<PAGE>   1
                                                                    EXHIBIT 10.8

                                                                        ANNEX VI

                                                                              TO

                                                   SECURITIES PURCHASE AGREEMENT

                                 FORM OF WARRANT

THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH
TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND
EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

                                   ESAT, INC.

                          COMMON STOCK PURCHASE WARRANT

               1. Issuance; Certain Definitions. In consideration of good and
valuable consideration, the receipt of which is hereby acknowledged by ESAT,
INC., a Nevada corporation (the "Company"), WENTWORTH LLC, or registered assigns
(the "Holder") is hereby granted the right to purchase at any time until 5:00
P.M., New York City time, on December 29, 2004 (the "Expiration Date"), Two
Hundred Thirty-Eight Thousand Eight Hundred Seventy-Seven (238,877) fully paid
and nonassessable shares of the Company's Common Stock, no par value per share
(the "Common Stock"), at an initial exercise price per share (the "Exercise
Price") of $4.617 subject to further adjustment as set forth herein.

               2. Exercise of Warrants.

                      2.1 General. This Warrant is exercisable in whole or in
part at any time and from time to time at the Exercise Price per share of Common
Stock payable hereunder, payable in cash or by certified or official bank check,
or by "cashless exercise," by means of tendering this Warrant Certificate to the
Company to receive a number of shares of Common Stock equal in Market Value to
the difference between the Market Value of the shares of Common Stock issuable
upon exercise of this Warrant and the cash exercise price thereof. Upon
surrender of this Warrant Certificate with the annexed Notice of Exercise Form
duly executed (which Notice of Exercise Form may be submitted either by delivery
to the Company or by facsimile transmission as provided in Section 8 hereof),
together with payment of the Exercise Price for the shares of Common Stock
purchased, if applicable, the Holder shall be entitled to receive a certificate
or certificates for the shares of Common Stock so purchased. For the purposes of
this Section 2, "Market Value" shall be an amount equal to the average closing
ask


                                       1


<PAGE>   2
price of a share of Common Stock, as reported by Bloomberg, LP, for the five (5)
trading days preceding the Company's receipt of the Notice of Exercise Form duly
executed multiplied by the number of shares of Common Stock to be issued upon
surrender of this Warrant Certificate.

                      2.2 Limitation on Exercise. Notwithstanding the provisions
of this Warrant, the Securities Purchase Agreement (as defined below) or of the
other Transaction Agreements (as defined in the Securities Purchase Agreement),
in no event (except (i) with respect to an automatic conversion, if any, of the
Preferred Stock as provided in the Certificate of Designations or a conversion
pursuant to a Redemption Notice Conversion [as defined in the Certificate of
Designations], (ii) as specifically provided in the Certificate of Designations
as an exception to this provision, or (iii) if the Company is in default
hereunder or under any of the Transaction Agreements, and the Holder has
asserted such default in writing and the applicability of this provision to such
default) shall the Holder be entitled to exercise this Warrant or shall the
Company have the obligation, to issue shares upon such exercise of all or any
portion of this Warrant to the extent that, after such conversion, the sum of
(1) the number of shares of Common Stock beneficially owned by the Holder and
its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion of the
Preferred Stock or unexercised portion of the Warrants), and (2) the number of
shares of Common Stock issuable upon the conversion of the Preferred Stock or
exercise of the Warrants with respect to which the determination of this proviso
is being made, would result in beneficial ownership by the Holder and its
affiliates of more than 9.99% of the outstanding shares of Common Stock (after
taking into account the shares to be issued to the Holder upon such conversion
or exercise). For purposes of the proviso to the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), except as
otherwise provided in clause (1) of such sentence. The Holder, by its acceptance
of this Warrant, further agrees that if the Holder transfers or assigns any of
the Warrants to a party who or which would not be considered such an affiliate,
such assignment shall be made subject to the transferee's or assignee's specific
agreement to be bound by the provisions of this Section 2.2 as if such
transferee or assignee were the original Holder hereof.

               3. Reservation of Shares. The Company hereby agrees that at all
times during the term of this Warrant there shall be reserved for issuance upon
exercise of this Warrant such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

               4. Mutilation or Loss of Warrant. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) receipt of
reasonably satisfactory indemnification, and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant of like tenor and date and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void.


                                       2


<PAGE>   3
               5. Rights of the Holder. The Holder shall not, by virtue hereof,
be entitled to any rights of a stockholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in this
Warrant and are not enforceable against the Company except to the extent set
forth herein.

               6. Protection Against Dilution.

                      6.1 Adjustment Mechanism. If an adjustment of the Exercise
Price is required pursuant to this Section 6, the Holder shall be entitled to
purchase such number of additional shares of Common Stock as will cause (i) the
total number of shares of Common Stock Holder is entitled to purchase pursuant
to this Warrant, multiplied by (ii) the adjusted purchase price per share, to
equal (iii) [the dollar amount of] the total number of shares of Common Stock
Holder is entitled to purchase before adjustment multiplied by the total
purchase price before adjustment.

                      6.2 Capital Adjustments. In case of any stock split or
reverse stock split, stock dividend, reclassification of the Common Stock,
recapitalization, merger or consolidation, or like capital adjustment affecting
the Common Stock of the Company, the provisions of this Section 6 shall be
applied as if such capital adjustment event had occurred immediately prior to
the date of this Warrant and the original purchase price had been fairly
allocated to the stock resulting from such capital adjustment; and in other
respects the provisions of this Section shall be applied in a fair, equitable
and reasonable manner so as to give effect, as nearly as may be, to the purposes
hereof. A rights offering to stockholders shall be deemed a stock dividend to
the extent of the bargain purchase element of the rights.

                      6.3 Adjustment for Spin Off. If, for any reason, prior to
the exercise of this Warrant in full, the Company spins off or otherwise divests
itself of a part of its business or operations or disposes all or of a part of
its assets in a transaction (the "Spin Off") in which the Company does not
receive compensation for such business, operations or assets, but causes
securities of another entity (the "Spin Off Securities") to be issued to
security holders of the Company, then

                (a) the Company shall cause (i) to be reserved Spin Off
        Securities equal to the number thereof which would have been issued to
        the Holder had all of the Holder's unexercised Warrants outstanding on
        the record date (the "Record Date") for determining the amount and
        number of Spin Off Securities to be issued to security holders of the
        Company (the "Outstanding Warrants") been exercised as of the close of
        business on the trading day immediately before the Record Date (the
        "Reserved Spin Off Shares"), and (ii) to be issued to the Holder on the
        exercise of all or any of the Outstanding Warrants, such amount of the
        Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares
        multiplied by (y) a fraction, of which (I) the numerator is the amount
        of the Outstanding Warrants then being exercised, and (II) the
        denominator is the amount of the Outstanding Warrants; and


                                       3


<PAGE>   4
                      (b) the Exercise Price on the Outstanding Warrants shall
        be adjusted immediately after consummation of the Spin Off by
        multiplying the Exercise Price by a fraction (if, but only if, such
        fraction is less than 1.0), the numerator of which is the numerator of
        which is the Average Market Price of the Common Stock for the five (5)
        trading days immediately following the fifth trading day after the
        Record Date, and the denominator of which is the Average Market Price of
        the Common Stock on the five (5) trading days immediately following the
        fifth trading day after the Record Date, and the denominator of which is
        the Average Market Price of the Common Stock on the five (5) trading
        days immediately preceding the Record Date; and such adjusted Exercise
        Price shall be deemed to be the Exercise Price with respect to the
        Outstanding Warrants after the Record Date.

For the purposes of this Section 6.3, the "Average Market Price of the Common
Stock" shall mean, for the relevant period, (x) the average closing bid price of
a share of Common Stock, as reported by Bloomberg, LP or, if not so reported, as
reported on the over-the-counter market or (y) if the Common Stock is listed on
a stock exchange, the closing price on such exchange on the date indicated in
the relevant provision hereof, as reported in The Wall Street Journal.

               7. Transfer to Comply with the Securities Act; Registration
Rights.

               (a) This Warrant has not been registered under the Securities Act
of 1933, as amended, (the "Act") and has been issued to the Holder for
investment and not with a view to the distribution of either the Warrant or the
Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other
security issued or issuable upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement under the Act relating to such security or an opinion of counsel
satisfactory to the Company that registration is not required under the Act.
Each certificate for the Warrant, the Warrant Shares and any other security
issued or issuable upon exercise of this Warrant shall contain a legend on the
face thereof, in form and substance satisfactory to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.

               8. Notices. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage pre-paid. Any such notice shall be deemed
given when so delivered personally, telegraphed, telexed or sent by facsimile
transmission, or, if mailed, two days after the date of deposit in the United
States mails, as follows:

                      (i)    if to the Company, to:

                             ESAT, INC.
                             Bldg. G


                                       4


<PAGE>   5
                             16520 Harbor Boulevard
                             Fountain Valley, California 92708

                             ATTN:

                             Telephone No.: (714) 418-3200
                             Telecopier No.: (714)

                      (ii) if to the Holder, to:

                             Wentworth LLC
                             Corporate Centre
                             West Bay Road
                             Grand Cayman, Cayman Islands

                             with a copy to:

                             Krieger & Prager, Esqs.
                             39 Broadway - Suite 1440
                             New York, New York 10006
                             Telecopier No.  (212) 363-2999
                             Telephone No.: (212) 689-3322

Any party may be notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.

               9. Supplements and Amendments; Whole Agreement. This Warrant may
be amended or supplemented only by an instrument in writing signed by the
parties hereto. This Warrant of even date herewith contain the full
understanding of the parties hereto with respect to the subject matter hereof
and thereof and there are no representations, warranties, agreements or
understandings other than expressly contained herein and therein.

               10. Governing Law. This Warrant shall be deemed to be a contract
made under the laws of the State of New York for contracts to be wholly
performed in such state and without giving effect to the principles thereof
regarding the conflict of laws. Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
or the state courts of the State of New York sitting in the City of New York in
connection with any dispute arising under this Warrant and hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on
forum non conveniens, to the bringing of any such proceeding in such
jurisdictions. To the extent determined by such court, the Company shall
reimburse the Holder for any reasonable legal fees and disbursements incurred by
the Buyer in enforcement of or protection of any of its rights under any of the
Transaction Agreements.


                                       5


<PAGE>   6
               11. Counterparts. This Warrant may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

               12. Descriptive Headings. Descriptive headings of the several
Sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


        IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
the 29 th day of December, 1999.

                              ESAT, INC.

                              By: /s/_________________________________
                                     Name: Michael C. Palmer
                                     Its: Chief Executive Officer &
                                          Secretary

Attest:

/s/________________________
Name:  Thomas B. Miller
Title: Chief Financial Officer


                                       6


<PAGE>   7
                          NOTICE OF EXERCISE OF WARRANT

        The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant Certificate, dated as of December 29, 1999, to
purchase shares of the Common Stock, no par value per share, of ESAT, INC., and
tenders herewith payment in accordance with Section 1 of said Common Stock
Purchase Warrant.

        Please deliver the stock certificate to:

Dated:______________________

____________________________
[Name of Holder]

By:_________________________

[ ] CASH: $ _______________________

[ ] CASHLESS EXERCISE

AGGREGATE MARKET VALUE OF _____ SHARES                 $_______________

AGGREGATE CASH EXERCISE PRICE OF _______ SHARES        $_______________

        DIFFERENCE / MARKET VALUE                      $_______________

        NUMBER OF SHARES ISSUABLE


                                       7