<PAGE>

                                                                     Exhibit 4.1
                                                                     -----------

                                                                  EXECUTION COPY
                                                                  --------------

================================================================================

                            -----------------------

                            STOCKHOLDERS' AGREEMENT

                            -----------------------

                                 by and among

                           EARTHWATCH INCORPORATED,

                      MORGAN STANLEY & CO., INCORPORATED,

                          AMERICAN HIGH-INCOME TRUST,

           AMERICAN VARIABLE INSURANCE SERIES ASSET ALLOCATION FUND,

                 AMERICAN VARIABLE INSURANCE SERIES BOND FUND,

           AMERICAN VARIABLE INSURANCE SERIES HIGH-YIELD BOND FUND,

                        THE BOND FUND OF AMERICA, INC.,

                             ITT INDUSTRIES, INC.

                                      and

            THE OTHER PERSONS LISTED ON THE SIGNATURE PAGES HERETO
                (solely with respect to Articles II, V and VII)


                           Dated as of April 8, 1999

================================================================================

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>           <C>                                                           <C>
                                   ARTICLE I

                                  DEFINITIONS
Section 1.1   Definitions...................................................  2

                                  ARTICLE II

                               BOARD COMPOSITION

Section 2.1   Composition of the Board......................................  7
Section 2.2   Committee Representation...................................... 10

                                  ARTICLE III

                                APPROVAL ITEMS

Section 3.1   Approval Required for Certain Actions......................... 10

                                  ARTICLE IV

                       RESTRICTIONS ON TRANSFER OF STOCK

Section 4.1   General Restrictions on Transfer.............................. 11
Section 4.2   Legend........................................................ 12

                                   ARTICLE V

                              REGISTRATION RIGHTS

Section 5.1   Certain Definitions........................................... 12
Section 5.2   Demand Registration........................................... 13
Section 5.3   Piggyback Registration........................................ 15
Section 5.4   Registration Procedures....................................... 16
Section 5.5   Registration Expenses......................................... 20
Section 5.6   Indemnification by the Company................................ 20
Section 5.7   Indemnification by Stockholders............................... 21
Section 5.8   Conduct of Indemnification Proceedings........................ 22
Section 5.9   Contribution.................................................. 23
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>           <C>                                                           <C>
Section 5.10  Participation in Underwritten Registrations................... 24
Section 5.11  Rule 144...................................................... 24
Section 5.12  Holdback Agreements........................................... 24

                                  ARTICLE VI

                        REPRESENTATIONS AND WARRANTIES

Section 6.1   Representations and Warranties of the Company................. 25
Section 6.2   MS Representations and Warranties............................. 26
Section 6.3   CapRe Representations and Warranties.......................... 27
Section 6.4   ITT Representations and Warranties............................ 27

                                  ARTICLE VII

                              GENERAL PROVISIONS

Section 7.1   License Activities............................................ 28
Section 7.2   Termination................................................... 29
Section 7.3   Counterparts.................................................. 29
Section 7.4   Governing Law................................................. 29
Section 7.5   Entire Agreement.............................................. 29
Section 7.6   Specific Performance.......................................... 29
Section 7.7   Notices....................................................... 30
Section 7.8   Successors and Assigns........................................ 31
Section 7.9   Headings...................................................... 31
Section 7.10  Amendments and Waivers........................................ 32
Section 7.11  Interpretation; Absence of Presumption........................ 32
Section 7.12  Severability.................................................. 32
Section 7.13  Further Assurances............................................ 32
</TABLE>

                                     -ii-

<PAGE>

          THIS STOCKHOLDERS' AGREEMENT (the "Agreement"), dated as of April 8,
1999, is made by and among EarthWatch Incorporated, a Delaware corporation (the
"Company"), Morgan Stanley & Co., Incorporated, a Delaware corporation ("MS"),
American High-Income Trust, a Massachusetts business trust, American Variable
Insurance Series Asset Allocation Fund, a Massachusetts business trust, American
Variable Insurance Series Bond Fund, a Massachusetts business trust, American
Variable Insurance Series High-Yield Bond Fund, a Massachusetts business trust,
and The Bond Fund of America, Inc., a Maryland corporation (collectively,
"CapRe" and, together when acting jointly with MS, the "B Holders"), ITT
Industries, Inc., an Indiana corporation ("ITT") and, solely with respect to
Articles II, V and VII, the other persons listed on the signature pages hereto
(such other persons referred to as the "Other Holders").

                                   RECITALS
                                   --------

          WHEREAS, the Company, MS, CapRe and ITT are party to a
Recapitalization Agreement dated as of April 8, 1999 (the "Recap Agreement")
setting forth the terms and conditions of a proposed investment by each of MS,
CapRe and ITT in shares of New Common Stock, New Series A Preferred Stock and
New Series B Preferred Stock (each as defined herein) in connection with the
proposed recapitalization of the Company (the "Recapitalization");

          WHEREAS, as part of the Recapitalization, the Company wishes to issue
and sell certain shares of New Common Stock, New Series A Preferred Stock and
New Series B Preferred Stock to the Purchasers on the terms and conditions set
forth in the Recap Agreement;

          WHEREAS, as part of the Recapitalization, each of the Purchasers
wishes to subscribe for and purchase from the Company certain shares of New
Common Stock, New Series A Preferred Stock and New Series B Preferred Stock on
the terms and conditions set forth in the Recap Agreement;

          WHEREAS, as part of the Recapitalization, each share of Existing
Common Stock and Existing Preferred Stock shall be reclassified into a certain
number of shares of New Series C Preferred Stock;

          WHEREAS, following consummation of the Recapitalization, each of MS,
CapRe and ITT will own a significant percentage of the equity interests in the
Company; and

          WHEREAS, it is a condition to the Recapitalization, and the parties
believe it to be in their best interests, that they enter into this Agreement to
provide for certain rights and restrictions with respect to the corporate
governance of the Company;

<PAGE>

          NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

          Section 1.1 Definitions. Capitalized terms not defined herein shall
have their respective meanings specified in the Recap Agreement. As used in this
Agreement, the following terms shall have the following respective meanings:

          (a) "1933 Act" shall mean the Securities Act of 1933, as amended, and
     the regulations promulgated thereunder.

          (b) "1934 Act" shall mean the Securities Exchange Act of 1934, as
     amended, and the regulations promulgated thereunder.

          (c) "A Directors" shall have the meaning specified in Section 2.1(b).

          (d) "Affiliate" shall have the meaning ascribed thereto in Rule 12b-2
     promulgated under the 1934 Act, and as in effect on the date hereof.

          (e) "Agreement" shall have the meaning specified in the preamble.

          (f) "Applicable A Number" shall have the meaning specified in Section
     2.1(c).

          (g) "Applicable B Number" shall have the meaning specified in Section
     2.1(d).

          (h) "Ball Director" shall have the meaning specified in Section
     2.1(h).

          (i) "B Directors" shall have the meaning specified in Section 2.1(b).

          (j) "B Holders" shall have the meaning specified in the preamble. In
     the event this Agreement terminates pursuant to Section 7.2(b) with respect
     to either, but not both, of MS and its Affiliates or CapRe and its
     Affiliates, either of MS or CapRe, remaining bound by this Agreement, shall
     thereafter constitute the "B Holders" for all purposes hereunder.

                                       2

<PAGE>

          (k) "Beneficially Own" shall mean, with respect to any security,
     having direct or indirect "beneficial ownership" of such security, as
     determined pursuant to Rule 13d-3 under the 1934 Act, including without
     limitation pursuant to any agreement, arrangement or understanding, whether
     or not in writing.

          (l) "Board" shall mean the board of directors of the Company.

          (m) "Business Day" shall mean any day that is not a Saturday, a Sunday
     or other day on which banks are required or authorized by law to be closed
     in The City of New York.

          (n) "C Directors" shall have the meaning specified in Section 2.1(h).

          (o) "CapRe" shall have the meaning specified in the preamble.

          (p) "CEO" shall mean the Chief Executive Officer of the Company.

          (q) "Chairman" shall mean the chairman of the Board.

          (r) "Closing" shall have the meaning specified in the recitals.

          (s) "Committee" shall mean a committee or subcommittee of the Board.

          (t) "Company" shall have the meaning specified in the preamble.

          (u) "Company Directors" shall have the meaning specified in Section
     2.1(h).

          (v) "Covered Transaction" shall have the meaning specified in Section
     4.2(a).

          (w) "Demand Registration" shall have the meaning specified in Section
     5.2(a).

          (x) "Demanding Stockholder" shall have the meaning specified in
     Section 5.2(a).

          (y) "DGCL" shall mean the Delaware General Corporation Law.

          (z) "Director" shall mean a member of the Board.

                                       3

<PAGE>

          (aa) "FCC Approval" means a determination of the Federal
     Communications Commission approving of or consenting to the transfer of
     control of the Company to the extent required under the terms of, or rules
     and regulations governing, the FCC Licenses, without any condition
     materially adverse to any of the Company, MS, CapRe and ITT.

          (bb) "FCC Licenses" means the following three licenses held by the
     Company: Earth Station Longmont, Colorado (No. E950498); Earth Station
     Fairbanks, Alaska (No. E950499); and Space Station 21/22-DSS-P-93;
     43-DSS-LA-94(2); and 52-SAT-AMEND-95, authorized August 1, 1995

          (cc) "Fully-Diluted Shares" means the number of shares of New Common
     Stock issued and outstanding assuming the exercise of all outstanding
     options, warrants and rights to acquire, and the conversion of any
     securities convertible into, shares of New Common Stock, whether or not
     then vested or exercisable. When calculating the percentage of the Fully-
     Diluted Shares owned by a specified person, such person shall be deemed to
     own all shares of New Common Stock beneficially owned by such person
     assuming the exercise of all outstanding options, warrants and rights to
     acquire, and the conversion of any securities convertible into, shares of
     New Common Stock, whether or not then vested or exercisable.

          (dd) "High Yield Financing" means the issuance of high-yield
     securities yielding net proceeds to the Company (after the setting aside of
     cash to prefund interest and the payment of fees, expenses and other costs
     associated with such issuance) of up to $125,000,000, such securities to be
     secured by the Satellite Insurance, the terms and conditions of which
     insurance are summarized in Exhibit 5.5 to the Recap Agreement, for the
     purpose of funding the Company's operations through successful launch and
     commercially viable operation of each of QuickBird 1 and QuickBird 2, or
     any successor to such satellite.

          (ee) "Independent Director" means a Director who (apart from such
     directorship) (i) is not a current or former officer or employee of the
     Company or any Affiliate of the Company, (ii) is not a current or former
     director, officer or employee of the party designating such Director for
     election to the Board or any Affiliate of such party, (iii) did not in
     either of the last two completed calendar years receive, and is not an
     officer, director, employee, stockholder holding more than 10% of the
     voting interest of, partner or Affiliate of any entity that in either of
     such entity's two most recent fiscal years received, more than 10% of such
     person or entity's total income from either the Company or the party
     designating such Director for election to the Board.

                                       4

<PAGE>

          (ff) "Initial Public Offering" means the consummation of the first
     sale of shares of New Common Stock for cash by the Company, or by one or
     more stockholders, in an underwritten public offering registered under the
     1933 Act following the date hereof.

          (gg) "ITT" shall have the meaning specified in the preamble.

          (hh) "MS" shall have the meaning specified in the preamble.

          (ii) "MS HSR Clearance Date" shall have the meaning specified in the
     Recap Agreement.

          (jj) "NASDAQ" means the Nasdaq National Market.

          (kk) "New Common Stock" means the Common Stock, par value $.001 per
     share, of the Company to be issued as part of the Recapitalization.

          (ll) "New Equity Plan" shall have the meaning specified in the Recap
     Agreement.

          (mm) "New Series A Preferred Stock" means the Series A Preferred
     Stock, par value $.001 per share, of the Company to be issued as part of
     the Recapitalization.

          (nn) "New Series B Preferred Stock" means the Series B Preferred
     Stock, par value $.001 per share, of the Company to be issued as part of
     the Recapitalization.

          (oo) "New Series C Preferred Stock" means the Series C Preferred
     Stock, par value $.001 per share, of the Company to be issued as part of
     the Recapitalization.

          (pp) "Non-party Holders" means those holders of shares of Existing
     Common Stock and Existing Preferred Stock which do not execute this
     Agreement.

          (qq) "Odetics Warrant" shall have the meaning set forth in the Recap
     Agreement.

          (rr) "Other Holders" shall have the meaning specified in the preamble.

          (ss) "Permitted Transferee" shall mean any transferee of shares of New
     Series A Preferred Stock or New Series B Preferred Stock, or of any shares
     of New Common Stock into which such shares of New Series

                                       5

<PAGE>

     A Preferred Stock or New Series B Preferred Stock shall be converted,
     pursuant to a transfer complying with Section 4.1.

          (tt) "person" shall mean any individual, corporation, partnership,
     limited liability company, joint venture, trust, unincorporated
     organization, other form of business or legal entity or government
     authority.

          (uu) "Piggyback Registration" shall have the meaning specified in
     Section 5.3(a).

          (vv) "Recap Agreement" shall have the meaning specified in the
     recitals.

          (ww) "Recapitalization" shall have the meaning specified in the
     recitals.

          (xx) "Register," "registered" and "registration" shall have the
     meanings specified in Section 5.1(a).

          (yy) "Registrable Securities" shall have the meaning specified in
     Section 5.1(b).

          (zz) "Satellite Insurance" shall have the meaning specified in
     Article I of the Recap Agreement.

          (aaa) "SEC" shall mean the Securities and Exchange Commission.

          (bbb) "Stockholders" shall mean ITT, the B Holders and the Other
     Holders. Where applicable, the phrase "Stockholder" when used herein shall
     not refer to either of MS or CapRe individually, but rather to the
     B Holders in the aggregate.

          (ccc) "Subsidiary" of any person means another person, an amount of
     the voting securities, other voting ownership or voting partnership or
     membership interests of which is sufficient to elect at least a majority of
     its board of directors or other governing body (or, if there are no such
     voting interests, 50% or more of the equity interests of which) is owned or
     controlled directly or indirectly by such person.

          (ddd) "Telespazio" means Nuova Telespazio s.p.a., a corporation
     organized under the laws of Italy.

          (eee) "Waterstone Agreement" shall have the meaning specified in the
     Recap Agreement.

                                       6

<PAGE>

                                  ARTICLE II

                               BOARD COMPOSITION
                               -----------------

          Section 2.1 Composition of the Board.

          (a) Upon and following the earlier to occur of (i) receipt by the
     Company of the FCC Approval and (ii) October 31, 1999, the parties hereto
     and their Permitted Transferees shall take all necessary action as is
     required under applicable law to cause the number of Directors comprising
     the Board to be 11.

          (b) Subject to Section 7.1, notwithstanding anything else in this
     Article II to the contrary, upon and following the earlier to occur of (i)
     receipt by the Company of the FCC Approval and (ii) October 31, 1999 and
     until the second anniversary of the earlier to occur of (i) and (ii), the
     parties hereto and their Permitted Transferees shall take all necessary
     action as is required under applicable law to cause (i) two Directors
     designated by ITT to be elected to the Board (such elected designees, the
     "A Directors") and (ii) four Directors designated by the B Holders to be
     elected to the Board (such elected designees, the "B Directors"); provided,
     however, that MS shall not be entitled to designate any directors prior to
     the MS HSR Clearance Date.

          (c) Subject to Section 7.1, upon and following the second anniversary
     of the earlier to occur of (i) receipt by the Company of the FCC Approval
     and (ii) October 31, 1999, from and after the first Business Day on which
     ITT owns no shares of New Series A Preferred Stock, the parties hereto and
     their Permitted Transferees shall take all necessary action as is required
     under applicable law to designate for election to the Board a certain
     number (the "Applicable A Number") of A Directors. The "Applicable A
     Number" shall be (i) in the event ITT beneficially owns at least 10% of the
     Fully-Diluted Shares, two; (ii) in the event ITT beneficially owns less
     than 10% but at least 5% of the Fully-Diluted Shares, one; or (iii) in the
     event ITT beneficially owns less than 5% of the Fully-Diluted Shares, none;
     provided, however, that once reduced, the Applicable A Number cannot be
     increased by subsequent acquisitions by ITT or its Permitted Transferees of
     beneficial ownership of Fully-Diluted Shares.

          (d) Subject to Section 7.1, upon and following the second anniversary
     of the earlier to occur of (i) receipt by the Company of the FCC Approval
     and (ii) October 31, 1999, from and after the first Business Day on which
     the B Holders own no shares of New Series B Preferred Stock, the parties
     hereto and their Permitted Transferees shall take all necessary action as
     is required under applicable law to designate for election to the

                                       7

<PAGE>

     Board a certain number (the "Applicable B Number") of B Directors. The
     "Applicable B Number" shall be (i) in the event the B Holders beneficially
     own at least 15% of the Fully-Diluted Shares, four; (ii) in the event the B
     Holders beneficially own less than 15% but at least 10% of the Fully-
     Diluted Shares, three; (iii) in the event the B Holders beneficially own
     less than 10% but at least 5% of the Fully-Diluted Shares, two; or (iv) in
     the event the B Holders beneficially own less than 5%, none; provided,
     however, that once reduced, the Applicable B Number cannot be increased by
     subsequent acquisitions by the B Holders or their Permitted Transferees of
     beneficial ownership of Fully-Diluted Shares.

          (e) The number of Directors designable by either ITT or the B Holders,
     as the case may be, hereunder shall be reduced one-for-one by the number of
     Directors which ITT's or the B Holders' Special Permitted Transferees, as
     the case may be, shall have been transferred the right to elect to the
     Board pursuant to Section 7(c) of the Series A Preferred Stock Certificate
     of Designations or the Series B Preferred Stock Certificate of
     Designations, as the case may be.

          (f) To the extent, and only to the extent, that the B Holders shall at
     any time have the right pursuant to this Article II to designate at least
     three Directors for election to the Board, then the B Holders shall be
     required to cause a certain number of such Directors to be Independent
     Directors, such number to be equal to the excess, if any of (A) the number
     of Directors that the B Holders shall have the right to designate for
     election to the Board pursuant to this Section 2.1(d) over (B) two. To
     the extent, and only to the extent, that ITT or the B Holders, as the case
     may be, shall at any time have the right pursuant to this Article II to
     designate three Directors for election to the Board, then ITT or the B
     Holders, as the case may be, shall be required to cause at least one of
     such three Directors to be Independent Directors.

          (g) To the extent that either of ITT or the B Holders at any time has
     the right pursuant to this Article II to designate Directors for election
     to the Board, then ITT or the B Holders, as the case may be, shall be
     required to vote all of their shares of Common Stock held at such time in
     favor of their respective designees.

          (h) Subject to Section 7.1, upon and following the earlier to occur
     of (i) receipt by the Company of the FCC Approval and (ii) October 31,
     1999, the parties hereto and their Permitted Transferees shall take all
     necessary action as is required under applicable law to cause (A) two
     persons designated by the CEO to be elected to the Board (such elected
     designees, the "Company Directors"); (B) two (or three, should Ball have no
     right to designate for election to the Board one Director in (C) below,

                                       8

<PAGE>

     subject to the ownership requirement set forth below) persons designated by
     the Other Holders which at that time hold of record at least a majority of
     the outstanding shares of Series C Preferred Stock then held by all Other
     Holders to be elected to the Board so long as such Other Holders own at
     least 50% of the number of Fully-Diluted Shares owned by such Other Holders
     immediately following the Closing (such elected designees, the
     "C Directors"); and (C) one person designated by Ball to be elected to the
     Board so long as Ball owns at least 50% of the number of Fully-Diluted
     Shares owned by Ball immediately following the Closing (such elected
     designee, the "Ball Director"); provided, however, that the number of
     Directors to be designated by each of the Other Holders and Ball cannot be
     increased by subsequent acquisitions by either the Other Holders or Ball,
     as the case may be, or their Permitted Transferees of beneficial ownership
     of Fully Diluted Shares.

          (i) In the event that a vacancy in the Board is created at any time by
     the death, disability, retirement, resignation or removal (with or without
     cause) of any A Director, B Director, C Director, Company Director or Ball
     Director and not as a result of a reduction in the Applicable A Number or
     the Applicable B Number or the elimination of designation rights under
     Section 2.1(h) above, such vacancy shall be filled by a Director designated
     by ITT, the B Holders, the Other Holders, the CEO or Ball, as appropriate.
     All other vacancies in the Board, including those resulting from a
     reduction in the Applicable A Number or the Applicable B Number or the
     elimination of designation rights under Section 2.1(h) above, shall be
     filled by Directors elected by a majority of the Directors remaining in
     office or, if none, pursuant to the DGCL; provided, however, that ITT, the
     B Holders, the other Holders, the CEO or Ball may choose, in its sole
     discretion, to leave vacant for any period of time any seat on the Board to
     which it has the right to designate for election a Director pursuant to
     this Article II.

          (j) Any rights of ITT, the B Holders, the Other Holders or Ball
     pursuant to Section 2.1(b), (c), (d) or (h), as the case may be, to
     designate for election to the Board A Directors, B Directors or
     C Directors, as the case may be, shall not be transferable to any other
     person, including Permitted Transferees.

          (k) Upon and following the earlier to occur of (i) receipt by the
     Company of the FCC Approval and (ii) October 31, 1999 and so long as
     Telespazio owns at least 50% of the number of Fully-Diluted Shares owned by
     Telespazio immediately following the Closing, the Company shall allow one
     observer designated by Telespazio to attend all meetings of the Board in a
     nonvoting and nonparticipatory capacity, such observer to serve at the
     discretion of the Board, and in connection therewith, the

                                       9

<PAGE>

     Company shall give such observer such notices, minutes, consents and other
     materials, financial or otherwise, provided to the Directors as the
     Company, in its sole discretion, so determines.

          Section 2.2 Committee Representation. Upon and following the earlier
to occur of (a) receipt by the Company of the FCC Approval and (b) October 31,
1999 and during the term of this Agreement, the parties hereto and their
Permitted Transferees shall take all necessary action as is required under
applicable law to assure (a) that the Board have exactly three Committees
(Audit, Compensation and Finance), (b) that each such Committee be composed of
five members and (c) that a minimum of one A Director and one B Director be a
member of each such Committee.

                                  ARTICLE III

                                APPROVAL ITEMS
                                --------------

          Section 3.1 Approval Required for Certain Actions. In addition to
approval by a majority of the Board, the approval of a majority of the A
Directors, if any, and a majority of the B Directors, if any, designated and
elected under Article II shall be required to approve any of the following
actions by the Company:

          (a) the amendment of the Certificate of Incorporation or the Bylaws or
     other organizational documents of the Company, including without limitation
     any and all certificates of designations of any series of preferred stock
     of the Company, or the amendment, termination or waiver of any provision
     under the Recap Agreement;

          (b) other than with respect to shares of New Series C Preferred Stock,
     securities convertible or exercisable into shares of New Series C Preferred
     Stock or rights or warrants entitling the holders thereof to subscribe for
     or purchase shares of New Series C Preferred Stock issued in connection
     with the High-Yield Financing, shares of New Common Stock, and New Series A
     Preferred Stock, New Series B Preferred Stock and New Series C Preferred
     Stock issued pursuant to the Recap Agreement (including any shares
     reclassified upon filing of the Amended and Restated Certificate of
     Incorporation of the Company and conversion of any shares issued in
     accordance with the Recap Agreement or reclassified upon filing of the
     Amended and Restated Certificate of Incorporation of the Company) and
     shares of Common Stock issued in connection with an Initial Public Offering
     or the issuance of securities pursuant to the Waterstone Agreement or the
     exercise of the Odetics Warrant or the exercise of options pursuant to the
     Existing Stock Option Plan (and related agreements) or the grant or
     exercise of options pursuant to the New Equity Plan

                                      10

<PAGE>

     (and related agreements), such grant or exercise under the New Equity Plan,
     together with all prior grants or exercises under the New Equity Plan since
     the Closing Date, representing in the aggregate no more than 15% of the
     Fully-Diluted Shares as of the Closing Date, the issuance, delivery or sale
     of any shares or equity interests, or any options, warrants, conversion or
     other rights to purchase any such shares or equity interests, or any
     securities convertible into or exchangeable for such shares or equity
     interests, or the issuance of any other security in respect of or in lieu
     of or in substitution for shares or equity interests, or the entry into any
     agreements restricting the transfer of, or affecting the rights of holders
     of shares or equity interests, the granting of any preemptive or anti-
     dilutive rights to any holder of any class of securities, or the granting
     of registration rights with respect to any class of securities;

          (c) except for the High Yield Financing, the incurrence of any
     indebtedness for borrowed money, the making of any guarantee of any such
     indebtedness, the issuance or sale of any debt securities, or the
     prepayment or refinancing of any indebtedness for borrowed money, in each
     case in excess of $25 million in the aggregate;

          (d) the replacement of the Company's independent auditors or the
     making of any material change in any method of financial accounting or
     accounting practice, except for any such change required by reason of a
     concurrent change in generally accepted accounting principles; and

          (e) the entry into any agreement with respect to the foregoing.

                                  ARTICLE IV

                       RESTRICTIONS ON TRANSFER OF STOCK

          Section 4.1 General Restrictions on Transfer. None of ITT, MS or CapRe
shall directly or indirectly sell, offer, transfer, assign, pledge, hypothecate
or otherwise dispose of any shares of New Series A Preferred Stock or New Series
B Preferred Stock or any shares of the New Common Stock into which such shares
of New Series A Preferred Stock or New Series B Preferred Stock, as the case may
be, shall be converted, in a manner that violates the provisions of this
Agreement or any applicable federal and state securities laws. Except for
transfers made as part of the same transaction or series of transactions to a
broadly distributed group of transferees, no transfer shall be permitted under
this Agreement unless and until the proposed transferee or transferees shall
agree in writing, in form and substance reasonably satisfactory to the non-
transferring parties hereto, to become bound, and becomes bound, by all the
terms of this Agreement. Any transfer of shares of New Series A Preferred Stock
or New Series B Preferred Stock, as the case may be, or shares of New Common
Stock into which such shares of New Series A Preferred Stock or New Series B
Preferred Stock, as the

                                      11

<PAGE>

case may be, shall be converted in violation of this Agreement shall be void and
of no effect.

          Section 4.2 Legend. All certificates representing shares of New Series
A Preferred Stock or New Series B Preferred Stock, or shares of New Common Stock
into which such shares of New Series A Preferred Stock or New Series B Preferred
Stock shall be converted, except for such shares transferred as part of the same
transaction or series of transactions to a broadly distributed group of
transferees pursuant to the second sentence of Section 4.1, shall bear a legend
stamped, typed or otherwise legibly placed on the face or reverse side thereof
substantially in the form set forth below:

     NOTICE IS HEREBY GIVEN THAT the securities represented by this certificate
     have not been registered under the Securities Act of 1933, as amended, or
     the securities laws of any state of the United States or any non-U.S.
     jurisdiction. The securities cannot be offered, sold, transferred or
     otherwise disposed of except (i) pursuant to an effective registration
     statement or amendment thereto under such Act and any other applicable laws
     or (ii) pursuant to an exemption from, or in a transaction not subject to,
     the registration requirements of such Act and such other applicable laws.
     The sale, transfer or other disposition of the securities represented by
     this certificate and certain other rights and obligations of the holder of
     this certificate are also subject to the Stockholders' Agreement, dated as
     of April 8, 1999, by and among EarthWatch Incorporated (the "Company") and
     the other parties thereto (copies of which are available for review at the
     principal office of the Company), and the Company reserves the right to
     refuse the transfer of such securities until all terms and conditions have
     been fulfilled with respect to such transfer as set forth in such
     agreement.

                                   ARTICLE V

                              REGISTRATION RIGHTS

          Section 5.1 Certain Definitions

          (a) "Register," "registered," and "registration" refer to a
     registration effected by preparing and filing a registration statement or
     similar document in compliance with the 1933 Act, and the automatic
     effectiveness or the declaration or ordering of effectiveness of such
     registration statement or document.

          (b) "Registrable Securities" shall mean the shares of New Common Stock
     issuable upon conversion of either of the New Series A Preferred Stock, New
     Series B Preferred Stock or New Series C Preferred

                                      12

<PAGE>

     Stock; provided, however, that any shares of New Common Stock that are sold
     to the public pursuant to a registered public offering or pursuant to Rule
     144 under the 1933 Act or another exemption from the registration
     requirements of the 1933 Act pursuant to which the shares of New Common
     Stock are thereafter freely tradeable without restriction under the 1933
     Act, or that cease to be outstanding, shall cease to be Registrable
     Securities; provided further, however, that any Registrable Securities
     acquired by any Stockholder or any of its Affiliates thereof from another
     Stockholder or any of its Affiliates thereof shall continue to be
     Registrable Securities.

          Section 5.2 Demand Registration

          (a) One or more Stockholders which shall have maintained continuous
     beneficial ownership, individually or in the aggregate, following the
     Closing of at least 10% of the Fully-Diluted Shares (excluding any Fully-
     Diluted Shares sold or otherwise disposed of by any Stockholder after the
     Closing, if even subsequently reacquired) shall have the right, at any time
     after the 90th day following successful launch and commercially viable
     operation, for a period of 60 consecutive days, of QuickBird 1, or any
     successor to such satellite, to request that the Company register, in an
     underwritten public offering or otherwise, under the 1933 Act, Registrable
     Securities with an aggregate fair market value of at least $5,000,000 held
     by it or them (any registration resulting from such a request a "Demand
     Registration," with such Stockholder or Stockholders making such request
     the "Demanding Stockholder"); provided, however, that the Other Holders
     shall have no right to request a Demand Registration prior to 180 days
     following an Initial Public Offering. A request for a Demand Registration
     shall specify the number of shares of Registrable Securities proposed to be
     sold. A registration made pursuant to such a request shall not qualify as a
     Demand Registration hereunder until (a) the registration statement relating
     thereto has been declared effective by the SEC and (b) the Demanding
     Stockholder is able to register and sell at least 75% of the Registrable
     Securities requested to be included in such registration. The Company shall
     not be required to effect, and each of ITT, the B Holders and the Other
     Holders shall not be entitled to request, more than three registrations
     each per ITT, the B Holders and the Other Holders under this Section 5.2.

          (b) Promptly (but in no event more than ten days) after receipt of a
     request for a Demand Registration, the Company shall provide notice of such
     request to the non-Demanding Stockholders, and such non-Demanding
     Stockholder shall have the right, within 10 days after the date of receipt
     of such notice from the Company, to request that the Company include in the
     offering to which the Demand Registration relates all or a portion of such
     non-Demanding Stockholders' Registrable Securities.

                                      13

<PAGE>

          (c) The Company shall not include in any Demand Registration any
     securities that are not Registrable Securities without the prior written
     consent of the Demanding Stockholder. If a Demand Registration is an
     underwritten offering and the managing underwriters advise the Company in
     writing that, in their opinion, the number or class of Registrable
     Securities and, if permitted hereunder, other securities requested to be
     included in such offering, exceeds the number or class of Registrable
     Securities and other securities, if any, which can be sold therein without
     adversely affecting the marketability of the offering, the Company shall
     include in such Demand Registration (A) first, the number of Registrable
     Securities requested to be included in such registration by any
     Stockholders pro rata, if necessary, among such Stockholders based on the
     number of Registrable Securities owned by each such Stockholder, (B)
     second, the number of equity securities to be registered for the account of
     the Company, and (C) third, any other securities of the Company requested
     to be included in such registration pro rata, if necessary, on the basis of
     the number of such other securities owned by each holder of such other
     securities.

          (d) Notwithstanding the foregoing, if the Company shall furnish to the
     Demanding Stockholder a certificate signed by an officer of the Company
     stating that, in the reasonable good faith judgment of the Board, it would
     not be in the best interests of the Company and its stockholders for such
     registration to be effected (because the Company is engaging in or intends
     to engage in an acquisition, divestiture or other material transaction or
     due to other extraordinary events relating to the Company, but, in any
     case, not including for purposes of the Company avoiding its obligations
     hereunder), then the Company shall have the right to defer such
     registration for a period of not more than 90 days after receipt of the
     request of the Demanding Stockholder; provided, however, that (i) the
     Company shall not be entitled to defer its obligation to effect a
     registration for an aggregate of more than 180 days within any 365-day
     period and (ii) the Company shall make and communicate to the selling
     Stockholders its determinations under this paragraph in respect of a
     registration under this Section 5.2 within 15 days of the Company's receipt
     of the Demand Registration notice in respect of such registration or, to
     the extent reasonably practicable, promptly after becoming aware of such
     transaction.

          (e) The Demanding Stockholder shall select the book-running and other
     managing underwriters in connection with an offering pursuant to a Demand
     Registration, and any additional investment bankers and managers to be used
     in connection with the offering, in each case which shall be reasonably
     satisfactory to the Company.

                                      14

<PAGE>

          Section 5.3 Piggyback Registration

          (a) At any time that the Company proposes to register any shares of
     Common Stock under the 1933 Act for sale solely for cash, for its own
     account or pursuant to a Demand Registration, and the registration form to
     be used may be used for the registration of Registrable Securities (each a
     "Piggyback Registration"), the Company shall give written notice of such
     proposed registration to the Stockholders and the Non-party Holders as soon
     as practicable (but in no event less than 20 days before the anticipated
     filing date of the registration statement effecting such registration), and
     the Company shall include in any such registration by it all Registrable
     Securities with respect to which it has received written requests for
     inclusion therein within 10 days after receipt by such Stockholders or by
     such Non-party Holders of such written notice from the Company. If any
     Piggyback Registration is an underwritten offering, the Company shall
     select the book-running and other managing underwriters in connection with
     such offering and any additional investment bankers and managers to be used
     in connection with the offering.

          (b) If a Piggyback Registration is an underwritten primary
     registration on behalf of the Company, the Company shall include in such
     registration all securities requested to be included in such registration;
     provided, however, that if the managing underwriters advise the Company in
     writing that in their opinion the number or class of such securities
     requested to be included in such registration exceeds the number or class
     which can be sold in such offering without adversely affecting the
     marketability of the offering, the Company shall include in such
     registration (1) first, the securities that the Company proposes to sell,
     (2) second, to the extent Registrable Securities requested for inclusion
     therein need to be reduced as a result of such advice, the Registrable
     Securities requested to be included in such registration, pro rata among
     the Stockholders of such Registrable Securities on the basis of the number
     of Registrable Securities owned by each such Stockholder, (3) third, the
     Registrable Securities requested to be included in such registration, pro
     rata among the Non-party Holders of such Registrable Securities on the
     basis of the number of Registrable Securities owned by each such Non-party
     Holder and (4) fourth, other securities, if any, requested to be included
     in such registration, pro rata among the holders of such securities on the
     basis of the number of such securities owned by each such holder.

          (c) If a Piggyback Registration is in connection with a Demand
     Registration, the restrictions set forth in Section 5.2(c) shall apply. If
     a Piggyback Registration is an underwritten secondary registration on
     behalf of holders of securities of the Company (and is not a Demand
     Registration) and the managing underwriters advise the Company in writing
     that in

                                      15

<PAGE>

     their opinion the number or class of securities requested to be included in
     such registration exceeds the number or class which can be sold in such
     offering without adversely affecting the marketability of the offering, the
     Company shall include in such registration (1) first, the Registrable
     Securities requested to be included in such registration, pro rata among
     the Stockholders of such Registrable Securities on the basis of the number
     of Registrable Securities owned by each such Stockholder, (2) second, the
     Registrable Securities requested to be included in such registration, pro
     rata among the Non-party Holders of such Registrable Securities on the
     basis of the number of Registrable Securities owned by each such Nonparty
     Holder and (3) third, any other securities requested to be included in such
     registration not covered by clause (1) above pro rata among the holders of
     such securities on the basis of the number of such securities owned by each
     such holder.

          (d) The Company shall not be obligated to include any Registrable
     Securities in a registration statement (1) filed on Forms S-4 or S-8 or
     such other similar successor forms then in effect under the 1933 Act, (2)
     pursuant to which the Company is offering to exchange its own securities or
     (3) relating solely to dividend reinvestment plans.

          (e) Any Piggyback Registration relating to a sale of securities by the
     Company for its own account shall be managed by the Company; the Company
     shall have the power to select the managing underwriter(s) for such
     offering, and shall in consultation with the managing underwriter(s) have
     the power to determine the offering price, the underwriting discounts and
     commissions, the terms of the underwriting agreement, the timing of the
     registration and related offering, counsel to the Company, and all other
     administrative matters related to the registration and related offering. To
     the extent that the Stockholders or Non-party Holders participate in such a
     registration and related offering, such Stockholders or Non-party Holders
     shall enter into, and sell their Registrable Securities only pursuant to,
     the underwriting arranged by the Company, and shall either commit to attend
     the closing of the offering and take such other actions as may be
     reasonably necessary to effect their participation in the offering and to
     provide any assurances reasonably requested by the Company and the managing
     underwriter(s) in that regard, or shall deliver to the Company in custody
     certificates representing all Registrable Securities to be included in the
     registration and shall execute and deliver to the Company a custody
     agreement and a power of attorney, each in form and substance appropriate
     for the purpose of effecting their participation in such registration.

          Section 5.4 Registration Procedures. Subject to the limitations in
Sections 5.2 and 5.3, whenever the Stockholders or Non-party Holders have

                                      16

<PAGE>

requested that any Registrable Securities be registered pursuant to this
Agreement, the Company shall use its reasonable best efforts to effect the
registration and sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company shall
as expeditiously as practicable:

          (a) prepare and file with the SEC a registration statement with
     respect to such Registrable Securities and use its reasonable best efforts
     to cause such registration statement to become effective;

          (b) prepare and file with the SEC such amendments and supplements to
     such registration statement and the prospectus used in connection therewith
     as may be necessary to keep such registration statement effective for the
     applicable period and comply with the provisions of the 1933 Act with
     respect to the disposition of all securities covered by such registration
     statement during such period in accordance with the intended methods of
     disposition by the sellers thereof set forth in such registration
     statement;

          (c) if requested, prior to filing such registration statement or any
     amendment or supplement thereto, furnish to the selling Stockholders and
     Non-party Holders and each managing underwriter, if any, copies thereof,
     and thereafter furnish to the selling Stockholders and Non-party Holders
     and each such underwriter, if any, such number of copies of such
     registration statement, each amendment and supplement thereto (in each case
     including without limitation all exhibits thereto and documents
     incorporated by reference therein) and the prospectus included in such
     registration statement (including without limitation each preliminary
     prospectus) as such Stockholders or Non-party Holders or such underwriter
     may reasonably request in order to facilitate the sale of the Registrable
     Securities;

          (d) use its reasonable best efforts to register or qualify such
     Registrable Securities under such other securities or blue sky laws of such
     jurisdictions as any seller reasonably requests and do any and all other
     acts and things which may be reasonably necessary or advisable to enable
     such seller to consummate the disposition in such jurisdictions of the
     Registrable Securities owned by such seller; provided, that the Company
     shall not be required to (1) qualify generally to do business in any
     jurisdiction where it would not otherwise be required to qualify but for
     this subsection, (2) subject itself to taxation in any such jurisdiction,
     or (3) consent to general service of process (i.e., service of process
     which is not limited solely to securities law violations) in any such
     jurisdiction;

          (e) notify each seller of such Registrable Securities, at any time
     when a prospectus relating thereto is required to be delivered under the

                                      17

<PAGE>

     1933 Act, of the happening of any event as a result of which the prospectus
     included in such registration statement contains an untrue statement of a
     material fact or omits any fact necessary to make the statements therein
     not misleading, and, at the request of any such seller, promptly prepare a
     supplement or amendment to such prospectus so that, as thereafter delivered
     to the purchasers of such Registrable Securities, such prospectus shall not
     contain an untrue statement of a material fact or omit to state any fact
     necessary to make the statements therein not misleading;

          (f) notify each seller of such Registrable Securities and, if
     requested by any such seller of Registrable Securities, confirm such notice
     in writing, (1) when the prospectus or any prospectus supplement or
     post-effective amendment included in such registration statement has been
     filed, and, with respect to any registration statement or any post-
     effective amendment thereto, when the same has become effective, (2) of any
     request by the SEC for amendments to such registration statement or
     amendments or supplements to the prospectus or for additional information
     relating thereto, (3) of the issuance by the SEC of any stop order
     suspending the effectiveness of the registration statement under the 1933
     Act or of the suspension by any state securities commission of the
     qualification of such Registrable Securities, as applicable, for offering
     or sale in any jurisdiction, or the initiation of any proceeding for any of
     the preceding purposes;

          (g) cause all such Registrable Securities to be listed on each
     securities exchange on which similar securities issued by the Company are
     then listed and, if not so listed, to be listed on the NASDAQ (or such
     other national securities exchange as the Board determines provides the
     best liquidity on which such Registrable Securities may be listed), if so
     requested by the holders of a majority of the Registrable Securities being
     sold, or if so requested by the managing underwriter of an offering
     pursuant to such registration statement;

          (h) provide a transfer agent and registrar for all such Registrable
     Securities not later than the effective date of such registration
     statement;

          (i) enter into such customary agreements (including without limitation
     underwriting agreements in customary form) and take all such other actions
     as the underwriters, if any, reasonably request in order to expedite or
     facilitate the disposition of such Registrable Securities;

          (j) make available for inspection by any seller of Registrable
     Securities, any underwriter participating in any disposition pursuant to
     such registration statement and any attorney, accountant or other agent re-

                                      18

<PAGE>

     tained by any such seller or underwriter, all financial and other records,
     pertinent corporate documents and properties of the Company, and cause the
     managers, officers, members, employees and independent accountants of the
     Company to supply all information reasonably requested by any such seller,
     underwriter, attorney, accountant or agent in connection with such
     registration statement;

          (k) otherwise use its reasonable best efforts to comply with all
     applicable rules and regulations of the SEC, and make available to its
     security holders, as soon as reasonably practicable, an earnings statement
     covering the period of at least twelve months beginning with the first day
     of the first full calendar quarter of the Company after the effective date
     of the registration statement, which earnings statement shall satisfy the
     provisions of Section 11(a) of the 1933 Act and Rule 158 promulgated
     thereunder;

          (l) permit any selling Stockholder or Non-party Holder (which
     Stockholder or Non-party Holder, in the Company's sole and exclusive
     judgment, might be deemed to be an underwriter or a controlling person of
     the Company) to participate in the preparation of such registration or
     comparable statement and to require the insertion therein of material,
     furnished to the Company in writing, which in the reasonable judgment of
     such Stockholder or Non-party Holder and its counsel should be included;

          (m) in the event of the issuance of any stop order suspending the
     effectiveness of a registration statement, or of any order suspending or
     preventing the use of any related prospectus or suspending the
     qualification of any securities included in such registration statement for
     sale in any jurisdiction, use its reasonable best efforts promptly to
     obtain the withdrawal of such order;

          (n) use its reasonable best efforts to cause such Registrable
     Securities covered by such registration statement to be registered with or
     approved by such other governmental agencies or authorities as may be
     necessary to enable the sellers thereof to consummate the disposition of
     such Registrable Securities;

          (o) obtain a "cold comfort" letter from the independent public
     accountants of the Company in customary form and covering such matters of
     the type customarily covered by "cold comfort" letters as the holders of a
     majority of the Registrable Securities being sold reasonably request;

          (p) cooperate, and cause its management to cooperate, in the selling
     effort of such offering, and, if the holders owning a majority of the
     Registrable Securities being sold in such offering reasonably request,
     coordinate and conduct a "road show" in connection with such offering; and

                                      19

<PAGE>

          (q) otherwise facilitate such registration and related offering.

          The Company may require the Stockholders or the Non-party Holders
promptly to furnish in writing to the Company such information regarding the
Stockholders' or the Non-party Holders' plan of distribution of the Registrable
Securities and other information as the Company may from time to time reasonably
request or as may be legally required in connection with such registration.

          Section 5.5  Registration Expenses. In connection with any Demand
Registration or Piggyback Registration, each selling Stockholder or Non-party
Holder shall be responsible for any underwriting discounts or commission that
may be payable in connection with the sale of its respective securities. The
Company shall pay all other expenses incurred in connection with such
registration, including without limitation (1) all filing fees with the SEC,
(2) fees and expenses of compliance with securities or blue sky laws (including
without limitation reasonable fees and disbursements of counsel in connection
with blue sky qualifications of the securities), (3) printing expenses, (4) the
fees and expenses incurred in connection with the listing of the securities,
(5) fees and expenses of counsel and independent certified public accountants
for the Company (including without limitation the expenses of any comfort
letters pursuant to Section 5.4(o) hereof), (6) the reasonable fees and expenses
of any additional experts retained by the Company in connection with such
registration and (7) fees and expenses of one counsel to the selling
Stockholders and Non-party Holders to be mutually agreed upon.

          Section 5.6  Indemnification by the Company. The Company agrees to
indemnify and hold harmless each person who participates as an underwriter,
each Stockholder and their respective partners, directors, officers and
employees and each person, if any, who controls any Stockholder or Non-party
Holder or underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

          (a) against any and all losses, liabilities, claims, damages,
     judgments and reasonable expenses whatsoever, as incurred, arising out of
     any untrue statement or alleged untrue statement of a material fact
     contained in any registration statement pursuant to which Registrable
     Securities were registered under the 1933 Act, including without limitation
     all documents incorporated therein by reference, or the omission or alleged
     omission therefrom of a material fact required to be stated therein or
     necessary to make the statements therein not misleading or arising out of
     any untrue statement or alleged untrue statement of a material fact
     contained in any prospectus, including without limitation all documents
     incorporated therein by reference, or the omission or alleged omission
     therefrom of a

                                      20

<PAGE>

     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;

          (b) against any and all losses, liabilities, claims, damages,
     judgments and reasonable expenses whatsoever, as incurred, to the extent of
     the aggregate amount paid in settlement of any litigation, investigation or
     proceeding by any governmental agency or body, commenced or threatened, or
     of any other claim whatsoever based upon any such untrue statement or
     omission, or any such alleged untrue statement or omission, if such
     settlement is effected with the written consent of the Company; and

          (c) against any and all reasonable expense whatsoever, as incurred
     (including without limitation fees and disbursements of counsel), incurred
     in investigating, preparing or defending against any litigation,
     investigation or proceeding, commenced or threatened, in each case whether
     or not such person is a party, or any claim whatsoever based upon any such
     untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under
     subparagraph (a) or (b) above;

provided, however, that this indemnity agreement (i) does not apply to any
Stockholder or Non-party Holder or underwriter with respect to any loss,
liability, claim, damage, judgment or expense to the extent arising out of any
untrue statement or alleged untrue statement of a material fact contained in any
prospectus, or the omission or alleged omission therefrom of a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in any such case made in reliance
upon and in conformity with written information furnished to the Company by such
Stockholder or Non-party Holder or underwriter expressly for use in a
registration statement (or any amendment thereto) or any prospectus (or any
amendment or supplement thereto) and (ii) shall not inure to the benefit of any
Stockholder or Non-party Holder or underwriter if a copy of the current
prospectus was not provided to a purchaser and such current prospectus would
have cured the defect giving rise to such loss, claim, damage, liability,
judgment or expense.

          Section 5.7  Indemnification by Stockholders. Each selling Stockholder
and Non-party Holder severally agrees to indemnify and hold harmless the
Company, each underwriter and the other selling Stockholders and Non-party
Holders, and each of their respective partners, directors, officers and
employees (including without limitation each officer of the Company who signed
the registration statement), and each person, if any, who controls the Company,
any underwriter or any other selling Stockholder or Non-party Holder within the
meaning of Section 15 of the 1933 Act, against any and all losses, liabilities,
claims, damages, judgments and expenses described in the indemnity contained in
Section 5.6 (provided that any settlement of the type described therein is
effected

                                      21

<PAGE>

with the written consent of such selling Stockholder or such Non-party Holder),
as incurred, but only with respect to untrue statements or alleged untrue
statements of a material fact contained in any prospectus or the omissions, or
alleged omissions therefrom of a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, in any such case made in reliance upon and in conformity with
written information furnished to the Company by such selling Stockholder or such
Non-party Holder expressly for use in such registration statement (or any
amendment thereto) or such prospectus (or any amendment or supplement thereto).

          Section 5.8  Conduct of Indemnification Proceedings. Each indemnified
party shall give reasonably prompt notice to each indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may be
sought hereunder; provided, however, that failure so to notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have under this indemnity agreement, except to the extent that the indemnifying
party is materially prejudiced by such failure to give notice. If the
indemnifying party so elects within a reasonable time after receipt of such
notice, such indemnifying party may assume the defense of such action or
proceeding at such indemnifying party's expense with counsel chosen by the
indemnifying party and approved by the indemnified party defendant in such
action or proceeding, which approval shall not be unreasonably withheld;
provided, however, that, if such indemnified party determines in good faith that
a conflict of interest exists and that therefore it is advisable for such
indemnified party to be represented by separate counsel or that, upon advice of
counsel, there may be legal defenses available to it which are different from or
in addition to those available to the indemnifying party, then the indemnifying
party shall not be entitled to assume such defense and the indemnified party
shall be entitled to separate counsel (limited in each jurisdiction to one
counsel for all underwriters and another counsel for all other indemnified
parties under this Agreement) at the indemnifying party's expense. If an
indemnifying party is not so entitled to assume the defense of such action or
does not assume such defense, after having received the notice referred to in
the first sentence of this paragraph, the indemnifying party will pay the
reasonable fees and expenses of counsel for the indemnified party (limited in
each jurisdiction to one counsel for all underwriters and another counsel for
all other indemnified parties under this Agreement). No indemnifying party will
be liable for any settlement effected without the written consent of such
indemnifying party, which consent shall not be unreasonably withheld. If an
indemnifying party is entitled to assume, and assumes, the defense of such
action or proceeding in accordance with this paragraph, such indemnifying party
shall not, except as otherwise provided in this Section 5.8, be liable for any
fees and expenses of counsel for the indemnified party incurred thereafter in
connection with such action or proceeding.

                                      22

<PAGE>

          Section 5.9  Contribution.

          (a) In order to provide for just and equitable contribution in
     circumstances in which the indemnity agreement provided for in Sections 5.6
     through 5.8 is for any reason held to be unenforceable by the indemnified
     parties although applicable in accordance with its terms in respect of any
     losses, liabilities, claims, damages, judgments and expenses suffered by an
     indemnified party referred to therein, each applicable indemnifying party,
     in lieu of indemnifying such indemnified party, shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, liabilities, claims, damages, judgments and expenses in such
     proportion as is appropriate to reflect the relative fault of the Company
     on the one hand and of the liable selling Stockholders and Non-party
     Holders (including without limitation, in each case, that of their
     respective officers, directors, employees and agents) on the other in
     connection with the statements or omissions which resulted in such losses,
     liabilities, claims, damages, judgments or expenses, as well as any other
     relevant equitable considerations. The relative fault of the Company on the
     one hand and of the liable selling Stockholders and Non-party Holders
     (including without limitation, in each case, that of their respective
     officers, directors, employees and agents) on the other shall be determined
     by reference to, among other things, whether the untrue or alleged untrue
     statement of a material fact or the omission or alleged omission to state a
     material fact relates to information supplied by the Company, on the one
     hand, or by or on behalf of the selling Stockholders and Non-party Holders,
     on the other, and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission. The amount paid or payable by a party as a result of the losses,
     liabilities, claims, damages, judgments and expenses referred to above
     shall be deemed to include, subject to the limitations set forth in
     Section 5.8, any legal or other fees or expenses reasonably incurred by
     such party in connection with investigating or defending any action or
     claim.

          (b) The parties agree that it would not be just and equitable if
     contribution pursuant to this Section 5.9 were determined by pro rata
     allocation or by any other method of allocation which does not take account
     of the equitable considerations referred to in subparagraph (a) above.
     Notwithstanding the provisions of this Section 5.9, in the case of
     distributions to the public, an indemnifying Stockholder or Non-party
     Holder shall not be required to contribute any amount in excess of the
     amount by which (A) the total price at which the Registrable Securities
     sold by such indemnifying Stockholder or Non-party Holder and its
     affiliated indemnifying Stockholders and Non-party Holders and distributed
     to the public were offered to the public exceeds (B) the amount of any
     damages which such indemnifying Stockholder or Non-party Holder has
     otherwise been required

                                      23

<PAGE>

     to pay by reason of such untrue or alleged untrue statement or omission or
     alleged omission. No person guilty of fraudulent misrepresentation (within
     the meaning of Section 11(f) of the 1933 Act) shall be entitled to
     contribution from any person who was not guilty of such fraudulent
     misrepresentation.

          (c) For purposes of Section 5.6 through this Section 5.9, each person,
     if any, who controls a Stockholder or Non-party Holder or an underwriter
     within the meaning of Section 15 of the 1933 Act (and their respective
     partners, directors, officers and employees) shall have the same rights to
     contribution as such Stockholder or Non-party Holder or underwriter; and
     each director of the Company, each officer of the Company who signed the
     registration statement, and each person, if any, who controls the Company
     within the meaning of Section 15 of the 1933 Act, shall have the same
     rights to contribution as the Company.

          Section 5.10  Participation in Underwritten Registrations. No
Stockholder or Non-party Holder may participate in any underwritten registered
offering contemplated hereunder unless such Stockholder or Non-party Holder
(a) agrees to sell its securities on the basis provided in any underwriting
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up agreements and other
documents reasonably required under the terms hereof and of such underwriting
arrangements.

          Section 5.11  Rule 144. The Company covenants that from and after an
Initial Public Offering it shall file any reports required to be filed by it
under the 1933 Act and the 1934 Act and that it shall take such further action
as the Stockholders or Non-party Holders may reasonably request, all to the
extent required from time to time to enable the Stockholders or Non-party
Holders to sell Registrable Securities without registration under the 1933 Act
within the limitation of the exemptions provided by Rule 144 under the 1933 Act,
as such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC. Upon the request of any Stockholder or Non-party
Holder, the Company shall promptly deliver to the Stockholders and Non-party
Holders a written statement as to whether it has complied with such
requirements.

          Section 5.12  Holdback Agreements.

          (a) To the extent not inconsistent with applicable law, each
     Stockholder and Non-party Holder agrees not to effect any public sale or
     distribution (including without limitation sales pursuant to Rule 144) of
     equity securities of the Company or any securities convertible into or
     exchangeable or exercisable for such securities, during the seven days
     prior to and the period of up to 180 days beginning on the effective date
     of any Demand Registration or Piggyback Registration for a public offering
     to be

                                      24

<PAGE>

     underwritten on a firm commitment basis in which Registrable Securities are
     included (except as part of such underwritten registration), unless the
     underwriters managing the registered public offering otherwise agree.

          (b) The Company agrees (1) not to effect any public sale or
     distribution (including without limitation sales pursuant to Rule 144) of
     its equity securities or any securities convertible into or exchangeable or
     exercisable for such equity securities, during the seven days prior to and
     the period of up to 180 days beginning on the effective date of any Demand
     Registration or Piggyback Registration for a public offering to be
     underwritten on a firm commitment basis in which Registrable Securities are
     included (except as part of such underwritten registration or pursuant to
     registrations on Forms S-4 or S-8 or any successor forms), unless the
     underwriters managing the registered public offering otherwise agree, and
     (2) to use its reasonable best efforts to cause each other stockholder of
     at least 5% of the Fully-Diluted Shares to agree not to effect any public
     sale or distribution (including without limitation sales pursuant to Rule
     144) of any such securities during such period (except as part of such
     underwritten registration, if otherwise permitted), unless the underwriters
     managing the registered public offering otherwise agree.

                                  ARTICLE VI

                        REPRESENTATIONS AND WARRANTIES
                        ------------------------------

          Section 6.1  Representations and Warranties of the Company. The
Company represents and warrants to each of MS, CapRe and ITT as follows:

          (a) Organization. The Company is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware.

          (b) Authority. The Company has full corporate power and authority to
     execute and deliver this Agreement and to consummate the transactions
     contemplated on its part hereby. The execution, delivery and performance by
     the Company of this Agreement and the consummation of the transactions
     contemplated hereby have been duly authorized by all necessary action on
     the part of the Company. No other action on the part of the Company is
     necessary to authorize the execution and delivery of this Agreement by the
     Company or the performance by the Company of its obligations hereunder.
     This Agreement has been duly executed and delivered by the Company and
     constitutes a legal, valid and binding agreement of the Company,
     enforceable against it in accordance with its terms, subject to applicable
     bankruptcy, insolvency, moratorium, reorganization or similar laws
     affecting creditors' rights generally and subject to general

                                      25

<PAGE>

     equitable principles (regardless of whether such enforceability is
     considered in a proceeding in equity or at law).

          (c) No Violation. The execution and delivery of this Agreement by the
     Company, the performance by the Company of its obligations hereunder and
     the consummation by the Company of the transactions contemplated hereby,
     will not (i) violate any provision of law, rule, regulation, order, writ,
     judgment, injunction, decree, determination or award applicable to the
     Company, (ii) require the consent, waiver, approval, license or
     authorization of or any filing by the Company with any governmental
     authority (other than any filings required under the 1934 Act) or (iii)
     violate, result (with or without notice or the passage of time, or both) in
     a breach of or give rise to the right to accelerate, terminate or cancel
     any obligation under or constitute (with or without notice or the passage
     of time, or both) a default under, any of the terms or provisions of any
     charter document or bylaw, agreement, note, indenture, mortgage, contract,
     order, judgment, ordinance, regulation or decree to which the Company is
     subject or by which the Company is bound and which would have a material
     adverse effect on the ability of the Company to perform its obligations
     under this Agreement.

          Section 6.2  MS Representations and Warranties. MS represents and
warrants to each of the Company, CapRe and ITT as follows:

          (a) Authority. MS has full power and authority to execute and deliver
     this Agreement and to consummate the transactions contemplated on its part
     hereby. This Agreement has been duly executed and delivered by MS and
     constitutes a legal, valid and binding agreement of MS, enforceable against
     it in accordance with its terms, subject to applicable bankruptcy,
     insolvency, moratorium, reorganization or similar laws affecting creditors'
     rights generally and subject to general equitable principles (regardless of
     whether such enforceability is considered in a proceeding in equity or at
     law).

          (b) No Violation. The execution and delivery of this Agreement by MS,
     the performance by MS of its obligations hereunder and the consummation by
     MS of the transactions contemplated hereby will not (i) violate any
     provision of law, rule, regulation, order, writ, judgment, injunction,
     decree, determination or award applicable to MS, (ii) require the consent,
     waiver, approval, license or authorization of or any filing by MS with any
     governmental authority (other than any filings required under the 1934 Act)
     or (iii) violate, result (with or without notice or the passage of time, or
     both) in a breach of or give rise to the right to accelerate, terminate or
     cancel any obligation under or constitute (with or without notice or the
     passage of time, or both) a default under, any of the terms or provi-

                                      26

<PAGE>

     sions of any charter document or bylaw, agreement, note, indenture,
     mortgage, contract, order, judgment, ordinance, regulation or decree to
     which MS is subject or by which MS is bound and which would have a material
     adverse effect on the ability of MS to perform its obligations under this
     Agreement.

          Section 6.3 CapRe Representations and Warranties. CapRe represents and
warrants to each of the Company, MS and ITT as follows:

          (a) Authority. CapRe has full power and authority to execute and
     deliver this Agreement and to consummate the transactions contemplated on
     its part hereby. This Agreement has been duly executed and delivered by
     CapRe and constitutes a legal, valid and binding agreement of CapRe,
     enforceable against it in accordance with its terms, subject to applicable
     bankruptcy, insolvency, moratorium, reorganization or similar laws
     affecting creditors' rights generally and subject to general equitable
     principles (regardless of whether such enforceability is considered in a
     proceeding in equity or at law).

          (b) No Violation. The execution and delivery of this Agreement by
     CapRe, the performance by CapRe of its obligations hereunder and the
     consummation by CapRe of the transactions contemplated hereby will not (i)
     violate any provision of law, rule, regulation, order, writ, judgment,
     injunction, decree, determination or award applicable to CapRe, (ii)
     require the consent, waiver, approval, license or authorization of or any
     filing by CapRe with any governmental authority (other than any filings
     required under the 1934 Act) or (iii) violate, result (with or without
     notice or the passage of time, or both) in a breach of or give rise to the
     right to accelerate, terminate or cancel any obligation under or constitute
     (with or without notice or the passage of time, or both) a default under,
     any of the terms or provisions of any agreement, note, indenture, mortgage,
     contract, order, judgment, ordinance, regulation or decree to which CapRe
     is subject or by which CapRe is bound and which would have a material
     adverse effect on the ability of CapRe to perform its obligations under
     this Agreement.

          Section 6.4 ITT Representations and Warranties. ITT represents and
warrants to each of the Company, MS and CapRe as follows:

          (a) Authority. ITT has full power and authority to execute and deliver
     this Agreement and to consummate the transactions contemplated on its part
     hereby. This Agreement has been duly executed and delivered by ITT and
     constitutes a legal, valid and binding agreement of ITT, enforceable
     against it in accordance with its terms, subject to applicable bankruptcy,
     insolvency, moratorium, reorganization or similar laws af-

                                      27

<PAGE>

     fecting creditors' rights generally and subject to general equitable
     principles (regardless of whether such enforceability is considered in a
     proceeding in equity or at law).

          (b) No Violation. The execution and delivery of this Agreement by ITT,
the performance by ITT of its obligations hereunder and the consummation by ITT
of the transactions contemplated hereby will not (i) violate any provision of
law, rule, regulation, order, writ, judgment, injunction, decree, determination
or award applicable to ITT, (ii) require the consent, waiver, approval, license
or authorization of or any filing by ITT with any governmental authority (other
than any filings required under the 1934 Act) or (iii) violate, result (with or
without notice or the passage of time, or both) in a breach of or give rise to
the right to accelerate, terminate or cancel any obligation under or constitute
(with or without notice or the passage of time, or both) a default under, any of
the terms or provisions of any agreement, note, indenture, mortgage, contract,
order, judgment, ordinance, regulation or decree to which ITT is subject or by
which ITT is bound and which would have a material adverse effect on the ability
of ITT to perform its obligations under this Agreement.

                                  ARTICLE VII

                              GENERAL PROVISIONS
                              ------------------

     Section 7.1 License Activities.

     (a) Notwithstanding anything to the contrary contained in this Agreement,
the Recap Agreement or the certificates of designations of any series of
preferred stock of the Company, neither the Company nor any party hereto shall,
without first obtaining the approval or consent of the FCC, take any action
pursuant to this Agreement, the Recap Agreement or the certificates of
designations of any series of preferred stock of the Company which would be
reasonably likely to cause or result in any acquisition or transfer of ownership
of the Company or its assets, assignment of any FCC License or any change of
control that would require, under then existing law (including the
Communications Act of 1934, as amended), the prior approval of the FCC;
provided, however, that the preceding clause shall not preclude any of MS, CapRe
or ITT, as the case may be, from exercising its rights under Article III of this
Agreement, Articles 5. 1 (a) and (b) of the Recap Agreement and Article IV,
Sections B(7)(d) and C(7)(d) of the Amended and Restated Certificate of
Incorporation of the Company.

     (b) In the event the FCC Approval has not been received by the Company on
or prior to October 31, 1999, the Company, promptly upon

                                      28

<PAGE>

     the request of each of ITT, MS and CapRe, shall take all actions as are
     reasonably necessary to surrender or abandon the FCC Licenses.

          Section 7.2 Termination. This Agreement shall terminate upon the
earliest to occur of

          (a) a mutual agreement among all the parties hereto to terminate this
     Agreement;

          (b) as to any of ITT, MS or CapRe, at such time as such party ceases
     to own any shares of New Series A Preferred Stock, in the case of ITT, or
     New Series B Preferred Stock, in the case of MS and CapRe, or any shares of
     New Common Stock into which such shares of New Series A Preferred Stock or
     New Series B Preferred Stock shall be converted; provided, however, that
     the provisions hereof will continue to apply to any Permitted Transferees
     of ITT, MS or CapRe even after such provisions terminate with respect to
     such parties; and

          (c) March 31, 2009.

          Section 7.3 Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties. Copies of executed
counterparts transmitted by telecopy, telefax. or other electronic transmission
service shall be considered original executed counterparts for purposes of this
Section, provided receipt of copies of such counterparts is confirmed.

          Section 7.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO THE CHOICE OF LAW PRINCIPLES THEREOF.

          Section 7.5 Entire Agreemment. Except for any agreements,
understanding, representations or warranties set forth in the Recap Agreement,
this Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and there are no agreements, understandings,
representations or warranties between the parties other than those set forth or
referred to herein. This Agreement is not intended to confer upon any person not
a party hereto (and their successors and assigns) any rights or remedies
hereunder.

          Section 7.6 Specific Performance. The parties hereto each acknowledge
that, in view of the uniqueness of arrangements contemplated by this Agreement,
the parties hereto would not have an adequate remedy at law for money damages in
the event that this Agreement were not performed in accordance with its terms,
and therefore agree that the parties hereto shall be entitled to

                                      29

<PAGE>

specific enforcement of the terms hereof in addition to any other remedy to
which the parties hereto may be entitled at law or in equity.

          Section 7.7 Notices. All notices, requests, demands or other
communications required by or otherwise with respect to this Agreement shall be
in writing and shall be deemed to have been duly given to any party when
delivered by hand, by messenger, or by a nationally recognized overnight
delivery company, when delivered by telecopy and confirmed by return telecopy,
or when delivered by first-class mail, postage prepaid and return receipt
requested, in each case to the applicable addresses set forth below (or such
other addresses as a party may designate by written notice to each other party).

          (a) Notices to the Company shall be addressed to:

                    EarthWatch Incorporated
                    1900 Pike Road
                    Longmont, Colorado 80501-6700
                    Telecopy: (303) 682-3808
                    Attention: Herbert F. Satterlee, III

          with a copy to:

                    Cooley Godward LLP
                    2595 Canyon Boulevard, Suite 250
                    Boulder, Colorado 80302-6737
                    Telecopy: (303) 546-4099
                    Attention: James C.T. Linfield, Esq.

          (b) Notices to MS shall be addressed to:

                    Morgan Stanley & Co., Incorporated
                    1585 Broadway
                    New York, New York 10036
                    Telecopy: (212) 761-0672
                    Attention: Michael Petrick

          with a copy to:

                    Wachtell, Lipton, Rosen & Katz
                    51 West 52nd Street
                    New York, New York 10019
                    Telecopy: (212) 403-2000
                    Attention: Scott K. Charles, Esq.

                                      30

<PAGE>

          (c) Notices to CapRe shall be addressed to:

                    Capital Research and Management Company
                    11100 Santa Monica Blvd., Suite 1500
                    Los Angeles, California 90025
                    Telecopy: (310) 996-6022
                    Attention: David Daigle

          with a copy to:

                    Wachtell, Lipton, Rosen & Katz
                    51 West 52nd Street
                    New York, New York 10019
                    Telecopy: (212) 403-2000
                    Attention: Scott K. Charles, Esq.

          (d) Notices to ITT shall be addressed to:

                    ITT Industries, Inc.
                    4 West Red Oak Lane
                    White Plains, New York 10604
                    Telecopy: (914) 696-2963
                    Attention: Martin Kamber

          with a copy to:

                    Simpson Thacher & Bartlett
                    425 Lexington Avenue
                    New York, New York 10017
                    Telecopy: (212) 455-2502
                    Attention: Gary L. Sellers, Esq.

          Section 7.8 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors; provided, however, that except as set forth in the next sentence, no
party may assign its rights and obligations hereunder. Each party may assign its
rights and obligations hereunder to one or more majority-owned, direct or
indirect subsidiaries or other Affiliates.

          Section 7.9 Headings. The Section, Article and other headings
contained in this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement. All references
to Sections or Articles contained herein mean Sections or Articles of this
Agreement unless otherwise stated.

                                      31

<PAGE>

          Section 7.10 Amendments and Waivers. This Agreement may not be
modified or amended except by an instrument or instruments in writing signed by
the parties against whom enforcement of any such modification or amendment is
sought; provided, however, that the provisions set forth in Article V may be
amended by an instrument or instruments in writing signed by a majority of the
holders of the shares of each of the Series A Preferred Stock, the Series B
Preferred Stock and the Series C Preferred Stock. Any party hereto may, only by
an instrument in writing, waive compliance by the other parties hereto with any
term or provision hereof on the part of such other parties hereto to be
performed or complied with. The waiver by any party hereto of a breach of any
term or provision hereof shall not be construed as a waiver of any subsequent
breach.

          Section 7.11 Interpretation; Absence of Presumption.

          (a) For the purposes hereof, (i) words in the singular shall be held
     to include the plural and vice versa and words of one gender shall be held
     to include the other gender as the context requires, (ii) the terms
     "hereof," "herein," and "herewith" and words of similar import shall,
     unless otherwise stated, be construed to refer to this Agreement as a whole
     and not to any particular provision of this Agreement, and Article, Section
     and paragraph references are to the Articles, Sections and paragraphs to
     this Agreement unless otherwise specified, (iii) the word "including" and
     words of similar import when used in this Agreement shall mean "including,
     without limitation," unless the context otherwise requires or unless
     otherwise specified, (iv) the word "or" shall not be exclusive, and (v)
     provisions shall apply, when appropriate, to successive events and
     transactions.

          (b) This Agreement shall be construed without regard to any
     presumption or rule requiring construction or interpretation against the
     party drafting or causing any instrument to be drafted.

          Section 7.12 Severability. Any provision hereof which is invalid or
unenforceable shall be ineffective to the extent of such invalidity or
unenforceability, without affecting in any way the remaining provisions hereof.

          Section 7.13 Further Assurances. The parties hereto agree that, from
time to time, each of them will, and will cause their respective Affiliates to,
execute and deliver such further instruments and take such other action as may
be necessary to carry out the purposes and intents hereof.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      32

<PAGE>

          IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.


                                      EARTHWATCH INCORPORATED

                                      By:    /S/ Herbert F. Satterlee
                                         ---------------------------------------
                                          Name:  Herbert F. Satterlee
                                          Title: President and CEO


                                      MORGAN STANLEY & CO., INCORPORATED

                                      By:    /S/ Michael Petrick
                                         ---------------------------------------
                                          Name:  Michael Petrick
                                          Title: Managing Director


                                      AMERICAN HIGH-INCOME TRUST
                                      By Capital Research and Management Company

                                      By:   /S/ Paul G. Haaga, Jr.
                                         ---------------------------------------
                                          Name:  Paul G. Haaga, Jr.
                                          Title: Executive Vice President


                                      AMERICAN VARIABLE INSURANCE SERIES ASSET
                                      ALLOCATION FUND
                                      By Capital Research and Management Company

                                      By:    /S/ Paul G. Haaga
                                         ---------------------------------------
                                          Name:  Paul G. Haaga
                                          Title: Executive Vice President


                                      AMERICAN VARIABLE INSURANCE SERIES BOND
                                      FUND
                                      By Capital Research and Management Company

                                      By:    /S/ Paul G. Haaga
                                         ---------------------------------------
                                          Name:  Paul G. Haaga
                                          Title: Executive Vice President


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

                                      AMERICAN VARIABLE INSURANCE SERIES HIGH-
                                      YIELD BOND FUND
                                      By Capital Research and Management Company

                                      By:    /S/ Paul G. Haaga, Jr.
                                         ---------------------------------------
                                          Name:  Paul G. Haaga, Jr.
                                          Title: Executive Vice President


                                      THE BOND FUND OF AMERICA, INC.
                                      By Capital Research and Management Company

                                      By:    /S/ Paul G. Haaga, Jr.
                                         ---------------------------------------
                                          Name:  Paul G. Haaga, Jr.
                                          Title: Executive Vice President


                                      ITT INDUSTRIES, INC.

                                      By:
                                         ---------------------------------------
                                          Name:
                                          Title:


                                      ------------------------------------------


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

          IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.


                                      EARTHWATCH INCORPORATED

                                      By:
                                         ------------------------------
                                         Name:
                                         Title:

                                      MORGAN STANLEY & CO., INCORPORATED

                                      By:
                                         ------------------------------
                                         Name:
                                         Title:


                                      CAPITAL RESEARCH AND MANAGEMENT
                                        COMPANY

                                      By:
                                         ------------------------------
                                         Name:
                                         Title:


                                      ITT INDUSTRIES, INC.

                                      By:    /S/ Martin Kamber
                                         ------------------------------
                                         Name:  Martin Kamber
                                         Title: Senior Vice President


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

                                      AMERICAN VARIABLE INSURANCE SERIES HIGH-
                                      YIELD BOND FUND
                                      By Capital Research and Management Company

                                      By:
                                         ---------------------------------------
                                          Name:
                                          Title:


                                      THE BOND FUND OF AMERICA, INC.
                                      By Capital Research and Management Company

                                      By:
                                         ---------------------------------------
                                          Name:
                                          Title:


                                      ITT INDUSTRIES, INC.

                                      By:
                                         ---------------------------------------
                                          Name:
                                          Title:


                                      BALL TECHNOLOGIES HOLDINGS CORP.
                                      ------------------------------------------


                                      By:    /S/ Donald W. Vanlandingham
                                         ---------------------------------------
                                          Name:  Donald W. Vanlandingham
                                          Title: President


                                      ------------------------------------------

                                      By:
                                         ---------------------------------------
                                          Name:
                                          Title:


                                      ------------------------------------------

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of the
parties hereto as of the day first above written.


                                      EARTHWATCH INCORPORATED

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      MORGAN STANLEY & CO., INCORPORATED

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      CAPITAL RESEARCH AND MANAGEMENT COMPANY,
                                       for the benefit of American High-Income
                                       Trust, American Variable Insurance Series
                                       High-Yield Bond Fund and Bond Fund of
                                       America, Inc.

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      ITT INDUSTRIES, INC.

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      SERIES C PREFERRED STOCKHOLDER
                                      Alta V Limited Partnership
                                      By: Alta V Management Partners, L.P.

                                      By: /s/ [ SIGNATURE ILLEGIBLE]^^
                                         ---------------------------------------
                                                     General Partner


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER
                                 Customs House Partners

                               By: /s/ [SIGNATURE ILLEGIBLE]^^
                                  -----------------------------
                                     Under Power of Attorney


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER

                               By: /s/ Amedeo Natali
                                  -----------------------------
                                  Name:  Amedeo Natali
                                  Title: Director General Telespazio S.P.A.


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]


<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER
                                 CEDC & Co. c/o Bankers Trust DTC #903 on behalf
                                 of CM Capital for benefit of LA Fire & Police

                               By:
                                  -----------------------------
                                  Name:  Jeff Donohue
                                  Title: Asst Treasurer
                                         B7 Sepuiues TN


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER

                               By: /s/ [SIGNATURE ILLEGIBLE]^^
                                  -----------------------------
                                  Name:  [ILLEGIBLE COPY]
                                  Title: General Partner


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  --------------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER

                               By: /s/ Williams Jones
                                  --------------------------------
                                  Name:
                                  Title: President of Williams Jones &
                                         Assoc. Inc discretionary manager
                                         of PDC Fund


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  --------------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER

                               By: /s/ Rafael Fogul
                                  --------------------------------
                                  Name: Rafael Fogul
                                  Title: Authorized Agent


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  --------------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER
                                 Oppenheimer Strategic Income Fund

                               By: /s/ David Negri
                                  --------------------------------
                                  Name: David Negri
                                  Title: Vice President


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER
                                 Oppenheimer High Yield Fund

                               By: /s/ David Negri
                                  -----------------------------
                                  Name:  David Negri
                                  Title: Vice President


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER
                                 Oppenheimer Champion Income Fund

                               By: /s/ David Negri
                                  -----------------------------
                                  Name:  David Negri
                                  Title: Vice President


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER
                                 Oppenheimer Strategic Bond Fund for its
                                 Variable Accounts Funds

                               By: /s/ David Negri
                                  -----------------------------
                                  Name:  David Negri
                                  Title: Vice President


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

                             SERIES C PREFERRED STOCKHOLDERS

                             Morgan Guaranty Trust Company of New York,
                              as Trustee of the Commingled Pension Trust Fund
                              (Multi-Market Special Investment Fund II)
                              of Morgan Guaranty Trust Company of New York

                             By: /s/ Robert B. Ross
                                --------------------------------
                                Name: Robert B. Ross
                                Title: Vice President

                             Morgan Guaranty Trust Company of New York,
                              as Investment Manager and Agent for The Alfred P.
                              Sloan Foundation (Multi-Market Account)

                             By: /s/ Robert B. Ross
                                --------------------------------
                                Name: Robert B. Ross
                                Title: Vice President

                             Morgan Guaranty Trust Company of New York,
                              as Trustee of the Multi-Market Special Investment
                              Trust Fund of Morgan Guaranty Trust Company
                              of New York

                             By: /s/ Robert B. Ross
                                --------------------------------
                                Name: Robert B. Ross
                                Title: Vice President


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]
<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER

                               By: /s/ Gerald B. Untomor
                                  -----------------------------
                                  Name:  Gerald B. Untomor
                                  Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                            By:
                               ------------------------------------------
                               Name:
                               Title:

                             MORGAN STANLEY & CO., INCORPORATED

                             By:
                                ------------------------------------------
                                Name:
                                Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                             By:
                                -------------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                -------------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By: /s/ Alexander S. Lushtak
                                -------------------------------------------
                                Name:  Alexander S. Lushtak
                                Title: Individual


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER
                                 Alta V Limited Partnership

                               By: Alta V Management Partners, L.P.

                               By: /s/ [SIGNATURE ILLEGIBLE]^^
                                  -----------------------------
                                         General Partner


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                            By:
                               -----------------------------------------
                               Name:
                               Title:

                             MORGAN STANLEY & CO., INCORPORATED

                            By:
                               -----------------------------------------
                               Name:
                               Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ Andrew Hoffman
                                ----------------------------------------
                                Name:  Andrew Hoffman
                                Title: Informaton Systems Manager


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                            By:
                               -----------------------------------------
                               Name:
                               Title:

                             MORGAN STANLEY & CO., INCORPORATED

                            By:
                               -----------------------------------------
                               Name:
                               Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ Blaine Blaesing
                                ----------------------------------------
                                Name:  Blaine Blaesing
                                Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                            By:
                               -----------------------------------------
                               Name:
                               Title:

                             MORGAN STANLEY & CO., INCORPORATED

                            By:
                               -----------------------------------------
                               Name:
                               Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ Cheih Chang
                                ----------------------------------------
                                Name:  Chieh Chang
                                Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>


        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                            By:
                               -----------------------------------------
                               Name:
                               Title:

                             MORGAN STANLEY & CO., INCORPORATED

                            By:
                               -----------------------------------------
                               Name:
                               Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ David W. Thompson
                                ----------------------------------------
                                Name:  David W. Thompson
                                Title: CEO and President


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER
                                 Customs House Partners

                               By: /s/ Elaine Walker
                                  -----------------------------
                                     Under Power of Attorney


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                             By:
                                -----------------------------------------
                               Name:
                               Title:

                             MORGAN STANLEY & CO., INCORPORATED

                             By:
                                -----------------------------------------
                               Name:
                               Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                             By:
                                -----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                -----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER
                               Datron/Transco Inc.

                             By:     /s/ William L. Stephan
                                -----------------------------------------
                                Name:  William L. Stephan
                                Title: Secretary/Treasurer


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                             By:
                                ----------------------------------------
                               Name:
                               Title:

                             MORGAN STANLEY & CO., INCORPORATED

                             By:
                                ----------------------------------------
                               Name:
                               Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ David J. Pabley 3/31/1999
                                ----------------------------------------
                                Name:  David J. Pabley
                                Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER

                               By: /s/ Debbie Foudray
                                  -----------------------------
                                  Name:  Debbie Foudray
                                  Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER

                               By: /s/ Debra J. Heimmermann
                                  -----------------------------
                                  Name:  Debra J. Heimmermann
                                  Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                             By:
                                ----------------------------------------
                               Name:
                               Title:

                             MORGAN STANLEY & CO., INCORPORATED

                             By:
                                ----------------------------------------
                               Name:
                               Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ Denise J. Winslow
                                ----------------------------------------
                                Name:  Denise J. Winslow
                                Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER

                               By: /s/ Donald H. Ferguson
                                  -----------------------------
                                  Name:  Donald H. Ferguson
                                  Title: Shareholder


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                            EARTHWATCH INCORPORATED

                            By:
                               -----------------------------------------
                               Name:
                               Title:

                            MORGAN STANLEY & CO., INCORPORATED

                            By:
                               -----------------------------------------
                               Name:
                               Title:

                            CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                            By:
                               ----------------------------------------
                               Name:
                               Title:

                            ITT INDUSTRIES, INC.

                            By:
                               ----------------------------------------
                               Name:
                               Title:

                            SERIES C PREFERRED STOCKHOLDER

                            By:     /s/ Donovan B. Hicks
                               ----------------------------------------
                               Name:  Donovan B. Hicks
                               Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             MORGAN STANLEY & CO., INCORPORATED

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                               benefit of American High-Income Trust, American
                               Variable Insurance Series High-Yield Bond Fund
                               and Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ Douglas B. Gerull
                                ----------------------------------------
                                Name:  Douglas B. Gerull
                                Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             MORGAN STANLEY & CO., INCORPORATED

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                               benefit of American High-Income Trust, American
                               Variable Insurance Series High-Yield Bond Fund
                               and Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ Earl D. McNamee
                                ----------------------------------------
                                Name:  Earl D. McNamee
                                Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>


        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             MORGAN STANLEY & CO., INCORPORATED

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                               benefit of American High-Income Trust, American
                               Variable Insurance Series High-Yield Bond Fund
                               and Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ Robert R. Tillman
                                ----------------------------------------
                                Name:  Robert R. Tillman, as trustee
                                       of the Alexander S. Lushtak
                                       Gift Trust dated 11/20/92
                                Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]
<PAGE>


        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                             By:
                                ---------------------------------------
                                Name:
                                Title:

                             MORGAN STANLEY & CO., INCORPORATED

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ Eric Parker
                                ----------------------------------------
                                Name:  Eric Parker
                                Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER

                               By: /s/ G. Richard Wirtenson

                               By: /s/ Helen M. Wirtenson
                                  -----------------------------
                                  Names: G. Richard Wirtenson
                                         Helen M. Wirtenson
                                  Title: Trustees of the Wirtenson
                                         Family Trust


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>


        IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                             EARTHWATCH INCORPORATED

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             MORGAN STANLEY & CO., INCORPORATED

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the
                              benefit of American High-Income Trust, American
                              Variable Insurance Series High-Yield Bond Fund and
                              Bond Fund of America, Inc.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             ITT INDUSTRIES, INC.

                             By:
                                ----------------------------------------
                                Name:
                                Title:

                             SERIES C PREFERRED STOCKHOLDER

                             By:     /s/ Gordon Yue 3/31/99
                                ----------------------------------------
                                Name:  Gordon Yue
                                Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]

<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.


                               EARTHWATCH INCORPORATED

                               By:
                                  ---------------------------
                                  Name:
                                  Title:


                               MORGAN STANLEY & CO., INCORPORATED

                               By:
                                  ----------------------------
                                  Name:
                                  Title:


                               CAPITAL RESEARCH AND MANAGEMENT
                                 COMPANY, for the benefit of American
                                 High-Income Trust, American Variable Insurance
                                 Series High-Yield Bond Fund and Bond Fund of
                                 America, Inc.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               ITT INDUSTRIES, INC.

                               By:
                                  -----------------------------
                                  Name:
                                  Title:


                               SERIES C PREFERRED STOCKHOLDER

                               By: /s/ Gregory P. Lim
                                  -----------------------------
                                  Name:  Gregory P. Lim
                                  Title:


                  [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]