<PAGE>   1
                                                                 EXHIBIT 10.1
                                                              (without exhibits)


                                      NOTE

        THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
        EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED. THE NOTE MAY NOT BE OFFERED,
        RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT
        PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No. ___________                                                  US $325,000.00

                                   ESAT, INC.

                       8% SECURED NOTE DUE APRIL 30, 2001

      THIS Note is one of a duly authorized issue of up to $325,000 of ESAT,
INC., a corporation organized and existing under the laws of the State of Nevada
(the "Company") designated as its 8% Secured Notes.

        FOR VALUE RECEIVED, the Company promises to pay to WENTWORTH LLC, the
registered holder hereof (the "Holder"), the principal sum of Three Hundred
Twenty-Five Thousand Dollars (US $325,000.00) on April 30, 2001 and to pay
interest on the principal sum outstanding from time to time in arrears on April
30, 2001 (the "Maturity Date"), at the rate of 8% per annum accruing from the
date of initial issuance of this Note (the "Issue Date"). Accrual of interest
shall commence on the first such business day to occur after the date hereof and
shall continue until payment in full of the principal sum has been made or duly
provided for. The principal of, and interest on, this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, at the address last
appearing on the Note Register of the Company as designated in writing by the
Holder from time to time. The Company will pay the principal of and interest
upon this Note on the Maturity Date, less any amounts required by law to be
deducted, to the registered holder of this Note as of the tenth day prior to the
Maturity Date and addressed to such holder at the last address appearing on the
Note Register. The forwarding of such check shall constitute a payment of
principal and interest hereunder and shall satisfy and discharge the liability
for principal and interest on this Note to the extent of the sum represented by
such check plus any amounts so deducted.

        This Note is subject to the following additional provisions:

        1. This Note is issuable in denominations of Ten Thousand Dollars
(US$10,000) and integral multiples thereof at the request of the holder. This
Note is exchangeable for an equal aggregate principal amount of Notes of
different authorized denominations, as requested by the Holder surrendering the
same. No service charge will be made for such registration or transfer or
exchange.

<PAGE>   2

        2. The Company shall be entitled to withhold from all payments of
principal of, and interest on, this Note any amounts required to be withheld
under the applicable provisions of the United States income tax laws or other
applicable laws at the time of such payments, and Holder shall execute and
deliver all required documentation in connection therewith.

        3. This Note has been issued subject to investment representations of
the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws. In the event of any proposed
transfer of this Note, the Company may require, prior to issuance of a new Note
in the name of such other person, that it receive reasonable transfer
documentation including legal opinions that the issuance of the Note in such
other name does not and will not cause a violation of the Act or any applicable
state or foreign securities laws. Prior to due presentment for transfer of this
Note, the Company and any agent of the Company may treat the person in whose
name this Note is duly registered on the Company's Note Register as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the Company nor any
such agent shall be affected by notice to the contrary.

        4. No provision of this Note shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Note at the time, place, and rate, and in the coin or
currency, herein prescribed. This Note is a direct obligation of the Company.

        5. No recourse shall be had for the payment of the principal of, or the
interest on, this Note, or for any claim based hereon, or otherwise in respect
hereof, against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

        6. The Holder of the Note, by acceptance hereof, agrees that this Note
is being acquired for investment and that such Holder will not offer, sell or
otherwise dispose of this Note except under circumstances which will not result
in a violation of the Act or any applicable state Blue Sky or foreign laws or
similar laws relating to the sale of securities. The exercise by Holder of or
failure to so exercise any authority granted herein shall in no manner affect
Company's liability to Holder, and provided, further, that Holder shall be under
no obligation or duty to exercise any of the powers hereby conferred upon them
and they shall be without liability for any act or failure to act in connection
with the collection of, or the preservation of, any rights under any of the
Collateral.

        7. This Note shall be governed by and construed in accordance with the
laws of the State of California. Each of the parties consents to the
jurisdiction of the federal courts whose districts encompass any part of the
City of Los Angeles or the state courts of the State of California sitting in
the City of Los Angeles in connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent permitted by law, any
objection,



                                       2
<PAGE>   3

including any objection based on forum non coveniens, to the bringing of any
such proceeding in such jurisdictions.

        8. The following shall constitute an "Event of Default":

               a.     The Company shall default in the payment of principal or
                      interest on this Note and same shall continue for a period
                      of five (5) days; or

               b.     Any of the representations or warranties made by the
                      Company herein, or in any certificate or financial or
                      other written statements heretofore or hereafter furnished
                      by the Company in connection with the execution and
                      delivery of this Note or the Annex hereto shall be false
                      or misleading in any material respect at the time made; or

               c.     The Company shall fail to perform or observe, in any
                      material respect, any other covenant, term, provision,
                      condition, agreement or obligation of this Note, the Annex
                      hereto, and any prior Securities Purchase Agreement,
                      Registration Rights Agreement, and other agreements
                      entered into in connection therewith ("Prior Agreement")
                      between the Company and the Holder, or any affiliate of
                      the Holder, as more specifically set forth in the
                      Settlement Agreement and Release of even date herewith,
                      and such failure shall continue uncured for a period of
                      ten (10) days after written notice from the Holder of such
                      failure; or

               d.     The Company shall fail to perform or observe, in any
                      material respect, any covenant, term, provision,
                      condition, agreement or obligation of the Company, and
                      such failure shall continue uncured for a period of thirty
                      (30) days after written notice from the Holder of such
                      failure; or

               e.     The Company shall (1) admit in writing its inability to
                      pay its debts generally as they mature; (2) make an
                      assignment for the benefit of creditors or commence
                      proceedings for its dissolution; or (3) apply for or
                      consent to the appointment of a trustee, liquidator or
                      receiver for its or for a substantial part of its property
                      or business; or

               f.     A trustee, liquidator or receiver shall be appointed for
                      the Company or for a substantial part of its property or
                      business without its consent and shall not be discharged
                      within ninety (90) days after such appointment; or

               g.     Any governmental agency or any court of competent
                      jurisdiction at the instance of any governmental agency
                      shall assume custody or control of the whole or any
                      substantial portion of the properties or assets of the
                      Company and shall not be dismissed within ninety (90) days
                      thereafter; or



                                       3
<PAGE>   4

               h.     Any money judgment, writ or warrant of attachment, or
                      similar process in excess of Two Hundred Thousand
                      ($200,000) Dollars in the aggregate shall be entered or
                      filed against the Company or any of its properties or
                      other assets and shall remain unpaid, unvacated, unbonded
                      or unstayed for a period of ninety (90) days or in any
                      event later than five (5) days prior to the date of any
                      proposed sale thereunder; or

               i.     Bankruptcy, reorganization, insolvency or liquidation
                      proceedings or other proceedings for relief under any
                      bankruptcy law or any law for the relief of debtors shall
                      be instituted by or against the Company and, if instituted
                      against the Company, shall not be dismissed within ninety
                      (90) days after such institution or the Company shall by
                      any action or answer approve of, consent to, or acquiesce
                      in any such proceedings or admit the material allegations
                      of, or default in answering a petition filed in any such
                      proceeding; or

               j.     The Company shall have its Common Stock suspended or
                      delisted from an exchange or over-the-counter market from
                      trading for in excess of two trading days.

Then, or at any time thereafter, and in each and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
shall not be deemed to be a waiver of any subsequent default) at the option of
the Holder and in the Holder's sole discretion, the Holder may consider this
Note immediately due and payable within five (5) days of notice, without
presentment, demand, protest or notice of any kinds, all of which are hereby
expressly waived, anything herein or in any note or other instruments contained
to the contrary notwithstanding, and the Holder may immediately enforce any and
all of the Holder's rights and remedies provided herein or any other rights or
remedies afforded by law.

        9. When Company is in default of this Note, the entire unpaid balance of
interest and principal of this Note shall become immediately due and payable
upon written notice to Company by Holder. Upon failure to make any payment of
any installment of principal or interest when due hereunder, Company further
promises to pay, automatically on all installments of principal and interest
which are not timely paid when due and on the then outstanding principal
balance, additional interest in addition to the rate set forth hereinabove, so
that interest will then accrue at a rate equal to Twelve Percent (12%).

        10. Any interest rate provided for hereunder which exceeds the maximum
rate provided by applicable law shall instead be deemed to be such maximum rate
and any interest in excess of such maximum rate paid to Holder shall be applied
to reduce the principal balance of this Note so that in no event shall Holder
receive or be entitled to receive interest in excess of the maximum amount
permitted by applicable law.



                                       4
<PAGE>   5
        11. Nothing contained in this Note shall be construed as conferring upon
the Holder the right to vote or to receive dividends or to consent or receive
notice as a shareholder in respect of any meeting of shareholders or any rights
whatsoever as a shareholder of the Company, unless and to the extent converted
in accordance with the terms hereof.

        12. The obligation of the Company for payment of principal, interest and
all other sums hereunder is secured by Security Interest Provisions between the
Company and the Holder as set forth in the Annex hereto.

        13. The Company and the Holder hereby waive a trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other in respect of any matter arising out of or in connection with
the Note.

        14. In the event that any action is taken by Company or Holder in
connection with this Note, or any related document or matter, the losing party
in such legal action, in addition to such other damages as he or it may be
required to pay, shall pay reasonable attorneys' fees to the prevailing party.

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: January 24, 2001


                                        ESAT, INC.


                                        By: /s/  CHESTER L. NOBLETT, JR.
                                           -------------------------------------

                                          Chester L. Noblett, Jr.
                                        ----------------------------------------
                                        (Print Name)

                                          CEO
                                        ----------------------------------------
                                        (Title)



                                       5

<PAGE>   6

                                                           ANNEX TO SECURED NOTE


                          SECURITY INTEREST PROVISIONS

        For purposes of this ANNEX, the terms "Company" and "Holder" have the
meanings ascribed to them in the Note to which this Annex is attached.

        Unless otherwise specified, all capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Note.

        Section 1. The Security Interests.

        (A) In order (i) to secure the due and punctual fulfillment of its
obligations, advances, interest or other rights under the Note, or any other
Prior Agreements and all other documentation and instruments reflecting the
obligations of the Company to the Holder heretofore or hereafter delivered by
the Company (collectively, the "Company Agreements"), and (ii) to secure any and
all other obligations of the Company to the Holder, whether now existing or
hereafter arising (all of the foregoing hereinafter called "Obligations"), the
Company hereby grants, conveys, transfers and assigns to the Holder a continuing
security interest in the following described fixtures and personal property
(hereinafter collectively called the "Collateral"):

        All assets and properties of whatever kind and description, including
        intellectual property, now or hereafter owned by the Company and all
        accessions, additions or improvements to, all replacements,
        substitutions and parts for, and all proceeds and products of the
        foregoing; all bank and securities accounts of any kind or nature; all
        books, records and documents relating to the foregoing located at the
        principal place of business or any other place of business of the
        Company, or at such other location as the business may hereafter be
        located, or held by any agent, representative or bailee of the Company
        wherever located, together with a perpetual irrevocable license to
        Holder and any successor to copy, utilize, install and otherwise use any
        intellectual property of Company, and all accessions, additions or
        improvements useful or necessary in connection with the installation,
        use, configuration, maintenance or operation of the Collateral.

        (B) The security interests granted pursuant to this Section 1 (the
"Security Interests") are granted as security only and shall not subject the
Holder to, or transfer or in any way affect or modify, any obligation or
liability of the Company under any of the Collateral or any transaction which
gave rise thereto.

        Section 2. Filing; Further Assurances.

        (A) The Company will, at its expense, cause to be searched the public
records with respect to the Collateral and will execute, deliver, file and
record (in such manner and form as the Holder may require), or permit the Holder
to file and record, any financing statements, any

<PAGE>   7

carbon, photographic or other reproduction of a financing statement or this
Security Agreement (which shall be sufficient as a financing statement
hereunder), any specific assignments or other paper that may be reasonably
necessary or desirable, or that the Secured Party may request, in order to
create, preserve, perfect or validate any Security Interest or to enable the
Holder to exercise and enforce its rights hereunder with respect to any of the
Collateral. Effective upon the existence of an Company Event of Default (as
defined below), the Company hereby appoints Holder as Company's attorney-in-fact
to execute in the name and behalf of Company such additional financing
statements as Holder may request.

        (B) Solely for administrative convenience and not for any other purpose,
each Holder has designated Krieger & Prager as agent for the Holder for purposes
of execution of and identification on any financing statement or similar
instrument referring to or describing the Collateral. Such designation shall
remain in effect until canceled by such Holder; provided, however, that such
cancellation shall not affect the validity of any action theretofore taken by
such agent pursuant to this provision. The Company acknowledges and agrees to
honor such designation.

        Section 3. Representations and Warranties of Company. The Company hereby
represents and warrants to the Holder (a) that, except as described in Exhibit A
attached hereto, the Company is, or to the extent that certain of the Collateral
is to be acquired after the date hereof, will be, the owner of the Collateral
free from any adverse lien, security interest or encumbrance; (b) that except
for such financing statements as may be described on Exhibit A attached hereto
and made a part hereof, no financing statement covering the Collateral is on
file in any public office, other than the financing statements filed pursuant to
this Security Agreement; (c) that all additional information, representations
and warranties contained in Exhibit B attached hereto and made a part hereof are
true, accurate and complete on the date hereof.

        Section 4. Covenants of Company. The Company hereby covenants and agrees
with the Holder that the Company (a) will, at the Company's sole cost and
expense, defend the Collateral against all claims and demands of all persons at
any time claiming any interest therein junior to the Holder's interest; (b) will
provide the Holder with prompt written notice of (i) any change in the chief
executive officer of the Company or the office where the Company maintains its
books and records pertaining to the Collateral; (ii) the movement or location of
all or a material part of the Collateral to or at any address other than as set
forth in said Exhibit B; and (iii) any facts which constitute an Company Event
of Default, or which, with the giving of notice and/or the passage of time,
could or would constitute an Company Event of Default, pursuant to Section 7
below; (c) will promptly pay any and all taxes, assessments and governmental
charges upon the Collateral prior to the date penalties are attached thereto,
except to the extent that such taxes, assessments and charges shall be contested
in good faith by the Company; (d) will immediately notify the Holder of any
event causing a substantial loss or diminution in the value of all or any
material part of the Collateral and the amount or an estimate of the amount of
such loss or diminution; (e) will have and maintain adequate insurance at all
times with respect to the Collateral against risks of fire (including so-called
extended coverage) and theft, and such other risks as are customary in the
Company's industry for the respective items included in the Collateral, such
insurance to be payable to the Holder and the Company as their respective
interests may appear, and shall provide for a minimum of ten (10) days prior
written notice of



                                       2.
<PAGE>   8

cancellation to the Holder, and Company shall furnish the Secured Party with
certificates or other evidence satisfactory to the Holder of compliance with the
foregoing insurance provisions; (f) will not sell or offer to sell or otherwise
assign, transfer or dispose of the Collateral or any interest therein, without
the prior written consent of the Holder, except in the ordinary course of
business; (g) will keep the Collateral free from any adverse lien, security
interest or encumbrance (except for encumbrances specified in Exhibit B attached
hereto) and in good order and repair, reasonable wear and tear excepted, and
will not waste or destroy the Collateral or any part thereof; and (h) will not
use the Collateral in material violation of any statute or ordinance the
violation of which could materially and adversely affect the Company's business.

        Section 5. Records Relating To Collateral. The Company will keep its
records concerning the Collateral at its offices designated in Exhibit B or at
such other place or places of business of which the Holder shall have been
notified in writing no less than ten (10) days prior thereto. The Company will
hold and preserve such records and chattel paper and will permit representatives
of the Holder at any time during normal business hours upon reasonable notice to
examine and inspect the Collateral and to make abstracts from such records and
chattel paper, and will furnish to the Holder such information and reports
regarding the Collateral as the Holder may from time to time reasonably request.

        Section 6. General Authority. The Company hereby appoints the Holder the
Company's lawful attorney, with full power of substitution, in the name of the
Company, for the sole use and benefit of the Holder, but at the Company's
expense, to exercise, all or any of the following powers with respect to all or
any of the Collateral during the existence of any Company Event of Default:

        (a) to demand, sue for, collect, receive and give acquittance for any
and all monies due or to become due;

        (b) to receive, take, endorse, assign and deliver all checks, notes,
drafts, documents and other negotiable and non- negotiable instruments and
chattel paper taken or received by the Holder;

        (c) to settle, compromise, prosecute or defend any action or proceeding
with respect thereto;

        (d) to sell, transfer, assign or otherwise deal in or with the same or
the proceeds thereof or the related goods securing the Collateral, as fully and
effectually as if the Holder were the sole and absolute owner thereof;

        (e) to extend the time of payment of any or all thereof and to make any
allowance and other adjustments with reference thereto; and

        (f) to discharge any taxes, liens, security interests or other
encumbrances at any time placed thereon;

provided that the Holder shall give the Company not less than ten (10) days
prior written notice of the time and place of any sale or other intended
disposition of any of the Collateral.



                                       3.
<PAGE>   9

        The exercise by Holder of or failure to so exercise any authority
granted herein shall in no manner affect Company's liability to Holder, and
provided, further, that Holder shall be under no obligation or duty to exercise
any of the powers hereby conferred upon them and they shall be without liability
for any act or failure to act in connection with the collection of, or the
preservation of, any rights under any of the Collateral.

        Section 7. Company Events of Default. The Company shall be in default
under this Security Agreement upon the occurrence of any of the following events
(a "Company Event of Default"):

               (i)    if any representation or warranty made by the Company in
                      this ANNEX or in any of the Prior Agreements shall be
                      false or misleading in any material respect; or

               (ii)   the occurrence of a default by the Company under the Note,
                      this ANNEX, or any of the other Prior Agreements.

        Section 8. Remedies Upon Company Event of Default. If any Company Event
of Default shall have occurred, the Holder may exercise all the rights and
remedies of a Holder under the Uniform Commercial Code. The Holder may require
the Company to assemble all or any part of the Collateral and make it available
to the Holder at a place to be designated by the Holder which is reasonably
convenient. The Holder shall give the Company ten (10) days prior written notice
of the Holder's intention to make any public or private sale or sale at a
broker's board or on a securities exchange of the Collateral. At any such sale
the Collateral may be sold in one lot as an entirety or in separate parcels, as
the Holder, in its sole discretion, may determine. The Holder shall not be
obligated to make any such sale pursuant to any such notice. The Holder may,
without notice or publication, adjourn any public or private sale or cause the
same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
same may be adjourned. The Holder, instead of exercising the power of sale
herein conferred upon it, may proceed by a suit or suits at law or in equity to
foreclose the Security Interests and sell the Collateral, or any portion
thereof, under a judgment or decree of a court or courts of competent
jurisdiction.

        Section 9. Application of Collateral and Proceeds. The proceeds of any
sale of, or other realization upon, all or any part of the Collateral shall be
applied in the following order of priorities: (a) first, to pay the reasonable
expenses of such sale or other realization, including, without limitation,
reasonable attorneys' fees, and all expenses, liabilities and advances
reasonably incurred or made by the Holder in connection therewith, and any other
unreimbursed expenses for which the Holder is to be reimbursed pursuant to
Section 14; (b) second, to the payment of the Obligations in such order of
priority as the Holder, in its sole discretion, shall determine; and (c)
finally, to pay to the Company, or its successors or assigns, or as a court of
competent jurisdiction may direct, any surplus then remaining from such
proceeds.

        Section 10. Expenses; Holder's Lien. The Company will forthwith upon
demand pay to the Holder: (a) the amount of any taxes which the Holder may have
been required to pay by reason of the Security Interests (including, without
limitation, any applicable transfer taxes) or to



                                       4.
<PAGE>   10

free any of the Collateral from any lien thereon; and (b) the amount of any and
all reasonable out-of-pocket expenses, including, without limitation, the
reasonable fees and disbursements of its counsel, and of any agents not
regularly in its employ, which the Holder may incur in connection with (i) the
preparation of any amendments or modifications of this Security Agreement, (ii)
the collection, sale or other disposition of any of the Collateral; (iii) the
exercise by the Holder of any of the powers conferred upon it hereunder, or (iv)
any default by the Company hereunder.

        Section 11. Termination of Security Interests; Release of Collateral.
Upon the repayment and performance in full of all the Obligations, the Security
Interests shall terminate and all rights to the Collateral shall revert to the
Company. Upon any such termination of the Security Interests or release of
Collateral, the Holder will, at the Company's expense, to the extent permitted
by law, execute and deliver to the Company such documents as the Company shall
reasonably request to evidence the termination of the Security Interests or the
release of such Collateral, as the case may be.

        Section 12. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (a) personally
served,(b) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (c) delivered by reputable air courier service with
charges prepaid, or (d) transmitted by hand delivery, telegram, or facsimile,
addressed as set forth below or to such other address as such party shall have
specified most recently by written notice given in accordance herewith. Any
notice or other communication required or permitted to be given hereunder shall
be deemed effective (i) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (ii) on the second
business day following the date of mailing by express courier service or on the
fifth business day after deposited in the mail, in each case, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall be:

        If to the Company:
                                    ESAT, INC.
                                    16520 Harbor Boulevard, Bldg. G
                                    Fountain Valley, California 92708
                                    Telephone No.: (714) 418-3200
                                    Telecopier No.: (818) 464-2799

with a copy (which shall not constitute notice) to:



                                       5.
<PAGE>   11

        If to Investor:             Wentworth LLC
                                    Corporate Center
                                    West Bay Road
                                    Grand Cayman
                                    Telephone No.:
                                    Telecopier No.: (284) 494-4771

with a copy (which shall not constitute notice) to:

                                    Krieger & Prager, LLP
                                    Suite 1440
                                    39 Broadway
                                    New York, New York   10006
                                    Telephone:  (212) 363-2900
                                    Facsimile:  (212) 363-2999

Either party hereto may from time to time change its address or facsimile number
for notices under this Section 12 by giving at least ten (10) days' prior
written notice of such changed address or facsimile number to the other party
hereto.

        Section 13. Miscellaneous.

        (a) No failure on the part of the Holder to exercise, and no delay in
exercising, and no course of dealing with respect to, any right, power or remedy
under this Security Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise by the Holder of any right, power or remedy under
this Security Agreement preclude the exercise, in whole or in part, of any other
right, power or remedy. The remedies in this Security Agreement are cumulative
and are not exclusive of any other remedies provided by law. Neither this
Security Agreement nor any provision hereof may be changed, waived, discharged
or terminated orally but only by a statement in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.

        (b) Unless otherwise defined herein, or unless the context otherwise
requires, all terms used herein which are defined in the California Uniform
Commercial Code have the meanings therein stated.

        (c) The execution and delivery by Company of this Agreement and all
documents delivered in connection herewith have been duly and validly authorized
by all necessary corporate action of Company and this Agreement and all
documents delivered in connection herewith have been duly and validly executed
and delivered by Company. The execution and delivery by Company of this
Agreement and all documents delivered in connection herewith will not result in
a breach or default of or under the Certificate of Incorporation, By-laws or any
agreement of Company. This Agreement and all documents delivered in connection
therewith are legal, valid and binding obligations of Company enforceable
against Company in accordance with their terms.



                                       6.
<PAGE>   12

        (e) In the event that any action is taken by Company or Holder in
connection with this Note, or any related document or matter, the losing party
in such legal action, in addition to such other damages as he or it may be
required to pay, shall pay reasonable attorneys' fees to the prevailing party.

     Section 14. Separability. If any provision hereof shall prove invalid or
unenforceable in any jurisdiction whose laws shall be deemed applicable, the
other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of the Holder.

     Section 15. Governing Law. This Annex shall be governed by and construed in
accordance with the laws of the State of California. Each of the parties
consents to the jurisdiction of the federal courts whose districts encompass any
part of the City of Los Angeles or the state courts of the State of California
sitting in the City of Los Angeles in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non coveniens, to the bringing
of any such proceeding in such jurisdictions.

     Section 16. Jury Trial Waiver. The Company and the Investor hereby waive a
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other in respect of any matter arising out of or in
connection with the Note, this Annex or the Prior Agreements.

Acknowledged:

ESAT, INC., Company


By: /s/  CHESTER L. NOBLETT, JR.
   ---------------------------------
Its  CEO
    --------------------------------



                                       7.
<PAGE>   13

STATE OF ________________
COUNTY OF ______________

     On the ______ day of ________, 2001, before me personally came
_________________________, to me known, who being by me duly sworn, did depose
and say that he resides at _____________________________________,
__________________; that he is the _______________ of ESAT, INC., the
corporation described in and which executed the foregoing instrument as Company;
that he was authorized to execute the foregoing instrument on behalf of said
corporation by the Board of Directors of said corporation; and that he executed
the foregoing instrument voluntarily and of his own free will on behalf of said
corporation.


                                        ----------------------------------------
                                        Notary Public
                                        My commission expires:



                                       8.