Exhibit 10.64




                              OPERATOR TO OPERATOR

                          SATELLITE SERVICES AGREEMENT

                                    BETWEEN

                      DBS INDUSTRIES, INC., NEWSTAR LTD.,

                                      AND

                             IRIDIUM SATELLITE LLC




<PAGE>2

                                TABLE OF CONTENTS


1.   Definitions...............................................................3

2.   Usage of Iridium Capacity.................................................4

3.   Load Curtailment Service..................................................4

4.   Additional Services and Common Solutions..................................6

5.   Service Pricing...........................................................7

6.   Service Standards and Ongoing support.....................................8

7.   Profit-sharing and Exclusivity Period for Load Curtailment Service........8

8.   Term......................................................................9

9.   Confidentiality..........................................................10

10.  Joint Marketing, Publicity, and Trademarks...............................10

11.  Indemnification and Limit of Liability...................................10

12.  Miscellaneous............................................................11


<PAGE>3


THIS  AGREEMENT  is made  and  entered  into as of May 24,  2001 by and  between
Iridium Satellite , LLC, a Delaware limited liability company having a principal
place of business at 44330 Woodridge Parkway,  Leesburg VA 20176 ("Iridium") and
DBS  Industries,  Inc.,  a  Delaware  corporation  having a  principal  place of
business at 100 Shoreline  Highway,  Suite 190A, Mill Valley,  CA 94941 ("DBSI")
and Newstar Ltd., a Bermuda subsidiary corporation of DBSI (together, "DBSI").


WHEREAS,

     Iridium is a satellite  communications  system  operator and the beneficial
     owner of a  Non-geostationary  Mobile Satellite Service license above 1 ghz
     issued by the Federal  Communications  Commission  of the United  States ("
     FCC"), that uses the international satellite L-band for primarily real-time
     telephony; and

     DBSI, by and through DBSI's subsidiary E-SAT, Inc., is a satellite operator
     and the holder of a Non-Voice,  Non-geostationary  Mobile Satellite Service
     license below 1 ghz issued by the Federal Communications  Commission of the
     United States (" FCC"), that uses the international  satellite VHF band for
     store-and-forward  data  applications  in short  messaging  services  (SMS)
     targeted to the energy industry; and

     DBSI has  identified  a  potential  business  application  to  address  the
     electricity crisis in California, and other parts of the United States, and
     other potential  applications  that cannot currently be deployed via E-SAT.
     The initial application may utilize Iridium satellite capacity,  capability
     and  services in the  provision  of load  management  and load  curtailment
     services.  DBSI and Iridium intend to perform these applications using DBSI
     and Iridium technology; and

Now, therefore, the parties agree as follows:

1.   Definitions

1.1 "Iridium System" means the telecommunications system operated by Iridium. As
of the date of this Agreement, this system includes a U.S. satellite network and
operations center,  approximately 66 operational low- earth-orbiting spacecraft,
as well as terrestrial ground and support  infrastructure.  For purposes of this
Agreement,  the Iridium System includes future  replacements,  enhancements  and
additions, both terrestrial- and space-based.

1.2   "Load   Curtailment   Service"   means   direct    telecommunications   to
electric-utilizing  devices  to turn on and off air  conditioning  units for the
purpose of reducing electricity usage using the Iridium System.

1.3 "Additional Services" are defined in Paragraph 4.1 of this Agreement.

1.4  "Services"  mean  both  the Load  Curtailment  Service  and any  Additional
Services.

<PAGE>4


2.   Usage of Iridium Capacity

2.1 Iridium agrees to make capacity on the Iridium System  available to DBSI for
usage in Services. The initial capacity is estimated in the Schedule attached as
Attachment A at approximately  5000 telephone  numbers and 15,000 calls per day.
Iridium will make available  capacity at the service pricing detailed in Section
5 sufficient to meet DBSI's business requirements beyond the requirements listed
in  Attachment A,  provided  that DBSI gives  Iridium  sufficient  notice of any
increase greater than 100% of those requirements,  and provided that Iridium has
unallocated capacity available that in its reasonable judgment could provide the
required service.

2.2 With  respect to Iridium's  reserving  5000 model 9500  telephones  for DBSI
hereunder,  should DBSI purchase less than 2500 of these telephones during 2001,
then DBSI  agrees  that the  remaining  phones will be freed up for use by other
clients.

3.   Load Curtailment Service

3.1  During  2001,  it is  projected  that DBSI will  provide  Load  Curtailment
Service.  This will utilize the Iridium telephone unit (model 9500),  located on
the roof of approximately 5000 building sites throughout  California (see Figure
I). These Iridium  phones will be used to initiate a control signal to interrupt
the thermostat  control system of air conditioning units to reduce electric load
during  peak usage  periods  (estimated  at 12-8 pm  weekdays).  The  cumulative
reduction in  electrical  load could  approximate  1100  megawatts.  The Iridium
network would be utilized to place a currently  expected  average of 3 satellite
connections to each building,  once per day,  beginning during the summer months
of 2001. See Attachment A for projected  rollout schedule as of the date of this
Agreement.

3.2 It is projected  that this  utilization  of the Iridium  System in this Load
Curtailment  Service will not require the use of the public switched  network to
reach the  Iridium  network.  Both  parties  project  that,  provided  that DBSI
develops the interface technology and software,  service could be offered within
60 days of  commencement of Iridium  pre-service  engineering  support.  Iridium
makes no  representation  that the Load  Curtailment  Service  will  operate  as
contemplated to curtail and manage energy load.

3.3  Performance by DBSI and Iridium will be subject to applicable  laws and any
required permits , including any Section 214 authorization  that may be required
of DBSI by the Federal Communications Commission.

<PAGE>5

                                    FIGURE I.


The follow  diagram  provides an overview of the intended  key system  elements,
which are further detailed by number following the diagram:


                    [FLOW CHART OF LOAD CURTAILMENT PROGRAM]



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(1) Load  Curtailment I/F and radio: The radio set for the initial 5000 units is
Iridium  Satellite  Series Motorola Model 9500 unit and will be supplied through
Iridium.  The warranty for each unit is provided by Motorola per  Attachment  B.
The  load  curtailment  mechanisms  and all  aspects  of the  interface  will be
proprietary to and the responsibility of DBSI.

(2) Iridium satellite, earth station, network operations center, and call detail
records:  All  satellite  and  network  operations   (including  any  foreground
intellectual  property  developed  by  Iridium  as a  result  of the  activities
hereunder) are proprietary to and the responsibility of Iridium. Initial service
will be provided by the Iridium U.S.  gateway earth  station in Tempe,  Arizona.
Call detail records will be transmitted daily on weekdays via Telnet to the DBSI
application CPU.

(3) DBSI application CPU: This computer  including all database  information and
application  software will be proprietary to and the  responsibility of DBSI. If
mutually  agreed,  the computer may be  co-located  and  maintained in Iridium's
operations center in Tempe, Arizona under terms to be agreed upon.

(4) Load aggregator and billing:  This service includes billing and collections,
load   aggregation  and   curtailment,   and  customer   service,   and  is  the
responsibility of DBSI.

4.   Additional Services and Common Solutions

4.1 "Additional  Services" are any applications and services other than the Load
Curtailment  Service  provided by DBSI which  utilize the Iridium  system.  Such
services  will be  available at the service  pricing  detailed in Section 5. The
parties  intend to,  but have no  obligation  to,  explore  potential  synergies
between  Iridium's  real-time  system and  international  satellite L-Band radio
frequencies, and DBSI's store-and-forward system and international satellite VHF
Band radio frequencies. Such services, may involve cost and service improvements
to the mutual benefits of both parties,  e.g.,  utilization of the  page/control
channel  system for SMS.  There is no  obligation on the part of either party to
engage  in  engineering  development  efforts  other  than for Load  Curtailment
Services.

4.2 If the  parties  agree  that such  implementations  require  development  or
engineering work by Iridium and Iridium agrees to provide such work, the parties
will utilize a formal  Statement of Work document  which shall be signed by both
parties and serve as an amendment to this  Agreement.  Should  Iridium desire to
charge DBSI for  engineering  support,  Iridium  will supply DBSI with a written
estimated  budget in advance,  and DBSI will reimburse  Iridium for its mutually
agreed  expenses  in such  budget  including  an up to 25%  contingency  of such
budget.

<PAGE>7

5.   Service Pricing

5.1  Service and support pricing elements follow for the Services:

     5.1.1Pre-service engineering support:  Equipment and subcontractor expenses
          at cost to Iridium.  Iridium  internal  expenses on time and materials
          basis.  Total  cost not to  exceed  budget  mutually  agreed  prior to
          support start plus an up to 25%  contingency of such budget.  In order
          to meet the  service  standards  set forth in  Section  6.1,  this may
          require additional data modems which would be included in such at DBSI
          expense.

     5.1.2Airtime and subscriber and handset fees for Load  Curtailment  Service
          -

          a)   For the Load  Curtailment  Service during the Exclusivity  Period
               under  Section 7 below,  * per  minute  and  $*/month/in  service
               unit);

          b)   Calls to test Services and to verify appropriate installation for
               individual  phones strictly for the purpose of  implementing  and
               verifying services will be at no charge.

          c)   Per unit  handset  cost (Model 9500 set for the Load  Curtailment
               Service) - then current wholesale rates,  which as of the date of
               this agreement are $*/unit

     5.1.3Airtime and subscriber  and handset fees for  Additional  Services and
          for the Load  Curtailment  Service on termination  of the  Exclusivity
          Period under Section 7-

          a)   Iridium's  normal  wholesale  charges  for  airtime  and  monthly
               subscriber  fees (which as of the date of this  Agreement  are $*
               per minute and $*/month in service/unit); and

          b)   Calls to test Services and to verify appropriate installation for
               individual  phones strictly for the purpose of  implementing  and
               verifying services will be at no charge.

          c)   Per unit handset cost - then current * rates

5.2 All amounts  owed  hereunder  will be due and payable  within 30 days of the
date the invoice is  received,  except that  handset  shall be paid on notice of
ready to ship. In the event payment is based upon  accomplishment of pre-defined
milestones,  written evidence supporting  achievement of each milestone shall be
submitted along with the corresponding invoice.

[*  Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission.]

<PAGE>8

6.   Service Standards and Ongoing support

6.1  Iridium shall maintain a service standard to be met of:

     o    Availability  of a  real-time  satellite  network  with at  least  one
          operational  satellite in view over the  operating  service  territory
          (for the Load Curtailment  Service this is California) 24 hours a day,
          7 days a week.

     o    At least P.01 traffic  blockage,  i.e., a maximum average of 1 blocked
          call per 100 attempts

     o    Up to 5000 calls  completed  within 30  minutes,  assuming  sufficient
          circuits as mutually agreed prior to commencement of service

     Iridium shall report monthly on this performance.

6.2  Ongoing support will be as mutually agreed.

7.   Profit-sharing and Exclusivity Period for Load Curtailment Service

7.1 As compensation for the services  provided by Iridium during the Exclusivity
Period (as defined in Paragraph  7.4 below),  DBSI will pay to Iridium * percent
(*%) of the  "Profits," as defined  herein,  realized by DBSI resulting from the
provision of Load Curtailment Service using the Iridium System.  "Profits" means
all revenue  received by DBSI (either  during or after the  Exclusivity  Period)
attributable  to providing  Load  Curtailment  Service using the Iridium  System
during  the  Exclusivity  Period,   including  any  revenues  from  the  standby
availability  of the system during the  Exclusivity  Period,  less  "third-party
expenses."  Revenues  and  expenses  attributable  to  service  development  and
installation  and purchase of phones and other equipment (for example,  revenues
for  engineering/development/installation  work) are not included in the Profits
calculation.   "Third-party   expenses"   means  (i)  payments  to  Iridium  for
pre-service  engineering  support under Section 5.1.1 above and airtime  charges
and subscriber fees under Section 5.1.2(a) above,  (ii) payments to customers in
connection  with the Load  Curtailment  Service,  and (iii) other  ordinary  and
necessary expenses paid to nonaffiliated third parties.  "Third-party  expenses"
specifically  excludes  DBSI  internal  overhead,  salaries,  profit or  similar
charges,  as well as capital  expenditures and depreciation,  amortization,  and
other  noncash  charges.  Payments  to Iridium  will be made on a monthly  basis
within  60  days  of  receipt  of  revenue,  and  third-party  expenses  will be
determined on an accrual basis.  If  third-party  expenses have to be estimated,
DBSI will  disclose the basis for the estimate  and any  reconciliation  thereof
will be provided  within 60 days of when the  applicable  estimated  amounts are
determined.



[*  Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission.]

<PAGE>9


7.2 In the event Iridium  desires  independent  verification  of these  Profits,
Iridium may, no more than once in any  twelve-month  period,  require at its own
expense to have DBSI's then current independent  certified public  accountant(s)
audit the DBSI's  revenue and expenses  for the  relevant  period and report the
results to all parties hereto.  This shall be Iridium's exclusive auditing right
under this Agreement.

7.3 During the Exclusivity Period,  Iridium itself will not in the United States
directly offer, or support third parties in the development of, Load Curtailment
Services.  On its part,  DBSI will not  utilize  any other  real-time  satellite
system in the United States for such applications.

7.4 This  Section 7 has a term that may be less than the term of the  Agreement.
The term of this Section 7 shall be referred to as the "Exclusivity  Period".The
initial term of the  Exclusivity  Period will be twelve (12) months  (subject to
adjustment by Iridium under  Paragraph 7.5 below) and will  thereafter  continue
until  terminated by either party on sixty (60) days notice.  For the three year
period following  termination of the Exclusivity  Period of this Section and any
renewal thereof, DBSI will continue to pay to Iridium  profit-sharing from usage
of the Load  Curtailment  Service by customers  using the service at the time of
such termination.  Profit-sharing  percentages will not be * percent and instead
will be as follows -

     o    First 12 months following termination: * percent

     o    Next 12 months: * percent

     o    Next 12 months: * percent

     o    Thereafter: *

7.5 Iridium may adjust the initial term of the Exclusivity Period as follows:

     7.5.1If DBSI has not placed at least 100 phones in service by November  24,
          2001,  then Iridium can terminate  the  Exclusivity  Period  effective
          November 24, 2001 by  delivering  notice of same to DBSI no later than
          December 24, 2001.

     7.5.2Iridium  may in its sole  discretion  extend the  initial  term of the
          Exclusivity  Period  from  twelve to  eighteen  months  by  delivering
          written notice of same to DBSI no later than May 24, 2002.

8. Term

8.1 The term of this Agreement (other than the Exclusivity  Period in Section 7)
is seven  years and will  continue  thereafter  unless and until  terminated  by
either party on one hundred and eighty (180) days advance notice.


[*  Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission.]

<PAGE>

8.2 If DBSI  utilizes,  in all  Services,  less than 5000  calls in any 12 month
period,  then either  party may  terminate  on one hundred and eighty (180) days
notice delivered within thirty (30) days of the end of the 12 month period.

8.3 This Agreement and the  performance of work hereunder may also be terminated
for cause by either Party if the other Party  breaches  any service  standard or
other  material  covenant or  representation  in this  Agreement,  which  breach
remains uncured for a period of time equal to thirty (30) days following receipt
of written notice of such breach from the non-breaching  Party.  However, if the
breaching  Party has  reasonably  notified  the  non-breaching  Party during the
thirty day period  that such  breach is not  curable  using  reasonable  efforts
within the thirty day period,  then such period shall be extended an  additional
sixty days provide  that the  breaching  Party has  commenced  and  continues to
diligently proceed with the cure.

8.4 Effective on the date of  termination,  each party shall return to the other
all  confidential  materials.  Existing  customer  relationships  on termination
belong to DBSI except as  otherwise  mutually  agreed in writing,  for 12 months
after termination.

9.   Confidentiality

9.1 The existing  February 27, 2001 Joint  Non-Disclosure  Agreement between the
parties (the "NDA") has a term of two years under Section 7 of the NDA. The term
is hereby  extended for the duration of this  Agreement  and any  extensions  or
renewals thereof.

10.     Joint Marketing, Publicity, and Trademarks

10.1 Both parties will  cooperate in the  coordinated  release of information to
the public describing the services offered hereunder. In such regard, each party
will bear its own costs. Neither party shall make a release to the news media or
to the general  public  identifying  the other party  without its prior  written
approval.

10.2 DBSI recognizes  Iridium's  worldwide  ownership of the trademark and trade
name,  "Iridium",  and Iridium  recognizes  DBSI's  worldwide  ownership  of the
trademarks and trade names, "NewStar", "DBS Industries, Inc.", and "E-Sat". Each
party  permits  the other to use its  trademarks  and trade  names in  marketing
literature and materials,  press  releases,  advertisements,  and press contacts
provided that advance written approval is obtained.

10.3 Written approval as required by this Section may be via email.

11.  Indemnification and Limit of Liability

11.1 Each party (the "Indemnifying Party") agrees to indemnify,  defend and hold
the other party, their affiliates, predecessors,  successors, insurers, assigns,
heirs,  executors,  administrators,   agents,  officers,  directors,  employees,
shareholders,  members,  attorneys,  and legal representatives (an "Indemnitee")
harmless from and against,  any loss,  liability,  damage or expense  (including

<PAGE>11

reasonable  attorney's fees and costs) to third parties which any Indemnitee may
suffer,  sustain or become  subject  to the extent  arising  from  negligent  or
unauthorized   act  by  the  Indemnifying   Party,  or  its  Affiliates,   their
predecessors,  successors, insurers, assigns, heirs, executors,  administrators,
agents, officers, directors,  employees,  shareholders,  members, attorneys, and
legal  representatives  relating to the services  provided under this Agreement.
Neither party's officers, directors,  employees,  shareholders, or members shall
have any liability under this Agreement.

11.2 Each party shall  perform  their  respective  services  with that degree of
skill  and  judgment  normally  exercised  by  recognized   satellite  operators
performing services of a similar nature.

11.3 There are no implied  or other  standards  of  performance,  guarantees  or
warranties which extend beyond those expressly  stated in this Agreement.  In no
event shall either party be liable for any incidental,  special,  contingent, or
consequential  damages including lost profits.  Iridium's sole responsibility is
to  provide  the  satellite  services,  and  Iridium  has no  responsibility  or
liability with respect to the  installation or operation of the Load Curtailment
Service.  In no event  will  Iridium  be  liable  for  damages  in excess of the
payments made to Iridium under this Agreement.

12.  Miscellaneous

12.1 Entire  Agreement;  Modification.  This  Agreement  constitutes  the entire
agreement  among the  parties and no party shall be liable or bound to any other
party in any manner by any warranties,  representations,  or covenants except as
specifically  set forth herein.  This Agreement may be amended only in a writing
signed by both parties.

12.2 Survival of Warranties. The warranties,  representations,  and covenants of
each  party,  jointly  and  severally,  contained  in or made  pursuant  to this
Agreement shall survive the execution and delivery of this Agreement.

12.3 No Further  Relationships.  This  Agreement  shall not  constitute a formal
business  organization  of any kind,  including  but not limited to an exclusive
agency, a joint venture, pooling arrangement, or partnership.

12.4  Assignment;  Successors  and  Assigns.  No  rights or  obligations  of, or
services to be rendered under this Agreement  shall be assigned,  transferred or
subcontracted to any third party without the prior written consent of the other,
which consent shall not be unreasonably  withheld;  and any attempted assignment
without this consent will be void. Provided however, that this Agreement and any
rights and obligations  hereunder may be assigned,  transferred or subcontracted
by one party (the "Assigning  Party") without approval of the other party in the
context of a merger, consolidation, adjustment, recapitalization, reorganization
or other similar capital or financial transaction.  Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of each party. Nothing
in this  Agreement,  express or  implied,  is  intended to confer upon any party
other than the parties  hereto or their  respective  successors  and assigns any
rights,  remedies,  obligations,  or  liabilities  under  or by  reason  of this
Agreement, except as expressly provided in this Agreement.

12.5 Notices. Any notice required or permitted to be given hereunder shall be in
writing  (which may not be email  unless  specifically  permitted)  and shall be
deemed duly given when  received by delivery in person,  by  facsimile  or by an

<PAGE>12

overnight  courier  service,  or three  days  after  deposit  in the U.S.  Mail,
certified with postage prepaid, addressed as follows:

            [The remainder of this page is intentionally left blank.]

<PAGE>13

        To Iridium:

        Iridium Satellite LLC
        44330 Woodridge Parkway
        Leesburg VA 20176
        Attn: Chief Executive Officer and General Counsel


        To DBSI:

        DBS Industries, Inc.
        100 Shoreline Highway, Ste. 190A
        Mill Valley, CA 94941
        Attn: President and General Counsel
        Phone 415.380.8055  Fax 415.380.8199


or to such  other  addresses  as a party may  designate  by five (5) days  prior
written notice to the other party.

12.6  Waiver.  Any waiver by either  Party of a breach of any  provision of this
Agreement  shall  not  operate  as or be  construed  to be a waiver of any other
breach  of that  provision  or of any  breach  of any  other  provision  of this
Agreement. The failure of a Party to insist upon strict adherence to any term of
this  Agreement  on one or more  occasions  will not be  considered  a waiver or
deprive that Party of the right thereafter to insist upon adherence to that term
of any other term of this Agreement.

12.7 Severability.  If any provision of this Agreement is invalid,  illegal,  or
unenforceable,  the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance,  it shall  nevertheless
remain applicable to all other persons and circumstances.

12.8  Remedies  Cumulative.  It is agreed  that the rights and  remedies  herein
provided  in case of  default  or  breach  by any  party to this  Agreement  are
cumulative  and shall not affect in any manner any other remedies that any other
party may have by reason of such default or breach. The exercise of any right or
remedy herein  provided shall be without  prejudice to the right to exercise any
other right or remedy provided herein, at law, or in equity.

12.9  Disagreements.  Any dispute or other  disagreement  arising from or out of
this Agreement shall be submitted to arbitration under the rules of the American
Arbitration  Association and the decision of the arbiter(s) shall be enforceable
in any court  having  jurisdiction  thereof.  Arbitration  shall  occur  only in
Washington,  DC. The  interpretation and the enforcement of this Agreement shall
be governed by California Law as applied to residents of the State of California
relating to contracts executed in and to be performed solely within the State of
California.  In the event any dispute is arbitrated,  the  prevailing  Party (as
determined  by the  arbiter(s))  shall  be  entitled  to  recover  that  Party's
reasonable attorney's fees incurred (as determined by the arbiter(s)).

<PAGE>14

12.10  Counterparts.  This Agreement may be executed in two or more counterparts
(including by facsimile),  each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.

12.11 Titles and Subtitles.  The titles and subtitles used in this Agreement are
used  for  convenience  only  and  are not to be  considered  in  construing  or
interpreting this Agreement.


     IN WITNESS WHEREOF,  the parties have entered into this Agreement as of the
day and year set forth above.

        IRIDIUM SATELLITE, LLC


        By:  /s/  Gino Picasso
             ----------------------------------------------------
               Gino Picasso
               CEO & President


        DBS INDUSTRIES, INC.



        By: /s/  Fred Thompson
               Fred Thompson
               CEO & President