1. Name and Address of Company
Norsat International Inc.
110 – 4020 Viking Way
Richmond, BC
V6V 2N2

2. Date of Material Change
October 26, 2006

3. News Release
A press release announcing the material change was issued on October 27, 2006 and filed on SEDAR.

4. Summary of Material Change
On October 26, 2006, Norsat International Inc. ("Norsat") closed a non-brokered private placement of Units comprised of secured convertible debentures ("Debentures") and common share purchase warrants ("Warrants") for gross proceeds of US$1,000,000.

5. Full Description of Material Change
Norsat issued 1,000 Units at a purchase price of US$1,000 per Unit. Each Unit is comprised of US$1,000 aggregate principal amount of Debentures and 1,250 Warrants. The Debentures have a term of 90 days and bear interest at a floating rate of US prime plus 1%. The Debentures are convertible into common shares of Norsat at any time at a conversion price of US$0.40 per share. Each Warrant is exerciseable for one Norsat common share for two years at a price of US$0.45 per share.

6. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.

7. Omitted Information
Not applicable.

8. Executive Officer
Amiee Chan
President and Chief Executive Officer
Tel: (604) 821-2800
Fax: (604) 821-2801

9. Date of Report
November 1, 2006

Norsat International Inc. Contact:
Dr. Amiee Chan
+1 (604) 821-2808
achan@norsat.com