================================================================================

                                SERVICE AGREEMENT



                                     Between
                                  ViaSat, Inc.
                                       And
                                 SiriCOMM, Inc.


================================================================================


<PAGE>

THIS SERVICE AGREEMENT is made and entered into as of this 14th day of June
2004, with an "Effective Date" beginning June 14, 2004 by and between ViaSat,
Inc., ("ViaSat"), 4356 Communications Dr., Norcross, Georgia 30093 and SiriCOMM,
Inc., 2900 Davis Blvd., Suite 130, Joplin, Missouri 64804 ("Customer")

WHEREAS, Customer desires to purchase from ViaSat certain Services associated
with the operation of Customer's Network.

WHEREAS, Customer may also desire to purchase from ViaSat certain Network
Hardware associated with the operation of Customer's Network.

NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter stated and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.       PURCHASE AND SALE

         Subject to the terms and conditions of this Agreement, ViaSat shall
         sell and provide, and Customer shall purchase and pay for, Services
         and/or associated Network Hardware for Customer's Network, as described
         in the attached exhibits, which are incorporated herein and made a park
         of this Agreement:

              Exhibit A: Service Pricing
              Exhibit B: Shared Hub Services and Technical Support
              Exhibit C: Satellite Bandwidth
              Exhibit D: On-Site Maintenance - Remote Terminal
              Exhibit E: Move, Add and Change (MAC) Activity

2.       DEFINITIONS

2.1      "Agreement" shall mean this Service Agreement and all Exhibits attached
         hereto.

2.2      "Agreement Year" shall mean the twelve-month period commencing on the
         Effective Date of this Agreement and each successive twelve-month
         period thereafter that the Agreement remains in effect.

2.3      "Covered Software" shall mean Software, which is provided to Customer
         by ViaSat. Covered Software includes maintenance releases provided to
         Customer without additional charge in accordance with the terms of this
         Agreement.

2.4      "Customer's Network" shall mean the satellite network purchased by
         Customer from ViaSat.

2.5      "Network Hardware" shall mean the equipment that is provided to
         Customer by ViaSat and on which runs the Covered Software.

2.6      "Services" shall mean the services as described in the Exhibits
         attached to this Agreement.

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<PAGE>

2.7      "Software" shall mean instructions for effecting the operation of a
         computer or like device including any modifications, updates or
         additions which may be supplied by ViaSat to Customer, in executable
         form in any medium, such as magnetic tape, disks, or optical media; and
         related materials such as flow charts, logic diagrams, manuals, and
         other documentation which are provided by ViaSat to Customer.

2.8      "Warranty Period" shall mean the time periods set forth in Section 7.

3.       TERM.

         Unless sooner terminated in accordance with this Agreement, the term of
         this Agreement shall commence on the Effective Date and continue for
         sixty (60) months (the "Term"). This Agreement shall automatically
         renew for additional twelve (12) month periods, unless either party
         provides the other party with written notice at least ninety (90) days
         prior to the end of each period.

4.       PRICE AND PAYMENT

4.1      Customer shall pay for purchased Services and/or Network Hardware at
         the prices (the "Prices") set forth in Exhibit A attached hereto for a
         total of 400 sites.

4.2      The Prices for the Services and/or Network Hardware shall be fixed.
         Base charges do not include freight, insurance, taxes, duties, charges,
         levies and imposts.

4.3      Payment shall be made in U.S. dollars. Terms are net thirty (30) days
         from the date of the invoice. Payments shall be made as set forth
         below:

               If by check to:
                   ViaSat, Inc.
                   P.O. Box 512860
                   Los Angeles, CA 90051-2860

               If by electronic wire transfer to:
                   Union Bank of California
                   530 "B" Street
                   San Diego, CA 92101-4407 USA
                   Routing Transit #: 122000496
                   Acct Name: ViaSat, Inc. General Checking Account
                   Acct #: 4000142625
                   Swift ID: BOFC US 33 SOC (For international wire transfers)

4.4      A service charge of 1.5% per month or the highest rate permitted by law
         (whichever is less) plus reasonable collection charges including
         attorneys' fees will be applied to all invoices not paid within thirty
         (30) days from the date of invoice. If Customer disputes in good faith
         any billing from ViaSat, Customer must notify ViaSat in writing within
         twenty (20) days after receipt of the invoice as to the basis for
         Customer's belief that the disputed amount is not payable. Interest
         will not accrue on the disputed amount if it is determined that the
         amount in dispute should not have been billed to Customer. Interest
         will accrue on late payments if Customer fails to notify ViaSat in
         writing within such twenty (20) days, or if final resolution is that
         the disputed amount is owed to ViaSat.

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<PAGE>

4.5      Except as otherwise provided in this Agreement, at the end of the
         initial Term of this Agreement, ViaSat may increase the Pricing for the
         subsequent years, based upon the increase in the US Consumer Price
         Index and the Pricing hereto shall be deemed to have been amended
         thereby.

4.6      ViaSat reserves the right to suspend provision of any or all Services
         until payment in accordance with this Agreement, including payment for
         Services and all interest owed, is received by ViaSat.

4.7      Invoices for Services performed by ViaSat shall be sent to Customer at
         the following address:

         SiriCOMM, Inc.
         2900 Davis Blvd., Suite 130
         Joplin, Missouri 64804
         ATTN: Hank Hoffman

5.       TAXES

5.1      Customer shall be financially responsible for, and agrees to pay, all
         Taxes (as defined below) imposed on, or otherwise related or
         attributable to, the Services and/or Network Hardware or amounts
         payable by Customer to ViaSat pursuant to this Agreement, whether or
         not any such Taxes are actually charged or separately stated by ViaSat.
         For purposes of this Section 5, the term "Tax" or "Taxes" shall mean
         all federal, state, local, foreign, tribal or provincial taxes,
         charges, fees, levies, imposts, duties, tariffs, surcharges, or other
         assessments, including, without limitation, sales, use, transfer, gross
         receipts, excise, withholding, Universal Service Fund assessments or
         any similar charges or assessments, value added, goods and services,
         government fees on user terminals, and all assessments or replacing,
         any of the above, or other tax or governmental fee of any kind
         whatsoever imposed by any governmental authority, including any
         interest or penalties or additions thereto, whether disputed or not,
         provided, however, that the term Tax or Taxes shall not include any
         taxes imposed on ViaSat's net income. ViaSat's failure to collect and
         remit any Taxes required to be paid by Customer will not relieve
         Customer of its liability for such Taxes.

5.2      Customer shall provide ViaSat with all applicable certificates of
         waiver, exemption, relief, or other reasonably satisfactory evidence of
         waiver, exemption or relief that may be required by any federal, state,
         local or foreign Tax authority pursuant to which ViaSat would be
         relieved of its obligation to charge Customer Tax in connection with
         this Agreement.

6.       PERMITS AND LICENSES

6.1      Customer shall obtain and maintain, at its own expense, all necessary
         local regulatory and legal authorizations, licenses, approvals,
         certifications and permits, governmental or otherwise, necessary for
         Customer and its employees and agents to use the Services and/or
         Network Hardware.

6.2      No license under patents (other than the limited license to use), or
         license in copyrights, trade secrets, or other intellectual property
         rights is granted by ViaSat or shall be implied or arise by estoppel,
         with respect to any Service and/or Network Hardware offered under this
         Agreement.

7.       WARRANTY

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<PAGE>

7.1      ViaSat warrants that Services will be performed in a workmanlike manner
         in accordance with good commercial practices, by qualified personnel.
         Any Network Hardware furnished pursuant to this Agreement shall be new
         or refurbished and during the Warranty Period shall conform in all
         material respects to the published specifications in effect on the date
         such Network Hardware is shipped to Customer.

7.2      The warranty period begins on the date of delivery for Network Hardware
         (furnished pursuant to this Agreement) and extends for twelve (12)
         months. The warranty period for Covered Software is the term of this
         Agreement. ViaSat will repair or replace, at its option, any Network
         Hardware (furnished pursuant to this Agreement) and Covered Software
         returned to ViaSat by Customer at its expense during the Warranty
         Period, which fails to satisfy this warranty, unless the failure was
         the result of shipping; improper installation, maintenance or use by
         Customer; abnormal conditions of operation; tampering; power failures
         or surges; spurious radiation; attempted modification or repair by the
         Customer; or an act of God. ViaSat makes no warranties other than the
         express warranties in this section and none shall be implied. There is
         no warranty of noninfringement, merchantability, or fitness for a
         particular purpose provided hereunder. Customer's sole remedy for any
         breach of warranty is the repair or replacement, at ViaSat's option, of
         the failed item or re-performance of the non-conforming service.

7.3      In addition, ViaSat shall not be responsible for:

         a.       Any repair resulting from persons other than ViaSat service
                  personnel performing maintenance, repairs or modifications
                  without prior written approval by ViaSat.

         b.       Service on machines, accessories or other devices not
                  manufactured by ViaSat, other than Network Hardware. If such
                  damage is determined by ViaSat to be the cause of a
                  malfunction in Covered Software, the Customer will be charged
                  a service fee based upon ViaSat 's then current hourly rates.

         c.       Any Covered Software transferred from the location set forth
                  in this Agreement, may result in such Covered Software being
                  excluded from this Agreement or an additional charge will be
                  levied for the contracted Services unless prior approval in
                  writing has been obtained from ViaSat.

         d.       ViaSat shall not be liable for any damage caused to Customer's
                  facilities or equipment or for any loss resulting there from
                  except for damage caused as a direct result of the accidental
                  or negligent acts or omissions of its employees, servants
                  and/or agents while on-site at Customer's facilities.

         e.       The Covered Software has the capability to run, or interact
                  with, Software applications or hardware that were not provided
                  by ViaSat; e.q. the Covered Software may provide inputs to
                  third party custom billing systems. ViaSat is not responsible
                  for the proper operation of third party applications or
                  hardware, including without limitation billing systems, and
                  cannot give assurances that a failure of third party
                  applications or hardware will not cause the Covered Software
                  to malfunction.

8.       FORCE MAJEURE

         Except for Customer's obligation to make timely payments, no Party
         hereto shall be liable for delay in performance or for non-performance
         caused by circumstances beyond the control of the party affected,
         including for example but not limited to, acts of God, fire, flood,
         war,

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<PAGE>

         government action, accident, technical failure, labor trouble, acts or
         omissions of communications carriers, unauthorized use of the Services,
         shortages, inability to obtain materials, equipment or transportation
         from suppliers or subcontractors when such inability is due to causes
         of Force Majeure on the part of the affected Party's suppliers or
         subcontractors; provided, however, that the party so affected notifies
         the other parry in writing as soon as possible of the existence of such
         condition. In the event of delay due to any such condition, any
         performance obligation shall be adjusted equitably.

9.       INDEMNIFICATION; LIMITATION OF LIABILITY

9.1      Each party shall indemnify and hold harmless the other, its directors,
         officers, employees, agents, subsidiaries, affiliates, subcontractors
         and assignees, or any of them, from and against any losses, damages,
         liabilities, expenses, costs, claims, suits, demands, actions, causes
         of action, proceedings, judgments, assessments, deficiencies and
         charges on account of physical damage to tangible property and personal
         injuries, including death, to all persons, arising from any negligent
         actions or omission or willful misconduct of the party. Provided
         Customer promptly notifies ViaSat, in writing, of such claims, and
         provided Customer qives ViaSat the right to defend and/or settle such
         claims at its expense with counsel of its choice. ViaSat shall
         indemnify and defend Customer, its directors, officers, employees and
         agents from and against any claim, action, damage, liability and
         expense arising out of or in connection with claims for patent
         infringement arising from the Service furnished by ViaSat (other than
         claims for patent infringement arising from Customer combining or using
         the Service furnished by ViaSat in connection with facilities or
         equipment furnished by others). The indemnification provisions set
         forth in this Section 9 extend to and include any attorney's fees and
         costs incurred by such parties from any actions or claims to which this
         indemnification applies, or from contesting the applicability of this
         provision. This Section 9 shall survive the termination of this
         Agreement.

9.2      Notwithstanding any other provision of this Agreement, under no
         circumstances shall ViaSat or Customer be liable for any incidental,
         consequential, punitive or special damages of any nature whatsoever,
         including without limitation, lost profits, loss of information, loss
         of business, or cost of replacement services, however caused, whether
         for breach of warranty, breach of contract, repudiation of contract, or
         in tort, or otherwise, whether or not previously advised of the
         possibility of such damages. In no event shall ViaSat's total liability
         in connection with the performance of this Agreement exceed an amount
         equal to the amount paid by Customer to ViaSat during the six (6)
         months immediately preceding the date on which Customer suffers any
         damages. This Section shall survive the termination of this Agreement.

10.      PROPRIETARY INFORMATION AND RIGHTS

         All patents, trademarks, trade names, copyrights and designs in
         relation to the Services and/or Network Hardware whether registered in
         any part of the Customer's country or province or not shall be and
         remain the property of ViaSat and Customer shall not claim any right or
         property therein or register or cause to be registered in any part of
         the world, any patent, trademark, trade name, copyright or design which
         is the property of ViaSat. ViaSat retains for itself all intellectual
         property and production rights in and to all designs, engineering
         details, software and other data pertaining to the Services and/or
         Network Hardware. Intellectual property includes, without limitation,
         patents, copyrights, trade and service marks, trade names, trade
         secrets, software and semiconductor designs. Customer shall not remove,
         destroy, deface, conceal or alter any name, markings, copyright,
         notice, number or the like on or contained in or attached to the
         Services and/or Network Hardware or alter or modify the Services and/or
         Network Hardware without the prior written consent of ViaSat.

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<PAGE>
         Nothing herein in this Agreement shall be deemed to grant to Customer
         any right, title, license or interest in the word or name "ViaSat" or
         in any other trademark, trade name, trade dress, or logo of ViaSat.

11.      NOTICES

         All notices given pursuant to this Agreement shall be in writing and
         either delivered in person or by certified Mail, return receipt
         requested postage prepaid, or by overnight courier requiring signature
         upon receipt to each party at the following address or such other
         address as such party may direct by similar notice to the other:

         To ViaSat:

         ViaSat, Inc.
         4356 Communications Dr.
         Norcross, Georgia 30093 USA
         ATTN: Director of Contracts - Brad Malloch

         with a copy to:

         ViaSat, Inc.
         4356 Communications Dr.
         Norcross, Georgia 30093 USA
         ATTN: Managing Director, World Wide Service - Phil Yeakel


         To: CUSTOMER:

         SiriCOMM, Inc.
         2900 Davis Blvd., Suite 130 Joplin, Missouri 64804
         USA ATTN: Hank Hoffman

         Any notice given pursuant to this Agreement shall be deemed to have
         been given on receipt.

12.      TERMINATION

12.1     ViaSat may terminate this Agreement in the event that Customer breaches
         a material obligation of this Agreement and such breach continues for a
         period of sixty (60) days after ViaSat provides Customer a written
         notice thereof, setting forth the nature of the alleged breach.
         Customer and ViaSat agree to a good faith effort to remedy such breach
         during this sixty (60) day period.

12.2     Customer may terminate this Agreement in the event that ViaSat breaches
         a material obligation of this Agreement and such breach continues for a
         period of sixty (60) days after Customer provides ViaSat a written
         notice thereof, setting forth the nature of the alleged breach.
         Customer and ViaSat agree to a good faith effort to remedy such breach
         during this sixty (60) day period.

12.3     Should the Agreement be terminated, pursuant to this section, for
         breach of a material obligation of the Customer, Customer shall be
         obligated to immediately pay to ViaSat all fees normally charged for
         the Services for the remaining balance of the Term of this Agreement.
         Also any additional payments due by the Customer to ViaSat will be paid
         by the Customer in

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<PAGE>

         accordance with Section 4.3. Should the Agreement be terminated,
         pursuant to this section, for breach of a material obligation of
         ViaSat, a refund, adjusted for actual Services provided, less any
         outstanding invoices, will be paid to the Customer by ViaSat.

12.4     Termination will entitle ViaSat to cancel any or all undelivered orders
         for Service activation or Technical Support Services without liability
         or obligation.

13.      INSURANCE

13.1     Each of ViaSat and Customer shall: (a) at its own expense, maintain in
         full force and effect Worker's Compensation Insurance for its own
         employees, providing coverage in accordance with the statutory limits
         prescribed for the installation site; (b) require its subcontractors to
         maintain Worker's Compensation Insurance in accordance with the
         statutory limits prescribed for the installation site; and (c) provide
         the other party with a copy of the certificate of insurance upon
         request.

13.2     Each of ViaSat and Customer shall, at its own expense, maintain in full
         force and effect comprehensive general liability insurance with a
         combined single limit of liability of not less than $1,000,000 per
         occurrence. The parties shall provide the other party with a copy of
         the certificate of insurance upon request.

14.      ASSIGNMENT AND SUBCONTRACTING

14.1     This Agreement will be binding upon, inure to the benefit of, and be
         enforceable by, the parties hereto and their respective legal
         representatives, successors and assigns, subject to the understanding
         that ViaSat may assign this Agreement to any entity acquiring all or
         substantially all of the assets of its VSAT Networks business unit.

14.2     ViaSat may engage one or more subcontractors to perform any or all of
         the obligations of ViaSat hereunder.

14.3     Subcontracting by either party shall not, unless the parties otherwise
         agree in writing, relieve the assigning or subcontracting party hereto
         from any obligations hereunder.

15.      GOVERNING LAW

         This Agreement shall be interpreted in accordance with and governed by
         the laws of the State of California, except for its rules or principles
         of conflicts of law. The United Nations Convention on International
         Contracts for the Sale of Goods shall not apply.

16.      MISCELLANEOUS

16.1     This Agreement (and the Exhibits as integrated hereto) constitutes the
         entire agreement between the parties with respect to its subject
         matter, and supersedes all other agreements, understandings and
         contracts whether oral or written with respect thereto. No
         modification, change, amendment to this Agreement shall be of any force
         or effect unless in writing and signed by authorized representatives of
         both Parties.

16.2     The waiver or failure of any Party hereto to exercise any right
         provided for in this Agreement shall not be deemed a waiver of any
         further right hereunder under such provision or any other provisions.
         If any provision of this Agreement shall be held to be invalid or
         unenforceable, the other provisions shall remain in full force and
         effect.

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<PAGE>

16.3     Customer agrees that except as may be required by law, there shall be
         no news releases, advertising, sales promotions, or disclosures of a
         technical nature or otherwise regarding this Agreement or which involve
         the name of ViaSat without the prior written approval of an authorized
         employee of ViaSat, such approval not to be unreasonably withheld.

16.4     All provisions contained in this Agreement which by their language or
         context are intended to survive, such as, without limitation, ownership
         and confidentiality of proprietary information, indemnification and
         payment provisions, shall survive any termination of this Agreement.

16.5     Nothing in this Agreement shall, expressly or implied, give to any
         person other than the parties hereto any benefit or legal or equitable
         right, remedy or claim except as expressly provided herein. All
         remedies provided in accordance with this Agreement are cumulative and
         are in addition to any and all legal rights of the parties except as
         are expressly limited by the terms hereof.

16.6     To the extent any terms and conditions of this Agreement conflict with
         the terms and conditions of the Exhibit(s), an order or order
         acknowledgement, the terms and conditions of this Agreement shall
         control.

16.7     The captions contained in this Agreement are for convenience only, are
         without substantive meaning, and shall not be construed to modify,
         enlarge, or restrict any provision.

16.8     This Agreement may be executed in any number of counterparts, and by
         ViaSat and Customer in separate counterparts, each of which shall be an
         original, but all of which shall together constitute one and the same
         Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.

ViaSat, Inc.                                  SiriCOMM, Inc.
By: /s/ BC Malloch                            By: /s/ Henry P. Hoffman
Printed                                       Printed
Name: Brad Malloch                            Name: Henry P. Hoffman
Title: Dir. of Business Development           Title: President
       Contracts

                                    Page-9-
<PAGE>

                                    EXHIBIT A
                                 SERVICE PRICING

1.                SCOPE

        ViaSat shall provide the Services as described in Section 2 at the
        prices contained in Section 3 and in accordance with the schedule
        contained in Section 4.

2.       SERVICES As a part of this Agreement, ViaSat shall provide the below
         Services:
<TABLE>
<CAPTION>
         -------------------------------------------------------------------------------------------------
           SERVICES:
         -------------------------------------------------------------------------------------------------
          Included in                             Item                               Contract Exhibit
            Offering
         <S>            <C>                                                            <C>
         -------------------------------------------------------------------------------------------------
               No       Installation - Standard Non-Penetrating Roof Mount                  N/A
         -------------------------------------------------------------------------------------------------
              Yes       Shared Hub Services and Technical Support                            B
         -------------------------------------------------------------------------------------------------
              Yes       Internet access for the initial service via a ViaSat                N/A
                        provided portal
         -------------------------------------------------------------------------------------------------
               No       Backhaul Connection to ViaSat Shared Hub                         Customer
                                                                                         Provided
         -------------------------------------------------------------------------------------------------
              Yes       Satellite Bandwidth to support:                                      C

                            o    1.536 Mbps Multicast Forward Channel
                            o    64,128 or 192 kbps peak Unicast Return
                                 Channel Data Rate with 32, 64 or 96 kbps dynamic
                                 CIR (assumes 50:1 oversubscription)
                            o    256, 512 or 768 kbps Unicast Forward Channel
                                 Dynamic CIR (assumes 50:1 oversubscription)
                            Note: Additional satellite bandwidth can be
                            made available at the following monthly rates:
                            o    Download capacity - $650 per 100 kbps channel
                            o    Upload capacity - $2,650 per 256 kbps channel,
                                 $5,250 per 512 kbps channel or $10,400 per 1028
                                 kbps channel
         -------------------------------------------------------------------------------------------------
              Yes       On-Site Maintenance - Next Business Day,                             D
                        Monday through Friday
         -------------------------------------------------------------------------------------------------
               No       Disaster Recovery Hub Support                                       N/A
         -------------------------------------------------------------------------------------------------
               As
            Required    Move, Add and Change (MAC) Activity                                  E
         -------------------------------------------------------------------------------------------------
               As       Hosting at ViaSat's Shared Hub a VPN or Frame                    A- Option
            Required    Relay Interface Router not to exceed a height of 2
                        RUs
         -------------------------------------------------------------------------------------------------
</TABLE>
                                    Page-10-
<PAGE>

  3.     PRICING

  3.1    FEES FOR SERVICES

         The pricing paid by the Customer is based on the configuration at each
         site location:

         -----------------------------------------------------------------------
              Data Rates (Download/Upload)     Monthly Recurring Price Per Site
         -----------------------------------------------------------------------
                    256/64 kbps                               $95.00
         -----------------------------------------------------------------------
                    512/128 kbps                             $128.00
         -----------------------------------------------------------------------
                    768/192 kbps                             $160.00
         -----------------------------------------------------------------------

         The above pricing is based on a total of 400 sites having a contract
         term of sixty (60) months each. The pricing also assumes that the 400
         sites will be installed over a period f not more than six (6) months.
         ViaSat shall commence invoicing the above fees upon installation and
         commissioning of each Remote Terminal.

3.2      ADDITIONAL SERVICES
<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------------------------
                                    Equipment or Service Item                               Price
         ------------------------------------------------------------------------------------------------------
         <S>                                                                            <C>
                  Customer Network Equipment Hosting Fee (2 Rack RUs or less)           $195.00/month
         ------------------------------------------------------------------------------------------------------
          Additional NATed static public IF addresses beyond the initial 1 ea.          $ 50.00 each
         ------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE>

                                    EXHIBIT B
                    SHARED HUB SERVICES AND TECHNICAL SUPPORT



1.       SCOPE

         Through the use of a Shared Hub, ViaSat provides services to enable
         Customer to transmit and receive information between Customer's
         centralized computing equipment and the end user Remote Terminal.
         Customer's use of the ViaSat owned Shared Hub and the associated NOC
         support that is provided (hereinafter referred to collectively as the
         "Shared Hub Services") are as follows:

         A.       ViaSat shall provide Customer with access to the Shared Hub
                  through an interface purchased and installed by the Customer;

         B.       ViaSat shall transmit to the Remote Terminals information
                  received at the Shared Hub from Customer's centralized
                  computing equipment and will transmit to Customer's
                  centralized computing equipment information received at the
                  Shared Hub from the Remote Terminals. Customer shall obtain
                  the required space segment capacity for satellite
                  transmission;

         C.       ViaSat shall provide routing and switching of information
                  between Customer's centralized computing equipment and the
                  Remote Terminals;

         D.       ViaSat shall operate, monitor and control the Shared Hub 24 X
                  7 with resources from ViaSat's NOC.

         The Shared Hub is a fully redundant system located in Atlanta, Georgia.
         The facility consists of a 6.1 meter Ku-band motorized antenna with
         satellite tracking, redundant RF, automatic uplink power control,
         redundant base band equipment, DS3 Internet access, and voice trunking
         capability. The facility is housed in a secure environment with FM 200
         fire suppression system, 30-day diesel generator and uninterruptible
         power system.

         For operation of the Shared Hub, ViaSat provides 24 X 7 technical
         support through a combination of our worldwide Network Operations
         Center (NOC) and our staff of systems and development engineers.

         ViaSat's technical support staff consists of qualified personnel who
         are properly trained and are duly qualified to provide appropriate
         levels of assistance. ViaSat's staff shall assist Customer with
         operation and management of the ViaSat furnished equipment and
         software. Technical Support personnel are available by phone, email or
         Fax. The Technical Support staff consists of qualified engineers
         capable of problem resolution, remote diagnostics, trouble-ticket
         assignment and tracking, and problem diagnosis and action. In the event
         the problem cannot be diagnosed and corrected it shall be escalated to
         systems and development engineers in accordance with the SLA defined in
         this document.

         The technical support staff shall maintain in electronic format copies
         of any software maintenance releases or upgrades to the system software
         and firmware. Additional, the technical support staff shall maintain
         both an electronic and hardcopy version of the operation

                                    Page-12-
<PAGE>

         and maintenance manuals, application notes, software installation
         procedures, and detailed prints for any custom or non-standard
         components. Quarterly reports shall be generated by the technical
         support staff depicting the volume of calls received and the number and
         status of Service Tickets opened.

2.       DEFINITIONS

         "Technical Support", means engineering and operational support provided
         by ViaSat's Network Operations Center staff located in Carlsbad,
         California and our staff of systems and development engineers at our
         Atlanta, Georgia and Clarksburg, Maryland locations.

         "NOC", means the Worldwide Network Operations Center located in
         Carlsbad, California.

         "Service Ticket", means an electronic record that is established and
         periodically updated when a problem or request is made to the NOC. Each
         Service Ticket shall be assigned a unique number for tracking purposes.

         "Shared Hub", means a satellite master earth station owned by ViaSat
         that provides the central link for Customer's network.

         "Shared Hub Services", means Customer's use of the ViaSat owned Shared
         Hub and the associated NOC support that is provided.

3.       REFERENCES AND ATTACHMENTS

        Attachment 1 - Customer Request for Service

4.       PROCESS FOR OBTAINING TECHNICAL SUPPORT

4.1      SUPPORT REQUEST

        Requests for Technical Support shall be made by telephone, fax or e-mail
        to the Worldwide NOC. The contact information for support is as follows:

         -----------------------------------------------------------------------
           ITEM                            WORLDWIDE NOC
         -----------------------------------------------------------------------
           ADDRESS                         ViaSat Network Operations Center
                                           ViaSat Inc.
                                           6155 El Camino Real
                                           Carlsbad, CA 92009-1699 USA
         -----------------------------------------------------------------------
          TELEPHONE                       +1-760-476-2600
          NUMBER
         -----------------------------------------------------------------------
          FAX NUMBER                      +1- 760-929-3931
         -----------------------------------------------------------------------
          E-MAIL ADDRESS                  noc-carlsbad(aviasat.com
         -----------------------------------------------------------------------
          LANGUAGES                       English
          SUPPORTED
         -----------------------------------------------------------------------
          HOURS OF OPERATION              24 X 7, 365 days per year
         -----------------------------------------------------------------------

                                    Page-13-
<PAGE>

         When contacting the NOC, each request for support should be
         communicated providing the information requested in Attachment 1. This
         information includes contact information for the requestor, a
         description of the problem, information on the network impact of the
         problem and any other relevant information. This information shall
         allow the NOC to better understand the nature of the problem and the
         severity.

         Some of the more typical reasons for contacting the NOC include:

         1.       Troubleshooting site problems
         2.       Assistance with software upgrades including telephone support
                  and upgrade planning assistance
         3.       Monitoring and diagnostics of network performance
         4.       Network optimization and sizing analysis
         5.       Assistance in adding or deleting carriers
         6.       Moving to a new transponder or satellite
         7.       Network problem diagnosis, recommendations and resolution
         8.       Network optimization
         9.       Adding or deleting carriers
         10.      Field-testing of new ViaSat software releases with Customer
                  applications.

         From time to time Customer may request ViaSat to provide additional
         support outside the scope of the typical support provided by the NOC.
         This support may include implementing new applications or third party
         hardware, network configuration changes, etc. ViaSat shall evaluate
         these changes and provide Customer a quotation for these types of
         services. If the Customer performs the Remote Terminal installation
         then it is the Customer's responsibility to ensure that all installers
         are properly certified to install the equipment. ViaSat shall not be
         responsible for any support to improperly trained individuals.

4.2      SERVICE TICKETING AND SEVERITY LEVELS

         When contacted by Customer, the NOC shall immediately log the
         problem/request and open a Service Ticket in the service-ticketing
         database. ViaSat's technical personnel shall evaluate each service
         request and apply the following levels of problem severity when
         prioritizing the level of technical response:

         Severity 4 - Failure is an irritant only and does not materially affect
         the operation of the system. Also includes non-priority questions and
         items relating to documentation questions.

         Severity 3 - Failure is an error or failure of the licensed software or
         equipment items, which materially affects the operation of the system,
         but does not prevent the operation of a significant portion of the
         system. A significant portion of the system is defined as fifty percent
         or greater of the sites impacted.

         Severity 2 - Failure prevents operation of a significant portion of the
         system. Severity 1 - Failure prevents the operation of the entire
         network. Once the problem has been logged into the Service Ticketing
         system and the severity determined, the NOC shall provide the person
         requesting support a Service Ticket number, and the appropriate level
         of support shall be assigned to the service request.

                                    Page-14-
<PAGE>

         As appropriate the NOC may request dial/Internet access to Customer's
         network to perform remote diagnostics. It's critical and essential that
         Customer always maintain the capability for NOC personnel to access the
         network.

4.3      SUPPORT TIER LEVELS

4.3.1    CUSTOMER SUPPORT SERVICES

         Customer shall provide first line service and Technical Support to
         their end users. Customer shall initially address requests for support
         before contacting ViaSat. The minimum services Customer shall provide
         their end users are: (i) call center services, (ii) fault isolation and
         problem resolution, (iii) continuing software and documentation
         updates, and (iv) service-ticket tracking. If Customer is unable to
         resolve any issue, then ViaSat shall be contacted by authorized callers
         to obtain needed assistance.

4.3.2    VIASAT SUPPORT SERVICES AND TIER LEVELS

         Based on Customer providing initial support for their end users through
         a call center, ViaSat provides three (3) tiers of NOC Technical
         Support:

         Tier 1 - This tier level is the primary point of contact within the NOC
                  and provides problem resolution, remote diagnostics, Service
                  Ticket tracking, problem diagnosis and action; satellite
                  downloads of new software and escalation to tier 2 if
                  required. Tier 1 services are available 24X7 and are subject
                  to the escalation procedure contained in Section 4.4.

         Tier 2 - This tier provides Customer enhanced service and Technical
                  Support depending upon the nature and severity of the issue.
                  Tier 2 is available 24X7 for severity level 1 & 2 problems and
                  emergencies in accordance with the escalation procedure
                  contained in Section 4.4.

         Tier 3 - This tier provides Customer service and Technical Support for
                  issues that cannot be resolved at tier 2. Tier 3 support is
                  typically provided by senior level System and Design
                  Engineers. These issues may require system optimization to
                  correct deficiencies that can cause network service outages.
                  Tier 3 support is available 24X7 for severe level 1 & 2
                  problems and emergencies in accordance with the escalation
                  procedure in Section 4.4.


         Customer support for non-emergency requests and technical questions
         shall be addressed during normal business hours, five (5) days per
         week.

4.4      ESCALATION AND SERVICE LEVEL AGREEMENT

         Based on the severity of the problem as defined in Section 4.2, ViaSat
         shall escalate the problem and have a temporary and final solution in
         place in accordance with the below table.

                                    Page-15-
<PAGE>
<TABLE>
<CAPTION>
                        Table 4.4. Hardware and Software Problem Escalation

      ------------------------------------------------------------------------------------------------------
                                            2nd & 3rd    Maximum
                      1 st Tier             Tier         Time For
         Severity     Maximum               Maximum      Temporary          Final Solution In Place
         Category     Response Time         Response     Solution In
                                            Time         Place
      ------------------------------------------------------------------------------------------------------
            <S>      <C>                   <C>           <C>                <C>
             4       Immediate -                            NIA.            Future Release Of
                     Available 24 X 7      7 days                           Hardware Or Software
                     Via Phone
      ------------------------------------------------------------------------------------------------------
             3       Immediate -           72 hours                         Next Release Of
                     Available 24 X 7                       30 days         Hardware Or Software
                     Via Phone
      ------------------------------------------------------------------------------------------------------
             2       Immediate -           4 hours          9 hours         Next Release Of
                     Available 24 X 7                                       Hardware Or Software
                     Via Phone
      ------------------------------------------------------------------------------------------------------
             1       Immediate -           1 hour           6 hours         Next Release Of
                     Available 24 X 7                                       Hardware Or Software
                     Via Phone
      ------------------------------------------------------------------------------------------------------
        Hardware and Software Problem Escalation Notes:

         1.       Above stated hours are non cumulative.

         2.       The beginning of each time interval stated above is from the
                  time Customer contacts the NOC and a Service Ticket is opened;
                  and only after Customer has performed trouble diagnosis and
                  attempted problem resolution.
      ------------------------------------------------------------------------------------------------------
</TABLE>

4.5      RESOLUTION OF SERVICE REQUEST

        Upon completion, correction, restoration, or other resolution of
        Customer's request for service from the NOC, the NOC shall record the
        diagnosis of the issue, any actions taken by the NOC to resolve the
        issue, the date and time of resolution, and the man hours invested by
        the NOC in resolving Customer's issue from the time the service ticket
        was initially opened. The steps taken by the NOC during the resolution
        process include:

         1.       Issuance of a Service Ticket number for tracking of the
                  problem

         2.       Engaging Tier 2 or 3 Engineers as required and providing
                  Customer the name of the assigned Engineer for coordination
                  purposes

         3.       Tier 2 or 3 Engineer upon receipt of an assignment shall
                  contact Customer to obtain additional information concerning
                  the problem and shall agree with Customer on the frequency and
                  methods of providing updates.

         4.       Tier 2 or 3 Engineer provides status updates to Customer based
                  on the intervals agreed to in item 3 above.

         5.       Upon resolution of a problem, an e-mail shall be sent to
                  Customer detailing the corrective action and the Service
                  Ticket shall be closed.

                                    Page-16-
<PAGE>

                                  Attachment 1
                          Customer Request for Service

--------------------------------------------------------------------------------
 Company Name:
 Name of Requestor: Phone:
 Fax:
 Email:
--------------------------------------------------------------------------------

 Product Type:                     Version of Software:________________
 Hub Location:

 Describe Issue:



 Impact of Issue: (Please note if issue is intermittent, routine, etc.)
 On Hub or NMS:


 On Remotes:




 Questions:

 What changes (if any) have been made to network?


 Any new applications introduced into network, if so, when?




 General Relevant Facts or Comments:



                                    Page-17-
<PAGE>

                                    EXHIBIT C
                               SATELLITE BANDWIDTH

1.       SCOPE

         ViaSat shall provide Customer Satellite Bandwidth for communications
         services via satellite within the fifty United States and portions of
         Canada, Mexico and the Caribbean. The Satellite Bandwidth shall be in
         the Ku-Band frequency range and be Transponder Protected

2.       DEFINITIONS

         "Satellite Bandwidth", means Ku-band bandwidth on a domestic US
         Satellite.

         "Transponder Protected", means satellite service that may not be
         preempted to restore another Customers service or transponder

3.       NETWORK CHARACTERISTICS

         The Satellite Bandwidth provided by ViaSat to Customer is based on the
         LinkStar system which provides connectivity using a DVB/S broadcast
         outbound carrier from the hub and one or more proprietary format TDMA
         return links from the Remote Terminal back to the hub.

4.       PROVIDED BANDWIDTH

         Satellite Bandwidth shall be provided Customer for the initial number
         of Remote Terminals, and the Satellite Bandwidth can be increased to
         meet Customer's site and application growth. The Satellite Bandwidth
         will be divided between download (towards Remote Terminal) and upload
         (towards hub) capacity.

                                    Page-18-
<PAGE>

                                    EXHIBIT D
                      ON-SITE MAINTENANCE - REMOTE TERMINAL

1.       SCOPE

         By purchasing on-site maintenance, the Equipment supplied by ViaSat
         shall be repaired or replaced by a service technician visiting Customer
         site if there is an Equipment failure. The services provided by ViaSat
         include NOC diagnostics, service technician dispatch, travel to the
         site, spares to replace failed Equipment, repair of failed Equipment,
         shipping and warehousing.

         Problems may be reported to the NOC, 24 x 7, by calling the toll-free
         number: 888-272-7232, or direct, 760-476-2600. The NOC shall issue a
         unique call identifier to document the reported issue and to track
         actions taken toward resolution of the problem. The NOC shall perform
         preliminary troubleshooting and diagnostics; and as required shall
         dispatch service technicians to Customer's site.

2.       SERVICE OFFERING

         ViaSat offers both same day and next day service. The level of service
         shall be determined at the time of contract and can be changed on an
         annual basis. Each service offering is described below.

2.1      SAME DAY SERVICE

         ViaSat shall provide maintenance the same day the maintenance request
         is received from the Customer. The level of service provided will be
         selected by the Customer based on the site hours and the criticality of
         returning the site to full operation. The three levels of same day
         service are described below:
<TABLE>
<CAPTION>
         ----------------------------------------------------------------------------------------------
              LEVEL        MAINTENANCE                HOURS OF              *ARRIVAL TIME
                              DAYS                  MAINTENANCE
         ----------------------------------------------------------------------------------------------
         <S>            <C>                     <C>                     <C>
                A        7 days per week        24 hours per day        5 hours from receipt of
                                                                        maintenance request
         ----------------------------------------------------------------------------------------------
                B        7 days per week        8:00 AM - 8:00 PM       5 hours from receipt of
                                                local time              maintenance request
         ----------------------------------------------------------------------------------------------
                C        Monday - Friday        8:00 AM - 5:00 PM       5 hours from receipt of
                                                local time              maintenance request
         ----------------------------------------------------------------------------------------------
</TABLE>

         * Time outside the hours of maintenance shall not be included when
           determining the 5-hour response time. As an example, if Level C
           service is requested and the request is received at 4:00 PM then
           ViaSat shall be on site by 12:00 noon the following day (1 hour is
           counted from 4:00 PM to 5:00 PM and then 4 hours from 8:00 AM to
           12:00 AM). For a Level A service, ViaSat shall be on site by 9:00 PM
           the same day.

                                    Page-19-
<PAGE>

2.2      NEXT DAY SERVICE

         ViaSat shall provide next day maintenance for those sites designated by
         Customer. Customer shall select from the below two levels of support
         offered by ViaSat:

         -----------------------------------------------------------------------
         LEVEL    MAINTENANCE                    *ARRIVAL TIME
                     DAYS
         -----------------------------------------------------------------------
          A     7 days per week     For those sites serviced by Fed Ex/UPS next
                                    day AM service, ViaSat shall arrive on site
                                    the next day by 10:00 AM local time, for
                                    service calls received by 4:00 PM the
                                    previous day. If the site doesn't have AM
                                    service, ViaSat shall arrive on site by 4:00
                                    PM or within 2 hours of replacement
                                    Equipment delivery.
         -----------------------------------------------------------------------
           B   5 days per week      For those sites serviced by Fed Ex/UPS next
                                    day AM service, ViaSat shall arrive on site
                                    the next day by 10:00 Monday - Friday AM
                                    local time, for service calls received by
                                    4:00 PM the previous day. If the site
                                    doesn't have AM service, ViaSat shall arrive
                                    on site by 4:00 PM or within 2 hours of
                                    replacement Equipment delivery.
         -----------------------------------------------------------------------

         * Days outside the maintenance days shall not beincluded when
           determining the next day response time. As an example if Level B
           service is requested and the request is received on Friday, ViaSat
           shall be on site by 10:00 AM Monday. For a Level A service call,
           ViaSat shall be on site by 10:00 AM Saturday.

2.3      Restoral Time

         When the ViaSat service technician arrives on site with the appropriate
         spare equipment, normal service shall typically be restored within two
         (2) hours of the technician arriving on site. Normal escalation
         procedures to be followed by ViaSat are:

         a.       If the field service technician cannot repair or otherwise
                  resolve the hardware maintenance problem within two (2) hours
                  after arrival on-site, the technician shall contact the ViaSat
                  Network Operations Center (NOC) supervisor.

         b.       If the problem cannot be identified within three (3) hours
                  after the field service technician's arrival on-site, the NOC
                  shall report the problem to a Level II Engineer.

         c.       If the problem is not identified within four (4) hours after
                  the field service technician's arrival on-site, the Manager of
                  Network Operations shall be notified and an appropriate course
                  of action shall be discussed with Customer.

         d.       With respect to ViaSat dispatches of service technicians to a
                  site, ViaSat shall cause ninety percent (90%) of such
                  dispatches to arrive to the site within the designated on-site
                  time.

3.       Maintenance Exclusions

         ViaSat's maintenance coverage under this Agreement is all inclusive
         with the exception of (i)

                                    Page-20-
<PAGE>

         repairs resulting from damage or improper use or operation other than
         in accordance with the operating manuals, including the failure to keep
         the equipment free from dust, grime, water or other liquids, or failure
         to provide sufficient airflow or supply of power free from significant
         or frequent power surges; acts of God; power failure; fire; flood;
         water; lightning; vandalism, as long as the cause is not created by
         ViaSat or the agents of ViaSat, (ii) if access is denied to service
         technician then an abort fee shall apply, (iii) non ViaSat authorized
         alterations, such as antenna moves due to roof work or Customer
         performed antenna moves, (iv) if it is determined upon arrival on site
         the problem is not with the installation of Equipment provided by
         ViaSat, any resulting service dispatches shall be billed to Customer on
         a time and materials basis, or (v) if ViaSat does not install the
         ViaSat provided equipment than any service calls as a result of
         improper installation shall be at extra cost.

                                    Page-21-
<PAGE>

                                    EXHIBIT E
                       MOVE, ADD AND CHANGE (MAC) ACTIVITY

1. SCOPE

         From time to time Customer may require various services to be performed
         by ViaSat. Below is a list of the possible services and the associated
         price.
<TABLE>
<CAPTION>
         -----------------------------------------------------------------------------------------------------
                   SERVICE                    DESCRIPTION                                     PRICE
         -----------------------------------------------------------------------------------------------------
         <S>                  <C>                                                         <C>
         Install              New System Phone Survey, install antenna, antenna            .96m - $680
                              mount, LNB, BUC, RCST, installing 100 foot                   1.2m - $680
                              IFL cable; point, peak& pol antenna, and 1                   1.8m - $855
                              hour commissioning time/hook up of                           2.4m - $1,140
                              customer equipment.
         -----------------------------------------------------------------------------------------------------
         Deinstall            Disassembly and removal of antenna and                       .96m - $650
         (Removal)            mount from roof. Removal of electronics.                     1.2m - $650
                              Restoring site to original preinstallation                   1.8m - $825
                              condition                                                    2.4m - $1,110
         -----------------------------------------------------------------------------------------------------
         Abort Fee or Fee     Applies if installer was properly notified of the                $400
         for Return Trip      site and scheduled a date, traveled to the
                              site and is then instructed to return at a later
                              date to perform the service. Also applies if
                              during a system  move the installer is
                              required to deinstall one day and return the
                              next day for an installation
         -----------------------------------------------------------------------------------------------------
         Antenna Move         Move antenna and mount to different location                  .96m - $740
                              on same roof. Price includes roof pad if                      1.2m - $740
                              required. Price also includes installing up to                1.8m - $925
                              100 ft. of new IFL cable if required. Double                  2.4m - $1,200
                              the charge if two visits are required to
                              deinstall and then reinstall on separate days.
         -----------------------------------------------------------------------------------------------------
         New Cable            Provide and install cable (price per foot)                   $5.00
         (Installed)
         -----------------------------------------------------------------------------------------------------
         Conduit              Provide and install conduit (price per foot)                 $4.00
         -----------------------------------------------------------------------------------------------------
         Trenching            Trenching activities for IFL cable installation           $5.00 - Earth
                              (price per foot)                                         $15.00 - Asphalt or
                                                                                           Concrete
         -----------------------------------------------------------------------------------------------------
         RCST Move            Power off RCST and move to new location.                     $550
                              Includes possibility of rerunning up to 100 ft
                              of IFL cable. Powering up RCST and re-
                              commissioning site
         -----------------------------------------------------------------------------------------------------
         RCST Move after      Same effort as above performed after 6:00                    $650
         hours                pm local time
         -----------------------------------------------------------------------------------------------------
         Expedite fee         Requiring an  installation to be done with                   $250
                              same day notice
         -----------------------------------------------------------------------------------------------------
         Roof Pad             Provide roof pad for a  move or                              $200
                              deinstall/reinstall where the older roof pad
                              can't be reused

                                    Page-22-
<PAGE>
<CAPTION>
         ------------------------------------------------------------------------------------------------------
         <S>                  <C>                                                         <C>
            Site Survey (Non    Pre-installation site visit to determine
             concurrent with    antenna location; mount type, cable routing,                  $350
              installation)     and terminal location. Includes:
                                photographs, drawings, completed survey
                                document and customer acknowledgement.
         ------------------------------------------------------------------------------------------------------
          Deinstall/Reinstall   Move existing antenna and mount, cable,                  .96m - $1,330
          - Same                electronics at same site location. Price                 1.2m - $1,330
          Location/Same         includes roof pad if required. Price also                1.8m - $1,680
          Day                   includes possibility of rerunning up to 100 ft           2.4m - $2,250
                                of IFL cable. Powering up RCST and re-
                                commissioning site
         ------------------------------------------------------------------------------------------------------
          Deinstall/Reinstall   Move existing antenna and mount, cable,                  .96m - $1,405
          - Different           electronics to includes roof Price different             1.2m - $1,405
          Location/Same         location. pad if required. Price also                    1.8m - $1,755
          Day                   includes possibility of rerunning up to 100              2.4m - $2,325
                                ft of IFL cable. Powering up RCST and re-
                                commissioning site. Assume new site is
                                within 25 miles of the old location.
         ------------------------------------------------------------------------------------------------------
          Antenna Repoint       Repoint of an antenna on the same or                          $350
                                different satellite
         ------------------------------------------------------------------------------------------------------
          Hourly Rates:
         ------------------------------------------------------------------------------------------------------
          Regular working       6:00 am - 6:00 pm/ Monday-Friday                             $85
          hours
         ------------------------------------------------------------------------------------------------------
          After hours,          6:00 pm Friday to midnight Saturday                          $125
          Saturday
         ------------------------------------------------------------------------------------------------------
          Sunday, holidays      Midnight Saturday till 8:00 am Monday                        $150
         ------------------------------------------------------------------------------------------------------
</TABLE>
                                    Page-23-