WFG
      INVESTMENTS INC.

    12221
      Merit Drive, Suite 300

    Dallas,
      Texas 75251

    [Fax
      No.
      ]

     

    May
      9,
      2007

    


    Frank
      T.
      Matarazzo

    President

    Microwave
      Satellite Technologies, Inc.

    259-263
      Goffle Road

    Hawthorne,
      New Jersey 07506 

    


    Re: Placement
      Agent Agreement

    


    Dear
      Frank:

     

    This
      letter agreement (the “Agreement”) confirms our understanding with respect to
      the engagement by Microwave Satellite Technologies, Inc. (the “Company”) of WFG
      Investments Inc., (“WFG”) as placement agent in connection with the sale of up
      to $12.5 million of equity or equity-linked securities on a best efforts basis
      through a private placement or similar unregistered transaction on terms that
      have been or will be determined by the Company and its advisors as set forth
      in
      the Company’s Confidential Private Placement Memorandum dated May 7, 2007, as
      may be revised by the Company from time to time (the “Transaction”) to investors
      (the “Investors”). For purposes hereof, the term “Transaction” also includes a
      convertible loan or other type of investment convertible into or exchangeable
      for or otherwise linked to the equity of the Company. The term of the Agreement
      (the “Term”) shall be for a period of twelve (12) months from the date hereof or
      until earlier terminated by either party as described below in Section 7.


     

    
      	1.	
              Scope.
                The Company hereby engages WFG to act as placement agent during the
                Term
                in connection with the Transaction(s). The goal of the engagement
                is to
                raise up to $12.5 million in capital for the Company to be used for
                growth
                opportunities and general working capital purposes. WFG shall assist
                the
                Company and shall, on behalf of the Company, contact such potential
                investors as WFG and the Company agree in advance. WFG shall assist
                the
                Company in effecting the Transaction(s), and shall use its best efforts
                to
                offer and sell the securities in accordance with this Agreement.
                WFG shall
                market to those, and only those investors listed in Addendum A hereto,
                as
                may be amended by mutual agreement of the parties from time to time,
                and
                the Company shall retain the right, in its sole discretion, to accept
                or
                reject investors identified by WFG. WFG’s engagement by the Company shall
                be exclusive solely as to the potential investors included in Addendum
                A.
                WFG shall receive written approval from the Company prior to marketing
                to
                any other investors who have not been included on Addendum A. It
                is
                anticipated that the Company shall also engage its own legal counsel
                and
                may require the services of an accounting firm.


            


    

     

    
      	2.	
              Company
                Information.
                The Company shall cooperate with WFG in connection with its financial
                review and analysis of the Company and shall provide WFG with such
                information concerning the Company as WFG deems necessary or appropriate
                for such review and analysis (collectively, the “Information”).
                

            


    

     

    WFG
      shall
      keep in confidence and shall use only for the purposes of performing its
      obligations pursuant to this Agreement, and shall not, without the Company's
      consent, disclose to any person any non-public Information furnished by the
      Company to WFG except (a) its own counsel and other advisors on a confidential
      basis, (b) to the Investors approved by the Company in accordance with the
      terms
      hereof and (c) to such other persons as such counsel has advised is required
      by
      applicable law, and then only after informing the Company of such legal
      requirement and providing the Company sufficient time to seek a protective
      order
      or otherwise prevent or restrict such disclosure.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Microwave
        Satellite Technologies, Inc.

      May
        __, 2007

       

    

    All
      Information provided by the Company shall be accurate and complete in all
      material respects and shall not contain any untrue statement of a material
      fact
      or omit to state any material fact necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not false or misleading.
      WFG does not assume responsibility for the accuracy or completeness of the
      Information, including but not limited to any disclosure materials related
      to
      the Transaction(s) except for such information that is provided in writing
      by
      WFG to the Company that is independently produced by WFG and not based on
      Information provided by the Company or information available from generally
      recognized public sources. The Company acknowledges and agrees that WFG will
      rely primarily on the Information and on information available from generally
      recognized public sources in performing its services hereunder, without having
      any obligation to independently verify the same and that WFG has no obligation
      to undertake an independent evaluation, appraisal or physical inspection of
      any
      assets or liabilities of the Company. If at any time prior to the completion
      of
      a Transaction an event occurs which would cause
      the
      Information (as supplemented or amended) to contain an untrue statement of
      a
      material fact or to omit to state a material fact necessary in order to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading, the Company will notify WFG immediately of such
      event.

     

    
      	3.	
              Fees.
                The Company shall pay WFG the following
                amounts:

            


    

     

    
      	  
              a.  	
              Private
                Placement Fee.
                WFG shall be paid upon consummation of the Transaction(s) a transaction
                fee, payable in cash, of 7.0% of the Gross Proceeds (as defined below)
                from the capital received, directly or indirectly, by the Company
                solely
                from investors identified on Addendum A, with respect to a Transaction
                (the “Transaction Fee”). For purposes hereof, “Gross Proceeds” shall mean
                the fair market value of all of the consideration (including, without
                limitation, cash, securities, other assets and contingent payment
                amounts
                actually paid, plus debt and liabilities assumed (including, without
                limitation, indebtedness for borrowed money, pension liabilities
                and
                guarantees, license fees, royalty fees, joint venture interests or
                other
                property, obligations or services, but excluding payments made to
                exercise
                any convertible securities) received by the Company or any of its
                security
                holders in connection with any Transaction, directly or indirectly,
                from
                the sale or exchange of the Company’s securities issued in a Transaction
                before the deduction of expenses related to such Transaction, including
                but not limited to the fee payable to WFG. All cash compensation
                payable
                by the Company to WFG hereunder shall be paid by wire transfer.
                

            


    

     

    
      	b.  	
              Placement
                Warrants.
                Upon consummation of a Transaction, the Company will issue to WFG
                five-year stock purchase warrants (the “Placement Agent Warrants”),
                equivalent to 7% of the shares issued in the Transaction to investors
                listed
                in Addendum A,
                taking into consideration any increase in shares under a ratchet
                or
                similar provision pursuant to which the number of shares initially
                purchased is subsequently increased, with an “exercise price” equal to
                100% of the exercise price of the warrants issued in the Transaction.
                The
                exercise price is defined as the price at which WFG may convert the
                Placement Agent Warrants into common stock of the Company. In addition
                to
                the exercise price, WFG shall pay a “warrant cost” of $0.001 per share
                (one-tenth of a cent) to the Company upon the issuance of Placement
                Agent
                Warrants. 

            


    

     

    
      
        
        

      

      
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        Microwave
          Satellite Technologies, Inc.

        May
          __, 2007

         

      

    

    A
      separate Placement Agent Warrant Agreement shall be prepared after consummation
      of the Transaction, and shall take the form of WFG’s standard warrant agreement,
      but shall be acceptable to the Company, which contains the following terms,
      among others: the Placement Agent Warrants are not transferable by the
      warrantholder other than to a limited number of employees and affiliates of
      WFG
      subject to compliance with all applicable securities laws; the Placement Agent
      Warrants may be exercised as to all or any lesser number of shares of equity
      securities commencing immediately after the date of the consummation of the
      Transaction; the Placement Agent Warrants may be exercised on a cash-less basis
      if not registered within 1 year of the closing of the Transaction and be
      redeemable on the same terms as the Transaction warrants; and the warrant
      agreement will contain provisions for change of control, weighted average based
      anti-dilution and customary piggy-back registration rights.

     

    
      
        	
              	c.
                	
                In
                  the event consideration is to be paid in whole or in part by installment
                  payments, the portion of WFG’s fee relating thereto shall be calculated
                  and paid when and as such installment payments are
                  made.

              


      

    

     

    
      	
            	d.	
              Consideration
                received by the Company paid in whole or in part in the form of securities
                or other noncash consideration will be valued at its fair market
                value, as
                reasonably determined by an independent third party to be mutually
                agreed
                upon by the Company and WFG, as of the day prior to the closing of
                the
                Transaction (or later date on which a contingent payment is made),
                provided, however, that if such consideration consists of securities
                with
                an existing trading market, such securities will be valued at the
                average
                of the last sales price for such securities on the five trading days
                prior
                to the date of the closing (or later date on which a contingent payment
                is
                made).

            


    

     

    
      	
            	e.	
              The
                foregoing fees (including the Placement Agent Warrants) are payable
                for
                any Transaction that occurs during the Term or within 12 months thereafter
                with respect to investors included in Addendum A.
                

            


    

     

    
      	
              4.

            	
              Expenses.
                In addition to the Transaction Fee and the Warrants, the Company
                agrees to
                reimburse WFG for its reasonable expenses incurred in connection
                with this
                engagement approved in advance in writing by Company. These expenses
                generally include travel costs and other customary expenses for this
                type
                of transaction. Such expenses shall not exceed $25,000 in the aggregate
                without the prior written consent of the Company. Legal fees incurred
                by
                WFG to prepare, review and finalize this letter agreement will not
                be
                reimbursable by the Company.

            


    

     

    
      	
              5.

            	
              Advertisements.
                Upon a closing of a Transaction, the Company agrees that WFG has
                the right
                to place advertisements in financial and other newspapers and journals
                (whether in print or on the internet), and to publicize on its website
                and
                in its marketing materials, at its sole expense, describing its services
                to the Company hereunder, provided that the Company has the right
                to
                review, comment on and approve all such advertisements, website postings
                and publications prior to publication.


            


    

     

    
      	
              6.

            	
              Indemnification.
                The Company shall indemnify WFG, its agents and affiliates in accordance
                with Annex A attached hereto and made a part hereof.
                

            


    

     

    
      	
              7.

            	
              Termination;
                Survival.
                This Agreement may be terminated at any time by either party hereto
                upon
                five days prior written notice to the other party, effective upon
                receipt
                of such notice to that effect by the other party, or automatically
                upon
                the consummation of the Transaction. Upon termination or expiration
                of
                this Agreement, the Company shall have no further obligation to WFG
                other
                than with respect to fees payable to WFG as provided herein, provided
                that
                the provisions of Sections 3 through 9, inclusive, and WFG’s obligation to
                preserve the confidential information provided to it by Company for
                an
                indefinite period, shall survive any such expiration or termination.
                The
                indemnification provisions in Annex A shall survive the termination
                or
                expiration of this Agreement for the earlier of (i) forty months
                after
                such termination or expiration or (ii) the applicable statute of
                limitations period. 

            


    

     

    
      
        
        

      

      
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      Microwave
        Satellite Technologies, Inc.

      May
        __, 2007

       

    

    
      	
              8.

            	
              Venue.
                The Company and WFG agree that any legal suit, action, or proceeding
                arising out of or relating to this Agreement and/or the transactions
                contemplated by this Agreement shall be instituted exclusively in
                the
                state or federal courts located in New York County, New York. The
                parties
                further irrevocably consent to the service of any complaint, summons,
                notice or other process relating to any such action or proceeding
                by
                delivery thereof to such party by hand or by registered or certified
                mail
                in the manner prescribed in Section 9(f) hereof. The parties further
                irrevocably consent that any judgment rendered by such court in the
                State
                of New York may be entered in other courts having competent jurisdiction
                thereof. Without in any way limiting the indemnification provisions
                in
                Annex A hereto, the prevailing party shall have the right to recover
                any
                costs, including reasonable attorneys’ fees, in the event of any action
                brought to enforce any of the terms or provisions of this Agreement.
                The
                parties agree that service may be made by overnight mail at its address
                set forth herein in any action to enforce any of the provisions herein.
                Without in any way limiting the indemnification provision in Annex
                A
                hereto, and subject to Section 7 hereof, any action arising under
                or
                related to this Agreement for compensation must be brought prior
                to six
                months following the later of (i) the closing of the Transaction,
                (ii)
                notice of the claim giving rise to such action, or (iii) termination
                of
                this Agreement, or such action shall be barred as
                untimely.

            


    

     

    
      	9.	
              Miscellaneous.

            


    

     

    a. Successors
      and Assigns.
      This
      Agreement shall be binding on and inure to the benefit of each party's agents,
      affiliates, successors and assigns, but may not be assigned without the prior
      written consent of the other party.

     

    b. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without regard to conflicts of laws or principles
      thereof.

     

    c. Amendment.
      This
      Agreement may not be modified or amended except in writing signed by the parties
      hereto.

     

    
      
        d.
          WFG’s
          Obligations.
          The
          obligations of WFG and the Company hereunder are solely corporate obligations,
          and no officer, director, employee, agent, member, shareholder, or controlling
          person shall be subject to any personal liability whatsoever to any person,
          nor
          will any such claim be asserted by or on behalf of WFG or the Company or
          any of
          their respective affiliates. The Company acknowledges and agrees that WFG
          is
          acting as an independent contractor under this Agreement and that the engagement
          of WFG is not intended to confer rights on any person or entity other than
          the
          Company and WFG. Nothing contained in this Agreement shall limit or restrict
          the
          right of WFG or of any member, employee, agent or representative of WFG,
          to be a
          member, shareholder, partner, director, officer, employee, agent or
          representative of, or to engage in, any other business, whether of a similar
          nature or not, nor to limit or restrict the right of WFG to render services
          of
          any kind to any other corporation, company, firm, individual or association.
          WFG
          is a registered broker-dealer in good standing with the SEC under the Securities
          Act of 1934 and in all jurisdictions in which the nature of its activities
          or
          the substance of its actions would require such registration or qualification
          pursuant to the blue-sky laws of such jurisdiction. WFG will comply with
          all
          laws, rules and regulations related to its activities on behalf of Company
          pursuant to this Agreement. All consents, authorizations, and approvals
          necessary or appropriate for WFG to undertake its obligations set forth
          in this
          Agreement have been obtained by WFG prior to execution of this Agreement
          and WFG
          shall immediately use its best efforts to secure investors for the Company
          as
          set forth herein.

         

      

    

    
      
        
        

      

      
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        Microwave
          Satellite Technologies, Inc.

        May
          __, 2007

         

      

    

    e. Entire
      Agreement.
      This
      Agreement embodies the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof and supersedes any and all prior
      agreements, arrangements and understandings whether written or oral, relating
      to
      matters provided herein, including the Placement Agent Agreement, dated May
      9,
      2007, between the parties hereto. This Agreement is entered into by each of
      the
      parties hereto without reliance on any statement, representation, promise,
      inducement or agreement not expressly contained within this Agreement. Except
      as
      set forth in Annex A hereof, nothing in this Agreement is intended to confer
      upon any other person (including the stockholders, employees or creditors of
      the
      Company) any rights or remedies hereunder or by reason hereof. In case any
      provision of this Agreement shall be invalid, illegal or unenforceable, the
      validity, legality and enforceability of the remaining provisions of this
      Agreement shall not in any way be affected or impaired thereby.

     

    f. Notices.
      All
      notices or communications hereunder shall be in writing and mailed, sent by
      fascimile or delivered to the Company and to WFG at their respective addresses
      set forth above (with a copy (if to the Company) to Harvey J. Kesner, Esq.,
      Haynes and Boone, LLP, 153 East 53rd
      Street,
      New York, NY 10022, facsimile: (212)-884-8233). 

     

    g. Opinions
      and Advice.
      WFG is
      acting as financial advisor and is not an expert on, and cannot render opinions
      regarding, legal, accounting, regulatory or tax matters. The Company should
      consult with its other professional advisors concerning these matters before
      undertaking the proposed Transaction. WFG will not have any rights or
      obligations in connection with the sale and purchase of the securities
      contemplated by this Agreement except as expressly provided in this Agreement.
      In no event will WFG be obligated to purchase the securities for its own account
      or for the accounts of its customers. 

     

    h.
      No
      Waiver.
      The
      failure or neglect of the parties hereto to insist, in any one or more
      instances, upon the strict performance of any of the terms or conditions of
      this
      Agreement, or their waiver of strict performance of any of the terms or
      conditions of this Agreement, shall not be construed as a waiver or
      relinquishment in the future of such term or condition, but the same shall
      continue in full force and effect.

     

    i. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original and all of which taken together shall be deemed one
      and
      the same instrument.

     

    
      
        
        

      

      
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      Microwave
        Satellite Technologies, Inc.

      May
        __, 2007

    


    If
      the
      foregoing correctly sets forth your understanding and intentions, please so
      indicate by returning to us a signed copy of this letter. 

     

    
      	 	 	 
	 	
              Sincerely,

            
	 	WFG
              Investments
              Inc.
	 
 	 
 	 
 
	 	By:  	/s/ Wilson Williams
	 	
              

              Wilson
                Williams, President

            


    

    


    APPROVED
      AND ACCEPTED

    


    On
      May
      __, 2007:

    


    MICROWAVE
      SATELLITE TECHNOLOGIES, INC.

     

    
      	
              By:

            	
              
                /s/
                  Frank T. Matarazzo

              

              
                

              

            
	
              Print
                name:

            	
              Frank
                T. Matarazzo

            
	
              Title:

            	
              President

            


    

    


    [Addendum
      A and Annex A follow]

     

    
      
        
        

      

      
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      Microwave
        Satellite Technologies, Inc.

      May
        __, 2007

    


    Addendum
      A 

     

    
      
        
        

      

      
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    Microwave
      Satellite Technologies, Inc.

    May
      __, 2007


    ANNEX
      A

     

    The
      Company agrees that it will indemnify and hold harmless WFG, its affiliates,
      and
      their respective directors, members, officers, employees, agents,
      representatives and controlling persons (collectively “WFG” and each such entity
      or person being an “Indemnified
      Party”)
      from
      and against any and all losses, claims, damages and liabilities, joint or
      several, as incurred, to which such Indemnified Party may become subject, and
      related to or arising out of the engagement of WFG hereunder, the activities
      performed or omitted by or on behalf of an Indemnified Party pursuant to this
      Agreement, the Transactions contemplated thereby or WFG’s role in connection
      therewith; provided
      that the
      Company will not be liable to the extent that any loss, claim, damage or
      liability is found in a final judgment (not subject to further appeal) by a
      court to have resulted primarily from actions taken or omitted to be taken
      by
      WFG in bad faith or from WFG's gross negligence or willful misconduct in
      performing the services described above. The Company also agrees to reimburse
      any Indemnified Party for all expenses (including reasonable counsel fees and
      disbursements) as they are incurred in connection with the investigation of,
      preparation for or defense of any pending or threatened claim, or any action,
      investigation, suit or proceeding arising therefrom, whether or not such
      Indemnified Party is a party, whether or not liability resulted and whether
      or
      not such claim, action or proceeding is initiated or brought by or on behalf
      of
      the Company. The Company also agrees that no Indemnified Party shall have any
      liability (whether direct or indirect, in contract or tort or otherwise) to
      the
      Company or its security holders or creditors related to or arising out of the
      engagement of WFG pursuant to, or the performance by WFG of the services
      contemplated by, this Agreement except to the extent that any loss, claim,
      damage or liability is found in a final judgment (not subject to further appeal)
      by a court to have resulted primarily from actions taken or omitted to be taken
      by WFG in bad faith or from WFG's gross negligence or willful
      misconduct.

     

    If
      the
      indemnification provided for in this Agreement is for any reason held
      unenforceable, the Company agrees to contribute to the losses, claims, damages
      and liabilities, as incurred by any Indemnified Person, for which such
      indemnification is held unenforceable in such proportion as is appropriate
      to
      reflect the relative benefits to the Company, on the one hand, and WFG, on
      the
      other hand, of the Transaction (whether or not the Transaction is consummated).
      The Company agrees that for the purposes of this paragraph the relative benefits
      to the Company and WFG of the Transaction shall be deemed to be in the same
      proportion that the total value of the Transaction or contemplated Transaction
      by the Company as a result of or in connection with the proposed Transaction
      bears to the fee paid or to be paid to WFG under this Agreement; provided
      that, to
      the extent permitted by applicable law, in no event shall the Indemnified
      Parties be required to contribute an aggregate amount in excess of the aggregate
      fees actually paid to WFG under this Agreement.

     

    Promptly
      after receipt by an Indemnified Party of notice of any claim or the commencement
      of any action, suit or proceeding with respect to which an Indemnified Party
      may
      be entitled to indemnity hereunder, such Indemnified Party will notify the
      Company in writing of such claim or of the commencement of such action or
      proceeding, and the Company will
      assume the defense of such action, suit or proceeding and will employ counsel
      satisfactory to the Indemnified Parties and will pay the fees and disbursements
      of such counsel, as incurred. Notwithstanding the preceding sentence, any
      Indemnified Party will be entitled to employ counsel separate from counsel
      for
      the Company and from any other party in such action if such Indemnified Party
      reasonably determines that a conflict of interest exists which makes
      representation by counsel chosen by the Company not advisable or if such
      Indemnified Party reasonably determines that the Company’s assumption of the
      defense does not adequately represent its interest. In such event, the fees
      and
      disbursements of such separate counsel will be paid by the Company, but in
      no
      event will the Company be liable for the fees and expenses of more than one
      counsel (in addition to local) for all Indemnified Parties in connection with
      any one action or separate but similar or related actions in the same
      jurisdiction arising out of the same general claims or circumstances.


     

    
      
        
        

      

      
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      Microwave
        Satellite Technologies, Inc.

      May
        __, 2007

       

    

    The
      Company agrees that, without WFG’s prior written consent, it will not settle,
      compromise or consent to the entry of any judgment in any pending or threatened
      claim, action or proceeding in respect of which indemnification could be sought
      under the indemnification provision of this Agreement (whether or not WFG or
      any
      other Indemnified Party is an actual or potential party to such claim, action
      or
      proceeding), unless such settlement, compromise or consent includes an
      unconditional release of each Indemnified Party from all liability arising
      out
      of such claim, action or proceeding. WFG agrees that, without the Company’s
      prior written consent, it will not settle, compromise or consent to the entry
      of
      any judgment in any pending or threatened claim, action or proceeding in respect
      of which indemnification could be sought under the indemnification provision
      of
      this Agreement (whether or not the Company is an actual or potential party
      to
      such claim, action or proceeding), unless such settlement, compromise or consent
      includes an unconditional release of each Indemnified Party from all liability
      arising out of such claim, action or proceeding.

     

    In
      the
      event any Indemnified Party is requested or required to appear as a witness
      in
      any action, suit or proceeding brought by or on behalf of or against the Company
      or any affiliate or any participant in a Transaction covered hereby in which
      such Indemnified Party is not named as a defendant, the Company agrees to
      reimburse WFG and such Indemnified Party for all reasonable disbursements
      incurred by them in connection with such Indemnified Party’s appearing and
      preparing to appear as a witness, including, without limitation, the reasonable
      fees and disbursements of their legal counsel, and to compensate WFG and such
      Indemnified Party in an amount to be mutually agreed upon.

     

    In
      the
      event that any amounts due under these indemnification provisions contained
      in
      this Annex A are not paid within thirty days after written notice of such event
      giving rise to the indemnification obligations, such amounts shall bear interest
      at a rate of 1.5% per month or at the highest rate permitted under the laws
      of
      the State of New York, whichever rate is lower.

     

    The
      provisions of Annex A shall be in addition to any liability which the Company
      may otherwise have. These provisions shall be governed by the law of the State
      of New York and shall be operative, in full force and in full effect, regardless
      of any termination or expiration of this agreement, subject to Sections 7 and
      8
      of the Agreement.

    
      	 	 	 	 
	WFG
              INVESTMENTS INC.	 	 	
              MICROWAVE
                SATELLITE 

              TECHNOLOGIES,
                INC.

            
	 	 	 	 
	By: 
              /s/ Wilson Williams	 	 	By: 
/s/
              Frank T. Matarazzo
	
              
                

              

              [Name,
                Title]

            	 	 	
              
                

              

              Frank
                T. Matarazzo, President 

            


    

       

    
      
        
        

      

      
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