Exhibit 10 - Escrow Agreement

                                ESCROW AGREEMENT

     This Escrow Agreement, is dated June 20th, 2003 by and among the Purchasers
listed on the signature  page hereof  ("Purchasers"),  Future  Ventures  Ltd., a
Turks & Caicos company,  as Lender  ("Lender"),  Satellite  Enterprises Corp., a
Nevada corporation (the "Company"),  and Corporate Legal Services, LLP as escrow
agent (the "Escrow Agent").

     Lender has entered into that certain Debenture (the "Debenture"),  dated as
of the date hereof,  by and between Lender and the  Purchasers.  The obligations
under the Debenture are secured by that certain Security Agreement,  dated as of
the date hereof (the "Security  Agreement"),  and guaranteed by the Company. The
Company,  Purchasers and Lender (the "Parties") have requested that Escrow Agent
act as Escrow Agent as provided herein.

     It is agreed as follows:

     1.   Escrow  Property.  Purchasers  shall deliver to Escrow Agent 3,740,484
          shares of common stock of the Company (the "Common Stock"), registered
          in  the  name  of the  Purchasers,  and  which  shall  be  and  remain
          beneficially owned by the Purchasers for all reporting  purposes.  The
          Purchasers  shall have the sole and absolute right to vote such shares
          so long as there is no breach or default under, or an Event of Default
          exists under, either the Security Agreement or the Debenture.

     2.   Disbursement.

          2.1  Upon an Event of  Default.  Thirty (30) days after  Escrow  Agent
               receives notice from Lender of an Event of Default,  Escrow agent
               shall, and the Parties hereby  irrevocably  instruct Escrow Agent
               to, release the Common Stock to Lender.  Escrow Agent shall cause
               the Company's  transfer agent to register such shares in the name
               of Lender immediately prior to such transfer,  and Escrow Agent's
               duties hereunder shall immediately terminate with no liability to
               any of the Parties.

          2.2  Termination.  Upon  satisfaction  of all  obligations  under  the
               Debenture,  this Escrow  Agreement  shall  terminate,  and Escrow
               Agent shall return the Common Stock to Jerry  Gruenbaum,  counsel
               to the  Purchasers.  Upon such  delivery,  Escrow  Agent's duties
               hereunder shall immediately terminate with no liability to any of
               the Parties.

     3.   Escrow Agents as Special Counsel to Parties.  The Parties  acknowledge
          that they are each aware that Escrow  Agent is acting,  and has acted,
          as  counsel  to  the  Company  and  Lender  in  connection  with  this
          Agreement,  the Debenture,  and the various other  agreements  entered
          into in  connection  with the  transactions  with SNW,  as well as the
          consummation of the  transactions  contemplated by such agreements and
          other  matters  and that the Escrow  Agent is a law firm and has been,
          and may in the future be, involved with  representing  the Company and
          its current shareholders and/or consultants with respect to any of the
          foregoing or any other matter. The Parties agree that the Escrow Agent
          acting  under this  Agreement  shall not  affect  the  Escrow  Agent's
          ability   to  act  as   counsel   to  the   Company   or  any  of  its
          representatives,  shareholders  or officers in any matter,  including,
          but not limited to, any claim,  action or  proceeding  with respect to
          this Agreement, any of the transactions contemplated by this agreement
          or the disposition of, or entitlement to, the Common Stock.

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     4. Escrow Agent.

          4.1  General.  The Escrow Agent shall act as escrow agent and hold and
               deliver the Common Stock  pursuant to the terms and conditions of
               this  Agreement.  The Escrow  Agent's duties under this Agreement
               shall cease upon release of the Common Stock to either  Lender or
               Purchasers in accordance with the terms of this Agreement.

          4.2  Limited Duties.  The Escrow Agent undertakes to perform only such
               duties as are expressly set forth in this  Agreement.  The Escrow
               Agent shall not incur any  liability  whatsoever  to Lender,  the
               Purchasers, the Company or any other person or entity, except for
               the Escrow  Agent's own  willful  misconduct  in its  capacity as
               escrow agent.

          4.3  Reliance  on  Notices.  The  Escrow  Agent  may rely and shall be
               protected  in acting or  refraining  from acting upon any written
               notice,  instruction  or request  furnished to it  hereunder  and
               believed by it to be genuine and to have been signed or presented
               by the proper party or parties. The Escrow Agent may conclusively
               presume  that  each  of the  undersigned  representatives  of the
               parties  hereto  has full power and  authority  to  instruct  the
               Escrow Agent on behalf of that party.

          4.4  Limited Responsibilities.  The Escrow Agent's sole responsibility
               upon receipt of any notice  requiring  any delivery of the Common
               Stock  pursuant to the terms of this  Agreement is to deliver the
               Common Stock as provided in this Agreement,  and the Escrow Agent
               shall have no duty to determine  the  validity,  authenticity  or
               enforceability of any specification or certification made in such
               notice.

          4.5  Action in Good Faith. The Escrow Agent shall act in good faith at
               all times,  and the Escrow  Agent may consult with counsel of its
               own choice.

          4.6  Disputes. In the event of a dispute between the parties as to the
               proper disposition of the Common Stock, the Escrow Agent shall be
               entitled (but not required) (i) to retain the Common Stock in its
               possession  pending direction as to the disposition  thereof by a
               final  order,  from  which no further  appeal may be taken,  of a
               court having proper  jurisdiction,  or (ii) to deliver the Common
               Stock into the possession of any court of proper  jurisdiction as
               such is set forth in Section  7.1 of this  Agreement,  and,  upon
               giving  notice to Lender  and Jerry  Gruenbaum,  on behalf of the
               Purchasers,  of such action,  shall  thereupon be relieved of all
               further responsibility.

          4.7  Indemnification.  Each of Lender,  the Purchasers and the Company
               hereby jointly and severally  agree to indemnify the Escrow Agent
               for, and to hold it harmless against,  any loss,  claim,  action,
               liability,  damage, cost or expense incurred without bad faith on
               the part of the Escrow Agent arising out of or in connection with
               the Escrow  Agent's  entering into and or  performing  under this
               Agreement,  including,  but not  limited to, the cost and expense
               (including,  but not limited to,  attorneys' fees and expenses at
               the rate of $250 per hour if handled  by Escrow  Agent's in house
               attorneys)  of  defending  itself  against  any claim,  action or
               liability.

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     5.   Escrow  Agents  Not  Affected  By  Other  Agreements.  This  Agreement
          expressly  sets forth all the duties of the Escrow  Agent with respect
          to any  and  all  matters  pertinent  hereto.  No  implied  duties  or
          obligations  shall be read  into this  Agreement  against  the  Escrow
          Agent.  The Escrow Agent, in it's capacity as such, shall not be bound
          by the provisions of any agreement among the parties to this Agreement
          other than this Agreement.

     6.   Notices.  Any notices  required to be delivered  to the Escrow  Agent,
          including,  but not limited to, the Notice of Closing, shall be deemed
          received  by the Escrow  Agent when the Escrow  Agent  physically  has
          possession of such notice.  Any notice required to be delivered to the
          Purchasers shall be deemed delivered upon mailing to Jerry Gruenbaum.

     7.   Miscellaneous.

          7.1  Jurisdiction.  Any  proceeding,  action,  litigation  or claim (a
               "Proceeding") arising out of or relating to this Agreement or any
               of the  transactions  contemplated  herein  may be brought in the
               courts of the State of California, County of Los Angeles, city of
               Santa Monica, or, if it has or can acquire  jurisdiction,  in the
               United  States  District  Court  for  the  Central   District  of
               California,  and each of the parties  irrevocably  submits to the
               exclusive jurisdiction of each such court in any such Proceeding,
               waives any objection it may now or hereafter  have to venue or to
               convenience  of forum,  agrees  that all claims in respect of the
               Proceeding  shall be heard and determined  only in any such court
               and agrees not to bring any Proceeding arising out of or relating
               to this Agreement or any of the transactions  contemplated herein
               in any other court. The parties agree that either or both of them
               may  file a copy of this  paragraph  with any  court  as  written
               evidence  of  the  knowing,  voluntary  and  bargained  agreement
               between the parties  irrevocably to waive any objections to venue
               or to convenience of forum.  Each party hereto hereby consents to
               process  being  served in any such  action or  proceeding  by the
               mailing of a copy  thereof to the address set forth  opposite its
               name  below and  agrees  that such  service  upon  receipt  shall
               constitute  good and  sufficient  service  of  process  or notice
               thereof.  Nothing in this paragraph shall affect or eliminate any
               right to serve process in any other manner permitted by law.

                    WAIVER OF JURY TRIAL.  THE PARTIES HEREBY WAIVE ANY RIGHT TO
               TRIAL BY JURY IN ANY  PROCEEDING  ARISING  OUT OF OR  RELATING TO
               THIS AGREEMENT OR ANY OF THE CONTEMPLATED  TRANSACTIONS,  WHETHER
               NOW  EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  SOUNDING IN
               CONTRACT,  TORT OR OTHERWISE.  THE PARTIES AGREE THAT ANY OF THEM
               MAY  FILE A COPY OF THIS  PARAGRAPH  WITH ANY  COURT  AS  WRITTEN
               EVIDENCE OF THE KNOWING,  VOLUNTARY AND  BARGAINED-FOR  AGREEMENT
               AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY
               PROCEEDING  WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR
               ANY OF THE CONTEMPLATED  TRANSACTIONS SHALL INSTEAD BE TRIED IN A
               COURT OF  COMPETENT  JURISDICTION  BY A JUDGE  SITTING  WITHOUT A
               JURY.

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          7.2  Captions.  The captions in this Agreement are for  convenience of
               reference  only  and  shall  not  be  given  any  effect  in  the
               interpretation of this Agreement.

          7.3  No Waiver. The failure of a party to insist upon strict adherence
               to any  term of  this  Agreement  on any  occasion  shall  not be
               considered a waiver or deprive that party of the right thereafter
               to insist upon strict adherence to that term or any other term of
               this agreement. Any waiver must be in writing.

          7.4  Exclusive  Agreement;   Amendment;   Assignment.  This  Agreement
               supersedes all prior agreements among the parties with respect to
               the escrow of the Common  Stock,  is intended  as a complete  and
               exclusive  statement  of the  terms of the  agreement  among  the
               Parties with respect  thereto and cannot be changed or terminated
               orally.  No party may assign any  rights or  delegate  any of its
               duties under this Agreement,  but this Agreement shall be binding
               upon and inure to the  benefit of the  successors  of the parties
               hereto.

          7.5  Counterparts.  This  Agreement  may be executed in  counterparts,
               each of which shall be considered  an original,  but all of which
               together shall constitute the same instrument.

          7.6  Governing  Law.  This  Agreement  and all  amendments  hereof and
               waivers and  consents  hereunder  shall be  governed  by, and all
               disputes arising  hereunder shall be resolved in accordance with,
               the internal law of the State of  California,  without  regard to
               the conflicts of law principles thereof.

FUTURE VENTURES LTD.                               CORPORATE LEGAL SERVICES, LLP

      BY: STERLING NOMINEES LTD..


      By: /s/ Keith Burant                         By: /s/ Reid Breitman
            --------------------------                --------------------------
            Keith Burant                              Reid Breitman, Partner
            Director


      Purchasers, under power of attorney:

      By: /s/ Steve Mannen
         ----------------------------------
         Steve Mannen, Attorney in Fact,
         and individually as a purchaser

Purchasers:  Mr. M. Keizer,  Mr. H.E.  Rudolph,  Burest Holding BV, Mr. J.G. van
Burken, Mr. Niels Reijers, and Mr. Steve Mannen

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