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                                                                   EXHIBIT 10.20
                               LOAN OUT AGREEMENT


       THIS AGREEMENT is made as of the 1st day of November, 1999 (the
"Effective Date"), by and between eSAT, Inc., a Nevada corporation ("eSAT") and
Vantage Capital Corp., a California corporation (the "Corporation"), with
respect to the following facts:

       A.     eSAT is a publicly owned company providing satellite Internet and
              Digital Delivery Services and products.

       B.     Michael C. Palmer, who is employed by the Corporation, has
              considerable management and business experience with respect to
              the operations of publicly owned companies.

       C.     eSAT and the Corporation desire to enter into an agreement whereby
              the Corporation will loan out the services of Michael C. Palmer
              ("The CEO") as Chief Executive Officer of eSAT Inc.

The parties agree as follows:

1.     CEO'S RELATIONSHIP AND RESPONSIBILITIES.

       (a)    CEO shall use his best efforts to provide such services as may be
              assigned to him from time to time by, and at the sole and
              exclusive discretion of the Board of Directors of eSAT. It is
              contemplated that such services will include a policy making
              function concerning the organization and management of eSAT that
              generally would be attributable to a company's chief executive
              officer.

       (b)    CEO shall remain an employee of the Corporation and is not and
              shall not be construed to be an employee, partner, joint venture,
              agent, representative or participant of or with eSAT pursuant to
              this Agreement.

       (c)    During the term of this Agreement, CEO shall devote such time to
              the performance of services contemplated by this Agreement as is
              reasonably necessary for a satisfactory performance. Without
              limiting the foregoing, CEO shall not, except upon the prior
              written consent of eSAT in each instance, perform any services
              similar to those contemplated to be performed by CEO under this
              Agreement for any individual or entity engaged in any business
              which is the same as or similar to the business engaged in any
              time during the term of this Agreement by eSAT. In no event shall
              CEO engage in activities adverse to eSAT's interests.





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LOAN OUT AGREEMENT
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       (d)    The Corporation hereby warrants it is a corporation duly organized
              and existing under the laws of California, that CEO is its
              employees and that it has the power and authority to contract for
              CEO services as provided herein. The Corporation further
              represents that there is no agreement preventing the fulfillment
              of this Agreement or which shall impair of diminish the value of
              the rights granted under this Agreement.

       (e)    The obligations of eSAT under this Agreement are subject to CEO
              entering into a Confidentiality and Indemnification Agreement in
              the form attached hereto as Addendum B of this Agreement.

2.     COMPENSATION.

       (a)    Base Fee. In consideration of all services performed by CEO under
              this Agreement, the Corporation shall be entitled to receive a
              consulting fee of $25,000 per month payable on the last day of
              each month during the term of this Agreement.


       (b)    Incentive Payment. Within thirty (30) days following the close of
              each year of the services under this Agreement, eSAT shall pay the
              Corporation an incentive payment in an amount equal to three (3%)
              percent of the increase in eSAT's shareholder value, if any,
              experienced during such year of services. For this purpose, eSAT's
              shareholder value shall be determined as of each of the first and
              last day of the applicable year of services as follows.

                     Total number of eSAT's common stock shares outstanding on
                     such date, as determined for purposes of computing eSAT's
                     basic earnings per share in accordance with generally
                     accepted accounting principles

                            Multiplied by

                     The bid price per share for eSAT's common stock on such
                     date.

              If the CEO serves for less than twelve (12) months during the
              final year of this Agreement, then the Corporation will be paid a
              pro rata share of the full-year incentive payment based upon time
              actually served by the CEO during such final year.





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       (c)    Expenses. CEO shall be entitled to incur necessary and reasonable
              travel expenses to perform his duties under the Agreement as
              authorized by the Board of Directors. CEO shall furnish
              appropriate proof of such expenses as are requested by eSAT and
              will be reimbursed for such expenses on a monthly basis.

       (d)    Grant of Stock Options. In further consideration of the foregoing,
              eSAT hereby grants to the Corporation an option to purchase an
              aggregate of 1,000,000 shares of eSAT's Common Stock at an
              exercise price of Three Dollars ($3.00) per share. Such option
              shall vest and become exercisable in accordance with the terms and
              conditions set forth in the Stock Option Agreement, which is
              attached hereto as Addendum A of this Agreement.

       (e)    Throughout the term of this Agreement, eSAT shall provide CEO with
              the use of an automobile and driver.

       (f)    As a non-employee of the Corporation, CEO shall not be eligible to
              participate in fringe benefit, welfare benefit, retirement benefit
              or deferred compensation plans or programs of eSAT other than as
              provided herein or as authorized by the Board of Directors.

3.     CONFIDENTIAL DATA.

       (a)    The Corporation acknowledges that CEO and/or it may from time to
              time receive certain non-public information ("Proprietary
              Information") including, without limitation, trade secrets,
              proprietary know-how, names of customers, and other matters
              relating to eSAT's business or eSAT's suppliers or customers. The
              Corporation expressly agrees that neither it nor any of its
              employees or agents shall communicate, disclose or make available
              all or any party of the Proprietary Information to any third
              party, except, when necessary, in furtherance of eSAT;s business.
              The Corporation agrees that it shall use its best efforts to
              prevent, inadvertent disclosure of the Proprietary Information to
              any third party. The Corporation further agrees that it shall not
              copy or use, nor permit others to copy or use, directly or
              indirectly, the Proprietary Information other than for the purpose
              of the transactions contemplated by this Agreement. Should CEO
              conceive any invention as a result of reviewing the Proprietary
              Information or rendering services to eSAT hereunder, the
              Corporation agrees to assign or to cause to be assigned such
              invention to eSAT.

       (b)    The Corporation agrees and acknowledges that the Proprietary
              Information and all copies of and written materials summarizing,
              describing or relating to such information, whether supplied by
              eSAT or others or compiled by CEO shall be the property of eSAT
              and shall be returned promptly to eSAT upon termination or
              expiration.




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       (c)    The parties agree that the public disclosure by eSAT of any part
              of the Proprietary Information will release the Corporation from
              the foregoing obligations only with respect to that portion of the
              Proprietary Information actually disclosed by eSAT.

       (d)    Each of the parties agrees that it shall not disclose any of the
              terms or provisions of this Agreement to any third party except
              with the prior written consent of the other party hereto or as may
              be required by applicable law.

       (e)    Injunctive Relief. The Corporation hereby acknowledges that the
              loss to eSAT which would arise from a material breach of the
              confidentiality obligations provision contained in this Agreement
              cannot be reasonably or adequately compensated in damages in an
              action at law. The Corporation therefore expressly agrees eSAT in
              addition to any other rights or remedies which it may possess,
              shall be entitled to injunctive relief to prevent a breach of the
              confidentiality obligations provision contained in this Agreement.

       (f)    The provisions of this Section 3 shall survive the termination or
              expiration of this Agreement.

4.     USE OF ESAT'S OR CEO'S NAME.

       Neither the Corporation nor CEO shall not use the name or trademarks of
       eSAT on any written document, stationery, business cards, advertisement,
       building directory, telephone directory, office door, or in any other
       manner without the prior written consent of eSAT.

       eSAT shall not use the name or trademarks of either the Corporation or
       CEO on any written document, stationery, business cards, advertisement,
       building directory, telephone directory, office door, or in any other
       manner without the prior written consent of the Corporation except where
       the use may be required by applicable law.

5.     TERM OF AGREEMENT, TERMINATION.

       (a)    The term of this Agreement (the "Loan Out Term") shall be for a
              period of thirty six (36) months, commencing on the Effective Date
              and continuing through and including October 31, 2002, unless
              otherwise terminated as provided in this Section.





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       (b)    Either party may terminate this Agreement with or without cause at
              any time upon 30 days' advance written notice and the Agreement
              shall then terminate at the end of the 30-day period. In the event
              the Agreement is terminated by eSAT prior to October 31, 2002, the
              Corporation shall receive compensation, pursuant to Section 2 (a)
              for one year with no further obligation to perform services
              hereunder.

       (c)    As a material inducement to eSAT to enter into this Agreement, the
              Corporation expressly agrees that eSAT shall have no obligation to
              extend the term of this Agreement beyond the initial Term stated
              herein and that, notwithstanding any particular circumstances of
              the Corporation's or CEO's investment or expenditure of time, or
              effort in connection with the performance of the Corporation's
              duties under this Agreement, any termination or expiration of this
              Agreement in accordance with this Section 5 shall be without
              liability of eSAT to the Corporation by reason of any such
              termination or expiration. The Corporation expressly acknowledges
              that eSAT has not made any representations as to the possible or
              expected duration of this Agreement, except as provided herein.

       (d)    Upon the expiration or termination of this Agreement, the
              Corporation and CEO shall immediately (i) discontinue all use of
              eSAT's name and any and all trademarks, trade names or
              designations of origin owned or used by eSAT or eSAT's suppliers;
              (ii) return to eSAT all literature, advertising and promotional
              material, displays, business cards and similar items which may
              have been furnished by eSAT to CEO; (iii) cease representing to
              the public or to any person or entity that either the Corporation
              or CEO has any relationship with eSAT; and (iv) deliver to eSAT
              all files, permits, licenses and the like obtained or maintained
              by the Corporation or CEO on behalf of eSAT or in connection with
              the business of eSAT.

6.     GOVERNING LAW; ARBITRATION; EQUITABLE REMEDIES.

       (a)    Governing Law. This Agreement and all other contracts between the
              parties relating to eSAT's business, whether now existing or
              hereafter arising, shall exclusively be governed by and
              interpreted in accordance with the laws of the State of
              California, without reference to principles of conflicts of law.

       (b)    Arbitration. Subject to paragraph (c) of this Section, any
              dispute, controversy or claim arising out of or related to this
              Agreement, or the interpretation, breach, termination or validity
              hereof shall be settled finally by arbitration conducted in Los
              Angeles, California in accordance with the Rules of the American
              Arbitration Association as then in force by



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              one arbitrator appointed in accordance with such rules. The
              arbitrator shall decide all matters in accordance with applicable
              law and this Agreement. All costs in connection with any
              proceedings hereunder, other than the attorneys'; fees and
              disbursements of each party, shall be borne equally by the
              parties, unless otherwise determined by the arbitrator. The
              arbitrator's award shall be final conclusive and binding on the
              parties, and shall be the exclusive remedy regarding any claims,
              counterclaims, issues or accounting presented or pled to the
              arbitrator. Judgment on the award may be entered in any applicable
              jurisdiction and fees incidental to the enforcement of any award
              shall be charged, to the maximum permitted extent, against the
              party resisting enforcement.

       (c)    Provisional Remedies. Paragraph (b) of this Section shall not
              limit the right of any party to seek to obtain in any court or
              other tribunal any interim relief or provisional remedy,
              including, without limitation, injunctive relief or attachment.
              Seeking or obtaining such interim relief or provisional remedy
              shall not constitute waiver of the right to arbitration hereunder.

7.     GENERAL PROVISIONS.

       (a)    Notices. Any notice required or permitted to be given under this
              Agreement shall be in writing and shall be deemed to have been
              given upon delivery if delivered personally, one full business day
              after proper telex or facsimile transmittal if transmitted by
              telex or facsimile, or five full business days after mailing if
              mailed by certified or registered airmail, return receipt
              requested, postage prepaid, addressed as follows:

              To eSAT:                    eSAT Inc.
                                          16520 Harbor Boulevard, Bldg G.
                                          Fountain Valley, CA 92708
                                          Attention: President

              To the Corporation:         Michael C. Palmer
                                          C/O  eSAT, Inc.
                                          16520 Harbor Boulevard, Bldg G
                                          Fountain Valley, CA 92708

       (b)    Severability. If any provision of this Agreement, or any portion
              of any such provision, is held to be unenforceable or invalid, the
              remaining provisions and portions shall nevertheless be carried
              into effect to the maximum extent permitted by applicable law.





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       (c)    Waivers. All rights of the parties are separate and cumulative,
              and no one of them, whether exercised or not, shall be deemed to
              be to the exclusion of any other rights and shall not limit or
              prejudice any other legal or equitable rights or remedies which
              the parties may have. The parties shall not be deemed to waive any
              of their rights or remedies under this Agreement, unless such
              waiver is in writing and signed by the party to be bound. No delay
              or omission on the part of either party in exercising any right
              shall operate as a waiver of such right or any other right or
              remedy. A waiver on any one occasion shall not be construed as a
              bar to or waiver of any right or remedy on any future occasion.

       (d)    Language of Contract; Headings. The headings contained in this
              Agreement are for convenience only and are a part of this
              Agreement, and do not in any way interpret, limit or amplify the
              scope, extent or intent of this Agreement, or any of the
              provisions of this Agreement.

       (e)    Assignment. It is expressly acknowledged and agreed that the
              personal services of CEO are of the essence of this Agreement.
              Accordingly, the Corporation shall have no right to assign, or
              delegate to any other person the responsibilities to be performed
              by CEO or to substitute any other person in CEO's place.

       (f)    Binding Effect. Subject to the provisions of Section 8(e) hereof,
              this Agreement shall be binding upon and shall inure to the
              benefit of the parties and their respective heirs, successors,
              assigns and legal and personal representatives.

       (g)    Counterparts. This Agreement may be executed in one or more
              counterparts, each of which shall be deemed an original and all of
              which taken together shall constitute one and the same instrument.

       (h)    Payroll and Withholding Taxes. The Corporation is an independent
              contractor and CEO is not an employee of eSAT. All payments to be
              made or benefits to be provided hereunder by eSAT shall not be
              subject to reduction for any applicable payroll-related or
              withholding taxes, and the Corporation agrees to hold eSAT
              harmless from any payroll-related or withholding tax liability.

       (i)    Restricted Shares. The Corporation understands that the shares of
              common stock of eSAT that it may receive upon its exercise of a
              stock option granted pursuant to Section 2 will not be registered
              under the Securities Act of 1933, as amended, or registered or
              qualified under any state securities laws and may not be sold,
              transferred, assigned,



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              pledged or otherwise disposed of unless there is an effective
              registration statement under such act covering such shares of
              common stock and such shares of common stock have been registered
              or qualified under applicable state securities laws, or eSAT
              receives an opinion of counsel, acceptable to eSAT, that such
              sale, transfer, assignment, pledge or disposition is exempt from
              the registration and prospectus delivery requirements of such act
              and such state laws. The Corporation acknowledges that the shares
              of common stock that it may receive upon its exercise of such
              stock option will be stamped with a legend substantially similar
              to the preceding sentence and that eSAT's transfer agent will be
              issued stop transfer orders with respect to the shares of common
              stock the Corporation receives.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth hereinabove.

ESAT INC.                                    VANTAGE CAPITAL GROUP

By:     /s/ Chet Noblett                     By:    /s/ Michael C. Palmer
   --------------------------------             --------------------------------
        Chet Noblett                                Michael C. Palmer
        Chairman                                    President


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