UNIT INVESTMENT AGREEMENT


	Summary of Proposed Terms/Private Placement



	Issuer:

eSAT, Inc. (the "Issuer")
Trading Symbol - "ASAT" (OTC BB)


	Amount:

An investment amount equal to $12,000,000 (the "Initial Amount")
to Ballsbridge Finance Limited, co-investment advisor to The
Isosceles Fund (the "Investor(s)").  The Investor(s) reserve the
right, at the sole discretion of the investor(s), to co-subscribe
the investment on a pro-rata basis with one or more additional
accredited investors.

	Securities:

Units, issued in the form of the following securities described in
(A) and (B) below (collectively the "Securities"), on a pro-rata
basis to each Investor(s), as of the Closing Date (as defined
below), which in aggregate shall consist of:

A)	$12,000,000 in the form of 6,000,000 shares of the Issuer's
common stock (the "Shares"), such Shares to be issued pursuant to
the registration rights defined below.

B)	A number of warrants (the "Investor Warrants") exercisable
into 6,000,000 shares of the Issuer's common stock (the "Investor
Underlying Shares") at an exercise price equal to the closing bid
price of the issuer's common stock on March 28, 2000 equal to
$3.31 per share (the "Exercise Price") for a period of three years
from the Closing Date (as defined below).
	If, anytime after the registration is declared effective, the
Issuer's common stock trades at 200% of the Exercise Price for
twenty consecutive trading days the Issuer may call one quarter of
the Warrants with thirty (30) days written notice to the
Investor(s) [the "First Exercise Deadline"].
	If, anytime after the First Exercise Deadline, the Issuer's
common stock trades at 200% of the Exercise Price for twenty
consecutive trading days the Issuer may call an additional quarter
of the Warrants with thirty (3) days written notice to the
Investor(s) [the "Second Exercise Deadline"].
	If, anytime after the Second Exercise Deadline, the Issuer's
common stock trades at 200% of the Exercise Price for twenty
consecutive trading days the Issuer may call an additional quarter
of the Warrants with thirty (30) days written notice to the
Investor(s) [the "Third Exercise Deadline"].
	If, anytime after the Third Exercise Deadline, the Issuer's
common stock trades at 200% of the Exercise Price for twenty
consecutive trading days the Issuer may call the remaining quarter
of the Warrants with thirty (30) days written notice to the
Investor(s).

	Use of Proceeds:

The proceeds will be distributed as follows:

I)		Not more than $5,875,000 shall be paid to the holder of
the $5,000,000 Series C Preferred Stock (the "Series C Holder")
concurrently with the Closing Date (as defined below).  Any
accrued dividends owed by the Issuer to the Series C Holder will
be paid in cash simultaneously with the redemption.

II)		Not more than $1,468,750 shall be paid to the holder of
the $1,250,000 Series B Preferred Stock (the "Series B Holder")
concurrently with the Closing Date (as defined below).  Any
accrued dividends owed by the Issuer to the Series B Holder, at
the sole option of the Issuer, will either be paid in cash or in
the common stock of the Issuer, simultaneously  with the
redemption.

III)		$4,000,000 shall be paid in cash to PacificNet
Technologies and InterWireless pursuant to the completion of the
acquisition thereof by the Issuer for a purchase price of
$15,000,000 (the "Acquisition"), the remaining balance of
$11,000,000 to be paid in the Issuer's common stock at a price not
less than $4 per share, such acquisition to complete concurrently
with the Closing Date (as defined below).


	Series A Preferred Conversion:

The Issuer will obtain a written approval from the holder of the
$1,100,000 Series A Preferred (the "Series A Holder"), pursuant to
a full conversion into 550,000 shares of the common stock of the
Issuer at a price equal to $2 per share (the Series A
Conversion"), on terms acceptable to the Investor(s) prior to the
Closing Date (as defined below).  The Series A Holder will also
receive a number of warrants exercisable into 550,000 shares of
the Issuer's common stock at the Exercise Price for a period of
three years from the Closing Date (as defined below).


	Series B Preferred Approval

The Issuer will obtain written approval from the Series B Holder
pursuant to a full cash redemption of the Series B Preferred Stock
at a price not to exceed f$1,468.750 and the release by the Series
B Holder of the Issuer from all further obligations of the Issuer
under the original securities purchase agreement (collectively the
"Series B Approval"), on terms acceptable to the Investor(s) prior
to the Closing Date (as defined below).  The Series B Approval
shall not contain the issuance of any new warrants to the Series B
holder other than those issued as of the date of execution of this
Agreement.

	Series C Preferred Approval

The Issuer will obtain written approval from the Series C Holder
pursuant to a full cash redemption of the Series C Preferred Stock
at a price not to exceed $5,875,000 and the release by the Series
C Holder of the Issuer from all further obligations of the Issuer
under the original securities purchase agreement including the
$20,000,000 equity line (collectively the "Series C Approval"), on
terms acceptable to the Investor(s) prior to the Closing Date (as
defined below).  The Series C Approval shall not contain the
issuance of any new warrants to the Series C holder other than
those issued as of the date of execution of this agreement.


	Withdrawal of SB-2

The SB-2 Registration Statement filed on January 26, 2000 shall be
withdrawn from the SEC (the "SB-2 Withdrawal") on the Closing Date
(as defined below), subject to the consent of the SEC pursuant to
Rule 477.


	Registration Rights

As expeditiously as possible and no later than thirty (30) days
after the Closing Date (as defined below), the Issuer shall file a
registration statement with the SEC on Form S-1 (the "Registration
Statement") registering for resale the shares of the Issuer's
common stock underlying the A) Shares, and B) the Investor
Underlying Shares.  The Issuer will bear the expenses associated
with such registration.  Upon receipt of SEC clearance, the Issuer
will immediately request acceleration of the effectiveness of the
Registration Statement and notify the Investor in writing by
facsimile on the effective date (the "Effective Date").  The
Issuer will maintain the effectiveness of the Registration
Statement for a minimum of three years or until all of the Shares
and Investor Underlying Shares have been sold by the Investor(s).

		In the event the Registration Statement is not filed
within said thirty (3) day period then the Issuer will pay a
penalty in cash to each respective holder based on the Initial
Amount equal to one percent (1%) in cash at the end of the first
thirty (30) day period, one and one half percent at the end of the
next thirty (30) day period and an additional penalty of two
percent (2%) in cash at the end of each thirty (30) day period
thereafter until the registration statement is filed with the SEC
(pro-rated for each period less than thirty (30) days.

		If the Registration Statement is not effective within
ninety (90) days after the Closing Date (as defined below) if
there are no comments from the SEC and one hundred and twenty
(120) days after the Closing Date (as defined below) if there are
comments from the SEC (the "Registration Period"), then the Issuer
will pay a penalty in cash to each respective holder based on the
Initial Amount equal to one percent (1%) in cash at the end of the
first thirty (30) day period, one and one half percent at the end
of the next thirty (30) day period and an additional penalty of
two percent (2%) in cash at the end of each thirty (30) day period
thereafter until the Effective Date (pro-rated for each period
less than thirty (30) days) until the Effective Date. Similar
penalties shall be payable in the event the Registration
Statement, after being declared effective, is subsequently
suspended.


	Closing Date

The closing date (the "Closing Date") shall be the later of either
March 31, 2000 or seven (7) business days from the date of the
concurrent execution of the following:  A)  the Series A
Conversion, B) the Series B Approval, C) the Series C Approval of
the Series C redemption notice, as applicable, D) the SB-2
Withdrawal, and E) the Consulting Contract.  The Closing Date
shall be automatically extended for a reasonable period of time,
if the final commitment from the Investor(s) and the Issuer is not
consummated due to delays in the preparation of the Transaction
Documentation.


	No Closing

In the event the transaction contemplated by this agreement is not
completed and there is no closing for any reason, the Issuer
nevertheless shall remain obligated to issue one third of the
Investor Warrants and to register for resale the shares of the
Issuer's common stock underlying such warrants pursuant to the
registration rights provided for herein.


	Capital Raising Limitations

The Issuer will not, as of the date of execution of this agreement
until the end of the sixty (60) day period following the Closing
Date, offer for sale or sell any common stock) (the "Capital
Raising Limitation") without the written consent of the
Investor(s).

The Capital Raising Limitations will not apply to:

		a)	the issuance of securities upon the exercise or
conversion of the Issuer's options, warrants or other convertible
securities outstanding as of the date hereof; or

		b)	underwritten public offerings; of

		c)	the grant of additional options or warrants, or the
issuance of additional securities, under any Issuer stock option
or restricted stock plan for the benefit of the Issuer's
employees, directors or consultants; or

		d)	a loan from a commercial bank or an affiliate; or

		e)	any transaction involving the Issuance of
securities A) as consideration in a merger, or B) in connection
with any strategic partnership or joint venture (the primary
purpose of which is not to raise equity capital or C) as
consideration for any acquisition; or

		f)	equipment leasing.


	Placement Fees

The finder, The Watley Group, LLC (the "Finder"), in the private
placement transaction, on the Closing Date shall receive from the
Issuer five percent (5%) of the gross proceeds in cash based on
the Initial Amount, as consideration for services pursuant to the
issuance and sale of the Units.


	Management Consulting Contract

Prior to the Closing Date, the Issuer shall execute a six month
management consulting contract with The Watley Group, LLC (the
"Consulting Contract") on terms acceptable to the Investor(s).


	European Investor Relations Program

Prior to the Closing Date, upon written notice from the
Investor(s) the Issuer agrees to enter into a European investor
relations program (the "IR Program") with an IR firm in Germany of
the Investor(s) choice, at a cost not to exceed $75,000 and a
warrant package not to exceed 250,000 three year warrants
exercisable at the Exercise Price.

	First Right of Refusal

For a period of three hundred sixty-five (365) days following the
Closing Date, the Investor(s) will have a first right of refusal,
exercisable within five (5) business days of notice, with respect
to any equity financing proposed by the Issuer other than an
underwritten whereby the Finder will receive the same pro-rata
fees in cash.

?	The period commencing on the date of execution of this
agreement and ending on the Closing Date shall be defined as the
engagement period (the "Engagement Period.")

	During the Engagement Period, the Finder will be the
exclusive placement agent for the Issuer and the Investor(s) will
have the exclusive right to fund equity capital to the Issuer
pursuant to the terms of this agreement.  The respective
exclusivities (the "Exclusivity") of the Finder and the
Investor(s) shall commence as of the date of mutual execution of
this agreement.  Notwithstanding the above, the Finder and the
Investor(s) acknowledge that the Series C Holder, may have certain
first right of refusal provisions in the original Series C funding
agreement.

?	The Issuer has not engaged in any equity offerings in the one
hundred eighty (180) days preceding the date of this agreement
except as otherwise disclosed in any of the Issuer's public
filings or in writing by the Issuer prior to the Closing Date.

?	The Issuer agrees to keep this term sheet confidential, and
not to distribute it to, or discuss it with any third parties
(other than Issuer's board of directors, legal and financial
advisors) without the express written consent of the Investor(s).
Furthermore, the Issuer agrees not to announce prior to the
Closing Date, the terms of a) this agreement, b) the Series B
Approval, or c) the Series C Approval, in a news release or an SEC
filing without the prior written consent of the Investor(s).

?	The closing of the transaction is contingent upon:  1) the
Investor(s) satisfactory due diligence; 2) no material adverse
change in circumstances of Issuer prior to funding; 3) mutual
agreement by the Issuer and the Investor(s) on definitive
documentation; 4) the Series A Conversion; 5) the Series B
redemption; 6) the Series C redemption; 7) the execution of the
contract by the Issuer pursuant to the IR Program; 8) the SB-2
Withdrawal; 9) the execution of the Consulting Contact; and 10)
the simultaneous closing of the Acquisition.

?	The Issuer agrees to maintain the confidentiality of the
Investor(s) except to the extent disclosure thereof may be
required by law.  The Issuer agrees not to complete any placement
with any Investor(s) introduced by the Finder for a period of two
years from the date hereof without the payment of the fees in cash
as stated herein to the Finder based on the value of the
transaction.  Such fees in case, shall also be payable from the
Issuer to the Finder upon the exercise of any warrants held by the
Investor(s) based on the value of the transaction.

?	The attorney responsible for the preparation of the Escrow
Agreement, Subscription Agreement, Registration Rights Agreement
and Warrants (the "Transaction Documentation") shall be John C.
Kennedy, at Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue
of the Americas, New York, NY 10019-6064, (tel: 212 373 3000, fax:
212 757 3990).  The escrow agent shall be Hank Helley, Assistant
Vice President, Chase Manhattan Bank & Trust Co., 101 California
Street, Suite 2725, San Francisco, CA 94111 (tel: 415 954 9506,
fax: 415 693 8850).  The Issuer will be responsible for all legal
fees, travel, due-diligence, escrow and other costs incurred in
connection with the transaction up to a maximum of $75,000 for the
Investor(s).  In the event the transaction does not close, this
amount shall not exceed $50,000 as follows: a) $15,000 shall be
paid to the Investor(s) upon the execution of this Agreement, and
b) $35,000 shall be paid to the Investor(s) attorney prior to the
commencement of Transaction Documentation With respect to the
attorneys fees, regular and itemized billing will be provided to
the Issuer and any excess will be refunded to the Issuer on the
Closing Date.

?	The parties hereby acknowledge their mutual agreement to the
above terms and their intention to negotiate in good faith the
contemplated transaction in an expedited manner.
The undersigned hereby represents that the Board of Directors of
the Issuer has approved this agreement.


Agreed and Acknowledged

	By the Issuer
	ESAT, Inc.



	By: /s/ Michael A. Palmer		Date: 20 March, 2000
		Michael A. Palmer
		President/CEO/Secretary




Agreed and Acknowledged

By the Investment Advisor
Ballsbridge Finance, Limited


By:J.E.Martin for Cofides S.A.,
Director of Ballsbridge Finance Ltd.		Date: 20th March,
2000

	Its: Authorized Signatory


Agreed and Acknowledged

By the Finder
The Watley Group, LLC



By:/s/ John Bryan		Date: 20 March, 2000
	John Bryan
	Senior Managing Director
??