Palladium
        Capital Advisors, LLC

      230
        Park
        Avenue, Suite 539

      New
        York,
        New York 10169

      


      Tel
        (646)
        485-7297 Fax (646) 390-6328 

      


      Email
        jp@palladiumcapital.com

      


      May
        15,
        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
        Palladium Capital Advisors, LLC (“PCA”) 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 PCA 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. PCA shall assist
                  the
                  Company and shall, on behalf of the Company, contact such potential
                  investors as PCA and the Company agree in advance. PCA 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.
                  PCA 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 PCA. PCA’s engagement by the Company shall
                  be exclusive solely as to the potential investors included in Addendum
                  A.
                  PCA 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 PCA in connection with its financial
                  review and analysis of the Company and shall provide PCA with such
                  information concerning the Company as PCA deems necessary or appropriate
                  for such review and analysis (collectively, the “Information”).
                  

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

          Microwave
            Satellite Technologies, Inc.

          May
            15, 2007

           

        

      

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

       

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

              


      

       

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

              


      

       

      
        	 	
                b.

              	
                Placement
                  Warrants.
                  Upon consummation of a Transaction, the Company will issue to PCA
                  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 PCA may convert
                  the
                  Placement Agent Warrants into common stock of the Company. In addition
                  to
                  the exercise price, PCA 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. 

              


      

       

      
        
          
          

        

        
          Page
            2 of 8

          
            

          

        

        
          
          

        

      

      
        

          Microwave
            Satellite Technologies, Inc.

          May
            15, 2007

           

        

      

      A
        separate Placement Agent Warrant Agreement shall be prepared after consummation
        of the Transaction, and shall take the form of PCA’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 PCA
        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 PCA’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 PCA, 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 PCA 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
                  PCA 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 PCA 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 PCA, 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
                  PCA other
                  than with respect to fees payable to PCA as provided herein, provided
                  that
                  the provisions of Sections 3 through 9, inclusive, and PCA’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. 

              


      

       

      
        
          
          

        

        
          Page
            3 of 8

          
            

          

        

        
          
          

        

      

      
        

          Microwave
            Satellite Technologies, Inc.

          May
            15, 2007

           

        

      

      
        	
                8.

              	
                Venue.
                  The Company and PCA 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.

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

              


      

       

      
        
          
          

        

        
          Page
            4 of 8

          
            

          

        

        
          
          

        

      

      
        

          Microwave
            Satellite Technologies, Inc.

          May
            15, 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 PCA 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.
                  PCA 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. PCA
                  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 PCA 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.

              


      

       

      
        
          
          

        

        
          Page
            5 of 8

          
            

          

        

         

      

      

        Microwave
          Satellite Technologies, Inc.

        May
          15, 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,
                  
                  Palladium
                    Capital Advisors, LLC

                

              
	 
 	 
 	 
 
	 	By:  	/s/ Joel
                Padowitz
	 	
                
Joel
                Padowitz, Chief Executive
                Officer


      

      


      APPROVED
        AND ACCEPTED

      


      On
        May
        15, 2007:

      


      MICROWAVE
        SATELLITE TECHNOLOGIES, INC.

       

      
        By:  
          /s/ Frank T. Matarazzo

        
          
            

          

        

        Print
          name: Frank
          T.
          Matarazzo
          Title: President

        

      

       

      [Addendum
        A and Annex A follow]

       

      
        
          
          

        

        
          Page
            6 of 8

          
            

          

        

         

      

      

        Microwave
          Satellite Technologies, Inc.

        May
          15, 2007

         

      

      ANNEX
        A

       

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


       

      
        
          
          

        

        
          Page
            7 of 8

          
            

          

        

        
          
          

        

      

      
        

          Microwave
            Satellite Technologies, Inc.

          May
            15, 2007

           

        
The
        Company agrees that, without PCA’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 PCA
        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. PCA 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 PCA 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 PCA 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.

      
        	 	 	 	 
	
                PALLADIUM
                  CAPITAL

                ADVISORS,
                  LLC

              	 	 	
                MICROWAVE
                  SATELLITE 

                TECHNOLOGIES,
                  INC.

              
	 	 	 	 
	By:  /s/
                Joel Padowitz	 	 	By: 
/s/
                Frank T.Matarazzo
	
                
                  
Joel
                  Padowitz, CEO

              	 	 	
                
                  
Frank
                  T.Matarazzo, President 

              


      

       

      
        
          
          

        

        
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