<PAGE>   1
                                                                  Exhibit 10.26


*** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED WITHIN THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.





         SATELLITE MODEM DEVELOPMENT, PRODUCTION AND PURCHASE AGREEMENT


                                 BY AND BETWEEN


                          WILDBLUE COMMUNICATIONS, INC.


                                       AND


                                  VIASAT, INC.



                         EFFECTIVE AS OF MARCH 5, 2001.







                        ViaSat and WildBlue Confidential
<PAGE>   2



March 5, 2001

                               TABLE OF CONTENTS.

<TABLE>
<CAPTION>
<S>     <C>                                                                    <C>
1.      CONSTRUCTION AND INTERPRETATION......................................  1

2.      DEFINITIONS..........................................................  2

3.      CONTRACT DOCUMENTS; POST EXECUTION MATTERS...........................  7

4.      TERM.................................................................  7

5.      SATELLITE MODEM DEVELOPMENT..........................................  7

        5.1.   Statement of Work.............................................  7

        5.2.   WildBlue Responsibilities.....................................  8

        5.3.   Contractor Responsibilities...................................  8

        5.4.   Milestone and Payment Schedule................................  8

        5.5.   Failure to Achieve Milestones.................................  9

6.      ACCEPTANCE AND PRODUCTION............................................  9

        6.1.   Contractor Responsibilities...................................  9

        6.2.   Acceptance Testing............................................  9

        6.3.   Quality Assurance............................................. 12

7.      PHYSICAL APPEARANCE AND BRANDING..................................... 12

        7.1.   Physical Appearance........................................... 12

        7.2.   SM Marks...................................................... 12

        7.3.   Use of Contractor Marks....................................... 12

        7.4.   Dispute Resolution............................................ 13

8.      ORDERING............................................................. 13

        8.1.   Orders Generally.............................................. 13

        8.2.   Order and Delivery Forecast................................... 13

        8.3.   Initial Order................................................. 13

        8.4.   Orders from Affiliates and Authorized Resellers............... 13

        8.5.   Shortfalls and Cancellation of WildBlue Orders................ 14

        8.6.   Minimum Order Quantity........................................ 15

9.      SHIPPING AND RELATED MATTERS......................................... 15

        9.1.   Serial Numbers................................................ 15

        9.2.   Packing and Packaging......................................... 15

        9.3.   Delivery and Storage.......................................... 15

10.     LICENSES, PROPRIETARY RIGHTS AND ESCROW.............................. 16

        10.1.  Ownership..................................................... 16

        10.2.  Grants of Licenses to Contractor.............................. 17

                                                                               i
</TABLE>

                        ViaSat and WildBlue Confidential

<PAGE>   3

March 5, 2001

<TABLE>
<CAPTION>
<S>     <C>                                                                    <C>
        10.3.  Grant of Licenses to WildBlue................................. 17

        10.4.  Software Licenses and Rights.................................. 18

        10.5.  Documentation................................................. 19

        10.6.  Intellectual Property Pool.................................... 19

        10.7.  Source Materials License...................................... 19

        10.8.  Contractor's Rights of Sale to Other Service Providers and End
               Users......................................................... 19

11.     TRAINING............................................................. 19

        11.1.  Training...................................................... 19

12.     CHANGE PROCEDURES.................................................... 20

        12.1.  Development Phase Change Procedures........................... 20

        12.2.  Post-Development Phase Change Procedures...................... 20

        12.3.  Contractor-Proposed Changes................................... 21

        12.4.  Change Orders ................................................ 21

13.     PROGRAM MANAGEMENT................................................... 22

14.     CONTRACTOR'S USE OF SUBCONTRACTORS AND MANUFACTURING FACILITY........ 22

15.     FORCE MAJEURE AND DELAYS............................................. 24

        15.1.  Force Majeure................................................. 24

        15.2.  Excusable Delay............................................... 25

        15.3.  Delay due to Satellite Construction........................... 25

        15.4.  Delay Due to Launch or Satellite Failure...................... 26

16.     PRICES............................................................... 26

        16.1.  General....................................................... 26

        16.2.  SM Prices by Configuration.................................... 26

        16.3.  Most Favored Customer and Royalty............................. 26

        16.4.  Taxes......................................................... 27

17.     WILDBLUE PAYMENTS TO CONTRACTOR AND INVOICING........................ 27

        17.1.  Payments...................................................... 27

        17.2.  Invoicing..................................................... 28

        17.3.  Payment Due................................................... 28

        17.4.  Disputed Charges.............................................. 29

        17.5.  Encumbrances.................................................. 29

18.     INFORMATION; CONFIDENTIALITY......................................... 29

        18.1.  Contractor Information........................................ 29

        18.2.  WildBlue Information.......................................... 29
</TABLE>

                                                                              ii
                        ViaSat and WildBlue Confidential

<PAGE>   4

March 5, 2001

<TABLE>
<CAPTION>
<S>     <C>                                                                   <C>
        18.3.  Confidentiality............................................... 30

19.     WARRANTIES AND TECHNICAL SUPPORT..................................... 32

        19.1.  Pass-Through Warranties....................................... 32

        19.2.  SM Warranty................................................... 32

        19.3.  Monthly Reports............................................... 33

        19.4.  Epidemic Failures............................................. 33

        19.5.  Ownership or Use.............................................. 33

        19.6.  Disclaimer.................................................... 33

        19.7.  Technical Support............................................. 34

20.     INDEMNITIES.......................................................... 34

        20.1.  Indemnity by Contractor....................................... 34

        20.2.  Indemnity by WildBlue......................................... 34

        20.3.  Intellectual Property Infringement............................ 35

        20.4.  Indemnification Procedures.................................... 36

        20.5.  Subrogation................................................... 36

21.     LIABILITY............................................................ 37

22.     DISPUTE RESOLUTION................................................... 37

        22.1.  Informal Dispute Resolution................................... 37

        22.2.  Arbitration................................................... 37

        22.3.  Independent Expert Dispute Resolution......................... 40

        22.4.  Injunctive Relief............................................. 40

        22.5.  Venue and Jurisdiction........................................ 40

23.     TERMINATION.......................................................... 40

        23.1.  Termination for Cause......................................... 40

        23.2.  Termination for Convenience................................... 41

        23.3.  Effect of Termination or Expiration; Wind Down................ 42

24.     LIMITATION OF LIABILITY.............................................. 42

25.     GENERAL.............................................................. 43

        25.1.  Binding Nature and Assignment................................. 43

        25.2.  Entire Agreement.............................................. 43

        25.3.  Compliance with Laws and Standards............................ 43

        25.4.  Notices....................................................... 44

        25.5.  Counterparts.................................................. 44

        25.6.  Relationship of Parties....................................... 44

        25.7.  Severability.................................................. 44
</TABLE>

                                                                             iii
                        ViaSat and WildBlue Confidential

<PAGE>   5


March 5, 2001
<TABLE>
<CAPTION>
<S>     <C>                                                                   <C>
        25.8.  Consents and Approval......................................... 45

        25.9.  Waiver of Default; Cumulative Remedies........................ 45

        25.10. Survival...................................................... 45

        25.11. Public Disclosures............................................ 45

        25.12. Third Party Beneficiaries..................................... 45

        25.13. Amendment..................................................... 46

        25.14. Incorporation by Reference and Order of Precedence............ 46

        25.15. Governing Law................................................. 46

        25.16. Covenant of Good Faith........................................ 46

        25.17. Authorization................................................. 46
</TABLE>
                                                                              iv

                        ViaSat and WildBlue Confidential

<PAGE>   6


March 5, 2001


                               LIST OF SCHEDULES.

   1.     Satellite Modem Product Description
   2.     WildBlue Radio Frequency Interface Specification
   3.     SM/SMTS Functional Specification
   4.     IDU/ODU Interface Specification
   5.     WildBlue Responsibilities
   6.     Statement of Work
   7.     Milestone and Payment Schedule
   8.     Minimum Order Commitment and Maximum Capacity Commitment
   9.     Order and Delivery Forecast
   10.    Labor Rates
   11.    SM Pricing Schedule
   12.    Contractor's Marks
   13.    Technical Support, Warranty Support and Maintenance
   14.    Post Warranty Support and Maintenance
   15.    Documentation Reproduction Guidelines
   16.    Warranty Related Fee Schedule
   17.    Satellite Physical Layer MIB Objects
   18.    Master Preferred Escrow Agreement.


         SATELLITE MODEM DEVELOPMENT, PRODUCTION AND PURCHASE AGREEMENT


                                 BY AND BETWEEN


                          WILDBLUE COMMUNICATIONS, INC.


                                       AND


                                  VIASAT, INC.


        This Satellite Modem Development, Production and Purchase Agreement,
including those Schedules and Attachments attached hereto (the "AGREEMENT"),
effective as of the Effective Date, is entered into by and between WildBlue
Communications, Inc., a Delaware corporation with offices located at 4600 South
Syracuse, Suite 500, Denver, CO 80237 ("WILDBLUE"), and ViaSat, Inc., a Delaware
corporation with offices located at 6155 El Camino Real, Carlsbad, California
92009 ("CONTRACTOR"). As used in this Agreement, "PARTY" means either WildBlue
or Contractor, as appropriate, and "PARTIES" means WildBlue and Contractor.


        The Parties, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, agree as follows:

                                                                               v

                        ViaSat and WildBlue Confidential

<PAGE>   7

March 5, 2001

1.      CONSTRUCTION AND INTERPRETATION

        1.1.   Terms other than those defined in this Agreement shall be given
               their plain English meaning, and those terms, acronyms and
               phrases known in the satellite telecommunications technology
               products and services industries shall be interpreted in
               accordance with their generally known meanings.


        1.2.   Unless the context otherwise requires, words importing the
               singular include the plural and vice-versa.


        1.3.   References to an "Article," "Section" and "Subsection" shall be
               references to an article, section, or subsection of this
               Agreement, unless otherwise specifically stated.


        1.4.   References to this Agreement and the words "herein," "hereof,"
               "hereto," and "hereunder" and other words of similar import refer
               to this Agreement as a whole and not to any particular Article,
               Section or Subsection.


        1.5.   The Article, Section and Subsection headings in this Agreement
               are intended to be for reference purposes only and shall in no
               way be construed to modify or restrict any of the terms or
               provisions of this Agreement.


        1.6.   The word "including" and words of similar import (such as
               "include" and "includes") mean "including, but not limited to."


        1.7.   A reference to "days" means calendar days, unless otherwise
               specifically stated in a reference. A reference to a monthly
               "date" is the last day of the month unless another day is
               specified.


2.      DEFINITIONS

        As used in this Agreement, the following defined terms shall have the
        meanings set forth below. Other capitalized terms used in this Agreement
        are defined in the context in which they are used and shall have the
        meanings there indicated.


        2.1.   "ACCEPTANCE" or "ACCEPTED" means written notification of
               acceptance from the WildBlue Program Manager to the Contractor
               Program Manager (or lapse of the required time for notice of
               rejection set forth in the Acceptance Test Plan or herein as
               applicable) in accordance with the Acceptance Test Plan that a
               Deliverable meets the applicable Acceptance Criteria.


        2.2.   "ACCEPTANCE CRITERIA" means the criteria used to confirm that
               Deliverables meet the requirements of the Acceptance Test Plan
               and/or the Statement of Work.


        2.3.   "ACCEPTANCE TEST PLAN" means the defined criteria, processes, and
               time frame to be mutually agreed upon by the Parties in
               accordance with Section 6.2 below, which are necessary to
               evaluate and demonstrate that Deliverables subject to Acceptance
               Testing in accordance with the Statement of Work satisfy the
               applicable requirements for the relevant Milestone or that the
               Deliverables provide the applicable Features and conform to the
               applicable Specification in all material respects as set forth in
               the Statement of Work.

                                                                               2
                        ViaSat and WildBlue Confidential

<PAGE>   8

March 5, 2001

        2.4.   "ACCEPTANCE TESTING" means the acceptance tests to be conducted
               in accordance with the procedures and timeframes set forth in the
               Acceptance Test Plan.


        2.5.   "AFFILIATE" means, with respect to a Party, any person or entity
               Controlling, Controlled by or under common Control with such
               entity (but only as long as such person or entity meets these
               requirements).


        2.6.   "AUTHORIZED RESELLER" means a person or entity that is authorized
               by WildBlue to buy SMs from Contractor for use with the WildBlue
               System.


        2.7.   "CONTRACTOR BACKGROUND INFORMATION" means all information and
               technology, and all Intellectual Property Rights therein,
               developed by or for Contractor prior to the Effective Date or
               developed by or for Contractor at any time independent of this
               Agreement. Contractor Background Information expressly excludes
               all Third Party Information.


        2.8.   "CONTRACTOR FOREGROUND INFORMATION" means all information and
               technology, and all Intellectual Property Rights therein,
               developed by or for Contractor in connection with the development
               of SMs under this Agreement, excluding Joint Foreground
               Information.


        2.9.   "CONTROL" and its derivatives mean the possession, directly or
               indirectly, of the power to direct or cause the direction of the
               management and policies of a person or entity, whether through
               the ownership of voting stock, by contract or otherwise.


        2.10.  "DEFECT" means any failure of an SM, including any components
               thereof (but excluding failures of any third party components
               provided by WildBlue), to operate in conformance with the
               applicable Specification.


        2.11.  "DELIVERABLES" means the products and services set forth in
               Schedule 6 (Statement of Work), including, without limitation,
               all incidental related products and services, provided by
               Contractor under this Agreement.


        2.12.  ***


        2.13.  "DOCUMENTATION" means documentation required to be prepared and
               delivered by Contractor under this Agreement in accordance with
               Schedule 6.


        2.14.  "EFFECTIVE DATE" means March 5, 2001.


        2.15.  "END USER" means a person or entity (other than WildBlue,
               Authorized Resellers or Service Providers) that purchases (other
               than for resale or distribution) an SM for use outside the
               WildBlue System.


        2.16.  "ESCROW AGREEMENT" means the Escrow Agreement for Source
               Materials to be agreed to by the parties and attached to this
               Agreement as Schedule 18.


        2.17.  "EXECUTABLE CODE" means the fully compiled version of a software
               program that can be executed by a computer and used by an end
               user without further compilation.


        2.18.  "FEATURE" means a function, innovation or performance improvement
               to the SMs that is made generally available to any User. New
               Features may be offered by Contractor to WildBlue separately or
               bundled. The term "Feature" does not include Point Releases or

                                                                               3
                        ViaSat and WildBlue Confidential

<PAGE>   9

March 5, 2001

               Software Patches, or hardware or software changes which correct
               and/or fix Defects in such current release.


        2.19.  "HARDWARE" means the hardware components of SMs, excluding any
               Software.


        2.20.  "INITIAL ORDER" is defined in Section 8.3 below.


        2.21.  "INITIAL SM DELIVERY" is defined in Section 5.4(d).


        2.22.  "INSOLVENCY EVENT" is defined in the Escrow Agreement.


        2.23.  "INTELLECTUAL PROPERTY RIGHTS" means any and all rights in the
               following:


               (a)    patents whether registered or unregistered;


               (b)    inventions whether or not capable of protection by patent
                      or registration;


               (c)    rights in commercial information and technical
                      information, including know-how, research and development
                      data, manufacturing methods and data, specifications and
                      drawings, formulas, trade secrets, algorithms, prototypes
                      and research materials;


               (d)    copyrights (including without limitation any application,
                      registration or renewal related thereto), registered
                      designs or design rights (whether or not capable of
                      protection by registration), trademarks (whether
                      registered or unregistered, including without limitation
                      service marks, logos, sound logos, certification marks,
                      and trade names, together with any applications,
                      registrations and renewals for any of the foregoing and
                      the goodwill associated with each), domain names, mask
                      work rights, database rights, and moral rights;


               (e)    applications for the grant of rights of the foregoing
                      descriptions;


               (f)    rights of a similar or analogous nature to any of the
                      foregoing whether in existence now or in the future and
                      wherever located in the world.


        2.24.  "INTERFACE SPECIFICATION" means the written specifications
               defined in Schedules 2 and 4 and each subsequent revision of such
               documents (including any modifications and derivative works
               thereof), but shall not include Specification Embodiment and IS
               Background Information.


        2.25.  "IS BACKGROUND INFORMATION" means that Contractor Background
               Information developed by Contractor prior to the Effective Date
               or developed by or for Contractor at any time independent of this
               Agreement that incorporated into or essential to the application
               of the Interface Specification, and all Intellectual Property
               Rights therein, but shall not include Specification Embodiment.


        2.26.  "IS FOREGROUND INFORMATION" means that Contractor Foreground
               Information developed by Contractor in the course of performance
               of this Agreement that relates to the Interface Specification,
               and all Intellectual Property Rights therein, but shall not
               include Specification Embodiment.

                                                                               4
                        ViaSat and WildBlue Confidential

<PAGE>   10

March 5, 2001

        2.27.  "JOINT FOREGROUND INFORMATION" means all information and
               technology, and all Intellectual Property Rights therein, jointly
               developed by Contractor and WildBlue in connection with the
               development of SMs under this Agreement. The determination of
               whether Contractor and WildBlue are joint authors for
               copyrightable foreground information or joint inventors for
               patentable foreground information shall be based on federal
               copyright and federal patent law respectively.


        2.28.  "LEGAL REQUIREMENTS" means all laws, statutes, codes, acts,
               ordinances, orders, judgments, decrees, injunctions, directions
               and requirements of all governmental agencies applicable to or
               required in connection with the SMs.


        2.29.  "LIEN" means any lien (including subcontractor and other mechanic
               liens), imperfection in title, security interest, claim, charge,
               restriction or other encumbrance.


        2.30.  ***


        2.31.  "LOSSES" means all losses, costs, expenses, liabilities and
               damages reasonably incurred resulting from or relating to under
               any settlement, litigation or final judgment, and all related
               reasonable costs and expenses, including reasonable legal fees,
               fines, interest and penalties.


        2.32.  "MAJOR COMPONENT" is defined in Section 14.


        2.33.  "MAJOR COMPONENT VENDOR" is defined in Section 14.


        2.34.  "MAJOR RELEASE" means the issue of Software and any superseding
               issue thereof which adds new Features or functionality to, or
               substantially enhances, the existing Software. A Major Release
               may also correct defects in earlier releases.


        2.35.  "MARK" means any trademark, service mark, trade name, domain
               name, logo or other indicia of source or origin of a product or
               service.


        2.36.  "MILESTONE PAYMENT" means an NRE Payment (as defined in Section
               17.1) made by WildBlue to Contractor in accordance with Section
               17.2 below upon the achievement by Contractor of certain
               Milestones and Acceptance by WildBlue of the corresponding
               Milestone.


        2.37.  "MILESTONES" is defined in Section 5.4.


        2.38.  "NRE PAYMENT" is defined in Section 17.1.


        2.39.  "ORDER" means a purchase order issued by WildBlue to Contractor
               confirming the purchase of SMs and providing carrier, shipping
               destination and other similar information.


        2.40.  "OUT-OF-BOX FAILURE" means the inoperability of any SM or failure
               of any SM to operate in accordance with the applicable
               Specification either (a) if initially tested after delivery to
               WildBlue but before initial installation, or (b) failure to so
               operate during the two (2) day period immediately following such
               initial installation. Out-of-Box failure does not include failure
               of any third party components provided by WildBlue.

                                                                               5
                        ViaSat and WildBlue Confidential

<PAGE>   11

March 5, 2001

        2.41.  "POINT RELEASE" means a reissue of the existing Software which
               revises or improves the Software with which it is associated; a
               Point Release may also correct and/or fix defects in the current
               release of Software.


        2.42.  "PRICE" means the price of an SM to WildBlue as set forth on
               Schedule 11, FOB those Contractor's designated sites in the
               contiguous Unites States.


        2.43.  "SERVICE PROVIDER" means persons or entities other than WildBlue,
               Authorized Resellers, or End Users that acquire SMs from
               Contractor and resell or distribute such SMs.


        2.44.  "SM" means the satellite modem, designed, developed and
               manufactured by Contractor substantially in accordance with the
               applicable Specification and as authorized under the terms and
               conditions of this Agreement, and any other substantially similar
               satellite modem in design and function manufactured by or for
               Contractor.


        2.45.  "SM-A" and "SM-B" mean those versions of the SM with the
               applicable requirements and Specifications set forth in the
               Statement of Work.


        2.46.  "SOFTWARE" means the machine readable computer programs
               (including firmware, files, databases, interfaces, documentation
               and other materials related thereto, any third party Software
               sublicensed by Contractor hereunder), as such Software is
               revised, upgraded, updated, corrected, modified, and enhanced
               from time-to-time and provided to WildBlue pursuant to this
               Agreement.


        2.47.  "SOFTWARE PATCHES" means Software that corrects or removes a
               reproducible anomaly or "bug," whether or not such anomaly
               applies to software furnished to WildBlue under this Agreement.
               Software Patches do not include Point Releases or Major Releases,
               and do not represent an upgrade to or enhancement of existing
               Software specifications.


        2.48.  "SOURCE MATERIALS" means the human readable version of the
               Software written in a high level language, including source code
               listings as then commented, system and program flowcharts, and
               such other components, programs and documents to fully utilize,
               modify and maintain the Software consistent with standards set
               forth herein, including all necessary support routines that
               enable the software program to be compiled into Executable Code,
               all of which, where applicable, shall be on media that allows the
               program to be read and processed. Source Code includes all
               documentation and know-how reasonably necessary to allow a person
               reasonably skilled in computer programming to understand and
               utilize such programs.


        2.49.  "SPECIFICATION" means, with respect to each Deliverable, those
               functional, performance and other requirements specified in the
               Statement of Work for such Deliverable. For SMs, the
               Specification includes the following documents as may be amended
               from time to time in accordance with the terms of this Agreement:

               (a)    Satellite Modem Product Description (set forth in Schedule
                      1)

               (b)    WildBlue Radio Frequency Interface Specification (set
                      forth in Schedule 2)

               (c)    SM/SMTS Functional Specification (set forth in Schedule 3)

               (d)    IDU/ODU Interface Specification (set forth in Schedule 4)

               (e)    Satellite Physical Layer MIB Objects (set forth in
                      Schedule 17).

                                                                               6
                        ViaSat and WildBlue Confidential

<PAGE>   12

March 5, 2001

        2.50.  "SPECIFICATION EMBODIMENT" means all Intellectual Property Rights
               throughout the world now or hereafter owned by a Party hereof
               contained in any embodiment of the SMs apart from the Interface
               Specification.


        2.51.  "STATEMENT OF WORK" or "SOW" means the description of the work to
               performed by Contractor under this Agreement as set forth in
               Schedule 6.


        2.52.  "THIRD PARTY INFORMATION" means information and technology, and
               all Intellectual Property Rights therein, owned by a third party.


        2.53.  "UNITED STATES" or "U.S." means the United States of America.


        2.54.  "USER" means a person or entity (other than WildBlue, any
               Authorized Reseller, or a Service Provider) that purchases other
               than for resale or distribution an SM for use in the WildBlue
               System.


        2.55.  "USER DOCUMENTATION" means the user documentation furnished to
               WildBlue by Contractor for distribution along with the SMs.


        2.56.  "WAIVER" means a written authorization to accept an item of
               equipment or software after manufacture which is found to depart
               from specified requirements but is nevertheless considered
               suitable for use, "as is," or after rework by an appropriate
               method.


        2.57.  "WBSM" means the SM-A or SM-B or other production versions of the
               SM produced for WildBlue under this Agreement after Acceptance
               for production by WildBlue in accordance with Section 6.2.


        2.58.  "WILDBLUE BACKGROUND INFORMATION" means all information and
               technology, and all Intellectual Property Rights therein,
               developed by or for WildBlue prior to the Effective Date or
               developed by or for WildBlue at any time independent of this
               Agreement.


        2.59.  "WILDBLUE FOREGROUND INFORMATION" means all information and
               technology, and all Intellectual Property Rights therein,
               developed by or for WildBlue in connection with the development
               of SMs under this Agreement, but excluding all Joint Foreground
               Information.


        2.60.  "WILDBLUE SYSTEM" means the broadband internet access system
               operated by WildBlue, as further described in the Specification.


3.      CONTRACT DOCUMENTS; POST EXECUTION MATTERS


        3.1.   The contract documents consist of this Agreement and each of the
               Schedules, each as may be amended from time to time in accordance
               with the terms of this Agreement, which are attached hereto and
               incorporated into this Agreement by this reference.


        3.2.   The Parties acknowledge that as of the Effective Date, following
               Schedules are incomplete: 16 and 17 . Within sixty (60) days
               after the Effective Date, or such later time as the Parties may
               mutually agree, the Parties will agree on and deliver a final
               version of such Schedules.

                                                                               7
                        ViaSat and WildBlue Confidential

<PAGE>   13

March 5, 2001

4.      TERM


        The term of this Agreement shall begin upon the Effective Date and shall
        expire five (5) years thereafter (the "INITIAL TERM"). Prior to the
        expiration of the Initial Term or the first two Extended Terms (as
        defined below), WildBlue may, at its option, extend the term of this
        Agreement for additional one (1) year terms (for a maximum Term of eight
        years), by providing at least sixty (60) days written notification to
        Contractor of such extension prior to the end of the then current term
        (each such extension is referred to as an "EXTENDED TERM"); provided
        that the then current SM Order and Delivery Forecast is at least five
        thousand (5,000) SMs per month. The Initial Term and all of Extended
        Terms (as they may be earlier terminated), are collectively referred to
        as the "TERM."


5.      SATELLITE MODEM DEVELOPMENT


        5.1.   STATEMENT OF WORK. The Parties each agree to perform their
               respective obligations set forth in the Statement of Work,
               setting forth the development schedule, Milestones, Deliverables,
               Acceptance Criteria and other criteria relating to the
               Deliverables to be provided by Contractor under this Agreement.
               In accordance with the terms of this Agreement and the Statement
               of Work, Contractor shall develop and provide WildBlue with the
               Deliverables.


        5.2.   WILDBLUE RESPONSIBILITIES. WildBlue shall deliver to Contractor
               those documents and items set forth on and in accordance with
               Schedule 5. WildBlue agrees to provide such other WildBlue
               Background Information and WildBlue Foreground Information to
               Contractor as required by Section 10.1. WildBlue shall use
               commercially reasonable efforts to obtain any government
               approvals or certifications applicable to the WildBlue System,
               apart from approvals or certifications applicable to SMs, that
               are reasonably necessary for Contractor to fulfill its
               obligations set forth in Section 5.3(b) below.


        5.3.   CONTRACTOR RESPONSIBILITIES.


               (a)    Contractor shall design, construct and deliver the
                      Deliverables that meet the requirements of the
                      Specification in accordance with the Statement of Work.
                      Further, promptly upon the completion of each development
                      phase, and no later than the relevant Milestone date,
                      Contractor will deliver to WildBlue the portion of the
                      Deliverables and any other materials required to be
                      provided by Contractor under such development phase as
                      described in the Statement of Work (such other materials
                      being included in the definition of the term
                      "Deliverables"). The Deliverables subject to Acceptance
                      Testing in accordance with Schedule 7 that are produced by
                      Contractor hereunder shall be tested by Contractor and
                      delivered to WildBlue for Acceptance, as more fully
                      described in Section 6 below.


               (b)    Contractor shall obtain the appropriate and necessary
                      government approvals and certifications applicable to the
                      WBSM which allow the WBSM to be sold in the United States
                      and Canada. Further, for all other countries in North and
                      South America, provided that WildBlue has obtained the
                      necessary and applicable government approvals for landing
                      rights, Contractor shall at commercially reasonable rates
                      (including reimbursement for reasonable travel, legal, and
                      other related expenses) and, upon a written request from
                      WildBlue, use commercially reasonable efforts to obtain
                      the appropriate and necessary government approvals and
                      certifications applicable to the WBSM and to make any
                      necessary

                                                                               8
                        ViaSat and WildBlue Confidential

<PAGE>   14

March 5, 2001

                      modifications to the WBSM as soon as reasonably
                      practicable after the WildBlue request that allow the WBSM
                      to be sold in such other countries. To the extent
                      practicable, Contractor shall upon request provide
                      WildBlue a non-binding estimate of the costs associated
                      with obtaining such approvals or consents within such
                      countries. Subject to WildBlue's obligations set forth in
                      this Section 5.3(b), Contractor warrants that WBSMs will
                      comply fully with the applicable Legal Requirements in the
                      country for which the WBSMs have been approved as of the
                      date of delivery of such WBSMs.


        5.4.   MILESTONE AND PAYMENT SCHEDULE.


               (a)    MILESTONES. Critical milestones in the development and
                      manufacture of the SM (each a "MILESTONE"), the deadline
                      for achievement for each Milestone (each a "MILESTONE
                      DATE") and the payments required upon the completion of
                      each Milestone, are set forth on Schedule 7 hereto (the
                      "MILESTONE AND PAYMENT SCHEDULE"). Contractor acknowledges
                      and agrees that time is of the essence in the performance
                      of its obligations hereunder and that Contractor's failure
                      to complete its development or manufacturing obligations
                      in a timely fashion will cause serious damage to WildBlue,
                      the amount of which will be difficult to ascertain.
                      Accordingly, Contractor will complete each Milestone on or
                      before the corresponding Milestone Date.


               (b)    FAILURE TO MEET MILESTONES. If Contractor fails to
                      complete each Milestone on or before the corresponding
                      Milestone Date, (1) Contractor will develop a correction
                      plan demonstrating that Contractor can recover from
                      Contractor's failure to achieve such Milestone and present
                      such a correction plan to WildBlue within fourteen (14)
                      days after WildBlue's request for such correction plan;
                      and (2) the Parties will work in good faith to devise a
                      plan of action to achieve the next Milestone by the
                      specified Milestone Date or arrive at a mutually
                      acceptable revised schedule within five (5) business days
                      after WildBlue's receipt of Contractor's plan; and (3)
                      Contractor's performance will be measured against the
                      revised schedule (in no event to exceed ninety (90) days
                      after the original Milestone Date) in such plan of action;
                      provided that Contractor shall not be in breach of this
                      Agreement until the later of five (5) weeks after the
                      Original Milestone Date or the date for performance set
                      forth in the revised schedule.


               (c)    ***If Contractor fails to meet Milestones as set forth in
                      Section 5.4(a), WildBlue will ***.


               (d)    ***Notwithstanding anything to the contrary herein, if
                      Contractor delivers at least *** production SMs which
                      conform to the Specification and satisfactorily pass all
                      Acceptance Testing (the "INITIAL SM Delivery") by the
                      delivery date for Milestone 11 of Schedule 7, WildBlue
                      shall ***.


        5.5.   FAILURE TO ACHIEVE MILESTONES. Subject to the Statement of Work,
               but without prejudice to any remedies WildBlue may have available
               pursuant to Section 5.4, if Contractor fails to achieve an
               original Milestone or a revised Milestone by the corresponding
               Milestone Date, Contractor shall use its reasonable best efforts
               to complete the Milestone as quickly as possible thereafter.


6.      ACCEPTANCE AND PRODUCTION

                                                                               9
                        ViaSat and WildBlue Confidential

<PAGE>   15

March 5, 2001

        6.1.   CONTRACTOR RESPONSIBILITIES. Contractor shall perform all work
               necessary for the manufacturing and delivery of SMs, in
               accordance with the Specification and the Statement of Work.


        6.2.   ACCEPTANCE TESTING.


               (a)    ACCEPTANCE CRITERIA. A mutually acceptable Acceptance Test
                      Plan will be created by the Parties and used to verify
                      that each Deliverable subject to Acceptance Testing in
                      accordance with the Statement of Work meets the Acceptance
                      Criteria defined in the SOW for such Deliverable. Each
                      such Acceptance Test Plan shall include the scope,
                      Acceptance Criteria, parameters to be tested, and an
                      objective measurement for passing or failing, as well as
                      other mutually agreed-upon parameters. If the Parties
                      agree to conduct future Acceptance Testing in relation to
                      new versions of SMs (including new versions of SM Hardware
                      and SM Software), the Acceptance Test Plan, Approval and
                      Acceptance process will follow the process described in
                      this Agreement. For Deliverables in the Milestone Payment
                      Schedule which do not require testing, Acceptance will
                      occur upon satisfying the Acceptance Criteria defined in
                      the SOW for that Milestone.


               (b)    ACCEPTANCE TEST PLAN APPROVAL. Contractor shall submit an
                      Acceptance Test Plan to WildBlue for each Deliverable that
                      is subject to Acceptance Testing no later than sixty (60)
                      days before the relevant Milestone subject to Acceptance
                      Testing. WildBlue will have two (2) weeks to provide a
                      written response to Contractor with respect to the
                      proposed Acceptance Test Plan and have the right to make
                      reasonable modifications to such draft to make it conform
                      to the Specifications and the requirements of this
                      Agreement. Each final Acceptance Test Plan must be
                      approved by both Parties within two (2) weeks after
                      WildBlue's written response to Contractor. If the Parties
                      cannot reach agreement regarding an applicable Acceptance
                      Test Plan in accordance with the two (2) week time frame
                      set forth above, the expedited dispute resolution process
                      of Section 22.2(b) will be applied.


               (c)    ACCEPTANCE TESTING. For each Deliverable that is subject
                      to Acceptance Testing, Contractor shall perform formal
                      testing on first article production units in accordance
                      with the approved Acceptance Test Plan on or prior to the
                      date specified for initial delivery of such Deliverable.
                      WildBlue representatives shall be invited to review the
                      test configuration and witness the formal testing. Upon
                      successful completion of testing, Contractor will deliver
                      to WildBlue a certification that the applicable
                      Deliverable has met the applicable Acceptance Criteria, a
                      copy of the Acceptance Test results and any request for
                      waivers or deviations. Upon delivery of these items
                      WildBlue shall have five (5) days to notify Contractor in
                      writing confirming that Acceptance Testing has been
                      satisfactorily completed or indicating that the
                      Deliverable has failed to pass the Acceptance Testing. Any
                      determination of failure shall be based solely on
                      nonconformity with the Acceptance Test Plan and shall be
                      accompanied by a notice containing reasonably detailed
                      information regarding the reasons for the failure and
                      copies of applicable test documents. Any Deliverable that
                      meets the applicable Acceptance Criteria or that is not
                      rejected or provisionally accepted within such five (5)
                      day period shall be deemed to have been "Accepted." In the
                      event Contractor receives notification that a Deliverable
                      has failed the relevant

                                                                              10
                        ViaSat and WildBlue Confidential

<PAGE>   16

March 5, 2001

                      Acceptance Test Plan, Contractor agrees to use its
                      commercially reasonable best efforts to correct the
                      defects identified in the notice and upon completion of
                      acceptance testing resubmit the items listed above to
                      WildBlue. Contractor will not be authorized to deliver or
                      invoice WildBlue for SM units of a given version until
                      that version has been "Accepted." The failure of an SM
                      version to satisfy the applicable Acceptance Test Plan
                      shall be subject to the cure period and procedures set
                      forth in Section 5.4 above. In the event that Contractor
                      is unable to deliver an SM that satisfies the applicable
                      Acceptance Test Plan within the cure period, WildBlue
                      shall have the remedies set forth in Section 5.4.


               (d)    INDEPENDENT TESTING. WildBlue may perform additional
                      testing on Deliverables. If Acceptance testing, performed
                      by WildBlue after the Deliverable has been Accepted in
                      accordance with 6.2(c) identifies a Defect in that
                      Deliverable, WildBlue shall inform Contractor in writing
                      and describe the alleged Defect and the test conditions
                      under which the Defect was identified. Contractor will
                      have fourteen (14) days to provide a response either
                      disputing the allegation of failure, requesting a Waiver
                      or concurring with the alleged Defect. If Contractor
                      concurs with WildBlue's finding, Contractor will submit a
                      corrective action plan covering SMs of the affected
                      version which are under Warranty or Extended Warranty
                      coverage and Contractor will suspend future deliveries of
                      that version until successful demonstration of the fixes
                      called out in the corrective action plan. A request for a
                      Waiver will be handled in accordance with the provisions
                      of this Agreement. If Contractor disputes WildBlue's
                      allegation of failure, Contractor will provide WildBlue
                      with a written response describing the reasons why the
                      WildBlue test results do not indicate a Defect along with
                      any supporting test data.


               (e)    PROVISIONAL ACCEPTANCE.


                      (i)    Without waiving any of its rights under this
                             Section 6.2, WildBlue may, prior to Acceptance,
                             provisionally accept the initial *** SMs described
                             in Schedule 8 that have not satisfied the
                             Acceptance Test Criteria by notifying Contractor in
                             writing of WildBlue's "provisional acceptance."
                             Such provisional acceptance shall be accompanied by
                             a notice indicating the Defects identified in such
                             SMs (including copies of the applicable test
                             documents, if any) and requiring Contractor to
                             correct such Defects within the Make-Good Period
                             defined below.


                      (ii)   SMs provisionally accepted under paragraph (i)
                             above are counted as full deliveries for purpose of
                             the WildBlue's obligation to make payment
                             (including the associated NRE Payment) and for ***.
                             If (1) the provisionally accepted SMs have Hardware
                             related Defects and SMs with Hardware that meets
                             the Specifications in all respects are not
                             available for delivery forty-five (45) days from
                             the Initial SM Delivery date (Milestone 12 of
                             Schedule 7) or (2) the provisionally accepted SMs
                             have a Software Defect and Contractor has not
                             corrected the Software Defect through a Major
                             Release, Point Release or Software Patch, within
                             two and one half (2.5) months after the Initial SM
                             Delivery Date (each a "Make Good Period"),
                             Contractor shall refund such NRE Payment associated
                             with delivery of those provisionally accepted SMs
                             within thirty (30) days after the end of the Make
                             Good Period. Notwithstanding the foregoing, if the

                                                                              11
                        ViaSat and WildBlue Confidential

<PAGE>   17

March 5, 2001

                             satellite delivery to WildBlue occurs prior to ***,
                             thirty (30) days will be added to the each of the
                             Make Good Periods.


                      (iii)  WildBlue has the right to return to Contractor SMs
                             provisionally accepted pursuant to paragraph (i)
                             above that contain Hardware Defects, at any time
                             within twelve (12) months of the SMs having been
                             delivered to WildBlue. Contractor shall provide to
                             WildBlue a credit of fifty percent (50%) of the
                             original unit purchase Price of any such returned
                             SMs and permit WildBlue to apply such credit
                             towards the purchase Price for SMs that meet the
                             requirements of the Acceptance Test Plan in all
                             respects.


        6.3.   QUALITY ASSURANCE. Contractor shall maintain compliance with its
               ISO 9001 series approach to quality in the performance of its
               obligations under this Agreement. As part of its quality
               assurance obligations, Contractor shall conduct testing of SMs
               after Acceptance (or provisional acceptance) of such SM version
               in accordance with reasonable industry practices. If testing of
               SMs indicates a problem with the quality of the SMs generally
               based on evidence of failure of the SMs, then Contractor will
               provide an plan to correct problem within two (2) weeks after
               notice of such problems by WildBlue.


7.      PHYSICAL APPEARANCE AND BRANDING


        7.1.   PHYSICAL APPEARANCE. Contractor shall submit a physical design to
               WildBlue for review and approval. Contractor shall incorporate
               all reasonable suggestions made by WildBlue regarding physical
               design and appearance of the WBSMs. If incorporating WildBlue's
               suggestions regarding physical design and appearance (including
               SM Marks) materially impacts Contractor's cost or schedule,
               Contractor shall be entitled to receive an equitable adjustment
               in Price and/or schedule in a manner consistent with Section 12.1
               below.


        7.2.   SM MARKS. Branding of WBSMs shall be determined solely by
               WildBlue. WildBlue has the right (but not the obligation) to put
               a Contractor logo (provided by Contractor, which may be a name
               other than "ViaSat"), another logo (excluding that of a competing
               manufacturer of satellite terminals) and/or a WildBlue logo on
               the WBSM at a location and size of WildBlue's choosing. If
               WildBlue opts not to include a Contractor logo, WildBlue will
               include a unique brand name which distinguishes Contractor's
               WBSMs from other manufacturer's WBSMs and will not use such brand
               name on WBSMs from any other manufacturer. WildBlue agrees that
               it will treat Contractor no less favorably regarding the
               placement of brand name and logos on the WBSMs than other
               manufacturers of WBSMs for WildBlue. Contractor shall affix to
               each production WBSM, the Marks selected by WildBlue for
               inclusion on WBSMs, in the form and location determined by
               WildBlue.


        7.3.   USE OF CONTRACTOR MARKS. Contractor grants WildBlue a
               non-exclusive, non-transferable (except as permitted under
               Section 25.1 (Assignment)), royalty-free license (without the
               right to grant sublicenses) to use and reproduce the Contractor
               Marks set forth on Schedule 12, as may be amended upon mutual
               agreement of the Parties from time to time, in accordance with
               Contractor's reasonable guidelines solely for use on WBSMs, or
               for advertising, promotional or other purposes having to do with
               the WildBlue business. WildBlue agrees to state in appropriate
               places on all materials using Contractor Marks that the
               Contractor Marks are trademarks of Contractor and to include the
               symbol (TM) or (R) as appropriate. Contractor agrees that
               WildBlue may utilize Contractor Marks to advertise Contractor's
               participation as a SM vendor. Contractor must obtain permission
               in writing

                                                                              12
                        ViaSat and WildBlue Confidential
<PAGE>   18

March 5, 2001

               from WildBlue to use the WildBlue logo or the WildBlue trade
               name. Subject to Section 25.11, Contractor may use the WildBlue
               logo or WildBlue trade name in connection with listing and
               describing WildBlue as a customer of Contractor in its
               advertising, promotion, marketing and sales materials.
               Notwithstanding the foregoing, neither Party shall make any
               statement that acts as an implied or direct endorsement of any
               product (except for the WBSM) or service of the referencing Party
               by the other Party without such other Party's prior written
               consent.


        7.4.   DISPUTE RESOLUTION. If the Parties cannot reach agreement
               regarding matters arising under Section 7.1, the Parties will
               engage in the Dispute Resolution procedure set forth in Section
               22.


8.      ORDERING


        8.1.   ORDERS GENERALLY. During the Term of this Agreement, Orders for
               SMs shall be issued in accordance with Section 8.2. Any term or
               condition set forth in an Order or other document submitted by
               either Party that is inconsistent with or in addition to this
               Agreement will be of no force or effect, unless mutually and
               expressly agreed by the Parties in writing. Subject to the terms
               of this Agreement, Contractor shall accept all Orders issued by
               WildBlue in accordance with the terms of this Agreement and
               deliver such Orders in accordance with the terms of the Order and
               the terms and conditions of this Agreement. Title and risk of
               loss or damage shall transfer, upon Contractor's delivery to the
               carrier of WildBlue's choice at Contractor's designated shipping
               point within the contiguous U.S. Except as expressly set forth
               herein, delivery schedule changes must be mutually agreed to in
               writing. If Contractor obtains shipping insurance on behalf of or
               for the benefit of WildBlue, WildBlue shall be responsible for
               filing, processing and pursuing all claims under such insurance
               policy.


        8.2.   ORDER AND DELIVERY FORECAST. WildBlue shall provide Contractor
               with a delivery forecast and order commitment as required by
               Schedule 9 (the "SM ORDER AND DELIVERY FORECAST"). A monthly
               delivery forecast becomes an Order through the process defined in
               Schedule 9. Subject to the terms hereof, each Order shall include
               delivery instructions, packaging type, purchase order number,
               quantity, applicable Price (set forth in Schedule 11) and
               statement that the Order is being placed under this Agreement.
               Contractor acknowledges that the WildBlue Order Forecast will be
               binding only as set forth in Schedule 9. WildBlue may vary the
               forecast as provided in Schedule 9.


        8.3.   INITIAL ORDER. Subject to Contractor delivering the SM-Bs by ***,
               WildBlue agrees to purchase from Contractor *** thousand WBSMs
               (the "INITIAL ORDER"), which includes the Initial SM Delivery.
               The delivery schedule for the Initial Order shall be established
               with the first WBSM Order and Delivery Forecast provided by
               WildBlue in accordance with Schedule 9. The delivery schedule and
               quantities for the Initial Order shall be consistent with
               Schedule 8 (Minimum Order Commitment and Maximum Capacity
               Commitment). The delivery schedule may be modified in subsequent
               months consistent with Schedule 8 and Schedule 9. The time period
               during which WildBlue must complete purchase of the Initial Order
               is a function of the actual date for the completion of First
               Article Testing for the SM-B version as defined in Schedule 8.


        8.4.   ORDERS FROM AFFILIATES AND AUTHORIZED RESELLERS. Affiliates and
               Authorized Resellers shall be entitled to purchase WBSMs from
               Contractor under Price, Order, Delivery and Warranty terms
               consistent with this Agreement and such orders shall count toward

                                                                              13
                        ViaSat and WildBlue Confidential

<PAGE>   19

March 5, 2001

               satisfaction of all minimum purchase commitments of WildBlue
               hereunder, including the Initial Order; provided that *** shall
               not be required in such Authorized Reseller agreements.
               Contractor and WildBlue shall use commercially reasonable efforts
               to mutually agree on a form of purchase agreement within ninety
               (90) days after the Effective Date, under which Authorized
               Resellers may order and purchase WBSMs. Such purchase agreement
               will include a license of Contractor Marks to Authorized
               Resellers consistent with the terms of this Agreement. Contractor
               shall notify WildBlue of orders for WBSMs placed by Affiliates
               and Authorized Resellers on a quarterly basis. Contractor agrees
               that, without the prior written consent of WildBlue, no Order by
               an Affiliate or Authorized Reseller shall be delivered unless and
               until all Orders for the relevant time period by WildBlue have
               been delivered.


        8.5.   SHORTFALLS AND CANCELLATION OF WILDBLUE ORDERS.


               (a)    Without WildBlue's prior written approval, Contractor
                      shall not deliver incomplete Orders. WildBlue may refuse
                      to accept a partial delivery or an overage. If Contractor
                      fails to deliver all of the SMs in a WildBlue Order as
                      required by the Order (a "SHORTFALL"), and the delivery
                      delay is not requested by WildBlue or excused under
                      Section 15 (an "UNEXCUSED SHORTFALL"), then on the date
                      the Order was due Contractor shall give WildBlue a written
                      schedule setting forth the schedule on which Contractor
                      will deliver the shortfall (the "MAKE-UP ORDER"). Within
                      five (5) days after WildBlue receives such schedule from
                      Contractor, WildBlue may elect, by giving written notice
                      to Contractor, to delay delivery of all or any portion of
                      the Unexcused Shortfall beyond the dates in Contractor's
                      schedule (for a period not to exceed 120 days), or delete
                      all or any portion of the Unexcused Shortfall from the
                      Order commitment. If WildBlue accepts a partial delivery,
                      WildBlue will have no obligation to pay for any portion of
                      the delivery until the earlier of (i) delivery of the
                      Shortfall by Contractor, and (ii) notice from WildBlue
                      that it has elected to delay (for a period not to exceed
                      120 days) or delete all or any undelivered portion of the
                      affected Order (in which case WildBlue shall be required
                      to pay for only that portion of the Order actually
                      received). Notwithstanding any of the foregoing,
                      WildBlue's acceptance of partial deliveries will not
                      constitute a waiver of WildBlue's rights or a release of
                      Contractor's obligations under this Agreement.


               (b)    For the Initial Order, if WildBlue elects to take delivery
                      of an Unexcused Shortfall, Contractor shall ***. For
                      purposes of determining when Contractor has delivered an
                      SM for which Contractor is required to *** to WildBlue ***
                      under this Section 8.5(b), units of SMs delivered after
                      the Unexcused Shortfall shall be applied first to make up
                      the Unexcused Shortfall. If the delay in making up an
                      Unexcused Shortfall exceeds four (4) weeks, the minimum
                      commitment agreed to by WildBlue for the applicable
                      monthly period and for the Initial Order shall be reduced
                      by the amount of the entire Order to which the Unexcused
                      Shortfall relates.


               (c)    After the completion of the Initial Order, if WildBlue
                      elects to take delivery of an Unexcused Shortfall,
                      Contractor shall *** WildBlue *** subject to the Unexcused
                      Shortfall.


               (d)    If Contractor becomes aware of any circumstance involving
                      Contractor or a sub-contractor of Contractor that would
                      threaten the timely or full delivery of an Order,

                                                                              14
                        ViaSat and WildBlue Confidential

<PAGE>   20

March 5, 2001

                      Contractor shall immediately notify WildBlue of such delay
                      and the cause of such delay. If requested by WildBlue,
                      Contractor shall promptly provide a written plan for
                      correction of such delay.


        8.6.   MINIMUM ORDER QUANTITY. After completion of the Initial Order, if
               WildBlue places an Order for fewer than five thousand (5,000) SMs
               during any month, Contractor shall have the right to refuse to
               accept such Order. If Contractor elects to accept an Order for
               fewer than 5,000 SMs, Contractor shall deliver such SMs in
               accordance with the terms of this Agreement. If WildBlue fails to
               order 5,000 SMs for two (2) consecutive months or three (3) out
               of any period of six (6) consecutive months and thereafter places
               an Order of greater than 5,000 SMs, Contractor will be entitled
               to a one time payment to cover reasonable costs associated with
               reinitiating volume production of SMs to enable Contractor to
               fulfill the Order.


9.      SHIPPING AND RELATED MATTERS


        9.1.   SERIAL NUMBERS. Contractor shall mark each WBSM produced with a
               unique serial number. Contractor shall keep accurate records as
               to the WBSMs, by serial number, that were delivered to WildBlue
               and Authorized Resellers. Upon WildBlue's request, Contractor
               shall provide a report in electronic format which identifies the
               serial numbers received by any purchaser.


        9.2.   PACKING AND PACKAGING. To the extent possible, orders will be
               packaged in blocks of twenty-four (24) individual WBSMs or
               multiples thereof. All deliveries to WildBlue pursuant to this
               Agreement shall be packaged in a manner consistent with industry
               standards for cable modems and packed for safe delivery to their
               destinations without damage. Wholesale, single color packaging is
               included in the purchase price. Contractor shall submit a retail
               outside packaging design and cable options package (to include
               Ethernet and USB cables) ("RETAIL PACKAGE") to WildBlue for
               WildBlue's approval on or before ***. The price for the Retail
               Package will be negotiated between the two parties. The Retail
               Package shall be an option for WildBlue. If the Retail Package
               option is requested WildBlue may purchase WBSMs with both the
               standard packaging and Retail Packaging. Packaging type will be
               specified on Orders.


        9.3.   DELIVERY AND STORAGE. Unless otherwise specified in an Order
               accepted by Contractor, all shipments hereunder shall be FOB
               Contractor's designated site within the contiguous U.S. WildBlue
               may upon five (5) days prior written notice elect to defer a
               scheduled shipment for up to ninety (90) days and Contractor will
               store SMs in its designated warehouses for up to ninety (90) days
               at no cost to WildBlue and Contractor shall retain title and risk
               of loss during storage. Thereafter, Contractor shall continue
               storage and WildBlue shall pay Contractor *** per unit per month
               for such continued storage. Such election to store SMs does not
               relieve WildBlue of the requirement to pay the purchase Price for
               such SM units, which may be invoiced on the originally scheduled
               delivery date.

                                                                              15
                        ViaSat and WildBlue Confidential

<PAGE>   21

March 5, 2001

10.     LICENSES, PROPRIETARY RIGHTS AND ESCROW


        10.1.  OWNERSHIP.


               (a)    BACKGROUND INFORMATION. As between the Parties, each Party
                      hereto shall have and retain exclusive ownership of its
                      Background Information, subject to the rights granted to
                      the other Party under this Section 10.


               (b)    FOREGROUND INFORMATION.


                      (i)    As between the Parties, and except as provided in
                             Section 10.1(b)(iv), Contractor shall have and
                             retain exclusive ownership of Contractor Foreground
                             Information, subject to the rights granted to
                             WildBlue under this Section 10.


                      (ii)   As between the Parties, WildBlue shall have and
                             retain exclusive ownership of WildBlue Foreground
                             Information, subject to the rights granted to
                             Contractor under this Section 10.


                      (iii)  JOINT FOREGROUND INFORMATION. Contractor and
                             WildBlue shall have and retain joint ownership of
                             all Joint Foreground Information without any
                             appropriate right or obligation of accounting to
                             the other Party for profits from exploitation of
                             the rights. With respect to jointly owned patent
                             rights and rights in inventions, the Parties will
                             provide reasonable cooperation and assistance to
                             one another in the preparation, filing and
                             prosecution of any such patents. The Parties will
                             divide any costs and expenses incurred by the
                             Parties preparing, filing, and prosecuting a
                             particular patent application or patent. If a Party
                             does not wish to pay the costs and expenses
                             associated with preparing or filing a particular
                             patent application, it may notify the other Party
                             in writing. In such case, the notified Party may
                             either abandon the patent application in question
                             or may proceed with the application, in which event
                             the other Party will not have any ownership of any
                             resulting patent.


                      (iv)   INTERFACE SPECIFICATION IS FOREGROUND INFORMATION.
                             As between the Parties, WildBlue shall have and
                             retain exclusive ownership of all IS Foreground
                             Information. Except for Contractor's rights in the
                             Contractor Background Information, Contractor
                             hereby irrevocably assigns to WildBlue all right,
                             title and interest worldwide in and to the IS
                             Foreground Information and all applicable
                             Intellectual Property Rights related to the IS
                             Foreground Information that Contractor has or may
                             acquire. Contractor will execute, verify and
                             deliver such documents and perform such other acts
                             (including appearances as a witness) as WildBlue
                             may reasonably request for use in applying for,
                             obtaining, perfecting, evidencing, sustaining and
                             enforcing such it rights in the IS Foreground
                             Information and the assignment thereof. Contractor
                             hereby irrevocably designates and appoints WildBlue
                             and its duly authorized officers and agents as its
                             agent and attorney in fact, which appointment is
                             coupled with an interest, to act for and in its
                             behalf to execute, verify and file any such
                             documents and to do all other lawfully permitted
                             acts to further the purposes of this

                                                                              16
                        ViaSat and WildBlue Confidential

<PAGE>   22

March 5, 2001

                             paragraph with the same legal force and effect as
                             if executed by Contractor.


               (c)    RESERVATION OF RIGHTS. There are no implied licenses under
                      this Agreement, and any rights not expressly granted by a
                      Party to the other Party hereunder shall be reserved by
                      such Party.


        10.2.  GRANTS OF LICENSES TO CONTRACTOR.


               (a)    DEVELOPMENT LICENSE TO USE WILDBLUE INFORMATION. WildBlue
                      hereby grants Contractor a perpetual, worldwide,
                      royalty-free (except as set forth in Section 16.3(b)),
                      non-exclusive, non-transferable (except in accordance with
                      Section 25.1 hereof) license to use, reproduce, modify,
                      and create derivative works of WildBlue Background
                      Information, WildBlue Foreground Information, IS
                      Foreground Information and Third Party Information
                      provided by WildBlue and required by Contractor for the
                      sole purpose of designing and developing SMs(the
                      "DEVELOPMENT LICENSE").


               (b)    WILDBLUE SM PRODUCTION AND DISTRIBUTION LICENSE FOR WBSMS.
                      WildBlue hereby grants to Contractor a worldwide,
                      royalty-free, non-exclusive, non-transferable (except in
                      accordance with Section 25.1 hereof) license to (1) use
                      WildBlue Background Information, WildBlue Foreground
                      Information, IS Foreground Information and Third Party
                      Information provided to Contractor by WildBlue
                      (collectively, "WB IP"), solely to produce, manufacture,
                      distribute and support WBSMs on behalf of WildBlue (the
                      "WBSM PRODUCTION LICENSE").


               (c)    WILDBLUE SM PRODUCTION AND DISTRIBUTION LICENSE FOR OTHER
                      SMS. WildBlue hereby grants to Contractor a worldwide,
                      royalty-free, perpetual, non-exclusive, non-transferable
                      (except in accordance with Section 25.1 hereof) license to
                      use the WB IP, apart from the performance enhancing proxy
                      ("PEP"), solely to produce, manufacture, distribute and
                      support SMs on behalf of third parties (the "SM PRODUCTION
                      LICENSE").


        10.3.  GRANT OF LICENSES TO WILDBLUE.


               (a)    Distribution License. Subject to Sections 10.4 and 10.7,
                      Contractor hereby grants to WildBlue a worldwide,
                      perpetual, royalty-free, non-exclusive, right and license
                      (with the right to sublicense) to use, have used, operate,
                      display, demonstrate, market, distribute, lease and/or
                      sell, without out rights to manufacture or have made, and
                      authorize others to perform the foregoing, the Contractor
                      Background Information and Contractor Foreground
                      Information as incorporated with and into SMs.


               (b)    IS Background Information License. Contractor grants to
                      WildBlue a worldwide, nonexclusive, royalty-free,
                      perpetual and irrevocable right and license to the IS
                      Background Information, with a right to sublicense to
                      other WBSM manufacturers, to:


                      (i)    make, have made, use, reproduce, market,
                             distribute, offer to sell and sell, and import
                             WBSMs; and

                                                                              17
                        ViaSat and WildBlue Confidential

<PAGE>   23

March 5, 2001

                      (ii)   copy, reproduce, publish, display (publicly or
                             otherwise), and make derivative works of the IS
                             Background Information.


                      Contractor acknowledges that the IS Background Information
                      will be publicly disseminated and Contractor waives any
                      right of trade secret in and to the IS Background
                      Information. Contractor further acknowledges that, in the
                      event the license granted in this Section 10.3(b) is
                      terminated, User licenses in effect at the time of such
                      termination shall be unaffected by the termination and
                      shall remain in full force.


               (c)    Development Source Code License. Contractor hereby grants
                      to WildBlue a non-exclusive, royalty free, worldwide,
                      non-transferable (except as provided in the Assignment
                      provision) license to access, utilize, modify and adapt
                      (without the right to distribute) source code versions of
                      Contractor Background Information and the Contractor
                      Foreground Information solely for internal evaluation,
                      development and testing purposes in connection with WBSMs
                      or products related thereto.


        10.4.  SOFTWARE LICENSES AND RIGHTS. Commencing upon delivery of the
               WBSMs to Users, Contractor shall grant to Users a perpetual,
               nontransferable, nonexclusive, fully-paid, royalty-free,
               irrevocable, and a world-wide right and license (or sublicense
               for third party software) to use, copy, access, display, operate
               and process the Software in connection with the intended use of
               the WBSMs. Such User license shall contain, at Contractor's
               option, the following terms:


               (a)    Users shall agree not to decompile or reverse assemble all
                      or any portion of the Software in an effort to obtain the
                      Source Code for the Software, nor shall it authorize
                      others to do so, nor rent, lease, grant a security
                      interest in, or otherwise transfer rights to the Software.


               (b)    Users will not create derivative works of the Software or
                      modify the code to the Software, nor shall it authorize
                      others to do so; provided, however, the foregoing shall
                      not in any manner whatsoever limit WildBlue's, its
                      Authorized Resellers and User's rights to use the Software
                      in accordance with Contractor's instructions or otherwise
                      limit WildBlue's rights to use any tools provided with the
                      Software.


               WildBlue hereby agrees to use the Software in conformance with
               the requirements set forth in paragraphs (a) -and (b) above.


        10.5.  DOCUMENTATION. Contractor shall deliver to WildBlue at no
               additional charge, the Documentation in accordance with Schedule
               6. Subject to Contractor's copyrights and the restrictions set
               forth in Schedule 15, Contractor hereby grants WildBlue a
               perpetual, world wide, non-exclusive, sublicensable (to
               Authorized Resellers) license to use, reproduce, publish, modify,
               and create derivative works of Documentation. WildBlue may elect
               upon one hundred eighty (180) days prior written notice to not
               include Contractor's manual within the WBSM and have the unit
               Price reduced by ten cents ($0.10).


        10.6.  INTELLECTUAL PROPERTY POOL. WildBlue intends to create an
               intellectual property pool similar to that created by CableLabs
               for the DOCSIS standard. Contractor will negotiate in good faith
               with WildBlue to enter into the agreement for such intellectual
               property pool.

                                                                              18
                        ViaSat and WildBlue Confidential

<PAGE>   24

March 5, 2001

        10.7.  SOURCE MATERIALS LICENSE. Subject to the terms and conditions of
               this Agreement, the Escrow Agreement and any restrictions set
               forth in third party license agreements (including Major
               Component Vendors), Contractor hereby grants to WildBlue a
               current non-exclusive, perpetual, royalty free, worldwide,
               non-transferable (except as provided in the Assignment provision)
               license to access, utilize, modify and adapt Source Materials,
               make, have made, use, have used, sell, lease or otherwise
               transfer WBSMs and to provide or have a third party provide
               support and maintenance or Feature Work (as defined below) for
               WBSMs in accordance with Section 12.2(a)(iii). WildBlue hereby
               covenants not to exercise the rights granted to it in this clause
               10.7 except upon the valid release of the Source Materials
               pursuant to a release event ("RELEASE EVENT") as provided in this
               Agreement and the Escrow Agreement. WildBlue shall be obligated
               to maintain the confidentiality of the released Source Materials
               as Confidential Information hereunder. Release Events shall
               include the following events: (a) ViaSat is unable or unwilling,
               after fourteen (14) days notice from WildBlue, to provide support
               and maintenance for WBSMs in accordance with this Agreement; (b)
               ViaSat is subject to an Insolvency Event; (c) WildBlue requires
               Feature Work to be performed on WBSMs and ViaSat is unwilling to
               perform the Feature Work or the parties are unable to agree on
               the terms under which ViaSat would perform such Feature Work in
               accordance with Section 12.2(a)(iii); (d) termination due to
               breach of a material term of the Agreement by ViaSat; or (e) at
               the end of the Term, ViaSat will not extend the Agreement on
               commercially reasonable terms. While WildBlue is in material
               breach of the Agreement, such Source Materials shall not be
               released to WildBlue. The Parties shall execute the Escrow
               Agreement in the form attached hereto as Schedule 18, subject to
               modifications reasonably requested by the escrow agent thereunder
               and mutually agreed to by the Parties, upon the earlier of (1)
               execution of an agreement between the Parties relating to the
               production of SMTS and (2) sixty (60) days from the date hereof.


        10.8.  CONTRACTOR'S RIGHTS OF SALE TO OTHER SERVICE PROVIDERS AND END
               USERS. Subject to Contractor's compliance with the terms and
               conditions of this Agreement, Contractor is entitled to and
               authorized to sell SMs to Service Providers and End Users
               consistent with the terms and conditions of this Agreement.


11.     TRAINING


        11.1.  TRAINING. Contractor will provide WildBlue training in accordance
               with the following:


               (a)    Within thirty (30) days after the delivery of the first
                      production WBSMs, Contractor shall provide WildBlue
                      employees (or their designees), at no additional cost or
                      expense (other than attendees own travel and related
                      expenses to Contractor's training facility, which shall be
                      paid for by WildBlue), one comprehensive training course
                      (with content sufficient to train employees in the use and
                      installation of the WBSM) for attendance by up to
                      twenty-five (25) WildBlue designated individuals. Such
                      training course shall include written course materials for
                      each attendee.


               (b)    Contractor shall develop and furnish all training
                      materials for the initial training referred to in
                      paragraph (a) in a form that is sufficient to enable
                      WildBlue's designated representatives to provide Tier 1
                      support for WBSMs.


               (c)    Contractor shall provide up to twice a year remedial
                      training and training on any changes, updates and
                      enhancements to the WBSMs, or training otherwise

                                                                              19
                        ViaSat and WildBlue Confidential

<PAGE>   25

March 5, 2001

                      requested by WildBlue to enable WildBlue and its
                      Authorized Resellers to be capable of performing all
                      necessary services, including installation, operation,
                      maintenance, provisioning, monitoring and control of the
                      WBSMs. Such additional training shall be at Contractor's
                      expense if changes to the WBSMs were made due to a Defect
                      in the WBSMs . Other training will be provided at the
                      rates set forth in Schedule 10. Contractor will provide
                      WildBlue with all updates, if appropriate, to the training
                      materials provided in order to enable WildBlue to maintain
                      the skill level of its personnel in light of Contractor's
                      changes to the WBSM.


               (d)    Subject to Schedule 15, Contractor grants to WildBlue
                      license to use, modify and distribute all training
                      materials provided by Contractor to WildBlue under this
                      Section 11.


12.     CHANGE PROCEDURES


        12.1.  DEVELOPMENT PHASE CHANGE PROCEDURES. During the Term, WildBlue
               may require changes to the Specification. Within thirty (30) days
               of WildBlue's written requested change, Contractor shall provide
               WildBlue with a summary of the effect of such changes on the
               Price (recurring and non-recurring) and time required for
               performance, and WildBlue shall elect whether to pursue such
               change. Should any such change increase or decrease the Price of
               or time required for performance of Contractor's or its
               subcontractors' obligations hereunder, Contractor shall be
               entitled to a reasonable adjustment in the Milestone Payments,
               Price, development schedule or delivery schedule, as applicable.
               Price adjustments shall account only for the net cost impact
               incurred by Contractor as a result of the change plus a
               reasonable profit thereon. Contractor will provide reasonably
               detailed back-up cost data to support its claim for adjustment.


        12.2.  POST-DEVELOPMENT PHASE CHANGE PROCEDURES.


               (a)    If WildBlue desires to add or remove WBSM Features or
                      functions, WildBlue shall make available to Contractor a
                      right of first offer to perform such Feature/function work
                      ("FEATURE WORK"):


                      (i)    WildBlue shall provide to Contractor in writing
                             details relating to the proposed Feature Work
                             ("WILDBLUE PROPOSED CHANGE");


                      (ii)   Not more than thirty (30) days after receipt of a
                             WildBlue-proposed Change, Contractor shall propose
                             a Price and a development, acceptance and delivery
                             schedule for the WildBlue Proposed Change;


                      (iii)  During the thirty (30) days after WildBlue's
                             receipt of Contractor's proposal, the Parties shall
                             negotiate in good faith regarding the terms and
                             conditions (including price and schedule) for the
                             incorporation of the WildBlue Proposed Change into
                             the WBSM. If Contractor and WildBlue reach
                             agreement on such terms and conditions, Contractor
                             shall design, develop and/or manufacture or have
                             manufactured such WildBlue Proposed Change in
                             accordance with the negotiated terms. Should the
                             Parties not agree upon terms within this thirty
                             (30) day period, WildBlue will have the right to
                             engage a third party to design, develop and
                             manufacture WBSMs incorporating the WildBlue
                             Proposed Change (the

                                                                              20
                        ViaSat and WildBlue Confidential

<PAGE>   26

March 5, 2001

                             "REVISED SM"). If WildBlue engages a third party to
                             develop the new Features or functions of the
                             Revised SM, Contractor will, subject to any
                             restrictions set forth in third party license
                             agreements (including Major Component Vendors),
                             provide WildBlue (and/or its third party designee)
                             (1) a worldwide, non-exclusive, non-transferable,
                             perpetual, royalty free license to access, utilize
                             copy, modify and adapt Contractor Source Materials
                             solely for the development, distribution and
                             support of the new Features and functions, and (2)
                             such other resources at fair market rates as are
                             necessary to enable the third party to develop the
                             new Features and functions. To the extent that any
                             such new Features or functions incorporate or are
                             based on the Contractor Background Information or
                             Contractor Foreground Information, the use of such
                             Intellectual Property is limited to the licenses
                             granted under Section 10.


               (b)    Contractor shall not make changes to the WBSMs to be
                      distributed hereunder unless approved in writing by the
                      WildBlue Program Manager; provided however, that
                      Contractor is authorized, without WildBlue's prior
                      approval, to make changes that do not affect an SM's
                      compliance with the Specifications.


        12.3.  CONTRACTOR-PROPOSED CHANGES. All Contractor-proposed changes to
               the Specification shall be submitted to WildBlue in a written
               proposal that describes in reasonable detail the proposed change
               and the technical, performance and economic (including unit
               price, non-recurring costs and delivery) effects on the SMs and
               the WildBlue System. The Parties shall negotiate in good faith
               and, if agreement is reached, Contractor's Price, non-recurring
               payments and delivery schedules shall be adjusted as applicable;
               provided, however, in no event shall WildBlue be required to
               accept a Contractor proposed change.


        12.4.  CHANGE ORDERS. All changes agreed to by the Parties pursuant to
               this Section 12 shall be in writing signed by both Parties
               ("CHANGE ORDERS").


                                                                              21
                        ViaSat and WildBlue Confidential

<PAGE>   27

March 5, 2001

13.     PROGRAM MANAGEMENT


        Each Party shall designate one employee with decision-making authority
        to serve as the principal technical contact for such Party during the
        Term (each a "PROJECT MANAGER"). The Project Managers shall work
        together to ensure that the development and manufacturing efforts
        hereunder proceed in a timely manner. Either Party may change its
        Project Manager at any time and from time to time by giving the other
        Party written notice. Each Party shall bear its own costs and expenses
        incurred in connection with participation in such meetings.


14.     CONTRACTOR'S USE OF SUBCONTRACTORS AND MANUFACTURING FACILITY


        14.1.  Excluding components provided by WildBlue or its suppliers,
               Contractor shall be solely responsible in all respects for
               obtaining the components necessary to manufacture the WBSMs,
               including without limitation, managing relationships with
               component vendors and sub-contractors and maintaining adequate
               controls on component quality and supply. Contractor will not
               enter into exclusive arrangements with component vendors that
               would preclude the manufacture of WBSMs by other SM
               manufacturers.


        14.2.  In the event that Contractor becomes aware of circumstances
               suggesting that a component vendor or sub-contractor is likely to
               breach its obligations to provide components and/or services to
               Contractor for any reason and if such breach will materially
               impact Contractor's ability to meet its obligations hereunder,
               Contractor shall so notify WildBlue. Upon such breach Contractor
               will develop an action plan to recover from such breach and
               promptly present said plan to WildBlue for recommended changes,
               if any, to such plan.


        14.3.  Contractor shall notify WildBlue in writing of all Major
               Component Vendors that Contractor selects to assist Contractor
               with the development, modification and supply of WBSMs hereunder.
               "MAJOR COMPONENT VENDOR" means a vendor, supplier or
               subcontractor selected by Contractor to develop, modify or supply
               existing application specific integrated circuits for MAC
               processing, downstream demodulation and decoding and upstream
               modulation and coding required to meet the Specification (such
               components referred to as "MAJOR COMPONENTS"). The selection of
               Major Component Vendors is subject to WildBlue's prior written
               approval, which consent shall not be unreasonably withheld,
               conditioned or delayed. Contractor shall make no change in a
               Major Component Vendor without the prior written consent of
               WildBlue, which consent shall not be unreasonably withheld,
               conditioned or delayed. Contractor shall ensure that its contract
               with Major Component Vendors shall be on a non-exclusive basis
               such that the Major Component Vendor can provide components to
               other manufacturers of WBSMs. In the event that Contractor
               becomes aware of circumstances suggesting that a Major Component
               Vendor is likely to breach its obligations to provide components
               and/or services to Contractor for any reason, Contractor shall so
               notify WildBlue, and shall use commercially reasonable best
               efforts to enforce its contractual rights against such vendor or
               sub-contractor to minimize the adverse impact to the WildBlue
               program and schedule. WildBlue may reasonably reject or request
               replacement of any Major Component Vendor by specifying the
               reasons therefor. WildBlue can require the assignment of
               contracts for Major Components if Contractor is in breach of
               those contracts. Contractor will ensure that WildBlue will be
               named a third party beneficiary in any contracts with Major
               Component Vendors.

                                                                              22
                        ViaSat and WildBlue Confidential

<PAGE>   28

March 5, 2001

        14.4.  Contractor shall use a facility (including a third party
               facility) for the manufacture of WBSMs approved by WildBlue, such
               approval not to be unreasonably withheld.


        14.5.  If Contractor selects a Major Component Vendor pursuant to
               section 14.3, Contractor shall use commercially reasonable
               efforts to negotiate terms and conditions that are consistent
               with the following provisions:


               (a)    Contractor will ensure that Major Components Vendors will
                      agree to sell and/or license to other WBSM manufacturers
                      on fair and reasonable terms no less favorable than terms
                      Contractor receives. Any difference in material terms
                      between other WBSM manufacturers and Contractor must be
                      approved in writing by WildBlue. Contractor will ensure
                      that Major Component Vendors are required to notify
                      WildBlue if Contractor is in breach of the agreement with
                      such Major Component Vendor.


               (b)    WildBlue may purchase Major Components under substantially
                      the same terms, cost and timeframe as Contractor.


               (c)    The interfaces to the downstream physical layer and
                      upstream physical layer components shall be well
                      documented and such documents must be made available to
                      WildBlue for distribution to competing vendors of such
                      components at no cost. Such documentation must be thorough
                      enough so that other components built in compliance with
                      such documentation will interoperate within the WildBlue
                      system.


               (d)    To the extent required to develop the SMs, any cable modem
                      and SM reference designs, evaluation boards, software
                      releases and MAC source code releases shall be made
                      available to WildBlue, and other manufacturers identified
                      by WildBlue, at the same time, and on the same terms and
                      conditions (including, without limitation, cost) as such
                      materials are made available to Contractor.


               (e)    Cable modem and SM reference designs, evaluation boards
                      and source code releases must include the same features
                      and capabilities for all WBSM manufacturers.


               (f)    If a Major Vendor fails to deliver in a timely fashion so
                      as to materially breach their subcontract, remedies
                      available to the Contractor shall include reasonable
                      license rights and technical support to allow Contractor
                      to minimize the impact on the SM delivery schedule.


        14.6.  Within 30 days of Effective Date, WildBlue may chose to contract
               directly with a Major Component Vendor to provide a selected
               Major Component to Contractor and any other SM supplier and may
               direct the Contractor to utilize the selected Major Component in
               their WBSM. In that event, the following terms and conditions
               will be included in the contract between WildBlue and the Major
               Component Vendor:


               (a)    Major Components Vendors will agree to sell and/or license
                      to Contractor the components or other deliverables on fair
                      and reasonable terms no less favorable than terms WildBlue
                      receives;

                                                                              23

                        ViaSat and WildBlue Confidential
<PAGE>   29

March 5, 2001

               (b)    Contractor may purchase Major Components under
                      substantially the same terms, cost and timeframe as
                      WildBlue; and


               (c)    To the extent required to develop the SMs, any cable modem
                      and SM reference designs, evaluation boards, software
                      releases and MAC source code releases shall be made
                      available to Contractor at the same time as such materials
                      are made available to WildBlue and at no additional cost.


        The Parties acknowledge and agree that WildBlue has entered into a
        development agreement ***, the terms of which are sufficient to satisfy
        the terms of this section. WildBlue shall designate the Contractor as a
        WildBlue SM Manufacturing Partner (as defined in such development
        agreement).


15.     FORCE MAJEURE AND DELAYS


        15.1.  FORCE MAJEURE.


               (a)    Except for payment obligations hereunder, no Party shall
                      be liable for any failure or delay in the performance of
                      its obligations under this Agreement if and to the extent
                      it is caused by fire, flood, lightning, earthquake,
                      elements of nature or acts of God, Governmental acts
                      (including government approvals of the SM and
                      import/export issues provided that Contractor has complied
                      with its obligations to obtain such approvals or
                      import/export clearances), riots, civil disorders,
                      rebellions or revolutions in any country, or any other
                      cause beyond the reasonable control of such Party;
                      provided, however, that the non-performing Party is
                      without fault in causing such default or delay, and such
                      default or delay could not have been prevented by
                      reasonable precautions and cannot reasonably be
                      circumvented by the non-performing Party through the use
                      of alternate sources, workaround plans or other means (any
                      of the foregoing, a "FORCE MAJEURE EVENT").


               (b)    In the event of a Force Majeure Event, the non-performing
                      Party shall be excused from further performance or
                      observance of the obligation(s) so affected for as long as
                      such circumstances prevail and such Party continues to use
                      its commercially reasonable efforts to recommence
                      performance or observance whenever and to whatever extent
                      possible without delay. Any Party so delayed in its
                      performance shall immediately notify the Party to whom
                      performance is due by telephone (to be confirmed in
                      writing within five (5) business days of the inception of
                      such delay) and describe at a reasonable level of detail
                      the circumstances causing such delay.


               (c)    If any Force Majeure Event substantially prevents,
                      hinders, or delays Contractor's performance for more than
                      one hundred twenty (120) consecutive days, then at
                      WildBlue's option, WildBlue may terminate or modify any
                      affected portion of any Order, or terminate this Agreement
                      in whole or in part, and the charges payable hereunder to
                      the date of termination shall be appropriately adjusted to
                      reflect such termination.


               (d)    Notwithstanding the foregoing provisions of this Section
                      15.1, if the U.S. Federal Communications Commission or
                      other U.S. or foreign regulatory or governing body
                      rescinds or otherwise invalidates WildBlue's
                      communications license or fails to issue such license in
                      due course, which substantially impairs the economic
                      viability of WildBlue (any of the foregoing, a "REGULATORY
                      FORCE MAJEURE EVENT"), the Parties agree to renegotiate
                      this Agreement on commercially

                                                                              24
                        ViaSat and WildBlue Confidential
<PAGE>   30

March 5, 2001

                      reasonable and mutually acceptable terms in light of the
                      effects arising from the Regulatory Force Majeure Event,
                      to the extent such Regulatory Force Majeure is not caused
                      by the gross negligence or willful misconduct of WildBlue.


        15.2.  EXCUSABLE DELAY. "EXCUSABLE DELAY" shall mean (i) a Force Majeure
               Event that prevents Contractor from timely performing its
               obligations hereunder, (ii) WildBlue's failure to timely meet its
               material obligations hereunder (following the applicable cure
               period, if any, and provided that WildBlue receives written
               notice describing in reasonable detail its failure within fifteen
               (15) days after the applicable due date, or in the case of
               WildBlue Major Component Vendor deliverables as set forth in
               Schedule 5, 30 days after the applicable due date) which
               adversely affects Contractor's ability to timely perform its
               obligations hereunder (but only to the extent of such adverse
               effect). In the event of an Excusable Delay, Contractor may stop
               work until Contractor can resume performance following cessation
               of the Force Majeure Event in accordance with Section 15.1 hereof
               or WildBlue resumes or cures performance, as the case may be. In
               addition, Contractor shall be entitled to an appropriate
               adjustment in the Milestone Dates, Statement of Work or other
               applicable production schedule obligations hereunder for any
               Excusable Delay (only to the extent not already covered pursuant
               to Section 15.3 except that the incentive payment dates in
               Schedule 11 shall be adjusted by the delay in the applicable
               delivery) and, in the event of an Excusable Delay caused by
               WildBlue's failure to perform its obligations hereunder, an
               appropriate payment adjustment as mutually agreed by the Parties.
               Payment adjustments shall account only for the net non-recurring,
               production and other related cost impact incurred by Contractor
               as a result of the change plus a reasonable profit thereon.
               Contractor will provide reasonably detailed back-up data to
               support its claim for such adjustment.


        15.3.  DELAY DUE TO SATELLITE CONSTRUCTION. If WildBlue reasonably
               believes that shipment of the first WildBlue Satellite will be
               after *** ("SATELLITE Delay"), WildBlue, will provide written
               notice to Contractor. If, at WildBlue's option, WildBlue requests
               that Contractor wind down and restart the development program
               because of Satellite Delay, WildBlue shall pay reasonable and
               mutually agreed upon expenses associated with Contractor's wind
               down and restart of the development program. If WildBlue provides
               Contractor with written notice of a Satellite Delay, Milestone
               Dates, Statement of Work schedules, manufactured SM commitments
               (excluding the incentive payment dates in Schedule 11) will be
               extended in proportion to the delay relative to Milestone 11
               (Initial SM Delivery) (only to the extent not already extended
               pursuant to section 15.2). For example, if one quarter (_) of the
               way through the development program the satellite ship date is
               delayed by 8 weeks, then the Milestone(s) one quarter (_) of the
               way between Effective Date and the Initial SM Delivery will be
               postponed by 2 weeks, the Milestone(s) half way between Effective
               Date and the Initial SM Delivery will be postponed by 4 weeks,
               the Milestone 11 and subsequent Milestones by 8 weeks.


        15.4.  DELAY DUE TO LAUNCH OR SATELLITE FAILURE. In the event of a
               launch or satellite failure with respect to a WildBlue satellite,
               Contractor shall be entitled to complete its development effort
               and receive payment for such effort in accordance with Schedule
               7. For Orders in place at the time of such launch failure or
               satellite failure, WildBlue shall pay, pursuant to the normal
               invoice schedule. If directed by WildBlue in writing, Contractor
               shall store such SMs for up to eighteen (18) months at an
               additional price of Two Dollars ($2) per unit per month. If, at
               WildBlue's option, WildBlue suspends the Order process set forth
               in Section 8.2 because of launch failure or satellite failure,

                                                                              25
                        ViaSat and WildBlue Confidential
<PAGE>   31

               WildBlue shall pay reasonable and mutually agreed upon expenses
               associated with Contractor's wind down and restart of the
               production program.


16.     PRICES


        16.1.  GENERAL. Contractor shall offer WBSMs for sale to WildBlue,
               Affiliates, and Authorized Resellers at the unit Prices set forth
               in Section 16.2. Provided that the monthly delivery order
               requirements are consistent with Schedule 8 and subject to the
               provisions of Section 8.6, the WBSM unit Prices will not exceed
               the volume prices defined in Schedule 11 (SM Pricing Schedule),
               subject to equitable increase for changes to the WBSM
               requirements.


        16.2.  SM PRICES BY CONFIGURATION. The Price per unit for the SM
               described in the "iSKY Satellite Modem Development Partner &
               Manufacturer Request for Proposal" dated July 7, 2000 is ***. It
               is WildBlue's intention to purchase SM-A's and SM-B's. The Price
               of each WBSM delivered hereunder shall be as set forth in
               Schedule 11. WildBlue may, elect to change the configuration by
               adding Features or removing Features in accordance with the terms
               of this Agreement.


        16.3.  *** CUSTOMER  AND ***.


               (a)    *** CUSTOMER. If during the Term, Contractor sells SMs to
                      a Service Provider or End User ,***. The purchase price to
                      a Service Provider or End User shall be calculated to be
                      net of any volume discounts, rebates and other similar
                      adjustments.


               (b)    ***. For a period of *** years after the Effective Date,
                      Contractor shall *** to WildBlue *** for each SM purchased
                      by any Service Provider; provided, however, that ***
                      received and retained by Contractor hereunder (exclusive
                      of any NRE Payments made to a Major Component Vendor
                      pursuant to Schedule 7). This paragraph will survive
                      termination of this Agreement


        16.4.  TAXES. Unless otherwise agreed to by the Parties in an Order, the
               Parties' respective responsibilities for taxes arising under or
               in connection with this Agreement shall be as follows:


               (a)    Each Party shall be responsible for any personal property
                      taxes on property it owns or leases, for franchise and
                      privilege taxes on its business, and for taxes based on
                      its net income or gross receipts.


               (b)    Contractor shall be responsible for any sales, use,
                      excise, value-added, services, consumption, and other
                      taxes, customs and duties assessed or otherwise payable by
                      Contractor on any goods or services that are used or
                      consumed by Contractor in designing, manufacturing, and
                      providing the SMs where the tax is imposed on Contractor's
                      acquisition or use of such goods or services and the
                      amount of tax is measured by Contractor's costs in
                      acquiring such goods or services.


               (c)    WildBlue shall be responsible for any sales, use, excise,
                      value-added, services, consumption, or other tax, customs
                      and duties assessed on any particular SM or Service
                      purchased by WildBlue and delivered by Contractor to
                      WildBlue or designee hereunder. Such taxes are in addition
                      to the prices set forth herein and shall be identified
                      separately on invoices.

                                                                              26
                        ViaSat and WildBlue Confidential

<PAGE>   32

March 5, 2001

               (d)    The Parties agree to cooperate with each other to enable
                      each to more accurately determine its own tax liability
                      and to minimize such liability to the extent legally
                      permissible. Contractor's invoices shall separately state
                      the amounts of any taxes Contractor is collecting from
                      WildBlue. Each Party shall provide and make available to
                      the other any resale certificates, information regarding
                      out-of-state or out-of-country sales or use of equipment,
                      materials or services, and other exemption certificates or
                      information reasonably requested by either Party.


               (e)    Contractor shall promptly notify WildBlue of, and
                      coordinate with WildBlue the response to and settlement
                      of, any claim for taxes asserted by applicable taxing
                      authorities for which WildBlue is responsible hereunder,
                      it being understood that with respect to any claim arising
                      out of a form or return signed by a Party to this
                      Agreement, such Party shall have the right to elect to
                      control the response to and settlement of the claim, but
                      the other Party shall have all rights to participate in
                      the responses and settlements that are appropriate to its
                      potential responsibilities or liabilities. If WildBlue
                      requests Contractor to challenge the imposition of any
                      tax, Contractor agrees to do so and WildBlue shall
                      reimburse Contractor for all reasonable legal fees and
                      expenses it incurs. WildBlue shall be entitled to any tax
                      refunds or rebates granted to the extent such refunds or
                      rebates are for taxes that were paid by WildBlue.


17.     WILDBLUE PAYMENTS TO CONTRACTOR AND INVOICING


        17.1.  PAYMENTS. Provided that Contractor has completed the Milestones
               set forth on Schedule 7 in accordance with the terms and
               conditions of this Agreement, WildBlue shall pay Contractor
               nonrecurring engineering payments in the aggregate of *** plus
               any amount paid by Contractor to a Major Component Vendor for
               non-recurring development (the "NRE PAYMENTS") in accordance with
               the Schedule 7 and this Section 17.


        17.2.  INVOICING.


               (a)    Following Contractor's successful completion of each
                      Milestone in accordance with the terms hereof, Contractor
                      may invoice WildBlue for the applicable Milestone Payment.
                      Each invoice shall be accompanied by Contractor's written
                      certification that each Milestone to which the invoice
                      relates has been fully and successfully completed.


               (b)    Upon successful completion of a payment Milestone earlier
                      than the required date specified in Schedule 7, Contractor
                      may invoice immediately provided that Contractor has
                      provided WildBlue at least sixty (60) days notice of the
                      intent to deliver early.


               (c)    Upon shipment of SMs pursuant to an Order (including the
                      Initial Order), Contractor will invoice WildBlue for
                      amounts due pursuant to this Agreement for such SMs. Such
                      invoice shall include invoice date, Order number, SM part
                      numbers and descriptions, quantities, unit Prices and
                      total amount due.


               (d)    For deliverables or services provided by Contractor,
                      Contractor will invoice WildBlue upon delivery or at such
                      time as otherwise mutually agreed. For Services,
                      Contractor will invoice WildBlue upon reasonably
                      satisfactory completion of the performance of such
                      Services or at such times as mutually

                                                                              27
                        ViaSat and WildBlue Confidential

<PAGE>   33

March 5, 2001

                      agreed at the hourly rates set forth in Schedule 10. All
                      such invoices shall include invoice date, Order number,
                      description, quantities, unit Prices and total amount due.


        17.3.  PAYMENT DUE.


               (a)    Invoices submitted to WildBlue in accordance with this
                      Section 17 shall be due and payable by WildBlue within
                      thirty (30) days of the date of such invoice.


               (b)    Invoices for payment of *** hereunder and any undisputed
                      amounts owed by Contractor to WildBlue shall be due and
                      payable by Contractor within thirty (30) days of the date
                      of such invoice.


               (c)    Any undisputed payment that is not made after the due date
                      hereunder will be subject to an interest charge at the
                      lesser of (i) one percent (1%) per month, or (ii) the
                      highest rate permitted by applicable law, plus reasonable
                      attorneys' fees and other reasonable collection expenses.


               (d)    Payments to Contractor shall be made in U.S. Dollars via
                      check or wire transfer to the following Contractor
                      account:

                      Union Bank of California
                      530 B Street
                      San Diego, California 92101-4407 USA
                      9 digit Routing Transit Number: ***
                      Depositor Account Title: ViaSat General Account
                      Depositor Account Number: ***

               (e)    WildBlue may set-off against amounts owed to Contractor
                      hereunder any amounts owed by Contractor to WildBlue that
                      are not disputed in good faith.


        17.4.  DISPUTED CHARGES. Either Party may withhold payment of particular
               charges that such Party disputes in good faith. Each Party shall
               notify the other Party if it disputes any charges hereunder
               within ten (10) days after receipt of the invoice for such
               disputed charges, and will set forth its reasons for such dispute
               in reasonable detail. All disputes under this Section shall be
               resolved in accordance with Section 22 below.


        17.5.  ENCUMBRANCES. Contractor shall not perfect any Lien upon any SM
               or Software provided pursuant to this Agreement except as
               otherwise expressly permitted by this Agreement.


18.     INFORMATION; CONFIDENTIALITY


        18.1.  CONTRACTOR INFORMATION.


               (a)    Contractor Background Information and Contractor
                      Foreground Information shall constitute Confidential
                      Information of Contractor. WildBlue shall not possess or
                      assert any Lien against or to Contractor Background
                      Information or Contractor Foreground Information. No
                      Contractor Background Information or Contractor Foreground
                      Information, or any part thereof, shall be sold, assigned,
                      leased, or otherwise disposed of to third parties by
                      WildBlue or commercially exploited by or on behalf of
                      WildBlue, its employees, vendors, contractors or agents,
                      except as expressly provided herein.

                                                                              28
                        ViaSat and WildBlue Confidential

<PAGE>   34

March 5, 2001

               (b)    Except as expressly provided herein, Contractor
                      Confidential Information shall not be disclosed to any
                      party without the prior written consent of Contractor, nor
                      utilized by WildBlue for any purpose other than that of
                      performing its obligations or exercising it rights
                      hereunder.


        18.2.  WILDBLUE INFORMATION.


               (a)    WildBlue Background Information and WildBlue Foreground
                      Information shall constitute Confidential Information of
                      WildBlue. Contractor shall not possess or assert any Lien
                      against or to any WildBlue Background Information or
                      WildBlue Foreground Information. No WildBlue Background
                      Information or WildBlue Foreground Information, or any
                      part thereof, shall be sold, assigned, leased, or
                      otherwise disposed of to third parties by Contractor or
                      commercially exploited by or on behalf of Contractor, its
                      employees, vendors, contractors or agents, except as
                      expressly provided herein.


               (b)    Upon WildBlue's request, but subject to any continuing
                      need of Contractor to fulfill its obligations hereunder,
                      the termination or expiration of this Agreement (in whole
                      or in part) for any reason (including termination for
                      cause) or, with respect to any particular data, on such
                      earlier date that the same shall be no longer required by
                      Contractor in order to render the Services hereunder, such
                      WildBlue Confidential Information (including copies
                      thereof) shall be promptly returned to WildBlue by
                      Contractor in a form reasonably requested by WildBlue or,
                      if WildBlue so elects, shall be destroyed. Contractor
                      shall certify to WildBlue in writing that Contractor has
                      fully complied with the letter and the spirit of this
                      Subsection.


               (c)    Except as expressly provided herein, WildBlue Confidential
                      Information shall not be disclosed to any party without
                      the prior written consent of WildBlue, nor utilized by
                      Contractor for any purpose other than that of performing
                      its obligations or exercising its rights hereunder.


        18.3.  CONFIDENTIALITY.


               (a)    CONFIDENTIAL INFORMATION. Contractor and WildBlue each
                      acknowledge that they may be furnished with, receive, or
                      otherwise have access to information of or concerning the
                      other Party which such Party considers to be confidential,
                      proprietary, a trade secret or otherwise restricted. As
                      used in this Agreement and subject to Subsection (c)(i) of
                      this Section, "CONFIDENTIAL INFORMATION" means all
                      information, in any form, furnished or made available
                      directly or indirectly by one Party to the other,
                      including such information developed by either Party
                      hereunder and used in or with the SMs, which is marked
                      confidential, restricted, proprietary, or with a similar
                      designation, including all WildBlue Background
                      Information, WildBlue Foreground Information, Contractor
                      Background Information and Contractor Foreground
                      Information. Confidential Information also shall include,
                      whether or not designated "Confidential Information": (i)
                      all specifications, designs, documents, correspondence,
                      software, documentation, Source Code, data and other
                      materials and work products produced by either Contractor
                      or its subcontractors in the course of performance of this
                      Agreement; (ii) all information concerning the operations,
                      affairs and businesses of a Party, the financial affairs
                      of a Party, and the relations of a Party with its
                      customers, employees and Authorized

                                                                              29
                        ViaSat and WildBlue Confidential

<PAGE>   35

March 5, 2001

                      Resellers (including customer lists, customer information,
                      account information and consumer markets); (iii) software
                      provided to a Party by or through the other Party; (iv)
                      other information, systems designs and architecture, and
                      data stored on magnetic media or otherwise or communicated
                      orally by either Party, which a reasonable person would
                      assume to be confidential, and obtained, received,
                      transmitted, processed, stored, archived, or maintained by
                      the other Party under this Agreement; and (v) WildBlue
                      equipment forecasts and orders.


               (b)    OBLIGATIONS.


                      (i)    Each Party's Confidential Information shall remain
                             the property of that Party or its licensors except
                             as expressly provided otherwise by the other
                             provisions of this Agreement. WildBlue and
                             Contractor shall each use at least the same degree
                             of care, but in any event no less than a reasonable
                             degree of care, to prevent disclosing to third
                             parties the Confidential Information of the other
                             as it employs to avoid unauthorized disclosure,
                             publication or dissemination of its own information
                             of a similar nature; provided that the Parties may
                             disclose such Confidential Information to entities
                             performing services required hereunder including
                             subcontractors, suppliers or agents where (i) use
                             of such entity is permitted to be used under this
                             Agreement, (ii) such disclosure is necessary or
                             otherwise naturally occurs in that entity's scope
                             of responsibility, and (iii) the entity agrees in
                             writing to assume the obligations described in this
                             Section 18.3.


                      (ii)   As requested by a Party during the Term and upon
                             expiration or any termination of this Agreement (in
                             whole or in part) and completion of the other
                             Party's obligations under this Agreement subject to
                             any continuing need to fulfill its obligations
                             hereunder, the requested Party shall return or
                             destroy, as the requesting Party may direct in
                             writing, all material in any medium that contains,
                             refers to, or relates to the requesting Party's
                             Confidential Information, and retain no copies. The
                             requesting Party shall certify to the other Party
                             in writing that it has compiled with the spirit and
                             the letter of this Subsection.


                      (iii)  Each Party shall take reasonable steps to ensure
                             that its employees comply with this Section 18.3.


               (c)    EXCLUSIONS.


                      (i)    "Confidential Information" shall exclude any
                             particular information which Contractor or WildBlue
                             can demonstrate (1) was, at the time of disclosure
                             to it, in the public domain; (2) after disclosure
                             to it, is published or otherwise becomes part of
                             the public domain through no fault of the receiving
                             Party; (3) was in the possession of the receiving
                             Party at the time of disclosure to it; (4) was
                             received after disclosure to it from a third party
                             who had a lawful right to disclose such information
                             to it without any obligation to restrict its
                             further use or disclosure; or (5) was independently
                             developed by the receiving Party without reference
                             to Confidential Information of the furnishing
                             Party. In addition, a Party shall not be considered
                             to have breached its obligations by disclosing
                             Confidential Information of the other Party as
                             required to satisfy any legal requirement

                                                                              30
                        ViaSat and WildBlue Confidential

<PAGE>   36

March 5, 2001

                             or regulations of a competent government body
                             provided that, immediately upon receiving any such
                             request and to the extent that it may legally do
                             so, such Party advises the other Party promptly and
                             prior to making such disclosure in order that the
                             other Party may interpose an objection to such
                             disclosure, take action to assure confidential
                             handling of the Confidential Information, or take
                             such other action as it deems appropriate to
                             protect the Confidential Information.


                      (ii)   Either Party may disclose the terms and conditions
                             of this Agreement to third parties that (1) have
                             expressed a bona fide interest in consummating a
                             significant financing, merger or acquisition
                             transaction between such third parties and the
                             disclosing Party, (2) have a reasonable ability
                             (financial and otherwise) to consummate such
                             transaction, and (3) have executed a nondisclosure
                             agreement that includes within its scope the terms
                             and conditions of this Agreement. Each Party shall
                             endeavor to delay the disclosure of the terms and
                             conditions of this Agreement until the status of
                             discussions concerning such transaction warrants
                             such disclosure. In addition, either Party may
                             disclose the terms and conditions of this Agreement
                             to its subcontractors, suppliers and agents under
                             confidentiality obligations having a need to know.


               (d)    LOSS OF CONFIDENTIAL INFORMATION. In the event of any
                      disclosure or loss of, or inability to account for, any
                      Confidential Information of the furnishing Party, the
                      receiving Party shall promptly, at its own expense: (i)
                      notify the furnishing Party in writing; (ii) take such
                      actions as may be necessary or reasonably requested by the
                      furnishing Party to minimize the violation; and (iii)
                      cooperate in all reasonable respects with the furnishing
                      Party to minimize the violation and any damage resulting
                      therefrom.


               (e)    NO IMPLIED RIGHTS. Nothing contained in this Section shall
                      be construed as obligating a Party to disclose its
                      Confidential Information to the other Party, or as
                      granting to or conferring on a Party, whether express or
                      implied, any rights or license to the Confidential
                      Information of the other Party.


19.     WARRANTIES AND TECHNICAL SUPPORT


        19.1.  PASS-THROUGH WARRANTIES.


               (a)    Contractor will from time to time provide certain SM
                      components, Software and other items for which Contractor
                      is entitled to warranties from the manufacturers, lessors
                      or licensors of such items. Contractor shall pass through
                      to WildBlue the benefits of such warranties to the extent
                      that Contractor is able to do so pursuant to any
                      agreements between Contractor and such manufacturers,
                      lessors or licensors. Contractor will use commercially
                      reasonable best efforts to obtain warranties from such
                      manufacturers, lessors and/or licensors to provide to
                      WildBlue hereunder.


               (b)    WildBlue shall make no promises or representations to its
                      customers on the behalf of Contractor and its employees
                      and suppliers.

                                                                              31
                        ViaSat and WildBlue Confidential

<PAGE>   37

March 5, 2001

        19.2.  SM WARRANTY.


               (a)    SM PERFORMANCE WARRANTIES. All WBSMs (including WBSM
                      Software) are hereby warranted by Contractor in accordance
                      with Schedule 13.


               (b)    NONCONFORMING SM. Contractor's obligations and WildBlue's
                      remedies for WBSMs which fail to meet the warranties set
                      forth in the preceding paragraph are as set out in
                      Schedule 13.


               (c)    WARRANTY NOT APPLICABLE. This warranty shall not apply to
                      any WBSM or parts thereof, that (a) has had the Serial
                      Number, Model Number, or other identification markings
                      altered, removed or rendered illegible, (b) has been
                      damaged by or subject to improper installation or
                      operation, misuse, neglect or use with improper equipment;
                      or (c) has been repaired or altered by other than
                      Contractor personnel or has been subject to the opening of
                      any sealed cabinet boxes without Contractor's prior
                      written consent. Additionally, this warranty shall not
                      apply to any parts of the WBSM that have been provided by
                      WildBlue or WildBlue supplier.


               (d)    COMPONENTS. Contractor represents, warrants and covenants
                      that all SM components (excluding components provided by
                      WildBlue or its suppliers) provided under this Agreement
                      shall be new, not refurbished, reconditioned or
                      re-manufactured. Notwithstanding the foregoing, Contractor
                      may use refurbished, reconditioned or re-manufactured
                      parts for warranty repair or replacement actions.


               (e)    SM SOFTWARE. During the Warranty Period (as defined in
                      Schedule 13), or any Extended Warranty Period (as defined
                      in Schedule 14) purchased by WildBlue, for each SM under
                      warranty Contractor shall provide to WildBlue, at no cost,
                      all Software Patches, Point Releases, Major Releases and
                      other Software error corrections, bug fixes, patches and
                      mandatory updates (collectively, "SOFTWARE CORRECTIONS")
                      for distribution to WildBlue, Authorized Resellers and
                      Users in accordance with Schedule 13. After the Warranty
                      Period, Contractor shall provide Software Corrections and
                      Major Releases in accordance with Schedule 14 at the
                      prices determined by Contractor from time to time. In
                      addition, Contractor shall make available to WildBlue
                      during the Term of this Agreement all updates, upgrades,
                      enhancements and releases (collectively, "SOFTWARE
                      UPDATES") related to SMs that Contractor makes available
                      to other SM customers, for prices that are no less
                      favorable than the prices under which the Software Updates
                      are made available to such other SM customers. Software
                      Corrections and Software Updates shall be considered to
                      form part of the SM Software for purposes of this
                      Agreement. Software Corrections and Software Updates shall
                      be tested prior to release.


               (f)    POST-WARRANTY SM SUPPORT. Contractor shall offer to
                      WildBlue and its Authorized Resellers, Affiliates and
                      Users post-warranty SM maintenance and support in
                      accordance with the terms of Schedule 14 and Schedule 16.


        19.3.  MONTHLY REPORTS. Contractor shall submit to WildBlue monthly
               reports, which summarize the number and types of problem and
               reasons for return (if known) warranty returns or WBSM field
               failures. These monthly reports shall be submitted within thirty

                                                                              32
                        ViaSat and WildBlue Confidential

<PAGE>   38

March 5, 2001

               (30) business days of the end of each month commencing after the
               Month 1 Production shipment.


        19.4.  EPIDEMIC FAILURES. If Epidemic Failures (as defined in Schedule
               13) occur the Parties shall have the rights and obligations set
               forth in Schedule 13.


        19.5.  OWNERSHIP OR USE.


               (a)    Contractor represents, warrants and covenants that, upon
                      delivery to WildBlue, all right, title and interest in SM
                      Hardware will pass to WildBlue free of all Liens,
                      imperfections in title, claims, charges, restrictions, or
                      other encumbrances.


               (b)    Contractor represents and warrants that it has the right
                      to license to WildBlue the SM Software, the Contractor
                      Background Information and Contractor Foreground
                      Information as provided in this Agreement (collectively,
                      "CONTRACTOR IP").


        19.6.  DISCLAIMER. THE EXPRESS WARRANTIES IN THIS SECTION 19 AND
               SCHEDULE 13 AND 14 ARE WILDBLUE'S SOLE REMEDY FOR SMs FOUND TO BE
               DEFECTIVE AFTER ACCEPTANCE AND ARE IN LIEU OF ALL OTHER
               WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE
               USE OF THE SMs. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION
               19 AND SCHEDULE 13 AND 14, THE SMs ARE PROVIDED "AS IS" AND
               CONTRACTOR MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR
               IMPLIED OF ANY KIND WITH RESPECT TO THE SMs, WHETHER WRITTEN OR
               ORAL, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
               MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR BASED ON
               ANY SAMPLE OR MODEL.


        19.7.  TECHNICAL SUPPORT. Contractor shall provide technical support to
               WildBlue to the extent set forth in Schedule 13 and this
               Agreement.


20.     INDEMNITIES


        20.1.  INDEMNITY BY CONTRACTOR. Contractor shall indemnify, defend and
               hold harmless WildBlue and its affiliates and their respective
               officers, directors, employees, agents, successors, and assigns
               from any and all Losses from claims arising from, in connection
               with, or based on allegations of any of the following:


               (a)    third party claims arising out of Contractor's performance
                      hereunder, including breach of this Agreement;


               (b)    third party claims arising out of Contractor's failure to
                      observe or perform any duties or obligations to third
                      parties, including its subcontractors;


               (c)    third party claims arising out of the manufacture,
                      distribution, or intended use of SMs, due to Contractor's
                      negligence or willful misconduct;


               (d)    third party claims (including claims by any employee,
                      agent, customer, business invitee or business visitor or
                      other person) for death or personal injury caused by the
                      SMs or the tortious conduct of Contractor or its
                      Affiliates;

                                                                              33
                        ViaSat and WildBlue Confidential

<PAGE>   39

March 5, 2001

               (e)    claims for damage to real or tangible property caused by
                      the SMs or the tortious conduct of Contractor or its
                      Affiliates;


               (f)    Contractor's breach of its obligations with respect to
                      WildBlue Confidential Information;


               (g)    governmental claims arising out of Contractor's failure to
                      comply with applicable law that it is required to comply
                      with under this Agreement or to obtain those permits it is
                      required to obtain under the Contract;


               (h)    any third party claim, demand, charge, action, cause of
                      action, or other proceeding asserted against WildBlue but
                      resulting from an act or omission of Contractor in its
                      capacity as an employer of a person.


        20.2.  INDEMNITY BY WILDBLUE. WildBlue shall indemnify, defend and hold
               harmless Contractor and its Affiliates and their respective
               officers, directors, employees, agents, successors, and assigns,
               from any and all Losses from claims arising from, in connection
               with, or based on allegations of any of the following:


               (a)    third party claims arising out of WildBlue's failure to
                      observe or perform any duties or obligations to third
                      parties;


               (b)    third party claims arising out of WildBlue's breach of its
                      obligations with respect to Contractor Confidential
                      Information;


               (c)    third party claims (including claims by any employee,
                      agent, customer, business invitee or business visitor or
                      other person) for death or personal injury caused by the
                      tortious conduct of WildBlue or its Affiliates;


               (d)    governmental claims arising out of WildBlue's failure to
                      comply with applicable law that it is required to comply
                      with under this Agreement or to obtain those government
                      approvals it is required to obtain under this Agreement;


               (e)    claims for damage, loss or destruction of any real or
                      tangible personal property caused by tortious conduct of
                      WildBlue or its Affiliates;


               (f)    any third party claim, demand, charge, action, cause of
                      action, or other proceeding asserted against Contractor
                      but resulting from an act or omission of the WildBlue in
                      its capacity as an employer of a person; and


        20.3.  INTELLECTUAL PROPERTY INFRINGEMENT. Contractor shall indemnify,
               defend and hold harmless WildBlue from and against any claim,
               suit or proceeding ("SUIT") brought against WildBlue based on a
               claim that the SMs furnished hereunder when used in accordance
               with Contractor specifications infringes any Intellectual
               Property Right (including misappropriation of trade secrets) of
               any third party. If the use or distribution of an SM is in such
               suit held to constitute infringement and the use thereof is
               enjoined or in the event of institution of a Suit or notification
               of the reasonable possibility thereof, Contractor shall at its
               own expense, at its option, either (a) procure for WildBlue the
               right to continue exercising the rights of WildBlue under this
               Agreement, (b) replace or modify the SMs, or such Mark, so that
               it becomes non-infringing and remains functionally equivalent,
               or, in the event that neither (a) nor (b) can be achieved, using
               reasonable commercial best

                                                                              34
                        ViaSat and WildBlue Confidential

<PAGE>   40

March 5, 2001

               efforts, (c) refund to WildBlue any payments made by WildBlue to
               Contractor (to the extent that such payments have not been
               recouped through credits against accrued royalties), and
               terminate this Agreement by written notice to WildBlue, subject
               to Article 23 (Termination). The foregoing states the entire
               liability of Contractor and the exclusive remedy of WildBlue with
               respect to any alleged patent, copyright or other infringement by
               SMs provided hereunder.

               The foregoing shall not apply and Contractor shall have no
               liability for infringement based on: (a) any change or
               modification made by WildBlue or others without Contractor's
               consent after delivery of the SMs; (b) any use of any SM in
               combination with other hardware or software products or in any
               manner for which the SMs were not designed, to the extent such
               infringement was based on such use; (c) compliance by Contractor
               with WildBlue's designs, specifications or instructions; (d) use
               of any release or version of any SM Software other than the most
               current release made available by Contractor, if infringement
               could have been avoided by use of such release, (e) any use of
               WildBlue Background Information, WildBlue Foreground Information
               or Third Party Information provided by WildBlue hereunder, or (f)
               use of WildBlue's trademarks or third party trademarks designated
               by WildBlue under the terms hereof. WildBlue shall indemnify
               Contractor for any Suit brought against Contractor to the extent
               attributable to infringement or misappropriation excluded from
               Contractor's indemnity obligations under the foregoing clauses
               (a)-(f).

        20.4.  INDEMNIFICATION PROCEDURES. With respect to third party claims,
               the following procedures shall apply:


               (a)    NOTICE. Promptly after receipt by any entity entitled to
                      indemnification under Sections 20.1 through 20.3 of notice
                      of the commencement or threatened commencement of any
                      civil, criminal, administrative, or investigative action
                      or proceeding involving a claim in respect of which the
                      indemnitee will seek indemnification pursuant to any such
                      Section, the indemnitee shall notify the indemnitor of
                      such claim in writing. No failure to so notify an
                      indemnitor shall relieve it of its obligations under this
                      Agreement except to the extent that it can demonstrate
                      actual damages attributable to such failure. Within
                      fifteen (15) days following receipt of written notice from
                      the indemnitee relating to any claim, but no later than
                      ten (10) days before the date on which any response to a
                      complaint or summons is due, the indemnitor shall notify
                      the indemnitee in writing if the indemnitor elects to
                      assume control of the defense and settlement of that claim
                      (a "NOTICE OF ELECTION").


               (b)    PROCEDURE FOLLOWING NOTICE OF ELECTION. If the indemnitor
                      delivers a Notice of Election relating to any claim within
                      the required notice period, the indemnitor shall be
                      entitled to have sole control over the defense and
                      settlement of such claim; provided that (i) the indemnitee
                      shall be entitled to participate in the defense of such
                      claim and to employ counsel at its own expense to assist
                      in the handling of such claim, and (ii) the indemnitor
                      shall obtain the prior written approval of the indemnitee
                      before entering into any settlement of such claim or
                      ceasing to defend against such claim. After the indemnitor
                      has delivered a Notice of Election relating to any claim
                      in accordance with the preceding paragraph, the indemnitor
                      shall not be liable to the indemnitee for any legal
                      expenses incurred by the indemnitee in connection with the
                      defense of that claim. In addition, the indemnitor shall
                      not be required to indemnify the indemnitee for any amount
                      paid or payable by the indemnitee in the settlement of any
                      claim for which the

                                                                              35
                        ViaSat and WildBlue Confidential

<PAGE>   41

March 5, 2001

                      indemnitor has delivered a timely Notice of Election if
                      such amount was agreed to without the written consent of
                      the indemnitor.


               (c)    PROCEDURE WHERE NO NOTICE OF ELECTION IS DELIVERED. If the
                      indemnitor does not deliver a Notice of Election relating
                      to any claim within the required notice period, the
                      indemnitee shall have the right to defend and/or settle
                      the claim in such manner as it may deem appropriate, at
                      the cost and expense of the indemnitor. The indemnitor
                      shall promptly reimburse the indemnitee for all such
                      Losses.


        20.5.  SUBROGATION. If an indemnitor shall be obligated to indemnify an
               indemnitee pursuant to Sections 20.1 through 20.3, the indemnitor
               shall, upon payment of such indemnity in full, be subrogated to
               all rights of the indemnitee with respect to the claims to which
               such indemnification relates.


21.     LIABILITY


        Each Party shall have a duty to use commercially reasonable efforts to
        mitigate damages for which the other Party is responsible.


22.     DISPUTE RESOLUTION


        Any dispute between the Parties arising out of or relating to this
        Agreement, including with respect to the interpretation of any provision
        of this Agreement and with respect to the performance by Contractor or
        WildBlue, shall be resolved as provided in this Article 22. Each Party
        agrees that during any dispute resolution process or procedure it will
        use reasonable commercial efforts to continue to perform under the
        agreement until such dispute is resolved in accordance with this Article
        22.


        22.1.  INFORMAL DISPUTE RESOLUTION. Subject to Section 22.3, prior to
               the initiation of formal dispute resolution procedures, the
               Parties shall first attempt to resolve their dispute informally
               pursuant to this Section 22.1. Upon the written request of a
               Party, each Party shall appoint a designated representative who
               does not devote substantially all of his or her time to
               performance under this Agreement, whose task it will be to meet
               for the purpose of endeavoring to resolve such dispute.


               (a)    The designated representatives shall meet as often as the
                      Parties reasonably deem necessary in order to gather and
                      furnish to the other all information with respect to the
                      matter in issue which the Parties believe to be
                      appropriate and germane in connection with its resolution.
                      The representatives shall discuss the problem and attempt
                      to resolve the dispute without the necessity of any formal
                      proceeding.


               (b)    During the course of discussion, all reasonable requests
                      made by one Party to another for non-privileged
                      information, reasonably related to this Agreement, shall
                      be honored in order that each of the Parties may be fully
                      advised of the other's position.


               (c)    The specific format for the discussions shall be left to
                      the discretion of the designated representatives.

                                                                              36
                        ViaSat and WildBlue Confidential

<PAGE>   42

March 5, 2001

               (d)    If the designated representatives fail to resolve the
                      dispute, the Parties agree to escalate the dispute
                      resolution process to a higher executive level, and then
                      to the CEO level. Each level of informal dispute
                      resolution will be allowed no more than fifteen (15) days,
                      unless otherwise mutually agreed by the Parties.


        22.2.  ARBITRATION.


               (a)    Subject to Subsection 22.2(b), and 22.4, if the Parties
                      fail to resolve a dispute pursuant to Section 22.1 above,
                      either Party may then refer such dispute to be settled by
                      submission to the CPR Institute for Dispute Resolution
                      ("CPR") for binding arbitration in Denver, Colorado if
                      Contractor is demanding such arbitration and San Diego,
                      California if WildBlue is demanding such arbitration under
                      the then current CPR "Non-Administered Arbitration Rules"
                      or any successor CPR rules, and the procedures specified
                      under this Section 22.2. Each Party consents to the
                      enforcement of any such arbitration award or judgement in
                      its home jurisdiction. Any arbitration shall be conducted
                      and enforced in accordance with the following principles:


                      (i)    STANDARD ARBITRATION. Selection of Arbitrators.
                             Arbitration shall be conducted by three (3)
                             arbitrators with each Party to this Agreement
                             selecting one arbitrator each and the two selected
                             arbitrators then selecting the third arbitrator.
                             Each arbitrator shall be independent of the Parties
                             and shall have at least ten (10) years of
                             experience in commercial transactions, including
                             transactions involving communications technology
                             companies.


                      (ii)   LIMITED DISCOVERY. Prior to the commencement of the
                             arbitration, each Party shall be entitled to take
                             limited discovery, including the rights to request
                             a reasonable number of documents, to serve no more
                             than twenty (20) interrogatories and to take no
                             more than three (3) depositions. Each Party may
                             seek the right to serve additional interrogatories
                             and to take additional depositions upon a showing
                             of good faith to the arbitrators, who can grant or
                             deny any such request, in whole or part, in their
                             sole discretion. This limited discovery shall be
                             conducted in accordance with the Federal Rules of
                             Civil Procedure, which shall be interpreted and
                             enforced by the arbitrators. Any disputes regarding
                             whether a Party has requested a "reasonable" number
                             of documents shall be determined by the arbitrators
                             in their sole discretion.


                      (iii)  HEARING AND DECISION. The arbitrators shall, as
                             soon as practicable and upon fifteen (15) days
                             written notice to each Party, conduct an
                             arbitration hearing and proceeding on the merits of
                             the dispute giving effect to this Agreement as
                             interpreted under New York law and thereafter shall
                             issue a preliminary written decision citing the
                             basis for the decision, including findings of fact
                             and conclusions of law. The Parties shall have two
                             (2) business days to file a written response to
                             such preliminary decision, and thereafter the
                             arbitrators shall as soon as practicable issue a
                             final and binding decision. The decision of the
                             arbitrators shall be based on a majority vote. As
                             part of such decision, the arbitrators shall also
                             be required to determine if any equitable
                             adjustment to the applicable schedules for
                             performance herein is appropriate and the extent of
                             such adjustment.

                                                                              37
                        ViaSat and WildBlue Confidential

<PAGE>   43

March 5, 2001

               (b)    ACCEPTANCE TEST PLAN ARBITRATION.


                      (i)    Any dispute, claim or controversy between the
                             Parties arising out of or relating to the creation
                             of Acceptance Test Plans in accordance with Section
                             6.2 ("ATP DISPUTE"), upon written request by a
                             Party, will be resolved under this Section 22.2(b)
                             and subject to final, binding arbitration in
                             accordance with this Section 22.2(b). ATP Disputes
                             do not include any dispute, claim or controversy
                             between the parties regarding whether or not a
                             Deliverable actually meets the Acceptance Criteria.
                             The ATP Dispute shall be submitted before CPR
                             within five (5) days after the requesting notice in
                             accordance with the then-existing CPR arbitration
                             rules as modified by this Section.


                      (ii)   The arbitrator under this Section 22.2(b) shall not
                             limit, expand or modify the terms of this Agreement
                             nor award damages in excess of damage limitations
                             contained in this Agreement, and each party waives
                             any claim to such excess damages.


                      (iii)  Within ten (10) days after the fact-find hearing
                             held in accordance with said CPR arbitration rules,
                             each Party to the ATP Dispute shall submit to each
                             other and the arbitrator its respective proposal
                             for resolution of the ATP Dispute, and the
                             arbitration shall be limited to the sole question
                             of determining which of the two written proposals
                             is to be accepted. The arbitrator shall have no
                             authority to compromise between the proposals,
                             provided however that prior to issuing a decision
                             the arbitrator will attempt to negotiate a
                             resolution and may suggest one or more compromise
                             resolutions. Such negotiation process shall
                             commence within ten (10) days of submission of the
                             proposed resolutions by the parties. If resolution
                             of the ATP Dispute is not reached pursuant to such
                             negotiations within ten (10) days of commencement
                             thereof, the arbitrator shall, within five (5)
                             business days, select to be the single binding
                             decision, one of the two submitted proposals,
                             excising from such proposal any term that limits,
                             expands or modifies the terms of this Agreement or
                             awards damages in excess of damage limitations
                             contained in this Agreement. As part of such
                             decision, the arbitrators shall also be required to
                             determine if any equitable adjustment to the
                             applicable schedules for performance herein is
                             appropriate and the extent of such adjustment.


                      (iv)   If the parties disagree on the choice for an
                             arbitrator, the parties shall jointly request CPR
                             to furnish a list of five available arbitrators.
                             After receipt of such list and an opportunity to
                             consider the names, each party may designate in
                             writing to CPR not more than two names to be
                             eliminated from the selection process. If more than
                             one name remains after such eliminations are made,
                             the selection of the arbitrator shall be made by
                             lot from the remaining names. The arbitration
                             proceeding shall be conducted in as expedited a
                             manner as is then permitted by the CPR commercial
                             arbitration rules (formal or informal).


               (c)    COSTS AND EXPENSES. The arbitrators may award to the
                      prevailing Party all reasonable fees, costs and expenses
                      of the arbitration, including, without limitation, such
                      reasonable fees and expenses of attorneys and experts.

                                                                              38
                        ViaSat and WildBlue Confidential

<PAGE>   44

March 5, 2001

               (d)    CONSOLIDATION AND JOINDER. Any arbitration arising out of
                      or relating to this Agreement or breach thereof may
                      include by consolidation, joinder or other manner any
                      other person or persons which or whom a Party to the
                      arbitration reasonably believes to be substantially
                      involved in a common question of fact or law.


               (e)    ENFORCEMENT. The agreement to arbitrate shall be
                      specifically enforceable under prevailing arbitration law.
                      Any award rendered by the arbitrators shall be final,
                      binding and enforceable by any Party to the arbitration,
                      and judgment may be rendered upon it in accordance with
                      applicable law in a court of competent jurisdiction.


               (f)    UNITED STATES ARBITRATION ACT. The Parties acknowledge
                      that this Agreement evidences a transaction involving
                      interstate commerce. The United States Arbitration Act
                      shall govern the enforcement of any arbitration awards
                      entered pursuant to this Section 22.2.


        22.3.  INDEPENDENT EXPERT DISPUTE RESOLUTION. Any dispute, claim or
               controversy between the Parties arising out of or relating to
               whether a Deliverable that is subject to Acceptance Testing, has
               met the applicable Acceptance Criteria in accordance with Section
               6.2(c), will be resolved under this Section 22.3. Upon the
               written request of a Party, the Parties shall appoint a expert to
               resolve such disputes. If the Parties disagree on the choice for
               an expert, the Parties shall jointly request CPR to furnish a
               list of five available experts. After receipt of such list and an
               opportunity to consider the names, each party may designate in
               writing not more than two names to be eliminated from the
               selection process. If more than one name remains after such
               eliminations are made, the selection of the arbitrator shall be
               made by lot from the remaining names. The role of the expert
               shall be limited to the sole question of whether the applicable
               Deliverable has met the agreed upon Acceptance Test Plan. As part
               of such decision, the arbitrators shall also be required to
               determine if any equitable adjustment to the applicable schedules
               for performance herein is appropriate and the extent of such
               adjustment. The expert under this Section 22.3 shall not limit,
               expand or modify the terms of this Agreement or any ATP. The
               decision made by the expert shall be final, binding and
               enforceable by a Party.


        22.4.  INJUNCTIVE RELIEF. Notwithstanding Subsections 22.1, 22.2 or
               22.3, either Party may obtain preliminary or temporary injunctive
               relief, including specific performance, or relief in and of
               arbitration at any time from a court of competent jurisdiction
               where immediate irreparable harm to that Party is threatened by
               the other Party's acts or omissions; provided, however, that
               requests for permanent injunctive relief shall be arbitrated
               pursuant to Section 22.2(a).


        22.5.  VENUE AND JURISDICTION. Each Party consents to the exclusive
               jurisdiction and venue in a competent court in the County of
               Denver, State of Colorado and the County of San Diego, State of
               California, in the event of any dispute between the Parties
               arising out of or relating to this Agreement that is permitted
               under this Article 22 to be resolved by litigation or in the
               enforcement of any award granted pursuant to this Article 22, and
               each Party agrees that it shall file any suit against the other
               Party only in such courts.


23.     TERMINATION


        23.1.  TERMINATION FOR CAUSE.


                                                                              39

                        ViaSat and WildBlue Confidential
<PAGE>   45

March 5, 2001

               (a)    If Contractor:


                      (i)    commits a material breach of this Agreement and, in
                             the case of a breach capable of being cured, fails
                             to cure such breach within thirty (30) days (except
                             as expressly set forth herein) after written notice
                             from WildBlue to Contractor detailing the
                             particulars of such breach and requiring that it be
                             remedied; or


                      (ii)   ceases to carry on its business; a receiver or
                             similar officer is appointed for Contractor and is
                             not discharged within sixty (60) days; admits in
                             writing its inability to pay debts as they mature,
                             is adjudicated bankrupt, or makes an assignment for
                             the benefit or its creditors or another arrangement
                             of similar import; or proceedings under bankruptcy
                             or insolvency laws are commenced by or against
                             Contractor and are not dismissed within ninety (90)
                             days;


               then WildBlue may, by giving written notice to Contractor,
               terminate this Agreement, in whole or in part, as of a date
               specified in the notice of termination ("TERMINATION DATE"). If
               WildBlue chooses to terminate this Agreement in part, the charges
               payable under this Agreement will be appropriately adjusted to
               reflect those services that are terminated. Any of the foregoing
               reasons for which WildBlue may terminate this Agreement shall be
               referred to as "CAUSE." Except as expressly limited by this
               Agreement, if WildBlue terminates this Agreement for Cause,
               WildBlue shall have all remedies available to it in law and at
               equity.


               (b) If WildBlue:


                      (i)    commits a material breach of this Agreement and, in
                             the case of a breach capable of being cured, fails
                             to cure such breach within thirty (30) days (except
                             as expressly set forth herein) after written notice
                             from Contractor to WildBlue detailing the
                             particulars of such breach and requiring that it be
                             remedied; or


                      (ii)   fails to pay Contractor undisputed charges when due
                             under the Agreement and fails to cure such breach
                             within thirty (30) days of written notice from
                             Contractor of such breach; or


                      (iii)  ceases to carry on its business; a receiver or
                             similar officer is appointed for WildBlue and is
                             not discharged within thirty (30) days; admits in
                             writing its inability to pay debts as they mature,
                             is adjudicated bankrupt, or makes an assignment for
                             the benefit or its creditors or another arrangement
                             of similar import; or proceedings under bankruptcy
                             or insolvency laws are commenced by or against
                             WildBlue and are not dismissed within sixty (60)
                             days;


                      Contractor may, by giving written notice to WildBlue,
                      terminate this Agreement as of a Termination Date and any
                      such reason for termination shall be referred to as
                      "Cause". Except as expressly limited by this Agreement, if
                      Contractor terminates this Agreement for Cause, Contractor
                      shall have all remedies available to it in law and at
                      equity.

                                                                              40
                        ViaSat and WildBlue Confidential

<PAGE>   46

March 5, 2001

        23.2.  TERMINATION ***.


               (a)    WildBlue may terminate this Agreement, in whole or in
                      part, for *** by giving Contractor written notice of
                      termination; provided such notice of termination is sent
                      to Contractor on or before ***. Such notice shall
                      designate a Termination Date, which date shall be not less
                      than sixty (60) days after the date of such notice (but
                      not later than ***).


               (b)    If WildBlue elects to terminate this Agreement for *** in
                      accordance with this Section 23.2, as soon as practicable
                      following the Termination Date, Contractor shall provide
                      WildBlue with a complete statement of all of its costs
                      incurred, unpaid amounts due and owing for work performed
                      hereunder and other amounts that are due to Contractor
                      hereunder as of the Termination Date and a reasonable
                      profit to be specified by Contractor and agreed to by
                      WildBlue thereon (the "FINAL STATEMENT"). The Final
                      Statement and all previous milestone payments will not
                      exceed (i) $*** for termination within thirty (30) days of
                      the Effective Date, (ii) $*** for termination within sixty
                      (60) days of the Effective Date, (iii) $*** for
                      termination within ninety (90) days of the Effective Date,
                      or (iv) the total NRE Payment amount. WildBlue shall
                      review the Final Statement within thirty (30) days of
                      receipt thereof and, if reasonably satisfactory to
                      WildBlue, shall pay Contractor within thirty (30) days of
                      approval all or part of the Final Statement, all
                      undisputed amounts due thereunder. If WildBlue disputes
                      any amounts set forth in the Final Statement, the Parties
                      shall resolve such disputes as provided herein, and
                      following resolution of such disputes, WildBlue shall pay
                      Contractor all remaining undisputed amounts, if any,
                      within thirty (30) days after resolution of such disputes.
                      If a purported termination for Cause by WildBlue under
                      Section 23.1 is determined by a competent authority not to
                      be properly a termination for cause, then such termination
                      shall be deemed to be a termination for *** by WildBlue
                      under this Section 23.2.


        23.3.  EFFECT OF TERMINATION OR EXPIRATION; WIND DOWN.


               After expiration or termination of the Agreement, Contractor
               agrees to provide Post Warranty Support and Maintenance (in
               accordance with Schedule 14) for *** after the date of the last
               WBSM delivery and technical support services as identified in
               Schedule 14 Section 1, for *** after the effective date of
               expiration or termination of the Agreement. WildBlue will pay
               Contractor for Post Warranty Support and Maintenance and
               technical support services in accordance with the applicable
               Schedules; provided that if the Agreement is terminated by
               WildBlue for cause, then Contractor will provide such technical
               support as reasonably requested to support WildBlue's transition
               to another supplier at no cost for up to four (4) months after
               the effective date of termination.


24.     LIMITATION OF LIABILITY.


        EXCEPT FOR (A) CONTRACTOR'S POTENTIAL LIABILITY FOR ***, (B) DAMAGES
        RESULTING FROM EITHER PARTY'S BREACH OF SECTION 18 (CONFIDENTIALITY),
        AND (C) A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT
        SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE,
        SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST
        PROFITS, REVENUE, GOOD WILL OR LOSS OF USE OR DATA) ARISING OUT OF OR
        RELATED TO: (I) THE SMS; (II) THE USE OF AN SM; (III) THE RESULTS OF ANY
        USE

                                                                              41
                        ViaSat and WildBlue Confidential

<PAGE>   47

March 5, 2001

        OF AN SM; (IV) THE INTEGRATION OF SMS WITH EQUIPMENT NOT PROVIDED BY
        CONTRACTOR; (V) OTHERWISE RELATING TO THE FUNCTIONING OF AN SM; OR (VI)
        A PARTY'S PERFORMANCE (OR FAILURE TO PERFORM) ITS OBLIGATIONS UNDER THIS
        AGREEMENT, EVEN IF SUCH PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE
        KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.


        EXCEPT WITH RESPECT TO (A) WILDBLUE'S PAYMENT OBLIGATIONS PURSUANT TO
        SECTION 17, (B) CONTRACTOR'S OBLIGATIONS WITH RESPECT TO THE PAYMENT OF
        ***, AND (C) FOR BREACHES OF SECTION 18, THE MAXIMUM AGGREGATE LIABILITY
        OF CONTRACTOR OR WILDBLUE, THEIR RESPECTIVE OFFICERS, DIRECTORS,
        SHAREHOLDERS, EMPLOYEES, SUBCONTRACTORS AND AGENTS, UNDER THIS AGREEMENT
        FOR ALL LOSSES, DAMAGES, EXPENSES OR INJURIES, WHETHER UNDER CONTRACT,
        TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), BY
        STATUTE, OTHER LEGAL THEORY OR OTHERWISE, ARISING OUT OF THE
        PERFORMANCE, NON-PERFORMANCE OR IMPROPER PERFORMANCE BY CONTRACTOR OR
        WILDBLUE, AS THE CASE MAY BE, OF ITS OBLIGATIONS HEREUNDER, SHALL BE
        LIMITED TO, IN ANY AND ALL EVENTS, THE GREATER OF (X) $3.0 MILLION, AND
        (Y) THE AGGREGATE AMOUNT PAID BY WILDBLUE TO CONTRACTOR HEREUNDER IN THE
        12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE
        CLAIM.


25.     GENERAL


        25.1.  BINDING NATURE AND ASSIGNMENT. This Agreement shall be binding on
               the Parties hereto and their respective successors and permitted
               assigns. Neither Party may, or shall have the power to, assign
               this Agreement or delegate such Party's obligations hereunder
               without the prior written consent of the other, except no consent
               shall be required in connection with the merger, consolidation,
               sale, or other transfer of all or substantially all the business
               and/or assets of such Party.


        25.2.  ENTIRE AGREEMENT. This Agreement, including any Schedules
               referred to herein and attached hereto, constitutes the entire
               agreement between the Parties with respect to the subject matter
               hereof and supersedes all prior agreements, whether written or
               oral, with respect to the subject matter contained in this
               Agreement. In particular, this Agreement supersedes the letter
               agreement between the Parties dated October 11, 2000, as amended
               ("LETTER AGREEMENT"), and all works of authorship, Intellectual
               Property and other deliverables provided by either Party to the
               other thereunder or developed by either Party thereunder shall be
               treated in accordance with the terms of this Agreement,
               notwithstanding any conflicting term or condition contained in
               the Letter Agreement and the Letter Agreement shall be null and
               void and of no further force or effect.


        25.3.  COMPLIANCE WITH LAWS AND STANDARDS.


               (a)    Each Party agrees that its execution, delivery, and
                      performance of this Agreement shall not constitute (i) a
                      violation of any judgment, order, or decree; (ii) a
                      material default under any material contract by which it
                      or any of its material assets are bound; or (iii) an event
                      that would, with notice or lapse of time, or both,
                      constitute such a default as described in (ii).


               (b)    Subject to Contractor's obligations under Sections 5.3(b)
                      hereof, each Party shall be responsible for, and shall
                      coordinate and oversee compliance with the laws and

                                                                              42
                        ViaSat and WildBlue Confidential

<PAGE>   48

March 5, 2001

                      regulations in respect of items exported or imported
                      hereunder by it. The Parties acknowledge that certain
                      Intellectual Property Rights, including those related to
                      the SM Software and technical data to be provided
                      hereunder and certain transactions hereunder, may be
                      subject to export controls under the laws and regulations
                      of the United States and other countries. Neither Party
                      shall export or re-export any such items or any direct
                      product thereof or undertake any transaction in violation
                      of any such laws or regulations.


        25.4.  NOTICES. All notices, requests, demands, and determinations under
               this Agreement (other than routine operational communications),
               shall be in writing and shall be deemed duly given (i) when
               received if delivered by hand, (ii) one (1) day after being given
               for next day delivery to an express, overnight courier with a
               reliable system for tracking delivery, or (iii) five (5) days
               after the day of mailing, when mailed by United States mail,
               registered or certified mail, return receipt requested, postage
               prepaid, and addressed as follows:

<TABLE>
<S>            <C>                                        <C>
               If to WildBlue:.                           If to Contractor:.
               WildBlue Communications, Inc.              ViaSat, Inc.
               4600 South Syracuse St., Suite 500         6155 El Camino Real
               Denver, CO 80237                           Carlsbad, CA 92009
               Phone: 720-554-7400                        Phone: 760-476-2200
               Fax: 720-554-7500                          Fax: 760-929-3926

               Contact Persons:                           Contact Persons:

               David Bukovinsky, Vice President           Stephen W. Cable, Vice President
               Program Management                         Broadband Systems (scable@viasat.com)
               (dbukovinsky@WildBlue.com)
                                                          Gregory D. Monahan, Vice President
               David M. Brown, Vice President &           Administration & General Counsel
               General Counsel                            (gmonahan@viasat.com)
               (dbrown@WildBlue.com)
</TABLE>


        A Party may from time to time change its address or designee for
        notification purposes by giving the other prior written notice of the
        new address or designee and the date upon which it will become
        effective.


        25.5.  COUNTERPARTS. This Agreement may be executed in several
               counterparts, all of which taken together shall constitute one
               single agreement between the Parties hereto.


        25.6.  RELATIONSHIP OF PARTIES. Contractor, in furnishing SMs hereunder,
               is acting as an independent contractor, and Contractor has the
               sole right and obligation to supervise, manage, direct, procure,
               perform or cause to be performed, all work to be performed by
               Contractor under this Agreement. Neither Party is an agent of the
               other Party nor has a Party any authority to represent the other
               Party as to any matters, except as expressly authorized in this
               Agreement.


        25.7.  SEVERABILITY. If any provision of this Agreement conflicts with
               the law under which this Agreement is to be construed or if any
               such provision is held invalid by an arbitrator or a court with
               jurisdiction over the Parties, such provision shall be deemed to
               be restated to reflect as nearly as possible the original
               intentions of the Parties in accordance with applicable law. The
               remainder of this Agreement shall remain in full force and
               effect.

                                                                              43
                        ViaSat and WildBlue Confidential

<PAGE>   49

March 5, 2001

        25.8.  CONSENTS AND APPROVAL. Except where expressly provided as being
               in the discretion of a Party, where agreement, approval,
               acceptance, consent, or similar action by either Party is
               required under this Agreement, such action shall not be
               unreasonably delayed or withheld. An approval or consent given by
               a Party under this Agreement shall not relieve the other Party
               from responsibility for complying with the requirements of this
               Agreement, nor shall it be construed as a waiver of any rights
               under this Agreement, except as and to the extent otherwise
               expressly provided in such approval or consent.


        25.9.  WAIVER OF DEFAULT; CUMULATIVE REMEDIES.


               (a)    No waiver or discharge hereof shall be valid unless in
                      writing and signed by an authorized representative of the
                      Party against which such amendment, waiver, or discharge
                      is sought to be enforced. A delay or omission by either
                      Party hereto to exercise any right or power under this
                      Agreement shall not be construed to be a waiver thereof. A
                      waiver by either of the Parties hereto of any of the
                      covenants to be performed by the other or any breach
                      thereof shall not be construed to be a waiver of any
                      succeeding breach thereof or of any other covenant herein
                      contained.


               (b)    Except as otherwise expressly provided herein and subject
                      to Section 19.2 above, all remedies provided for in this
                      Agreement shall be cumulative and in addition to and not
                      in lieu of any other remedies available to either Party at
                      law, in equity or otherwise.


        25.10. SURVIVAL. All provisions with respect to payment obligations
               hereunder and THE following provisions of this Agreement shall
               survive any termination or expiration of this Agreement (in whole
               or in part, as applicable) and continue in full force and effect,
               but shall not extend the applicable statute of limitations:
               SECTIONS 10, 12.2(a)(iii), 16.3(b), 16.4, 17, 18, 19, 20, 22, 24
               AND 25.


        25.11. PUBLIC DISCLOSURES. Except as may be required by applicable law
               or in response to an order of a court of competent jurisdiction
               or government agency, neither Party nor its subcontractors will
               issue a press release or other public announcement concerning the
               subject matter of this Agreement without the prior approval of
               the other Party, which approval shall not be unreasonably
               withheld or delayed. Such approval must be provided (or the
               notice that such approval is withheld must be provided) as soon
               as practicable but in not event later than five (5) days after
               the request of the other Party. Except as authorized by Sections
               7.3 or 18, all media releases, public announcements, and public
               disclosures relating to this Agreement or the subject matter of
               this Agreement, including promotional or marketing material, but
               not including announcements intended solely for internal
               distribution or disclosures to the extent required to meet legal
               or regulatory requirements beyond the reasonable control of the
               disclosing Party, shall be coordinated with and approved in
               writing by both Parties prior to release.


        25.12. THIRD PARTY BENEFICIARIES. Except as specifically provided in
               this Agreement, this Agreement is entered into solely between,
               and may be enforced only by, WildBlue and Contractor. This
               Agreement shall not be deemed to create any rights in third
               parties, including suppliers and customers of a Party, or to
               create any obligations of a Party to any such third parties.

                                                                              44
                        ViaSat and WildBlue Confidential

<PAGE>   50

March 5, 2001

        25.13. AMENDMENT. This Agreement shall not be modified, amended or in
               any way altered except by an instrument in writing signed by both
               Parties.


        25.14. INCORPORATION BY REFERENCE AND ORDER OF PRECEDENCE.


               (a)    The Schedules and Attachments attached hereto are hereby
                      incorporated by reference into this Agreement. Any
                      amendments to Schedules and Attachments, and any other
                      Schedules and Attachments that are agreed upon in writing
                      by the Parties subsequent to the Effective Date, shall
                      likewise be incorporated by reference into this Agreement.


               (b)    Any conflict among or between the documents making up this
                      Agreement will be resolved in accordance with the
                      following order of precedence (in descending order of
                      precedence):


                      (i)    Change Orders;


                      (ii)   This Agreement;


                      (iii)  The Schedules (Any conflict among or between the
                             following Schedules will be resolved in accordance
                             with the following order of precedence (in
                             descending order of precedence): Schedule 1
                             (Satellite Modem Product Description), Schedule 6
                             (Statement of Work), Schedule 3 (SM/SMTS Functional
                             Specification), Schedule 4 (IDU/ODU Interface
                             Specification), Schedule 2 (WildBlue Radio
                             Frequency Interface Specification), Schedule 17
                             (Satellite Physical Layer MIB Objects)); and


                      (iv)   Orders.


        25.15. GOVERNING LAW. This Agreement and performance under it shall be
               governed by and construed in accordance with the laws of state of
               New York without regard to its choice of law principles. The
               International Sale of Goods Convention shall not apply to this
               Agreement.


        25.16. COVENANT OF GOOD FAITH. Each Party agrees that, in its respective
               dealings with the other Party under or in connection with this
               Agreement, it shall act in good faith.


        25.17. AUTHORIZATION. Each Party represents and warrants to the other
               that:


               (a)    it has the requisite corporate power and authority to
                      enter into this Agreement and to carry out the
                      transactions contemplated by this Agreement;


               (b)    the execution, delivery and performance of this Agreement
                      and the consummation of the transactions contemplated by
                      this Agreement have been duly authorized by the requisite
                      corporate action on the part of such Party; and


               (c)    is not subject to any contractual or other obligation that
                      would prevent it from entering into or performing this
                      Agreement.

                                                                              45
                        ViaSat and WildBlue Confidential

<PAGE>   51

March 5, 2001

        IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the undersigned officers, thereunto, duly authorized, as the Effective Date.


WILDBLUE COMMUNICATIONS, INC.        VIASAT, INC.

By:     _________________________    By:      __________________________________
        _________________________             Stephen W. Cable
        _________________________             Vice President, Broadband Systems.
Date:   March 5, 2001                Date:    March 5, 2001.



                                                                              46
                        ViaSat and WildBlue Confidential

<PAGE>   52



                                   SCHEDULE 1


                       SATELLITE MODEM PRODUCT DESCRIPTION


                           VERSION 9, DATED 2/23/2001


                                       ***

<PAGE>   53

                                   SCHEDULE 2


                WILDBLUE RADIO FREQUENCY INTERFACE SPECIFICATION


                             DATED JANUARY 24, 2001


                                       ***




<PAGE>   54


                                   SCHEDULE 3


                        SM/SMTS FUNCTIONAL SPECIFICATION


                       REVISION W06 DATED JANUARY 23, 2001


                                       ***




<PAGE>   55


                                   SCHEDULE 4


                        IDU/ODU INTERFACE SPECIFICATION.


                           DRAFT 1, FEBRUARY 22, 2001


                                       ***




<PAGE>   56


                                   SCHEDULE 5


                            WILDBLUE RESPONSIBILITIES


                                       ***




<PAGE>   57

March 5, 2001

                                   SCHEDULE 6


                                STATEMENT OF WORK


                           REVISION 7 DATED 2/22/2001


                                       ***




<PAGE>   58

March 5, 2001

                                   SCHEDULE 7


                         MILESTONE AND PAYMENT SCHEDULE


                                       ***




<PAGE>   59

March 5, 2001

                                   SCHEDULE 8


            MINIMUM ORDER COMMITMENT AND MAXIMUM CAPACITY COMMITMENT


                                       ***




<PAGE>   60

March 5, 2001

                                   SCHEDULE 9


                           ORDER AND DELIVERY FORECAST


The Initial SM Delivery is identified as a milestone in Schedule 7 and becomes a
firm Order upon the effective date of this contract.


Within a 5 day window of the first of each month, beginning *** and continuing
through the Term, WildBlue will provide an Order and Delivery Forecast to the
Contractor. The Order and Delivery Forecast will include a firm commitment for
the amount of the SMs required for delivery with specified configuration for the
one month period commencing on the first day of the third month following the
date of the Order and Delivery Forecast and a forecast for the subsequent five
months. Coincident with providing the Order and Delivery Forecast, WildBlue will
issue an Order for the units identified as the firm commitment. For example, an
Order Delivery Forecast on January 1st will include a firm commitment and an
accompanying Order for deliveries commencing on April 1st, with April deliveries
required to be delivered prior to the month end. A month as set forth herein is
a calendar month. After the initial Order and Delivery Forecast, subsequent
submittals shall be consistent with Schedule 8 and the constraints on month to
month forecast changes set forth below for a forecast submitted 3 months prior
to the first day of month 1.

<TABLE>
<CAPTION>
        Month         Specified Qty         Requirement(1)
        -----         -------------         --------------
<S>     <C>           <C>                   <C>
           1                 A              +/- 15% of Previous Month 2

           2                 B              +/- 25% of Previous Month 3

           3                 C              +/- 50% of Previous Month 4

           4                 D              Consistent with Schedule 8

           5                 E              Consistent with Schedule 8

           6                 F              Consistent with Schedule 8
</TABLE>


If at the time of an Order and Delivery Forecast, the SM-B version has not gone
through Acceptance Testing and been Accepted, WildBlue shall provide a forecast
for both SM-A and SM-B versions. For the purposes of Section 8.5, Contractor may
fulfill its commitment by delivering the ordered quantity of either version by
the required delivery date.


Upon receipt of the Order and Delivery Forecast, Contractor shall accept Month 1
as a firm Order subject to the terms and conditions of the Agreement. If
Contractor has information that parts shortages, supplier quality issues or
other factors would preclude Contractor's ability to meet the forecast
deliveries in any or all of months 2 through 6, Contractor has 12 days to submit
a revised forecast proposal to WildBlue. The revised forecast proposal shall
include Contractor's plan of action to minimize the impact on the forecast and
Contractor's proposed revision. Upon WildBlue's approval of the plan, which
shall not be unreasonably withheld, the revised forecast becomes the formal
Order and Delivery Forecast for that period.

--------
(11) WildBlue may request a delayed delivery schedule subject to the terms
agreed to in this Agreement. If WildBlue desires to purchase a greater number
during any month than is permitted in the forecast schedule, Contractor will
provide WildBlue with a written response indicating the additional units above
the previous forecast which can be committed to in the forecast.



                        ViaSat and WildBlue Confidential                      1
<PAGE>   61

March 5, 2001


If WildBlue fails to deliver any forecast as required in this Agreement,
Contractor shall be entitled to proceed based on the last previous forecast
delivered.


    FOR CLARIFICATION ONLY OF THE FORECAST PROCESS, THE FOLLOWING EXAMPLE IS
PROVIDED:


                 Previous Forecast - each month, non-cumulative


                  Order and Delivery Forecast Provided July 1st

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
<S>              <C>            <C>            <C>            <C>           <C>
Month 1          Month 2        Month 3        Month 4        Month 5       Month 6

(Oct.)           (Nov.)         (Dec.)         (Jan.)         (Feb.)        (Mar.)

*** (Firm        ***            ***            ***            ***           ***
Order)                                         (Forecast      (Forecast     (Forecast
                                               only)          only)         only)
------------------------------------------------------------------------------------------

                                Updated Forecast

                  Order and Delivery Forecast Provided August 1

------------------------------------------------------------------------------------------
Month 1          Month 2       Month 3         Month 4        Month 5       Month 6

(Nov.)           (Dec.)        (Jan.)          (Feb.)         (Mar.)        (April)

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

(within +/-      (within +/-   (within +/-     (Forecast      (Forecast     (Forecast
15% of           25% of        50% of          Only)          Only)         Only)
previous         previous      previous
forecast for     forecast      forecast for
Nov.)            for Dec.)     Jan. but
                               cannot exceed
(now Firm)                     *** per
                               Schedule 8)
------------------------------------------------------------------------------------------
</TABLE>


                                                                               2
                        ViaSat and WildBlue Confidential

<PAGE>   62

March 5, 2001


                                   SCHEDULE 10

                                   LABOR RATES


The rates and guidelines for expenses and travel set forth on this Schedule
apply only to those Services identified in the Agreement


                                       ***


1)  The rates set forth above are in effect through the Calendar Year 2001.
    Thereafter, Contractor will increase the labor rates at the end of each
    Calendar Year, beginning 12/31/01 to reflect Contractor's then current
    rates; provided that Contractor shall ensure that the rates charged to
    WildBlue are no less favorable than the rates charged for similar services
    and terms to any other customer or affiliated party of Contractor and that
    such rates shall not increase by more than ten percent (10%) at the end of a
    calendar year.


2)  Contractor shall also be reimbursed for its reasonable, documented expenses
    related to travel, per diem and other related expenses. Such reimbursement
    shall be at Contractor's cost in accordance with its accounting system plus
    an administrative fee of ten percent (10%). WildBlue will not be obligated
    to reimburse Contractor for any expenses related to travel, per diem and
    other related expenses in excess of two thousand dollars ($2,000), unless
    WildBlue has provided its written consent, which consent shall not be
    unreasonably withheld, conditioned or delayed, prior to such expenses being
    incurred.



                                                                               1
                        ViaSat and WildBlue Confidential

<PAGE>   63

March 5, 2001

                                   SCHEDULE 11

                               SM PRICING SCHEDULE

Note: The ODU power supply is not priced. WildBlue reserves the right to remove
the SM power supply from the SMs and contract for it separately from Contractor
or a third party vendor.


                                             ***




                                                                               1
                        ViaSat and WildBlue Confidential

<PAGE>   64

March 5, 2001


                                   SCHEDULE 12

                                CONTRACTOR MARKS


1.  ViaSat(R)


2. ViaSat Satellite Networks(TM) (Not for use on SM).




                                                                               1
                        ViaSat and WildBlue Confidential


<PAGE>   65


March 5, 2001


                                   SCHEDULE 13

               TECHNICAL SUPPORT, WARRANTY SUPPORT AND MAINTENANCE

1.      TECHNICAL SUPPORT FOR SM

During the Term, Contractor will make available to WildBlue at Contractors then
current commercial rates (except as noted below) technical support and services,
which shall include, but not be limited to, the provision of the following
services:

        1.1 At no additional charge, telephone support to the WildBlue technical
team, 24 hours per day, seven days per week for SM related problems during
development, testing, and the first six months of SMs operating in the field and
communicating through a WildBlue satellite.

        1.2 Contractor must provide at no additional charge, via a web-based
application, a list of the number of times WildBlue's personnel contacted
Contractor's technical support, with the date and time of contact, the problem,
and disposition of the call. Such application must be updated such that status
of the call must be provided via the web within 24 hours. As the problem is
solved/escalated status must be provided on the web based application within a
reasonable period of time.

        1.3 Assistance in the diagnosis and resolution of hardware and software
problems.

        1.4 Assistance in expediting priority replacement parts or systems
required on an emergency basis.

        1.5 Assistance in the support of the initial implementation of SMs and
during installation of significant SM updates and/or changes.

        1.6 Support in the preparation and analysis of failure and discrepancy
reports, as required.

        1.7 Cooperation in providing reasonable guidelines and documentation to
ensure the necessary tracking and resolution of engineering, installation and
service complaints.

2.      WARRANTY

        2.1 Contractor warrants to WildBlue that upon delivery of the SM to
WildBlue all right, title and interest in SM Hardware will pass to WildBlue free
of all liens, imperfections in title, claims, charges, restrictions, or other
encumbrances. Contractor warrants to WildBlue that the SM Hardware (except for
operating systems SM Software furnished) shall be new, free from defects in
material and workmanship, and that the SM Hardware and SM Software shall perform
in material conformance with the Specifications, for a period of one (1) year
from installation date but in no event more than *** months from delivery. (the
"WARRANTY PERIOD"). All warranties shall survive inspection, acceptance and
payment. WildBlue shall reasonably cooperate with Contractor in implementing the
most cost efficient, cost effective warranty procedures.

        2.2 During the Warranty Period, SMs that are subject to Defects shall be
returned to Contractor for repair or replacement at no charge or cost to
WildBlue, Authorized Reseller or User. Unless otherwise agreed by Contractor and
WildBlue, for SMs that are returned to Contractor for repair, Contractor shall,
at its option and cost, either complete repairs and return the repaired SM, or
ship replacement SM, within *** days of receipt of defective SM at Contractor's
designated repair location. All SMs returned for warranty repair hereunder shall
be returned in accordance with certain standard

                                                                               1
                        ViaSat and WildBlue Confidential

<PAGE>   66

March 5, 2001

procedures, to be mutually agreed upon by the parties, which may be amended from
time to time. Alternatively, the option of having a replacement SM shipped to
either WildBlue, an Authorized Reseller or a User within *** business days of
receipt by Contractor of the returned SM for a *** processing fee payable by the
sending Party shall be provided. The sending Party shall bear the risk of loss
or damage of a returned SM while such is in WildBlue's, Authorized Resellers' or
Users' custody until such SM is delivered to Contractor's designated repair
facility. The sending party shall bear the cost of transportation charges for
shipment to Contractor (FOB destination; freight prepaid) of SMs under warranty
to be repaired or replaced. For return shipments from Contractor to WildBlue,
Authorized Reseller or User, Contractor shall bear the risk of loss or damage
during transit and shall prepay and bear the cost of transportation charges for
shipment of SM that has been repaired or replaced. If, during any one (1) year
period, more than *** of the SM's returned solely by WildBlue to Contractor for
repair or replacement under this warranty are diagnosed as not defective by
Contractor, WildBlue will pay for processing of Post Warranty Repair charges in
accordance with Schedule 16.

        2.3 For units under warranty, Contractor will make available to the
WildBlue technical team, telephone helpdesk support from 8 am to 8 p.m. (EST),
at no additional charge, with a maximum one hour telephone response time.
Callers to the helpdesk must have an option to leave a message if the call is
not answered within two (2) minutes. If engineering technical support is needed
beyond the basic helpdesk services, Contractor will make such support available
within 24 hours at the rates defined in Schedule 10.

        2.4 In addition to the standard warranty provisions stated herein,
instances of Epidemic Failure and Out of Box Failure shall be governed by the
following provisions:

            2.4.1 "Epidemic Failure" means within any consecutive *** period a
failure of *** or more of the total number of SMs delivered to WildBlue in ***
during the Warranty Period or Extended Warranty Period, as applicable, to
conform to the Specifications. In the event of an Epidemic Failure, the
Contractor shall do as follows:

                (i) Within ten (10) business days after receiving a written
notification of an Epidemic Failure by WildBlue, Contractor shall initiate
implementation of an action plan, in a form reasonably satisfactory to WildBlue,
to mitigate the future impact of the cause of this high failure rate on the
WildBlue service;

                (ii) As required by the action plan, Contractor may undertake to
repair or replace affected WBSMs. In that case, Contractor shall bear the cost
of repair or replacement of the WBSMs which includes the shipping,
transportation and other costs of gathering and redistributing the affected
WBSMs in the manner defined by the action plan. Contractor's liability for costs
of shipping, transportation and other costs of gathering such WBSMs for repair
or replacement shall be limited to actual costs; and

                (iii) Contractor shall take all commercially reasonable efforts
to ensure that all WBSMs shipped after the repair or replacement of the
defective WBSMs are free of similar faults.

            2.4.2 In the event of an Out-of-Box Failure (as defined in the
Agreement) affecting *** or more of any shipping lot of WBSMs equal to or
greater than *** units, Contractor shall do as follows:


                                                                               2
                        ViaSat and WildBlue Confidential

<PAGE>   67

March 5, 2001

                (i) Contractor shall send replacement SM(s) to WildBlue (FOB
destination; prepaid) in the number identified by WildBlue within three days of
receiving shipment of the SMs from WildBlue (which shall be sent to Contractor
FOB destination; collect) subject to such Out-of-Box Failure;

                (ii) Contractor shall also bear all costs of any repair or
replacement of Out-of-Box Failure SM(s) including shipment, transportation and
other costs of gathering and redistributing the affected SMs.

        2.5 Any replacement, repair, modification, installation or other service
performed by Contractor shall be warranted, commencing with the date upon which
repaired SM is returned to the sending party, for the remainder of the unexpired
period of the warranty or ninety (90) days, whichever is greater.

        2.6 The warranties stated above do not extend to SM or SM Software that
has been subjected to misuse, neglect or abuse not caused by Contractor or been
used in violation of approved written instructions furnished by Contractor with
the SM, if such action is the cause of the damage or malfunction, nor do they
apply to cosmetic problems or defects resulting from normal wear and tear in
ordinary use and which do not affect product performance or use.

3.      SM REPAIR RETURN

        3.1 Contractor will provide electronically to WildBlue a list of (or
mechanism for generating) Return Service Authorization (RSA) numbers to be used
for returned merchandise through a mutually agreed upon interface.

        3.2 The following information shall be furnished with SMs returned to
Contractor for repairs:

            3.2.1 Name of User, complete address and phone number;

            3.2.2 "Ship to" address for return of repaired SM, if different from
(1 );

            3.2.3 A reasonable description of the nature of the defect or
failure, if known;

            3.2.4 SM warranty status via receipt, or RSA.

            3.2.5 RSA number; and

            3.2.6 SM Serial Number.

        3.3 All SMs shipped to Contractor for repair shall have repair tags
attached by Contractor which shall contain the above stated information.

        3.4 SMs repaired by Contractor shall have the repair completion date
stenciled or otherwise identified in a permanent manner in a readily visible
location on SM and the repaired SM shall be returned with a tag or other
documentation describing the repairs that have been made. If Contractor
maintains statistical records for repaired SM, the information shall be made
available to WildBlue upon reasonable request.



                                                                               3
                        ViaSat and WildBlue Confidential

<PAGE>   68

March 5, 2001

                                   SCHEDULE 14

                      POST WARRANTY SUPPORT AND MAINTENANCE

1.      TECHNICAL SUPPORT FOR SM

The terms for post-warranty technical support are identical to those outlined in
Schedule 13 under the section "Technical Support for SM."

2.      POST-WARRANTY

        2.1 Repair charges for SM Hardware out of warranty shall be as specified
in Schedule 16 and shall not be changed by Contractor without written notice to
WildBlue thirty (30) days in advance of such change. WildBlue shall be
responsible for payment of all charges for out of warranty repair, SM
replacement and return shipment hereunder.

        2.2 Defective WBSM Hardware out of warranty may be returned to
Contractor for repair or replacement. Contractor shall complete repairs and ship
repaired SM Hardware or replacement SM within twenty (20) days of receipt of
defective SM Hardware at Contractor's designated repair location.

        2.3 Sending Party shall bear the risk of loss or damage of SM being
shipped to Contractor for post-warranty servicing and shall prepay and bear the
cost of transportation charges for shipment to Contractor of SM to be repaired
or replaced. Return shipments shall be sent FOB origin; freight prepaid and
charged.

If Contractor determines that a returned SM is not subject to Defects,
Contractor shall return SM to the location designated by WildBlue in its "as
received" condition and WildBlue will be charged a fee as outlined in Schedule
16. Determination of fee payment is the same as defined in Schedule 13, Section
2.2. If Contractor determines that a returned SM is irreparable, Contractor
shall promptly notify WildBlue.

        2.4 SM Software maintenance which includes the download of Point
Releases and Software Patch releases will be made available electronically to
WildBlue. Under this agreement Contractor will provide Wild Blue with one copy
of software that contains Point Releases and Software Patch releases. WildBlue
is responsible for distribution to its end users.

        2.5 Any replacement, repair, modification, installation or other service
performed by Contractor shall be warranted, commencing with the date upon which
repaired SM is delivered to WildBlue, for a period of ninety (90) days.

3.      SM REPAIR RETURN

        3.1 The terms for product repair return are identical to those outlined
in Schedule 10 under the section "SM Repair Return."

4.      EMERGENCY REPLACEMENT SERVICE

        4.1 WildBlue has the option to request expedited service for repair and
replacement. Charges for this emergency service are shown in Schedule 16. In
addition to the ability to expedite individual units, Contractor may sign a
maintenance agreement that covers all SMs shipped to Contractor

                                                                               1
                        ViaSat and WildBlue Confidential

<PAGE>   69

March 5, 2001

according to the terms of the agreement. If WildBlue has paid all applicable
fees, or if WildBlue elects to expedite a specific repair case and agrees to pay
the fees listed in Schedule 16, then:

            4.1.1 Contractor agrees to ship replacement SM or SM Software by the
most expedient means available, within forty-eight (48) hours after receipt of
the defective unit at Contractor authorized repair facility.

            4.1.2 Contractor shall return such repaired unit to WildBlue or its
designated location after repair (FOB origin; freight collect) and charge
WildBlue the Out of Warranty fees listed in Schedule 16.

            4.1.3 If the defective SM or SM Software is not returned to
Contractor within fifteen (15) days from the date of shipment of the new
replacement SM or SM Software, Contractor may invoice WildBlue for such new
replacement SM or SM Software at Contractor's then current list price, less
WildBlue's applicable discount.


In order to schedule shipment of replacement SM, WildBlue may telephone
Contractor during normal working hours. Fees for such emergency service are
outlined in Schedule 16.



                                                                               2
                        ViaSat and WildBlue Confidential

<PAGE>   70

March 5, 2001

                                   SCHEDULE 15

                  Document Reproduction License and Guidelines



1.  APPLICABILITY AND DEFINITIONS


This license applies to any documentation or written materials that are prepared
by Contractor and delivered to WildBlue under the terms of the Agreement
(collectively, "DOCUMENTS").


"ATP DOCUMENTS" means Documents required to be prepared by Contractor and
delivered to WildBlue in connection with the Acceptance Testing conducted by
Contractor under the Agreement.


"ESCROW DOCUMENTS" means all Documents delivered to the escrow agent under the
Escrow Agreement.


A "MODIFIED VERSION" of the document means any work containing the document or a
portion of it, either copied verbatim, or with modifications and/or translated
into another language.


A "SOFT" copy of the document means a machine-readable copy, represented in a
format whose specification is available to the general public, whose contents
can be viewed and edited directly and straightforwardly with generic text
editors or (for images composed of pixels) generic paint programs or (for
drawings) some widely available drawing editor, and that is suitable for input
to text formatters or for automatic translation to a variety of formats suitable
for input to text formatters. A copy made in an otherwise Soft copy format that
has been designed to thwart or discourage subsequent modification by readers or
is in paper form is not Soft. A copy that is not "Soft" is called "HARD".


"TRAINING DOCUMENTS" means all training Documents delivered to WildBlue in
accordance with Section 11 of the Agreement.


"TECHNICAL DOCUMENTS" means all technical Documents, excluding Escrow Documents,
User Documents, and Training Documents, that are delivered to WildBlue by
Contractor under the terms of the Agreement."


"USER DOCUMENTS" means all SM user instruction manuals and other user
information necessary for the operation and use of the SM delivered to WildBlue
by Contractor under the terms of the Agreement.


2.  COPYING


ATP DOCUMENTS. WildBlue may copy and distribute the ATP Documents in Hard copy
format, in connection with its analysis of the SM test results, provided that
this License, the copyright notices, and the license notice saying this License
applies to the Technical Documents are reproduced in all copies. Distribution of
ATP Documents to third parties shall be limited to those parties assisting
WildBlue in conducting acceptance testing or analysis thereof and provided that
such third parties assume the obligations described in Section 18.3 of the
Agreement.


ESCROW DOCUMENTS. WildBlue may copy and distribute the Escrow Documents in Soft
or Hard format, in accordance with Section 10.7 of the Agreement, provided that
this License, the copyright notices, and the license notice saying this License
applies to the Escrow Documents are reproduced in all copies. Distribution of
Escrow Documents shall be limited to entities performing services related to the
Escrow Documents, including subcontractors, suppliers or agents where (i) use of
such entity is permitted to be

                                                                               1
                        ViaSat and WildBlue Confidential

<PAGE>   71

March 5, 2001

used under this Agreement, (ii) such disclosure is necessary or otherwise
naturally occurs in that entity's scope of responsibility, and (iii) the entity
agrees in writing to assume the obligations described in Section 18.3 of the
Agreement.


USER DOCUMENTS. WildBlue may copy and distribute the User Documents in
connection with the sales, service or marketing of SMs, provided that this
License, the copyright notices, and a license notice saying this License applies
to the User Documents are reproduced in all copies. User Documents that are
meant to be distributed along with SMs may be included in the packaging and
shipment of such product (one copy only). One copy may also be included in a
"read me" or "help file" or other similar digital form; provided that such items
include Contractor's copyright notice and a link to Contractor's web site.
Distribution of User Documents to third parties shall only be distributed in
Hard copy format and shall be limited to users of the SM and all other third
parties that WildBlue deems to reasonably require use of User Documents in that
entity's scope of responsibility and provided that such third parties assume the
obligations described in Section 18.3 of the Agreement.


TRAINING DOCUMENTS. WildBlue may copy and distribute the Training Documents in
Soft or Hard format, in connection with service and operation of the SMs in the
WildBlue satellite system, provided that this License, the copyright notices,
and the license notice saying this License applies to the Training Documents are
reproduced in all copies. Distribution of Training Documents to third parties
shall be limited to those parties WildBlue reasonably requires use of Training
Documents in that parties scope of responsibility and provided that such third
parties assume the obligations described in Section 18.3 of the Agreement.


TECHNICAL DOCUMENTS. WildBlue may copy and distribute the Technical Documents in
Soft or Hard format, in connection with its service and operation of the
WildBlue satellite system, provided that this License, the copyright notices,
and the license notice saying this License applies to the Technical Documents
are reproduced in all copies. Distribution of Technical Documents shall be
limited to entities performing services related to the Technical Documents,
including subcontractors, suppliers or agents where (i) use of such entity is
permitted to be used under this Agreement, (ii) such disclosure is necessary or
otherwise naturally occurs in that entity's scope of responsibility, and (iii)
the entity agrees in writing to assume the obligations described in Section 18.3
of the Agreement.


Notwithstanding the foregoing, WildBlue shall not transfer (nor permit any third
party to transfer) any Documents (except Escrow Documents permitted in
accordance with Section 10.7 of the Agreement and this Schedule) to other
satellite modem manufacturers. All Documents transferred to third parties that
requires a confidentiality agreement hereunder shall include a third party right
of enforcement term for Contractor.


3.  MODIFICATIONS


WildBlue may copy and distribute a Modified Version of the Escrow Documents,
User Documents, Technical Documents and the Training Documents under the
conditions of Section 2 above. In addition, WildBlue must do these things in the
Modified Version:


        1.  List on the title page or first page, Contractor as original author,
            and, at WildBlue's option, one or more persons or entities
            responsible for authorship of the modifications in the Modified
            Version


        2.  Preserve all the copyright notices of the Documents.


        3.  Include restrictions on use and distribution consistent with this
            License.

                                                                               2
                        ViaSat and WildBlue Confidential

<PAGE>   72

March 5, 2001

        4.  Do not retitle the Documents.


        5.  Provide one copy of all Modified Versions to Contractor.


4.  COMBINING DOCUMENTS


WildBlue may extract a portion of a Document, and distribute it individually
under this License, provided WildBlue follow this License in all other respects
regarding verbatim copying of that document.


5.  TRANSLATION


Translation is considered a type of Modification, so WildBlue may distribute
translations of the Documents under the terms of Section 3. WildBlue may include
a translation of this License provided that WildBlue also include the original
English version of this License. In case of a disagreement between the
translation and the original English version of this License, the original
English version will prevail.


6.  GENERAL RESTRICTIONS.


Notwithstanding anything to the contrary herein, no Document prepared by
Contractor and delivered to WildBlue (except Escrow Documents properly released
to WildBlue under the Agreement) shall be distributed to other satellite
terminal manufacturers.


Nothing herein shall in any way restrict WildBlue's use, distribution,
reproduction or modification of the Interface Specifications.


                                                                               3
                        ViaSat and WildBlue Confidential

<PAGE>   73

March 5, 2001

                                   SCHEDULE 16

                              WARRANTY FEE SCHEDULE


WildBlue may purchase Extended Warranty coverage for SMs purchased under this
Agreement at the time the Order is placed or at any time during the original
Warranty Period. The Extended Warranty coverage will include the standard
warranty services defined in Schedule 13, Section 2 (excluding Section 2.3). The
prices for Extended Warranty for SM-A and SM-B versions are listed in the table
below.


TABLE 1 EXTENDED WARRANTY PRICING

<TABLE>
<CAPTION>
------------------------- ----------------------- ----------------------- -----------------------
                                  1 year                 2 years                 3 years
                          beyond basic warranty   beyond basic warranty   beyond basic warranty
------------------------- ----------------------- ----------------------- -----------------------
<S>                       <C>                     <C>                     <C>
SM-A or SM-B              $***                    $***                    $***
------------------------- ----------------------- ----------------------- -----------------------
</TABLE>

The period of the Extended Warranty listed in Table 1 is defined to cover the
period from the expiration of the original warranty defined in Schedule 13
through the number of additional years identified in the table.


A pricing schedule for post warranty repair services will be added to this
schedule prior to the delivery of the first production terminals. This pricing
schedule will be no less favorable than that offered by Contractors to other
customers for similar services and terms.

                                                                               1
                        ViaSat and WildBlue Confidential

<PAGE>   74

March 5, 2001


                                   SCHEDULE 17


                      SATELLITE PHYSICAL LAYER MIB OBJECTS.


                                       ***


                                                                               1
                        ViaSat and WildBlue Confidential


<PAGE>   75


                                   SCHEDULE 18


                       MASTER PREFERRED ESCROW AGREEMENT.


                      Master Number ______________________.


THIS MASTER PREFERRED ESCROW AGREEMENT (the "Agreement") is entered into and
effective as of February ___, 2001 ("Effective Date") by and among DSI
TECHNOLOGY ESCROW SERVICES, INC. ("DSI"), VIASAT , INC., a Delaware corporation
with its principal place of business at 6155 El Camino Real, Carlsbad,
California 92009("ViaSat") and WILDBLUE COMMUNICATIONS, INC., a Delaware
corporation with it principal place of business at 4600 South Syracuse, Suite
500, Denver, Colorado 80237 ("WildBlue"), who may be referred to in this
Agreement individually as a "Party" or collectively as the "Parties." WildBlue
may sometimes be referred to as "Preferred Beneficiary."


A. ViaSat and WildBlue have entered or will enter into an agreement regarding
certain proprietary technology developed by ViaSat.


B. ViaSat desires to avoid disclosure of its proprietary technology except under
certain limited circumstances.


C. The availability of the proprietary technology of ViaSat is critical to
WildBlue in the conduct of its business and, therefore, WildBlue need access to
the proprietary technology under certain limited circumstances.


D. ViaSat and WildBlue desire to establish an escrow with DSI to provide for the
retention, administration and controlled access of certain proprietary
technology materials of ViaSat.


E. The Parties desire this Agreement to be supplementary to the Relevant
Agreements pursuant to 11 United States Bankruptcy Code, Section 365(n).


ARTICLE 1 -- DEPOSITS.


1.1 Obligation to Make Deposit. Within ninety (90) days after the signing of
Satellite Modem Development, Production and Purchase Agreement between WildBlue
and ViaSat, dated March 5, 2001, and the Satellite Modem Termination System
Development, Production and Purchase Agreement between WildBlue and ViaSat,
dated ______________, 2001 (collectively referred to herein as the "Relevant
Agreements"), ViaSat shall begin to deliver to DSI the proprietary technology
and other materials ("Source Materials") as required by the Relevant Agreements
to be deposited and identified on Exhibit A. Exhibit A is to be prepared and,
once the Parties have agreed, signed by ViaSat and WildBlue. DSI shall have no
obligation with respect to the preparation, signing or delivery of Exhibit A.


Master Preferred Escrow Agreement

                                       2
<PAGE>   76


1.2 Identification of Tangible Media. Prior to the delivery of the Source
Materials to DSI, ViaSat shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the Source
Materials are written or stored. Additionally, ViaSat shall complete Exhibit B
to this Agreement by listing each such tangible media by the item label
description, the type of media, the quantity and whether such Source Materials
relate to the WBSM or SMTS. The Exhibit B shall be signed by ViaSat and
delivered to DSI with the Source Materials. Unless and until ViaSat makes the
initial deposit with DSI, DSI shall have no obligation with respect to this
Agreement, except the obligation to notify the Parties regarding the status of
the deposit account as required in Section 2.2 below.


1.3 Deposit Inspection. When DSI receives the Source Materials and the Exhibit
B, DSI will conduct a deposit inspection by visually matching the labeling of
the tangible media containing the Source Materials to the item descriptions and
quantity listed on the Exhibit B. In addition to the deposit inspection,
WildBlue may elect to cause a verification of the Source Materials in accordance
with Section 1.6 below.


1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy
thereof to ViaSat and WildBlue. If DSI determines that the labeling does not
match the item descriptions or quantity on Exhibit B, DSI will (a) note the
discrepancies in writing on Exhibit B; (b) date and sign Exhibit B with the
exceptions noted; and (c) mail a copy of Exhibit B to ViaSat and WildBlue. DSI's
acceptance of the deposit occurs upon the signing of Exhibit B by DSI. Delivery
of the signed Exhibit B to WildBlue is WildBlue's notice that the Source
Materials have been received and accepted by DSI.


1.5 ViaSat's Representations. ViaSat represents as follows:.


a. ViaSat lawfully possesses all of the Source Materials deposited with DSI;.


b. With respect to all of the Source Materials, ViaSat has the right and
authority to grant to DSI and WildBlue the rights as provided in this
Agreement;.


c. The Source Materials are not subject to any lien or other encumbrance;.


d. The Source Materials consist of the proprietary technology and other
materials identified in the Relevant Agreements and Exhibit A; and.


e. The Source Materials are readable and useable in their current form or, if
any portion of the Source Materials are encrypted, the decryption tools and
decryption keys have also been deposited.


1.6 Verification. A verification determines, in different levels of detail, the
accuracy, completeness, sufficiency and quality of the Source Materials. .

Master Preferred Escrow Agreement

                                       3
<PAGE>   77


a. DSI shall perform a Level 1 verification of the Source Materials upon the
initial deposit and for each update. A Level 1 verification is defined as
follows: DSI will cause a technically qualified DSI employee to evaluate the
Source Materials in order to identify (a) the hardware and software
configurations reasonably necessary to maintain the Source Materials; (b) the
hardware and software configurations reasonably necessary to compile the Source
Materials; and (c) the compilation instructions. DSI will then prepare and
deliver to ViaSat and WildBlue a report describing the information so
identified. It shall be the responsibility of ViaSat, and not DSI, to ensure
that the Source Materials contain the information so identified in DSI's report,
as well as any other information that may be required in the Relevant Agreements
and Exhibit A.


b. WildBlue shall have the right to cause a verification of any Source
Materials, at WildBlue's expense. WildBlue shall notify ViaSat and DSI of
WildBlue's request for verification. ViaSat shall have the right to be present
at the verification. If a verification is elected after the Source Materials
have been delivered to DSI, then only DSI, or at DSI's election an independent
person or company selected and supervised by DSI who has executed a
confidentiality agreement consistent with this Agreement to protect the
confidentiality of the Source Materials, may perform the verification.


1.7     Deposit Updates.


a. Generally. Unless otherwise provided by the Relevant Agreements, ViaSat shall
update the Source Materials within sixty (60) days after ViaSat reaches a
Milestone as defined the Relevant Agreements or each release of a Major Release,
Point Release, new version of the product which is subject to the Relevant
Agreements. Such updates will be added to the existing deposit. All deposit
updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed
by ViaSat. Each Exhibit B will be held and maintained separately within the
escrow account. An independent record will be created which will document the
activity for each Exhibit B. The processing of all deposit updates shall be in
accordance with Sections 1.2 through 1.6 above. All references in this Agreement
to the Source Materials shall include the initial Source Materials and any
updates. .


b. DeposiTrack Service. DSI shall notify ViaSat in writing quarterly of ViaSat's
obligation to make updated deposits. Within sixty (60) days of receipt of such
notice, ViaSat shall certify in writing to DSI that (a) it has made the updated
deposits as required in the immediately preceding paragraph; or (b) there has
not been a release of a new version of the product since the last deposit.
Within seven (7) days after such sixty (60) day period, DSI shall notify
WildBlue that DSI has received (a) an updated deposit from ViaSat; (b) a
statement from ViaSat advising there has not been a release of a new version of
the product since the last deposit; or (c) no response from ViaSat. Unlimited
deposit updates and two (2) storage units are included in the fees for this
Agreement.


1.8 Removal of Source Materials. The Source Materials may be removed and/or
exchanged only on written instructions signed by ViaSat and WildBlue, or as
otherwise provided in this Agreement.

Master Preferred Escrow Agreement

                                       4
<PAGE>   78

ARTICLE 2  -- CONFIDENTIALITY AND RECORD KEEPING.


2.1 Confidentiality. DSI shall maintain the Source Materials in a secure,
environmentally safe, locked facility which is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Source Materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the Source Materials.
DSI shall not disclose the content of this Agreement to any third party. If DSI
receives a subpoena or other order of a court or other judicial tribunal
pertaining to the disclosure or release of the Source Materials, DSI will
immediately notify the Parties to this Agreement unless prohibited by law. It
shall be the responsibility of ViaSat and/or WildBlue to challenge any such
order; provided, however, that DSI does not waive its rights to present its
position with respect to any such order. DSI will not be required to disobey any
court or other judicial tribunal order. (See Section 7.5 below for notices of
requested orders.).


2.2 Status Reports. DSI will issue to ViaSat and WildBlue a report profiling the
account history at least semi-annually including details of any deposit updates
made by ViaSat in accordance with Section 1.7. DSI may provide copies of the
account history pertaining to this Agreement upon the request of a Party to this
Agreement.


2.3 Audit Rights. During the term of this Agreement, ViaSat and WildBlue shall
each have the right to inspect the written records of DSI pertaining to this
Agreement. Any inspection shall be held during normal business hours and
following reasonable prior notice.


ARTICLE 3  --  GRANT OF RIGHTS TO DSI.


3.1 Title to Media. ViaSat hereby transfers to DSI the title to the media upon
which the proprietary technology and materials are written or stored. However,
this transfer does not include the ownership of the proprietary technology and
materials contained on the media such as any copyright, trade secret, patent or
other intellectual property rights.


3.2 Right to Make Copies. DSI shall have the right to make copies of the Source
Materials as reasonably necessary to perform its obligations under this
Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary
notices and titles contained on the Source Materials onto any copies made by
DSI. With all Source Materials submitted to DSI, ViaSat shall provide any and
all instructions as may be necessary to duplicate the Source Materials including
but not limited to the hardware and/or software needed.


3.3 Right to Transfer Upon Release. ViaSat hereby grants to DSI the right to
transfer Source Materials to WildBlue upon any release of the Source Materials
for use by WildBlue in accordance with Section 4.5. Except upon such a release
or as otherwise provided in this Agreement, DSI shall not transfer the Source
Materials.


ARTICLE 4  -- RELEASE OF DEPOSIT.

Master Preferred Escrow Agreement

                                       5
<PAGE>   79


4.1 Release Conditions. As used in this Agreement, "ViaSat" shall included all
of ViaSat's subsidiaries and "Release Conditions" shall mean the existence of
any one or more of the following circumstances:.


a. ViaSat is unable or unwilling, after fourteen (14) days written notice from
WildBlue, to provide support and maintenance for SMs or SMTSs, as applicable, in
accordance with the Relevant Agreements;.


b.  ViaSat is subject to an Insolvency Event as follows:.


        (i)    ViaSat makes an assignment for the benefit of creditors or is
               generally unable to pay its debts as such debts become due for
               sixty (60) days; or


        (ii)   any decree or order for relief in respect of ViaSat is entered,
               under any bankruptcy, reorganization, insolvency, dissolution, or
               liquidation or similar law, whether now or hereafter in effect
               (herein called the "Bankruptcy Law") of any relevant
               jurisdiction; or


        (iii)  ViaSat petitions or applies to any tribunal for, or consents to
               the appointment of, or taking possession by, a trustee, receiver,
               custodian, or liquidator, of any substantial part of the assets
               of ViaSat, or commences a voluntary case under the Bankruptcy Law
               of the United States or any proceedings relating to ViaSat under
               the Bankruptcy Law of any other jurisdiction, that is not stayed
               or dismissed within sixty (60) days; or


        (iv)   any such petition or application is filed, or any such
               proceedings are commenced, against ViaSat by a third party that
               are not stayed or dismissed within sixty (60) days and ViaSat, by
               any act, indicates its approval thereof, consent thereto or
               acquiescence to such petition, application or proceedings; or.


c. WildBlue requires Feature Work (as defined in the Relevant Agreements) to be
performed on SMs or SMTSs, as applicable, and ViaSat is unwilling to perform the
Feature Work or the Parties are unable to agree on the terms under which ViaSat
would perform such feature work in accordance with the applicable Relevant
Agreement; .


d. termination due to breach of a material term of a Relevant Agreement by
ViaSat; or .


e. at the end of the Term, ViaSat will not extend the Relevant Agreement on
commercially reasonable terms. .


4.2 Filing for Release. If WildBlue believes in good faith that a Release
Condition has occurred, WildBlue may provide to DSI written notice of the
occurrence of the Release Condition and a request for the release of the Source
Materials for the WBSM or SMTS, as applicable; provided, that in the case of a
Release Condition event described in Section 4.1(c) above, WildBlue shall only
be entitled to request release of those materials

Master Preferred Escrow Agreement

                                       6
<PAGE>   80

described in paragraph 1 of the definition of Source Materials set forth on
Exhibit A hereto. WildBlue shall only be entitled to request a release of both
WBSM and SMTS Source Materials if a Release Condition exists under both Relevant
Agreements. Upon receipt of such notice, DSI shall provide a copy of the notice
to ViaSat by commercial overnight mail. .


4.3 Contrary Instructions. From the date ViaSat receives a request for release
of the all or part of the Source Materials, ViaSat shall have fourteen (14)
calendar days to deliver to DSI Contrary Instructions. "Contrary Instructions"
shall mean the written representation by ViaSat that a Release Condition has not
occurred or has been cured or that the list of Source Materials requested by
WildBlue is beyond the scope of Source Materials permitted to be released under
this Agreement or the Relevant Agreement(s). Upon receipt of Contrary
Instructions, DSI shall send a copy to WildBlue by commercial express mail.
Additionally, DSI shall notify both ViaSat and WildBlue that there is a dispute
to be resolved pursuant to the Dispute Resolution section of this Agreement
(Section 7.3). Subject to Section 5.2, DSI will continue to store the Source
Materials without release pending (a) joint instructions from ViaSat and
WildBlue; (b) resolution pursuant to the Dispute Resolution provisions; or (c)
order of a court.


4.4 Release of Deposit. If DSI does not receive Contrary Instructions from
ViaSat, DSI is authorized to release the requested Source Materials (the
"Released Source Materials") to WildBlue. However, DSI is entitled to receive
any fees due DSI before making the release. Any copying expense in excess of
$300 will be chargeable to WildBlue. Upon any such release, the escrow
arrangement will be suspended as it relates to ViaSat and WildBlue involved in
the release.


4.5     Right to Use Following Release.


Subject to the terms and conditions of this Agreement and the Relevant
Agreements, ViaSat hereby grants to WildBlue a current non-exclusive, perpetual,
royalty free, worldwide, non-transferable (except as provided in the Assignment
provision) license to access, utilize modify and adapt the Released Source
Materials, make, have made, use, have used, sell, lease or otherwise transfer
SMs and SMTSs (as defined in the Relevant Agreements), as applicable, and to
provide or have a third party provide support and maintenance or Feature Work
(as defined below) for SMs and SMTSs, as applicable, in accordance with the
terms of the applicable Relevant Agreement; provided, that in the case of a
Release Condition event described in Section 4.1(c) above, such license shall be
limited to a world-wide, non-exclusive, non-transferable, perpetual, royalty
free license to access, utilize, modify and adapt the Released Source Materials
solely for the development, distribution and support of the new Features and
functions . WildBlue hereby covenants not to exercise the rights granted to it
in this clause 4.5 except upon the valid release of the Released Source
Materials pursuant to a Release Event as provided in this Agreement and the
Relevant Agreements. WildBlue shall be obligated to maintain the confidentiality
of the Released Source Materials and treat such Released Source Materials as
"Confidential Information" in accordance with the terms of the applicable
Relevant Agreement. .

Master Preferred Escrow Agreement

                                       7
<PAGE>   81


ARTICLE 5  --  TERM AND TERMINATION.


5.1 Term of Agreement. The initial term of this Agreement is for a period of one
year. Thereafter, this Agreement shall automatically renew from year-to-year
unless (a) ViaSat and WildBlue jointly instruct DSI in writing that the
Agreement is terminated; or (b) the Agreement is terminated by DSI for
nonpayment in accordance with Section 5.2. If the Acceptance Form has been
signed at a date later than this Agreement, the initial term of the Acceptance
Form will be for one year with subsequent terms to be adjusted to match the
anniversary date of this Agreement. If the Source Materials are subject to
another escrow agreement with DSI, DSI reserves the right, after the initial one
year term, to adjust the anniversary date of this Agreement to match the then
prevailing anniversary date of such other escrow arrangements.


5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to
DSI, DSI shall provide written notice of delinquency to the Parties to this
Agreement affected by such delinquency. Each Party shall have the right to make
the payment to DSI to cure the default. If the past due payment is not received
in full by DSI within one month of the date of such notice, then at any time
thereafter DSI shall have the right to terminate this Agreement to the extent it
relates to the delinquent Party by sending written notice of termination to such
affected Parties. DSI shall have no obligation to take any action under this
Agreement so long as any payment due to DSI remains unpaid.


5.3 Disposition of Source Materials Upon Termination. Upon termination of this
Agreement, DSI shall destroy, return, or otherwise deliver the Source Materials
in accordance with instructions. If there are no instructions, DSI may, at its
sole discretion, destroy the Source Materials or return them to ViaSat. DSI
shall have no obligation to return or destroy the Source Materials if the Source
Materials are subject to another escrow agreement with DSI.


5.4 Survival of Terms Following Termination. Upon termination of this Agreement,
the following provisions of this Agreement shall survive:.


        a.     ViaSat's Representations (Section 1.5) if a release of the Source
               Materials has occurred prior to the termination;.


        b.     The obligations of confidentiality with respect to the Source
               Materials;.


        c.     The rights granted in the sections entitled Right to Transfer
               Upon Release (Section 3.3) and Right to Use Following Release
               (Section 4.5), if a release of the Source Materials has occurred
               prior to termination;.


        d.     The obligation to pay DSI any fees and expenses due;.


        e.     The provisions of Article 7; and.


        f.     Any provisions in this Agreement which specifically state they
               survive the termination or expiration of this Agreement.

Master Preferred Escrow Agreement

                                       8
<PAGE>   82

ARTICLE 6  --  DSI'S FEES.


6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. Unless otherwise stated in this Agreement
or agreed in a writing signed by DSI, WildBlue will pay DSI's fees. DSI shall
notify the Party responsible for payment of DSI's fees at least sixty (60) days
prior to any increase in fees. For any service not listed on DSI's standard fee
schedule, DSI will provide a quote prior to rendering the service, if requested.


6.2 Payment Terms. DSI shall not be required to perform any service unless the
payment for such service and any outstanding balances owed to DSI are paid in
full. Fees are due upon receipt of a signed contract or receipt of the Source
Materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2. Late fees on past due
amounts shall accrue interest at the rate of one and one-half percent per month
(18% per annum) from the date of the invoice.


ARTICLE 7  --  LIABILITY AND DISPUTES.


7.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction,
instrument, or signature reasonably believed by DSI to be genuine. DSI may
assume that any employee of a Party to this Agreement who gives any written
notice, request, or instruction has the authority to do so. DSI shall not be
required to inquire into the truth or evaluate the merit of any statement or
representation contained in any notice or document. DSI shall not be responsible
for failure to act as a result of causes beyond the reasonable control of DSI.


7.2 Indemnification. ViaSat and WildBlue each agree to indemnify, defend and
hold harmless DSI from any and all claims, actions, damages, arbitration fees
and expenses, costs, attorney's fees and other liabilities ("Liabilities")
incurred by DSI relating in any way to this escrow arrangement unless such
Liabilities were caused solely by the negligence or willful misconduct of DSI.


7.3 Dispute Resolution. Unless otherwise agreed by ViaSat or WildBlue, any
dispute relating to or arising from this Agreement shall be initiated and
maintained in a court of competent jurisdiction in Denver, Colorado, USA or San
Diego, California, USA.


7.4 Controlling Law. This Agreement is to be governed and construed in
accordance with the laws of the State of New York, United States of America,
without regard to its conflict of law provisions.


7.5 Notice of Requested Order. If any Party intends to obtain an order from the
arbitrator or any court of competent jurisdiction which may direct DSI to take,
or refrain from taking any action, that Party shall:.


a.      Give DSI at least two business days' prior notice of the hearing;.

Master Preferred Escrow Agreement

                                       9
<PAGE>   83

b.      Include in any such order that, as a precondition to DSI's obligation,
        DSI be paid in full for any past due fees and be paid for the reasonable
        value of the services to be rendered pursuant to such order; and.


c.      Ensure that DSI not be required to deliver the original (as opposed to a
        copy) of the Source Materials if DSI may need to retain the original in
        its possession to fulfill any of its other escrow duties.


ARTICLE 8  --  GENERAL PROVISIONS.


8.1 Entire Agreement. This Agreement, which includes the Acceptance Form and the
Exhibits described herein, and the Relevant Agreements embodies the entire
understanding among all of the Parties with respect to its subject matter and
supersedes all previous communications, representations or understandings,
either oral or written. DSI is not a party to the Relevant Agreements between
ViaSat and WildBlue and has no knowledge of any of the terms or provisions of
any such Relevant Agreements. DSI's only obligations to ViaSat or WildBlue are
as set forth in this Agreement. No amendment or modification of this Agreement
shall be valid or binding unless signed by all the Parties hereto, except that
Exhibit A need not be signed by DSI, Exhibit B need not be signed by WildBlue,
Exhibit C need not be signed, and the Acceptance Form need only be signed by the
Parties identified therein.


8.2 Notices. All notices, invoices, payments, deposits and other documents and
communications shall be given to the Parties at the addresses specified in the
attached Exhibit C and Acceptance Form. It shall be the responsibility of the
Parties to notify each other as provided in this Section in the event of a
change of address or facsimile number. The Parties shall have the right to rely
on the last known address or facsimile number of the other Parties. Unless
otherwise provided in this Agreement, all notices must be in writing and all
notices, documents and communications may be delivered by a reputable courier
service, by electronic facsimile (followed by a copy by mail), or by certified
or registered mail, (postage prepaid and return receipt requested). Notices sent
by overnight courier shall be deemed received the day after the notice was sent.


8.3 Severability. In the event any provision of this Agreement is found to be
invalid, voidable or unenforceable, the Parties agree that unless it materially
affects the entire intent and purpose of this Agreement, such invalidity,
voidability or unenforceability shall affect neither the validity of this
Agreement nor the remaining provisions herein, and the provision in question
shall be deemed to be replaced with a valid and enforceable provision most
closely reflecting the intent and purpose of the original provision.


8.4 Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the Parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor or assign of
ViaSat or WildBlue unless DSI receives clear, authoritative and conclusive
written evidence of the change of Parties.

Master Preferred Escrow Agreement

                                       10
<PAGE>   84

8.5 Regulations. ViaSat and WildBlue are responsible for and warrant compliance
with all applicable laws, rules and regulations, including but not limited to
customs laws, import, export, and re-export laws and government regulations of
any country from or to which the Source Materials may be delivered in accordance
with the provisions of this Agreement.


VIASAT, INC.                                DSI TECHNOLOGY ESCROW SERVICES, INC.


By: ________________________________        By: _______________________________.


Name: ______________________________        Name: _____________________________.


Title: _____________________________        Title: ____________________________.


Date: ______________________________        Date: _____________________________.


WILDBLUE COMMUNICATIONS, INC.


By: ________________________________


Name: ______________________________


Title: _____________________________


Date: ______________________________


Master Preferred Escrow Agreement

                                       11
<PAGE>   85


                     PREFERRED BENEFICIARY ACCEPTANCE FORM.


                        Account Number ________________.


ViaSat, WildBlue and DSI Technology Escrow Services, Inc. ("DSI"), hereby
acknowledge that WildBlue Communications, Inc. is WildBlue referred to in the
Master Preferred Escrow Agreement ("Agreement") effective January ___, 2001 with
DSI as the escrow agent and ViaSat as the depositor of the Source Materials.
WildBlue hereby agrees to be bound by all provisions of such Agreement.


Notices and communications to and invoices for WildBlue should be addressed to:.

WildBlue Communications, Inc.
4600 South Syracuse Street, #500
Denver, CO 80237
Attention:  Michelle Kuska
With a copy to David M. Brown


Notices and communications to ViaSat should be addressed to:

ViaSat, Inc.
6155 El Camino Real
Carlsbad, CA 92008
Attention:  Tom Eidenshink.

VIASAT, INC.                                DSI TECHNOLOGY ESCROW SERVICES, INC.


By: ________________________________        By: _______________________________.


Name: ______________________________        Name: _____________________________.


Title: _____________________________        Title: ____________________________.


Date: ______________________________        Date: _____________________________.


WILDBLUE COMMUNICATIONS, INC.


By: ________________________________


Name: ______________________________


Title: _____________________________


Date: ______________________________



Master Preferred Escrow Agreement

                                       12
<PAGE>   86


EXHIBIT A.


                           MATERIALS TO BE DEPOSITED.


                        Account Number _________________.


ViaSat represents to WildBlue that Source Materials delivered to DSI shall
consist of the following:


SOURCE MATERIALS means:


1.      the human readable version of the Software written in a high level
        language, including source code listings as then commented, system and
        program flowcharts, and such other components, programs and documents to
        fully utilize, modify and maintain the Software consistent with
        standards set forth herein, including all necessary support routines
        that enable the software program to be compiled into Executable Code,
        all of which, where applicable, shall be on media that allows the
        program to be read and processed. Source Code includes all documentation
        and know-how reasonably necessary to allow a person reasonably skilled
        in computer programming to understand and utilize such programs; and


2.      notebooks, technical data, know-how, designs and other information with
        respect to the design, development and production of the SMs and SMTSs,
        as applicable, sufficient to enable WildBlue to access, utilize, modify
        and adapt the Source Materials, make, have made, use, have used, sell,
        lease or otherwise transfer SMs and SMTSs and to provide or have a third
        party provide support and maintenance or Feature Work for the SMs and
        SMTSs. .


VIASAT, INC.                                WILDBLUE COMMUNICATIONS, INC.


By: ________________________________        By: ________________________________


Name: ______________________________        Name: ______________________________


Title: _____________________________        Title: _____________________________


Date: ______________________________        Date: ______________________________







Master Preferred Escrow Agreement


                                       13
<PAGE>   87


EXHIBIT B.


                        DESCRIPTION OF SOURCE MATERIALS.


Depositor Company Name: ViaSat Networks Inc.


Account Number: __________________________.


Product Name: ____________________________  Version: _____________


(Product Name will appear as the Exhibit B Name on Account History report).


SM/SMTS RELATIONSHIP.


__________ SM   __________SMTS.


DEPOSIT MATERIAL DESCRIPTION:


Quantity       Media Type & Size    Label Description of Each Separate Item.


____    Disk 3.5" or ____


____    DAT tape ____mm


____    CD-ROM


____    Data cartridge tape ____


____    TK 70 or ____ tape


____    Magnetic tape ____


____    Documentation


____    Other ______________________.


PRODUCT DESCRIPTION:


Environment: ______________________________________________________________


DEPOSIT MATERIAL INFORMATION:


Is the media or are any of the files encrypted? Yes / No If yes, please include
any passwords and the decryption tools.


Encryption tool name________________________       Version:__________________


Master Preferred Escrow Agreement

<PAGE>   88

Hardware required: _________________________________________________________


Software required: _________________________________________________________


Other required information: ________________________________________________


I certify for ViaSat that the above described Source Materials have been
transmitted to DSI:.


Signature: ________________________


Print Name: _______________________


Date: _____________________________


DSI has inspected and accepted the above materials (any exceptions are noted
above):.


Signature: _________________________


Print Name: ________________________


Date Accepted:______________________


Exhibit B#:_________________________


Send materials to: DSI, 9265 Sky Park Ct., Suite 202, San Diego, CA 92123 (858)
499-1600.



Master Preferred Escrow Agreement

<PAGE>   89


EXHIBIT C.


                               DESIGNATED CONTACT.


                       Account Number: _________________.




Notices and communications                      Invoices should be addressed to:
should be addressed to

For ViaSat Networks:





For WildBlue Communications Company:


Requests to change the designated contact should be given in writing by the
designated contact or an authorized employee.




Contracts, Source Materials and                    Invoice inquiries and fee
notices to DSI should be addressed:                remittances addressed to:.

DSI                                                DSI
Contract Administration                            Accounts Receivable
Suite 202                                          P.O. Box 45156
9265 Sky Park Court                                San Francisco, CA 94145-0156
San Diego, CA 92123
Tel: (858)499-1600                                 Tel: (858) 499-1636
Fax: (858)694-1919                                 Fax: (858) 499-1637.




Date:__________________