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                                 Exhibit 4.1(h)


                                                  CONFIDENTIAL





                                    C0NTENTS






                                MASTER AGREEMENT



                                 by and between



                      STARBAND LATIN AMERICA (HOLLAND) B.V.



                                       and



                   GILAT TO HOME LATIN AMERICA (HOLLAND) N.V.



                                       and



                        GILAT TO HOME LATIN AMERICA, INC.



                                       and



                          GILAT SATELLITE NETWORKS LTD.







                          Dated as of __________, 2001


                                  CONFIDENTIAL
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                                   ATTACHMENTS



<TABLE>
<S>                                         <C>
ATTACHMENT A.........................................Gilat Products & Services

ATTACHMENT B................................Description of Transition Services

ATTACHMENT C.................................................Non-Compete Terms

ATTACHMENT D..................................................Escrow Agreement
</TABLE>


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                                MASTER AGREEMENT


         This Master Agreement together with the Attachments hereto (the
"Agreement") entered into as of ______, 2001 ("Effective Date"), by and among
StarBand Latin America (Holland) B.V., with its headquarters at
________________________ ("StarBand"), Gilat to Home Latin America (Holland)
N.V., with its headquarters at _____________________ ("GTHLA Holland"), Gilat to
Home Latin America, Inc., with its headquarters at ______________________
("GTHLA"), and Gilat Satellite Networks Ltd., with its headquarters at Yegia
Kapayim St. Daniv Park, Kiryat Arye, Petah Tikva 49130 Israel ("Gilat").

         WHEREAS, StarBand is indirectly controlled by Gilat and was established
for the purpose of (i) implementation, operation and marketing broadband
Internet access services and voice services to consumers and small office and
home office subscribers, (ii) providing a bundled product with direct-to-home
television service using a single satellite dish and (iii) providing such new
technologies and products related to the foregoing as Gilat Israel may in the
future develop or make available to StarBand Communications Inc., which shall be
offered to StarBand and/or StarBand's subsidiaries upon commercially reasonable
terms via a two-way satellite-based network, together with the related assets,
licenses, rights, management, employees experience and know-how (such business,
related assets, licenses, rights, management, employees' experience and
know-how, shall be referred to herein as the "Business") in South America ,
Central America, Mexico and non-U.S. territories or protectorates in the
Caribbean (the "Territory"), directly and/or indirectly through its
subsidiaries;


         WHEREAS, Gilat, directly and through its affiliates, including without
limitation GTHLA and GTHLA Holland, wishes to appoint StarBand, directly and/or
indirectly through its subsidiaries, as the exclusive provider of certain
telecommunications related equipment and services to the Business in the
Territory (with certain exceptions as stipulated below) and StarBand wishes to
accept such appointment or to purchase certain telecommunications equipment and
services from Gilat or Gilat's affiliates;

         WHEREAS, StarBand and Gilat wish to define certain commercial dealings
with one another and reduce such definition to writing.

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

1. Scope of Agreement.

         (a)      Exclusivity/Non-Compete. Gilat agrees that StarBand, directly
                  and/or indirectly through its subsidiaries, has exclusive
                  rights to sell and offer the Gilat Products & Services (as
                  defined hereinafter) in connection with the Business in the
                  Territory and to develop and operate the Business in the
                  Territory. Notwithstanding the

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                  foregoing, the parties agree that StarBand does not have such
                  rights in Chile, and its rights in Mexico are co-exclusive
                  with the rights granted to StarBand Communications Inc. The
                  rights granted herein shall in each case be subject to the
                  terms of the non-compete provisions set forth in Attachment C
                  hereto. Subject to the foregoing exceptions, Gilat agrees not
                  to directly or indirectly appoint another entity to provide,
                  or itself provide, the Gilat Products & Services, or operate
                  the Business in the Territory.

                  Gilat undertakes to use its best commercial efforts to
                  maintain price and technological competitiveness of the Gilat
                  Products & Services and the other products and services to be
                  provided by Gilat hereunder for use by the Business in the
                  Territory.

                  So long as the Gilat Products & Services remain competitive
                  with respect to their pricing and technological
                  competitiveness and Gilat meets its delivery and support
                  obligations, StarBand undertakes to purchase the Gilat
                  Products & Services and any equipment and services performing
                  similar functionality in the future, solely from Gilat.

         (b)      Products and Services to be provided by Gilat. Gilat, directly
                  or through GTHLA, GTHLA Holland or other of its affiliates (in
                  this Agreement, unless expressly stated otherwise, any
                  reference to Gilat shall mean Gilat or any of GTHLA, GTHLA
                  Holland or Gilat's other affiliates, as directed by Gilat),
                  will provide StarBand with telecommunications equipment
                  ("Equipment") and licensed software ("Software") (together
                  referred to as the "Gilat Products & Services") for use at
                  StarBand designated consumer, SOHO, SME and public call
                  offices locations (each such location herein defined as a
                  "Site"). Gilat shall also provide to StarBand all new products
                  and technological developments to the extent related to the
                  Business as such products and technology are provided to
                  StarBand Communications Inc. The parties will also, from time
                  to time, upon mutual agreement, add technical specifications
                  to Attachment A regarding the Gilat Products & Services. The
                  parties agree that any support, bug fixes and updates to the
                  Gilat Products & Services shall be provided to StarBand
                  without any charge and at the same time as they are provided
                  to other Gilat customers. The parties further agree that the
                  price paid by StarBand for upgrades to the Gilat Products &
                  Services shall be determined in the following manner: (i) if
                  the upgrades relate to the Gilat Products and Services
                  provided by Gilat to any other customer, then the Most Favored
                  Nations provision of this Agreement shall apply, or (ii)
                  otherwise, the upgrades shall be available at a fair price
                  based upon good faith negotiations of the parties and
                  competitive pricing.

         (c)      IT provided by Gilat to StarBand. To facilitate StarBand's
                  transition to its own systems and processes, Gilat will
                  provide to StarBand to the extent indicated herein, certain
                  Information Technology (IT), and such other services as agreed
                  by

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                  the parties that may be reasonably required to operate the
                  StarBand business (collectively the "Transition Services.").
                  The terms and conditions, including prices, for those
                  Transition Services are described in Attachment B to this
                  Agreement. Any additional services required by StarBand and
                  agreed upon by Gilat will be provided on commercially
                  reasonable terms to be determined at a later date by mutual
                  agreement of the parties.

         (d)      Research and Development (R&D). Gilat will provide to
                  StarBand, on an on-going basis, all applicable technology and
                  software developments, enhancements and improvements made or
                  obtained by Gilat, under the terms specified in Attachment B
                  hereto.

         (e)      Optional Services. At the option of StarBand, Gilat will
                  provide StarBand with the following optional services, at
                  prevailing and customary market prices and terms: (i)
                  Installation, (ii) Operation and Maintenance, (iii) access to
                  satellite transmission and reception facilities and services
                  ("Space Segment"), and (iv) as detailed in paragraph 5 of
                  Attachment A, any other service required by StarBand in order
                  to provide the services contemplated by it, for which a
                  license, permit or other authorization is required.

         (f)      Minimum Quantities. StarBand undertakes to purchase from Gilat
                  not less then [*] Units each calendar year (the "Minimum
                  Quantities"). For the purpose of this Agreement the term
                  "Unit" shall mean - the combination of one (1) outdoor unit
                  and one (1) indoor unit and one (1) antenna.

2.       Gilat Products & Services - Order Priority.

         Gilat agrees to give priority to allocating sufficient manufacturing
         capacity to producing and timely delivering the Gilat Products &
         Services to be provided hereunder to StarBand in accordance with
         accepted delivery dates.

3.       Software License and Support/Intellectual Property.

         (a)      "Software" means any computer program, including any
                  modifications, updates, or additions, which may be included in
                  or with Gilat-provided Equipment as object code, or in
                  executable form in any medium, and related materials such as
                  diagrams, manuals and other documentation which are for use
                  with the Equipment provided to StarBand under this Agreement.

         (b)      Subject to the provisions of Attachment C, Gilat hereby grants
                  to StarBand (including a right to sublicense to its customers,
                  distributors and resellers) and StarBand accepts a
                  non-exclusive license to use or have used the Software
                  residing in Gilat-provided Equipment, but only for the purpose
                  of causing such Equipment to operate for the provision of
                  two-way transmission services and not otherwise. StarBand
                  shall not itself and will use its best commercial efforts to
                  not


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                  permit any third party to gain access to the Software or
                  transfer the Software to any third party, copy or permit to
                  have copied the Software, reverse engineer, disassemble,
                  de-compile, or transmit the Software in any form or by any
                  means. Software is and shall remain the exclusive property of
                  Gilat or Gilat's vendors. No license other than that
                  specifically stated herein is granted to StarBand, and
                  StarBand shall have no right under patent, trademark,
                  copyright, trade secret or other intellectual property of
                  Gilat or Gilat's vendors other than that granted herein.

         (c)      The service fees detailed in Attachment A cover to the extent
                  paid, the Software license and maintenance for the applicable
                  Software for the term of the Agreement. During the term of the
                  Agreement, Gilat will provide remedial software support
                  services, including bug fixes and changes to Software made
                  available by Gilat generally to correct errors or improve the
                  efficiency and effectiveness of the then current Software,
                  without adding new functions to the then current Software so
                  that Gilat's software operates properly on the Gilat-provided
                  Equipment in accordance with the specifications therefor.

         (d)      Except as set forth in Section 15 all intellectual property
                  rights subsisting in or related to the Equipment and Software
                  and/or Transition Services, including but not limited to
                  patents and other know-how and copyright, both registered and
                  unregistered, owned and/or otherwise used by Gilat and all
                  goodwill related thereto (collectively the "IP Rights") are
                  and shall remain at all times the exclusive property of Gilat
                  or, as the case may be, its affiliates and/or vendors and/or
                  licensors. StarBand shall not have or acquire any right, title
                  or interest in or otherwise become entitled to any IP Rights
                  by taking delivery of, making payment for, distributing and/or
                  selling or otherwise using or transferring the Equipment,
                  Software or Transition Services, other than such rights
                  granted in this Agreement.

4.       Most Favored Nations.

         Gilat shall provide at all times, and from time to time, all Gilat
         Products & Services or other products and services contemplated hereby
         to operate the Business on rates and terms no less favorable than the
         best terms offered on the Gilat Products & Services offered hereunder
         to other customers wherever situated. For these purposes, the Most
         Favored Nation concept refers to prices no higher than those charged by
         Gilat (as the case may be) for comparable products and services sold in
         comparable quantities on comparable terms and conditions including, but
         not limited to, subsidy, support or other related payment, made to
         other customers in bona fide offers or sales. Gilat's obligations
         hereunder shall apply to all commercial terms including without
         limitation warranties, costs of software upgrades, new products, terms
         and timing of shipping and delivery. If there is no similarly situated
         customer as described above, the parties shall


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         provide such products on commercially reasonable terms in the context
         of the transactions contemplated hereunder negotiated in good faith on
         an arm's-length basis.

         Notwithstanding the previous paragraph, beginning [*], in no event
         shall the prices charged hereunder by Gilat for any Gilat Products &
         Services or other products and services contemplated to be provided by
         Gilat to StarBand hereunder, irrespective of any quantity or subsidy,
         support or other terms, exceed [*] of the price charged by Gilat to any
         other customer in the consumer market, where ever located.

         The parties agree that in case any other provisions of this Agreement
         conflicts with the terms of this section, the terms of this section
         shall control.

5.       Transition Services.

         (a)      Attachment B describes the Transition Services to be provided
                  under this Agreement, including, without limitation, name of
                  service, pricing, and scope of service.

         (b)      Except as otherwise provided in this Agreement or unless
                  otherwise terminated pursuant to the terms detailed in
                  Attachment B, Gilat shall provide or cause to be provided each
                  of the Transition Services beginning on the Effective Date or
                  the date indicated in Attachment B and continuing through to
                  the expiration of the Transition Services Term, as such term
                  is defined in Section 7(b) below, unless otherwise terminated
                  pursuant to the terms detailed in Attachment B.

         (c)      StarBand may request Gilat to provide additional or modified
                  Transition Services that are not described in Attachment B.
                  Gilat will use commercially reasonable efforts to accommodate
                  any reasonable requests by StarBand to provide additional or
                  modified Transition Services. In order to initiate a request
                  for additional or modified Transition Services, StarBand shall
                  submit a request in writing to Gilat specifying the nature of
                  the additional or modified Transition Services and requesting
                  a cost estimate and time frame for completion. Gilat shall
                  respond within ten (10) days to such written request. Only if
                  StarBand accepts Gilat's offer to provide the additional or
                  modified Transition Services, will such additional or modified
                  Transition Services be provided hereunder and according to the
                  terms agreed to by the parties in writing.

6.       Transitional Cooperation.

         (a)      StarBand and Gilat will cooperate to assure an orderly and
                  efficient Transition. Each party shall make available, as
                  reasonably requested by the other party, sufficient resources
                  and timely decisions, approvals and acceptances, in order that
                  each party may perform its obligations under this Agreement in
                  a timely and efficient manner.


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         (b)      If the provision of a Transition Service in whole or in part
                  requires the consent of a third party to the assignment of any
                  license or other agreement, Gilat shall use best commercial
                  efforts to obtain such consent. If Gilat is unable to obtain
                  any such consent after using best commercial efforts, then the
                  parties will agree upon a commercially reasonable alternative
                  that next best approximates such Transition Service on a basis
                  consistent with Attachment B.

         (c)      If requested by StarBand in connection with the Transition,
                  Gilat shall use best commercial efforts to assist StarBand in
                  its efforts to enter into a license or other agreement with
                  any third party with whom Gilat and any of their affiliates
                  have a commercial relationship.

         (d)      Each party shall appoint a person for the purpose of
                  coordinating the Transition and the provision of the
                  Transition Services.

7.       Term.

         (a)      This Agreement shall become effective upon and the term shall
                  commence at the Effective Date and shall terminate five (5)
                  years thereafter (the "Term"), and shall automatically renew
                  for additional five (5) year terms. Without limiting Gilat's
                  obligations under the Most Favored Nations provisions of
                  Section 4, the pricing provisions related to the provision of
                  Gilat Products & Services hereunder shall be renegotiated in
                  good faith between the parties every two years, and such
                  renegotiated pricing provisions shall be attached hereto and
                  become a part hereof. If the parties fail to agree to new
                  prices, then the current prices will, subject to the most
                  favored nation provision hereof, remain in effect until the
                  parties reach agreement on new pricing.

         (b)      The Transition Services described in Attachment B shall be
                  provided by Gilat, as long as requested by StarBand at terms
                  provided for in this Agreement or as negotiated from time to
                  time by the management of StarBand and Gilat.

8.       Charges and Payment.

         (a)      Gilat shall ship Equipment to StarBand in material compliance
                  with confirmed delivery dates in order to achieve a consistent
                  supply of product over each calendar quarter. All payments
                  made under this Agreement shall be in U.S. Dollars. The prices
                  for the Gilat Products & Services provided hereunder are set
                  forth in Attachment A. Except as otherwise provided herein,
                  subject to Section 8(c) below, all payments for Equipment and
                  services and all other items delivered or otherwise provided
                  under the terms of this Agreement in any calendar quarter are
                  due and payable no later than one (1) business day prior to
                  the end of the quarter in which the Equipment, services, or
                  other items were delivered, provided that StarBand receives
                  necessary documentation (e.g., invoice, packing list, freight
                  documents) at least thirty (30) days before the date on which
                  payment is


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                  due. StarBand shall not be responsible for payment of
                  non-conforming product (that is, product that does not meet
                  the then applicable product performance specifications). For
                  non-conforming product on which StarBand has already made
                  payment, StarBand shall offset the price of that product
                  against current accounts payable.

         (b)      The terms of sale for all shipments from Gilat shall be
                  EX-WORKS Israel.

         (c)      StarBand shall pay for the Transition Services provided under
                  Attachment B hereto within 30 days after receiving a
                  reasonably detailed invoice from Gilat for such services from
                  Gilat.

         (d)      All charges for products or services and other items provided
                  under this Agreement are exclusive of federal, state, and
                  local sales, use, excise, utility, value-added and gross
                  receipts taxes, universal service fees any other applicable
                  tax withholding or similar deductions and assessments, and
                  other similar tax-like charges and tax-related surcharges
                  relating to charges or costs imposed by governmental or
                  quasi-governmental entities or other unaffiliated third
                  parties, all of which shall be borne and paid by StarBand.
                  StarBand and Gilat, as appropriate, each agree to provide the
                  others with a duly authorized tax exemption certificate, if
                  applicable. Taxes based on each party's net income shall be
                  the sole responsibility of such party. Gilat shall be
                  responsible for any home-country income, franchise, privilege
                  or occupational taxes imposed.

         (e)      All Equipment delivered by Gilat pursuant to the terms hereof
                  shall be new (and not refurbished) Equipment.

9.       Representations and Warranties.

         (a)      Each party shall comply, at its own expense, with the
                  provisions of all applicable municipal requirements and those
                  state, federal, and national laws that may be applicable to
                  the performance of this Agreement.

         (b)      The parties represent and warrant that they have and will have
                  all rights, titles, licenses, permissions and approvals
                  necessary to perform their obligations under this Agreement
                  and to grant the other parties the rights granted hereunder.

         (c)      Gilat represents and warrants that title in the Equipment and
                  the medium on which the Software is stored that are supplied
                  to StarBand hereunder, when conveyed to StarBand, shall be
                  good and its transfer rightful, and the Equipment and Software
                  shall be delivered free from any security interest or other
                  lien or encumbrance, save for certain components of the
                  Equipment or Software which are licensed to Gilat, in which
                  event the license granted to StarBand shall fully comply with
                  and not be in breach of the license agreement relating to such
                  component.


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         (d)      Gilat represents and warrants that the Equipment and Software
                  and its use by StarBand does not and will not infringe,
                  violate or in any manner contravene or breach any patent,
                  trademark, copyright, license or other property or proprietary
                  right or constitute the unauthorized use or misappropriation
                  of a trade secret of any third party.

         (e)      Gilat represents and warrants that all Software is year 2000
                  compatible and compliant (i.e., will correctly calculate,
                  compare, sort, extract, sequence, store and otherwise process,
                  in accordance with the Software's use and applicable
                  specifications, date related information and associated date
                  calculations for dates before, during and after the year 2000,
                  and will display date information in ways that are unambiguous
                  as to the determination of the century).

         (f)      Product Warranty

                  (i)      During the Warranty Period, the Equipment and
                           Software shall be in compliance in all material
                           respects with the then applicable (i.e., time of
                           order) technical performance specifications, and
                           shall be free from defects in workmanship and
                           materials. "Warranty Period" means: (A) for the hub
                           and server Equipment and all Equipment and Software
                           delivered therewith and installed in accordance with
                           the provisions hereof, from the time of delivery to
                           StarBand and for a period of twelve (12) months from
                           the later of the purchase or the date of
                           commissioning of such hub and server Equipment; (B)
                           for such Equipment that is part of hub operations
                           services, for the period during which StarBand
                           purchases such optional hub operations services from
                           Gilat; and (C) for all other Equipment and Software,
                           from the time of installation and for a period of
                           twelve (12) months thereafter. Notwithstanding the
                           foregoing and without limiting any other obligations
                           of Gilat hereunder, Gilat does not warrant that the
                           Software will be error free or uninterrupted in its
                           use or operation.

                           Thereafter, StarBand may purchase at its option an
                           extended full warranty at an annual cost equal to [*]
                           of the purchase price for all Equipment subject to
                           such extended warranty. Under this product warranty,
                           Gilat will be responsible for the cost of any
                           replacement parts and associated labor, overhead and
                           related expenses. After the above product warranty
                           periods have elapsed, Gilat will sell replacement
                           parts to StarBand for a period of seven (7) years
                           from StarBand's last purchase of particular products
                           at prices equal to the then current USB box price,
                           multiplied by [*] for the ODU, [*] for the USB Indoor
                           Unit, [*] for the LNBs, and [*] for the antenna/mount
                           system. Gilat reserves the right to provide notice
                           that a particular part will be discontinued and to
                           establish a time limit for all future orders of such
                           part.


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                  (ii)     A)       Under this product warranty, Gilat shall, at
                                    its sole option and expense, repair or
                                    replace any Equipment and/or Software found
                                    to be defective during the Warranty Period
                                    and returned to Gilat's premises at
                                    StarBand's expense. Return of the repaired
                                    or replaced Equipment or Software to
                                    StarBand's or its affiliates' original
                                    destination shall be at the expense of
                                    Gilat, unless Gilat determines that the
                                    Equipment and/or Software is not defective
                                    within the terms of the warranty, in which
                                    event StarBand shall pay Gilat all costs of
                                    handling, transportation and labor at
                                    Gilat's then prevailing rates.

                           B)       Under this product warranty, for Software,
                                    if an error in the Software precludes the
                                    Equipment from being in material compliance
                                    with the then applicable specifications,
                                    Gilat will use its commercial best efforts
                                    to supply a workaround, program temporary
                                    fix or update. The price for extended
                                    maintenance on Software shall be the monthly
                                    per site charge as set forth in Attachment
                                    A.

                  (iii)    Limitation on Warranties. This product warranty and
                           StarBand's remedies hereunder are solely for the
                           benefit of StarBand and shall not be extended to any
                           other person. StarBand shall be solely responsible
                           for the selection, use, efficiency and suitability of
                           the Gilat Products & Services. This warranty shall
                           not apply to any Equipment or Software to the extent
                           that such Equipment or Software: (A) has had the
                           serial number, model number or any other
                           identification markings removed or rendered
                           illegible; (B) has been damaged by improper
                           operation, maintenance, misuse, accident, neglect,
                           failure to continually provide a suitable operating
                           environment (including necessary ventilation,
                           electricity, protection from power surges, cooling
                           and/or humidity), or from any other cause beyond
                           Gilat's reasonable control, including force majeure,
                           and without Gilat's fault or omission or negligence
                           or the fault or negligence or omission of Gilat's
                           employees, agents or other representative; (C) has
                           been used in a manner not in accordance with the
                           instructions supplied by Gilat at the time or prior
                           to the delivery of the Equipment; (D) has been
                           subject to the opening of any sealed components
                           without Gilat's prior written approval; (E) has had
                           changes made by StarBand or StarBand's agents to the
                           physical, mechanical, electrical, software or
                           interconnection components of the Equipment supplied
                           by Gilat without written authorization of Gilat to do
                           so; or (F) has been repaired or otherwise altered by
                           anyone not under the control of, or not having the
                           written authorization of Gilat to do such repair or
                           alteration. With respect to software, Gilat's
                           obligation to provide remedial services shall only
                           apply if StarBand promptly implements each work
                           around, program temporary fix,


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                           update or other Gilat provided software problem
                           solution on each affected item of Equipment.

         (g)      Gilat represents and warrants that it shall perform all
                  services performed hereunder including all Transition Services
                  in a timely, thorough and professional manner.

         (h)      The parties represent and warrant that all financial records
                  regarding the transactions contemplated hereunder shall be
                  maintained in accordance with generally accepted accounting
                  principles consistently applied.

         (i)      The parties represent and warrant that they shall at all times
                  during the term of this Agreement and any renewals or
                  extensions hereof maintain all necessary insurance policies
                  usual and proper in the industry for the contemplated
                  transactions hereunder.

         (j)      THE WARRANTIES PROVIDED IN THIS SECTION AS TO EQUIPMENT AND
                  SOFTWARE CONSTITUTE THE SOLE AND EXCLUSIVE LIABILITY OF GILAT
                  FOR DEFECTIVE OR NONCONFORMING EQUIPMENT AND SOFTWARE AND
                  CONSTITUTE STARBAND'S EXCLUSIVE REMEDY FOR DEFECTIVE OR
                  NONCONFORMING EQUIPMENT AND SOFTWARE, EXCEPT FOR THE
                  INDEMNIFICATION PROVISIONS HEREOF AS TO THIRD PARTY CLAIMS.
                  EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY
                  OTHER WARRANTY, EXPRESS OR IMPLIED, OR STATUTORY INCLUDING
                  WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY
                  OR FITNESS FOR A PARTICULAR PURPOSE, AND AS TO THE DEFECTIVE
                  OR NONCONFORMING EQUIPMENT AND SOFTWARE, THESE WARRANTIES ARE
                  IN LIEU OF ANY OBLIGATIONS OR LIABILITIES ON THE PART OF GILAT
                  FOR DAMAGES, EXCEPT FOR CLAIMS UNDER THE INDEMNIFICATION
                  PROVISIONS HEREOF AS TO THIRD PARTY CLAIMS.

10.      Confidential Information.

         As used in this Agreement, the term "Confidential Information" means
         any information of a party disclosed by one party to another (the
         "Receiving Party") pursuant to this Agreement which is in written or
         other tangible form (including on magnetic media) or by oral, visual or
         other means, which is because of legends or other markings, the
         circumstances of disclosure or the nature of the information itself
         deemed to be proprietary and confidential, including without limitation
         this Agreement itself. Each party recognizes the importance of the
         Confidential Information. Accordingly, each party agrees as follows:


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separately with the U.S. Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.



         (a)      The Receiving Party agrees (i) to protect such Confidential
                  Information from disclosure to others, using the same degree
                  of care used to protect its own confidential or proprietary
                  information of like importance, but in any case using no less
                  than a reasonable degree of care, (ii) not to disclose except
                  as specifically permitted hereunder any of the Confidential
                  Information or any information derived therefrom to any third
                  person except to its affiliates, agents, contractors and
                  financing parties under a confidentiality obligation to the
                  Receiving Party, and (iii) not to make any use whatsoever at
                  any time of such Confidential Information except as expressly
                  authorized in this Agreement or as reasonably necessary for
                  the purposes of running their respective businesses. Subject
                  to restrictions on disseminating Confidential Information to
                  third parties contained in this Agreement, any affiliate,
                  employee, agent, contractor or financing party given access to
                  any such Confidential Information must have a legitimate "need
                  to know" and will be similarly bound to the Receiving Party in
                  writing (including without limitation pursuant to a
                  pre-existing agreement). The Receiving Party shall be
                  responsible to the disclosing party with respect to any breach
                  of the provisions of this section caused by any such third
                  parties provided access to Confidential Information by the
                  Receiving Party. Without granting any right or license, the
                  parties agree that the foregoing will not apply with respect
                  to information the Receiving Party can document (i) is in or
                  (through no improper action or inaction by the Receiving Party
                  or any affiliate, agent or employee of the Receiving Party)
                  enters the public domain, or (ii) was in its possession or
                  known by it prior to receipt from the disclosing party, or
                  (iii) was rightfully disclosed to it by another person without
                  restriction, or (iv) was developed independently by it without
                  use of the Confidential Information. The Parties recognize
                  that service providers (employees, consultants and the like)
                  may serve multiple parties hereto simultaneously and hereby
                  agree that disclosure to or from such service providers shall
                  not affect the obligations of confidentiality to the party
                  whose information is disclosed.

         (b)      Immediately upon termination of this Agreement, the Receiving
                  Party will return or, at the disclosing party's direction,
                  destroy or erase and certify the destruction or erasure of all
                  Confidential Information and all documents containing any such
                  Confidential Information and all copies and extracts of the
                  portions of such Confidential Information (regardless of the
                  media on which the Confidential Information is stored).

         (c)      Either party may disclose the other's Confidential Information
                  as required by law, regulation or applicable stock exchange
                  rules; provided however, that such party will provide the
                  other party as much notice as reasonably possible under the
                  circumstances of such disclosure and the opportunity to
                  contest such disclosure.

         (d)      Each Receiving Party acknowledges and agrees that due to the
                  unique nature of the Confidential Information, there may be no
                  adequate remedy at law for breach


                                  CONFIDENTIAL
                                       11
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separately with the U.S. Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.



                  of the obligations hereunder. Therefore upon any such breach
                  or any threat of such breach, the disclosing party may be
                  entitled to appropriate equitable relief in addition to
                  whatever remedies it might have at law and under this
                  Agreement.

         (e)      Notwithstanding anything herein to the contrary, the
                  provisions of this Section 10 shall survive for a period of
                  five (5) years following the expiration or termination of this
                  Agreement.

11.      Dispute Resolution.

         (a)      Each party shall designate an individual as its project
                  manager with the right and responsibility to represent such
                  party with regard to the day to day management of such party's
                  performance of the terms of this Agreement ("Project
                  Manager").

         (b)      Notwithstanding any other provisions of this Agreement to the
                  contrary, the following procedure shall be adhered to in all
                  disputes arising under or relating to this Agreement (other
                  than disputes arising under section 13(a)), that the parties
                  cannot resolve informally (the "Dispute").

                  (i)      Any party may initiate this dispute resolution
                           process by giving another party's Project Manager
                           written notice of the Dispute. The Project Managers
                           of the parties shall thereafter have a reasonable
                           period of time to resolve the Dispute, but in no
                           event longer than ten (10) days after delivery of the
                           written notice described in this section 11(b)(i).
                           All attempts at resolution shall be conducted in good
                           faith and in no event shall the Project Managers
                           waive attempts at such resolution.

                  (ii)     In the event the Project Managers are unable to
                           resolve a Dispute submitted to dispute resolution in
                           accordance with subsection (i) above, either party
                           may elect in writing, within five (5) days after
                           expiration of the ten (10) day period described in
                           (i) above, to refer the Dispute to appropriate senior
                           executive officers (Vice President or above) of the
                           parties having responsibility over such matters
                           ("Executive Officers"). The Executive Officers shall
                           thereafter have a reasonable period of time to
                           resolve the Dispute, but in no event longer than ten
                           (10) days following the written referral to them of
                           the Dispute. All attempts at resolution shall be
                           conducted in good faith and in no event shall the
                           Executive Officers waive attempts at such resolution.

                  (iii)    If the Project Managers are unable to resolve the
                           Dispute as described above, but neither party refers
                           the Dispute to the Executive Officers within the
                           indicated deadline, the relevant Dispute shall be
                           deemed withdrawn, but not waived. In order to
                           reestablish the claim, the claiming party will be
                           required to reinitiate the Dispute under section
                           11(b)(i).


                                  CONFIDENTIAL
                                       12
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treatment has been requested with respect to the omitted portions.



                  (iv)     If, at any time following the procedures of section
                           11(a)(i), and if relevant, Section 11(a)(ii), the
                           Project Manager or the Executive Officer for one
                           Party notifies one or more other parties in writing
                           that a Dispute considered under this section
                           constitutes a material breach of the terms and
                           conditions of this Agreement, pursuant to section
                           13(b)(ii) hereof, the ninety (90) day cure period
                           provided in section 13(b)(ii), or any applicable cure
                           or notice period with respect to such breach, will be
                           considered to commence as of the date of such notice.

                  (v)      Any notices delivered in accordance with the
                           procedures set out above shall not be deemed
                           effective until delivered to and received by the
                           receiving party in accordance with the notice
                           provisions of Section 12 hereof.

12.      Notices.

         All notices, requests, demands and other communications required or
         permitted hereunder shall be in writing and shall be deemed to have
         been duly given upon receipt if delivered by hand or telecopier (with
         confirming receipt):

         If to StarBand:

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

                  with a copy to:

                          Arnold & Porter
                          399 Park Avenue
                          New York, New York  10022
                          Attention:  Steven G. Tepper, Esq.

                  or to such other person or address as StarBand shall designate
                  in writing.

         If to Gilat:

                  The Office of General Counsel
                  Gilat Satellite Networks Ltd.
                  Yegia Kapayim St. Daniv Park
                  Kiryat Arye, Petah Tikva
                  49130 Israel
                  Tel: 972-3-925-2171
                  Fax: 972-3-925-2945


                                  CONFIDENTIAL
                                       13
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separately with the U.S. Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.



         with a copy to:

                  Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
                  30 Kalisher Street
                  Tel Aviv 65257
                  Israel
                  Tel: 972-3-510-7575
                  Fax: 972-3-510-7528
                  Attention: Gene Kleinhendler, Esq.

         or to such other person or address as Gilat shall designate in writing.

13.      Termination Rights.

         (a)      If any party becomes or is declared insolvent or bankrupt, is
                  the subject of any proceedings related to its liquidation,
                  insolvency or for the appointment of a receiver or similar
                  officer for it, makes an assignment for the benefit of all or
                  substantially all of its creditors, or enters into an
                  agreement for the composition, extension, or readjustment of
                  all or substantially all of its obligations, any other party
                  may, by giving thirty (30) days written notice thereof to the
                  affected party, terminate this Agreement without liability or
                  obligation, in whole or in part, as of a date specified in
                  such notice of termination.

         (b)      Any party may terminate this Agreement upon thirty (30) days
                  prior written notice to any other in the event of one of the
                  following:

                  (i)      A party's failure to pay any amounts due hereunder
                           that are not duly contested in good faith within
                           thirty (30) days after receipt of the terminating
                           party's written notice of default concerning the
                           same; or

                  (ii)     A party's failure to cure a material breach, within
                           ninety (90) days after receipt of the terminating
                           party's written notice of default concerning the
                           same. Notwithstanding the foregoing, if a material
                           breach is not able to be cured within such ninety
                           (90) days, the parties may agree to extend such
                           timeframe; provided, however, that Gilat may not
                           terminate this Agreement pursuant to this Section
                           13(b) so long as Gilat is directly or indirectly the
                           holder of 51% or more of the shares of rStar
                           Corporation or has the right or ability to elect or
                           appoint a majority of the Board of Directors of rStar
                           Corporation.

         (c)      With respect to breaches or defaults giving rise to a right to
                  terminate this Agreement, other than pursuant to section
                  13(a), the dispute resolution procedures of section 11(b)
                  shall be applicable. Any such right of termination shall be
                  suspended until the dispute resolution process in section
                  11(b) is completed or


                                  CONFIDENTIAL
                                       14
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treatment has been requested with respect to the omitted portions.



                  until the alleged breaching party has had an opportunity to
                  seek judicial intervention prior to the end of any applicable
                  cure period in a notice given under section 11(b)(iv).

         (d)      The remedies provided under this section 13 are not exclusive
                  of any other rights or remedies under law or equity to which
                  either party may be entitled to with respect to any breach or
                  failure by the other party.

         (e)      Transition Period. If this Agreement (including any extension
                  terms) expires by its own terms under section 7(a), or if any
                  party terminates this Agreement prior to the end of the
                  applicable term hereof, except for termination pursuant to
                  Section 13(b)(i) hereto, the parties will reasonably cooperate
                  with one another to facilitate an effective transition to
                  commercially reasonable alternatives as follows:

                  (i)      Gilat will fill outstanding purchase orders for a
                           period of no less than eighteen (18) months from the
                           date of termination at the expiration of the term or
                           for termination for reasons other than failure to pay
                           timely;

                  (ii)     Gilat will support StarBand operations and
                           subscribers with regular Software updates and
                           telecommunications facilities and services pursuant
                           to the Telecommunications Services Agreement (to the
                           extent such agreement remains in effect at the time
                           of termination) for three (3) years following
                           termination subject to payment of any applicable fees
                           therefor as set forth in this Agreement or in the
                           Telecommunications Services Agreement;

                  (iii)    Gilat's product warranty and warranty parts
                           obligations set forth in section 9 shall survive any
                           such expiration or termination.

14.      Limitation of Liability and Indemnification.

         (a)      Except as further limited by section 9(f) hereto, the sole and
                  exclusive remedy at law (other than with respect to claims
                  involving misrepresentation or fraud) for any claim (whether
                  such claim is based in tort, contract or otherwise) arising
                  out of a breach of any representation, warranty, covenant or
                  agreement in or pursuant to this Agreement shall be a claim
                  for actual damages, which claims are independent of and in
                  addition to any equitable rights or remedies. No party shall
                  be liable in any case to any other party for indirect,
                  consequential, punitive, special or other similar damages
                  arising out of or relating to this Agreement.

         (b)      Gilat shall, at its sole expense, defend, indemnify, and hold
                  StarBand harmless from and against all costs, expenses and
                  liabilities in connection with any claim, suit or action for
                  infringement of any intellectual property rights, including
                  patent, copyright, or trade secret rights which arise from any
                  of the products or services


                                  CONFIDENTIAL
                                       15
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separately with the U.S. Securities and Exchange Commission. Confidential
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                  provided by Gilat under this Agreement, including but not
                  limited to the currently pending Hughes claim.

         (c)      Should the Gilat Products & Services or any component thereof
                  that may be provided by Gilat under this Agreement become, or
                  in Gilat's opinion be likely to become, the subject of a claim
                  of infringement of any intellectual property rights, Gilat may
                  exercise any of the following options at their sole expense:
                  (i) procure for StarBand the right to continue using the Gilat
                  Products & Services; (ii) replace the same with comparable
                  alternatives; (iii) modify the same so as to be
                  non-infringing; and/or (iv) compensate StarBand for the full
                  purchase price of the impacted Gilat Products & Services plus
                  an additional amount StarBand is required to reimburse to any
                  of its customers as a result therefor.

         (d)      StarBand agrees that Gilat's liability for intellectual
                  property infringement shall not apply to any claim, suit or
                  action for infringement which may be brought against StarBand
                  to the extent due to: (i) StarBand's modification of the Gilat
                  Products & Services or any parts thereof or StarBand's
                  modification of the Software or any software associated
                  therewith; or (ii) use of the Gilat Products & Services or
                  Transition Services with any device, software or services
                  added by StarBand. StarBand further agrees that it will
                  indemnify Gilat on the same terms as Gilat is obligated to
                  indemnify StarBand pursuant to this section, should any claim
                  of infringement be made against Gilat to the extent caused by
                  StarBand's modifications or use as aforesaid. StarBand,
                  however, shall not be liable for any such modifications that
                  are made at the instruction of Gilat.

         (e)      StarBand hereby indemnifies Gilat, and shall indemnify and
                  save Gilat harmless from and against injuries, loss and/or
                  damage to Gilat's employees and/or their tangible personal
                  property and/or to the person or tangible personal property of
                  third parties to the extent caused by the willful or negligent
                  acts or omissions of StarBand.

         (f)      Gilat hereby indemnifies and shall indemnify and save StarBand
                  harmless from and against injuries, loss, or and/or damage to
                  StarBand's employees and/or its tangible personal property
                  and/or to the person or tangible personal property of third
                  parties to the extent caused by the willful or negligent acts
                  or omissions of Gilat.

         (g)      It is understood and agreed by StarBand that under this
                  Agreement, Gilat is providing the Gilat Products & Services
                  for purposes determined by StarBand. StarBand recognizes that
                  Gilat does not control the manner in which StarBand uses the
                  Gilat Products & Services, the access by others to the data or
                  other content transmitted over the StarBand network or the
                  content of the communications that StarBand transmits and
                  receives over its network. StarBand therefore agrees to
                  indemnify and hold Gilat and Gilat's officers, directors, and


                                  CONFIDENTIAL
                                       16
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treatment has been requested with respect to the omitted portions.



                  employees harmless from and against any and all claims for
                  direct damages, expenses, and losses (including reasonable
                  attorney's fees) to the extent arising out of or in connection
                  with (a) the use to which StarBand elects to put the Gilat
                  Products & Services; or (b) the content of the communications
                  that StarBand or its customers place over the Gilat Products &
                  Services.

         (h)      A party which is seeking indemnification hereunder shall
                  notify the indemnifying party in reasonable detail of the
                  event(s) giving rise to such claim for indemnification within
                  fifteen (15) business days after the indemnified party has
                  actual knowledge of such event(s). The indemnifying party
                  shall not have any liability to the indemnified party to the
                  extent that it is materially prejudiced as a result of any
                  delay in notification by the indemnified party nor shall the
                  indemnifying party be responsible for any additional loss
                  incurred by the indemnified party due to such delay by the
                  indemnified party. The indemnifying party shall have the right
                  to undertake the defense of any claim upon delivery of notice
                  to the indemnified party with respect to such claim. Such
                  defense shall be made with counsel reasonably acceptable to
                  the indemnified party. If the indemnifying party fails to
                  undertake the defense of the indemnified party within such
                  time period, the indemnified party may retain its own counsel
                  for such defense (which shall be reasonably acceptable to the
                  indemnifying party), and the indemnified party's reasonable
                  attorney's fees and expenses related to such claim shall be
                  paid by the indemnifying party. No party shall, without the
                  consent of the other party or parties, agree to any
                  non-monetary settlement of the indemnified claim.

15.      Within ninety (90) days after the Effective Date, Gilat agrees to
         commence providing the Escrow Agent the Escrow Materials as described
         in Attachment D and shall thereafter, during the term of this
         Agreement, continually provide to the Escrow Agent the Escrow Materials
         as are commercially reasonable. StarBand's right to access the Escrow
         Materials shall be as provided in the Escrow Agreement (All terms
         herein shall be defined in Attachment D).

         (a)      Effective upon the release of the Escrow Materials to
                  StarBand, Gilat grants to StarBand a fully paid-up and royalty
                  free license under Gilat's intellectual property rights
                  (including but not limited to, patents, inventions,
                  discoveries, trade secrets, know-how, and copyrights, but not
                  including trademarks and tradenames) to (a) make or have made
                  the Equipment as described in Attachment D of the Agreement;
                  (b) to incorporate into such manufactured Equipment the
                  licensed Software; and (c) to use, sell, lease, rent,
                  maintain, or otherwise dispose of the Equipment containing the
                  Licensed Software to the same extent as permitted under the
                  Master Agreement. Except as provided in Section 3.4 of the
                  Escrow Agreement, such license shall be irrevocable. Gilat
                  agrees that it will not enter into any agreements or
                  relationship with a third party which agreement or
                  relationship would preclude the exercise by StarBand of the
                  rights granted to it


                                  CONFIDENTIAL
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                  under this Section 15(a) and the Escrow Agreement. This
                  license grant shall give StarBand the right to have a
                  third-party complete and support the Escrow Materials for
                  StarBand, provided that such license shall be limited to
                  StarBands use to manufacture and support the Equipment as
                  specified in this provision. StarBand shall not be permitted
                  to license or sublicense others to use the Escrow Materials
                  (except as is incident to the sale or lease of the initial
                  Equipment by StarBand) or to manufacture or distribute the
                  Equipment except directly for and on behalf of StarBand.
                  Nothing herein shall be construed as a transfer of title to
                  the Escrow Materials, or any portion thereof, or any rights in
                  the intellectual property, trade secret, copyright or patent
                  rights related thereto, except in so far as they may be
                  licensed pursuant to the foregoing license.

16.      Governing Law; Jurisdiction.

         This Agreement, including all matters relating to the validity,
         construction, performance and enforcement hereof, shall be governed by
         the laws of the State of New York, without giving reference to its
         principles of conflicts of laws. Each of the parties hereto irrevocably
         submits to the exclusive jurisdiction of any federal court in the
         Southern District of New York, or, to the extent federal jurisdiction
         is not available, any state court in New York, in respect of any action
         arising out of or based upon this Agreement and irrevocably waives any
         objections which it may now or hereafter have to the laying of venue of
         any such action in any such court.

17.      Assignment.

         This Agreement will be binding on and inure to the benefit of the
         parties and their permitted successors and assigns. Except as to
         distributor and resellers engaged by StarBand to carry out the Business
         none of the parties to this Agreement may assign, transfer or convey
         any right, obligation or duty, in whole or in part, or of any other
         interest under this Agreement, without the prior written consent of the
         other relevant parties. Notwithstanding the foregoing, no consent shall
         be required in the case of an assignment by a party to an affiliate or
         subsidiary of such party. Furthermore no consent shall be required in a
         transaction involving a merger of StarBand where StarBand shall not be
         the surviving entity or a sale of all or substantially all the assets
         of StarBand.

18.      Waiver of Compliance.

         Other than sections 11(b)(i) or 11(b)(ii), any term or condition of
         this Agreement may be waived at any time by the party that is entitled
         to the benefit thereof, but no such waiver shall be effective unless
         set forth in a written instrument duly executed by or on behalf of the
         party waiving such term or condition. No waiver by any party of any
         term or condition of this Agreement, in any one or more instances,
         shall be deemed to be or construed as a waiver of the same or any other
         term or condition of this Agreement on any future occasion. All
         remedies, either under this Agreement or by law or otherwise afforded,
         will be cumulative and not alternative.


                                  CONFIDENTIAL
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treatment has been requested with respect to the omitted portions.



19.      Export Restrictions.

         StarBand agrees that it shall not export, re-export, resell, ship or
         divert the Equipment or Software directly or indirectly to any country
         for which a U.S. or other export license is required without first
         receiving confirmation that the U.S. Department of Commerce and other
         relevant authorities have approved or licensed, if required, such
         export, re-export, resale, shipment or diversion.

20.      Force Majeure.

         Unless specified otherwise, any delay in or failure of performance by
         any party under this Agreement shall not be considered a breach of this
         Agreement if and to the extent caused by events beyond the reasonable
         control of the party affected, including but not limited to acts of
         God, embargoes, governmental restrictions, strikes, riots, wars or
         other military action, civil disorders, rebellion, vandalism, or
         sabotage. The party whose performance is affected by such events shall
         promptly notify the other parties giving details of the force majeure
         circumstances, and the obligations of the party giving such notice
         shall be suspended during but not longer than the continuance of the
         force majeure, and the time for performance of the affected obligation
         hereunder shall be extended by the time of the delay caused by the
         force majeure event.

21.      Verification.

         Each party shall have the right to request on fifteen (15) days notice
         that a third party certified public accountant acceptable to Gilat and
         StarBand, but paid for by the party making the request, conduct an
         audit of the relevant records of another party to verify compliance
         with this Agreement or any portion thereof. The subject matters of such
         an audit may include, but are not necessarily limited to, capacity,
         price, cost, and related issues, but only to the extent this Agreement
         provides (expressly or by reasonable implication) that such matters are
         subject to verification by another party hereto.

22.      Entire Agreement; Amendments.

         This Agreement and any specified provisions of documents incorporated
         by reference contains the entire agreement between the parties with
         respect to the transactions contemplated hereunder, and supersede all
         prior arrangements or understandings with respect thereto, written or
         oral. Once this Agreement has been executed, any amendments hereto must
         be made in writing and signed by all parties.

23.      Survival.

         The provisions of section 9(f) Product Warranty, section 10
         Confidential Information, and section 11 Dispute Resolution and any
         other provision which by its terms survives the termination herein,
         shall survive the termination of this Agreement.


                                  CONFIDENTIAL
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24.      Severability.

         In the event that any portion of this Agreement is held to be
         unenforceable, the unenforceable portion shall be construed in
         accordance with applicable law as nearly as possible to reflect the
         original intentions of the parties and the remainder of the provisions
         shall remain in full force and effect.

25.      Counterparts.

         This Agreement may be executed in two or more counterparts, each of
         which shall be deemed an original, but all of which together shall
         constitute one and the same instrument.

26.      Headings.

         The headings contained in this Agreement are inserted for convenience
         only and shall not constitute a part hereof.


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                                  CONFIDENTIAL
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IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Agreement.


StarBand LATIN AMERICA HOLLAND (B.V.)

By:
   ---------------------------------------------
Print Name:
           -------------------------------------
Title:
      ------------------------------------------
Date:
     -------------------------------------------


GILAT TO HOME LATIN AMERICA (HOLLAND) N.V.

By:
   ---------------------------------------------
Print Name:
           -------------------------------------
Title:
      ------------------------------------------
Date:
     -------------------------------------------


GILAT TO HOME LATIN AMERICA, INC.

By:
   ---------------------------------------------
Print Name:
           -------------------------------------
Title:
      ------------------------------------------
Date:
     -------------------------------------------


Gilat Satellite Networks Ltd.

By:
   ---------------------------------------------
Print Name:
           -------------------------------------
Title:
      ------------------------------------------
Date:
     -------------------------------------------


                                  CONFIDENTIAL
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treatment has been requested with respect to the omitted portions.



                                  ATTACHMENT A

This Attachment A contains specific information regarding the Gilat Products &
Services to be provided to StarBand by Gilat.

Pursuant to the terms of this Agreement, StarBand shall purchase from Gilat (i)
the Skyblaster 360 satellite communications Equipment and Software described
below for use by Consumers, SOHO, and SME subscribers, and (ii) the DialAway IP
satellite communications Equipment and Software for use by consumers, SOHO, SME
and public call offices for voice and Internet applications. Gilat will provide
the indicated services for such Equipment and Software.

As regards pricing in this Attachment A, a "site" refers, as appropriate, to a
single operating unit, e.g., antenna, IDU, ODU, etc.

SKYBLASTER PRODUCT 360

1.       SkyBlaster Equipment:

         For Equipment delivered from Q4 2001 and beyond:

         $[*] per site (KU-Band).

         $[*] per site (C-Band).

         Includes:

         -        0.75 Meter antenna (.96M - add $[*]; 1.2M - add $[*]; 1.8M -
                  add $[*]).

         -        Standard Antenna Mount*

         -        0.5-1.0 Watt Outdoor Unit with LNB (for C-Band 2 Watts)

         -        SkyBlaster USB Box IDU

         *"Standard" mounts means basic penetrating roof/wall mount; additional
         mount characteristics require additional payment.

         At the earlier of (i) [*] Skyblaster 360 units sold in 2002, or (ii)
         December 30, 2002, Gilat and StarBand agree to negotiate in good faith
         lower prices for future deliveries.

2.       SkyBlaster Baseband Hub Equipment: $[*] subscribers in a single
         location (under the MSN assumptions*).

3.       Internet Farm (for 10,000 users under the MSN assumptions*):

         For server farm delivered in 2001: $[*]

         For server farm delivered in 2002: $[*]

         For server farm delivered in 2003 : $[*]

         Includes:


                                  CONFIDENTIAL
                                    ATT. A-1
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         -        QoS

         -        Outbound Security

         -        Flash

         -        Switch

*        Prices in (2) and (3) above are based on the following MSN traffic
         assumptions: (i) at Peak Hours, [*] of all subscribers are on-line;
         (ii) at Peak Hours, on-line subscribers use the outbound channel [*] of
         the time on average; and (iii) at Peak Hours, on-line subscribers use
         the inbound channels [*] of the time on average.

4.       Product Software License and Maintenance: $[*]/month/site.

         Includes:

         -        SkyBlaster Windows Driver

         -        IPSec

         -        IB QoS (does not support networking)

         -        Flash

         -        IPA

         -        All software updates (not including upgrades)

5.       Optional Recurring Services:

         Includes:

         -        Hub operations: $[*]/month/site

         -        Third level help desk: $[*]/month/site

         -        Internet connectivity: $[*]/month/site for a U.S.-based hub;

         $[*]/month/site for a non-U.S. based hub

         StarBand shall have no obligation to purchase any of these recurring
         services. StarBand may cancel one or more of these recurring services,
         at its discretion, upon ninety (90) days' notice and at the expiration
         of such notice period, the obligation of Gilat to provide such services
         shall cease. Gilat will provide adequate levels of service during such
         ninety (90) day notice period.

6.       Multicast Services System (MSS): $[*]/MSS hub site plus

         $[*]/month/subscriber plus a revenue sharing of [*] on MSS value added
         revenues above $[*]/month/subscriber and [*] on revenues above
         $[*]/month/subscriber. The MSS shall include software licenses and
         servers.

DIALAWAY IP PRODUCT

1.       DialAway IP Remote Equipment: $[*]/site for KU-BAND; $[*]/site for
         C-BAND.

      Includes:

         -        .75 Meter Antenna (.96M - add $[*]; 1.2M - add $[*]; 1.8M -
                  add $[*]).


                                  CONFIDENTIAL
                                    ATT. A-2
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separately with the U.S. Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.



         -        Standard Mount*

         -        1 Watt Outdoor Unit with LNB

         -        Indoor Unit, w/ Access to One (1) USB port

         -        Software license

         *"Standard" mounts means basic penetrating roof/wall mount; additional
         mount characteristics require additional payment.

2.       Hub Equipment: $[*]/VSAT hub chain.

         Includes: 1 hub basic configuration

3.       Internet Farm: $[*] per hub chain.

         Includes:

         -        HPA

         -        Switch

4.       Product Remote Software License and Maintenance: $[*]/month/site.

         Includes:

         -        IPA Client

         -        SSA Firmware

5.       Optional Recurring Services:

         Includes:

         -        Hub operations: $[*]/month/site

         -        Third level help desk: $[*]/month/site

         -        Internet connectivity: $[*]/month/site for a U.S.-based hub;

         $[*]/month/site for a non-U.S. based hub

         StarBand shall have no obligation to purchase any of these recurring
         services. StarBand may cancel one or more of these recurring services,
         at its discretion, upon ninety (90) days' notice and at the expiration
         of such notice period, the obligation of Gilat to provide such services
         shall cease. Gilat will provide adequate levels of service during such
         ninety (90) day notice period.


                                  CONFIDENTIAL
                                    ATT. A-3
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separately with the U.S. Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.



                                  ATTACHMENT B

                       Description of Transition Services

1.       In consideration for the Transition Services detailed below, performed
         by Gilat for StarBand, StarBand shall pay to Gilat the following fees
         (not including payments covering costs and expenses for employees
         loaned to StarBand by Gilat or any other payments that StarBand
         requests that Gilat process through its accounts payable, both of which
         StarBand will reimburse to Gilat):

         A.       Information Technology (IT) StarBand shall reimburse the
                  actual cost incurred by Gilat for IT services provided by
                  Gilat to StarBand.

         B.       Research and Development (R&D) For the right to receive on an
                  ongoing basis the most advanced technology and software and
                  any associated updates from Gilat at no additional cost,
                  Starband will pay to Gilat, in addition to the prices agreed
                  to in attachment A above, an amount of $[*] per VSAT, for up
                  to 10,000 VSATs sold by StarBand per calendar quarter. The
                  parties agree that there shall be no royalty payments by
                  StarBand to Gilat.

         C.       Real Estate. Star Band shall reimburse the actual costs
                  incurred by Gilat for the pro rata share of office space rent
                  paid on the premises of the facilities occupied by StarBand in
                  SUNRISE, FLORIDA and such locations in the Territory as are
                  necessary for the operation of the Business.

         D.       Administrative Services. Gilat shall provide StarBand with
                  such administrative services (including, without limitation,
                  financial, legal, accounting, tax preparation, human resources
                  and the like) as is reasonably required by StarBand for which
                  StarBand will reimburse Gilat for Gilat's actual cost incurred
                  by Gilat for providing such services.

         Except for (i) the R&D provisions mentioned above, which shall survive
         a period of two (2) years from the date of the signing of this
         Agreement and (ii) the Real Estate provision which shall be subject to
         the same termination notice provisions and other terms and conditions
         for early termination set forth in Gilat's leases for the respective
         properties, StarBand may, in its discretion and upon ninety (90) days'
         written notice, cancel one or more of the above Transition Services
         effective at the close of the first calendar quarter following the
         notice, at which time StarBand's obligation to pay Gilat the above
         quarterly fees will cease.


                                  CONFIDENTIAL
                                    ATT. B-1
<PAGE>   28
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separately with the U.S. Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.



                                  ATTACHMENT C

                                Non-Compete Terms


During the term of this Agreement (including all renewals thereof), Gilat
hereby agrees that it shall not, and shall not permit any of its affiliates
(other than StarBand) to, (a) directly or indirectly, offer in South America
(excluding Chile), Central America, Mexico and the Caribbean (the
"Territory"), except to Large Businesses (as defined below), any products or
services competitive with the Gilat Products & Services that are the subject
of this Agreement, including, without limitation, selling, offering for sale
or distributing free of charge, customer premises equipment ("CPE") or any
other products, services, equipment or other items related to the provision
by StarBand of such goods and services in the Territory, or (b) enter into or
permit to exist any transaction with StarBand unless such transaction is
negotiated and consummated on an arm's length basis and upon terms and
conditions no less favorable than those which StarBand could reasonably
expect to be offered by a third party in a substantially similar transaction;
provided, however, that the limitations set forth in clause (a) of this
paragraph shall not: (i) in any way limit the activities of StarBand
Communications Inc. in Mexico; or (ii) limit or prevent Gilat from conducting
business in Chile with COMUNICACION Y TELEFONIA RURAL  S.A., SERVICIOS
RURALES DE TELECOMUNICACIONES S.A., CTR HOLDINGS LTD., and RURAL
TELECOMMUNICATIONS CHILE S.A.

For the purpose herein, (a) "Existing VSAT Business" means the sale, marketing,
service support of VSAT equipment and VSAT-based network services and the
installation of such equipment; and (b) a "Large Business" means any
corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, trustee, unincorporated organization, authority or
other body that (i) has at least 100 VSAT sites and (ii) is centrally billed,
but that is not (A) an Internet Service Provider or (B) a provider of access to
the service (two-way broadband connectivity via satellite) at a residence or
"small office, home office" through an arrangement whereby it would be
reasonably likely that the provider of such access would be paid for such
access, if it was not obtaining another commercial benefit therefrom.

In addition to the foregoing, Gilat further represents and warrants that it will
sell Gilat Products & Services to other parties only pursuant to written terms
and conditions that are expressly limited in such a manner that will not impair
or conflict with StarBand's rights hereunder. Gilat further agrees to use
reasonable efforts to stop and/or discourage activities of other parties that
might attempt to sell Gilat Products & Services in the business segments
described above that are exclusively StarBand's, and to cooperate with StarBand
in this regard.

The preceding paragraphs shall apply to all two-way satellite products now in
existence or that are developed during the term of this agreement (including all
renewals thereof) by Gilat, or any of its affiliates, which shall be made
available to StarBand on mutually agreeable terms and conditions.

During the term of this Agreement (including all renewals thereof), StarBand
agrees that it shall not, in the Territory, offer to Large Businesses products
and services substantially similar to the products and services that compete
with the Existing VSAT Business, it being understood that


                                  CONFIDENTIAL
                                    ATT. C-1
<PAGE>   29
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separately with the U.S. Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.



nothing contained herein shall prevent StarBand from providing any services
whatsoever to any Person that is not a Large Business or to provide services to
a Large Business which at the time of provision of any equipment or services by
StarBand was not a Large Business and became a Large Business.

Gilat and StarBand each acknowledge that the covenants set forth above
pertaining to them contain reasonable limitations as to time, geographical area
and scope of activity to be restrained, and do not impose a greater restraint
than is necessary to protect and preserve for the benefit of the Parties the
goodwill of StarBand and Gilat and to protect the legitimate business interests
of the Parties. If, however, the covenants set forth above are determined by any
court of competent jurisdiction to be unenforceable by reason of their duration
or the scope of the geographical area covered or in any other respect, they will
be interpreted to extend only over the longest period of time for which they may
be enforceable and/or over the largest geographical area as to which they may be
enforceable and/or to the maximum extent in all other aspects as to which they
may be enforceable, all as determined by such court in such action.

These Non-Compete Terms shall terminate upon the termination of the Agreement by
either party thereto in accordance with the terms thereof.



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                                  CONFIDENTIAL
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separately with the U.S. Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.



                                  ATTACHMENT D

                                ESCROW AGREEMENT



Gilat and StarBand shall enter into an escrow agreement, as contemplated by
Section 15 of this Agreement, in form and substance mutually agreeable to them.


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                                  CONFIDENTIAL