<PAGE>   1
 
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1996
    
   
                                                      REGISTRATION NO. 333-13183
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                               AMENDMENT NO. 1 TO
    
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                  VIASAT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
   

<TABLE>
<S>                                 <C>                                 <C>
              DELAWARE                              3663                             33-0174996
  (STATE OR OTHER JURISDICTION OF       (PRIMARY STANDARD INDUSTRIAL              (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)       CLASSIFICATION CODE NUMBER)            IDENTIFICATION NUMBER)
</TABLE>

    
 
                               2290 COSMOS COURT
                           CARLSBAD, CALIFORNIA 92009
                                 (619) 438-8099
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
 
                                MARK D. DANKBERG
                CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
   
                                  VIASAT, INC.
    
                               2290 COSMOS COURT
                           CARLSBAD, CALIFORNIA 92009
                                 (619) 438-8099
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                            ------------------------
 
                                   COPIES TO:
 
   

<TABLE>
<S>                                 <C>                                 <C>
      THOMAS A. EDWARDS, ESQ.             GREGORY D. MONAHAN, ESQ.                GARY APFEL, ESQ.
          LATHAM & WATKINS            VICE PRESIDENT, CHIEF FINANCIAL         KAYE, SCHOLER, FIERMAN,
     701 "B" STREET, SUITE 2100                   OFFICER                       HAYS & HANDLER, LLP
    SAN DIEGO, CALIFORNIA 92101             AND GENERAL COUNSEL         1999 AVENUE OF THE STARS, SUITE 1600
           (619) 236-1234                       VIASAT, INC.               LOS ANGELES, CALIFORNIA 90067
                                             2290 COSMOS COURT                     (310) 788-1000
                                         CARLSBAD, CALIFORNIA 92009
                                               (619) 438-8099
</TABLE>

    
 
                            ------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
boxand list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                            ------------------------
   
 

                        CALCULATION OF REGISTRATION FEE
 

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
 


                                                                PROPOSED
                                               AMOUNT           MAXIMUM           PROPOSED         AMOUNT OF
         TITLE OF EACH CLASS OF                TO BE         OFFERING PRICE  MAXIMUM AGGREGATE    REGISTRATION
       SECURITIES TO BE REGISTERED         REGISTERED(1)      PER SHARE(2)     OFFERING PRICE        FEE(3)
<S>                                      <C>               <C>               <C>               <C>
- -----------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par value...........  2,530,000 shares       $12.00        $30,360,000         $10,469
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

    
 
(1) Includes 330,000 shares subject to Underwriters' option to cover
    over-allotments.
 
(2) Estimated solely for the purpose of computing the registration fee pursuant
    to Rule 457 under the Securities Act of 1933.
 
   
(3) Previously paid.
    
                            ------------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>   2
 
                                  VIASAT, INC.
 
              CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS
                  OF INFORMATION REQUIRED BY ITEMS OF FORM S-1
 
   

<TABLE>
<CAPTION>
                REGISTRATION STATEMENT
                   ITEM AND HEADING                            PROSPECTUS CAPTIONS
      ------------------------------------------    ------------------------------------------
<C>   <S>                                           <C>
  1.  Forepart of the Registration Statement and
      Outside Front Cover Page of Prospectus....    Forepart of the Registration Statement and
                                                    Outside Front Cover Page of Prospectus
  2.  Inside Front and Outside Back Cover Pages
      of Prospectus.............................    Inside Front and Outside Back Cover Pages
                                                    of Prospectus
  3.  Summary Information, Risk Factors and
      Ratio of Earnings to Fixed Charges........    Prospectus Summary; Risk Factors; Selected
                                                    Financial Data
  4.  Use of Proceeds...........................    Prospectus Summary; Use of Proceeds
  5.  Determination of Offering Price...........    Outside Front Cover; Risk Factors;

                                                    Underwriting
  6.  Dilution..................................    Dilution
  7.  Selling Security Holders..................    Principal and Selling Stockholders
  8.  Plan of Distribution......................    Outside Front Cover Page of Prospectus;

                                                    Underwriting
  9.  Description of Securities to be
      Registered................................    Description of Capital Stock
 10.  Interests of Named Experts and Counsel....    Not Applicable
 11.  Information with Respect to the
      Registrant................................    Prospectus Summary; Risk Factors; Dividend
                                                    Policy; Selected Financial Data;

                                                    Management's Discussion and Analysis of
                                                    Financial Condition and Results of
                                                    Operations; Business; Management; Certain
                                                    Transactions; Description of Capital
                                                    Stock; Shares Eligible for Future Sale;

                                                    Financial Statements
 12.  Disclosure of Commission Position on
      Indemnification for Securities Act
      Liabilities...............................    Not Applicable
</TABLE>

    

<PAGE>   3
 
     Information contained herein is subject to completion or amendment. A
     registration statement relating to these securities has been filed with the
     Securities and Exchange Commission. These securities may not be sold nor
     may offers to buy be accepted prior to the time the registration statement
     becomes effective. This prospectus shall not constitute an offer to sell or
     the solicitation of an offer to buy nor shall there be any sale of these
     securities in any State in which such offer, solicitation or sale would be
     unlawful prior to registration or qualification under the securities laws
     of any such State.
 
   
                 SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1996
    
 
PROSPECTUS
 
                                2,200,000 SHARES
 
                                      LOGO
 
                                  COMMON STOCK
 
                            ------------------------
 
   
     Of the 2,200,000 shares of Common Stock ("Common Stock") offered hereby,
1,650,000 shares are being sold by ViaSat, Inc. ("ViaSat" or the "Company") and
550,000 shares are being sold by certain stockholders of the Company (the
"Selling Stockholders"). The Company will not receive any of the proceeds from
the sale of shares by the Selling Stockholders. See "Principal and Selling
Stockholders."
    
 
     Prior to this offering, there has been no public market for the Common
Stock. It is currently estimated that the initial public offering price will be
between $10.00 and $12.00. See "Underwriting" for information relating to the
determination of the initial public offering price. The Company has applied to
have the Common Stock approved for quotation and trading on The Nasdaq National
Market under the symbol "VSAT."
                            ------------------------
 
           THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
   
                    SEE "RISK FACTORS" COMMENCING ON PAGE 7.
    
                            ------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
     EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
       SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
       COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
           PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
               CRIMINAL OFFENSE.
 
   

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------

                                                              UNDERWRITING                    PROCEEDS TO
                                                PRICE TO     DISCOUNTS AND    PROCEEDS TO       SELLING
                                                 PUBLIC      COMMISSIONS(1)   COMPANY (2)     STOCKHOLDERS
<S>                                         <C>             <C>             <C>             <C>
- ------------------------------------------------------------------------------------------------------------
Per Share.................................  $               $               $               $
Total (3).................................  $               $               $               $
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>

    
 
   
(1) The Company and the Selling Stockholders have agreed to indemnify the
    Underwriters against certain liabilities, including liabilities under the
    Securities Act of 1933, as amended. See "Underwriting."
    
 
(2) Before deducting offering expenses payable by the Company, estimated to be
    $650,000.
 
   
(3) The Company has granted the Underwriters a 30-day option to purchase up to
    an additional 330,000 shares of Common Stock solely to cover
    over-allotments, if any. See "Underwriting." If such option is exercised in
    full, the total Price to Public, Underwriting Discounts and Commissions and
    Proceeds to Company will be $          , $          and $          ,
    respectively.
    
                            ------------------------
 
     The shares of Common Stock are offered severally by the Underwriters when,
as and if delivered to and accepted by them, subject to their right to withdraw,
cancel or reject orders in whole or in part and subject to certain other
conditions. It is expected that delivery of the certificates representing the
shares will be made against payment on or about                          , 1996
at the office of Oppenheimer & Co., Inc., Oppenheimer Tower, World Financial
Center, New York, New York 10281.
                            ------------------------
 
OPPENHEIMER & CO., INC.
   
                            NEEDHAM & COMPANY, INC.
    
                                                                UNTERBERG HARRIS
 
        The date of this Prospectus is                          , 1996.

<PAGE>   4
 
   
                           [PHOTOGRAPHS AND CHARTS OF
    
                      THE COMPANY'S PRODUCTS AND SERVICES]
 
                                        2

<PAGE>   5
 
   
                             AVAILABLE INFORMATION
    
 
   
     The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to the Company and the Common Stock offered hereby, reference is hereby
made to such Registration Statement, exhibits and schedules filed as part of the
Registration Statement. Statements contained in this Prospectus as to the
contents of any contract or any other document referred to are not necessarily
complete, and in each instance, reference is made to the copy of such contract
or document filed as an exhibit to the Registration Statement or such other
document. Each such statement is qualified in all respects by such reference to
such exhibit.
    
 
   
     After consummation of the offering, the Company will be subject to the
informational and reporting requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith, will be required
to file reports, proxy and information statements, and other information with
the Commission. Such reports, proxy statements and other information, as well as
the Registration Statement of which this Prospectus is a part and the exhibits
and schedules thereto, can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as at the following regional offices: 7
World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials also can
be obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Electronic reports, proxy and information statements, and other information
filed through the Commission's Electronic Data Gathering, Analysis and Retrieval
system are publicly available through the Commission's Web site
(http://www.sec.gov).
    
 
                            ------------------------
 
     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
     IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET
MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN
ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE
"UNDERWRITING."
 
                                        3

<PAGE>   6
 

                               PROSPECTUS SUMMARY
 
   
     The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information appearing elsewhere in this
Prospectus. Except as otherwise noted, all information in this Prospectus (i)
assumes no exercise of the Underwriters' over-allotment option, (ii) reflects
the conversion of all outstanding shares of the Company's Preferred Stock
("Preferred Stock") into Common Stock upon the closing of this offering and
(iii) has been adjusted to give effect to the 0.7335-for-one reverse stock split
of the Common Stock effected on November 4, 1996. See "Glossary of Selected
Terms" for definitions of certain terms used in this Prospectus.
    

                                  THE COMPANY
 
     ViaSat designs, produces and markets advanced digital satellite
telecommunications and wireless signal processing equipment. The Company has
achieved ten consecutive years of internally generated revenue growth and nine
consecutive years of profitability, primarily through defense-related
applications. More recently, the Company has been developing and marketing its
technology through strategic alliances for emerging commercial markets, such as
rural telephony, alternative carrier access and Internet/Intranet access by
satellite to multiple servers. ViaSat is a leading provider of Demand Assigned
Multiple Access ("DAMA") technology, which allows a large number of Very Small
Aperture Terminal ("VSAT") subscribers to economically share common satellite
transponders for high-performance voice, fax or data communications.
 
   
     The Company believes that DAMA satellite technology is superior to other
existing VSAT networking technologies. The existing Time Division Multiplex/Time
Division Multiple Access ("TDM/TDMA") networking technology features a "hub and
spoke" architecture which requires all transmissions to be routed through a
central terrestrial hub. Unlike TDM/TDMA systems, DAMA provides direct,
on-demand switched networking capabilities which do not require a terrestrial
hub and allow faster and more efficient use of expensive satellite transponder
resources. In addition, the Company believes that its DAMA products,
commercially marketed under the tradename StarWire(TM), offer greater network
flexibility and permit up to 50% greater satellite capacity than competing DAMA
systems. See "Business -- The ViaSat Advantage" and "-- Technology."
    
 
   
     ViaSat's DAMA products include satellite modems, networking processors and
network control systems for managing large numbers of network subscribers. The
Company's DAMA technology consists of proprietary real-time firmware and
software designed to run on industry-standard digital signal processors. The
Company also has developed DAMA network control software that operates on
IBM-compatible personal computers running Windows NT(TM) operating systems. The
Company's DAMA technology operates on satellites in the military UHF and SHF
frequency bands, and commercial C and K(u) bands. In addition to DAMA products,
the Company offers network information security products, communications
simulation and test equipment, and spread spectrum digital radios for satellite
and terrestrial data networks.
    
 
   
     The wireless communications industry has experienced significant worldwide
growth in both the government and commercial markets during the past decade,
primarily as a result of cost reductions and improvements in quality and
performance. Although there can be no assurance that such growth will continue
at a comparable rate or at all, service providers continue to expand the
infrastructure associated with the wireless communications industry. A growing
segment of such industry involves networked VSAT communication systems. The
Company believes DAMA products offer customers using VSAT networks a more cost-
effective opportunity than other existing VSAT networking technologies to expand
and better utilize existing satellite capacity. The Company believes it can
capitalize on this market opportunity through its leadership position with
respect to DAMA technology and related networking and software products.
    
 
                               BUSINESS STRATEGY
 
   
     ViaSat's objective is to become a leading developer and supplier of
DAMA-based products to commercial markets and to retain a leadership position in
developing and supplying DAMA-based products to the government market. See
"Business -- Strategy." The Company's strategy incorporates the following key
elements:
    
 
     Maintain and Enhance Technology Leadership Position.  The Company's
strategy is to maintain and enhance its leadership position in DAMA-based
satellite technology by continuing its participation in selected programs with
the U.S. Department of Defense and its prime contractors (collectively, the
"DOD") involving
 
                                        4

<PAGE>   7
 
   
networking technology and other related real-time signal processing and
networking software. The Company is also investing in proprietary research for
commercial applications.
    
 
   
     Leverage Technological Expertise into Commercial Markets.  The Company's
strategy is to continue using its technological expertise developed in defense
applications to develop and market products to respond to the increasing demand
for DAMA-based VSAT solutions for commercial voice and data applications. The
Company is targeting commercial markets which it believes will offer high growth
potential and where it believes ViaSat's technology will have competitive
advantages, such as rural telephony, alternative carrier access and
Internet/Intranet access by satellite to multiple servers.
    
 
   
     Develop Broad Base of Innovative Proprietary Products.  The Company's
strategy is to continue to develop and market to both defense and commercial
customers a broad variety of signal processing and networking software products.
    
 
   
     Develop Strategic Alliances.  The Company's strategy is to develop
strategic alliances with leading prime defense contractors and major
international telecommunications companies and equipment suppliers. The Company
has entered into strategic alliances with defense companies, such as Hughes
Defense Communications, formerly Magnavox Electronic Systems Co. ("Hughes
Defense Communications"), and Lockheed Martin Corporation ("Lockheed Martin"),
and commercial telecommunications companies, such as AT&T acting through its
Tridom division ("AT&T Tridom"), Hutchison Corporate Access (HK) Limited
("Hutchison Telecommunications") and HCL Comnet Systems and Services Limited
("HCL Comnet").
    
 
   
     Establish Global Presence.  The Company's strategy is to develop its
products so that they may be marketed and used throughout the world. The Company
believes its focus on meeting applicable international communication standards
and establishing key international strategic alliances will enable it to
effectively penetrate foreign markets.
    
 
   
     Address Rural Telephony Market.  The Company believes there is a
substantial unmet demand for rural telephony services, especially in developing
countries. The Company's strategy is to capitalize on its networking software
expertise to develop technology for establishing regional rural telephony
network infrastructures of strategically located VSAT terminals capable of
handling multiple satellite telephone calls ("Point-of-Entry Terminals"). The
Company's strategy also includes seeking partnerships with regional and local
service providers to create distribution channels for rural telephony
infrastructures and to provide related retail distribution services, including
sales of Company-designed subscriber terminals, installation and maintenance, as
well as customer service, billing and revenue collection. To this end, the
Company has recently entered into a contract with Hutchison Telecommunications
for satellite telephony equipment which can serve as rural telephony
infrastructure.
    
 
   
     The Company was incorporated in California in 1986 and reincorporated in
Delaware 1996. Its principal executive offices are located at 2290 Cosmos Court,
Carlsbad, California 92009, and its telephone number is (619) 438-8099.
    
 
                                  THE OFFERING
 
   

<TABLE>
<S>                                            <C>
Common Stock Offered by the Company..........  1,650,000 Shares
Common Stock Offered by the Selling
  Stockholders...............................  550,000 Shares
Common Stock to be Outstanding After the
  Offering...................................  7,531,503 Shares(1)
Use of Proceeds..............................  For working capital and general corporate
                                               purposes. See "Use of Proceeds."
Proposed Nasdaq National Market Symbol.......  VSAT
</TABLE>

    
 
- ---------------
   
(1) Based on shares outstanding as of October 25, 1996. Does not include 330,000
    shares of Common Stock issuable upon the full exercise of the Underwriters'
    over-allotment option. Also does not include 369,348 shares of Common Stock
    issuable upon the exercise of outstanding options. See "Capitalization."
    
 
                                        5

<PAGE>   8
 
                         SUMMARY FINANCIAL INFORMATION
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   

<TABLE>
<CAPTION>
                                                                                    SIX MONTHS ENDED
                                          YEARS ENDED MARCH 31,               -----------------------------
                              ---------------------------------------------   SEPTEMBER 30,   SEPTEMBER 30,
                               1992     1993     1994      1995      1996         1995            1996
                              ------   ------   -------   -------   -------   -------------   -------------
                                                                                       (UNAUDITED)
<S>                           <C>      <C>      <C>       <C>       <C>       <C>             <C>
STATEMENT OF INCOME DATA:
  Revenues..................  $4,019   $5,072   $11,579   $22,341   $29,017      $14,156         $21,582
  Cost of revenues..........   3,006    3,939     9,033    16,855    20,983       10,110          15,333
                              ------   ------   -------   -------   -------       ------          ------
     Gross profit...........   1,013    1,133     2,546     5,486     8,034        4,046           6,249
  Operating expenses:
     Selling, general and
       administrative.......     503      740     1,554     2,416     3,400        1,762           2,313
     Independent research
       and development......      --       59       134       788     2,820        1,186           2,218
                              ------   ------   -------   -------   -------       ------          ------
  Income from operations....     510      334       858     2,282     1,814        1,098           1,718
  Interest income
     (expense)..............       7      (17)      (45)      (87)     (231)         (86)            (56)
                              ------   ------   -------   -------   -------       ------          ------
  Income before income
     taxes..................     517      317       813     2,195     1,583        1,012           1,662
  Provision (benefit) for
     income taxes...........     159       93       328       888       (50)         (32)            580
                              ------   ------   -------   -------   -------       ------          ------
  Net income................  $  358   $  224   $   485   $ 1,307   $ 1,633      $ 1,044         $ 1,082
                              ======   ======   =======   =======   =======       ======          ======
  Pro forma net income per
     share(1)...............                                        $  0.28                      $  0.18
                                                                    =======                       ======
  Shares used in per share
     calculations(1)........                                          5,876                        6,121
</TABLE>

    
 
   

<TABLE>
<CAPTION>
                                                                                   SEPTEMBER 30, 1996
                                                     MARCH 31,                    ---------------------
                                    -------------------------------------------                 AS
                                     1992     1993     1994     1995     1996     ACTUAL    ADJUSTED(2)
                                    ------   ------   ------   ------   -------   -------   -----------
                                                                                       (UNAUDITED)
<S>                                 <C>      <C>      <C>      <C>      <C>       <C>       <C>
BALANCE SHEET DATA:
  Cash and cash equivalents.......  $  101   $   75   $    9   $2,731   $ 2,297   $ 1,186     $17,416
  Working capital.................     912      964    1,486    2,808     4,651     4,969      21,199
  Total assets....................   1,750    2,550    4,986    9,377    13,262    16,412      32,642
  Long-term debt, less current
     portion......................      50      124      297    1,220     1,747     1,512       1,512
  Total stockholders' equity......   1,226    1,465    1,956    3,413     5,217     6,477      22,707
</TABLE>

    
 
- ---------------
(1) For an explanation of the determination of the number of shares used in
    computing pro forma net income per share, see Note 1 of Notes to Financial
    Statements.
 
   
(2) As adjusted to reflect the sale of 1,650,000 shares of Common Stock offered
    by the Company hereby at an assumed offering price of $11.00 per share,
    based on the midpoint of the offering price range set forth on the cover
    page of this Prospectus, and the application of the net proceeds therefrom
    as described under "Use of Proceeds." If the Company issues 1,980,000 shares
    of Common Stock upon the full exercise of the Underwriters' option to cover
    over-allotments, Cash and cash equivalents, Working capital, Total assets
    and Total stockholders' equity would be $20,791, $24,574, $36,017 and
    $26,082, respectively. See "Use of Proceeds" and "Capitalization."
    
 
                                        6

<PAGE>   9
 

                                  RISK FACTORS
 
   
     This Prospectus contains forward-looking statements within the meaning of
the Securities Act. Discussions containing such forward-looking statements may
be found throughout this Prospectus, including without limitation in the
materials set forth under "Summary," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business." Actual events or
results may differ materially from those discussed in the forward-looking
statements as a result of various factors, including without limitation the risk
factors set forth below and the matters set forth in this Prospectus generally.
    
 
DEPENDENCE ON DEFENSE MARKET
 
   
     Over 95% of the Company's revenues for the fiscal year ended March 31, 1996
and the six months ended September 30, 1996 were derived from U.S. government
defense applications. Although the Company has invested heavily in developing
commercial satellite products, there can be no assurance that the percentage of
the Company's commercial business will increase. In addition, there can be no
assurance that the Company's revenues from its government business will continue
to increase at historical rates or at all. U.S. government business is subject
to various risks including (i) unpredictable contract or project terminations,
reductions in funds available for the Company's projects due to government
policy changes, budget cuts and contract adjustments and penalties arising from
post-award contract audits, and incurred cost audits in which the value of the
contract may be reduced, (ii) risks of underestimating ultimate costs,
particularly with respect to software and hardware development, for work
performed pursuant to fixed-price contracts where the Company commits to achieve
specified deliveries for a predetermined fixed price, (iii) limited
profitability from cost-reimbursement contracts under which the amount of profit
attainable is limited to a specified negotiated amount and (iv) unpredictable
timing of cash collections of certain unbilled receivables as they may be
subject to acceptance of contract deliverables by the customer and contract
close-out procedures, including government approval of final indirect rates. See
"Business -- Government Contracts." In addition, substantially all of the
Company's backlog scheduled for delivery can be terminated at the convenience of
the government since orders are often made well in advance of delivery, and the
Company's contracts typically provide that orders may be terminated with limited
or no penalties. See "Business -- Backlog."
    
 
   
     Certain of the Company's contracts individually contribute a significant
percentage of the Company's revenues. For the fiscal year ended March 31, 1996
and the six months ended September 30, 1996, the Company's largest contracts (by
revenues) were contracts related to the Company's UHF DAMA technology, which
generated approximately 42.8% and 71.2% of the Company's total revenues for such
periods, respectively, including a contract with Hughes Defense Communications
which generated approximately 9.4% and 26.5% of the Company's total revenues for
such periods, respectively. Scheduled deliveries pursuant to firm purchase
orders under this contract are to be completed in June 1997. Hughes Defense
Communications is an affiliate of Hughes Network Systems (HNS), which is the
Company's principal competitor in the commercial DAMA market. See
"Business -- Competition." The Company's five largest contracts (by revenues)
generated approximately 36.5% and 63.2% of the Company's total revenues for the
fiscal year ended March 31, 1996 and the six months ended September 30, 1996,
respectively. The Company expects revenues to continue to be concentrated in a
relatively small number of large U.S. government contracts. Termination or
disruption of such contracts, especially the Company's largest contract, or the
Company's inability to renew or replace such contracts when they expire, could
have a material adverse effect on the Company's business, financial condition
and results of operations.
    
 
PENETRATION OF COMMERCIAL MARKETS; NEW PRODUCT INTRODUCTIONS
 
   
     The Company's ability to grow will depend substantially on its and its
customers' ability to apply its expertise and technologies to existing and
emerging commercial wireless communications markets. The Company's efforts to
penetrate commercial markets has resulted, and the Company anticipates that it
will continue to result, in increased sales and marketing and research and
development expenses. If the Company's net revenues do not correspondingly
increase, the Company's business, financial condition and results of operations
could be materially adversely affected. The Company's success in penetrating
commercial markets
    
 
                                        7

<PAGE>   10
 
also depends upon the success of new product introductions by the Company, which
will be dependent upon several factors, including timely completion and
introduction of new product designs, achievement of acceptable product costs,
establishment of close working relationships with major customers for the design
of their new wireless communications systems incorporating the Company's
products and market acceptance. Sales of the Company's commercial StarWire(TM)
products (see "Business -- Commercial Markets, Products and
Customers -- Commercial Products") have not yet achieved profitability. The
Company believes that as the market expands for the StarWire(TM) products,
average production costs for such products should decrease and sales of such
products should become profitable. However, there can be no assurance that the
market for such products will expand or that average production costs will
decrease. If the Company is unable to design, manufacture and market profitable
new products for existing or emerging commercial markets, its business,
financial condition and results of operations will be adversely affected. No
assurance can be given that the Company's product development efforts for
commercial products will be successful or that any new commercial products it
develops will achieve market acceptance. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
"Business -- Commercial Markets, Products and Customers."
 
   
DEVELOPMENT CONTRACTS
    
 
   
     The telecommunications industry is characterized by rapid technological
change. As a result, many companies involved in the telecommunications industry,
including the Company, are often parties to governmental and commercial
contracts which involve development of various products. Pursuant to such
contracts, the company performing the development services typically must agree
to meet strict performance covenants and project milestones which there is a
risk it may not be able to satisfy. Under the terms of such contracts, the
failure by a company to meet such performance covenants and milestones permit
the other party to terminate the contract and, under certain circumstances,
recover liquidated damages or other penalties from the breaching party. The
Company is currently a party to a number of such contracts with a number of
customers including, but not limited to, Hutchison Telecommunications, HCL
Comnet, Hughes Defense Communications and the DOD. See "Business -- Commercial
Markets, Products and Customers -- Commercial Customers" and " -- Government
Markets, Products and Customers -- Government Customers." In substantially all
of these contracts, the Company is not currently or in the past has not been in
compliance with every outstanding performance covenant and project milestone.
While the Company's past experience has been that in situations where the
Company has not met all performance covenants and project milestones generally
the other party has not elected to terminate such contracts or seek liquidated
damages from the Company, there can be no assurance that this will not occur in
the future with respect to current or future contracts and that such termination
or damages would not have a material adverse effect on the Company.
    
 
FLUCTUATIONS IN RESULTS OF OPERATIONS
 
   
     The Company has experienced and expects to continue to experience
significant fluctuations in quarterly and annual revenues, gross margins and
operating results. The procurement process for most of the Company's current and
potential customers is complex and lengthy, and the timing and amount of
revenues is difficult to predict reliably. The Company recognizes a majority of
its revenues under the percentage of completion method which requires estimates
regarding costs that will be incurred over the life of a specific contract.
Actual results may differ from those estimates. In such event, the Company has
been and may in the future be required to adjust revenues in subsequent periods
relating to revisions of prior period estimates, resulting in fluctuations in
the Company's results of operations from period to period. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Quarterly Results of Operations." In addition, a single customer's
order scheduled for delivery in a quarter can represent a significant portion of
the Company's potential revenues for such quarter. The Company has at times
failed to receive expected orders, and delivery schedules have been deferred as
a result of, among other factors, changes in customer requirements or parts
shortages. Currently, approximately 26.5% of the Company's revenues are
dependent on its largest contract. Any disruption with respect to this contract
could have a material adverse effect on the Company in any period where such a
disruption occurs. See "Business -- Government Markets, Products and
Customers -- Government Customers." As a result of the foregoing and other
factors, the Company's operating results for
    
 
                                        8

<PAGE>   11
 
   
particular periods have in the past been and may in the future be materially
adversely affected by a delay, rescheduling or cancellation of even one purchase
order. Moreover, purchase orders are often received and accepted substantially
in advance of delivery, and the failure to reduce actual costs to the extent
anticipated or an increase in anticipated costs before delivery could materially
adversely affect the gross margins for such orders, and as a result, the
Company's results of operations. There can be no assurance that the Company will
continue to realize positive gross margins or operating results in the future,
and even if so realized, there can be no assurance as to the level of such gross
margins and operating results.
    
 
     A large portion of the Company's expenses are fixed and difficult to reduce
should revenues not meet the Company's expectations, thus magnifying the
material adverse effect of any revenue shortfall. Furthermore, announcements by
the Company or its competitors of new products and technologies could cause
customers to defer or cancel purchases of the Company's products and services,
which could materially adversely affect the Company's business, financial
condition and results of operations or result in fluctuations in the Company's
results of operations from period to period. Additional factors that may cause
the Company's revenues, gross margins and results of operations to vary
significantly from period to period include mix of products and services sold;
manufacturing efficiencies, costs and capacity; price discounts; market
acceptance and the timing of availability of new products by the Company or its
customers; usage of different distribution and sales channels; warranty and
customer support expenses; customization of products and services; and general
economic and political conditions. In addition, the Company's results of
operations are influenced by competitive factors, including the pricing and
availability of, and demand for, competitive products. All of the above factors
are difficult for the Company to forecast, and these and other factors could
materially adversely affect the Company's business, financial condition and
results of operations or result in fluctuations in the Company's results of
operations from period to period. As a result, the Company believes that
period-to-period comparisons are not necessarily meaningful and should not be
relied upon as indications of future performance. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Quarterly
Results of Operations."
 
CONTRACT PROFIT EXPOSURE
 
   
     The Company's products and services are provided primarily through three
types of contracts: fixed-price, time-and-materials and cost-reimbursement
contracts. Approximately 56.3% and 56.9% of the Company's total revenues for the
fiscal year ended March 31, 1996 and for the six months ended September 30,
1996, respectively, were derived from fixed-price contracts which require the
Company to provide products and services under a contract at a stipulated price.
The Company derived approximately 5.0% and 5.8% of its revenues during such
periods from time-and-materials contracts which reimburse the Company for the
number of labor hours expended at an established hourly rate negotiated in the
contract, plus the cost of materials utilized in providing such products or
services. The balance of the Company's revenues for the fiscal year ended March
31, 1996 and the six months ended September 30, 1996, respectively, were derived
from cost-reimbursement contracts under which the Company is reimbursed for
actual costs incurred in performing the contract to the extent that such costs
are within the contract ceiling and allowable, allocable and reasonable under
the terms of the contract, plus a fee or profit. See "Business -- Government
Contracts."
    
 
   
     The Company assumes greater financial risk on fixed-price contracts than on
either time-and-materials or cost-reimbursement contracts. As the Company
increases its manufacturing business, it believes that an increasing percentage
of its contracts will be fixed-priced. Failure to anticipate technical problems,
estimate costs accurately or control costs during performance of a fixed-price
contract may reduce the Company's profit or cause a loss. In addition, greater
risks are involved under time-and-materials contracts than under cost-
reimbursement contracts because the Company assumes the responsibility for the
delivery of specified products or services at a fixed hourly rate. Although
management believes that it adequately estimates costs for fixed-price and
time-and-materials contracts, no assurance can be given that such estimates are
adequate or that losses on fixed-price and time-and-materials contracts will not
occur in the future.
    
 
     To compete successfully for business, the Company must satisfy client
requirements at competitive rates. Although the Company continually attempts to
lower its costs, there are other companies that may provide the same or similar
products or services at comparable or lower prices than the Company. There can
be no
 
                                        9

<PAGE>   12
 
   
assurance that the Company will be able to compete effectively on pricing or
other requirements, and as a result, the Company could lose clients or be unable
to maintain historic gross margin levels or to operate profitably. See
"Business -- Competition."
    
 
DECLINING AVERAGE SELLING PRICES; FLUCTUATIONS IN GROSS MARGINS
 
   
     Average selling prices for the Company's products may fluctuate from period
to period due to a number of factors, including product mix, competition and
unit volumes. In particular, the average selling prices of a specific product
tend to decrease over that product's life. To offset such decreases, the Company
intends to rely primarily on obtaining yield improvements and corresponding cost
reductions in the manufacture of existing products and on introducing new
products that incorporate advanced features and therefore can be sold at higher
average selling prices. However, there can be no assurance that the Company will
be able to obtain any such yield improvements or cost reductions or introduce
any such new products in the future. To the extent that such cost reductions and
new product introductions do not occur in a timely manner or the Company's or
its customers' products do not achieve market acceptance, the Company's
business, financial condition and results of operations could be materially
adversely affected. See "Business -- Manufacturing."
    
 
     The Company's gross margins in any period are affected by a number of
different factors. Because of the different gross margins on various products,
changes in product mix can impact gross margins in any particular period. In
addition, in the event that the Company is not able to adequately respond to
pricing pressures, the Company's current customers may decrease, postpone or
cancel current or planned orders, and the Company may not be able to secure new
customers or orders. As a result, the Company may not be able to achieve desired
production volumes or gross margins.
 
GOVERNMENT REGULATIONS
 
     The Company's products are incorporated into wireless communications
systems that are subject to various government regulations. Regulatory changes,
including changes in the allocation of available frequency spectrum and in the
military standards and specifications ("MIL-STDs") which define the current
satellite networking environment, could significantly impact the Company's
operations by restricting development efforts by the Company's customers, making
current products obsolete or increasing the opportunity for additional
competition. There can be no assurance that regulatory bodies will not
promulgate new regulations that could have a material adverse effect on the
Company's business, financial condition and results of operations. Changes in,
or the failure by the Company to comply with, applicable domestic and
international regulations could have a material adverse effect on the Company's
business, financial condition and results of operations. In addition, the
increasing demand for wireless communications has exerted pressure on regulatory
bodies worldwide to adopt new standards for such products and services,
generally following extensive investigation of and deliberation over competing
technologies. The delays inherent in this governmental approval process have
caused and may continue to cause the cancellation, postponement or rescheduling
of the installation of communications systems by the Company's customers, which
in turn may have a material adverse effect on the sale of products by the
Company to such customers. See "Business -- Government Regulations."
 
   
     The Company has benefitted and continues to benefit from the Small Business
Innovation Research ("SBIR") program, through which the government provides
research and development funding for companies with fewer than 500 employees.
While the Company has already harvested significant benefits from the SBIR
program throughout the initial developmental stages of its core technology base,
the Company believes that its business, financial condition and results of
operations would not be materially adversely affected if the Company were to
lose its SBIR funding status. See "Business -- Research and Development."
    
 
EMERGING MARKETS IN WIRELESS COMMUNICATIONS
 
     A number of the commercial markets for the Company's products in the
wireless communications area, including its DAMA products, have only recently
begun to develop. Because these markets are relatively new, it is difficult to
predict the rate at which these markets will grow, if at all. If the markets for
the Company's
 
                                       10

<PAGE>   13
 
products in the commercial wireless communications area fail to grow, or grow
more slowly than anticipated, the Company's business, financial condition and
results of operations could be materially adversely affected. Conversely, to the
extent that growth in these markets results in capacity limitations in the
wireless communications area, the Company's business, financial condition and
results of operations could also be materially adversely affected. See
"Business -- Commercial Markets, Products and Customers."
 
RURAL TELEPHONY MARKET
 
   
     The Company's strategy includes focusing on establishing rural telephony
networking infrastructure for developing countries through strategic alliances
with regional and local service providers (see "Business -- Strategy -- Address
Rural Telephony Market"). There can be no assurance that a substantial market
for rural telephony equipment in developing countries will ever develop, or if
such a market does develop that fixed-site DAMA VSAT-based equipment will
capture a significant portion of that market. The Company's ability to penetrate
such markets will be dependent upon its ability to develop equipment and
software which can be utilized by the regional and local service providers to
develop and implement such infrastructure and for such service providers to
market and sell the use of such systems. Furthermore, there can be no assurance
that the regional and local service providers will be able to successfully
market subscriber terminals to rural subscribers. The development and
implementation of such rural telephony systems will be dependent upon, among
other things, the continued development of the necessary hardware and software
technologies (including the necessary expenditures of a large amount of funds
and resources), the implementation of cost-effective systems, market acceptance
for such systems and approval by the appropriate regulatory agencies. There can
be no assurance that the Company will be able to develop equipment and software
which can be utilized in such rural telephony systems and accepted by regional
and local service providers or that any regional or local service providers will
be able to develop, implement and market rural telephony systems. Furthermore,
if the Company successfully introduces such products and the regional and local
service providers successfully develop and implement such systems, there is no
assurance that the Company will generate enough revenues to cover the Company
expenditures in the development and marketing of such products. Even if the
Company is able to realize sales of such products, the Company believes it is
not likely that the Company will realize any significant revenues from rural
telephony applications any time in the foreseeable future, including at least
the next two years.
    
 
DEPENDENCE ON CONTRACT MANUFACTURERS; RELIANCE ON SOLE OR LIMITED SOURCES OF
SUPPLY
 
   
     The Company's internal manufacturing capacity is limited. The Company has
recently begun to utilize contract manufacturers to produce its products and
expects to rely increasingly on such manufacturers in the future. The Company
also relies on outside vendors to manufacture certain components and
subassemblies, including printed wiring boards. Certain components,
subassemblies and services necessary for the manufacture of the Company's
products are obtained from a sole supplier or a limited group of suppliers. In
particular, Texas Instruments is a sole source supplier of digital signal
processing chips, which are critical components used by the Company in
substantially all of its products. There can be no assurance that the Company's
internal manufacturing capacity and that of its contract manufacturers and
suppliers will be sufficient to timely fulfill the Company's orders. See
"Business -- Manufacturing."
    
 
     The Company's reliance on contract manufacturers and on sole suppliers or a
limited group of suppliers involves several risks, including a potential
inability to obtain an adequate supply of required components, and reduced
control over the price, timely delivery, reliability and quality of finished
products. From time to time, the Company enters into long-term supply agreements
with its manufacturers and suppliers. See Note 9 of Notes to Financial
Statements. Manufacture of the Company's products and certain of its components
and subassemblies is an extremely complex process, and the Company has from time
to time experienced and may in the future experience delays in the delivery of
and quality problems with products and certain components and subassemblies from
vendors. Certain of the Company's suppliers have relatively limited financial
and other resources. Any inability to obtain timely deliveries of components and
subassemblies of acceptable quality or any other circumstance that would require
the Company to seek alternative sources of supply, or to manufacture its
finished products or such components and subassemblies internally, could delay
or prevent the
 
                                       11

<PAGE>   14
 
   
Company from timely delivery of its systems or raise issues regarding quality,
which could damage relationships with current or prospective customers and have
a material adverse effect on the Company's business, financial condition and
results of operations.
    
 
COMPETITION
 
     The markets for the Company's products and services are extremely
competitive, and the Company expects that competition will increase in such
markets. Many of the Company's competitors have entrenched market positions,
established patents, copyrights, tradenames, trademarks, service marks and
intellectual property rights and substantial technological capabilities. The
Company's existing and potential competitors include large and emerging domestic
and international companies, many of which have significantly greater financial,
technical, manufacturing, marketing, sales and distribution resources and
management expertise than the Company. The Company believes that its ability to
compete successfully in the markets for its products and services depends upon a
number of factors within and outside its control, including price, quality,
availability, product performance and features, timing of new product
introductions by the Company, its customers and competitors, and customer
service and technical support. The Company's customers continuously evaluate
whether to develop and manufacture their own products and could elect to compete
with the Company at any time. Price competition in the markets in which the
Company currently competes is likely to increase, which could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business -- Competition."
 
LIMITED PROTECTION OF THE COMPANY'S INTELLECTUAL PROPERTY
 
   
     The Company's ability to compete may depend, in part, on its ability to
obtain and enforce intellectual property protection for its technology in the
United States and internationally. The Company relies on a combination of trade
secrets, copyrights, trademarks, service marks and contractual rights to protect
its intellectual property. There can be no assurance that the steps taken by the
Company will be adequate to deter misappropriation or impede third party
development of the Company's technology. In addition, the laws of certain
foreign countries in which the Company's products are or may be sold do not
protect the Company's intellectual property rights to the same extent as do the
laws of the United States. The failure of the Company to protect its proprietary
information could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Business -- Intellectual
Property."
    
 
   
     Litigation may be necessary to protect the Company's intellectual property
rights and trade secrets, to determine the validity and scope of the proprietary
rights of others or to defend against claims of infringement or invalidity. Such
litigation could result in substantial costs and diversion of resources and
could have a material adverse effect on the Company's business, financial
condition and results of operations. There can be no assurance that
infringement, invalidity, right to use or ownership claims by third parties or
claims for indemnification resulting from infringement claims will not be
asserted against the Company in the future. If any claims or actions are
asserted against the Company, the Company may seek to obtain a license under a
third party's intellectual property rights. There can be no assurance, however,
that a license will be available under reasonable terms or at all. In addition,
should the Company decide to litigate such claims, such litigation could be
extremely expensive and time consuming and could materially adversely affect the
Company's business, financial condition and results of operations, regardless of
the outcome of the litigation. If the Company's products are found to infringe
upon the rights of third parties, the Company may be forced to incur substantial
costs to develop alternative products. There can be no assurance that the
Company would be able to develop such alternative products or that if such
alternative products were developed, they would perform as required or be
accepted in the applicable markets.
    
 
REQUIREMENT FOR RESPONSE TO RAPID TECHNOLOGICAL CHANGE AND REQUIREMENT FOR
FREQUENT NEW PRODUCT INTRODUCTIONS
 
     The wireless communications market is subject to rapid technological
change, frequent new product introductions and enhancements, product
obsolescence and changes in end-user requirements. The Company's ability to be
competitive in this market will depend in significant part upon its ability to
successfully develop,
 
                                       12

<PAGE>   15
 
introduce and sell new products and enhancements on a timely and cost-effective
basis that respond to changing customer requirements. Any success of the Company
in developing new and enhanced products will depend upon a variety of factors,
including new product selection, integration of the various elements of its
complex technology, timely and efficient completion of product design, timely
and efficient implementation of manufacturing and assembly processes and its
cost reduction efforts, development and completion of related software tools,
product performance, quality and reliability and development of competitive
products by competitors. The Company may experience delays from time to time in
completing development and introduction of new products. Moreover, there can be
no assurance that the Company will be successful in selecting, developing,
manufacturing and marketing new products or enhancements. There can be no
assurance that errors will not be found in the Company's products after
commencement of deliveries, which could result in the loss of or delay in market
acceptance. The inability of the Company to introduce in a timely manner new
products that achieve market acceptance and thereby contribute to revenues could
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Business -- Research and Development."
 
INTERNATIONAL OPERATIONS; RISKS OF DOING BUSINESS IN DEVELOPING COUNTRIES
 
     The Company anticipates that international sales will account for an
increasing percentage of its revenues for the foreseeable future. The Company's
international sales may be denominated in foreign or U.S. currencies. The
Company does not currently engage in foreign currency hedging transactions. As a
result, a decrease in the value of foreign currencies relative to the U.S.
dollar could result in losses from transactions denominated in foreign
currencies. With respect to the Company's international sales that are U.S.
dollar-denominated, such a decrease could make the Company's products less
price-competitive. Additional risks inherent in the Company's international
business activities include various and changing regulatory requirements, cost
and risks of localizing systems in foreign countries, increased sales and
marketing and research and development expenses, availability of suitable export
financing, timing and availability of export licenses, tariffs and other trade
barriers, political and economic instability, difficulties in staffing and
managing foreign operations, difficulties in managing distributors, potentially
adverse taxes, complex foreign laws and treaties and the possibility of
difficulty in accounts receivable collections. Certain of the Company's customer
purchase agreements are governed by foreign laws, which may differ significantly
from U.S. laws. Therefore, the Company may be limited in its ability to enforce
its rights under such agreements and to collect damages, if awarded. There can
be no assurance that any of these factors will not have a material adverse
effect on the Company's business, financial condition and results of operations.
 
ABSENCE OF PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE
 
     Prior to this offering, there has been no public market for the Common
Stock, and there can be no assurance that a viable public market for the Common
Stock will develop or be sustained after this offering. The Company believes
that factors such as announcements of developments related to the Company's
business, announcements of technological innovations or new products or
enhancements by the Company or its competitors, developments in the Company's
relationships with its customers, partners, distributors and suppliers, changes
in analysts' estimates, regulatory developments, fluctuations in results of
operations and general conditions in the Company's market or the markets served
by the Company's customers or the economy could cause the price of the Common
Stock to fluctuate, perhaps substantially. In addition, in recent years the
stock market in general, and technology companies in particular have been
subject to significant price fluctuations, which have often been unrelated to
the operating performance of affected companies. Such fluctuations could
adversely affect the market price of the Common Stock. There can be no assurance
that the market price of the Common Stock will not experience significant
fluctuations in the future, including fluctuations that are unrelated to the
Company's performance.
 
   
CONTROL BY EXISTING STOCKHOLDERS
    
 
     Following the completion of this offering, members of the Board of
Directors and the executive officers of the Company, together with members of
their families and entities that may be deemed affiliates of or related
 
                                       13

<PAGE>   16
 
   
to such persons or entities, will beneficially own approximately 36.4% of the
outstanding shares of Common Stock of the Company. Accordingly, these
stockholders may be able to elect all members of the Company's Board of
Directors and determine the outcome of corporate actions requiring stockholder
approval, such as mergers and acquisitions. This level of ownership may have a
significant effect in delaying, deferring or preventing a change in control of
the Company and may adversely affect the voting and other rights of other
holders of the Common Stock. See "Management -- Executive Officers and
Directors" and "Principal and Selling Stockholders."
    
 
   
BENEFITS OF OFFERING TO EXISTING STOCKHOLDERS
    
 
   
     The existing stockholders of the Company will receive certain benefits from
the sale of the Common Stock offered hereby. The offering will establish a
public market for the Common Stock and provide increased liquidity to the
existing stockholders for the shares of Common Stock they will own after the
offering, subject to certain limitations. See "Shares Eligible for Future Sale."
The Selling Stockholders are selling 550,000 shares of Common Stock in the
offering and, at an assumed offering price of $11.00 per share, will receive
approximately $6.1 million. See "Principal and Selling Stockholders." In
addition, immediately following the offering existing stockholders, assuming an
offering price of $11.00 per share, will have an average unrealized gain over
the original cost of the shares that will continue to be held by them of $10.76
per share or an aggregate unrealized gain of approximately $57.3 million. See
"Dilution."
    
 
ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER PROVISIONS
 
   
     Certain provisions of the Company's Amended and Restated Certificate of
Incorporation and Bylaws could discourage potential acquisition proposals, could
delay or prevent a change in control of the Company and could make removal of
management more difficult. Such provisions could diminish the opportunities for
a stockholder to participate in tender offers, including tender offers that are
priced above the then current market value of the Common Stock. The provisions
also may inhibit increases in the market price of the Common Stock that could
result from takeover attempts. Additionally, the Board of Directors of the
Company, without further stockholder approval, may issue up to 5,000,000 shares
of Preferred Stock, in one or more series, with such terms as the Board of
Directors may determine, including rights such as voting, dividend and
conversion rights which could adversely affect the voting power and other rights
of the holders of Common Stock. Preferred Stock may be issued quickly with terms
which delay or prevent the change in control of the Company or make removal of
management more difficult. Also, the issuance of Preferred Stock may have the
effect of decreasing the market price of the Common Stock. Other than as set
forth under "Description of Capital Stock," the Company does not currently
intend to adopt any anti-takeover provisions. See "Description of Capital
Stock -- Preferred Stock" and "-- Business Combinations; Certain Charter and
Bylaw Provisions."
    
 
DEPENDENCE ON KEY PERSONNEL
 
     The Company's future success depends in large part on the continued service
of its key technical, marketing and management personnel and on its ability to
continue to attract and retain qualified employees, particularly its Chief
Executive Officer, Mark D. Dankberg, and those highly skilled design, process
and test engineers involved in the manufacture of existing products and the
development of new products and processes. The competition for such personnel is
intense, and the loss of key employees could have a material adverse effect on
the Company's business, financial condition and results of operations. The
Company does not have employment agreements with any of its officers or
employees. The Company has obtained, however, a key man insurance policy on the
life of Mr. Dankberg in the amount of $500,000, of which the Company is the sole
beneficiary. See "Business -- Employees" and "Management."
 
MANAGEMENT'S DISCRETION OVER PROCEEDS OF THE OFFERING
 
   
     The Company has no current specific plan for the net proceeds of this
offering, other than for working capital and general corporate purposes. As a
consequence, the Company's management will have discretion over the proceeds for
the foreseeable future. There can be no assurance that the proceeds can or will
be
    
 
                                       14

<PAGE>   17
 
invested to yield a return as great as the Company has historically experienced
or any significant return at all. See "Use of Proceeds."
 
DILUTION
 
     The initial public offering price is expected to be substantially higher
than the net tangible book value per share of the Common Stock. Investors
purchasing shares of Common Stock in this offering will therefore incur
immediate and substantial net tangible book value dilution. To the extent that
stock options (currently outstanding or subsequently granted) to purchase Common
Stock are exercised, there will be further dilution. See "Dilution."
 
SHARES ELIGIBLE FOR FUTURE SALE
 
   
     Sales of substantial amounts of shares in the public market or the prospect
of such sales could adversely affect the market price of the Common Stock. Upon
completion of this offering, the Company will have outstanding 7,531,503 shares
of Common Stock. Immediately upon the effectiveness of this offering, the
2,200,000 shares offered hereby (plus any shares issued upon exercise of the
Underwriters' over-allotment option) will be freely tradeable. Of the remaining
shares, 4,491,822 are subject to lock-up agreements pursuant to which the
holders of such shares have agreed not to sell or otherwise dispose of such
shares for a period of 180 days after the date of the offering without the prior
written consent of the representatives of the Underwriters. The shares not
subject to lock-up agreements may be freely sold after the offering, subject to
certain volume and other limitations of Rule 144 under the Securities Act. The
Company intends to file a registration statement under the Securities Act after
this offering covering the sale of 1,369,348 shares of Common Stock under the
Company's 1993 Stock Option Plan, 1996 Equity Participation Plan and Employee
Stock Purchase Plan. See "Management -- 1993 Stock Option Plan," "-- 1996 Equity
Participation Plan," "-- Employee Stock Purchase Plan," "Shares Eligible for
Future Sale" and "Underwriting."
    
 
                                       15

<PAGE>   18
 

                                 CAPITALIZATION
 
   
     The following table sets forth as of September 30, 1996 (i) the Company's
actual capitalization (as if the 0.7335-for-one reverse stock split of the
Common Stock effected on November 4, 1996 had occurred prior to September 30,
1996) and (ii) capitalization as adjusted to reflect the conversion of all
outstanding shares of Preferred Stock into Common Stock upon the closing of this
offering, the amendments to the Company's Certificate of Incorporation to
increase the Company's authorized capital stock and the sale of the 1,650,000
shares of Common Stock offered by the Company hereby at an assumed offering
price of $11.00 per share, based on the midpoint of the offering price range set
forth on the cover page of this Prospectus (after deduction of the underwriting
discounts and commissions and estimated offering expenses), and the application
of the net proceeds therefrom as described under "Use of Proceeds."
    
 
   

<TABLE>
<CAPTION>
                                                                      AS OF SEPTEMBER 30, 1996
                                                                    -----------------------------
                                                                      ACTUAL       AS ADJUSTED(2)
                                                                    ----------     --------------
<S>                                                                 <C>            <C>
Total long-term debt, less current portion........................  $1,512,000      $  1,512,000
Stockholders' equity(1):
  Preferred stock, $.0001 par value, 3,225,000 shares authorized,
     3,225,000 shares issued and outstanding actual; 5,000,000
     shares authorized, no shares issued or outstanding as
     adjusted.....................................................      32,000                --
  Common stock, $.0001 par value, 7,335,000 shares authorized,
     3,509,804 shares issued and outstanding actual; 25,000,000
     shares authorized, 7,525,342 shares issued and outstanding as
     adjusted.....................................................      48,000            80,000
  Paid-in capital.................................................   1,224,000        17,454,000
  Stockholders' notes receivable..................................    (311,000)         (311,000)
  Retained earnings...............................................   5,484,000         5,484,000
                                                                    ----------       -----------
  Total stockholders' equity......................................   6,477,000        22,707,000
                                                                    ----------       -----------
          Total capitalization....................................  $7,989,000      $ 24,219,000
                                                                    ==========       ===========
</TABLE>

    
 
- ---------------
   
(1) Excludes 330,000 shares of Common Stock issuable by the Company upon the
    full exercise of the Underwriters' over-allotment option. Also excludes
    375,509 shares of Common Stock issuable upon exercise of options outstanding
    as of September 30, 1996 at an average exercise price of $1.87 per share.
    See "Management -- 1993 Stock Option Plan," "-- 1996 Equity Participation
    Plan" and Note 6 of Notes to Financial Statements.
    
 
   
(2) Common Stock, Paid-in capital, Total stockholders' equity and Total
    capitalization would be $80,000, $20,829,000, $26,082,000 and $27,594,000,
    respectively, if the Underwriters' over-allotment option is exercised in
    full.
    
 

                                USE OF PROCEEDS
 
   
     The net proceeds to the Company from the sale of the 1,650,000 shares of
Common Stock being offered by the Company are estimated to be $16,230,000
($19,605,000 if the Underwriters' over-allotment option is exercised in full),
based on an assumed offering price of $11.00 per share and after deducting the
underwriting discounts and commissions and estimated offering expenses payable
by the Company. The Company intends to use the net proceeds of this offering for
working capital and general corporate purposes. Pending their use, the proceeds
will be invested in short-term, investment-grade, interest-bearing securities.
The Company will not receive any of the proceeds from the sale of Common Stock
by the Selling Shareholders. See "Principal and Selling Stockholders."
    
 

                                DIVIDEND POLICY
 
     To date, the Company has neither declared nor paid any dividends on the
Common Stock. The Company currently intends to retain all future earnings, if
any, for use in the operation and development of its business and, therefore,
does not expect to declare or pay any cash dividends on the Common Stock in the
foreseeable future. In addition, an equipment financing agreement of the Company
prohibits the payment of any cash dividends on the Company's capital stock.
 
                                       16

<PAGE>   19
 
                                    DILUTION
 
   
     The pro forma net tangible book value of the Company as of September 30,
1996 was $6,352,000 or $1.08 per share. Pro forma net tangible book value per
share represents the amount of total tangible assets of the Company reduced by
the amount of its total liabilities, divided by the total number of shares of
Common Stock outstanding, including shares of Common Stock resulting from the
conversion of the Preferred Stock. After giving effect to the net proceeds from
the sale of 1,650,000 shares of Common Stock offered by the Company at an
assumed offering price of $11.00 per share, the pro forma net tangible book
value of the Company as of September 30, 1996 would have been $22,707,000 or
$3.02 per share of Common Stock. This represents an immediate increase in net
tangible book value of $1.94 per share to existing stockholders and an immediate
dilution of $7.98 per share to new investors. See "Risk Factors -- Benefits of
Offering to Existing Stockholders." The following table illustrates the per
share dilution in net tangible book value to new investors.
    
 
   

<TABLE>
    <S>                                                                   <C>       <C>
    Assumed initial public offering price per share.....................            $11.00
    Net tangible book value per share...................................  $1.08
    Increase per share attributable to new investors....................   1.94
                                                                          -----
    Pro forma net tangible book value per share after the offering(1)...              3.02
                                                                                    ------
    Dilution per share to new investors(1)..............................            $ 7.98
                                                                                    ======
</TABLE>

    
 
- ---------------
   
(1) If the Underwriters had exercised their over-allotment option at September
    30, 1996, pro forma net tangible book value per share after the offering
    would have been $3.32, representing an increase in pro forma net tangible
    book value per share of $2.24 to existing stockholders and an immediate
    dilution of $7.68 per share to new investors. Additionally, had all options
    for the purchase of Common Stock outstanding at September 30, 1996 been
    exercised at such date, pro forma net tangible book value per share after
    the offering (and the assumed exercise of the Underwriters' over-allotment
    option) would have been $3.26, representing an increase in pro forma net
    tangible book value per share of $2.18 to existing stockholders and an
    immediate dilution of $7.74 per share to new investors.
    
 
   
     The following table summarizes, on a pro forma basis, as of September 30,
1996, the differences in total consideration paid and the average price per
share paid by existing stockholders and new investors with respect to the number
of shares of Common Stock purchased from the Company assuming an offering price
of $11.00 per share:
    
 
   

<TABLE>
<CAPTION>
                                          SHARES PURCHASED          TOTAL CONSIDERATION        AVERAGE
                                        ---------------------     -----------------------     PRICE PAID
                                         NUMBER       PERCENT       AMOUNT        PERCENT     PER SHARE
                                        ---------     -------     -----------     -------     ----------
<S>                                     <C>           <C>         <C>             <C>         <C>
Existing stockholders(1)..............  5,875,342         78%     $ 1,304,000          7%       $ 0.22
New investors(2)......................  1,650,000         22       18,150,000         93         11.00
                                        ---------       ----      -----------       ----
          Total(2)....................  7,525,342        100%     $19,454,000        100%
                                        =========       ====      ===========       ====
</TABLE>

    
 
- ---------------
   
(1) Sales by Selling Stockholders in this offering will reduce the number of
    shares of Common Stock held by existing stockholders to 5,325,342 or
    approximately 70.8% (5,325,342 shares or approximately 67.8% if the
    Underwriters' over-allotment option is exercised in full) and will increase
    the number of shares of Common Stock held by new investors to 2,200,000 or
    approximately 29.2% (2,530,000 shares or approximately 32.2% if the
    Underwriters' over-allotment option is exercised in full) of the total
    number of shares of Common Stock outstanding after the closing of this
    offering.
    
 
   
(2) The Company has granted the Underwriters an option to purchase up to 330,000
    shares of Common Stock to cover over-allotments, if any. If the
    Underwriters' over-allotment option is exercised in full, the Company will
    issue an aggregate of 1,980,000 shares of Common Stock to new investors
    (25.2% of the total of 7,855,342 shares outstanding) and the total
    consideration from new investors will be $21,780,000 (94.4% of the total of
    $23,084,000 consideration paid for all shares outstanding).
    
 
   
     The information presented with respect to existing stockholders assumes no
exercise of the Underwriters' over-allotment option and no exercise of
outstanding options after September 30, 1996. As of September 30, 1996, options
to purchase 375,509 shares of Common Stock were outstanding. An additional
750,000 shares of Common Stock are reserved for issuance under the 1996 Equity
Participation Plan and 250,000 shares are reserved for issuance under the
Employee Stock Purchase Plan. The issuance of Common Stock under these plans
could result in further dilution to new investors. See "Management -- 1993 Stock
Option Plan," "-- 1996 Equity Participation Plan" and "-- Employee Stock
Purchase Plan."
    
 
                                       17

<PAGE>   20
 
                            SELECTED FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   
     The following selected financial data as of March 31, 1995 and 1996 and for
the years ended March 31, 1994, 1995 and 1996 have been derived from, and are
qualified by reference to, the audited financial statements of the Company
included elsewhere in this Prospectus. The selected financial data as of March
31, 1992, 1993 and 1994 and for the years ended March 31, 1992 and 1993 have
been derived from the audited financial statements of the Company not included
herein. The selected financial data as of September 30, 1996 and for the six
months ended September, 30, 1995 and 1996 have been prepared on a basis
consistent with the audited financial statements and derived from unaudited
financial statements also appearing herein which, in the opinion of management,
include all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the financial position and results of
operations of the Company for the unaudited interim periods. The statement of
operations data for any particular period are not necessarily indicative of the
results of operations for any future period, including the Company's fiscal year
ending March 31, 1997. The data set forth below are qualified by reference to,
and should be read in conjunction with, the Financial Statements and Notes
thereto and the discussion thereof included elsewhere in this Prospectus.
    
 
   

<TABLE>
<CAPTION>
                                                                                            SIX MONTHS ENDED
                                                  YEARS ENDED MARCH 31,               -----------------------------
                                      ---------------------------------------------   SEPTEMBER 30,   SEPTEMBER 30,
                                       1992     1993     1994      1995      1996         1995            1996
                                      ------   ------   -------   -------   -------   -------------   -------------
                                                                                               (UNAUDITED)
<S>                                   <C>      <C>      <C>       <C>       <C>       <C>             <C>
STATEMENT OF INCOME DATA:
  Revenues..........................  $4,019   $5,072   $11,579   $22,341   $29,017      $14,156         $21,582
  Cost of revenues..................   3,006    3,939     9,033    16,855    20,983       10,110          15,333
                                      ------   ------   -------   -------   -------       ------          ------
    Gross profit....................   1,013    1,133     2,546     5,486     8,034        4,046           6,249
  Operating expenses:
    Selling, general and
      administrative................     503      740     1,554     2,416     3,400        1,762           2,313
    Independent research and
      development...................      --       59       134       788     2,820        1,186           2,218
                                      ------   ------   -------   -------   -------       ------          ------
  Income from operations............     510      334       858     2,282     1,814        1,098           1,718
  Interest income (expense).........       7      (17)      (45)      (87)     (231)         (86)            (56)
                                      ------   ------   -------   -------   -------       ------          ------
  Income before income taxes........     517      317       813     2,195     1,583        1,012           1,662
  Provision (benefit) for income
    taxes...........................     159       93       328       888       (50)         (32)            580
                                      ------   ------   -------   -------   -------       ------          ------
  Net income........................  $  358   $  224   $   485   $ 1,307   $ 1,633      $ 1,044         $ 1,082
                                      ======   ======   =======   =======   =======       ======          ======
  Pro forma net income per
    share(1)........................                                        $  0.28                      $  0.18
                                                                            =======                       ======
  Shares used in per share
    calculations(1).................                                          5,876                        6,121
</TABLE>

    
 
   

<TABLE>
<CAPTION>
                                                            MARCH 31,                       SEPTEMBER 30, 1996
                                           -------------------------------------------   ------------------------
                                            1992     1993     1994     1995     1996     ACTUAL    AS ADJUSTED(2)
                                           ------   ------   ------   ------   -------   -------   --------------
                                                                                               (UNAUDITED)
<S>                                        <C>      <C>      <C>      <C>      <C>       <C>       <C>
BALANCE SHEET DATA:
  Cash and cash equivalents..............  $  101   $   75   $    9   $2,731   $ 2,297   $ 1,186      $ 17,416
  Working capital........................     912      964    1,486    2,808     4,651     4,969        21,199
  Total assets...........................   1,750    2,550    4,986    9,377    13,262    16,412        32,642
  Long-term debt, less current portion...      50      124      297    1,220     1,747     1,512         1,512
  Total stockholders' equity.............   1,226    1,465    1,956    3,413     5,217     6,477        22,707
</TABLE>

    
 
- ---------------
(1) For an explanation of the determination of the number of shares used in
    computing pro forma net income per share, see Note 1 of Notes to Financial
    Statements.
 
   
(2) As adjusted to reflect the sale of 1,650,000 shares of Common Stock offered
    by the Company hereby at an assumed offering price of $11.00 per share, and
    the application of the net proceeds therefrom as described under "Use of
    Proceeds." If the Company issues 1,980,000 shares of Common Stock upon the
    full exercise of the Underwriters' option to cover over-allotments, Cash and
    cash equivalents, Working capital, Total assets and Total stockholders'
    equity would be $20,791, $24,574, $36,017 and $26,082, respectively. See
    "Use of Proceeds" and "Capitalization."
    
 
                                       18

<PAGE>   21
 

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
 
   
     This Prospectus contains forward-looking statements within the meaning of
the Securities Act. Discussions containing such forward-looking statements may
be found throughout this Prospectus, including without limitation in the
materials set forth under "Summary," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business." Actual events or
results may differ materially from those discussed in the forward-looking
statements as a result of various factors, including without limitation the
risks set forth under "Risk Factors" and the matters set forth in this
Prospectus generally.
    
 
   
     Historically, the Company's revenues have been principally derived from
contracts with the DOD. The Company's DOD revenues have continued to grow
significantly despite government budgetary constraints. Since 1992, such
revenues have grown at a compounded annual growth rate of 63.9%. DOD revenues
amounted to $11.1 million, $21.2 million and $28.3 million for the fiscal years
ended March 31, 1994, 1995 and 1996, respectively, and $13.9 million and $21.4
million for the six months ended September 30, 1995 and 1996, respectively. The
Company has achieved this growth rate entirely through internal growth, and not
through acquisitions. See "Risk Factors -- Fluctuations in Results of
Operations."
    
 
   
     The Company's products and services are provided primarily through three
types of contracts: fixed-price, time-and-materials and cost-reimbursement
contracts. Approximately 56.3% and 56.9% of the Company's total revenues for the
fiscal year ended March 31, 1996 and for the six months ended September 30,
1996, respectively, were derived from fixed-price contracts which require the
Company to provide products and services under a contract at a stipulated price.
The Company derived approximately 5.0% and 5.8% of its revenues during such
periods from time-and-materials contracts which reimburse the Company for the
number of labor hours expended at an established hourly rate negotiated in the
contract, plus the cost of materials utilized in providing such products or
services. The balance of the Company's revenues for the fiscal year ended March
31, 1996 and the six months ended September 30, 1996, respectively, were derived
from cost-reimbursement contracts under which the Company is reimbursed for all
actual costs incurred in performing the contract to the extent that such costs
are within the contract ceiling and allowable under the terms of the contract,
plus a fee or profit. See "Risk Factors -- Contract Profit Exposure."
    
 
   
     As of September 30, 1996, the Company had firm backlog of $43.5 million, of
which $40.1 million was funded. Of the $43.5 million in firm backlog,
approximately $24.0 million is expected to be delivered in the fiscal year
ending March 31, 1997, approximately $17.4 million is expected to be delivered
in the fiscal year ending March 31, 1998 and the balance is expected to be
delivered in the fiscal year ending March 31, 1999. Such backlog includes $37.6
million in awards received during the six months ended September 30, 1996,
consisting of $24.8 million in UHF DAMA satellite communications awards, $4.5
million in awards for the defense simulator business, $5.6 million in other
defense awards and $2.7 million in commercial satellite communications awards.
The Company's $43.5 million in firm backlog does not include an additional $26.9
million of customer options. See "Business -- Backlog."
    
 
   
     Historically, a significant portion of the Company's revenue has been
derived from research and development contracts with the DOD. The research and
development efforts are conducted in direct response to the specific
requirements of a customer's order and, accordingly, expenditures related to
such efforts are included in cost of sales when incurred and the related funding
(which includes a profit component) is included in net revenues at such time.
Revenues are recognized using the percentage of completion method on these
long-term development contracts. Revenues for funded research and development
during the fiscal years ended March 31, 1994, 1995 and 1996 and the six months
ended September 30, 1996 were approximately $9.7 million, $20.7 million, $19.5
million and $11.6 million, respectively. See "Business -- Research and
Development."
    
 
   
     Beginning in fiscal 1995, production contracts for delivery of previously
developed equipment became a more significant percentage of total revenues.
Production contracts amounted to approximately 6.5% of fiscal 1995 total
revenues, approximately 19.4% of fiscal 1996 total revenues and approximately
35.1% of total revenues for the six months ended September 30, 1996.
    
 
                                       19

<PAGE>   22
 
   
     The Company invests in independent research and development ("IR&D"), which
is not directly funded by a third party. The Company expenses IR&D costs as they
are incurred. IR&D expenses consist primarily of salaries and other
personnel-related expenses, supplies and prototype materials related to research
and development programs. IR&D expenses for governmental and commercial
applications were minimal prior to fiscal 1995. In the fourth quarter of fiscal
1995, the Company began investing a significant amount of IR&D funds primarily
in the development of satellite telephony and other satellite DAMA products. The
Company expended 9.7% and 10.3% of revenues in IR&D, respectively, in the fiscal
year ended March 31, 1996 and for the six months ended September 30, 1996. The
Company expects that IR&D expenditures will continue to increase in order to
fund growth in governmental and commercial applications. As a government
contractor, the Company is able to recover a portion of its IR&D expenses
pursuant to its government contracts.
    
 
RESULTS OF OPERATIONS
 
     The following table sets forth, as a percentage of total revenues, certain
income data for the periods indicated.
 
   

<TABLE>
<CAPTION>
                                                                                     SIX MONTHS
                                                        FISCAL YEARS ENDED              ENDED
                                                             MARCH 31,              SEPTEMBER 30,
                                                     -------------------------     ---------------
                                                     1994      1995      1996      1995      1996
                                                     -----     -----     -----     -----     -----
<S>                                                  <C>       <C>       <C>       <C>       <C>
Revenues...........................................  100.0%    100.0%    100.0%    100.0%    100.0%
Cost of revenues...................................   78.0      75.4      72.3      71.4      71.0
                                                     -----     -----     -----     -----     -----
Gross profit.......................................   22.0      24.6      27.7      28.6      29.0
Operating expenses:
Selling, general and administrative................   13.4      10.8      11.7      12.4      10.7
Independent research and development...............    1.2       3.5       9.7       8.4      10.3
                                                     -----     -----     -----     -----     -----
Income from operations.............................    7.4      10.3       6.3       7.8       8.0
Income before income taxes.........................    7.0       9.9       5.5       7.1       7.7
Net income.........................................    4.2       5.9       5.6       7.4       5.0
</TABLE>

    
 
   
  SIX MONTHS ENDED SEPTEMBER 30, 1996 VS. SIX MONTHS ENDED SEPTEMBER 30, 1995
    
 
   
     Revenues.  Revenues increased 52.5% from $14.2 million for the six months
ended September 30, 1995 to $21.6 million for the six months ended September 30,
1996. This increase was primarily due to a $6.6 million increase in revenues
generated by contracts with the U.S. Air Force for UHF DAMA network control
stations and modems, and Enhanced Manpack UHF Terminal ("EMUT") DAMA modem
production of $5.7 million, offset in part by reduced activity in other product
lines and the completion of certain contracts.
    
 
   
     Gross Profit.  Gross profit increased 54.4% from $4.0 million (28.6% of
revenues) for the six months ended September 30, 1995 to $6.2 million (29.0% of
revenues) for the six months ended September 30, 1996.
    
 
   
     Selling, General and Administrative Expenses.  Selling, general and
administrative ("SG&A") expenses increased 31.3% from $1.8 million (12.4% of
revenues) for the six months ended September 30, 1995 to $2.3 million (10.7% of
revenues) for the six months ended September 30, 1996. This decrease in SG&A
expenses as a percentage of revenues reflects an increased expense in connection
with a large bid and proposal effort in the six months ended September 30, 1995
and the impact of a 52.5% growth in revenues between the two periods. SG&A
expenses consist primarily of personnel costs and expenses for business
development, marketing and sales, finance, contract administration and general
management. They also include bid and proposal costs. Certain SG&A expenses are
difficult to predict and vary based on specific government and commercial sales
opportunities.
    
 
                                       20

<PAGE>   23
 
   
     Independent Research and Development.  IR&D expenses increased 87.0% from
$1.2 million (8.4% of revenues) in the six months ended September 30, 1995 to
$2.2 million (10.3% of revenues) in the six months ended September 30, 1996.
This increase resulted primarily from higher IR&D expenses related to the
Company's StarWire(TM) DAMA product, which represented approximately 87.6% of
total IR&D.
    
 
   
     Interest Expense.  Interest expense increased 20.2% from $104,000 for the
six months ended September 30, 1995 to $125,000 for the six months ended
September 30, 1996. Interest expense relates to loans for the purchase of
capital equipment, which are generally four year fixed-rate term loans, and to
short-term borrowings under the Company's line of credit to cover working
capital requirements. Total outstanding equipment loans were $2.2 million at
September 30, 1995 and $2.5 million at September 30, 1996. The Company owed no
amounts on its line of credit at the end of either period.
    
 
   
     Interest Income.  Interest income increased 283.3% from $18,000 for the six
months ended September 30, 1995 to $69,000 for the six months ended September
30, 1996. Interest income related to interest earned on short-term deposits of
cash.
    
 
   
     Provision (Benefit) for Income Taxes.  The income tax benefit in the six
months ended September 30, 1995 was primarily attributable to the utilization of
research and development credits generated during the period and the impact of a
United States Federal judicial decision which clarified the tax law related to
the utilization of research and development credits generated from funded
research and development. As of September 30, 1996, all of such income tax
benefit was utilized by the Company. The Company's effective tax rate for the
six months ended September 30, 1996 was 35.0%.
    
 
  FISCAL YEAR ENDED MARCH 31, 1996 VS. FISCAL YEAR ENDED MARCH 31, 1995
 
   
     Revenues.  The Company's revenues increased 29.9% from $22.3 million in
fiscal 1995 to $29.0 million in fiscal 1996. This increase reflects the growth
in defense related production contracts, primarily associated with the Company's
EMUT DAMA modem products, which experienced a $5.3 million increase, and
Advanced Data Controller ("ADC") products, which experienced a $1.5 million
increase. Revenues from production orders (compared to funded research and
development) increased from $1.4 million (6.5% of revenues) in fiscal 1995 to
$5.6 million (19.4% of revenues) in fiscal 1996.
    
 
     Revenues from UHF DAMA satellite communications products increased to 42.8%
of revenues in fiscal 1996. This increase was due to the first EMUT DAMA modem
production deliveries in the fourth quarter of 1996. UHF DAMA business area
revenues grew from $7.1 million (31.7% of revenues) in fiscal 1995 to $12.4
million (42.8% of revenues) in fiscal 1996.
 
   
     Gross Profit.  Gross profit increased 46.4% from $5.5 million (24.6% of
revenues) in fiscal 1995 to $8.0 million (27.7% of revenues) in fiscal 1996.
This increase primarily reflects higher prices related to the recovery of
allowable IR&D costs under certain government contracts and improved contract
profitability under certain production contracts.
    
 
     Selling, General and Administrative Expenses.  SG&A expenses increased
40.7% from $2.4 million (10.8% of revenues) in fiscal 1995 to $3.4 million
(11.7% of revenues) in fiscal 1996. Increased spending was offset somewhat by
the continuing revenue growth. The Company continued to increase staff to
support IR&D related to its StarWire(TM) DAMA product, increased its business
development staff for defense programs, and added to finance and administrative
staffing. Bid and proposal efforts increased from $321,000 in fiscal 1995 to
$1.0 million in fiscal 1996.
 
     Independent Research and Development.  IR&D expenses increased 257.9% from
$788,000 (3.5% of revenues) in fiscal 1995 to $2.8 million (9.7% of revenues) in
fiscal 1996. Expenditures on the development of the Company's StarWire(TM) DAMA
product began in the last quarter of fiscal 1995 and have been steadily
increasing.
 
     Interest Expense.  Interest expense increased 128.1% from $114,000 in
fiscal 1995 to $260,000 in fiscal 1996. Total outstanding equipment loans for
the periods were $1.7 million at the end of fiscal 1995 and $2.5
 
                                       21

<PAGE>   24
 
million at the end of fiscal 1996. There were no amounts outstanding under the
Company's line of credit at the end of either fiscal year.
 
     Interest Income.  Interest income increased 7.4% from $27,000 in fiscal
1995 to $29,000 in fiscal 1996. Interest income related to interest earned on
short-term deposits of cash.
 
   
     Provision (Benefit) for Income Taxes.  The income tax provision in fiscal
1995 approximated the combined federal and state statutory rate of 40.0%. The
income tax benefit in fiscal 1996 was primarily attributable to the utilization
of research and development credits generated during the current period and the
impact of a United States Federal judicial decision which clarified the tax law
related to the utilization of research and development credits generated from
funded research and development.
    
 
  FISCAL YEAR ENDED MARCH 31, 1995 VS. FISCAL YEAR ENDED MARCH 31, 1994
 
     Revenues.  The Company's revenues increased 92.9% from $11.6 million in
fiscal 1994 to $22.3 million in fiscal 1995. Funded development in the UHF DAMA
business area had the largest impact on revenue growth. Revenues for the UHF
DAMA business area increased 317.1% from $1.7 million (14.7% of revenues) in
fiscal 1994 to $7.1 million (31.7% of revenues) in fiscal 1995. Other increases
occurred in the simulator business area which increased from $2.2 million (18.9%
of revenues) in fiscal 1994 to $4.0 million (18.0% of revenues) in fiscal 1995,
and in the Joint Tactical Information Distribution System ("JTIDS") business
area which increased from $1.3 million (10.9% of revenues) in fiscal 1994 to
$2.6 million (11.8% of revenues) in fiscal 1995.
 
   
     Gross Profit.  Gross profit increased 115.5% from $2.5 million (22.0% of
revenues) in fiscal 1994 to $5.5 million (24.6% of revenues) in fiscal 1995.
This increase primarily reflects higher prices related to the recovery of
allowable IR&D costs under certain government contracts and improved contract
profitability under certain contracts.
    
 
     Selling, General and Administrative Expenses.  SG&A expenses increased
55.5% from $1.6 million (13.4% of revenues) in fiscal 1994 to $2.4 million
(10.8% of revenues) in fiscal 1995. This decrease in SG&A expenses as a
percentage of revenues was due to the larger growth in revenues during the
period. Near the end of fiscal 1995 the Company added administrative staff to
support increasing revenue and the associated increase in direct labor. The
Company added other indirect staff in both years to support the commercial DAMA
business. Bid and proposal efforts in fiscal 1995 were minimal due to the
concentration on performance in the existing defense backlog.
 
     Independent Research and Development.  IR&D expenses increased 488.1% from
$134,000 (1.2% of revenues) in fiscal 1994 to $788,000 (3.5% of revenues) in
fiscal 1995. Expenditures on the development of the Company's StarWire(TM) DAMA
product began in the last quarter of fiscal 1995, accounting for most of the
increase.
 
     Interest Expense.  Interest expense increased 142.6% from $47,000 in fiscal
1994 to $114,000 in fiscal 1995. Total outstanding equipment loans for the
periods were $392,000 at the end of fiscal 1994 and $1.7 million at the end of
fiscal 1995, reflecting an increase in purchases of capital equipment to support
the increased requirements of development programs. There was $350,000
outstanding under the Company's line of credit at the end of fiscal 1994, and no
amounts outstanding at the end of fiscal 1995.
 
     Interest Income.  There was no material interest income in fiscal 1994 and
$27,000 of interest income in fiscal 1995, which related to interest earned on
short-term deposits of cash.
 
   
     Provision (Benefit) for Income Taxes.  The income tax provisions in fiscal
1994 and 1995 approximated the combined federal and state statutory rate of
40.0%.
    
 
                                       22

<PAGE>   25
 
QUARTERLY RESULTS OF OPERATIONS
 
   
     The following table sets forth certain financial information for each of
the Company's last ten quarters. The information for each of these quarters is
unaudited but includes all adjustments, consisting only of normal recurring
adjustments, which the Company considers necessary for a fair presentation of
this information when read in conjunction with the Financial Statements and
Notes thereto appearing elsewhere in this Prospectus. The results of operations
for any quarter and any quarter-to-quarter trends are not necessarily indicative
of the results to be expected for any future periods.
    
 
   

<TABLE>
<CAPTION>
                                                                QUARTERS ENDED
              -------------------------------------------------------------------------------------------------------------------
                                                                                                                FISCAL YEAR
                           FISCAL YEAR 1995                              FISCAL YEAR 1996                          1997
              -------------------------------------------   -------------------------------------------   -----------------------
              JUNE 30,   SEPT. 30,   DEC. 31,   MARCH 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MARCH 31,    JUNE 30,     SEPT. 30,
                1994       1994        1994       1995        1995       1995      1995(1)      1996         1996         1996
              --------   ---------   --------   ---------   --------   ---------   --------   ---------   -----------   ---------
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>           <C>        <C>         <C>        <C>         <C>        <C>         <C>        <C>         <C>           <C>
Revenues.....  $4,726     $ 5,489     $5,641     $ 6,485     $6,768     $ 7,388     $5,755     $ 9,106      $ 9,732      $11,850
Cost of
  revenues...   3,718       4,319      4,330       4,488      4,830       5,280      4,042       6,831        6,862        8,471
               ------      ------     ------      ------     ------      ------     ------      ------       ------       ------
Gross
  profit.....   1,008       1,170      1,311       1,997      1,938       2,108      1,713       2,275        2,870        3,379
Operating
  expenses:
  SG&A.......     478         576        639         723        918         844        815         823        1,040        1,272
  IR&D.......      54          95        184         455        467         719        769         865        1,058        1,160
               ------      ------     ------      ------     ------      ------     ------      ------       ------       ------
Income from
 operations..     476         499        488         819        553         545        129         587          772          947
Income before
  income
  taxes......     454         479        466         796        524         488         68         503          740          922
Net income...     271         286        278         472        541         503         70         519          478          604
</TABLE>

    
 
- ---------------
(1) The Company experienced reduced revenues, gross profit and income from
    operations for the third quarter of fiscal 1996 due primarily to delays on
    the EMUT contract. Production deliveries were scheduled to begin in the
    third quarter of fiscal 1996, but were delayed at the customer's request.
    Deliveries began instead in the fourth quarter of fiscal 1996.
 
     The following table sets forth the above unaudited quarterly financial
information as a percentage of total net revenues.
 
   

<TABLE>
<CAPTION>
                                                                  QUARTERS ENDED
                 ----------------------------------------------------------------------------------------------------------------
                                                                                                                 FISCAL YEAR
                              FISCAL YEAR 1995                              FISCAL YEAR 1996                         1997
                 -------------------------------------------   -------------------------------------------   --------------------
                 JUNE 30,   SEPT. 30,   DEC. 31,   MARCH 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MARCH 31,   JUNE 30,   SEPT. 30,
                   1994       1994        1994       1995        1995       1995        1995       1996        1996       1996
                 --------   ---------   --------   ---------   --------   ---------   --------   ---------   --------   ---------
                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>              <C>        <C>         <C>        <C>         <C>        <C>         <C>        <C>         <C>        <C>
Revenues........  100.0%      100.0%     100.0%      100.0%     100.0%      100.0%     100.0%      100.0%     100.0%      100.0%
Cost of
  revenues......    78.7        78.7       76.8        69.2       71.4        71.5       70.2        75.0       70.5        71.5
                   -----       -----      -----       -----      -----       -----      -----       -----      -----       -----
Gross profit....    21.3        21.3       23.2        30.8       28.6        28.5       29.8        25.0       29.5        28.5
Operating
  expenses:
  SG&A..........    10.1        10.5       11.3        11.1       13.6        11.4       14.2         9.0       10.7        10.7
  IR&D..........     1.1         1.7        3.3         7.0        6.9         9.7       13.4         9.5       10.9         9.8
                   -----       -----      -----       -----      -----       -----      -----       -----      -----       -----
Income from
  operations....    10.1         9.1        8.6        12.7        8.1         7.4        2.2         6.5        7.9         8.0
Income before
  income
  taxes.........     9.6         8.7        8.3        12.3        7.7         6.6        1.2         5.6        7.6         7.8
Net income......     5.7         5.2        4.9         7.3        8.0         6.8        1.2         5.7        4.9         5.1
</TABLE>

    
 
     Historically, development contracts have been a significant source of
revenue. The Company recognizes a majority of its revenues under the percentage
of completion method which requires engineering estimates and assumptions
regarding costs that will be incurred over the life of a specific contract.
Actual results may differ from those estimates. In such event, the Company has
been required to adjust revenues in subsequent periods relating to revisions of
prior period estimates, resulting in fluctuations in the Company's results of
operations from period to period. See "Risk Factors -- Fluctuations in Results
of Operations."
 
                                       23

<PAGE>   26
 
LIQUIDITY AND CAPITAL RESOURCES
 
   
     The Company has financed its operations to date primarily from cash flow
from operations, bank line of credit financing and loans for the purchase of
capital equipment. Cash provided from operations for the fiscal years ended
March 31, 1994, 1995 and 1996 was $183,000, $3.3 million and $456,000,
respectively, and cash used in operating activities was $39,000 for the six
months ended September 30, 1996. The relative decrease in cash generated from
operations in fiscal 1996 compared to fiscal 1995 was due to higher levels of
accounts receivable and inventory. The increase in accounts receivable resulted
from an increase in revenues. The growing share of revenues from production
contracts led to the need to build inventory levels to support production
demands. The Company anticipates that in future periods the level of inventories
will be higher than historical levels.
    
 
   
     Cash provided by financing activities, principally from equipment financing
and to a lesser extent from the sale of Common Stock, was $262,000 in fiscal
1994, $1.1 million in fiscal 1995, $1.0 million in fiscal 1996 and $188,000 for
the six months ended September 30, 1996. Purchases of property and equipment,
primarily consisting of test equipment and computers, were $511,000, $1.7
million and $1.9 million, respectively, in fiscal 1994, 1995 and 1996, and $1.3
million in the six months ended September 30, 1996.
    
 
   
     At September 30, 1996, the Company had $1.2 million in cash and cash
equivalents, $4.9 million in working capital and $2.5 million in long-term debt,
consisting of equipment financing, and no amounts outstanding under the
Company's line of credit. In September 1995, the Company entered into a credit
facility with Union Bank, which includes a $4.0 million line of credit and $4.0
million in commitments for equipment financing. The line of credit allows the
Company to borrow, for general working capital purposes, the greater of $1.0
million or 80.0% of eligible accounts receivable plus 50.0% of the Company's
eligible inventory. It accrues interest at the bank's prime rate, which was
8.25% at September 30, 1996, and expires on September 15, 1997. The Company is
required to pay a fee equal to 0.25% of the unused portion of the line of credit
on an annual basis.
    
 
   
     The equipment line consists of two loans, each of which allows the Company
to borrow, for purchases of equipment, machinery and software directly related
to the Company's principal line of business, up to $2.0 million while limiting
borrowings to an 80.0% advance against the purchase price, net of sales tax,
delivery and insurance. All borrowings under the first loan were made before
September 15, 1996, at which time all unpaid principal under such loan was
converted into a fully amortizing loan for a period of 36 months with a maturity
date of September 15, 1999. All borrowings under the second loan must be made
before September 15, 1997, at which time all unpaid principal under such loan
will be converted into a fully amortizing loan for a period of 36 months with a
maturity date of September 15, 2000. As of September 30, 1996, there was
approximately $1.1 million outstanding under the first loan and no amounts
outstanding under the second loan. The equipment loans accrue interest at the
bank's prime rate plus 0.35% per annum, or 8.6% as of September 30, 1996.
    
 
   
     The credit agreement with Union Bank contains affirmative and negative
covenants, including, among others, financial covenants regarding the
maintenance of stated net worth amounts, net income levels and specific
liquidity and long-term solvency ratios. In addition, the credit agreement
restricts the Company's ability to borrow money, except in the ordinary course
of business or pursuant to agreements made with Union Bank. Amounts borrowed are
secured by substantially all of the Company's assets.
    
 
   
     In October 1996, the Company received a commitment for a new credit
facility with Union Bank, which includes a $6.0 million line of credit and $4.5
million in commitments for equipment financing. The line of credit allows the
Company to borrow, for general working capital purposes, the greater of $2.0
million or 80.0% of eligible accounts receivable, plus 50.0% of the Company's
eligible inventory to a maximum of $2.0 million. It is an interest only loan
which matures on September 15, 1998. The equipment line consists of two loans,
each of which limits borrowings to an 80.0% advance against the purchase price,
net of sales tax, delivery and insurance. All borrowings under the first loan,
which may not exceed $2.0 million, must be made before September 15, 1997, at
which time all unpaid principal under such loan will be converted into a fully
    
 
                                       24

<PAGE>   27
 
   
amortizing loan for a period of 36 months with a maturity date of September 15,
2000. All borrowings under the second loan, which may not exceed $2.5 million,
must be made before September 15, 1998, at which time all unpaid principal under
such loan will be converted into a fully amortizing loan for a period of 36
months with a maturity date of September 15, 2001.
    
 
     The Company's future capital requirements will depend upon many factors,
including the progress of the Company's research and development efforts,
expansion of the Company's marketing efforts, and the nature and timing of
commercial orders. The Company believes that the net proceeds from the sale of
the Common Stock offered hereby, together with its current cash balances,
amounts available under its credit facility and net cash provided by operating
activities, will be sufficient to meet its working capital and capital
expenditure requirements for at least the next 12 months. Management intends to
invest the Company's cash in excess of current operating requirements in
short-term, interest-bearing, investment-grade securities.
 
                                       25

<PAGE>   28
 

 
                                   BUSINESS
 
INTRODUCTION
 
     ViaSat designs, produces and markets advanced digital satellite
telecommunications and wireless signal processing equipment. The Company has
achieved ten consecutive years of internally generated revenue growth and nine
consecutive years of profitability, primarily through defense-related
applications. More recently, the Company has been developing and marketing its
technology through strategic alliances for emerging commercial markets, such as
rural telephony, alternative carrier access and Internet/Intranet access by
satellite to multiple servers. ViaSat is a leading provider of DAMA technology,
which allows a large number of VSAT subscribers to economically share common
satellite transponders for high-performance voice, fax or data communications.
 
   
     The Company believes that DAMA satellite technology is superior to other
existing VSAT networking technologies. The existing TDM/TDMA networking
technology features a "hub and spoke" architecture which requires all
transmissions to be routed through a central terrestrial hub. Unlike TDM/TDMA
systems, DAMA provides direct, on-demand switched networking capabilities which
do not require a terrestrial hub and allow faster and more efficient use of
expensive satellite transponder resources. In addition, the Company believes
that its DAMA products, commercially marketed under the tradename StarWire(TM),
offer greater network flexibility and permit up to 50% greater satellite
capacity than competing DAMA systems. See "-- The ViaSat Advantage" and
"-- Technology."
    
 
   
     ViaSat's DAMA products include satellite modems, networking processors and
network control systems for managing large numbers of network subscribers. The
Company's DAMA technology consists of proprietary real-time firmware and
software designed to run on industry-standard digital signal processors. The
Company also has developed DAMA network control software that operates on
IBM-compatible personal computers running Windows NT(TM) operating systems. The
Company's DAMA technology operates on satellites in the military UHF and SHF
frequency bands, and commercial C and K(u) bands. In addition to DAMA products,
the Company offers network information security products, communications
simulation and test equipment, and spread spectrum digital radios for satellite
and terrestrial data networks.
    
 
INDUSTRY BACKGROUND
 
     A broad array of new consumer, business and government markets, as well as
the development of new technologies, have driven the significant expansion of
the wireless communications industry. In addition to common consumer
applications such as paging, cellular telephony and new Personal Communications
Services ("PCS"), there is a wide range of other specialized terrestrial- and
space-based wireless applications. Such wireless applications include government
fixed and mobile wireless networking and commercial fixed-site, switched
satellite services, ViaSat's principal lines of business. The growth in
software-intensive wireless equipment markets stems from, among other things,
increasing dependence on voice and data networks of all types, regulatory
reform, advances in technology, decreasing costs of equipment and services,
economic growth in developing nations, the increasing importance of
communications infrastructure as a catalyst of economic growth, and increasing
user acceptance of and confidence in wireless solutions. This growth in wireless
equipment markets corresponds to a transition away from mere point to point
radio links connecting remote or mobile users towards offering more
comprehensive wireless network services. Market demands for wireless services
are being addressed by both terrestrial- and satellite-based systems.
 
     Government Applications.  Historically, the military has driven development
of many new wireless technologies -- pioneering applications of satellite
communications, digital radios, spread spectrum and mobile wireless networks to
connect widely dispersed operations. In many cases these technologies have been
extended and increased in scale for broader non-defense use. Defense
applications of wireless technologies also have evolved over the same time
period. The break-up of the Soviet Union has caused a de-emphasis on strategic
missions and a shift towards more localized tactical roles such as
peace-keeping, counter-terrorism, counter-insurgency and drug enforcement. These
missions create new demands for rapidly deployable, mobile connectivity. Overall
reductions in the defense budget have led to a numerically smaller, more
technologically-advanced force structure. As a result, defense networks
increasingly build around real-time transmission of
 
                                       26

<PAGE>   29
 
digital tactical data. Defense systems also are adopting and extending low cost
commercial technologies to meet their needs.
 
     There has been a constantly shifting flow of technology between government
and commercial network applications. Both government and commercial users
developed fixed-site, long-haul applications. The government pioneered mobile
satellite terminals, as well as non-geosynchronous, high power and extremely
high frequency satellites. Commercial users adopted elements of these
technologies for Low Earth Orbit ("LEO") mobile telephony and high-powered
Direct Broadcast Satellite ("DBS") television systems. Now government agencies
are planning to integrate these technologies into still more advanced military
networks. Often, companies with both government and commercial expertise have
facilitated such technology transitions.
 
     Commercial Applications.  The recent worldwide trend toward privatization
of public telephone operators and deregulation of local telephone ("local loop")
services has resulted in increased competition in the delivery of telephone
services from alternative access providers. Many of these new access providers,
such as long-distance telephone carriers, must install or upgrade infrastructure
to support basic and enhanced services. In addition, worldwide demand for basic
telephone service has grown, especially in developing countries. As new
infrastructure is established to deliver local telephone service, the technology
exists to provide cost-effective, satellite-based wireless transmission systems,
instead of a traditional wired approach, to connect subscribers to the public
telephone network.
 
     A growing segment of the wireless communications industry involves VSATs,
which are communications systems utilizing fixed-site satellite terminals.
Historically, these systems were primarily designed for certain specific data
applications. But recent improvements in VSAT technology for satellite-based
wireless voice and data networks have led to their increasing use in a variety
of broader, higher system throughput commercial applications such as mobile and
rural telephony and more complicated data transmissions. Satellite telephony
systems are being utilized by developing countries that lack a terrestrial-based
telecommunication infrastructure, and which seek to provide telephone service
for large areas fairly rapidly and on a cost-effective basis. Additionally, even
where terrestrial systems exist, satellite systems are used to fill in coverage
for remote areas.
 
     Evolution of VSAT Technology.  The commercial VSAT business began with U.S.
customers who operated large, sophisticated private terrestrial networks using
TDM/TDMA technology. Customers such as chain retailers, hotels and auto dealers
operated private data networks with hundreds or thousands of sites and a high
flow of transactions from remote terminals to host mainframe computers for
credit card validations, point-of-sale data collection, reservations or similar
applications. Customers who used VSATs for data networking still relied on
terrestrial providers for telephone service and possibly other
telecommunications needs for their sites. Sales of such VSAT systems are often
quite sensitive to prices from telephone carriers for equivalent packet
transaction services. Users with large networks generally are the only ones who
can justify the significant one-time cost of a VSAT network management hub.
 
   
     TDM/TDMA technology, while more established than DAMA technology, features
a "hub and spoke" architecture which requires all transmissions to be routed
through a central hub and is most useful for remote to mainframe network
connections. Remote-to-remote TDM/TDMA connections require two satellite hops.
DAMA is better suited for remote-to-remote connections than TDM/TDMA because the
voice quality is better and DAMA networks use expensive satellite transponders
more efficiently. DAMA satellite technology allows individual subscribers to
request links on demand directly to any other subscriber with a single satellite
hop. DAMA allows users to make exactly the connections needed, lasting only for
the duration of a voice call, fax, electronic mail or digital file transfer.
DAMA technology has been under development for many years by the DOD to serve
large networks of fixed and mobile subscribers sharing a limited amount of
satellite capacity, but is only recently being deployed in significant
quantities by the DOD.
    
 
   
     The Company believes the opportunities for government and commercial ground
station equipment sales are increasing. The government is investing over $1.0
billion over several years in the UHF space segment alone for tactical
communications. DAMA is applicable to several different satellite bands,
including government UHF and SHF and commercial C, K(u) and K(a) bands. DAMA is
also being required by
    
 
                                       27

<PAGE>   30
 
commercial customers who believe that it is better suited for their applications
than the earlier VSAT technologies.
 
   
THE VIASAT ADVANTAGE
    
 
     In light of the limitations of the TDM/TDMA architecture, and the magnitude
of the potential market for primary telecommunications services compared to the
more limited market for data transaction services, ViaSat believes that DAMA
networks will better serve the emerging international market for VSAT, voice and
data services. Virtually all of the VSAT equipment makers are now adding DAMA
products to their line of products. This represents a discontinuity in the VSAT
market. VSAT vendors are now developing new transmission waveforms, multiple
access techniques, DAMA protocols, DAMA control software, subscriber terminals
and interface protocols to support the targeted applications (voice, fax,
dial-up data, video conferencing or others), which creates an opportunity for
new equipment suppliers such as the Company.
 
     The Company believes that its DAMA-based products have technological
advantages over competing DAMA products in offering practical solutions for
telecommunications applications through several means:
 
     Flexibility
 
          Since communications networks are evolving so quickly, a system such
     as the Company's that can be easily extended and configured has a
     competitive advantage.
 
   
        - REAL-TIME DIGITAL SIGNAL PROCESSING FIRMWARE.  The Company's
          technology involves extensive use of real-time digital signal
          processing firmware to implement both signal processing and DAMA
          networking protocol functions. This approach was developed and proven
          under several government programs, especially UHF DAMA. The Company
          believes that digital signal processing firmware offers great
          flexibility in adding new features, because it allows modification
          without more expensive hardware changes, and that product costs should
          decrease if prices of Texas Instruments digital signal processing
          chips and associated peripherals continue to decline. The Company's
          digital signal processing design allows common hardware to be applied
          to both government and commercial markets.
    
 
        - WINDOWS NT(TM)-BASED NETWORK CONTROL.  ViaSat believes that it is the
          only company using an Intel PC/Windows NT(TM) computer platform for
          its network control system. Most vendors still use Unix platforms.
          ViaSat developed and proved Windows NT(TM) as a viable network control
          platform under government funded UHF and SHF DAMA programs. Windows
          NT(TM) has several advantages which the Company believes support its
          technical leadership position:
 
   
         -- True real-time multi-tasking, allowing many functions to be moved
            from specialized VSAT hardware into an industry-standard personal
            computer. Such functions can be developed more quickly and are more
            easily modified to support new communications applications and
            interfaces.
    
 
   
         -- Lower overall costs and faster time to market in terms of
            development hardware and software tools, a more readily available
            pool of experienced software engineers, lower recurring cost of
            network control computer platforms, less expensive networking and
            communications interfaces and lower operator training costs than
            Unix-based systems.
    
 
   
         -- DOD approved access-control is built directly into the
            network-controller computer operating system. This includes secure
            remote-access via many built-in communication paths. The Company
            believes computer security is essential technology for mission
            critical telecommunication tasks such as billing.
    
 
        - STANDARD VSAT PLATFORM.  ViaSat believes that it is the only company
          building on a standard "open systems" VSAT platform for commercial and
          SHF DAMA products. Open systems enable mix and match of satellite
          equipment and baseband terrestrial interfaces on a circuit by circuit
          basis. The architecture supports third party interface cards for
          faster time to market for specialized
 
                                       28

<PAGE>   31
 
          terrestrial interfaces. While open systems architecture does not offer
          the lowest possible manufacturing cost for any single fixed terminal
          configuration, it is consistent with two other strategic objectives:
          (i) rapid time to market by building on industry standard third-party
          hardware and software and (ii) flexibility to support a broad array of
          services and applications consistent with the Company's target
          distribution channels of service providers.
 
        - INTERNALLY-DEVELOPED TECHNOLOGY.  Many competing VSAT providers are
          primarily systems integrators with little internally-developed
          technology, particularly in the software and firmware areas. The
          Company believes its extensive internal technology development
          capability gives it an advantage in flexibility, time-to-market and
          product quality.
 
     Capacity
 
   
          ViaSat's narrow-spacing technology, developed during the course of its
     government DAMA contracts, results in less unused bandwidth between voice
     channels than other DAMA systems, and this, along with more precise
     power-usage control software, allows ViaSat's DAMA products to achieve up
     to 50% greater satellite capacity than competing DAMA systems. For example,
     the ViaSat DAMA system can space toll-quality voice carriers 14 kHz apart,
     compared to 20 kHz for competing systems.
    
 
     Certification
 
   
          ViaSat believes it is currently the only provider of DAMA products
     which has received certification from the U.S. government that one of its
     DAMA products meets the required military specifications for 5 kHz products
     in accordance with MIL-STD 188-182. The rigorous military certification
     process may take up to several months to complete.
    
 
STRATEGY
 
     ViaSat's objective is to become a leading developer and supplier of
DAMA-based products to commercial markets and to retain a leadership position in
developing and supplying DAMA-based products to the government market. The
Company's strategy incorporates the following key elements:
 
     Maintain and Enhance Technology Leadership Position.  The Company's
strategy is to maintain and enhance its leadership position in DAMA-based
satellite technology by continuing its participation in selected DOD programs
involving networking technology and other related real-time signal processing
and networking software. The Company is also investing in proprietary research
for commercial applications. The Company's objective is to continue to offer
high-performance, software-oriented products which provide the most effective
use of satellite power and bandwidth as well as offering the most flexible
platform for continued growth.
 
   
     Leverage Technological Expertise into Commercial Markets.  The Company's
strategy is to continue using its technological expertise developed in defense
applications to develop and market products to respond to the increasing demand
for DAMA-based VSAT solutions for commercial voice and data applications. The
Company is targeting commercial markets which it believes will offer high growth
potential and where it believes ViaSat's technology will have competitive
advantages, such as rural telephony, alternative carrier access and
Internet/Intranet access by satellite to multiple servers. The Company believes
its products are competitive largely because of their technological advantages
over competing products. The Company's strategy is to capitalize on these
technological advantages by utilizing a "cost of ownership" marketing approach
that emphasizes the overall lower cost to customers over the operating life of
the Company's products because of the products' adaptability and more efficient
use of limited satellite capacity.
    
 
     Develop Broad Base of Innovative Proprietary Products.  The Company's
strategy is to continue to develop and market to both defense and commercial
customers a broad variety of signal processing and networking software products.
The Company has over 150 research engineers on staff and emphasizes offering
technologically-superior products. The Company generally retains certain
proprietary rights from the government-funded research and development of its
defense products and is also devoting a significant amount of its own resources
to independent product development.
 
                                       29

<PAGE>   32
 
   
     Develop Strategic Alliances.  The Company's strategy is to develop
strategic alliances with leading prime defense contractors and major
international telecommunications companies and equipment suppliers. The Company
targets those companies whose financial and technological resources and
established customer bases allow them to jointly introduce new technologies and
penetrate new markets sooner and at a lower cost than the Company could alone.
The Company has entered into strategic alliances with defense companies, such as
Hughes Defense Communications and Lockheed Martin, and commercial
telecommunications companies, such as AT&T Tridom, Hutchison Telecommunications
and HCL Comnet.
    
 
     Establish Global Presence.  The Company's strategy is to develop its
products so that they may be marketed and used throughout the world. The Company
is a market leader in DAMA-based defense products for the United States and its
allies. The Company believes that the commercial market opportunities for the
Company's products are greater internationally. The Company believes its focus
on meeting applicable international communication standards and establishing key
international strategic alliances will enable it to effectively penetrate
foreign markets.
 
   
     Address Rural Telephony Market.  The Company believes there is a
substantial unmet demand for rural telephony services, especially in developing
countries. The Company's strategy is to capitalize on its networking software
expertise to develop technology for establishing regional rural telephony
network infrastructures of strategically located VSAT terminals capable of
handling multiple satellite telephone calls ("Point-of-Entry Terminals"). The
Company believes such an infrastructure would have a competitive advantage over
a single Point-of-Entry system by minimizing the ground transmission cost of
each satellite telephone call by permitting such calls to enter the Public
Switched Telephone Network (PSTN) through the Point-of-Entry Terminal closest to
the call's destination. The Company's strategy also includes seeking
partnerships with regional and local service providers to create distribution
channels for rural telephony infrastructures and to provide related retail
distribution services, including sales of Company-designed subscriber terminals,
installation and maintenance, as well as customer service, billing and revenue
collection. To this end, the Company has recently entered into a contract with
Hutchison Telecommunications for satellite telephony equipment which can serve
as rural telephony infrastructure.
    
 
TECHNOLOGY
 
     The Company's VSAT technology is focused on DAMA which allows individual
subscribers to request links on demand to any other subscriber through one
satellite hop. TDM/TDMA technology, while more established than DAMA technology,
features a "hub and spoke" architecture which requires all transmissions to be
routed through a central hub and is most useful for remote to mainframe network
connections. Remote-to-remote TDM/TDMA connections require two satellite hops.
DAMA is better suited for remote-to-remote connections than TDM/TDMA because the
voice quality is better and DAMA networks use expensive satellite transponders
more efficiently.
 
   
     DAMA technology has been under development for many years by the DOD, but
is only recently being deployed in significant quantities. DAMA is applicable to
several different satellite bands, including government UHF and SHF and
commercial C, K(u) and K(a) bands. A major objective for the DOD is to improve
capacity of extremely expensive government-owned satellite transponders. The
government expects DAMA to increase capacity for UHF tactical users by as much
as a factor of ten, depending on the application and traffic usage, compared to
dedicated non-DAMA links.
    
 
     A DAMA system consists of (i) a set of subscribers with DAMA-capable
terminals, (ii) a network management terminal which orchestrates access to a
shared satellite resource, and (iii) satellite transponder capacity managed by
the network controller and shared by subscribers. DAMA subscribers use
networking protocols to interact with the controller and each other. The essence
of DAMA is that the network controller allocates a shared satellite resource to
a particular combination of subscribers only when they request it, and then
terminates the connection when they are finished.
 
     DAMA protocols may be either "open" or "proprietary." Open standards are
published so that multiple manufacturers can develop equipment that works
together. The DOD has designated two different open DAMA standards defining
over-the-air interfaces for narrowband UHF satellite communications channels.
 
                                       30

<PAGE>   33
 
   
MIL-STD 188-182 defines an interoperable waveform for channels with 5 kHz
bandwidth, and MIL-STD 188-183 defines the 25 kHz channel waveform. The DOD is
currently defining open standards for SHF channels and for government DAMA use
of commercial C and K(u) band transponders. There are no widely accepted
commercial open DAMA standards, and no open standards have evolved for TDM/TDMA
VSATs.
    
 
     DAMA vs. TDM/TDMA.  DAMA is being sought by customers who see that it is a
better fit than TDM/TDMA VSATs for non-transaction applications such as voice
and fax. The principal limitations of TDM/TDMA for non-transaction applications
are:
 
     Capacity Limitations and Costs
 
        - The TDM/TDMA hub and spoke architecture is primarily designed for
          rapid service for sporadic, short, burst transactions between a remote
          site and a mainframe computer. The hubs typically only support a
          maximum instantaneous aggregate data rate of 256 kbps to approximately
          1 Mbps divided among the entire subscriber population (often several
          thousand terminals). This is a severe bottleneck for sustained
          circuit-type services like telephony, fax or peer-to-peer file
          transfers, which often dominate when the VSAT becomes the primary
          communication means for a site, as in telephony uses. In contrast, a
          comparable DAMA system has a much higher aggregate capacity. For small
          networks the TDM/TDMA hub performance is not a capacity bottleneck,
          but the typical hub price of approximately $1.0 million, amortized
          over a small number of subscribers, is usually prohibitively
          expensive. The equipment cost for a comparable DAMA system for voice
          use, in contrast, would be significantly less.
 
     Transmission Time
 
        - The hub and spoke architecture requires all calls (voice or data)
          between two remote nodes to be routed through the hub. This causes
          each call to traverse two separate satellite hops in each direction
          (remote A-to-satellite-to-hub and then hub-to-satellite-to-remote B,
          with the return path from remote B to remote A also traversing two
          satellite hops). The additional time delay due to the extra satellite
          hops is striking for voice communications and is unacceptable to many
          users. Plus, the two satellite hops consume more expensive transponder
          resources per call than a single hop DAMA connection.
 
     DAMA vs. Dedicated SCPC.  In contrast to DAMA, which allows individual
subscribers to request links to other subscribers on demand, dedicated Single
Channel Per Carrier ("SCPC")-based systems maintain dedicated, unswitched links
between subscribers, such as for long distance trunk lines. Dedicated links
provide high quality transmissions, but only between particular subscriber sets.
In order to provide connections among many sites, an SCPC-based system would
require a dedicated link between each subscriber and each other subscriber,
which would be prohibitively expensive. As a result, DAMA is a much more
attractive solution for managing large numbers of network subscribers, as DAMA
provides transmissions of equally high quality, without restricting the
subscribers' ability to establish links on demand to any other subscriber.
 
     Mobile Satellite vs. Fixed-site DAMA.  The obvious advantage of commercial
mobile satellite systems, such as Iridium(TM) and GlobalStar(TM), is that they
allow subscribers to be mobile. A mobile satellite terminal can be used by
either a mobile or a fixed subscriber, while a fixed terminal cannot be used by
a mobile subscriber. However, in order to gain mobility, mobile terminals employ
an omni-directional antenna which operates at lower frequencies and provides
less bandwidth than is available in the fixed-site DAMA satellite bands. Less
bandwidth corresponds to less capacity and fewer voice circuits. Also, mobile
satellite systems typically require a greater investment in unique space-based
satellite resources than fixed-site DAMA systems which use existing capacity on
general purpose communication satellites. The combination of lower capacity plus
higher capital investments means that mobile service providers are projecting
per-minute service costs that are five to ten times higher than that possible
through fixed-site DAMA-based systems. Therefore, the Company believes that
customers who require satellite telephony services at fixed locations will find
fixed-site DAMA services to be much more economical than using mobile satellite
phones -- even if they already own mobile satellite phones for mobile use.
 
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<PAGE>   34
 
     Non-DAMA Technology.  The Company offers products outside of DAMA and
satellite communications that benefit from the Company's wireless networking
software and related technology. Important non-DAMA applications include:
 
        - Spread spectrum digital radios for real-time tactical data networks
          among ground and airborne users. The JTIDS (Joint Tactical Information
          Distribution System) radio builds on the Company's software, firmware
          and hardware technology. The government is investing in "digitized
          battlefield" communications in an effort to obtain greater
          effectiveness from expensive tactical aircraft.
 
   
        - Information security modules that encrypt classified information that
          can be broadcasted and routed across unclassified wired or wireless
          networks. This technology allows the government to make better use of
          commercial networks for securely transmitting classified information.
    
 
        - Equipment that tests wireless receivers in the presence of complex,
          simulated radio wave environments. This technology allows the
          government to thoroughly test sophisticated airborne radio equipment
          without expensive flight exercises.
 
GOVERNMENT MARKETS, PRODUCTS AND CUSTOMERS
 
     Government Markets
 
     The Company believes it has an opportunity to build on its government DAMA
technology, software, hardware design and manufacturing base to capture
significant revenues in the government markets.
 
   
     UHF DAMA Markets.  The Company is considered a leader in the UHF DAMA
market. The Company believes its DAMA manpack subcontract is the largest
outstanding DAMA contract in terms of quantity of units sold. The Company also
believes that it was the first to develop and market a stand-alone airborne DAMA
modem. The DOD requires all UHF satellite communications terminals to meet open
DAMA standards. This mandate has helped stimulate the UHF DAMA market. ViaSat is
active in the following business segments:
    
 
   
        - UHF DAMA NETWORK CONTROL INFRASTRUCTURE.  As of September 30, 1996,
          ViaSat had over $30.0 million in contracts with the U.S. Air Force for
          an initial network control system. This includes development,
          production, installation and support for four global sites. Each site
          serves as a primary controller for seven channels and as an alternate
          for seven channels. Each satellite has 38 channels, offering a
          potential market for additional production, installation and support
          services.
    
 
   
        - MANPACK TERMINALS.  ViaSat has a contract with Hughes Defense
          Communications for over 3,000 DAMA modems for manpacks. The contract
          has options which allow the DOD in its discretion to purchase up to an
          additional 4,000 of such modems. As of September 30, 1996, the funded
          contract value was $16.8 million, which did not include options of
          $20.9 million.
    
 
        - AIRBORNE DAMA TERMINALS.  The 5 kHz channel DAMA protocols were
          designed to support U.S. Air Force aircraft. The U.S. Navy is also a
          major user of airborne UHF terminals. ViaSat equipment has been
          designed into a number of platforms, including P-3, S-3, Air Force
          One, EP-3, ES-3, Tomahawk cruise missiles and others.
 
        - INTERNATIONAL UHF DAMA MARKET.  Cooperative efforts among multiple
          nations, such as in the Gulf War and Bosnia, require that allies have
          a standard communications platform. There are requirements for some
          units of NATO and other allies to have UHF DAMA capable satellite
          terminals.
 
     The Company's strategy includes actively working to expand the UHF DAMA
market as a whole, while sustaining its leading market share. Increasing the
market means extending UHF satellite communications capability to new users. UHF
satellite communications access and market size is limited in the following
ways:
 
        - AVAILABILITY OF SATELLITE CAPACITY.  Without DAMA, many users are
          denied access because higher priorities consume all channels. DAMA
          expands capacity. The Company anticipates
 
                                       32

<PAGE>   35
 
   
          increases in the UHF market, versus pre-DAMA levels, over the next
          seven years due to pent-up demand for service.
    
 
        - EQUIPMENT SIZE AND WEIGHT.  Most users are mobile and thus size and
          weight sensitive. They carry equipment in back-packs, or airframes
          where communication gear displaces weapons or mission critical
          payloads. Easier to carry, smaller, lighter equipment may expand the
          market beyond a core group who require DAMA to complete their mission.
 
        - EQUIPMENT PRICE.  The Company believes that the UHF DAMA market can
          expand by reducing the price of DAMA equipment. Embedded DAMA radios
          are less expensive than stand-alone models, and offer reduced size and
          weight.
 
        - IMPROVED DAMA SUBSCRIBER SERVICES.  The current DAMA system is a data
          "pipe." The Company anticipates that demand for DAMA can grow by
          increasing the value of the content sent over the pipes. Several areas
          are being explored, including improved secure voice quality, increased
          message routing capability, higher data rates and improved service
          set-up times.
 
   
        - DAMA SIGNAL PROCESSING.  Airborne DAMA is currently limited to large,
          slow aircraft for surveillance, airlift, command and control, or
          similar missions. High performance aircraft are excluded because
          current satellite communications antennas degrade mission performance
          or safety. A promising solution is to use low profile, conformal
          antennas with active antenna combiners. The Company has a contract for
          such active antenna combiners with Lockheed Martin which, if
          successful, opens the possibility of extending the UHF DAMA market to
          high performance aircraft, potentially resulting in an increase of up
          to 100% in the airborne DAMA market.
    
 
     ViaSat is also applying the market expansion strategy to its Advanced Data
Controller ("ADC") products. ADC conforms to MIL-STD 188-184 for packet
processing. It provides error-free data transmission over noisy channels. ADC
works for terrestrial and satellite communications wireless links. The Company
is working to reduce size, weight and price for ADC products, and potentially
licensing other manufacturers to embed ViaSat's ADC digital signal processing
firmware directly into their radios.
 
   
     Tri-band DAMA Markets.  The U.S. government is a major consumer of leased
commercial satellite capacity in the C and K(u) bands. Since satellite
availability is limited, the government has specified the purchase of "tri-band"
terminals (i.e., terminals which can operate on any of three bands, SHF (X
band), C or K(u) band). This makes it easier for subscribers to use available
capacity in any band, as a function of time and location. The government
established the Commercial Satellite Communications Initiative program to
manage:
    
 
        - Long term leases for commercial satellite transponders.
 
        - Contracts to purchase tri-band satellite terminals.
 
        - Bandwidth Management Centers to act as network controllers for the
          tri-band terminals.
 
   
     The DOD is defining an "open" standard for DAMA in SHF and commercial
satellite bands. The government owns and operates the Defense Satellite
Communication System constellation at SHF. Bandwidth at SHF is much greater than
at UHF -- over 200 MHz per satellite compared to less than 2 MHz at UHF. Still,
SHF capacity is insufficient and could be improved via DAMA. More effective SHF
use should reduce the government's monthly lease on commercial satellites used
for overflow. The potential market for SHF DAMA capable terminals may be as
large as that for UHF DAMA terminals.
    
 
     Extending DAMA to commercial satellites vastly increases the bandwidth
available for government users. Increased bandwidth should support many more
terminals, increasing the potential DAMA user equipment market.
 
     In 1994, ViaSat was awarded a $2.0 million contract by the U.S. Air Force
for prototype demonstration of a draft SHF DAMA standard. This contract is still
underway. In February 1996, the Company delivered and installed equipment which
performs many, but not all, of the protocols in the draft. The DOD has not yet
 
                                       33

<PAGE>   36
 
designated a final version of SHF DAMA, nor has the DOD yet issued a mandate for
DAMA in SHF terminals.
 
     The government tri-band DAMA market is very immature. This market will
likely not grow substantially until the DOD adopts a final standard and mandates
its use. However, there can be no assurance that the Company's products will be
procured by the government or prime contractors, even if a final standard
similar to the draft version is adopted. The Company is working to position its
SHF DAMA products through participation in government-industry standards working
groups and by providing proof-of-concept equipment through an existing SHF DAMA
contract with the U.S. Air Force. ViaSat also has been working with terminal
manufacturers to help ensure that its DAMA equipment integrates easily into
their products. Finally, the Company is working to maintain a prudent level of
commonality between the government and commercial DAMA modem platforms. The
benefit of commonality is that the larger commercial market offers economies of
scale that reduce manufacturing costs for the smaller government market. There
is a potential disadvantage if unique government product requirements increase
the cost of commercial products. The Company considers issues arising from this
trade-off on a case-by-case basis.
 
     Government Products
 
     ViaSat's DAMA products for the government market include:
 
   
        - EMUT (ENHANCED MANPACK UHF TERMINAL) is a battery-operated UHF
          satellite radio which Hughes Defense Communications builds for the
          U.S. Army. ViaSat provides a DAMA modem to Hughes under subcontract.
          EMUT is used to send encrypted voice, electronic mail, fax or other
          data via satellite. The DAMA modem allows the operator to
          automatically request a portion of a satellite channel to a selected
          destination whenever the operator asks to send a message or make a
          call. The EMUT radio, combined with a portable satellite antenna, can
          be used to make a secure voice or data call almost anywhere in the
          world.
    
 
        - INCS (INITIAL NETWORK CONTROL SYSTEM) is the DAMA network management
          system for the U.S. Air Force. There are four sites worldwide (Guam,
          Hawaii, Naples and Virginia) that manage automatic DAMA access to 5
          kHz band with UHF satellite channels. The network control computer
          automatically allocates satellite resources to subscriber terminals
          (such as EMUT) whenever a subscriber requests a voice or data service.
          The INCS also keeps track of which satellite terminals are active, how
          much capacity is used and how much is available. ViaSat designs,
          installs and supports the whole system at each site.
 
        - VM-200 (ALSO CALLED MD-1324) is ViaSat's stand-alone UHF DAMA modem
          product. The modem can be used with many UHF satellite radios having
          an industry standard 70 MHz interface. The VM-200 enables a satellite
          radio to connect to a DAMA network. VM-200 modems also are used in the
          INCS to communicate with subscribers. The modems connect to external
          voice coders, computers or encryption equipment and provide network
          access for those devices.
 
     ViaSat's other government wireless networking products include:
 
        - JTIDS (JOINT TACTICAL INFORMATION DISTRIBUTION SYSTEM) is an anti-jam
          radio and message protocol standard for communicating real-time data
          among aircraft and ground units. It connects to sensors (like radar),
          computers, and targeting systems and provides information used for
          navigation, target identification, tracking and fire control. JTIDS is
          currently used as the wireless communication system for "digital
          battlefields." It allows individual fighter planes to obtain a broad
          view of the battlefield that is synthesized based on many different
          views from many different participants.
 
        - CES/JCS (COMMUNICATION ENVIRONMENT SIMULATOR/JOINT COMMUNICATION
          SIMULATOR) is used to simulate a realistic radio environment which can
          be used to test how well surveillance or other radio systems work in
          the presence of various and changing signals. It can simulate friendly
          military signals, neutral signals, commercial signals and enemy
          signals. The government uses the
 
                                       34

<PAGE>   37
 
          simulated total environment to verify that a system under test can
          correctly analyze specific target signals within a complicated and
          cluttered composite signal.
 
        - EIP (EMBEDDABLE INFOSEC PRODUCT) is a plug-in module that encrypts
          classified information so that it can be broadcast over wireless
          systems (terrestrial or satellite) or sent over unclassified
          wirelines. EIP is unique because it can work for packet data systems
          instead of on circuits. For instance, EIP can encrypt information for
          the Internet (or government equivalents). EIP also can separate the
          addressing and routing information from a packet and allow such
          information to remain unencrypted so that the network can correctly
          route the packet to its destination.
 
        - ADC (ADVANCED DATA CONTROLLER) is a packet processing system which
          provides error-free data transmission over noisy channels. ADC works
          for terrestrial and satellite communications wireless lines.
 
     Government Customers
 
     The Company's major customers in the government DAMA market include:
 
   
        - Hughes Defense Communications is the customer for the EMUT DAMA modem.
          Approximately 26.5% of the Company's revenues in the first six months
          of fiscal 1997 were derived from this contract. Hughes is also a
          customer for the Tomahawk Baseline Improvement Program which includes
          adding a UHF DAMA satellite link to Tomahawk cruise missiles.
    
 
        - The U.S. Air Force Electronics System Center ("ESC") is the customer
          for the 5 kHz UHF DAMA Global Initial Network Control System. ESC also
          procures stand-alone DAMA modems and Control/Indicators for various
          Air Force user agencies.
 
        - Lockheed Martin is the customer for the VM-200 under the
          Communications Improvement Program.
 
   
        - Lockheed Martin is the customer for the airborne DAMA-capable UHF
          satellite communications antenna combiner.
    
 
        - The U.S. Air Force Rome Labs has entered into a contract with the
          Company for SHF and tri-band DAMA development and production.
 
        - The Company also has entered into a number of smaller contracts with
          the DOD for UHF DAMA and ADC satellite equipment.
 
     The Company's major government customers for other wireless networking
products include:
 
   
        - Lockheed Martin, the U.S. Air Force and Logicon Tactical Systems
          Division are the customers for JTIDS.
    
 
        - The U.S. Navy and U.S. Air Force are the customers for CES/JCS.
 
        - The U.S. Navy is the customer for EIP.
 
COMMERCIAL MARKETS, PRODUCTS AND CUSTOMERS
 
     Commercial Markets
 
     DAMA technology is increasingly being used in emerging commercial
telecommunications markets. In contrast to "pre-assigned" or "hub and spoke"
satellite networks, DAMA is well suited to primary "circuit-oriented"
telecommunication because it routes connections in real-time on a call-by-call
basis from any subscriber to any other subscriber with only one satellite hop.
See "-- Industry Background" and "-- Technology." DAMA commercial markets can be
segmented as follows:
 
        - TURN-KEY PRIVATE NETWORK EQUIPMENT SALES for corporations and
          government agencies in developing nations. These customers require
          voice and/or data services. Users manage their own networks and/or
          contract for management services. They lease satellite capacity in
          bulk. DAMA
 
                                       35

<PAGE>   38
 
          equipment is selected based primarily on purchase and operating costs
          for specific needs. Customers typically need to operate ten or more
          sites for a turn-key private network to be economical.
 
        - "SHARED HUB" PRIVATE NETWORK SERVICE PROVIDERS.  Customers with small
          networks may use a satellite service provider. The provider purchases
          a DAMA network and obtains transponder capacity at wholesale rates.
          The provider manages small "virtual" nets for its customers. Customers
          buy capacity from the provider at retail daily, hourly or minute
          rates. Service providers have different priorities than turn-key
          operators. Breadth and depth of service offerings are more important
          to providers since they must attract a broad base of customers. DAMA
          terminals must support a range of telephone and data equipment.
          Providers generally prefer flexible user terminal configurations to
          meet varying customer needs. They profit from the spread between
          wholesale transponder lease costs and retail minute prices, so DAMA
          performance is important. Efficiency advantages (measured, for
          example, by voice circuits per unit bandwidth) can offset a higher
          initial terminal purchase price over the term of a service contract.
 
        - PUBLIC NETWORK CARRIER SERVICE PROVIDERS.  Many telecommunications
          carriers use satellite links as part of their long distance networks.
          However, the satellite segment usually consists of a pre-planned link
          establishing a particular geographic connection at a fixed capacity. A
          satellite DAMA network can reduce costs for independent carriers by
          bypassing transit switching charges through a telecommunications hub
          city. Satellite DAMA can serve as either a primary link or as a
          back-up when terrestrial links are congested. DAMA satellite
          technology provides an economical secondary connection because the
          satellite pool of trunk lines can be quickly applied to any of the
          primary terrestrial routes. The DAMA network's ability to reach many
          different destinations offers a competitive advantage to a DAMA
          operator whose business is selling wholesale minutes of long distance
          service to national or regional carriers.
 
        - PUBLIC NETWORK "LOCAL LOOP" SUBSCRIBER SERVICE PROVIDERS.  Subscriber
          services differ from the carrier services in that there is a local
          loop interface between the DAMA satellite switch and a subscriber
          telephone. This allows a subscriber with a small VSAT terminal to
          connect directly into the public switched telephone network by using a
          single dial-tone to call to other satellite subscribers or to
          terrestrial phones through national (and/or international) switches.
          While the Company believes the local loop subscriber service has, by
          far, the greatest potential market volume for equipment manufacturers
          and also represents the greatest opportunity for service providers,
          there are numerous technical, regulatory and business management
          hurdles to implementing this service.
 
     Commercial Products
 
     STARWIRE(TM) is a satellite networking system consisting of two major
elements, a network control system and a subscriber terminal. The network
control system sends and receives messages over the satellite, while the
subscriber terminal switches all user interface ports (voice and data)
individually and connects them call-by-call to an available satellite modem.
StarWire(TM) provides toll-quality voice circuits on a demand basis, efficiently
sharing satellite resources and thereby reducing costs to the end-user and the
network service provider.
 
     StarWire(TM) products include:
 
        - AURORA TERMINAL is a ten slot rack mountable chassis configured with
          one VMM-101 and one TIM-201 (described below). The terminal is
          expandable to six user traffic channels by inserting additional VMM
          modems and TIM modules. Expansion beyond six channels is possible by
          using additional Aurora chassis with VMM modems and TIM modules
          installed.
 
        - VMM-101 is a DAMA modem module designed for the Aurora. The VMM-101 is
          a single modem used for both user-data transmission and order-wire
          control channels.
 
                                       36

<PAGE>   39
 
        - TIM-201 is a dual channel voice encoder/decoder module designed for
          the Aurora. The TIM-201 has a fax modem on board, along with an
          integrated echo canceller.
 
        - TMC-101 is a terminal monitor and control card designed for the
          Aurora. The "EIP" version has an integrated LAN Ethernet port and
          supports multiple daughter-cards for data communications and
          additional external equipment control support.
 
        - STARWIRE(TM) NETWORK CONTROL TERMINAL (NCT) is a ten slot rack
          mountable Aurora chassis with one Network Control Computer (NCC)
          interface card and two VMM-101 modems (operating as DAMA system
          control channel modems).
 
        - STARWIRE(TM) DAMA NETWORK CONTROL SOFTWARE (NCS) provides the
          real-time network control and monitoring functions of the StarWire(TM)
          DAMA networking system. The NCS software acts as a switch to route
          calls through the network. In addition, the StarWire(TM) NCS monitors
          all aspects of system operation as well as collecting historical
          information about calls and maintaining detailed call records for
          billing purposes.
 
        - STARWIRE(TM) NETWORK CONTROL COMPUTER (NCC) is computing and
          networking equipment designed to support the operation of the NCS
          software. The non-redundant configuration (NCC-100) provides for one
          operator workstation/server, Ethernet interface, Windows NT(TM)
          operating system and back-up media. The redundant configuration
          (NCC-200) provides two operator workstations/servers, Ethernet adapter
          cards, Windows NT(TM) operating system and back-up media.
 
        - EXTERNAL DEVICE INTERFACE DRIVER (EDID) supports third party modem and
          RF terminal equipment.
 
     Commercial Customers
 
   
     The Company is in the early stages of establishing sales for its
StarWire(TM) commercial DAMA product. Activities to date have primarily focused
on establishing distribution agreements with "in-country" service providers,
distributors and original equipment manufacturers ("OEMs"). The Company also has
delivered several test versions of the StarWire(TM) product for customer
evaluation and demonstration purposes. To date, the Company has received
purchase orders from its commercial customers to purchase approximately $2.9
million, and commitments to purchase an additional $1.3 million, of its
products. The Company's major customers in the commercial DAMA market include:
    
 
   
        - AT&T Tridom -- AT&T Tridom has the second largest VSAT revenues
          (counting equipment and services) in the United States. AT&T Tridom
          selected ViaSat as the private label manufacturer of an AT&T Tridom
          "Clearlink"-labeled DAMA VSAT product through competitive bids. AT&T
          Tridom has taken delivery of two test systems, one of which is
          installed at a customer site in Indonesia.
    
 
   
        - HCL Comnet -- HCL Comnet, located in India, operates the largest
          single VSAT network in India for the national stock exchange. HCL
          Comnet selected ViaSat's StarWire(TM) system for HCL Comnet's DAMA
          private network products and services. ViaSat's contract with HCL
          Comnet provides that HCL Comnet must use ViaSat as its exclusive
          supplier of DAMA networks and that ViaSat may not supply DAMA networks
          to any other India-based company, although ViaSat may supply such
          networks to companies based in other areas which provide VSAT services
          in India. HCL Comnet has placed an order for initial production
          systems.
    
 
   
        - Hutchison Telecommunications -- ViaSat and Hutchison
          Telecommunications have recently entered into a contract for
          intranational and international carrier satellite telephony equipment.
          The contact also provides for advanced digital data capabilities for
          public and private networks. The contract was awarded after
          competition from many other DAMA vendors. Under the terms of the
          contract, Hutchison Telecommunications has the right to terminate the
          contract and, under certain circumstances, receive liquidated damages
          from the Company of up to approximately $275,000, as well as other
          damages. See "Risk Factors -- Development Contracts."
    
 
                                       37

<PAGE>   40
 
        - ViaSat also has executed distribution agreements and purchase
          contracts with companies operating VSAT networks in Mexico, the
          Caribbean, South America and other regions.
 
RESEARCH AND DEVELOPMENT
 
   
     The Company believes that its future success depends on its ability to
adapt to the rapidly changing satellite communications and related real-time
signal processing and networking software environment, and to continue to meet
its customers' needs. Therefore, the continued timely development and
introduction of new products is essential in maintaining its competitive
position. The Company develops most of its products in-house and currently has a
research and development staff which includes over 150 engineers. A significant
portion of the Company's research and development efforts in the defense
industry have generally been conducted in direct response to the specific
requirements of a customer's order and, accordingly, such amounts are included
in the cost of sales when incurred and the related funding (which includes a
profit component) is included in net revenues at such time. Revenues for funded
research and development during the fiscal years ended March 31, 1994, 1995 and
1996 and the six months ended September 30, 1996 were approximately $9.7
million, $20.7 million, $19.5 million and $11.6 million, respectively. In
addition, the Company invested $134,000, $788,000 and $2.8 million,
respectively, during the fiscal years ended March 31, 1994, 1995 and 1996 on
independent research and development, which is not directly funded by a third
party. Funded research and development contains a profit component and is
therefore not directly comparable to independent research and development. As a
government contractor, the Company also is able to recover a portion of its
independent research and development expenses, consisting primarily of salaries
and other personnel-related expenses, supplies and prototype materials related
to research and development programs, pursuant to its government contracts.
    
 
     The Company has benefitted and continues to benefit from the SBIR program,
through which the government provides research and development funding for
companies with fewer than 500 employees. While the Company has already harvested
significant benefits from the SBIR program throughout the initial developmental
stages of its core technology base, the Company believes that its business,
financial condition and results of operations would not be materially adversely
affected if the Company were to lose its SBIR funding status. The Company plans
to leverage from this technology base to further develop products for commercial
applications.
 
MANUFACTURING
 
     The Company's manufacturing objective is to produce products that conform
to its specifications at the lowest possible manufacturing cost. The Company is
engaged in an effort to increase the standardization of its manufacturing
process in order to permit it to more fully utilize contract manufacturers. As
part of its program to reduce the cost of its manufacturing and to support an
increase in the volume of orders, the Company primarily utilizes contract
manufacturers in its manufacturing process. The Company conducts extensive
testing and quality control procedures for all products before they are
delivered to customers.
 
     The Company also relies on outside vendors to manufacture certain
components and subassemblies used in the production of the Company's products.
Certain components, subassemblies and services necessary for the manufacture of
the Company's products are obtained from a sole supplier or a limited group of
suppliers. In particular, Texas Instruments is a sole source supplier of digital
signal processing chips, which are critical components used by the Company in
substantially all of its products. The Company intends to reserve its limited
internal manufacturing capacity for new products and products manufactured in
accordance with a customer's custom specifications or expected delivery
schedule. Therefore, the Company's internal manufacturing capability for
standard products has been, and is expected to continue to be, very limited, and
the Company intends to rely on contract manufacturers for large scale
manufacturing. There can be no assurance that the Company's internal
manufacturing capacity and that of its contract manufacturers and suppliers will
be sufficient to fulfill the Company's orders in a timely manner. Failure to
manufacture, assemble and deliver products and meet customer demands on a timely
and cost effective basis could damage relationships with customers and have a
material adverse effect on the Company's business, financial condition and
operating results.
 
                                       38

<PAGE>   41
 
SALES AND MARKETING
 
     The Company markets its products to the DOD and to commercial customers
worldwide primarily through the Company's internal sales and marketing staff of
nine people. After the Company has identified key potential customers in its
market segments, the Company makes sales calls with its sales, management and
engineering personnel. Many of the companies entering the wireless
communications markets possess expertise in digital processing and wired systems
but relatively little experience in DAMA wireless transmission. In order to
promote widespread acceptance of its products and provide customers with support
for their wireless transmission needs, the Company's sales and engineering teams
work closely with its customers to develop tailored solutions to their wireless
transmission needs. The Company believes that its customer engineering support
provides it with a key competitive advantage.
 
   
     During the fiscal year ended March 31, 1996 and the six months ended
September 30, 1996, respectively, ViaSat sold products to approximately 42 and
26 customers of which DOD contracts accounted for approximately 97.5% and 99.1%
of total revenues.
    
 
BACKLOG
 
   
     At September 30, 1996, the Company had firm backlog of $43.5 million, of
which $40.1 million was funded, not including options of $26.9 million. Of the
$43.5 million in firm backlog, approximately $24.0 million is expected to be
delivered in the fiscal year ending March 31, 1997, $17.4 million is expected to
be delivered in the fiscal year ending March 31, 1998 and the balance is
expected to be delivered in the fiscal year ending March 31, 1999. The Company
had firm backlog of $28.7 million, not including options of $28.0 million, at
March 31, 1996, compared to firm backlog of $31.7 million, not including options
of $27.3 million, at March 31, 1995. The Company includes in its backlog only
those orders for which it has accepted purchase orders. However, backlog is not
necessarily indicative of future sales. A majority of the Company's backlog
scheduled for delivery can be terminated at the convenience of the government
since orders are often made substantially in advance of delivery, and the
Company's contracts typically provide that orders may be terminated with limited
or no penalties. In addition, purchase orders may set forth product
specifications that would require the Company to complete additional product
development. A failure to develop products meeting such specifications could
lead to a termination of the related purchase order.
    
 
   
     The backlog amounts as presented are comprised of funded and unfunded
components. Funded backlog represents the sum of contract amounts for which
funds have been specifically obligated by customers to contracts. Unfunded
backlog represents future contract or option amounts that customers may obligate
over the specified contract performance periods. The Company's customers
allocate funds for expenditures on long-term contracts on a periodic basis. The
Company is committed to produce products under its contracts to the extent funds
are provided. The funded component of the Company's backlog at September 30,
1996 was approximately $40.1 million, and the funded components of the Company's
backlog at March 31, 1995 and 1996 were $29.6 million and $26.3 million,
respectively. The ability of the Company to realize revenues from government
contracts in backlog is dependent upon adequate funding for such contracts.
Although funding of its government contracts is not within the Company's
control, the Company's experience indicates that actual contract fundings have
ultimately been approximately equal to the aggregate amounts of the contracts.
    
 
GOVERNMENT CONTRACTS
 
     A substantial portion of the Company's revenues are derived from contracts
and subcontracts with the DOD and other federal government agencies. Many of the
Company's contracts are competitively bid and awarded on the basis of technical
merit, personnel qualifications, experience and price. The Company also receives
some contract awards involving special technical capabilities on a negotiated,
noncompetitive basis due to the Company's unique technical capabilities in
special areas. Future revenues and income of the Company could be materially
affected by changes in procurement policies, a reduction in expenditures for the
products and services provided by the Company, and other risks generally
associated with federal government contracts. See "Risk Factors -- Dependence on
Defense Market" and "-- Government Regulations."
 
                                       39

<PAGE>   42
 
     The Company provides products under federal government contracts that
usually require performance over a period of one to five years. Long-term
contracts may be conditioned upon continued availability of Congressional
appropriations. Variances between anticipated budget and Congressional
appropriations may result in a delay, reduction or termination of such
contracts. Contractors often experience revenue uncertainties with respect to
available contract funding during the first quarter of the government's fiscal
year beginning October 1, until differences between budget requests and
appropriations are resolved.
 
   
     The Company's federal government contracts are performed under
cost-reimbursement contracts, time-and-materials contracts and fixed-price
contracts. Cost-reimbursement contracts provide for reimbursement of costs (to
the extent allowable, allocable and reasonable under Federal Acquisition
Regulations) and for payment of a fee. The fee may be either fixed by the
contract (cost-plus-fixed fee) or variable, based upon cost control, quality,
delivery and the customer's subjective evaluation of the work (cost-plus-award
fee). Under time-and-materials contracts, the Company receives a fixed amount by
labor category for services performed and is reimbursed (without fee) for the
cost of materials purchased to perform the contract. Under a fixed-price
contract, the Company agrees to perform certain work for a fixed price and,
accordingly, realizes the benefit or detriment to the extent that the actual
cost of performing the work differs from the contract price. Contract revenues
for the fiscal year ended March 31, 1996 and the six months ended September 30,
1996, respectively, were approximately 38.7% and 37.2% from cost-reimbursement
contracts, approximately 5.0% and 5.9% from time-and-materials contracts and
approximately 56.3% and 56.9% from fixed-price contracts. See "Risk
Factors -- Contract Profit Exposure."
    
 
     The Company's allowable federal government contract costs and fees are
subject to audit by the Defense Contract Audit Agency. Audits may result in
non-reimbursement of some contract costs and fees. While the government reserves
the right to conduct further audits, audits conducted for periods through fiscal
1994 have resulted in no material cost recovery disallowances for the Company.
 
     The Company's federal government contracts may be terminated, in whole or
in part, at the convenience of the government. If a termination for convenience
occurs, the government generally is obligated to pay the cost incurred by the
Company under the contract plus a pro rata fee based upon the work completed.
When the Company participates as a subcontractor, the Company is at risk if the
prime contractor does not perform its contract. Similarly, when the Company as a
prime contractor employs subcontractors, the Company is at risk if a
subcontractor does not perform its subcontract.
 
     Some of the Company's federal government contracts contain options which
are exercisable at the discretion of the customer. An option may extend the
period of performance for one or more years for additional consideration on
terms and conditions similar to those contained in the original contract. An
option may also increase the level of effort and assign new tasks to the
Company. In the Company's experience, options are usually exercised.
 
     The Company's eligibility to perform under its federal government contracts
requires the Company to maintain adequate security measures. The Company has
implemented security procedures which it believes are adequate to satisfy the
requirements of its federal government contracts.
 
GOVERNMENT REGULATIONS
 
   
     Certain of the Company's products are incorporated into wireless
telecommunications systems that are subject to regulation domestically by the
Federal Communications Commission and internationally by other government
agencies. Although the equipment operators and not the Company are responsible
for compliance with such regulations, regulatory changes, including changes in
the allocation of available frequency spectrum and in the military standards
which define the current networking environment, could materially adversely
affect the Company's operations by restricting development efforts by the
Company's customers, making current products obsolete or increasing the
opportunity for additional competition. Changes in, or the failure by the
Company to manufacture products in compliance with, applicable domestic and
international regulations could have a material adverse effect on the Company's
business, financial condition and results of operations. In addition, the
increasing demand for wireless telecommunications has exerted pressure on
regulatory bodies worldwide to adopt new standards for such products, generally
following extensive
    
 
                                       40

<PAGE>   43
 
investigation and deliberation over competing technologies. The delays inherent
in this governmental approval process have in the past caused and may in the
future cause the cancellation, postponement or rescheduling of the installation
of communication systems by the Company's customers, which in turn may have a
material adverse effect on the sale of products by the Company to such
customers.
 
   
     The Company is also subject to a variety of local, state and federal
governmental regulations relating to the storage, discharge, handling, emission,
generation, manufacture and disposal of toxic or other hazardous substances used
to manufacture the Company's products. The failure to comply with current or
future regulations could result in the imposition of substantial fines on the
Company, suspension of production, alteration of its manufacturing processes or
cessation of operations. To date, these regulations have not had a material
effect on the Company, as the Company has neither incurred significant costs to
maintain compliance nor to remedy past noncompliance.
    
 
   
     The Company believes that it operates its business in material compliance
with applicable government regulations. The Company is not aware of any pending
legislation which if enacted could have a material adverse effect on the
Company's business, financial condition and results of operations.
    
 
COMPETITION
 
     The markets for the Company's products and services are extremely
competitive, and the Company expects that competition will increase in such
markets. See "Risk Factors -- Competition." The Company faces intense
competition in both government and commercial wireless networking markets.
 
   
     Government DAMA Competition.  Competition in the government DAMA market
consists primarily of other companies offering DAMA capable modem, radio or
network control equipment that is compatible with the open MIL-STD protocols.
The government DAMA competitors are significantly larger companies than ViaSat
and include Titan Corporation, Rockwell International, Raytheon Corporation and
GEC (UK). The Company believes that it is well-positioned among these
competitors because of its significant backlog of DAMA modem orders, its market
lead time with respect to 5 kHz DAMA product certification and its participation
in both the network control and subscriber terminal markets.
    
 
     Government Non-DAMA Competition.  There is also intense competition in
other wireless networking markets. The JTIDS market, in particular, is dominated
by two very large competitors (Rockwell and GEC-Marconi). The Company believes
its strategic alliance with Lockheed Martin provides the Company with a relative
advantage because Lockheed Martin is the single largest government contractor
and is also a large potential customer, as it manufactures and upgrades many
aircraft that are candidates for JTIDS radios.
 
     The Company's simulation and test equipment and information security
products represent relatively new technologies in markets that are still small.
Most of the Company's competition in these markets stems from alternative
technologies that may or may not be applicable to any particular customer.
 
   
     Commercial DAMA Competition.  There is intense competition in the
commercial DAMA market from companies that have strong positions in the TDM/TDMA
VSAT business, as well as from other companies that seek to enter the VSAT
market using DAMA technology. Most of the leading TDM/TDMA VSAT companies are
offering DAMA products, including Hughes Network Systems, an affiliate of Hughes
Defense Communications (see "Risk Factors -- Dependence on Defense Market"),
Scientific Atlanta Inc., Gilat Satellite Networks Ltd., STM Wireless Inc. and
NEC. In addition, there are also other types of competing DAMA technologies
being developed.
    
 
     AT&T Tridom, which is one of the largest VSAT equipment and service
providers and which offers TDM/TDMA products, has entered into a strategic
alliance with the Company to sell the Company's products under an OEM agreement.
The Company believes that this may allow it to compete for customers seeking
hybrid TDM/TDMA and DAMA VSAT solutions.
 
     In different situations, DAMA products may be evaluated in comparison with
either TDM/TDMA technology, DAMA technology from other companies, dedicated SCPC
technology, mobile satellite technology or possibly terrestrial wireless
solutions. The Company believes that it has a good understanding of those
 
                                       41

<PAGE>   44
 
situations where DAMA systems in general, and its technology in particular,
offer the best overall value to its customers, and tends to focus its marketing
and selling efforts on those applications. DAMA technology is most attractive
for customers with telephone, fax or other circuit-oriented applications. DAMA
technology also allows networks to achieve much higher total capacity, with
better voice quality than TDM/TDMA networks.
 
     The Company seeks to establish strategic alliances with satellite service
providers which would most benefit from its particular technological advantages.
The Company has established such relationships with a few key companies,
including HCL Comnet in India. The Company believes that its products offer the
lowest total cost of ownership for service providers considering the flexibility
of its equipment, its transponder capacity advantages and the breadth of its
service offerings.
 
INTELLECTUAL PROPERTY
 
     The Company relies on a combination of trade secrets, copyrights,
trademarks, service marks and contractual rights to protect its intellectual
property. The Company attempts to protect its trade secrets and other
proprietary information through agreements with its customers, suppliers,
employees and consultants, and through other security measures. Although the
Company intends to protect its rights vigorously, there can be no assurance that
these measures will be successful. In addition, the laws of certain countries in
which the Company's products are or may be developed, manufactured or sold may
not protect the Company's products and intellectual property rights to the same
extent as the laws of the United States.
 
     While the Company's ability to compete may be affected by its ability to
protect its intellectual property, the Company believes that, because of the
rapid pace of technological change in the wireless personal communications
industry, its technical expertise and ability to introduce new products on a
timely basis will be more important in maintaining its competitive position than
protection of its intellectual property and that patent, trade secret and
copyright protections are important but must be supported by other factors such
as the expanding knowledge, ability and experience of the Company's personnel,
new product introductions and frequent product enhancements. Although the
Company continues to implement protective measures and intends to defend
vigorously its intellectual property rights, there can be no assurance that
these measures will be successful. See "Risk Factors -- Limited Protection of
the Company's Intellectual Property."
 
     There can be no assurance that third parties will not assert claims against
the Company with respect to existing and future products. In the event of
litigation to determine the validity of any third party's claims, such
litigation could result in significant expense to the Company and divert the
efforts of the Company's technical and management personnel, whether or not such
litigation is determined in favor of the Company. The wireless communications
industry has been subject to frequent litigation regarding patent and other
intellectual property rights. Leading companies and organizations in the
industry have numerous patents that protect their intellectual property rights
in these areas. In the event of an adverse result of any such litigation, the
Company could be required to expend significant resources to develop
non-infringing technology or to obtain licenses to the technology which is the
subject of the litigation. There can be no assurance that the Company would be
successful in such development or that any such license would be available on
commercially reasonable terms.
 
EMPLOYEES
 
   
     As of September 30, 1996, the Company had 257 employees (15 of which were
temporary employees), including over 150 in research and development, nine in
marketing and sales, 40 in production, and 53 in corporate, administration and
production coordination. The Company believes that its future prospects will
depend, in part, on its ability to continue to attract and retain skilled
engineering, marketing and management personnel, who are in great demand. In
particular, there is a limited supply of highly qualified engineers with
appropriate experience. See "Risk Factors -- Dependence on Key Personnel." Each
of the Company's employees is required to sign an Invention and Confidential
Disclosure Agreement upon joining the Company. Under such agreement, each
employee agrees that any inventions developed by such employee during the term
of employment are the exclusive property of the Company and that such employee
will not disclose or
    
 
                                       42

<PAGE>   45
 
use in any way information related to the Company's business or products, either
during the term of such employee's employment or at any time thereafter. The
Company currently employs over 150 engineers, including 75 engineers who have
masters degrees and seven engineers who have doctorate degrees. None of the
Company's employees are covered by a collective bargaining agreement and the
Company has never experienced any strike or work stoppage. The Company believes
that its relations with its employees are good.
 

PROPERTIES
 
   
     The Company's headquarters are located in an approximately 37,000 square
foot leased facility in Carlsbad, California. This facility houses the Company's
management, marketing and sales personnel. The lease for this facility
terminates in November 1998. The Company also leases another facility in
Carlsbad, California containing approximately 49,000 square feet for research
and development, application engineering and manufacturing coordination
activities. This lease terminates in August 1999 with options to renew for two
additional periods of two years each. In addition, the Company leases two
smaller sales facilities aggregating approximately 2,600 square feet located in
Boston, Massachusetts, and Melbourne, Florida. The Boston lease terminates in
May 1998 with an option to renew for one additional period of two years. The
Melbourne lease terminates in March 1997 with no renewal options. Annual leasing
costs of the Company totaled $387,000, $493,000 and $608,000 for the fiscal
years ended March 31, 1994, 1995 and 1996, respectively. The Company believes
that its existing facilities are adequate to meet its current needs and that
suitable additional or alternative space will be available on commercially
reasonable terms as needed.
    
 
LEGAL PROCEEDINGS
 
     The Company is not a party to any legal proceedings other than various
claims and lawsuits arising in the ordinary course of its business which, in the
opinion of the Company's management, are not individually or in the aggregate
material to its business.
 
                                       43

<PAGE>   46
 

                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
   
     The executive officers and directors of the Company, and their ages as of
September 30, 1996, are as follows:
    
 
   

<TABLE>
<CAPTION>
          NAME            AGE                          POSITION
- ------------------------  ---   ------------------------------------------------------
<S>                       <C>   <C>
                                Chairman of the Board, President and Chief Executive
Mark D. Dankberg........  41    Officer
                                Vice President, Chief Financial Officer and General
Gregory D. Monahan......  51    Counsel
Thomas E. Carter........  42    Vice President -- Engineering
Andrew M. Paul..........  41    Vice President -- Commercial Operations
James P. Collins........  53    Vice President -- Business Development
Mark J. Miller..........  37    Vice President, Chief Technical Officer and Secretary
Steven R. Hart..........  43    Vice President and Chief Technical Officer
Robert W. Johnson.......  47    Director
Jeffrey M. Nash.........  49    Director
B. Allen Lay............  62    Director
</TABLE>

    
 
   
     Mr. Dankberg was a founder of the Company and has served as Chairman of the
Board, President and Chief Executive Officer of the Company since its inception
in May 1986. Prior to joining the Company, he was Assistant Vice President of
M/A-COM Linkabit, a manufacturer of satellite telecommunications equipment, from
1979 to 1986 and Communications Engineer for Rockwell International from 1977 to
1979. Mr. Dankberg holds B.S.E.E. and M.E.E. degrees from Rice University.
    
 
     Mr. Monahan has served as Vice President, Chief Financial Officer and
General Counsel of the Company since December 1988. Prior to joining the
Company, Mr. Monahan was Assistant Vice President of M/A-COM Linkabit from 1978
to 1988. Mr. Monahan holds a J.D. degree from the University of San Diego and
B.S.M.E. and M.B.A. degrees from the University of California, Berkeley.
 
     Dr. Carter has served as Vice President -- Engineering of the Company since
November 1990. Prior to joining the Company, Dr. Carter served in several
positions including Business Area Manager, Program Manager and System
Engineering Department Manager in the Military Electronics and Avionics Division
of TRW Inc. Dr. Carter holds a Ph.D. in Electrical Engineering from the
University of Southern California and B.S.E.E. and M.S.E.E. degrees from Rice
University.
 
   
     Mr. Paul has served as Vice President -- Commercial Operations of the
Company since March 1993. Prior to joining the Company, Mr. Paul served as Vice
President and General Manager of the Western Region of Evernet Systems, Inc., a
computer network integrator, from 1992 to 1993. Previously, Mr. Paul was Vice
President of Sales at ComStream Corp. from 1989 to 1992. Mr. Paul holds a B.A.
degree from Stanford University.
    
 
     Mr. Collins has served as Vice President -- Business Development of the
Company since December 1988. Prior to joining the Company, Mr. Collins was
Assistant Vice President of M/A-COM Linkabit from 1982 to 1988. Mr. Collins was
a Director of Marketing at General Dynamics from 1976 to 1982 and prior to that
served on active duty in the U.S. Army for ten years. Mr. Collins currently
serves in the U.S. Army Reserve and was recently selected for assignment as a
Brigadier General. He holds a B.A. degree from Hofstra University and an M.S.
degree in Geodetic Science from Ohio State University.
 
     Mr. Miller was a founder of the Company and has served as Vice President
and Chief Technical Officer of the Company since 1993 and as Engineering Manager
and Secretary since 1986. Prior to joining the Company, Mr. Miller was a Staff
Engineer at M/A-COM Linkabit from 1983 to 1986. Mr. Miller holds a B.S.E.E.
degree from the University of California, San Diego and a M.S.E.E. degree from
the University of California, Los Angeles.
 
     Mr. Hart was a founder of the Company and has served as Vice President and
Chief Technical Officer since 1993 and as Engineering Manager since 1986. Prior
to joining the Company, Mr. Hart was a Staff Engineer and Manager at M/A-COM
Linkabit from 1982 to 1986. Mr. Hart holds a B.S. in Mathematics
 
                                       44

<PAGE>   47
 
from the University of Nevada, Las Vegas and a M.A. in Mathematics from the
University of California, San Diego.
 
   
     Mr. Johnson has been a director of the Company since 1986. Mr. Johnson has
been self-employed as a private investor from 1988 to the present. From 1983 to
1988, Mr. Johnson was a Principal of Southern California Ventures ("SCV"). Mr.
Johnson currently is a director of STAC Inc., a publicly-held company which
manufactures semiconductors and software for data storage and communications,
Proxima Corporation, a publicly-held company which manufactures computer display
equipment, and TransTech Information Management Systems, Inc., a privately-held
company which manufactures software for the towing and recovery industry.
    
 
     Dr. Nash has been a director of the Company since 1987. Since August 1995,
he has been President, Chief Executive Officer and a director of TransTech
Information Management Systems, Inc., a privately-held company which
manufactures software for the towing and recovery industry. From 1994 to the
present, Dr. Nash has been Chairman of the Board of Digital Perceptions, Inc.,
and, from 1989 to 1994, was the Chief Executive Officer and President of Visqus
as well as Conner Technology, Inc., both subsidiaries of Conner Peripherals,
Inc. Dr. Nash is currently a director of REMEC, Inc., a publicly-held company
which manufactures microwave multi-function modules, Proxima Corporation, a
publicly-held company which manufactures computer display equipment, and Esscor,
Inc., a privately-held electrical utility simulation company.
 
     Mr. Lay has been a director of the Company since 1996. Since 1983, he has
been a General Partner of SCV. Mr. Lay is Chief Executive Officer and a director
of Vestro Natural Foods Inc., a publicly-held natural foods marketing company.
Mr. Lay is also a director of Pair Gain Technology, Inc., a publicly-held
telecommunications company, Physical Optics Company, a privately-held optical
systems and subsystems company, Kofax Imaging Systems, a privately-held document
imaging systems company, and Medclone Inc., a privately-held biotech company.
 
   
     The Company intends to recruit an additional outside director with
experience in industries complementary to the Company's business following the
closing of this offering.
    
 
COMMITTEES OF THE BOARD OF DIRECTORS
 
     Audit Committee.  Following the closing of this offering, the Board of
Directors will establish an audit committee (the "Audit Committee"), which will
consist of two or more independent directors. The Audit Committee will be
established to make recommendations concerning the engagement of independent
public accountants, review with the independent public accountants the plans and
results of the audit engagement, approve professional services provided by the
independent public accountants, review the independence of the independent
public accounts, consider the range of audit and non-audit fees and review the
adequacy of the Company's internal accounting controls.
 
   
     Compensation Committee.  Following the closing of this offering, the Board
of Directors will establish a compensation committee (the "Compensation
Committee"), which will consist of two or more non-employee or independent
directors to the extent required by Rule 16b-3 under the Exchange Act, to
determine compensation for the Company's executive officers and awards under the
Company's 1996 Equity Participation Plan and Employee Stock Purchase Plan.
    
 
     The Board of Directors initially will not have a nominating committee or
any other committee.
 
COMPENSATION OF DIRECTORS
 
     During the fiscal year ended March 31, 1996, Messrs. Johnson, Nash and Lay
each received options to purchase 3,668 shares of Common Stock at an exercise
price of $1.36 per share. Other than such options, the directors of the Company
received no compensation from the Company for services rendered as a director
during the fiscal year ended March 31, 1996. The Company expects that, following
the closing of this offering, its independent directors will be paid in a manner
and at a level consistent with industry practice.
 
                                       45

<PAGE>   48
 

EXECUTIVE COMPENSATION
 
     The following table sets forth certain information concerning compensation
for the fiscal year ended March 31, 1996 received by the Chief Executive Officer
and the five other most highly compensated executive officers of the Company
(collectively, the "Named Executive Officers").
 
   
                           SUMMARY COMPENSATION TABLE
    
 
   

<TABLE>
<CAPTION>
                                                                       LONG-TERM
                                                                      COMPENSATION
                                                                         AWARDS
                                                                      ------------
                                                   FISCAL YEAR         NUMBER OF
                                                   COMPENSATION        SECURITIES
                                               --------------------    UNDERLYING        ALL OTHER
       NAME AND PRINCIPAL POSITION(S)           SALARY      BONUS       OPTIONS       COMPENSATION(1)
- ---------------------------------------------  ---------   --------   ------------    ---------------
<S>                                            <C>         <C>        <C>             <C>
Mark D. Dankberg.............................  $ 165,000   $ 35,000      14,670           $ 5,726
  Chairman of the Board, President and Chief
  Executive Officer
Thomas E. Carter.............................    131,500     10,000      40,343             4,723
  Vice President -- Engineering
Gregory D. Monahan...........................    124,000      8,000      14,670             4,703
  Vice President, Chief Financial Officer and
  General Counsel
Andrew M. Paul...............................    125,938      5,000       8,802             2,274
  Vice President -- Commercial Operations
Steven R. Hart...............................    112,500      8,000       3,668             4,716
  Vice President and Chief Technical Officer
Mark J. Miller...............................    112,000      8,000       3,668             1,582
  Vice President, Chief Technical Officer and
  Secretary
</TABLE>

    
 
- ---------------
(1) Includes contributions to the Company's 401(k) Plan.
 
     The following table sets forth certain information concerning individual
grants of stock options made by the Company during the fiscal year ended March
31, 1996 to each of the Named Executive Officers.
 
   
                       OPTION GRANTS IN LAST FISCAL YEAR
    
 
   

<TABLE>
<CAPTION>
                                                                                                POTENTIAL
                                                                                               REALIZABLE
                                                   INDIVIDUAL GRANTS                        VALUE AT ASSUMED
                                -------------------------------------------------------      ANNUAL RATES OF
                                NUMBER OF      % OF TOTAL                                      STOCK PRICE
                                SECURITIES      OPTIONS                                     APPRECIATION FOR
                                UNDERLYING     GRANTED TO     EXERCISE OR                    OPTION TERM(1)
                                 OPTIONS      EMPLOYEES IN    BASE PRICE     EXPIRATION    -------------------
             NAME                GRANTED      FISCAL 1996      PER SHARE        DATE          5%        10%
- ------------------------------  ----------    ------------    -----------    ----------    --------   --------
<S>                             <C>           <C>             <C>            <C>           <C>        <C>
Mark D. Dankberg..............    14,670          12.54%         $1.50         6/26/00     $ 28,078   $ 35,439
Thomas E. Carter..............    40,343          34.47           1.36         6/26/00       70,025     88,363
Gregory D. Monahan............    14,670          12.54           1.36         6/26/00       25,463     32,132
Andrew M. Paul................     8,802           7.52           1.36         6/26/00       15,278     19,279
Steven R. Hart................     3,668           3.13           1.50         6/26/00        7,022      8,861
Mark J. Miller................     3,668           3.13           1.36         6/26/00        6,367      8,034
</TABLE>

    
 
- ---------------
(1) These amounts represent assumed rates of appreciation in the price of the
    Common Stock during the terms of the options in accordance with rates
    specified in applicable federal securities regulations. Actual gains, if
    any, on stock option exercises will depend on the future price of the Common
    Stock and overall stock market conditions. There is no representation that
    the rates of appreciation reflected in this table will be achieved.
 
                                       46

<PAGE>   49
 
     The following table sets forth certain information concerning exercises of
stock options by the Named Executive Officers during the fiscal year ended March
31, 1996, and the number of options and value of unexercised options held by
each of the Named Executive Officers at March 31, 1996.
 
   
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
    
   
                       AND FISCAL YEAR-END OPTION VALUES
    
 
   

<TABLE>
<CAPTION>
                                                                                           VALUE OF UNEXERCISED
                                                             NUMBER OF SECURITIES              IN-THE-MONEY
                                                            UNDERLYING UNEXERCISED           OPTIONS AT FISCAL
                                SHARES                    OPTIONS AT FISCAL YEAR-END            YEAR-END(1)
                              ACQUIRED ON      VALUE      ---------------------------   ---------------------------
            NAME               EXERCISE     REALIZED(1)   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
- ----------------------------  -----------   -----------   -----------   -------------   -----------   -------------
<S>                           <C>           <C>           <C>           <C>             <C>           <C>
Mark D. Dankberg............        --             --            --         14,670             --             --
Thomas E. Carter............        --             --        37,225         72,800        $34,738        $27,013
Gregory D. Monahan..........     8,215        $ 5,705            --         28,093             --          8,720
Andrew M. Paul..............        --             --         5,135         18,338          2,800          5,200
Steven R. Hart..............        --             --            --          3,668             --             --
Mark J. Miller..............        --             --            --          3,668             --             --
</TABLE>

    
 
- ---------------
   
(1) The dollar values have been calculated by determining the difference between
    the fair market value of the securities underlying the options as determined
    in good faith by the Board of Directors at the applicable date and the
    exercise price of the options. The options were granted on November 8, 1993,
    July 20, 1994, October 4, 1994 and June 26, 1995 at exercise prices of
    $0.25, $0.35, $0.60 and $1.00, respectively.
    
 
1993 STOCK OPTION PLAN
 
   
     In 1993, the Company adopted the ViaSat, Inc. 1993 Stock Option Plan (the
"1993 Stock Option Plan") to enable key employees, consultants and non-employee
directors of the Company to acquire a proprietary interest in the Company, and
thus to create in such persons an increased interest in and a greater concern
for the welfare of the Company. The 1993 Stock Option Plan provided for
aggregate option grants of up to 733,500 shares. As of September 30, 1996,
options to purchase an aggregate of 375,509 shares of Common Stock at prices
ranging from $0.34 to $4.50 were outstanding under the 1993 Stock Option Plan.
No additional grants will be made under the 1993 Stock Option Plan after the
consummation of this offering.
    
 
1996 EQUITY PARTICIPATION PLAN
 
     In connection with this offering, the Company has adopted the ViaSat, Inc.
1996 Equity Participation Plan (the "1996 Equity Participation Plan") designed
to update and replace the 1993 Stock Option Plan. The 1996 Equity Participation
Plan provides for the grant to executive officers, other key employees,
consultants and non-employee directors of the Company of a broad variety of
stock-based compensation alternatives such as nonqualified stock options,
incentive stock options, restricted stock and performance awards. Grants under
the 1996 Equity Participation Plan may provide participants with rights to
acquire shares of Common Stock.
 
     The 1996 Equity Participation Plan will be administered by the Compensation
Committee, which is authorized to select from among the eligible participants
the individuals to whom options, restricted stock purchase rights and
performance awards are to be granted and to determine the number of shares to be
subject thereto and the terms and conditions thereof. The members of the
Compensation Committee who are not affiliated with the Company will select from
among the eligible participants the individuals to whom nonqualified stock
options are to be granted, except as set forth below, and will determine the
number of shares to be subject thereto and the terms and conditions thereof. The
Compensation Committee is also authorized to adopt, amend and rescind rules
relating to the administration of the 1996 Equity Participation Plan.
 
     Nonqualified stock options will provide for the right to purchase Common
Stock at a specified price which may be less than fair market value on the date
of grant (but not less than par value), and usually will
 
                                       47

<PAGE>   50
 
become exercisable in installments after the grant date. Nonqualified stock
options may be granted for any reasonable term.
 
     Incentive stock options will be designed to comply with the provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), and will be subject
to restrictions contained in the Code, including exercise prices equal to at
least 100% of fair market value of Common Stock on the grant date and a ten year
restriction on their term, but may be subsequently modified to disqualify them
from treatment as an incentive stock option.
 
     Restricted stock may be sold to participants at various prices (but not
below par value) and made subject to such restrictions as may be determined by
the Compensation Committee. Restricted stock, typically, may be repurchased by
the Company at the original purchase price if the conditions or restrictions are
not met. In general, restricted stock may not be sold, or otherwise transferred
or hypothecated, until restrictions are removed or expire. Purchasers of
restricted stock, unlike recipients of options, will have voting rights and will
receive dividends prior to the time when the restrictions lapse.
 
     Performance awards may be granted by the Compensation Committee on an
individual or group basis. Generally, these awards will be based upon specific
agreements and may be paid in cash or in Common Stock or in a combination of
cash and Common Stock. Performance awards may include "phantom" stock awards
that provide for payments based upon increases in the price of the Company's
Common Stock over a predetermined period. Performance awards also may include
bonuses which may be granted by the Compensation Committee on an individual or
group basis and which may be payable in cash or in Common Stock or in a
combination of cash and Common Stock.
 
     Upon the closing of this offering, the Company estimates that it will issue
to recently-hired executive officers and other key employees of the Company
options to purchase approximately 15,000 shares of Common Stock pursuant to the
1996 Equity Participation Plan.
 
   
     A maximum of 750,000 shares are reserved for issuance under the 1996 Equity
Participation Plan.
    
 
EMPLOYEE STOCK PURCHASE PLAN
 
     In connection with this offering, the Company has adopted the ViaSat, Inc.
Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") to assist
employees of the Company in acquiring a stock ownership interest in the Company
and to encourage them to remain in the employment of the Company. The Employee
Stock Purchase Plan is intended to qualify under Section 423 of the Code. A
maximum of 250,000 shares of Common Stock will be reserved for issuance under
the Employee Stock Purchase Plan. The Employee Stock Purchase Plan permits
eligible employees to purchase Common Stock at a discount through payroll
deductions during specified six-month offering periods. No employee may purchase
more than $25,000 worth of stock in any calendar year. The price of shares
purchased under the Employee Stock Purchase Plan will be equal to 85% of the
fair market value of the Common Stock on the first or last day of the offering
period, whichever is lower. The Employee Stock Purchase Plan will be
administered by the Compensation Committee.
 
401(K) PLAN
 
   
     The Company adopted a tax-qualified employee savings and retirement plan
(the "401(k) Plan") effective January 1990 covering all employees who have been
employed by the Company for at least 90 days and who are at least 21 years of
age. Pursuant to the 401(k) Plan, employees may elect to reduce their current
compensation by not less than 1.0% nor more than 15.0% of eligible compensation
and have the amount of such reduction contributed to the 401(k) Plan. The 401(k)
Plan permits, but does not require, additional cash contributions to the 401(k)
Plan by the Company. The trustee under the 401(k) Plan invests the assets of the
401(k) Plan in designated investment options. The 401(k) Plan is intended to
qualify under Section 401 of the Code so that contributions to the 401(k) Plan,
and income earned on plan contributions, are not taxable to employees until
withdrawn from the 401(k) Plan, and so that contributions by the Company are
deductible by the Company when made for income tax purposes.
    
 
                                       48

<PAGE>   51
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     During the fiscal year ended March 31, 1996, each director of the Company,
including Mark D. Dankberg, Chairman, President and Chief Executive Officer of
the Company, participated in all discussions and decisions regarding salaries
and incentive compensation for all employees and consultants of the Company,
except that Mr. Dankberg was excluded from discussions regarding his own salary
and incentive compensation.
 
     Mr. Johnson, individually, and Mr. Lay, through his position as a General
Partner of SCV, had an interest in the Company's sale of Series A Convertible
Preferred Stock and the related transactions described under "Certain
Transactions."
 

                              CERTAIN TRANSACTIONS
 
     In June 1986, the Company sold 3,000,000 shares of Series A Convertible
Preferred Stock to SCV and certain of its affiliates, including Robert W.
Johnson, a director of the Company, at a price of $0.10 per share in a private
placement transaction. Each outstanding share of Series A Convertible Stock will
automatically convert into one share of Common Stock upon the closing of this
offering. For a description of the rights, preferences and privileges of the
Series A Convertible Preferred Stock, see Note 5 of Notes to Financial
Statements.
 
     In connection with the sale of the Series A Convertible Preferred Stock in
June 1986, the Company entered into a Shareholders Agreement with SCV and
certain of its affiliates, including Robert W. Johnson, a director of the
Company, providing for the corporate governance of the Company. The Shareholders
Agreement will terminate upon the closing of this offering.
 
                                       49

<PAGE>   52
 
   
                       PRINCIPAL AND SELLING STOCKHOLDERS
    
 
   
     The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of October 25, 1996, and as adjusted to reflect
the sale of the shares offered by this Prospectus (i) by each of the Company's
directors and each of the Named Executive Officers, (ii) by all directors and
executive officers as a group, (iii) by each person who is known by the Company
to own beneficially more than 5% of the Common Stock, and (iv) by the Selling
Stockholders. Unless otherwise indicated, the address for all stockholders
listed in the table is c/o ViaSat, 2290 Cosmos Court, Carlsbad, California
92009.
    
 
   

<TABLE>
<CAPTION>
                                           SHARES BENEFICIALLY                     SHARES BENEFICIALLY
                                               OWNED PRIOR                             OWNED AFTER
                                             TO OFFERING(1)         NUMBER OF          OFFERING(1)
                                         -----------------------     SHARES      -----------------------
           NAME AND ADDRESS               NUMBER      PERCENT(2)     OFFERED      NUMBER      PERCENT(2)
- ---------------------------------------  ---------    ----------    ---------    ---------    ----------
<S>                                      <C>          <C>           <C>          <C>          <C>
Southern California Ventures...........  1,995,120       33.92%      455,377     1,539,743       20.44%
406 Amapula Avenue, Suite 205
Torrance, California 90501
Mark D. Dankberg(3)....................    885,335       15.03        29,340       855,995       11.35
Steven R. Hart(4)......................    661,434       11.24        25,673       635,761        8.44
Mark J. Miller(5)......................    367,915        6.25        18,338       349,577        4.64
Maureen Miller.........................    293,519        4.99         7,335       286,184        3.80
3042 Spearman Lane
Spring Valley, California 91978
Thomas E. Carter(6)....................    183,925        3.12         9,536       174,389        2.30
Robert W. Johnson(7)...................    183,375        3.12            --       183,375        2.43
Gregory D. Monahan(8)..................    175,600        2.98            --       175,600        2.33
Jeffrey M. Nash(9).....................    165,038        2.81            --       165,038        2.19
James P. Collins.......................    115,893        1.97         4,401       111,492        1.48
Andrew M. Paul(10).....................     89,634        1.52            --        89,634        1.19
B. Allen Lay(11).......................         --          --            --            --          --
All directors and executive officers as
  a group (10 persons)(12).............  2,828,149       48.09        87,288     2,740,861       36.39
</TABLE>

    
 
- ---------------
   
 (1) Assumes no exercise of the Underwriters' over-allotment option. Except as
     indicated in the footnotes to this table, to the Company's knowledge, each
     stockholder identified in the table possesses sole voting and investment
     power with respect to all shares of Common Stock shown as beneficially
     owned by such stockholder.
    
 
   
 (2) Applicable percentage of ownership for each stockholder is based on
     5,881,503 shares of Common Stock outstanding as of October 25, 1996
     (including 2,365,538 shares of Common Stock to be issued upon conversion of
     the Preferred Stock), together with applicable options for such
     stockholder. Beneficial ownership is determined in accordance with the
     rules of the Commission and includes voting and investment power with
     respect to the shares. Shares of Common Stock subject to outstanding
     options which are currently vested or which vest within 60 days are deemed
     outstanding for computing the percentage ownership of the person holding
     such options, but are not deemed outstanding for computing the percentage
     ownership of any other person.
    
 
   
 (3) Includes options to purchase 5,135 shares of Common Stock exercisable
     within 60 days of October 25, 1996. Excludes options to purchase 24,205
     shares of Common Stock not exercisable within such 60-day period.
    
 
   
 (4) Includes options to purchase 1,284 shares of Common Stock exercisable
     within 60 days of October 25, 1996. Excludes options to purchase 6,051
     shares of Common Stock not exercisable within such 60-day period.
    
 
   
 (5) Includes options to purchase 1,284 shares of Common Stock exercisable
     within 60 days of October 25, 1996. Excludes options to purchase 6,051
     shares of Common Stock not exercisable within such 60-day period.
    
 
                                       50

<PAGE>   53
 
   
 (6) Includes options to purchase 48,228 shares of Common Stock exercisable
     within 60 days of October 25, 1996. Excludes options to purchase 39,059
     shares of Common Stock not exercisable within such 60-day period.
    
 
   
 (7) Excludes options to purchase 3,668 shares of Common Stock not exercisable
     within 60 days of October 25, 1996.
    
 
   
 (8) Includes options to purchase 5,685 shares of Common Stock exercisable
     within 60 days of October 25, 1996. Excludes options to purchase 26,479
     shares of Common Stock not exercisable within such 60-day period.
    
 
   
 (9) Excludes options to purchase 3,668 shares of Common Stock not exercisable
     within 60 days of October 25, 1996.
    
 
   
(10) Includes options to purchase 13,350 shares of Common Stock exercisable
     within 60 days of October 25, 1996. Excludes options to purchase 15,990
     shares of Common Stock not exercisable within such 60-day period.
    
 
   
(11) Excludes options to purchase 3,668 shares of Common Stock not exercisable
     within 60 days of October 25, 1996. Mr. Lay is a General Partner of SCV and
     may therefore be deemed to have beneficial ownership of 1,995,120 shares of
     Common Stock held by SCV. Mr. Lay disclaims beneficial ownership of such
     shares.
    
 
   
(12) Includes options to purchase 74,966 shares of Common Stock exercisable
     within 60 days of October 25, 1996. Excludes options to purchase 128,839
     shares of Common Stock not exercisable within such 60-day period.
    
 
                                       51

<PAGE>   54
 

                          DESCRIPTION OF CAPITAL STOCK
 
   
     The following summary description of the capital stock of the Company does
not purport to be complete and is subject to the provisions of the Company's
Certificate of Incorporation and Bylaws, which are included as exhibits to the
Registration Statement of which this Prospectus forms a part and by the
provisions of applicable law.
    
 
   
     Upon the closing of this offering, the authorized capital stock of the
Company will consist of 25,000,000 shares of Common Stock, par value $.0001 per
share, and 5,000,000 shares of Preferred Stock, par value $.0001 per share,
after giving effect to amendments to the Company's Certificate of Incorporation
that have been approved by the Company's Board of Directors and stockholders.
    
 
COMMON STOCK
 
   
     As of October 25, 1996, there were 3,515,965 shares of Common Stock
outstanding held of record by 184 stockholders, and 3,225,000 shares of
Preferred Stock outstanding held of record by four stockholders. Upon the
closing of this offering, there will be 7,531,503 shares of Common Stock
outstanding, including 1,650,000 shares to be issued by the Company hereunder
and 2,365,538 shares to be issued upon conversion of the Preferred Stock.
    
 
   
     Holders of Common Stock are entitled to one vote per share on all matters
to be voted upon by the stockholders of the Company. The Common Stock does not
have cumulative voting rights, which means the holder or holders of more than
one-half of the shares voting for the election of directors can elect all of the
directors then being elected. Subject to the preferences that may be applicable
to any outstanding preferred stock, the holders of Common Stock are entitled to
a ratable distribution of any dividends that may be declared by the Board of
Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to the prior liquidation rights of any outstanding
preferred stock. The Common Stock has no preemptive, redemption or conversion
rights. The outstanding shares of Common Stock are, and the shares offered by
the Company in the offering, when issued and paid for, will be fully paid and
nonassessable. The rights, preferences and privileges of holders of Common Stock
are subject to, and may be adversely affected by, the rights of the holders of
shares of any preferred stock which the Company may designate and issue in the
future. See "Dividend Policy."
    
 
PREFERRED STOCK
 
   
     Upon the closing of this offering, each outstanding share of Series A
Convertible Preferred Stock will be converted into 0.7335 of a share of Common
Stock, and the Series A Convertible Preferred Stock will be automatically
retired. Thereafter, the Board of Directors will be authorized, without further
stockholder approval, to issue up to 5,000,000 shares of Preferred Stock in one
or more series and to fix the rights, preferences, privileges and restrictions
granted or imposed upon any unissued shares of Preferred Stock and to fix the
number of shares constituting any series and the designations of such series.
    
 
     The issuance of Preferred Stock may have the effect of delaying or
preventing a change in control of the Company. The issuance of Preferred Stock
could decrease the amount of earnings and assets available for distribution to
the holders of Common Stock or could adversely affect the rights and powers,
including voting rights, of the holders of the Common Stock. In certain
circumstances, such issuance could have the effect of decreasing the market
price of the Common Stock. As of the closing of the offering, no shares of
Preferred Stock will be outstanding, and the Company currently has no plans to
issue any shares of Preferred Stock.
 
   
BUSINESS COMBINATIONS; CERTAIN CHARTER AND BYLAW PROVISIONS
    
 
   
     Section 203 of the Delaware General Corporation Law (the "DGCL") prohibits
a publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless
upon closing of such transaction the interested stockholder owned 85% of the
voting stock of the corporation
    
 
                                       52

<PAGE>   55
 
   
outstanding at the time the transaction commenced, or unless the business
combination is, or the transaction in which such person became an interested
stockholder was, approved in a prescribed manner. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person who,
together with affiliates and associates, owns (or, in the case of affiliates and
associates of the issuer, did own within the last three years) 15% or more of
the corporation's voting stock.
    
 
   
     The Company's Amended and Restated Certificate of Incorporation and Bylaws
contain provisions prohibiting stockholder action by written consent by the
stockholders; limiting the right to call stockholder meetings to the Chairman of
the Board, the President, the Secretary or the Board of Directors; and
prohibiting the stockholders from removing directors from office except for
cause and reserving to the directors the exclusive right to change the number of
directors or to fill vacancies on the Board. The Company's Amended and Restated
Certificate of Incorporation also provides for the Board of Directors to be
divided into three classes of directors serving staggered three-year terms. As a
result, approximately one-third of the Board of Directors will be elected each
year.
    
 
   
     The purpose and intended effect of the above described provisions in the
Company's Amended and Restated Certificate of Incorporation and Bylaws are to
enhance the continuity and stability of the Company's management by making it
more difficult for stockholders to remove or change the incumbent members of the
Board of Directors. Such provisions, coupled with the ownership by existing
stockholders of approximately 70.8% of the Common Stock following this offering,
could also render the Company more difficult to be acquired pursuant to an
unfriendly acquisition by an outsider by making it more difficult for such
person to obtain control of the Company and replace current management without
the approval of the Board of Directors.
    
 
   
     The Company has included in its Amended and Restated Certificate of
Incorporation and Bylaws provisions to (i) eliminate the personal liability of
its directors for monetary damages resulting from breaches of their fiduciary
duty to the extent permitted by the DGCL and (ii) indemnify its directors and
officers to the fullest extent permitted by Section 145 of the DGCL, including
circumstances in which indemnification is otherwise discretionary. The Company
believes that these provisions are necessary to attract and retain qualified
persons as directors and officers. The Company also intends to enter into
indemnification agreements with certain officers and directors upon consummation
of the offering.
    
 
LISTING
 
     Application has been made to approve the shares of Common Stock for
quotation and trading on The Nasdaq National Market under the symbol "VSAT."
 
TRANSFER AGENT AND REGISTRAR
 
   
     The Transfer Agent and Registrar for the Common Stock is Harris Trust
Company of California.
    
 
                                       53

<PAGE>   56
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
   
     Upon completion of the offering, the Company will have outstanding
7,531,503 shares of Common Stock. Of these shares, the 2,200,000 shares sold in
the offering (plus any shares issued upon exercise of the Underwriters'
over-allotment option) will be freely tradeable without restriction under the
Securities Act, unless purchased by "affiliates" of the Company as that term is
defined in Rule 144 under the Securities Act.
    
 
   
     In general, under Rule 144 as currently in effect, a stockholder (or
stockholders whose shares are aggregated) who has beneficially owned shares
constituting "restricted securities" (generally defined as securities acquired
from the Company or an affiliate of the Company in a non-public transaction) for
at least two years, is entitled to sell within any three-month period a number
of shares that does not exceed the greater of one percent of the outstanding
Common Stock or the average weekly trading volume in the Common Stock during the
four calendar weeks preceding the date on which notice of such sale is filed
pursuant to Rule 144. Sales under Rule 144 are also subject to certain
provisions regarding the manner of sale, notice requirements and the
availability of current public information about the Company. A stockholder (or
stockholders whose shares are aggregated) who is not an affiliate of the Company
for at least 90 days prior to a proposed transaction and who has beneficially
owned "restricted securities" for at least three years is entitled to sell such
shares under Rule 144 without regard to the limitations described above.
Currently 2,812,817 shares of Common Stock are qualified for sale under this
rule. The Commission has proposed to amend Rule 144 to reduce the two and three
year holding periods specified above to one and two years, respectively.
    
 
   
     Holders of 4,491,822 shares, including all officers and directors of the
Company, have entered into contractual "lock-up" agreements generally providing
that they will not directly or indirectly offer, sell, contract to sell or grant
any option to purchase or otherwise transfer or dispose of shares of Common
Stock or other equity securities of the Company or any securities exercisable
for or convertible into Common Stock or other equity securities of the Company
owned by them for a period of 180 days after the closing of the offering without
the prior written consent of representatives of the Underwriters.
    
 
   
     The Company has entered into a Stock Restriction Agreement with each of its
stockholders for the purpose of limiting the sale, succession or other transfer
of the Common Stock during the lifetime or upon the death of each stockholder.
The Stock Restriction Agreement provides that the Company's stockholders will
not transfer their shares of Common Stock during their lifetime or upon their
death, except in limited instances, without first offering such shares for sale
to the Company. In addition, the Stock Restriction Agreement requires each
stockholder to approve an offer to purchase all of the outstanding Common Stock
if such offer is accepted by stockholders owning at least two-thirds of the
outstanding shares. The Stock Restriction Agreement with respect to each
stockholder will terminate upon the closing of this offering, regardless of
whether any of such stockholder's shares are included in this offering.
    
 
   
     The Company intends to file a registration statement under the Securities
Act after the offering covering the sale of 1,369,348 shares of Common Stock
reserved for issuance under the 1993 Stock Option Plan, the 1996 Equity
Participation Plan and the Employee Stock Purchase Plan. See "Management -- 1993
Stock Option Plan," "-- 1996 Equity Participation Plan" and "-- Employee Stock
Purchase Plan." Such registration statement will automatically become effective
upon filing. Accordingly, shares registered under such registration statement
will, subject to Rule 144 volume and other limitations applicable to affiliates
of the Company, be available for sale in the public market, except to the extent
that such shares are subject to vesting restrictions.
    
 
     Prior to the offering, there has been no public market for the Common Stock
and no predictions can be made as to the effect, if any, that sales of shares of
Common Stock will have on the market price of the Common Stock prevailing from
time to time. Nevertheless, sales of significant numbers of shares of the Common
Stock in the public market could adversely affect the market price of the Common
Stock and could impair the Company's future ability to raise capital through an
offering of its equity securities.
 
                                       54

<PAGE>   57
 

                                  UNDERWRITING
 
   
     Under the terms and subject to the conditions of the Underwriting
Agreement, the Underwriters named below, for whom Oppenheimer & Co., Inc.,
Needham & Company, Inc. and Unterberg Harris are acting as representatives (the
"Representatives"), have severally agreed to purchase from the Company and
Selling Stockholders, and the Company and Selling Stockholders have agreed to
sell to each Underwriter, the aggregate number of shares of Common Stock set
forth opposite their respective names in the table below. The Underwriting
Agreement provides that the obligations of the Underwriters to pay for and
accept delivery of the shares of Common Stock are subject to certain conditions
precedent, and that the Underwriters are committed to purchase and pay for all
shares if any shares are purchased.
    
 

<TABLE>
<CAPTION>
                                    NAME                                   NUMBER OF SHARES
    ---------------------------------------------------------------------  ----------------
    <S>                                                                    <C>
    Oppenheimer & Co., Inc...............................................
    Needham & Company, Inc...............................................
    Unterberg Harris.....................................................
                                                                               ---------
              Total......................................................      2,200,000
                                                                               =========
</TABLE>

 
   
     The Representatives have advised the Company that the Underwriters propose
to offer the shares of Common Stock to the public at the initial public offering
price set forth on the cover page of this Prospectus, and to certain dealers
(who may include the Underwriters) at such price less a concession not in excess
of $          per share, of which $          may be reallowed to other dealers.
After the offering to the public, the offering price and other selling terms may
be changed by the Representatives. No such reduction shall change the amount of
the proceeds to be received by the Company and the Selling Stockholders as set
forth on the cover page of this Prospectus.
    
 
     The Company has granted an option to the Underwriters, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to 330,000
shares of Common Stock at the same price per share set forth on the cover page
of this Prospectus solely to cover over-allotments, if any. To the extent that
the Underwriters exercise such option, each of the Underwriters will be
committed, subject to certain conditions, to purchase approximately the same
percentage of such additional shares as the number of shares of Common Stock to
be purchased by such Underwriter, as shown in the above table, bears to the
total shown.
 
     In connection with the offering, certain Underwriters and selling group
members (if any) or their respective affiliates may engage in passive market
making transactions in the Common Stock on The Nasdaq National Market in
accordance with Rule 10b-6A under the Exchange Act during the two business day
period before commencement of offers or sales of the Common Stock. The passive
market making transactions must comply with applicable volume and price limits
and be identified as such. In general, a passive market maker may display its
bid at a price not in excess of the highest independent bid for such security;
if all independent bids are lowered below the passive market maker's bid,
however, such bid must then be lowered when certain purchase limits are
exceeded.
 
   
     The Underwriting Agreement contains covenants of indemnity and contribution
between the Company and the Underwriters and the Selling Stockholders against
certain civil liabilities that may be incurred in connection with this offering,
including liabilities under the Securities Act.
    
 
   
     Pursuant to the terms of lock-up agreements, all officers, directors,
Selling Stockholders and holders of 1.0% or more of the Common Stock have agreed
with the Representatives not to sell, otherwise dispose of, contract to sell,
grant any option to sell, transfer or otherwise dispose of, directly or
indirectly, shares of Common Stock or other equity securities of the Company or
securities exchangeable for or convertible into shares of Common Stock or other
equity securities of the Company for a period of 180 days after the date of this
Prospectus, without the prior written consent of the Representatives. The
Company has agreed not to sell, contract to sell, grant any option to sell,
transfer or otherwise dispose of, directly or indirectly, shares of
    
 
                                       55

<PAGE>   58
 
Common Stock or other equity securities of the Company for a period of 180 days
after the date of this Prospectus, without the prior written consent of the
Representatives, except that the Company may issue securities pursuant to the
1993 Stock Option Plan, the 1996 Equity Participation Plan and the Employee
Stock Purchase Plan and upon the exercise of outstanding stock options or
purchase rights under such plans. See "Shares Eligible for Future Sale."
 
     The Underwriters will not make sales to accounts over which they exercise
discretionary authority (i) in excess of five percent of the number of shares of
Common Stock offered hereby, and (ii) unless they obtain specific written
consent of the customer.
 
   
     Prior to the offering, there has been no public market for the Common
Stock. The initial public offering price for the Common Stock has been
determined by negotiation among the Company, the Selling Stockholders and the
Representatives. Among the factors considered in determining the initial public
offering price were prevailing market and economic conditions, revenues and
earnings of the Company, estimates of the business potential and prospects of
the Company, the present state of the Company's business operations, the
Company's management and other factors deemed relevant.
    
 

                                 LEGAL MATTERS
 
   
     The validity of the Common Stock offered hereby will be passed upon for the
Company by Latham & Watkins, San Diego, California. Certain legal matters in
connection with the offering will be passed upon for the Underwriters by Kaye,
Scholer, Fierman, Hays & Handler, LLP, Los Angeles, California.
    
 

                                    EXPERTS
 
   
     The financial statements of the Company as of March 31, 1995 and 1996, and
for each of the three years in the period ended March 31, 1996 included in this
Prospectus have been so included in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
    
 
                                       56

<PAGE>   59
 
   
                           GLOSSARY OF SELECTED TERMS
    
 
   
DAMA.......................  Demand Assigned Multiple Access. A protocol for
                               assigning a communication channel to a user only
                               upon request.
    
 
   
DOD........................  Department of Defense.
    
 
   
Downlink...................  A radio transmission from a satellite back down
                               toward the earth.
    
 
   
EMUT.......................  Enhanced Manpack UHF Terminal. A small, portable
                               satellite terminal for DOD that operates in the
                               UHF frequency band.
    
 
   
FDMA.......................  Frequency Division Multiple Access. A protocol that
                               assigns each communication channel to a different
                               transmission frequency.
    
 
   
GHz........................  Giga Hertz. One billion cycles per second. A
                               measure of frequency or bandwidth.
    
 
   
LEO........................  Low Earth Orbit.
    
 
   
Local Loop Services........  Local telephony service.
    
 
   
MHz........................  Mega Hertz. One million cycles per second. A
                               measure of frequency or bandwidth.
    
 
   
MIL-STD....................  Military standard.
    
 
   
NCS........................  Network Control System. The satellite terminal and
                               computer that manages channel assignments in a
                               DAMA network.
    
 
   
Network....................  A collection of user terminals linked together by a
                               satellite.
    
 
   
PSTN.......................  Public Switched Telephone Network.
    
 
   
RF.........................  Radio Frequency.
    
 
   
SCPC.......................  Single Channel Per Carrier. A signalling technique
                               that transmits one voice or data circuit per
                               radio channel.
    
 
   
SHF........................  Super High Frequency radio transmissions.
    
 
   
TDM........................  Time Division Multiplexing. A protocol for
                               combining several different circuits into a
                               single, continuous transmission.
    
 
   
TDMA.......................  Time Division Multiple Access. A protocol for time
                               sharing a single communication channel among a
                               number of different users.
    
 
   
Transponder................  A receiving and transmitting device on board a
                               satellite that relays an uplink transmission from
                               a satellite terminal back down to earth.
    
 
   
UHF........................  Ultra High Frequency radio transmissions.
    
 
   
Uplink.....................  A radio transmission from a satellite terminal that
                               is sent up to a satellite.
    
 
   
VSAT.......................  Very Small Aperture Terminal. A satellite terminal
                               with a very small antenna. A VSAT antenna is
                               typically considered to be less than 3.7 meters
                               in diameter.
    
 
   
Wireless Local Loop........  Wireless switched local telephony service.
    
 
                                       57

<PAGE>   60
 

                         INDEX TO FINANCIAL STATEMENTS
 
   

<TABLE>
<CAPTION>
                                                                                        PAGES
                                                                                        -----
<S>                                                                                     <C>
VIASAT, INC.
Report of Independent Accountants.....................................................   F-2
Balance Sheet.........................................................................   F-3
Statement of Income...................................................................   F-4
Statement of Stockholders' Equity.....................................................   F-5
Statement of Cash Flows...............................................................   F-6
Notes to Financial Statements.........................................................   F-7
</TABLE>

    
 
                                       F-1

<PAGE>   61
 

                       REPORT OF INDEPENDENT ACCOUNTANTS
 
   
To the Board of Directors and Stockholders of ViaSat, Inc.
    
 
   
In our opinion, the accompanying balance sheet and the related statements of
income, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of ViaSat, Inc. at March 31, 1996 and
1995, and the results of its operations and its cash flows for each of the three
years in the period ended March 31, 1996, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
    
 
PRICE WATERHOUSE LLP
 
San Diego, California
   
June 11, 1996, except as to the

Recapitalization discussed in Note 1,
which is as of November 4, 1996
    
 
                                       F-2

<PAGE>   62
 
                                  VIASAT, INC.
 
                                 BALANCE SHEET
 
   

<TABLE>
<CAPTION>
                                                  MARCH 31,              SEPTEMBER        PRO FORMA
                                         ---------------------------        30,         STOCKHOLDERS'
                                            1995            1996            1996           EQUITY
                                         -----------    ------------    ------------    -------------
                                                                        (UNAUDITED)      (UNAUDITED)
                                                                                          (NOTE 1)
<S>                                      <C>            <C>             <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents............  $ 2,731,000    $  2,297,000    $  1,186,000
  Accounts receivable..................    4,300,000       6,171,000       6,620,000
  Inventory............................      204,000       1,223,000       3,678,000
  Deferred income taxes................      134,000         484,000         637,000
  Other current assets.................       64,000         170,000         422,000
                                          ----------     -----------     -----------
     Total current assets..............    7,433,000      10,345,000      12,543,000
Property and equipment, net............    1,896,000       2,789,000       3,430,000
Other assets...........................       48,000         128,000         439,000
                                          ----------     -----------     -----------
          Total assets.................  $ 9,377,000    $ 13,262,000    $ 16,412,000
                                          ==========     ===========     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable.....................  $ 1,480,000    $  2,774,000    $  3,952,000
  Accrued liabilities..................    2,669,000       2,157,000       2,615,000
  Current portion of notes payable.....      476,000         763,000       1,007,000
                                          ----------     -----------     -----------
     Total current liabilities.........    4,625,000       5,694,000       7,574,000
                                          ----------     -----------     -----------
Notes payable..........................    1,220,000       1,747,000       1,512,000

Other liabilities......................      119,000         604,000         849,000
                                          ----------     -----------     -----------
     Total long-term liabilities.......    1,339,000       2,351,000       2,361,000
                                          ----------     -----------     -----------
Commitments (Note 9)
Stockholders' equity:
Series A, convertible preferred stock,
  $.01 par value; 3,225,000 shares
  authorized, issued and outstanding
  actual, no shares outstanding pro
  forma (unaudited)....................       32,000          32,000          32,000              --
Common stock, $.01 par value, 7,335,000
  shares authorized; 3,207,339,
  3,342,101 and 3,509,804 issued and
  outstanding actual, respectively;
  5,875,342 shares issued and
  outstanding pro forma (unaudited)....       44,000          46,000          48,000          80,000
Paid in capital........................      568,000         737,000       1,224,000       1,224,000
Stockholders' notes receivable.........           --              --       (311,000)        (311,000)
Retained earnings......................    2,769,000       4,402,000       5,484,000       5,484,000
                                          ----------     -----------     -----------      ----------
     Total stockholders' equity........    3,413,000       5,217,000       6,477,000     $ 6,477,000
                                                                                          ==========
                                          ----------     -----------     -----------
     Total liabilities and
       stockholders'
       equity..........................  $ 9,377,000    $ 13,262,000    $ 16,412,000
                                          ==========     ===========     ===========
</TABLE>

    
 
                See accompanying notes to financial statements.
 
                                       F-3

<PAGE>   63
 
                                  VIASAT, INC.
 
                              STATEMENT OF INCOME
 
   

<TABLE>
<CAPTION>
                                           YEAR ENDED MARCH 31,                 SIX MONTHS ENDED
                                  ---------------------------------------   -------------------------
                                     1994          1995          1996                      SEPT. 30,
                                  -----------   -----------   -----------                    1996
                                                                                          -----------
                                                                             SEPT. 30,    (UNAUDITED)
                                                                               1995
                                                                            -----------
                                                                            (UNAUDITED)
<S>                               <C>           <C>           <C>           <C>           <C>
Revenues........................  $11,579,000   $22,341,000   $29,017,000   $14,156,000   $21,582,000
Cost of revenues................    9,033,000    16,855,000    20,983,000    10,110,000    15,333,000
                                  -----------   -----------   -----------    ----------    ----------
  Gross profit..................    2,546,000     5,486,000     8,034,000     4,046,000     6,249,000
Operating expenses:
  Selling, general and
     administrative.............    1,554,000     2,416,000     3,400,000     1,762,000     2,313,000
  Independent research and
     development................      134,000       788,000     2,820,000     1,186,000     2,218,000
                                  -----------   -----------   -----------    ----------    ----------
Income from operations..........      858,000     2,282,000     1,814,000     1,098,000     1,718,000
Other income (expense):
Interest income.................        2,000        27,000        29,000        18,000        69,000
Interest expense................      (47,000)     (114,000)     (260,000)     (104,000)     (125,000)
                                  -----------   -----------   -----------    ----------    ----------
Income before income taxes......      813,000     2,195,000     1,583,000     1,012,000     1,662,000
Provision (benefit) for income
  taxes.........................      328,000       888,000       (50,000)      (32,000)      580,000
                                  -----------   -----------   -----------    ----------    ----------
Net income......................  $   485,000   $ 1,307,000   $ 1,633,000   $ 1,044,000   $ 1,082,000
                                  ===========   ===========   ===========    ==========    ==========
Pro forma net income per share
  (unaudited)...................                              $      0.28                 $      0.18
                                                              ===========                  ==========
Shares used in computing pro
  forma
  net income per share
  (unaudited)...................                                5,875,729                   6,120,635
                                                              ===========                  ==========
</TABLE>

    
 
                See accompanying notes to financial statements.
 
                                       F-4

<PAGE>   64
 
                                  VIASAT, INC.
 
   
                       STATEMENT OF STOCKHOLDERS' EQUITY
    
 
   

<TABLE>
<CAPTION>
                            PREFERRED STOCK           COMMON STOCK
                          --------------------    --------------------                  STOCKHOLDERS'
                          NUMBER OF               NUMBER OF                PAID IN          NOTES         RETAINED
                           SHARES      AMOUNT      SHARES      AMOUNT      CAPITAL       RECEIVABLE       EARNINGS
                          ---------    -------    ---------    -------    ----------    -------------    ----------
<S>                       <C>          <C>        <C>          <C>        <C>           <C>              <C>
Balance at March 31,
  1993..................  3,225,000    $32,000    2,949,697    $40,000    $  416,000                     $  977,000
  Issuance of common
    stock...............                            17,311                     6,000
  Net income............                                                                                    485,000
                          ---------    -------    ---------    -------      --------      ---------      ----------
Balance at March 31,
  1994..................  3,225,000     32,000    2,967,008     40,000       422,000                      1,462,000
  Issuance of common
    stock...............                           240,331       4,000       146,000
  Net income............                                                                                  1,307,000
                          ---------    -------    ---------    -------      --------      ---------      ----------
Balance at March 31,
  1995..................  3,225,000     32,000    3,207,339     44,000       568,000                      2,769,000
  Issuance of common
    stock...............                           134,762       2,000       169,000
  Net income............                                                                                  1,633,000
                          ---------    -------    ---------    -------      --------      ---------      ----------
Balance at March 31,
  1996..................  3,225,000     32,000    3,342,101     46,000       737,000                      4,402,000
  Issuance of common
    stock (unaudited)...                           167,703       2,000       487,000
  Shares subscribed.....                                                                  $(311,000)
  Net income
    (unaudited).........                                                                                  1,082,000
                          ---------    -------    ---------    -------      --------      ---------      ----------
Balance at September 30,
  1996 (unaudited)......  3,225,000    $32,000    3,509,804    $48,000    $1,224,000      $(311,000)     $5,484,000
                          =========    =======    =========    =======      ========      =========      ==========
</TABLE>

    
 
                See accompanying notes to financial statements.
 
                                       F-5

<PAGE>   65
 
                                  VIASAT, INC.
 
                            STATEMENT OF CASH FLOWS
 
   

<TABLE>
<CAPTION>
                                                   YEAR ENDED MARCH 31,                     SIX MONTHS ENDED
                                         ----------------------------------------    ------------------------------
                                            1994           1995          1996        SEPTEMBER 30,    SEPTEMBER 30,
                                         -----------    ----------    -----------        1995             1996
                                                                                     -------------    -------------
                                                                                      (UNAUDITED)      (UNAUDITED)
<S>                                      <C>            <C>           <C>            <C>              <C>
Cash flows from operating activities:
  Net income...........................  $   485,000    $1,307,000    $ 1,633,000     $  1,044,000     $  1,082,000
  Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
    Depreciation.......................      316,000       542,000        982,000          424,000          619,000
    Loss on disposal of fixed assets...       83,000
    Deferred income taxes..............      (66,000)      (13,000)      (350,000)        (175,000)        (153,000)
  Increase (decrease) in cash resulting
    from changes in:
    Accounts receivable................   (2,256,000)     (265,000)    (1,871,000)      (2,217,000)        (449,000)
    Inventory..........................      (15,000)     (189,000)    (1,019,000)        (480,000)      (2,455,000)
    Other assets.......................      (53,000)      (43,000)      (186,000)         (62,000)        (564,000)
    Accounts payable...................      670,000       530,000      1,294,000          183,000        1,178,000
    Accrued liabilities................    1,019,000     1,331,000       (512,000)        (919,000)         458,000
    Other liabilities..................           --       119,000        485,000           (5,000)         245,000
                                         -----------    ----------    -----------      -----------       ----------
      Net cash provided by (used in)
         operating activities..........      183,000     3,319,000        456,000       (2,207,000)         (39,000)
                                         -----------    ----------    -----------      -----------       ----------
Cash flows from investing activities:
  Purchases of property and
    equipment..........................     (511,000)   (1,701,000)    (1,875,000)      (1,035,000)      (1,260,000)
                                         -----------    ----------    -----------      -----------       ----------
Cash flows from financing activities:
  Proceeds from short-term bank
    borrowings.........................      170,000            --      1,400,000
  Repayment of short-term bank
    borrowings.........................     (150,000)     (350,000)    (1,400,000)
  Proceeds from issuance of notes
    payable............................      289,000     1,650,000      2,778,000          734,000          326,000
  Repayment of notes payable...........      (53,000)     (346,000)    (1,964,000)        (254,000)        (316,000)
  Proceeds from issuance of common
    stock..............................        6,000       150,000        171,000           81,000          178,000
                                         -----------    ----------    -----------      -----------       ----------
    Net cash provided by financing
      activities.......................      262,000     1,104,000        985,000          561,000          188,000
                                         -----------    ----------    -----------      -----------       ----------
Net (decrease) increase in cash and
  cash equivalents.....................      (66,000)    2,722,000       (434,000)      (2,681,000)      (1,111,000)
Cash and cash equivalents at beginning
  of period............................       75,000         9,000      2,731,000        2,731,000        2,297,000
                                         -----------    ----------    -----------      -----------       ----------
Cash and cash equivalents at end of
  period...............................  $     9,000    $2,731,000    $ 2,297,000     $     50,000     $  1,186,000
                                         ===========    ==========    ===========      ===========       ==========
Supplemental information:
  Cash paid for interest...............  $    48,000    $  116,000    $   260,000     $    104,000     $    125,000
                                         ===========    ==========    ===========      ===========       ==========
  Cash paid for income taxes...........  $   121,000    $  642,000    $   468,000     $    303,000     $  1,086,000
                                         ===========    ==========    ===========      ===========       ==========
</TABLE>

    
 
                See accompanying notes to financial statements.
 
                                       F-6

<PAGE>   66
 
                                  VIASAT, INC.
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 

  The Company
 
     ViaSat, Inc. (the "Company") designs, produces and markets advanced digital
satellite telecommunications and wireless signal processing equipment.
 
  Management Estimates and Assumptions
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
 
  Cash Equivalents
 
     Cash equivalents consist of highly liquid investments with original
maturities of 90 days or less.
 
  Revenue Recognition
 
     The majority of the Company's revenues are derived from services performed
for the United States Government and its prime contractors under a variety of
contracts including cost-plus-fixed fee, fixed-price, and time and materials
type contracts. Such sales amounted to $28,305,000, $21,226,000 and $11,143,000
for the years ended March 31, 1996, 1995 and 1994, respectively. Included in
these revenues are sales to a significant customer under various subcontracts
totaling $5,269,000 and $4,166,000 during the years ended March 31, 1996 and
1995, respectively. Sales to this customer were not significant during the year
ended March 31, 1994. Generally, revenues are recognized as services are
performed using the percentage of completion method, measured primarily by costs
incurred to date compared with total estimated costs at completion or based on
the number of units delivered. The Company provides for anticipated losses on
contracts by a charge to income during the period in which they are first
identified.
 
     Contract costs, including indirect costs, are subject to audit and
negotiations with Government representatives. These audits have been completed
and agreed upon through fiscal year 1994. Contract revenues and accounts
receivable are stated at amounts which are expected to be realized upon final
settlement.
 
  Unbilled Accounts Receivable
 
     Unbilled receivables consist of costs and fees earned and billable on
contract completion or other specified events. The majority of unbilled
receivables is expected to be collected within one year. The amount of contract
retention included in unbilled accounts receivable as of March 31, 1996 and 1995
is $45,000 and $22,000, respectively, and is expected to be collected beyond one
year.
 
  Concentration of Credit Risk
 
     Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist primarily of cash equivalents and trade
accounts receivable which are generally not collateralized. The Company limits
its exposure to credit loss by placing its cash equivalents with high credit
quality financial institutions. Concentrations of credit risk with respect to
receivables are limited because the Company's primary customers are various
agencies of the United States Government and its prime contractors.
 
                                       F-7

<PAGE>   67
 
                                  VIASAT, INC.
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
  Inventories
 
     Inventories are valued at the lower of cost or market, cost being
determined by the first-in, first-out method.
 
  Software Costs
 
     Software product development costs incurred from the time technological
feasibility is reached until the product is available for general release to
customers are capitalized and reported at the lower of cost or net realizable
value. Through March 31, 1996, no significant amounts were expended subsequent
to reaching technological feasibility.
 
  Property and Equipment
 
     Equipment, computers, and furniture and fixtures are recorded at cost, and
depreciated over estimated useful lives of 3 to 7 years under the straight-line
method. Additions to property and equipment together with major renewals and
betterments are capitalized. Maintenance, repairs and minor renewals and
betterments are charged to expense. When assets are sold or otherwise disposed
of, the cost and related accumulated depreciation or amortization are removed
from the accounts and any resulting gain or loss is recognized.
 
  Long-lived Assets
 
     The Company assesses potential impairments to its long-lived assets when
there is evidence that events or changes in circumstances have made recovery of
the asset's carrying value unlikely. An impairment loss would be recognized when
the sum of the expected future net cash flows is less than the carrying amount
of the asset. No such impairment losses have been identified by the Company.
 
  Warranty Reserves
 
     The Company provides limited warranties on certain of its products for
periods of up to three years. The Company recognizes warranty reserves based
upon an estimate of total warranty costs, with amounts expected to be incurred
within twelve months classified as a current liability.
 
  Income Taxes
 
     Income taxes are provided utilizing the liability method. The liability
method requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the carrying
amounts and tax bases of assets and liabilities. Additionally, under the
liability method, changes in tax rates and laws will be reflected in income in
the period such changes are enacted.
 
  Fair Value of Financial Instruments
 
     At March 31, 1996, the carrying amounts of the Company's financial
instruments, including cash equivalents, trade receivables and accounts payable,
approximated their fair values due to their short term maturities. At March 31,
1996, the estimated fair value of the Company's long-term debt approximated its
carrying value.
 
  New Accounting Pronouncement
 
     In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). The
Company does not intend to adopt the measurement provisions of SFAS 123 with
regard to employee-based stock compensation, and will adopt the disclosure
provisions during the fiscal year ending March 31, 1997.
 
                                       F-8

<PAGE>   68
 
                                  VIASAT, INC.
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
  Pro forma net income per share
 
     Pro forma net income per share is computed based on the weighted average
number of common shares and common stock equivalents, using the treasury stock
method, outstanding during the respective periods after giving retroactive
effect to the conversion, which will occur upon the closing of the Company's
initial public offering, of all outstanding shares of preferred stock into
2,365,538 shares of common stock. Pursuant to Securities and Exchange Commission
Staff Accounting Bulletin No. 83, all issuances of common stock and all stock
options granted within one year prior to the Company's planned initial public
offering have been included as outstanding for all periods using the treasury
stock method. Historical earnings per share are not presented because such
amounts are not deemed meaningful due to the significant change in the Company's
capital structure that will occur in connection with the planned initial public
offering.
 
  Recapitalization
 
   
     In November 1996, the Company filed an Amended and Restated Certificate of
Incorporation to effect a .7335 for 1 reverse stock split of all outstanding
shares of common stock and stock options. All shares and per share data in the
accompanying financial statements have been adjusted retroactively to give
effect to the reverse stock split. The Amended and Restated Certificate of
Incorporation increases the authorized stock of the Company such that the
Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred
stock, and 25,000,000 shares of $0.0001 par value common stock. Concurrently,
the conversion ratio of the Company's preferred stock was changed to .7335 for
1.
    
 
  Interim results (unaudited)
 
   
     The accompanying balance sheet at September 30, 1996 and the related
statements of income and of cash flows for the six months ended September 30,
1995 and 1996, and the statement of stockholders' equity for the six months
ended September 30, 1996 are unaudited. In the opinion of management, these
statements have been prepared on the same basis as the audited financial
statements and include all adjustments, consisting only of normal recurring
adjustments, necessary for the fair statement of results of the interim periods.
The data disclosed in these notes to the financial statements at such dates and
for such periods are also unaudited.
    
 
   
  Pro forma stockholders' equity (unaudited)
    
 
   
     The unaudited pro forma information presented in the accompanying balance
sheet as of September 30, 1996 reflects the conversion of all outstanding
preferred stock into 2,365,538 shares of common stock, which will occur upon
completion of the Company's planned initial public offering.
    
 
                                       F-9

<PAGE>   69
 
                                  VIASAT, INC.
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
2. COMPOSITION OF CERTAIN BALANCE SHEET CAPTIONS
 
   

<TABLE>
<CAPTION>
                                                            MARCH 31,             SEPTEMBER 30,
                                                    -------------------------     -------------
                                                       1995           1996            1996
                                                    ----------     ----------     -------------
                                                                                   (UNAUDITED)
    <S>                                             <C>            <C>            <C>
    Accounts receivable:
      Billed......................................  $2,890,000     $5,653,000      $  5,062,000
      Unbilled....................................   1,410,000        518,000         1,558,000
                                                    ----------     ----------        ----------
                                                    $4,300,000     $6,171,000      $  6,620,000
                                                    ==========     ==========        ==========
    Inventory:
      Raw materials...............................  $   67,000     $  753,000      $    532,000
      Work in process.............................     137,000        402,000         3,043,000
      Finished goods..............................                     68,000           103,000
                                                    ----------     ----------        ----------
                                                    $  204,000     $1,223,000      $  3,678,000
                                                    ==========     ==========        ==========
    Property and equipment:
      Machinery and equipment.....................  $1,288,000     $2,313,000      $  3,097,000
      Computer equipment..........................   1,564,000      2,213,000         2,540,000
      Furniture and fixtures......................     179,000        380,000           529,000
                                                    ----------     ----------        ----------
                                                     3,031,000      4,906,000         6,166,000
      Less accumulated depreciation...............  (1,135,000)    (2,117,000)       (2,736,000)
                                                    ----------     ----------        ----------
                                                    $1,896,000     $2,789,000      $  3,430,000
                                                    ==========     ==========        ==========
    Accrued liabilities:
      Accrued vacation............................  $  406,000     $  591,000      $    632,000
      Accrued 401(k) matching contribution........     275,000        444,000           284,000
      Current portion of warranty reserve.........      67,000        413,000           651,000
      Accrued bonus...............................     488,000        347,000           357,000
      Collections in excess of revenues...........     773,000        237,000           498,000
      Income taxes payable........................     601,000         40,000            50,000
      Other.......................................      59,000         85,000           143,000
                                                    ----------     ----------        ----------
                                                    $2,669,000     $2,157,000      $  2,615,000
                                                    ==========     ==========        ==========
</TABLE>

    
 
3. SHORT-TERM BANK BORROWINGS
 
     The Company has a $4,000,000 line of credit with a bank which allows it to
borrow the greater of $1,000,000 or 80% of eligible accounts receivable plus 50%
of the Company's eligible inventory at the bank's prime rate (8.25% at March 31,
1996). There were no borrowings outstanding as of March 31, 1996 and 1995. The
Company is required to pay a fee equal to 0.25% of the unused portion of the
line of credit on an annual basis. The credit agreement includes covenants
which, among other things, require the Company to maintain stated net worth
amounts plus specific liquidity and long-term solvency ratios as well as a
minimum net income level. The line of credit expires on September 15, 1997.
Amounts borrowed are secured by substantially all of the Company's assets.
 
                                      F-10

<PAGE>   70
 
                                  VIASAT, INC.
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
4. NOTES PAYABLE
 
     Notes payable are as follows:
 
   

<TABLE>
<CAPTION>
                                                               MARCH 31,
                                                        -----------------------   SEPTEMBER 30,
                                                           1995         1996          1996
                                                        ----------   ----------   -------------
                                                                                  (UNAUDITED)
    <S>                                                 <C>          <C>          <C>
    Bank installment loans, with various expiration
      dates through September 1999, total monthly
      payments of $81,000 with interest rates ranging
      between 8% and 12%, collateralized by
      equipment.......................................  $1,092,000   $1,989,000    $ 2,088,000
    Finance company installment loans, with various
      expiration dates through April 1999, total
      monthly payments of $20,000 with interest rates
      ranging between 10.23% and 11.81%,
      collateralized by equipment.....................     604,000      521,000        431,000
                                                        ----------   ----------     ----------
                                                         1,696,000    2,510,000      2,519,000
    Less current portion..............................    (476,000)    (763,000)    (1,007,000)
                                                        ----------   ----------     ----------
                                                        $1,220,000   $1,747,000    $ 1,512,000
                                                        ==========   ==========     ==========
</TABLE>

    
 
     Principal maturities of notes payable as of March 31, 1996 are summarized
as follows:
 
   

<TABLE>
<CAPTION>
YEAR ENDING MARCH 31,
- ---------------------
<S>                    <C>                                               <C>
       1997..........................................................    $  763,000
       1998..........................................................       932,000
       1999..........................................................       623,000
       2000..........................................................       192,000
                                                                         ----------
                                                                         $2,510,000
                                                                         ==========
</TABLE>

    
 
5. CONVERTIBLE PREFERRED STOCK
 
     At March 31, 1996, the Company had 3,225,000 shares of its convertible $.01
par value Series A preferred stock (preferred stock) outstanding with a
liquidation preference of $.10 per share. Each share of preferred stock is
convertible at the option of the holder into one share of common stock subject
to adjustment for stock splits and certain other transactions (Note 1). Holders
of the preferred stock have votes per share equivalent to the number of shares
of common stock to which the preferred stock may be converted.
 
     Each share of preferred stock shall automatically convert at its then
effective conversion price (i) upon the closing of any public offering of the
Company's common stock at an offering price of not less than $.50 per share and
having an aggregate offering price of at least $3,000,000, or (ii) immediately
prior to the closing of a merger, consolidation or combination of the Company
with any other corporation, or (iii) immediately prior to a sale of
substantially all of the Company's assets in which the Company receives at least
$3,000,000 in cash or negotiable securities.
 
     Each share of preferred stock is entitled to receive dividends on a
cumulative basis at the annual rate of $.009 per share, when and as declared by
the Board of Directors. Such dividends have preference over any distribution to
holders of common stock. Undeclared cumulative dividends amounted to $260,000 at
March 31, 1996.
 
                                      F-11

<PAGE>   71
 
                                  VIASAT, INC.
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
6. COMMON STOCK AND OPTIONS
 
     In July 1993, the Company adopted the 1993 Stock Option Plan (the Plan)
which authorizes 733,500 shares to be granted no later than July 2003. The Plan
provides for the grant of both incentive stock options and non-qualified stock
options which are subject to a three year vesting period. The option prices
represent the estimated fair market value of the Company's common stock as
determined by the Company's Board of Directors.
 
     Transactions under the stock option plan are summarized as follows:
 
   

<TABLE>
<CAPTION>
                                                                      NUMBER     OPTION PRICE
                                                                     OF SHARES    PER SHARE
                                                                     ---------   ------------
    <S>                                                              <C>         <C>
    Outstanding at March 31, 1994
    (all granted in fiscal 1994)...................................    54,829           $ .34
    Options granted................................................    61,137           $ .48
    Options granted................................................    74,450           $ .82
                                                                      -------
    Outstanding at March 31, 1995..................................   190,416    $.34 - $ .82
    Options granted................................................   128,033           $1.36
    Options canceled...............................................      (147)          $ .82
    Options exercised..............................................    (8,215)   $.34 - $ .82
                                                                      -------
    Outstanding at March 31, 1996..................................   310,087    $.34 - $1.36
    Options granted (unaudited)....................................   120,661    $4.09 - $4.50
    Options canceled (unaudited)...................................      (183)          $1.36
    Options exercised (unaudited)..................................   (55,056)   $.34 - $1.36
                                                                      -------
    Outstanding at September 30, 1996 (unaudited)..................   375,509    $.34 - $4.50
                                                                      =======
</TABLE>

    
 
   
     At March 31, 1996, options to purchase 77,570 shares of the Company's
Common Stock were currently exercisable at $.34 to $.82 per share.
    
 
   
     The Company also granted certain officers and employees the opportunity to
purchase at fair market value 254,855, 124,805, and 118,607 shares of the
Company's common stock in fiscal 1995, 1996 and for the six months ended
September 30, 1996, respectively.
    
 
                                      F-12

<PAGE>   72
 
                                  VIASAT, INC.
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
7. INCOME TAXES
 
     The provision (benefit) for income taxes includes the following:
 
   

<TABLE>
<CAPTION>
                                                 YEAR ENDED MARCH 31,              SIX MONTHS
                                         ------------------------------------         ENDED
                                           1994          1995         1996        SEPTEMBER 30,
                                         ---------     --------     ---------         1996
                                                                                  -------------
                                                                                   (UNAUDITED)
    <S>                                  <C>           <C>          <C>           <C>
    Current tax provision
      Federal..........................  $ 361,000     $708,000     $ 344,000      $   857,000
      State............................    109,000      193,000         9,000          188,000
                                         ---------     --------     ---------        ---------
                                           470,000      901,000       353,000        1,045,000
                                         ---------     --------     ---------        ---------
    Deferred tax provision:
      Federal..........................   (109,000)     (10,000)     (310,000)        (370,000)
      State............................    (33,000)      (3,000)      (93,000)         (95,000)
                                         ---------     --------     ---------        ---------
                                          (142,000)     (13,000)     (403,000)        (465,000)
                                         ---------     --------     ---------        ---------
         Total provision (benefit) for
           income taxes................  $ 328,000     $888,000     $ (50,000)     $   580,000
                                         =========     ========     =========        =========
</TABLE>

    
 
     Significant components of the Company's deferred tax assets and liabilities
are as follows:
 
   

<TABLE>
<CAPTION>
                                                             MARCH 31,
                                                       ---------------------     SEPTEMBER 30,
                                                         1995         1996           1996
                                                       --------     --------     -------------
                                                                                  (UNAUDITED)
    <S>                                                <C>          <C>          <C>
    Deferred tax assets:
      Warranty reserve...............................  $ 36,000     $219,000      $   438,000
      Accrued vacation...............................   129,000      190,000          203,000
      Other..........................................    60,000      142,000          384,000
                                                       --------     --------         --------
         Total deferred tax assets...................   225,000      551,000        1,025,000
    Deferred tax liabilities:
      Depreciation...................................   (91,000)     (14,000)         (23,000)
                                                       --------     --------         --------
    Net deferred tax assets..........................  $134,000     $537,000      $ 1,002,000
                                                       ========     ========         ========
</TABLE>

    
 
     A reconciliation of the provision for income taxes to the amount computed
by applying the statutory federal income tax rate to income before income taxes
is as follows:
 
   

<TABLE>
<CAPTION>
                                                 YEAR ENDED MARCH 31,              SIX MONTHS
                                          -----------------------------------         ENDED
                                            1994         1995         1996        SEPTEMBER 30,
                                          --------     --------     ---------         1996
                                                                                  -------------
                                                                                   (UNAUDITED)
    <S>                                   <C>          <C>          <C>           <C>
    Tax expense at statutory rate.......  $276,000     $746,000     $ 538,000       $ 565,000
    State tax provision (benefit), net
      of federal benefit................    87,000      153,000       (60,000)         62,000
    Research tax credit.................        --      (18,000)     (480,000)        (50,000)
    Other...............................   (35,000)       7,000       (48,000)          3,000
                                          --------     --------     ---------        --------
                                          $328,000     $888,000     $ (50,000)      $ 580,000
                                          ========     ========     =========        ========
</TABLE>

    
 
     The Company's income tax benefit for the fiscal year ended March 31, 1996
was primarily attributable to the utilization of research and development
credits generated in the period and the impact of a favorable
 
                                      F-13

<PAGE>   73
 
                                  VIASAT, INC.
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
United States Federal judicial decision which clarified the tax law related to
the utilization of research and development credits generated from the Company's
funded research and development.
 
8. EMPLOYEE BENEFITS
 
     The Company has a voluntary deferred compensation plan under Section 401(k)
of the Internal Revenue Code. The Company may make discretionary contributions
to the plan which vest equally over six years. Employees who have completed 90
days of service and are at least 21 years of age are eligible to participate in
the plan. Participants are entitled, upon termination or retirement, to their
vested portion of the plan assets which are held by an independent trustee.
Discretionary contributions accrued by the Company during fiscal years 1996,
1995 and 1994 amounted to $444,000, $275,000 and $45,000, respectively. The cost
of administering the plan is not significant.
 
9. COMMITMENTS
 
     The Company leases office facilities under noncancelable operating leases
with terms ranging from one to five years which expire between March 7, 1997 and
August 11, 1999. Certain of the Company's facilities leases contain option
provisions which allow for extension of the lease terms. Rent expense was
$608,000, $493,000 and $387,000 in fiscal years 1996, 1995 and 1994,
respectively.
 
     Future minimum lease payments are as follows:
 

<TABLE>
<CAPTION>
                              YEAR ENDING MARCH 31,
        -----------------------------------------------------------------
        <S>                                                                <C>
               1997......................................................  $  655,000
               1998......................................................     650,000
               1999......................................................     335,000
               2000......................................................     135,000
                                                                           ----------
                                                                           $1,775,000
                                                                           ==========
</TABLE>

 
     Additionally, the Company enters into long term purchase commitments with
certain of its vendors to purchase materials used to manufacture products
delivered under long term contracts. At March 31, 1996, the Company had
commitments to purchase $2,689,000 and $11,000 of materials in fiscal 1997 and
1998, respectively. Purchases under these contracts totaled $692,000 during the
year ended March 31, 1996.
 
10. SUBSEQUENT EVENTS (UNAUDITED)
 
   
     In July 1996, the Company granted certain officers and employees the
opportunity to purchase 118,607 shares of the Company's Common Stock at $4.09
    
per share.
 
                                      F-14

<PAGE>   74
 
- ------------------------------------------------------------
- ------------------------------------------------------------
 
   
     NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, ANY SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
    
                            ------------------------
 
 
                              TABLE OF CONTENTS
 
   

<TABLE>
<CAPTION>
                                             PAGE
                                             ----
<S>                                          <C>
Available Information......................    3
Prospectus Summary.........................    4
Risk Factors...............................    7
Capitalization.............................   16
Use of Proceeds............................   16
Dividend Policy............................   16
Dilution...................................   17
Selected Financial Data....................   18

Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...............................   19
Business...................................   26
Management.................................   44
Certain Transactions.......................   49
Principal and Selling Stockholders.........   50
Description of Capital Stock...............   52
Shares Eligible for Future Sale............   54
Underwriting...............................   55
Legal Matters..............................   56
Experts....................................   56
Glossary of Selected Terms.................   57
Index to Financial Statements..............  F-1
</TABLE>

    
 
                            ------------------------
 
     UNTIL             , 1996 (25 DAYS AFTER THE DATE
OF THIS PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
- ------------------------------------------------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
                                2,200,000 SHARES
 
                                      LOGO
 
                                  COMMON STOCK
                              -------------------
 
                                   PROSPECTUS
                              -------------------
                            OPPENHEIMER & CO., INC.
 
                            NEEDHAM & COMPANY, INC.
                                UNTERBERG HARRIS
                                           , 1996
- ------------------------------------------------------------
- ------------------------------------------------------------

<PAGE>   75
 

                                    PART II
 
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
     The following is an itemized statement of expenses incurred in connection
with this Registration Statement. All such expenses will be paid by the Company.
 
   

<TABLE>
    <S>                                                                         <C>
    Securities and Exchange Commission registration fee.......................  $  10,469
    NASD filing fee...........................................................      3,536
    NASDAQ NMS listing fee....................................................     17,500
    Legal fees and expenses...................................................    250,000
    Accounting fees and expenses..............................................    150,000
    Printing and engraving expenses...........................................    125,000
    Blue Sky fees and expenses................................................     25,000
    Transfer agent and registrar fees.........................................     15,000
    Miscellaneous.............................................................     53,495
                                                                                 --------
              Total...........................................................  $ 650,000
                                                                                 ========
</TABLE>

    
 
   
     All of the above items are estimates, except the Securities and Exchange
Commission registration fee and the NASD filing fee.
    
 

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
   
     The information contained in the Prospectus under the caption "Description
of Capital Stock -- Business Combinations, Certain Charter and Bylaw Provisions"
is incorporated by reference herein.
    
 

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.
 
     (a) Securities sold.
 
     The following table sets forth the date of sale, title and amount of shares
of Common Stock sold by the Company within the past three years which were not
registered under the Securities Act:
 
   

<TABLE>
<CAPTION>
DATE OF SALE         TITLE        NO. OF SHARES     OFFERING PRICE
- ------------     -------------    -------------     --------------
<C>              <S>              <C>               <C>
  03/01/94       Common Stock        140,355           $ 67,370
  10/04/94       Common Stock        111,639             91,544
  06/26/95       Common Stock        117,378            159,634
  07/01/96       Common Stock        112,941            461,929
                                     -------           --------
                                     482,313           $780,477
                                     =======           ========
</TABLE>

    
 
     In addition, the Company has granted stock options under the 1993 Stock
Option Plan since such plan's inception. For a description of these options to
employees and directors of the Company, see "Management -- 1993 Stock Option
Plan."
 
     (b) Underwriters and other purchasers.
 
     Underwriters were not retained in connection with the sale of any of the
Company's currently outstanding securities. All sales were made in private sales
to employees or directors of the Company.
 
     (c) Consideration.
 
     The Common Stock was sold by the Company for cash in the amounts set forth
in Item 15(a) above.
 
                                      II-1

<PAGE>   76
 
     (d) Exemption from registration claimed.
 
   
     The Company relied upon an exemption from registration under Section 4(2)
of the Securities Act in connection with each of these transactions. All sales
were made through private placements to employees or directors of the Company.
    
 

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
     (a) Exhibits.
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBERS                                  DESCRIPTION OF EXHIBIT
- -------   ------------------------------------------------------------------------------------
<C>       <S>
  1.1     Form of Underwriting Agreement.(1)
  3.1     Amended and Restated Certificate of Incorporation.(2)
  3.2     Bylaws.(2)
  4.1     Form of Common Stock Certificate.(2)
  5.1     Opinion of Latham & Watkins.(3)
 10.1     Preferred Stock Purchase Agreement, dated as of June 11, 1986, by and among the
          Company, Southern California Ventures, Robert W. Johnson and Thomas A. Tisch.(1)
 10.2     Shareholders' Agreement, dated June 11, 1986, by and among Southern California
          Ventures, Robert W. Johnson, Thomas A. Tisch, the Company, Mark D. Dankberg, Steven
          R. Hart and Mark J. Miller.(1)
 10.3     Form of Stock Restriction Agreement by and between the Company and each stockholder
          of the Company.(1)
 10.4     Form of Invention and Confidential Disclosure Agreement by and between the Company
          and each employee of the Company.(1)
 10.5     ViaSat, Inc. 1993 Stock Option Plan (the "1993 Stock Option Plan").(1)
 10.6     Form of Incentive Stock Option Agreement under the 1993 Stock Option Plan.(1)
 10.7     Form of Nonqualified Stock Option Agreement under the 1993 Stock Option Plan.(1)
 10.8     The 1996 Equity Participation Plan of ViaSat, Inc. (the "1996 Equity Participation
          Plan").(3)
 10.9     Form of Incentive Stock Option Agreement under the 1996 Equity Participation
          Plan.(3)
 10.10    Form of Nonqualified Stock Option Agreement under the 1996 Equity Participation
          Plan.(3)
 10.11    The ViaSat, Inc. Employee Stock Purchase Plan.(3)
 10.12    ViaSat, Inc. 401(k) Profit Sharing Plan.(1)
 10.13    Loan Agreement, dated as of September 15, 1995, by and between the Company and Union
          Bank.(1)
 10.14    Business Loan Agreement, dated as of April 5, 1994, as amended, by and between the
          Company and Scripps Bank.(1)
 10.15    Equipment Financing Agreement, dated April 28, 1994, by and between the Company and
          Heritage Leasing Capital.(1)
 10.16    Equipment Financing Agreement, dated May 13, 1994, by and between the Company and
          Heritage Leasing Capital.(1)
 10.17    Equipment Financing Agreement, dated September 19, 1994, by and between the Company
          and Heritage Leasing Capital.(1)
 10.18    Equipment Financing Agreement, dated December 6, 1994, by and between the Company
          and Heritage Leasing Capital.(1)
 10.19    Sublease, dated as of August 20, 1993, by and between Whittaker Corporation and the
          Company (2290 Cosmos Court, Carlsbad, California).(1)
</TABLE>

    
 
                                      II-2

<PAGE>   77
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBERS                                  DESCRIPTION OF EXHIBIT
- -------   ------------------------------------------------------------------------------------
<C>       <S>
 10.20    Lease Agreement, dated December 8, 1994, by and between The Campus, LLC and the
          Company (The Campus, Carlsbad, California).(1)
 10.21    Lease, dated March 21, 1995, by and between Nagog Development Co. and the Company
          (125 Nagog Park, Acton, Massachusetts).(1)
 10.22    Lease, dated March 8, 1996, by and between Harry and Wendy Brandon and the Company
          (1900 S. Harbor City Blvd., Melbourne, Florida).(1)
 10.23    Basic Ordering Agreement, dated November 8, 1994, as amended, by and between the
          Company and AT&T acting through its Tridom division.(1)
 10.24    Supply & Services Contract, dated June 2, 1996, by and between HCL Comnet Systems
          and Services Limited and the Company.(2)
 10.25    Basic Ordering Agreement Subcontract, dated March 4, 1994, by and between Magnavox
          Electronic Systems Company and the Company.(2)
 10.26    Award/Contract, effective March 29, 1996, as amended, issued by Electronic Systems
          Center/MCK Air Force Materiel Command, USAF to the Company.(2)
 10.27    Award/Contract, effective October 2, 1995, issued by Electronic Systems Center/MCK
          Air Force Materiel Command, USAF to the Company.(2)
 10.28    Award/Contract, effective September 29, 1993, as amended, issued by Information
          Technology Acquisition Center to the Company.(2)
 10.29    Turnkey Agreement, dated August 9, 1996, by and between Hutchison Corporate Access
          (HK) Limited and the Company.(2)
 10.30    Award/Contract, effective July 30, 1991, issued by Electronic Systems Division Air
          Force Systems Command, USAF to the Company.(2)
 10.31    Award/Contract, effective September 27, 1993, as amended, issued by Contracting
          Officer Naval Research Laboratory to the Company.(2)
 10.32    Award Contract, effective September 21, 1994, as amended, issued by Technical
          Contract Management Office to the Company.(2)
 10.33    Fixed Price Contract, dated as of October 18, 1995, by and between the Company and
          Spectragraphics.(2)
 10.34    Commitment Letter, dated October 28, 1996, issued by Union Bank to the Company.(2)
 11.1     Statement re computation of per share earnings.(1)
 21.1     Subsidiaries.(1)
 23.1     Consent of Price Waterhouse LLP.(2)
 23.2     Consent of Latham & Watkins (contained in Exhibit 5.1).(3)
 24.1     Power of Attorney.(1)
 27.1     Financial Data Schedule.(2)
</TABLE>

    
 
- ---------------
   
(1) Filed previously.
    
 
   
(2) Filed herewith.
    
 
   
(3) To be filed by amendment.
    
 
     (b) Financial Statement Schedules.
 
     All required information is set forth in the financial statements included
in the Prospectus constituting part of this Registration Statement.
 
                                      II-3

<PAGE>   78
 

ITEM 17.  UNDERTAKINGS.
 
     The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
     The undersigned Registrant hereby undertakes that:
 
          (1) For purposes of determining any liability under the Securities
     Act, the information omitted from the form of prospectus filed as part of
     this Registration Statement in reliance upon Rule 430A and contained in a
     form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     Registration Statement as of the time it was declared effective.
 
          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
                                      II-4

<PAGE>   79
 

                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Carlsbad, State of California, on November 5, 1996.
    
 
                                          ViaSat, Inc.
 
                                          By: /s/  MARK D. DANKBERG
 
                                            ------------------------------------
                                            Mark D. Dankberg
                                            Chairman, President and Chief
                                              Executive Officer
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
    
 
   

<TABLE>
<CAPTION>
                SIGNATURE                               TITLE                      DATE
- ------------------------------------------  -----------------------------    -----------------
<S>                                         <C>                              <C>

/s/  MARK D. DANKBERG                       Chairman of the Board,           November 5, 1996
- ------------------------------------------  President and Chief Executive
Mark D. Dankberg                            Officer (Principal Executive
                                            Officer)

/s/  GREGORY D. MONAHAN*                    Vice President, Chief            November 5, 1996
- ------------------------------------------  Financial Officer and General
Gregory D. Monahan                          Counsel (Principal Financial
                                            Officer and Principal
                                            Accounting Officer)

/s/  ROBERT W. JOHNSON*                     Director                         November 5, 1996
- ------------------------------------------
Robert W. Johnson

/s/  JEFFREY M. NASH*                       Director                         November 5, 1996
- ------------------------------------------
Jeffrey M. Nash

/s/  B. ALLEN LAY*                          Director                         November 5, 1996
- ------------------------------------------
B. Allen Lay

*By: /s/  MARK D. DANKBERG
    -------------------------------------- 
           Mark D. Dankberg
           Attorney-in-Fact
</TABLE>

    
 
                                      II-5

<PAGE>   80
 

                                 EXHIBIT INDEX
 
     The following exhibits are filed as part of this Form S-1 Registration
Statement.
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBERS                                  DESCRIPTION OF EXHIBIT
- -------   ------------------------------------------------------------------------------------
<C>       <S>
  1.1     Form of Underwriting Agreement.(1)
  3.1     Amended and Restated Certificate of Incorporation.(2)
  3.2     Bylaws.(2)
  4.1     Form of Common Stock Certificate.(2)
  5.1     Opinion of Latham & Watkins.(3)
 10.1     Preferred Stock Purchase Agreement, dated as of June 11, 1986, by and among the
          Company, Southern California Ventures, Robert W. Johnson and Thomas A. Tisch.(1)
 10.2     Shareholders' Agreement, dated June 11, 1986, by and among Southern California
          Ventures, Robert W. Johnson, Thomas A. Tisch, the Company, Mark D. Dankberg, Steven
          R. Hart and Mark J. Miller.(1)
 10.3     Form of Stock Restriction Agreement by and between the Company and each stockholder
          of the Company.(1)
 10.4     Form of Invention and Confidential Disclosure Agreement by and between the Company
          and each employee of the Company.(1)
 10.5     ViaSat, Inc. 1993 Stock Option Plan (the "1993 Stock Option Plan").(1)
 10.6     Form of Incentive Stock Option Agreement under the 1993 Stock Option Plan.(1)
 10.7     Form of Nonqualified Stock Option Agreement under the 1993 Stock Option Plan.(1)
 10.8     The 1996 Equity Participation Plan of ViaSat, Inc. (the "1996 Equity Participation
          Plan").(3)
 10.9     Form of Incentive Stock Option Agreement under the 1996 Equity Participation
          Plan.(3)
 10.10    Form of Nonqualified Stock Option Agreement under the 1996 Equity Participation
          Plan.(3)
 10.11    The ViaSat, Inc. Employee Stock Purchase Plan.(3)
 10.12    ViaSat, Inc. 401(k) Profit Sharing Plan.(1)
 10.13    Loan Agreement, dated as of September 15, 1995, by and between the Company and Union
          Bank.(1)
 10.14    Business Loan Agreement, dated as of April 5, 1994, as amended, by and between the
          Company and Scripps Bank.(1)
 10.15    Equipment Financing Agreement, dated April 28, 1994, by and between the Company and
          Heritage Leasing Capital.(1)
 10.16    Equipment Financing Agreement, dated May 13, 1994, by and between the Company and
          Heritage Leasing Capital.(1)
 10.17    Equipment Financing Agreement, dated September 19, 1994, by and between the Company
          and Heritage Leasing Capital.(1)
 10.18    Equipment Financing Agreement, dated December 6, 1994, by and between the Company
          and Heritage Leasing Capital.(1)
 10.19    Sublease, dated as of August 20, 1993, by and between Whittaker Corporation and the
          Company (2290 Cosmos Court, Carlsbad, California).(1)
 10.20    Lease Agreement, dated December 8, 1994, by and between The Campus, LLC and the
          Company (The Campus, Carlsbad, California).(1)
 10.21    Lease, dated March 21, 1995, by and between Nagog Development Co. and the Company
          (125 Nagog Park, Acton, Massachusetts).(1)
</TABLE>

    

<PAGE>   81
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBERS                                  DESCRIPTION OF EXHIBIT
- -------   ------------------------------------------------------------------------------------
<C>       <S>
 10.22    Lease, dated March 8, 1996, by and between Harry and Wendy Brandon and the Company
          (1900 S. Harbor City Blvd., Melbourne, Florida).(1)
 10.23    Basic Ordering Agreement, dated November 8, 1994, as amended, by and between the
          Company and AT&T acting through its Tridom division.(1)
 10.24    Supply & Services Contract, dated June 2, 1996, by and between HCL Comnet Systems
          and Services Limited and the Company.(2)
 10.25    Basic Ordering Agreement Subcontract, dated March 4, 1994, by and between Magnavox
          Electronic Systems Company and the Company.(2)
 10.26    Award/Contract, effective March 29, 1996, as amended, issued by Electronic Systems
          Center/MCK Air Force Materiel Command, USAF to the Company.(2)
 10.27    Award/Contract, effective October 2, 1995, issued by Electronic Systems Center/MCK
          Air Force Materiel Command, USAF to the Company.(2)
 10.28    Award/Contract, effective September 29, 1993, as amended, issued by Information
          Technology Acquisition Center to the Company.(2)
 10.29    Turnkey Agreement, dated August 9, 1996, by and between Hutchison Corporate Access
          (HK) Limited and the Company.(2)
 10.30    Award/Contract, effective July 30, 1991, issued by Electronic Systems Division Air
          Force Systems Command, USAF to the Company.(2)
 10.31    Award/Contract, effective September 27, 1993, as amended, issued by Contracting
          Officer Naval Research Laboratory to the Company.(2)
 10.32    Award Contract, effective September 21, 1994, as amended, issued by Technical
          Contract Management Office to the Company.(2)
 10.33    Fixed Price Contract, dated as of October 18, 1995, by and between the Company and
          Spectragraphics.(2)
 10.34    Commitment Letter, dated October 28, 1996, issued by Union Bank to the Company.(2)
 11.1     Statement re computation of per share earnings.(1)
 21.1     Subsidiaries.(1)
 23.1     Consent of Price Waterhouse LLP.(2)
 23.2     Consent of Latham & Watkins (contained in Exhibit 5.1).(3)
 24.1     Power of Attorney.(1)
 27.1     Financial Data Schedule.(2)
</TABLE>

    
 
- ---------------
   
(1) Filed previously.
    
 
   
(2) Filed herewith.
    
 
   
(3) To be filed by amendment.
    





<PAGE>   1
                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  VIASAT, INC.

                  VIASAT, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

                  1. The Corporation's original Certificate of Incorporation was
filed on October 25, 1996.

                  2. That by action taken by unanimous written consent of the
Board of Directors on November 4, 1996, resolutions were duly adopted setting
forth a proposed amendment and restatement of the Certificate of Incorporation
of the Corporation, declaring said amendment and restatement to be advisable and
directing its officers to submit said amendment and restatement to the sole
stockholder of the Corporation for consideration thereof. The resolution setting
forth the proposed amendment and restatement is as follows:

                  "THEREFORE, BE IT RESOLVED, that the Certificate of
         Incorporation of the Corporation is hereby amended to read in its
         entirety as follows, subject to the required consent of the sole
         stockholder of the corporation:

                  FIRST: The name of the Corporation (hereinafter the
                  "Corporation") is

                                  VIASAT, INC.

                  SECOND: The address, including street, number, city and
                  county, of
 the registered office of the Corporation in the
                  State of Delaware is 1013 Centre Road, City of Wilmington,
                  County of New Castle; and the name of the Registered Agent of
                  the Corporation in the State of Delaware is The Prentice-Hall
                  Corporation System, Inc.

                  THIRD: The nature of the business or purposes to be conducted
                  or promoted is to engage in any lawful act or activity for
                  which corporations may be organized under the General
                  Corporation Law of Delaware.

                  FOURTH: The Corporation is authorized to issue two classes of
                  shares of capital stock to be designated respectively,
                  "Preferred Stock" and "Common Stock". The total number of
                  shares which the Corporation is authorized to issue is thirty
                  million (30,000,000). Five million (5,000,000) shares shall be
                  Preferred Stock, of which three million two hundred
                  twenty-five thousand (3,225,000) are hereby designated Series
                  A 

<PAGE>   2

                  Convertible Preferred Stock ("Series A Preferred Stock") and
                  twenty-five million (25,000,000) shares shall be Common Stock.
                  The Preferred Stock and the Common Stock shall each have a par
                  value of $.0001 per share.

                           The Preferred Stock authorized by this Amended and
                  Restated Certificate of Incorporation shall be issued from
                  time to time in one or more series. Except with respect to the
                  Series A Preferred Stock which is described below, authority
                  is hereby expressly granted to the Board of Directors of the
                  Corporation to issue, from time to time, shares of Preferred
                  Stock in one or more series, and, in connection with the
                  establishment of any such series by resolution or resolutions,
                  to determine and fix such voting powers, full or limited, or
                  no voting powers, and such other powers, designations,
                  preferences and relative, participating, optional and other
                  rights, and the qualifications, limitations and restrictions
                  thereof, including, without limitation, dividend rights,
                  conversion rights, redemption privileges and liquidation
                  preferences, as shall be stated in such resolution or
                  resolutions, all to the fullest extent permitted by the
                  Delaware General Corporation Law. Without limiting the
                  generality of the foregoing, the resolution or resolutions
                  providing for the establishment of any series of Preferred
                  Stock may, to the extent permitted by law, provide that such
                  series shall be superior to, rank equally with or be junior to
                  the Preferred Stock of any other series. Except as otherwise
                  expressly provided in the resolution or resolutions providing
                  for the establishment of any series of Preferred Stock, no
                  vote of the holders of shares of Preferred Stock or Common
                  Stock shall be a prerequisite to the issuance of any shares of
                  any series of the Preferred Stock authorized by and complying
                  with the conditions of this Amended and Restated Certificate
                  of Incorporation. The rights preferences, privileges and
                  restrictions of the Series A Preferred Stock and of the
                  holders thereof shall be as follows:

                                    (a)     Dividends.

                           (1) Right to Dividends. The holders of the
                  outstanding shares of Series A Preferred Stock shall be
                  entitled to receive, when and as declared by the Corporation's
                  Board of Directors, and out of any funds legally available
                  therefor, cumulative dividends at the annual rate of $.009 per
                  share, payable, if earned and declared, in cash on the 1st day
                  of May of each year with respect to the prior fiscal year.
                  Subject to the remainder of this subsection (a), such
                  dividends shall accrue on each such share from the date of its
                  original issue and shall accrue from month to month. Such
                  dividends shall accumulate and accrue during each fiscal year
                  only to the extent of the net income of the Company for such
                  fiscal year. For the purposes of this section, "net income" of
                  the Company for a period shall mean the consolidated net
                  income of the Company, and its subsidiaries, for that period
                  determined in accordance with generally accepted accounting
                  principles.

                           (2) Priority. No dividend shall be paid or declared
                  and no distribution shall be made on any Common Stock, no
                  shares of Common Stock shall be purchased, redeemed or
                  otherwise acquired by the Corporation and no monies shall be
                  paid into or set aside or otherwise made available for a
                  sinking fund for the purchase, redemption or acquisition of
                  any shares of Common Stock if dividends on the Series A
                  Preferred Stock for the then current annual dividend period
                  and accrued dividends for all previous dividend periods, at
                  the annual rate specified above, have not been paid or

                                       2

<PAGE>   3


                  declared and a sum sufficient for the payment thereof set
                  apart; provided, however, that subject to subparagraph
                  (g)(1)(i), the restrictions shall not apply to the repurchase
                  of shares of Common Stock from directors or employees of, or
                  consultants to the Corporation pursuant to stock purchase or
                  stock option agreements under which the Corporation has the
                  option or obligation to repurchase such shares upon the
                  occurrence of certain events including the termination of
                  employment. Any accumulation of dividends on Series A
                  Preferred Stock shall not bear interest.

                           (3) Partial Payment. If the Board shall declare a
                  payment of dividend and the amount declared for dividend
                  payment is insufficient to permit the payment of the full
                  preferential amounts required to be paid to the holders of the
                  outstanding Series A Preferred Stock and to holders of any
                  other Preferred Stock on a parity therewith as to dividend
                  preferences, then the entire amount declared for dividend
                  payment shall be distributed ratably among the holders of
                  Series A Preferred Stock and such other holders according to
                  the respective preferential amounts to which such holders
                  would otherwise be entitled.

                                    (b)     Preference on Liquidation.

                           (1) In the event of any liquidation, dissolution or
                  winding up of the Corporation, whether voluntary or
                  involuntary, the holders of shares of Series A Preferred Stock
                  then outstanding shall be entitled to be paid out of the
                  assets of the Corporation available for distribution to its
                  stockholders, whether from capital, surplus or earnings,
                  before any payment shall be made in respect of the Common
                  Stock of the Corporation, an amount equal to $.10 plus all
                  accrued, but unpaid dividends, if any, per share (the
                  "Preference Price"). In case of any liquidation, dissolution
                  or winding up of the Corporation, after the holders of shares
                  of Series A Preferred Stock have received an amount equal to
                  the Preference Price, and the further payment of the full
                  preferential amounts to which the holders of any other
                  Preferred Stock are specifically entitled, the assets
                  remaining shall be distributed ratably among the holders of
                  Common Stock until each holder of Common Stock has received an
                  amount equal to the Preference Price. (The amount required to
                  pay the full Preference Price to each holder of Series A
                  Preferred Stock and other preferred stock and the amount
                  required to be paid to each holder of Common Stock hereunder
                  is hereinafter collectively referred to as the "Payout.")
                  Thereafter, any assets remaining shall be distributed ratably
                  among the holders of all of the stock of the Corporation
                  (Preferred and Common).

                           (2) The sale, transfer or lease of all or
                  substantially all of the assets of the Corporation, the gross
                  proceeds of which do not exceed the Payout, shall be deemed to
                  be a liquidation, dissolution or winding up of the Corporation
                  as those terms are used in this paragraph (b).

                           (3) If upon any liquidation, dissolution or winding
                  up of the Corporation, whether voluntary or involuntary, the
                  assets of the Corporation available for distribution to its
                  shareholders shall be insufficient to pay the full
                  preferential amounts required to be paid to the holders of
                  Series A Preferred Stock and the holders of any other
                  Preferred Stock on a parity therewith as to liquidation
                  preferences, then the entire assets of the Corporation legally
                  available to be distributed shall be distributed ratably

                         
                                       3

<PAGE>   4



                  among the holders of Series A Preferred Stock and such other
                  holders according to the respective preferential amounts to
                  which such holders would otherwise be entitled.

                                    (c)     Voting.

                           (1) Preferred Stock. Each holder of shares of Series
                  A Preferred Stock shall be entitled to vote on all matters
                  and, except as otherwise expressly provided herein, shall be
                  entitled to the number of votes equal to the largest number of
                  full shares of Common Stock into which such shares of Series A
                  Preferred Stock could be converted, pursuant to the provisions
                  of paragraph (d) of this Article Four, at the record date for
                  the determination of the shareholders entitled to vote on such
                  matters or, if no such record date is established, as the date
                  such vote is taken.

                           (2) Common Stock. Each holder of shares of Common
                  Stock shall be entitled to one vote for each share thereof
                  held. Except as otherwise expressly provided herein or as
                  required by law, the holders of Series A Preferred Stock and
                  the holders of Common Stock shall vote together and not as
                  separate classes.

                                    (d)     Conversion Rights.

                           The holders of Series A Preferred Stock shall have
                  the following conversion rights (the "Conversion Rights"):

                           (1) Right to Convert. The Series A Preferred Stock
                  shall be convertible, at any time or from time to time, at the
                  option of any holder thereof, into fully paid and
                  nonassessable shares of Common Stock.

                           (2) Conversion Price. Each share of Series A
                  Preferred Stock shall be convertible into the number of shares
                  of Common Stock which results from dividing the Conversion
                  Price in effect at the time of conversion into $.10 for each
                  share of Series A Preferred Stock being converted. The initial
                  Conversion Price shall be $.13633265 subject to adjustment
                  from time to time as provided below.

                           (3) Mechanics of Conversion. Each holder of Series A
                  Preferred Stock who desires to convert the same into shares of
                  Common Stock shall surrender the certificate or certificates
                  therefor, duly endorsed, at the office of the Corporation or
                  of any transfer agent for the Series A Preferred Stock or
                  Common Stock, and shall give written notice to the Corporation
                  at such office that such holder elects to convert the same and
                  shall state therein the number of shares of Series A Preferred
                  Stock being converted. Thereupon, the Corporation shall
                  promptly issue and deliver at such office to such holder a
                  certificate or certificates for the number of shares of Common
                  Stock to which such holder is entitled. Such conversion shall
                  be deemed to have been made immediately prior to the close of
                  business on the date of such surrender of the shares of Series
                  A Preferred Stock to be converted, and the person entitled to
                  receive the shares of Common Stock issuable upon such
                  conversion shall be treated for all purposes as the record
                  holder of such shares of Common Stock on such date.

                           (4) Adjustment for Stock Splits and Combinations. If
                  the Corporation at any time or from time to time after the
                  date of original issue of the Series A Preferred

                                       4

<PAGE>   5

                  Stock (the "Commitment Date") effects a subdivision of the
                  outstanding Common Stock, the Conversion Price then in effect
                  immediately before the subdivision shall be proportionately
                  decreased, and conversely, if the Corporation at any time or
                  from time to time after the Commitment Date combines the
                  outstanding shares of Common Stock, the Conversion Price then
                  in effect immediately before the combination shall be
                  proportionately increased. Any adjustment under this
                  subparagraph (4) shall become effective as of the date and
                  time the subdivision or combination becomes effective.

                           (5) Adjustment for Certain Dividends and
                  distributions. In the event the Corporation at any time or
                  from time to time after the Commitment Dates makes, or fixes a
                  record date for the determination of holders of Common Stock
                  entitled to receive a dividend or other distribution payable
                  in additional shares of Common Stock, then and in each such
                  event the Conversion Price then in effect shall be decreased
                  as of the time of such issuance or, in the event such a record
                  date is fixed, as of the close of business on such record
                  date, by multiplying the Conversion Price then in effect by a
                  fraction (i) the numerator of which is the total number of
                  shares of Common Stock issued and outstanding immediately
                  prior to the time of such issuance or the close of business on
                  such record date, and (ii) the denominator of which shall be
                  the total number of shares of Common Stock issued and
                  outstanding immediately prior to the time of such issuance or
                  the close of business on such record date plus the number of
                  shares of Common Stock issuable in payment of such dividend or
                  distribution; provided, however, that if such record date is
                  fixed and such dividend or distribution is not fully paid on
                  the date fixed therefor, the Conversion Price shall be
                  recomputed accordingly as of the close of business on such
                  record date and thereafter the Conversion Price shall be
                  adjusted pursuant to this subparagraph (5) as of the time of
                  and on the basis of the actual dividend or distribution paid.

                           (6) Adjustments for Other Dividends and
                  Distributions. In the event the Corporation at any time or
                  from time to time after the Commitment Date makes, or fixes a
                  record date for the determination of holders of Common Stock
                  entitled to receive, a dividend or other distribution payable
                  in securities of the Corporation other than shares of Common
                  Stock, then and in each such event provision shall be made so
                  that the holders of Series A Preferred Stock shall receive
                  upon conversion thereof, in addition to the number of shares
                  of Common Stock receivable thereupon, the amount of securities
                  of the Corporation which they would have received had their
                  Series A Preferred Stock been converted into Common Stock on
                  the date of such event and had they thereafter, during the
                  period from the date of such event to and including the date
                  of conversion, retained such securities receivable by them as
                  aforesaid during such period, subject to all other adjustments
                  called for during such period under this paragraph (d) with
                  respect to the rights of the holders of Series A Preferred
                  Stock.

                           (7) Adjustment for Recapitalizations,
                  Reclassifications and Exchanges. If the Common Stock issuable
                  upon the conversion of the Series A Preferred Stock is changed
                  into the same or a different number of share of any class or
                  classes of stock, whether by recapitalization,
                  reclassification or exchange (other than by subdivision,
                  combination, stock dividend, reorganization, merger,
                  consolidation or sale of assets, as provided for elsewhere in
                  this paragraph (d)), then the holders of Series A Preferred
                  Stock shall have the right thereafter to convert their Series
                  A Preferred Stock into the kind and amount of stock and other
                  securities and property receivable upon such

                                       5

<PAGE>   6

                  recapitalization, reclassification or exchange by holders of
                  the maximum number of shares of Common Stock into which such
                  shares of Series A Preferred Stock might have been converted
                  immediately prior to such recapitalization, reclassification
                  or exchange, all subject to further adjustment as provided
                  herein.

                           (8) Reorganization, Mergers, Consolidations or Sales
                  of Assets. If at any time or from time to time there is a
                  capital reorganization of the Common Stock (other than a
                  recapitalization, reclassification, exchange, subdivision,
                  combination, or stock dividend provided for elsewhere in this
                  paragraph (d)), merger or consolidation of the Corporation
                  with or into another corporation, or sale of all or
                  substantially all of the Corporation's properties and assets
                  to any other person, then, as a part of such reorganization,
                  merger, consolidation or sale, provision shall be made so that
                  the holders of Series A Preferred Stock shall thereafter be
                  entitled to receive, upon conversion of the Series A Preferred
                  Stock, the number of shares of stock or other securities or
                  property of the Corporation, or of the successor corporation
                  resulting from such reorganization, merger, consolidation or
                  sale, to which a holder of Common Stock deliverable upon
                  conversion would otherwise have been entitled on such
                  reorganization, merger, consolidation, or sale. In any such
                  case, appropriate adjustment shall be made in the application
                  of the provisions of this paragraph (d) with respect to the
                  rights of the holders of the Series A Preferred Stock after
                  the reorganization, merger, consolidation or sale to the end
                  that the provisions of this paragraph (d) (including
                  adjustment of the Conversion Price then in effect and number
                  of shares issuable upon conversion of the Series A Preferred
                  Stock) shall be applicable after that event and be as nearly
                  equivalent to the provisions hereof as may be practicable.

                           (9) Accountants' Certificate of Adjustment. In any
                  case of an adjustment or readjustment of the Conversion Price
                  or the number of shares of Common Stock, or other securities
                  issuable upon conversion of Series A Preferred Stock, the
                  Corporation at its expense, shall cause independent public
                  accountants of recognized standing selected by the Corporation
                  (who may be the independent public accountants then auditing
                  the books of the Corporation) to compute such adjustment or
                  readjustment in accordance with the provisions hereof and
                  prepare a certificate showing such adjustment or readjustment,
                  and shall mail such certificate, by first class mail, postage
                  prepaid, to each registered holder of Series A Preferred Stock
                  at the holder's address as shown in the Corporation's books.
                  The certificate shall set forth such adjustment or
                  readjustment, showing in detail the facts upon which such
                  adjustment or readjustment is based.

                           (10) Notices of Record Date. In the event of (i) any
                  taking by the Corporation of a record of the holders of any
                  class of securities for the purpose of determining the holders
                  thereof who are entitled to receive any dividend or other
                  distribution, or (ii) any capital reorganization of the
                  Corporation, any reclassification or recapitalization of the
                  capital stock of the Corporation, any transfer of all or
                  substantially all of the assets of the Corporation to any
                  other person, any consolidation, any merger, or any voluntary
                  or involuntary dissolution, liquidation or winding up of the
                  Corporation, the Corporation shall mail to each holder of
                  Series A Preferred Stock no less than 10 days and no more than
                  50 days prior to the record date specified therein or the
                  effective date thereof, a notice specifying (A) the material
                  terms and conditions 

                                       6

<PAGE>   7

                  of the proposed action, (B) the date on which any such record
                  is to be taken for the purpose of such dividend or
                  distribution and a description of such dividend or
                  distribution, (C) the date on which any such reorganization,
                  reclassification, recapitalization, transfer, consolidation,
                  merger, dissolution, liquidation or winding up is expected to
                  become effective, and (D) the time, if any, that is to be
                  fixed, as to when the holders of record of Common Stock (or
                  other securities) shall be entitled to exchange their shares
                  of Common Stock (or other securities) for securities or other
                  property deliverable upon such reorganization,
                  reclassification, recapitalization, transfer, consolidation,
                  merger, dissolution, liquidation or winding up.

                           (11)     Automatic Conversion.

                                    (i) Each share of Series A Preferred Stock
                           shall automatically be converted into shares of
                           Common Stock based on the then effective Conversion
                           Price immediately upon the closing of any public
                           offering pursuant to an effective registration
                           statement under the Securities Act of 1933, as
                           amended, in which the aggregate gross proceeds
                           received by the Corporation at the public offering
                           price equals or exceeds $3,000,000, and the public
                           offering price per share of which equals or exceeds
                           $.50 per share of Common Stock (appropriately
                           adjusted for stock dividends, recapitalizations,
                           subdivisions and combinations of shares of Common
                           Stock).

                                    (ii) Each share of Series A Preferred Stock
                           shall automatically be converted into shares of
                           Common Stock based on the then effective Conversion
                           Price immediately prior to the closing of a merger,
                           consolidation or combination of the Corporation with
                           or into another Corporation or entity, or a sale of
                           substantially all of the Corporation's assets, in
                           which the Corporation receives cash in the aggregate
                           amount of, or freely tradeable securities with an
                           aggregate value of, at least $3,000,000 and at a
                           price per share of Common Stock equal to or exceeding
                           $.50 per share.

                                    (iii) Upon the occurrence of the event
                           specified in subparagraph (i) or (ii) above, the
                           outstanding shares of Series A Preferred Stock shall
                           be converted automatically without any further action
                           by the holders of such shares and whether or not the
                           certificates representing such shares are surrendered
                           to the Corporation or its transfer agent; provided,
                           however, that the Corporation shall not be obligated
                           to issue certificates evidencing the shares of Common
                           Stock issuable upon such conversion unless the
                           certificates evidencing such shares of Series A
                           Preferred Stock are either delivered to the
                           Corporation or its transfer agent as provided below,
                           or the holder notifies the Corporation or its
                           transfer agent that such certificates have been lost,
                           stolen or destroyed and executes an agreement
                           satisfactory to the Corporation to indemnify the
                           Corporation from any loss incurred by it in
                           connection therewith. Upon the occurrence of such
                           automatic conversion of the Series A Preferred Stock,
                           each holder of Series A Preferred Stock shall
                           surrender the certificates representing such shares
                           at the office of the Corporation or any transfer
                           agent for the Series A Preferred Stock or Common
                           Stock. Thereupon, there shall be issued and delivered
                           to such holder promptly at such office and in his
                           name as shown on such surrendered certificate or
                           certificates, a certificate or certificates 

                                       7

<PAGE>   8

                  for the number of shares of Common Stock into which the shares
                  of Series A Preferred Stock surrendered were convertible on
                  the date on which such automatic conversion occurred.

                           (12) Fractional Shares. No fractional shares of
                  Common Stock shall be issued upon conversion of the shares of
                  Series A Preferred Stock of any holder. In lieu of any
                  fractional shares to which the holder would otherwise be
                  entitled, the corporation shall, to the extent legally
                  permissible, pay cash equal to the product of such fraction
                  multiplied by the Common Stock's fair market value as of the
                  date of conversion as determined in good faith by the Board.

                           (13) Reservation of Stock Issuable Upon Conversion.
                  The Corporation shall at all times reserve and keep available
                  out of its authorized but unissued shares of Common Stock,
                  solely for the purpose of effecting the conversion of the
                  shares of Series A Preferred Stock, such number of its shares
                  of Common Stock as shall from time to time be sufficient to
                  effect the conversion of all outstanding shares of Series A
                  Preferred Stock; and if at any time the number of authorized
                  but unissued shares of Common Stock shall not be sufficient to
                  effect the conversion of all then outstanding shares of Series
                  A Preferred Stock, the Corporation will take such corporate
                  action as may, in the opinion of its counsel, be necessary to
                  increase its authorized but unissued shares of Common Stock to
                  such number of shares as shall be sufficient for such purpose.

                           (14) Notices. Any notice required by the provisions
                  of this paragraph (d) to be given to the holder of shares of
                  the Series A Preferred Stock shall be deemed given upon the
                  earlier of actual receipt of 72 hours after the same has been
                  deposited in the United States mail, by certified or
                  registered mail, return receipt requested, postage prepaid,
                  and addressed to each holder of record at his address
                  appearing on the books of the Corporation.

                           (15) Payment of Taxes. The Corporation will pay all
                  taxes (other than taxes based upon income) and other
                  governmental charges that may be imposed with respect to the
                  issue or delivery of shares of Common Stock upon conversion of
                  shares of Series A Preferred Stock, including without
                  limitation, any tax or other charge imposed in connection with
                  any transfer involved in the issue and delivery of shares of
                  Common Stock in a name other than that in which the shares
                  Series A Preferred Stock so converted were registered.

                                    (e)     Restrictions and Limitations.

                           (1) So long as at least 300,000 shares of Series A
                  Preferred Stock remain outstanding, the Corporation shall not,
                  and shall not permit any Subsidiary (as hereinafter defined)
                  to, without the vote or written consent by the holders of more
                  than 50% of the then outstanding Series A Preferred Stock
                  voting as a single class:

                                    (i) Purchase, redeem or otherwise acquire
                           (or pay into or set aside for a sinking fund for such
                           purpose) any of the Common Stock; provided, however,
                           that this restriction shall not apply to the
                           repurchase of shares of Common Stock from Corporation
                           or any Subsidiary pursuant to an agreement

                                       8

<PAGE>   9

                           under which the Corporation has the option or the
                           obligation to repurchase such shares upon the
                           occurrence of certain events, including the
                           termination of employment, provided that the total
                           amount applied to such repurchase does not exceed
                           $50,000 during any twelve-month period;

                                    (ii) Permit any Subsidiary to issue or sell,
                           except to the Corporation or any wholly-owned
                           Subsidiary, any stock of such Subsidiary;

                           (2) The Corporation shall not amend its Articles of
                  Incorporation without the approval, by vote or written
                  consent, of the holders of more than 50% of the Series A
                  Preferred Stock voting as a single class if such amendment
                  would change any of the rights, preferences, privileges of or
                  limitations provided for herein for the benefit of the Series
                  A Preferred Stock.

                                    (f) Replacement of Certificates. Upon
                  receipt of evidence reasonably satisfactory to the Corporation
                  of the loss, theft, destruction, or mutilation of any
                  certificate representing any of the Series A Preferred Stock,
                  and, in the case of loss, theft, or destruction, the execution
                  of an agreement satisfactory to the Corporation to indemnify
                  the Corporation from any loss incurred by it in connection
                  therewith, the Corporation will issue, or cause to be issued,
                  a new certificate representing such Series A Preferred Stock
                  in lieu of such lost, stolen, destroyed, or mutilated
                  certificate.

                  FIFTH: The name and the mailing address of the incorporator
                  are as follows:

                           NAME                                MAILING ADDRESS
                  Daniel Howard                    701 "B" Street, Suite 2100
                                                   San Diego, California  92101

                  SIXTH: (1) The business and affairs of the Corporation shall
                  be managed by or under the direction of a Board of Directors
                  consisting of not less than 4 nor more than 11 directors, the
                  exact number of directors to be determined from time to time
                  solely by resolution adopted by the affirmative vote of a
                  majority of the entire Board of Directors.

                           (2) The directors shall be divided into three
                  classes, designated Class I, Class II and Class III. Each
                  class shall consist, as nearly as may be possible, of
                  one-third of the total number of directors constituting the
                  entire Board of Directors. Each director shall serve for a
                  term ending on the date of the third annual meeting of
                  stockholders next following the annual meeting at which such
                  director was elected, provided that directors initially
                  designated as Class I directors shall serve for a term ending
                  on the date of the 1997 annual meeting, directors initially
                  designated as Class II directors shall serve for a term ending
                  on the date of the 1998 annual meeting, and directors
                  initially designated as Class III directors shall serve for a
                  term ending on the date of the 1999 annual meeting.
                  Notwithstanding the foregoing, each director shall hold office
                  until such director's successor shall have been duly elected
                  and qualified or until such director's earlier death,
                  resignation or removal. If the number of directors is changed,
                  any increase or decrease shall be apportioned among the
                  classes so as to maintain the number of directors in each
                  class as nearly equal as possible, but in no 

                                       9

<PAGE>   10

                  event will a decrease in the number of directors shorten the
                  term of any incumbent director. Vacancies on the Board of
                  Directors resulting from death, resignation, removal or
                  otherwise and newly created directorships resulting from any
                  increase in the number of directors may be filled solely by a
                  majority of the directors then in office (although less than a
                  quorum) or by a sole remaining director, and each director so
                  elected shall hold office for a term that shall coincide with
                  the remaining term of the class to which such director shall
                  have been elected. Whenever the holders of one or more classes
                  or series of Preferred Stock shall have the right, voting
                  separately as a class or series, to elect directors, the
                  nomination, election, term of office, filling of vacancies,
                  removal and other features of such directorships shall not be
                  governed by this ARTICLE SIXTH unless otherwise provided for
                  in the certificate of designation for such classes or series.

                           (3) No director may be removed from office by the
                  stockholders except for cause with the affirmative vote of the
                  holders of not less than a majority of the total voting power
                  of all outstanding securities of the Corporation then entitled
                  to vote generally in the election of directors, voting
                  together as a single class.

                  SEVENTH: The Corporation is to have perpetual existence.

                  EIGHTH: The following provisions are inserted for the
                  management of the business and the conduct of the affairs of
                  the Corporation and for the further definition of the powers
                  of the Corporation and its directors and stockholders:

                           (1) The Board of Directors shall have the power to
                  adopt, amend or repeal the by-laws of the Corporation.

                           The stockholders may adopt, amend or repeal the
                  by-laws only with the affirmative vote of the holders of not
                  less than 66 2/3% of the total voting power of all outstanding
                  securities of the Corporation then entitled to vote generally
                  in the election of directors, voting together as a single
                  class.

                           (2) Elections of directors need not be by written
                  ballot unless the by-laws of the Corporation so provide.

                           (3) Any action required or permitted to be taken at
                  any annual or special meeting of stockholders may be taken
                  only upon the vote of stockholders at an annual or special
                  meeting duly noticed and called in accordance with Delaware
                  Law, and may not be taken by written consent of stockholders
                  without a meeting.

                           (4) Special meetings of stockholders may be called by
                  the Board of Directors, the Chairman of the Board of
                  Directors, the President or the Secretary of the Corporation
                  and may not be called by any other person. Notwithstanding the
                  foregoing, whenever holders of one or more classes or series
                  of Preferred Stock shall have the right, voting separately as
                  a class or series, to elect directors, such holders may call
                  special meetings of such holders pursuant to the certificate
                  of designation for such classes or series.

                                       10

<PAGE>   11

                  NINTH: No director of this Corporation shall be personally
                  liable to the Corporation or its stockholders for monetary
                  damages for breach of fiduciary duty as a director, except for
                  liability (i) for any breach of the director's duty of loyalty
                  to the Corporation or its stockholders, (ii) for acts or
                  omissions not in good faith or which involve intentional
                  misconduct or a knowing violation of the Law, (iii) under
                  Section 174 of the General Corporation law of Delaware, or
                  (iv) for any transaction from which the director derived an
                  improper personal benefit".

                  3. That thereafter, by consent of the sole stockholder of all
of the issued and outstanding shares of stock of the Corporation in accordance
with Section 228 of the General Corporation Law of the State of Delaware, all of
the shares of the Corporation were voted in favor of the amendment.


                                       11

<PAGE>   12

                  4. That said Amended and Restated Certificate of Incorporation
was duly adopted in accordance with the provisions of Sections 242 and 245 of
the General Corporation Law of the State of Delaware.

                  IN WITNESS WHEREOF, VIASAT, INC. has caused this Certificate
to be signed by Mark D. Dankberg, its President and Mark J. Miller, its
Secretary, this 4th day of November, 1996.

                                                   VIASAT, INC.
                                                   a Delaware corporation


                                                   By:/s/Mark D. Dankberg
                                                      ----------------------
                                                   Name: Mark D. Dankberg
                                                   Title:    President

ATTEST

/s/Mark J. Miller
- --------------------
Name:Mark J. Miller
Title: Secretary

                                       12




<PAGE>   1

                                                                     EXHIBIT 3.2

                                     BY-LAWS

                                       OF

                                  VIASAT, INC.



<PAGE>   2



                                     BY-LAWS

                                       OF

                                  VIASAT, INC.

                                    ARTICLE I

                                     OFFICES

                  Section 1. Registered Office. The registered office shall be
in the City of Wilmington, County of New Castle, State of Delaware.

                  Section 2. Other Offices. The corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of stockholders shall
be held at any place within or outside the State of Delaware designated by the
Board of Directors. In the absence of any such designation, stockholders'
meetings shall be held at the principal executive office of the corporation.

                  Section 2. Annual Meeting of Stockholders. The annual meeting
of stockholders shall be held each year on a date and a time designated by the
Board of Directors. At each annual meeting directors shall be elected and any
other proper business may be transacted.

                  Section 3. Quorum; Adjourned Meetings and Notice Thereof. A
majority of the stock issued and outstanding and entitled to vote at any meeting
of stockholders, the holders of which are present
 in person or represented by
proxy, shall constitute a quorum for the



<PAGE>   3



transaction of business except as otherwise provided by law, by the Certificate
of Incorporation, or by these By-Laws. A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum and the
votes present may continue to transact business until adjournment. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in person or by proxy
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote thereat.

                  Section 4. Voting. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes, or the Certificate of Incorporation, or these By-Laws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

                  Section 5. Proxies. At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three years
prior to said meeting, unless said instrument provides for a longer period. All
proxies must be filed with the Secretary of the corporation at the beginning 

                                       2

<PAGE>   4

of each meeting in order to be counted in any vote at the meeting. Each
stockholder shall have one vote for each share of stock having voting power,
registered in his name on the books of the corporation on the record date set by
the Board of Directors as provided in Article V, Section 6 hereof. All elections
shall be had and all questions decided by a plurality vote, except as otherwise
expressly provided for herein.

                  Section 6. Special Meetings. Special meetings of the
stockholders, for any purpose, or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be called by the Chairman of
the Board or the President and shall be called by the President or the Secretary
at the request in writing of the Board of Directors. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

                  Section 7. Notice of Stockholder's Meetings. Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which notice shall state the place,
date and hour of the meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called. The written notice of any meeting
shall be given to each stockholder entitled to vote at such meeting not less
than ten nor more than sixty days before the date of the meeting. If mailed,
notice is given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
corporation. To be properly brought before the meeting, business must be of a
nature that is appropriate for consideration at a meeting of stockholders and
must be (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board of Directors, or
(iii) otherwise properly brought before the meeting by a stockholder. 

                                       3

<PAGE>   5

In addition to any other applicable requirements, for business to be properly
brought before a stockholder's meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, each such notice must be given either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation not
later than (1) with respect to a matter to be brought before an annual meeting
or a special meeting sixty (60) days prior to the date set forth in the By-Laws
for an annual meeting and (2) with respect to a matter to be brought before a
special meeting the close of business on the tenth day following the date on
which notice of such meeting is first given to stockholders. The notice shall
set forth (i) information concerning the stockholder, including his or her name
and address, (ii) a representation that the stockholder is entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
present the matter specified in the notice, and (iii) such other information as
would be required to be included in a proxy statement soliciting proxies for the
presentation of such matter to the meeting.

                  Notwithstanding anything in these By-Laws to the contrary, no
business shall be transacted at an annual meeting except in accordance with the
procedures set forth in this section; provided, however, that nothing in this
section shall be deemed to preclude discussion by any stockholder of any
business properly brought before an annual meeting in accordance with these
By-Laws.

                  Section 8. Maintenance and Inspection of Stockholder List. The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of 

                                       4

<PAGE>   6

shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

                  Section 9. Stockholder Action by Written Consent Without a
Meeting. Unless otherwise provided in the Certificate of Incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may not be taken without a meeting.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. The Number of Directors. The number of directors
which shall constitute the whole Board shall be not less than four (4) nor more
than eleven (11). The actual number of directors shall be fixed from time to
time by the Board as provided in the Certificate of Incorporation. The directors
need not be stockholders. The directors shall be elected at the annual meeting
of the stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and qualified;
provided, however, that unless otherwise restricted by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, for cause, from the Board of Directors at any meeting of stockholders
by not less than 66 2/3% of the outstanding stock of the Corporation.

                                       5

<PAGE>   7

                  Section 2. Vacancies. Vacancies on the Board of Directors by
reason of death, resignation, retirement, disqualification, removal from office,
or otherwise, and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director. The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

                  Section 3. Powers. The property and business of the
corporation shall be managed by or under the direction of its Board of
Directors. In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.



                                       6

<PAGE>   8
                       MEETINGS OF THE BOARD OF DIRECTORS


                  Section 4. Place of Directors' Meetings. The directors may
hold their meetings and have one or more offices, and keep the books of the
corporation outside of the State of Delaware.

                  Section 5. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board.

                  Section 6. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President on
forty-eight hours' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the President or the Secretary in
like manner and on like notice on the written request of two directors unless
the Board consists of only one director; in which case special meetings shall be
called by the President or Secretary in like manner or on like notice on the
written request of the sole director.

                  Section 7. Quorum. At all meetings of the Board of Directors a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the vote of a
majority of the directors present at any meeting at which there is a quorum,
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Certificate of Incorporation or by
these By-Laws. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. If only one director is authorized, such sole director shall
constitute a quorum.

                                       7

<PAGE>   9

                  Section 8. Action Without Meeting. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

                  Section 9. Telephonic Meetings. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

                                    COMMITTEES OF DIRECTORS

                  Section 10. Committees of Directors. The Board of Directors
may, by resolution passed by a majority of the whole Board, designate one or
more committees, each such committee to consist of one or more of the directors
of the corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors 

                                       8

<PAGE>   10

in the management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the By-Laws of the corporation; and, unless the
resolution or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

                  Section 11. Minutes of Committee Meetings. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.

                            COMPENSATION OF DIRECTORS

                  Section 12. Compensation of Directors. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, the Board of
Directors shall have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.


                                       9

<PAGE>   11
                                 INDEMNIFICATION

                  Section 13. Indemnification. (a) The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

                  (b) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and 

                                       10

<PAGE>   12

reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation except that no
such indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such Court of Chancery or such other court shall deem proper.

                  (c) To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in paragraphs (a) and (b), or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                  (d) Any indemnification under paragraphs (a) and (b) (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (a) and (b). Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

                                       11

<PAGE>   13

                  (e) Expenses incurred by an officer or director in defending
any civil or criminal, administrative or investigative action, suit or
proceeding shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this Section 13. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.

                  (f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section 13 shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

                  (g) The Board of Directors may authorize, by a vote of a
majority of a quorum of the Board of Directors, the corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Section 13.

                  (h) For the purposes of this Section 13, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any

                                       12

<PAGE>   14

constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                  (i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.

                  (j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section 13 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                       13

<PAGE>   15

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. Officers. The officers of this corporation shall be
chosen by the Board of Directors and shall include a Chairman of the Board, a
President, a Secretary, and a Chief Financial Officer or Treasurer. The
corporation may also have at the discretion of the Board of Directors such other
officers as are desired, including one or more Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 hereof. In the event
there are two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President, or other similar or dissimilar
title. At the time of the election of officers, the directors may by resolution
determine the order of their rank. Any number of offices may be held by the same
person, unless the Certificate of Incorporation or these By-Laws otherwise
provide.

                  Section 2. Election of Officers. The Board of Directors, at
its first meeting after each annual meeting of stockholders, shall choose the
officers of the corporation.

                  Section 3. Subordinate Officers. The Board of Directors may
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.

                  Section 4. Compensation of Officers. The salaries of all
officers and agents of the corporation shall be fixed by the Board of Directors.

                  Section 5. Term of Office; Removal and Vacancies. The officers
of the corporation shall hold office until their successors are chosen and
qualify in their stead. Any 

                                       14

<PAGE>   16

officer elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. If the
office of any officer or officers becomes vacant for any reason, the vacancy
shall be filled by the Board of Directors.

                              CHAIRMAN OF THE BOARD

                  Section 6. Chairman of the Board. The Chairman of the Board
shall, if present, preside at all meetings of the stockholders and the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
By-Laws.

                                    PRESIDENT

                  Section 7. President. Subject to such supervisory powers as
may be given by the Board of Directors to the Chairman of the Board, the
President shall, subject to the control of the Board of Directors and in the
absence of the Chairman of the Board, assume the powers and duties prescribed in
Section 6 of this Article IV. In the absence of the Chairman of the Board, he
shall preside at all meetings of the stockholders and at all meetings of the
Board of Directors. He shall be an ex-officio member of all committees and shall
have the general powers and duties of management usually vested in the office of
President of corporations, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these By-Laws.

                                 VICE PRESIDENTS

                  Section 8. Vice President. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the

                                       15

<PAGE>   17


President. The Vice Presidents shall have such other duties as from time to time
may be prescribed for them, respectively, by the Board of Directors.

                        SECRETARY AND ASSISTANT SECRETARY

                  Section 9. Secretary. The Secretary shall attend all sessions
of the Board of Directors and all meetings of the stockholders and record all
votes and the minutes of all proceedings in a book to be kept for that purpose;
and shall perform like duties for the standing committees when required by the
Board of Directors. He shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or these By-Laws. He shall
keep in safe custody the seal of the corporation, and when authorized by the
Board, affix the same to any instrument requiring it, and when so affixed it
shall be attested by his signature or by the signature of an Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

                  Section 10. Assistant Secretaries. The Assistant Secretary, or
if there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors, or if there be no such determination, the Assistant
Secretary designated by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

          CHIEF FINANCIAL OFFICER OR TREASURER AND ASSISTANT TREASURER

                  Section 11. Chief Financial Officer or Treasurer. The Chief
Financial Officer or Treasurer shall have the custody of the corporate funds and
securities and shall keep full and

                                       16

<PAGE>   18

accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys, and other valuable effects in the name
and to the credit of the corporation, in such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Chief Financial Officer or Treasurer and of the financial
condition of the corporation. If required by the Board of Directors, he shall
give the corporation a bond, in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors, for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                  Section 12. Assistant Treasurer. The Assistant Treasurer, or
if there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors, or if there be no such determination, the
Assistant Treasurer designated by the Board of Directors, shall, in the absence
or disability of the Treasurer, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

                  Section 1. Certificates. Every holder of stock of the
corporation shall be entitled to have a certificate signed by, or in the name of
the corporation by, the Chairman or Vice 

                                       17

<PAGE>   19

Chairman of the Board of Directors, or the President or a Vice President, and by
the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer of the corporation, certifying the number of shares represented by the
certificate owned by such stockholder in the corporation.

                  Section 2. Signatures on Certificates. Any or all of the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer, transfer agent, or registrar at
the date of issue.

                  Section 3. Statement of Stock Rights, Preferences, Privileges.
If the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

                                       18

<PAGE>   20
                     LOST, STOLEN OR DESTROYED CERTIFICATES

                  Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

                               TRANSFERS OF STOCK

                  Section 5. Transfers of Stock. Upon surrender to the
corporation, or the transfer agent of the corporation, of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

                               FIXING RECORD DATE

                  Section 6. Fixing Record Date. In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of the stockholders, or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for

                                       19

<PAGE>   21

the purpose of any other lawful action, the Board of Directors may fix a record
date which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

                  Section 7. Registered Stockholders. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save an
expressly provided by the laws of the State of Delaware.

                                   ARTICLE VI

                               GENERAL PROVISIONS

                                    DIVIDENDS

                  Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

                  Section 2. Payment of Dividends; Directors' Duties. Before
payment of any dividend there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a 

                                       20

<PAGE>   22

refund to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interests of the corporation, and the
directors may abolish any such reserve.

                                     CHECKS

                  Section 3. Checks. All checks or demands for money and notes
of the corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

                                   FISCAL YEAR

                  Section 4. Fiscal Year. The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.

                                      SEAL

                  Section 5. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                     NOTICES

                  Section 6. Manner of Giving Notice. Whenever, under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, notice is required to be given to any director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be 

                                       21

<PAGE>   23

deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram.

                  Section 7. Waiver of Notice. Whenever any notice is required
to be given under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                ANNUAL STATEMENT

                  Section 8. Annual Statement. The Board of Directors shall
present at each annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.

                                   ARTICLE VII

                                   AMENDMENTS

                  Section 1. Amendment by Directors. These By-Laws may be
altered, amended or repealed or new By-Laws may be adopted by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate of Incorporation or by the affirmative vote of not less than 66 2/3%
of the total voting power of all outstanding securities of the Corporation then
entitled to vote generally in the election of directors, voting together as a
single class, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-Laws be contained in the notice of such special meeting.

                                           

                                       22

<PAGE>   24




                            CERTIFICATE OF SECRETARY

                  I, the undersigned, do hereby certify:

                  (1) That I am duly elected and acting Secretary of ViaSat,
Inc., a Delaware corporation; and 

                  (2) That the foregoing bylaws, comprising twenty-two (22)
pages, constitute the bylaws of said corporation as duly adopted by unanimous
written consent of the Board of Directors of said corporation dated as of
October 25, 1996.

                  IN WITNESS WHEREOF, I have hereunto subscribed my name this
4th day of November, 1996.

                                                            /s/ MARK J. MILLER
                                                            ____________________
                                                            Mark J. Miller
                                                            Secretary

                                       23




<PAGE>   1
                                                                  EXHIBIT 4.1


COMMON STOCK                                                   COMMON STOCK
  NUMBER                                                          SHARES
VS


                                     VIASAT


INCORPORATED UNDER THE LAWS OF                                 SEE REVERSE FOR
    THE STATE OF DELAWARE                                    CERTAIN DEFINITIONS

                                                              CUSIP 92552V 10 0


THIS CERTIFIES THAT




IS THE RECORD HOLDER OF


 FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.0001 PAR VALUE, OF
                                  VIASAT, INC.
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned and registered by the Transfer Agent and 
Registrar.
  
  WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.


Dated:                         VIASAT, INC.
                                CORPORATE
                                  SEAL
/s/ Mark J. Miller                1996                    /s/  Mark D. Dankberg
    SECRETARY                   DELAWARE                       PRESIDENT



CERTIFICATE OF STOCK

COUNTERSIGNED AND REGISTERED:
 HARRIS TRUST COMPANY OF CALIFORNIA
                      TRANSFER AGENT
                       AND REGISTRAR

BY

                AUTHORIZED SIGNATURE




<PAGE>   2
        The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or

restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.

        The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


<TABLE>
        <S>                                             <C>
        TEN COM -- as tenants in common                 UNIF GIFT MIN ACT --               CUSTODIAN 
        TEN ENT -- as tenants by the entireties                              --------------           -------------
        JT TEN  -- as joint tenants with right of                                (Cust)                  (Minor)  
                   survivorship and not as tenants                           under Uniform Gifts to Minors
                   in common                                                 Act
                                                                                 ----------------------------------
                                                                                               (State)                  
                                                        UNIF TRF MIN ACT  --            Custodian (until age       )  
                                                                                 ------                      ------
                                                                                 (Cust)
                                                                                            under Uniform Transfers
                                                                                 ----------
                                                                                   (Minor)
                                                                                 to Minors Act
                                                                                               --------------------
                                                                                                      (State)  
</TABLE>



    Additional abbreviations may also be used though not in the above list.


FOR VALUE RECEIVED, _______________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
______________________________________

______________________________________

_______________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________________

________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation 
with full power of substitution in the premises.

Dated ________________________________


                                        X _____________________________________

                                        X _____________________________________
                                  NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
                                          MUST CORRESPOND WITH THE NAME(S) 
                                          AS WRITTEN UPON THE FACE OF THE 
                                          CERTIFICATE IN EVERY PARTICULAR, 
                                          WITHOUT ALTERATION OR ENLARGEMENT 
                                          OR ANY CHANGE WHATEVER.


Signature(s) Guaranteed





By ___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM)
PURSUANT TO S.E.C. RULE 17Ad-16.
                               




<PAGE>   1
CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80 (b)(4), 200.83
AND 230.406 * INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST THAT IS FILED SEPARATELY WITH THE COMMISSION

                                                                   EXHIBIT 10.24

                            [Photo Foreign Currency]
                                     India
                                   Ten Rupees


             SUPPLY & SERVICES CONTRACT FOR SCPC/DAMA VSAT NETWORK

This contract is made on this Second day of June, 1996, by and between HCL
COMNET SYSTEMS AND SERVICES LIMITED, a company registered under the Companies
Act, 1956, having its Registered office at 806-808, Siddharth, 96 Nehru Place,
New Delhi, INDIA, hereinafter called CUSTOMER and VIASAT INC., a California
Corporation, located 2290, Cosmos Court, Carlsbad, CA 92009-1595 herein after
called as CONTRACTOR (both Parties to mean their successors and assigns
wherever the context so permits)

AND WHEREAS, the Customer intends to establish, maintain, operate and sell SCPC
DAMA VSAT Communication services based on the equipment to be supplied by the 
Contractor which shall comply technically with the revision of the DOT
specifications included herein;

AND WHEREAS, the Customer intends to market and provide domestic SCPC DAMA VSAT
communications services and equipment to various customers
 (hereinafter called
"USERS") in whole territory of India and territory as defined in International
Distributor Agreement;

AND WHEREAS, the Customer wishes to purchase a SCPC DAMA VSAT DAMA Network
(hereinafter referred to as "DAMA" Network 1") from the Contractor and the
Contractor agrees to supply, erect and commission the DAMA Network 1 and
perform all obligations as per the terms contained hereunder;

AND WHEREAS, the Customer wishes to purchase additional SCPC DAMA VSAT Networks
or parts thereof;

AND WHEREAS, the Customer wishes at his option to manufacture SCPC DAMA VSAT
equipment in India and the Contractor agrees to provide the necessary
manufacturing technology know-how at terms and costs to be defined in a
separate agreement, to the Customer;


                                    1 of 31

<PAGE>   2

NOW, THEREFORE, the Parties hereto agree as follows:

01.0    DEFINITIONS

        In the Contract, unless the context otherwise requires, the following
        definitions shall apply:

        "ACCEPTED" shall mean that Products have been accepted in accordance 
        with the provisions of Article 05.0.

        "ACCEPTANCE TESTS" shall mean the tests and test procedures of the 
        DAMA Network 1, Loaner System, Equipment and Software as specified
        in Article 05.0.

        "ACCEPTANCE DATE" shall be, in relation to any part of the DAMA 
        Network 1, Equipment and Software, the date when the DAMA Network 1,
        Equipment and Software is Accepted by the Customer.

        "CONTRACT" shall mean this agreement between the Customer and the
        Contractor encompassing all the terms, Schedules and all attachments
        hereto, and any subsequent amendments thereof.

        "CONTRACT PRICE" shall mean the sum or sums so mentioned in Article 8
        and includes any additions thereto or deductions therefrom agreed in
        writing subsequently by both the Parties under this Contract.

        "DELIVERABLE AND SUPPLIES" shall mean and include all Equipment, 
        Software, documentation, Services and all such items to be supplied to
        Customer under this Contract.

        "DAMA NETWORK 1" means SCPC DAMA VSAT Network as defined in Schedule A.

        "DAMA NETWORK 1 DESIGN" shall mean a detailed description of the 
        specifications, facilities and functions of the DAMA Network 1
        including network configuration and performance parameters all of which
        is contained in Schedules A, C and E.

        "DUTIES AND TAXES" shall mean any and all currently applicable or 
        hereinafter imposed duties, taxes, levies, fees and any other charges
        that are or may be



                                    2 of 31

<PAGE>   3
        imposed by any local, state, national, public or quasi-public 
        government entity of India or any local, state, national, public
        or quasi-public government entity of the United States of America
        or any other country.

        "EFFECTIVE DATE" shall mean the date on which this Contract is signed
        by both Parties.

        "EQUIPMENT" shall include, as defined in Exhibit A to Schedule G, Aurora
        Network Terminals (NT), Network Control Terminals (NCT), Network Control
        Computer (NCC), documentation, spares and all other materials to be 
        provided by the Contractor under this Contract. The "Equipment" includes
        associated imbedded software.

        "HUB STATION" or "HUB" shall mean the central transmitting and
        receiving facility of the Network. Hub includes NCT and Network Control
        Software (NCS).

        "IMPLEMENTATION PLAN" shall mean the timetable of events and sequence
        of activities that will be necessary to realize the successful
        completion of the DAMA Network 1 as set out in the Contract as 
        Schedule B with the start date being the Effective Date of the Contract.

        "INTEGRATION" unless otherwise specified herein applies to the DAMA
        Network 1 in accordance with Schedule E.

        "OPERATING MANUALS" shall mean the documentation and operating manuals
        to be provided by the Contractor in accordance with Schedule E.

        "SERVICES" shall include project management, consultation, training, 
        installation of hub and VSAT, integration, acceptance testing,
        commissioning onsite/remote maintenance, onsite/remote operations
        support and all other services to be provided to the Customer as
        defined in Schedules E and Exhibit A of Schedule G.

        "SITE(S)" shall mean the place or places in which the Hub or Equipment 
        are to be installed.

        "SUB-CONTRACTOR" shall mean any person to whom any part of the 
        Contract has been sub-contracted by the Contractor and their legal
        representatives, successors and permitted assigns of such person.

        "SOFTWARE" shall include all licensed software as defined in accordance
        with Schedule F.


                                    3 of 31

<PAGE>   4
        "TRAINING" shall mean the classroom and hands-on training offered by
        the Contractor in accordance with Exhibit A to Schedule G.


02.0    OBJECT OF THE CONTRACT:

02.1    The Contractor shall:

        (a) supply a DAMA Network 1 as per the Customer requirement defined in
            Network Design (Schedule A) and install, erect, commission,
            integrate and test the same all in accordance with the ATP
            (Schedule C); and

        (b) supply Equipment and Software for subsequent orders; and

        (c) provide all Deliverables and Supplies as defined in this Contract.

        
02.2    Further, as part of this Contract, the Parties shall enter into the
        following agreements;

        (i) International Distributor Agreement (as per Schedule G)

02.3    Manufacturing Technology Transfer Agreement: this would be mutually
        agreed upon between the parties at a subsequent date and would be
        incorporated as a schedule to the Supply and Services Contract. The
        Customer is however, granted the first exclusive right to manufacture
        this product in the Territory. However, if the Parties fail to come
        to an agreement neither party shall have any obligation or liability.


03.0    OBLIGATIONS OF THE CONTRACTOR

03.1    LOANER AND DAMA NETWORK 1 ORDER

03.1.1  Contractor shall ship a loaner system to Customer free of charge with 
        freight and insurance pre-paid on a date to be agreed upon between the
        Parties. The loaner is defined in Schedule A hereto and shall be
        secured by a stand-by letter of credit. Upon completion of installation 
        by Contractor or within ninety (90) days of receipt of the loaner
        system, whichever occurs first, Customer shall perform an ATP in 
        accordance with Schedule C hereto. If the system passes the ATP, the 
        Customer has the option to either 1) place a Purchase Order for a DAMA
        Network 1 and return the loaner system to the Contractor, or 2) place
        Purchase Order(s) for the Loaner System and additional Equipment 
        necessary to convert the loaner system into a DAMA Network 1. Prices for
        the DAMA


                                    4 of 31

<PAGE>   5
          Network 1 are contained in Exhibit A to Schedule G hereto. Customer
          shall have responsibility to take delivery of the loaner and
          additional Equipment at the designated ports in India.

03.1.2    In the event the loaner system does not pass the ATP, the Customer may
          return the loaner system to Contractor and have no further 
          obligations under this Contract.

03.2      DAMA NETWORK 1

          The Contractor shall supply, erect, install, test the DAMA Network 1
          and provide all deliverables and supplies as per the Terms and 
          Conditions and Schedules of this Contract.

03.2.1    DAMA NETWORK 1 PERFORMANCE

3.2.1.1   The Contractor shall be responsible for the overall network 
          performance of the DAMA Network 1 purchased by the Customer and all
          the obligations specified in this Contract. 

03.2.1.2  The overall performance of the DAMA Network 1 for which the Contractor
          is responsible is comprised inter alia of the following elements:
          - Overall network design including configuration (as defined in
            Schedule A).
          - Network availability/reliability (based on performance of 
            Contractor's equipment and software).
          - Network integrity (bit error rate, throughput)
          - End to end connectivity and integration (subject to acceptable
            protocols being used)

03.2.1.3  All the performance criteria, facilities and functions of the DAMA
          Network 1 will be specified in Schedules A, C E, and N.

03.2.1.4  The Contractor's obligations for DAMA Network 1 performance (specified
          herein) shall be fully and completely satisfied upon passing the ATP
          (Schedule C). After acceptance by the Customer the DAMA Network 1
          shall be subject to the warranty described in paragraph 06.1, Article
          06.0. 

03.2.1.5  The Operating Manuals and Training Plan shall provide adequate 
          instruction to enable the Customer to make full and proper use of the
          Equipment.

03.2.1.6  From time to time the Contractor may offer and Customer may elect to
          purchase new releases of Contractor's products.




                                    5 of 31



<PAGE>   6
03.2.2    DAMA NETWORK 1 ACCEPTANCE

          The DAMA Network 1 shall be accepted in accordance with paragraph
          05.1 of Article 05.0. Contractor shall not be required to accept 
          orders for additional Equipment until the DAMA Network 1 has been
          accepted.

03.2.3    CUSTOMER SOURCED ITEMS

03.2.3.1  The Customer shall procure the RF equipment, and IFL cables as per
          the specifications of the Contractor contained in Schedule L.

03.2.3.2  The Customer shall also be responsible for providing the antenna 
          from Prodelin, specifications to be supplied by Contractor.

03.2.3.3  For the DAMA Network 1, the Contractor shall be responsible for
          performance of the DAMA Network 1 as defined in paragraph 03.2.1
          herein including all Contractor approved sourced items listed in
          paragraph 03.2.3.1, provided that Customer purchased Equipment
          are strictly compliant with the specifications of Schedule L.

03.2.3.4  For subsequent purchases, the Contractor shall be responsible for
          performance of the Contractor supplied Equipment and its proper
          operation along with Customer purchased Equipment as provided in
          Article 04.0, provided that Customer purchased Equipment is strictly
          compliant with Contractor's appropriate recommendations in regard to
          these purchases and is purchased from Contractor approved sources.

03.3      ADDITIONAL FEATURES

03.3.1    The current contractual feature set of the Software is known as
          Release 1 and is defined in Exhibit A to Schedule G. Contractor
          has identified three (3) new Software Releases that include 
          progressively more features that it may, at its option, offer for
          sale in the future. The Releases are known as Release 2, Release 3,
          and Release 4 and are defined in Exhibit A to the Schedule G. Each
          Software Release contains all the features of the prior Release(s)
          and incorporates new features. Within thirty (30) days of the
          Effective Date of the Contract the Parties will mutually agree upon
          Software specifications and acceptance test procedures for Releases
          2 through 4. At this point neither the Customer or the Contractor
          will be contractually obligated to purchase or sell the new Releases.


                                    6 of 31

<PAGE>   7
03.3.2    The Contractor is not contractually committed to provide a software
          Release beyond Release 1. The Contractor will not be contractually
          obligated to provide a Software Release beyond Release 1 until such
          time as Contractor has accepted in writing a purchase order 
          containing said Release. In the event the Contractor has accepted
          a purchase order for a Release from any other customer, Contractor
          shall accept an order for the said Release and ship the said Release
          to Customer within seven(7) days of shipping to any other customer.
          The Releases, if incorporated into the Contract, will be sold in the
          form of a software kit. Priced features are indicated separately in
          Exhibit A to Schedule G.

03.3.3    The prices and conditions relating thereto for the Releases 2 through
          4 are detailed in Exhibit A to Schedule G.

03.3.4    Acceptance testing for first purchased copies of Releases 2 through
          4 will be done utilizing the DAMA Network 1 in accordance with
          paragraph 05.2 of Article 05.0. The Customer will be responsible for
          procuring any additional Equipment required to be added to the DAMA
          Network 1 to complete the Acceptance Tests. Contractors 
          responsibilities for first purchased copies (limited to DAMA Network
          1) of Releases 2 through 4 shall be as per Article 3.2.1.

03.3.5    Contractor will not be obligated to accept purchase orders for
          additional upgrade kits or new Equipment containing a new Release
          until the Customer has Accepted the first set with each new Release.

03.4      ADDITIONAL EQUIPMENT

          Subject to the conditions contained in this Contract and the 
          Schedule G International Distributorship Agreement, the Contractor
          will accept purchase orders for Equipment specified in Exhibit A to
          Schedule G.

03.5      GENERAL

03.5.1    COMPLIANCE WITH DOT LICENSE

          The Contractor shall comply with the mandatory function requirements
          as defined in the Schedule N draft DOT License with exceptions as 
          noted therein.

03.5.2    INTENTIONALLY LEFT BLANK.


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<PAGE>   8
03.5.3    EXPORT

          The Contractor shall be responsible for complying with any of the
          United States Government applicable foreign export regulations and 
          obtaining the necessary export licenses.

04.0      OBLIGATIONS OF THE CUSTOMER

04.1      The Customer shall obtain, at his expense, at proper times, all 
          permits and approvals from the Government of India, including proper
          import papers, and the local Indian authorities as necessary for the
          performance of the Contract. The Customer shall comply with all such
          permits and approvals including without limitation the DOT license.

04.2      The Customer shall make available the Site(s) and grant the
          Contractor free and uninterrupted access thereto to carry out his
          obligations under this Contract.

04.3      The Customer shall provide at his expense information, services,
          works, materials, utilities, personnel, etc., as specified by the
          Contractor as per Schedules E and L.

04.4      The Customer shall at his own expense take delivery of the purchased
          Equipment and Supplies from the Contractor facilities in Carlsbad,
          California, except as otherwise provided in this Contract.

04.5      The Customer shall strictly comply with the specifications and 
          prescriptions given by the Contractor as per Schedule L.

04.6      Export

04.6.1    The Customer agrees that it will not export or re-export directly,
          indirectly, DAMA Network 1, Equipment, Software or technical data
          provided hereunder, in any form including, but not limited to
          written, printed, verbal, telephonic, fax or electronic
          communication, to the countries listed below which export is 
          restricted by United States law or regulations without the prior
          written consent, if required, of appropriate United States
          governmental agencies including in the Office of Export 
          Administration, Department of Commerce; North Korea, Cuba and Libya.
          This list may be adjusted by the Contractor from time to time as may
          be required by United States law and shall be provided to the 
          Customer accordingly.

                                    8 of 31

<PAGE>   9
04.6.2    The DAM Network 1, Equipment and Software provided under this 
          Contract shall not be used either directly or indirectly in any
          nuclear activity nor the design, development, production, 
          stockpiling, transportation or use of nuclear, biological or
          chemical weapons without the prior written authorization from the
          United States government and the Contractor. This Contract is
          conditioned upon the obtaining and the continuing validity of all
          necessary United States governmental approvals including but not
          limited to export licenses and no transaction shall be required
          by the Contractor hereunder without such approvals.

04.6.3    The Customer shall comply with and be solely responsible for
          compliance with all laws, regulations and requirements of the 
          United States Government with respect to the re-export of the DAMA 
          Network 1, Equipment and Software or data pertaining thereto such
          documentation and assurances as are required from time to time to
          comply herewith. The Contractor shall be responsible for advising the 
          Customer of such applicable laws and regulations and subsequent 
          changes thereto during the course of this Contract.

05.0      ACCEPTANCE TEST PROCEDURE

05.1      DAMA Network 1 System Acceptance

05.1.1    Prior to shipment of the loaner system and DAMA Network 1 (or
          additional Equipment if the Customer chooses to convert the loaner 
          system into the DAMA Network 1), the Contractor shall perform a
          Factory Acceptance Test (FAT) at its facilities. Two copies of the FAT
          document shall be provided to the Customer. The Contractor shall give
          the Customer at least fifteen (15) days prior written notice (or such
          shorter notice as may be agreed by the Parties) of the date (the
          "Testing Date") on which the Contractor shall be ready to commence the
          FAT. On the Testing Date, the Customer may observe the FAT with
          authorized representatives of the Contractor. In the event the
          Customer, having received notice from the Contractor in a timely
          manner fails to attend the FAT, the Contractor will complete the FAT
          and include written results with the shipped Equipment. Shipment shall
          not be made until the FAT is successfully completed.

05.1.2    Unless the Parties agree in writing to an extension of time, the
          Customer has one hundred-five (105) days from the date of shipment or
          ninety (90) days from the time the DAMA Network 1 (or the last
          shipment of additional Equipment if the Customer chooses to convert
          the loaner system into the DAMA Network 1) clears customs in the port
          of entry in India, whichever is earliest, to either accept or reject
          the DAMA Network 1 in accordance with the provisions below. 



                                    9 of 31


<PAGE>   10
05.1.3  Upon completion of installation of the DAMA Network 1, but in no event
        later than the time period specified in paragraph 05.1.2 herein, an
        Acceptance Test Procedure (ATP) shall be performed in accordance with
        Schedule C of this Contract. The Contractor shall be responsible for
        conducting the ATP and Customer representative shall attend the
        Acceptance Tests.

05.1.4  In the event that the DAMA Network 1 does not pass the ATP within the
        time period specified in paragraph 05.1.2 herein, the Customer may
        return the DAMA Network 1 to the Contractor and receive a full refund of
        all money paid to date for the DAMA Network 1. In this event, the
        Customer shall have no further obligation to the Contractor under this
        Contract or the Schedule G International Distributorship Agreement and
        this Contract shall automatically terminate without further obligation
        or liability on the part of either Party to the other except for any
        surviving obligations as provided in Article 22.1.5.


05.1.5  Acceptance of the DAMA Network 1 shall occur upon successful completion
        of the ATP to be conducted in accordance with the provisions of Schedule
        C hereto. Customer shall promptly, but in no event later than 5 days
        from date of Acceptance, provide Contractor with a certificate of
        Acceptance containing the provisions stated in Scheduled T3. Contractor
        shall not be required to accept orders for additional Equipment until
        the DAMA Network 1 has been accepted.

05.2    SCPC DAMA VSAT EQUIPMENT ACCEPTANCE WITH RELEASES 2, 3 AND 4

05.2.1  An ATP for Releases 2, 3 and 4 shall be agreed upon between the Parties
        within sixty (60) days after Effective Date of this Contract. In the
        event the ATP is not agreed upon within this time frame, then the
        availability date, as specified in Exhibit A to Schedule G shall be
        adjusted accordingly on a day to day basis.

05.2.2  For Releases 2, 3 and 4 that have become a contractual obligation
        through the written acceptance of a Purchase Order by the Contractor,
        the first set of 5 VSATs belonging to DAMA NETWORK 1 will be tested with
        the Offered Release Kit o. The Contractor will not be obligated to
        accept orders for additional Release upgrade kits or Equipment
        containing the Release until the first set is accepted.

05.2.3  The Contractor shall perform a FAT prior to first shipment of a Release
        upgrade kit and on all additional Equipment with Release 2, 3 or 4
        Software. For the first Release upgrade kit or first set of Equipment
        utilizing the new Release the Contractor shall give the Customer the
        same observation rights as specified in paragraph 05.1.1 herein.

05.2.4  Upon the installation of the first Release upgrade kit into DAMA Network
        1, but in no event later than the time period specified in paragraph
        05.2.4 herein, an Acceptance Test Procedure (ATP) shall be performed in
        accordance with the 

                                    10 of 31

<PAGE>   11
                agreed to Acceptance Test Procedure. The Contractor shall be
                responsible for conduction of the ATP and the Customers shall
                attend the Acceptance tests.

05.2.5          Acceptance for the first Release upgrade units for each new
                Release shall occur upon reaching one of the following events,
                whichever occurs first:

                1.  Successful completion of the ATP to be conducted by the
                Contractor in accordance with the provisions of the mutually
                agreed to ATP under paragraph 05.2.1 hereto; or

                2.  Thirty days (30) from the completion of the ATP, without
                rejection of the shipped Equipment by the Customer. Upon
                rejection, Customer shall promptly return the Equipment to
                Contractor.

05.2.6          For additional upgrade units and additional Equipment with new
                Release, Acceptance shall occur upon reaching one of the
                following events, whichever is earliest: seventy-five (75) days
                from the date of shipment or sixty (60) days from the time the
                Release upgrade kit or Equipment containing the new Release
                clears customs in the port of entry in India, whichever is
                earliest, to either accept or reject the Release upgrade kit
                or Equipment containing the new release.

05.2.7          In the event the Release upgrade or Equipment does not pass the
                ATP, the Customer may return the Release upgrade or Equipment
                to the Contractor for either a full refund of the money paid
                against the failed Equipment or a replacement unit. Replacement
                units shall be subject to the same acceptance criteria as
                specified herein.

05.3            SCPC DAMA VSAT Terminals

05.3.1          An ATP for SCPC DAMA VSAT Terminals shall be agreed upon between
                the Parties within thirty (30) days after Effective Date of
                this Contract.

05.3.2          The Contractor shall perform an FAT prior to shipment on all
                other such Equipment and give the Customer the same observation
                rights as specified in paragraph 05.1.1 herein. ATP as agreed
                to in accordance with paragraph 05.3.1 shall be performed at
                the Customer's discretion, on such Equipment.

05.3.3          Acceptance shall occur upon reaching one of the following
                events, whichever occurs first:

                1. Successful completion of the ATP as agreed in accordance
                   with paragraph 05.3.1; or

                                    11 of 31


                

<PAGE>   12
2.        Seventy-five (75) days from the date of shipment or sixty (60) days
          from the time the shipment clears customs in the port of entry in
          India, whichever is earliest, without rejection of the shipped
          Equipment by the Customer. Upon rejection, Customer shall promptly
          return the Equipment to Contractor. 

          Customer shall promptly, but in no event later than 5 days from date
          of Acceptance, provide Contractor with a certificate of Acceptance
          containing the provisions stated in Scheduled T3

05.3.4    In the event the shipped Equipment does not pass the ATP, the Customer
          may return the Equipment to the Contractor for either a full refund of
          the money paid against the failed Equipment or a replacement unit(s).
          Replacement units shall be subject to the same acceptance criteria as
          specified herein. 

05.3.5    FATs or ATPs are not required for spare parts.


06.0      WARRANTY OF EQUIPMENT AND SOFTWARE

06.1      WARRANTY ON EQUIPMENT

06.1.1    The Contractor warrants that the title of the Contractor provided 
          Equipment hereunder, when conveyed to Customer shall be good and its 
          transfer rightful, and the Equipment shall be delivered free from any
          security interest or other lien or encumbrance and without 
          restrictions on commercial use; and

06.1.2    The Contractor warrants that the Equipment supplied under the Contract
          shall be new and unused (except repaired Equipment supplied under this
          warranty). 

06.1.3    For a period of three (3) years from Acceptance, the Equipment
          supplied by the Contractor under this Contract which has been
          manufactured by or for the Contractor will be free from defects in
          workmanship and materials and capable of passing the ATP as required
          under Article 05.0 and shall be responsible for correctness of all
          specifications and documentation as defined in Schedules A, C, E and
          N.


06.1.4    Equipment supplied under the Contract which is purchased by the
          Contractor from third parties is not warranted by the Contractor.
          The Contractor will assign any warranties of such third parties to
          the Customer to the extent they may be assignable.

06.1.5    During the warranty period, the Contractor shall repair or replace 
          any part(s) or Equipment found to be defective including for any
          wrongful acts or omissions


                                    12 of 31

<PAGE>   13
        by the Contractor. The following procedure will apply for 
        repair/replacement or defective Equipment/parts:

        a) Within thirty (30) days after discovery of a warranty claim
        under this Contract, the Customer shall send to the Contractor the
        Equipment or part thereof claimed to be defective. Each unit of the
        Equipment or part thereof returned to the Contractor shall be
        accompanied with a detailed written "Failure Report" setting forth a
        description of the fault found by Customer and the manner in which the
        fault was found and verified by Customer's personnel. The freight and
        insurance of such defective Equipment up to the Contractor's site shall
        be borne by the Customer. Upon receipt of such defective Equipment and
        being satisfied of Customer Failure Report, the Contractor shall 
        undertake to repair or replace the defective Equipment or parts thereof,
        at no charge including insurance, freight and any taxes and duties if
        applicable up to the Customer's Site. The Contractor shall deliver to 
        the Customer each repaired or replaced unit of Equipment, or part 
        thereof accompanied by written "failure analysis report" setting forth
        a description of the fault found and the corrective action taken by the
        Contractor.

        b) The Contractor shall return the repaired or replaced Equipment or
        part thereof, to the Customer by air freight within thirty (30) days
        (excluding shipping time) from the date of receipt of such defective
        Equipment, or part thereof, at Contractor's facilities.

6.1.6   The Contractor shall provide the Customer with an extended Warranty, at
        prices as defined in Exhibit A to Schedule G. The Customer, at his
        option, may go in for the extended warranty at the end of and each
        subsequent year for the next year.

6.1.7   The Contractor shall, within sixty (60) days of the Effective Date,
        provide MTBF (Mean Time Between Failures) for all ViaSat manufactured
        Equipment, on a module basis. This data, on receipt, shall form part of
        this Contract.

06.2    WARRANTY SOFTWARE:

        For a period of twelve (12) months from Acceptance, the Software
        supplied by the Contractor under this Contract will be capable of
        passing the ATP required under Article 05.0. During the warranty period,
        Contractor shall, at no charge to Customer, correct any failure to meet
        this warranty which is reported to Contractor in writing within thirty
        (30) days of the failure. The written failure notice shall describe the
        failure in reasonable detail in a format to be provided by the
        Contractor within sixty (60) days of Effective Date. Bug fixes or
        corrections in Software Releases/ Software upgrades (which do not
        constitute major software releases or do not include any new features or
        enhanced 

                                    13 of 31


<PAGE>   14
        performance) will also be provided free of charge by the Contractor to
        the Customer.

        However, in case of a failure which significantly affects the Network
        Performance, the Contractor shall use his best efforts to provide
        promptly a temporary correction/bug fixes. The permanent resolution of
        the problem will be provided through a software release or an upgrade
        within 30 days of the notification of the failure/problem at no charge
        to the Customer.

06.3    LIMITATIONS ON WARRANTIES:

06.3.1  These warranties and remedies, thereunder are solely for the benefit of
        Customer and shall not be extended nor conveyed to any other third
        party. This warranty shall not apply to any Equipment, Software or 
        related items, that:

        a)      have had the serial number, model number or any other
                identification markings removed or rendered illegible other
                than by wear and tear,

        b)      have been damaged by accident, or from any other cause beyond
                Contractor's reasonable control, and without Contractor's fault
                or omission or negligence or the fault or negligence or omission
                of Contractor's employees, agents or other representatives;

        c)      have been repaired or otherwise altered by anyone not under
                the control of, or not having the written authorization of
                Contractor, to do such repair or alteration (except as to
                repair and replacement of components of the Hub and VSAT
                Equipment by qualified Customer's personnel) without the prior
                written consent of the Contractor.

06.3.2  The repaired or replaced Equipment/part shall be further warranted for
        a period of 90 days after the expiry of the warranty period.

06.3.3  THE WARRANTIES PROVIDED IN THE ARTICLE CONSTITUTE CONTRACTOR'S 
        LIABILITY FOR ESTABLISHED DEFECTIVE OR NON CONFORMING EQUIPMENT AND
        SOFTWARE AND SHALL CONSTITUTE CUSTOMER'S EXCLUSIVE REMEDIES THEREFOR.
        THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED
        OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR
        MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

06.4    SURVIVAL OF WARRANTIES



                                    14 of 31

<PAGE>   15
         The provisions of this Article 06.0 shall be without prejudice to the
         provisions of Article 22.0 and shall survive the expiration or
         termination of this Contract for any cause.

06.5     SPARE PARTS AND POST WARRANTY OBLIGATIONS

06.5.1   The Contractor shall deliver spare parts and maintenance tools and
         initial consumables as part of the Deliverables and Supplies as 
         specified and priced in Exhibit A to Schedule G pursuant to individual
         orders placed by Customer.

06.5.2   The Contractor shall make spare parts available for the Equipment
         shipped under this Contract for a minimum period of eight (8) years
         from Final DAMA Network 1 Acceptance or eight (8) years from Acceptance
         of the last Equipment shipped. For each order, the maximum prices for
         spare parts shall be fixed for a period of five (5) years from
         Acceptance of the last equipment received.

06.5.3   The Contractor shall provide repair support at prevailing rates for all
         Contractor designed and manufactured Equipment which is defective for a
         minimum period five (5) years from the date of Acceptance. Contractor
         shall pass through warranties for third party vendor equipment to
         Customer as applicable.

06.5.4   The Contractor shall delegate knowledgeable personnel to the Site(s) to
         perform additional on-site services at the request of the Customer and
         as priced in Exhibit A to Schedule G.

07.0     ACCEPTANCE OF PERFORMANCE NOT IN CONFORMITY WITH CONTRACT

         Acceptance of Equipment and Software will not be deemed a waiver of
         Customer's rights under warranty.

08.0     CONTRACT PRICE

 8.1     PRICE:

08.1.1   The Contract Price is as per Purchase Orders placed by Customer from 
         time to time as per the price list contained in Exhibit A to 
         Schedule G (or revision thereof in accordance with the International
         Distributor Agreement)

08.1.2   The prices of Equipment and Software are FOB the facilities of
         Contractor in Carlsbad, California.

08.2.1   TAXES, DUTIES AND OTHER GOVERNMENT IMPOSED CHARGES

08.2.1.1 Customer shall be responsible for the payment of any and all currently
         applicable or hereinafter imposed taxes, duties, levies, fees and 
         other charges




                                    15 of 31
        

<PAGE>   16
         that are or may be imposed by the Indian Government or the Governments
         of other countries excluding the U.S. Government (to include all local,
         state, central, public or quasi-public government) with respect to
         supplied Deliverables and Supplies. Customer's responsibility shall
         include payment of withholding tax, unless otherwise applicable in the
         Contract.

08.2.1.2 Contractor shall be responsible for the payment of any and all
         currently applicable or hereinafter imposed taxes, duties, levies, fees
         and other charges that are or may be imposed by the United States
         Government (to include all local, state, central, public or
         quasi-public government) with respect to supplied Deliverables and
         Supplies, unless otherwise applicable in the Contract.

08.2.2   WITHHOLDING TAX

08.2.2.1 In the event of any tax withheld by Indian Government on services
         rendered by the Contractor, whether in India or abroad, the Contractor
         shall assist in all possible ways to have the Customer receive the
         reimbursement from the relevant US Government Authorities, net of any
         California State (or any other U.S. State as may be applicable) tax
         effect as per the provisions of Indo-US double taxation agreement. The
         Contractor shall have no claim whatsoever on this amount and shall send
         the same to the Customer without any deduction whatsoever unless so
         imposed by the relevant US Government Authority.

08.2.2.2 The Customer will provide receipts of all withholding taxes deposited
         with Indian Tax Authorities for the above purpose. The Contractor shall
         submit these receipts along with all required documentation to the
         relevant US Government Authorities within the prescribed time for
         filing of such tax returns as specified by relevant US Government
         Authorities. The Contractor shall inform the Customer regularly on
         follow up action being taken by the Contractor in this regard. Copies
         of all related correspondence and documents shall be sent to the
         Customer. Contractor shall pay to Customer the refund obtained within
         10 days of receipt of the said refund from the relevant US Government
         Authorities.

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                       *CONFIDENTIAL TREATMENT REQUESTED

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                       *CONFIDENTIAL TREATMENT REQUESTED

                                    17 of 31

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10.0    GUARANTEES

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                       *CONFIDENTIAL TREATMENT REQUESTED

                                    18 of 31

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***     **********************************************************************
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11.0    DELIVERABLES & SUPPLIES

        The Contractor shall provide all Deliverables and Supplies to the
        Customer as per the Terms and Schedules of this Contract.

12.0    DELIVERY AND SHIPMENT

12.1    The Contractor shall deliver the DAMA Network 1 to the Customer in
        accordance with the Schedule B Implementation Plan.

12.2    Shipment of VSATS (ViaSat manufactured and Contract items only, as
        defined in Exhibit A to Schedule G) shall be made by the Contractor not
        later than sixty (60) days from the acceptance of Purchase order for
        all order sizes less than or equal to 10 VSATs, unless requested
        otherwise by the Customer.

12.3    Preshipment and partial shipments shall require Customer's prior
        approval.

12.4    All excess taxes, duties, freight and insurance expenses on account of
        early or partial shipments, without the written consent of Customer,
        shall be borne by the Contractor.

12.5    All excess taxes, duties, freight and insurance expenses on account of
        short, wrong or defective shipment by the Contractor shall be borne by
        the Contractor.

12.6    Should the Customer need to pay for excess duties, freight and insurance
        expenses (for the purpose of this Article to be referred as "expenses")
        on account of pre/partial/short/defective shipment(s) etc. as mentioned
        in Articles 12.3 and 12.4 on behalf of the Contractor, the reimbursement
        of such expenses shall be made by the Contractor within thirty days on
        receipt of details of such expenses incurred by the Customer reimburse
        the same in a mode acceptable to the customer (demand draft or bankers
        cheque).

12.7    The risk of loss and damage to the Equipment shall pass to the Customer
        upon delivery of such Equipment to the first carrier at Contractor's
        designated facilities.

12.8    The title to the Equipment shall pass to the Customer on FOB delivery at
        the facilities of the Contractor, in Carlsbad.

                       *CONFIDENTIAL TREATMENT REQUESTED

                                    19 of 31

<PAGE>   20
13.0    PACKING AND MARKING:

13.1    PACKAGING:

13.1.1  The Contractor shall provide water proof packing of the Equipment, as is
        required to prevent any damage or deterioration during transit to its
        final destination in accordance with the generally accepted method of
        international air shipping.

13.2    MARKING:

13.2.1  The packing, marking and documentation within and outside the package
        shall comply strictly with such special requirement, if any, as shall be
        expressly indicated by the Customer at its expense.

        Non-special Packing, Marking and documentation, as defined in this
        contract would be at no charge to the Customer.

13.2.2  Each case or object shall be marked in the following way:

        a) Name of the Customer
        b) Item number and description of the main piece of equipment in the
           case
        c) Gross and net weight
        d) Running number of the case
        e) All necessary indications to prevent goods from rough handling, i.e.
           "fragile", "this side up", etc.
        f) Indication marks for transport chains etc.

13.2.3  In case of container packing, the normal container marking will be used.

13.2.4  All goods needing special storage have to be marked accordingly.

14.0    INSURANCE

14.1    All Equipment and Software shall be fully insured by the Customer at his
        cost against all risks of loss or damage from the Contractor's premises
        to the Site(s).

                                    20 of 31

<PAGE>   21
14.2    Group insurance policy is to be taken out by Contractor for his
        employees working at Site(s). Contractor is to comply with all safety
        requirements for its employees as per Indian Laws of which the Customer
        shall inform the Contractor. 

15.0    VARIATIONS

15.1    Customer may, at any time during the term of the Contract request the
        Contractor to reasonably revise the Equipment, Software and/or any other
        Deliverables and Services, and/or undertake any reasonable alteration or
        addition to or omission from the Equipment and/or other Deliverables and
        Services or any part thereof ("Variation"). Any changes, modifications
        or enhancements to the DAMA Network 1 or the DAMA Network 1 Design or
        other requirements requested by Customer may result in a Variation. The
        Contractor shall be entitled to an equitable adjustment to schedule,
        price and other terms as a result of the requested Variation.

15.2    In the event that Customer has a request for a Variation, Customer shall
        formally request the Contractor to state in writing the effects such
        Variation shall have on the scope of work and what adjustment, if any,
        shall be required to the Contract price and the project schedule. The
        Contractor shall furnish such details within fifteen (15) days of
        receipt of the Customer's request or such other period as may be agreed
        to in writing between the Parties. The Contractor shall not vary the
        scope of work in any material respect unless instructed in writing to so
        by the Customer and until the Parties have agreed in writing to any
        adjustments to the Contract.

15.3    If changes occur to the traffic patterns or volumes of the DAMA Network
        1 that materially affect the capability of the SCPC DAMA VSAT Network as
        designed herein to meet this performance objective, then the Contractor
        will at Customer's request provide a price and applicable terms for
        upgrades necessary to enhance the Network to a capacity that can
        accommodate the changes and still meet the performance objective.
        Customer at his option can purchase the additional Equipment if so
        desired.

15.4    The effect and consequence of such Variation shall be as mutually
        acceptable to the Parties.

16.0    TECHNOLOGY UPGRADATION/OBSOLESCENCE

                                    21 of 31

<PAGE>   22
16.1    If the Contractor undertakes any change, improvement, modifications or
        any new development in manufacturing design methods or any new
        development in manufacturing methods (hereinafter called "Upgrades") of
        the Equipment which have been supplied to the Customer, such Upgrades
        shall be provided to the Customer subject to the following terms:

        a) such upgrades have taken place after the Effective Date of this
           Contract; and

        b) such upgrades shall be made available to the Customer in accordance
           with the Contractor's normal release and supply procedures and in no
           event shall the Contractor be required to retroactively upgrade
           Equipment already delivered; and

        c) such upgrades shall be provided by the Contractor to the Customer
           without increase to price, initially for a period of three (3) years
           from the Effective Date of this Contract and thereafter such upgrades
           shall be at an additional cost agreed to by both the Parties; and

        d) design or manufacturing upgrades which improve product performance
           specifications or increase functionality are excluded from this 
           provision.

16.2    Further the receipt of the said upgrades shall not in any way waive the
        performance obligations of the Contract by both the Customer and 
        Contractor.

17.0    SOFTWARE LICENSE AGREEMENT

        The Customer and Contractor shall enter into a Software License
        Agreement, the provisions of which are included in Schedule F.

18.0    TIME--THE ESSENCE OF THE CONTRACT

        The time prescribed for the performance of each and any of the 
        obligations as provided herein by the Parties shall be the essence    
        of the Contract.

19.0    PERFORMANCE OF THE CONTRACT

        Either Party shall not be responsible for meeting its obligations in
        cases where such failure is due to failure of the other Party to
        fulfill its obligations as specified accordingly in the provisions of
        the Contract.


                                    22 of 31


<PAGE>   23
        The Contract is deemed to be complete on performance of all
        obligations of the Contractor as well as the Customer as per the Terms
        and Schedules of this Contract.

20.0    FORCE MAJEURE:

20.1    Notwithstanding anything else contained in the Contract, neither Party
        shall be liable for any delay in performing its obligations hereunder
        if and to the extent that such delay is the result of an event of Force
        Majeure.

20.2    For purposes of this Article, "Force Majeure" means and includes wars,
        insurrections, earthquakes, revolutions, fires, floods, epidemics,
        quarantine restrictions, trade embargoes, declared general strikes in
        relevant industries, acts of God, act of governments and such other
        acts and events beyond the control of the Contractor or Customer,
        intervening after the formation of the Contract and impeding its
        reasonable performance but does not include any foreseeable events,
        commercial consideration or those involving fault or negligence on the
        part of the Contractor or Customer.

20.3    Both Parties may, if such delay continues for more than eight (8)
        weeks, terminate the Contract pursuant to Article 22.0, forthwith on
        giving notice in writing to the other Party in which event neither
        Party shall be liable to the other by reasons of such termination.

20.4    If a Force Majeure situation arises, the Contractor or Customer shall
        promptly notify the other in writing of such conditions, the cause
        thereof and the likely duration of the delay. Unless otherwise directed
        by either Party in writing, the other Party shall continue to perform
        its obligations under the Contract as far as reasonably practical, and
        shall seek all reasonable alternative means for performance not
        prevented by the Force Majuere event. In the event of any extension of
        time being granted by either Party, the Implementation Plan (Schedule
        B) shall be amended accordingly.

20.5    The above is without prejudice to the rights already accrued by the
        Parties as a result of their performance or failure to perform either
        in full or in part, pursuant to their obligations in the Contract,
        prior to the occurrence of events of Force Majuere.

210.    TERM OF THE CONTRACT

        The Term of the Contract shall remain in full force till all
        obligations of the Contractor as well as the Customer are discharged in
        accordance with the terms

                                    23 of 31

<PAGE>   24
        and conditions of this Contract and schedules thereto, unless this
        Contract is terminated earlier under the provisions of Article 22.0.

22.0    TERMINATION AND REMEDIES

22.1    TERMINATION

22.1.1  The Contract may be terminated forthwith by either Party on giving sixty
        (60) days notice in writing to the other if the other Party shall be
        unable to perform material Obligations under this Contract due to a
        receiver being appointed or shall pass a resolution for winding up
        (otherwise than for the purpose of a bona fide scheme of solvent
        amalgamation or reconstruction) or a court of competent jurisdiction
        shall make an order to that effect or if the other Party shall become
        subject to an administration order prohibiting the conduct of business
        or shall enter into any voluntary arrangement with its creditors
        prohibiting the conduct of business or shall cease to carry on business
        or involved in the process of take over or taken over by any third
        party(ies) and such third party(ies) shall not agree to assume the
        Obligations under this Contract. In such event, at the option of the
        Customer, the Contractor shall furnish all source code and designs of
        equipment including all drawings, designs and software source code,
        subject to a royalty free license for the purpose of continuing to
        maintain or to have maintained the effective Equipment and the Network
        without interruption. 

        Notwithstanding any Termination or expiration of this Contract, the
        representation and Warranties under various clauses and the rights and
        obligations under the Sections entitled "CONFIDENTIALITY", "INTELLECTUAL
        PROPERTY INDEMNITY", "WARRANTY OF EQUIPMENT & SOFTWARE LICENSE
        AGREEMENT" shall continue for five (5) years, except for Warranty which
        shall be as per periods provided herein, and shall bind the parties and
        their legal representatives, successors, heirs and assigns.

22.1.2  This Contract shall terminate automatically upon completion of all
        Contractor's obligations and after payments are made by Customer for all
        amounts due.

22.1.3. In the event either Party has committed a material breach of any of the
        covenants, representations, warranties or other terms and conditions of
        this Contract or has materially defaulted in the performance of any of
        its obligations under this Contract, (provided that the
        non-beaching/non-defaulting Party has first given the other Party
        written notice of the grounds supporting the material breach or default
        and the breaching/defaulting party has not cured the material breach of
        default within sixty (60) days of receipt of such notice) the
        breaching/defaulting Party shall be held in default and the Contract
        shall be terminated. 


                                    24 of 31


<PAGE>   25
22.1.4  Any termination of the Contract (however occasioned) shall not effect
        any accrued rights or liabilities of either Party nor shall it affect
        the coming into force or the continuance in force of any provision
        hereof which is expressly or by implication intended to come into or
        continue in force on or after such termination.

22.1.5  Notwithstanding any termination or expiration of this Contract the
        representations and warranties under various clauses and the rights and
        obligations under the sections entitled "CONFIDENTIALITY", "WARRANTY OF
        EQUIPMENT & SOFTWARE" AND "SOFTWARE LICENSE AGREEMENT" shall survive and
        continue for the respective validity periods in each clause or agreement
        and shall bind the Parties and their legal representatives, successors,
        heirs and assigns. 

22.2    REMEDIES

22.2.1  Upon termination of this Contract, the performance obligations of both
        Parties under this Contract shall cease. 

22.2.2  If the Contract is terminated by the Customer due to the default of the
        Contractor as defined in Article 22.1.3, then the Contractor's liability
        shall be limited to repayment to the Customer in U.S. Dollars all
        payments made by the Customer and received by Contractor for the DAMA
        Network 1/Equipment delivered and Services provided giving rise to the
        default and all duties, taxes, levies etc. incurred by the Customer
        thereon, following which the Customer shall facilitate Contractor's
        removal of all such equipment, including access to such Equipment. In no
        event shall the Contractor's liability to the Customer for any reason
        exceed the cumulative sum of all payments received by the Contractor
        from Customer for Equipment, Software and Services delivered to the
        Customer within twelve (12) months prior to date of receipt of written
        notice of claim of liability.

22.2.3  If the Contract is terminated by the Contractor due to default of
        Customer as designed in Article 22.1.3, then the Customer shall be
        obligated to pay Contractor in U.S. Dollars the balance of any and all
        payments due to the Contractor for DAMA Network 1/Equipment delivered
        and Services provided upon which such DAMA Network 1/Equipment shall
        become the property of the Customer.

22.2.4  In the event of default, the defaulting Party shall reimburse the
        non-defaulting Party for all reasonable expenses incurred by the later 
        in the enforcement of its rights.


                                    25 of 31


<PAGE>   26
22.2.5    In the event of termination of the Contract under this clause the
          Parties shall have the remedies, as available under the terms of this
          Contract and the applicable laws.

23.0      LIMITATION OF LIABILITY

          UNDER NO CIRCUMSTANCES SHALL THE CONTRACTOR BE LIABLE FOR ANY 
          SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES. INCLUDING, BUT NOT
          LIMITED TO, LOSS OF PROFIT, LOSS OF USE, LOSS OF REVENUES OR 
          DAMAGES TO BUSINESS OR REPUTATION ARISING FROM THE PERFORMANCE
          OR NON-PERFORMANCE OF ANY ASPECT OF THIS CONTRACT.

24.0      ARBITRATION

24.1      In the event of a dispute between Customer and Contractor arising
          out of, or relating to this Contract, its interpretation of 
          performance hereunder, the Parties shall exert their best efforts to
          resolve the dispute amicably through negotiations.

24.2      In the event that a dispute cannot be resolved amicably by the Parties
          through negotiations within sixty (60) days of the commencement
          of such negotiations, the dispute shall be submitted to arbitration. 
          The arbitration proceedings shall take place under the International
          Chambers of Commerce (ICC) and its Rules of Conciliation and
          Arbitration. The arbitration shall be conducted in London. The cost
          of arbitration, including the fees and expenses of the arbitration or
          arbitrators, shall be as the award provides. The arbitration 
          proceedings shall be governed by the laws of the venue.

25.0      LAW APPLICABLE 

          The provisions of this Contract shall be governed by the provisions
          of the Indian Law.

26.0      CONFIDENTIALITY

26.1      Each Party shall treat as confidential the Contract and all 
          information obtained from the other Party pursuant to the Contract
          and shall not divulge such information to any person (except to such
          Party's own employees and then only to those employees who need to
          know the same) without the other Party's prior written consent
          provided that this clause shall not extend to information which


                                    26 of 31

<PAGE>   27
          (i) was rightfully in the possession of such Party prior to the
          commencement of the negotiations leading to the Contract, (ii) is 
          already public knowledge or becomes so at a future date (otherwise
          than as a result of a breach of this clause), (iii) is required to be
          disclosed by law (including, without limitation, pursuant to any
          disclosure obligation under applicable securities laws or by order of
          governmental authority, (iv) is lawfully obtained from a source other
          than the other Party which source did not require such information to 
          be held in confidence and did not limit or restrict the use thereof, 
          or (v) is trivial or obvious. Each Party shall ensure that its
          employees are aware of and comply with the provisions of this clause.
          If the Contractor shall appoint any sub-contractor then the Contractor
          may disclose confidential information to such sub-contractor subject
          to such sub-contractor giving the Customer an undertaking in similar
          terms to the provisions of this clause. The foregoing obligations 
          as to confidentiality shall survive any termination of the Contract.

26.2      The Contractor shall not, without the Customer's prior written 
          consent, make use of any document or information covered by
          the confidentiality obligations of Article 26.1, except for the
          purposes of performing the Contract.

26.3      The Customer shall not, without the Contractor's prior written
          consent, make use of any document or information covered by the 
          confidentiality obligations of Article 26.1, except for the 
          purposes of performing the Contract.

26.4      Any document given to the Contractor which is covered by the 
          confidentiality obligations of Article 26.1 other than the Contract,
          shall remain the property of the Customer and shall be returned
          (with all copies) to the Customer on completion of all the
          Contractor's obligations under the Contract if so required by the
          Customer.

26.5      Any document given to the Customer which is covered by the
          confidentiality obligations of Article 26.1 other than the Contract,
          shall remain the property of the Contractor and shall be returned
          (with all copies) to the Contractor on completion of all the 
          Customer's obligations under the Contract if so required by the
          Contractor.

27.0      INTELLECTUAL PROPERTY RIGHTS INDEMNITY
   
27.1      Contractor shall indemnify Customer and its Licensees and Assigns
          and keep fully and effectively indemnified on demand against all
          costs, claims, demands, expenses and liabilities of third party of 
          whatsoever nature arising of or in connection with any
          infringement claim of the Equipment and Licensed Software.

                                    27 of 31
          

<PAGE>   28
27.1.1    Customer shall promptly notify Contractor in writing of any 
          allegations of infringement of which it has notice and shall ant
          make any admissions without Contractor's prior written consent.

27.1.2    Customer shall provide Contractor with the sole authority to conduct
          and/or settle all negotiations and litigations at Contractors sole
          expense resulting from any such claim.

27.1.3    Customer shall assist the Contractor to settle all negotiations and
          litigations and the Contractor shall re-imburse all incidental 
          expenses incurred in connection therewith.

27.2      If the Equipment is held by the Court of competent juristriction to
          constitute an infringement of a third party's intellectual property
          rights, or if Contractor determines in it's position that such use or
          possession is likely to constitute such an infringement, then the
          Contractor shall promptly and at his own expense:

27.2.1    Procure for Customer the right to continue using and possessing the 
          equipment:

          or  

27.2.2    Modify or replace the alleged infringing equipment (without 
          detracting from its overall performance) so as to avoid the 
          infringement.

27.2.3    If 27.2.1 or 27.2.2 above cannot be accomplished on reasonable
          terms, remove the alleged infringing Equipment and refund to 
          Customer the full Purchase price of the affected Equipment and/or
          Licensed Software (including all taxes and duties) paid by the
          Customer.

28.0      ASSIGNMENT      

28.1      Neither Party shall assign this Agreement without the previous
          consent in writing of the other Party, except either Party may
          assign this Agreement to any subsidiary or affiliate or its group
          companies (as they exist on effective date of this Contract).

28.2      The subsidiaries or affiliates or group companies of Contractor as 
          they exist on Effective Date of this Contract are:

          - None

28.3      The subsidiaries or affiliates or group companies of Customer as
          they exist on Effective Date of this Contract are:

          - HCL-Hewlett Packard Limited

                                    28 of 31

<PAGE>   29
          - HCL Limited
          - NIIT Limited
          - Network Limited
          - Front Line Solutions Limited
          - HCL Consulting Limited

29.0      FINAL PROVISIONS AND SIGNATURE :

29.1      This Contract comprises the 29 Articles set forth herein, as well
          as all the Schedules appended this Contract. In case of discrepancy
          between the Articles of this Contract and any of its Schedules, and
          reconciliation of the same is impossible, the Articles of this 
          Contract shall stand. The Contract itself is the definitive document.

29.2      This Contract embodies the entire understanding between the Parties
          hereto relating to the subject matter hereof and there are no
          understandings, representations or warranties of any kind, oral or
          written, except for what is expressly set forth herein.

29.3      All changes, alterations or modifications of the Contract are valid
          only if agreed upon in writing and bearing the legally binding 
          signature of the Parties.

29.4      All correspondence (including notices, variations etc.) and 
          documentation in connection with this Contract shall be written in
          the English language and shall be sent by the Contractor to the
          Customer in duplicate and vice versa, if not otherwise agreed upon.

29.5      The official contact addresses of the Parties are as follows:

          CUSTOMER                                    CONTRACTOR

          HCL Comnet Systems And Services Ltd.        VIASAT, Inc.
          A-10/11, Sector III                         2290, Cosmos Court
          NOIDA - 201 301 (Uttar Pradesh)             Carlsbad, CA 92009-1595
          INDIA                                       USA
          Tel: +91-11-85-35071                        Tel: 001-619-438-8099
          Fax: +91-11-85-30591                        Fax: 001-619-438-7310

28.6      All correspondence, documentation and telefaxes between the Parties
          are to be addressed to the above addresses and numbers.

28.7      Contact persons of the project:

          CONTRACTOR                                  CUSTOMER

                                    29 of 31

<PAGE>   30
          Mr. Andy Paul                    Mr. Virender Kashu
          Vice President Commercial Ops.   Company Secretary
          VIASAT Inc.                      HCL COMNET Systems & Services Ltd.
          USA                              INDIA

28.8      This Contract has been executed in two identical originals reviewed
          completely by the Parties, signed after approval and all pages 
          initialed by the Parties.

28.9      Each Party shall receive one original bearing the following legally
          binding signatures of the Contractor and Customer.




IN WITNESS WHEREOF the Parties hereto have caused this Contract to be executed
by their duly empowered representatives as follows:

CONTRACTOR                             CUSTOMER

/s/ G.D. Monahan                       /s/ A.K. Majumdar
- ----------------------                 -----------------
MR. GREGORY D. MONAHAN                 ARUN K. MAJUMDAR
VICE PRESIDENT                         GENERAL MANAGER
VIASAT INC.                            HCL COMNET Systems & Services Ltd.

     WITNESSES: (With Name and Address):

     1. initial (illegible)   R-SRIKRISHMA
                              A-759, Sector 19, Noida, V.P.

     2. initial (illegible)   Partha Protson Rhakrarenty
                              N-575
                              Sector-25, Noida Pin-201301

                                    30 of 31



<PAGE>   1
CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83
AND 230.406. * INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST THAT IS FILED SEPARATELY WITH THE COMMISSION.



                                                                   EXHIBIT 10.25

           ViaSat, Inc.               Date: 4 March 1994                  S114TP
           2290 Cosmos Court          Page 1 through J-2
           Carlsbad, CA 92009-1585    Vendor No: 940987
                                      Business Classification: Small

             Ms. Dianne Cherniak

SHIP TO:   4624 Executive Blvd        Terms: Net 30        F.O.B.: Carlsbad, CA
           Fort Wayne, IN 46808       Via: Buyer Instructions
BILL TO:   1313 Production Road       JOB NO: Various      ACCT. NO: 07-23-01
           Fort Wayne, IN 46808       Ordered for: K. Peterman
                                      DPAS Rating: DOA7

      Contract: DAAB07-94-D-A010

- --------------------------------------------------------------------------------

                               SUBCONTRACTS ORDER

1. This is a Basic Ordering Agreement (BOA) Subcontract between Magnavox
Electronic Systems Company, Fort Wayne, Indiana hereinafter called "Magnavox,"
"MESC," or "Buyer," and ViaSat Inc., Carlsbad, California hereinafter called
"ViaSat," "Subcontractor," or "Seller" for the fabrication, test, and delivery
of the Modem (MESC P/N 620307-1) for the AN/PSC-5 Enhanced Manpack UHF
Terminals (EMUT) Program.

2. This Subcontract consists of all Sections, Attachments, and Exhibits set
forth in Section A, hereto entitled "Table of Contents."

3. The parties agree that the effective date
 of this Subcontract is 6 January
1994, but authorization to proceed is withheld until the stop work order on the
prime contract is rescinded. The parties further agree that if the initial
delivery order is placed on or before 15 March 1994 that ViaSat's financial
claim for equitable adjustment will be limited to a labor and material
escalation adjustment resulting from the delay in start date from 6 January
1994 to the date of actual order placement and the schedule adjustment will be
a day for day slip in schedule.

4. Funding shall be authorized under the individual delivery orders issued
hereunder. 

- --------------------------------------------------------------------------------

IMPORTANT NOTICES:

This order is subject to all terms and conditions appearing herein and on any
attachment hereto.

Submission of appropriate invoices is required for payment.

By acceptance of this Subcontracts Order, the supplier certifies that it is not
debarred or suspended by the Federal Government.

        VIASAT, INC.                    MAGNAVOX ELECTRONIC SYSTEMS COMPANY

SIGNED: /s/                             SIGNED: /s/
        ----------------------------            -------------------------------

TITLE:  President                       TITLE:  Vice President of Purchasing
        ----------------------------            -------------------------------

DATE:   3/14/94                         DATE:   March 15, 1994
        ----------------------------            -------------------------------


Section B *
Section C *
Section D *
Section E *
Section F *
Section G *
Section H *


<PAGE>   2
                                                Subcontract:            S114TP

                                SECTION I

                            GENERAL PROVISIONS

A.      GENERAL TERMS AND CONDITIONS

1.      DEFINITIONS

        As used herein "Buyer" means Magnavox Electronic Systems Company
        (Magnavox or MESC). "Seller" means the party identified on the face of
        this order. "Subcontract" includes purchase orders or subcontracts
        issued by Seller pursuant to this order, "Authorized Procurement
        Representative" means party or parties authorized by Buyer to alter,
        modify or change the provisions of this order, "Supplies" means all
        articles, work or services to be furnished pursuant to this order, and
        "Order" means this purchase order.

2.      ACCEPTANCE

        Acceptance of this order is limited to the terms and conditions stated
        herein. Any additions, deletions or differences in the terms proposed by
        Seller are objected to and hereby rejected unless Buyer agrees otherwise
        in writing.

3.      DISPUTES

        Either party may litigate any dispute arising under or relating to this
        Order before any court of competent jurisdiction. Pending resolution of
        any such dispute by settlement or by final judgment, the parties shall
        proceed diligently with performance. Seller's performance shall be in
        accordance with Buyer's written instructions.

4.      ASSIGNMENT

        Neither this Order nor any interest herein may; be assigned, in whole or
        in part, by either party without the written consent of the other party,
        except that, without securing such prior consent, either party shall
        have the right to assign this Order to any successor of such party by
        way of merger or consolidation or the acquisition of substantially all
        of the entire assets of such party relating to the subject matter of
        this Order; provided that such successor shall expressly assume all of
        the obligations of such party under this Order.

5.      SUBCONTRACTING

        Without the written consent of Buyer, neither all or substantially all
        of this Order may be further subcontracted by Seller.

6.      WAIVER

        The failure of either party to insist on performance of any provision of
        this Order shall not be construed as a waiver of that provision in any
        later instance.


                                   I-2


<PAGE>   3
                                                   Subcontract:          S114TP

7.      CHOICE OF LAW

        Irrespective of the place of performance, this Order will be construed
        and interpreted according to the federal common law of government
        contracts as enunciated and applied by federal judicial bodies, boards
        of contract appeals, and quasi-judicial agencies of the federal
        government. To the extent that federal common law of government
        contracts is not dispositive, the laws of the state of California shall
        apply.

8.      PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY

        Seller warrants that the articles described herein, and the sale or use
        of them, will not infringe or contribute to or induce the infringement
        of any letters of patent, any copyright, or any trademark; and Seller
        agrees to defend, protect, indemnify, and save harmless Magnavox, its
        successors, assigns, and customers from all suits, damages, costs,
        attorney's fees, claims, and demands for actual or alleged infringement
        including contributory or induced infringement or any patent,
        copyright, or trademark by reason of the sale or use of the articles
        hereby ordered.

9.      ADVANCE EXCESSIVE SHIPMENTS

        Supplies shipped to Buyer, substantially in advance of the delivery
        schedule herein, may at Buyer's  option be returned to Seller at
        Seller's expense subject to reshipment to Buyer at Seller's expense in
        accordance with the delivery schedule herein proscribed. Advance
        shipments, if retained will be subject to payment conforming to delivery
        schedules herein. Material shipped in excess of quantity order, if
        returned, will be returned at Seller's expense.

10.     CONTRACT COMPLIANCE

        a) The required test and/or inspection reports resulting from compliance
        with this Order will be maintained on file and be made available for
        review by Buyer's representative or Government inspectors (if
        applicable) at any reasonable time.

        b) Unless prior written approval of Buyer is obtained, Seller shall make
        no substitution of material supplied by Buyer under this Order.

11.     BUYER PROPERTY

        All material specifications, drawings or other documents and data
        furnished to Seller and all tools, dies, molds, jigs, fixtures,
        patterns, machinery, special test equipment, special tooling, including
        plates, negatives, and/or film used for the purpose of reproduction,
        which have been furnished will be delivered in good condition (normal
        wear and tear excepted) to Buyer, f.o.b. the Seller's plant, immediately
        upon request and Seller shall be liable for all damage, loss or casualty
        to such property until so returned to Buyer. Seller warrants that said
        tools, die, molds, jigs, fixtures, and documents or data furnished, will
        not be used for any work or for the production of any material or parts
        other than for Buyer without its written permission, except to the
        extent authorized by the Government by a direct contract with Seller for
        the manufacture of products for direct sale to the Government and to the
        extent that such use will not interfere with Seller's performance of
        this or other orders from Buyer in effect at the time the Seller enters
        into such direct contact with the Government. Upon prior written notice
        to Buyer of such Government authorization and the contract number, the
        Seller shall have the right to use the items mentioned herein which the
        Government owns or has the right to use or the right to authorize others
        to use.




                                      I-3





<PAGE>   4
                                                Subcontract:     S114TP

12.     LABOR DISPUTES

        Whenever an actual or potential labor dispute, delays or threatens to
        delay, the performance of this Order, Seller shall immediately give
        notice thereof. Such notice shall be confirmed in writing and shall
        contain all information relevant to the dispute.
  
13.     PRECIOUS METALS

        This Order is fixed price; therefore, in no event shall Seller increase
        the prices due to alleged increases in precious metals.

14.     INDEMNIFICATION

        In the event Seller, its officers, employees, agents or subcontractors
        at any time enter premises occupied by or under the control of Buyer or
        third parties in the performance of this order, Seller shall defend,
        hold harmless Buyer, its officers, employees and agents from any claim,
        suit, loss, cost, damage, expense to any person including Seller's
        employees, of whatsoever nature or kind proximately caused by the
        negligence actions or omissions of Seller, its officers, employees,
        agents, or subcontractors at any tier. Seller shall take all precautions
        necessary, especial or otherwise, and shall be responsible for
        compliance with all local, state and federal safety laws in the
        performance of work hereunder. Without in any way limiting the foregoing
        undertakings, Seller and its subcontractors at any time shall maintain
        public liability and property damage insurance in reasonable limits
        covering the obligations set forth and shall  maintain proper Workmen's
        Comprehensive Insurance covering all employees performing this order.

15.     QUALITY CONTROL AND INSPECTION

        a) Seller shall provide and maintain a Quality Control system in
        accordance with the subcontract requirements. During performance of this
        order Seller's Quality Control, Inspection System and Manufacturing
        processes are subject to reasonable review, verification and analysis by
        Buyer and if a Government prime contract number or other Government
        designation appears on the face of this order an authorized Government
        representative(s).
        
        b) All supplies ordered may be subject to (i) inspection, verification,
        or testing during the period of manufacturing; (ii) inspection or
        verification prior to shipment, and (iii) final inspection,
        notwithstanding any prior payment or inspection or acceptance. Such
        inspection and verification rights shall extend to the Government, if a
        Government prime contract number or other Government designation appears
        on the face of this order. If any inspection or test is made on the
        premises of the Buyer or its lower-tier suppliers, Seller shall, without
        additional charge to Buyer, provide and shall require its lower-tier
        suppliers to provide all reasonable facilities and assistance for the
        safety and convenience of Buyer and Government inspectors in the
        performance of their duties.

        c) Buyer may reject supplies which do not conform to applicable
        specifications, drawings, samples or descriptions or which are defective
        in material, workmanship or design (unless such design is Buyer's detail
        design). Seller shall notify Buyer of past rejections of all retendered
        supplies. Buyer shall have reasonable access to Seller's facilities for
        the purpose of determining progress of work in process for this order.


                                      I-4


<PAGE>   5
                                                            Subcontract:  S114TP


16.     INTEREST

        Buyer shall not be obligated for payment of interest on any claim of
        Seller hereunder.

17.     EQUAL OPPORTUNITY

        The Equal Employment Opportunity clause in Section 202, of Executive
        Order (E.O.) 11246 as amended, and the implementation rules and
        regulations in Title 41, Code of Federal Regulations, part 60 are
        incorporated herein by references, unless this order is exempted by
        rules, regulations, or orders of the Secretary of Labor issued pursuant
        to Section 204 of E.O. 11246 or provisions of any superseding E.O. As
        used in said clause, "Contractor" means Seller. Seller agrees to provide
        Buyer with an executed Equal Employment Opportunity Certificate
        indicating Seller's compliance or exempt status, on an annual basis when
        requested by Buyer. In the event Seller has a current Certificate on
        file with Buyer, it is incorporated herein by reference and shall be
        valid until the next annual request by Buyer.

18.     AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA

        The Affirmative Action clause of Title 41, Code of Federal Regulations,
        Part 60, Subsection 250.4 and the implementing rules and regulations of
        the Department of Labor associated therewith are incorporated herein by
        reference unless this order is under $10,000. As used in said clause,
        "Contractor" means Seller and "Contract" means this order.

19.     AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS

        The Affirmative Action clause in Title 41, Code of Federal Regulations,
        Part 60, Subsection 7414 and the implementing rules and regulations of
        the Department of Labor associated therewith are incorporated herein by
        reference unless this order is under $2,500. As used in said clause,
        "Contractor" means Seller and "Contract" means this order.

20.     CLEAN AIR AND WATER

        The Clean Air Act, as amended, 42 U.S.C. 1857 et. seq., the federal
        Water Pollution Control Act, as amended, 33 U.S.C. 1251 et. seq.,
        Executive Order (E.O.) 11738 dated September 10, 1973, as amended, and
        Environmental Protection Agency (EPA) Regulation 40 C.F.R. Part 15, as
        amended, are incorporated herein by references unless this order is for
        $100,000 or less or is otherwise exempt. Unless otherwise exempt, if
        this order has been awarded by Buyer in reliance upon a prior Clean Air
        and Water Certification executed by Seller and submitted to Buyer, said
        Certification is by this reference herein incorporated in this order.
        Seller shall obtain like certifications from his suppliers prior to the
        award of nonexempt orders hereunder and shall incorporate the Clean Air
        and Water clause and the Certification requirements in such orders.

21.     OFFSET CREDIT

        To the extent that any work in performance of this order is actually
        done by or for the Seller, or any materials, components, parts,
        subassemblies, assemblies, subsystems, or systems are acquired by or for
        the Seller outside of the United States, it is agreed that Buyer shall
        alone be entitled to claim any and all offset credit or other
        countertrade benefit in its own name and Seller shall not assert any
        claim to such benefit.


                                      I-5


<PAGE>   6
                                                Subcontract:            S114TP

22.     TAXES

        Except as may be otherwise provided herein, the prices established
herein include all applicable Federal, State, and Local taxes in effect on the
date of this order.

23.     INVOICE AND PAYMENT

        A separate invoice shall be issued for each shipment. Unless otherwise
specified in this order, no invoice shall be issued prior to shipment of goods
and no payment shall be made prior to receipt and acceptance of goods and the
receipt of a correct invoice. Payment due dates, including discount periods,
will be computed from date of acceptance of goods and shipment or date of
receipt of correct invoice, whichever is later. Unless freight and other
charges are itemized, any discount taken will be on the full amount of the
invoice. Any payments for supplies delivered prior to final acceptance of the
supplies, shall not constitute final acceptance of the supplies.

24.     ADDITIONAL FAR/DFAR CLAUSES

        The following FAR/DFAR Clauses are incorporated into this order by
reference, with the same force and effect as if given in full text. Unless
specified otherwise, "Contract" means this order; "Contractor" means the Seller
under this order; and "Subcontractor" means the Seller's subcontractors. The
full text of any clause may be obtained upon request of the Buyer's
Subcontracts Department. Notwithstanding any provision herein to the contrary,
access to ViaSat's books and records shall be limited to the U.S. Government.

a)      FAR CLAUSE              TITLE
        ----------              -----
        52.203-01       OFFICIALS NOT TO BENEFIT (APR 1984)

        52.203-03       GRATUITIES (APR 1984)

        52.203-05       COVENANT AGAINST CONTINGENT FEES (APR 1984)

        52.203-06       RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT
                        (JUL 1985)

        52.203-07       ANTI-KICKBACK PROCEDURES (OCT 1988) IN WHICH CLAUSE
                        (c)(1) IS DELETED

        52.203-08       REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY
                        (NOV 1990)

        52.203-09       REQUIREMENT FOR CERTIFICATE OF PROCUREMENT
                        INTEGRITY-MODIFICATION (NOV 1990)

        52.203-12       LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
                        TRANSACTIONS (JAN 1990)

        52.204-02       SECURITY REQUIREMENTS (APR 1984)
                        ALT I & ALT II

        52.208-01       REQUIRED SOURCES FOR JEWEL BEARINGS AND RELATED ITEMS
                        (APR 1984)


                                    I-6


<PAGE>   7
                                                        Subcontract:     S114TP

52.210-05       NEW MATERIAL (APR 1984) "CONTRACTING OFFICER" MEANS BUYER
                AND "GOVERNMENT" MEANS BUYER IN THE LAST TWO SENTENCES

52.210-07       USED OR RECONDITIONED MATERIAL, RESIDUAL INVENTORY AND FORMER
                GOVERNMENT SURPLUS PROPERTY (APR 1984)

52.212-08       DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (SEP 1990)

52.212-13       STOP-WORK ORDER (AUG 1989)

52.212-15       GOVERNMENT DELAY OF WORK (APR 1984)

52.215-01       EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (FEB 1990)

52.215-02       AUDIT -- NEGOTIATION (FEB 1993)

52.215-25       SUBCONTRACTOR COST OR PRICING DATA -- MODIFICATIONS
                (DEC 1991)

52.215-26       INTEGRITY OF UNIT PRICES (APR 1991)

52.216-21       REQUIREMENTS (APR 1984)

52.219-08       UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL
                DISADVANTAGED BUSINESS CONCERNS (FEB 1990)

52.219-09       SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS
                SUBCONTRACTING PLAN (JAN 1991) "CONTRACTING OFFICER" MEANS
                BUYER IN THE FIRST SENTENCE OF PARA. (c)

52.220-03       UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984)

52.220-04       LABOR SURPLUS AREA SUBCONTRACTING PROGRAM (APR 1984)

52.222-01       NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984)
                "CONTRACTING OFFICER" SHALL MEAN BUYER

52.222-04       CONTRACT WORK HOURS AND SAFETY STANDARDS ACT-OVERTIME
                COMPENSATION (MAR 1986) ONLY PARA (a) THROUGH (d) APPLY.
                BUYER MAY WITHHOLD OR RECOVER FROM SELLER SUCH SUMS AS
                THE CONTRACTING OFFICER WITHHOLDS OR RECOVERS FROM BUYER
                BECAUSE OF LIABILITIES OF SELLER OR ITS SUBCONTRACTORS
                UNDER THIS CLAUSE

52.222-20       WALSH-HEALEY PUBLIC CONTRACTS ACT (APR 1984)


                                I-7       

<PAGE>   8
                                                            Subcontract:  S114TP


52.222-26       EQUAL OPPORTUNITY (APR 1984)

52.222-35       AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA
                VETERANS (APR 1984)

52.222-36       AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)

52.222-37       EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF
                THE VIETNAM ERA (JAN 1988)

52.223-02       CLEAN AIR AND WATER (APR 1984)

52.223-03       HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA
                (NOV 1991)

52.223-06       DRUG FREE WORKPLACE (JUL 1990)

52.225-10       DUTY FREE ENTRY (APR 1984) "CONTRACTING OFFICER" MEANS BUYER.
                IN THE LAST SENTENCE OF PARA (h) "THE CONTRACT" MEANS THE "PRIME
                CONTRACT"

52.225-11       RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992)

52.227-01       AUTHORIZATION AND CONSENT (APR 1984)

52.227-02       NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
                INFRINGEMENT (APR 1984)

52.227-09       REFUND OF ROYALTIES (APR 1984)

52.227-10       FILING OF PATENT APPLICATIONS--CLASSIFIED SUBJECT MATTER
                (APR 1984)

52.227-11       PATENT RIGHTS--RETENTION BY THE CONTRACTOR (SHORT FORM)
                (JUN 1989)

52.229-03       FEDERAL, STATE, AND LOCAL TAXES (JAN 1991)

52.232-01       PAYMENTS (APR 1984)

52.232-16       PROGRESS PAYMENTS (AUG 1987)
                ALT 1 (SMALL BUSINESS)

52.233-01       DISPUTES (DEC 1991)

52.243-01       CHANGES--FIXED PRICE (AUG 1987)



                                      I-8


<PAGE>   9
                                                            Subcontract: S114TP

        52.243-07       NOTIFICATION OF CHANGES (APR 1984). INSERT 10 CALENDAR
                        DAYS IN PARA (b) AND (d)

        52.245-01       PROPERTY RECORDS (APR 1984)

        52.245-02       GOVERNMENT PROPERTY (FIXED PRICE CONTRACTS) (DEC 1989)

        52.246-02       INSPECTION OF SUPPLIES - FIXED PRICE (JUL 1985) F.O.B. -
                        VIASAT FACILITY

        52.246-15       CERTIFICATE OF CONFORMANCE (APR 1984)

        52.246-16       RESPONSIBILITY FOR SUPPLIES (APR 1984)

        52.246-23       LIMITATION OF LIABILITY (APR 1984)

        52.249-02       TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED
                        PRICE) (APR 1984). THE RIGHT TO TERMINATE FOR
                        CONVENIENCE SHALL BE LIMITED TO THE FOLLOWING
                        CONDITIONS: A) THE GOVERNMENT TERMINATES CONTRACT
                        DAAB07-94-D-A010 FOR CONVENIENCE, OR B) MAGNAVOX HAS
                        ORDERED MORE UNITS THAN THE QUANTITY THEN ON ORDER UNDER
                        CONTRACT DAAB07-94-D-A010 AND DESIRES TO TERMINATE ALL
                        OR A PORTION OF THE EXCESS QUANTITY. SHOULD A
                        TERMINATION FOR CONVENIENCE BE ISSUED UNDER CIRCUMSTANCE
                        A) ABOVE, THE SUBCONTRACTOR SHALL SUBMIT A TERMINATION
                        SETTLEMENT PROPOSAL IN ACCORDANCE WITH FAR 52.249-02.
                        SHOULD A TERMINATION FOR CONVENIENCE BE ISSUED UNDER
                        CIRCUMSTANCE B) ABOVE, THE SUBCONTRACTOR MAY SUBMIT A
                        TERMINATION SETTLEMENT PROPOSAL IN ACCORDANCE WITH FAR
                        52.249-02 AND THE QUANTITY DELIVERED AND THE REMAINING
                        UNITS ON ORDER FOR EACH DELIVERY ORDER IMPACTED, WILL BE
                        REPRICED IN ACCORDANCE WITH THE RANGE QUANTITY UNIT
                        PRICING IN SECTION B.1 TO REFLECT THE HIGHER UNIT PRICE
                        ASSOCIATED WITH THE LOWERED QUANTITY.

        52.249-08       DEFAULT (FIXED PRICE SUPPLY AND SERVICE) (APR 84)

        52.252-02       CLAUSES INCORPORATED BY REFERENCE (JUN 1988)

b)      DFAR CLAUSES                 TITLE
        ------------                 -----

        252.203-7000    STATUTORY PROHIBITIONS ON COMPENSATION TO FORMER DOD
                        EMPLOYEES (DEC 1991)

        252.203-7001    SPECIAL PROHIBITION ON EMPLOYMENT (DEC 1991)


                                      I-9


<PAGE>   10
                                                     Subcontract:        S114TP


252.203-7003    PROHIBITION AGAINST RETALIATORY PERSONNEL ACTIONS (APR 1992)

252.204-7002    PAYMENT OF SUBLINE ITEMS NOT SEPARATELY PRICED (DEC 1991)

252.204-7003    CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992)

252.225-7001    BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM (DEC 1991)

252.225-7009    DUTY-FREE ENTRY-QUALIFIED COUNTRY END PRODUCTS AND SUPPLIES
                (DEC 1991)

252.225-7026    REPORTING OF OVERSEAS SUBCONTRACTS (DEC 1991)

252.225-7031    SECONDARY ARAB BOYCOTT OF ISRAEL (JUN 1992)

252.227-7013    RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE (OCT 1988) ALT II

252.227-7018    RESTRICTIVE MARKINGS ON TECHNICAL DATA (OCT 1988)

252.227-7019    IDENTIFICATION OF RESTRICTED RIGHTS - COMPUTER SOFTWARE
                (DEC 1991)

252.227-7027    DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE
                (APR 1988)

252.227-7029    IDENTIFICATION OF TECHNICAL DATA (APR 1988)

252.227-7030    TECHNICAL DATA - WITHHOLDING OF PAYMENT (OCT 1988)

252.227-7031    DATA REQUIREMENTS (OCT 1988)

252.227-7036    CERTIFICATION OF TECHNICAL DATA CONFORMITY (MAY 1987)

252.227-7037    VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA (APR 1988)

252.231-7000    SUPPLEMENTAL COST PRINCIPLES (DEC 1991)

252.232-7004    DOD PROGRESS PAYMENT RATES (DEC 1991)

252.233-7000    CERTIFICATION OF CLAIMS AND REQUESTS FOR ADJUSTMENT OR RELIEF
                (DEC 1991)

252.243-7001    PRICING OF CONTRACT MODIFICATIONS (DEC 1991)

                                      I-10



<PAGE>   1
                                                                 EXHIBIT 10.26

<TABLE>
<S>                                                                                                             <C>

REF 67X                                                                                                                       67X
 _________________________________________________________________________________________________________________________________
|                                                                                                           |   1.                |
|                             AWARD/CONTRACT                                                                |   PAGE 1   OF  61   |
|___________________________________________________________________________________________________________|____________________ |
|                                 |                    |                                              |                           |
| 2. PROC INSTRUMENT ID NO. (PIIN)| 3. EFFECTIVE DATE  | 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.  | 5. CERTIFIED FOR NATIONAL |
|                                 |                    |                                              | DEFENSE                   |
|      F19628-96-C-0015           |    96MAR29         |                                              | UNDER BDC    DO-A7        |
|                                 |                    |                                              | REG 2/DMS REG 1 RATING    |
|_________________________________|____________________|______________________________________________|___________________________|
|                                                              |                                                                  |
| 6. ISSUED BY                       CODE    FA8709            |  7. ADMINISTERED BY (IF OTHER THAN BLOCK 7)     CODE   S0514A    |
|                                                              |                                                                  |
| ELECTRONIC SYSTEMS CENTER/MCK                                |  DCMAO San Diego                                                 |
| AIR FORCE MATERIEL COMMAND, USAF                             |  7675 Dagget St., Suite 200                                      |
| 50 GRIFFISS STREET                                           |  San Diego, CA 92111-2241                                        |
| HANSCOM AFB, MA 01731-1620                                   |                                                                  |
| PROGRAM: UHF DAMA 25KHZ NCS (SBIR III)                       |                                                                  |
| BUYER: PRISCILLA A. BUSA, ESC/MCK                            |                                                                  |
|    (617) 271-6370                                            |  PAS: NONE                                                       |
|______________________________________________________________|_________________________________________________________________ |
|                                                                       |                                                         |
| 8.  CONTRACTOR               CODE  47358     FACILITY                 | 9. SUBMIT INVOICES (4 COPIES UNLESS OTHERWISE           |
|     NAME AND ADDRESS                         CODE                     |    SPECIFIED) TO ADDRESS SHOWN IN                       |
|                                                                       |                                                         |
| VIASAT INCORPORATED                            F"9" FOR               |_________________________________________________________|
| 2290 COSMOS COURT.                             MULTIPLE               |                                                         |
| (SAN DIEGO COUNTY)                             FACILITIES             | 10. DISCOUNT FOR PROMPT PAYMENT                         |
| CARLSBAD, CA 92009-1585                        SEE SECT "G"           |                                       NET               |
|                                                                       |  1   N      %         DAYS                      DAYS    |
|                                                                       | ST                                                      |
|                                                                       |                                       OTHER             |
|                                                                       |  2          %         DAYS                      F"9"    |
|                                                                       | ND                                              SEE     |
|                                                                       |                                                 SEC     |
|                                                                       |  3          %         DAYS                      "B"     |
|                                                                       | PD                                                      |
|_______________________________________________________________________|_________________________________________________________|
|                                  |                           |                                                                  |
| 11. AUTHORIZED RATE              | 12. CONTRACT PERCENT FEE  | 13. PAYMENT WILL BE MADE BY                                      |
|     A. PROGRESS PAY  B. RECOUP   |                           |                                                       F "9" FOR  |
|        90.00   %     90.00  %    |            %              |                                  CODE SC 1006          MULTIPLE  |
|_________________________________ |__________________________ |                                                      DISBURSING  |
|                                       |                      | DFAS-Columbus Center                                    OFFICES, |
| 14. PURCHASE OFFICE POINT OF CONTACT  | 15. SVC/AGENCY USE   | DFAS-CO/Santa Ana Division                          SEE SECT "G" |
|            HCF/H47/HLB                |                      | P.O. BOX 182381                                                  |
|_______________________________________|______________________| COLUMBUS, OH 43218-2381
                                          |
|                         |                                    |                                                                  |
| 16. TYPE CONTRACTOR     | 17. SECURITY                       |                                                                  |
|          B              |  A. CLASS   B. DATE OF DD 254      |                                                                  |
|                         |      S           95 Nov 14         |                                                                  |
|_________________________|____________________________________|__________________________________________________________________|
|                                                            |                 |                 |           |                    |
| 18. CONTRACT ADMINISTRATION DATA                           | 19. (RESERVED)  | 20. DATE SIGNED | 21. SURV  | 22. TOTAL AMOUNT   |
|        B. CONTRACT                                E. CONT  |                 |                 |     CRIT  |                    |
| A. FAST            C. ABSTRACT RECIP  D. SPL CONT   ADMIN  |                 |                 |           |                    |
| PAY (1)KIND  (2)TYPE    ADP POINT     PROVISIONS  FUNC LMT |                 |                 |           |                    |
|        3       9                                           |                 |                 |      C    |   $10,992,482.00   |
|____________________________________________________________|_________________|_________________|___________|____________________|
|                                                                                                                                 |
| 23. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION                                  ($10,692,482.00 Funded)           |
|                              ___                                                 ___                                            |
|                             |___| PURSUANT TO 10 USC 2304(C): (        ) :      |___| 41 USC 253(C)  (        )                 |
|________________________________________________________________________________________________________________________________ |
|                                                                                                                                 |
| 24.                   TABLE OF CONTENTS (The following sections marked "X" are contained in the contract)                       |
|_________________________________________________________________________________________________________________________________|
|     |      |                                        |         |      |      |                                         |         |
| (X) |  SEC |           DESCRIPTION                  | PAGE(S) | (X)  |  SEC |           DESCRIPTION                   | PAGE(S) | 
|_____|______|________________________________________|_________|______|______|_________________________________________|_________|
|                                                               |                                                                 |
|                PART I - THE SCHEDULE                          |                   PART II - CONTRACT CLAUSES                    |
|_______________________________________________________________|_________________________________________________________________|
|     |      |                                         |        |      |      |                                          |        |
|  X  |  A   | SOLICITATION/CONTRACT FORM              |   1    |   X  |   I  |  CONTRACT CLAUSES                        |   37   |
|_____|______|_________________________________________|________|______|______|__________________________________________|________|
|     |      |                                         |        |                                                                 |
|  X  |  B   | SUPPLIES OR SERVICES AND PRICES/COSTS   |   2    |  PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH        |
|_____|______|_________________________________________|________|_________________________________________________________________|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  C   | DESCRIPTION/SPECS/WORK STATEMENT        |  17    |   X  |   J  |  LIST OF ATTACHMENTS                      |  60   |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |                                                                 |
|  X  |  D   | PACKAGING AND MARKING                   |  19    |  PART IV - REPRESENTATIONS AND INSTRUCTIONS                     |
|_____|______|_________________________________________|________|_________________________________________________________________|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  E   | INSPECTION AND ACCEPTANCE               |  20    |      |      |                                           |       |
|_____|______|_________________________________________|________|   *  |   K  |  REPRESENTATIONS, CERTIFICATIONS AND      |       |
|     |      |                                         |        |      |      |  OTHER STATEMENTS OF OFFERORS             |       |
|  X  |  F   | DELIVERIES OR PERFORMANCE               |  24    |      |      |                                           |       |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  G   | CONTRACT ADMINISTRATION DATA            |  29    |      |   L  |  INSTRS., CONDS., AND NOTICES TO OFFER    |       |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  H   | SPECIAL CONTRACT REQUIREMENTS           |  32    |      |   M  |  EVALUATION FACTORS FOR AWARD             |       |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |      |      |                                           |       |
|_____|______|________________________________________ |________|______|______|___________________________________________|______ |
|     |      |                                         |        |      |      |                                           |       |
|     |      |                                         |        |   *  |      |  incorporated by reference                |       |
|_____|______|________________________________________ |________|______|______|___________________________________________|______ |
|                                                                                                                                 |
|                                CONTRACTING OFFICER WILL COMPLETE BLOCK 25 OR 29, AS APPLICABLE                                  |
|_________________________________________________________________________________________________________________________________|
|       ___                                                            |      ___                                                 |
| 25.  |_X_| CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required | 29. |___| AWARD (Contractor is not required to sign this |
| to sign this document and return 1 copies to issuing office.)        | document.)                                               |
| Contractor agrees to furnish and deliver all items or perform all    | Your offer on Solicitation Number______________________  |
| the services set forth or otherwise identified herein for the        |  ________________________, including the additions or    |
| consideration stated herein. The rights and obligations of the       |  changes made by you which additions or changes are set  |
| parties to this contract shall be subject to and governed by the     |  forth in full above, is hereby accepted as to the items |
| following documents: (a) this award/contract, (b) the solicitation,  |  listed herein. This award consummates the contract      |
| if any, (c) such provisions, representations, certifications, and    |  which consists of the following documents (a) the       |
| specifications, as are attached or incorporated by reference herein. |  Government's solicitation and your offer, and (b) this  |
| (Attachments are listed herein.)                                     |  award/contract. No further contractual document is      |
|                                                                      |  necessary.                                              |
|______________________________________________________________________|__________________________________________________________|
|                                                                      |                                                          |
| 26. CONTRACTOR                                                       | 30. UNITED STATES OF AMERICA                             |
|                                                                      |                                                          |
| BY  /s/  William H. Jensen                                           | BY  /s/  Joseph A. Zimmerman                             |
|   _______________________________________________________________    |    ___________________________________________________   |
|______________________________________________________________________|__________________________________________________________|
|                                                 |                    |                                       |                  |
| 27. NAME AND TITLE OF SIGNER (TYPE OR PRINT)    | 28. DATE SIGNED    | 31. NAME OF CONTRACTING OFFICER       | 32. DATE SIGNED  |
|                                                 |                    |     (TYPE OR PRINT)                   |                  |
| William H. Jensen                               |      960412        |        JOSEPH A. ZIMMERMAN            |     96APR15      |
| Manager of Contracts                            |                    |        Contracting Officer            |                  |
|                                                 |      YYMMDD        |                                       |      YYMMDD      |
|_________________________________________________|____________________|_______________________________________|__________________|


</TABLE>


<PAGE>   2
70B -- PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
A.
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0001        Info CLIN           sec class: U 
            noun: 25-KHZ SOFTWARE DEVELOPMENT

            descriptive data:
            Design, develop, test and deliver a 25kHz Control 
            function in accordance with SubCLINs below.


0001AA      SubCLIN             sec class: U             1 E$70,095.00
                                                        LO E$70,095.00

            noun:      25-KHZ SOFTWARE DEVELOPMENT
            acrn: AA          nsn: N
            site codes cqa: D acp: D fob: D 
            pr/mipr data: FY7620-96-MCX313 
            type contract: R

            descriptive data:
            a. Provide software architecture and technical/cost 
            proposal to design, develop, test and deliver a 
            25-kHz control function for the NCS in accordance 
            with Statement of Work (SOW) paragraph 3.1.3.
            b. Estimated cost of this cost-plus-award-fee CLIN:
                     Estimated Cost                   $70,095
                     Base Fee                            -0-
                     Total Estimated Cost             $70,095


0001AB      SubCLIN             sec class: U             1     NSP
                                                        LO     NSP

            noun: DATA FOR 25KHZ PROPOSAL IAW EXHIBIT A
            acrn: AA         nsn: N
            site codes   cqa: D   acp: D   fob: D
            pr/mipr data: FY7620-96-MCX313 
            type contract: R

            descriptive data:
            a. Data for SubCLIN 0001AA in accordance with the
            Contract Data Requirements List (CDRL), DD Form 1423,
            Exhibit A.
            b. This CLIN is Not Separately Priced (NSP). Price is 
            included in SubCLIN 0001AA.
</TABLE>

                                                                F19628-96-C-0015
                                       -2-

<PAGE>   3
70B -- PART I, SECTION B OF THE SCHEDULE

<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0001AC      Option SubCLIN      sec class: U
            noun:     25-KHZ SOFTWARE DEVELOPMENT
            site codes cqa: S acp: S fob: S 
            type contract: R

            descriptive data:
            a. Design, develop, test and deliver a 25kHz control 
            function, if option exercised.
            b. Estimated cost of this cost-plus-award-fee CLIN:
                          Estimated Cost                   $    TBN
                          Base Fee                         $    TBN
                          Total Estimated Cost             $    TBN


0002        Option Info CLIN    sec class: U 
            noun: DATA/COMPUTER SOFTWARE

            descriptive data:
            Data and Computer Software for SubCLIN 0001AC in 
            SubCLINs 0002AA and 0002AB below, if option exercised.

0002AA      Option SubCLIN      sec class: U
            noun: DATA IAW EXHIBIT B
            site codes    cqa: D    acp: D   fob: D 
            type contract: R

            descriptive data:
            a. Data for SubCLIN 0001AC in accordance with the
            Contract Data Requirements List (CDRL) , DD Form 1423,
            Exhibit B.
            b. This CLIN is Not Separately Priced (NSP).  Price is 
            included in the estimated cost of SubCLIN 0001AC, if 
            option exercised.

0002AB      Option SubCLIN      sec class: U
            noun:  COMPUTER SOFTWARE IAW EXHIBIT C
            site codes   cqa: D   acp: D   fob: D 
            type contract: R

            descriptive data:
            a.  25kHz Computer Software for SubCLIN 0001AC
            in accordance with the CDRL, Exhibit C.
            b.  This CLIN is Not Separately Priced (NSP). Price is
            included in the estimated cost of SubCLIN 0001AC, if 
            option exercised.
</TABLE>

                                                                F19628-96-C-0015
                                      -3-

<PAGE>   4
70B -- PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0003        CLIN                sec class: U            1 E$3,261,121.00
                                                       LO E$3,261,121.00
            noun:      NCS EDM (KAENA PT.)
            acrn: 9             nsn: N
            site codes   cqa: D   acp: S   fob: D 
            pr/mipr data: See SubCLINs below 
            type contract: R

            descriptive data:
            a. Design, fabricate,  integrate, install, test and 
            deliver a 15-channel, plus one (1) spare modem 
            5kHz  Network Control  Station (NCS) Engineering
            Development Model (EDM). In addition, procure and 
            assemble NCS test bed. 
            b. Training: The Contractor shall  develop Type I
            operator and maintenance training  and conduct the
            initial class at the  Contractor's  facility in
            accordance with SOW paragraph 3.10.3.1. 
            c. The Contractor shall conduct site surveys and 
            install equipment racks, computer systems, antennas 
            and all ancillary NCS equipment associated with the 
            site activation, Kaena Pt., in accordance with the 
            Statement of Work (SOW), utilizing the labor categories 
            and rates set forth in Section J, Attachment 7.
            d. Estimated cost of this cost-plus-award-fee CLIN:
                          Estimated Cost        $3,261,121
                          Base Fee                  -0-
                          Total Estimated Cost  $3,261,121

000301      Info SubCLIN        sec class: U
            noun:     $991,379.00
            acrn: AA
            pr/mipr data: FY7620-96-MCX313

            descriptive data:
            Breakout for funding/payment purposes. 
            See Section G for payment instructions.

000302      Info SubCLIN        sec class: U
            noun:     $2,269,742.00
            acrn: AB
            pr/mipr data: FY7620-96-MCX329

            descriptive data:
            Breakout for funding/payment purposes. 
            See Section G for payment instructions.
</TABLE>

                                                                F19628-96-C-0015
                                       -4-

<PAGE>   5
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0004        CLIN                sec class: U             1      NSP
                                                        LO      NSP

            noun:      DATA IAW EXHIBIT D
            acrn: 9         nsn: N
            site codes  cqa: D   acp: D   fob: D
            pr/mipr data: NONE
            type contract: R

            descriptive data:
            a. Data for CLIN 0003 in accordance with the Contract 
            Data Requirements List (CDRL), DD Form 1423, Exhibit D. 
            b. This CLIN is Not Separately Priced (NSP).  Price is
            included in the price of CLIN 0003.


0005        CLIN                sec class: U             1 E$209,930.00
                                                        LO E$209,930.00

            noun:     TECHNICAL MANUALS IAW EXHIBIT E
            acrn: AB         nsn: N
            site codes   cqa: D   acp: S   fob: D 
            pr/mipr data: FY7620-96-MCX329 
            type contract: R

            descriptive data:
            a. Technical Manuals in accordance with the CDRL, 
            Exhibit E.
            b. Estimated cost of this cost-plus-award-fee CLIN:
                      Estimated Cost         $209,930
                      Base Fee                    -0-
                      Total Estimated Cost   $209,930
</TABLE>

                                                              F19628-96-C-0015
                                      -5-

<PAGE>   6
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0006        Info CLIN            sec class: U 
            noun: ADDITIONAL NCS

            descriptive data:
            Produce, fabricate, integrate, install, test and 
            deliver NCS units that have 5kHz, as set forth in 
            SubCLIN 0006AA and 25kHz as set forth in SubCLIN 
            0006AB, if option exercised.

0006AA      SubCLIN              sec class: U            1   $4,582,214.00
                                                        LO   $4,582,214.00

            noun: ADDITIONAL NCS - TWO SITES
            acrn: AC     nsn: N
            site codes   cqa: D   acp: S   fob: D 
            pr/mipr data: FY7620-96-MCX330 Amd 03 
            type contract: J

            descriptive data:
            Produce, fabricate, integrate, install,  test and 
            deliver two (2) NCS that have 5kHz in accordance 
            with the Statement of Objectives (SOO) and 
            Statement of Work (SOW), at a firm-fixed price 
            of $4,582,214.00.

0006AB      Option SubCLIN
            noun:      25kHz CONTROL FUNCTION
            site codes  cqa: S   acp: S   fob: D 
            type contract: J

            descriptive data:
            Provide and install 25kHz control function for 
            four (4) NCSs (including NCS unit developed under
            Contract F19628-95-C-0149) not later than 90 days
            after meeting the requirements of MS188-183, if 
            option exercised.
</TABLE>

                                                                F19628-96-C-0015
                                       -6-

<PAGE>   7
70B -  PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0007        CLIN                 sec class: U           1    NSP
                                                        LO   NSP

            noun:     DATA IAW EXHIBIT F
            acrn: AC         nsn: N
            site codes  cqa: D   acp: D   fob: D 
            pr/mipr data: FY7620-96-MCX330 Amd 03 
            type contract: J

            descriptive data:
            a. Data for SubCLINs 0006AA (and 0006AB, if option 
            exercised) in accordance with the Contract Data 
            Requirements List (CDRL), DD Form 1423, Exhibit F. 
            b. This CLIN is Not Separately Priced (NSP).  Price is 
            included in the prices of CLINs 0006AA (and 0006AB, if 
            option exercised).


0008        Info CLIN            sec class: U 
            noun: T&M SITE ACTIVATION

            descriptive data:
            a. T&M Site Activation Re: Brandywine, Kadena and 
            Aviano.
            b. The Contractor shall, on a time-and-materials 
            basis, conduct site surveys and install equipment
            racks, computer systems, antennas and all ancillary 
            NCS equipment associated with site activation as set 
            forth in SubCLINs 0008AA-0008AC.


0008AA      SubCLIN              sec class: U           1    $373,101.00
                                                        LO   $373,101.00

            noun:      T&M SITE ACTIVATION - LABOR
            acrn: AC          nsn: N
            site codes  cqa: D   acp: D   fob: D 
            pr/mipr data: FY7620-96-MCX330 Amd 03 
            type contract: Y

            descriptive data:
            a. T&M Site Activation Re: Brandywine, Kadena and 
            Aviano.
            b. The Contractor shall conduct site surveys and 
            install equipment racks, computer systems, antennas 
            and all ancillary NCS equipment associated with the 
            site activation in accordance with the Statement 
            of Work (SOW) , utilizing the labor categories 
            and rates set forth in Section J, Attachment 7. 
            c. The ceiling price for this time-and-materials
            SubCLIN is $373,101.00.
</TABLE>

                                                                F19628-96-C-0015
                                       -7-

<PAGE>   8
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0008AB      SubCLIN              sec class: U           1  $175,168.00
                                                       LO  $175,168.00

            noun:      TRAVEL AND ODC
            acrn: AC            nsn: N
            site codes   cqa: D   acp: D   fob: D 
            pr/mipr data: FY7620-96-MCX330 Amd 03 
            type contract: Y

            descriptive data: 
            a. Travel and Other Direct Costs (ODC) in support 
            of SubCLIN 0008AA. No profit or fee will be paid in
            support of this SubCLIN. In addition, rates will 
            not exceed those established in the Joint Travel
            Regulation (in effect at the time of travel) for 
            both per diem and travel expenses.
            b. The ceiling price for this time-and-materials
            SubCLIN is $175,168.00.


0008AC      SubCLIN              sec class: U           1   NSP
                                                       LO   NSP

            noun: DATA FOR SUBCLIN 0008AA IAW EXHIBIT G
            acrn: AC             nsn: N
            site codes  cqa: D   acp: D   fob: D 
            pr/mipr data: FY7620-96-MCX330 Amd 03 
            type contract: Y

            descriptive data:

            a.  Data for SubCLIN 0008AA in accordance with the
            CDRL, DD Form 1423, Exhibit G.
            b. This CLIN is Not Separately Priced (NSP). Price is
            included in SubCLIN 0008AA.

0009        RESERVED

0010        RESERVED
</TABLE>


                                                                F19628-96-C-0015
                                      -8-

<PAGE>   9
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0011        Info CLIN            sec class: U 
            noun: PRODUCTION UPGRADE

            descriptive data:
            Provide and fully populate NCSs (16 channels per NCS) 
            with all necessary Prime Mission Equipment (PME) to 
            bring all NCSs up to full operational capability as set 
            forth in SubCLINs 0011AA and 0011AB.

0011AA      SubCLIN              sec class: U            1  $991,165.00
                                                        LO  $991,165.00

            noun:  PRODUCTION UPGRADE
            acrn: AC          nsn: N
            site codes  cqa: D   acp: D   fob: D 
            pr/mipr data: FY7620-96-MCX330 
            type contract: J

            descriptive data:
            Provide and fully populate four (4) NCSs (16 channels
            per NCS) with all necessary Prime Mission Equipment
            (PME) to bring all NCSs up to full operational
            capability in accordance with the Statement of Work
            (SOW) and the Systems Requirements Document (SRD), at 
            a firm-fixed price of $991,165.00.


0011AB      SubCLIN              sec class: U            1   NSP
                                                        LO   NSP

            noun: DATA FOR SubCLIN 0011AA IAW EXHIBIT H
            noun:   PRODUCTION UPGRADE
            acrn: AC          nsn: N
            site codes   cqa: D   acp: D   fob: D 
            pr/mipr data: FY7620-96-MCX330 
            type contract: J

            descriptive data:
            a. Data for SubCLIN 0011AA in accordance with the 
            CDRL, DD Form 1423, Exhibit H. 
            b. This CLIN is Not Separately Priced (NSP).  Price 
            is included in SubCLIN 0011AA.
</TABLE>


                                                                F19628-96-C-0015
                                       -9-

<PAGE>   10
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                        <C>    
0012        Option Info   CLIN         sec class: U
            noun: CONTRACTOR LOGISTICS SUPPORT (CLS)

            descriptive data:
            The Contractor shall provide logistics support 
            to include (but not limited to) contractor depot 
            maintenance, on-call technical support, test and 
            evaluation maintenance support, and modem and 
            control/indicator refurbishment/retrofit as set 
            forth in SubCLINs 0012AA-0012AC, if option exercised.

0012AA      Option SubCLIN             sec class: U
            noun: LOGISTICS SUPPORT
            site codes     cqa: D acp: D fob: D
            type contract: J

            descriptive data:
            a. The Contractor shall provide logistics support
            for 24 months after acceptance of hardware at each
            site, in accordance with Statement of Work paragraph
            TBD , utilizing the labor categories and rates set
            forth in Section J, Attachment 7.
            b. Logistics support shall be both contractor depot
            and on-call basis.
            c. The firm-fixed price for this SubCLIN is
            $      TBN       , if option exercised.

0012AB      RESERVED
</TABLE>


                                                                F19628-96-C-0015
                                      -10-

<PAGE>   11
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                              <C>    
0012AC      Option SubCLIN             sec class: U
            noun: DATA FOR CLIN 0012 IAW EXHIBIT J
            site codes  cqa: D   acp: D   fob: D
            type contract: J

            descriptive data:
            a. Data for SubCLIN 0012AA, in accordance with
            the CDRL, Exhibit J.
            b. This SubCLIN is Not Separately Priced (NSP).
            Price is included in SubCLIN 0012AA, if option
            exercised.

0013        RESERVED

0014        CLIN                       sec class: U           1    $729,688.00
                                                             LO    $729,688.00

            noun: INITIAL SPARES
            acrn: AD       nsn: N
            site codes     cqa: S   acp: S   fob: S
            pr/mipr data: FY7620-96-MCX379
            type contract: J

            descriptive data:
            Provide initial spares in support of NCS and all 
            delivered PME in accordance with Section J, Attachment 9, 
            Recommended Initial Spares List, at a firm-fixed price 
            of $729,688.00.

0015        Option CLIN                sec class: U
            noun: TRAINING ON-SITE
            site codes     cqa: D   acp: D   fob: D
            type contract: J

            descriptive data:
            a. The Contractor shall conduct on-site training
            in accordance with SOW paragraph       TBD.
            b. Training program and training materials delivered
            via CLINs 0003 and 0004.
            c. The firm-fixed price for this SubCLIN is  $   TBN,
            if option exercised.
</TABLE>


                                                                F19628-96-C-0015
                                      -11-

<PAGE>   12
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0016       Info CLIN
           noun: SPARES/PROVISIONING

           descriptive data:
           Provide spares in support of NCS and all delivered 
           PME (Re: CLIN 0003 and Option CLIN 0006) as set forth 
           in SubCLINs 001601-001603.

001601     Info SubCLIN            sec class: U
           noun: SPARES - INVESTMENT TYPE
           site codes    cqa: D   acp: D   fob: D
           type contract: J
           opr: A

           descriptive data:
           Provide spares/repair for all repairable spares 
           not supportable by the Government in accordance with 
           SOW paragraph TBD. Individual orders, quantities, 
           ACRNs, shipping and delivery schedule to be
           negotiated by the Administrative Contracting Officer 
           (ACO) and specified on each individual Provisioning 
           Item Order (PIO).

001602     Info SubCLIN                         sec class: U
           noun: SPARES - EXPENSE TYPE
           site codes    cqa: D acp: D fob: D
           type contract: J
           opr: A

           descriptive data:
           Provide spares/repair for all repairable spares 
           not supportable by the Government in accordance with 
           SOW paragraph TBD. Individual orders, quantities, 
           ACRNs, shipping and delivery schedule to be
           negotiated by the Administrative Contracting Officer 
           (ACO) and specified on each individual Provisioning 
           Item Order (PIO).

001603     Info SubCLIN                         sec class: U
           noun: DATA FOR SPARES IAW EXHIBIT K
           site codes    cqa: D   acp: D   fob: D
           type contract: J
           opr: A

           descriptive data:
           a. Provide data in accordance with the CDRL,
           Exhibit K.
           b. To be negotiated by the ACO and specified in
           each inidividual Provisioning Item Order.
           c.  Not Separately Priced (NSP). Price is included
           in SubCLINs 001601 and 001602.
</TABLE>


                                                                F19628-96-C-0015
                                      -12-

<PAGE>   13
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0017        Option Info   CLIN       sec class: U
            noun: DAMA CERTIFICATION

            descriptive data:
            a. The Contractor shall perform certification testing
            which meet  the requirements of MIL-STDs 188-182 and
            188-183 in accordance with SOW paragraph TBD .
            b. Performance and delivery as set forth in SubCLINs
            0017AA-0017AC, if options exercised.

0017AA      Option SubCLIN           sec class: U
            noun: MIL-STD-188-183 TESTING/CERTIFICATION
            site codes     cqa: D   acp: D   fob: D
            type contract: R

            descriptive data:
            a. Contractor shall perform MIL-STD-188-183
            Certification Testing, perform software fixes, and
            prepare certification test report in accordance
            with SOW para TBD.
            b. Estimated cost of this cost-plus-award-fee CLIN,
            if option exercised:

                        Estimated Cost          $     TBN
                        Base Fee                $     TBN
                        Total Estimated Cost    $     TBN

0017AB      Option SubCLIN              sec  class: U
            noun: MIL-STD-188-182 RETESTING/RECERTIFICATION
            site codes     cqa: D   acp: D   fob: D
            type contract: R

            descriptive data:
            a. Contractor shall perform MIL-STD-188-183
            Certification Retesting and prepare certification test
            report in accordance with SOW para TBD.
            b. Estimated cost of this cost-plus-award-fee CLIN,
            if option exercised:

                        Estimated Cost          $     TBN
                        Base Fee                $     TBN
                        Total Estimated Cost    $     TBN
</TABLE>


                                                                F19628-96-C-0015
                                      -13-

<PAGE>   14
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0017AC      Option SubCLIN         sec class: U
            noun  DATA FOR SUBCLINS 0017AA & 0017AB IAW EXHIBIT L
            site codes  cqa: D   acp: D   fob: D
            type contract: R

            descriptive data:
            a. Data in accordance with the CDRL, Exhibit L.
            b. Not Separately Priced (NSP).  Price included in
            SubCLINs 0017AA and 0017AB, if options exercised.

0018        CLIN                   sec class: U          1   $500,000.00
                                                        LO   $500,000.00

            noun: SPECIAL ANALYSIS TASK LABOR
            acrn: 9       nsn: N
            site codes   cqa: D   acp: D   fob: D
            pr/mipr data: See Info SubCLIN below
            type contract: Y

            descriptive data:
            a. The Contractor shall provide Special Analysis
            Tasks in accordance with SOW paragraph 3.6; Other
            Special Contract Requirement H.D.1; and utilizing
            the labor rates set forth in Section J, Attachment 7.
            b. The ceiling price for this time-and-materials
            CLIN is $500,000.00.

001801      Info SubCLIN           sec class: U
            noun: $250,000.00
            acrn: AB
            pr/mipr data: FY7620-96-MCX329

            descriptive data:
            Breakout for funding/payment purposes. 
            See Section G for payment instructions.
</TABLE>


                                                                F19628-96-C-0015
                                      -14-

<PAGE>   15
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                               Quantity              Unit Price
Item No     Supplies/Services                 Purch Unit         Total Item Amount
- --------    -----------------                 ------------------------------------

<S>         <C>                                         <C>    
0019        CLIN                  sec class: U           1   $100,000.00
                                                        LO   $100,000.00

            noun: TRAVEL & ODC FOR CLIN 0018
            acrn: 9       nsn: N
            site codes  cqa: D   acp: D   fob: D
            pr/mipr data: See SubCLINs below
            type contract: Y

            descriptive data:
            a. The Contractor shall provide travel and Other 
            Direct Costs (ODC)in support of CLIN 0018. No 
            profit or fee will be associated with this CLIN. 
            In addition, rates will not exceed those established 
            in the Joint Travel Regulation (in effect at the 
            time of travel) for both per diem and travel 
            expenses. 
            b. The ceiling price for this time-and-materials 
            CLIN is $100,000.00.

001901      Info SubCLIN          sec class: U
            noun: $50,000.00
            acrn: AB
            pr/mipr data: FY7620-96-MCX329

            descriptive data:
            Breakout for funding/payment purposes. 
            See Section G for payment instructions.

0020        CLIN                  sec class: U           1   NSP
                                                        LO   NSP
             noun: DATA FOR CLIN 0018 IAW EXHIBIT M
             acrn: AB      nsn: N
             site codes    cqa: D   acp: D   fob: D
             pr/mipr data: FY7620-96-MCX329
             type contract: Y

             descriptive data:
             a. Data for CLIN 0018 in accordance with CDRLs as
             identified in individual Task Requirement Notices.
             Data Requirements List (CDRL), DD Form 1423, Exhibit M.
             b.  This CLIN is Not Separately Priced (NSP).  Price is
             included in the estimated cost of CLIN 0018.
</TABLE>


Note: opr: An "A" designates the ACO as the Government Representative
responsible for the definitization of the action; a "P" designates the PCO as
the Government Representative responsible for definitization of the action
(price/schedule).

                                                                F19628-96-C-0015
                                      -15-

<PAGE>   16
SECTION B - SUPPLIES OR SERVICES AND PRICES/COST (continued)

B. Exercise of Options

1. The Government reserves the right to exercise Option CLIN/SubCLINs 0001AC,
0002AA and 0002AB not later than 120 days after acceptance of data delivered
under SubCLIN 0001AB.

2. The Government reserves the right to exercise the option for SubCLIN 0006AB
not later than 30 days after completion of SubCLIN 0017AA.

3. The Government reserves the right to exercise Option CLIN/SubCLINs 0012AA,
0012AC and 0015 not later than 120 days after receipt of proposal.

4. The Government reserves the right to exercise the option for SubCLINs 0017AA,
0017AB and 0017AC not later than 30 days ater completion of CLIN 0001.


C. AFMC FAR Sup Clauses in Full Text

5352.232-9000 IMPLEMENTATION OF LIMITATION OF FUNDS (DEC 1995)

         (a) The sum allotted to this contract and available for payment of
costs under CLINs/SubCLIN 0001AA, 0003 and 0005 through __________in accordance
with the clause in Section I entitled "Limitation of Funds" is $3,541,146.00.

         (b) In addition to the amount allotted under the Limitation of Funds
clause, the additional amount of $ -0- is obligated for payment of fee for work
completed under CLINs/SubCLIN 0001AA, 0003 and 0005.

D. Additional Notices

1.       REFERENCE TO SPECIFIC PARAGRAPHS OF THE STATEMENT OF WORK (AUG 1993)
        (ESC/B-4)

         Reference to specific paragraphs of the Statement of Work (SOW)
indicates only where the CLIN/SubCLIN requirement is principally described and
does not absolve the Contractor from the requirement to comply with the
contractual provisions applicable to those CLINs/SubCLINs.


                                                              F19628-96-C-0015
                                       16

<PAGE>   17
N66032-93-C-0025                                                          PAGE 1
                                                                
- --------------------------------------------------------------------------------

      SECTION B - SUPPLIES OR SERVICES AND PRICES

 Bl   SCOPE OF CONTRACT
 B2   CONTRACT LINE ITEM DESCRIPTION LIST
- --------------------------------------------------------------------------------
N66032-93-C-0025
                                                                  SEPTEMBER 1993

<PAGE>   18
N66032-93-C-0025                                                          PAGE 2
- --------------------------------------------------------------------------------

    SECTION B  - SUPPLIES OR SERVICES AND PRICES

B1. SCOPE OF CONTRACT

B1.1. This contract is for research and development services to manage, design,
engineer, fabricate, test and document the Engineering and Manufacturing
Development (E&MD) phase of the Embeddable INFOSEC Product (EIP). The EIP
provides subscriber and link level Communications Security (COMSEC) for
shipboard and shore based systems implementing the Navy's Communication Support
System (CSS) architecture.

B2.  CONTRACT LINE ITEM DESCRIPTION LIST

B2.1. The Contractor is required to furnish all specified equipment, supplies,
and services in conformance with the terms and conditions of this contract.
Specifications for all items and services are stated in Section C.

B2.2. SUPPLIES OR SERVICES AND PRICE/COST

CLINs:


<TABLE>
<CAPTION>
ITEM      DESCRIPTION             QTY  UNIT      PRICE      AMOUNT
- ----------------------------------------------------------------------
<S>                               <C>  <C>   <C>           <C>
0001  10 Certified combined        1    LOT   $2,367,000    $2,367,000
      Engineering Development
      Model (EDM)

0002  FY 96 Option Item-           1    LOT   $ 340,000     $  340,000
      Production Support as
      described in SOW para.
      3.9, 3.12, 3.11,
      3.7.5.1 &.2 & 3,
      3.5.2., 3.3.6,
      CSSR CLIN 0002 &
      Program Mgmt.

0003  FY 96 Option Item -          100  EA    $   13,530    $1,353,000
      Certified Combined-
      Level EDM

0004  FY 97 Option Item -          100  EA    $   12,590    $1,259,000
      Certified Combined
      Level EDM
</TABLE>


- --------------------------------------------------------------------------------
N66032-93-C-0025                                                  SEPTEMBER 1993

<PAGE>   19
N66032-93-C-0025                                                          PAGE 3
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ITEM      DESCRIPTION                 QTY   UNIT        PRICE         AMOUNT
- ------------------------------------------------------------------------------
<S>                                   <C>   <C>       <C>           <C>
0005   FY 96 Option Item -                   LOT       NSP            NSP
       CDRLs Exhibits A, B
       K and P for CLIN 0003

0006   FY 96 Option Item -              1    LOT       $369,633       $369,633
       Depot Maintenance/Supply,
       Software and Material Support

0007   FY 96 Option Item -              1    LOT       $ 18,722       $ 18,722
       Operator Training Course

0008   FY 97 Option Item -              1    LOT       $304,153       $304,153
       Depot Maintenance/Supply,
       Software and Material Support

0009   FY 95 Option Item - CDRL         1    LOT       $ 60,177       $ 60,177
       Exhibit M for CLIN 0001
       (Technical Manual)

0010   CLIN 0001 CDRLs Exhibits         1    LOT       NSP            NSP
       A-H, J-K, and N except as
       listed in CLIN 0011

0011   FY 96 Option Item-               1    LOT       NSP            NSP
       CDRLS for CLIN 0002,
       Exhibits COO6, COO7, COO8,
       COO9, E003, GOOD, GOOE,
       GOOF, J001, J002, L (all),
       and P (all)

0012   FY 95 Option Item-               1    LOT       $313,000       $313,000
       MIL-STD-883B, Screened
       Parts for CLIN 0003

0013   FY 96 Option Item-               1    LOT       $313,000       $313,000
       MIL-STD-883B, Screened
       Parts for CLIN 0004
</TABLE>


B3. THE SCHEDULE

B3.1 The estimated cost of performance for the base period is $2,367,000 of
which $2,176, 552 is cost and $190,448 is fee. The total estimated cost of this
contract is $6,158,791 and the total estimated fee is $538, 894. 00 should all
options be exercised (see Paragraph H11) .
- --------------------------------------------------------------------------------
N66032-93-C-0025                                                  SEPTEMBER 1993



<PAGE>   1
                                                                 EXHIBIT 10.27

<TABLE>
<S>                                                                                                             <C>

REF 67X                                                                                                                       67X
 _________________________________________________________________________________________________________________________________
|                                                                                                           |   1.                |
|                             AWARD/CONTRACT                                                                |   PAGE 1  OF  37    |
|___________________________________________________________________________________________________________|____________________ |
|                                 |                    |                                              |                           |
| 2. PROC INSTRUMENT ID NO. (PIIN)| 3. EFFECTIVE DATE  | 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.  | 5. CERTIFIED FOR NATIONAL |
|                                 |                    |                                              | DEFENSE                   |
|      F19628-95-C-0149           |    95OCT02         |                                              | UNDER BDC    DO-A7        |
|                                 |                    |                                              | REG 2/DMS REG 1 RATING    |
|_________________________________|____________________|______________________________________________|___________________________|
|                                                              |                                                                  |
| 6. ISSUED BY                       CODE    FA8709            |  7. ADMINISTERED BY (IF OTHER THAN BLOCK 7)     CODE   S0514A    |
|                                                              |                                                                  |
| ELECTRONIC SYSTEMS CENTER/MCK                                |  DCMAO San Diego                                                 |
| AIR FORCE MATERIEL COMMAND, USAF                             |  7675 Dagget St., Suite 200                                      |
| 50 GRIFFISS STREET                                           |  San Diego, CA 92111-2241                                        |
| HANSCOM AFB, MA 01731-1620                                   |                                                                  |
| BUYER: PRISCILLA A. BUSA, ESC/MCK                            |                                                                  |
|    (617) 271-6370                                            |  PAS: NONE                                                       |
|______________________________________________________________|_________________________________________________________________ |
|                                                                       |                                                         |
| 8.  CONTRACTOR               CODE  47358     FACILITY                 | 9. SUBMIT INVOICES (4 COPIES UNLESS OTHERWISE           |
|     NAME AND ADDRESS                         CODE                     |    SPECIFIED) TO ADDRESS SHOWN IN                       |
|                                                                       |                                                         |
| VIASAT INCORPORATED                            F"9" FOR               |_________________________________________________________|
| 2290 COSMOS COURT.                             MULTIPLE               |                                                         |
| (SAN DIEGO COUNTY)                             FACILITIES             | 10. DISCOUNT FOR PROMPT PAYMENT                         |
| CARLSBAD, CA 92009-1585                        SEE SECT "G"           |                                       NET               |
|                                                                       |  1   N      %         DAYS                      DAYS    |
|                                                                       | ST                                                      |
|                                                                       |                                       OTHER             |
|                                                                       |  2          %         DAYS                      IF"9"   |
|                                                                       | ND                                              SEE     |
|                                                                       |                                                 SEC     |
|                                                                       |  3          %         DAYS                      "T"     |
|                                                                       | RD                                                      |
|_______________________________________________________________________|_________________________________________________________|
|                                  |                           |                                                                  |
| 11. AUTHORIZED RATE              | 12. CONTRACT PERCENT FEE  | 13. PAYMENT WILL BE MADE BY                                      |
|     A. PROGRESS PAY  B. RECOUP   |                           |                                                      IF "9" FOR  |
|                %            %    |            %              |                                  CODE SC 1008          MULTIPLE  |
|_________________________________ |__________________________ |                                                      DISBURSING  |
|                                       |                      | DFAS-Columbus Center                                    OFFICES, |
| 14. PURCHASE OFFICE POINT OF CONTACT  | 15. SVC/AGENCY USE   | DFAS-CO/Santa Ana Division                          SEE SECT "G" |
|            HCF/H47/HLB                |                      | P.O. BOX 182381                                                  |
|_______________________________________|______________________| COLUMBUS, OH 43218-2381                                          |
|                         |                                    |                                                                  |
| 16. TYPE CONTRACTOR     | 17. SECURITY                       |                                                                  |
|          B
              |  A. CLASS   B. DATE OF DD 254      |                                                                  |
|                         |      S           95 MAY 19         |                                                                  |
|_________________________|____________________________________|__________________________________________________________________|
|                                                            |                 |                 |           |                    |
| 18. CONTRACT ADMINISTRATION DATA                           | 19. (RESERVED)  | 20. DATE SIGNED | 21. SURV  | 22. TOTAL AMOUNT   |
|        B. CONTRACT                                E. CONT  |                 |                 |     CRIT  |                    |
| A. FAST            C. ABSTRACT RECIP  D. SPL CONT   ADMIN  |                 |                 |           |                    |
| PAY (1)KIND  (2)TYPE    ADP POINT     PROVISIONS  FUNC LMT |                 |                 |           |                    |
|        3       9                                           |                 |                 |      C    |   $4,362,149.00    |
|____________________________________________________________|_________________|_________________|___________|____________________|
|                                                                                                                                 |
| 23. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION                                                                    |
|                              ___                                                 ___                                            |
|                             |___| PURSUANT TO 10 USC 2304(C): (        ) :      |___| 41 USC 253(C)  (        )                 |
|________________________________________________________________________________________________________________________________ |
|                                                                                                                                 |
| 24.                   TABLE OF CONTENTS (The following sections marked "X" are contained in the contract)                       |
|_________________________________________________________________________________________________________________________________|
|     |      |                                        |         |      |      |                                         |         |
| (X) |  SEC |           DESCRIPTION                  | PAGE(S) | (X)  |  SEC |           DESCRIPTION                   | PAGE(S) | 
|_____|______|________________________________________|_________|______|______|_________________________________________|_________|
|                                                               |                                                                 |
|                PART I - THE SCHEDULE                          |                   PART II - CONTRACT CLAUSES                    |
|_______________________________________________________________|_________________________________________________________________|
|     |      |                                         |        |      |      |                                          |        |
|  X  |  A   | SOLICITATION/CONTRACT FORM              |   1    |   X  |   I  |  CONTRACT CLAUSES                        |   18   |
|_____|______|_________________________________________|________|______|______|__________________________________________|________|
|     |      |                                         |        |                                                                 |
|  X  |  B   | SUPPLIES OR SERVICES AND PRICES/COSTS   |   2    |  PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH        |
|_____|______|_________________________________________|________|_________________________________________________________________|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  C   | DESCRIPTION/SPECS/WORK STATEMENT        |   5    |   X  |   J  |  LIST OF ATTACHMENTS                      |  37   |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |                                                                 |
|  X  |  D   | PACKAGING AND MARKING                   |   6    |  PART IV - REPRESENTATIONS AND INSTRUCTIONS                     |
|_____|______|_________________________________________|________|_________________________________________________________________|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  E   | INSPECTION AND ACCEPTANCE               |   7    |      |      |                                           |       |
|_____|______|_________________________________________|________|   *  |   K  |  REPRESENTATIONS, CERTIFICATIONS AND      |       |
|     |      |                                         |        |      |      |  OTHER STATEMENTS OF OFFERORS             |       |
|  X  |  F   | DELIVERIES OR PERFORMANCE               |   8    |      |      |                                           |       |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  G   | CONTRACT ADMINISTRATION DATA            |  10    |      |   L  |  INSTRS., CONDS., AND NOTICES TO OFFER    |       |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  H   | SPECIAL CONTRACT REQUIREMENTS           |  12    |      |   M  |  EVALUATION FACTORS FOR AWARD             |       |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |      |      |                                           |       |
|_____|______|________________________________________ |________|______|______|___________________________________________|______ |
|     |      |                                         |        |      |      |                                           |       |
|     |      |                                         |        |   *  |      |  incorporated by reference                |       |
|_____|______|________________________________________ |________|______|______|___________________________________________|______ |
|                                                                                                                                 |
|                                CONTRACTING OFFICER WILL COMPLETE BLOCK 25 OR 29, AS APPLICABLE                                  |
|_________________________________________________________________________________________________________________________________|
|       ___                                                            |      ___                                                 |
| 25.  |_X_| CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required | 29. |___| AWARD (Contractor is not required to sign this |
| to sign this document and return 1 copies to issuing office.)        | document.)                                               |
| Contractor agrees to furnish and deliver all items or perform all    | Your offer on Solicitation Number______________________  |
| the services set forth or otherwise identified herein for the        |  ________________________, including the additions or    |
| consideration stated herein. The rights and obligations of the       |  changes made by you which additions or changes are set  |
| parties to this contract shall be subject to and governed by the     |  forth in full above, is hereby accepted as to the items |
| following documents: (a) this award/contract, (b) the solicitation,  |  listed herein. This award consummates the contract      |
| if any, (c) such provisions, representations, certifications, and    |  which consists of the following documents (a) the       |
| specifications, as are attached or incorporated by reference herein. |  Government's solicitation and your offer, and (b) this  |
| (Attachments are listed herein.)                                     |  award/contract. No further contractual document is      |
|                                                                      |  necessary.                                              |
|______________________________________________________________________|__________________________________________________________|
|                                                                      |                                                          |
| 26. CONTRACTOR                                                       | 30. UNITED STATES OF AMERICA                             |
|                                                                      |                                                          |
| BY  /s/  William H. Jensen                                           | BY  /s/  Joseph A. Zimmerman                             |
|   _______________________________________________________________    |    ___________________________________________________   |
|______________________________________________________________________|__________________________________________________________|
|                                                 |                    |                                       |                  |
| 27. NAME AND TITLE OF SIGNER (TYPE OR PRINT)    | 28. DATE SIGNED    | 31. NAME OF CONTRACTING OFFICER       | 32. DATE SIGNED  |
|                                                 |                    |     (TYPE OR PRINT)                   |                  |
| William H. Jensen                               |      951018        |        JOSEPH A. ZIMMERMAN            |     95OCT19      |
| Contracts Manager                               |      YYMMMDD       |                                       |     YYMMMDD      |
|_________________________________________________|____________________|_______________________________________|__________________|


</TABLE>


<PAGE>   2
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                                                  Quantity       Unit Price
 Item No                Supplies/Services                       Purch Unit    Total Item Amount
 -------                -----------------                       -------------------------------

<S>                                                              <C>          
 0001      CLIN                                sec class: U              1   $4,247,149.00
                                                                        LO   $4,247,149-00


           noun: 5-KHZ INITIAL NETWORK CONTROL STATION
           acrn: 9       nsn: N
           site codes    cqa: S  acp: S  fob: S
           pr/mipr data: SEE BELOW
           type contract: R

           descriptive data:
           a. Design, fabricate, intgrate, test, and deliver
           a 5-KHz Initial Network Control Station.  Establish
           product baseline.  Complete MIL-STD-188-182 Certification.
           Execute NSA Endorsement Program.
           b. Estimated cost of this cost-plus-award-fee CLIN:

                       Estimated Cost          $4,247,149.00
                       Base Fee                $     -0-
                       Total Estimated Cost    $4,247,149.00

 000101    Info SubCLIN                        sec class: U
           noun: $3,547,796.00
           acrn: AA
           site codes    cqa: S  acp: S  fob: S
           pr/mipr data: FY7620-95-MCX0018
           type contract: R

           descriptive data:
           Breakout for funding purposes. Payment should be
           made using oldest funds first.

 0002      CLIN                                sec class: U              1   NSP
                                                                        LO   NSP
           noun: DATA IAW EXHIBIT A
           acrn: 9       nsn: N
           site codes    cqa: D  acp: D  fob: D
           pr/mipr data: FY7620-95-MCX0018
           type contract: R

           descriptive data:
           a. Data for CLIN 0001 in accordance with the Contract
           Data Requirements List (CDRL), DD Form 1423, Exhibit A.
           b. This CLIN is Not Separately Priced (NSP) . Price is
           included in the estimated cost of CLIN 0001.

 0003      RESERVED
</TABLE>


                                       -2-

                                                               F19628-95-C-0149

<PAGE>   3


 70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                                                   Quantity        Unit Price
  Item No                Supplies/Services                        Purch Unit   Total Item Amount
  --------               -----------------                        ------------------------------

<S>                                                                       <C>    
  0004      CLIN                                 sec class: U              1   NSP
                                                                          LO   NSP
            noun: COMPUTER SOFTWARE IAW EXHIBIT C
            acrn: 9       nsn: N
            site codes    cqa: D  acp: D  fob: D
            pr/mipr data: FY7620-95-MCX0018
            type contract: R

            descriptive data:
            a. 5khz Computer Software in accordance with the
            Contract Data Requirements List (CDRL), DD Form 1423,
            Exhibit C.
            b. This CLIN is Not Separately Priced (NSP).  Price is
            included in the estimated cost of CLIN 0001.

  0005      CLIN                                 sec class: U              1   $100,000.00
                                                                          LO   $100,000.00

            noun: SPECIAL ANALYSIS TASK LABOR
            acrn: 9       nsn: N
            site codes    cqa: D  acp: D  fob: D
            pr/mipr data: SEE BELOW
            type contract: Y

            descriptive data:
            a. The Contractor shall provide Special Analysis Tasks
            in accordance with Statement of Work paragraph 3.1.13,
            Other Special Contract Requirement H.D.1, and utilizing
            the labor rates set forth in Section J, Attacment 5.
            b. The ceiling price for this time-and-materials
            CLIN is $100,000.00.

  000501    Info SubCLIN                         sec class: U
            noun: $100,000.00
            acrn: AA
            site codes    cqa: D  acp: D  fob: D
            pr/mipr data: FY7620-95-MCX0018
            type contract: Y

            descriptive data:
            Breakout for funding purposes. Payment should be 
            made using oldest funds first.
</TABLE>


                                       -3-


                                                               F19628-95-C-0149

<PAGE>   4
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                                                 Quantity        Unit Price
 Item No                Supplies/Services                      Purch Unit     Total Item Amount
 --------               -----------------                      --------------------------------

<S>                                                                     <C>       
 0006     CLIN                                 sec class: U              1   $15,000.00
                                                                        LO   $15,000.00

          noun: TRAVEL AND OTHER DIRECT COSTS (ODC)
          acrn: 9       nsn: N
          site codes    cqa: D  acp: D  fob: D
          pr/mipr data: SEE BELOW
          type contract: Y

          descriptive data:
          a. The Contractor shall provide travel and ODC in
          support of CLIN 0005. No profit or fee will be
          associated with this CLIN. In addition, rates will
          not exceed those established in the Joint Travel
          Regulation (in effect at the time of travel) for
          both per diem and travel expenses. 
          b. The ceiling price for this time-and-materials 
          CLIN is $15,000.00.

 000601   Info SubCLIN                         sec class: U
          noun: $15,000.00
          acrn: AA
          site codes    cqa: D  acp: D  fob: D
          pr/mipr data: FY7620-95-MCX0018
          type contract: Y

          descriptive data:
          Breakout for funding purposes. Payment should be
          made using oldest funds first.

 0007     CLIN                                 sec class: U              1   NSP
                                                                        LO   NSP
          noun: DATA FOR CLIN 0005
          acrn: 9       nsn: N
          site codes    cqa: D  acp: D  fob: D
          pr/mipr data: FY7620-95-MCX0018
          type contract: Y

          descriptive data:
          a. Data for CLIN 0005 in accordance with Contract
          Data Requirements List (CDRL), DD Form 1423, as
          identified by individual Task Requirement Notices.
          b. This CLIN is Not Separately Priced (NSP). Price
          is included in the estimated cost of CLIN 0005.
</TABLE>


B.  Additional Notices

1. REFERENCE TO SPECIFIC PARAGRAPHS OF THE STATEMENT OF WORK (AUG 1993)
   (ESC/B-4)

   Reference to specific paragraphs of the Statement of Work (SOW) indicates
only where the CLIN/SubCLIN requirement is principally described and does not
absolve the Contractor from the requirement to comply with the contractual
provisions applicable to those CLINs/SubCLINs.

                                       -4-


                                                               F19628-95-C-0149

<PAGE>   5
           SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

           A. The Contractor shall furnish the supplies and/or services set
           forth in Section B in accordance with the following documents:

           CLIN                 DESCRIPTION

           0001, 0006           a. Statement of Work for the Ultra High
                                Frequency Demand Assigned Multiple Access (DANA)
                                5-Khz Multi Channel Initial Network Control
                                Station (INCS), dated 95SEP27, Attachment 1.

           0002                 Contract Data Requirements List (CDRL), DD Form
                                1423, dated 95SEP17, Exhibit A.

           0004                 Contract Data Requirements List (CDRL), DD
                                Form 1423, dated 95SEP27, Exhibit C.

           0005                 a. Statement of Work for the Ultra High
                                Frequency Demand Assigned Multiple Access (DAMA)
                                5-Khz Multi Channel Initial Network Control
                                Station (INCS), paragraph 3.1.13, dated 95SEP27,
                                Attachment 1. 
                                b. Other Special Contract Requirement H.D.1.

           0007                 Contract Data Requirements List (CDRL), DD Form
                                1423, as identified by individual Task
                                Requirement Notices.

           (Note: This is a follow-on SBIR effort to the SBIR effort under
           contract F19628-92-C-0151.)

           B. Additional Notices

           1. REFERENCE TO SPECIFIC PARAGRAPHS OF THE STATEMENT OF WORK (AUG
              1993) (ESC/C-10)

               Reference to specific paragraphs of the Statement of Work (SOW)
           indicates only where the CLIN/SubCLIN requirement is principally
           described and does not absolve the Contractor from the requirement to
           comply with the contractual provisions applicable to those
           CLINs/SubCLINs.

                                      -5-

                                                               F19628-95-C-0149

<PAGE>   6
SECTION D - PACKAGING AND MARKING       

        The Contractor's commercial packaging/packing practices will be
acceptable in the event any packaging is needed from the Contractor and that
the packaging/packing practices provide the required protection. All items
shall be clearly marked.

                                      -6-

<PAGE>   7
SECTION E - INSPECTION AND ACCEPTANCE

A.      52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)

        This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available.

I.      FEDERAL ACQUISITION REGULATION CLAUSES

52.246-6        *   INSPECTION - TIME-AND-MATERIAL AND LABOR-HOUR (JAN 1986)
                *   ALTERNATE I (APR 1984)
52.246-8        **  INSPECTION OF RESEARCH AND DEVELOPMENT -
                    COST-REIMBURSEMENT (APR 1984)

 *Applicable to CLINs 0005, 0006 and 0007
**Applicable to CLINs 0001, 0002 and 0004

II.     DEFENSE FAR SUPPLEMENT CLAUSES

252.246-7000        MATERIAL INSPECTION AND RECEIVING REPORT (DEC 1991)

B.      Inspection and acceptance shall be accomplished as follows:

CLIN/SubCLINs

0001                Inspection and acceptance at source following Government
                    approval of in-plant acceptance test, FCA/PCA minutes, and
                    all data and computer software submitted under CLINs
                    0002-0004.

0002                In accordance with CDRL, Exhibit A.

0004                In accordance with CDRL, Exhibit C.

0005, 0006 & 0007   In accordance with each individual Task Requirement Notice.

                                      -7-

<PAGE>   8
70F - PART I, SECTION F OF THE SCHEDULE


<TABLE>
<CAPTION>
                                                                DELIVERY      SCHEDULE
ITEM NO                 SUPPLIES SCHEDULE DATE                  QUANTITY        DATE
- -------                 ----------------------                  --------      --------
<S>       <C>                                                   <C>           <C>
0001      CLIN Del Sch                  sec class: U
          acrn: 9
          ship to: U                                                1           ASREQ

          descriptive data:
          Delivery not later than 14 MAC (Months After
          Contract Award).


0002      CLIN Del Sch                  sec class: U
          acrn: 9
          ship to: U                                                1           ASREQ

          descriptive data:
          In accordance with CDRL, Exhibit A.


0004      CLIN Del Sch                  sec class: U
          acrn: 9
          ship to: U                                                1           ASREQ

          descriptive data:
          In accordance with CDRL, Exhibit C.


0005      CLIN Del Sch                  sec class: U
          acrn: 9
          ship to: U                                                1           ASREQ

          descriptive data:
          In accordance with each individual Task Requirement
          Notice (TRN).


0006      CLIN Del Sch                  sec class: U
          acrn: 9
          ship to: U                                                1           ASREQ

          descriptive data:
          In accordance with each individual TRN.


0007      CLIN Del Sch                  sec class: U
          acrn: 9
          ship to: U                                                1           ASREQ

          descriptive data:
          In accordance with CDRLs as identified in individual
          Task Requirement Notices.
</TABLE>


                                      -8-
                                

<PAGE>   9
SECTION F - DELIVERIES OR PERFORMANCE (cont'd)


A.   52.242-2  CLAUSES INCORPORATED BY REFERENCE (JUN 1988)

     This contract incorporates one or more clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available.

I.   FEDERAL ACQUISITION REGULATION CLAUSES

52.212-13       STOP-WORK ORDER (AUG 1989)
            *   ALTERNATE I (APR 1984)
52.247-30   *   F.O.B. ORIGIN, CONTRACTOR'S FACILITY (APR 1984)
52.247-65   *   F.O.B. ORIGIN  PREPAID FREIGHT - SMALL PACKAGE SHIPMENTS
                (JAN 1991)

* Applicable to CLINs 0001, 0002 and 0004


                                      -9-

<PAGE>   10

<TABLE>
<CAPTION>
                           APPROPRIATION/LMT SUBHEAD/CPN RECIP DODAAD    OBLIGATION
ACRN    ACCT CLASS DATA      SUPPLEMENTAL ACCOUNTING CLASSIFICATION        AMOUNT
- ----    ---------------    ------------------------------------------    ----------
<S>     <C>                <C>                                           <C>
 AA       ACCOUNT
          UNCLASSIFIED     5753600                             F78100
                           295 3650 652932 000000 00000 33606F 678100
</TABLE>


          pr/mipr data:
            FY762095MCX0018 (Partial)

          descriptive data:
          Ultra High Frequency (UHF) Demand Assigned Multiple Access
          (DAMA) 5kHz Multi-Channel Initial Network Control Station
                CLIN 0001 -
                CLIN 0005 -
                CLIN 0006 -


                                      -10-

<PAGE>   11
SECTION G - CONTRACT ADMINISTRATION DATA (cont'd)

2.      Administrative Information:

        a.      Contracting Office Representative: Priscilla A. Busa

        b.      Contracting Officer: Joseph A. Zimmerman

        c.      Symbol of Purchasing Office: ESC/MCK

        d.      Telephone Number: (617) 271-6370

3.      Instructions Re Patents Clause:

        The ACO will forward all documentation (reports, invention disclosures,
notices, requests) and other information concerning patents to the following
addressee: 

        ESC/JANP (Patent Counsel)
        35 Hamilton St.
        Hanscom AFB, MA 01731-2010

4.      Transportation Office:  Transportation Officer
                                (Address - Same as Office of Administration)

5.      Submit Invoices/Vouchers:  DFAS-CO/El Segundo
                                   P.O. Box 182351
                                   Columbus, OH 43218-2351

6.      Remittance Address:  For Electronic Funds Transfer (EFT)
        Financial Institution:  Union Bank, San Diego Regional Office
                                530 B Street, 4th Floor
                                San Diego, CA 92101-4407

        Point of Contact:  Sharon L. Slofkowski
        ABA Routing Number:  122000496
        Account Number:  4000142625 General Account

                                      -11-

<PAGE>   12
SECTION H - SPECIAL CONTRACT REQUIREMENTS

A.      AF FAR Sup Clauses in Full Text

5352.210-9000   ELIMINATION OF USE OF CLASS I OZONE DEPLETING SUBSTANCES (ODS)
                IN AIR FORCE PROCUREMENTS (OCT 1994)

        (a)     It is Air Force policy to preserve mission readiness while
minimizing dependency on Class I Ozone Depleting Substances (ODS), and their
release into the environment, to help protect the Earth's stratospheric ozone
layer. 

        (b)     Unless a specific waiver has been approved, Air Force
procurements: 

                (1)     May not include any specification, standard, drawing or
other document that requires the use of a Class I ODS in the design,
manufacture, test, operation, or maintenance of any system, subsystem, item,
component or process; and

                (2)     May not include any specification, standard, drawing or
other document that establishes a requirement that can only be met by use of a
Class I ODS;

        (c)     For the purposes of Air Force policy, the following are Class I
ODS: 

                (1)     Halons:  1011, 1202, 1211, 1301 and 2402

                (2)     Chlorofluorocarbons (CFCs):  CFC-11, CFC-12, CFC-13,
CFC-111, CFC-112, CFC-113, CFC-114, CFC-115, CFC-211, CFC-212, CFC-213,
CFC-214, CFC-215, CFC-216, and CFC-217, and the blends R-500, R-501, R-502, and
R-503. 

                (3)     Other Controlled Substances:  Carbon Tetrachloride,
Methyl Chloroform, and Methyl Bromide.

        (d)     The Air Force has reviewed the requirements specified in this
contract to reflect this policy. Where considered essential, specific approval
has been obtained to continue use of the following substances:

Class I Ozone Depleting Substance       Application/Use       Quantity (lbs) 
- ---------------------------------       ---------------       --------------
              NONE

        (e)     To assist the Air Force in implementing this policy, the
offeror/contractor is encouraged, but not required, to notify the contracting
officer if any Class I ODS not specifically listed above, is required in the
performance of this contract.

                                      -12-

<PAGE>   13
B.      AFMC FAR Sup Clauses in Full Text

5352.216-9002   AWARD FEE (FEB 1995)

        In addition to the profit/fee set forth elsewhere in the contract, the
contractor may earn a total award fee amount of up to $633,692.00 on the basis
of performance during the evaluation periods.

                (a)     Monitoring of Performance.  The contractor's
performance will be continually monitored by the performance monitors whose
findings are reported to the Award Fee Review Board (AFRB). The AFRB recommends
an award fee to the Fee Determining Official (FDO) who makes the final decision
of the award fee amount paid based on the contractor's performance during the
award fee evaluation period.

                (b)     Award Fee Plan.  This plan provides the information set
forth in AFMCFARS 5316.404-2(b)(90)(1). The evaluation criteria and associated
grades are specified in the award fee plan. The evaluation periods with the
associated award fee pool amounts and performance criteria with associated
percentages of available award fee are also specified in the award fee plan.
Upon contract award, the contractor will be provided the FDO-approved award fee
plan. 

                (c)     Modification of Award Fee Plan.  Unilateral changes may
be made to the award fee plan if the contractor is provided written
notification by the Contracting Officer (CO) before the start of the upcoming
evaluation period. Changes affecting the current evaluation period must be by
bilateral agreement.

                (d)     Self-Evaluation.  The contractor may submit to the
Contracting Officer (CO) within five (5) working days after the end of each
award fee evaluation period, a brief written self-evaluation of its performance
for that period. This self-evaluation shall not exceed ten (10) pages. This
self-evaluation will be used in the AFRB's evaluation of the contractor's
performance during this period.

                (e)     Disputes.  All FDO decisions regarding the award fee,
including but not limited to, the amount of the award fee, if any; the
methodology used to calculate the award fee, the calculation of the award fee,
the contractor's entitlement to the award fee, and the nature and success of
the contractor's performance, shall not be subject to the "Disputes" clause nor
reviewed by any Board of Contract Appeal (BCA), court, or other judicial entity.

                (f)     Award Fee Payment.

                        (1)     Award fee is not subject to the allowable cost,
and payment or termination clauses of this contract.

                        (2)     The contractor may bill for the award fee
immediately upon receipt of the contract modification authorizing its payment.

                                      -13-

<PAGE>   14
5352.235-9001   APPLICATION FOR FREQUENCY AUTHORIZATION (JUL 1992)

        The Contractor must ensure that radio frequencies are available to
support electromagnetic radiating devices in their intended environment and
that adequate protection from interference can be provided to receiving
devices. Accordingly, the Contractor shall submit DD Form 1494, "Application
for Frequency Allocation" in triplicate to the buyer at the issuing office
indicated on the cover of this document within 45 days after contract award.
Instructions for preparing the form are contained in AFR 700-14, and on the
form itself. The DD Form 1494 will be routed through the Administrative
Activity Quality Control Office indicated on the cover of this document in
accordance with paragraph 5.2c of AFR 700-14. Upon verification of frequency
requirements, the Contractor shall submit, if required, information to prepare
a "Standard Frequency Action Format (SFAF) Request" to the person and address
specified above. Instructions for preparing an SFAF are contained in AFR
700-14. Attention is directed to the contract clause entitled "Frequency
Authorization" contained in Section I.

C.      ESC FAR Sup Clauses in Full Text

5352.215-9530   FOREIGN NATIONALS (DEC 1984)

        (a)     The parties acknowledge that technical data generated under
this contract may be subject to export control, including disclosure to foreign
nationals/representatives, defined in subparagraph (b) whether such data is
provided orally or in written form. The Contractor agrees to obtain written
approval from the Contracting Officer before assigning any foreign
national/representative to perform work under the contract or before granting
foreign nationals or their representatives access to data related to the
following items/subject matter, whether such data is provided by the Government
or generated under this contract:

               Any and/or all generated data under this contract

        (b)     For purposes of this clause, foreign nationals are all persons
not citizens of, not nationals of, nor immigrant aliens to, the United States.
A foreign representative is anyone (regardless of nationality) acting as an
agent, representative, official or employee of a foreign government, a
foreign-owned or -influenced firm or corporation or person. Nothing in this
clause is intended to waive any requirement imposed by any other US Government
agency with respect to employment of foreign nationals or export control.

5352.227-9507   MODIFICATION OF DATA REQUIREMENTS (DEC 1984)

        (a)     From time to time during the performance of this contract, the
Contracting Officer unilaterally may change the place of delivery and the
technical office for any data item of the Contract Data Requirements List
(CDRL) hereto, at no change in contract estimated cost, fixed fee or price,
notwithstanding the provisions of the clause hereof, entitled "Changes."

        (b)     From time to time during the performance of this contract, the
Contracting Officer, unilaterally may increase or decrease the number of
addressees and/or increase or decrease the number of copies (regular or
reproducible) specified for any addressee of any data item of any CDRL hereto,
at no change in contract estimated cost, fixed fee or price, provided, that,
the increase in the total number of copies (regular and reproducible) for an

                                      -14-

<PAGE>   15
individual data item shall not be greater than fifty percent (50%) of the total
number of copies (regular and reproducible) initially specified nor shall the
decrease in the total number of copies (regular and reproducible) for an
individual data item be greater than fifty percent (50%) of the total number of
copies (regular and reproducible) initially specified. In the event of an
increase greater than such 50% or of a decrease greater than such 50%, the
parties will negotiate any equitable adjustments in accordance with the
procedures of the "Changes" clause.

    (c)  Unilateral action pursuant to (a) and (b) above shall be by the
issuance of a modification to this contract which will reference this clause as
its authority and include the revised CDRL pages. Any action directed by this
requirement shall be effected by the Contractor beginning with the first
submission of the particular data item or items after receipt by the Contractor
of the modification directing such action.

5352.232-9502              LIMITATION OF FUNDS (DEC 1984)

    The sum allotted to this contract and available for payment of costs under
CLINs 0001, 0002 and 0004 through 96JUL31 in accordance with the clause in
Section I entitled "Limitation of Funds" is $3,547,796.00.

5352.232-9504                SEGREGATION OF COSTS (DEC 1984)

    (a)  The Contractor shall segregate all costs associated with CLINs 0005,
0006 and 0007 of this contract from the costs associated with the other CLINs
of this contract in such a manner that at any time the costs incurred under
either portion shall be readily ascertainable.

    (b)  Costs properly allocable to CLINs 0001, 0002 and 0004 shall be
allowable and subject to reimbursement in accordance with the Limitation of
Funds clause only within the separate sum allotted set forth in the contract
schedule for such CLINs.

5352.243-9502.1            NOT-TO-EXCEED COST AGREEMENT (CPAF) (DEC 1984)
                           (Applicable to CLINs 0001, 0002 and 0004)

    Prior to the issuance of a change order under this contract, the
Contracting Officer may solicit from the Contractor written agreement as to the
maximum (in the case of an increase) adjustments* to be made in the estimated
cost and/or in the delivery schedule (or time of performance), by reason of the
change. The Contracting Officer may also solicit such agreement on limitations
on the adjustments, to any other provisions of the contract which may be
subject to equitable adjustments by reason of the change. Any such written
agreement shall then be cited in the change order, and upon its issuance shall
be a binding part of the contract. In no event shall the definitive equitable
adjustment exceed the delivery schedule (or time of performance) adjustments so
established, nor otherwise be inconsistent with other adjustment limitations
so established. Except with respect thereto, nothing contained herein shall
affect the rights of the parties to an equitable adjustment by reason of the
change, pursuant to said "Changes" clause.

* Or in the case of a reduction, a Not-Less-Than amount for the estimated cost.

                                      -15-

<PAGE>   16
5352.245-9501           GOVERNMENT-FURNISHED PROPERTY (DEC 1984)

    The following Government property will be furnished to the Contractor for
use under this contract subject to the provisions of the clauses hereof
entitled "Government Property (Cost-Reimbursement, Time-and-Material, or
Labor-Hour Contracts) and "Government Property Furnished "As Is.""

                       (See Section J, Attachment No. 6)

D.  Other Special Contract Requirements
    -----------------------------------

1.  TASK REQUIREMENT NOTICES (TRNS) (APR 1995) (ESC/H-245.1)
    --------------------------------------------------------
    (Applicable to SubCLINs 0005, 0006 and 0007)

    (a)  Task requirements will be defined by issuance of a Task Requirement
Notice (TRN) on a labor-hour basis with cost-reimbursement for other direct
costs (ODCs) (Travel and Material). The PCO is authorized to issued all TRNS.

    (b)  The Contractor shall furnish all the necessary qualified personnel,
materials, facilities, and management resources to furnish the services set
forth in the Statement of Work within the terms specified and at the price(s)
stated in the Contract Schedule. The quantities of services specified in the
Schedule are purchased by award of this contract, but shall be expended on
activities as defined in TRNs.

    (c)  It is understood and agreed that the Contractor shall use in the
performance of the contract, the labor categories and hours specified in each
TRN and shall be paid at the labor rates for each specified labor category set
forth in the Contract Schedule.

    (d)  the labor categories and hours specified in each TRN represent the
best estimate of the level of effort and labor category mix necessary to perform
the effort described in each TRN. To enhance flexibility during performance and
allow the Contractor to determine the optimum labor mix for the TRN, the
Contractor may, without notice to the Government, increase or decrease the
number of hours for each category specified in the TRN by no more than 15%.
These adjustments are allowable, however, only to the extent that the
not-to-exceed value of the TRN and the total number of hours of each labor
category specified in the Contract Schedule are not exceeded.

    (e)  Within fifteen (15) days after the completion of each TRN, an
authorized representative of the Contractor shall certify, in writing to the
PCO, the number of hours used in each labor category and all cost-reimbursement
expenditures incurred in the performance of the TRN. This certification will
also identify who performed the labor, i.e., the prime Contractor or a
specified subcontractor. In the event that the Contractor expends fewer hours
than set forth in any individual TRN, upon completion of the TRN effort, the
not-to-exceed value of that TRN shall be adjusted downward (closeout) to
reflect the actual number of hours expended.

                                      -16-

<PAGE>   17
        (f)  Notwithstanding any other provision, the Contractor shall maintain
sufficient accounting records for verification of the number of hours and
categories of labor actually expended in performing each TRN under this
contract. It is further understood and agreed that these accounting records
shall be available for Government review during the performance of the contract
and until three (3) years after final payment under the contract. In the event
that subcontract labor is included in the labor effort contained in
subparagraph (c) above, the records provisions of this subparagraph shall be
included in all applicable subcontracts.

        (g)  Payment under CLIN 0005 of this contract will be in accordance
with FAR 52.232-7 entitled "Payments under Time-and-Materials and Labor-hour
Contracts" (Alternate II) for labor hours actually expended in performance of
TRNs, up to the not-to-exceed value of each TRN issued. Payments under CLIN
(ODC CLIN) 0006 will be in accordance with FAR 52.216-7, entitled "Allowable
Cost and Payment," not to exceed the estimated cost for CLIN 0006 as specified
in each TRN. Vouchers may be submitted on a monthly basis. Payment for the
actual performance in each individual TRN will be at the rates established in
the Contract Schedule. Withholding of amounts otherwise due and payable as
contemplated by the "Payments Under Time-and-Materials and Labor-hour
Contracts" (Alternate II) clause will apply to the total contract labor-hour
CLIN and not to the individual TRNs. Withholding will not exceed ten percent
(10%) for the entire CLIN 0005, regardless of the number of TRNs issued against
the contract, and will apply to the first orders and continue until the maximum
withholding amount is reached. To facilitate closeout of early TRNs, the amount
withheld may be transferred to any subsequent active TRN. "Ceiling price," as
used in the clause, applies to both the not-to-exceed value of each TRN and the
ceiling price set forth in the Contract Schedule for CLINS/SubCLINs in the
aggregate.


                                      -17-


<PAGE>   18
SECTION I - CONTRACT CLAUSES

        Contract clauses in this section from the FAR, Defense FAR Sup, Air
Force FAR Sup, Air Force Material Command FAR Sup, and Electronic Systems
Center FAR Sup are current through the following updates:

FAR: 1990 Edition through FAC 90-25 and 90-27 through 90-30; Defense FAR Sup:
1991 Edition through DAC 91-8; AF FAR Sup: 1992 Edition through AFAC 92-48;
AFMC Far Sup: 1992 Edition through AFMCAC 95-2; ESC FAR Sup: 1992 Edition
through Rev 17

A.      52.252-2  CLAUSES INCORPORATED BY REFERENCE (JUN 1988)

        This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available.

I.      FEDERAL ACQUISITION REGULATION CLAUSES


<TABLE>
<S>             <C>
52.202-1        DEFINITIONS (SEP 1991)
52.203-3        GRATUITIES (APR 1984)
52.203-5        COVENANT AGAINST CONTINGENT FEES (APR 1984)
52.203-6        RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT
                (JUL 1995)
52.203-7        ANTI-KICKBACK PROCEDURES (JUL 1995)
52.203-10       PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY
                (SEP 1990)
52.203-12       LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
                TRANSACTIONS (JAN 1990)
52.204-2        SECURITY REQUIREMENTS (APR 1984) (DEVIATION AFAC 92-48:
                In para (b) substitute "National Industrial Security Program
                Operating Manual" for "Department of Defense Industrial
                Security Manual for Safeguarding Classified Information")
52.204-4        PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER (MAY 1995)
52.208-1        REQUIRED SOURCES FOR JEWEL BEARINGS AND RELATED ITEMS (APR 1984)
52.209-6        PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH
                CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT
                (AUG 1995)
52.210-5        NEW MATERIAL (MAY 1995)
52.210-7        OTHER THAN NEW MATERIAL, RESIDUAL INVENTORY, AND FORMER
                GOVERNMENT SURPLUS PROPERTY (MAY 1995)
52.212-8        DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (SEP 1990)
52.215-1        EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (JUL 1995)
52.215-2        AUDIT - NEGOTIATION (JUL 1995)
52.215-22       PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (JAN 1991)
52.215-24       SUBCONTRACTOR COST OR PRICING DATA (DEC 1994)
52.215-27       TERMINATION OF DEFINED BENEFIT PENSION PLANS (SEP 1989)
52.215-33       ORDER OF PRECEDENCE (JAN 1986)
52.215-39       REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS
                OTHER THAN PENSIONS (PRB) (FEB 1995)
52.215-40       NOTIFICATION OF OWNERSHIP CHANGES (FEB 1995)
52.216-7        ALLOWABLE COST AND PAYMENT (JUL 1991)
52.219-8        UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED
                BUSINESS CONCERNS (FEB 1990)
52.219-13       UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (AUG 1986)
52.220-3        UTILIZATION OF LABOR SURPLUS AREA CONCERNS (JUL 1995)
52.220-4        LABOR SURPLUS AREA SUBCONTRACTING PROGRAM (APR 1984)
</TABLE>



                                      -18-


<PAGE>   19
52.222-1        NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984)
52.222-2      * PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)
                (Insert "zero" in para (a))
52.222-20       WALSH-HEALEY PUBLIC CONTRACTS ACT (APR 1984)
52.222-26       EQUAL OPPORTUNITY (APR 1984)
52.222-28       EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS (APR 1984)
52.222-29       NOTIFICATION OF VISA DENIAL (APR 1984)
52.222-35       AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA
                VETERANS (APR 1984)
52.222-36       AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)
52.222-37       EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF
                THE VIETNAM ERA (JAN 1988)
52.223-2        CLEAN AIR AND WATER (APR 1984)
52.223-6        DRUG-FREE WORKPLACE (JUL 1990)
52.225-10       DUTY-FREE ENTRY (APR 1984)
52.225-11       RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992)
52.227-1        AUTHORIZATION AND CONSENT (JUL 1995)
                ALTERNATE I (APR 1984)
52.227-2        NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
                INFRINGEMENT (APR 1984)
52.227-11       PATENT RIGHTS--RETENTION BY THE CONTRACTOR (SHORT FORM) 
                (JUN 1989) 
52.228-7        INSURANCE - LIABILITY TO THIRD PERSONS (APR 1984)
                (See ESC FAR Sup 5352.228-9500 for implementation)
52.229-4     ** FEDERAL, STATE, AND LOCAL TAXES (NONCOMPETITIVE CONTRACT)
                (JAN 1991)
52.229-5     ** TAXES - CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO RICO
                (APR 1984)
52.232-7     ** PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS
                (APR 1984)
                ALTERNATE II (JAN 1986)
52.232-8        DISCOUNTS FOR PROMPT PAYMENT (APR 1989)
52.232-9        LIMITATIONS ON WITHHOLDING OF PAYMENTS (APR 1984)
52.232-17       INTEREST (JAN 1991)
52.232-22     * LIMITATION OF FUNDS (APR 1984)
52.232-23       ASSIGNMENT OF CLAIMS (JAN 1986)
52.232-25       PROMPT PAYMENT (MAR 1994)
                (Insert "14th day" in para (b)(2) for CLINs 0001, 0002 & 0004;
                and "30th day" for CLINs 0005, 0006 & 0007)
52.232-28       ELECTRONIC FUNDS TRANSFER PAYMENT METHODS (APR 1989)
52.233-1        DISPUTES (MAR 1994)
52.233-3        PROTEST AFTER AWARD (AUG 1989)
              * ALTERNATE I (JUN 1985)
52.242-1      * NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)
52.242-13       BANKRUPTCY (JUL 1995)
52.243-2      * CHANGES - COST REIMBURSEMENT (AUG 1987)
                ALTERNATE V (APR 1984)
52.243-3     ** CHANGES - TIME-AND-MATERIALS OR LABOR-HOURS (AUG 1987)
52.243-6        CHANGE ORDER ACCOUNTING (APR 1984)
52.243-7        NOTIFICATION OF CHANGES (APR 1984)
                (Insert "30 days" in paras(b) and (d))
52.244-2      * SUBCONTRACTS (COST-REIMBURSEMENT AND LETTER CONTRACTS)
                (FEB 1995) (In para (e), insert "None")
                ALTERNATE I (APR 1985)
52.244-3     ** SUBCONTRACTS (TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS)
                (APR 1985)
52.244-5        COMPETITION IN SUBCONTRACTING (APR 1984) (N/A**)
52.245-5        GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL, OR
                LABOR-HOUR CONTRACTS) (JAN 1986)

                                      -19-

<PAGE>   20
52.245-19          GOVERNMENT PROPERTY FURNISHED "AS IS" (APR 1984)
52.246-23          LIMITATION OF LIABILITY (APR 1984)
52.247-1         * COMMERCIAL BILL OF LADING NOTATIONS (APR 1984)
52.247-63          PREFERENCE FOR U.S.-FLAG AIR CARRIERS (APR 1984)
52.248-1           VALUE ENGINEERING (MAR 1989)
                   ALTERNATE I (APR 1984)
52.249-6         * TERMINATION (COST-REIMBURSEMENT) (MAY 1986)
                ** ALTERNATE IV (APR 1984)
52.249-14          EXCUSABLE DELAYS (APR 1984)
52.253-1           COMPUTER GENERATED FORMS (JAN 1991)

 * Applicable only to CLINs 0001, 0002 and 0004)
** Applicable only to CLINs 0005, 0006 and 0007

II.  DEFENSE FAR SUPPLEMENT CLAUSES

252.201-7000       CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991)
252.203-7000       STATUTORY PROHIBITION ON COMPENSATION TO FORMER DEPARTMENT
                   OF DEFENSE EMPLOYEES (DEC 1991)
252.203-7001       SPECIAL PROHIBITION ON EMPLOYMENT (APR 1993)
252.203-7002       DISPLAY OF DOD HOTLINE POSTER (DEC 1991)
252.203-7003       PROHIBITION AGAINST RETALIATORY PERSONNEL ACTIONS
                   (APR 1992)
252.204-7000       DISCLOSURE OF INFORMATION (DEC 1991)
252.204-7002       PAYMENT FOR SUBLINE ITEMS NOT SEPARATELY PRICED (DEC 1991)
252.204-7003       CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992)
252.205-7000       PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS
                   (DEC 1991)
252.209-7000       ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE
                   INSPECTION UNDER THE INTERMEDIATE-RANGE NUCLEAR FORCES
                   (INF) TREATY (DEC 1991)
252.215-7000       PRICING ADJUSTMENTS (DEC 1991)
252.215-7002       COST ESTIMATING SYSTEM REQUIREMENTS (DEC 1991)
252.223-7004       DRUG-FREE WORK FORCE (SEP 1988)
252.225-7001       BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM
                   (JAN 1994)
252.225-7002       QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS (DEC 1991)
252.225-7005       IDENTIFICATION OF EXPENDITURES IN THE UNITED STATES
                   (DEC 1991)
252.225-7009       DUTY-FREE ENTRY -- QUALIFYING COUNTRY END PRODUCTS AND
                   SUPPLIES (DEC 1991)
                   (For the purpose of paragraphs (f) (2) (vii) and (k), the
                   address of the CAO is set forth in Block 7, page 1,
                   hereof. Pursuant to para (k), the CAO Activity Address
                   Number is DLA8DC VH.)
252.225-7010       DUTY-FREE ENTRY -- ADDITIONAL PROVISIONS (DEC 1991)
                   (For the purpose of paragraphs (e) (3) and (d), the address
                   of the CAO is set forth in Block 7, page 1, hereof.
                   Pursuant to para (d), the CAO Activity Address Number is
                   DLA8DC VH.)
252.225-7012       PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (MAY 1994)
252.225-7014       PREFERENCE FOR DOMESTIC SPECIALTY METALS (DEC 1991)
                   ALTERNATE I (DEC 1991)
252.225-7025       FOREIGN SOURCE RESTRICTIONS (APR 1993)
252.225-7026       REPORTING OF CONTRACT PERFORMANCE OUTSIDE THE UNITED
                   STATES (MAY 1995)
252.225-7031       SECONDARY ARAB BOYCOTT OF ISRAEL (JUN 1992)
252.225-7034       RESTRICTION ON ACQUISITION OF COAL AND PETROLEUM PITCH
                   CARBON FIBER (MAY 1994)

                                      -20-

<PAGE>   21
252.227-7016    RIGHTS IN BID OR PROPOSAL INFORMATION (JUN 1995)
252.227-7018    RIGHTS IN NONCOMMERCIAL TECHNICAL DATA AND COMPUTER
                SOFTWARE--SMALL BUSINESS INNOVATIVE RESEARCH (SBIR) PROGRAM 
                (JUN 1995)
252.227-7019    VALIDATION OF ASSERTED RESTRICTIONS--COMPUTER SOFTWARE 
                (JUN 1995) 
252.227-7027    DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE 
                (APR 1988) 
252.227-7030    TECHNICAL DATA--WITHHOLDING OF PAYMENT (OCT 1988)
252.227-7034    PATENTS--SUBCONTRACTS (APR 1984)
252.227-7036    CERTIFICATION OF TECHNICAL DATA CONFORMITY (MAY 1987)
252.227-7039    PATENTS--REPORTING OF SUBJECT INVENTIONS (APR 1990)
252.231-7000    SUPPLEMENTAL COST PRINCIPLES (DEC 1991)
252.231-7001 *  PENALTIES FOR UNALLOWABLE COSTS (MAY 1994)
252.232-7006    REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON FINDING OF
                FRAUD (AUG 1992)
252.233-7000    CERTIFICATION OF CLAIMS AND REQUESTS FOR ADJUSTMENT OR RELIEF
                (MAY 1994)
252.235-7003    FREQUENCY AUTHORIZATION (DEC 1991)
                ALTERNATE I (DEC 1991)
252.235-7010    ACKNOWLEDGEMENT OF SUPPORT AND DISCLAIMER (MAY 1995)
                (In paras (a) and (b) insert "Air Force Systems Command
                (Electronic Systems Center)"; in para (a) insert
                "F19628-92-C-0151 and F19628-95-C-0149")
252.235-7011    FINAL SCIENTIFIC OR TECHNICAL REPORT DISCLAIMER (MAY 1995)
252.239-7000    PROTECTION AGAINST COMPROMISING EMANATIONS (DEC 1991)
252.242-7000    POSTAWARD CONFERENCE (DEC 1991)
252.242-7004 *  MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM (DEC 1991)
252.245-7001    REPORTS OF GOVERNMENT PROPERTY (MAY 1994)
252.249-7001    NOTIFICATION OF SUBSTANTIAL IMPACT ON EMPLOYMENT (DEC 1991)
252.249-7002    NOTIFICATION OF PROPOSED PROGRAM TERMINATION OR REDUCTION
                (MAY 1995)

* Applicable only to CLINs 0001, 0002 and 0004

B.      FAR Clauses in Full Text
52.203-9        REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY --
                MODIFICATION (SEP 1995)

        (a) Definitions.        The definitions set forth in FAR 3.104-4 are
hereby incorporated in this clause.

        (b) The Contractor agrees that it will execute the certification set
forth in paragraph (c) of this clause when requested by the Contracting Officer
in connection with the execution of any modification or this contract.

        (c) Certification.      As required in paragraph (b) of this clause,
the officer or employee responsible for the modification proposal shall execute
the following certification:  .  The certification in paragraph (b)(2) of this
provision is not required for a procurement of commercial items.

        CERTIFICATE OF PROCUREMENT INTEGRITY - MODIFICATION (NOV 1990)

        (1) I,_______________________________, am the officer or employee
responsible for the preparation of this modification proposal and hereby
certify that, to the best of my knowledge and belief, with the exception of


                                      -21-

<PAGE>   22
any information described in this certification, I have no information
concerning a violation or possible violation of subsection 27(a), (b), (d), or
(f) of the Office of Federal Procurement Policy Act, as amended* (41 U.S.C.
423), (hereinafter referred to as "the Act"), as implemented in the FAR,
occurring during the conduct of this procurement ____________________,
[contract and modification number].

        (2) As required by subsection 27(e)(1)(B) of the Act, I further certify
that to the best of my knowledge and belief, each officer, employee, agent,
representative, and consultant of __________________________ [Name of Offeror]
who has participated personally and substantially in the preparation or
submission of this proposal has certified that he or she is familiar with, and
will comply with, the requirements of subsection 27(a) of the Act, as
implemented in the FAR, and will report immediately to me any information
concerning a violation or possible violation of subsections 27(a), (b), (d), or
(f) of the Act, as implemented in the FAR, pertaining to this procurement.

        (3) Violations or possible violations: (Continue on plain bond paper if
necessary and label Certificate of Procurement Integrity - Modification
(Continuation Sheet), ENTER NONE IF NONE EXIST) ______________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

_____________________________________
[Signature of the officer or employee responsible for the modification proposal
and date]

_____________________________________
[Typed name of the officer or employee responsible for the modification
proposal] 

*Subsections 27(a), (b), and (d) are effective on December 1, 1990.

Subsection 27(f) is effective on June 1, 1991.

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF
THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT
CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18,
UNITED STATES CODE, SECTION 1001.

                             (End of Certification)

        (d) In making the certification in paragraph (2) of the certificate,
the officer or employee of the competing Contractor responsible for the offer
or bid, may rely upon a one-time certification from each individual required to
submit a certification to the competing Contractor, supplemented by periodic
training. These certifications shall be obtained at the earliest possible date
after an individual required to certify begins employment or association with
the contractor. If a contractor decides to rely on a certification executed
prior to the suspension of section 27 (i.e. prior to December 1, 1989), the
Contractor shall ensure that an individual who has so certified is notified
that section 27 has been reinstated. These certifications shall be maintained
by the Contractor for a period of 6 years from the date a certifying employee's
employment with the company ends or, for an agency, representative, or
consultant, 6 years from the date such individual ceases to act on behalf of
the contractor.

                                      -22-


<PAGE>   23
        (e) The certification required by paragraph (c) of this clause is a
material representation of fact upon which reliance will be placed in executing
this modification.

52.252-6        AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

        (a) The use in this solicitation or contract of any Federal Acquisition
Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated
by the addition of "(DEVIATION)" after the date of the clause.

        (b) The use in this solicitation or contract of any Department of
Defense FAR Supplement (48 CFR Chapter 2) clause with an authorized deviation
is indicated by the addition of "(DEVIATION)" after the name of the regulation.

C.      Defense FAR Sup Clauses in Full Text

252.255-7008    SUPPLIES TO BE ACCORDED DUTY-FREE ENTRY (DEC 1991)

In accordance with paragraph (a) of the Duty-Free Entry clause and/or paragraph
(b) of the Duty-Free Entry - Qualifying Country End Products and Supplies
clause of this contract, the following supplies are accorded duty-free entry:

                --------------------------------------------

                --------------------------------------------

                --------------------------------------------

252.232-7007    LIMITATION OF GOVERNMENT'S OBLIGATION (AUG 1993)

        (a) Contract line items 0005, 0006 and 0007 are incrementally funded.
For these item(s), the sum of $115,000.00 of the total price is presently
available for payment and allotted to this contract. An allotment schedule is
set forth in paragraph (i) of this clause.

        (b) For item(s) identified in paragraph (a) of this clause, the
Contractor agrees to perform up to the point at which the total amount payable
by the Government, including reimbursement in the event of termination of those
item(s) for the Government's convenience, approximates the total amount
currently allotted to the contract. The Contractor will not be obligated to
continue work on those item(s) beyond that point. The Government will not be
obligated in any event to reimburse the Contractor in excess of the amount
allotted to the contract for those item(s) regardless of anything to the
contrary in the clause entitled "Termination for Convenience of the
Government." As used in this clause, the total amount payable by the Government
in the event of termination of applicable contract line item(s) for convenience
includes costs, profit, and estimated termination settlement costs for those
item(s). 

        (c) Notwithstanding the dates specified in the allotment schedule in
paragraph (i) of this clause, the Contractor will notify the Contracting
Officer in writing at least ninety days prior to the date when, in the
Contractor's best judgment, the work will reach the point at which the total
amount payable by the Government, including any cost for termination for
convenience, will approximate 85 percent of the total amount then allotted to
the contract for performance of the applicable item(s). The notification will
state (1) the estimated date when that point will be reached and (2) an

                                      -23-


<PAGE>   24
estimate of additional funding, if any, needed to continue performance of
applicable line items up to the next scheduled date for allotment of funds
identified in paragraph (i) of this clause, or to a mutually agreed upon
substitute date. The notification will also advise the Contracting Officer of
the estimated amount of additional funds that will be required for the timely
performance of the item(s) funded pursuant to this clause, for a subsequent
period as may be specified in the allotment schedule in paragraph (i) of this
clause or otherwise agreed to be the parties. If after such notification
additional funds are not allotted by the date identified in the Contractor's
notification or by an agreed substitute date, the Contracting Officer will
terminate any item(s) for which additional funds have not been allotted,
pursuant to the clause entitled "Termination for Convenience of the Government."

        (d)     When additional funds are allotted for continued performance of
the contract line item(s) identified in paragraph (a) of this clause, the
parties will agree as to the period of contract performance which will be
covered by the funds. The provisions of paragraphs (b) through (d) of this
clause will apply in like manner to the additional allotted funds and agreed
substitute date, and the contract will be modified accordingly.

        (e)     If, solely by reason of failure of the Government to allot
additional funds, by the dates indicated below, in amounts sufficient for
timely performance of the contract line item(s) identified in paragraph (a) of
this clause, the Contractor incurs additional costs or is delayed in the
performance of the work under this contract and if additional funds are
allotted, an equitable adjustment will be made in the prices (Including
appropriate target, billing, and ceiling prices where applicable) of the
item(s), or in the time of delivery, or both. Failure to agree to any such
equitable adjustment hereunder will be a dispute concerning a question of fact
within the meaning of the clause entitled "Disputes."

        (f)     The Government may at any time prior to termination allot
additional funds for the performance of the contract line item(s) identified in
paragraph (a) of this clause.

        (g)     The termination provisions of this clause do not limit the
rights of the Government under the clause entitled "Default." The provisions
of this clause are limited to the work and allotment of funds for the contract
line item(s) set forth in paragraph (a) of this clause. This clause no longer
applies once the contract is fully funded except with regard to the rights or
obligations of the parties concerning equitable adjustments negotiated under
paragraphs (d) or (e) of this clause.

        (h)     Nothing in this clause affects the right of the Government to
terminate this contract pursuant to the clause of this contract entitled
"Termination for Convenience of the Government."

        (i)     The parties contemplate that the Government will allot funds to
this contract in accordance with the following schedule:


<TABLE>

                        <S>                         <C>
                        On execution of contract    $115,000,000

                        (month) (day), 199x         $    TBD
                                                     -----------
                        (month) (day), 199y         $    TBD
                                                     -----------
                        (month) (day), 199z         $    TBD
                                                     -----------
</TABLE>



                                      -24-

<PAGE>   25
252.242-7001       CERTIFICATION OF INDIRECT COSTS (DEC 1991)

        (a)  The Contractor shall --

                (1)  Certify any proposal to establish or modify billing rates
or to establish final indirect cost rates;

                (2)  Use the format in paragraph (c) of this clause to
certify; and

                (3)  Have the certificate signed by an individual of the
Contractor's organization at a level no lower than a vice president or chief
financial officer of the business segment of the Contractor that submits the
proposal. 

        (b)  Failure by the Contractor to submit a signed certificate, as
described in this clause, shall result in payment of indirect costs at rates
unilaterally established by the Government.

        (c)  The certificate of indirect costs shall read as follows:

                         CERTIFICATE OF INDIRECT COSTS

This is to certify that to the best of my knowledge and belief:

        1.  I have reviewed this indirect cost proposal;

        2.  All costs included in this proposal ______________________________
_______________________ (identify proposal and date) to establish billing or
final indirect cost rates for ________________________________________________
(identify period covered by rate) are allowable in accordance with the
requirements of contracts to which they apply and with the cost principles of
the Department of Defense applicable to those contracts;

        3.  This proposal does not include any costs which are unallowable under
applicable cost principles of the Department of Defense, such as (without
limitation): advertising and public relations costs, contributions and
donations, entertainment costs, fines and penalties, lobbying costs, defense of
fraud proceedings, and goodwill; and

        4.  All costs included in this proposal are properly allocable to
Defense contracts on the basis of a beneficial or causal relationship between
the expenses incurred and the contracts to which they are allocated in
accordance with applicable acquisition regulations.

I declare under penalty of perjury that the foregoing is true and correct.

        Firm: _______________________________________________________

        Signature: __________________________________________________

        Name of Corporation Official: _______________________________

        Title: ______________________________________________________

        Date of Execution: __________________________________________


                                      -25-

<PAGE>   26
252.243-7000    ENGINEERING CHANGE PROPOSALS (MAY 1994)

        (a)     The Contracting Officer may ask the Contractor to prepare
engineering change proposals for engineering changes within the scope of this
contract. Upon receipt of a written request from the Contracting Officer, the
Contractor shall prepare and submit an engineering change proposal in
accordance with the instructions of MIL-STD-973, in effect on the date of
contract award.

        (b)     The Contractor may initiate engineering change proposals.
Contractor initiated engineering change proposals shall include a "not to
exceed" estimated cost or a "not less than" estimated cost and delivery
adjustment. Change orders issued under the Changes clause of this contract are
not an authorization to exceed the estimated cost in the schedule unless there
is a statement in the change order, or other contract modification, increasing
the estimated cost.

        (c)     When the estimated cost of the engineering change is $500,000
or more, the Contractor shall submit

                (1)     A completed SF 1411, Contract Pricing Proposal Cover
Sheet, and

                (2)     At the time of agreement on estimated cost, a signed
Certificate of Current Cost or Pricing Data.


252.247-7023    TRANSPORTATION OF SUPPLIES BY SEA (DEC 1991)

        (a)     Definitions.
                As used in this clause --
                
                (1) "Components" means articles, materials, and supplies
incorporated directly into end products at any level of manufacture,
fabrication, or assembly by the Contractor or any subcontractor.

                (2) "Department of Defense" (DoD) means the Army, Navy, Air
Force, Marine Corps, and defense agencies.

                (3) "Foreign flag vessel" means any vessel that is not a 
U.S.-flag vessel.

                (4) "Ocean transportation" means any transportation aboard a
ship, vessel, boat, barge, or ferry through international waters.

                (5) "Subcontractor" means a supplier, materialman, distributor,
or vendor at any level below the prime contractor whose contractual obligation
to perform results from, or is conditioned upon, award of the prime contract
and who is performing any part of the work or other requirement of the prime 
contract.

                (6) "Supplies" means all property, except land and interests in
land, that is clearly identifiable for eventual use by or owned by the DoD at
the time of transportation by sea.


                                      -26-

<PAGE>   27
                        (i) An item is clearly identifiable for eventual use by
the DoD if, for example, the contract documentation contains a reference to a
DoD contract number or a military destination.

                        (ii) "Supplies" includes (but is not limited to) public
works; buildings and facilities; ships; floating equipment and vessels of every
character, type, and description, with parts, subassemblies, accessories, and
equipment; machine tools; material; equipment; stores of all kinds; end items;
construction materials; and components of the foregoing.

                (7) "U.S.-flag vessel" means a vessel of the United States or
belonging to the United States, including any vessel registered or having
national status under the laws of the United States.

        (b) The Contractor shall employ U.S.-flag vessels in the transportation
by sea of any supplies to be furnished in the performance of this contract. The
Contractor and its subcontractors may request that the Contracting Officer
authorize shipment in foreign-flag vessels, or designated available U.S.-flag
vessels, if the Contractor or a subcontractor believes that--

                (1) U.S.-flag vessels are not available for timely shipment;

                (2) The freight charges are inordinately excessive or
unreasonable; or

                (3) Freight charges are higher than charges to private persons
for transportation of like goods.

        (c) The Contractor must submit any request for use of other than
U.S.-flag vessels in writing to the Contracting Officer at least 45 days prior
to the sailing date necessary to meet its delivery schedules. The Contracting
Officer will process requests submitted after such date(s) as expeditiously as
possible, but the Contracting Officer's failure to grant approvals to meet the
shipper's sailing date will not of itself constitute a compensable delay under
this or any other clause of this contract. Requests shall contain at a 
minimum-- 

                (1) Type, weight, and cube of cargo;

                (2) Required shipping date;

                (3) Special handling and discharge requirements;

                (4) Loading and discharge points;

                (5) Name of shipper and consignee;

                (6) Prime contract number; and

                (7) A documented description of efforts made to secure
U.S.-flag vessels, including points of contact (with names and telephone
numbers) with at least two U.S.-flag carriers contacted. Copies of telephone
notes, telegraphic and facsimile message or letters will be sufficient for this
purpose. 

        (d) The Contractor shall, within 30 days after each shipment covered by
this clause, provide the Contracting Officer and the Division of National
Cargo, Office of Market Development, Maritime Administration, U.S. Department

                                      -27-

<PAGE>   28
of Transportation, Washington, DC 20590, one copy of the rated on board vessel
operating carrier's ocean bill of lading, which shall contain the following
information --

                (1) Prime contract number;

                (2) Name of vessel;

                (3) Vessel flag of registry;

                (4) Date of loading;

                (5) Port of loading;

                (6) Port of final discharge;

                (7) Description of commodity;

                (8) Gross weight in pounds and cubic feet if available;

                (9) Total ocean freight in U.S. dollars; and

                (10) Name of the steamship company.

        (e)  The Contractor agrees to provide with its final invoice under this
contract a representation that to the best of its knowledge and belief --

                (1)  No ocean transportation was used in the performance of
this contract;

                (2)  Ocean transportation was used and only U.S.-flag vessels
were used for all ocean shipments under the contract;

                (3)  Ocean transportation was used, and the Contractor had the
written consent of the Contracting Officer for all non-U.S.-flag ocean
transportation; or

                (4)  Ocean transportation was used and some or all of the
shipments were made on non-U.S.-flag vessels without the written consent of
the Contracting Officer. The Contractor shall describe these shipments in the
following format:

                ITEM                    CONTRACT
              DESCRIPTION              LINE ITEMS       QUANTITY

TOTAL

        (f)  If the final invoice does not include the required representation,
the Government will reject and return it to the Contractor as an improper
invoice for the purposes of the Prompt Payment clause of this contract. In the
event there has been unauthorized use of non-U.S. - flag vessels in the
performance of this contract, the Contracting Officer is entitled to equitably
adjust the contract, based on the unauthorized use.

        (g)  The Contractor shall include this clause, including this paragraph
(g) in all subcontracts under this contract, which exceed the small purchase
limitation of section 13.000 of the Federal Acquisition Regulation.


                                      -28-



<PAGE>   29
252.247-7024       NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA
                   (DEC 1991)

        (a)  The Contractor has indicated by the response to the solicitation
provision, Representation of Extent of Transportation by Sea, that it did not
anticipate transporting by sea any supplies. If, however, after the award of
this contract, the Contractor learns that supplies, as defined in the
Transportation of Supplies by Sea clause of this contract, will be transported
by sea, the Contractor--

                (1)  Shall notify the Contracting Officer of that fact; and

                (2)  Hereby agrees to comply with all the terms and conditions
of the Transportation of Supplies by Sea clause of this contract.

        (b)  The Contractor shall include this clause, including this paragraph
(b), revised as necessary to reflect the relationship of the contracting
parties, in all subcontracts hereunder.


D.  AF FAR Sup Clauses in Full Text

5352.235-9000      SCIENTIFIC/TECHNICAL INFORMATION (STINFO) (JAN 1992)

If not already registered, the Contractor shall register for Defense Technical
Information Center (DTIC) service by contacting the following:

                        Defense Technical Information Center
                        ATTN: Registration Section (DTIC-BCS) Bldg 5
                        Cameron Station, Alexandria, Virginia 22304-6145
                        (703)274-6871

To avoid duplication of effort and conserve scientific and technical resources,
the Contractor shall search existing sources in DTIC to determine the current
state-of-the-art concepts, studies, etc.


E.  AFMC FAR Sup Clauses in Full Text

        5352.212-9000      CONTRACTOR REPORTING REQUIREMENTS (JUL 1992)

        Any report required by 15 CFR 700, Subpart D, Section 700.13(d) of the
Defense Priorities and Allocation System regulation relating to an actual or
anticipated delayed shipment, reason for delay, and/or new projected shipment
date is to be sent concurrently by the Contractor to both the Procuring
Contracting Officer (PCO) and the Administrative Contracting Officer (ACO)
within the specified ten (10) calendar days.


                                      -29-

<PAGE>   30
F. ESC FAR Sup Clauses in Full Test

5352.205-9500           RELEASE OF INFORMATION (MAY 1993)

        (a) It is Air Force policy to encourage publication of scientific and
technological advances and information developed under its contracts. One copy
of each paper planned for publication will be submitted for review and comment
to the Public Affairs Office, HQ ESC/PAM, 9 Eglin Street, Hanscom AFB, MA
01731-2118 at least 30 days prior to submission for publication.

        (b) News releases and media contacts, including photographs and films,
public announcements, or other forms of publicity concerning the technical
content of this contract, will not be made without prior clearance from the Air
Force. Requests for publicity approval should be addressed to HQ ESC/PAM, 9
Eglin Street, Hanscom AFB, MA 01731-2118 for approval.

5352.228-9500           INSURANCE CLAUSE IMPLEMENTATION (JUL 1993)

        The following minimum kinds and amounts of insurance are applicable in
the performance of the work under this contract, as contemplated by the clause
in Section I, FAR 52.228-7, "Insurance - Liability to Third Persons."

        (a) Workmen's Compensation and Employers' Liability Insurance.
Compliance with applicable workmen's compensation and occupational disease
statutes is required. In jurisdictions where all occupational diseases are
not compensable under applicable law, insurance for occupational disease shall
be required under the employers' liability section of the insurance policy;
however, such additional insurance shall not be required where contract
operations are commingled with the Contractor's commercial operations so that
it would be impracticable to require such coverage. Employer's liability
coverage in the minimum amount of $100,000 is required except in states with
exclusive or monopolistic funds which do not permit the writing of workers'
compensation by private carriers (Nevada, North Dakota, Ohio, Washington, West
Virginia and Wyoming).

        (b) General Liability Insurance. Bodily injury liability insurance in
the minimum limits of $500,000 per occurrence, is required on the comprehensive
form of policy; however, property damage liability shall not be required.

        (c) Automobile Liability Insurance. This insurance shall be required on
the comprehensive form of policy and shall provide bodily injury liability and
property damage liability covering the operation of all automobiles used in
connection with the performance of the contract. At least the minimum limits of
$200,000 per person and $500,000 per occurrence for bodily injury and $20,000
per occurrence for property damage shall be required.

        (d) Aircraft Public and Passenger Liability Insurance. When aircraft
are used in connection with the performance of the contract, such insurance is
required coverage. The minimum limits of $200,000 per person and $500,000 per
occurrence for bodily injury, other than passenger liability, and a limit of
$200,000 per occurrence for property damage shall be required. Passenger
liability bodily injury limits of $200,000 per passenger with an aggregate
equal to total number of seats or number of passengers, whichever is greater,
shall also be required.

                                      -30-

<PAGE>   31
5352.295-9501         TECHNICAL REVIEW (MITRE) (DEC 1984)

        (a)     The Government has contracted with the MITRE Corporation for
the services of a technical group which, under the program management of the
Electronic Systems Center, is responsible to the Government for overall
technical review of certain Government programs, including the efforts under
this contract.

        (b)     Explanation of MITRE Role.

                1.      Technical Review is defined as the process of
continually reviewing the technical efforts of Contractors. It does not include
any modification, realignment, or redirection of Contractor efforts under this
contract; such action may be effected only by the prior written direction of
the Contracting Officer.

                2.      The purpose of the review is to:

                        a.      Evaluate from a technical standpoint whether
system concept and performance can be expected to be achieved on schedule and
within cost.

                        b.      Assure that the impact of new data, new
developments and modified requirements is properly assessed and exploited.

                        c.      Assure that The MITRE Corporation has available
data on the status and technology of Government programs and projects to enable
it to carry out its inter-system integration responsibilities to the Government.

                3.      The MITRE Corporation has agreed not to engage in the
manufacture or the production of hardware or software, to refrain from
disclosing proprietary information to unauthorized personnel, and not to
compete with any profit seeking concern.

        (c)     The Contractor agrees to cooperate with The MITRE Corporation
by engaging in technical discussions with MITRE personnel, and permitting MITRE
personnel access to information and data relating to technical matters
(including cost and schedule) concerning this contract to the same degree such
access is accorded Government project personnel.

        (d)     It is expressly understood that the operation of this clause
will not be the basis for an equitable adjustment. Modifications, realignment
or redirection of the Contractor's technical efforts and/or contract
requirements shall be effected only by the written direction of the Contracting
Officer. 


                                      -31-

<PAGE>   32
5352.295-9501.1        TECHNICAL REVIEW (ASEC) (DEC 1984)

        (a)     The Government has contracted with Analytical Systems
Engineering Corporation (ASEC) for the services of a technical group which,
under the program management of the Electronic Systems Center, is responsible
to the Government for technical review of certain Government programs,
including the efforts under this contract.

        (b)     Explanation of ASEC Role.

                1.      Technical Review is defined as the process of
continually reviewing the technical efforts of Contractors. It does not include
any modification, realignment, or redirection of Contractor efforts under this
contract; such action may be effected only by the prior written direction of
the Contracting Officer.

                2.      The purpose of the review is to:

                        a.      Evaluate from a technical standpoint whether
system concept and performance can be expected to be achieved on schedule and
within cost.

                        b.      Assure that the impact of new data, new
developments and modified requirements is properly assessed and exploited.

                        c.      Assure that ASEC has available data on the
status and technology of Government programs and projects to enable it to carry
out its inter-system integration responsibilities to the Government.

                3.      ASEC has agreed not to engage in the manufacture or
production of hardware or software which is related to the program/ system for
which this contract is issued, and to refrain from disclosing proprietary
information to unauthorized personnel or use of such information for
unauthorized purposes."

        (c)     The Contractor agrees to cooperate with ASEC by engaging in
technical discussions with ASEC personnel, and permitting ASEC personnel access
to information and data relating to technical matters (including cost and
schedule) concerning this contract to the same degree such access is accorded
Government project personnel.

        (d)     It is expressly understood that the operation of this clause
will not be the basis for an equitable adjustment. Modifications, realignment
or redirection of the Contractor's technical efforts and/or contract
requirements shall be effected only by the written direction of the Contracting
Officer. 

                                      -32-

<PAGE>   33
5352.295-9501.2      TECHNICAL REVIEW (Bernier) (DEC 1984)

        (a)     The Government has contracted with Bernier & Associates for the
services of a technical group which, under the program management of the
Electronic Systems Center, is responsible to the Government for technical
review of certain Government programs, including the efforts under this 
contract.

        (b)     Explanation of Bernier Role.

                1.      Technical Review is defined as the process of
continually reviewing the technical efforts of Contractors. It does not include
any modification, realignment, or redirection of Contractor efforts under this
contract; such action may be effected only by the prior written direction of
the Contracting Officer.

                2.      The purpose of the review is to:

                        a.      Evaluate from a technical standpoint whether
system concept and performance can be expected to be achieved on schedule and
within cost.

                        b.      Assure that the impact of new data, new
developments and modified requirements is properly assessed and exploited.

                        c.      Assure that Bernier has available data on the
status and technology of Government programs and projects to enable it to carry
out its inter-system integration responsibilities to the Government.

                3.      Bernier & Associates has agreed not to engage in the
manufacture or production of hardware or software which is related to the
program/ system for which this contract is issued, and to refrain from
disclosing proprietary information to unauthorized personnel or use of such
information for unauthorized purposes."

        (c)     The Contractor agrees to cooperate with Bernier by engaging in
technical discussions with Bernier personnel, and permitting Bernier personnel
access to information and data relating to technical matters (including cost
and schedule) concerning this contract to the same degree such access is
accorded Government project personnel.

        (d)     It is expressly understood that the operation of this clause
will not be the basis for an equitable adjustment. Modifications, realignment
or redirection of the Contractor's technical efforts and/or contract
requirements shall be effected only by the written direction of the Contracting
Officer. 
     

                                      -33-

<PAGE>   34
5352.295-9501.3        TECHNICAL REVIEW (Tecolote) (DEC 1984)

        (a)     The Government has contracted with Tecolote for the services of
a technical group which, under the program management of the Electronic Systems
Center, is responsible to the Government for technical review of certain
Government programs, including the efforts under this contract.

        (b)      Explanation of Tecolote Role.

                1.      Technical Review is defined as the process of
continually reviewing the technical efforts of Contractors. It does not include
any modification, realignment, or redirection of Contractor efforts under this
contract; such action may be effected only by the prior written direction of
the Contracting Officer.

                2.      The purpose of the review is to:

                        a.      Evaluate from a technical standpoint whether
system concept and performance can be expected to be achieved on schedule and
within cost.

                        b.      Assure that the impact of new data, new
developments and modified requirements is properly assessed and exploited.

                        c.      Assure that Tecolote has available data on the
status and technology of Government programs and projects to enable it to carry
out its inter-system integration responsibilities to the Government.

                3.      Tecolote has agreed not to engage in the manufacture or
production of hardware or software which is related to the program/ system for
which this contract is issued, and to refrain from disclosing proprietary
information to unauthorized personnel or use of such information for
unauthorized purposes."

        (c)     The Contractor agrees to cooperate with Tecolote by engaging in
technical discussions with Tecolote personnel, and permitting Tecolote
personnel access to information and data relating to technical matters
(including cost and schedule) concerning this contract to the same degree such
access is accorded Government project personnel.

        (d)     It is expressly understood that the operation of this clause
will not be the basis for an equitable adjustment. Modifications, realignment
or redirection of the Contractor's technical efforts and/or contract
requirements shall be effected only by the written direction of the Contracting
Officer. 


                                      -34-

<PAGE>   35
5352.295-9501.4    TECHNICAL REVIEW (HTI) (DEC 1984)

        (a) The Government has contracted with Horizons Technology, Inc. (HTI),
for the services of a technical group which, under the program management of
the Electronic Systems Center, is responsible to the Government for technical
review of certain Government programs, including the efforts under this
contract.

        (b) Explanation of HTI Role.

                1. Technical Review is defined as the process of continually
        reviewing the technical efforts of Contractors. It does not include any
        modification, realignment, or redirection of Contractor efforts under
        this contract; such action may be effected only by the prior written
        direction of the Contracting Officer.


                2. The purpose of the review is to:

                        a. Evaluate from a technical standpoint whether system
                concept and performance can be expected to be achieved on
                schedule and within cost.


                        b. Assure that the impact of new data, new
                developments and modified requirements is properly assessed and
                exploited.


                        c. Assure that HTI has available data on the status and
                technology of Government programs and projects to enable it to
                carry out its inter-system integration responsibilities to the
                Government.

                3. HTI has agreed not to engage in the manufacture or production
        of hardware or software which is related to the program/system for which
        this contract is issued, and to refrain from disclosing proprietary
        information to unauthorized personnel or use of such information for
        unauthorized purposes."

        (c) The Contractor agrees to cooperate with HTI by engaging in
technical discussions with HTI personnel, and permitting HTI personnel access
to information and data relating to technical matters (including cost and
schedule) concerning this contract to the same degree such access is accorded
Government project personnel.

        (d) It is expressly understood that the operation of this clause will
not be the basis for an equitable adjustment. Modifications, realignment or
redirection of the Contractor's technical efforts and/or contract requirements
shall be effected only by the written direction of the Contracting Officer.

                                      -35-

<PAGE>   36
5352.295-9501.5         TECHNICAL REVIEW (DRC) (DEC 1984)

        (a)  The Government has contracted with Dynamics Research Corporation
(DRC), for the services of a technical group which, under the program
management of the Electronic Systems Center, is responsible to the Government
for technical review of certain Government programs, including the efforts
under this contract.

        (b)  Explanation of DRC Role.

                1.  Technical Review is defined as the process of continually
reviewing the technical efforts of Contractors. It does not include any
modification, realignment, or redirection of Contractor efforts under this
contract; such action may be effected only by the prior written direction of
the Contracting Officer.

                2.  The purpose of the review is to:

                        a.  Evaluate from a technical standpoint whether system
concept and performance can be expected to be achieved on schedule and within
cost. 

                        b.  Assure that the impact of new data, new
developments and modified requirements is properly assessed and exploited.

                        c.  Assure that DRC has available data on the status
and technology of Government programs and projects to enable it to carry out
its inter-system integration responsibilities to the Government.

                3.  DRC has agreed not to engage in the manufacture or
production of hardware or software which is related to the program/ system for
which this contract is issued, and to refrain from disclosing proprietary
information to unauthorized personnel or use of such information for
unauthorized purposes."

        (c)  The Contractor agrees to cooperate with DRC  by engaging in
technical discussions with DRC personnel, and permitting DRC personnel access
to information and data relating to technical matters (including cost and
schedule) concerning this contract to the same degree such access is accorded
Government project personnel.

        (d)  It is expressly understood that the operation of this clause will
not be the basis for an equitable adjustment. Modifications, realignment or
redirection of the Contractor's technical efforts and/or contract requirements
shall be effected only by the written direction of the Contraction Officer.



                                      -36-

<PAGE>   37
SECTION J - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

Attachments

1.  Statement of Work for the Ultra High Frequency Demand Assigned Multiple
Access (DAMA) 5-Khz Multi-Channel Initial Network Control Station (INCS), dated
95JUN15, 27 pages; (with Atch 1, 4 pages; Atch 2, 8 pages; Atch 3, 4 pages;
Atch 4, 7 pages; Atch 5, 7 pages; and Atch 6, 2 pages).

2.  System Specification for the Initial Network Control Station (INCS) of the
Ultra High Frequency Demand Assigned Multiple Access Satellite Communications
Systems, dated 95MAY19, 57 pages; with Appendix A, 59 pages; and Appendix B,
49 pages.

3.  Multi-Channel Initial Network Control Station (INCS) Award Fee Plan, dated
95SEP22, 15 pages.

4.  DOD Contract Security Classification Specification, DD Form 254, dated
95MAY19, 4 pages.

5.  Labor Category and Labor Rates Re: CLIN 0005AA, dated 95SEP29, 1 page.

6.  Government-Furnished Equipment List, dated 95SEP28, 1 page.

7.  Security Classification Guide for UHF Satellite Terminal System (USTS),
dated 1 May 86, 17 pages; and DRAFT NCS Security Classification Guide, 17 pages.


Exhibits

A. Contract Data Requirements List (CDRL), DD Form 1423, dated 95SEP27, 
44 pages.

B. RESERVED

C.  Contract Data Requirements List (CDRL), DD Form 1423, dated 95SEP27,
3 pages.


                                      -37-











<PAGE>   1
                                                                   EXHIBIT 10.28


<TABLE>
<S>                                                                                                             <C>
 _________________________________________________________________________________________________________________________________
|                                                                          | 1. CONTRACT ID CODE            |  PAGE   OF   PAGES  |
|                    AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT    |                                |     1    |    3     |
|__________________________________________________________________________|________________________________|__________|_________ |
|                                 |                    |                                            |                             |
| 2. AMENDMENT/MODIFICATION NO.   | 3. EFFECTIVE DATE  | 4. REQUISITION/PURCHASE REQ. NO.           | 5. PROJECT NO. IF APPLICABLE|
|                                 |                    |                                            |                             |
|      000012                     |     MAR 18 1996    |     N00039-94-MR-DA002.13/14               |                             |
|                                 |                    |                                            |                             |
|_________________________________|____________________|____________________________________________|_____________________________|
|                                                              |                                                                  |
| 6. ISSUED BY                       CODE    N00039            |  7. ADMINISTERED BY (If other than Item 6)      CODE   S05514A   |
|                                                              |                                                                  |
| Department of the Navy                                       |  DCMAO San Diego                                                 |
| ?? and Naval Warfare Systems Command                         |  7675 Dagget St., Suite 200                                      |
| Arlington, VA 22245-5200                                     |  San Diego, CA 92111-2241                       E.I.P.           |
|______________________________________________________________|_________________________________________________________________ |
|                                                                               | (Y) | 9A. AMENDMENT OF SOLICITATION NO.         |
| 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)   |_____|                                           | 
|                                                                               |     |                                           | 
|                                                                               |     |                                           |
|    ViaSat Inc                                                                 |     |___________________________________________|
|    2290 Cosmos Court                                                          |     | 9B. DATED (SEE ITEM 11)                   |
|    Carlsbad, CA  92009-1585                                                   |     |                                           |
|                                                                               |_____|___________________________________________|
|                                                                               |     | 10A. MODIFICATION OF CONTRACT/ORDER NO.   |
|                                                                               |     |                                           | 
|                                                                               |     |        N00039-94-C-0092                   | 
|                                                                               |     |                                           |
|                                                                               |     |___________________________________________|
|_______________________________________________________________________________|     | 10B. DATED (SEE ITEM 13)                  |
|CODE                                | FACILITY CODE                            |     |                                           |
|         47358                      |                                          |     |         29 Sep 93                         |
|____________________________________|__________________________________________|_____|___________________________________________|
|                                                                                                                                 |
|                                  11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS                                      |
|_________________________________________________________________________________________________________________________________|

        / / The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for
            receipt of Offers      /  / is extended,  /  / is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning ___________ copies of the amendment; (b) By acknowledging receipt
 of this amendment
on each copy of the offer submitted; (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
___________________________________________________________________________________________________________________________________
12. ACCOUNTING AND APPROPRIATION DATA (If required)

    See attached Financial Accounting Data Sheet
___________________________________________________________________________________________________________________________________

                        13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
                             IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
___________________________________________________________________________________________________________________________________
   (X)  |
________| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
        |    ORDER NO. IN ITEM 10A.
________|__________________________________________________________________________________________________________________________
        |
        | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office,
        |    appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
________|__________________________________________________________________________________________________________________________
        |
        | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
        |
________|__________________________________________________________________________________________________________________________
        |
        | D. OTHER (Specify type of modification and authority)
    X   |    MUTUAL AGREEMENT 
________|__________________________________________________________________________________________________________________________

E. IMPORTANT:  Contractor  / /  is not,   /X/  is required to sign this document and return   2   copies to the
   issuing office.                                                                          -----
___________________________________________________________________________________________________________________________________

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)



              See attached.



Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
___________________________________________________________________________________________________________________________________
15A. NAME AND TITLE OF SIGNER (Type or print)                          |16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
                                                                       |
     Nancy S. Linstead                                                 |     BERNARD E. FORD               
    Sr. Contracts Administrator                                        |     CONTRACTING OFFICER
                                                                       |     SPACE AND NAVAL WARFARE SYSTEMS COMMAND
_______________________________________________________________________|___________________________________________________________
15B. CONTRACTOR/OFFEROR                       | 15C. DATE SIGNED       |16B. UNITED STATES OF AMERICA            |16C. DATE SIGNED
                                              |                        |                                         |
/s/  Nancy S. Linstead                        |                        |   BY /s/ Bernard E. Ford                |
- -------------------------------------------   |      3/12/96           |     ---------------------------------   |     MAR 18 1996
 (Signature of person authorized to sign)     |                        |     (Signature of Contracting Officer)  |
______________________________________________|________________________|_________________________________________|_________________

NSN 7540-01-152-8070                                                                               STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                            30-105                                        Prescribed by GSA             
                                                                                                   FAR (48 CFR) 53.243



</TABLE>




<PAGE>   2
                                                                N00039-94-C-0092
                                                                          POOO12

       The purpose of this modification to Contract N00039-94-C-0092 is to
       reallocate CLIN 0001, 0002, and 0009 funds in accordance with
       modification P00011 and to deobligate $60,177 in funds previously
       allotted to CLIN 0009.

       1. Modification POOOII to the above contract combined CLINs 0009 and
       0002; the latter in turn was listed as NSP and was included in the CLIN
       0001 amount as shown by that modification's "Allotment of Funds"
       summary. However, this allocation is not reflected in the financial
       accounting data sheet provided by that modification or by any previous
       funding action. Therefore, in order to correctly reflect the NSP status
       of CLIN 0002, and to equate the P00011 funding summary with the
       financial accounting data sheet totals, funds in the amount of $340,000
       are hereby deobligated from CLIN 0002 and obligated to CLIN 0001 as shown
       by Attachment "A" hereto. This change results in no change to the total
       amount of the contract.

       2. The $60,177 in funds deobligated by this modification were replaced by
       funds obligated to CLIN 0001 by P00011. Therefore, the $60,177
       deobligated from CLIN 0009 as shown on Attachment "B" hereto is not
       matched by an equal increase, as is the case for CLIN 0002. The total
       amount allotted to CLIN 0001 is thus reduced by the $60,177 deobligated
       from CLIN 0009, and is done so in accordance with the "Allotment of
       Funds" paragraph as stated below:

       ALLOTMENT OF FUNDS (applicable to CLIN 0001)

           (i) The amount available for payment, allotted to cost, fee, and
       cost growth for this fully funded line item is hereby decreased by
       $60,177 from $5,940,392 to $5,880,215.

       The funded cost and fixed fee amounts are reflected below:


<TABLE>
<CAPTION>
       Item                   Prior Funding            Funding This Mod           Total Funding to Date
       ----                   -------------            ----------------           ---------------------

<S>                            <C>                       <C>                          <C>        
       Cost                    $4,681,392                $    (55,335)                $ 4,626,057
       Fixed Fee               $  397,352                $      4,842)                $   392,510
       Cost Growth             $  861,648                $          0                 $   861,648
                               ----------                -------------                -----------
                               $5,940,392                $    (60,177)                $ 5,880,215
</TABLE>



       3. For informational purposes, a summary of the financial accounting
       sheet reallocation:


<TABLE>
<CAPTION>
                                 From                     By                       To
                               -----------             ---------                 ----------
<S>                           <C>                     <C>                       <C>       
       CLIN 0001               $ 5,540,215             $ 340,000                 $5,880,215
       CLIN 0002               $   340,000            ($ 340,000)                $    0
       CLIN 0009               $    60,177            ($  60,177)                $    0
                               -----------             ----------                ----------
       Total:                  $ 5,940,392             ($ 60,177)                $5,880,215
</TABLE>



                                        2



<PAGE>   3
                                                                N00039-94-C-0092
                                                                          P00012

       4. As a result of these changes, the total contract amount is decreased
       by $60,177 from $6,277,192 to $6,217,015.

       5. Except as provided herein, all other terms and conditions of contract
       N00039-94-C-0092 remain unchanged and in full force and effect.

                                        3



<PAGE>   4

<TABLE>
<S>                                                                                                                              <C>
 __________________________________________________________________________________________________________________________________
|                                           |                                     |            |                 |                 |
|           AWARD/CONTRACT                  |   1. THIS CONTRACT IS RATED ORDER   |   RATING   |     PAGE        |     PAGES       |
|                                           |      UNDER DPAS (15 CFR 350)        |   DOC9     |      1          |      22         |
|___________________________________________|_____________________________________|____________|_________________|_________________|
|                                           |                               |                                                      |
|  2, CONTRACT (Proc. Inst. Ident.) NO.     |   3. EFFECTIVE DATE           |   4. REQUISITION/PURCHASE REQUEST/PROJECT NO.        |
|     N00014-93-C-2130                      |      SEE BLOCK 20C            |      55-2104-93                                      |
|___________________________________________|_______________________________|______________________________________________________|
|                               |                 |                                                             |                  |
|  5. ISSUED BY           CODE  |  N00173         |   6. ADMINISTERED BY (If other than Item 5)           CODE  |  S0514A          |
|                               |_________________|                                                             |__________________|
|     CONTRACTING OFFICER                                DCMAO SAN DIEGO                                                           |
|     NAVAL RESEARCH LABORATORY                          7675 DAGGET ST  SUITE 200                                                 |
|     4555 OVERLOOK AVE, SW                              SAN DIEGO CA 92111-2241                                                   |
|     WASHINGTON DC  20375-5326                                                                                    SCD:  C         |
|__________________________________________________________________________________________________________________________________|
|                                                                                    |                                             |
|  7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, State and ZIP Code  | 8. DELIVERY                                 |
|                                                                                    |    / /  FOB ORIGIN   /X/  OTHER (See below) |
|                                                                                    |_____________________________________________|
|  VIASAT INC                                                                        |                                             |
|  6120 PASEO DEL NORTE J2                                                           | 9. DISCOUNT FOR PROMPT PAYMENT              |
|  CARLSBAD CA  92009-1118                                                           |                                             |
|                                                                                    |          NET 30                             |
|                                                                                    |_____________________________________________|
|                                                                                    |                         |                   |
|                                                                                    | 10. SUBMIT INVOICES     |  ITEM             |
|____________________________________________________________________________________| (4 copies unless other- |                   |
|                               |                                                    | wise specified) TO THE  |  SEE ITEM 12      |
|  CODE   47358                 | FACILITY CODE                                      | ADDRESS SHOWN IN:       |                   |
|_______________________________|____________________________________________________|_________________________|___________________|
|                               |                        |                                                     |                   |
|  11. SHIP TO/MARK FOR   CODE  |  N00173                | 12. PAYMENT WILL BE MADE BY                   CODE  |   SC1008          |
|                               |________________________|                                                     |___________________|
|                                                        |     DFAS   COLUMBUS OHIO                                                |
|      SEE SECTION F - DELIVERIES OR PERFORMANCE         |     DFAS CO SAN FRANCISCO BOX 18238                                     |
|                                                        |     COLUMBUS OH 43218-2380                                              |
|________________________________________________________|_________________________________________________________________________|
|                                                        |                                                                         |
|  13. AUTHORITY FOR USING OTHER THAN FULL AND           | 14. ACCOUNTING AND APPROPRIATION DATA                                   |
|      OPEN COMPETITION:                                 |                                                                         |
|                                                        |                                                                         |
|     /X/ 10 U.S.C. 2304(c) (1) / / 41 U.S.C. 253(C) ( ) |     SEE SECTION G                                                       |
|________________________________________________________|_________________________________________________________________________|
|                |                                       |                |            |                   |                       |
|  15A. ITEM NO. |        15B. SUPPLIES/SERVICES         | 15C. QUANTITY  | 15D. UNIT  |  15E. UNIT PRICE  |    15F. AMOUNT        |
|________________|_______________________________________|________________|____________|___________________|_______________________|
|                |                                       |                |            |                   |                       |
|                |  SEE PAGE 2                           |                |            |                   |                       |
|                |                                       |                |            |                   |                       |
|                |  Attn: TODD A. FRYE 3240.TF           |                |            |                   |                       |
|                |        202/767-0606                   |                |            |                   |                       |
|                |                                       |                |            |                   |                       |
|                |                                       |                |            |                   |                       |
|________________|_______________________________________|________________|____________|___________________|_______________________|
|                                                                                                          |                       |
|                                                                         15G. TOTAL AMOUNT OF CONTRACT -- |     $1,334,557.00     |
|__________________________________________________________________________________________________________|_______________________|
|                                                                                                                                  |
|                                                   16. TABLE OF CONTENTS                                                          |
|__________________________________________________________________________________________________________________________________|
|         |      |                                        |         |         |      |                                   |         |
| (check) | SEC. |                 DESCRIPTION            | PAGE(S) | (check) | SEC. |            DESCRIPTION            | PAGE(S) |
|_________|______|________________________________________|_________|_________|______|___________________________________|_________|
|         |      |                                        |         |         |      |                                   |         |
|         |      |           PART I - THE SCHEDULE        |         |         |      |     PART II - CONTRACT CLAUSES    |         |
|_________|______|________________________________________|_________|_________|______|___________________________________|_________|
|         |      |                                        |         |         |      |                                   |         |
|         |  A   | SOLICITATION/CONTRACT FORM             |    1    |         |  I   | CONTRACT CLAUSES                  |  12-21  |
|_________|______|________________________________________|_________|_________|______|___________________________________|_________|
|         |      |                                        |         |                                                              |
|         |  B   | SUPPLIES OR SERVICES AND PRICES/COSTS  |   2-3   |    PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.  |
|_________|______|________________________________________|_________|______________________________________________________________|
|         |      |                                        |         |         |      |                                   |         |
|         |  C   | DESCRIPTION/SPECS./WORK STATEMENT      |    4    |         |  J   | LIST OF ATTACHMENTS               |   22    |
|_________|______|________________________________________|_________|_________|______|___________________________________|_________|
|         |      |                                        |         |                                                              |
|         |  D   | PACKAGING AND MARKING                  |    4    |          PART IV - REPRESENTATIONS AND INSTRUCTIONS          |
|_________|______|________________________________________|_________|______________________________________________________________|
|         |      |                                        |         |         |      |                                   |         |
|         |  E   | INSPECTION AND ACCEPTANCE              |    4    |         |  K   | REPRESENTATIONS, CERTIFICATIONS   |         |
|         |      |                                        |         |         |      | AND OTHER STATEMENTS OF OFFERORS  |         |
|_________|______|________________________________________|_________|         |      |                                   |         |
|         |      |                                        |         |         |      |                                   |         |
|         |  F   | DELIVERIES OR PERFORMANCE              |    5    |         |      |                                   |         |
|         |      |                                        |         |         |      |                                   |         |
|_________|______|________________________________________|_________|_________|______|___________________________________|_________|
|         |      |                                        |         |         |      |                                   |         |
|         |  G   | CONTRACT ADMINISTRATION DATA           |  6-10   |         |  L   | INSTRS., CONDS., AND NOTICES TO   |         |
|         |      |                                        |         |         |      | OFFERORS                          |         |
|_________|______|________________________________________|_________|_________|______|___________________________________|_________|
|         |      |                                        |         |         |      |                                   |         |
|         |  H   | SPECIAL CONTRACT REQUIREMENTS          |  10-11  |         |  M   | EVALUATION FACTORS FOR AWARD      |         |
|_________|______|________________________________________|_________|_________|______|___________________________________|_________|
|                                                                                                                                  |
|                                  CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE                                   |
|__________________________________________________________________________________________________________________________________|
|                                                                   |                                                              |
| 17. /X/ CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required | 18. / / AWARD (Contractor is not required to sign this       |
| to sign this document and return 2 copies to issuing office.)     | document.) Your offer on Solicitation Number_______________, |
| Contractor agrees to furnish and deliver all items or perform all | including the additions or changes made by you which         |
| the services set forth or otherwise identified above and on any   | additions or changes are set forth in full above, is hereby  |
| continuation sheets for the consideration stated herein. The      | accepted as to the items listed above and on any continuation|
| rights and obligations of the parties to this contract shall be   | sheets. This award consummates the contract which consists of|
| subject to and governed by the following documents: (a) this      | the following documents: (a) the Government's solicitation   |
| award/contract, (b) the solicitation, if any, and (c) such        | and your offer, and (b) this award/contract. No further      |
| provisions, representations, certifications, and specifications,  | contractual document is necessary.                           |
| as are attached or incorporated by reference herein. (Attachments |                                                              |
| are listed herein.)                                               |                                                              |
|___________________________________________________________________|______________________________________________________________|
|                                                                   |                                                              |
| 19A. NAME AND TITLE OF SIGNER (Type or print)                     | 20A. NAME OF CONTRACTING OFFICER                             |
|   Gregory D. Monahan                                              |   F. JANILEA BAYS                                            |
|   V.P. Administration & General Counsel                           |   CONTRACTING OFFICER                                        |
|___________________________________________________________________|______________________________________________________________|
| 19B. NAME OF CONTRACTOR                       | 19C. DATE SIGNED  | 20B. UNITED STATES OF AMERICA             | 20C. DATE SIGNED |
| BY  /s/ GREGORY D. MONAHAN                    |       9/23/93     | BY /s/ F. JANILEA BAYS                    |      9/27/93     |
|     -----------------------                   |                   |    ----------------------------           |                  |
|    (Signature of person authorized to sign)   |                   |    (Signature of Contracting Officer)     |                  |
|_______________________________________________|___________________|___________________________________________|__________________|
</TABLE>


<PAGE>   5

 


<TABLE>
<S>                                                                                                             <C>
 _________________________________________________________________________________________________________________________________
|                                                                          | 1. CONTRACT ID CODE            |  PAGE   OF   PAGES  |
|                    AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT    |                                |    1     |     2    |
|__________________________________________________________________________|________________________________|__________|_________ |
|                                 |                    |                                      |                                   |
| 2. AMENDMENT/MODIFICATION NO.   | 3. EFFECTIVE DATE  | 4. REQUISITION/PURCHASE REQ. NO.     |  5. PROJECT NO. (IF APPLICABLE)   |
|                                 |                    |                                      |                                   |
|      MODIFICATION #0001         |      10/14/93      |                                      |       #09412                      |
|                                 |                    |                                      |                                   |
|_________________________________|____________________|______________________________________|___________________________________|
|                                                              |                                                                  |
| 6. ISSUED BY                       CODE    66032             |  7. ADMINISTERED BY (If other than Item 6)      CODE             |
|                                                              |                                                                  |
| INFORMATION TECHNOLOGY ACQUISITION CENTER                    |  DEPARTMENT OF NAVY                                              |
| BLDG. 176 - 4TH FLOOR                                        |  SPACE AND NAVAL WARFARE SYSTEMS COMMAND                         |
| WASHINGTON NAVY YARD                                         |  CONTRACT DIRECTORATE, CODE 02328                                |
| WASHINGTON, DC  20374-5070                                   |  WASHINGTON, D.C. 20374-5070                                     |
| CODE 021A                                                    |                                                                  |
|______________________________________________________________|_________________________________________________________________ |
|                                                                               | (X) | 9A. AMENDMENT OF SOLICITATION NO.         |
| 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)   |_____|                                           | 
|                                                                               |     |                                           | 
|                                                                               |     |                                           |
|    VIASAT, INC.                                                               |     |___________________________________________|
|    6120 PASEO DEL NORTE, SUITE J2                                             |     | 9B. DATED                                 |
|    CARLSBAD, CA  92009-1118                                                   |     |                                           |
|                                                                               |_____|___________________________________________|
|                                                                               |     | 10A. MODIFICATION OF CONTRACT/ORDER NO.   |
|                                                                               |     |                                           | 
|                                                                               |     |        N66032-93-C-0025                   | 
|                                                                               |  X  |                                           |
|                                                                               |     |___________________________________________|
|_______________________________________________________________________________|     | 10B. DATED (SEE ITEM 13)                  |
|CODE                                | FACILITY CODE                            |     |                                           |
|                                    |                                          |     |       29 SEPTEMBER 1993                   |
|____________________________________|__________________________________________|_____|___________________________________________|
|                                                                                                                                 |
|                                  11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS                                      |
|_________________________________________________________________________________________________________________________________|

        / / The above numbered solicitation is amended as set forth in Item 14. 
            The hour and date specified for receipt of Offers      /  / is extended,  /  / is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning ___________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted;  or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE THE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
___________________________________________________________________________________________________________________________________
12. ACCOUNTING AND APPROPRIATION DATA (If required)

___________________________________________________________________________________________________________________________________

                        13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.
                             IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
___________________________________________________________________________________________________________________________________
   (X)  |
________| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
        |    ORDER NO. IN ITEM 10A.
________|__________________________________________________________________________________________________________________________
        |
        | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office,
        |    appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
________|__________________________________________________________________________________________________________________________
        |
        | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
        |
________|__________________________________________________________________________________________________________________________
        |
        | D. OTHER (Specify type of modification and authority)
    X   |    LIMITATION OF FUNDS CLAUSE  
________|__________________________________________________________________________________________________________________________

E. IMPORTANT:  Contractor  /X/  is not,   /  /  is required to sign this document and return __________ copies to the
   issuing office.
___________________________________________________________________________________________________________________________________

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)

        1. The purpose of this modification is to:

           a. add to Block 14 of the SF 26 the following Document number:  DO# N0003993RCDA019;
 
           b. identify incremental funding in the amount of $441,000.00 for CLIN 0001;

           c. and insert page 3a in Section B which contains Paragraph 84., Allotment of funds.

        2. Except as provided herein, all other items and conditions of Contract N66032-93-C-0025 remain
           unchanged and in full force and effect.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
___________________________________________________________________________________________________________________________________
15A. NAME AND TITLE OF SIGNER (Type or print)                          |16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
                                                                       |
                                                                       |     LYNDA J. BOLCS,
                                                                       |     CONTRACTING OFFICER
_______________________________________________________________________|___________________________________________________________
15B. CONTRACTOR/OFFEROR                       | 15C. DATE SIGNED       |16B. UNITED STATES OF AMERICA            |16C. DATE SIGNED
                                              |                        |                                         |
                                              |                        |   BY /s/ Lynda J. Bolcs                 |
- -------------------------------------------   |                        |     ---------------------------------   |     14 Oct 93
 (Signature of person authorized to sign)     |                        |     (Signature of Contracting Officer)  |
______________________________________________|________________________|_________________________________________|_________________

</TABLE>






<PAGE>   1
                                                                  EXHIBIT 10.29

CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83
AND 230.406 * INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST THAT IS FILED SEPARATELY WITH THE COMMISSION



               TURNKEY AGREEMENT FOR THE SUPPLY INSTALLATION AND
                                COMMISSIONING OF
                       THE HCA TELECOMMUNICATIONS NETWORK


DATE    9 August 1996


PARTIES

1:      HUTCHISON CORPORATE ACCESS (HK) LIMITED of Rm. 1610, 16/F, One
        Harbourfront, 22 Tak Fung Street, Hunghorn, Kowloon ("the Purchaser",
        which expression shall include its successors and assigns); and

2:      ViaSat, Inc. of 2290 Cosmos Court, Carlsbad, California 92009-1585, USA
        ("the Contractor").


PREAMBLE

The Purchaser has requested the Contractor, and the Contractor has agreed, to
provide the Network on a turnkey basis, including the design, development,
manufacture, installation and commissioning of the Equipment, as described in
the Scope of Works and the Technical Specifications, and on the terms set out
in the Contract.

1.      Definitions & Interpretation     

        (a) In the Contract, words and expressions used as defined terms shall
            have the meanings assigned to them in the Conditions of Contract.

        (b) A reference in the Contract to a document listed under Clause 2
            hereof
 shall be a reference to the document contained in the
            corresponding Annex.

        (c) Headings are for convenience only and do not affect interpretation.
            The rules of interpretation set out in the Conditions of Contract
            apply throughout the Contract unless the context requires otherwise.




<PAGE>   2
2.      Contract Documents
        ------------------
        The Contract shall consist of this Agreement and the following Annexes:

        Annex 1     Conditions of Contract
        Annex 2     Product and Price Schedule
        Annex 3     Delivery and Payment Schedule
        Annex 4     Scope of Works
        Annex 5     Technical Specifications
        Annex 7     Test Plan (including Test Procedures)
        Annex 8     Contractor Quality Management System
        Annex 9     Further Purchase Product and Price Schedule
        Annex 10    Further Purchase Delivery and Payment Schedule
        Annex 11    Form of Performance Bond
        Annex 12    Form of Letter of Credit
        Annex 13    List of terms for letter of credit for Further Purchases
        Annex 14    List of Replacement Parts

3.      Hierarchy of Documents
        ----------------------

        In case of inconsistencies between the terms of any document forming
        part of the Contract the inconsistency shall be resolved in the
        following order or priority.

        (a) First, this Agreement.

        (b) Second, each of the Annexes in the order they are attached to this
            Agreement.

                                       2

<PAGE>   3
4.      Proper Law

        This Agreement shall be governed by English law. The parties submit to
        the non-exclusive jurisdiction of courts exercising jurisdiction there.


Signed by                                     Signed by



/s/                                           /s/ 
- ----------------------------------            ---------------------------------
for and on behalf of                          for and on behalf of
HUTCHISON CORPORATE ACCESS                    VIASAT, INC.
(HK) LIMITED

<PAGE>   4
                                                                        Annex 1

                             CONDITIONS OF CONTRACT
                                      for
                  PROCUREMENT, INSTALLATION AND COMMISSIONING
                                       of
                       THE HCA TELECOMMUNICATIONS NETWORK


                                     INDEX



<TABLE>
<CAPTION>
Condition                                                               Page No.
- ---------                                                               --------
<S>                                                                         <C>
1.      Definitions                                                          1
2.      Scope of Contract                                                    6
3.      Contract Price                                                       6
4.      Design Reviews                                                       6
5.      Factory Acceptance                                                   7
6.      System Acceptance with respect to Phase 1 and Phase 2                7
7.      System Acceptance with respect to Phase 3                            9
8.      Delay in Tests                                                       9
9.      Contractor's Warranties and Undertakings                             9
10.     Local Facilities and Services/Compliance with
        Local Laws/Licences, Approvals and Permits                           16
11.     Terms of Payment                                                     17
12.     Customs Duty and Sales Tax                                           19
13.     Performance Bond                                                     20
14.     Intellectual Property Rights and Royalties                           21
15.     Trademarks                                                           26
16.     Further Purchases                                                    27
17.     Contract Amendments                                                  29
18.     Liability                                                            30
19.     Liquidated Damages for Delay prior to completion
        of Phase 3                                                           32
20.     Title, Risk and Insurance                                            34
21.     Purchaser's Participation                                            36
22.     Termination of Contract by the Contractor                            37
23.     Termination of the Contract by the Purchaser                         38
24.     Rights and Obligations of the Parties in the event
        of Termination                                                       41
25.     Letter of Credit                                                     43
26.     Assignment and Sub-contracting                                       44
</TABLE>




                                       1

<PAGE>   5
                                                                        Annex 1



<TABLE>
<CAPTION>
Condition                                                               Page No.
- ---------                                                               --------
<S>                                                                         <C>
27.     Confidentiality                                                      44
28.     Notice                                                               45
29.     Applicable Law                                                       46
30.     Arbitration                                                          46
31.     English Language                                                     47
32.     Miscellaneous                                                        47
</TABLE>







                                       2

<PAGE>   6
                             CONDITIONS OF CONTRACT
                                      for
                  PROCUREMENT, INSTALLATION AND COMMISSIONING
                                       of
                    THE HCA TELECOMMUNICATIONS INTERNATIONAL
                                    NETWORKS

1.      DEFINITIONS

1.1     Where the context permits, the following expressions shall have the
        following meanings:

        "Agreement": the agreement between the Purchaser and the Contractor,
        to which these Conditions are annexed;

        "Annexes": the annexes to the Agreement specified in Clause 2 of the
        Agreement;

        "Business Day": a day on which banks are open for general banking
        business in Hong Kong;

        "Component": any distinct item or part of any Equipment;

        "Condition": a provision in these Conditions of Contract;

        "Contract": the agreement between the Purchaser and the Contractor
        incorporating the Agreement and the Annexes as amended by any
        Contract Amendment;

        "Contract Amendment": a document by which changes to any part of the
        Contract are made pursuant to Condition 17;

        "Contract Price": the price payable by the Purchaser to the Contractor
        under the Contract for the full and proper performance and execution
        by the Contractor of the Works other than Works relating to Further
        Purchases and New Products.

        "Contractor Documentation": the Documentation required by the Scope
        of Works to be provided by the Contractor to the Purchaser and such
        other Documentation to be provided by the Contractor as may be agreed
        by the parties in writing;

        "Date of Contract": the last date of signature of the Agreement by both
        parties;


                                                                               1

<PAGE>   7
        "Delivery and Payment Schedules": Annex 3 and Annex 10 (but in the
        latter case only to the extent that the Purchaser exercises the right of
        Further Purchase);

        "Design Review": the process by which the Purchaser reviews and approves
        the Designs required by the Contract to be approved by the Purchaser,
        such reviews to be conducted in accordance with Condition 4 and the
        Scope of Works;

        "Design Review Certificate": a certificate given by the Purchaser to the
        Contractor in accordance with Condition 4;

        "Design Review Meetings": meetings held for the purpose of approving
        Designs, agreeing on Tests and Contract Amendments and other matters as
        further described in the Scope of Works;

        "Designs": the design of the intended facilities, functions and
        capabilities of the Network as set forth in the Technical
        Specifications;

        "Documentation": plans, manuals, charts, designs, diagrams, drawings,
        specification, information, documents and data whether in written,
        computer storage or other computer generated form;

        "Equipment":
         (a)    hardware to be supplied by the Contractor in accordance with
                Annex 2 (and, to the extent that the Purchaser exercises its
                right of Further Purchase from time to time, any hardware
                comprised within Further Purchase Products to be supplied by the
                Contractor); and

        (b)     any Software forming a part of, or to be used on any such
                hardware (and includes without limitation, firmware);

        "Factory Acceptance Test Certificate": the certificate in respect of the
        satisfactory completion of the Factory Acceptance given by the Purchaser
        to the Contractor in accordance with Condition 4;

        "Factory Acceptance Tests": the factory tests required to be conducted
        on each Phase as set out or to be set out in the Test Plan, Test
        Procedures and Scope of Works;

        "Force Majeure": any circumstances which (despite prudent management and
        operation) are beyond the control of the party affected and which
        prevents that party from fulfilling its obligations under the Contract
        in a timely manner, including any act of God, fire, flood, war,
        sabotage, government or non government embargo causing export and import
        delay or prohibiting export and import, strikes and


                                                                        2

<PAGE>   8
        labour disputes affecting the State of California in the United States
        generally but specifically excluding failures or delays of either party
        arising out of (i) any failure or delay on the part of any supplier or
        subcontractor engaged by such party which itself is not caused by Force
        Majeure, (ii) shortages of fuel, supplies or services which itself is
        not caused by Force Majeure (iii) for the avoidance of doubt, strikes
        and labour disputes which only affects the Contractor;

        "Further Purchase": the option granted to the Purchaser to acquire all
        or part of the Further Purchase Products in accordance with Condition
        16;

        "Further Purchase Products": all or part of the Equipment set out in
        Annex 9 in respect of which the Purchaser may exercise the right of
        Further Purchase;

        "Intellectual Property Rights": patents, trademarks, service marks,
        trade names, registered designs, designs, copyrights and other forms of
        intellectual or industrial property (in each case in any part of the
        world and whether or not registered or registrable and for the full
        period thereof and all extensions and renewals thereof and applications
        for registration of or otherwise in connection with the foregoing),
        know-how, inventions, formulae, confidential or secret processes, trade
        secrets and confidential information, and any other protected rights and
        assets, and any licences and permissions in connection therewith;

        "Letter of Credit": the letter of credit securing the payment of the
        Contract Price by the Purchaser as specified in Condition 25, in the
        form set out in Annex 12 or such other form as may be approved by the
        Contractor;

        "Milestones": such approval not to be unreasonably withheld the
        achievement of certain performance targets or the completion of certain
        tasks by the relevant Milestone Date as set out in the Delivery and
        Payment Schedule;

        "Milestone Date": in respect of each Milestone, the date specified in
        the Delivery & Payment Schedule as the date by which certain tasks must
        be completed or certain performance targets achieved or such other date
        as provided for in the Contract including but not limited to the date
        following from extension(s) granted under Condition 19.1. For the
        avoidance of doubt, for the purpose of liquidated damages and
        termination for delay, a milestone shall be deemed to have been
        completed when the required tasks are completed or when required
        performance targets are achieved notwithstanding that the Purchaser may
        not have issued a certificate signifying completion.
     

                                       3

<PAGE>   9
        "Milestone Payment" the payment due upon achievement of a Milestone,
        subject to the terms of the Contract in accordance with Annex 3 or Annex
        10;

        "Network": the telecommunication network the Components of which are
        listed in Annex 2 (and, to the extent that the Purchaser exercises the
        right of Further Purchase, any Components comprised within Further
        Purchase Products) and described in the Scope of Works and Technical
        Specifications;

        "Network Terminal": such terminal as defined in the Scope of Works;

        "Performance Bond": a bond securing the performance by the Contractor
        of the Contract as specified in Condition 13, in the form set out in
        Annex 11 or such other form as may be approved by the Purchaser;

        "Performance Periods": such periods as specified in the Scope of Works;

        "Price Schedules": means Annex 2 and Annex 9 (but in the latter case
        only to the extent that the Purchaser exercises the right of Further
        Purchase);

        "PSTN": any public switched telephone network to be connected to the
        Network;

        "Ready for Service": with respect to the relevant Equipment means its
        being properly installed and ready for commercial use;

        "Phase 1, Phase 2 and Phase 3": all deliverables listed in Annex 2 and
        respectively referred to as such in the Technical Specifications and the
        Scope of Works and "Phase" means any of them;

        "Replacement Part": any equipment supplied to the Purchaser by the
        Contractor in the course of Contractor complying with its obligations to
        repair, correct or replace any Equipment under Condition 9 and any such
        equipment referred to in the Scope of Works as "spares" or "parts";

        "Services": all services to be provided by the Contractor to the
        Purchaser under the Contract;

        "Site": the location at which a part of the Network is or is to be
        installed;

        "Software": an item of Equipment comprising of computer programming (not
        including Source Code), computer software and


                                                                           4   

<PAGE>   10
related data, to be provided or provided by the Contractor under the Contract
in whatever form whether as floppy or hard disks, cartridges, magnetic tapes,
semiconductor chips or otherwise) or however designated (whether as firmware,
microcode or otherwise) and includes all changes, additions, revisions,
replacements, manuals and documentation which may be provided, including but
not limited to Starwire NCS owned by the Contractor;

"Source Code": the source codes for all Software to be provided to the
Purchaser under the Contract;

"Sub-Contractor": any sub-contractors or agents contracted by the Contractor to
carry out any of the Works any part of the sub-assembly of the Equipment,
notified by the Contractor in accordance with the Scope of Works (for
avoidance of doubt, excluding any manufacturers of component parts);

"Subscriber": any end user of a Network Terminal;

"System Acceptance Certificates": the certificates in respect of the compliance
and performance of each Phase to be given by the Purchaser to the Contractor in
accordance with Conditions 6 and 7;

"System Acceptance Date": the date on which the Purchaser grants the System
Acceptance Certificate with respect to each Phase to the Contractor;

"System Acceptance Tests": the tests required by the Contract to be conducted
to demonstrate that each Phase is Ready for Service as set out in the Test
Plan; 

"Term of the Contract": means the period commencing on the Date of Contract and
ending on the date which is ten (10) years after the date on which the System
Acceptance Test Certificate is granted in respect of Phase 3;

"Test Procedures": means the detailed description of the testing techniques,
methods, instrumentation, test configuration, test results to be achieved and
the test results record format pursuant to the requirements expressed in the
Test Plan and to be agreed by the parties in accordance with the Scope of
Works; 

"Tests": the Factory Acceptance Tests, System Acceptance Tests, and any other
tests required under the Contract;

"Warranties": means the warranties of the Contractor under Condition 9;


                                                                               5

<PAGE>   11
        "Works": all work which the Contractor is or may be required to execute,
        provide, deliver or procure under the Contract in order to deliver the
        Equipment, and provide the Services.

1.2     A reference in the Contract to an Act of Parliament or to any
        regulation, ordinance, code or other statutory instrument or to any
        section or provision thereof shall be read as if the words "or any
        other statutory provision having the like or similar effect or dealing
        with the like or similar subject matter" were added to such reference,
        and such references shall include any statute or statutory provision
        which amends or replaces, or has amended or replaced it, and shall
        include any sub-ordinate legislation made under the relevant statute.

1.3     References in the Contract to writing shall include typewriting,
        printing, lithogaphy, photography, telefax, facsimile and telex
        messages and any mode of reproducing words in a legible and 
        non-transitory form.

1.4     In the Contract, words importing the singular include the plural and
        vice versa, words importing a gender include every gender and
        references to persons include bodies corporate or unincorporate.

1.5     Headings in these conditions are for convenience only and shall not
        affect the construction of the Contract.

2.      SCOPE OF CONTRACT

2.1     The Contractor shall provide the Network and deliver the Services in
        accordance with the Contract on a turnkey basis. The Contractor
        assumes complete responsibility for the design, manufacture, delivery,
        installation and commissioning of the Equipment, identified in Annex
        2 and the Scope of Works as equipment to be installed by the Contractor.
        The Contractor assumes complete responsibility for the manufacture
        and delivery to the designated carrier for all other Equipment.

3.      CONTRACT PRICE

        The Contract Price is specified in Annex 2. Subject to adjustments
        expressly provided for in the Contract, the Contract Price shall be
        payable in US dollars in the instalments specified in the relevant
        Delivery and Payment Schedules.

4.      DESIGN REVIEWS

4.1     Design Review Certificate

                                                                             6

<PAGE>   12
        The Purchaser shall issue a Design Review Certificate only when the
        Designs and Contractor Documentation which are the subject of the
        relevant Design Reviews are complete and comply fully with the
        Scope of Works, the Implementation Plan, the Test Plan and the
        Technical Specifications.

        A Design Review shall be deemed to have been satisfactorily completed
        if the Purchaser does not reject the relevant designs and Contractor
        Documentation with a reasonably detailed explanation in writing within 5
        Business Days after receipt notice of completion from the Contractor.

4.2     Non-Compliances     

        If the Designs indicate that there are non-compliances or omissions
        from the relevant parts of the Scope of Works, Test Plan or Technical
        Specifications, the Contractor shall remedy to the reasonable 
        satisfaction of the Purchaser any such non-compliances or omissions 
        within fourteen (14) days after receipt by Contractor of written 
        notice of deficiencies from the Purchaser unless otherwise agreed by 
        the Purchaser. Upon such remedy, the Purchaser shall issue the Design 
        Review Certificate.

5.      FACTORY ACCEPTANCE

        The Factory Acceptance Tests shall be deemed to have been
        satisfactorily completed if the Purchaser does not reject the Factory
        Acceptance Tests with a reasonably detailed explanation in writing 
        within 5 Business Days (in respect of Phase 1) and 10 Business Days 
        (in respect of Phase 2 and Phase 3) after receipt of test reports from 
        the Contractor.

        The Purchaser shall issue a Factory Acceptance Certificate with respect
        to each Phase only when:
 
        (a)    the relevant Phase has passed the requisite Factory Acceptance
               Tests; and

        (b)    the deficiencies or omissions listed on the list attached to the
               Design Review Certificate (if any) have been corrected.

6.      SYSTEM ACCEPTANCE WITH RESPECT TO PHASE 1 AND PHASE 2

6.1     Certificates

        Except as provided herein, the Purchaser shall issue a System
Acceptance Certificate with respect to each of Phase 1 and Phase 2

                                                                             7

<PAGE>   13
        only when the relevant System Acceptance Tests and the relevant
        Performance Period are successfully completed and all defects or
        deficiencies (if any) listed in the attachment to the relevant Factory
        Acceptance Certificate have been corrected.

        If the System Acceptance Tests or the Performance Period demonstrate
        that there are minor non-compliances, defects or deficiencies in any of
        the Equipment but that the Equipment is otherwise Ready for Service and:

        (a)     such outstanding minor non-compliances or defects or
                deficiencies will not affect operational service or performance
                of the Equipment in any material way; and

        (b)     correction of the defects or deficiencies will not require down
                time to the Network outside the Purchaser's normal down time
                periods;

        then the Purchaser shall instead of rejecting the Equipment, grant the
        relevant System Acceptance Certificate. A list of the non-compliances,
        defects or deficiencies which are outstanding shall be attached by the
        Purchaser to the System Acceptance Certificate. The Contractor shall use
        its best efforts to minimize disruption to any commercial use of the
        Equipment.

6.2     Serious Defects or Deficiencies

        If the System Acceptance Tests are not successfully completed due to a
        serious defect or deficiency in Phase 1 or Phase 2 (as the case may be)
        the Purchaser shall not be required to grant the relevant System
        Acceptance Certificate. The Contractor shall investigate the reasons for
        such failure and may run or re-run the applicable Tests for such
        purpose. The Contractor shall discuss and agree with the Purchaser the
        nature of such defects or deficiencies or non-compliances and shall
        agree the steps required to be taken to rectify such defects or
        deficiencies or non-compliances. The Contractor shall take such steps
        without cost to the Purchaser. The Contractor shall then re-submit the
        said Equipment to the relevant Tests, giving to the Purchaser at least
        three days notice of such further Tests. If any of the Equipment still
        does not so comply, the Contractor shall repeat and continue to repeat
        the steps set out in this Condition 6.2 until the relevant Equipment
        passes the relevant Test, Ready for Services and completes the
        Performance Period.

6.3     The relevant System Acceptance Tests shall be deemed to have been
        satisfactorily completed if the Purchaser does not reject in writing the
        relevant System Acceptance Test and or correction of deficiencies within
        5 Business Days (in respect of Phase 1) and 10 Business Days


                                       8

<PAGE>   14
                                                                        ANNEX 1


        (in respect of Phase 2 and Phase 3) after the receipt of test reports
        from the Contractor or completion of corrections.

7.      SYSTEM ACCEPTANCE WITH RESPECT TO PHASE 3

7.1     Requirements

        The Purchaser shall issue System Acceptance Certificate with respect
        to Phase 3 only when:

        (a)     Phase 3 System Acceptance Tests has been completed; and

        (b)     all defects or deficiencies identified pursuant to Condition 6
                have been corrected.

        The Purchaser may require the Contractor to conduct the Tests in its
        presence. 

7.2     The System Acceptance Tests shall be deemed to have been satisfactorily
        completed if the Purchaser does not reject the relevant System
        Acceptance Tests with a reasonably detailed explanation in writing
        within 10 Business Days after receipt of the relevant test reports from
        the Contractor.

8.      DELAY IN TESTS

        If the Purchaser's representative attends a Test at the time agreed for
        that Test and the Test is delayed through reasons within the
        Contractor's control or the control of any Sub-Contractor or should any
        Designs not pass the relevant Test, then the additional costs for
        travel, lodging and meals which are reasonably incurred by the Purchaser
        by reason of the delay or of any further visits required to attend
        deferred or repeated inspections, measurements or tests shall be met by
        the Contractor, and may be deducted by the Purchaser from any money that
        may become due to the Contractor under the Contract.

9.      CONTRACTOR'S WARRANTIES AND UNDERTAKINGS

9.1     Definitions.  In this Condition the following definitions apply.

        "Design Defect" means a failure of the Equipment or a Component due to a
        defect in design (other than a Network Loading Defect) to meet any of
        the requirements of the Technical Specifications.

        "Equipment Defect":  means a failure of the Equipment or a Component
        other than a Design Defect or a Network Loading Defect, whether caused
        by a defect in material, workmanship or a random


                                                                               9

<PAGE>   15
                                                                        ANNEX 1


        component failure, which results in a failure to meet any of the 
        requirements of the Technical Specifications.

        "Network Loading Defect":  means a failure of the Equipment or a
        Component due to defect in design, to meet any of the requirements in
        respect of the loading capacity of the Network set out in the Technical
        Specifications.

        "Warranty Period" means:

        a)      in respect of Equipment Defect, the period commencing on the
                later of the System Acceptance Date for Phase 3 and the shipment
                date of the relevant Equipment and ending on the date two years
                thereafter;

        b)      in respect of Design Defects, the period commencing on the
                System Acceptance Date for Phase 3 and ending on the day 2 years
                thereafter;

        c)      in respect of Network Loading Defects, the period commencing on
                the System Acceptance Date for Phase 3 and ending on the last
                day of the Term of the Contract.

9.2     Warranties

9.2.1   Equipment Defect Warranty

        The Contractor warrants that the Equipment shall be free from Equipment
        Defects during the Warranty Period.

9.2.2   Equipment Defect Rectification Service

        During the Warranty Period, and for Equipment Defects notified before
        the expiry of the Warranty Period, the Contractor shall repair or
        replace the defective Component or Equipment according to the terms of
        this Condition 9.

9.2.3   Design Defect Warranty

        The Contractor warrants that the Equipment shall be free from Design
        Defects for the Warranty Period.

9.2.4   Design Defect Rectification Service

        During the Warranty Period and for Design Defects notified before the
        expiry of the Warranty Period, the Contractor shall rectify the Design
        Defect according to the terms of this Condition 9.


                                                                             10

<PAGE>   16
                                                                         ANNEX 1

9.2.5  NETWORK LOADING DEFECT WARRANTY

       The Contractor warrants that the Equipment shall be free from Network
       Loading Defect during the Warranty Period.

9.2.6  NETWORK LOADING DEFECT RECTIFICATION SERVICE

       During the Warranty Period and for Network Loading Defects notified
       before the expiry of the Warranty Period, the Contractor shall rectify
       the Network Loading Defects according to the terms of this Condition 9.

9.2.7  WARRANTY REPAIR, REPLACEMENT OR RECTIFICATION

       The Contractor shall provide rectification services for Equipment
       Defects, Design Defects or Network Loading Defects as the case may be,
       within 28 days of:

       a)  receipt of the defective Equipment or Component at the Contractor's
           facilities, carriage prepaid by the Purchaser;

       b)  receipt of notification of Software defects; or

       c)  notification of the defects if the relevant Service is to be provided
           on Site pursuant to Condition 9.2.6.

       If the Purchaser reasonably requires the rectification services on an
       urgent basis, the Contractor shall use its best endeavours to provide
       such services immediately on the Purchaser giving notice that it requires
       such services. The Purchaser shall dispatch any hardware component
       returned to the Contractor by carriage pre-paid to the Contractor's
       facilities and the Replacement parts supplied by the Contractor shall be
       dispatched carriage pre-paid by the Contractor to the destination 
       specified by the Purchaser.

       In respect of Software defects, the Contractor shall to the extent
       possible, provide remote diagnosis of the defects and downline load
       changes to the Software or the replacement Software onto the Network. If
       the correction of any Software defect requires visits to the relevant
       site, the Contractor shall make that visits in accordance with Condition
       9.2.8. In all instances of Software repair, the Contractor shall provide
       support to cutover the changes to or the replacement version of the
       relevant Software. The Contractor shall also follow proper Software
       control procedures as required by its internal control plan to document
       the changes to and/or the replacement version.

                                       11

<PAGE>   17
                                                                        ANNEX 1

        The warranties contained in this Condition 9 shall not apply to any
        Equipment or Components thereof that (a) has had the Serial Number,
        Model Number, or other identification markings altered, removed or
        rendered illegible, (b) has been damaged by or subject to improper
        installation or operation, misuse, neglect, use in any way with
        equipment not previously approved in writing by the Contractor, (c) has
        been repaired or altered by other than the Contractor personnel and/or
        has been subject to the opening of any sealed cabinet boxes without the
        Contractor's prior written consent, and/or (d) has been used in any way
        other than in strict compliance with the Contractor's installation and
        operation instructions provided with the Equipment.

9.2.8   SITE VISITS AND INVESTIGATIONS

        During the Term of the Contract, the Contractor shall visit each Site
        for investigations and repairs in accordance with Clauses 9.2 and 9.3 of
        the Scope of Works.

9.2.9   PURCHASER'S RIGHTS

        If the Contractor fails to effect a remedy in accordance with Condition
        9.2.7 or 9.2.8, the Purchaser may do so at the reasonable expense of the
        Contractor and the Purchaser may contract with a third party to effect
        that remedy. Any such emergency repair of any Equipment or Component by
        the Purchaser's staff will not invalidate the Contractor's obligations 
        under this Condition, except to the extent the Purchaser damages the 
        Equipment or Component as a result of that repair or that the repair 
        is improper (including installation of defective Replacement Parts).

9.2.10  REPLACEMENT PARTS

        The Contractor warrants and undertakes to and with the Purchaser that
        any Replacement Parts provided to the Purchaser shall be warranted in
        the same terms as set out in this Condition 9 for the balance of the
        Warranty Period.

        Upon supply of a hardware Replacement Part, the item of the Equipment
        that is replaced shall automatically become the property of the
        Contractor and the Replacement Part shall become the property of the
        Purchaser.

        The Purchaser shall be responsible for installing Replacement Parts
        except that the Contractor shall install a Replacement Part if the
        relevant defect is discovered as a result of a visit to the Site by the
        Contractor.

                                       12

<PAGE>   18
                                                                        Annex 1

        If a Replacement Part relates to Equipment produced by third parties and
        listed in Annex 2 as items 1.2, 2.8 and 3.4 and in Annex 9 as item 6 and
        needs to be paid for by the Contractor due to limitations of the
        relevant third party warranty that result in costs to the Contractor, in
        purchasing the Replacement Part from the third party supplier, the
        Purchaser shall reimburse the Contractor for the costs of that
        Replacement Part within 7 Business Days after receiving from the
        Contractor a copy of the invoice of the third party supplier.

9.2.11  Repair or Replacement

        The decision as to whether any hardware Component shall be repaired or
        corrected (on the one hand) or replaced (on the other hand) by the
        Contractor shall be made by the Contractor unless the same defect occurs
        more than 3 times and the Contractor has not been able to verify the
        existence of the failure with respect to the first Design Defect or
        Equipment Defect affecting the Component concerned. Thereafter, the
        decision with respect to that Component shall be made by the Purchaser.

9.2.12  Written Description/Report

        All defective Equipment or Components shipped by the Purchaser to the
        Contractor will be accompanied by a written description of the fault.
        All repaired Equipment or Components delivered to the Purchaser will be
        accompanied by a written report specifying the fault and the corrective
        action taken.

9.3     Specific Warranties

        Without prejudice to any other provision of this Condition, the
        Contractor warrants and undertakes to and with the Purchaser that:

        (a)     the Contractor will own all Equipment provided or sold to the
                Purchaser hereunder and that the Purchaser will acquire from the
                Contractor good title to all Equipment at the time when the
                Contractor has agreed to transfer title to the Purchaser, free
                and clear of all mortgages, charges, liens, encumbrances or
                third party interests, excluding title and ownership to the
                underlying intellectual property of the Contractor;

        (b)     each Component and Equipment will be compatible and integrate
                with every other Component referred to in Annex 2 and Annex 9,
                in accordance with the Technical Specifications;


                                       13

<PAGE>   19
                                                                       ANNEX 1

        (c)  the Equipment and each Component comply with applicable U.S.
             Health and Safety Laws and Regulations when properly used;

        (d)  It has and will carry out its obligations under the Contract
             promptly and with all due care and skill and has procured and 
             will procure that any Sub-contractor employed by it shall apply 
             the same level of promptness, care and skill;

        (e)  all Equipment supplied under the Contract will be new, other than
             Replacement Parts and Equipment repaired under this Condition and 
             returned to the Purchaser;

        (f)  all Services will be performed in a professional and workmanlike 
             manner.

9.4     Licenses

        The Purchaser shall be responsible for all import licenses and customs
        clearance for repaired or replaced Equipment Components provided by the
        Contractor hereunder. The Contractor shall be responsible for any U.S. 
        export licenses that may be required for repaired or replaced 
        Equipment or Components provided by the Contractor hereunder.

9.5     Ad Hoc Equipment Defect Repair Service

        In relation to Equipment for which the relevant Warranty Period has
        expired and in relation to defects which are not Design Defects or 
        Equipment Defects, the Contractor shall provide a service 
        substantially similar to the Equipment Defect Repair Service on an ad 
        hoc basis at the Contractor's then prevailing charges and applicable 
        conditions. The Purchaser shall pay for such charges plus shipping, 
        customs, import duties, handling and transportation and other costs, 
        taxes and levies related to the transactions.

9.6     Availability of Replacement Parts

        The Contractor shall have available Replacement Parts and facilities to
        enable it to repair, correct or replace each Component for the Term of 
        the Contract. Further, the Contractor shall have the items of 
        Replacement Parts identified in Annex 14 available immediately 
        following request for replacement in Singapore and Hong Kong.

9.7     Contractor's Disclaimer

        The warranties provided in this Condition constitute Contractor's
        liability for established defective or non conforming Equipment and



                                                                           14

<PAGE>   20
                                                                        ANNEX 1


        shall constitute the Purchaser's exclusive remedies therefor. These
        warranties are in lieu of all other warranties expressed or implied or
        statutory, including but not limited to, implied warranties of
        merchantability or fitness for a particular purpose.

9.8     Software Maintenance After Warranty Period

        Any time after the end of the Design Warranty period, the Purchaser may
        require the Contractor to provide Software maintenance support. The
        service will be provided by the Contractor for a twelve month period
        upon payment of the fee specified in Annex 9 and shall include but not
        limited to the following services:

        (a)     Corrections of defects in the Purchaser's current version of
                Software so that the Software will operate as required in the
                Technical Specifications.

        (b)     Periodic updates of the Software that may incorporate (i)
                corrections of any substantial defects as may be identified by
                Purchaser, the Contractor or other customers of the Contractor,
                (ii) fixes of any bugs defects as may be identified by
                Purchaser, the Contractor or other customers of the Contractor,
                and (iii) at the sole discretion of the Contractor, enhancements
                to the Software.

        (c)     Maintenance of the Contractor's facilities of a test version,
                including a test data base, for the most recent version of the
                Purchaser's Software.

        (d)     Costs of labour for all on-site support.

        The service does not cover:

        1.      Enhancements or upgrades that are offered by the Contractor in
                accordance with Annexes 9 and 10 of the Contract.

        2.      Custom programming services.

        3.      Reasonably incurred travelling and living expenses for on-site
                support.

        4.      Hardware and related supplies.

        These excluded services shall be available to the Purchaser upon request
        and subject to a separate price, as will be provided by the Contractor
        upon request from the Purchaser.


                                                                              15

<PAGE>   21

                In the event that the Purchaser discontinues and then desires
                to  resume these Software Maintenance support services, the 
                Purchaser shall be required to pay the total maintenance fees 
                for the discontinued period plus the required fee set out in 
                Annex 9 for such services for a period of twelve months prior 
                to commencement of services.

                For the avoidance of doubt, any defect notified prior to 
                expiration of the relevant Warranty Period shall be rectified 
                under the terms of the relevant Warranty set out in this 
                Condition 9 and not under Condition 9.8.

10.             LOCAL FACILITIES AND SERVICES/COMPLIANCE WITH LOCAL
                LAWS/LICENCES, APPROVALS AND PERMITS

10.1            Responsibility of Contractor

                For the avoidance of doubt, the Contractor shall be responsible
                at its own cost for the following:

                (a)     all locally engaged skilled and unskilled personnel
                        required for the delivery, installation and
                        commissioning (as the case may be) of any Components or
                        any of the Equipment, including without limitation,
                        electricians, wiremen, labourers, tradesman, artisans
                        and translators;

                (b)     any work and/or entry permits, licences, visas, etc.
                        necessary for personnel employed or temporarily engaged
                        by the Contractor (and provided that the Purchaser shall
                        render assistance reasonably requested by the Contractor
                        in relation to such permits, licences and visas);

                (c)     customs and/or excise duties on tools and personal
                        effects of the Contractor's personnel;

                (d)     medical facilities as may be necessary; and

                (e)     telephone calls, telegrams and telex messages.

10.2            Taxes etc.

                The Purchaser shall not be responsible for any tax assessed on
                wages paid to the Contractor's personnel or the personnel of any
                Sub-Contractor.



                                       16


<PAGE>   22
11.             TERMS OF PAYMENT

11.1            General

11.1.1          Contract Price

                The Purchaser shall pay the Contract Price to the Contractor in
                the instalments specified in Annex 3, Delivery and Payment
                Schedule by two methods: 1) a down payment made via wire
                transfer to the account specified in Condition 11.6 within 30
                days of the execution date of this Contract, and 2) remaining
                payments to be made in accordance with the provisions of the
                Contract and the Letter of Credit.

11.1.2          Further Purchase

                The Purchaser shall pay the prices determined under Condition 16
                for Further Purchase Products acquired by the Purchaser in
                accordance with Annex 10, Further Purchase Delivery and Payment
                Schedules, as follows:
            
                1.  For purchases less than US $100,000 payment shall be made 
                via wire transfer to the bank account specified in Condition 
                11.6 within thirty (30) Business Days after shipment and 
                receipt of the appropriate invoice from the Contractor, 
                provided that outstanding payments due for cash purchases do 
                not exceed US $100,000.

                2.  For purchases of more than US $100,000 a down payment shall 
                be made via wire transfer to the account specified in Condition
                11.6 within fourteen (14) Business Days of receipt of the
                applicable Purchase Order and the remaining payments to be paid
                by letter of credit in accordance with Condition 25.3. Alternate
                payment provisions may be mutually agreed to between the
                Purchaser and the Contractor for any Further Purchases
                throughout the Term of the Contract.

11.2            Certificates

                In relation to the instalments provided for in the Delivery and
                Payment Schedule which are subject to the issue by the Purchaser
                of a certificate, such instalments shall not be required to be
                paid unless and until the Purchaser has granted to the
                Contractor the relevant certificate.

11.3            Services


                                                                             17

<PAGE>   23
        Payment for Services shall be made via wire transfer within thirty (30)
        days after submission of both the required certificate of completion and
        an invoice for the Services by the Contractor.

11.4    Payment Requirements

        An amount payable by the Purchaser shall only be required to be paid
        with respect to any Equipment or Service if:

        (i)     each item of Equipment or Service so delivered or performed is
                priced in accordance with the Contract;

        (ii)    where relevant, the applicable Certificate has been issued; and

        (iii)   in respect of Further Purchases, the Contractor has supplied to
                the Purchaser shipping and other freight and delivery documents
                and any other documentation for payment required under letters
                of credit issued under Condition 25.3.

11.5    Deductions

        Any damages, losses, costs, charges and expenses which the Contractor
        may from time to time be liable under the Conditions of the Contract to
        pay to the Purchaser by means of Purchaser's election to claim
        liquidated damages in accordance with Condition 19. or under an arbitral
        award or any judgement of the Court, may be deducted by the Purchaser
        from any moneys that may be or become due to the Contractor or, at the
        option of the Purchaser, (and without limiting the Purchaser's other
        rights to recover under the Performance Bond) recovered under the
        Performance Bond. If the moneys so due is more than the aggregate amount
        then secured by the Performance Bond or the amount due to the Contractor
        the excess shall be a debt due by the Contractor to the Purchaser and
        may be recovered by the Purchaser from the Contractor. 

11.6    Cash Payments

        Payments due via wire transfer shall be made in US Dollars and to the
        following bank account:

        Union Bank
        530 "B" Street
        San Diego, California, 92101-4407
        USA
        ACH Coordinator Name Telephone: Sharon L. Slofkosky, 619-230-3761

                                                                             18
                                       


<PAGE>   24
        9-digit Routing Transit Number: 122000496
        Depositor Account Title: ViaSat General Account
        Depositor Account Number: 4000142622

        Any overdue payments shall be subject to a late payment charge of one
        and one-half (1-1/2%) per month, or the legal maximum, whichever is
        less, plus reasonable collection charges including legal fees.

12.     CUSTOMS DUTY AND SALES TAX

12.1    Purchaser's Liability

        Subject to Condition 12.2, the Purchaser shall be liable for all customs
        duty, import duties, taxes and similar levies payable with respect to
        the importation of any Equipment into any country into which the
        Equipment is imported after being shipped by the Contractor.

12.2    Contractor's Liability

        The Contractor shall ship Equipment to such country or countries as may
        be nominated by the Purchaser. Except in relation to Further Purchase
        Products, the Contractor shall at the Contractor's own cost provide
        warehouse facilities for Equipment until shipment.

        The Contractor shall be liable with respect to any customs duty, import
        duties and similar levies and any relevant fines or penalties, payable
        with respect to or caused as a result of:

        (a)  the importation of any Equipment into any country not so nominated
             by the Purchaser;

        (b)  the re-export of Equipment from any such country; and

        (c)  the transhipment of Equipment through any country unless directed
             by the Purchaser.

12.3    Assistance

        The Contractor shall use its reasonable efforts to assist the Purchaser
        in minimising any duties payable, including, without limitation, by
        arranging for importation of Equipment by or through import agents with
        whom the Contractor has existing relationships.

12.4    Obligations of the Purchaser and the Contractor

        The Purchaser and the Contractor each agree not to export the Equipment
        directly or indirectly, except in compliance with all


                                                                              19

<PAGE>   25
        applicable U.S. export regulations. The parties will provide
        mutual assistance as required to comply with the said US
        export regulations and any necessary approvals, import licences 
        and similar permits and regulations.

        The Purchaser, more specifically, agrees that it will not export
        or re-export, directly or indirectly, Equipment or technical data
        provided hereunder, nor any product thereof, in any form including,
        but not limited to software, written, printed, verbal, telephonic,
        fax or electronic communication, to the countries listed herein to
        which export is restricted by the United States law or regulations
        without the prior written consent, if required, of appropriate
        United States government agencies including the office of Export
        Administration, Department of Commerce: North Korea, Cuba and
        Libya. This list may be adjusted by the Contractor from time to
        time as may be required by United States law and shall be 
        provided to the Customer accordingly.

        No product or technical data provided under this Agreement shall be
        used either directly or indirectly in any nuclear activity nor the
        design, development, production, stockpiling, transportation or use
        of nuclear, biological or chemical weapons or missiles nor in any
        facility engaged in such activities without prior written 
        authorisation from the U.S. Government and the Contractor. This
        Agreement is conditioned upon the obtaining and the continuing
        validity of all necessary United States of America governmental
        approvals including but not limited to export licences and no
        transaction shall be required by the Purchaser hereunder without
        such approvals.

        The Contractor shall obtain all export licences or approvals
        required to export the Equipment and deliver it to the Purchaser.

13.     PERFORMANCE BOND       

13.1    Provisions

        The Contractor shall, at its sold cost, provide to the Purchaser the 
        Performance Bond issued by a first class international insurance 
        company or bank approved by the Purchaser. The Contractor shall 
        submit the Performance Bond to the insurance company or bank as 
        aforesaid for processing immediately following the Date of Contract, 
        and shall procure that the Performance Bond is delivered to the 
        Purchaser within 14 Business Days after the Date of Contract. The 
        Performance Bond shall be in an amount equal to 20% of the full 
        amount of the Contract Price. The required form of the Performance 
        is specified in Annex II.

                                                                           20

<PAGE>   26
13.2    Security

        The Performance Bond shall secure the Contractor's performance of its
        obligations under the Contract. It may be applied by the Purchaser in
        whole or in part, at the Purchaser's sole option, towards satisfying the
        Purchaser's claims, actions, damages, costs, losses and/or any expenses
        whatsoever under an arbitral award or any judgement of the Court or
        under Condition 19 or 23 of the Contract and sustained by the Purchaser
        in connection with any breach by the Contractor by means of a delay in
        meeting a Milestone Date. The Purchaser shall not draw down on the
        Performance Bond for any other purpose. Save as required by law, the 
        Purchaser shall not, however, be precluded from pursuing any other 
        remedies it may have in respect of such breach, provided however, that
        any amount received by the Purchaser under the Performance Bond shall be
        deducted from any recovery claimed by the Purchaser in respect of that
        breach.

13.3    Period

        The Performance Bond shall take effect upon and from the Date of
        Contract. The Performance Bond shall remain valid at least until
        fourteen (14) Business Days after the System Acceptance Date for Phase
        3.

13.4    Assignment

        No permitted assignment by the Purchaser of all or part of its rights,
        benefits or obligations under the Contract shall in any way prejudice
        the operation of the Performance Bond. The Contractor shall procure that
        it is a term of the Performance Bond that a permitted assignment by the
        Purchaser shall not release or otherwise exonerate the issuer of the
        Performance Bond.

13.5    The Purchaser shall notify the Contractor by facsimile no later than 10
        Business Days prior to drawing on the proceeds of the Performance Bond
        of its intention to draw, the amount to be drawn and the reason for
        the drawing, and provide the Contractor a reasonable amount of time to
        cure the defect before completing the drawing.

14.     INTELLECTUAL PROPERTY RIGHTS AND ROYALTIES
        ------------------------------------------

14.1    Price Inclusive

        The Contract Price shall include all amounts payable (including,
        without limitation, royalties and license fees) for rights or 
        interests



                                                                           21


<PAGE>   27
        conferred under the Contract in relation to Intellectual Property
        Rights or in respect of the Equipment or Contractor Documentation.

14.2    Rights of Contractor

        All Intellectual Property Rights in the Equipment and Contractor
        Documentation shall remain vested in the Contractor or its
        licensers, as the case may be.

14.3    Royalty Free Licence

        The Contractor hereby grants to Purchaser a royalty-free, perpetual,
        non-exclusive, irrevocable, world-wide licence in the Intellectual
        Property Rights in the Equipment and Contractor Documentation in so
        far as necessary to enable the Purchaser only to:

        (a)     use the Equipment and Contractor Documentation or
                distribute to end users in accordance with the Contract; and

        (b)     duplicate any Contractor Documentation in accordance with
                the Scope of Works.

        PROVIDED THAT the above license may be revocable at the option of the
        Contractor to the extent to which the license relates to Equipment
        and related Contractor Documentation upon and from the date upon which
        such Equipment is required to be returned to the Contractor upon
        termination of the Contract.

        Where any license is necessary from a third party to enable the 
        Contractor to grant the above license to Purchaser, the Contractor
        shall obtain such licence from the third party at its own expense.

14.4    Software

        Software License

        (a)     Purchaser's license.  The Software is provided to the
        Purchaser only in object code form. The Purchaser has no rights
        to Source Code or non-executable code except that in the event
        Contractor is unable to perform a material Software support obligation 
        under the Contract due to insolvency the Contractor shall, at the 
        option of the Purchaser, furnish the Source Code, subject to a royalty 
        free Source Code license agreement for the sole purpose of continuing 
        to maintain or to have maintained the Equipment and the Network 
        without interruption for the period during which Contractor is unable 
        to perform the said support obligation.

                                                                           22



<PAGE>   28
The Purchaser agrees that it will use the Software only as authorised herein,
that it will not copy or modify the Software, that it will not decompile,
disassemble, translate or reverse engineer the Software, and that it will
retain all proprietary and copyright notices of Contractor and its licensors in
the Software and any copies thereof. The Purchaser agrees to maintain the
Software in confidence and not disclose the Software to third parties except as
permitted herein or to employees who have need to know and to use the Software
only as permitted.

(b)     End User Licenses       The Purchaser may distribute the Software only
to its authorised end user customers pursuant to end user license agreements
enforceable under applicable laws. Such end user licenses shall include
provisions which prohibit use of the Software other than by authorised users
with the Equipment with which the Software were provided, ensure that the
Contractor has no liability to the licensee and afford protection for the
Contractor's intellectual property rights which are no less protective than
those imposed on the Purchaser under paragraphs (a) and (c) herein.

The Purchaser shall be responsible for ensuring that when local law is applied
to end user licenses, that Contractor and its licensors shall be protected to
the maximum extent permissible by local law.

(c)     The licenses hereunder are not a sale of the Software or any rights
thereto and convey no right or interest to the licensee other than a right to
use the Software as provided herein. Copyright to, title in, ownership of, and
all rights associated with the Software shall remain vested in the Contractor
and its licensors.

(d)     Nothing herein shall prohibit a licensee from achieving
interoperability of the Software with its operating environment to the extent
the licensee has such right under Articles 5 and 6 of the European Community
Council Software Directive of May 14, 1991. The Contractor shall provide the
Purchaser with reasonable information and assistance to achieve such
interoperability.

(e)     The parties acknowledge that third party software may be included as
part of the Software delivered to the Purchaser hereunder and the Purchaser
agrees that it will not unreasonably withhold its approval of any sublicense
terms and conditions that may be required by such third party software
suppliers.

(f)     The Control Hubs (as defined in the Scope of Works) utilises Microsoft
Windows NT as its operational software. By acceptance and use of the Control
Hubs as defined in the Scope of Works; the Purchaser agrees to comply with all
of the terms of the Microsoft Windows NT Licensing Agreement (current version
at the time of 


                                                                           23


<PAGE>   29
        acceptance of individual Starwire NCS) including the requirement to
        obtain client access licenses if so required under the terms of the
        Microsoft Windows NT Licensing Agreement. Furthermore, the Purchaser
        agrees to transfer the Microsoft licensing agreement to its sublicensees
        and include in all sub-license agreements a provision identical to the
        provision stated herein regarding compliance with the Microsoft
        licensing agreement. Individual Microsoft licensing agreements shall be
        provided by the Contractor with each of the Control Hubs.

        (g)     The Software licenses granted hereunder to the Purchaser may
        only be terminated by the Contractor if the Purchaser has been in breach
        of Condition 14.3 or 14.4 and has failed to remedy the default within 90
        days of written notice from the Contractor requiring the Purchaser to
        remedy the breach. In the event that a sublicensee fails to observe any
        term or condition of the sublicense the license to the Purchaser
        hereunder shall not be terminated provided that the Purchaser:

        (1)     takes reasonable steps to enforce the terms and conditions of
                the sublicense;

        (2)     timely notifies Contractor of the sublicensee's breach;

        (3)     if requested by the Contractor assigns its rights of enforcement
                against the sublicensee to Contractor;

        (4)     pays to the Contractor the applicable price hereunder for each
                unauthorised copy of the Software which may be made in
                connection with such breach.

        Upon termination the Purchaser must immediately return all Software and
        copies, in whatever form, to the Contractor. In the event of a breach,
        Contractor or its suppliers are entitled to injunctive relief, in
        addition to any other remedies available, it being acknowledged that
        legal remedies are inadequate. The Purchaser's obligations with respect
        to the Software will survive any termination or expiration of the
        Contract.

14.5    Software Warranties

        In addition to warranties contained in Condition 9, the Contractor
        further warrants that:

        (a)     the Contractor or the supplier to the Contractor of any part
                of the Software not owned by the Contractor (as the case may 
                require) is the beneficial owner of all right, title and 
                interest in and to the Software and all Intellectual Property
                rights


                                                                             24


<PAGE>   30
        subsisting in and relating to the Software, free and clear of all third
        party interests; 

(b)     the Contractor has the full authority to sub-license any part of the
        Software not owned by it to the Purchaser and its permitted assigns,
        transferees, operators and lessees of the Equipment in accordance with
        and on the terms of the Contract;

(c)     the entry into and performance of the licence or the sub-licensing or
        other assignment or transfer as authorised by the licence will not
        breach any agreement, understanding or arrangement to which the
        Contractor or the supplier to the Contractor of any part of the Software
        is a party;

(d)     the sub-licenses of the Software not owned by the Contractor hereunder
        shall survive any termination of any agreement between the Contractor
        and suppliers to the Contractor of such Software;

(e)     the Contractor has the full right and authority and has obtained all
        necessary consents required to permit it to deliver the Contractor
        Documentation relating to the Contractor Licensed Software to the
        Purchaser;

(f)     The License to use, and use of the Software by the Purchaser or any
        permitted assignee, transferee, operator or lessee in accordance with
        the licence granted by the Contractor does not, to the Contractor's best
        knowledge, constitute an infringement or other violation of any
        copyright, trademark, or patent of any third party;

(g)     Neither the Contractor nor any Sub-Contractor are or will be in breach
        of any agreement, arrangement or understanding with any third party, or
        with each other, in any way which would constitute a breach of the
        Contractor's obligations hereunder to the Purchaser, its customers or
        permitted assigns or users of the Equipment.

The Contractor also represents and warrants to and undertakes with the
Purchaser that the foregoing representations and warranties will be true and
accurate throughout the continuance of the Contract with reference to the facts
and circumstances subsisting from time to time.

14.6    Consents

        The Contractor warrants that it has all Intellectual Property Rights
        necessary to enable the Contractor to meet it obligations under the 
        Contract.




                                                                         25

<PAGE>   31
                                                                        ANNEX 1
                                                                        -------

14.7    Firmware
        --------

        The Contractor warrants that no license, approval or other right to use
        the firmware embodied in the Equipment is required to be obtained by any
        user of the Equipment or a Component provided that the end user
        sublicences are entered into in accordance with Condition 14.4(B).

14.8    Right to Use and Copy Documentation
        -----------------------------------

        The copyrights, patents and other intellectual property rights relating
        to any drawings and specifications and data issued by the Contractor in
        connection with any Contractor Documentation shall remain the property
        of the Contractor, but the Purchaser shall be entitled for all
        reasonable purposes in connection with the Contract to a royalty-free
        license to use such Contractor Documentation in connection with the
        Contract subject to Condition 14.3. The Purchaser may make copies of the
        Contractor Documentation provided that in the case of Contractor
        Documentation or parts thereof (as applicable) specified as sensitive in
        the Scope of Works, the Purchaser, its agents, consultants, employees
        and contractors shall not distribute any copies of such Contractor
        Documentation outside of their organisations except pursuant to
        Conditions 27 and 32.2. The Contractor shall not be responsible for any
        modification or translation of the Contractor Documentation made by the
        Purchaser without the express prior written consent of the Contractor.

15.     TRADEMARKS
        ----------

15.1    Manufacturer Details
        --------------------

        Subject to Condition 15.2 and except as directed by the Purchaser, all
        Equipment (other than Software) shall bear the manufacturer's nameplate,
        giving the manufacturer's name, the serial and model number and the date
        of manufacture, provided that copyright notices on Software shall not be
        deleted.

 
15.2    Purchaser Trademarks
        --------------------

        If requested by the Purchaser, the Contractor shall manufacture
        Equipment bearing the trademark, tradenames and/or logo nominated by the
        Purchaser. The Contractor shall be entitled to reasonable additional
        compensation in respect thereof.

                                                                              26



<PAGE>   32
15.3    Contractor Trade Names
        ----------------------

        Subject to Condition 15.2, the Contractor may affix its trade name,
        service marks or trademarks, now owned or hereafter acquired by the
        Contractor to any of the Equipment. The Purchaser agrees not to apply
        for registration of any trademarks used by the Contractor from time to
        time. The Contractor grants the Purchaser a non-exclusive and
        royalty-free licence to use the Contractor's trademarks solely for the
        purposes of the Contract during the Term thereof and in a manner
        pre-approved in writing by the Contractor. The Contractor agrees that
        the Purchaser may in their publications refer to "ViaSat, Inc" being 
        the supplier of the Equipment. No prior approval from the Contractor is 
        required in connection with such use.

16.     *****************

16.1    *****

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

        (a)     **************************************

                ************************** 
                (i)  ********************************************************
                     ********************************************** 

                (ii) ********************************************************
                     ************************************************** 

        (b)     *************************************************************
                ********************************************************* 

                (i)  ********************************************************
                     ********************************************************
                     ********************************************************
                     **************   

                        (a) *************************************************
                            *********************************************** 

                        (b) *************************************************
                            *************************************************
                            *************************************************
                            ********************** 


                       *CONFIDENTIAL TREATMENT REQUESTED


                                                                              27
   
  

<PAGE>   33
                                       **************************************
                                       **********
                                       **************************************
                                       **************************************
                                       **************************************
                                       ******** 

                               (ii) *****************************************
                                    *****************************************
                                    ************************************

                                (a) *****************************************
                                    *****************************************
                                    **************
    
                                (b) *****************************************
                                    *****************************************
                                    **************

                                (c) *****************************************
                                    *****************************************
                                    *****************************************
                                    **********************

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

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

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

16.3    ****************************************************************

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

* CONFIDENTIAL TREATMENT REQUESTED

                                                                            28


<PAGE>   34
        ********************************************************************** 
        ********************************************************************** 
        ********************************************************************** 
        ********************************************************************** 
        **************************

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

16.4    **************************

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

16.5    **********************************************************************
        ********************************************************************** 
        ********************************************************************** 
        ********************************************************************** 
        **********

16.6    **********************************************************************
        ********************************************************************** 
        ********************************************************************** 
        ****************************************

17.     CONTRACT AMENDMENTS

17.1    Purchaser May Propose

        The Purchaser shall have the right at any time to propose amendments to
        any of the provisions of the Contract or any other instructions or
        course of action being followed by the Contractor in accordance with the
        terms of the Contract. The Purchaser shall provide the Contractor with
        full written particulars of any such amendment proposed by it.

                      [*] CONFIDENTIAL TREATMENT REQUESTED

                                                                              29

<PAGE>   35
17.2    Quotation

        Within 7 Business Days of receipt of notice of an amendment given by the
        Purchaser pursuant to Condition 17.1 and in respect of any amendment
        proposed by the Contractor, the Contractor shall submit to the Purchaser
        a full written quotation specifying the form or likely form that the
        proposed amendment will take, any consequential changes (including but
        not limited to any change to the Implementation Plan and Milestone
        Dates) which in the Contractor's reasonable opinion will be required to
        be made to the Contract, or any work which has come or is due to come
        into being under it and any additional costs. Upon receipt of such
        quotation the Purchaser may elect:

        (a)  to accept such quotation in which case the Contract shall be
             amended accordingly forthwith by written agreement signed by the
             Purchaser and the Contractor;

        (b)  to withdraw its proposed amendment or refuse to accept the
             amendment proposed by the Contractor in which case the Contract
             will continue in force unchanged; or

        (c)  to discuss such quotation with the Contractor and to agree a
             further or revised quotation, in which case the Contract shall be
             amended accordingly forthwith by written agreement signed by the
             Purchaser and the Contractor. 

17.3    Defect or Deficiency

        For the avoidance of doubt, the cost of any amendments or variations
        required by reason of any defect or deficiency in any Design or
        Documentation or any Equipment or Software made or provided by the
        Contractor shall be borne solely by the Contractor.

17.4    Disposition

        If the cost of any Equipment made obsolete or redundant as a result of
        an amendment made pursuant to Condition 17.2 is included in the
        Contractor's quotation, the Purchaser shall have the right to prescribe
        the manner of disposition of such Equipment or Component and to receive
        any proceeds arising therefrom and the Contractor shall pay those
        proceeds as directed by the Purchaser.


18.     LIABILITY


                                                                             30


<PAGE>   36
18.1            Each party shall be liable for, and shall indemnify the other
                party and hold the other party harmless against any and all
                claims, demands, actions, liabilities, losses, costs and
                expenses whatsoever and howsoever arising under any statute or
                at common law incurred or suffered by the other party in respect
                of personal injury to and/or death of any person or in respect
                of movable and immovable property arising out of its wilful
                misconduct or negligent act or omission, whether or not in the
                course of or caused by the performance of the Contract.

 18.2           Product Liability

                Notwithstanding Conditions 18.1 or any other provision of the
                Contract, the Contractor shall be liable for and shall indemnify
                the Purchaser, and hold the Purchaser harmless against, any and
                all claims, demands, actions, liabilities, losses, costs and
                expenses for which the Purchaser is required to be responsible
                at law on a claim by employee, contractor, lessee, customer,
                permitted assign or third party whatsoever and howsoever arising
                out of physical injury to person or property caused by the use
                or operation of any Equipment by the Purchaser, a Subscriber,
                permitted assign or authorised user to the extent not caused by
                any wilful misconduct or negligent act or omission of the
                Purchaser, a Subscriber or any other person (other than the
                Contractor or its sub-contractor and other than any such act or
                omission occurring prior to shipment to the Purchaser).

18.3            Acknowledgement by Contractor

                Subject to Condition 32.8, the Contractor acknowledges that the
                operation of all or part of the Equipment may be undertaken by
                assignees, licensees, or sub-licensees from the Purchaser of all
                or part of the benefit of the Contract and that all or part of
                the Equipment may be used by third parties under lease, licence
                or other similar arrangements from the Purchaser, subject to the
                terms hereof.

18.4            Insurance

                The Contractor shall provide to the Purchaser evidence
                satisfactory to the Purchaser of the maintenance by the
                Contractor of sufficient insurance against any liabilities of
                the Contractor under this Condition 18 and Condition 20. If the
                Contractor shall fail to effect any insurance required under
                this Condition 18.4 and Condition 20 or pay any insurance
                premiums in respect thereof, the Purchaser shall be entitled to
                effect such insurance or pay such insurance premiums and the
                Contractor shall repay to the Purchaser on demand all money
                expended by the purchaser in so doing, together with interest at
                the rate of one and a half (1-1/2%) per month.

18.5            Efforts to minimise liability



                                                                             31


<PAGE>   37
        In consideration of the Contractor acceptance the liability provisions
        of the Contract, the Purchaser agrees to take all necessary steps by
        contract, notices, warnings or otherwise to minimise the liability of
        the Purchaser and the Contractor.

18.6    Limitation of Liability

        Under no circumstances shall the a party be liable for any special,
        indirect or consequential damages including, but not limited to, loss of
        profit, loss of use, loss of revenues or damages to business or
        reputation arising from the performance or non-performance of any aspect
        of the Contract. In no event shall a party's liability to the other
        party for any reason exceed an amount equal to two (2) times the
        Contract Price. Notwithstanding the foregoing either Party shall be
        entitled to pursue an action for an injunction or to compel specific
        performance or for other equitable relief.

19.     LIQUIDATED DAMAGES FOR DELAY PRIOR TO COMPLETION OF PHASE 3

19.1    Excusable Delays

        If by reason of any of the following events ("events of excusable
        delay"):
     
        (a)     damage in transit occurring to any Equipment not caused by the
                inadequacy of the Contractor's packing or other fault of the
                Contractor, causing delay to the delivery of that Equipment
                under the Contract, or delay in the completion of any part of
                the Works affected thereby;

        (b)     Force Majeure, causing delay to the Contractor in the completion
                of any part of the Works; or

        (c)     a delay in obtaining customs clearance for any Equipment through
                no fault of the Contractor;

        (d)     any delay in respect of a Milestone Date which follows from a
                delay in respect of a previous Milestone Date for which
                liquidated damages have been paid;

        (e)     failure of Purchaser to obtain relevant permissions or approval
                for transmission from the relevant satellite operator(s) or
                governmental authorities, due to reasons other than default of
                the Contractor.

        then, provided that the Contractor shall have used and shall continue to
        use reasonable endeavours to avoid and minimise the delay, and


                                                                        32

<PAGE>   38

      provided that the Contractor shall within 7 days of becoming aware of the
      relevant event have given to the Purchaser notice of the claim for the
      event and shall have supplied the Purchaser with full particulars of the
      extension to which it considers itself entitled, the Purchaser shall on
      receipt of such notice and particulars grant to the Contractor in writing
      either prospectively or retrospectively, a day to day extension of the
      Milestone Date relevant to that part of the Work reasonably affected by
      the event of excusable delay provided that such extensions shall in no
      event exceed the period of delay caused by the event of excusable delay.

      If the Contractor gives such a notice it shall from the date of notice
      comply with all reasonable instructions the Purchaser may give to minimise
      any actual or anticipated delay.

19.3  No Extension

      The Contractor shall not be entitled to any extension of a Milestone Date
      relating to Design Reviews, Factory Acceptance Tests or System Acceptance
      Tests:

      (a)  to the extent the delay is caused by the Contractor having failed to
           complete any delivery or installation of any Equipment or Component
           or the provision of any Services or failed to comply with any of the
           other provisions of the Contract through no fault of the Purchaser;

      (b)  to the extent the delay is caused by any default, negligence or
           breach of duty (statutory or otherwise) by the Contractor,
           Sub-contractors, or other persons for whom the Contractor is
           responsible.

19.4  Liquidated Damages

      Subject to any extension granted by the Purchaser in accordance with
      Condition 19.1, if the Contractor fails to complete any material part of
      the Works before the relevant Milestone Date, the Contractor shall pay to
      the Purchaser liquidated damages in the amount set out in the Delivery and
      Payment Schedule, subject to such caps as specified therein.

19.5  Limit

      The aggregate amount of all the Contractor's liability for liquidated
      damages for delay under the Contract shall not exceed 20% of the Contract
      Price. The Contractor acknowledges such damages would not be a penalty.

                                                                              33

<PAGE>   39
19.6    No Limitation

        Payment of damages by the Contractor pursuant to Condition 19.4 shall
        not (a) relieve the Contractor from any of its other obligations under
        the Contract; (b) be limited by conditions as to the payment of damages
        by the Contractor set out elsewhere in the Contract; (c) limit damages
        otherwise payable by the Contractor under the Contract.

20.     TITLE RISK AND INSURANCE

20.1    Notwithstanding Conditions 22 and 23 on Termination, absolute and
        exclusive right, title and interest to Equipment, (but excluding the
        relevant Software) shall pass to the Purchaser:

        (a) in the case of Equipment comprised within Phase 1, Phase 2 and
            Phase 3, upon payment by the Purchaser of the Milestone Payment
            relating to the relevant System Acceptance Date;

        (b) in the case of any other Equipment, upon payment by the Purchaser.

20.2    Risk

        Without prejudice to Condition 20.1, the Contractor shall have full
        responsibility for and risk of all Equipment.

        (a) in the case of Equipment and Components comprised within each Phase
            until the relevant System Acceptance Date;

        (b) in the case of any other Equipment or Component, upon delivery to a
            designated carrier by the Contractor in accordance with the
            Contract.

        The Contractor shall, at its sole cost;

        (c) for the Term of the Contract, insure, and maintain insurance:
            
            (i)  for the Equipment, the Software and each Component against
                 loss or damage to the extent;

                 (1)  caused by the Contractor or its agents; or

                 (2)  occurring whilst the Equipment or Component is in the
                      possession or control of the Contractor;

                 in the amount of the full replacement value; and



                                                                            34


<PAGE>   40

                (ii)    against third party liability for a minimum amount of
                        US$5 million; and

                (iii)   against product liability for a minimum amount of
                        US$5 million.

        (d)     insure and maintain insurance Erection All-Risks insurance
                policies for the Equipment and each Component comprised within 
                each Phase until the relevant System Acceptance Date for the 
                full replacement value thereof.

        (e)     insure and effect marine insurance for the Equipment and each
                Component for any transit from the Contractor's premises to any
                Site for its CIF value. The terms of such insurance shall
                include:

                (i)     if transit is by air:-
                        - Institute Cargo Clauses (Air) (Excluding sending by
                          post) CL 259
                        - Institute Strikes Clauses (Air Cargo) CL 260
                        - Institute War Clauses (Air Cargo) CL 258

                (ii)    if transit is by sea:-
                        - Institute Cargo Clauses (A)
                        - Institute Strikes Clauses (Cargo) CL 256
                        - Institute War Clauses (Cargo) CL 255

        (f)     effect and maintain the insurances that are provided for by the
                laws in the country in which works are performed as insurances
                required of the Contractor.

        The Purchaser shall be named in each such insurance policy as an
additional insured thereunder in respect of its rights and interest.

20.3    Insurance Companies

        The Contractor shall be required to obtain the prior approval of the
        Purchaser for the insurance companies providing insurance and the terms
        of each insurance policy referred to in Condition 20.2. Without limiting
        the foregoing provisions, it shall be a condition of any such insurance
        policy that neither the Contractor nor the insurance company may cancel
        the policy without giving to the Purchaser not less than 30 days prior
        notice in writing.

20.4    Evidence

        The Contractor shall provide to the Purchaser a copy of an insurance
        certificate in order for the Purchaser to verify the coverage referred 
        to 


                                                                              35

<PAGE>   41
                                                                        ANNEX 1

      above and shall provide to the Purchaser evidence of timely payment of all
      premiums due in respect thereof.

20.5  Sub-Contractors

      To the extent required by law (statute or common law), each party shall be
      responsible for the acts or omissions of persons to whom such party
      sub-contracts, or allows to perform, any part of the Works and in the case
      of the Contractor this shall include responsibility for the acts or
      omissions of Sub-Contractors. 

20.6  Repair or Replacement

      In the event that the Purchaser discovers that damage to any Equipment for
      which the Contractor has installation responsibility as identified in
      Annex 2 has occurred whilst in transit, the Purchaser shall promptly
      notify the Contractor and follow the reasonable instructions of the
      Contractor as to whether the Equipment concerned, or any Component
      thereof, should be held by the Purchaser for repair by the Contractor, or
      returned to the Contractor for repair and / or replacement. The Purchaser
      shall give to the Contractor reasonable details of the damage discovered.
      Notwithstanding any actions taken under this Condition, the Contractor
      shall remain responsible for delivering Equipment or Components free of
      damage to the Purchaser by the relevant Milestone Date subject under the
      Contract, subject to excusable delays under Condition 19.2.

21.   PURCHASER'S PARTICIPATION

21.1  Right to Participate

      The Purchaser shall have the right to participate in all the Design Review
      procedures and Tests to be performed under the Contract. The Purchaser may
      also appoint a full time representative to work at the Contractor's
      offices representative for the purpose of such participation for the
      period commencing from the Date of Contract and ending on the Phase 3
      System Acceptance Date. The Contractor shall provide such Purchaser's
      representative with an office and office support. The Purchaser shall
      reimburse the Contractor for telephone calls and faxes made by its
      representative.

21.2  Contractor's Employees, etc.

      Any director, employee or agent of the Contractor assisting the Contractor
      in performance of its obligations hereunder shall remain the servant
      and/or agent and under the control of the Contractor. The Purchaser shall
      not be liable for any act or omission of such director, employee or agent
      but the Purchaser shall use proper care and skill in

                                                                              36

<PAGE>   42

        giving instructions to be carried out by such director, employee or
        agent.

21.3    Purchaser's Employees etc.

        Any director, employee or agent of the Purchaser participating in the
        Works shall remain the servant and/or agent and under the control of the
        Purchaser. The Contractor shall not be liable for any act or omission of
        such director, employee or agent but the Contractor shall use proper
        care and skill in giving instructions to be carried out by such
        director, employee or agent.

22.     TERMINATION OF CONTRACT BY THE CONTRACTOR

22.1    Termination for Breach

        If the Purchaser commits any material breach of or fails in any material
        respect to comply with and observe the provisions of the Contract and
        such breach or failure is not remedied within thirty (30) days of
        written notice by the Contractor to the Purchaser, the Contractor may,
        by giving notice in writing to the Purchaser, terminate the Contract
        PROVIDED THAT the Contractor shall not be entitled to terminate the
        Contract for breach of the Software license granted under Condition 14.4
        unless the Contractor becomes entitled to terminate such license in
        accordance with its terms.

22.2    Termination for Insolvency

        If the Purchaser takes or has taken or instituted against it any action
        or proceeding whether voluntary or compulsory which has as an object or
        may result in the winding up of the Purchaser (other than a voluntary
        winding up by members for the purpose of reconstruction or
        amalgamation), (other than an action or proceeding which is dismissed
        within 30 calendar days after it is brought or commenced) or is placed
        under official management or enters into a compromise or other
        arrangement with its creditors or any class of them or an administrative
        receiver or administrator or receiver is appointed to carry on its
        business or to take control or possession of any of its assets for the
        benefit of its creditors or any of them (or any analogous proceedings in
        any jurisdiction), then in any of these events the Contractor may, by
        giving notice in writing to the Purchaser, terminate the Contract.

22.3    Termination for Force Majeure

        Subject to Condition 22.4, and notwithstanding the provisions of
        Condition 20.2, if the conditions giving rise to an event of Force
        Majeure preventing performance by the Purchaser of its obligations under
        the Contract shall continue for more than 60 days, or if these
        conditions, once having ceased, shall recur so that the condition of
        Force Majeure continues



                                                                            37

<PAGE>   43



        for an aggregate of a 60 days in any six months period, the Contractor
        may forthwith terminate that part of the Contract which is affected by
        the Purchaser's inability to perform its obligations.

22.4    Conditions

        The Contractor shall not be entitled to terminate the Contract under
        Condition 22.2 or 22.3 unless it has given to the Purchaser not less
        than thirty (30) days prior written notice of its intention to terminate
        and has entered into good faith negotiations with the Purchaser for such
        Contract Amendments as may be required in order to achieve the
        Purchaser's requirements through means alternative to those affected by
        the Force Majeure. The Contractor shall, if requested by the Purchaser
        if any event of Force Majeure occurs, enter into good faith negotiations
        with the Purchaser to minimise the effects of the Force Majeure, or for
        such Contract Amendment as may reasonably overcome the impediments 
        caused by the Force Majeure.

22.5    No Other Right

        The Contractor shall not be entitled to terminate or abandon the
        Contract under any circumstances other than those specified in this
        Condition 22.

22.6    No Prejudice

        No action taken by the Contractor under this Condition 22 shall
        prejudice the right of the Contractor to recover from the Purchaser all
        sums that may then be due or become due to the Contract under or in
        relation to the Contract. Termination of the Contract under this
        Condition 32 shall without prejudice to any accrued rights of the
        parties up to the date of termination.

23.     TERMINATION OF THE CONTRACT BY THE PURCHASER

23.1    Termination Rights for Delay

        Prior to Phase 3 System Acceptance Date, the Purchaser may by notice in
        writing to the Contractor terminate the Contract forthwith:

        (a)     If the Contractor shall fail to complete "Proof of Critical
                Design #1" as referred to in the Scope of Works by its relevant
                Milestone Date;

        (b)     If the Contractor shall fail to complete the "Proof of Critical
                Design #2" as referred to in the Scope of Works by its relevant
                Milestone Date; or


                                                                             38

<PAGE>   44
        (c) If the Contractor shall fail to complete the following Milestones as
            referred to in the Scope of Works within 10 weeks of the relevant
            Milestone Dates specified in Annex 3:

            (1) Phase 1 Factory Acceptance

            (2) Phase 1 System Acceptance

            (3) Phase 2 System Acceptance
       
            (4) Phase 3 System Acceptance

        Provided that if the Purchaser shall have ordered any Further Purchase
        Products for delivery prior to Phase 2 System Acceptance Date the right
        to terminate the Contract shall cease after the successful completion of
        Phase 2 System Acceptance. If Purchaser is entitled to terminate under
        23.1 (a), (b) or (c) Purchaser must exercise the right to terminate by
        written notification to the Contractor within 5 Business Days of the
        event giving rise to the right of termination or the right to terminate
        will be deemed to be waived with respect to that event.

        Milestones Dates shall each be extended for the length of events of
        excusable delay (as listed in Condition 19.1) in accordance with
        Condition 19 or as otherwise may be provided for in the Contract.

23.2    Termination Rights for Default

        If the Contractor commits any material breach of or fails in any
        material respect to comply with and observe the provisions of the
        Contract other than non-delivery or delayed delivery of the Equipment
        and such breach or failure is not remedied within thirty (30) days of
        written notice by the Purchaser to the Contractor, then the Purchaser
        may, by giving notice in writing to the Contractor, terminate the
        Contract.

23.3    Termination for Insolvency etc.

        If the Contractor takes or has taken or instituted against it any action
        or proceeding whether voluntary or compulsory which has as an object or
        may result in the winding up of the Contractor (other than a voluntary
        winding up by members for the purpose of reconstruction or
        amalgamation), (other than in action or proceeding which is dismissed
        within 30 calendar days after it is brought or commenced) or is placed
        under official management or enters into a compromise or other
        arrangement with its creditors or any class of them or an administrative
        receiver or administrator or receiver is appointed to carry on its
        business or to take control or possession of any of its assets for the
        benefit of its creditors or any of them (or any analogous proceedings in
        any jurisdiction) 

                                                                            89

<PAGE>   45
        then in any of these events the Purchaser may, be giving notice in
        writing to the Contractor terminate the Contract.

23.4    Termination for Force Majeure affecting Purchaser

        Notwithstanding the provisions of Condition 19.1, if the conditions
        giving rise to an event of Force Majeure preventing performance by the
        Purchaser of its obligations shall continue for more than 60 days, or if
        these conditions, once having ceased, shall recur so that the condition
        of Force Majeure continues for an aggregate of 60 days in six months'
        period, the Purchaser may forthwith terminate either the Contract or the
        order for any or all the delayed Equipment, Software, or Components.

23.5    Termination for Force Majeure affecting Contractor

        Notwithstanding the provisions of Condition 19.1, if the conditions
        giving rise to an event of Force Majeure preventing performance by the
        Contractor shall continue for more than 60 days, or if these conditions,
        once having ceased, shall recur so that the condition of Force Majeure
        continues for an aggregate of 60 days in any six months  period, the
        Purchaser may forthwith terminate that part of the Contract which is
        affected by the Purchaser's inability to perform its obligations, or if
        Phase 3 System Acceptance Date has not yet occurred by that time, the
        Purchaser may forthwith elect to terminate the whole of the Contract.
        The Purchaser shall exercise its right to terminate no later than five
        (5) Business Days after the conditions resulting from any particular
        event of Force Majeure which prevents performance have ceased. If the
        Purchaser shall not so exercise its rights, the Purchaser shall be
        deemed to have waived its right to terminate either the Contract or that
        portion of the Contract so affected in respect of the particular event
        of Force Majeure.

23.6    No Prejudice

        No action taken by the Purchaser under this Condition 23 shall prejudice
        the right of the Purchaser to recover from the Contractor all sums of
        money that may then be due or become due to the Purchaser under or in
        relation to the Contract whether as liquidated damages or otherwise.

23.7    Conditions

        The Purchaser shall not be entitled to terminate all or part of the
        Contract under Condition 23.3 or 23.4 unless it has given to the
        Contractor not less than 30 days prior written notice of its intention
        to terminate and has entered into good faith negotiations with the
        Contractor for such Contract Amendments as may be required in order to
        achieve the requirements of the parties through means alternative to
        those affected by the Force Majeure. The Purchaser shall, if requested
        by the Contractor if an event of Force Majeure occurs, enter into good
        faith negotiations with the 

                                                                            40

<PAGE>   46
        Contractor to minimise the effects of the Force Majeure, or for such
        Contract Amendment as may be reasonably required to overcome the
        impediments caused by the Force Majeure.

23.8    Accrued Rights

        Termination of the Contract under the foregoing provisions of this
        Condition 22 or 23 shall be without prejudice to any accrued rights of
        the parties up to the date of termination.

24.     RIGHTS AND OBLIGATIONS OF THE PARTIES IN THE EVENT OF TERMINATION

24.1    Refunds, Payments and Return of Equipment upon termination for delay
        under Condition 23.1

        (a) Upon termination of the Contract under Conditions 23.1(a), 23.1(b)
            or 23.1(c), the Purchaser shall have the right to reject and return
            to the Purchaser all or part of the Equipment received under the
            Contract. The Purchaser shall by written notice to the Contractor
            notify the Contractor of the items of Equipment rejected ("Rejected
            Equipment"). The Contractor shall within 5 Business days of receipt
            of such notice open an irrevocable letter of credit in the favour of
            the Purchaser in an amount equal to all the moneys received for the
            Rejected Equipment (including Further Purchase Products, if
            delivered to the Purchaser of the date of termination, subject to
            Condition 24.1(d). The letter of credit shall be payable at sight
            upon presentation of shipping documentation by the Purchaser. The
            Contractor shall bear all costs of the letter of credit.

        (b) In the event of termination under condition 23.1(b), the Contract
            shall pay an additional sum being 10% of the Contract Price as
            liquidated damages to the Purchaser. This amount shall be added to
            the amount of the letter of credit required under Condition 24.1(a)
            herein.

        (c) The Purchaser shall return the Rejected Equipment using a carrier
            and packaging instructions of the Contractor's choice within fifteen
            (15) days of issuance of the letter of credit specified in Condition
            24.1(a) herein. Delivery Costs shall be reimbursed by the Contractor
            to the Purchaser.

        (d) Where Rejected Equipment includes Further Purchaser Products
            delivered to and fully paid for by the Purchaser, the Contractor
            shall only be required to refund to the Purchaser

                                                                              41

<PAGE>   47

                        50% of the purchase price for such Further Purchase
                        Products. If following the return of such Further
                        Purchase Products to the Contractor, the Contractor has
                        resold them to a third party, the Contractor shall
                        forthwith pay to the Purchaser 50% of the gross sale
                        proceeds. 

                (e)     Where Rejected Equipment includes Further Purchase
                        Products partly paid for and not yet delivered, the
                        order(s) for such Further Purchase Products shall be
                        deemed cancelled and the Contractor shall refund to the
                        Purchaser all monies received for such Further Purchase
                        Products. 

24.2            Termination under Condition 23.3 or 23.5 prior to completion of
                Phase 3

                If the Contract shall be terminated under Condition 22.3 or 23.5
                prior to the Phase 3 System Acceptance Date, the Purchaser shall
                have the right to elect either. 

                (1)  to keep all Equipment delivered under the Contract
                     provided that all the outstanding Milestone Payments and
                     the next Milestone Payment should have been/be made; or 

                (2)  to reject and return all or part of the Equipment for the
                     Contractor. The Contractor shall correspondingly refund to
                     the Purchaser all monies received by the Contractor in
                     respect of the rejected Equipment. 

24.3            Other Effect of Termination

                Notwithstanding any termination of the Contract, the parties
                shall continue to be liable thereafter with respect to the
                following Conditions: 

                (a)     Condition 9.2, to the extent of any completed Equipment
                        delivered by the Contractor prior to or after
                        termination; 
                
                (b)     Conditions 18, 19, 27, 29 and 30;

                (c)     this Condition;

                (d)     any other provision of the Contract expressed or by its
                        nature or intent is to continue after termination.

                Termination of the Contract shall also not affect the Software
                license, the Performance Bond and the Letter of Credit which
                shall remain valid and enforceable according to their terms
                unless and until terminated in accordance with their terms. 

                                                                        42

<PAGE>   48
        Termination of the Contract shall be without prejudice to the accrued
        rights of either party under the Contract as at termination (including,
        without limitation, liability of the Contractor under Condition 18), and
        where the Purchaser has the right to deduct any damages from any payment
        under the foregoing provisions, nothing herein shall prevent the 
        Purchaser separately claiming for other damages if it is permitted to do
        so under the Contract (subject always to Condition 18.6). Nothing in the
        foregoing provisions shall prevent either party from pursuing an order 
        of specific performance of the Contract at any time prior to 
        termination.
  
24.43   Warranty Service

        If requested by the Purchaser in the event of termination of the
        Contract for any reason except for termination under Condition 22.1 the
        Contractor shall negotiate in good faith for the provision by the
        Contractor of maintenance and support service with respect to the
        Equipment and Software after termination of the Contract, on reasonable
        terms.

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

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

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

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

                      [*] CONFIDENTIAL TREATMENT REQUESTED

                                                                             43

<PAGE>   49
        ********************************************************************
        ********************************************************************
        ********************************************************************
        ******************************************************************** 
        ********************************************************************
        ********************************************************************
        *******************************************        

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

        ********************************************************************
        ********************************************************************
        ********************************************************************
        ******************************************************************** 
        ********************************************************************
        ********************************************************************
        ********************************************************************
        ********************************************************************
        ********************************************************************
        *********
        
26.     ASSIGNMENT AND SUB-CONTRACTING

26.1    No Assignment by Sub-Contractor

        The Contractor shall not, without the written consent of the Purchaser
        first obtained assign, mortgage, charge or encumber or any
        obligation or benefit howsoever arising, or which may arise under
        the Contract except for any of the moneys due or becoming due under
        the Contract.

26.2    Sub-Contracts

        The Contractor shall only sub-contract all or part of the Works to a
        Sub-Contractor approved by the Purchaser, such approval not to be
        unreasonably withheld.

26.3    Assignment by Purchaser

        The Contractor agrees that the Purchaser shall have the right to assign
        any or all of its rights and benefits under the Contract to any
        company within the Hutchison Whampoa Group. The Contractor further
        agrees that the Purchaser shall have the right to assign any or all
        its rights and benefits under the Contract to any other third party
        with the prior written consent of the Contractor such consent not
        to be unreasonably withheld.

27.     CONFIDENTIALITY


                      *  CONFIDENTIAL TREATMENT REQUESTED

                                                                        44





<PAGE>   50
        The parties agree that the Reciprocal Non-Disclosure Agreement
        between the parties dated 11th January 1996 shall remain binding
        on the parties.

28.     NOTICE

28.1    Any notice or other communication required or permitted to be given
        by or pursuant to the Contract shall be sufficiently given if given
        in writing and delivered personally or sent by prepaid registered
        airmail post or telex or facsimile to the addresses of the parties
        specified in Condition 28.3 or to such other address or such other
        person as the party may from time to time notify to the other party
        in writing.

28.2    Any such notice or other communication issued in accordance with
        this Condition shall be deemed to have been received:

        (a)     if delivered personally, on the date of delivery;

        (b)     if sent by pre-paid post, ten (10) days after the date
                of posting unless actually received earlier;

        (c)     if sent by facsimile, upon receipt, if followed immediately
                by pre-paid registered airmail post; or

        (d)     if sent by telex, on receipt of the correct answerback code
                of the addressee at the end of the communication.

28.3    The addresses referred to in this Condition shall be:

        (a)     The Purchaser:
                Hutchison Corporate Access (HK) Limited
                Rm 1610, 16/F One Harbourfront
                22 Tak Fung Street
                Hunghom, Kowloon
                Hong Kong

                Fax No.:  (852) 2621 5696
                Contact:  Henry Au Yeung

        (b)     The Contractor:
                ViaSat, Inc.
                2290 Cosmos Court
                Carlsbad
                CA 92009-1585
                U.S.A.          

                Fax No.:  (619)4387310
                Contact:  Andy Paul


                                                                        45


    

<PAGE>   51
29.     APPLICABLE LAW

        The Contract shall be subject to, governed by and construed and take
        effect in all respects in accordance with the laws of England. The
        parties submit to the non-exclusive jurisdiction of courts exercising
        jurisdiction there.

30.     ARBITRATION

        If any dispute or difference of any kind whatsoever (a "Dispute") shall
        arise between the parties in connection with, or arising out of, the
        Contract, or the breach, termination or validity thereof and the Dispute
        cannot be settled by mutual discussions, the Dispute shall finally be
        settled by arbitration in accordance with the Rules of the London Court
        of International Arbitration, which Rules are deemed to be incorporated
        by reference herein. The place of arbitration shall be London, England.
        The language to be used in the arbitral proceedings shall be English.
        The arbitration tribunal (the "Tribunal") shall consist of three
        arbitrators. The Contractor and the Purchaser each shall appoint one
        arbitrator and the two arbitrators so appointed shall appoint the third
        arbitrator who shall act as the presiding arbitrator of the Tribunal.
        The award rendered shall apportion the costs of the arbitration, and
        may, in the discretion of the arbitrators, include provision for
        interest on late payments from the date such payments were required to
        be made. Any cash award shall be in US dollars and shall be paid
        promptly. The award rendered shall be in writing and shall set forth in
        reasonable detail the facts of the Dispute and the reasons for the
        Tribunal's decision. The parties to the Dispute undertake to implement
        the arbitration award. The award rendered in any arbitration commenced
        hereunder shall be final and binding upon the parties, and judgement
        thereon may be entered in any court having jurisdiction for its
        enforcement. The parties hereby renounce their right to appeal from the
        decision of the Tribunal and agree that no party to a Dispute shall
        appeal to any court from the decision of the Tribunal. In this regard,
        the parties hereto expressly agree to waive Section 641 of the Reglement
        op de Rechtsvordering and Article V(1) (a) and Article VI of the 1958
        New York Convention on the Recognition and Enforcement of Foreign
        Arbitral Awards, so that there shall be no appeal to any court from the
        decision of the Tribunal. In addition, the parties agree that no party
        except in conjunction with an action by either Party for an injunction
        or to compel specific performance or for other equitable relief shall
        have any right to commence or maintain any suit or legal proceeding
        concerning a Dispute hereunder until the Dispute has been determined in
        accordance with the arbitration procedure provided for herein and then
        only to

                 


<PAGE>   52
        enforce or facilitate the execution of the award rendered in such
        arbitration.

31.     ENGLISH LANGUAGE

        Except as otherwise specifically provided, all documents relating to the
        Contract or to the Works and all communications between the parties
        shall be in the English language.

32.     MISCELLANEOUS

32.1    ********************

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


32.2    ********************

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


        1.      ********************************************************
                ********************************************************
                ********************************************************
                ********************************************************
                ********************************************************

        2.      ********************************************************
                ********************************************************

                       * CONFIDENTIAL TREATMENT REQUESTED

                                                                             47

<PAGE>   53



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

32.3    *******************************************************    
        ***********

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

        1.      **********************************************************
                **********************************************************
                **********************************************************
                **********************************************************

        2.      **********************************************************
                **********************************************************
                **********************************************************
                **********************************************************


32.4    No Waiver

        No failure or delay by either party in exercising any right, power or
        remedy under the Contract against the other party shall operate as a
        waiver thereof, nor shall any single or partial exercise by a party of
        any right, power or remedy preclude any other or further exercise
        thereof or the exercise of any other right, power or remedy. The
        remedies provided in the Contract are cumulative and not exclusive of
        any remedies provided by law except as expressly limited herein.

32.5    Severance

        Any provision of the Contract prohibited by or unlawful or unenforceable
        under any applicable law actually applied by any court of competent
        jurisdiction shall, to the extent required by such law, be severed from
        the Contract and rendered ineffective so far as is possible without
        modifying the remaining provisions of the Contract. Where, however, the
        provisions of any such applicable law may be waived, they are hereby
        waived by the parties to the full extent permitted by such law to the
        end that the Contract shall be valid, binding and enforceable in
        accordance with its terms.

32.6    Integration


                       * CONFIDENTIAL TREATMENT REQUESTED


                                                                             48


<PAGE>   54
                Except as agreed between the parties in writing and [in relation
                to the Reciprocal Non-Disclosure Agreement dated 15th December
                1995 between the parties], the Contract sets forth the entire
                agreement between the parties on the subject matter hereof and
                supersedes any previous agreement, undertaking, correspondence,
                memorandum, letter of intent or representation on the subject
                matter hereof.

32.7            No Prejudice

                The grant of approvals under Clause 6.2.6 of the Scope of Works
                and the issue of any Design Review Certificate, Factory
                Acceptance Certificate or System Acceptance Certificate by the
                Purchaser shall not in any way prejudice or affect the rights of
                the Purchaser under the Contract or amend or reduce the
                Contractor's responsibilities under the Contract.

32.8            No Third Party to Benefit

                Nothing in the Contract shall, expressly or impliedly, give to
                any person other than the parties hereto any benefit or legal or
                equitable right, remedy or claim except as expressly provided
                herein.

32.9            Time is of the essence in the Contract.


                                        49



<PAGE>   1
                                                                 EXHIBIT 10.30

<TABLE>
<S>                                                                                                             <C>

REF 67X                                                                                                                       67X
 _________________________________________________________________________________________________________________________________
|                                                                                                           |   1.                |
|                             AWARD/CONTRACT                                                                |   PAGE 1   OF  21   |
|___________________________________________________________________________________________________________|____________________ |
|                                 |                    |                                              |                           |
| 2. PROC INSTRUMENT ID NO. (PIIN)| 3. EFFECTIVE DATE  | 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.  | 5. CERTIFIED FOR NATIONAL |
|                                 |                    |                                              | DEFENSE                   |
|      F19628-96-C-0151           | MAILIING           |                                              | UNDER BDC    DO-A7        |
|                                 | DATE JULY 31, 1991 |                                              | REG 2/DMS REG 1 RATING    |
|_________________________________|____________________|______________________________________________|___________________________|
|                                                              |                                                                  |
| 6. ISSUED BY                       CODE    FQ7620            |  7. ADMINISTERED BY                             CODE   S0514A    |
|                                                              |                                                                  |
| Electronic Systems Division                                  |  DCMAO San Diego                                                 |
| Air Force Systems Command, USAF                              |  7675 Dagget St., Suite 200                                      |
| Hanscom AFB, MA 01731-5320                                   |  San Diego, CA 92111-2241                                        |
|                                                              |                                                                  |
|                                                              |                                                                  |
| BUYER: IRIS M. DURDEN, ESD/PKRD                              |                                                                  |
|    (617) 377-4041                                            |                         PAS: NONE                                |
|______________________________________________________________|_________________________________________________________________ |
|                                                                       |                                                         |
| 8.  CONTRACTOR               CODE  47358     FACILITY                 | 9. SUBMIT INVOICES (4 COPIES UNLESS OTHERWISE           |
|     NAME AND ADDRESS                         CODE                     |    SPECIFIED) TO ADDRESS SHOWN IN                       |
|                                                                       |                                                         |
| Viasat Incorporated                            IF"9" FOR              |_________________________________________________________|
| 6120 Paseo Del Norte, J2                       MULTIPLE               |                                                         |
| (San Diego County)                             FACILITIES             | 10. DISCOUNT FOR PROMPT PAYMENT                         |
| Carlsbad, CA 92009-1118                        SEE SECT "G"           |                                       NET               |
|                                                                       |  1          %         DAYS                      DAYS    |
|                                                                       | ST                                                      |
|                                                                       |                                       OTHER             |
|                                                                       |  2          %         DAYS                      IF"9"   |
|                                                                       | ND                                              SEE     |
|                                                                       |                                                 SECT    |
|                                                                       |  3          %         DAYS                      "B"     |
|                                                                       | RD                                                      |
|_______________________________________________________________________|_________________________________________________________|
|                                  |                           |                                                                  |
| 11. AUTHORIZED RATE              | 12. CONTRACT PERCENT FEE  | 13. PAYMENT WILL BE MADE BY                                      |
|     A. PROGRESS PAY  B. RECOUP   |                           |                                                      IF "9" FOR  |
|        90.00   %     90.00  %    |            %              |                                  CODE SC 1002          MULTIPLE  |
|_________________________________ |__________________________ |                                                      DISBURSING  |
|                                       |                      | DFAS-CO/EL Sequndo                                      OFFICES, |
| 14. PURCHASE OFFICE POINT OF CONTACT  | 15. SVC/AGENCY USE   | P.O. Box 182351                                     SEE SECT "G" |
|       H89/H89/HDP                     |                      | Columbus, OH 43218-2351                                          |
|_______________________________________|______________________|                                                                  |
|                         |                                    |                                                                  |
| 16. TYPE CONTRACTOR     | 17. SECURITY                       |                                                                  |
|          B              |  A. CLASS   B. DATE OF DD 254      |                                                                  |
|                         |      U                             |                                                                  |
|_________________________|____________________________________|__________________________________________________________________|
|                                                            |                 |                 |           |                    |
| 18. CONTRACT ADMINISTRATION
 DATA                           | 19. (RESERVED)  | 20. DATE SIGNED | 21. SURV  | 22. TOTAL AMOUNT   |
|        B. CONTRACT                                E. CONT  |                 |                 |     CRIT  |                    |
| A. FAST            C. ABSTRACT RECIP  D. SPL CONT   ADMIN  |                 |                 |           | FIRM FIXED PRICE   |
| PAY (1)KIND  (2)TYPE    ADP POINT     PROVISIONS  FUNC LMT |                 |                 |           |                    |
|        2       J                                           |                 |                 |      C    |      $49,061.00    |
|____________________________________________________________|_________________|_________________|___________|____________________|
|                                                                                                                                 |
| 23. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION                                  AMOUNT OBLIGATED:$49,061.00       |
|                              ___                                                 ___                                            |
|                             |___| PURSUANT TO 10 USC 2304(C): (        ) :      |___| 41 USC 253(C)  (        )                 |
|_________________________________________________________________________________________________________________________________|
|                                                                                                                                 |
| 24.                   TABLE OF CONTENTS (The following sections marked "X" are contained in the contract)                       |
|_________________________________________________________________________________________________________________________________|
|     |      |                                        |         |      |      |                                         |         |
| (X) |  SEC |           DESCRIPTION                  | PAGE(S) | (X)  |  SEC |           DESCRIPTION                   | PAGE(S) | 
|_____|______|________________________________________|_________|______|______|_________________________________________|_________|
|                                                               |                                                                 |
|                PART I - THE SCHEDULE                          |                   PART II - CONTRACT CLAUSES                    |
|_______________________________________________________________|_________________________________________________________________|
|     |      |                                         |        |      |      |                                          |        |
|  X  |  A   | SOLICITATION/CONTRACT FORM              |   1    |   X  |   I  |  CONTRACT CLAUSES                        |   13   |
|_____|______|_________________________________________|________|______|______|__________________________________________|________|
|     |      |                                         |        |                                                                 |
|  X  |  B   | SUPPLIES OR SERVICES AND PRICES/COSTS   |   2    |  PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH        |
|_____|______|_________________________________________|________|_________________________________________________________________|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  C   | DESCRIPTION/SPECS/WORK STATEMENT        |   4    |   X  |   J  |  LIST OF ATTACHMENTS                      |  21   |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |                                                                 |
|  X  |  D   | PACKAGING AND MARKING                   |   5    |  PART IV - REPRESENTATIONS AND INSTRUCTIONS                     |
|_____|______|_________________________________________|________|_________________________________________________________________|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  E   | INSPECTION AND ACCEPTANCE               |   6    |      |      |                                           |       |
|_____|______|_________________________________________|________|      |   K  |  REPRESENTATIONS, CERTIFICATIONS AND      |       |
|     |      |                                         |        |      |      |  OTHER STATEMENTS OF OFFERORS             |       |
|  X  |  F   | DELIVERIES OR PERFORMANCE               |   7    |      |      |                                           |       |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  G   | CONTRACT ADMINISTRATION DATA            |   8    |      |   L  |  INSTRS., CONDS., AND NOTICES TO OFFER    |       |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |      |      |                                           |       |
|  X  |  H   | SPECIAL CONTRACT REQUIREMENTS           |  10    |      |   M  |  EVALUATION FACTORS FOR AWARD             |       |
|_____|______|_________________________________________|________|______|______|___________________________________________|_______|
|     |      |                                         |        |      |      |                                           |       |
|_____|______|________________________________________ |________|______|______|___________________________________________|______ |
|     |      |                                         |        |      |      |                                           |       |
|     |      |                                         |        |      |      |                                           |       |
|_____|______|________________________________________ |________|______|______|___________________________________________|______ |
|                                                                                                                                 |
|                                CONTRACTING OFFICER WILL COMPLETE BLOCK 25 OR 29, AS APPLICABLE                                  |
|_________________________________________________________________________________________________________________________________|
|       ___                                                            |      ___                                                 |
| 25.  |_X_| CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required | 29. |___| AWARD (Contractor is not required to sign this |
| to sign this document and return 1 copies to issuing office.)        | document.)                                               |
| Contractor agrees to furnish and deliver all items or perform all    | Your offer on Solicitation Number______________________  |
| the services set forth or otherwise identified herein for the        |  ________________________, including the additions or    |
| consideration stated herein. The rights and obligations of the       |  changes made by you which additions or changes are set  |
| parties to this contract shall be subject to and governed by the     |  forth in full above, is hereby accepted as to the items |
| following documents: (a) this award/contract, (b) the solicitation,  |  listed herein. This award consummates the contract      |
| if any, (c) such provisions, representations, certifications, and    |  which consists of the following documents (a) the       |
| specifications, as are attached or incorporated by reference herein. |  Government's solicitation and your offer, and (b) this  |
| (Attachments are listed herein.)                                     |  award/contract. No further contractual document is      |
|                                                                      |  necessary.                                              |
|______________________________________________________________________|__________________________________________________________|
|                                                                      |                                                          |
| 26. CONTRACTOR                                                       | 30. UNITED STATES OF AMERICA                             |
|                                                                      |                                                          |
| BY  /s/  Gregory D. Monahan                                          | BY  /s/  Iris M. Durden                                  |
|   _______________________________________________________________    |    ___________________________________________________   |
|   (SIGNATURE OF PERSON AUTHORIZED TO SIGN)                           |         (SIGNATURE OF CONTRACTING OFFICER)               |
|______________________________________________________________________|__________________________________________________________|
|                                                 |                    |                                       |                  |
| 27. NAME AND TITLE OF SIGNER (TYPE OR PRINT)    | 28. DATE SIGNED    | 31. NAME OF CONTRACTING OFFICER       | 32. DATE SIGNED  |
|                                                 |                    |     (TYPE OR PRINT)                   |                  |
| Gregory D. Monahan                              |      7/26/91       |        IRIS M. DURDEN                 |     91 July 30   |
| Vice President, Administration                  |                    |                                       |                  |
|                                                 |      YYMMDD        |                                       |      YYMMDD      |
|_________________________________________________|____________________|_______________________________________|__________________|


</TABLE>


<PAGE>   2
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                                                              Quantity          Unit Price
Item No               Supplies/Services                                      Purch Unit      Total Item Amount
- -------               -----------------                                      ---------------------------------
<S>                                                                          <C>
0001      Service CLIN                                   sec class: U

                                                                                                 $49,061.00
          desc of services: SBIR PHASE I R&D SERVICES
          completetion date: ASREQ
          acrn: AA
          pr/mipr data: FY7620-91-XRR24

          descriptive data:
          A. Develop a design specification and
          demonstration of a 5Khz UHF DAMA
          Modem that meets the JTC3A specification 9129,
          in accordance with Section C, Description/
          Specifications/Work Statement.
          B. Commencement Date: Date of Contract Award
          (defined as the mailing date of the contract)
          C. Completion Date: 6 MAC (Months after
          Contract Award)
          D. Firm-fixed-price for Line Items 0001 and 0002:
             $49,061.00

0002      Service CLIN                                   sec class: U

                                                                             NSP

          desc of services: SBIR PHASE I R&D DATA
          completetion date: ASREQ
          acrn: AA
          pr/mipr data: FY7620-91-XRR24

          descriptive data:
          A. Delivery of data shall be in accordance
          with Exhibit A, Contract Data Requirements
          List (CDRL), DD Form 1423, dated 91JUL09.
          Place of delivery is the addressee(s) on the
          exhibit.
          B. Completion Date: ASREQ
          C. F.O.B. Destination
          D. Not Separately Priced (NSP).  Price is
          included in CLIN 0001.
</TABLE>


                                       -2-
                                                               F19628-91-C-0151

<PAGE>   3
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                                                              Quantity          Unit Price
Item No               Supplies/Services                                      Purch Unit      Total Item Amount
- -------               -----------------                                      ---------------------------------
<S>                                                                          <C>

  0003     Option Service CLIN                           sec class: U
           noun: SBIR PHASE II, R&D EFFORT

           descriptive data:     
           SBIR Phase II, R&D effort. This will be
           unpriced at the time of contract award, but may
           be priced and negotiated not later than six
           months after receipt of the Phase II proposal.

  0004     Option Service CLIN                           Sec Class: U
           noun: SBIR PHASE II, R&D DATA

           descriptive data:
           A. Data in support of CLIN 0003.
           B. This item will be unpriced at the time of
           contract award, but will be priced and
           negotiated with CLIN 0003.  Fixed-price for
           CLINs 0003 and 0004:
               $TBN (will be negotiated if the Air Force
                    elects to award an SBIR Phase II effort).
</TABLE>


                                       -3-
                                                               F19628-91-C-0151

<PAGE>   4
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

1. The Contractor shall furnish the supplies and/or services set forth in
Section B as follows:

     Line Item 0001 - Develop a design specification and demonstration of a 5Khz
UHF DAMA Modem that meets the JTC3A specification 9129, dated 91JAN10,
incorporated herein by reference.

     Line Item 0002 - SBIR Phase I R&D Data in accordance with Exhibit A, DD
Form 1423, Contract Data Requirements List (CDRL), dated 91JUL09.

2. ESD FAR Sup Clauses in Full Text

52.215-9518     INCORPORATION OF CONTRACTOR'S TECHNICAL PROPOSAL (JUL 1990)

     (a) Contractor's technical proposal referred to hereinabove is incorporated
herein by reference. In the event of conflict between the provisions of the
technical proposal and any clause of this contract (including, but not limited
to, the Statement of Work), the conflict will be resolved in accordance with the
"Order of Precedence" clause. For purposes of the "Order of Precedence" clause,
the Contractor's technical proposal will be ranked last. The detailed technical
content of the Contractor's proposal was an important factor in the selection of
the Contractor for award of this contract. It is agreed, therefore, that in the
performance of this contract the Contractor shall not change or otherwise
deviate from the content of the technical proposal without prior written
approval from the Contracting Officer. If it is necessary for the Contractor to
change the performance, design, configuration, or other items specified in the
technical proposal in order to comply with the requirements of the Statement of
Work, contract clauses, or special contract requirements, the contract shall be
amended at the discretion of the Government to reflect the changes at no
increase in contract price or extension of the delivery schedule.

     (b) The Government, upon award of this contract, shall have rights in the
technical proposal and data as defined in the "Rights in Technical Data and
Computer Software" clause and Alternate II incorporated elsewhere in this
contract.

                                       -4-
                                                               F19628-91-C-0151

<PAGE>   5

<TABLE>
<S>                                 <C>           <C>                     <C>                                  <C>
 __________________________________________________________________________________________________________________________________
|                                                                                                             |                    |
|        AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                   |   PAGE 1 OF 16     |
|_____________________________________________________________________________________________________________|____________________|
|                                  |             |                       |                                    |                    |
|  2. PROC INSTRUMENT ID NO (PIIN) |  3. SPIIN   |   4. EFFECTIVE DATE   |   5. REQUISITION/PURCHASE REQUEST  |  6. BDC/DMS RATING |
|                                  |             |                       |   PROJECT NO.                      |                    |
|  F19628-91-C-0151                |  P00001     |   MAILING DATE        |                                    |                    |
|__________________________________|_____________|_______________________|____________________________________|____________________|
|                                                           |                                                                      |
|  7. ISSUED BY                                             |   8. ADMINISTERED BY (IF OTHER THAN BLOCK 7)                         |
|                                        CODE FQ7620        |                                                       CODE S0514A    |
|  ELECTRONIC SYSTEMS CENTER, PKR                           |   DCMAO, SAN DIEGO                                                   |
|  AIR FORCE MATERIEL COMMAND, USAF                         |   7675 DAGGET ST., SUITE 200                                         |
|  HANSCOM AFB, MA 01731-5000                               |   SAN DIEGO, CA 92111-2241                                           |
|                                                           |                                                                      |
|                                                           |                                                                      |
|  Buyer:   LISA A. MAILLE, ESC/PKRD                        |                                                                      |
|  Tel:     (617) 377-4018                                  |                                                                      |
|___________________________________________________________|______________________________________________________________________|
|                                                                                             |                                    |
|  9. CONTRACTOR                                                FACILITY CODE                 |  10. SECURITY CLASS                |
|  NAME AND ADDRESS                      CODE 47358                                           |            U                       |
|                                                                                             |____________________________________|
|                                                                                             |                                    |
|                                                                                             |  11. DISCOUNT FOR PROMPT PAYMENT   |
|                                                                                             |                        NET DAYS    |
|                                                                                             |  1                                 |
|  VIASAT, INC.                                                                               |  ST           %      DAYS          |
|  6120 PASEO DEL NORTE, J2                                                                   |                                    |
|  CARLSBAD, CA 92009-1118                                                                    |  2                        OTHER    |
|                                                                                             |  ND           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  3                                 |
|                                                                                             |  RD           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  ________________________________  |
|                                                                                             |                                    |
|                                                                                             |   12. PURCHASE OFFICE POINT OF     |
|                                                                                             |   CONTACT  HRC/H89/HRC             |
|_____________________________________________________________________________________________|____________________________________|
|                                                                                                                                  |
|  13. THIS BLOCK APPLIES ONLY TO AMENDMENTS OF SOLICITAITONS                                                                      |
|   _____                                                                           _____                  _____                   |
|  |     |  The above numbered solicitation is amended as set forth in block 17.   |     |  is extended   |     |  is not extended |
|  |_____|  The hour and date specified for receipt of Offers                      |_____|                |_____|                  |
|                                                                                                                                  |
|  Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation, or as amended by    |
|  one of the following methods                                                                                                    |
|                                                                                                                                  |
|  (a) By signing and returning _______ copies of this amendment, (b) By acknowledging receipt of this amendment on each copy of   |
|  the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.|
|  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE ISSUING OFFICE PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN          |
|  REJECTION OF YOUR OFFER if by virtue of this amendment you desire to change an offer already submitted, such change may be made |
|  by telegram or letter provided such telegram or letter makes reference to the solicitation and this amendment, and is received  |
|  prior to the opening hour and date specified.                                                                                   |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  14. THIS BLOCK APPLIED ONLY TO MODIFICATION OF CONTRACTS                                                                        |
|   _____                                                                                                                          |
|  |     |  THIS CHANGE IS ISSUED PURSUANT TO ___________________________________                                                  |
|  |_____|  THE CHANGES SET FORTH HEREIN ARE MADE TO THE ABOVE NUMBERED CONTRACT/ORDER                                             |
|   _____                                                                                                                          |
|  |     |  THE ABOVE NUMBERED CONTRACT IS MODIFIED TO REFLECT THE ADMINISTATIVE CHANGES (SUCH AS CHANGES                          |
|  |_____|  IN PAYING OFFICE, APPROPRIATION DATA, ETC.) SET FORTH HEREIN.                                                          |
|   _____                                                                                                                          |
|  |  X  |  THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF  THE "CHANGES CLAUSE"                             |
|  |_____|  IT MODIFIES THE ABOVE NUMBERED CONTRACT AS SET FORTH HEREIN.   10 U.S.C. 2304(b)(1), P.L. 97-219, & P.L. 99-943        |
|   _____                                                                                                                          |
|  |     |  THIS MODIFICATION IS ISSUED PURSUANT TO _____________________________                                                  |
|  |_____|                                                                                                                         |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  15. CONTRACT ADMINISTRATION DATA                                                   AMOUNT OBLIGATED: $1,361,428.                |
|                                                                                                                                  |
|  A. KIND  B. MOD ABST     C. DATE OF SIGNATURE  D. CHANGE IN CONTRACT AMO  E. LOSING PO/CAD  F. GAINING PO/CAD  G. SVC/AGENCY US |
|  OF MOD   RECIPIENT ADP P    MODIFICATION       INCREASE (+) DECREASE (-)     ON TRANSFER       ON TRANSFER                      |
|  C                                                    $1,361,428.00 +                                                            |
|                                                                                                                                  |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  16. ENTER ANY APPLICABLE CHANGES                                                                                                |
|                                                                                                                                  |
|  A. PAY  B. EFFECTIVE DA  C. CONTRACT      D. TYPE   E. SURV  F. SPL CONTR  G. PAYING OFC  H. DATE SIGNED  I. SECURITY (1)CLASS  |
|  CODE    OF AWARD         (1)TYPE (2)KIND  CONTR     CRIT     PROVISIONS    CODE                           (2) DATE OF DD 254    |
|                                                                                                              S 92AUG19           |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  17. REMARKS (Except as provided herein, all items and conditions of the contract, as heretofore changed, remain unchanged and   |
|  in full force and effect).                                                                                                      |
|                                                                                                                                  |
|  THIS MODIFICATION ADDS SBIR PHASE II (LINE ITEMS 0003, 0004, AND 0005, AND OPTION LINE ITEMS 0006, 0007, 0008, AND 0009) TO     |
|  THE CONTRACT. THE FIRM FIXED PRICE IS INCREASED FROM $49,061 BY $1,361,428 TO $1,410,489. SEE PAGES 2 THROUGH 16.               |
|__________________________________________________________________________________________________________________________________|
|        _____                                           _____                                                                     |
|  18.  |     |   CONTRACTOR/OFFEROR IS NOT REQUIRED    |  X  |   CONTRACTOR/OFFEROR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN  |
|       |_____|    TO SIGN THIS DOCUMENT                |_____|           1   COPIES TO ISSUING OFFICE.                            |
|__________________________________________________________________________________________________________________________________|
|                                                                 |                                                                |
|  19. CONTRACTOR/OFFEROR(Signature of person authorized to sign) | 22. UNITED STATES OF AMERICA(Signature of Contracting Officer) |
|                                                                 |                                                                |
|  BY    /S/ KENNETH A. GAMACHE                                   | BY    /S/ IRIS M. DURDEN                                       |
|_________________________________________________________________|________________________________________________________________|
|                                               |                 |                                     |                          |
|  20. NAME AND TITLE OF SIGNER                 | 21. DATE SIGNED | 23. NAME OF CONTRACTING OFFICER     |     24. DATE SIGNED      |
|      (Type or print)                          |     92SEP29     |     (Type or print)                 |         92SEP29          |
|      KENNETH A. GAMACHE                       |                 |     IRIS M. DURDEN                  |                          |
|      Manager, Boston Operations               |                 |                                     |                          |
|_______________________________________________|_________________|_____________________________________|__________________________|

 AFSC FORM 702 (COMPUTER GENERATED)
</TABLE>


<PAGE>   6
Contract No. F19628-91-C-0151 is modified as follows:

1. AFSC Form 701 (Cover Page of Contract), Block 22, Total Amount -

   Delete: $49,061.00 and substitute the following:

                       SBIR PHASE I (CLINs 0001 and 0002):

                          FIRM FIXED PRICE: $49,061.00

                   SBIR PHASE II (CLINs 0003, 0004, and 0005):

                         FIRM FIXED PRICE: $1,361,428.00

                           TOTAL AMOUNT $1,410,489.00

2. PART I - THE SCHEDULE

   SECTION B

   (a) Line Items 0003 and 0004 are deleted and the following Line Items
       are substituted:


<TABLE>
<CAPTION>
                                                                        Quantity        Unit Price
Item No         Supplies/Services                                      Purch Unit    Total Item Amount
- -------         -----------------                                      -------------------------------
<S>                                                                    <C>
0003     Service CLIN Establish            sec class: U

                                                                                        $1,361,428.00
         desc of services: SBIR PHASE II, R&D SERVICES
         completion date: ASREQ
         acrn: XA
         pr/mipr data: FY762092AVD63 & FY762092XR105
         type contract: J

         descriptive data:
         A.  PERFORM TASKS 1, 2, AND 4 IN ACCORDANCE WITH
             SECTION C.
         B.  COMMENCEMENT DATE: MAILING DATE OF P00001.
         C.  COMPLETION DATE: 21 MONTHS AFTER MAILING
             DATE OF P00001.  SEE SECTION F.
         D.  F.O.B. DESTINATION.
         E.  LINE ITEMS 0003, 0004, AND 0005:
             FIRM FIXED PRICE: $1,361,428.00
</TABLE>


F19628-91-C-0151, P00001
Page 2 of 16

<PAGE>   7
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                                                         Quantity          Unit Price
Item No              Supplies/Services                                  Purch Unit     Total Item Amount
- -------              -----------------                                  --------------------------------
<S>                                                                     <C>
 0004     Service CLIN Establish               sec class: U
                                                                            NSP

          desc of services: SBIR PHASE II, R&D DATA
          completion date: ASREQ
          acrn: XA
          pr/mipr data: FY762092AVD63 & FY762092XR105
          type contract: J

          descriptive data:
          A.  DELIVERY OF DATA IN ACCORDANCE WITH EXHIBIT
              B, CONTRACT DATA REQUIREMENTS LIST.  PLACE OF
              DELIVERY IS THE ADDRESSEE(S) ON THE EXHIBIT.
          B.  COMPLETION DATE: IN ACCORDANCE WITH
              EXHIBIT B.
          C.  F.O.B. DESTINATION.
          D.  NOT SEPARATELY PRICED. PRICE IS INCLUDED
              IN CLIN 0003.

0005      Service CLIN Establish               sec class: U
                                                                            NSP

          desc of services: SBIR PHASE II, R&D COMPUTER SOFTWARE
          completion date: ASREQ
          acrn: XA
          pr/mipr data: FY762092AVD63 & FY762092XR105
          type contract: J

          descriptive data:
          A.  DELIVERY OF COMPUTER SOFTWARE IN ACCORDANCE
              WITH EXHIBIT C, CONTRACT DATA REQUIREMENTS LIST.
              PLACE OF DELIVERY IS THE ADDRESSEE(S) ON THE EXHIBIT.
          B.  COMPLETION DATE: IN ACCORDANCE WITH
              EXHIBIT C.
          C.  F.O.B. DESTINATION.
          D.  NOT SEPARATELY PRICED. PRICE IS INCLUDED
              IN CLIN 0003.

0006      Option Service CLIN Establish        sec class: U
          noun: OPTION 1, SBIR PHASE II, R&D SERVICES
          acrn: XA     nsn:
          type contract: J

          descriptive data:
          A.  PERFORM TASK 3 IN ACCORDANCE WITH
              SECTION C.
          B.  COMPLETION DATE: 6 MONTHS AFTER COMPLETION OF CLIN 0003.
              SEE SECTION F.
          C.  LINE ITEMS 0006, 0007, AND 0008:
              FIRM FIXED PRICE: $192,088.00
</TABLE>



F19628-91-C-0151-P00001
Page 3 of 16

<PAGE>   8
70B - PART 1, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                                                 Quantity         Unit Price
Item No.               Supplies/Services                         Purch Unit    Total Item Amount
- --------               -----------------                         -------------------------------
<S>                                                              <C>
  0007      Option Service CLIN Establish        sec class: U
            noun: OPTION 1, SBIR PHASE II, R&D DATA
            acrn: XA      nsn:
            type contract: J

            descriptive data:
            A.  DELIVERY OF DATA IN ACCORDANCE WITH EXHIBIT
                D, CONTRACT DATA REQUIREMENTS LIST.  PLACE OF
                DELIVERY IS THE ADDRESSEE(S) ON THE EXHIBIT.
            B.  COMPLETION DATE: IN ACCORDANCE WITH
                EXHIBIT D.
            C.  F.O.B. DESTINATION.
            D.  NOT SEPARATELY PRICED. PRICE IS INCLUDED
                IN CLIN 0006.

  0008      Option Service CLIN Establish        sec. class: U
            noun: OPTION 1, SBIR PHASE II, R&D COMPUTER SOFTWARE
            acrn: XA      nsn:
            type contract: J

            descriptive data:
            A.  DELIVERY OF COMPUTER SOFTWARE IN ACCORDANCE
                WITH EXHIBIT E, CONTRACT DATA REQUIREMENTS LIST.
                PLACE OF DELIVERY IS THE ADDRESSEE(S) ON THE EXHIBIT.
            B.  COMPLETION DATE: IN ACCORDANCE WITH
                EXHIBIT E.
            C.  F.O.B. DESTINATION.
            D.  NOT SEPARATELY PRICED. PRICE IS INCLUDED
                IN CLIN 0006.

 0009       Option Service CLIN Establish       sec class: U
            noun: OPTION 2, SBIR PHASE II, R&D SERVICES
            acrn: XA     nsn:
            type contract: J

            descriptive data:
            A.  PERFORM TASK 6 IN ACCORDANCE WITH
                SECTION C.
            B.  COMPLETION DATE: 3 MONTHS AFTER COMPLETION OF CLIN 0003.
                SEE SECTION F.
            C.  LINE ITEM 0009:
                FIRM FIXED PRICE: $174,533.00
</TABLE>


2. EXERCISE OF OPTIONS

   a.   The Government reserves the right to exercise Options 1 and 2 within 30
        days after Government approval of Exhibit B, Data Item No. B004, Test
        Plan.

   b.   The contractor is cautioned that the options may be exercised at the
        sole discretion of the Government. Therefore, the contractor shall not
        proceed with the performance of the option(s) until the appropriate
        exercise of the option(s) has been accomplished, in writing, by the
        Contracting Officer.


F19628-91-C-0151, P00001
Page 4 of 16

<PAGE>   9
     SECTION C

     The  following Line Items are added:

     Line Item 0003: The contractor will design, build, test, demonstrate, and
deliver a 5kHz DAMA Multi-Channel Network Controller with four (4) VM-300 Modem
Sets with voice subframing capability in accordance with Tasks 1, 2, and 4 of
Viasat's technical proposal entitled, "5 kHz UHF DAMA", dated 26 February 1992,
incorporated herein by reference.

     Line Item 0004: SBIR Phase II data in accordance with Exhibit B, Contract
Data Requirements List, DD Form 1423, dated 92JULO7.

     Line Item 0005: SBIR Phase II Computer Software in accordance with Exhibit
C, Contract Data Requirements List, DD Form 1423, dated 92JULO7.

     Line Item 0006 (OPTION 1): Trellis Coded Modulation capability in
accordance with Task 3 of Viasat's technical proposal entitled, "5 kHz UHF
DAMA", dated 26 February 1992, incorporated herein by reference.

     Line Item 0007 (OPTION 1): SBIR Phase II data in accordance with Exhibit D,
Contract Data Requirements List, DD Form 1423, dated 92JULO7.

     Line Item 0008 (OPTION 1): SBIR Phase II Computer Software in accordance
with Exhibit E. Contract Data Requirements List, DD Form 1423, dated 92JUL07.

     Line Item 0009 (OPTION 2): Deliver six (6) additional VM-300 Modem Sets in
accordance with Task 6 of Viasat's technical proposal entitled, "5 kHz UHF
DAMA", dated 26 February 1992, incorporated herein by reference.

     SECTION D - The following is added:

Packaging and marking for Line Items 0003, 0004, and 0005 will be accomplished
in accordance with ASTM-D-3951, "Standard Practices for Commercial Packaging".

Packaging and marking for Line Item 0007, and 0008 (OPTION 1) will be
accomplished in accordance with ASTM-D-3951, "Standard Practices for Commercial
Packaging".

Packaging and marking for Line Items 0009 (OPTION 2) will be accomplished in
accordance with ASTM-D-3951, "Standard Practices for Commercial Packaging".

     SECTION E

1.   Add the following clauses to paragraph A. I.:

     52.246-7 INSPECTION OF RESEARCH AND DEVELOPMENT - FIXED-PRICE (APR 1984)

     52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)



F19628-91-C-0151, P00001
Page 5 of 16

<PAGE>   10
2.   Paragraph B. - Add the following:

     Line Item 0003 - Delivered F.O.B. Destination. Inspection and acceptance
     will be on a DD Form 250, "Material Inspection and Receiving Report" at
     DCMAO, San Diego. Delivery will be at ESC/AVD, Hanscom AFB, MA 01731.

     Line Item 0004: In accordance with Exhibit B, Contract Data Requirements
     List, DD Form 1423, dated 92JUL07.

     Line Item 0005: In accordance with Exhibit C, Contract Data Requirements
     List, DD Form 1423, dated 92JUL07.

     Line Item 0007 (Option 1): In accordance with Exhibit D, Contract Data
     Requirements List, DD Form 1423, dated 92JUL07.

     Line Item 0008 (Option 1): In accordance with Exhibit E, Contract Data
     Requirements List, DD Form 1423, dated 92JUL07.

     Line Item 0009 (Option 2) - Delivered F.O.B. Destination. Inspection and
     acceptance will be on a DD Form 250, "Material Inspection and Receiving
     Report" at DCMAO, San Diego. Delivery will be at ESC/AVD, Hanscom AFB, MA
     01731.

     SECTION F

     Add the following:

     Line Item 0003: 21 Months After Mailing Date of P00001 (If Option 1 is
                     exercised, the completion date will be 27 Months After
                     Mailing Date of P00001)

     Line Item 0004: In accordance with Exhibit B, Contract Data Requirements
                     List, DD Form 1423, dated 92JULO7.

     Line Item 0005: In accordance with Exhibit C, Contract Data Requirements
                     List, DD Form 1423, dated 92JUL07.

     Line Item 0006 (Option 1): 6 Months after Completion of Line Item 0003.

     Line Item 0007 (Option 1): In accordance with Exhibit D, Contract Data
                                Requirements List, DD Form 1423, dated 92JUL07.

     Line Item 0008 (Option 1): In accordance with Exhibit E, Contract Data
                                Requirements List, DD Form 1423, dated 92JUL07.

     Line Item 0009 (Option 2): 3 Months after Completion of Line Item 0003. (If
                                Option 1 is exercised, the completion date will
                                be 30 Months after Mailing Date of P00001)

F19628-91-C-0151, P00001
Page 6 of 16

<PAGE>   11

<TABLE>
<S>                                 <C>           <C>                     <C>                                  <C>
 __________________________________________________________________________________________________________________________________
|                                                                                                             |                    |
|        AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                   |   PAGE 1 OF 4      |
|_____________________________________________________________________________________________________________|____________________|
|                                  |             |                       |                                    |                    |
|  2. PROC INSTRUMENT ID NO (PIIN) |  3. SPIIN   |   4. EFFECTIVE DATE   |   5. REQUISITION/PURCHASE REQUEST  |  6. BDC/DMS RATING |
|                                  |             |                       |   PROJECT NO.                      |                    |
|  F19628-91-C-0151                |  P00002     |   MAILING DATE        |                                    |                    |
|__________________________________|_____________|_______________________|____________________________________|____________________|
|                                                           |                                                                      |
|  7. ISSUED BY                                             |   8. ADMINISTERED BY (IF OTHER THAN BLOCK 7)                         |
|                                        CODE FA8718        |                                                       CODE S0514A    |
|  ELECTRONIC SYSTEMS CENTER, PKR                           |   DCMAO, SAN DIEGO                                                   |
|  AIR FORCE MATERIEL COMMAND, USAF                         |   7675 DAGGET STREET                                                 |
|  104 BARKSDALE STREET                                     |   SAN DIEGO, CA 92111-2241                                           |
|  HANSCOM AFB, MA 01731-1806                               |                                                                      |
|  BUYER: LISA A. MAILLE, ESC/PKRD                          |                                                                      |
|  TEL:   (617) 377-6018                                    |                                                                      |
|                                                           |                                                                      |
|___________________________________________________________|______________________________________________________________________|
|                                                                                             |                                    |
|  9. CONTRACTOR                                                FACILITY CODE                 |  10. SECURITY CLASS                |
|  NAME AND ADDRESS                      CODE 47358                                           |            U                       |
|                                                                                             |____________________________________|
|                                                                                             |                                    |
|                                                                                             |  11. DISCOUNT FOR PROMPT PAYMENT   |
|                                                                                             |                        NET DAYS    |
|                                                                                             |  1                                 |
|  VIASAT, INC.                                                                               |  ST           %      DAYS          |
|  2290 COSMOS COURT                                                                          |                                    |
|  CARLSBAD, CA 92009-1585                                                                    |  2                        OTHER    |
|                                                                                             |  ND           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  3                                 |
|                                                                                             |  RD           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  ________________________________  |
|                                                                                             |                                    |
|                                                                                             |   12. PURCHASE OFFICE POINT OF     |
|                                                                                             |   CONTACT  HCF/H89/HRC             |
|_____________________________________________________________________________________________|____________________________________|
|                                                                                                                                  |
|  13. THIS BLOCK APPLIES ONLY TO AMENDMENTS OF SOLICITAITONS                                                                      |
|   _____                                                                           _____                  _____                   |
|  |     |  The above numbered solicitation is amended as set forth in block 17.   |     |  is extended   |     |  is not extended |
|  |_____|  The hour and date specified for receipt of Offers                      |_____|                |_____|                  |
|                                                                                                                                  |
|  Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation, or as amended by    |
|  one of the following methods                                                                                                    |
|                                                                                                                                  |
|  (a) By signing and returning _______ copies of this amendment, (b) By acknowledging receipt of this amendment on each copy of   |
|  the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.|
|  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE ISSUING OFFICE PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN          |
|  REJECTION OF YOUR OFFER if by virtue of this amendment you desire to change an offer already submitted, such change may be made |
|  by telegram or letter provided such telegram or letter makes reference to the solicitation and this amendment, and is received  |
|  prior to the opening hour and date specified.                                                                                   |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  14. THIS BLOCK APPLIED ONLY TO MODIFICATION OF CONTRACTS                                                                        |
|   _____                                                                                                                          |
|  |     |  THIS CHANGE IS ISSUED PURSUANT TO ___________________________________                                                  |
|  |_____|  THE CHANGES SET FORTH HEREIN ARE MADE TO THE ABOVE NUMBERED CONTRACT/ORDER                                             |
|   _____                                                                                                                          |
|  |     |  THE ABOVE NUMBERED CONTRACT IS MODIFIED TO REFLECT THE ADMINISTATIVE CHANGES (SUCH AS CHANGES                          |
|  |_____|  IN PAYING OFFICE, APPROPRIATION DATA, ETC.) SET FORTH HEREIN.                                                          |
|   _____                                                                                                                          |
|  |  X  |  THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF  THE "CHANGES CLAUSE"                             |
|  |_____|  IT MODIFIES THE ABOVE NUMBERED CONTRACT AS SET FORTH HEREIN. FAS 52.243-2, "CHANGES" (AUG 1987) ALT V (APR 1984) AND   |
|                                 FAR 52.217-7, "OPTION FOR INCREASED QUANTITY-SEPARATELY PRICED LINE ITEM"                        |
|   _____                                                                                                                          |
|  |     |  THIS MODIFICATION IS ISSUED PURSUANT TO _____________________________                                                  |
|  |_____|                                                                                                                         |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  15. CONTRACT ADMINISTRATION DATA                                                                                                |
|                                                                                                                                  |
|  A. KIND  B. MOD ABST     C. DATE OF SIGNATURE  D. CHANGE IN CONTRACT AMO  E. LOSING PO/CAD  F. GAINING PO/CAD  G. SVC/AGENCY US |
|  OF MOD   RECIPIENT ADP P    MODIFICATION       INCREASE (+) DECREASE (-)     ON TRANSFER       ON TRANSFER                      |
|  C                                                    $174,533.00 +                                                              |
|                                                                                                                                  |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  A. PAY  B. EFFECTIVE DA  C. CONTRACT      D. TYPE   E. SURV  F. SPL CONTR  G. PAYING OFC  H. DATE SIGNED  I. SECURITY (1)CLASS  |
|  CODE    OF AWARD         (1)TYPE (2)KIND  CONTR     CRIT     PROVISIONS    CODE                           (2) DATE OF DD 254    |
|                               9                                                                                                  |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  17. REMARKS (Except as provided herein, all items and conditions of the contract, as heretofore changed, remain unchanged and   |
|  in full force and effect).                                                                                                      |
|                                                                                                                                  |
|  A. THIS SUPPLEMENTAL AGREEMENT EXERCISES OPTON 2 (CLIN 0009), PROVIDES GOVERNMENT-FURNISHED PROPERTY, AND INCORPORATES          |
|  ADMINISTRATIVE CHANGES TO THE CONTRACT. THE FIRM FIXED PRICE IS INCREASED FROM $1,410,489 BY $174,533 TO $1,585,022.            |
|                                                                                                                                  |
|  B. THE CONTRACTOR'S ADDRESS IS CHANGED AS SHOWN IN BLOCK 9 ABOVE.                                                               |
|__________________________________________________________________________________________________________________________________|
|        _____                                           _____                                                                     |
|  18.  |     |   CONTRACTOR/OFFEROR IS NOT REQUIRED    |  X  |   CONTRACTOR/OFFEROR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN  |
|       |_____|    TO SIGN THIS DOCUMENT                |_____|       1   COPIES TO ISSUING OFFICE.                                |
|__________________________________________________________________________________________________________________________________|
|                                                                 |                                                                |
|  19. CONTRACTOR/OFFEROR(Signature of person authorized to sign) | 22. UNITED STATES OF AMERICA(Signature of Contracting Officer) |
|                                                                 |                                                                |
|  BY    /S/ DIANE CHERNIAK                                       | BY    /S/ IRIS M. DURDEN                                       |
|_________________________________________________________________|________________________________________________________________|
|                                               |                 |                                     |                          |
|  20. NAME AND TITLE OF SIGNER                 | 21. DATE SIGNED | 23. NAME OF CONTRACTING OFFICER     |     24. DATE SIGNED      |
|      (Type or print)                          |       12/1/93   |     (Type or print)                 |         93DEC07          |
|      D. L. CHERNIAK                           |                 |     IRIS M. DURDEN                  |                          |
|      Sr. Cert. Admin.                         |                 |                                     |                          |
|_______________________________________________|_________________|_____________________________________|__________________________|

 AFMC FORM 702 (COMPUTER GENERATED)
</TABLE>


<PAGE>   12

<TABLE>
<S>                                 <C>           <C>                     <C>                                  <C>
 __________________________________________________________________________________________________________________________________
|                                                                                                             |                    |
|        AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                   |   PAGE 1 OF 26-    |
|_____________________________________________________________________________________________________________|____________________|
|                                  |             |                       |                                    |                    |
|  2. PROC INSTRUMENT ID NO (PIIN) |  3. SPIIN   |   4. EFFECTIVE DATE   |   5. REQUISITION/PURCHASE REQUEST  |  6. BDC/DMS RATING |
|                                  |             |                       |   PROJECT NO.                      |                    |
|  F19628-91-C-0151                |  P00004     |   MAILING DATE        |                                    |                    |
|__________________________________|_____________|_______________________|____________________________________|____________________|
|                                                           |                                                                      |
|  7. ISSUED BY                                             |   8. ADMINISTERED BY (IF OTHER THAN BLOCK 7)                         |
|                                        CODE FA8709        |                                                       CODE S0514A    |
|  Electronic Systems Center                                |   DCMAO, SAN DIEGO                                                   |
|  Air Force Materiel Command, USAF                         |   7675 Daggett Street                                                |
|  Hanscom AFB, MA 01731-1620                               |   San Diego, CA 92121-2241                                           |
|                                                           |                                                                      |
|  Program:  MILSATCOM                                      |                                                                      |
|  Buyer:   Priscilla A. Busa, ESC/MCK                      |    PAS: NONE                                                         |
|           (617) 271-6370                                  |                                                                      |
|___________________________________________________________|______________________________________________________________________|
|                                                                                             |                                    |
|  9. CONTRACTOR                                                FACILITY CODE                 |  10. SECURITY CLASS                |
|  NAME AND ADDRESS                      CODE 7Y193                                           |            U                       |
|                                                                                             |____________________________________|
|                                                                                             |                                    |
|                                                                                             |  11. DISCOUNT FOR PROMPT PAYMENT   |
|                                                                                             |                        NET DAYS    |
|                                                                                             |  1                                 |
|  ViaSat, Incorporated                                                                       |  ST           %      DAYS          |
|  2290 Cosmos Court                                                                          |                                    |
|  Carlsbad, CA 92009-1585                                                                    |  2                        OTHER    |
|                                                                                             |  ND           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  3                                 |
|                                                                                             |  RD           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  ________________________________  |
|                                                                                             |                                    |
|                                                                                             |   12. PURCHASE OFFICE POINT OF     |
|                                                                                             |   CONTACT  HCF/H05/HCF             |
|_____________________________________________________________________________________________|____________________________________|
|                                                                                                                                  |
|  13. THIS BLOCK APPLIES ONLY TO AMENDMENTS OF SOLICITAITONS                                                                      |
|   _____                                                                           _____                  _____                   |
|  |     |  The above numbered solicitation is amended as set forth in block 17.   |     |  is extended   |     |  is not extended |
|  |_____|  The hour and date specified for receipt of Offers                      |_____|                |_____|                  |
|                                                                                                                                  |
|  Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation, or as amended by    |
|  one of the following methods                                                                                                    |
|                                                                                                                                  |
|  (a) By signing and returning _______ copies of this amendment, (b) By acknowledging receipt of this amendment on each copy of   |
|  the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.|
|  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE ISSUING OFFICE PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN          |
|  REJECTION OF YOUR OFFER if by virtue of this amendment you desire to change an offer already submitted, such change may be made |
|  by telegram or letter provided such telegram or letter makes reference to the solicitation and this amendment, and is received  |
|  prior to the opening hour and date specified.                                                                                   |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  14. THIS BLOCK APPLIED ONLY TO MODIFICATION OF CONTRACTS                                                                        |
|   _____                                                                                                                          |
|  |     |  THIS CHANGE IS ISSUED PURSUANT TO ___________________________________                                                  |
|  |_____|  THE CHANGES SET FORTH HEREIN ARE MADE TO THE ABOVE NUMBERED CONTRACT/ORDER                                             |
|   _____                                                                                                                          |
|  |     |  THE ABOVE NUMBERED CONTRACT IS MODIFIED TO REFLECT THE ADMINISTATIVE CHANGES (SUCH AS CHANGES                          |
|  |_____|  IN PAYING OFFICE, APPROPRIATION DATA, ETC.) SET FORTH HEREIN.                                                          |
|   _____                                                                                                                          |
|  |  X  |  THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF  THE "CHANGES CLAUSE"                             |
|  |_____|  IT MODIFIES THE ABOVE NUMBERED CONTRACT AS SET FORTH HEREIN.                                                           |
|   _____                                                                                                                          |
|  |     |  THIS MODIFICATION IS ISSUED PURSUANT TO _____________________________                                                  |
|  |_____|                                                                                                                         |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  15. CONTRACT ADMINISTRATION DATA                                                                                                |
|                                                                                                                                  |
|  A. KIND  B. MOD ABST     C. DATE OF SIGNATURE  D. CHANGE IN CONTRACT AMO  E. LOSING PO/CAD  F. GAINING PO/CAD  G. SVC/AGENCY US |
|  OF MOD   RECIPIENT ADP P    MODIFICATION       INCREASE (+) DECREASE (-)     ON TRANSFER       ON TRANSFER                      |
|  C                                                    $675,911.00 (+)                                                            |
|                                                       $182,800.00 (+) FUNDED                                                     |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  A. PAY  B. EFFECTIVE DA  C. CONTRACT      D. TYPE   E. SURV  F. SPL CONTR  G. PAYING OFC  H. DATE SIGNED  I. SECURITY (1)CLASS  |
|  CODE    OF AWARD         (1)TYPE (2)KIND  CONTR     CRIT     PROVISIONS    CODE                           (2) DATE OF DD 254    |
|                               9                                                                                                  |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  17. REMARKS (Except as provided herein, all items and conditions of the contract, as heretofore changed, remain unchanged and   |
|  in full force and effect).                                                                                                      |
|                                                                                                                                  |
|  This Supplemental Agreement extends the schedule of CLINs 00003, 0004 and 0005, restructures the Firm Fixed Price portion of    |
|  contract, and adds additional effort on a Cost Plus Fixed Fee and Time and Material basis.                                      |
|__________________________________________________________________________________________________________________________________|
|        _____                                           _____                                                                     |
|  18.  |     |   CONTRACTOR/OFFEROR IS NOT REQUIRED    |  X  |   CONTRACTOR/OFFEROR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN  |
|       |_____|    TO SIGN THIS DOCUMENT                |_____|      ORIG 1   COPIES TO ISSUING OFFICE.                            |
|__________________________________________________________________________________________________________________________________|
|                                                                 |                                                                |
|  19. CONTRACTOR/OFFEROR(Signature of person authorized to sign) | 22. UNITED STATES OF AMERICA(Signature of Contracting Officer) |
|                                                                 |                                                                |
|  BY    /S/ WILLIAM H. JENSEN                                    | BY    /S/ CLAIRE R. LITALIEN                                   |
|_________________________________________________________________|________________________________________________________________|
|                                               |                 |                                     |                          |
|  20. NAME AND TITLE OF SIGNER                 | 21. DATE SIGNED | 23. NAME OF CONTRACTING OFFICER     |     24. DATE SIGNED      |
|      (Type or print)                          |       9/23/94   |     (Type or print)                 |         26 Sep 94        |
|      William H. Jensen                        |                 |     CLAIRE R. LITALIEN              |                          |
|      Manager of Contracts                     |                 |                                     |                          |
|_______________________________________________|_________________|_____________________________________|__________________________|

 AFMC FORM 702 (COMPUTER GENERATED)
</TABLE>


<PAGE>   13
The purpose of this Supplemental Agreement (S/A) is to restructure the Firm
Fixed Price (FFP) portion of the contract and add additional effort on a Cost
Plus Fixed Fee (CPFF) and Time and Material basis.

The contract restructure revises CLINs 0003, 0004 and 0005 by extending the
schedule and by amending the effort required thereunder. In addition
CLIN/SubCLIN 0010, 0010AA, and 0010AB are added to the contract to reflect the
restructured effort. As consideration for the schedule slip the contractor
agrees to incorporate the Relay Bus Control (RBC) Architecture and Orderwire
Encryption Board (OEB) enhancements into the NCS technical baseline and
delivered hardware/software as described in Special Provision H.2. The contract
restructure is accomplished at no change in the Firm Fixed Price of the
contract.

The additional effort being added to the contract on a Cost Plus Fixed Fee basis
consists of Tech Baseline Establishment (Ref CLIN 0011), MIL-STD 188/182
Certification Test Planning and Procedures (Ref CLIN 0012), MIL-STID 188/182
Certification Testing (OPTION CLIN 0013), VM-200, Version 2 Modems TRANSEC
Endorsement (OPTION CLIN 0014) and Communication Service Improvement (Option
CLIN 0015). Additionally, CLIN 0016 is added as a Time and Material CLIN for
Interoperability Test Support.

This Supplemental Agreement (S/A) also incorporates Statement of Work (SOW)
dated 31 Aug 1994 and Draft Tech Baseline Spec dated 19 January 1994 and deletes
reference to the Contractors proposal dated 26 February 1992.

     1. SECTION A - AWARD/CONTRACT: AFSC Form 701, Block 22 is changed as
        follows:

        FROM: $1,585,022.00 (POO002)
        BY: $675,911.00 (P00004 this action)
        TO: $2,260,933.00 (P00004)

     2. SECTION B - SUPPLIES/SERVICES:

          a. The following pricing parameters are established for this contract.

               (1) Firm Fixed Price:   FROM: $1,585,022.00 (POO002)
                                       BY:   $ No Change   (POO004)
                                             -------------
                                       TO:   $1.585,022.00 (POO004)

               (2) Cost Plus Fixed Fee:  Estimated Cost  $1,015,454.00 (P00004)
                                         Fixed Fee       $   81,236.00 (POO004)
                                                         -------------
                                         Total Amount    $1,096,690.00 (POO004)

               (3) Time & Material:      Labor Ceiling   $ 176,542.00 (POO004)
                                         ODC Ceiling     $   6,696.00 (POO004)
                                                         ------------
                                         Total Ceiling   $ 183,238.00 (POO004)

          b. The following changes are made to the CLIN structure of the
             contract::

          CLIN 0003 is restructured by revising the work required therein and by
          re-allocating a portion of the original CLIN price to the newly
          established CLIN 0010 in accordance with Page 16 herein.

          CLIN 0004, Exhibit B is superseded with Revision 1 to the CDRL in
          accordance with Page 16 herein.

          CLIN 0005, Exhibit C is superseded with Revision 1 to the CDRL in
          accordance with Page 16 herein.
                                                         F19628-91-C-0151/P00004

                                                                    Page 2 of 26

<PAGE>   14
          c. The following CLINs/SUBCLINs are ADDED to the contract:

          CLINs/SUBCLINs 0010, 0010AA, 0010AB, 0011, 0011AA, 0011AB, 0012,
          0012AA, 0012AB, 0016,0016AA, 0016AB, 0016AC and OPTION CLINs/SUBCLINs
          0013, 0013AA, 0013AB, 0014, 0014AA, 0014AB, 0015 ,0015AA and 0015AB in
          accordance with Pages 16, 17, 18, 19, 20, 21 and 22 herein.

          d. EXERCISE OF OPTION

               (1) The Government reserves the right to excercise the option for
               CLIN/SubCLINs 0013, 0013AA and 0013AB NLT 45 days after
               Government approval of Exhibit H, H0010, Final Test Plan or 1
               Apr 1995 whichever is later.

               (2) The Government reserves the right to excercise the option for
               CLIN/SubCLINs 0014,0014AA and 0014AB NLT 1 Apr 1995.

               (3) The Government reserves the right to excercise the option for
               CLIN/SubCLlNs 0015, 0015AA and 0015AB NLT I Apr 1995.

          NOTE:  The Government reserves the right to exercise the above options
                 individually. The contractor shall not proceed with the
                 performance of the option(s) until the appropriate exercise of
                 the option(s) has been accomplished, in writing, by the
                 Contracting Officer.

     3. SECTION C - DESCRIPTIONS/SPECIFICATIONS:

          a. The following Line Items in Paragraph 1 are CHANGED TO:

              CLIN                                  DESCRIPTION
              ----                                  -----------

          LINE ITEM 0003                In accordance with Statement of Work,
                                        dated 31 Aug 1994 and Baseline Spec
                                        Draft dated 19 Jan 1994.

          LINE ITEM 0004                In accordance with Exhibit B, Revision
                                        1, Contract Data Requirements List, DD
                                        Form 1423, dated 31 Aug 1994.

          LINE ITEM 0005                In accordance with Exhibit C, Revision
                                        1, Contract Data Requirements List, DD
                                        Form 1423, dated 31 Aug 1994.

          LINE ITEM 0009                In accordance with Statement of Work,
                                        dated 31 Aug 1994 and Baseline Spec
                                        Draft dated 19 Jan 1994.

         b. The following Line Items are ADDED to Paragraph 1:

              CLIN                                  DESCRIPTION
              ----                                  -----------

          LINE ITEM 0010AA              In accordance with Statement of Work
                                        dated 31 Aug 1994 and Baseline Spec
                                        Draft dated 19 Jan 1994.

          LINE ITEM 0010AB              In accordance with Exhibit F, Contract
                                        Data Requirements List, DD Form 1423,
                                        dated 31 Aug 1994.

          LINE ITEM 0011AA              In accordance with Statement of Work
                                        dated 31 Aug 1994, Paragraph 3.5.1.2.
  
                                                         F19628-91-C-0151/P00004
                                                                    Page 3 of 26

<PAGE>   15
     3. SECTION C - DESCRIPTIONS/SPECIFICATIONS CONTINUED(b):

              CLIN                                  DESCRIPTION
              ----                                  -----------

          LINE ITEM 0011AB              In accordance with Exhibit G. Contract
                                        Data Requirements List, DD Form 1423,
                                        dated 31 Aug 1994.

          LINE ITEM 0012AA              In accordance with Statement of Work
                                        dated 31 Aug 1994. Paragraphs 3.2.6.1,
                                        3.2.6.2, 3.2.6.2.1, 3.2.6.2.2 and
                                        3.2.6.2.3.

          LINE ITEM 0012AB              In accordance with Exhibit H, Contract
                                        Data Requirements List, DD Form 1423,
                                        dated 31 Aug 1994.

          LINE ITEM 0013AA              "IF OPTION EXERCISED" In accordance with
                                        Statement of Work dated 31 Aug 1994,
                                        Paragraphs 3.2.6.1, 3.2.6.2, 3.2.6.2.4
                                        and 3.2.6.2.5.

          LINE ITEM 0013AB              "IF OPTION EXERCISED" In accordance with
                                        Exhibit J, Contract Data Requirements
                                        List, DD Form 1423, dated 31 Aug 1994.

          LINE ITEM 0014AA              "IF OPTION EXERCISED" In accordance With
                                        Statement of Work dated 31 Aug 1994,
                                        Paragraphs 3.2.7, 3.2.7.1, 3.2.7.2,
                                        3.2.7.3 and Baseline Spec Draft dated
                                        19 Jan 1994.

          LINE ITEM 0014AB              "IF OPTION EXERCISED" In accordance with
                                        Exhibit K, Contract Data Requirements
                                        List, DD Form 1423, dated 31 Aug 1994.

          LINE ITEM 0015AA              "IF OPTION EXERCISED" In accordance with
                                        Statement of Work dated 31 Aug 1994,
                                        Paragraph 3.2.8.

          LINE ITEM 0015AB              "IF OPTION EXERCISED" In accordance with
                                        Exhibit L, Contract Data Requirements
                                        List, DD Form 1423, dated 31 Aug 1994.

          LINE ITEM 0016AA              The contractor shall provide additional
                                        engineering tasks in accordance with
                                        Statement of Work dated 31 Aug 1994,
                                        Paragraph 3.6.3 utilizing the labor
                                        categories and rates set forth in
                                        Special Provision H.3, herein, entitled
                                        "Time and Materials." Individual efforts
                                        will be directed by letter via Task
                                        Requirement Notices.

          LINE ITEM 0016AB              Travel and ODC in support of SubCLINs
                                        0016AA, 0016AC in accordance with
                                        Statement of Work dated 31 Aug 1994,
                                        Paragraph 3.8.2. Travel and ODC will be
                                        specified by TRNs. No profit or fee will
                                        be associated with this CLIN. The
                                        estimated cost of this CLIN is
                                        $6,696.00.

          LINE ITEM 0016AC              In accordance with Exhibit M, Contract
                                        Data Requirements List, DD Form 1423,
                                        dated 31 Aug 1994.

          NOTE:  Reference to specific Statement of Work paragraphs is for
                 information purposes and is not intended to be an inclusive
                 Listing of ALL Statement of Work Paragraphs applicable to a
                 particular CLIN/SubCLIN.


                                                         F19628-91-C-0151/P00004
                                                                    Page 4 of 26

<PAGE>   16
         3. SECTION C - DESCRIPTIONS/SPECIFICATIONS CONTINUED

                c.   Delete the following ESC FAR Sup Clause 52.215-9518
                     INCORPORATION OF CONTRACTOR'S TECHNICAL PROPOSAL (JUL 1990)
                     in its entirety from Paragraph 2.

                d.   Add the following ESC FAR Sur) Clause In Full Text:

                5352.235-9504           GUARANTEED FINAL REPORT (JUL 1993)
                                        (APPLICABLE TO CLINs 0011,0012, 0016
                                        AND 0013, 0014 AND 0015 IF OPTION
                                        EXCERCISED)

                In the event the Contractor is unable to complete the entire
                work as specified in the contract because the cost of completion
                would be in excess of funds allotted to the contract, the
                Contractor agrees, notwithstanding any other terms or clauses of
                this contract, to furnish a Final Technical Report (Reproducible
                Copy) covering the work accomplished without any increase in the
                amount of funds allotted hereunder.

         4. SECTION D - PACKAGING AND MARKING:

            The following SubCLINs are added:

            Packaging and marking for SubCLINs 0010AA, 0010AB, 0011AB, 0012AB
            and 0016AC will be accomplished in accordance with ASTM-D-3951,
            "Standard Practices for Commercial Packaging."

            Packaging and marking for SubCLINs 0013AB, 0014AB and 0015AB "If
            Options Exercised" will be accomplished in accordance with
            ASTM-D-3951, "Standard Practices for Commercial Packaging."

         5. SECTION E - INSPECTION AND ACCEPTANCE:

            a. Delete the following descriptions of CLINs 0003 and 0004 in
               Paragraph B and replace with the following:

                  CLIN                           DESCRIPTION
                  ----                           -----------

                  0003              Inspection and Acceptance following
                                    Government approval of all Data delivered
                                    under CLIN 0004, as evidenced by an executed
                                    DD Form 250.

                  0004              In accordance with Exhibit B, Revision 1,
                                    Contract Data Requirements List, DD Form
                                    1423, dated 31 Aug 1994.

             b. Add the following SubCLINs to Paragraph B:

                  CLIN                           DESCRIPTION
                  ----                           -----------

                  0010AA            Upon successful/completion of the Over the
                                    Air Test as evidenced by the Government
                                    approval of Over the Air Test Report
                                    (Exhibit F) as evidenced by an executed DD
                                    Form 250.

                  0010AB            In accordance with Exhibit F, Contract Data
                                    Requirements List, DD Form 1423, dated 31
                                    Aug 1994.

                  0011AA            Upon Government authentication of Technical
                                    Baseline Specification as evidenced by an
                                    executed DD Form 250.


                                                         F19628-91-C-0151/P00004
                                                                    Page 5 of 26

<PAGE>   17
 5. SECTION E - INSPECTION AND ACCEPTANCE CONTINUED (b):

          CLIN                                    DESCRIPTION

          0011AB          In accordance with Exhibit G, Contract Data
                          Requirements List, DD Form 1423, dated 31 Aug 1994.

          0012AA          Upon Government approval of DAMA Certification Test
                          Plan and Test Procedures (Exhibit H) as evidenced by
                          an executed DD Form 250.

          0012AB          In accordance with Exhibit H, Contract Data
                          Requirements List, DD Form 1423, dated 31 Aug 1994.

          0013AA          "IF OPTION EXERCISED" Upon Government approval of
                          successful completion of DAMA Certification Testing
                          and Certification Test Report (Exhibit J) as evidenced
                          by an executed DD Form 250.

          0013AB          "IF OPTION EXERCISED" In accordance with Exhibit J,
                          Contract Data Requirements List, DD Form 1423, dated
                          31 Aug 1994.

          0014AA          "IF OPTION EXERCISED" Upon Government approval of Data
                          delivered under SubCLIN 0014AB as evidenced by an
                          executed DD Form 250.

          0014AB          "IF OPTION EXERCISED" In accordance with Exhibit K,
                          Contract Data Requirements List, DD Form 1423, dated
                          31 Aug 1994.

          0015AA          "IF OPTION EXERCISED" Upon Government approval of Data
                          delivered under SubCLIN 0015AB as evidenced by an
                          executed DD Form 250.

          0015AB          "IF OPTION EXERCISED" In accordance with Exhibit L,
                          Contract Data Requirements List, DD Form 1423, dated
                          31 Aug 1994.

          0016AA,         Inspection and Acceptance at destination concurrent
          0016AB          with acceptance of Data under SubCLIN 0016AC, as
                          evidenced by an executed DD Form 250 at the
                          completion of each TRN.

          0016AC          In accordance With Exhibit M, Contract Data
                          Requirements List, DD Form 1423, dated 31 Aug 1994.

         5. SECTION F - DELIVERIES OR PERFORMANCE:

            a.  Add the following Federal Acquisition Regulation Clause to
                Paragraph A.I.:

                52.212-13 ALTERNATE I (APR 1984) (Applicable to CLINs 0011,
                          0012 and 0013, 0014 and 0015 if Ordered)

            b.  Paragraph B, CLINs (Line Items) 0003, 0004, 0005 and 0009 are
                deleted in their entirety and replaced in accordance with Page
                23 herein.

            c.  Add the following SubCLINs 0010AA, 0010AB, 0011AA, 0011AB,
                0012AA, 0012AB, 0013AA, 0013AB, 0014AA, 0014AB, 0015AA,
                0015AB, 0016AA, 0016AB and 0016AC to Paragraph B in accordance
                with Pages 23, 24, and 25 herein.

         6. SECTION G -ACCOUNTING DATA:

            Section G is changed in accordance with Page 26 herein.


                                                        F19628-91-C-0151/P00004
                                                                    Page 6 of 26

<PAGE>   18
     7. SECTION H - SPECIAL CONTRACT REQUIREMENTS:

          ESC FAR Sup Clauses in Full Text

          a. Add the following clauses to Paragraph A:

          5352.232-9502       LIMITATION OF FUNDS (DEC 1984)

               (a) The sum allotted to this contract and available for payment
          of costs under CLINs 0011 AND 0012 THRU 31 JANUARY 1995 in accordance
          with the clause in Section I entitled "Limitation of Funds" is
          $168,176.00.

               (b) In addition to the amount allotted under the Limitation of
          Funds clause, the additional amount of $14,624.00 is obligated for
          payment of fee for work completed under CLINs 0011 and 0012.

          5352.232-9504       SEGREGATION OF COSTS (DEC 1984)

               (a) The Contractor shall segregate all costs associated with
          Contract Line Items (CLINs) 0001, 0002, 0003, 0004, 0005, 0009 and
          0010 of this contract from the costs associated with other CLINs of
          this contract in such a manner that at any time the costs incurred
          under any portion shall be readily ascertainable.

               (b) The Contractor shall segregate all costs associated with
          Contract Line Items (CLINs/SubCLINs 0011, 0011AA, 0012, 0012AA and
          0013, 0013AA, 0014, 0014AA, 0015, and 0015AA if ordered of this
          contract from the costs associated with other CLINs of this contract
          in such a manner that at any time the costs incurred under any portion
          shall be readily ascertainable.

               (c) The Contractor shall segregate all costs associated with
          Contract Line Items (CLINs/SubCLINs 0016, 0016AA and 0016AB of this
          contract from the costs associated with other CLINs of this contract
          in such a manner that at any time the costs incurred under any portion
          shall be readily ascertainable.

               (d) Costs properly allocable to CLINs 0011, 0012 and (If Ordered)
          0013, 0014 and 0015 shall be allowable and subject to reimbursement in
          accordance with the "Limitation of Funds" clause only within the
          separate "sum allotted" set forth in the contract schedule for such
          CLINs/SubCLINs.

          5352.243-9501       NOT TO EXCEED COST AGREEMENT (CPFF) (DEC 1984)
                              (APPLICABLE TO CLINs 0011, 0012 AND 0013, 0014
                              AND 0015 IF ORDERED)

               (a) Prior to the issuance of a change order under this contract,
          the Contracting Officer may solicit from the Contractor written
          agreement as to the maximum (in the case of an increase) adjustments
          or (in the case of a reduction) a Not-Less-Than amount adjustments to
          be made in both the estimated cost and fixed fee, and/or in the
          delivery schedule (or time of performance), by reason of the change.
          The Contracting Officer may also solicit such agreement on limitations
          on the adjustments, to any other provisions of the contract which may
          be subject to equitable adjustments by reason of the change. Any such
          written agreement shall then be cited in the change order, and upon
          its issuance shall be a binding part of the contract. In no event
          shall the definitive equitable adjustment exceed the delivery schedule
          (or time of performance) adjustments so established, nor otherwise be
          inconsistent with other adjustment limitations so established. Except
          with respect thereto, nothing contained herein shall affect the rights
          of the parties to an equitable adjustment by reason of the change,
          pursuant to said "Changes" clause.


                                                         F19628-91-C-0151/P00004
                                                                    Page 7 of 26

<PAGE>   19

<TABLE>
<S>                                                                                                                              <C>
 __________________________________________________________________________________________________________________________________
|                                                                                                             |                    |
|        AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                   |   PAGE 1 OF 26-    |
|_____________________________________________________________________________________________________________|____________________|
|                                  |             |                       |                                    |                    |
|  2. PROC INSTRUMENT ID NO (PIIN) |  3. SPIIN   |   4. EFFECTIVE DATE   |   5. REQUISITION/PURCHASE REQUEST  |  6. BDC/DMS RATING |
|                                  |             |                       |   PROJECT NO.                      |                    |
|  F19628-91-C-0151                |    P00005   |   MAILING DATE        |                                    |   DO-A7            |
|__________________________________|_____________|_______________________|____________________________________|____________________|
|                                                           |                                                                      |
|  7. ISSUED BY                                             |   8. ADMINISTERED BY (IF OTHER THAN BLOCK 7)                         |
|                                        CODE FA8709        |                                                       CODE S0514A    |
|  Electronic Systems Center                                |   DCMAO, SAN DIEGO                                                   |
|  Air Force Materiel Command, USAF                         |   7675 Daggett Street                                                |
|  Hanscom AFB, MA 01731-1620                               |   San Diego, CA 92121-2241                                           |
|                                                           |                                                                      |
|  Program:  MILSATCOM                                      |                                                                      |
|  Buyer:   Priscilla A. Busa, ESC/MCK                      |    PAS: NONE                                                         |
|           (617) 271-6370                                  |                                                                      |
|___________________________________________________________|______________________________________________________________________|
|                                                                                             |                                    |
|  9. CONTRACTOR                                                FACILITY CODE                 |  10. SECURITY CLASS                |
|  NAME AND ADDRESS                      CODE 47358                                           |            U                       |
|                                                                                             |____________________________________|
|                                                                                             |                                    |
|                                                                                             |  11. DISCOUNT FOR PROMPT PAYMENT   |
|                                                                                             |                        NET DAYS    |
|                                                                                             |  1                                 |
|  ViaSat, Incorporated                                                                       |  ST           %      DAYS          |
|  2290 Cosmos Court                                                                          |                                    |
|  Carlsbad, CA 92009-1585                                                                    |  2                        OTHER    |
|                                                                                             |  ND           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  3                                 |
|                                                                                             |  RD           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  ________________________________  |
|                                                                                             |                                    |
|                                                                                             |   12. PURCHASE OFFICE POINT OF     |
|                                                                                             |   CONTACT  HCF/H47/HCF             |
|_____________________________________________________________________________________________|____________________________________|
|                                                                                                                                  |
|  13. THIS BLOCK APPLIES ONLY TO AMENDMENTS OF SOLICITAITONS                                                                      |
|   _____                                                                           _____                  _____                   |
|  |     |  The above numbered solicitation is amended as set forth in block 17.   |     |  is extended   |     |  is not extended |
|  |_____|  The hour and date specified for receipt of Offers                      |_____|                |_____|                  |
|                                                                                                                                  |
|  Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation, or as amended by    |
|  one of the following methods                                                                                                    |
|                                                                                                                                  |
|  (a) By signing and returning _______ copies of this amendment, (b) By acknowledging receipt of this amendment on each copy of   |
|  the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.|
|  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE ISSUING OFFICE PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN          |
|  REJECTION OF YOUR OFFER if by virtue of this amendment you desire to change an offer already submitted, such change may be made |
|  by telegram or letter provided such telegram or letter makes reference to the solicitation and this amendment, and is received  |
|  prior to the opening hour and date specified.                                                                                   |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  14. THIS BLOCK APPLIES ONLY TO MODIFICATION OF CONTRACTS                                                                        |
|   _____                                                                                                                          |
|  |     |  THIS CHANGE IS ISSUED PURSUANT TO ___________________________________                                                  |
|  |_____|  THE CHANGES SET FORTH HEREIN ARE MADE TO THE ABOVE NUMBERED CONTRACT/ORDER                                             |
|   _____                                                                                                                          |
|  |     |  THE ABOVE NUMBERED CONTRACT IS MODIFIED TO REFLECT THE ADMINISTATIVE CHANGES (SUCH AS CHANGES                          |
|  |_____|  IN PAYING OFFICE, APPROPRIATION DATA, ETC.) SET FORTH HEREIN.                                                          |
|   _____                                                                                                                          |
|  |     |  THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF                                                   |
|  |_____|  IT MODIFIES THE ABOVE NUMBERED CONTRACT AS SET FORTH HEREIN.                                                           |
|   _____                                                                                                                          |
|  |  X  |  THIS MODIFICATION IS ISSUED PURSUANT TO FAR 52.217-7 OPTION FOR INCREASED QUANTITY AND                                 |
|  |_____|  EFARS 5352.232-9502 LIMITATION OF FUNDS                                                                                |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  15. CONTRACT ADMINISTRATION DATA                                                                                                |
|                                                                                                                                  |
|  A. KIND  B. MOD ABST     C. DATE OF SIGNATURE  D. CHANGE IN CONTRACT AMO  E. LOSING PO/CAD  F. GAINING PO/CAD  G. SVC/AGENCY US |
|  OF MOD   RECIPIENT ADP P    MODIFICATION       INCREASE (+) DECREASE (-)     ON TRANSFER       ON TRANSFER                      |
|  B                                                    $178,373.00(+)                                                             |
|                                                                                                                                  |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  16. ENTER ANY APPLICABLE CHANGES                                                                                                |
|                                                                                                                                  |
|  A. PAY  B. EFFECTIVE DA  C. CONTRACT      D. TYPE   E. SURV  F. SPL CONTR  G. PAYING OFC  H. DATE SIGNED  I. SECURITY (1)CLASS  |
|  CODE    OF AWARD         (1)TYPE (2)KIND  CONTR     CRIT     PROVISIONS    CODE                           (2) DATE OF DD 254    |
|                               9                                                                                                  |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  17. REMARKS (EXCEPT AS PROVIDED HEREIN, ALL ITEMS AND CONDITIONS OF THE CONTRACT, AS HERETOFORE CHANGED, REMAIN UNCHANGED AND   |
|  IN FULL FORCE AND EFFECT).                                                                                                      |
|                                                                                                                                  |
|  THIS MODIFICATION EXERCISES OPTION SUBCLINS 0015AA AND 0015AB AND PROVIDES FULL FUNDING FOR SUBCLINS 0011AA, 0011AB, 0012AA AND |
|  0012AB.                                                                                                                         |
|__________________________________________________________________________________________________________________________________|
|        _____                                           _____                                                                     |
|  18.  |  X  |   CONTRACTOR/OFFEROR IS NOT REQUIRED    |     |   CONTRACTOR/OFFEROR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN  |
|       |_____|    TO SIGN THIS DOCUMENT                |_____|      ORIG 1   COPIES TO ISSUING OFFICE.                            |
|__________________________________________________________________________________________________________________________________|
|                                                                 |                                                                |
|  19. CONTRACTOR/OFFEROR(Signature of person authorized to sign) | 22. UNITED STATES OF AMERICA(Signature of Contracting Officer) |
|                                                                 |                                                                |
|  BY                                                             | BY    /S/ JOSEPH A. ZIMMERMAN                                  |
|_________________________________________________________________|________________________________________________________________|
|                                               |                 |                                     |                          |
|  20. NAME AND TITLE OF SIGNER                 | 21. DATE SIGNED | 23. NAME OF CONTRACTING OFFICER     |     24. DATE SIGNED      |
|      (Type or print)                          |                 |     (Type or print)                 |         31 Jan 95        |
|                                               |                 |     JOSEPH A. ZIMMERMAN             |                          |
|                                               |                 |                                     |                          |
|_______________________________________________|_________________|_____________________________________|__________________________|

 AFMC FORM 702 (COMPUTER GENERATED)
</TABLE>


<PAGE>   20
The purpose of this modification is to fully fund to completion CLINs/SubCLINs
0011, 0011AA, 0011AB, 0012, 0012AA, 0012AB and to exercise Option CLIN/SubCLIN
0015, 0015AA and 0015AB. The contract is modified as follows:

         1.   SECTION A - AWARD/CONTRACT: AFSC Form 701, Block 22 is changed as
              follows;

              FROM: $2,260,933.00 (POO004)

              BY:   $  178,373.00 (P00005 this action)
                    -------------
              TO:   $2,439,306.00 (P00005)

         2.   SECTION B - SUPPLIES/SERVICES:

              (a) SEE ATTACHED AMIS FORM 70B ON PAGE 4 HEREIN.

              (b) REPLACE PARAGRAPH a. (2) in its entirety with the following:


<TABLE>
<S>                                                         <C>
                  "(2) Cost Plus Fixed Fee: Estimated Cost  $1,015,454.00 (P00004)
                                            Fixed Fee       $   81,236.00 (P00004)
                                                            -------------
                                            Total Amount    $1,096,690.00 (POO004)"
</TABLE>


                  *INCLUDES OPTION CLINs/SUBCLINs 0011, 0011AA, 0011AB, 0012,.

             (c) REPLACE PARAGRAPH c. in its entirety with the following:

                 CLINs/SubCLINs 0010, 0010AA, 0010AB, 0011, 0011AA, 0011A.B,
                 0012, 0012AA, 0012AB, 0015, 0015AA, 0015AB, 0016, 0016AA,
                 0016AB, 0016AC and OPTION CLINs/SubCLINs 0013, 0013AA,
                 0013AB, 0014,0014AA and 0014AB

             (d) DELETE PARAGRAPH d. (3), Exercise of Option in its entirety.

        3. SECTION C - DESCRIPTIONS/SPECIFICATIONS:

           In PARAGRAPH 1 delete the words "IF OPTION EXERCISED" on Line
           Items 00115AA and 0015AB.

        4. SECTION D - PACKAGING AND MARKING:

           REPLACE PARAGRAPH 1 AND 2 in their entirety.

           Packaging and marking for SubCLINs 0010AA, 0010AB, 0011AB, 0012AB,
           0015AB and 0016AC will be accomplished in accordance with
           ASTM-D-3951, "Standard Practices for Commercial Packaging."

           Packaging and marking for SubCLINs 0013AB, and 0014AB "If Options
           Exercised" will be accomplished in accordance with ASTM-D-3951,
           "Standard Practices for Commercial Packaging."


                                                         F19628-91-C-0151/P00005
                                                                     Page 2 of 6

<PAGE>   21

<TABLE>
<S>                                                                                                                             <C>
 __________________________________________________________________________________________________________________________________
|                                                                                                             | 1.                 |
|        AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                   |    PAGE 1 OF 6-    |
|_____________________________________________________________________________________________________________|____________________|
|                                  |             |                       |                                    |                    |
|  2. PROC INSTRUMENT ID NO (PIIN) |  3. SPIIN   |   4. EFFECTIVE DATE   |   5. REQUISITION/PURCHASE REQUEST  |  6. BDC/DMS RATING |
|                                  |             |                       |   PROJECT NO.                      |                    |
|  F19628-91-C-0151                |  P00007     |   MAILING DATE        |                                    |     DO-A7          |
|__________________________________|_____________|_______________________|____________________________________|____________________|
|                                                           |                                                                      |
|  7. ISSUED BY                                             |   8. ADMINISTERED BY (IF OTHER THAN BLOCK 7)                         |
|                                        CODE FA8709        |                                                       CODE S0514A    |
|  Electronic Systems Center                                |   DCMAO, SAN DIEGO                                                   |
|  Air Force Materiel Command, USAF                         |   7675 Daggett Street                                                |
|  Hanscom AFB, MA 01731-1620                               |   San Diego, CA 92121-2241                                           |
|                                                           |                                                                      |
|  Program:  MILSATCOM                                      |                                                                      |
|  Buyer:   Priscilla A. Busa, ESC/MCK                      |    PAS: NONE                                                         |
|           (617) 271-6370                                  |                                                                      |
|___________________________________________________________|______________________________________________________________________|
|                                                                                             |                                    |
|  9. CONTRACTOR                                                FACILITY CODE                 |  10. SECURITY CLASS                |
|  NAME AND ADDRESS                      CODE 47358                                           |            U                       |
|                                                                                             |____________________________________|
|                                                                                             |                                    |
|                                                                                             |  11. DISCOUNT FOR PROMPT PAYMENT   |
|                                                                                             |                        NET DAYS    |
|                                                                                             |  1                                 |
|  ViaSat, Incorporated                                                                       |  ST           %      DAYS          |
|  2290 Cosmos Court                                                                          |                                    |
|  Carlsbad, CA 92009-1585                                                                    |  2                        OTHER    |
|                                                                                             |  ND           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  3                                 |
|                                                                                             |  RD           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  ________________________________  |
|                                                                                             |                                    |
|                                                                                             |   12. PURCHASE OFFICE POINT OF     |
|                                                                                             |   CONTACT  HCF/H47/H47             |
|_____________________________________________________________________________________________|____________________________________|
|                                                                                                                                  |
|  13. THIS BLOCK APPLIES ONLY TO AMENDMENTS OF SOLICITATIONS                                                                      |
|   _____                                                                           _____                  _____                   |
|  |     |  The above numbered solicitation is amended as set forth in block 17.   |     |  is extended   |     |  is not extended |
|  |_____|  The hour and date specified for receipt of Offers                      |_____|                |_____|                  |
|                                                                                                                                  |
|  Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation, or as amended by    |
|  one of the following methods                                                                                                    |
|                                                                                                                                  |
|  (a) By signing and returning _______ copies of this amendment, (b) By acknowledging receipt of this amendment on each copy of   |
|  the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.|
|  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE ISSUING OFFICE PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN          |
|  REJECTION OF YOUR OFFER if by virtue of this amendment you desire to change an offer already submitted, such change may be made |
|  by telegram or letter provided such telegram or letter makes reference to the solicitation and this amendment, and is received  |
|  prior to the opening hour and date specified.                                                                                   |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  14. THIS BLOCK APPLIES ONLY TO MODIFICATION OF CONTRACTS                                                                        |
|   _____                                                                                                                          |
|  |     |  THIS CHANGE IS ISSUED PURSUANT TO ___________________________________                                                  |
|  |_____|  THE CHANGES SET FORTH HEREIN ARE MADE TO THE ABOVE NUMBERED CONTRACT/ORDER                                             |
|   _____                                                                                                                          |
|  |     |  THE ABOVE NUMBERED CONTRACT IS MODIFIED TO REFLECT THE ADMINISTATIVE CHANGES (SUCH AS CHANGES                          |
|  |_____|  IN PAYING OFFICE, APPROPRIATION DATA, ETC.) SET FORTH HEREIN.                                                          |
|   _____                                                                                                                          |
|  |     |  THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF                                                   |
|  |_____|  IT MODIFIES THE ABOVE NUMBERED CONTRACT AS SET FORTH HEREIN.                                                           |
|   _____                                                                                                                          |
|  |  X  |  THIS MODIFICATION IS ISSUED PURSUANT TO FAR 52.217.7 OPTION FOR INCREASED QUANTITY                                     |
|  |_____|                                                                                                                         |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  15. CONTRACT ADMINISTRATION DATA                                                                                                |
|                                                                                                                                  |
|  A. KIND  B. MOD ABST     C. DATE OF SIGNATURE  D. CHANGE IN CONTRACT AMO  E. LOSING PO/CAD  F. GAINING PO/CAD  G. SVC/AGENCY US |
|  OF MOD   RECIPIENT ADP P    MODIFICATION       INCREASE (+) DECREASE (-)     ON TRANSFER       ON TRANSFER                      |
|  B.                                                   $288,600.00 (+)                                                            |
|__________________________________________________________________________________________________________________________________|
|  16.  ENTER ANY APPLICABLE CHANGES                                                                                               |
|  A. PAY  B. EFFECTIVE DA  C. CONTRACT      D. TYPE   E. SURV  F. SPL CONTR  G. PAYING OFC  H. DATE SIGNED  I. SECURITY (1)CLASS  |
|  CODE    OF AWARD         (1)TYPE (2)KIND  CONTR     CRIT     PROVISIONS    CODE                           (2) DATE OF DD 254    |
|                                                                                                                                  |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  17. REMARKS (Except as provided herein, all items and conditions of the contract, as heretofore changed, remain unchanged and   |
|  in full force and effect).                                                                                                      |
|                                                                                                                                  |
|  THIS MODIFICATION EXERCISES OPTION SubCLINs 0014AA AND 0014AB, (SEE ATTACHED)                                                   |
|__________________________________________________________________________________________________________________________________|
|        _____                                           _____                                                                     |
|  18.  |  X  |   CONTRACTOR/OFFEROR IS NOT REQUIRED    |     |   CONTRACTOR/OFFEROR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN  |
|       |_____|    TO SIGN THIS DOCUMENT                |_____|      COPIES TO ISSUING OFFICE.                                     |
|__________________________________________________________________________________________________________________________________|
|                                                                 |                                                                |
|  19. CONTRACTOR/OFFEROR(Signature of person authorized to sign) | 22. UNITED STATES OF AMERICA(Signature of Contracting Officer) |
|                                                                 |                                                                |
|  BY                                                             | BY    /S/ JOSEPH A. ZIMMERMAN                                  |
|_________________________________________________________________|________________________________________________________________|
|                                               |                 |                                     |                          |
|  20. NAME AND TITLE OF SIGNER                 | 21. DATE SIGNED | 23. NAME OF CONTRACTING OFFICER     |     24. DATE SIGNED      |
|      (Type or print)                          |                 |     (Type or print)                 |         28 MAR 95        |
|                                               |                 |     JOSEPH A. ZIMMERMAN             |                          |
|_______________________________________________|_________________|_____________________________________|__________________________|

 AFMC FORM 702 (COMPUTER GENERATED)
</TABLE>


<PAGE>   22
The purpose of this modification is to exercise Option CLIN/SubCLIN 0014,
0014AA and 0014AB. The contract is modified as follows:

         1.   SECTION A - AWARD/CONTRACT: AFSC Form 701, Block 22 is changed as
              follows:

              FROM:     $2,439,306.00 (P00005)
              BY:       $  288,600.00 (P00007 this action)
                        -------------
              TO:       $2,727,906.00 (POO007)

         2.   SECTION B - SUPPLIES/SERVICES:

              (a)  SEE ATTACHED AMIS FORM 70B ON PAGE 4 HEREIN.

              (b)  REPLACE PARAGRAPH c. in its entirety with the following:

                   CLINs/SubCLINs 0010, 0010AA, 0010AB, 0011, 0011AA, 0011AB,
                   0012, 0012AA,0012AB, 0015, 0015AA, 0015AB, 0016,0016AA,
                   0016AB, 0016AC 0014,0014AA and 0014AB and OPTION
                   CLINS/SUBCLINs 0013,0013AA, 0013AB,

              (d)  DELETE PARAGRAPH d. (2), Exercise of Option in its entirety-

          3. SECTION C - DESCRIPTIONS/SPECIFICATIONS

             In PARAGRAPH 1 delete the words "IF OPTION EXERCISED" on Line
             Items 0014AA and 0014AB.

          4. SECTION D - PACKAGING AND MARKING:

             REPLACE PARAGRAPH 1 AND 2 in their entirety.

             Packaging and marking for SubCLINs 0010AA, 0010AB, 0011AB, 0012AB,
             0014AB, 0015AB and 0016A will be accomplished in accordance with
             ASTM-D-3951, "Standard Practices for Commercial Packaging."

             Packaging and marking for SubCLIN 0013AB "If Options Exercised"
             will be accomplished in accordance with ASTM-D-3951, "Standard
             Practices for Commercial Packaging."

                                                         F19628-91-C-0151-P00007
                                                                     Page 2 of 6

<PAGE>   23
         5.  SECTION E - INSPECTION AND ACCEPTANCE:

             In PARAGRAPH B, delete the words "IF OPTION EXERCISED" on SubCLINs
             0014AA and 0014AB.

         6.  SECTION F - DELIVERIES OR PERFORMANCE:

             SEE ATTACHED AMIS FORM 70F ON PAGE 5 HEREIN.

         7. SECTION G - ACCOUNTING DATA:

             SEE ATTACHED AMIS FORM 60G ON PAGE 6 HEREIN.

         8. NO CHANGES TO ANY OTHER SECTIONS OF THIS CONTRACT.

                                                         F19628-91-C-0151-P00007
                                                                     Page 3 of 6

<PAGE>   24
70B - PART I, SECTION B OF THE SCHEDULE


<TABLE>
<CAPTION>
                                                                     Quantity        Unit Price
Item No              Supplies/Services                              Purch Unit    Total Item Amount
- -------              -----------------                              -------------------------------
<S>                                                                 <C>
0014     Exercise Option Info CLIN              sec class: U
         noun: VM-200, VERSION 2 MODEMS TRANSEC
                ENDORSEMENT
         descriptive data:
         A. Delivery IAW SubCLIN 0014AA.
         B. Data IAW SubCLIN 0014AB.

0014AA   Exercise Option SubCLIN                sec class; U             1 E$         288,600.O0
                                                                        LO E$         288,600.00

         noun: COMMUNICATION SERVICE IMPROVEMENT
         acrn: AE       nsn: N
         site codes     cqa: D acp: D fob: D
         pr/mipr data: FY7620-95-MCX068AMEND02
         type contract: U

         descriptive data:
         Contractor shall participate in the NSA's
         Commercial COMSEC Endorsement Program (CCEP)
         to obtain endorsement of the VM-200, Version 2,
         Rev (-) Modems at an Estimated Cost of
         $267,222.00 and a Fixed Fee of $21,378.00.

0014AB  Exercise Option SubCLIN                 sec class: U             1  NSP
                                                                        LO  NSP

         noun: DATA FOR SUBCLIN 0014AA
         acrn: AE       nsn: N
         site codes     cqa: D acp: D fob: D
         pr/mipr data: FY7620-95-MCX068AMEND02
         type contract: U

         descriptive data:
         Data IAW Exhibit K, CDRL Data Items.       Not
         Separately Priced (NSP). Price included
         in the price of SubCLIN 0014AA.
</TABLE>


                                                         F19628-91-C-0151/P00007
                                                                     Page 4 of 6

<PAGE>   25

<TABLE>
<S>                                                                                                                             <C>
 __________________________________________________________________________________________________________________________________
|                                                                                                             |                    |
|        AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                   |  1. PAGE 1 OF 6    |
|_____________________________________________________________________________________________________________|____________________|
|                                  |             |                       |                                    |                    |
|  2. PROC INSTRUMENT ID NO (PIIN) |  3. SPIIN   |   4. EFFECTIVE DATE   |   5. REQUISITION/PURCHASE REQUEST  |  6. BDC/DMS RATING |
|                                  |             |                       |   PROJECT NO.                      |                    |
|  F19628-91-C-0151                |  P00008     |   MAILING DATE        |                                    |     DO-A7          |
|__________________________________|_____________|_______________________|____________________________________|____________________|
|                                                           |                                                                      |
|  7. ISSUED BY                                             |   8. ADMINISTERED BY (IF OTHER THAN BLOCK 7)                         |
|                                        CODE FA8709        |                                                       CODE S0514A    |
|  Electronic Systems Center                                |   DCMAO, SAN DIEGO                                                   |
|  Air Force Materiel Command, USAF                         |   7675 Daggett Street                                                |
|  Hanscom AFB, MA 01731-1620                               |   San Diego, CA 92121-2241                                           |
|                                                           |                                                                      |
|  Program:  MILSATCOM                                      |                                                                      |
|  Buyer:   Priscilla A. Busa, ESC/MCK                      |    PAS: NONE                                                         |
|           (617) 271-6370                                  |                                                                      |
|___________________________________________________________|______________________________________________________________________|
|                                                                                             |                                    |
|  9. CONTRACTOR                                                FACILITY CODE                 |  10. SECURITY CLASS                |
|  NAME AND ADDRESS                      CODE 47358                                           |            U                       |
|                                                                                             |____________________________________|
|                                                                                             |                                    |
|                                                                                             |  11. DISCOUNT FOR PROMPT PAYMENT   |
|                                                                                             |                        NET DAYS    |
|                                                                                             |  1                                 |
|  ViaSat, Incorporated                                                                       |  ST           %      DAYS          |
|  2290 Cosmos Court                                                                          |                                    |
|  Carlsbad, CA 92009-1585                                                                    |  2                        OTHER    |
|                                                                                             |  ND           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  3                                 |
|                                                                                             |  RD           %      DAYS          |
|                                                                                             |                                    |
|                                                                                             |  ________________________________  |
|                                                                                             |                                    |
|                                                                                             |   12. PURCHASE OFFICE POINT OF     |
|                                                                                             |   CONTACT  HCF/H47/H47             |
|_____________________________________________________________________________________________|____________________________________|
|                                                                                                                                  |
|  13. THIS BLOCK APPLIES ONLY TO AMENDMENTS OF SOLICITAITONS                                                                      |
|   _____                                                                           _____                  _____                   |
|  |     |  The above numbered solicitation is amended as set forth in block 17.   |     |  is extended   |     |  is not extended |
|  |_____|  The hour and date specified for receipt of Offers                      |_____|                |_____|                  |
|                                                                                                                                  |
|  Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation, or as amended by    |
|  one of the following methods                                                                                                    |
|                                                                                                                                  |
|  (a) By signing and returning _______ copies of this amendment, (b) By acknowledging receipt of this amendment on each copy of   |
|  the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.|
|  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE ISSUING OFFICE PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN          |
|  REJECTION OF YOUR OFFER if by virtue of this amendment you desire to change an offer already submitted, such change may be made |
|  by telegram or letter provided such telegram or letter makes reference to the solicitation and this amendment, and is received  |
|  prior to the opening hour and date specified.                                                                                   |
|__________________________________________________________________________________________________________________________________|
|                                                                                                                                  |
|  14. THIS BLOCK APPLIES ONLY TO MODIFICATION OF CONTRACTS                                                                        |
|   _____                                                                                                                          |
|  |     |  THIS CHANGE IS ISSUED PURSUANT TO ___________________________________                                                  |
|  |_____|  THE CHANGES SET FORTH HEREIN ARE MADE TO THE ABOVE NUMBERED CONTRACT/ORDER                                             |
|   _____                                                                                                                          |
|  |     |  THE ABOVE NUMBERED CONTRACT IS MODIFIED TO REFLECT THE ADMINISTATIVE CHANGES (SUCH AS CHANGES                          |
|  |_____|  IN PAYING OFFICE, APPROPRIATION DATA, ETC.) SET FORTH HEREIN.                                                          |
|   _____                                                                                                                          |
|  |     |  THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF  THE "CHANGES CLAUSE"                             |
|  |_____|  IT MODIFIES THE ABOVE NUMBERED CONTRACT AS SET FORTH HEREIN.                                                           |
|   _____                                                                                                                          |
|  |  X  |  THIS MODIFICATION IS I