8-K

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): April 15, 2009

SANSWIRE CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-23532	88-0292161
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

101 NE 3 rd Ave., Fort Lauderdale, FL  33301

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: 954-332-3759

Former Name or Former Address, if Changed Since Last Report)

Copies to :

Stephen M. Fleming, Esq.

Law Offices of Stephen M. Fleming PLLC

110 Wall Street, 11 th Floor

New York, New York  10005

Facsimile: 516-977-1209

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d- 2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e- 4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Amendment to September 2008 Financing Documents

On April 17, 2009, Sanswire Corp. (the “Company”) entered into an amendment (the “GTC Amendment”) to the Subscription Agreement, dated September 17, 2008 (the “Subscription Agreement”), by and between the Company and Global Telesat Corp., a Virginia corporation (“GTC”) pursuant to which the Company agreed (i) to extend the expiration date of both the Series A Warrant and Series B Warrant issued in the name of GTC from October 15, 2010 to December 31, 2010 and (ii) extend the final date that GTC may make up to two additional purchases of the Company’s securities, from October 15, 2008 and December 15, 2008, respectively, until December 31, 2010 and December 31, 2010, respectively.

Loan Termination Agreement for December 2008 Financing Documents

On April 17, 2009, the Company, GTC and Jonathan D. Leinwand, the Company’s Chief Executive Officer (“Leinwand”) entered into that certain loan termination agreement (the “Termination Agreement”) pursuant to which the Company acknowledged that it defaulted under the terms of that certain secured convertible promissory note, dated December 18, 2008, in the aggregate principal amount of $50,000 (the “Dec 2008 GTC Note”).  In connection with the issuance of the Dec 2008 GTC Note, the Company, GTC and Leinwand entered into that certain pledge agreement, dated December 18, 2008 (the “Dec 2008 GTC Pledge Agreement”) pursuant to which the Dec 2008 GTC Note is secured by 1,000,000 shares of common stock of the Company held by Leinwand (the “Dec 2008 Pledged Shares”).  Pursuant to the Termination Agreement, the Company and Leinwand acknowledged that as a consequence of the Company’s default under the Dec 2008 GTC Note, GTC foreclosed its lien and security interest in the Pledged Shares.  As a result, GTC acknowledged that by virtue of its ownership in the Pledged Shares, the Dec 2008 GTC Note was deemed satisfied in full.

April 2009 Credit Facility

On April 15, 2009, Sanswire-Tao Corp., a Florida corporation (“STC”), which is a joint venture 50% owned by the Company and 50% owned by TAO Technologies GmbH, and GTC entered into that certain credit facility agreement (the “Credit Facility Agreement”) pursuant to which GTC agreed to lend STC, from time to time, up to an aggregate principal amount of €800,000 (the “Maximum Amount”) until the earlier of (i) December 31, 2009 or (ii) until GTC loans STC the Maximum Amount.  Any loan made under the Credit Facility Agreement shall mature and become due and payable, in full, together with all accrued but unpaid interest thereon, on the later of (i) December 31, 2011 or (ii) the date the Company receives the proceeds from its customer from the sale of its first 34 meter unmanned autonomously controlled mid-altitude airship (the “STS-111”).  As consideration for entering into the Credit Facility Agreement, STC agreed to pay GTC an amount equal to fifty percent (50%) of the STS-111 Net Sale Proceeds, when, as and if the Company receives such proceeds.  For purposes of the Credit Facility Agreement, the term “STS-111 Net Sale Proceeds” shall mean the actual proceeds received by STC for the sale of the first STS-111 minus the actual cost of construction.

On April 15, 2009, STC, GTC and International Legal Consultants, a Dubai corporation (“ILC”), entered into that certain assignment and assumption agreement (the “Credit Facility Assignment Agreement”) pursuant to which GTC assigned all of its rights, title and interest in and to the Credit Facility Agreement to ILC.

April 2009 GTC Services Agreement

On April 15, 2009, the Company and Global Telesat Services Corp., a British Virgin Islands corporation, entered into that certain services agreement (the “2009 GTC Services Agreement”) pursuant to which the Company engaged GTC to provide various, design, marketing and other services and assistance to the Company in connection with the development the STS-111.  The initial term of the 2009 GTC Services Agreement shall be until the earlier of (i) the completion of the all of the services to be provided by GTC in accordance with the 2009 GTC Services Agreement or (ii) December 31, 2010.  In consideration for the services to be provided by GTC in accordance with the 2009 GTC Services Agreement, the Company shall issue to GTC an aggregate amount of 12,500,000 shares of the Company’s common stock to be issued in accordance with the following schedule: (i) 7,500,000 shares of common stock to be issued upon execution of the 2009 GTC Services Agreement and (ii) 833,335 shares of the Company’s common stock to be issued on May 1, 2009 and (ii) 833,333 shares of the Company’s common stock to be issued on the first day of each month beginning on June 1, 2009 and continuing until October 1, 2009.

April 2009 Subscription Agreements

On April 17, 2009, the Company and GTC entered into that certain subscription agreement (the “April 2009 GTC Agreement”) pursuant to which GTC purchased 3,809,524 shares of the Company’s common stock for an aggregate purchase price of $400,000.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

See Item 1.01.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number	Description
10.1	Credit Facility Agreement, dated April 15, 2009, by and between Sanswire Corp. and Global Telesat Corp.
10.2	Assignment and Assumption Agreement, dated April 15, 2009, by and between Sanswire Corp., Global Telesat Corp. and International Legal Consultants
10.3	Services Agreement, dated April 15, 2009, by and between Sanswire Corp. and Global Telesat Corp.
10.4	Amendment to the Subscription Agreement, dated September 17, 2008, by and between Sanswire Corp. and Global Telesat Corp., dated April 17, 2009
10.5	Loan Termination Agreement, dated April 17, 2009, by and among Sanswire Corp., Jonathan D. Leinwand and Global Telesat Corp.
10.6	Subscription Agreement, dated April 17, 2009, by and between Sanswire Corp. and Global Telesat Corp.
10.7	Subscription Agreement, dated April 18, 2009

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SANSWIRE CORP.
Dated: April 21, 2009	By: /s/ Jonathan Leinwand
	Jonathan Leinwand
	Chief Executive Officer

EX-10.1

CREDIT FACILITY AGREEMENT

AGREEMENT made this ___ day of April, 2009 by and between SANSWIRE-TAO CORP., a Florida corporation with offices at 101 NE 3rd Avenue, Suite 1500, Fort Lauderdale, Florida 33301 (the “Company”) and GLOBAL TELESAT CORP., a Virginia corporation with offices at 51 Lyon Ridge Road, Katonah, New York 10536 (“GTC”).

WITNESSETH:

WHEREAS, the Company wishes to complete the construction of its first 34 meter unmanned autonomously controlled mid-altitude airship designated as the “STS-111”; and

WHEREAS, the Company requires additional funding for purposes of completing such construction of the first STS-111; and

WHEREAS, GTC is agreeable to providing funding for the aforementioned purposes, all on and subject to the terms and conditions hereinafter set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned do hereby agree as follows:

1. The Loans.

(a)     GTC agrees, from time to time during the Term (hereinafter defined) hereof, to make loans (each a “Loan” and, collectively, the “Loans”) to or for the account of the Company, respectively the account of TAO Technologies upon the Company’s (or its designee’s TAO Technologies) written request therefor, in the aggregate principal amount of €800,000.

(b)     The Loans will be made within seven (7) days after GTC’s receipt of a written request from the Company (or the Company’s designee) therefor.

(c)     The Loans shall mature and become due and payable, in full, together with all accrued but unpaid interest thereon, on the later of December 30, 2011 or the date on which the Company receives the proceeds from its customer from the sale of the first STS-111 (the “Maturity Date”).

(d)     The outstanding principal amount of the Loans shall bear interest from the date of each Loan until paid in full, at the lowest imputed rate of interest as provided for under the Internal Revenue Code of 1986, as amended.   Interest shall accrue and be payable on the Maturity Date and shall be calculated on the basis of a year consisting of 365 days. Payment of interest shall be credited against GTC’s portion of the Revenue Share Entitlement as described  in Section 2, below.

(e)     The Company shall have the right, at any time and from time to time during the Term hereof, to prepay the Loans, in whole or in part, without premium or penalty.

(f)     Proceeds from the Loans will be provided directly to TAO Technologies, GmbH which will use such funds exclusively for the construction of the first STS-111 and for payments due under the License and Intellectual Property Acquisition Agreement between Sanswire Corp. and Dr. Bernd-H. Kroplin and TAO Technologies.

2. Revenue Sharing Entitlement.

(a)     As an inducement to GTC providing the credit facility to the company hereunder, the Company has agreed to pay to GTC an amount equal to fifty percent (50%) of the  STS-111 Net Sales Proceeds, when, as and if the Company receives such proceeds.  For purposes hereof, the term “STS-111 Net Sales Proceeds” shall mean the actual proceeds received by the Company from the sale of the first STS-111 minus the actual cost of construction therefor (estimated to be €1,600,000).  Sanswire shall pay such amount to GTC, within ten (10) days after its receipt of such proceeds with respect to such sale.

                      The Company will, at all times, keep proper books of account, in which full, true and correct entries will be made of transactions relating to STS-111 Net Sales Proceeds.  GTC shall have the right, at its expense, to inspect the Company’s books and records relating to such proceeds during normal business hours and upon reasonable prior notice to the Company.

(b)     All Loan payments (principal and accrued interest payments) made by the Company under this Agreement shall be made to GTC on or before the due date thereof at the address of GTC hereinbefore set forth or, at GTC’s written request, to GTC at such other place as GTC may, from time to time, designate in writing at least five (5) days prior to the due date of any such payment.  If any such payment becomes due on a Saturday, Sunday or legal holiday, such payment shall become due on the next business day.

3. Term.

           (a)     The term of this Agreement shall commence on the date hereof and expire on the earlier of December 31, 2009 or the date on which GTC makes Loans to Sanswire hereunder in the aggregate amount of €800,000 (the “Term”), unless extended by the Company and GTC, in writing, or terminated earlier, pursuant to the provisions of subparagraph (b) below.

(b)     If one or more of the following events shall occur, each such event shall give GTC the right to terminate this Agreement, on ten (10) days notice to the Company:

 (i)     the Company's making of an assignment for the benefit of its creditors; or

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(ii)     the entry of a final order, judgment or decree adjudicating the Company bankrupt or insolvent; or

(iii)     the Company's petitioning or applying to any court of competent jurisdiction or other tribunal for the appointment of a trustee or receiver for the Company, or of any substantial part of the assets or properties of the Company, or the commencement by the Company of any proceedings relating to the Company under any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution, or similar law of any jurisdiction whether now or hereafter in effect; or the filing of any such petition or application, or the commencement of any such proceedings, against the Company, if the Company by any act indicates its approval thereof, consents or acquiesces therein, or the entry of any order, judgment or decree appointing any such trustee or receiver, or approving the petition in any such proceedings, if such order, judgment or decree remains unstayed or unbonded and in effect for more than sixty (60) days.

4.  Representations and Warranties of the Parties.

           (a)   All action on the part of the Company and GTC necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, has been properly taken and obtained by them and this Agreement constitutes a valid and legally binding obligation of the Company and GTC enforceable in accordance with its terms except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting generally the enforcement of creditors’ rights and by the effect of rules governing the availability of equitable remedies, and (ii) as rights to indemnity or contribution may be limited under applicable law or by principles of public policy thereunder.

(b)   There is no action, suit, proceeding, or investigation pending or, to the knowledge of the Company and GTC, threatened against the Company or GTC which in any way relates to the validity of this Agreement or the right of the Company or GTC to enter into or to consummate this Agreement and/or the transactions contemplated hereby and thereby.

(c)    The authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby will not result in any violation or be in conflict with or constitute, with or without the passage of time or giving of notice, or both, a breach or default under any instrument, judgment, order, writ, decree or agreement to which either the Company or GTC is a party or by which either of them is bound.

5.        Notices.  All notices, consents, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and delivered personally, receipt acknowledged, or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties hereto as follows (or to such other addresses as either of the parties hereto shall specify by notice given in accordance with this provision):

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(a)           If to the Company, to it at:

Sanswire-TAO Corp.

101 NE 3rd Avenue

Suite 1500

Fort Lauderdale, Florida 33301

With copies to:

Jonathan D. Leinwand, Esq.

18851 NE 29th Ave., Suite 414

Aventura, FL 33180

(b)           If to GTC, to it at:

Global Telesat Corp.

51 Lyon Ridge Road

Katonah, New York 10536

With copies to:

Robert L. Blessey, Esq.

51 Lyon Ridge Road

Katonah, New York 10536

All such notices, consents, requests, demands and other communications shall be deemed given when personally delivered as aforesaid, or, if mailed as aforesaid, on the third business day after the mailing thereof or on the day actually received, if earlier, except for a notice of a change of address which shall be effective only upon receipt.

6.  Miscellaneous.

           (a)   This Agreement constitutes the sole and entire agreement and understanding between the Company and the GTC with respect to the subject matter hereof, supersedes all prior agreements, understandings and representations between such parties relating to the subject matter hereof and may not be modified or waived except by a written instrument signed by the party to be bound thereby.

           (b)           This Agreement shall be binding upon the parties hereto and their successors and permitted assigns and shall inure to the benefit of the parties hereto and their successors and assigns. The Company shall not have the right to assign this Agreement or any of its obligations hereunder, without the written consent of GTC, however, GTC  may assign this Agreement, and its obligations hereunder, to a third party selected by it, upon notice to the Company. Upon any such assignment by GTC, GTC shall have no rights or obligations hereunder or in connection herewith.

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(c)     This Agreement, and the respective rights and obligations of the Company and GTC hereunder, shall be governed by and construed in accordance with the laws of the State of New York with respect to contracts made and to be fully performed therein and without regard to the principles of conflicts of laws thereof In the event of any action brought by either party to enforce the terms of this Agreement, the party prevailing therein shall be reimbursed by the non-prevailing party for all costs and expenses (including legal fees) incurred by the prevailing party in connection therewith..

           (d)     If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect and shall be unaffected thereby.

           (e)     Each of the Company and GTC had counsel represent them in connection with the negotiation, execution and delivery of this Agreement.

           (f)    This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument, and this Agreement may be completed by facsimile transmission, which transmission will be deemed to be an original and considered fully legal and binding on each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day and year first above written.

WITNESS:	SANSWIRE-TAO CORP.
	By:
		Jonathan D. Leinwand
		Director
Print Name
WITNESS:	GLOBAL TELESAT CORP.
	By:
		David R. Phipps, President and
		Chief Executive Officer
Print Name

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EX-10.2

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AGREEMENT (the “Agreement”), is dated as of April __, 2009 by and among GLOBAL TELESAT CORP., a Virginia Corporation with offices at 51 Lyon Ridge Road, Katonah, New York 10536 (“Assignor”), and INTERNATIONAL LEGAL CONSULTANTS, a Dubai corporation with offices at P.O. Box 40992, Pearl Building 10-02, Deira, Dubai, UAE (“Assignee”) and SANSWIRE-TAO CORP., a Florida corporation with offices at 101 NE 3rd Avenue, Suite 1500, Fort Lauderdale, Florida 33301 (“Sanswire-TAO”).

WITNESSETH :

         WHEREAS, as of April __, 2009, Assignor and Sanswire-TAO entered into a certain Credit Facility Agreement (the “Loan Agreement”) pursuant to which Assignor agreed to provide Sanswire-TAO with funding to enable it to complete the development of a 34 meter mid-altitude remotely operated airship designated as model STS-111 and, in consideration thereof, Sanswire-TAO agreed to compensate Assignor therefor, all on and subject to the terms and provisions of the Loan Agreement; and

          WHEREAS, Assignee desires to receive from Assignor an assignment of the Loan Agreement, and of all rights and entitlements of Assignor thereunder and, in consideration therefor, to assume all of Assignor’s obligations thereunder, all on and subject to the terms and conditions hereinafter set forth;

          NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows:

           FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, transfers and sets over to Assignee, all right, title and interest of Assignor in and to the Loan Agreement.

Assignor warrants and represents that the Loan Agreement is in full force and effect and is fully assignable.  By virtue of its execution of this Agreement, Sanswire-TAO hereby consents to such assignment of the Loan Agreement by Assignor and its assumption by Assignee.

Assignor and Sanswire-TAO warrant that the Loan Agreement has not been modified or amended subsequent to the date thereof and is in full force and effect as of the date hereof.

Assignor and Sanswire-TAO further warrant that they have full right and authority to assign the Loan Agreement and that the assignment thereof hereunder is free of all liens, claims and encumbrances.

Assignee hereby assumes and agrees to perform all of the obligations of Assignor under the Loan Agreement and agrees to indemnify and hold Assignor harmless from any claim or demand resulting from non-performance by Assignee thereunder.  Sanswire hereby agrees that, by virtue of the assignment of the Loan Agreement hereunder, Assignor is hereby fully and unconditionally released from all obligations under the Loan Agreement.

Each of the parties hereto hereby represents and warrants to the others that this Agreement has been duly authorized by each of the parties hereto by all required action of each of such parties, is legally binding and enforceable on each of the parties hereto and that each of the signatories to this Agreement have been duly authorized to execute and deliver this Agreement.

This Agreement (i) constitutes the sole and entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, among the parties hereto with respect to the subject matter hereof, (ii) may not be modified or waived except pursuant to a written instrument signed by the party to be bound thereby, (iii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, (iv) shall be governed by and construed in accordance with the internal laws of the State of New York, (v) shall not be assignable by any of the parties hereto without the written consent of the non-assigning parties, (vi) shall, if any term or provision hereof shall be determined to be unenforceable, remain valid and in full force and effect with respect to all other provisions of this Agreement not affected by such unenforceable provision or provisions, (vii) may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument, and (viii) may be completed by facsimile transmission, which transmission will be deemed to be an original and considered fully legal and binding on all of the signatories hereto.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the __ day of April, 2009.

Assignor:
GLOBAL TELESAT CORP.
By:
	David R. Phipps, President and
	Chief Executive Officer
Assignee:
INTERNATIONAL LEGAL CONSULTANTS
By:
	Richard C. Ritter

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SANSWIRE-TAO CORP.
By:
	Jonathan D. Leinwand
	Chief Executive Officer

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EX-10.3

SERVICES AGREEMENT

SERVICES AGREEMENT made as of the __ day of April, 2009 by and between GLOBAL TELESAT SERVICES CORP., a British Virgin Islands corporation with offices at 3 The Fountain Centre, Lensbury Avenue, Imperial Wharf, London, SW5 2TW (the “Services Provider”), and SANSWIRE CORP., a Florida corporation with offices at 101 NE 3rd Avenue, Suite 1500, Fort Lauderdale, Florida 33301 (the “Company”).

WITNESSETH:

WHEREAS, the Company is directly and through a joint venture entity in which it is a party, engaged in the development of a 34 meter mid-altitude unmanned airship designated as the STS-111 which it intends to sell to both commercial and governmental customers; and

WHEREAS, the Company requires assistance with such development efforts with respect to activities relating to the development of certain capabilities of the STS-111 relating to satellite telecommunications; and

WHEREAS, the Services Provider (and Global Telesat Corp., an affiliated entity, hereinafter referred to as “GTC”) provides satellite communications services to customers, including government customers, and has developed certain equipment and related software utilized for voice and data satellite communications services (the “Appliqués”); and

WHEREAS, accordingly, the Services Provider (and GTC) has specialized experience and expertise in activities relating to satellite telecommunications and has heretofore provided significant assistance and services to the Company in connection with the development of a satellite telecommunications capability for the STS-111; and

WHEREAS, the Services Provider, through GTC, has potential customers for the purchase and use of the STS-111 and is prepared to continue to assist the Company in marketing the STS-111 to such customers both before and after the STS-111 development activities have been completed; and

WHEREAS, the Company wishes to engage the services of the Services Provider to continue to provide services and assistance to the Company in connection with the development and sale of a satellite telecommunications capability for the STS-111 and related services as described herein, and the Services Provider is willing to be so engaged to continue to provide such assistance and services, all on and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby unconditionally acknowledged, the parties hereto do hereby agree as follows:

1.             Engagement of the Services Provider.  During the Term (hereinafter defined)  of this Agreement, the Company hereby engages the Services Provider to provide the assistance and services described herein on the basis hereinafter set forth, and the Services Provider hereby accepts such engagement, upon and subject to the terms and conditions set forth in this Agreement.  The Company hereby acknowledges that the Services Provider has heretofore provided the Company with substantial assistance and services in regard to the development of the STS-111.

2.             The Services Provider's Duties and Responsibilities.

2.1.          The Services Provider will provide certain assistance and services to the Company in connection with required design and modifications to the STS-111 in order for it to have a satellite telecommunications capability and marketing the STS-111 to governmental and other customers introduced, and to be introduced, by the Services Provider to the Company.  In connection therewith, the Services Provider will:

(i)           assist the Company in developing operational mission profiles for the STS-111;

(ii)          provide the Company with access to one or more mobile Appliqués which are owned by GTC and have data transmission satellite telecommunications capability;

(iii)         provide the Company with technical assistance with respect to the design and testing of the STS-111 for the installation and operation of such satellite telecommunications appliqués owned by GTC;

(iv)        assist the Company in arranging demonstrations of the STS-111 for potential customers introduced by GTC and participate in ongoing discussions with such potential customers in efforts to market the STS-111;

(v)         assist the Company in exploring and obtaining governmental funding for the development efforts associated with the STS-111;

(vi)         if applicable, act as the prime contractor for the Company in connection with governmental funding for the development of the STS-111 and participate in all discussions and negotiations with governmental funding sources in connection with same;

(vii)        provide assistance to the Company with respect to the development of enhancements of electronic systems for autonomous controls for the STS-111;

(viii)       provide assistance to the Company with respect to the development of enhancements with respect to telemetry and sensor equipment for use on the STS-111;

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(ix)         assist with expanding the potential customer base for potential prospective purchases of the STS-111 with GTC’s current and potential governmental customers and participate in discussions and negotiations with respect to same;

(x)           evaluate and provide recommendations with respect to test results for STS-111 tests with particular emphasis on the feasibility of the use of Appliqués on the STS-111;

(xi)          participate in discussions and negotiations with management and other applicable personnel of the Company with respect to the foregoing;

(xii)         introduce the Company to Globalstar, Inc. and participate in discussions and negotiations with respect to the potential certification for use on the Globalstar satellite network of the satellite telecommunications capability of the STS-111;

(xiii)       assist the Company in connection with efforts to obtain non-governmental funding for activities related to the completion of the development of the STS-111 (including, without limitation, the $1,000,000 credit facility arranged by GTC);

(xiv)       introduce the Company to qualified and experienced technical consultants and other personnel to render specialized services to the Company in connection with the completion of the developmental activities relating to the STS-111; and

(xv)        provide assistance and services reasonably related to all of the foregoing.

2.2.         The Services Provider shall devote such portion of its time to the performance of its services under this Agreement as it shall determine is reasonably necessary to perform such services and discharge its responsibilities under this Agreement. The Services Provider will, when deemed reasonably necessary by it, continue to travel to attend demonstrations of the STS-111 (the Company hereby acknowledging that the Services Provider has heretofore done so, all at its sole expense).  The Company acknowledges and agrees that the Services Provider will not be rendering services hereunder exclusively to the Company.  The Services Provider will have no liability under this Agreement, except for any judicially determined gross negligence or intentional misconduct or wrongdoing by or on its behalf.

2.3           Services already provided to the Company and which GTC shall continue to provide are set forth on Schedule 1. Services to be provided are set forth on Schedule 2.

2.4.          The principal contact persons for the Company and the Services Provider for purposes of this Agreement are set forth below:

The Company: Jonathan Leinwand, 101 NE 3rd Ave., Suite 1500, Fort Lauderdale, Florida 33301

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Services Provider:  David Phipps, 51 Lyon Ridge Road, Katonah, New York 10536

3.            Term.

3.1.          The term of this Agreement shall commence on April __, 2009 and shall continue in effect until the earlier of the date of completion of the Service Provider’s services under Section 4(e) hereof or December 31, 2010 (the “Term”).

3.2.         Notwithstanding the provisions of Section 3.1 above, the Company may terminate this Agreement upon the occurrence of any of the following events:

(a)          following the delivery of notice to the Services Provider by the Company of the termination of this Agreement for any judicially determined material breach or default by the Services Provider of any of the Services Provider’s representations, warranties, obligations or covenants under this Agreement, provided that, with respect to any such breach or default which is curable, any such breach or default is not cured within thirty (30) days after receipt of such notice from the Company; or

(b)          upon five (5) days notice to the Services Provider in the event of an assignment for the benefit of the Services Provider’s creditors or a final adjudication of bankruptcy, insolvency, receivership, or any such similar action against the Services Provider.

3.3.          Notwithstanding the provisions of Section 3.1 above, the Services Provider may terminate this Agreement upon the occurrence of any of the following events:

(a)          following the delivery of notice to the Company by the Services Provider of the termination of this Agreement for any material breach or default by the Company of any of its representations, warranties, obligations or covenants under this Agreement, provided that, with respect to any such breach or default which is curable, any such breach or default is not cured within thirty (30) days after receipt of such notice from the Services Provider; or

(b)           upon five (5) days notice to the Company in the event of an assignment for the benefit of the Company’s creditors or a final adjudication of bankruptcy, insolvency, receivership, or any such similar action against the Company.     

4.             Compensation.

4.1.           In consideration of the performance by the Services Provider of the services provided for under this Agreement during the Term hereof, the Company shall cause Sanswire to issue and deliver to the Company (or its designee) an aggregate of 12,500,000 shares of Sanswire’s common stock (the “Shares”).  The Services Provider acknowledges that the Company is not able to provide cash compensation for the Services Provider’s services hereunder and that it is prepared to accept the risk inherent in accepting the Shares as compensation for its past and present services rendered and to be rendered hereunder:

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(a)          an aggregate of 7,500,000 Shares upon the execution of this Agreement for services already provided to the Company and which GTC shall continue to provide as set forth on Schedule 1  and

(b)          833,335 Shares to be issued on the first day of May, 2008 and 833,333 Shares to be issued on the first day of each of the following five months as compensation for the Services Provider providing the services as set forth on Schedule 2.  These Shares, when issued, will be deemed fully earned and not subject to any claim or offset.

4.2.          The Services Provider hereby acknowledges that it has such knowledge and experience in finance, securities, investments, and other business matters so as to be capable of evaluating the merits and risks receiving the Shares contemplated hereby.  The Services Provider understands that the Shares are “restricted securities” and have not been registered under the United States Securities Act of 1933, as amended (the “Act”), or any applicable state securities law and the Services Provider hereby acknowledges that it is acquiring the Shares for its own account and not with a view to or for distributing or reselling the Shares or any part thereof, has no present intention of distributing any of the Shares and has no arrangement or understanding with any other persons regarding the distribution of the Shares (this representation and warranty shall not limit the Services Provider’s right to sell or transfer the Shares in compliance with applicable securities laws, rules and regulations).

5.            Representations and Warranties.  The Company and the Services Provider hereby represent and warrant to each other as follows:

5.1.          All action on the part of the Company and the Services Provider necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, has been taken and this Agreement constitutes a valid and legally binding obligation of the Company and the Services Provider, as applicable, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting generally the enforcement of creditors' rights and by general principles of equity.

5.2.          The authorization, execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not result in any violation or be in conflict with or constitute, with or without the passage of time and giving of notice, a breach or default under any provision of any instrument, judgment, order, writ, decree or agreement to which the Company or the Services Provider, as applicable, is a party or by which either of them is bound.

5.3.          There is no action, suit, proceeding, or investigation pending, or to the knowledge of the Company or the Services Provider, as applicable, currently threatened against the Company or the Services Provider, as applicable, in any way relating to the validity of this Agreement or the right of the Company or the Services Provider, as applicable, to enter into or to perform under this Agreement or consummate the transactions contemplated hereby.

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6.            Current Filings.  The Company agrees that until the later of the date on which all of the Shares to be issued hereunder have been sold or one year from the date of the last issuance of such Shares, it will keep current in filing all reports and materials required to be filed with the Commission in order to permit the Services Provider to sell the Shares under Rule 144.

7.            Confidentiality and Non-Disclosure Covenant.  During the Term of this Agreement, both parties hereto hereby acknowledge that they may obtain and be entrusted with nonpublic material confidential and proprietary information of the other (for purposes of this Section 7, this shall include GTC), such information to include information with respect to their present and proposed business and operations. To the extent that the Company and/or the Services Provider desire any such information to be deemed “Confidential Information” hereunder, they will mark such documentation appropriately (or confirm oral disclosures of any such information, in writing, indicating that such information is to be considered Confidential Information hereunder). All of such information that may be obtained by the parties hereunder shall, for purposes hereof, be referred to herein as “Confidential Information”.  The Services Provider and the Company hereby agree that, unless the Confidential Information becomes publicly known without any improper act of either of such parties, as applicable, they will not directly or indirectly during the Term of this Agreement, use for their own benefit or in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information (except as necessary in connection with the performance of the Services Provider's services under this Agreement or to comply with applicable laws or regulations.  The confidentiality and use restrictions contained in this Section 7 shall survive for a period of twenty-four (24) months following the expiration or termination of this Agreement.  Notwithstanding the foregoing, neither of the parties hereto shall be in breach of this covenant with respect to any disclosure of any Confidential Information by them to any of their respective officers, directors, shareholders, representatives or advisors (collectively, the “Representatives”) who receive such information on a need-to-know basis, or any disclosure of such information which is or becomes available in the public domain or is required as a result of any legal process served upon them in any judicial or administrative proceeding (provided that the applicable party provides prompt notice of any such process served upon it in order to enable the disclosing party to timely contest the same, at its expense), or was obtained by the applicable party from a third party without such third party's breach of agreement or obligation of trust.  Each party will cause their respective Representatives to whom Confidential Information is provided, to comply with the provisions of this Section and will be responsible for any breach of such provisions by any of such persons.

8.             Non-Solicitation.

8.1.         The Services Provider will not, at any time during or for twenty-four (24) months after the Term hereof, directly or indirectly, (i) solicit the business of any person or entity with whom or which the Company has a contractual relationship, for purposes of engaging in activities which are the same as or substantially similar to the activities of the Company , or (ii) solicit, interfere with, or endeavor either to cause any employee, agent or consultant, of the Company  to leave his or her employment with the Company, or terminate its relationship with the Company, or (iii) induce or attempt to induce any such employee, agent or consultant, to breach any employment agreement or other agreement or arrangement that such employee, agent or consultant may have with the Company .

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8.2.         The Services Provider hereby acknowledges that the provisions of this Section 8 are necessary for the protection of the Company's business and goodwill and are considered by the Services Provider to be fair and reasonable.  The Services Provider further acknowledges that it has fully and carefully reviewed, considered and understands all of the restrictions imposed upon it under this Section 8.  Accordingly, the Services Provider hereby acknowledges and agrees that in the event of any actual or threatened breach by it of the provisions of this Section 8, there will be no adequate remedy at law for any such breach or threatened breach and that any such breach or threatened breach may cause irreparable harm to the Company and, therefore, the Services Provider hereby consents in any such instance to the granting of injunctive or other equitable relief to the Company, as a non-exclusive remedy therefor, in any court of competent jurisdiction, without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy at a law or posting a bond therefor.

9.             Intellectual Property Rights.  Each of the parties hereto shall retain the rights to all of their respective trade secrets and intellectual property and both parties disclaim all warranties, either express or implied, as to the efficiency, reliability, or safety of any such intellectual property.  To the extent that either party develops any intellectual property pursuant to this Agreement, the party developing such intellectual property shall retain all ownership rights thereto.  Consistent with the foregoing, the Company  will retain all right, title and interest in all intellectual property relating to the STS-111 and the Services Provider and GTC will retain all right, title and interest in all intellectual property relating to the Appliqués.

10.           Damage Limitations. Notwithstanding anything to the contrary in this Agreement, in no event shall ether party hereto be liable to the other party for lost profits or lost business opportunities, or for any indirect, special, punitive or consequential damages arising out of or in connection with this Agreement.

11.           Publicity; Press Releases. The parties hereto may, by mutual written consent, agree to issue a joint press release describing the collaboration of the parties under this Agreement. The parties shall also consult regularly during the Term of the Agreement and issue, as and when they deem appropriate and subject to their mutual written consent, such further press releases and/or other publicity materials as may be appropriate. For the avoidance of doubt, no press release, promotional or marketing materials or other written materials utilized or issued by the Company  shall refer to any Services Provider or GTC customer or GTC project or transaction which is not the subject of this Agreement in the absence of GTC’s written consent, which consent will not be unreasonably withheld.

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12.           Force Majeure.  Neither the Services Provider nor the Company shall be responsible for any delay or failure in fulfilling their obligations under this Agreement as a consequence of any act of God, labor dispute, war, insurrection, riot, nuclear disaster, fire, earthquake or other circumstance beyond the reasonable control of either of such parties.

13.           Miscellaneous.

13.1.       This Agreement constitutes the sole and entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, representations, warranties, arrangements and understandings, whether oral or written, express or implied, between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed or modified except by an instrument in writing signed by the party to be bound thereby.

13.2.       All notices, consents, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and delivered personally, receipt acknowledged, or mailed by registered or certified mail (or international equivalent), postage prepaid, return receipt requested, addressed to the parties hereto as follows (or to such other address and/or to such other persons as either of the parties hereto shall specify by notice given in accordance with this provision):

(a)           If to the Company:

Sanswire  Corp.

101 NE 3rd Ave., Suite 1500

Fort Lauderdale, FL 33301

Attn:  Jonathan Leinwand, President

(b)           If to the Services Provider:

Global Telesat Services Corp.

3 The Fountain Centre,

Lensbury Avenue,

Imperial Wharf,

London, SW5 2TW

Attn:  David Phipps, President

With a copy to:

Robert L. Blessey, Esq.

51 Lyon Ridge Road

Katonah, New York 10536

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Except as otherwise expressly provided elsewhere in this Agreement, all such notices, consents, requests, demands and other communications shall be deemed given when personally delivered as aforesaid, or, if mailed as aforesaid, on the earlier of (i) the date of receipt or rejection by the addressee, or (ii) the third business day after the date of mailing thereof, except for a notice of a change of address which shall be effective only upon receipt.

13.3.        Neither party hereto may assign this Agreement or their respective rights, benefits or obligations hereunder without the written consent of the other party hereto.

13.4.        This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Nothing contained herein is intended to confer upon any person or entity, other than the parties hereto and their respective successors, or permitted assigns, any rights, benefits, obligations, remedies or liabilities under or by reason of this Agreement.

13.5.        No waiver of this Agreement shall be effective unless in writing and signed by the party to be bound thereby.  The waiver by either party hereto of a breach of any provision of this Agreement, or of any representation, warranty, covenant or obligation in this Agreement by the other party hereto shall not be construed as a waiver of any subsequent breach or of any other provision, representation, warranty, covenant or obligation of such other party, unless the instrument of waiver expressly so provides.

13.6.        This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, with respect to contracts made and to be fully performed therein, without regard to the conflicts of laws principles thereof.

13.7.        The parties hereto hereby agree that, at any time and from time to time during the Term hereof, upon the reasonable request of the other party hereto, they shall do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such further acts, deeds, assignments, transfers, conveyances and assurances as may be reasonably required to more effectively consummate this Agreement and the transactions contemplated thereby or to confirm or otherwise effectuate the provisions of this Agreement.

13.8.        If any term or provision of this Agreement, or the application thereof to any person or circumstance, is finally determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held illegal, invalid or unenforceable, shall not be affected thereby and each other term and provision of this Agreement shall remain valid and shall be enforced to the fullest extent permitted hereunder and by law.

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13.9.        The Section headings contained in this Agreement are for the purpose of convenience only and are not intended to define or limit the contents of said Sections.

13.10.     Each of the parties hereto is performing its responsibilities under this Agreement as an independent contractor and nothing in this Agreement is intended, nor shall be construed, to create an employer/employee, master/servant, principal/agent, partnership or joint venture relationship between the parties.

13.11.      The provisions of Sections 6, 7, 8, 9 and 11 shall survive the expiration or earlier termination of this Agreement.

13.12.      This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument, and this Agreement may be completed by facsimile transmission, which transmission will be deemed to be an original and considered fully legal and binding on all of the signatories hereto.

13.13.     Unless the context of this Agreement clearly requires otherwise, the plural includes the singular, the singular includes the plural, the part includes the whole, "including" is not limiting, and "or" has the inclusive meaning of the phrase "and/or".  The words "hereof", "herein", "hereby", "hereunder" and other similar terms in this Agreement refer to this Agreement as a whole and not exclusively to any particular provision of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and date first above written.

WITNESS:	GLOBAL TELESAT SERVICES CORP.
	By:
		David Phipps, President and
		Chief Executive Officer
Print Name
WITNESS:	SANSWIRE CORP.
	By:
		Jonathan Leinwand, President
Print Name

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SCHEDULE 1

(i) assist the Company in developing operational mission profiles for the STS-111;

(ii) assist the Company in arranging demonstrations of the Sanswire products and services for potential customers introduced by GTC and participate in ongoing discussions with such potential customers in efforts to market the products and services;

(iii) assist the Company in exploring and obtaining funding for the development efforts associated with the STS-111;

(iv) provide assistance to the Company with respect to the development of enhancements of electronic systems for autonomous controls for the Sanswire products;

(v) provide assistance to the Company with respect to the development of enhancements with respect to telemetry and sensor equipment for use on the Sanswire products;

(vi) participate in discussions and negotiations with management and other applicable personnel of the Company and Sanswire;

(vii) introduce the Company and Sanswire to Globalstar, Inc. and participate in discussions and negotiations with respect to the potential certification for use on the Globalstar satellite network of the satellite telecommunications capability of the STS-111;

(viii) assist the Company and Sanswire in connection with efforts to obtain non-governmental funding for activities related to the completion of the development of the STS-111 (including, without limitation, the $1,000,000 credit facility arranged by GTC);

(ix) introduce the Company to qualified and experienced technical consultants and other personnel to render specialized services to the Company in connection with the completion of the developmental activities relating to the STS-111.

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SCHEDULE 2

(i) provide the Company with access to one or more mobile Appliqués which are owned by GTC and have data transmission satellite telecommunications capability;

(ii) provide the Company with technical assistance with respect to the design and testing of the STS-111 for the installation and operation of such satellite telecommunications appliqués owned by GTC;

(iii) assist the Company in arranging demonstrations of the STS-111 for potential customers introduced by GTC and participate in ongoing discussions with such potential customers in efforts to market the STS-111;

(iv) if applicable, act as the prime contractor for the Company in connection with governmental funding for the development of the STS-111 and participate in all discussions and negotiations with governmental funding sources in connection with same;

(v) evaluate and provide recommendations with respect to test results for STS-111 tests with particular emphasis on the feasibility of the use of Appliqués on the STS-111;

(vi) assist with expanding the potential customer base for potential prospective purchases of the STS-111 with GTC’s current and potential governmental customers and participate in discussions and negotiations with respect to same;

(vii) provide assistance to the Company with respect to the development of enhancements of electronic systems for autonomous controls for the Sanswire products;

(viii) provide assistance to the Company with respect to the development of enhancements with respect to telemetry and sensor equipment for use on the STS-111.

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EX-10.4

AMENDMENT

Reference is made to the Subscription Agreement dated September 17, 2008 between GlobeTel Communications Corp. and Global Telesat Corp., such agreement being referred to herein as the “Agreement”.

All capitalized terms which are used but not defined herein shall have the meanings ascribed to them in the Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Sanswire Corp. (formerly known as GlobeTel Communications Corp.), the Agreement is hereby amended as follows:

1. References to the dates in Sections 1(a)(i) and (ii) of the Agreement are hereby changed to December 31, 2010.

2. The Expiration Date of the Class A and Class B Warrants is hereby changed to December 31, 2010.  If necessary, the Company shall exchange the current Class A and Class B Warrants held by GTC for replacement Class A and Class B Warrants reflecting the modified Expiration Date thereof.

Except as set forth herein, none of the other terms or provisions of the Agreement (or the Class A or Class B Warrants) are amended hereby and the Agreement (and the Class A or Class B Warrants) shall remain in full force and effect in accordance with their terms.  To the extent there is any inconsistency between the terms of the Agreement (or the Class A or Class B Warrants) and the terms of this Amendment, the terms of this Amendment shall govern and control.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals to this Amendment this ___ day of April, 2009.

SANSWIRE CORP.
(Formerly GlobeTel Communications Corp.)
By:
	Jonathan Leinwand, President
GLOBAL TELESAT CORP.
By:
	David Phipps, President and
	Chief Executive Officer

EX-10.5

Reference is made to the Secured Convertible Promissory Note of Sanswire Corp. (“Sanswire”) dated December 18, 2008 in the principal amount of Fifty Thousand Dollars ($50,000) issued to Global Telesat Corp. (“GTC”) (the “Secured Note”) and to the related Pledge Agreement dated December 18, 2008 between Sanswire, GTC and Jonathan D. Leinwand (“Leinwand”) (the “Pledge Agreement”).  All capitalized terms which are used but not defined herein shall have the meanings ascribed to them in the Secured Note and the Pledge Agreement, as applicable.

Sanswire hereby acknowledges that the Secured Note (including all accrued interest, late fees and other charges due thereunder) was not paid when due on the Maturity Date.

Sanswire and Leinwand acknowledge that, as a consequence of Sanswire’s default under the Secured Note, GTC foreclosed its lien and security interest in the Pledged Shares as of March 30, 2009.  As a consequence thereof, ownership in the Pledged Shares became vested in GTC as of March 30, 2009 and GTC hereby acknowledges that, by virtue thereof, the Secured Note was deemed paid in full.

Sanswire and Leinwand hereby represent and warrant to GTC that the Pledged Shares were and are free and clear of all liens, claims and encumbrances and are eligible for resale under Rule 144 of the Securities Act of 1933, as amended.

Promptly after the date hereof, GTC will return stock certificate No. GC3498 for the Pledged Shares to Sanswire.  Sanswire will, within ten days after receipt thereof, cause Sanswire’s Transfer Agent to issue and deliver to GTC at 51 Lyon Ridge Road, Katonah, New York 10536, a replacement original stock certificate of Sanswire in the name of Global Telesat Corp. for 1,000,000 shares of Sanswire’s common stock, which certificate shall be unlegended.  Sanswire will bear all costs and expenses in connection therewith.  Sanswire further represents and warrants to GTC that the Pledged Shares are registered and may be sold by GTC, in whole or in part, from time to time, without restriction.

Sanswire and Leinwand hereby represent and warrant that all required corporate and other actions and consents have been obtained in connection with this Agreement and that this Agreement constitutes a legally binding obligation of Sanswire and Leinwand.

This Agreement (i) constitutes the sole and entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof, (ii) may not be modified or waived except pursuant to a written instrument signed by the party to be bound thereby, (iii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives and permitted assigns, (iv) shall be governed by and construed in accordance with the internal laws of the State of New York, (v) shall not be assignable by either of the parties hereto without the written consent of the non-assigning party, (vi) shall, if any term or provision hereof shall be determined to be unenforceable, remain valid and in full force and effect with respect to all other provisions of this Agreement not affected by such unenforceable provision or provisions, (vii) may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument, and (viii) may be completed by facsimile transmission, which transmission will be deemed to be an original and considered fully legal and binding on all of the signatories hereto.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of this ___ day of March, 2009.

SANSWIRE CORP.

By:________________________________

Jonathan D. Leinwand

Chief Executive Officer

___________________________________

Jonathan D. Leinwand, Individually

GLOBAL TELESAT CORP.

By:________________________________

David R. Phipps, President and

Chief Executive Officer

EX-10.6

Subscription Agreement

Sanswire Corp.

101 NE 3rd Ave.

Suite 1500

Fort Lauderdale, FL 33301

Gentlemen:

1.           Subscription.Sanswire Corp., a Delaware corporation (the “Company”), hereby agrees to issue, and the undersigned subscriber (the “Purchaser”) hereby agrees to purchase, 3,809,524 shares of common stock of the Company (the “Shares”), subject to the terms and conditions set forth herein. The Shares are being issued by the Company in consideration of the payment of the Purchase Price (defined below).

2.           Purchase Price.  The purchase price for the shares is $400,000 (the “Purchase Price”).  The Purchase Price shall be paid by Purchaser as follows:

(a)           $100,000 has been paid prior to the execution of this Subscription Agreement, the receipt of which is hereby acknowledged by the Company; and

(b)           $300,000 upon the execution of this Subscription Agreement.

3.           Closing.

(a)           The date of execution of this Subscription Agreement by the parties hereto shall be referred to herein as the “Closing Date”.

(b)           The Company shall deliver to the Purchaser a stock certificate for the 3,809,524 Shares upon execution of this Subscription Agreement.

4.           Use of Subscription Proceeds.  The Company will use the proceeds received by it pursuant to this Subscription Agreement as follows:

(a)           $266,000 for the construction of the mid-altitude 34 metre unmanned airship (i.e., the “STS-111”).with such funds paid to Dr. Bernd – H. Kroplin and TAO Technologies (collectively “TAO”) to be credited against all amounts past due pursuant to the License and Intellectual Property Acquisition Agreementbetween the Company and TAO dated June 3, 2008, as amended (the “License Agreement”); and

(b)           The remaining funds to be used for the expenses of Sanswire Corp. (Florida) as directed by its management.

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5.           Representations, Warranties, Covenants and Agreements of the Purchaser. In order to induce the Company to execute and deliver this Subscription Agreement and to issue and sell the Shares to the Purchaser, the Purchaser represents and warrants to, and covenants and agrees with, the Company as follows:

(a)            The Purchaser acknowledges that the offer, issuance and sale to it of the Shares is intended by the Company to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”),  and as such the Shares have not been registered with the Securities and Exchange Commission (the “Commission”).

(b)            The Purchaser represents and warrants to the Company that the Purchaser has had the opportunity to ask questions of, and to receive answers from the officers and employees of the Company concerning the Company and its business, affairs and operations, and the transactions contemplated by this Subscription Agreement. The Purchaser acknowledges that the Company's officers and employees have answered all inquiries made on behalf of the Purchaser in connection herewith to the satisfaction of the person or persons making such inquiry.

(c)             The Purchaser represents and warrants to the Company that the Purchaser has such knowledge and experience in financial and business matters that it is capable of understanding the information provided to it by the Company and of evaluating the merits and risks of its investment in the Shares.

(d)             The Purchaser represents and warrants to the Company that the Shares are not being acquired by the Purchaser with a view to, or for resale in connection with, any “distribution” within the meaning of the Act.

(e)             The Purchaser acknowledges that the Shares have not been registered under the Act. The Purchaser acknowledges and agrees that, as such, the Shares cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of unless they are registered under the Act or an exemption from such registration is available. The Purchaser acknowledges that an opinion of legal counsel to the Company is required in connection with any sale, assignment, transfer, conveyance, pledge or other disposition of the Shares and that no such opinion will be given by such legal counsel unless and until such counsel receives satisfactory evidence that the sale, assignment, transfer, conveyance, pledge or other disposition of the Shares complies with applicable law (the effective Registration Statement referred to in Section 4 hereof shall be satisfactory evidence for such purposes).

(f)              The Purchaser acknowledges that any and all certificates representing the Shares will bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT”), OR ANY STATE SECURITIES ACT. RATHER, THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THEY ARE REGISTERED UNDER THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE IN THE OPINION OF COUNSEL TO THE ISSUER.

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(g)           The Purchaser represents and warrants to the Company that (i) it has full power and authority to execute and deliver this Subscription Agreement, (ii) this Subscription Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser and (iii) this Subscription Agreement is enforceable against the Purchaser in accordance with its terms.

(h)           The Purchaser acknowledges that the Company has offered and may offer to sell its securities to other purchasers on terms different herefrom, and that the Purchaser has specifically negotiated the terms of this transaction with the Company.

6.           Representations, Warranties, Covenants and Agreements of the Company.  In order to induce the Purchaser to execute and deliver this Subscription Agreement and to issue and purchase the Shares from the Company, the Company represents and warrants to, and covenants and agrees with, the Purchaser as follows:

(a)           (i) It has full power and authority to execute and deliver this Subscription Agreement, (ii) this Subscription Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company and (iii) this Subscription Agreement is enforceable against the Company in accordance with its terms.

(b)           The Shares, when issued, will be fully paid, validly issued and non-assessable and the Shares will be delivered to Purchaser hereunder free and clear of all liens, claims and encumbrances whatsoever.

(c)           The authorization, execution, delivery and performance of this Subscription Agreement, and the consummation of the transactions contemplated hereby, will not result in any violation or be in conflict with or constitute, with or without the passage of time and giving of notice, a breach or default under any provision of any instrument, judgment, order, writ, decree or agreement to which the Company or any subsidiary or affiliated entity is a party or by which it or them is bound.

(d)There is no action, suit, proceeding, or investigation pending, or to the knowledge of the Company currently threatened against the Company in any way relating to the validity of this Agreement or the right of the Company to enter into or to perform this Agreement or consummate the transactions contemplated hereby.

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(e)           TAO has not declared an event of default under the June 3, 2008 agreement and any non-payment or late-payment of funds pursuant thereto has a one-year cure period.

(f)           The Company has not received any notice, claim or demand from the Securities and Exchange Commission (the “Commission”), or any other regulatory authority, seeking or requiring a temporary or permanent suspension of trading in the publicly owned shares of common stock of the Company.

7.           Current Filings.  The Company agrees that until the later of the date on which all of the Shares to be issued hereunder have been sold or one year from the date of the last issuance of such Shares, it will keep current in filing all reports and materials required to be filed with the Commission in order to permit the Services Provider to sell the Shares under Rule 144.

8.           Survival.  The Purchaser and the Company acknowledge and agree that all of their representations, warranties, covenants and agreements contained herein shall survive the Closing Date.

9.           Governing Law.This Subscription Agreement shall be governed by, and shall be construed and interpreted in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

10.         Notices.  Any and all notices and other communications given pursuant to this Subscription Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, receipt acknowledged, or when delivered by registered or certified mail, postage prepaid, return receipt requested, to the Company and to the Purchaser at their respective addresses set forth beneath their signatures below.  A copy of any notice to Purchaser hereunder shall be sent simultaneouslyRobert L. Blessey, Esq., 51 Lyon Ridge Road, Katonah, New York 10536.

11.         Entire Agreement.This Subscription Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter. This Subscription Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the parties hereto.

12.         Benefits: Binding Effect.   This Subscription Agreement shall be for the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. Neither this Subscription Agreement nor any of the rights or obligations of the parties hereto  shall be assigned in the absence of the written consent of the non-assigning party.

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13.         Jurisdiction and Venue.Any claim arising out of, connected with, or in any way related to this Subscription Agreement which results in litigation shall be instituted and adjudicated (a) in the Federal District Court for the Southern District of Florida or in the State Court for Broward County, Florida with respect to a claim asserted by the Company or (b) in the Federal District Court for the Southern District of New York or in the New York State Supreme Court, New York County, with respect to any claim asserted by Purchaser.  In no event shall either party to this Subscription Agreement contest the personal jurisdiction of such courts over or the venue of such courts with respect to any such litigation.In the event of any such litigation, the party prevailing therein shall be reimbursed by the non-prevailing party for all costs and expenses (including legal fees) incurred by the prevailing party in connection therewith.

14.         Expenses.  Each of the Company and Purchaser shall bear their respective costs and expenses in connection with the negotiation and consummation of this Subscription Agreement.

15.         Gender.In this Subscription Agreement, any reference to the masculine gender shall mean and include the feminine gender.

16.         Headings.  The headings contained in this Subscription Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

17.         Counterparts. This Subscription Agreement may be executed in any number of counterparts and by each of the parties hereto in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.  This Subscription Agreement may be executed by facsimile transmission, which transmission will be deemed to be an original and considered fully legal and binding on all of the signatories hereto.

18.         Absence of Official Evaluation. Purchaser understands that no federal or state agency has made any finding or determination as to the fairness of the terms of an investment in the Company, nor any recommendation for or endorsement of the Shares offered hereby.

19.         Additional Financing. Purchaser further acknowledges that nothing here­under shall preclude the Company from seeking and/or procuring additional equity and/or debt financing.

20.         Nonreliance. Purchaser is not relying on the Company or any representation contained herein or in the documents referred to herein with respect to the tax and economic effect of Purchaser's investment in the Company.

21.         No General Solicitation. Purchaser is not subscribing for the Shares because of or following any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation or a subscription by a person other than an authorized representative of the Company.

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22.         Regulation D Offering.  The offer and issuance of the Shares to the Purchaser is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. The Company will provide, at the Company's expense, such legal opinions in the future as are reasonably necessary for the issuance and/or resale of the Shares.

IN WITNESS WHEREOF, the Purchaser and the Company have executed and delivered this Subscription Agreement as of April ___, 2009.

GLOBAL TELESAT CORP.
By:_________________________________
	David Phipps, President and
	Chief Executive Officer
Address:	51 Lyon Ridge Road
	Katonah, New York 10536
SANSWIRE CORP.
By:_______________________________
	Jonathan Leinwand,
	Chief Executive Officer
Address:	101 NE 3RD AVE.
	SUITE 1500
	FORT LAUDERDALE, FL 33301

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