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                                                                   EXHIBIT 10.10



                            STOCK PURCHASE AGREEMENT

                                  BY AND AMONG

                                   ESAT, INC.

                                       AND

                 VANTAGE CAPITAL, INC., A CALIFORNIA CORPORATION

                          DATED AS OF NOVEMBER 22, 1999

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                            STOCK PURCHASE AGREEMENT

     Stock Purchase Agreement, made and entered into as of November 22, 1999
(the "Agreement"), among eSat, Inc., a Nevada corporation (the "Company") and
Vantage Capital, Inc., a California corporation, and its designees ("Investor").

     WHEREAS, the Company desires to sell, and the Investor desires to purchase,
on the terms and conditions of this Agreement, 1,000,000 shares of the Series A
12% Convertible Preferred Stock of the Company, $0.01 par value (the "Preferred
Stock"), in the form attached hereto as Exhibit A;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Investor agrees
as follows:

     SECTION I. SALE AND PURCHASE OF THE COMPANY'S SECURITIES; CLOSING.

     1.1 SALE AND PURCHASE OF PREFERRED STOCK; ISSUANCE OF WARRANTS.

          (a) Subject to the terms and conditions hereof, the Company agrees to
sell to Investor and Investor agrees to purchase from the Company on the Closing
Date, 1,000,000 shares of Preferred Stock for an aggregate cash purchase price
(the "Purchase Price") of Two Million Dollars ($2,000,000), payable to the
Company in four equal monthly installments of $500,000 each, commencing on
November 15, 1999. Investor shall have the right to prepay all or any part of
the Purchase Price at any time.

     1.2 CLOSING. The closing of the transactions (the "Transactions")
contemplated by this Agreement (the "Closing"), shall take place at the offices
of the Company, at 10:00 a.m., Pacific Standard time, on the first business day
following satisfaction (or waiver) of all of the conditions set forth in
Sections IV and V hereof (the "Closing Date") or at such other place or day as
may be mutually acceptable to the Investor and the Company.

     1.3 DELIVERY; PAYMENT. At the Closing, the Company will deliver to Investor
a certificate, dated the Closing Date, representing the shares of Preferred
Stock purchased by such Investor, registered in its name (or in the name of its
nominee if it so specifies to the Company prior to the Closing Date).

     SECTION II. THE COMPANY'S REPRESENTATIONS AND WARRANTIES

     In order to induce Investor to enter into this Agreement and to purchase
the Preferred Stock, the Company hereby represents and warrants to Investor,
except as disclosed in the Company Disclosure Schedule delivered to the Investor
on the date

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hereof, as follows. The matters referred to in the Company Disclosure Letter
shall be deemed to qualify only the specific representations and warranties
which are referred to therein. References to items as being subject "to the best
knowledge of the Company" means the actual knowledge of any present director or
executive officer of the Company, or the knowledge such person should have, or a
reasonably prudent person could be expected to discover or become aware of, in
the course of conducting a reasonably comprehensive investigation into such
matters.

     2.1 ORGANIZATION AND QUALIFICATION; SUBSIDIARIES. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of Nevada and has the requisite power and authority and all necessary
governmental approvals to own, lease and operate its properties and to carry on
its business as it is now being conducted. The Company is duly qualified or
licensed as a foreign corporation to do business, and is in good standing, in
each jurisdiction where the character of the properties owned, leased or
operated by it or the nature of its business makes such qualification or
licensing necessary, including California As of the date of this Agreement the
Company has no other equity interest in any other entity.

     2.2 ARTICLES OF INCORPORATION AND BYLAWS. The Company has heretofore
furnished to Investor a complete and correct copy of the Articles of
Incorporation and bylaws of the Company as amended to date. The Articles of
Incorporation and bylaws of the Company are in full force and effect. As of the
date of this Agreement, the Company is not in violation of any of the provisions
of its Articles of Incorporation or bylaws.

     2.3 CAPITALIZATION. The authorized capital stock of the Company consists of
50,000,000 shares of common stock and 10,000,000 shares of preferred stock. As
of the date hereof and as of the Closing Date, (i) 39,910,607 shares of common
stock were issued and outstanding, all of which were validly issued, fully paid
and nonassessable (except 22,144,000 shares which were issued as collateral for
loans and never paid for, and which will be canceled within 90 days of the
Closing Date), and (ii) no shares of preferred stock were issued and outstanding
(not including the Preferred Stock issued pursuant hereto or 2,500,000 shares of
the Company's 12% Series B Convertible Preferred Stock). As of the date hereof
and as of the Closing Date, options and warrants to purchase not more than
10,000,000 shares of common stock have been granted and are outstanding. Except
as described above or contemplated hereby, there are, and as of the Closing Date
there will be, no options, warrants or other rights, agreements, arrangements or
commitments of any character relating to the issued or unissued capital stock of
the Company or obligating the Company to issue or sell any shares of capital
stock of, or other equity interests in, the Company. All shares of the Company's
capital stock subject to issuance, upon issuance on the terms and conditions
specified in the instruments pursuant to which they are issuable, will be duly
authorized, validly issued, fully paid and nonassessable. To the best knowledge
of the Company, except as provided in the Preferred Stock terms, there are no
shareholder agreements, voting trusts or other agreements relating

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to voting or disposition of any shares of the Company's capital stock or
granting to any person or group of persons the right to elect, or to designate
or nominate for election, a director to the Company's board of directors.

     2.4 AUTHORITY RELATIVE TO THE TRANSACTION AGREEMENTS. The Company has all
necessary corporate power and authority to execute and deliver this Agreement
and the certificates representing the Preferred Stock (collectively, the
"Transaction Documents"), to perform its obligations hereunder and thereunder
and to consummate the Transactions. The execution and delivery of the
Transaction Documents and the consummation by the Company of the Transactions
have been duly and validly authorized by all necessary corporate action and no
other corporate proceedings on the part of the Company are necessary to
authorize the Transaction Documents or to consummate the Transactions. The
Transaction Documents have been duly and validly executed and delivered by the
Company and, assuming the due authorization, execution and delivery by Investor,
constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to creditors' rights generally and to general principles of
equity.

     2.5 MATERIAL CONTRACTS; NO CONFLICT; REQUIRED FILINGS AND CONSENTS.

          (a) The Company has made available to the Investor on or prior to the
date hereof true, correct and complete copies of each agreement, contract or
other instrument (including all amendments thereto) to which the Company is a
party or by which the Company is bound which would require the Company to pay in
excess of $25,000 in the aggregate, or which provides that the Company will
receive more than $25,000 in the aggregate, or which would otherwise obligate
the Company to provide services or products with an aggregate value of in excess
of $25,000 (collectively, the "Material Contracts").

          (b) To the best knowledge of the Company, neither the Company nor any
party other than the Company, is in default in any material respect in the
performance, observance or fulfillment of any of the material obligations,
covenants or conditions contained in any Material Contract to which the Company
is a party. To the best knowledge of the Company, all of the Material Contracts
are in full force and effect, and are the valid, legal and binding obligations
of all of the parties thereto.

          (c) The execution and delivery of this Agreement by the Company does
not, and the performance of this Agreement by the Company will not (i) conflict
with or violate the Articles of Incorporation or bylaws of the Company, (ii) to
the best knowledge of the Company, conflict with or violate any foreign or
domestic (federal, state or local) law, statute, ordinance, rule, regulation,
permit, injunction, writ, judgment, decree or order ("Law") applicable to the
Company or by which any asset of

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the Company is bound or affected, or (iii) to the best knowledge of the Company,
conflict with, result in any breach of or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, or give to
others any right of termination, amendment, acceleration or cancellation of, or
require any payment under, or result in the creation of a lien, claim, security
interest or other charge or encumbrance on any asset of the Company pursuant to,
any Material Contract.

          (d) To the best knowledge of the Company, the execution and delivery
of this Agreement by the Company do not, and the performance of this Agreement
by the Company will not, require any consent, approval, authorization or permit
of, or filing with or notification to, any United States (federal, state or
local) or foreign government or governmental, regulatory or administrative
authority, agency, commission, board, bureau, court or instrumentality or
arbitrator of any kind ("Governmental Authority"), except (i) for applicable
requirements, if any, of the Securities Act of 1933, as amended (the "Securities
Act"), the Exchange Act and state securities laws, and (ii) where failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent consummation of the Transactions or
otherwise prevent the Company from performing its obligations under this
Agreement.

     2.6  FINANCIAL STATEMENTS.

          (a) The Company has heretofore delivered to Investor a true and
complete copy of its unaudited statement of operations, statement of cash flows
and balance sheet, as of June 30, 1999 (the "Financials"). The Financials fairly
present, in all material respects, the financial position and results of
operations of the Company as at the respective dates thereof and for the
respective periods indicated therein.

          (b) Except as and to the extent set forth on, or reserved against on,
the balance sheet of the Company as of June 30, 1999 contained in the
Financials, the Company has no liability or obligation of any nature (whether
accrued, absolute, contingent, fixed, liquidated, unliquidated or otherwise) as
of the date of execution and delivery of this Agreement that would be required
to be reflected on, or reserved against in, a balance sheet of the Company, or
in the notes thereto, prepared in accordance with generally accepted accounting
principles, except for liabilities or obligations incurred in the ordinary
course of business since June 30, 1999.

          (c) Except in each case as disclosed in the Financials, the Company is
not indebted to any director or executive officer of the Company (except for
amounts due as normal salaries and bonuses or in reimbursement of ordinary
expenses) and no such person is indebted to the Company.

     2.7  ABSENCE OF CERTAIN CHANGES OR EVENTS. Since June 30, 1999, except as
contemplated by this Agreement, the Company has conducted its business

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only in the ordinary course and in a manner consistent with past practice and,
since such date to the date hereof, there has not been (a) any material change
by the Company in its accounting methods, principles or practices, (b) any
revaluation by the Company of any material asset (including, without limitation,
any writing down of the value of inventory or writing off of notes or accounts
receivable), other than in the ordinary course of business consistent with past
practice, (c) entry by the Company into any commitment or transaction material
to the Company, except in the ordinary course of business and consistent with
past practice, (d) any agreement by the Company to take any of the actions
described in this Section 2.7 except as expressly contemplated by this
Agreement, other than for such events that would not, individually or in the
aggregate, have a Company Material Adverse Effect.

     2.8  INTELLECTUAL PROPERTY.

     (i) Intellectual Property Assets. The Company is the exclusive owner of all
Intellectual Property Assets, and has the full right to own, use and exploit
such assets. The term "Intellectual Property Assets" includes all of the
following which are owned, used or licensed by the Company:

          (1) all trademarks, service marks, trade and trading names, logos,
marketing symbols, fictional business names, and all protective properties
therefor, including trademark and service mark registrations and applications
therefor (collectively, "Marks");

          (2) all inventions, discoveries, innovations and protective properties
therefor, including, but not limited to, patents, utility models and
applications therefor (collectively, "Patents");

          (3) all works of authorship, artistry and creative works, and all
copyrights therefor, including copyright registrations and applications therefor
(collectively, "Copyrights");

          (4) all rights in mask works (collectively, "Rights in Mask Works");
and

          (5) all know-how, trade secrets, confidential information, customer
lists, software, technical and business information and data, process
specifications, plans, diagrams, drawings, and blue prints (collectively, "Trade
Secrets");

          (6) all rights of publicity and moral rights throughout the world; and

          (7) any licenses of any of the foregoing pursuant to which the Company
has any right to the use or benefit of, or other rights with respect to, any of
the foregoing (other than off-the-shelf or other commercially available
software).

     (ii) Agreements. The Company is not obligated to pay royalties or license

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fees to any person.

     (iii) Patents.

          (1) The Company is the exclusive owner of all right, title and
interest in and to each of its patents, if any, free and clear of all
encumbrances.

          (2) No pending or issued patent has been or is now involved in any
interference, reissue, reexamination or opposition proceeding. There is no
potentially interfering patent or patent application of any third party.

          (3) None of the Company's patents is infringed or has been challenged
or threatened in any way. None of the products or services manufactured or
provided or sold, nor any process or know-how used, by the Company infringes or
has been alleged to infringe any patent or other proprietary right of any other
person or entity.

     (iv) Trademarks.

          (1) The Company is the owner of all right, title and interest in and
to each of the it trademarks, serial marks or other registrations (the "Marks"),
free and clear of all encumbrances.

          (2) All Marks that have been registered with the United States Patent
and Trademark Office are currently in compliance with all Legal Requirements
(including the timely post-registration filing of affidavits of use and
incontestability and renewal applications) and are valid and enforceable.

          (3) No Mark has been or is now involved in any opposition,
invalidation, or cancellation and no such action is threatened with respect to
any of the Marks.

          (4) There is no potentially interfering trademark or trademark
application of any third party.

          (5) No Mark is infringed or has been challenged or threatened in any
way. None of the Marks used by the Company infringes or is alleged to infringe
any trade name, trademark, or service mark or designation of origin of any third
party.

     (v)  Copyrights.

          (1) The Company is the exclusive owner of all right, title, and
interest in and to each of its copyrights, free and clear of all encumbrances.

          (2) All registered copyrights are currently in compliance with Legal
Requirements, and are valid and enforceable.

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          (3) None of the Company's copyrights is infringed or has been
challenged or threatened in any way. None of the subject matter of any of the
copyrights infringes or is alleged to infringe any copyright of any third party
or is a derivative work based on the work of a third party.

          2.9 LITIGATION. As of the date of this Agreement, except as set forth
on Schedule 2.9, there is no suit, claim, action, proceeding or investigation
pending, or, to the Company's best knowledge, threatened against the Company.

          2.10 BROKERS. No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
Transactions based upon arrangements made by or on behalf of the Company, other
than Investor, which the Company agrees to pay $100,000 within 30 days following
the Closing Date.

          2.11 SHARES FULLY PAID, ETC. The shares of Preferred Stock to be sold
to Investor pursuant hereto, when issued and paid for pursuant to the terms of
this Agreement, will be duly authorized, validly issued and outstanding, fully
paid and nonassessable and shall be free and clear of all pledges, liens,
encumbrances and restrictions. The common stock issuable upon conversion of the
Preferred Stock has been reserved for issuance and when issued upon exercise in
accordance with the terms of the Preferred Stock, will be duly authorized,
validly issued and outstanding, fully paid, nonassessable and free and clear of
all pledges, liens, encumbrances and restrictions.

          2.12 SHARES OF COMMON STOCK. The outstanding shares of common stock of
the Company are have been issued in full compliance with the Securities Act, the
California corporations code and any other applicable blue sky laws.

          2.13 NO PREEMPTIVE RIGHTS. The issuance, sale and delivery of the
Preferred Stock and the common stock into which the Preferred Stock is
convertible are not subject to any preemptive right of shareholders of the
Company arising under law or the Articles of Incorporation or Bylaws or to any
contractual right of first refusal or other contractual right in favor of any
person.

          2.14 EMPLOYEE BENEFIT PLAN. Each employee benefit plan which covers
employees of the Company has been maintained in compliance in all material
respects with all applicable laws.

          2.15 INSURANCE. The Company is insured with reputable insurers against
such risks and in such amounts as are prudent in accordance with industry
practices. All of the insurance policies, binders or bonds maintained by the
Company (the "Policies") have been maintained in accordance with their
respective terms and will remain in full force and effect after the Closing. The
Company has not received any notice of default with respect to any provision of
any such Policies.

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     SECTION III. REPRESENTATIONS OF THE INVESTOR.

     INVESTOR REPRESENTS THAT:

          3.1 INVESTMENT INTENT.

               (a) The shares of Preferred Stock being acquired by Investor are
being Acquired for investment for Investor's own account and not with the view
to, or for resale in connection with, any distribution or public offering
thereof. Such Investor understands that the shares of Preferred Stock have not
been registered under the Securities Act or any state securities laws by reason
of their contemplated issuance in transactions exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof and
applicable state securities laws, and that the reliance of the Company and
others upon these exemptions is predicated in part upon this representation by
Investor. Such Investor further understands that the shares of Preferred Stock
may not be transferred or resold without (i) registration under the Securities
Act and any applicable state securities laws, or (ii) an exemption from the
requirements of the Securities Act and applicable state securities laws.

               (b) Each certificate representing shares of Preferred Stock shall
be endorsed with the following legend:

               THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH
               THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
               OF 1933, AS AMENDED, OR WITH THE SECURITIES COMMISSION OF ANY
               STATE UNDER ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND
               MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
               EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION EXEMPT FROM
               THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS.

          3.2 LOCATION OF PRINCIPAL OFFICE, QUALIFICATION, ETC. The state in
which Investor's principal office (or domicile, if such Investor is an
individual) is located is California. Investor acknowledges that the Company has
made available to Investor at a reasonable time prior to the execution of this
Agreement the opportunity to ask questions and receive answers concerning the
terms and conditions of the sale of securities contemplated by this Agreement
and to obtain any additional information (which the Company possesses or can
acquire without unreasonable effort or expense) as may be necessary to verify
the accuracy of information furnished to Investor. Investor (a) is able to bear
the loss of its entire investment in the shares of Preferred Stock without any
material adverse effect on its business, operations or prospects, and (b) has
such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the investment to be made by it
pursuant to this Agreement.

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          3.3 ACTS AND PROCEEDINGS. This Agreement has been duly authorized by
all necessary action on the part of Investor, has been duty executed and
delivered by Investor, and is a valid and binding agreement of Investor.

          3.4 ACCREDITED INVESTOR. The Investor is an "accredited investor"
within the meaning of Rule 501 promulgated under the Securities Act.

          3.5 ORGANIZATION AND QUALIFICATION. Investor is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation and has the requisite power and authority and all necessary
governmental approvals to own, lease and operate its properties and to carry on
its business as it is now being conducted, except where the failure to be so
incorporated, existing or in good standing or to have such power, authority and
governmental approvals would not, individually or in the aggregate, have a
material adverse effect on Investor's business, operations, properties, assets,
financial condition or results of operations.

          3.6 NO CONFLICT

               (a) The execution and delivery of this Agreement by Investor does
not, and the performance of this Agreement by Investor will not conflict with or
violate the organizing documents of the Investor.

     SECTION IV. CONDITIONS OF INVESTOR'S OBLIGATION

     The obligation to purchase and pay for the shares of Preferred Stock which
Investor has agreed to purchase on the Closing Date is subject to the
fulfillment prior to or on the Closing Date, of the conditions set forth in this
Section 4.

          4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company under this Agreement which are qualified as to materiality shall
have been true and correct (as so qualified) when made and shall be true and
correct (as so qualified) at and as of the Closing Date, as if made on and as of
such date. The representations and warranties of the Company under this
Agreement which are not qualified as to materiality shall have been true and
correct in all material respects when made and shall be true and correct in all
material respects at and as of the Closing Date, as if made on and as of such
date.

          4.2 COMPLIANCE WITH AGREEMENT. The Company shall have performed and
complied with all agreements or covenants required by this Agreement to be
performed and complied with by it prior to or as of the Closing Date.

          4.3 INJUNCTIONS, RESTRAINING ORDER OR ADVERSE LITIGATION. No order,
judgment or decree of any court, arbitral tribunal, administrative agency or
other governmental or regulatory authority or agency shall purport to enjoin or
restrain the

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Investor from acquiring the shares of Preferred Stock.

     SECTION V. CONDITIONS TO COMPANY'S OBLIGATIONS

     The obligation to sell the shares of Preferred Stock which the Company has
agreed to sell on the Closing Date is subject to the fulfillment prior to or on
the Closing Date of the conditions set forth in this Section 5.

          5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Investor under this Agreement shall be true and correct in all material
respects as of the Closing Date with the same effect as though made on and as of
the Closing Date.

          5.2 COMPLIANCE WITH AGREEMENT. The Investor shall have performed and
complied with all agreements or covenants required by this Agreement to be
performed and complied with by it prior to or as of the Closing Date.

          5.3 INJUNCTIONS, RESTRAINING ORDER OR ADVERSE LITIGATION. No order,
judgment or decree of any court, arbitral tribunal, administrative agency or
other governmental or regulatory authority or agency shall purport to enjoin or
restrain the Investor from acquiring the shares of Preferred Stock on the
Closing Date.


     SECTION VI. CERTAIN COVENANTS OF THE INVESTOR AND THE COMPANY.

          6.1 APPROVALS, ETC. Subject to the terms and conditions provided
herein, each of the parties hereto agrees to (i) use all reasonable efforts to
take all action and to do all other things necessary, proper or advisable to
consummate and make effective as promptly as practicable the transactions
contemplated by this Agreement; and (ii) use all reasonable efforts to obtain
all necessary or appropriate waivers contemplated by this Agreement.

          6.2 ACCESS. The Company hereby agrees that, from the date hereof until
the earlier to occur of the termination of this Agreement and the Closing Date,
the Company will grant the Investor and its representatives such access during
normal business hours as may be reasonably requested to the personnel, advisors,
properties, books, accounts, records, contracts and documentation of, or
relating to, the business and operations of the Company.

     VII. INDEMNIFICATION; REMEDIES

7.1 SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All
representations, warranties, covenants, and obligations in this Agreement, the
Company Disclosure Letter, any supplements to the Company Disclosure Letter and

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any certificate or document delivered pursuant to this Agreement will survive
the Closing for two years. The right to indemnification, payment of Damages or
other remedy based on such representations, warranties, covenants, and
obligations will not be affected by any investigation conducted with respect to,
or any knowledge acquired (or capable of being acquired) at any time, whether
before or after the execution and delivery of this Agreement or the Closing
Date, with respect to the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant, or obligation. The waiver of any condition
based on the accuracy of any representation or warranty, or on the performance
of or compliance with any covenant or obligation, will not affect the right to
indemnification, payment of Damages, or other remedy based on such
representations, warranties, covenants, and obligations.

7.2 INDEMNIFICATION AND PAYMENT OF DAMAGES. Each Party (an "Indemnifying Party")
will indemnify and hold harmless the other parties and their respective
representatives, stockholders, controlling persons, and affiliates
(collectively, the "Indemnified Persons") for, and will pay to the Indemnified
Persons the amount of, any loss, liability, claim, damage (including incidental
and consequential damages), expense (including costs of investigation and
defense and reasonable attorneys' fees) or diminution of value, whether or not
involving a third-party claim (collectively, "Damages"), arising, directly or
indirectly, from or in connection with:

     (a)  any breach of any representation or warranty made by the Indemnifying
          Party in this Agreement, or any schedule, certificate or document
          delivered by the Indemnifying Party pursuant to this Agreement;

     (b)  any breach of any representation or warranty made by the Indemnifying
          Party in this Agreement as if such representation or warranty were
          made on and as of the Closing Date;

     (c)  any breach by the Indemnifying Party of any of its covenants or
          obligations in this Agreement;

     (d)  any claim by any Person for brokerage or finder's fees or commissions
          or similar payments based upon any agreement or understanding alleged
          to have been made by any such Person with the Company (or any person
          acting on its behalf) in connection with any of the Transactions.

The remedies provided in this Section 7.2 will not be exclusive of or limit any
other remedies that may be available to Investor or the other Indemnified
Persons.

7.3 PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS

     (a)  Promptly after receipt by an indemnified party under this Section 7 of
          notice of the commencement of any action, arbitration, audit, hearing,
          investigation, litigation, or suit (whether civil, criminal,
          administrative,

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          investigative, or informal) commenced or brought against it (a
          "Proceeding"), such indemnified party will, if a claim is to be made
          against an Indemnifying Party under such Section, give notice to the
          Indemnifying Party of the commencement of such claim, but the failure
          to notify the Indemnifying Party will not relieve the Indemnifying
          Party of any liability that it may have to any indemnified party,
          except to the extent that the Indemnifying Party demonstrates that the
          defense of such action is prejudiced by the Indemnifying Party's
          failure to give such notice.

     (b)  If any Proceeding referred to in Section 7.3(a) is brought against an
          indemnified party and it gives notice to the Indemnifying Party of the
          commencement of such Proceeding, the Indemnifying Party will be
          entitled to participate in such Proceeding and, to the extent that it
          wishes (unless (i) the Indemnifying Party is also a party to such
          Proceeding and the indemnified party determines in good faith that
          joint representation would be inappropriate, or (ii) the Indemnifying
          Party fails to provide reasonable assurance to the indemnified party
          of its financial capacity to defend such Proceeding and provide
          indemnification with respect to such Proceeding), to assume the
          defense of such Proceeding with counsel satisfactory to the
          indemnified party and, after notice from the Indemnifying Party to the
          indemnified party of its election to assume the defense of such
          Proceeding, the Indemnifying Party will not, as long as it diligently
          conducts such defense, be liable to the indemnified party under this
          Section 7 for any fees of other counsel or any other expenses with
          respect to the defense of such Proceeding, in each case subsequently
          incurred by the indemnified party in connection with the defense of
          such Proceeding, other than reasonable costs of investigation. If the
          Indemnifying Party assumes the defense of a Proceeding, (i) it will be
          conclusively established for purposes of this Agreement that the
          claims made in that Proceeding are within the scope of and subject to
          indemnification; (ii) no compromise or settlement of such claims may
          be effected by the Indemnifying Party without the indemnified party's
          consent unless (1) there is no finding or admission of any violation
          of law, statute, rule, regulation, order or decree or any violation of
          the rights of any person or entity and no effect on any other claims
          that may be made against the indemnified party, and (2) the sole
          relief provided is monetary damages that are paid in full by the
          Indemnifying Party; and (iii) the indemnified party will have no
          liability with respect to any compromise or settlement of such claims
          effected without its consent. If notice is given to an Indemnifying
          Party of the commencement of any Proceeding and the Indemnifying Party
          does not, within ten days after the indemnified party's notice is
          given, give notice to the indemnified party of its election to assume
          the defense of such Proceeding, the Indemnifying Party will be bound
          by any determination made in such Proceeding or any compromise or
          settlement effected by the indemnified party.

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     (c)  Notwithstanding the foregoing, if an indemnified party determines in
          good faith that there is a reasonable probability that a Proceeding
          may adversely affect it or its affiliates, the indemnified party may,
          by notice to the Indemnifying Party, assume the exclusive right to
          defend, compromise, or settle such Proceeding, but the Indemnifying
          Party will not be bound by any determination of a Proceeding so
          defended or any compromise or settlement effected without its consent
          (which may not be unreasonably withheld).

     (d)  the Company hereby consents to the non-exclusive jurisdiction of any
          court in which a Proceeding is brought against any Indemnified Person
          for purposes of any claim that an Indemnified Person may have under
          this Agreement with respect to such Proceeding or the matters alleged
          therein, and agree that process may be served on the Company with
          respect to such a claim anywhere in the world.

7.4 PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for
any matter not involving a third-party claim may be asserted by notice to the
party from whom indemnification is sought.

     SECTION VIII. MISCELLANEOUS.

          8.1 NO WAIVERS; CUMULATIVE REMEDIES. No failure or delay on the part
of the Investor in exercising any right, power or remedy hereunder or under any
Transaction Document shall operate as waiver thereof; nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy
hereunder or thereunder. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

          8.2 CHANGES, WAIVERS, ETC. Neither this Agreement nor any provision
hereof may be changed, waived, discharged or terminated orally, but only by a
statement in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.

          8.3 EXPENSES. Each party shall pay its own expenses in connection with
the Transactions contemplated hereby and by the Transaction Documents.

          8.4 NOTICES. All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be delivered, or
mailed first-class postage prepaid, registered or certified mail.

               (a) if to Investor, addressed to such Investor at its address as

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<PAGE>   15

shown on the books of the Company, or at such other address as such holder may
specify by written notice to the Company; or

               (b)  if to the Company, at
                    eSat, Inc.
                    16250 Harbor Blvd., Bldg G
                    Fountain Valley, California 92708
                    Telecopier: (714) 895-2977
                    Attention: Secretary

, or; or at such other address as the Company may specify by written notice to
the Investor.

          8.5  ASSIGNMENT.

               (a) This Agreement and all of the provisions hereof will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

               (b) Investor may assign its rights under this Agreement to any of
its affiliates.

          8.6 SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

          8.7 ENTIRE AGREEMENT. This Agreement and exhibits and schedules hereto
and the other Transaction Documents contain the entire agreement between the
parties and supersede any prior understandings, agreements or representations by
or between the parties, written or oral, which may have related to the subject
matter hereof in any way.

          8.8 GOVERNING LAW. The internal law, without regard to conflicts of
laws principles, of the State of California shall govern all questions
concerning the construction, validity and interpretation of this Agreement and
the performance of the obligations imposed by this Agreement.

          8.9 COUNTERPARTS. This Agreement may be executed concurrently in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

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<PAGE>   16

          IN WITNESS WHEREOF, the Company and the Investor have caused this
Agreement to be executed by its duly authorized representative.


THE COMPANY:                            INVESTOR:

eSat, Inc.                              Vantage Capital, Inc.


By:                                     By:
   ----------------------------------      ----------------------------------
   Chester Noblett                         Michael Palmer
                                           President

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