EXHIBIT 10.1

                         MEMORANDUM OF UNDERSTANDING

This  Memorandum of Understanding is  entered  into  and  is  effective  this
2nd day of  February 2007  by  and  between M-Star Global Communications, LLC
with its  principal  place  of  business  at  1220  E.  Prospect  Ave., Suite
281,  Melbourne, FL 32901  hereinafter  referred  to  as  "M-Star Global" and
E'Prime  Aerospace  Corporation with its  principal place of business at 2500
Washington  Ave., Unit 34, Titusville, FL 32782  hereinafter  referred  to as
EPAC.

WHEREAS, E'Prime Aerospace Corporation (EPAC) is a supplier of Eagle S-Series
launch vehicles; launch  facilities,  payload  adaptor   fittings  protective
fairings, integration  and  preparation of any  required range documentation;
payload  processing;   satellite   processing  facilities,   assembly,  test,
countdown and launch;  and payload integration,  master  scheduling,  mission
configuration management and launch operations.

WHEREAS, M-Star Global  is owner,  operator  and  turnkey service provider of
Satellite  Telecommunications  Systems,  Services  and  Routes  for domestic,
emerging nations and foreign governments' broadband communications services.

WHEREAS,  The  Parties wish to work together on the Ka-Band Satellite project
and  other  various  projects as be  from time to time identified for turnkey
telecommunications  opportunities  that involve their dual areas of expertise
as set forth in this  Memorandum of Understanding to place up to four Ka-Band
Satellites  in  GEO located 120  degrees  apart  and have one in storage as a
spare.

NOW THEREFORE,  recognizing  the  business opportunities open to them and the
desire  to  address  these  opportunities  by  pooling  their  resources  and
expertise  in  an   attempt  to  supply  potential  customers  a  unique  and
complementary   business  offering  providing   communications  services  and
systems, the Parties agree to the following:

TERM

The term  of this MOU ("Term") shall commence on the date set forth above and
shall  continue in  effect  for  consecutive one  year periods, automatically
renewing, until termination as set forth herein or until superseded by a more
formal contract.

TERMINATION

This  MOU  may be terminated for convenience by either Party upon thirty (30)
days  prior  written  notice to  the other Party. Any termination of this MOU
shall not affect any  right or  obligation of  either  Party  which are under
subcontract or other agreement executed pursuant to this MOU.

The  rights  and  obligations  of  the  parties,  and all interpretations and
performance  of  this  MOU,  shall be governed in all respects by the laws of
the  State of Florida.  All  actions  brought  by a  party to  enforce rights
under the terms of this MOU shall be brought forth in the State of Florida.




IN WITNESS WHEREOF,  the  Parties  hereto  have  caused  this  MOU to be duly
executed by their duly authorized representatives.



M-Star Global Communications, LLC.				E'Prime Aerospace Corporation

By: /s/ Paul Rosbury				     By: /s/ James D. Oldham, III
- ----------------------------------             ----------------------------
Title: CEO                                     Title:	President
Date:	 2/8/07                                  Date:	2/8/07