Management's Discussion and Analysis of Financial Condition and Results of
Operation

The following discussion of the financial condition and results of operations of
Multiband should be read in conjunction with the Consolidated Financial
Statements and the Notes thereto included elsewhere in this report.

Years Ended December 31, 2008 and December 31, 2007

Results of Operations
The following table sets forth certain items.

                                                                 2008          2007
Revenues
Multiband                                                           0.00 %        0.00 %
MCS                                                                 8.68 %       34.06 %
MDU                                                                36.20 %       65.94 %
HSP                                                                55.12 %           - %
Total Revenues                                                    100.00 %      100.00 %

Cost of Products and Services (exclusive of depreciation and
amortization)
Multiband                                                           0.00 %        0.00 %
MCS                                                                 6.19 %       23.09 %
MDU                                                                22.11 %       32.19 %
HSP                                                                37.83 %           - %
Total Cost of Products and Services (exclusive of
depreciation and amortization)                                     66.13 %       55.28 %
Selling, General and Administrative Expenses                       24.43 %       58.92 %
Impairment of Assets                                                0.31 %        0.00 %
Income (Loss) from Continuing Operations                            2.20 %      (40.36 )%
Net Income (Loss)                                                   2.20 %      (40.36 )%

Revenues
Total revenues from continuing operations increased 184.95% from $15,085,604 in 2007 to $42,986,513 in 2008. This overall increase in revenues is primarily due to the purchase of MMT in March 2008, with revenues for the ten month period ended December 31, 2008 of $23,696,045, offset by sales of approximately 23,000 owned subscriptions which occurred throughout 2007 in efforts to strategically sell unprofitable owned assets, utilizing the proceeds from those assets into facilitating growth in the Company's managed subscriber services including our support center and our master system operator program. Revenue from the MCS segment decreased to $3,731,139 in 2008 from $5,137,756 in 2007 due to the aforementioned sales of owned subscriptions offset by an increase in call center revenue. In 2009, MCS revenues will remain relatively consistent. The MDU segment had revenues of $15,559,329 in 2008 and $9,947,848 in 2007, at an increase of 56.41%. This overall increase of approximately $5,611,481 in the MDU segment is primarily due to the revenue earned for coordinating improvements of systems used to deliver enhanced programming services, and increased activity from a large system operator. The Company believes it can ultimately increase revenues by selling its support center services to its network of system operators and by providing ancillary programs for voice and data services to that same network. Due to demand for high definition television services and the aforementioned revenue generated from coordinating system improvements to provide enhanced programming services, MDU revenues are expected to remain above 2008 levels in 2009. The HSP segment had revenues of $23,696,045. This increase is due to the purchase of MMT (see Note 2). The Company expects revenues in the HSP segment will continue to increase into 2009, as a result of the acquisition of the majority ownership of former operating subsidiaries of DTHC (see Note 17).

Costs of Products and Services (exclusive of depreciation and amortization) Total costs of products and services were $28,425,926 in 2008 compared to $8,339,933 in 2007. Overall costs of products and services as a percentage of revenue did increase between 2007 and 2008 due, in part, to the purchase of MMT with costs for the ten months ended December 31, 2008 of $16,260,954, along with specific vendor price increases without a corresponding increase in price to customers, certain commission payments, and allocation of certain support center costs to cost of products and services. MCS segment cost of products and services were $2,658,809 in 2008 and $3,483,153 in 2007. The decrease in cost of products and services in the MCS segment is directly related to a decrease in programming and circuit charges between the comparable periods due to a decreased subscriber number. MDU segment costs of products and services were $9,506,163 in 2008 and $4,856,780 in 2007. The increase in costs of products and services in the MDU segment is primarily related to an increase in revenue generated by a system upgrade subsidized by DirecTV, and performed by system operators along with a change in revenue mix and certain commission payments. The Company expects costs of products and services as a percentage of revenue to increase slightly in future periods due to the continued change in revenue mix.

Selling, General and Administrative Expense Selling, general and administrative expenses from continuing operations increased 18.14% to $10,499,863 in 2008, compared to $8,887,883 in 2007 due primarily to the addition of the HSP segment resulting from the acquisition of MMT in 2008 with costs for the ten months ended of $5,067,987, offset by a reduction in payroll and employee expenses, property maintenance expenses, and outside service expenses. Selling, general and administrative expenses were, as a percentage of revenues, 24.43% for 2008 and 58.9% for 2007. This percentage decrease is primarily due to a significant increase in revenues with only modest increases in payroll and administrative expenses.. Multiband Corp segment also recorded $1,285,000 of reimbursed payroll expenses for management consulting to DTHC per its management consulting agreement which ended at December 31, 2008 (see Note 16). The Company anticipates that for 2009, selling, general and administrative expenses will remain consistent as a percentage of overall revenues.

Impairment of Assets
For the year ended December 31, 2008, the Company recorded impairment costs totaling $132,209, consisting of $50,000 of the goodwill related to the US Install purchase and the remaining goodwill balance of $16,757 from a previous acquisition. Also, pursuant to the abandonment of a right of entry intangible asset, the Company recorded an impairment charge of $65,452 for the year ended December 31, 2008.

Depreciation and Amortization
Depreciation and amortization expense decreased 16.51% to $3,025,478 for the year ended December 31, 2008, as compared to $3,623,903 for the year ended December 31, 2007. This decrease in depreciation and amortization is due to the sale of tangible and intangible assets in various states most of which occurred in 2007 (see Note 2), offset by the increase in amortization of intangible asset related to the MMT purchase (see Note 2). Depreciation and amortization expense is expected to increase in 2009 as a result of the acquisition of the former operating subsidiaries of DTHC.

Income (Loss) from Operations
The Company, in 2008, earned income from operations for its combined operating business segments of $903,037 compared to a loss of $5,766,115 during 2007. The MDU segment showed a profit from operations of $3,782,927 in 2008 compared to profits of $2,953,736 in 2007. The Company expects the MDU segment profitability in future periods to decline slightly due to reduced activity related to system enhancements which were robust throughout 2008. At the same time, the Company will look to add subscribers in its MDU division since the on-going selling, general and administrative expenses to service those subscribers is more variable than fixed. The HSP segment for the ten months ended December 31, 2008, had a profit of $2,334,572, compared to the $0 in the prior year. The HSP segment did not exist in 2007 so there are no comparable results to report (see Note 2). In 2008, the MCS segment showed a loss from operations of $2,271,821 compared to a loss of $4,399,150 for the prior year. In addition to the sale of subscribers, the Company hopes that it can continue to mitigate its loss in the MCS segment by increasing the subscribers managed by the support center and reducing related payroll expenses. The Multiband Corporation segment, which has no revenues, showed a loss from operations of $2,942,641 in 2008 compared to a loss of $4,320,701 for the same period last year. In 2008, the Multiband Corporation segment loss was reduced as a result of its management agreement with DTHC. This agreement resulted in $1,285,000 of management consulting income as well as a management performance bonus of $2,366,466. This agreement ends in 2009 as a result of the acquisition of the majority ownership of former operating subsidiaries of DTHC (Note 17). The Multiband Corporation loss is expected to increase in future periods as corporate overhead is expected to increase as a result of the acquisition of the majority ownership of DTHC's operating subsidiaries (see Note 17).

Interest Expense
Interest expense was $657,289 for 2008 versus $503,887 for 2007, reflecting primarily an increase in the Company's debt issued for the purchase of 51% of MMT (see Note 2) and related imputed interest discount expense. Amortization of imputed interest discount was $282,100 and $0 for the years ended December 31, 2008 and 2007, respectively.

Management consulting income
During the year ended December 31, 2008, Multiband recorded a performance bonus as part of the management consulting agreement with DTHC of $2,366,466 which was paid via reduction of the debt incurred in the acquisition of MMT (see Note 2 and Note 17). The Company recorded this consulting income as part of other income and expense on the statement of operations because the income does not constitute the entity's ongoing major or central operations. The consulting income was not a reimbursement of direct expenses. No income was earned during the comparable year ended December 31, 2007. This income is part of the Multiband Corp. business segment. In 2009, due to the acquisition of majority ownership of former subsidiaries of DTHC, the Company's consulting agreement with DTHC was terminated.

Minority Interest
Effective March 1, 2008, the Company purchased 51% of the stock of MMT. The minority interest on the statement of operations for the year ended December 31, 2008 was $652,167. The minority interest represents DTHC's 49% ownership of MMT. MMT currently makes up 100% of the HSP segment.

Income taxes
Due to the Company's purchase of 51% of MMT's stock, effective March 1, 2008, MMT will no longer file consolidated federal tax returns with its former parent DTHC but will file as a single entity as it no longer meets the 80% ownership required for federal tax consolidation. Therefore, MMT will not be able to utilize the tax loss carryforwards of Multiband Corporation since Multiband owns less than 80% of MMT. For the year ended December 31, 2008, the Company has recorded a provision for income tax of $1,132,000. MMT currently makes up 100% of the HSP segment.

Net Income (Loss)
The Company incurred a net income of $944,931 in 2008. The Company's net loss in
2007 totaled $6,088,353.

Total Assets
The following table sets forth certain items.

Total Assets       2008            2007
Multiband      $  5,567,052     $ 1,272,271
MCS               3,373,305       2,968,249
MDU               4,098,137       4,652,909
HSP              13,004,734               -
Total Assets   $ 26,043,228     $ 8,893,429

Related Party Transactions
During 2008, the Company did have certain transactions with DTHC as described
above. In January 2009, the Company purchased 80% of the operating subsidiaries
of DTHC (see Note 17). The following table is a condensed balance sheet as of
December 31, 2008 and a condensed statement of operations for the year ended
December 31, 2008, which presents the proforma financial results for the Company
excluding all 2008 transactions with DTHC (unaudited):

                                                                       Less: DTHC      (unaudited)
                                                     As reported       Related(1)        Proforma
Accounts receivable, net                             $  3,436,424     $   (771,427 )   $  2,664,997
Other receivable - related party                        7,666,295       (7,666,295 )              -
Prepaid expenses and other                              1,273,083         (518,024 )        755,059
Accounts payable                                        8,274,003       (1,127,005 )      7,146,998

Revenues                                               42,986,513       (3,333,119 )     39,653,394
Cost of products and services (exclusive of
depreciation and amortization shown separately
below)                                                 28,425,926       (2,895,176 )     25,530,750
Selling, general and administrative                    10,499,863          750,000       11,249,863
Management consulting income                            2,366,466       (2,366,466 )              -

(1) All adjustments described in the paragraphs of Note 16

Years Ended December 31, 2007 and December 31, 2006

This discussion does not include the results of discontinued operations.

Results of Operations
The following table sets forth certain items.

                                                                 2007           2006
Revenues
Multiband                                                           0.00 %         0.00 %
MCS                                                                34.06 %        41.96 %
MDU                                                                65.94 %        58.04 %
Total Revenues                                                    100.00 %       100.00 %

Cost of Products and Services (exclusive of depreciation and
amortization)
Multiband                                                           0.00 %         0.00 %
MCS                                                                23.09 %        22.56 %
MDU                                                                32.19 %        23.31 %
Total Cost of Products and Services (exclusive of
depreciation and amortization)                                     55.28 %        45.87 %
Selling, General and Administrative Expenses                       58.92 %        63.60 %
Impairment of Assets                                                0.00 %        12.53 %
Loss from Continuing Operations                                   (40.36 )%      (56.42 )%
Gain(Loss) from Discontinued Operations                             0.00 %         0.01 %
Net Loss                                                          (40.36 )%      (56.41 )%

Revenues
Total revenues from continuing operations decreased 16.4% from $18,051,601 in 2006 to $15,085,604 in 2007. This overall decrease in revenues is primarily due to sales of approximately 23,000 owned subscriptions which occurred throughout 2007 in efforts to strategically sell unprofitable owned assets as prudent and redeploy the proceeds from those assets into facilitating growth in the Company's managed subscriber services including our support center and our master system operator program. Revenue from the MCS segment decreased to $5,137,756 in 2007 from $7,573,799 in 2006 due to the aforementioned sales of owned subscriptions offset by an increase in call center revenue. In 2008, MCS revenues will continue to decrease due to the 2007 sales of subscribers in the MCS portfolio. The MDU segment had revenues of $9,947,848 in 2007 and $10,477,802 in 2006, at a decrease of 5.1%. This overall decrease of approximately $530,000 in the MDU segment is primarily due to the aforementioned decrease in the number of owned subscribers which reduced revenue approximately $1,100,000. The aforementioned revenue decrease was partially offset by an approximate increase of $570,000 generated by the system operators including a related decrease in DirecTV prepaid commissions rates. The Company believes it can ultimately increase revenues by selling its support center services to its network of system operators and by providing ancillary programs for voice and data services to that same network.

Costs of Products and Services (exclusive of depreciation and amortization) Total costs of products and services were $8,339,933 in 2007 compared to $8,280,666 in 2006. Overall costs of products and services as a percentage of revenue did increase between 2006 and 2007 due to specific vendor price increases without a corresponding increase in price to customers, certain commission payments, and allocation of certain support center costs to cost of products and services. In 2006, those support center costs were immaterial due to the small number of subscribers supported by the call center. MCS segment cost of products and services were $3,483,153 in 2007 and $4,073,165 in 2006. The decrease in cost of products and services in the MCS segment is directly related to a decrease in programming and circuit charges between the comparable periods due to a decreased subscriber number. MDU segment costs of products and services were $4,856,780 in 2007 and $4,207,501 in 2006. The increase in costs of products and services in the MDU segment is primarily related to an increase in revenue generated by the system operators. The Company expects costs of products and services as a percentage of revenue to increase slightly in future periods due to the change in revenue mix.

Selling, General and Administrative Expense Selling, general and administrative expenses from continuing operations decreased 22.7% to $8,887,883 in 2007, compared to $11,480,677 in 2006. Selling, general and administrative expenses were, as a percentage of revenues, 58.9% for 2007 and 63.6% for 2006. This decrease is primarily due to decreases in payroll and employee expenses, property maintenance expenses, and stock option expense between the comparable periods. The Company anticipates that selling, general and administrative expenses, exclusive of stock option expenses, will continue to decrease in 2008 due to reduced payroll expenses from the sale of subscribers throughout 2007, subject, however, to potential acquisition activity in 2008.

Impairment of Assets
Pursuant to the sale of video assets to Consolidated Smart Broadband Systems,
LLC., (CSBS) (see Note 2), the Company recorded an impairment charge of $2,261,500 for the year ended December 31, 2006. This charge was determined based upon the excess net book value of assets sold over the known proceeds from the sale as of March 1, 2007. The impairment charge was allocated in the amount of $417,465 to goodwill, $1,539,633 to intangible assets and $304,402 to fixed assets.

Loss from Operations
The Company, in 2007, incurred a loss from operations for its combined operating business segments of $5,766,115 compared to a loss of $9,139,451 during 2006. The MDU segment showed a profit from operations of $2,953,736 in 2007 compared to profits of $4,066,850 in 2006. In 2007, the MCS segment showed a loss from operations of $4,399,150 compared to a loss of $8,492,405, including an impairment charge of $2,261,500 for the prior year. The Multiband Corporation segment, which has no revenues, showed a loss from operations of $4,320,701 in 2007 compared to a loss of $4,713,896 for the same period last year. The Multiband Corporation loss is expected to continue in future periods as corporate overhead is expected to remain consistent with current levels. The Company expects the MDU segment profitability in future periods to stabilize as the year to date reduction in profits for this segment has been significantly impacted by agent fees paid for owned subscriber sales. These sales have now been completed. In addition to the sale of subscribers, the Company hopes that it can continue to mitigate its loss in the MCS segment by reducing related payroll expenses. At the same time, the Company will look to add subscribers in its MDU division since the on-going selling, general and administrative expenses to service those subscribers can be more variable than fixed.

Interest Expense
Interest expense was $503,887 for 2007 versus $1,206,196 for 2006, reflecting primarily a decrease in the Company's debt and original issue discount expense. Amortization of original issue discount was $30,413 and $436,106 for the years ended December 31, 2007 and 2006, respectively.

Net Loss
The Company incurred a net loss of $6,088,353 in 2007. The Company's net loss in 2006 totaled $10,183,723, which included an impairment charge of $2,261,500 incurred due to the sale of video assets located in California (see Note 2).

Total Assets
The following table sets forth certain items.

Total Assets      2007             2006
Multiband      $ 1,272,271     $  2,478,638
MCS              2,968,249        9,063,793
MDU              4,652,909        6,443,625
Total Assets   $ 8,893,429     $ 17,986,056

Unaudited Quarterly Results

The following table sets forth certain unaudited quarterly operating information for each of the eight quarters in the two-year period ending December 31, 2008. This data includes, in the opinion of management, all normal recurring adjustments necessary for the fair presentation of the information for the periods presented when read in conjunction with the Company's consolidated financial statements and related notes thereto. Results for any previous fiscal quarter are not necessarily indicative of results for the full year or for any future quarter.

                                     Dec. 31,        Sept. 30,         June 30,        March 31,         Dec. 31,        Sept. 30,         June 30,        March 31,
                                       2008             2008             2008             2008             2007             2007             2007             2007
Revenues:
Multiband                                     -                -                -                -                -                -                -                -
MCS                                $  1,242,666     $    799,445     $    840,466     $    848,562     $    797,164     $  1,084,114     $  1,404,398     $  1,852,080
MDU                                $  5,164,136     $  4,148,786     $  3,360,696     $  2,885,711     $  2,328,159     $  2,569,486     $  2,517,328     $  2,532,875
HSP                                $  7,719,116     $  7,392,428     $  6,604,545     $  1,979,956     $          -     $          -     $          -     $          -
Total Revenues                     $ 14,125,918     $ 12,340,659     $ 10,805,707     $  5,714,229     $  3,125,323     $  3,653,600     $  3,921,726     $  4,384,955
Cost of Products & services
(exclusive of depreciation and
amortization shown separately
below)                             $  9,655,989     $  8,556,168     $  6,393,571     $  3,820,198     $  1,944,754     $  2,345,895     $  1,871,238     $  2,178,046
SG&A Expense                       $  3,326,506     $  2,757,319     $  2,560,755     $  1,855,283     $  1,829,947     $  2,360,254     $  2,308,426     $  2,389,256
Depreciation & Amortization        $    562,399     $    846,317     $    879,055     $    737,707     $    808,922     $    770,215     $    995,068     $  1,049,698
Impairment of assets               $     66,757                -     $      7,406     $     58,046                -                -                -                -
Operating Income (Loss)            $    514,267     $    180,855     $    964,920     $   (757,005 )   $ (1,458,300 )   $ (1,822,764 )   $ (1,253,006 )   $ (1,232,045 )
Interest Expense                   $   (142,804 )   $   (300,826 )   $   (113,000 )   $   (100,659 )   $    (73,623 )   $   (108,847 )   $   (168,010 )   $   (153,407 )
Management Income                       919,528        1,446,938                -                -                -                -                -                -
Other Income (Expenses)            $     36,185     $      8,109     $     32,407     $     40,183     $      4,288     $     13,267     $    141,037     $     23,057
Net Income (Loss) Before Taxes
and Minority Interest              $  1,327,176     $  1,335,076     $    884,327     $   (817,481 )   $ (1,527,635 )   $ (1,918,344 )   $ (1,279,979 )   $ (1,362,395 )
Income Tax Provision               $    382,542     $    286,658     $    434,300     $     28,500                -                -                -                -
Minority Interest                  $    102,409     $    137,755     $    393,586     $     18,417                -                -                -                -
Net Income (Loss)                  $    842,225     $    910,663     $     56,441     $   (864,398 )   $ (1,527,635 )   $ (1,918,344 )   $ (1,279,979 )   $ (1,362,395 )
Income (Loss) attributable to
commons stockholders               $    802,646     $    846,649     $    (47,221 )   $ (4,745,418 )   $ (1,674,439 )   $ (3,711,641 )   $ (1,400,453 )   $ (1,602,322 )
Income (Loss) per common share
attributable to common
stockholders - basic               $       0.08     $       0.09     $       0.00     $      (0.56 )   $      (0.23 )   $       (.50 )   $       (.20 )   $       (.23 )
Income (Loss) per common share
attributable to common
stockholders - diluted             $       0.08     $       0.09     $       0.00     $      (0.56 )   $      (0.23 )   $       (.50 )   $       (.20 )   $       (.23 )
Weighted average shares
outstanding - basic                   9,634,174        9,561,718        9,499,469        8,497,734        7,415,629        7,356,413        7,093,071        7,079,781
Weighted average shares
outstanding - diluted                 9,865,287        9,796,685        9,499,469        8,497,734        7,415,629        7,356,413        7,093,071        7,079,781

Liquidity and Capital Resources

Year Ended December 31, 2008

During the years ended December 31, 2008 and 2007, the Company recorded a net income of $944,931 and a net loss of $6,088,353 respectively. Net cash provided by operations in 2008 was $3,688,819 as compared to net cash used by operations in 2007 of $1,390,996. Principal payments on current long-term debt over the next 12 months are expected to total $1,608,778. During the first three quarters of 2008, and as of December 31, 2007, the Company failed to meet the compliance covenants of its lender, Convergent Capital, with respect to having minimum net worth of five million dollars and positive EBITDA of $150,000. Convergent Capital provided the Company with a waiver of both covenants for the year ended December 31, 2007 and for the first three quarters of 2008. The Company paid $100,000 on the note during 2008. At December 31, 2008, the Company was in compliance with the debt covenants.

Cash and cash equivalents totaled $4,346,377 at December 31, 2008 versus $944,456 at December 31, 2007. Working capital for the year ended December 31, 2008 was $2,465,209 as compared to a working capital deficit of $5,018,177 at December 31, 2007, primarily due to the acquisition of MMT. Total debt and capital lease obligations increased by $330,910 in the year ended December 31, . . .