Filed by Motient Corporation
                           Pursuant to Rule 425 under the Securities Act of 1933
                           Subject Company:  Rare Medium Group, Inc.
                           Motient Corporation and Rare Medium Group, Inc.
                           Commission File No. 0-13865



                     ***************************************


           Replay Available for Motient Corporation (NASDAQ: MTNT)
                       Quarterly Results Conference Call


RESTON, Va., July 20, 2001/ PR Newswire/ - Motient Corporation issued the
following:

               A replay  of the July 19th call  hosted  by  Motient  Corporation
          (NASDAQ: MTNT) to discuss Motient's results for the quarter ended June
          30, 2001 is now  available.  To listen to the replay,  please dial the
          number and access code below:


                         Call-in number: 1-800-406-5345
                               Access code: 498629



Caution Concerning Forward-Looking Statements

The  discussion set forth in the transcript  includes  certain  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995,  including  statements  regarding  financial and trend  projections and
statements  regarding the consummation and timing of the proposed merger between
Motient  and Rare  Medium  Group,  Inc.,  combined  business  opportunities  and
synergies,  expected  revenues,  liquidity,  and  financial  performance.  These
statements are based on  management's  current  expectations  and are subject to
uncertainty and changes in  circumstances.  Actual results may differ materially
from these expectations due to changes in global economic, business, competitive
market and regulatory  factors,  financial markets,  the failure of the proposed
transaction  described above to be completed for any reason or the parties being
unable to recognize the benefits of the transaction.  More detailed  information
about those factors is contained in Motient's  filings with the  Securities  and
Exchange  Commission,  including  Motient's  registration  statement on form S-4
(File No.  333-63826),  Motient's  annual  report on Form 10K for the year ended
December 31, 2000,  and Motient's  quarterly  report on Form 10Q for the quarter
ended March 31, 2001.

Motient and Rare Medium  have filed a joint proxy  statement/prospectus  and and
will be filing other relevant documents concerning the proposed transaction with
the SEC. INVESTORS ARE URGED TO READ THE JOINT PROXY  STATEMENT/PROSPECTUS  WHEN
IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED  TRANSACTION.  Investors
are  able  to  obtain  the  documents  free  of  charge  at  the  SEC's  website
(www.sec.gov).  In  addition,  documents  filed  with the SEC by Motient or Rare
Medium with respect to the proposed  transaction  may be obtained free of charge
by contacting  Rare Medium Group,  Inc.,  565 Fifth Avenue,  New York,  New York
10017,   Attention:   Investor   Relations   (tel.:   212-883-6940)  or  Motient
Corporation,  10802 Parkridge Blvd, Reston, VA, 20191. INVESTORS SHOULD READ THE
JOINT PROXY  STATEMENT/PROSPECTUS  CAREFULLY  WHEN IT BECOMES  AVAILABLE  BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION.

Motient  and  its  directors  and  executive   officers  may  be  deemed  to  be
participants  in the  solicitation  of proxies  from Motient  stockholders.  The
directors  and  executive  officers of Motient  include:  Gary  Parsons,  Walter
Purnell, Jack Shaw, Billy Parrott,  Andrew Quartner,  Jonelle St. John, David H.
Engvall,  W. Bartlett Snell, and Dennis Matheson.  Collectively,  as of June 25,
2001,  the  directors  and  executive  officers  of Motient  beneficially  owned
approximately  2.3% of the  outstanding  shares of the  company's  common stock.
Stockholders may obtain additional  information  regarding the interests of such
participants  by reading  the joint proxy  statement/prospectus  when it becomes
available.




                     ***************************************



                               Motient Corporation
                            Investor Conference Call
                           July 19, 2001 - 12:30pm edt


Caution Concerning Forward-Looking Statements

The  discussion  set  forth  in  the  following   transcript   includes  certain
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995,  including  statements  regarding  financial and
trend  projections and statements  regarding the  consummation and timing of the
proposed merger between Motient and Rare Medium Group,  Inc.,  combined business
opportunities  and  synergies,   expected  revenues,  liquidity,  and  financial
performance. These statements are based on management's current expectations and
are subject to  uncertainty  and changes in  circumstances.  Actual  results may
differ  materially from these  expectations  due to changes in global  economic,
business,  competitive market and regulatory  factors,  financial  markets,  the
failure of the proposed  transaction  described  above to be  completed  for any
reason or the parties being unable to recognize the benefits of the transaction.
More detailed  information about those factors is contained in Motient's filings
with the Securities and Exchange  Commission,  including Motient's  registration
statement on form S-4 (File No. 333-63826),  Motient's annual report on Form 10K
for the year ended December 31, 2000, and Motient's quarterly report on Form 10Q
for the quarter ended March 31, 2001.

Motient and Rare Medium have filed a joint proxy  statement/prospectus  and will
be filing other relevant documents  concerning the proposed transaction with the
SEC.  INVESTORS ARE URGED TO READ THE JOINT PROXY  STATEMENT/PROSPECTUS  WHEN IT
BECOMES  AVAILABLE AND ANY OTHER RELEVANT  DOCUMENTS  FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED  TRANSACTION.  Investors
are  able  to  obtain  the  documents  free  of  charge  at  the  SEC's  website
(www.sec.gov).  In  addition,  documents  filed  with the SEC by Motient or Rare
Medium with respect to the proposed  transaction  may be obtained free of charge
by contacting  Rare Medium Group,  Inc.,  565 Fifth Avenue,  New York,  New York
10017,   Attention:   Investor   Relations   (tel.:   212-883-6940)  or  Motient
Corporation,  10802 Parkridge Blvd, Reston, VA, 20191. INVESTORS SHOULD READ THE
JOINT PROXY  STATEMENT/PROSPECTUS  CAREFULLY  WHEN IT BECOMES  AVAILABLE  BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION.

Motient  and  its  directors  and  executive   officers  may  be  deemed  to  be
participants  in the  solicitation  of proxies  from Motient  stockholders.  The
directors  and  executive  officers of Motient  include:  Gary  Parsons,  Walter
Purnell, Jack Shaw, Billy Parrott,  Andrew Quartner,  Jonelle St. John, David H.
Engvall,  W. Bartlett Snell, and Dennis Matheson.  Collectively,  as of June 25,
2001,  the  directors  and  executive  officers  of Motient  beneficially  owned
approximately  2.3% of the  outstanding  shares of the  company's  common stock.
Stockholders may obtain additional  information  regarding the interests of such
participants  by reading  the joint proxy  statement/prospectus  when it becomes
available.

                ***********************************************

Eric Swank:  Good  morning.  Thank you for joining us for Motient  Corporation's
Second  Quarter 2001  conference  call.  This morning we issued a press  release
outlining  the  results  for the  second  quarter.  If you did not  receive  the
release, please call (703) 716-6920 to request a copy.

Representing  Motient  today are:  Chairman,  Gary  Parsons;  President and CEO,
Walter Purnell and Chief  Financial  Officer,  Bart Snell.  After their prepared
remarks and an overview of the company's performance for the quarter, we'll open
for your questions.

We'll begin today with a general overview by Walter Purnell, Walt?

Walt Purnell: Good afternoon and welcome to our second quarter earnings call.

We just completed an unprecedented  quarter from a unit loading  perspective and
it was a quarter  that also saw  significant  net service  revenue  growth.  Our
ongoing cost reduction efforts continued to build and, combined with the revenue
growth, helped provide another improvement in EBITDA. On the liquidity front, we
are on schedule with our internal forecasts. Our revenue growth and cost cutting
efforts have  decreased  our overall burn rates and will bring us much closer to
our goal of breakeven.  The loan from Rare Medium provided short-term relief and
the proposed merger is expected to provide substantial funding as well as a very
interesting  set of additional  capabilities  for Motient to take to the market.
While  the  talk  on the  street  continues  to be of a  difficult  economy  and
corporations cutting back, our business is uniquely positioned as we are selling
a productivity tool that saves people money. We hope that continues. Lets get to
the results.

First, from a unit-loading standpoint.

Normally,  we only report net  additions,  because our churn  number has usually
been so small that gross and net are almost identical.  This quarter, because of
some uncharacteristic churn in two vertical accounts, which really masks some of
the progress we've made on the sales front,  we are reporting both gross and net
metrics. And, let me explain that...

While the churn did not  materially  affect the net service  revenue and did not
prevent us from  achieving our revenue,  EBITDA and Wireless  Email net addition
guidance,  it did affect the overall unit count and  prevented us from  reaching
our Total NET addition target.

Our gross adds for the quarter  were  31,462,  a record and up over 25% from the
previous  quarter.  Significant  contributors to that number, in addition to our
direct sales force, were Skytel,  Aether,  and two new resellers . . . Inphonics
and Where to Live.com.  Our direct  sales force saw  continued  penetration  for
eLink and Blackberry in corporate accounts,  specific continuation of success in
the Legal market, and a beginning of this year's UPS rollout.

With  respect  to the churn  that I  mentioned,  though,  we did have a one-time
de-registration,  which did not fit the normal definition of churn as the impact
on revenue was not material,  but it counted nonetheless,  it involved IBM. IBM,
our long-term Field Service customer,  completed their migration to a new device
platform,  moving from the Rim 800  clamshell  to the Rim 857. The Rim 800 had a
difficult  maintenance  experience  and IBM had a few thousand  live spares that
they  needed to  insure  they had  enough  working  devices  to  transact  their
business.  These  spares would cycle in and out of service,  generating  revenue
periodically during a quarter . . . and at a lower rate than the primary devices
 . . . but they generated revenue none-the-less and, of course, they counted with
registered units.  With the 857, the reliability is dramatically  better and IBM
decided to go with minimal sparing . . . or . . .3,300 fewer spares. Again, this
doesn't  materially  affect the revenue since the same amount of traffic is sent
over  fewer  devices,  but it is an odd case where a better  product  and better
reliability will actually decrease our reported number of units in service.

The second  deregistration was from Lucent, one of our largest customers,  which
announced   substantial   downsizing.   For  us,  that  has  resulted  in  1,250
de-registrations  as they cut their  workforce.  This one is revenue  affecting,
with an impact of roughly  $100,000 per quarter.  This is the first  significant
effect  we have seen from the  economic  retrenchment.  We hope we don't see too
many more.

So accounting for those two unexpected de-registrations,  plus the normal churn,
our total net additions for the quarter were 24,245.  Our Wireless Email segment
experienced  very low churn . . . less than a thousand  units.  Net additions in
that sector were consistent with our guidance at 24,534.

In terms of gauging our level of activity going forward, however, we believe the
gross adds for this  quarter are a more  meaningful  indicator of the success of
our sales strategy, and the true demand for these products.

Our  sales  strategy  continues  to pay  dividends.  On the  partnership  front,
probably  the  biggest  news is the level of sales  activity  we are seeing from
Skytel.  They have closed a lot of new business  and their  funnel is full,  and
that is due,  not in small  part,  to the  simple  fact that they have taken the
Pagewriters  and Timeports off the belts of their  salespeople and replaced them
with Rim 857s.  Skytel has  dramatically  increased the focus of their team with
respect to selling the high-end  business user and the products they are leading
with are  eLink and  Blackberry  on the Rim  devices.  We look  forward  to more
dramatic results from them in subsequent quarters.

Two other new resellers were signed in the second quarter and they began to take
units, Inphonics, and Where-to-live.com. Inphonics is a nationwide developer and
reseller  of  wireless  services in the B2B Arena.  They  provide  sophisticated
enterprise  wireless solutions and virtual private wireless networks.  They have
committed to 25,000 units in adding our service to their Portfolio.

WhereToLive.com  is a small,  early-stage  company  that is bringing to the real
estate  market  a  package  of a  digital  camera  with  a  cellular  modem  for
transporting pictures and a Rim device on Motient for textual information.  They
have committed to a four-year quantity of 100,000 units.

Our Direct  Sales force has a very  specific  target  audience and has also been
making significant  contributions.  In the first half of 2001 our direct channel
saw  initial  loading at nearly a hundred  new  accounts  to add to the 100 that
existed at the end of 2000. A third of this new account activity has been in the
legal  community and has been largely eLink related as many of the email systems
in place in this market are a preponderance  of Novell and Eudora systems in use
in this space.  Because of the open architecture of the eLink offering,  and the
method of integration, we have experienced a shorter implementation cycle within
law firms.  They have also been quicker to deploy numbers that are closer to the
"full  opportunity"  for the account.  Some of this may also have to do with the
attractiveness of the specialized  applications we offer such as wireless access
to Lexis Nexis.

One key to accelerated  loading in the direct channel is further  penetration of
existing  accounts.  To put this in  perspective,  if only half of our  existing
direct  wireless email direct  accounts were  immediately to deploy  completely,
we'd realize over 40,000  additional  units.  We feel that the average top-10 is
representative of the opportunity for these accounts.  Obviously none of this is
guaranteed,  there's  work to be done and current IT spending  patterns  are not
working  in our favor,  but our direct  team has won part of the battle in these
accounts. We think we're well positioned.

The level of commitment  and desire to sell  products on the Motient  network is
unprecedented . . .

Another  fairly  interesting  figure  that I would like to leave you with is the
total  backlog  number.  With the UPS  backlog,  (you will  recall that they are
adding 20,000 additional  package cars),  with the Rim commitment,  with various
customer  orders,  the commitments from Inphonics and  WhereToLive.com,  and our
other  resellers,  we  have  contracts  in  hand  that  represent  a  multi-year
opportunity  approaching  200,000  units.  I stress  multi-year  and while  this
backlog is not all going to materialize this year, there is work to do to see it
implemented  and in some cases with new market  entrants  as  partners  there is
implementation  risk . . .. But, I think the level of activity  and  interest is
very encouraging news.

On the new product front most of the news is  encouraging  as well.  The Wavenet
modem sled for the Palm V, Vx, and  Workpad-III  is in test and on schedule  for
initial  availability  early in the fourth  quarter.  Other new devices from the
far-east are also working their way through their development  cycles. We expect
to have at least  one new  modem and two new lower  priced  devices  in  varying
stages of availability toward the end of this year.

The only  delay we have had is in the Lotus  version of  Blackberry.  We have in
fact  released the product in a "soft launch" to a handful of customers who were
willing to receive  upgraded code  following  some final bug fixes that effected
desk top  synchronization  code. The email component is working well. There is a
tremendous  groundswell  of interest  in the  product and we look  forward to it
providing significant loading help in the second half of the year. In a way, the
second quarter gross adds that we saw are doubly exciting when you consider that
we got almost no help from the Lotus version of Blackberry.

Looking  forward to our third and fourth  quarters  I remain  optimistic  and am
looking for two more quarters of accelerating  subscriber  growth. In the second
half,  we look for added  loading from the dozens of new  accounts,  we recently
signed  Blackberry and eLink services,  we look for several  thousand units that
constitute the rest of this year's portion of the UPS rollout,  we expect to see
substantial sales of the Lotus version of Blackberry,  and we look for continued
success from our stable of resellers in point of sale as well as wireless email.
Our  opportunities  for growth  continue  to expand.  But as the Lucent  example
points out . . . we are not immune to the  economic  turmoil  around us, and the
impacts on corporate IT and Telecom spending, as was evidenced this quarter with
more conservative spending profiles in both new and existing accounts. While the
effects we have seen to date are isolated and  relatively  modest,  we remain on
guard.

Turning  to  technology  for a moment . . . many of you may have seen the recent
announcement  of our  agreement to license the software that drives out network,
ACE, to a company  called  Hyosung in South Korea.  Hyosung has installed it for
the Korean  DataTac  Operator,  Air Media.  Many of the unique  features  of our
terrestrial network, that provide a significant  competitive advantage,  are not
hardware features at all, but are software  features.  When Motient acquired the
ARDIS network from Motorola,  we also acquired  software  intellectual  property
rights.  We have modified that software to enable  features that Motorola  never
planned, like layer load balancing which enables us to dynamically manage around
congestion in dense urban areas, and enhanced  registration features that enable
us to support  large  numbers of users.  These  features are  important and have
enabled us to sell this  software  license  for a  significant  amount.  We have
additional  opportunities  to sell  additional  licenses to other  operators  in
Europe and the Asia Pacific region.

We have also made progress on our next generation network infrastructure. We are
working with 2 companies that are developing  advanced,  next  generation  "Data
Optimized"  wireless protocols and expect to pilot at least one alternative next
year. While  absolutely voice capable,  these protocols are designed to optimize
data   reliability   and  throughput   rather  than  available  voice  channels.
Additionally,  our  preliminary  view is that  these  technologies  are  capital
intensity of these solutions is favorable.  We'll continue to talk about this on
future calls.

I should also mention that we recently signed a very significant  agreement with
Wireless  Knowledge  whereby they will enable their Anystyle suit of software on
the Motient  network.  Under this  agreement  they will sell the software and we
will fulfill the network services.  Wireless  Knowledge is a very innovative and
powerfully backed company, backed by Microsoft and Qualcomm as you may well know
and we look  forward to Anystyle  helping to grow our user base.  If you are not
familiar with Anystyle,  it is a wireless email solution  created to work on any
device.  It is expected that over time the solution  will be available  first on
Rim  product,  then on the Palm  product,  and  eventually  Pocket PC.  Wireless
Knowledge  has a growing  sales  force and they  seem to be  building  a head of
steam. They too, have a full sales funnel and many of the accounts are demanding
a Motient implementation.  We expect to see Anystyle customers on the network in
the fourth quarter.

So, in a challenging  environment we grew our subscriber  base at a record pace.
We have added new business  partners and our existing  partners and direct sales
forces are starting to contribute some significant results. The core business is
looking  better  by  the  day.  What  about  the  rest  of  our  activities  and
investments?

Rare Medium, the merger is moving ahead. The proxy statement has been filed with
the SEC and the review is in process.  Though it is  difficult  to  predict,  we
anticipate  a  conclusion  to that in several  weeks and then we can publish the
proxy and schedule the special meeting for the shareholder  votes on both sides.
We continue to expect a September closing. In the meanwhile, we have pulled down
the second $25m tranche of the Rare loan and that will continue to provide short
term  liquidity  for us. We have also done a lot of planning  for the merger and
have begun to make joint customer  calls on our  customers.  In Rare's case they
are able to show  how  they  would  implement  a  wireless  solution  for  their
customers  and in our  case we are able to show the  consulting,  internet,  and
programming  capabilities  we will  soon be able to bring to our  customers.  We
think,  both sets of customers  see the advantage of the  combination  and early
sales calls are encouraging.

XM  Satellite  continues  to  move  to  commercial  launch  as  scheduled.  Both
satellites  are now up and  operational,  the service is in "Soft Launch" and is
beta testing, and other aspects of the business plan are moving forward as well.
XM's stock  price and  market cap has now moved past that of the other  licensed
provider, and the analyst community is generally crediting XM with a significant
first-mover advantage at this point.

Mobile  Satellite  Ventures  (MSV) is also moving  ahead.  The FCC review of the
proposed  merger  with TMI and the  proposed  terrestrial  reuse  of the  L-band
spectrum is progressing. It is difficult to predict here to when the FCC process
will  conclude,  but our  proposals  are being  seriously  evaluated  and we are
feeling  increasingly  positive  about our prospects  for success.  In a related
piece of news,  yesterday,  the FCC  announced the awarding of spectrum in the 2
GHz band,  and one of the  recipients  was our MSV partner,  TMI. That award was
expected  and this  license  will  become  part of MSV when the  transaction  is
approved and closed.

To conclude,  we remain very  concerned  with the overall health of the economy,
and the  pressure the stock market has been under over the past year and a half,
especially in our industry.  We are encouraged,  however, by our growing ability
to post better and better  results,  sign new customers  and business  partners,
proceed on transactions that provide us ongoing liquidity, and basically put the
company  in the best  shape we know how.  Somewhere  along the line I think this
market will be more discriminating  rather than painting so many stocks with the
same brush,  and when the sentiment  improves we are planning to be showcasing a
Motient that is in dramatically better shape than at any point in its history.

With that, let me turn it over to Bart Snell for the financial details. Bart?

Bart Snell:  Thanks Walt.

As I've  done on  previous  calls,  let me start  by  reviewing  the high  level
scorecard for the quarter, with a comparison to what we said last call:





------------------------------- ----------------------------- ----------------------------- ----------------------------
            Metric                        Guidance                       Result                        Score
------------------------------- ----------------------------- ----------------------------- ----------------------------
------------------------------- ----------------------------- ----------------------------- ----------------------------
                                                                                   
        Wireless email             "Nearly all Net Adds"               24,500 Net                       Met
         Subscribers                                           (39% sequential increase)
                                                                      25,400 Gross
------------------------------- ----------------------------- ----------------------------- ----------------------------
------------------------------- ----------------------------- ----------------------------- ----------------------------
            Total                      "Range of 30k"              Over 31,000 Gross,               Met - Gross
         Subscribers                                                Over 24,000 Net                 Short - Net
------------------------------- ----------------------------- ----------------------------- ----------------------------
------------------------------- ----------------------------- ----------------------------- ----------------------------
           Revenue                   5-10% Improvement               9% Improvement                     Met
                                                                                                    (High End)
------------------------------- ----------------------------- ----------------------------- ----------------------------
------------------------------- ----------------------------- ----------------------------- ----------------------------
            EBITDA                   10-15% Improvement        $5 million Improvement or               Beat
                                                                 30% - to a loss before
                                                               unusual items of ($11.9) m
------------------------------- ----------------------------- ----------------------------- ----------------------------



Motient  continues to execute  successfully,  in difficult  business and capital
markets.  Quarterly EBTIDA has improved for the second straight quarter,  on the
back of expense  reductions,  which  improve our  breakeven  point.  Revenue has
stabilized following the Aether transaction.  We loaded the network with another
record  quarter,  and as we will discuss later much of our growth came with take
or pay commitments--meaning we not only sold RIM hardware but also contractually
reduced  the  risk  associated  with  future  service  revenue  growth.  We were
aggressive  in  moving  the  older  850  (pager  like)  RIM  inventory,  and our
aggressive  hardware  pricing  required  customers  to sign take or pay  service
agreements.  Net-net,  in a quarter when many companies are showing  revenue and
income reductions quarter to quarter, Motient made significant progress. We also
have more to do.

From a liquidity perspective,  the first quarter was our darkest hour. XM prices
dropped sharply in March,  leading to the "Going Concern" opinion,  which raised
concerns for our  investors--and  customers.  Telecom  companies with heavy debt
and/or build-out  requirements  remained hard hit in the equity markets, and the
2nd quarter saw several firms join the growing list either filing for bankruptcy
or  declaring a near term  liquidity  crisis.  With the Rare Medium  acquisition
announced in May, and the accompanying  short term funding prior to closing with
the $50M loan agreement--we  improved our liquidity without adversely  effecting
XM's share value and gained  future  strategic  benefits  following our expected
closing later this quarter.  Liquidity  remains an important  topic for Motient,
and will  remain at the top of our  priorities  given our  relatively  high debt
levels and our  requirement  to reduce  bank debt every time we sell or monetize
assets.  Essentially,  we have had to raise $2 of funding for $1 of  operational
liquidity requirement. And, starting in October we are scheduled to begin paying
approximately  $40M of  interest  annually to our High Yield  Bondholders.  That
being said, we now see a pretty firm  liquidity  picture into the 2nd quarter of
2002,  and we are working on actions to move the  liquidity  horizon  into 2003.
With the continued  successful  execution over  subsequent  quarters,  we remain
confident of reaching EBITDA positive  operations during the first half of 2002,
and free cash flow about the same time in 2003.  Of course,  we believe  time is
our  friend,  as  we  remain  optimistic  that  our  Mobile  Satellite  Ventures
investment  may provide  additional  liquidity  in the first half of 2002.  As a
final liquidity note, it appears the MobileMax2 product-- the long haul trucking
communications  solution we sold to Aether--achieved the 3,500-unit milestone in
June.  We will be  talking  to Aether  about  receiving  the  final  $10M of the
original purchase price, which we will use for bank debt reduction.

So, before we move into the detailed  discussion of the quarter,  to recap:  The
second quarter was another strong step in the right direction--improving  profit
performance.  We believe our quarter's  performance Meets or Beats expectations.
Liquidity was again  enhanced  during the quarter,  and a clear path has emerged
into the first half of next  year--about  when we should  start  turning  EBTIDA
positive.  We remain  significantly  under-valued,  and we are expecting the 3rd
quarter to demonstrate continued profit improvement.

Now, let's dig into the details for the quarter, and start with the top line.

Gross subscriber  additions  during the quarter were 31,462  consistent with the
outlook that drove our  subscriber  guidance.  However,  as Walt  discussed,  we
experienced  several  thousand  units of  "un-planned"  churn  within our custom
vertical accounts, leading to a net unit growth of 24,245. Two or Three thousand
units of churn within a given quarter are not unusual for our  business.  That's
essentially 1% per quarter and is consistent with the fluctuations we see within
our  vertical  accounts.  Seven-thousand  was  uncharacteristic,   and  as  Walt
indicated was isolated to a few accounts.  We are watching for exposure in other
vertical accounts during the coming quarter.

As expected,  eLink and  Blackberry  comprised the majority of the Net Additions
with  total  count  24,534,  a 39%  increase  for the  quarter,  another  record
performance,  and the  most  significant  step-up  in  several  quarters.  Gross
additions for this segment were just short of 25,400,  which means churn in this
particular segment was very modest.

Over the  6-month  horizon we see  tremendous  opportunity  with the  release of
Blackberry  for  Lotus  Notes,  some of the  new  partnerships  Walt  mentioned,
increased  momentum with our Skytel  relationship,  release of our Palm Sled and
the gradual resolution of sales and implementation cycles in the Direct Channel.
How that skews  over this  period  depends on a variety of factors  that we will
discuss in a moment.

Within the Custom Vertical Segments,  with the exception of Field Service, which
was impacted by the churn that Walt  discussed at IBM and Lucent,  every segment
experienced growth consistent with prior quarters.

Turning to  revenue,  we  generated  $19.5  million of service  revenue  for the
quarter, up solidly from $18.0 million in the previous quarter, in line with our
estimate of 5-10% growth for the quarter.

As with  subscribers,  we showed revenue  growth across all categories  with the
exception of Field  Services.  Field Service  revenue  declined for the quarter,
caused by a  variety  of  factors,  some of which are  related  to the  customer
down-sizings discussed earlier in the call. Other factors in the sequential drop
include the absence of a  significant  amount of  one-time  device  registration
fees,  which  positively  impacted the first quarter.  We discussed those on the
last call,  as well as the  expected  and  related  drop in this  metric for the
second  quarter.  This impact along with the Lucent churn,  a modest impact from
the IBM reduction and service  credits related to certain  contractual  renewals
led to a decline  in ARPU.  Looking  forward,  we see the ARPU for this  segment
rebounding  slightly to $40,  and absent  additional  customer  downsizing,  the
revenue contribution stabilizing.

The sequential  decline in Field Services was offset by a one-time revenue event
associated  with the license for our ACE platform that Walt  discussed  earlier.
This was a $1.75 million item was grouped in our "Other" revenue category.  Next
quarter you should see the ARPU for that category  return to a level  consistent
with the prior two quarters.

The final item on revenue, and the most important in gauging our progress toward
profitability  is the growth in Wireless Email  revenue.  Wireless email revenue
grew 22% for the quarter and was the largest  contributor  to recurring  revenue
growth.  However,  late  quarter  loading  caused  the  revenue  growth  to  lag
subscriber  growth,  resulting  in a slight  reversal in our trend of  improving
ARPU. Essentially all of the loading occurred late in the second quarter. So why
the skewed  loading?  Well as we discussed a few moments ago, the quarter  began
with a carry-over of the first quarter liquidity crisis. Customers contemplating
roll-outs on our network and  purchases of hardware  deferred  their  decisions.
After our existing and potential new customers  digested the liquidity  benefits
of the Rare Medium transaction and saw the XM share price recovery,  we began to
see renewed purchases later in the quarter. At that point, we were into June. It
says something  about the demand for wireless email that with that late start we
were still able to meet our  objectives  during a difficult  time.  We feel good
about this performance, but unfortunately some of our metrics suffered.

Moving down the P&L Statement . . .

We incurred approximately $2 million in negative margin on hardware sales during
the  quarter,  prior to a write-down  on 850  inventory.  The $2 million  margin
includes  one-time costs to restructure our supply contract with RIM, as well as
our current  practice  of  subsidizing  hardware as part of our overall  Cost of
Subscriber  acquisition.  We'll  discuss  cost per gross  add in a few  moments.
Through the first half of the year our level of subsidy,  for  hardware  that we
sell from our inventory,  on average,  has been modest. (In the range of 1 month
of service  revenue).  The 857-form factor has been well received at its current
price, but in the case of the smaller 850 handheld,  we found ourselves adopting
a more aggressive stance. Because of this we elected to take a write-down on the
850 hardware of $4.5 million in the second quarter.  We think this action allows
us to better  position the product in advance of lower cost device  alternatives
that we believe will be  available  to us early next year.  It also allows us to
develop and trial  service  offerings  for those types of devices ahead of their
availability.

Our cost containment efforts are proving productive.  Operating Expenses dropped
by  approximately  $5 million or 14% as a result of the initiatives we discussed
last quarter. Key areas of decline included G&A expenses,  which dropped by $1.5
million,  and Sales and  Marketing,  which was  reduced by $4.7  million for the
quarter resulting primarily from additional  reductions in advertising  expense.
The reduction in  advertising  expense was in line with our guidance on the last
call and is consistent with our subscriber acquisition  strategies,  our current
position  with respect to our retail  initiative,  and the  capabilities  of our
partners in the enterprise  space. As we've said on previous  calls,  we've been
shifting  dollars  somewhat  away from  advertising  and into  investments  that
directly  affect  the  value  equation  for  customers,  such as  subsidies  and
free-airtime,  and into success-based forms of compensation within our channels.
Our challenge,  like other wireless solution  providers,  is to reduce the sales
cycle  within all channels and rapidly  roll-out  some of our backlog.  We think
this is the most effective and efficient use of funds.

Through  June,  our Cost per Gross Add  outside  of our  retail  initiative  was
approximately 4 months of service  revenue.  With shifting  distribution mix and
further containment of the advertising component prior to the launch of our Palm
initiative, we think this metric should remain stable.

Finally, we saw increases in Cost of Operations associated with increases in our
base station  maintenance  contract with Motorola,  expansion of the network and
one-time  maintenance contract charges on the new Tandem switching gear that was
implemented at the end of 2000.

All of this  translates  to an EBITDA  loss for the  second  quarter  of ($11.9)
million prior to the inventory  write-down,  a 30%  sequential  improvement  and
better than our previous guidance.  Including the write-down,  EBITDA had a loss
of ($16.4) million, still a small sequential improvement for the second quarter.

The last item with respect to second  quarter  results that I'd like to cover is
Capital Expenditures.  We invested approximately $5.2 million during the quarter
for network  expansion  and general  infrastructure  development.  This level is
somewhat  above the prior  quarter but is very much in line with our  previously
discussed cost containment plans. This level allows us to continue to expand the
network for  capacity  and  coverage.  We've  recently  invested  in  geographic
coverage enhancements around New York, San Francisco,  Dallas, Houston,  Seattle
as well as other smaller vacation destinations such as the Hamptons, NY, which I
know  is of  interest  to  some  of  you.  Outside  of  opportunistic  frequency
purchases,  we see the spending  level  declining for the remainder of the year.
Our full year program is estimated at $15-$16 million.

Next, let's discuss the trends we see for several key business  indicators,  and
recap some of the guidance I've provided to this point in the call:

First Subscribers:
Looking ahead to the third quarter, we are encouraged by our healthy backlog and
tremendous  opportunity  relating  to  BlackBerry  for Lotus that is expected to
expand our reach to the other "half" of the enterprise  market. In addition,  we
are  encouraged  by  our  product  reliability  track-record,  historically  low
subscriber churn rate, and steady  subscriber  growth that has been in line with
our previous  forecasts.  However,  as a management  team,  we cannot ignore the
general slowdown in the broader economic  environment and the potential  impacts
it may have on our business in the near term. Accordingly,  assuming there is no
further significant  deterioration  within the broader economy, we expect demand
for eLink and BlackBerry to continue to grow to record  levels.  We expect total
net subscriber  additions to increase at a rate of 30-40%  sequentially over the
next 2 quarters,  driven by  building  traction  for the Lotus  Notes  offering,
availability of our modem for the Palm handhelds and continued deployment of the
UPS contract . . . balanced against the  macro-economic  pressures we've already
discussed.

This is a deviation from prior guidance,  however,  while our sales organization
continues to drive for annual  growth  exceeding  150,000 units for the year, we
feel it is a prudent decision given the current environment.

With respect to Revenue:
Wireless email service revenue should see growth for the third quarter on a real
basis,  which will become the primary  engine of revenue growth in the third and
subsequent quarters.  On a basis excluding the revenue from ACE, we expect total
net  services  revenue  for the third  quarter to grow in the range of 10% based
upon our related subscriber guidance.

For EBITDA:
We remain  concerned  about the general  economic  conditions and the need to be
more  guarded in our full year  outlook.  However,  we can and will  continue to
manage operating expenses conservatively,  and we believe EBITDA will improve in
the third quarter in line with revenue and subscriber  acquisition through 2001.
In addition, we maintain our projection for EBITDA breakeven mid 2002. We expect
our expense  savings  will have less  affect on a  quarterly  basis in the third
quarter, but at this lower level we will see better margins for the same revenue
dollar.

With  that,  let me turn it back to Walt for his final  thoughts.  Walt?  Thanks
Bart.

Walt Purnell:
We completed a solid quarter, and a number of our initiatives are going our way.
We remain  optimistic that our fundamentals  will continue to improve quarter on
quarter,  in spite of the economy.  But, we are somewhat more cautious  based on
our recent  experience,  and we are taking the actions  necessary  to be able to
respond as conditions change.

With that let me open it up for a few questions.

Operator:  We'll take our first question from Maria Langone, Wit Soundview.

Tim O'Neil:  Hi, sorry, it's Tim O'Neil.  Hi Bart.  Hi Walt.

Both:  Hey, Tim.

Gary Parsons:  Hey Maria how you doing?

Tim O'Neil:  Yeah, thanks.  Hi Gary.

          Just,  Bart, you were talking about the mix in eLink, can you get, can
          you give us a little more specific  information in the mix between the
          850's and the 857's?

Bart Snell:  We have seen the majority,  at least half of the quarterly  volumes
          in the second  quarter were 857's,  Tim. And a lot of that was, if you
          will,  turnover that occurred  where we ordered and shipped during the
          quarter.

Tim O'Neil: Okay, great.  The only other question I had, can you tell us how the
          quarter progressed? Was it back end loaded, front end loaded, was June
          significantly  up from  May  which  was up  from  April?  Any  kind of
          information would be helpful?

Bart Snell:  Yeah, I would describe it as an exciting quarter.

         (Laughter).

          Well,it was back end loaded. We did, to expand on my comments earlier,
          frankly,  we did in April  have a fair  bit of  discussion  with  some
          customers  explaining  our  liquidity  position  in light of the going
          concern  opinion  and that also  carried  over into May as we made the
          Rare  Medium  announcement.  And then we got to  re-explain  what that
          meant in a positive sense from a liquidity perspective.  What that all
          means is that a lot of the activity, as far as net additions, ended up
          in June and June was a record month for us.

Tim O'Neil:  Great.  Thanks.  Good quarter.

Bart Snell:  Thank you.

Operator: We'll take our next  question  from Cindy Motz,  Credit  Suisse  First
          Boston.

Cindy Motz:  Hi.  Good  job  on the eLink(sm) net ads.   I  just had a couple of
          questions, though, with the eLink ARPU, I got on late, so I'm sorry if
          you  explained a couple of these things but I know that it says in the
          notes that it should be normalized around $28 but it keeps working out
          to  around,  obviously  as you  show,  like  around  eleven  or twelve
          dollars.  When do you think, I mean, like every quarter it seems to be
          back end loaded.  So when is that going to sort of  normalize a little
          bit in the numbers,  do you think?  And then the second  question was,
          and you  probably  mentioned  this but again,  what  happened in field
          service this quarter?  Obviously,  I guess,  you lost some subscribers
          there? Thanks.

Bart Snell:   Field service and then talk about  ARPU.    Let's work  backwards.
          On field services,  as far as the net additions,  we saw some; we lost
          about 3,300  units at IBM and about 1,200 at Lucent.  The 3,300 at IBM
          were really  maintenance  spares that they had kept live on the system
          with their Rim 800 devices  that they  replaced  in the first  quarter
          with the Rim 857's.  And the Lucent  downsizing  affected  us by about
          1,250. And that really did affect revenue.

          On eLink,  average  revenue per unit, you know,  who knows.  We may be
          facing back end loaded every quarter,  it may be the nature of what we
          do. It just happens that every back end quarter, so far, is larger and
          we expect  them to be larger in the  future.  We do have  some,  we do
          expect to see that,  as Eric and I have been  talking  about  with you
          over the future.  In fact,  we think that given the  extreme  back end
          loading of this  quarter,  that what we put out in our  release of $11
          average revenue per unit for wireless  e-mail,  probably,  compared to
          even the prior quarter was more like thirteen or fourteen dollars.  So
          it did come up but it's not  showing in the  numbers and we need to do
          that, Cindy.  Hopefully we'll do that by getting off to a faster start
          this quarter.  We'd like to see that. We have  indications  to believe
          that will be the case.  So I think the  earliest  you'll  see any real
          improvement from us on a reporting basis will be after this quarter.

Cindy Motz:  Ok.  Thanks a lot.

Walt Purnell: Cindy, I  would  add  to  that,  that  we focused quite heavily on
          balancing the loading  during the quarter in the last quarter.  And we
          really had the demand to do that but we got it in our own way with the
          liquidity  concerns that we had to keep  explaining to customers.  But
          then once we got over that,  we were able to pull it out,  it just all
          came in June.  But we're  trying very  mightily to make sure that gets
          spread a little bit better in subsequent quarters.

Cindy Motz:  Ok.  Thanks a lot.

Operator:  We'll go next to Joe Luton, APS Financial.

Joe Luton:   Good afternoon.  Just  a  question  on  clarifying  your  liquidity
          situation.  Assuming  the Rare  merger  goes  through,  you  basically
          anticipate  you will  have  enough  capitol  or  funding  to carry you
          through 2002, correct?

Bart Snell: I  believe what we  said in our  press  release  when  we  announced
          the Rare Medium  transaction  and what I tried to say earlier today is
          based on our  available  XM shares and based on the cash that we would
          have available to us post, or through our Rare Medium  transaction and
          without anything else, we see funding  available to us into the second
          quarter of 2002.  We have,  in prior  calls,  talked  about our mobile
          satellite  ventures  investment and the opportunity  that provides for
          liquidity in the first half of next year. So I think, for now, I'd say
          that we still have some things to do to make as strong a statement  as
          you did,  which is, that we're funded through 2002. We still have, you
          know,  we have  some  decisions  to see how  they  get made at the FCC
          and/or some alternate funding actions that we would need to take as we
          have in the past.

Joe Luton: Right.  So, basically,  what  you're  saying  is the next two  coupon
          payments on the notes,  assuming the Rare transaction goes through, is
          very likely. Correct?

Bart Snell: As we pointed out in the  call,  we have  our  first  cash  pay from
          operations  interest  payment on the senior  notes in October  and the
          second one, I guess, you're referring to would be in April.

Joe Luton:  Yeah. So you basically, assuming the  Rare  goes through, then those
          essentially, in your opinion would be doable.

Bart Snell:  I guess...

Gary Parsons:   Those have been calculated into the flows that we said as of the
          press release.

Joe Luton: Right.  Now I'm just kind of going to ask,  kind of a stupid question
          here but I would  like to get ya'lls  take on it.  You know the,  your
          bonds are trading at, you know, the low 20's and essentially, assuming
          the Rare transaction goes through,  there are a couple coupon payments
          there,  obviously where the bonds are priced, the investors are, looks
          to me  like  they're  discounting  the  Rare  transaction  even  going
          through.  You know, why do you think the bonds trade where they do and
          they're  not,  in my  opinion,  not  giving  any sort of value to your
          assets.  Do you have any  opinion on why your  bonds are being  quoted
          where they are and trading where they are?

Bart Snell: I think that, my comment would simply be, whether it's the equity or
          the  bonds,  both  securities  reflect   significant   concerns  about
          liquidity.  We have, we're a very challenging  business,  I think, for
          both bond holders and equity  holders to follow because as you look at
          our assets,  we're not a one note little  symphony  here.  We have our
          terrestrial network, we have investments in XM, we have investments in
          Mobile Satellite  Ventures.  Our terrestrial  network  participates in
          four  different  market  segments.  You really have to be, you have to
          work hard to figure  out  where  the value is in this  business.  As a
          result, I think that, it's easier for me to understand in this general
          set of market  conditions  that they are going to trade at a depressed
          level.  Why they are at that  particular  level,  you know, not really
          sure.  But it is,  as  someone  has told me  occasionally,  it is what
          Bloomberg says it is and I think that as people gain more  confidence,
          that  as  in  this  quarter  and  the  prior  quarter,  they  can  see
          improvements  in earnings and subscriber  growth that will give them a
          better sense of  confidence  that  liquidity  from  operations is more
          likely to occur.  And as we touched on  earlier in your  question,  we
          still  have  some  more  uncertainty  that  needs to be  resolved  on,
          particularly, the back half of 2002 of funding and liquidity.

Joe Luton:  Ok.  Thanks a lot and good quarter.

Bart Snell:  Thank you.

Operator: Once again, it is star one if you would like to ask a question.  We'll
          go next to Rob Sanderson, Bank of America.

Rob Sanderson: Hi guys. I had a question.  I'm just reading some of the research
          that was published this morning by some of your sell side analysts and
          there's  a  comment  about  active  users  and  I  don't   necessarily
          understand the mechanics,  so I was hoping you could,  maybe, help me.
          You know,  this  analyst was  suggesting  that only six  thousand  new
          active  users  joining  the network and I did hear you talk about some
          take or pay commitments on the service side. Could you, maybe, walk me
          through,  you know, what this gentleman's  assuming and do you endorse
          that and what's the mechanics of this take or pay.

Bart Snell:   First  as  a  comment,  I can't comment on the particular quote, I
          haven't read our statistics because I haven't really read that. What I
          would  comment more  generally is, and as we've touched on in a couple
          calls,  our  principal  distribution  method  of  wireless  e-mail  is
          indirect strategy.  We use SkyTel(tm),  we use other indirect resalers
          and we've added some this  quarter.  The  general  model is, they take
          hardware  from  us and,  which  they  tend  to load in the  subsequent
          quarter.  So that  leaves  us, if you will,  with a float of  inactive
          devices at the end of any particular quarter, at least for some of the
          activity  and in this case,  with a back ended  quarter,  much of that
          will go into customer  hands,  if you will,  end user customers in the
          third quarter.  As a network  operator,  you know,  that's kind of the
          method and I would suggest it is very similar with other wireless data
          operators  as the  devices  when  shipped are what we describe as hot.
          That means they're ready to operate and can be activated  immediately.
          So that's generally what the float discussion refers to.

Rob Sanderson:  Ok.  So, you know, the number of  net   additions and,  that you
          report is then not necessarily net additions, it's units sold into the
          channel as a big component of that?

Bart Snell:  Well, when a unit is irrevocably sold into a channel.

Rob Sanderson:  Right, but you may not necessarily get the revenue impact on the
          service  side  until  that  thing  is  activated,   is  that  how  the
          ARPU works?

Walt Purnell: That's right. And in fact, Rob, that's what we've, as we,  in what
          we do, we report to you the average ARPU, you know, if you will, based
          upon what's actually  generated or earned for service revenue.  And we
          talk about in the calls,  how that might average,  in this quarter $11
          and the prior quarter $12 per month per unit, even though our contract
          rates are more in the range of $20-30 per month. So that's kind of the
          lag fact that we talk about and that's one way to capture it.

Rob Sanderson:  So,  you know,  if,  again  through  the really big June quarter
          and  you  think  that  there's  a  normal  lag on  that,  would  it be
          reasonable to think that the net activations from your 24 was around a
          third or less?

Bart Snell:  I  think for the quarter, that might,  for that particular  net ad,
          that might not be a bad assumption and we would expect the balance, as
          our partners would, to come on line during July and probably August.

Rob Sanderson: I got you. Can you comment, you know, your channels are certainly
          broadening here on the wireless e-mail product.  You mentioned SkyTel,
          I think even Rim does some blackberry(tm) loading to their direct. Can
          you  comment  on  the  strength  of  a  channel   versus   direct  and
          particularly those two indirect partners?

Walt Purnell:   Well,  SkyTel  has  been  our most successful  partner,  year to
          date. I, we're not going to announce their results, that's for them to
          do. But they have been our most successful. And Rim has begun to get a
          lot of  pilots.  Metrocall  has sold some  units  for us as well.  And
          Aether has stepped up  particularly in the second quarter and begun to
          take a lot of units.  So I would say about three quarters of our sales
          are through the indirect channels.

Rob Sanderson: And last question. I think last quarter you talked, you gave us a
          sense of the mix of blackberry versus (eLink).  I think you said about
          two thirds were blackberry.  Same sort of trends this quarter or what,
          can you comment on that?

Bart Snell: Yeah, approximately the same.

Rob Sanderson:  Great.  Thanks guys.

Operator:  We'll take our next question from David Wright, Deutsche Bank.

David Wright: Good afternoon.  My question relates to Rare Medium and their cash
          burn  rate.  Do you have any idea what you  expect,  you know,  on the
          balance  sheet  would  you  expect to see in  September  when the deal
          actually closes?  And I have a second question  that relates to Aether
          and the ten million dollars that you had mentioned before.  Whether or
          not that was  related  to the  escrow or the earn out and if it wasn't
          related  to the earn out,  what do you see  there?  And the  timing of
          that?

Bart Snell: Regarding  the Rare  Medium, we, because of the period that we're in
          with the merger,  we can't comment on that. But the first quarter,  if
          that's what you're looking at, was an unusual  event.  We don't expect
          the burn rate anything like that.

          Regarding the Aether transaction,  that is the escrow, that's not part
          of the earn out.

David Wright:  Do you have any idea what the  earn out,  whether it will be zero
          or, you know, ten, twenty million dollars?

Walt Purnell:     They have a plan that  escalates  pretty steeply in the second
          half so we're going to have to wait and see.

David Wright:  Ok.  Thank you.

Walt Purnell:   I believe  that's it. So thank you for joining us this  morning.
          That concludes our second quarter call.

Operator:  This concludes today's conference.  Thank you for your participation.

                                       END


Walt:  Thank you for joining us this morning.  That concludes our second quarter
earnings conference call.