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                                                                   EXHIBIT 10.33

                              EMPLOYMENT AGREEMENT

        This Employment Agreement ("Agreement") is entered into this 13th day of
April, 2000 by and between eSat, Inc., a Nevada corporation ("eSat"), and David
Pennells ("Executive"), to be effective as of May 1, 2000 (the "Effective
Date"), and is based in part on the existence of the following facts:

                                    RECITALS

        A.     eSat has been formed to, among other things, provide technology
               to internet businesses, and, in that regard, eSat has acquired
               all of the outstanding common stock of InterWireless, Inc.
               ("InterWireless") and PacificNet Technologies, Inc.
               ("PacificNet"); and

        B.     The Executive has certain expertise in technology and management
               issues concerning entities such as InterWireless and PacificNet;

        C.     eSat desires to employ Executive in the capacity of Senior Vice
               President and Executive desires to accept employment with eSat
               pursuant to the provisions of this Agreement.

                               TERMS OF EMPLOYMENT

        In consideration of the mutual promises, covenants, terms and conditions
set forth below, eSat and the Executive agree as follows:

        1.     Employment. eSat hereby employs Executive as a Senior Vice
President of eSat for and during the term hereof subject to the reasonable
discretion of eSat's Board of Directors and Executive hereby accepts such
employment.

        2.      Duties of Executive. The Executive shall have the duties,
responsibilities and authorities set forth in the position description, attached
hereto as Exhibit "A," and as may be reasonably assigned to the Executive from
time to time by the Chief Executive Officer or the Board of Directors. The
Executive agrees to devote the Executive's full time, best efforts, abilities,
knowledge and experience to the faithful performance of the duties,
responsibilities and authorities which reasonably may be assigned to the
Executive and which are consistent with the Executive's position. In addition,
Executive may perform his duties hereunder from his place of residence or other
location, as determined by Executive, by telephone, internet, facsimile or other
similar method.

        3.     Term. This Agreement shall be effective as of the Effective Date
and shall continue in force and effect for a period of thirty-six (36) months
thereafter (the "Term") unless terminated as provided in Section 6 hereof. At
the end of the Term, this Agreement will automatically renew for successive one
year terms (each a "Renewal Term"), unless either party provides written notice
no less than one hundred twenty (120) days prior to the end of any subsequent
Renewal Term of such party's intention not to renew the Agreement.

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        4.     Compensation.  eSat shall pay the Executive, as full compensation
for services rendered by the Executive under this Agreement, as follows:

        (a)    Base Salary. eSat initially shall pay the Executive a base salary
               (the "Base Salary") at the rate of $150,000 per year. Such Base
               Salary for each year shall be paid by eSat to the Executive in
               equal biweekly installments in accordance with the regular
               payroll policies of eSat. The Executive's salary shall be
               reviewed for increase by the Board of Directors no less than
               annually thereafter.

        (b)    Bonus Compensation. Each year during the Term (and any subsequent
               Renewal Term), Executive shall be eligible to earn an annual
               bonus ("Bonus Compensation") based upon the performance of
               InterWireless, PacificNet and the Executive and determined by
               eSat's Board of Directors. Such Bonus Compensation, if any, shall
               be determined by eSat and paid to the Executive within thirty
               (30) days after completion of eSat's annual audited financial
               statements.

        5.     Employment Benefits.  In addition to the Compensation payable to
the Executive hereunder, the Executive shall be entitled to the following
benefits commencing on the Effective Date:

        (a)    Employment Benefits. As an employee of eSat, the Executive shall
               participate in and receive such fringe benefits as may be in
               effect from time to time for regular, full-time employees in
               similar positions with eSat, including, but not limited to, an
               expense account to be used solely for business purposes and
               health insurance coverage of the Executive upon satisfaction by
               the Executive of the eligibility requirements therefor.

        (b)    Vacation Time. The Executive shall be entitled to twenty (20)
               paid vacation business days per year. Such vacation may not be
               cumulated from year to year.

        (c)    Sick Time. Executive will receive five (5) paid sick days per
               year, which will be available to Executive for actual days off
               for illness. Unused sick days will not accrue from year to year.

        (d)    Professional Meetings. The Executive also shall be entitled to
               five (5) paid days per year in which to attend conferences or
               seminars. The costs of the Executive's attendance at such
               conferences or seminars shall be borne by eSat. This provision
               shall not be construed to limit Executive's ability to travel for
               business purposes or eSat's reimbursement for expenses incurred
               in such business travel.

        (e)    Stock Options. Executive will be eligible to receive options to
               purchase shares of eSat stock as awarded to Executive by the
               Board of Directors under eSat's Stock Option Plan. Executive,
               together with Richard Elliot, shall be entitled to receive an
               aggregate of no less than 1,000,000 options to purchase eSat
               Common Stock. Such options shall comprise a pool of options to be
               allocated to employees of InterWireless and PacificNet as set
               forth in that certain Consent To Action By

                                       2.
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               Board Of Directors of eSat, Inc. In Lieu Of Special Meeting,
               dated April 13, 2000.

        (f) Automobile Allowance. eSat will provide Executive with $1,400 per
month, as an automobile expense allowance, which amount shall include an
allowance for automobile insurance. The parties hereby understand and agree that
gasoline expenses, to the extent used for business purposes shall be subject to
separate expense reimbursement, upon the submission of receipts evidencing such
gasoline purchases.

        6.     Termination.  This Agreement and the Executive's employment
hereunder may be terminated without any breach of this Agreement at any time
only by reason of and in accordance with the following provisions:

        (a)    Death.  The Executive's death.

        (b)    Total Disability. The Executive shall be prevented from
               performing the Executive's duties hereunder by reason of becoming
               totally disabled as hereinafter defined. For purposes of this
               Agreement, the Executive shall be deemed to have become totally
               disabled when (i) the Executive either receives "total disability
               benefits" under (a) Social Security, or (b) eSat's disability
               plan, if any (whether funded with insurance or self-funded by
               eSat), or (ii) the Board of Directors of eSat, upon the written
               report of a qualified physician designated by the Board of
               Directors of eSat or its insurers, shall have determined that the
               Executive has become physically and/or mentally incapable of
               performing the Executive's duties under this Agreement on a
               permanent basis. The foregoing notwithstanding, if Executive
               suffers an illness or injury which prevents executive from
               attending to Executive's duties hereunder for a period of six (6)
               consecutive months during any twelve (12) month period during the
               Term, or any subsequent Renewal Term, Executive will be
               considered "totally disabled".

        (c)    Termination by eSat for Cause. eSat may discharge the Executive
               for cause and terminate this Agreement immediately upon written
               notice to the Executive. For purposes of this Agreement, a
               "discharge for cause" shall mean termination of the Executive for
               one or more of the following reasons:

               (1)    Persistent mismanagement or neglect of the Executive's
                      duties as determined by eSat's Board of Directors after
                      notice to the Executive of the particular details thereof
                      and a period of thirty (30) days thereafter within which
                      to cure each such act or acts of mismanagement or neglect,
                      and the failure of the Executive to cure such act or acts
                      within such thirty (30) day periods;

               (2)    Conviction of the Executive by a court of competent
                      jurisdiction of a felony or a crime involving moral
                      turpitude; or


                                       3.
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               (3)    The Executive's failure to comply with any material
                      provision of this Agreement that has not been cured within
                      ten (10) days after notice of such noncompliance has been
                      given by eSat to the Executive.

        (d)    Termination by eSat with Notice. eSat may terminate this
               Agreement, for a reason other than as set forth herein or without
               reason at any time upon ninety (90) days written notice to the
               Executive.

        (e)    Termination by the Executive for Cause. The Executive may
               terminate this Agreement at any time for Cause. For purposes of
               this Agreement, the term "Cause" shall mean, without the
               Executive's express written consent, the occurrence of any of the
               following circumstances:

               (1)    The assignment to the Executive of duties that are
                      materially inconsistent with the Executive's position with
                      eSat immediately prior to such change or a material
                      adverse alteration or diminution in the nature or status
                      of the Executive's authority, duties or responsibilities
                      from those in effect immediately prior thereto;

               (2)    eSat's requiring the Executive on a permanent basis to be
                      based anywhere outside of the greater Los Angeles area
                      except for travel reasonably required of the Executive in
                      the performance of the Executive's duties on behalf of
                      eSat to an extent substantially consistent with the
                      Executive's present business travel obligations;

               (3)    Any failure by eSat to comply with any material provision
                      of this Agreement (including the failure by eSat to
                      materially comply with any of the provisions of Sections 4
                      or 5) that has not been cured within thirty (30) days
                      after notice of such noncompliance has been given by the
                      Executive to eSat.

        7. Change of Control. In the event eSat merges into, combines or
consolidates with, is acquired by, sells its assets to, or engages in any other
transaction or series of related transactions with one or more third parties
(the "Acquirer") through which, directly or indirectly, the Acquirer and its
Affiliates (as defined in the Rules promulgated under the Securities Act of
1933, as amended) obtain beneficial ownership of more than 50% of eSat's
outstanding voting equity securities (including pre-transaction shares or
interests owned by the Acquirer and its Affiliates), a Change in Control shall
have occurred. In the event this Agreement is terminated without cause following
a Change in Control, Executive will receive the compensation set forth in
Section 8(b).

        8.     Compensation on Termination.

        (a)    In the event this Agreement is terminated pursuant to Section 6,
               sub-sections (a), (b) or (c), the Executive shall be entitled
               only to that compensation which is accrued through the effective
               date of termination. Such compensation includes Base Salary,
               accrued vacation and accrued earned bonus, if any.


                                       4.
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        (b)    In the event this Agreement is terminated pursuant to Section 6,
               sub-sections (d) or (e) or Section 7 (in the event the
               Executive's employment is not continued by the successor entity)
               the Executive shall be entitled to the greater of all
               Compensation and benefits for the then remaining Term of the
               Agreement or Executive's then-current compensation and benefits
               for twelve (12) months following the effective date of
               termination. Such compensation and benefits shall be paid in
               monthly installments over the remainder of the Term.

        9.     Confidentiality, Intellectual Property And Non-Competition.

        (a)    As used herein "Confidential Information" shall mean all
               information concerning eSat and its subsidiaries, and their
               business of providing various forms of technology to internet and
               communications companies (collectively the "eSat Business") which
               information is not generally available to the public and is
               valuable to the eSat Business, as the eSat Business may evolve in
               the future, including, but not limited to, customer lists,
               customer information, business relationships, trade secrets,
               technical know-how, processes, methods, techniques, procedures,
               expertise, software programs, data bases, documentation,
               financial data, personnel information, marketing strategies and
               programs, and pricing information, and all other data and
               information treated by eSat and its subsidiaries, as Confidential
               Information. Confidential Information shall not include any
               information or data which (1) is available to the public, (2)
               becomes public information or widely known through no fault of
               Executive.

        (b)    Executive acknowledges that during the course of Executive's
               employment with eSat and its subsidiaries, Executive will have
               learned or developed in trust and confidence Confidential
               Information owned by eSat and its subsidiaries. At all times
               during Executive's employment with eSat and its subsidiaries and
               after the termination thereof, Executive shall maintain the
               Confidential Information in strict confidence and shall not
               divulge the Confidential Information to any person, corporation
               or other entity, or use in any manner, or knowingly allow another
               to have access to the Confidential Information.

        (c)    Executive agrees that, except as required in the performance of
               Executive's duties, Executive will not, at any time during
               Executive's employment or any time after the termination of
               Executive's employment, use, publish, or otherwise disclose in
               any way to any person, firm or corporation any Confidential
               Information of eSat or its subsidiaries, or of any other party to
               which eSat or its subsidiaries, owes an obligation of confidence,
               and which has not become a part of the public domain through no
               fault of Executive.

        (d)    All notes, reports, studies, data, computer printouts, financial
               information, business plans, analysis, or other documents created
               by or given to Executive during employment concerning or related
               to the eSat Business in all media forms, and whether or not
               containing or relating to Confidential Information, are the
               property of eSat and will be promptly delivered to eSat upon the
               termination of Executive's employment.


                                       5.
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        (e)    Executive agrees that, at all times during Executive's employment
               with eSat and for a period of two (2) years thereafter, Executive
               shall not hire any employee of eSat or its subsidiaries or to
               induce any employee of eSat or its subsidiaries to terminate his
               or her employment with eSat or its subsidiaries.

        (f)    Executive recognizes and affirms that in the event of breach by
               Executive of any of the provisions of this Section 9, money
               damages would be inadequate and eSat would have no adequate
               remedy at law. Accordingly, Executive agrees that eSat shall have
               the right, in addition to any other rights and remedies existing
               in its favor, to enforce its rights and Executive's obligations
               under this Section 9 not only by an action or actions for
               damages, but also by an action or actions for specific
               performance, injunction and/or other equitable relief to enforce
               or prevent any violations, whether anticipatory, continuing or
               future, of the provisions of this Section 9.

        (g)    If any of the provisions of this Section 9 are determined by
               arbitration or adjudicated to be excessively broad as to: (1)
               geographic area, (2) the nature of the business activity
               involved, (3) duration in time, or (4) any other attribute, the
               parties authorize the court construing the same to modify the
               excessively broad provisions to such limited extent as is
               reasonable, given the original express of intent of the parties,
               and to enforce the restriction as modified or to eliminate the
               restriction if it cannot be reasonably modified. Any provisions
               of this Agreement not so modified or eliminated shall remain in
               full force and effect.

        (h)    Executive agrees that, except as otherwise required by law and
               excluding proceedings under Section 10 hereof in which eSat and
               the Executive are adverse to one another, Executive will not at
               any time without the prior consent of eSat discuss or otherwise
               divulge to any person or entity other than Executive's legal
               counsel any opinion, information, evidence or testimony which
               Executive is to offer in any litigation, arbitration, or other
               adversarial proceeding in which eSat, its interests or the
               interests of its subsidiaries or shareholders are directly or
               indirectly involved. If Executive is contacted by or approached
               by any person or entity to discuss or disclose any such matters,
               Executive will immediately report the occurrence to eSat. If
               Executive is served with legal process of any kind which requires
               Executive to disclose any such matters, Executive will
               immediately report such service to eSat, provide eSat with copies
               of the process, and decline to respond to the process until: (1)
               the last date permitted for response to the process, or (2)
               eSat's counsel shall have determined how to proceed in eSat's
               best interest, whichever event shall first occur. The covenants
               given by Executive under this Section 9 will survive the
               termination of Executive's employment.

        10.    Arbitration of Disputes.

        (a)    Arbitration. All Arbitration Claims (defined below) between the
               parties shall be resolved by submission to final and binding
               arbitration under the rules of the American Arbitration
               Association ("AAA"). The parties may agree on a retired


                                       6.
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               judge from the AAA panel. If they are unable to agree, AAA will
               provide a list of three available judges and each party shall
               strike one. The remaining judge shall serve as the arbitrator for
               purposes of resolving such dispute. The parties agree that
               arbitration must be initiated within 60 days after a party
               delivers a notice of intention to arbitrate pursuant this Section
               10.

        (b)    Initiation of Arbitration; Submission Agreement. Any party to
               this Agreement may initiate arbitration of a dispute subject to
               this Paragraph, by sending written notice of an intention to
               arbitrate by registered or certified mail to all other parties
               and to AAA. The notice shall contain a description of the
               Arbitration Claim(s) asserted by the party, the amount involved
               and the remedy sought. In the event a demand for arbitration is
               made by any party to this Agreement, the parties agree to execute
               a Submission Agreement provided by AAA, in a form customarily
               used by AAA, setting forth (i) the rights of the parties if the
               matter is arbitrated and (ii) the rules and procedures to be
               followed at the arbitration hearing. Notwithstanding anything to
               the contrary contained in this Agreement, each party shall bear
               its own legal, consulting and expert witness fees in connection
               with any arbitration proceeding under this Section 10.

        (c)    One-Year To Initiate Arbitration Claim. The parties agree that
               arbitration must be initiated within one year after the
               occurrence of the events on which any Arbitration Claim is based,
               and a party's failure to initiate arbitration within such
               one-year period constitutes an absolute bar to the institution of
               any new proceedings.

        (d)    "Arbitration Claim" Defined. For purposes of this Agreement,
               "Arbitration Claims" shall mean any contract, tort, statutory or
               other claim, demand, cause of action or dispute asserted by any
               party to this Agreement against any other party to this
               Agreement, arising out of or related to (i) this Agreement or any
               modification, amendment or supplement thereof, or (ii) the
               employment relationship between the parties.

        (e)    Intent of the Parties - Adequate Consideration. By this
               provision, it is the intent of the parties to establish
               procedures to accomplish the informal and inexpensive resolution
               of any Arbitration Claim between the parties without resort to
               litigation. The parties agree that their mutual, binding promises
               to arbitrate any Arbitration Claim between them represent
               valuable and adequate consideration for the enforceability of
               this provision.

        (f)    Attorneys Fees. The prevailing party in any such arbitration
               shall be entitled to recover all costs incurred and reasonable
               attorneys fees from the other party in addition to any other
               relief granted or awarded.


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        NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
PROVISION DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU
MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY
INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO
DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED OR PROVIDED
FOR IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE
UNDER CALIFORNIA LAW. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

        WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN THIS "ARBITRATION OF DISPUTES" PROVISION
TO NEUTRAL ARBITRATION.




                      eSat's Initials                     Executive's Initials



        11.    General Provisions.

        (a)    Notices. All notices, requests, consents, and other
               communications under this Agreement shall be in writing and shall
               be deemed to have been delivered on the date personally delivered
               or via telecopier or on the date deposited in a receptacle
               maintained by the United States Postal Service for such purpose,
               postage prepaid, by certified mail, return receipt requested,
               addressed to the respective parties as follows:

        If to the Executive:        David Pennells
                                    c/o PacificNet Technologies, Inc.
                                    10 Universal City Plaza, No. 1130
                                    Los Angeles, California  91680
                                    Fax: (818) 464-2799


        If to eSat:                 eSat, Inc.
                                    16520 Harbor Boulevard, Building G
                                    Fountain Valley, California  92708
                                    Attention;  Michael C. Palmer
                                    Fax: (714) 418-3200


                                       8.
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        Either party hereto may designate a different address by providing
written notice of such new address to the other party hereto.

        (b)    Severability. If any provision contained in this Agreement is
               determined by a court of competent jurisdiction to be void,
               illegal or, subject to Section 9(g) hereof, unenforceable, in
               whole or in part, then the other provisions contained herein
               shall remain in full force and effect as if the provision which
               was determined to be void, illegal, or unenforceable had not been
               contained herein.

        (c)    Waiver, Modification, and Integration. The waiver by any party
               hereto of a breach of any provision of this Agreement shall not
               operate or be construed as a waiver of any subsequent breach by
               any party. This instrument contains the entire agreement of the
               parties concerning employment and supersedes all prior and
               contemporaneous representations, understandings and agreements,
               either oral or in writing, between the parties hereto with
               respect to the employment of the Executive by eSat and all such
               prior or contemporaneous representations, understandings and
               agreements, both oral and written, are hereby terminated. This
               Agreement may not be modified, altered or amended except by
               written agreement of all the parties hereto.

        (d)    Binding Effect. This Agreement shall be binding and effective
               upon eSat and its successors and permitted assigns, and upon the
               Executive and the Executive's heirs and representatives;
               provided, however, that eSat shall not assign this Agreement
               without the written consent of the Executive.

        (e)    Governing Law. The parties intend that the laws of the State of
               California should govern the validity of this Agreement, the
               construction of its terms, and the interpretation of the rights
               and duties of the parties hereto.

        (f)    Counterpart Execution. This Agreement may be executed in two or
               more counterparts, each of which shall be deemed an original, but
               all of which together shall constitute but one and the same
               instrument.

        (g)    Entire Agreement. This Agreement contains the entire
               understanding of the parties and supersedes any prior written or
               oral expressions of the subject matter hereof.

        (h)    Assignment. This Agreement is not assignable by either party and
               neither party may delegate its duties hereunder without securing
               the prior written consent of the other party; provided, however,
               that eSat may assign this Agreement to a successor entity in the
               course of any transaction or series of related transactions in
               which eSat sells or disposes of its assets or is not a surviving
               entity and a Change in Control occurs, if and only if, the
               successor entity upon consummation of the Change in Control
               transactions assumes eSat's obligations hereunder in writing.

                                       9.

<PAGE>   10

        The parties have executed this Agreement as of the Effective Date.

                                            ESAT, INC.



                                            By:
                                               --------------------------------
                                            Name:  Michael C. Palmer
                                            Title: President





                                            -----------------------------------
                                            DAVID PENNELLS


                                      10.
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                                    EXHIBIT A

                              Position Description



Executive shall have the title of Senior Vice President with eSat, and shall be
primarily responsible for overseeing the day-to-day operations of InterWireless
and PacificNet. Executive will also be the Vice President of both InterWireless
and PacificNet, and shall perform such duties as are directed by, and shall
report directly to, the Board of Directors of eSat.



                                      11.