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NO. PS-2

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                                 PICK SAT, INC.

         This is to Certify That, FOR VALUE RECEIVED, GULFSAT COMMUNICATIONS
CORP., or assigns ("Holder"), is entitled to purchase, subject to the provisions
of this Warrant, from PICK Sat, Inc. a Delaware corporation ("Company"), such
number of fully paid, validly issued and nonassessable shares of Common Stock of
the Company ("Common Stock") equal to two (2%) percent of the aggregate of the
issued and outstanding common stock of the Company and all outstanding
derivative securities as of the date stated in (i) of the following sentence.The
exercise price of this Warrant shall be equal to:(i) fifty percent (50%) of the
offering price per share of the Common Stock on the date of any sale, initial
public offering or private placement resulting in a change of control of the
Company ("Sale of Control Event"), multiplied by a number of shares equal to two
percent (2%) of the aggregate of the issued and outstanding Common Stock and all
outstanding derivative securities of the Company as of the date of the Sale of
Control Event, if a Sale of Control Event occurs on or prior to December 31,
2000; or (ii) three hundred seventy thousand dollars ($370,000), for an
aggregate number of shares of Common Stock equal to two percent (2%) of the
aggregate of the issued and outstanding Common Stock and all outstanding
derivative securities of the Company as of December 31, 2000, if no Sale of
Control Event occurs on or prior to December 31, 2000.The price per share upon
exercise is equal to the amount in (i) or (ii), above, as applicable, divided by
a number of shares equal to two percent (2%) of the aggregate of the issued and
outstanding Common Stock and all outstanding derivative securities of the
Company as of the date of exercise. This Warrant shall be exercisable at any
time or from time to time until December 31, 2004, subject to adjustment as set
forth herein.The number of shares of Common Stock to be received upon the
exercise of this Warrant and the price to be paid for each share of Common Stock
may be adjusted from time to time as hereinafter set forth. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price".

         (a) EXERCISE OF WARRANT; CANCELLATION OF WARRANT.

             (1) This Warrant may be exercised in whole or in part at any time
or from time to time on or after the date of issuance of this Warrant until
December 31, 2004, (the "Exercise Period"); provided, however, that if such day
is a day on which banking institutions in the State of New York are authorized
by law to close, then this Warrant may be exercised on the next succeeding day
which shall not be such a day. This Warrant may be exercised by presentation and
surrender hereof to the Company at its principal office, or at the office of its
stock transfer agent, if any, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the number of
Warrant Shares specified in such form. As soon as practicable after each such
exercise of the Warrants, but not later than seven (7) days from the date of
such exercise, the Company shall issue and deliver to the Holder a certificate
or certificate for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares purchasable thereunder. Upon receipt
by the Company of this Warrant at its office, or by the stock transfer agent of
the Company at its office, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
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shall then be closed or that certificates representing such shares of Common
Stock shall not then be physically delivered to the Holder.

             (2) At any time during the Exercise Period, the Holder may, at its
option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into
the number of Warrant Shares determined in accordance with this Section (a)(2),
by surrendering this Warrant at the principal office of the Company or at the
office of its stock transfer agent, accompanied by a notice stating such
Holder's intent to effect such exchange, the number of Warrant Shares to be
exchanged and the date on which the Holder requests that such Warrant Exchange
occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the
date specified in the Notice of Exchange or, if later, the date the Notice of
Exchange is received by the Company (the "Exchange Date"). Certificates for the
shares issuable upon such Warrant Exchange and, if applicable, a new warrant of
like tenor evidencing the balance of the shares remaining subject to this
Warrant, shall be issued as of the Exchange Date and delivered to the Holder
within seven (7) days following the Exchange Date. In connection with any
Warrant Exchange, this Warrant shall represent the right to subscribe for and
acquire the number of Warrant Shares (rounded to the next highest integer) equal
to (i) the number of Warrant Shares specified by the Holder in its Notice of
Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to
the quotient obtained by dividing (A) the product of the Total Number and the
existing Exercise Price by (B) the current market value of a share of Common
Stock. Current market value shall have the meaning set forth Section (c) below,
except that for purposes hereof, the date of exercise, as used in such Section
(c), shall mean the Exchange Date.

         (b) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.

         (c) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of a share, determined as follows:

             (1) If the Common Stock is listed on a national securities exchange
         or admitted to unlisted trading privileges on such exchange or listed
         for trading on the Nasdaq National Market, the current market value
         shall be the last reported sale price of the Common Stock on such
         exchange or market on the last business day prior to the date of
         exercise of this Warrant or if no such sale is made on such day, the
         average closing bid and asked prices for such day on such exchange or
         market; or

             (2) If the Common Stock is not so listed or admitted to unlisted
         trading privileges, but is traded on the Nasdaq SmallCap Market, the
         current market value shall be the average of the closing bid and asked
         prices for such day on such market and if the Common Stock is not so
         traded, the current market value shall be the mean of the last reported
         bid and asked prices reported by the National Quotation Bureau, Inc. on

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         the last business day prior to the date of the exercise of this
         Warrant; or

             (3) If the Common Stock is not so listed or admitted to unlisted
         trading privileges and bid and asked prices are not so reported, the
         current market value shall be an amount, not less than book value
         thereof as at the end of the most recent fiscal year of the Company
         ending prior to the date of the exercise of the Warrant, determined in
         such reasonable manner as may be prescribed by the Board of Directors
         of the Company.

         (d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Upon surrender of this Warrant to the Company at
its principal office or at the office of its stock transfer agent, if any, with
the Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall promptly be canceled. This Warrant may be divided or combined
with other warrants which carry the same rights upon presentation hereof at the
principal office of the Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the names and denominations in
which new Warrants are to be issued and signed by the Holder hereof. The term
"Warrant" as used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen, destroyed,
or mutilated shall be at any time enforceable by anyone.

         (e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

         (f) ANTI-DILUTION PROVISIONS. Subject to the provisions of Section l
hereof, the Exercise Price in effect at any time and the number and kind of
securities purchasable upon the exercise of the Warrants shall be subject to
adjustment from time to time upon the happening of certain events as follows:

             (1) In case the Company shall (i) declare a dividend or make a
         distribution on its outstanding shares of Common Stock in shares of
         Common Stock, (ii) subdivide or reclassify its outstanding shares of
         Common Stock into a greater number of shares, or (iii) combine or
         reclassify its outstanding shares of Common Stock into a smaller number
         of shares, the Exercise Price in effect at the time of the record date
         for such dividend or distribution or of the effective date of

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         such subdivision, combination or reclassification shall be adjusted so
         that it shall equal the price determined by multiplying the Exercise
         Price by a fraction, the denominator of which shall be the number of
         shares of Common Stock outstanding after giving effect to such action,
         and the numerator of which shall be the number of shares of Common
         Stock outstanding immediately prior to such action. Such adjustment
         shall be made successively whenever any event listed above shall occur.

             (2) In case the Company shall fix a record date for the issuance of
         rights, options or warrants to all holders of its Common Stock
         entitling them to subscribe for or purchase shares of Common Stock (or
         securities convertible into Common Stock) at a price (the "Subscription
         Price") (or having a conversion price per share) less than the current
         market price of the Common Stock (as defined in Subsection (5) below)
         on the record date mentioned below, or less than the Exercise Price on
         such record date, the Exercise Price shall be adjusted so that the same
         shall equal, the price determined by multiplying the Exercise Price in
         effect immediately prior to the date of issuance by a fraction, the
         numerator of which shall be the sum of the number of shares outstanding
         on the record date mentioned below and the number of additional shares
         of Common Stock which the aggregate offering price of the total number
         of shares of Common Stock so offered (or the aggregate conversion price
         of the convertible securities so offered) would purchase at the
         Exercise Price in effect immediately prior to the date of such
         issuance, and the denominator of which shall be the sum of the number
         of shares of Common Stock outstanding on the record date mentioned
         below and the number of additional shares of Common Stock offered for
         subscription or purchase (or into which the convertible securities so
         offered are convertible). Such adjustment shall be made successively
         whenever such rights or warrants are issued and shall become effective
         immediately after the record date for the determination of shareholders
         entitled to receive such rights or warrants; and to the extent that
         shares of Common Stock are not delivered (or securities convertible
         into Common Stock are not delivered) after the expiration of such
         rights or warrants the Exercise Price shall be readjusted to the
         Exercise Price which would then be in effect had the adjustments made
         upon the issuance of such rights or warrants been made upon the basis
         of delivery of only the number of shares of Common Stock (or securities
         convertible into Common Stock) actually delivered.

             (3) In case the Company shall hereafter distribute to the holders
         of its Common Stock evidences of its indebtedness or assets (excluding
         cash dividends or distributions and dividends or distributions referred
         to in Subsection (1) above) or subscription rights or warrants
         (excluding those referred to in Subsection (2) above), then in each
         such case the Exercise Price in effect thereafter shall be determined
         by multiplying the Exercise Price in effect immediately prior thereto
         by a fraction, the numerator of which shall be the total number of
         shares of Common Stock outstanding multiplied by the current market

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         price per share of Common Stock (as defined in Subsection (5) below),
         less the fair market value (as determined by the Company's Board of
         Directors) of said assets or evidences of indebtedness so distributed
         or of such rights or warrants, and the denominator of which shall be
         the total number of shares of Common Stock outstanding multiplied by
         such current market price per share of Common Stock. Such adjustment
         shall be made successively whenever such a record date is fixed. Such
         adjustment shall be made whenever any such distribution is made and
         shall become effective immediately after the record date for the
         determination of shareholders entitled to receive such distribution.

             (4) Whenever the Exercise Price payable upon exercise of each
         Warrant is adjusted pursuant to Subsections (1), (2), and (3) above,
         the number of Shares purchasable upon exercise of this Warrant shall
         simultaneously be adjusted by multiplying the number of Shares
         initially issuable upon exercise of this Warrant by the Exercise Price
         in effect on the date hereof and dividing the product so obtained by
         the Exercise Price, as adjusted.

             (5) For the purpose of any computation under Subsections (2) and
         (3) above, the current market price per share of Common Stock at any
         date shall be determined in the manner set forth in Section (c) hereof
         except that the current market price per share shall be deemed to be
         the higher of (i) the average of the prices for 30 consecutive business
         days before such date or (ii) the price on the business day immediately
         preceding such date.

             (6) No adjustment in the Exercise Price shall be required unless
         such adjustment would require an increase or decrease of at least one
         cent ($0.01) in such price; provided, however, that any adjustments
         which by reason of this Subsection (6) are not required to be made
         shall be carried forward and taken into account in any subsequent
         adjustment required to be made hereunder. All calculations under this
         Section (f) shall be made to the nearest cent or to the nearest
         one-hundredth of a share, as the case may be. Anything in this Section
         (f) to the contrary notwithstanding, the Company shall be entitled, but
         shall not be required, to make such changes in the Exercise Price, in
         addition to those required by this Section (f), as it shall determine,
         in its sole discretion, to be advisable in order that any dividend or
         distribution in shares of Common Stock, or any subdivision,
         reclassification or combination of Common Stock, hereafter made by the
         Company shall not result in any Federal Income tax liability to the
         holders of Common Stock or securities convertible into Common Stock
         (including Warrants).

             (7) In the event that at any time, as a result of an adjustment
         made pursuant to Subsection (1) above, the Holder of this Warrant
         thereafter shall become entitled to receive any shares of the Company,
         other than Common Stock, thereafter the number of such other shares so
         receivable upon exercise of this Warrant shall be subject to adjustment
         from time to time in a manner and on terms as nearly equivalent as

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         practicable to the provisions with respect to the Common Stock
         contained in Subsections (1) to (6), inclusive above.

             (8) Irrespective of any adjustments in the Exercise Price or the
         number or kind of shares purchasable upon exercise of this Warrant,
         Warrants theretofore or thereafter issued may continue to express the
         same price and number and kind of shares as are stated in the similar
         Warrants initially issuable pursuant to this Agreement.

         (g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of the foregoing Section, the Company
shall forthwith file in the custody of its Secretary or an Assistant Secretary
at its principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and the
manner of computing such adjustment. Each such officer's certificate shall be
made available at all reasonable times for inspection by the holder or any
holder of a Warrant executed and delivered pursuant to Section (a) and the
Company shall, forthwith after each such adjustment, mail a copy by certified
mail of such certificate to the Holder or any such holder.

         (h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock or (ii) if the Company shall offer to the holders of
Common Stock for subscription or purchase by them any share of any class or any
other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified mail to the Holder, at least fifteen days prior the
date specified in (x) or (y) below, as the case may be, a notice containing a
brief description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other securities
shall receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.

         (i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right thereafter by exercising this Warrant at any time
prior to the expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such

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reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section (i) shall similarly apply to
successive reclassifications, capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances. In
the event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (1) of Section (f) hereof.

         (j) REGISTRATION UNDER THE SECURITIES ACT OF 1933. The holder will have
such registration rights with respect to the Warrant Shares as may be granted to
all other holders of Warrants substantially similar to these Warrants as more
particularly set forth in the Investor Rights Agreement executed in connection
with the purchase of Series D Convertible Preferred Stock of the Company.

                                        PICK SAT, INC.



                                        By: /s/ Diego Leiva
                                            ------------------------------------
                                            Diego Leiva, Chairman of the Board

Dated: January 13, 2000

Attest:


/s/ Elliot H. Lutzker
--------------------------------------
Elliot H. Lutzker, Assistant Secretary




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                                                   PURCHASE FORM



                                                          Dated ________________





         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing shares of Common Stock and hereby makes
payment of in payment of the actual exercise price thereof.


                                    ________

                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                     --------------------------------------


Name ______________________________________
(Please typewrite or print in block letters)



Address ___________________________________



Signature _________________________________



                                 ASSIGNMENT FORM
                                 ---------------


         FOR VALUE RECEIVED, __________________________ hereby sells, assigns
and transfers unto


Name ______________________________________
(Please typewrite or print in block letters)


Address ___________________________________

the right to purchase Common Stock represented by this Warrant to the extent of
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint Attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.



Date _____________________



Signature ________________