Note

Note. This Secured Promissory Note ("Note") has been issued pursuant to the Unit Purchase Agreement dated as of December 12, 2001 by and between ViaSat and Wildblue (the "Agreement").

Note. Shall have the meaning set forth in Recital A;

Note. Means the Revolving Loan Note.

Note. Shall mean that Revolving Note of even date herewith executed by the Borrowers and payable to the order of Lender, in the principal sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($2,500,000.00) and any other promissory note or obligation of the Borrowers evidencing any Advance or Loan made by Lender to the Borrowers, together with any request for an Advance pursuant to the Note. -3-

Note. Shall mean the Term Loan Promissory Note of the Borrower to the order of the Lender, dated March 20, 2001, in the principal amount of $24,000,000.00, as the same is amended and restated by that certain Amended and Restated Term Loan Promissory Note of the Borrower to the order of the Lender, dated April 5, 2002, in the principal amount of $23,000,000.00.

Note. Means this Convertible Subordinated Promissory Note.

Note. Shall mean that certain line of credit promissory note from Borrower to Lender, in the form attached hereto as EXHIBIT A, as amended from time to time.

Note. Means the Promissory Note of Purchaser in favor of Secured Party dated May 24, 2006 (the "Note"), in the original principal amount of $200,000.00.

Note. Shall mean Borrower's revolving or promissory note of even date payable to the order of Lender to evidence the Advances, including any replacements, substitutions or amendments thereof.

Note. Means the Eighth Amended and Restated Revolving Promissory Note effective on November 30, 2003 by the Borrower in favor of the Bank in the amount of $2,000,000.00 evidencing the line of credit established hereby.