<PAGE>   1
   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1996
    
                                                      REGISTRATION NO. 333-13183
================================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
   
                               AMENDMENT NO. 3 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
 

                                    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>   3
 
     (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
- -------   ------------------------------------------------------------------------------------
<S>       <C>
  1.1     Form of Underwriting Agreement.(1)
  3.1     Amended and Restated Certificate of Incorporation.(1)
  3.2     Bylaws.(1)
  4.1     Form of Common Stock Certificate.(1)
  5.1     Opinion of Latham & Watkins.(1)
 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").(1)
 10.9     Form of Incentive Stock Option Agreement under the 1996 Equity Participation
          Plan.(1)
 10.10    Form of Nonqualified Stock Option Agreement under the 1996 Equity Participation
          Plan.(1)
 10.11    The ViaSat, Inc. Employee Stock Purchase Plan.(1)
 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>   4
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBERS                                  DESCRIPTION OF EXHIBIT
- -------   ------------------------------------------------------------------------------------
<S>       <C>
 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.(1)
 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.(1)
 10.27    Award/Contract, effective October 2, 1995, issued by Electronic Systems Center/MCK
          Air Force Materiel Command, USAF to the Company.(1)
 10.28    Award/Contract, effective September 29, 1993, as amended, issued by Information
          Technology Acquisition Center to the Company.(1)
 10.29    Turnkey Agreement, dated August 9, 1996, by and between Hutchison Corporate Access
          (HK) Limited and the Company.(1)
 10.30    Award/Contract, effective July 30, 1991, issued by Electronic Systems Division Air
          Force Systems Command, USAF to the Company.(1)
 10.31    Award/Contract, effective September 27, 1993, as amended, issued by Contracting
          Officer Naval Research Laboratory to the Company.(1)
 10.32    Award Contract, effective September 21, 1994, as amended, issued by Technical
          Contract Management Office to the Company.(1)
 10.33    Fixed Price Contract, dated as of October 18, 1995, by and between the Company and
          Spectragraphics.(1)
 10.34    Commitment Letter, dated October 28, 1996, issued by Union Bank to the Company.(1)
 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).(1)
 24.1     Power of Attorney.(1)
 27.1     Financial Data Schedule.(1)
</TABLE>

    
 
- ---------------
(1) Filed previously.
 
(2) Filed herewith.
 
     (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>   5
 

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>   6
 

                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 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 21, 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. 3 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 21, 1996
- -----------------------------------  President and Chief
Mark D. Dankberg                     Executive Officer (Principal
                                     Executive Officer)

/s/  GREGORY D. MONAHAN*             Vice President, Chief           November 21, 1996
- -----------------------------------  Financial Officer and
Gregory D. Monahan                   General Counsel (Principal
                                     Financial Officer and
                                     Principal Accounting
                                     Officer)

/s/  ROBERT W. JOHNSON*              Director                        November 21, 1996
- -----------------------------------
Robert W. Johnson


/s/  JEFFREY M. NASH*                Director                        November 21, 1996
- -----------------------------------
Jeffrey M. Nash

/s/  B. ALLEN LAY*                   Director                        November 21, 1996
- -----------------------------------
B. Allen Lay

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

    
 
                                      II-5

<PAGE>   7
 

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

<TABLE>
<CAPTION>
EXHIBIT
NUMBERS                                  DESCRIPTION OF EXHIBIT
- -------   ------------------------------------------------------------------------------------
<S>       <C>
  1.1     Form of Underwriting Agreement.(1)
  3.1     Amended and Restated Certificate of Incorporation.(1)
  3.2     Bylaws.(1)
  4.1     Form of Common Stock Certificate.(1)
  5.1     Opinion of Latham & Watkins.(1)
 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").(1)
 10.9     Form of Incentive Stock Option Agreement under the 1996 Equity Participation
          Plan.(1)
 10.10    Form of Nonqualified Stock Option Agreement under the 1996 Equity Participation
          Plan.(1)
 10.11    The ViaSat, Inc. Employee Stock Purchase Plan.(1)
 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>   8
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBERS                                  DESCRIPTION OF EXHIBIT
- -------   ------------------------------------------------------------------------------------
<S>       <C>
 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.(1)
 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.(1)
 10.27    Award/Contract, effective October 2, 1995, issued by Electronic Systems Center/MCK
          Air Force Materiel Command, USAF to the Company.(1)
 10.28    Award/Contract, effective September 29, 1993, as amended, issued by Information
          Technology Acquisition Center to the Company.(1)
 10.29    Turnkey Agreement, dated August 9, 1996, by and between Hutchison Corporate Access
          (HK) Limited and the Company.(1)
 10.30    Award/Contract, effective July 30, 1991, issued by Electronic Systems Division Air
          Force Systems Command, USAF to the Company.(1)
 10.31    Award/Contract, effective September 27, 1993, as amended, issued by Contracting
          Officer Naval Research Laboratory to the Company.(1)
 10.32    Award Contract, effective September 21, 1994, as amended, issued by Technical
          Contract Management Office to the Company.(1)
 10.33    Fixed Price Contract, dated as of October 18, 1995, by and between the Company and
          Spectragraphics.(1)
 10.34    Commitment Letter, dated October 28, 1996, issued by Union Bank to the Company.(1)
 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).(1)
 24.1     Power of Attorney.(1)
 27.1     Financial Data Schedule.(1)
</TABLE>

    
 
- ---------------
(1) Filed previously.
 
(2) Filed herewith.





<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
        ----------------------------            -------------------------------




<PAGE>   2
                       * CONFIDENTIAL TREATMENT REQUESTED



                                   SECTION A

                               TABLE OF CONTENTS



<TABLE>
<CAPTION>

SECTION                  DESCRIPTION                              PAGES
- -------                  -----------                              -----
<S>             <C>                                            <C>

  B             SCHEDULE OF SUPPLIES AND SERVICES               B-1 to B-5
                
  C             STATEMENT OF WORK                               C-1 to 16

  D             PACKAGING AND MARKING                           D-1 to D-2

  E             INSPECTION AND ACCEPTANCE                       E-1 to E-2

  F             DELIVERIES OR PERFORMANCE                       F-1 to F-2

  G             SUBCONTRACT ADMINISTRATION DATA                 G-1 to G-2

  H             SPECIAL PROVISIONS                              H-1 to H-8

  I             GENERAL PROVISIONS                              I-1 to I-10

  J             LIST OF ATTACHMENTS

</TABLE>



B-1 to B-4 *

Milestone Schedules *

C-1 to C-12 *

F-2 *



                                      A-1

  

<PAGE>   3
                                                        Subcontract:    S114TP



                               MILESTONE SCHEDULE


1.  Attached hereto are the valued milestones that are applicable to Item 2.
Non-Recurring Engineering.

2.  Each milestone scheduled event as specified, is subject to MESC verification
of completion.  MESC acceptance shall not be unreasonably withheld.




                                      B-5

<PAGE>   4
                                                        Subcontract:    S114TP


                                   SECTION C


                               STATEMENT OF WORK



                                      C-1

<PAGE>   5
                                                                 20 January 1994

                      6.0 PACKAGING, MARKING AND SHIPPING

6.1  PACKAGING

Equipment and modules shall be prepared for shipment with the appropriate
preservation, packaging and packing such that adequate protection is provided
against corrosion, deterioration and physical damage during shipment and
handling. This includes protection of Electrostatic Sensitive Devices (ESD).

6.2  MARKING

Packages and/or shipping containers shall be marked in accordance with best
commercial practice. Marking shall consist of, as a minimum, manufacturer's
part number, serial number of serialized equipment and Delivery Order number.

Marking of the Modem module and circuit cards shall be in accordance with the
Modem specification (452647) and 4.2.5.1 above for INFOSEC Marking.

6.3  SHIPPING

The FOB point for hardware shipments is Origin (Carlsbad, CA). Seller shall
ship hardware and documentation in accordance with Buyer's instructions as
specified in the Delivery Order. Seller shall be entitled to ship as soon as
practical after final acceptance.




                                       13




<PAGE>   6
                                                                20 January 1994


                       7.0 TECHNICAL AND MANAGEMENT DATA


The Subcontractor shall supply the data and technical support delineated in the
subcontract. The notation "A" indicates that the Subcontractor shall supply the
source data, in any form, in sufficient detail for MESC to prepare data meeting
the requirements of the prescribed DID. The notation "B" indicates that the data
is prepared in accordance with the prescribed DID. The delivery schedule for
data shall be as specified in the Subcontract.


                                       14

<PAGE>   7
                                                                20 January 1994


                                8.0 DELIVERABLES


All of the deliverable items and quantities listed in the purchase order, shall
be supplied by the Subcontractor. The schedule for deliveries of equipment,
supplies, services and data is delineated in the purchase order.


                                       15




<PAGE>   8
                                                                20 January 1994


                                  9.0 SECURITY

The Subcontractor shall conform to the provisions of the Industrial Security
Manual DoD-5220.22 and EMUT security requirements checklists (DD Form 254) for
safeguarding classified information.


                                       16

<PAGE>   9
                                                     Subcontract:  S114TP














                                   SECTION D
                                   ---------




                             PACKAGING AND MARKING













                                      D-1

<PAGE>   10
                                                     Subcontract:  S114TP














                                   SECTION D

                             PACKAGING AND MARKING



NOTE:   As specified under Section C. Statement of Work, "Item 6.0 -
        Packaging, Marking and Shipping"












                                      D-2

<PAGE>   11
                                                     Subcontract:  S114TP














                                   SECTION E
                                   ---------




                           INSPECTION AND ACCEPTANCE













                                      E-1

<PAGE>   12
                                                     Subcontract:  S114TP














                                   SECTION E
                           INSPECTION AND ACCEPTANCE




NOTE:   As specified under Section C. Statement of Work, "Item
        4.3.4 titled, "Submittal for Inspection/Acceptance"













                                      E-2

<PAGE>   13
                                                        Subcontract:    S114TP


                                   SECTION F


                           DELIVERIES OR PERFORMANCE


                                      F-1

<PAGE>   14
                                                        Subcontract:    S114TP


                                   SECTION G


                        SUBCONTRACT ADMINISTRATION DATA


                                      G-1

<PAGE>   15
                                                        Subcontract:    S114TP


                                   SECTION G

                        SUBCONTRACT ADMINISTRATION DATA

3.1     NAME AND ADDRESS OF SUBCONTRACTOR

        Mailing Address:                        Manufacturing Location:

        ViaSat Inc.                             ViaSat Inc.
        2290 Cosmos Court                       2290 Cosmos Court
        Carlsbad, CA  92009-1585                Carlsbad, CA  92009-1585

3.2     PAYMENTS

        All invoices and Vouchers shall be mailed in duplicate to:

        Magnavox Electronic Systems Company
        1313 Production Road
        Fort Wayne, IN  46808
        Attention:  Accounts Payable, MS 02-31

3.3     MAGNAVOX CONTACT

        Subcontracts Administrator:

        Name: Thomas E. Parrish     Telephone: (219)429-5232

3.4     SHIPPING ADDRESSES

3.4.1   Unless otherwise provided, all hardware deliverable hereunder shall be
        shipped to:

        Magnavox Electronic Systems Company
        4624 Executive Blvd
        Fort Wayne, IN  46808

3.4.2   All contractual material and correspondence hereunder shall be sent to:

        Magnavox Electronic Systems Company            Note: SDRL's will be
        1313 Production Road                           delivered as specified
        Fort Wayne, IN  46808                          on page A-1 of Section J,
        Attention:  Subcontracts Administration        Attachment A.

3.5     PERSONS AUTHORIZED TO ISSUE SUBCONTRACT CHANGES/MODIFICATIONS

        Authorized personnel:

        T. E. Parrish, Senior Subcontract Administrator
        G. H. Monteith, Director of Subcontracts
        F. G. Perry, Vice President of Purchasing


                                      G-2

<PAGE>   16
                                                        Subcontract:    S114TP





                                   SECTION H



                               SPECIAL PROVISIONS




                                      H-1


<PAGE>   17
                                                           Subcontract:  S114TP

                                   SECTION H

                               SPECIAL PROVISIONS

1.  DEFINITIONS

    As used in these Special Provisions the following terms shall have meanings
    as set forth below.

    a)  "Subcontract" means this subcontract and all applicable data
    incorporated by reference herein.

    b)  Any reference to "Agency", "Military Agency", "Buyer"  or "Magnavox"
    shall imply Magnavox Electronic Systems Company, 1313 Production Road, Fort
    Wayne, Indiana 46808.

    c)  References to "Contractor", "Subcontractor", "Seller" or "Vendor" shall
    imply the Company upon which this document is imposed.

    d)  "Prime Contract" shall mean the Magnavox Electronic Systems Company
    prime contract with the United States of America or entity having a
    contract with the United States of America.

    e)  "Contracting Officer" shall mean the representative of the United States
    Government or Buyer's Customer designated to administer the prime contract
    under which this subcontract was issued or his authorized representatives.

    f)  "Buyer's Customer" shall mean the Government or the entity with which
    the Buyer has a contract pursuant to which this subcontract is issued.

    g)  "Government" means the United States of America except as it is used in
    the General Provisions section hereof, in which case "Government" shall mean
    "Buyer" unless the context of the clause clearly requires otherwise.

    h)  "FAR" means the Federal Acquisitions Regulations obtainable from the
    Superintendent of Documents, U.S. Government Printing Office, Washington,
    D.C.

    i)  The following terms used herein, "EMUT," "MXF-420," and "AN/PSC-5," have
    the same meaning and are interchangeable.

2.  SUBCONTRACT NUMBER

    The delivery order number and/or the subcontract number, as applicable,
    shall appear on all correspondence, invoices, packages, documents, and
    containers relating to this subcontract.

3.  Reserved




                                      H-2


<PAGE>   18
                       *CONFIDENTIAL TREATMENT REQUESTED



                                                           Subcontract:  S114TP
 


4.      PUBLICITY

        No releases shall be made to the news media or the general public
        relating to participation on the Program without the prior written
        approval of Magnavox, which approval shall not be unreasonably withheld.
        The parties further agree that news releases made by either or them
        shall recognize the participation and contributions of the other party.

5.      CHANNELS OF COMMUNICATION

        Formal interface between Seller and the Buyer shall be through the
        cognizant Subcontract Administrator.  Buyer's Engineering and Technical
        personnel may, from time to time, render assistance or give technical
        advice to or effect an exchange of information with, Seller's personnel
        in a liaison effort concerning the supplies/services to be furnished
        hereunder.  However, such exchange or advice shall not vest Seller with
        the authority to change the supplies/services to be furnished hereunder,
        or the provisions of this subcontract, nor shall such change in
        supplies/services or provisions of this subcontract be binding upon
        Buyer, unless incorporated as a change pursuant to the "Changes" clause
        of the General Provisions and as directed in writing by Buyer's
        Purchasing Organization.


6.      TITLE AND RISK OF LOSS

        Unless otherwise specified, title to and risk of loss or damage to
        articles shall remain with the Seller until delivery of the articles to
        an authorized carrier where FOB Origin.

7.      COMPLIANCE WITH LAW

        Seller shall in the performance of the subcontract comply with all
        applicable laws, executive orders, regulations, ordinances,
        proclamations, demands and regulations of the U.S. Government, or of any
        state or local government which may now or hereafter govern performance
        hereunder.

8.      WAIVER

        No waiver by a party of any breach of this subcontract by the other
        party shall be held to be a waiver of any other or subsequent breach.
        All remedies afforded herein shall be taken and construed as
        cumulative, that is, in addition to every other remedy provided herein
        or by law.


9.      MODEM USAGE ON OTHER PROGRAMS

        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************

        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************

        ***********************************************************************



                                      H-3

<PAGE>   19
                       *CONFIDENTIAL TREATMENT REQUESTED


                                                        Subcontract:    S114TP

        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************

        ****************************************************************
        ****************************************************************
        ****************************************************************

        ****************************************************************
        ****************************************************************
        ****************************************************************

        ****************************************************************
        ****************************************************************
        ****************************************************************


10.     ENTIRETY OF AGREEMENT
 
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************
        ****************************************************************

11.     Reserved

12.     CLASSIFIED INFORMATION

        The subcontractor will comply with all government regulations and laws
        regarding the handling and storage of classified material.

13.     SECURITY CLASSIFICATION AND SHIPMENT.

        The classification of the work to be performed and the items to be
        delivered under this subcontract shall be determined and handled in
        accordance with the Contract Security Classification Specification, SF
        Form 254, dated __________________.  For shipment Confidential or Secret
        documents shall be enclosed in two opaque envelopes or covers.  The
        inner envelope or cover containing the documents being transmitted will
        be addressed, return addressed, and scaled.  The classification of the
        documents being transmitted will be clearly marked on the front and back
        of the inner container.  The classified documents will be protected from
        direct contact with the inner cover by a cover sheet or by folding
        inward.  For SECRET documents, a receipt form identifying the addresser,
        addressee, and documents will be enclosed in the inner envelope.
        CONFIDENTIAL documents will be





                                      H-4

<PAGE>   20



                                                           Subcontract:  S114TP
 


        covered by a receipt only when the sender deems it necessary.  The
        inner envelope or cover will be enclosed in an opaque outer envelope or
        cover. The classification markings of the inner envelope should not be
        detectable. The outer envelope will be addressed, returned addressed,
        sealed.  NO CLASSIFICATION MARKINGS WILL APPEAR ON THE OUTER ENVELOPE OR
        COVER.

14.     RIGHTS AND RESERVATIONS

        All drawings, designs, information, tools, patterns, equipment, and
        other items supplied by Magnavox and proprietary rights embodied therein
        are reserved, and the same shall not be used or reproduced for any
        purpose whatsoever except the performance of work under this
        Subcontract.

15.     DAMAGES TO BUYER'S EQUIPMENT

        Seller shall be liable for damages to Buyer's equipment caused by
        negligence or carelessness of Seller's personnel whether such equipment
        is in the possession of Seller or otherwise.  This liability incudes,
        but is not limited to, isolation of induced failures, repair and retest
        and if required, replacement of all damaged equipment.

16.     Reserved

17.     ORDER OF PRECEDENCE

        In the event of an inconsistency between the provisions of this
        subcontract, the inconsistency shall be resolved by giving precedence in
        the following sequence:

        a)  The Schedule of Supplies and Services and Sections "D" and "E"

        b)  These Special Provisions (Section H)

        c)  The General Provisions (Section I)

        d)  Statement of Work (Section C)

        e)  Any other specification or document attached hereto or referenced 
            herein.

18.     DATA AND FACILITIES

        Seller acknowledges that it has in its possession all applicable
        specifications, drawings, and other documents, to which reference is
        made herein (and/or which are attached hereto), and that such data are
        adequate to enable Seller to perform the services called for herein at
        the price and in accordance with the schedule set forth.  Seller
        represents that it now has or can readily procure without assistance
        from Buyer all facilities, machinery, and equipment necessary for the
        performance of this subcontract.

19.     Reserved 

20.     GOVERNMENT INSPECTION

        The Government, through its authorized representative, may exercise any
        rights of Buyer in regards to inspection of articles to be delivered,
        except that the Government shall not have the right to default the
        Seller hereunder.



                                      H-5

<PAGE>   21
                       *CONFIDENTIAL TREATMENT REQUESTED

                                                            Subcontract:  S114TP


21.     BUYER OR GOVERNMENT FURNISHED PROPERTY

        a)  Unless otherwise provided herein, the Seller upon delivery to him of
        any Buyer or Government owned property, assumes the risk of and shall be
        responsible for any loss, damage, or destruction thereof except for
        reasonable wear and tear, and except to the extent that such property is
        consumed in the performance of this subcontract.

        b)  The property furnished hereunder shall, unless otherwise provided
        herein, be used only for the performance of this subcontract, and shall
        be controlled in accordance with FAR 52.245-2 "Government Property
        (Fixed Price Contracts) (DEC 1989).

        c)  Upon completion of this subcontract or at such earlier date as may
        be fixed by Buyer, Seller shall submit, in Seller's format, inventory
        lists covering all items of Buyer and Government owned property not
        consumed herein or not theretofore delivered, and shall deliver or make
        such other disposal of such property as may be directed or authorized by
        Buyer.  If disposal is authorized, the net proceeds of such disposal
        (including sale of scrap) shall be credited to the subcontract price.
        Inventory lists shall include all necessary information to allow Buyer
        and/or Government to make disposition determinations.


22.     CUSTOMER FURNISHED EQUIPMENT

        ***********************************************************************
        ********

        ***        **************          ********          ****              

        ***        **************          ********          ****              
        ***        **************          ********          ****
        ***        **************          ********          ****              
        ***        **************          ********          ****
        ***        **************          ********          ****
        ***        **************          ********          ****
        ***        **************          ********          **** 
        ***        **************          ********          ****
        ***        **************          ********          ****
        ***        **************          ********          ****
        ***        **************          ********          ****
        ***        **************          ********          ****
        ***        **************          ********          ****
        ***        **************          ********          ****
        ***        **************          ********          ****
        ***        **************          ********          ****








                                      H-6



<PAGE>   22
                       *CONFIDENTIAL TREATMENT REQUESTED



                                                           Subcontract:  S114TP
 


23.     COMMERCIAL WARRANTY


        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************

        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************


        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************

        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************
        ***********************************************************************






24.     Reserved






                                      H-7

<PAGE>   23
                       *CONFIDENTIAL TREATMENT REQUESTED


                                                        Subcontract:    S114TP


25.     IDENTIFICATION OF RESTRICTED RIGHTS


********************************************************************************
********************************************************************************
********************************************************************************
******************

**************************************    **************************************
**************************************    **************************************
**************************************    **************************************
**************************************    **************************************
**************************************    **************************************
**************************************    

                                          **************************************
                                          **************************************
                                          **************************************

**************************************    **************************************
**************************************    **************************************
**************************************    **************************************
                                          **************************************
                                          **************************************

********************************************************************************
********************************************************************************
********************************************************************************

********************************************************************************
********************************************************************************


                                      H-8

<PAGE>   24
                                                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>   25
                                                   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>   26
                                                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>   27
                                                            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>   28
                                                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>   29
                                                        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>   30
                                                            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>   31
                                                            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>   32
                                                     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 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated June 11, 1996, except as
to the Recapitalization discussed in Note 1, which is as of November 4, 1996, 
relating to the financial statements of ViaSat, Inc., which appears in such 
Prospectus. We also consent to the reference to us under the heading "Experts" 
in such Prospectus.

PRICE WATERHOUSE LLP

San Diego, California
November 21, 1996