GRANITE
      FINANCIAL GROUP, LLC

    12220
      El
      Camino Real, Suite 400

    San
      Diego, California 92130

    [Fax
      No.
      ]

     

    May
      22,
      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
      Granite Financial Group, LLC (“Granite”) 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 Granite 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. Granite
                shall
                assist the Company and shall, on behalf of the Company, contact such
                potential investors as Granite and the Company agree in advance.
                Granite
                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. Granite 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 Granite.
                Granite’s
                engagement by the Company shall be exclusive solely as to the potential
                investors included in Addendum A. Granite 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 Granite in connection with its financial
                review and analysis of the Company and shall provide Granite with
                such
                information concerning the Company as Granite deems necessary or
                appropriate for such review and analysis (collectively, the
                “Information”). 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        Microwave
          Satellite Technologies, Inc.

        May
          __, 2007

      

    

     

    Granite
      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 Granite 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.

     

    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.
      Granite 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
      Granite to the Company that is independently produced by Granite and not based
      on Information provided by the Company or information available from generally
      recognized public sources. The Company acknowledges and agrees that Granite
      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 Granite 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 Granite immediately of such
      event.

     

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

            


    

     

    
      	
            	a.	
              Private
                Placement Fee.
                Granite 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 Granite.
                All
                cash compensation payable by the Company to Granite hereunder shall
                be
                paid by wire transfer. 

            


    

     

    
      	 	
              b.

            	
              Placement
                Warrants.
                Upon consummation of a Transaction, the Company will issue to Granite
                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 Granite may convert
                the
                Placement Agent Warrants into common stock of the Company. In addition
                to
                the exercise price, Granite 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 Granite’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
      Granite 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 Granite’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 Granite, 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 Granite 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
                Granite 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 Granite
                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 Granite, its agents and affiliates in
                accordance with Annex A attached hereto and made a part hereof.
                

            


    

     

    
      
        
        

      

      
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      Microwave
        Satellite Technologies, Inc.

      May
        __, 2007

       

    

    
      
        
          	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 Granite
                    other than with respect to fees payable to Granite as provided
                    herein,
                    provided that the provisions of Sections 3 through 9, inclusive,
                    and
                    Granite’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.


                


        

      

    

     

    
      	
              8.

            	
              Venue.
                The Company and Granite 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.

            	
              Granite’s
                Obligations.
                The obligations of Granite 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 Granite or the Company or any of their respective
                affiliates. The Company acknowledges and agrees that Granite is acting
                as
                an independent contractor under this Agreement and that the engagement
                of
                Granite is not intended to confer rights on any person or entity
                other
                than the Company and Granite. Nothing contained in this Agreement
                shall
                limit or restrict the right of Granite or of any member, employee,
                agent
                or representative of Granite, 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 Granite to render services of any kind to any
                other
                corporation, company, firm, individual or association. Granite 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.
                Granite 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 Granite
                to
                undertake its obligations set forth in this Agreement have been obtained
                by Granite prior to execution of this Agreement and Granite 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 Granite 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.
                Granite 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. Granite
                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 Granite 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,

               

              Granite
                Financial Group, LLC

            
	 
 	 
 	 
 
	
            	By:  	/s/ Dan Schreiber
	 	
              
                

              

              Dan
                Schreiber, 

              [Title]

            


    

     

    APPROVED
      AND ACCEPTED

    


    On
      May
      22, 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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          7 of 9

        
          

        

      

      
        
        

        Microwave
          Satellite Technologies, Inc.

        May
          __, 2007

         

      

    

    ANNEX
      A

     

    The
      Company agrees that it will indemnify and hold harmless Granite, its affiliates,
      and their respective directors, members, officers, employees, agents,
      representatives and controlling persons (collectively “Granite” 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 Granite hereunder, the activities
      performed or omitted by or on behalf of an Indemnified Party pursuant to this
      Agreement, the Transactions contemplated thereby or Granite’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
      Granite in bad faith or from Granite'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 Granite pursuant to, or the performance by Granite 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 Granite in bad faith or from Granite'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 Granite,
      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 Granite 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 Granite 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 Granite 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 Granite’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
      Granite 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. Granite 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 Granite 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 Granite 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.

    
      	 	 	 	 
	 	 	 	 
	GRANITE
              FINANCIAL
              GROUP, LLC	 	 	MICROWAVE
              SATELLITE TECHNOLOGIES,
              INC.
	 	 	 	 
	By: 
              /s/ Dan Schreiber	 	 	By: 
              /s/ Frank T. Matarazzo
	
              
                
[Name,
                Title] 

            	 	 	
              
                

              

              Frank
                T. Matarazzo, 

              President 

            


    

       

    
      
        
        

      

      
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