Abstract: Described is a tile module for a phased array system. The tile module includes array elements configured in a two-dimensional array which is part of a larger subarray in the phased array system. A control module communicates with each array element to control a phase shift and an attenuation. In one embodiment a two-dimensional overlapped subarray manifold provides a weighted combination of RF signals received by the array elements of the tile module and array elements of other tile modules disposed in the same subarray of the phased array system. In another embodiment the two-dimensional overlapped subarray manifold distributes to the array elements weighted combinations of transmit RF signals applied to the tile module and other tile modules disposed in the same subarray. Advantageously, tile modules can be fabricated in large quantities, can be tested and calibrated independently, and can easily be installed or replaced in the phased array system.