EXHIBIT 10.19
                            GOLDEN SKY SYSTEMS, INC.

                            NON-COMPETITION AGREEMENT
                            -------------------------



Employee Name:    Scott Brown

Date:             February 1, 1999


         In consideration of my employment by Golden Sky Systems, Inc. (the
"Company"), I, Scott Brown, hereby agree with the Company as follows.

         1. Definitions.

                  (a) Proprietary Information. As used in this Agreement,
"Proprietary Information" means information which the Company possesses or to
which the Company has rights which has commercial value. Proprietary Information
includes, by way of example and without limitation, trade secrets, product
ideas, designs, configurations, processes, techniques, formulas, software,
improvements, inventions, data, know-how, copyrightable materials, marketing
plans and strategies, sales and financial reports and forecasts, and customer
lists. Proprietary Information includes information developed by me in the
course of my employment by the Company or otherwise relating to Inventions which
belong to the Company under Section 4 below, as well as other information to
which I may have access in connection with my employment.

                  (b) Inventions and Developments. As used in this Agreement,
"Inventions and Developments" means any and all inventions, developments,
creative works and useful ideas of any description whatsoever, whether or not
patentable. Inventions and improvements which consist of or relate to any from
of Proprietary Information.

                  (c) Company-Related Inventions and Developments. For purposes
of this Agreement, "Company-Related Inventions and Developments" means all
Inventions and Developments which either (a) relate at the time of conception or
development to the actual or demonstrably anticipated business of the Company or
to its actual or demonstrably anticipated research and development; (b) result
from or relate to any work performed for the Company, whether or not during
normal business hours; (c) are developed on Company time; or (d) are developed
through the use of the Company's Proprietary Information, equipment and
software, or other facilities or resources.

                  (d) Company. For purposes of this Agreement, all references to
the "Company" will be deemed to include the Company and its direct or indirect
subsidiaries and affiliates.

         2. Confidentiality. I understand and agree that my employment creates a
relationship of confidence and trust between me and the Company with respect to
(a) all Proprietary Information, and (b) the confidential information of others
with which the Company has a business relationship. The information referred to
in clauses (a) and (b) of the preceding sentence is referred to in this
Agreement, collectively, as "Confidential Information." At all times, both
during my employment with the Company and after its termination, I will keep in
confidence and trust all such Confidential Information, and will not use or
disclose any such Confidential Information without the written consent of the
Company, except as may be necessary in the ordinary course of performing my
duties to the Company. The restrictions set forth in this Section 2 will not
apply to information which is generally known to the public or in the trade,
unless such knowledge results from an unauthorized disclosure by me, but this
exception will not affect the application of any other provision of this
Agreement to such information in accordance with the terms of such provision.

         3. Documents, Records, etc. All documents, records, apparatus,
equipment and other physical property, whether or not pertaining to Proprietary
Information, which are furnished to me by the Company or are produced by me in
connection with my employment will be and remain the sole property of the
Company. I will return to the Company all such materials and property as and
when requested by the Company. In any event, I will return all such materials
and property immediately upon termination of my employment for any reason. I
will not take with me any such material or property or any copies thereof upon
such termination.

         4. Ownership of Inventions and Developments. I agree that all
Company-Related Inventions and Development which I conceive or develop, in whole
or in part, either alone or jointly with others, during the term of my
employment with the Company will be the sole property of the Company. The
Company will be the sole owner of all patents, copyrights and other proprietary
rights in and with respect to such Company-Related Inventions and Developments.
To the fullest extent permitted by law, such Company-Related Inventions and
Developments will be deemed works made for hire. I hereby transfer and assign to
the Company and proprietary rights which I may have or acquire in any such
Company-Related Inventions and Developments, and I waive any moral rights or
other special rights which I may have or accrue therein. I agree to execute any
documents and take any actions that may be required to effect and confirm such
transfer and assignment and waiver. The provisions of this Section 4 will apply
to all Company-Related Inventions and Developments which are conceived or
developed during the term of my employment with the Company, whether before or
after the date of this Agreement, and whether or not further development or
reduction to practice may take place after termination of my employment, for
which purpose it will be presumed that any Company-Related Inventions and
Developments conceived by me which are reduced to practice within one year after
termination of my employment were conceived during the term of my employment
with the Company unless I am able to establish a later conception date by clear
and convincing evidence. The provisions of this Section 4 will not apply,
however, to any Inventions and Developments which may be disclosed in a separate
Schedule attached to this Agreement prior to its acceptance by the Company,
representing Inventions and Developments made by me prior to my employment by
the Company.

         5. Disclosure of Inventions and Developments. I agree promptly to
disclose to the Company, or any persons designated by it, all Company-Related
Inventions and Developments which are or may be subject to the provisions of
Section 4.

         6. Obtaining and Enforcing Proprietary Rights. I agree to assist the
Company, at the Company's request from time to time and at the Company's
expense, to obtain and enforce patents, copyrights or other proprietary rights
with respect to Company- Related Inventions and Developments in any and all
countries. I will execute all documents reasonably necessary or appropriate for
this purpose. This obligation will survive the termination of my employment,
provided that the Company will compensate me at a reasonable rate after such
termination for time actually spent by me at the Company's request on such
assistance. In the event that the Company is unable for any reason whatsoever to
secure my signature to any document reasonably necessary or appropriate for any
of the foregoing purposes (including renewals, extensions, continuations,
divisions or continuations in part), I hereby irrevocably designate and appoint
the Company and its duly authorized officers and agents as my agents and
attorneys-in-fact to act for me and on my behalf, but only for the purpose of
executing and filing any such document and doing all other lawfully permitted
acts to accomplish the foregoing purposes with the same legal force and effect
as if executed by me.

         7. Competitive Activities. During the term of my employment with the
Company, and for a period of six months thereafter (the "Non-Competition
Period"), I will not, directly or indirectly, whether as owner, partner,
shareholder, consultant, agent, employee, co-venturer or otherwise, engage,
participate or invest in any "Business Activity" in any market in which the
Company then operates or any market in which the Company is obligated under
contract to purchase in the United States. For purposes of this Agreement,
"Business Activity" shall be defined as the direct-to-home satellite video
delivery business or in the cable television business. In addition, and without
limitation of the foregoing, I agree that during the Non-Competition Period, I
will not, directly or indirectly, either as principal, or as agent or employee
for any other person or entity, (a) hire or solicit for employment any
individual who is then an employee of the Company or was an employee of the
Company at any time within six months prior to such hiring or solicitation; (b)
solicit from any of the Company's customers any business of a kind now or at any
time during my employment carried on by the Company; or (c) offer to perform as
an employee for such customers any services now or at any time during my
employment offered by the Company. I understand that the restrictions set forth
in this Section 7 are intended to protect the Company's interest in its
Proprietary Information and established customer relationships and goodwill, and
agree that such restrictions are reasonable and appropriate for this purpose.

         8. Third-Party Agreements and Rights. I hereby confirm that I am not
bound by the terms of any agreement with any previous employer or other party
which restricts in any way my use or disclosure of information or my engagement
in any business, except as is disclosed in a separate Schedule attached to this
Agreement. I have delivered to the Company true and complete copies of any
agreements listed on said Schedule. I represent to the Company that my execution
of this Agreement, my employment with the Company and the performance of my
proposed duties for the Company will not violate any obligations I may have to
any such previous employer or other party. In my work for the Company, I will
not disclose or make use of any information in violation of any agreements with
or rights of any such previous employer or other party, and I will not bring to
the premises of the Company any copies or other tangible embodiments of
non-public information belonging to or obtained from any such previous
employment or other party.

         9. Injunction. I agree that it would be difficult to measure any
damages caused to the Company which might result from any breach by me of the
promises set forth in this Agreement, and that in any event money damages would
be an inadequate remedy for any such breach. Accordingly, I agree that if I
breach any portion of this Agreement, the Company shall be entitled, in addition
to all other remedies that it may have, to an injunction or other appropriate
equitable relief to restrain any such breach without showing or proving any
actual damage to the Company.

         10. Binding Effect. This Agreement will be binding upon me and my
heirs, executors, administrators and legal representatives and will inure to the
benefit of the Company, any subsidiary of the Company, and its and their
respective successors and assigns.

         11. Enforceability. If any portion or provision of this Agreement is to
any extent declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, will not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law. In the event that any provision of this
Agreement is determined by any court of competent jurisdiction to be
unenforceable by reason of excessive scope as to geographic, temporal or
functional coverage, such provision will be deemed to extend only over the
maximum geographic, temporal and functional scope as to which it may be
enforceable.

12. Entire Agreement. This Agreement constitutes the entire agreement between
the Company and myself with respect to the subject matter hereof, and supersedes
all prior representations and agreements with respect to such subject matter.
This Agreement may not be amended, modified or waived except by a written
instrument duly executed by the person against whom enforcement of such
amendment, modification or waiver is sought. The failure of any party to require
the performance of any term or obligation of this Agreement, or the waiver by
any party of any breach of this Agreement, in any particular case will not
prevent any subsequent enforcement of such term or obligation or to be deemed a
waiver of any separate or subsequent breach.

         13. Notices. Any notices, requests, demands and other communications
provided for by this Agreement will be sufficient if in writing and delivered in
person or sent by registered or certified mail, postage prepaid, to me at the
last address which I have filed in writing with the Company or, in the case of
any notice to the Company, at its main offices, to the attention of its Chief
Executive Officer.

         14. Governing Law. This is a Missouri contract and shall be construed
under and be governed in all respects by the laws of the State of Missouri.


         I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. I HAVE READ
IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.






                                        ----------------------------------------
                                        Scott Brown




         ACCEPTED AND AGREED TO BY
         GOLDEN SKY SYSTEMS, INC.



         By:
                 ----------------------------

         Name:   Rodney A. Weary

         Title:  President

         Date:   February 1, 1999



<PAGE>


                          SCHEDULE OF PRIOR INVENTIONS
                          ----------------------------


         Employee Name:    Scott Brown

         Date:             February 1, 1999




         NONE










                                        ----------------------------------------
                                        Scott Brown




         ACCEPTED BY
         GOLDEN SKY SYSTEMS, INC.



         By:
                  --------------------------

         Name:    Rodney A. Weary

         Title:   President

         Date:    February 1, 1999


<PAGE>


                       SCHEDULE OF THIRD-PARTY AGREEMENTS
                       ----------------------------------



         Employee Name:    Scott Brown

         Date:             February 1, 1999




         NONE










                                        ----------------------------------------
                                        Scott Brown




         ACCEPTED BY
         GOLDEN SKY SYSTEMS, INC.



         By:
                  ------------------------

         Name:    Rodney A. Weary

         Title:   President

         Date:    February 1, 1999