Amendment No. 1
                     Dated January 31, 2000

                             To

                MEMBER INTEREST PURCHASE AGREEMENT
                        By and Among
                   EMS TECHNOLOGIES, INC.,
                     NETSAT 28, L.L.C.
                            and
                     NATION NET, L.L.C.
                 Dated September  30, 1999

     The undersigned parties to the foregoing Member
Interest Purchase Agreement (the 'Agreement') hereby amend
the Agreement as follows:

     Paragraph 2.2(f) is amended to change the date 'May
31, 2000' to 'July 31, 2000, ' and to change the date 'July
31, 2000, ' in each of the two places that it appears, to
'September 30, 2000. '

     Paragraph 11.1(e) of the Agreement is amended to
provide in its entirety as follows:

          (e) Extended Delay.  By EMS or NetSat if any
              condition to its obligations under this
              Agreement shall not have been fulfilled on or
              before June 30, 2000.

     Except as expressly modified by this Amendment, the
Agreement shall remain in full force and effect in
accordance with its terms.

     IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their duly authorized corporate
officers and their corporate seals to be affixed, this 29th
day of February 2000, effective the 31st day of January
2000.

NATION NET, L.L.C.                NETSAT28 COMPANY, L.L.C.


By:                           By:
   -------------------------      -----------------------
    Thomas W. Glynn               Thomas W. Glynn
     Chairman                     President

                                  EMS TECHNOLOGIES, INC.


                              By:
                                  ------------------------
                                  Al Hansen
                                  President/COO