EXHIBIT
      A

     

    SUBSCRIPTION
      AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT
      made as
      of this ___ day of ___________, 2007, between Microwave Satellite Technologies,
      Inc., a Delaware corporation (the “Company”),
      with
      offices at 259-263 Goffle Road, Hawthorne, New Jersey, 07506, and the
      undersigned (the “Subscriber”).
      The
      term “Company,” as used herein, is defined as set forth in the PPM (as defined
      below).

     

    WHEREAS,
      pursuant
      to a Confidential Offering Memorandum dated March 28, 2007 (the “PPM”),
      the
      Company is offering in a private placement (the “Offering”)
      to
      accredited investors up to 170 Units at a purchase price of $100,000 per Unit
      for a maximum aggregate purchase price of $17,000,000 (the “Maximum
      Offering”).
      Each
      Unit consists of 100,000 shares of the Company’s common stock, par value $0.001
      per share (the “Common
      Stock”)
      and a
      three-year, redeemable warrant to purchase 50,000 shares of Common Stock at
      $1.50 per share (the “Warrants”)
      As
      used herein, the term “Units” means such Units, and all Common Stock and
      Warrants underlying the Units), and

     

    WHEREAS,
      the
      Subscriber desires to subscribe for the number of Units set forth on the
      signature page hereof, on the terms and conditions hereinafter set
      forth.

     

    NOW,
      THEREFORE,
      for and
      in consideration of the premises and the mutual covenants hereinafter set forth,
      the parties hereto do hereby agree as follows:

     

    
      	 	
              I.

            	
              SUBSCRIPTION
                FOR AND REPRESENTATIONS AND COVENANTS OF
                SUBSCRIBER

            


    

     

    1.1 Subject
      to the terms and conditions hereinafter set forth, the Subscriber hereby
      subscribes for and agrees to purchase from the Company such number of Units
      set
      forth upon the signature page hereof, at a price equal to $100,000 per Unit,
      and
      the Company agrees to sell such to the Subscriber for said purchase price,
      subject to the Company’s right to sell to the Subscriber such lesser number of
      (or no) Units as the Company may, in its sole discretion, deem necessary or
      desirable. The purchase price is payable by wire transfer of immediately
      available funds, pursuant to the wire instructions attached as Exhibit
      D
      to the
      PPM or by check payable to Signature Bank, as Escrow Agent to Microwave
      Satellite Technologies, Inc.

     

    1.2 The
      Subscriber recognizes that the purchase of Units involves a high degree of
      risk
      in that (i) an investment in the Company is highly speculative and only
      investors who can afford the loss of their entire investment should consider
      investing in the Company and the Units; (ii) the Units are not registered under
      the Securities Act of 1933, as amended (the “Act”),
      or
      any state securities law; (iii) there is no trading market for the Units, none
      is likely ever to develop, and the Subscriber may not be able to liquidate
      his,
      her or its investment; (iv) transferability of the Units is extremely limited;
      and (v) an investor could suffer the loss of his, her or its entire
      investment.

     

    1.3 The
      Subscriber is an “accredited investor,” as such term in defined in Rule 501 of
      Regulation D promulgated under the Act, and the Subscriber is able to bear
      the
      economic risk of an investment in the Units.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.4 The
      Subscriber has prior investment experience (including investment in non-listed
      and non-registered securities), and has read and evaluated, or has employed
      the
      services of an investment advisor, attorney or accountant to read and evaluate,
      all of the documents furnished or made available by the Company to the
      Subscriber and to all other prospective investors in the Units, including the
      PPM, as well as the merits and risks of such an investment by the Subscriber.
      The Subscriber’s overall commitment to investments which are not readily
      marketable is not disproportionate to the Subscriber’s net worth, and the
      Subscriber’s investment in the Units will not cause such overall commitment to
      become excessive. The Subscriber, if an individual, has adequate means of
      providing for his or her current needs and personal and family contingencies
      and
      has no need for liquidity in his or her investment in the Units. The Subscriber
      is financially able to bear the economic risk of this investment, including
      the
      ability to afford holding the Units for an indefinite period or a complete
      loss
      of this investment.

     

    1.5 The
      Subscriber acknowledges receipt and careful review of the PPM, all supplements
      to the PPM, and all other documents furnished in connection with this
      transaction by the Company (collectively, the “Offering
      Documents”)
      and
      has been furnished by the Company during the course of this transaction with
      all
      information regarding the Company which the Subscriber has requested or desires
      to know; and the Subscriber has been afforded the opportunity to ask questions
      of and receive answers from duly authorized officers or other representatives
      of
      the Company concerning the terms and conditions of the Offering, and any
      additional information which the Subscriber has requested.

     

    1.6 The
      Subscriber acknowledges that the purchase of the Units may involve tax
      consequences to the Subscriber and that the contents of the Offering Documents
      do not contain tax advice. The Subscriber acknowledges that the Subscriber
      must
      retain his, her or its own professional advisors to evaluate the tax and other
      consequences to the Subscriber of an investment in the Units. The Subscriber
      acknowledges that it is the responsibility of the Subscriber to determine the
      appropriateness and the merits of a corporate entity to own the Subscriber’s
      Units and the corporate structure of such entity.

     

    1.7 The
      Subscriber acknowledges that this Offering has not been reviewed by the
      Securities and Exchange Commission (the “SEC”)
      or any
      state securities commission, and that no federal or state agency has made any
      finding or determination regarding the fairness or merits of the Offering.
      The
      Subscriber represents that the Units are being purchased for his, her or its
      own
      account, for investment only, and not with a view toward distribution or resale
      to others. The Subscriber agrees that he, she or it will not sell or otherwise
      transfer the Units unless they are registered under the Act or unless an
      exemption from such registration is available.

     

    1.8 The
      Subscriber understands that the provisions of Rule 144 under the Act are not
      available for at least one (1) year to permit resales of the Units or the Common
      Stock and Warrants comprising the Units and there can be no assurance that
      the
      conditions necessary to permit such sales under Rule 144 will ever be satisfied.
      The Subscriber understands that the Company is under no obligation to comply
      with the conditions of Rule 144 or take any other action necessary in order
      to
      make available any exemption from registration for the sale of the Units or
      the
      Common Stock and Warrants comprising the Units.

     

    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    

     

    1.9 The
      Subscriber understands that the Units have not been registered under the Act
      by
      reason of a claimed exemption under the provisions of the Act which depends,
      in
      part, upon his, her or its investment intention. In this connection, the
      Subscriber understands that it is the position of the SEC that the statutory
      basis for such exemption would not be present if his, her or its representation
      merely meant that his, her or its present intention was to hold such securities
      for a short period, such as the capital gains period of tax statutes, for a
      deferred sale, for a market rise, assuming that a market develops, or for any
      other fixed period. The Subscriber realizes that, in the view of the SEC, a
      purchase now with an intent to resell would represent a purchase with an intent
      inconsistent with his, her or its representation to the Company and the SEC
      might regard such a sale or disposition as a deferred sale, for which such
      exemption is not available.

     

    1.10 The
      Subscriber agrees to indemnify and hold the Company, its directors, officers
      and
      controlling persons and their respective heirs, representatives, successors
      and
      assigns harmless against all liabilities, costs and expenses incurred by them
      as
      a result of any misrepresentation made by the Subscriber contained herein or
      any
      sale or distribution by the Subscriber in violation of the Act (including,
      without limitation, the rules promulgated thereunder), any state securities
      laws, or the Company’s Certificate of Incorporation or By-laws, as amended from
      time to time.

     

    1.11 The
      Subscriber consents to the placement of a legend on any certificate or other
      document evidencing the Units stating that such securities have not been
      registered under the Act and setting forth or referring to the restrictions
      on
      transferability and sale thereof.

     

    1.12 The
      Subscriber understands that the Company will review and rely on this
      Subscription Agreement without making any independent investigation; and it
      is
      agreed that the Company reserves the unrestricted right to reject or limit
      any
      subscription and to withdraw the Offering at any time.

     

    1.13 The
      Subscriber hereby represents that the address of the Subscriber furnished at
      the
      end of this Subscription Agreement is the undersigned’s principal residence, if
      the Subscriber is an individual, or its principal business address if it is
      a
      corporation or other entity.

     

    1.14 The
      Subscriber acknowledges that if the Subscriber is a Registered Representative
      of
      a National Association of Securities Dealers, Inc. (“NASD”)
      member
      firm, the Subscriber must give such firm the notice required by the NASD’s
      Conduct Rules, receipt of which must be acknowledged by such firm on the
      signature page hereof.

     

    1.15 The
      Subscriber hereby acknowledges that neither the Company nor any persons
      associated with the Company who may provide assistance or advice in connection
      with the Offering (other than the placement agent, if one is engaged by the
      Company) are or are expected to be members or associated persons of members
      of
      the NASD or registered broker-dealers under any federal or state securities
      laws.

     

    1.16 The
      Subscriber understands that, pursuant to the terms of the Offering as set forth
      in the PPM, the Company must receive subscriptions for 150 Units for an
      aggregate purchase price of $15,000,000 (the “Minimum
      Offering”)
      in
      order to close on the sale of any Units and that persons affiliated with the
      Company or its consultants, advisors, or placement agents may subscribe for
      Common Stock, in which case the Company may accept subscriptions from such
      affiliated parties in order to reach the Minimum Offering; and that,
      accordingly, no investor should conclude that achieving the Minimum Offering
      is
      the result of any independent assessment of the merits or advantages of the
      Offering or the Company made by Subscribers in the Minimum
      Offering.

     

    
      
         

      

      
        A-3

        
          

        

      

      
         

      

    

     

    1.17 The
      Subscriber hereby represents that, except as expressly set forth in the Offering
      Documents, no representations or warranties have been made to the Subscriber
      by
      the Company or any agent, employee or affiliate of the Company and, in entering
      into this transaction, the Subscriber is not relying on any information other
      than that contained in the Offering Documents and the results of independent
      investigation by the Subscriber.

     

    1.18 All
      information provided by the Subscriber in the Investor Questionnaire attached
      as
Exhibit
      B
      to the
      PPM is true and accurate in all respects, and the Subscriber acknowledges that
      the Company will be relying on such information to its possible detriment in
      deciding whether the Company can sell these securities to the Subscriber without
      giving rise to the loss of the exemption from registration under applicable
      securities laws.

     

    
      	 	
              II.

            	
              REPRESENTATIONS
                BY THE COMPANY

            


    

     

    The
      Company represents and warrants to the Subscriber that as of the date of the
      closing of this Offering (the “Closing
      Date”):

     

    (a) The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the corporate power
      to
      conduct the business which it conducts and proposes to conduct.

     

    (b) The
      execution, delivery and performance of this Subscription Agreement by the
      Company have been duly authorized by the Company and all other corporate action
      required to authorize and consummate the offer and sale of the Units has been
      duly taken and approved.

     

    (c) The
      Units
      and the underlying Common Stock have been duly and validly authorized and
      issued.

     

    (d) The
      Company has obtained, or is in the process of obtaining, all licenses, permits
      and other governmental authorizations necessary for the conduct of its business,
      except where the failure to so obtain such licenses, permits and authorizations
      would not have a material adverse effect on the Company. Such licenses, permits
      and other governmental authorizations which have been obtained are in full
      force
      and effect, except where the failure to be so would not have a material adverse
      effect on the Company, and the Company is in all material respects complying
      therewith.

     

    (e) The
      Company knows of no pending or threatened legal or governmental proceedings
      to
      which the Company is a party which would materially adversely affect the
      business, financial condition or operations of the Company.

     

    
      
         

      

      
        A-4

        
          

        

      

      
         

      

    

     

    (f) The
      Company is not in violation of or default under, nor will the execution and
      delivery of this Subscription Agreement or the issuance of the Common Stock,
      or
      the consummation of the transactions herein contemplated, result in a violation
      of, or constitute a default under, the Company’s Certificate of Incorporation or
      By-laws, any material obligations, agreements, covenants or conditions contained
      in any bond, debenture, note or other evidence of indebtedness or in any
      material contract, indenture, mortgage, loan agreement, lease, joint venture
      or
      other agreement or instrument to which the Company is a party or by which it
      or
      any of its properties may be bound or any material order, rule, regulation,
      writ, injunction, or decree of any government, governmental instrumentality
      or
      court, domestic or foreign.

     

    
      	 	
              III.

            	
              COVENANTS
                BY THE COMPANY

            


    

     

    3.1 The
      Company agrees that the Subscriber shall have certain registration rights with
      respect to the shares of Common Stock underlying the Units issued to Subscribers
      pursuant to the terms of the Registration Rights Agreement attached as
Exhibit
      C
      to the
      PPM.

     

    3.2 For
      a
      period of six (6) months following the effectiveness of the registration
      statement covering the resale of the shares of Common Stock included within
      the
      Units sold and the shares of Common Stock underlying the Warrants (the
“Adjustment
      Period”),
      in
      the event that the Company sells or grants any option to purchase or sells
      or
      grants any right to reprice, or otherwise disposes of or issues (or announces
      any sale, grant or any option to purchase or other disposition), any Common
      Stock or Common Stock Equivalents entitling any Person to acquire shares of
      Common Stock at an effective price per share that is lower than $1.00 per share
      (such lower price, the “Base
      Price”
and
      such issuances, collectively, a “Dilutive
      Issuance”)
      (if
      the holder of the Common Stock or Common Stock Equivalents so issued shall
      at
      any time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective price
      per share that is lower than $1.00 per share, such issuance shall be deemed
      to
      have occurred for less than the $1.00 per share on such date of the Dilutive
      Issuance), then the Company shall issue additional shares of Common Stock to
      the
      Subscriber in an amount sufficient that the subscription price paid hereunder,
      when divided by the total number of shares issued in the Dilutive Issuance
      will
      result in an actual price paid by the Subscriber per share of Common Stock
      equal
      to the Base Price. Such adjustment shall be made whenever any Dilutive Issuance
      is made within the Adjustment Period. Notwithstanding the foregoing, no
      adjustment will be made under this Section 3.2 in respect of an Exempt Issuance.
      The Company shall notify the Subscriber in writing, no later than 1 business
      day
      following a Dilutive Issuance, indicating therein the applicable issuance price,
      or applicable reset price, exchange price, conversion price and other pricing
      terms (such notice, the “Dilutive
      Issuance Notice”).
      For
      purposes of clarification, whether or not the Company provides a Dilutive
      Issuance Notice pursuant to this Section 3.2, upon the occurrence of any
      Dilutive Issuance, the Subscriber is entitled to receive a number of shares
      based upon the Base Price on or after the date of such Dilutive Issuance,
      regardless of whether the Subscriber accurately refers to the Base Price in
      any
      notice. The exercise price of all unexercised Warrants issued to the Subscriber
      shall be reduced to 200% of the Base Price upon any Dilutive Issuance during
      the
      Adjustment Period. Such Warrant adjustment shall be made successively whenever
      a
      Dilutive Issuance requiring an adjustment to the Base Price is made during
      the
      Adjustment Period. Notwithstanding anything herein or in any related document
      to
      the contrary, the foregoing does not convey to the Subscriber any right to
      participation in any future financings or offerings now or in the future
      contemplated or undertaken by the Company. The Company reserves the right to
      establish procedures in order to effectuate the issuance of additional shares
      in
      the event of any dilutive issuance requiring an adjustment to the Base Price,
      in
      its sole discretion, including delivery of such shares to the Subscriber in
      full
      and complete satisfaction of the Company’s obligation upon a Dilutive
      Issuance.

     

    
      
         

      

      
        A-5

        
          

        

      

      
         

      

    

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or any of its subsidiaries which would entitle
      the
      holder thereof to acquire at any time Common Stock, including, without
      limitation, any debt, preferred stock, rights, options, warrants or other
      instrument that is at any time convertible into or exercisable or exchangeable
      for, or otherwise entitles the holder thereof to receive, Common
      Stock.

     

    “Exempt
      Issuance”
means:
      (A) the issuance of: (a) shares of Common Stock or options to employees,
      officers, directors, or consultants of the Company pursuant to any stock or
      option plan duly adopted for such purpose by a majority of the non-employee
      members of the Board of Directors of the Company or a majority of the members
      of
      a committee of non-employee directors established, (b) securities upon the
      exercise or exchange of or conversion of any securities issued hereunder and/or
      other securities exercisable or exchangeable for or convertible into shares
      of
      Common Stock issued and outstanding on the date of this Agreement,
      provided that such securities have not been amended since the date of this
      Agreement to increase the number of such securities or to decrease the exercise,
      exchange or conversion price of such securities; and (c) securities issued
      pursuant to acquisitions or strategic transactions approved by a majority of
      the
      disinterested directors of the Company, provided that any such issuance shall
      only be to a person which is either an owner
      of,
      or an entity that is, itself or through its subsidiaries, an operating company
      in a business synergistic with the business of the Company and in which the
      Company receives benefits in addition to the investment of funds, but shall
      not
      include a transaction in which the Company is issuing securities primarily
      for
      the purpose of raising capital or to an entity whose primary business is
      investing in securities.

    


    
      	 	
              IV.

            	
              TERMS
                OF SUBSCRIPTION

            


    

     

    4.1 Subject
      to Section 4.2 hereof, the subscription period will begin as of the date of
      the
      PPM and will terminate at 11:59 PM Eastern Time, on the earlier of the date
      on
      which the Maximum Offering is sold or the Offering is terminated by the Company
      (the “Termination
      Date”).
      The
      minimum subscription amount is $100,000, although the Company may, in its
      discretion, accept subscriptions for less than $100,000.

     

    4.2 The
      Subscriber has effected a wire transfer in the full amount of the purchase
      price
      for the Units to the Company’s escrow account in accordance with the wire
      instructions attached as Exhibit
      D
      to the
      PPM or has delivered a check in payment of the purchase price for the
      Units.

     

    4.3 Pending
      the sale of the Units, all funds paid hereunder shall be deposited by the
      Company in escrow with the Company’s escrow agent. If the Company shall not have
      obtained subscriptions (including this subscription) for purchases of 150 Units
      for an aggregate purchase price of $15,000,000 on or before the Termination
      Date
      (as such date may be extended by the Company), then this subscription shall
      be
      void and all funds paid hereunder by the Subscriber shall be promptly returned
      without interest to the Subscriber, to the same account from which the funds
      were drawn. If subscriptions are received and accepted and payment tendered
      for
      the Minimum Offering on or prior to the Termination Date, then all subscription
      proceeds (less fees and expenses) shall be paid over to the Company within
      ten
      (10) days thereafter or such earlier date that is one business day after the
      amount of good funds in escrow equals or exceeds $15,000,000. In such event,
      sales of the Units may continue thereafter until the earlier of the date on
      which the Maximum Offering is sold and the Termination Date, with subsequent
      releases of funds from time to time at the discretion of the
      Company.

     

    
      
         

      

      
        A-6

        
          

        

      

      
         

      

    

     

    4.4 The
      Subscriber hereby authorizes and directs the Company and its escrow agent to
      deliver any certificates or other written instruments representing the Units
      to
      be issued to such Subscriber pursuant to this Subscription Agreement to the
      address indicated on the signature page hereof.

     

    4.5 The
      Subscriber hereby authorizes and directs the Company and its escrow agent to
      return any funds, without interest, for unaccepted subscriptions to the same
      account from which the funds were drawn.

     

    4.6 If
      the
      Subscriber is not a United States person, such Subscriber shall immediately
      notify the Company and the Subscriber hereby represents that the Subscriber
      is
      satisfied as to the full observance of the laws of its jurisdiction in
      connection with any invitation to subscribe for the Units or any use of this
      Subscription Agreement, including (i) the legal requirements within its
      jurisdiction for the purchase of the Units, (ii) any foreign exchange
      restrictions applicable to such purchase, (iii) any governmental or other
      consents that may need to be obtained, and (iv) the income tax and other tax
      consequences, if any, that may be relevant to the purchase, holding, redemption,
      sale or transfer of the Units. Such Subscriber’s subscription and payment for,
      and continued beneficial ownership of, the Units will not violate any applicable
      securities or other laws of the Subscriber’s jurisdiction.

     

    
      	 	
              V.

            	
              MISCELLANEOUS

            


    

     

    5.1 Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by reputable overnight courier, facsimile (with receipt of
      confirmation) or registered or certified mail, return receipt requested,
      addressed to the Company, at the address set forth in the first paragraph
      hereof, Attention: Chief Executive Officer, facsimile: (973) 304-6081, and
      to
      the Subscriber at the address or facsimile number indicated on the signature
      page hereof. Notices shall be deemed to have been given on the date when mailed
      or sent by facsimile transmission or overnight courier, except notices of change
      of address, which shall be deemed to have been given when received.

     

    5.2 This
      Subscription Agreement shall not be changed, modified or amended except by
      a
      writing signed by the parties against whom such modification or amendment is
      to
      be charged, and this Subscription Agreement may not be discharged except by
      performance in accordance with its terms or by a writing signed by the party
      to
      be charged.

     

    
      
         

      

      
        A-7

        
          

        

      

      
         

      

    

     

    5.3 This
      Subscription Agreement shall be binding upon and inure to the benefit of the
      parties hereto and to their respective heirs, legal representatives, successors
      and assigns. This Subscription Agreement sets forth the entire agreement and
      understanding between the parties as to the subject matter hereof and merges
      and
      supersedes all prior discussions, agreements and understandings of any and
      every
      nature among them.

     

    5.4 Notwithstanding
      the place where this Subscription Agreement may be executed by any of the
      parties hereto, the parties expressly agree that all the terms and provisions
      hereof shall be construed in accordance with and governed by the laws of the
      State of Delaware. The parties hereby agree that any dispute which may arise
      between them arising out of or in connection with this Subscription Agreement
      shall be adjudicated only before a Federal court located in the State of
      Delaware and they hereby submit to the exclusive jurisdiction of the federal
      courts of the State of Delaware with respect to any action or legal proceeding
      commenced by any party, and irrevocably waive any objection they now or
      hereafter may have respecting the venue of any such action or proceeding brought
      in such a court or respecting the fact that such court is an inconvenient forum,
      relating to or arising out of this Subscription Agreement or any acts or
      omissions relating to the sale of the securities hereunder, and consent to
      the
      service of process in any such action or legal proceeding by means of registered
      or certified mail, return receipt requested, in care of the address set forth
      below or such other address as the undersigned shall furnish in writing to
      the
      other. The parties further agree that in the event of any dispute, action,
      suit
      or other proceeding arising out of or in connection with this Subscription
      Agreement, the PPM, the Registration Rights Agreement or other matters related
      to this subscription brought by a Subscriber (or transferee), the Company (and
      each other defendant) shall recover all of such party’s attorneys’ fees and
      costs incurred in each and every action, suit or other proceeding, including
      any
      and all appeals or petitions therefrom. As used herein, attorney’s fees shall be
      deemed to mean the full and actual costs of any investigation and of legal
      services actually performed in connection with the matters involved, calculated
      on the basis of the usual fee charged by the attorneys performing such
      services.

     

    5.5 This
      Subscription Agreement may be executed in counterparts. Upon the execution
      and
      delivery of this Subscription Agreement by the Subscriber, this Subscription
      Agreement shall become a binding obligation of the Subscriber with respect
      to
      the purchase of Units as herein provided; subject, however, to the right hereby
      reserved by the Company to (i) enter into the same agreements with other
      subscribers, (ii) add and/or delete other persons as subscribers and (iii)
      reduce the amount of or reject any subscription.

     

    5.6 The
      holding of any provision of this Subscription Agreement to be invalid or
      unenforceable by a court of competent jurisdiction shall not affect any other
      provision of this Subscription Agreement, which shall remain in full force
      and
      effect.

     

    5.7 It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Subscription Agreement shall not operate or be construed as a waiver of any
      subsequent breach by that same party.

     

    5.8 The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further actions as may be necessary or
      appropriate to carry out the purposes and intent of this Subscription
      Agreement.

     

    [Signature
      Pages Follow]

     

    
      
         

      

      
        A-8

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Subscription Agreement as of the day and year first
      written above.

    


    
      	
              _____________________________

            	 	
              X
                $100,000 for each Unit

            	 	
              =
                $_____________________.

            
	
              Number
                of Units subscribed for

            	 	 	 	
              Aggregate
                Purchase Price

            


    

    


    Manner
      in which Title is to be held (Please Check One):

     

    
      	
              1.

            	
              ___

            	
              Individual

            	 	
              7.

            	
              ___

            	
              Trust/Estate/Pension
                or Profit Sharing Plan

              Date
                Opened:______________

            
	 	 	 	 	 	 	 
	
              2.

            	
              ___

            	
              Joint
                Tenants with Right of Survivorship

            	 	
              8.

            	
              ___

            	
              As
                a Custodian for

              ____________________________________________

              Under
                the Uniform Gift to Minors Act of the State of

              
                ____________________________________________

              

            
	 	 	 	 	 	 	 
	
              3.

            	
              ___

            	
              Community
                Property

            	 	
              9.

            	
              ___

            	
              Married
                with Separate Property

            
	 	 	 	 	 	 	 
	
              4.

            	
              ___

            	
              Tenants
                in Common

            	 	
              10.

            	
              ___

            	
              Keogh

            
	 	 	 	 	 	 	 
	
              5.

            	
              ___

            	
              Corporation/Partnership/
                Limited Liability Company

            	 	
              11.

            	
              ___

            	
              Tenants
                by the Entirety

            
	 	 	 	 	 	 	 
	
              6.

            	
              ___

            	
              IRA

            	 	
              12.

            	
              ___

            	
              Foundation
                described in Section 501(c)(3) of the Internal Revenue Code of 1986,
                as
                amended.

            


    

    


    IF
      MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

    INDIVIDUAL
      SUBSCRIBERS MUST COMPLETE PAGE 9

    SUBSCRIBERS
      WHICH ARE ENTITIES MUST COMPLETE PAGE 10.

     

    
      
         

      

      
        A-9

        
          

        

      

      
         

      

    


    EXECUTION
      BY NATURAL PERSONS

     

    
      	
               

                

              

              Exact
                Name in Which Title is to be Held

            
	 	 	 
	
              
                

              

              Name
                (Please Print)

            	 	
              
                

              

              Name
                of Additional Subscriber

            
	 	 	 
	
              
                

              

              Residence:
                Number and Street

            	 	
              
                

              

              Address
                of Additional Subscriber

            
	 	 	 
	
              
                

              

              City,
                State and Zip Code

            	 	
              
                

              

              City,
                State and Zip Code

            
	 	 	 
	
              
                

              

              Social
                Security Number

            	 	
              
                

              

              Social
                Security Number

            
	 	 	 
	
              
                

              

              Telephone
                Number

            	 	
              
                

              

              Telephone
                Number

            
	 	 	 
	
              
                

              

              Fax
                Number (if available)

            	 	
              
                

              

              Fax
                Number (if available)

            
	 	 	 
	
              
                

              

              E-Mail
                (if available)

            	 	
              
                

              

              E-Mail
                (if available)

            
	 	 	 
	
              
                

              

              (Signature)

            	 	
              
                

              

              (Signature
                of Additional Subscriber)

            
	 	 	 
	 	
              ACCEPTED
                this ___ day of _________ 2007, on behalf of Microwave Satellite
                Technologies, Inc.

            
	 
	 	
              By:

              
                

              

              Name:

              Title:

            


    

     

    
      
         

      

      
        A-10

        
          

        

      

      
         

      

    

     

    EXECUTION
      BY SUBSCRIBER WHICH IS AN ENTITY

     

    (Corporation,
      Partnership, Trust, Etc.)

     

    
      	
              
                

              

              Name
                of Entity (Please Print)

            
	 
	
              Date
                of Incorporation or Organization:

            
	 
	
              State
                of Principal Office:

            


    

     

      Federal
        Taxpayer Identification Number:

      
        
 

    

    
      	
              
                

              

              Office
                Address

               

              
                

              

              City,
                State and Zip Code

               

              
                
Telephone
                Number

               

              
                
Fax
                Number (if available)

               

              
                
E-Mail
                (if available)

            


    

     

    
      	
               

              [seal]

               

              Attest:

              
                

              

              (If
                Entity is a Corporation)

            	
            	
               

               

              By: 

              
                

              

              Name:

              Title:

            
	 	 	 
	
              *If
                Subscriber is a Registered Representative with an NASD member firm,
                have
                the following acknowledgement signed by the appropriate
                party:

            	 	 
	 	 	 
	
              The
                undersigned NASD member firm acknowledges receipt of the notice
                required
                by Rule 3050 of the NASD Conduct
                Rules

            	 	 
	 
	
              
                

              

              Name
                of NASD Firm

            	 	
              ACCEPTED
                this ____ day of __________ 20__, on behalf of Microwave Satellite
                Technologies, Inc.

            
	
               

              By:

              
                

              

              Name:

              Title:

            	 	
               

              By:

              
                

              

              Name:

              Title:

            


    

    


    
      
         

      

      
        A-11