Exhibit 10.4 - Esxrow Instruction
                                                                        ANNEX II
                                                                              TO
                                                   SECURITIES PURCHASE AGREEMENT

                            JOINT ESCROW INSTRUCTIONS


Dated as of the date of the
Securities Purchase Agreement to
Which These Joint Escrow
Instructions Are Attached

Krieger & Prager llp
39 Broadway, Suite 1440
New York, New York 10006

Attention:  Samuel M. Krieger, Esq.

Dear Mr. Krieger:

     These Joint  Escrow  Instructions  are attached as Annex II to that certain
Securities  Purchase  Agreement of even date herewith (the "Agreement")  between
Satellite Enterprises Corp., a Nevada corporation (the "Company") and the one or
more Buyers named therein (each,  a "Buyer").  Reference is also made to Annex V
to the Agreement  ("Annex V").  Capitalized  terms used herein and not otherwise
defined herein shall have the respective meanings provided in the Agreement.

     As  escrow  agent  for  both  the  Company  and  each  of the  Buyers,  you
(hereafter,  the "Escrow Agent") are hereby  authorized and directed to hold the
documents and funds  (together with any interest  thereon,  the "Escrow  Funds")
delivered  to the  Escrow  Agent  pursuant  to the  terms  of the  Agreement  in
accordance with the following instructions:

     1. (a) The Escrow  Agent  shall,  as  promptly as  practicable,  notify the
Company  orally or in writing of receipt of the Purchase Price for the Purchased
Shares and Warrants (collectively, the "Purchased Securities") from or on behalf
of each  Buyer and  notify  the Buyer  orally or in  writing  of  receipt of the
Certificates.1 As promptly as practicable upon the Escrow Agent's receipt of the
relevant Purchase Price from the Buyers and, from the Company,  the Certificates
and opinion of counsel of the Company  (or,  with  respect to any one or more of
them, receipt of notice,  whether oral or in written form, from the Company or a
Buyer that the  respective  conditions  precedent  to the purchase and sale have
been satisfied or waived) (collectively,  the "Release Conditions"),  the Escrow
Agent shall release, as contemplated below and after reduction by the amounts


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1 Delivery and release of the Stock Certificates is subject to the provisions of
the Agreement, including, without limitation, the provisions of Annex V.

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referred to below in this  Section 1, the  relevant  Escrow Funds to or upon the
order of the Company, and shall release the relevant Certificates to the Buyer.

     (b) The term "Finder's Compensation" means (i) a cash amount (the "Finder's
Fee") equal to (x) an aggregate of thirteen and 43/1000  percent  (13.043%;  the
"Finder's  Fee  Percentage)  of the Total  Purchase  Price,2 less (y) the sum of
$17,500,  and (ii) warrants (the  "Finder's  Warrants"),  which the Company will
issue to the  Finder  or its  designees,  to  purchase  an  aggregate  number of
1,000,000 shares.  The Finder's Warrants shall have an initial exercise price of
US$0.50  (subject to  adjustment  for capital  events  subsequent to the Closing
Date), an expiration date of approximately  five years from the relevant Closing
Date,  cashless exercise rights similar to those provided in the Warrants issued
to Buyers,  piggy-back registration rights and such other terms otherwise agreed
upon by the Company and the Finder.  The Finder's Warrants shall be delivered to
the Escrow Agent together with the relevant  Certificates  and shall be released
to the  Finder  or its  designees  upon  the  release  of  the  relevant  Escrow
Properties.

     (c) The term  "Escrow  Agent  Fee"  means  the  amount  of  $25,000,  which
represents  the legal and escrow fees payable to the Escrow Agent in  connection
with the  preparation of the  Transaction  Agreements and acting as escrow agent
under these Joint  Escrow  Instructions.  The term does not include the Investor
Counsel  Registration  Statement  Review Fee (as  defined  below) or any amounts
payable to the Escrow Agent pursuant to any other  provisions of the Transaction
Agreements  or pursuant to the terms of these Joint  Escrow  Instructions  other
than this Section 1. Prior to the Closing Date,  the Company has paid the Escrow
Agent the  non-refundable  amount of $7,500.00,  which amount will be applied to
the Escrow Agent Fee.

     (d) Subject to the  provisions of Section 1(h) hereof,  on the Closing Date
and on the date when certain occurrences described below occur, the Escrow Agent
shall release Escrow Property and distribute it in accordance with the following
instructions:

          (I) On the Closing Date, the Escrow Agent shall:

          (i)  release,  to or upon the order of the  Finder,  on account of the
               Finder's  Compensation,  (x) a cash  amount,  on  account  of the
               Finder's Fee, equal to (1) the amount equal to the Total Purchase
               Price,  less the Total Purchase Price Reserve (as defined below),
               multiplied  by (2)  the  Finder's  Fee  Percentage,  and  (y) the
               Finder's Warrants;

          (ii) release,  to or upon the order of the  Escrow  Agent,  the Escrow
               Agent Fees (less the  $7,500.00 of the Escrow Agent Fee which was
               previously advanced);

          (iii)release,  to or upon the order of Company  Counsel (as defined in
               the Registration  Rights Agreement),  an amount equal to $25,000,
               on  account  of the  total  $50,000  fee  (the  "Company  Counsel
               Registration  Fee")  payable by the Company  pursuant to an April
               28, 2004 legal retainer agreement with Company Counsel;


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2 Consisting of (i) a fee of ten percent (10%) of the Total Purchase Price,  and
(ii) a  non-accountable  expense allowance of three and 43/1000 percent (3.043%)
of the Total Purchase Price.

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          (iv) release,  to Krieger & Prager,  LLP, as security  interest  agent
               under the  Pledge  Agreement  ( as defined in Annex V), an amount
               (the "Reserved Escrow Funds") equal to following sums:

               (x)  an amount (the "Total  Purchase Price Reserve") equal to the
                    Total Purchase Price less $2,000,000.00,

               (y)  an  amount   equal  to   $25,000   (the   "Company   Counsel
                    Registration Fee Reserve"),  to be applied to the balance of
                    the Company Counsel  Registration  Fee, as described  below;
                    and

               (z)  an amount  (the  "Investor  Counsel  Registration  Statement
                    Review Fee") equal to $4,500,  to be applied to satisfaction
                    of the fees payable  pursuant to the  Company's  obligations
                    under Section 5 of the Registration Rights Agreement;

          (v)  release,  to or upon the order of GCH Capital, an amount equal to
               $150,000,  in payment of the consulting fees referred to in Annex
               V; and

          (vi) release  the  balance of the Escrow  Funds to the  Company (to be
               wired to an account in the Company's name).

     (II)  When  Investors'  Counsel  (as  defined  in the  Registration  Rights
Agreement)  provides  comments  to the  Company  on the  Company's  draft of the
Registration  Statement,  the Escrow  Agent will  release the  Investor  Counsel
Registration Statement Review Fee to the Investor's Counsel.

     (III) Upon "receipt of proof" of filing of the Registration  Statement with
the SEC in  proper  form  (which  "receipt  of  proof"  shall  be  based  on the
availability of such filed Registration  Statement on EDGAR3),  the Escrow Agent
shall:

          (i)  release,  out of the Company Counsel Registration Fee Reserve, to
               or upon the order of Company Counsel, an amount equal to $10,000,
               to be applied to the balance of the Company Counsel  Registration
               Fee;

          (ii) release,  to or upon the order of the  Finder,  on account of the
               Finder's  Fee, an amount equal to (x) (1) the amount equal to the
               Total Purchase Price Reserve, multiplied by (2) the Finder's Fee
               Percentage, less (y) $17,500;

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3 Company Counsel shall advise the Escrow Agent of such filing, which is subject
to confirmation  of such filing based on its  availability on the SEC website or
on 10kwizard.com or freeedgar.com.

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          (iii)with  respect  to  any  Buyer  which,   prior  to  the  date  the
               Registration  Statement has filed,  has made a claim for Periodic
               Amounts,  if any, to be paid in cash, (x) if the Company has made
               an election under Section  2(b)(v)(A) of the Registration  Rights
               Agreement, release such amount to Company Counsel as contemplated
               by  that  section,  or (y) if  the  Company  has  not  made  such
               election,  the  amount of the  Periodic  Amount  due to each such
               Buyer, which payment shall be made by check; and

          (iv) release the balance of the Escrow  Funds  (other than the balance
               of the Company Counsel  Registration  Fee Reserve) to the Company
               (to be wired to an account in the Company's name).

     (IV)  Upon  "receipt  of  proof"  of  filing  of  each of the  first  three
amendments  to the  Registration  Statement  (after  the  initial  filing of the
Registration  Statement  referred to in the  preceding  part (III)),  the Escrow
Agent shall  release,  out of the remaining  Company  Counsel  Registration  Fee
Reserve,  to or upon the order of Company Counsel, an amount equal to $5,000, to
be applied to the balance of the Company Counsel Registration Fee.

     (V) Upon written  confirmation from Company Counsel that the Effective Date
has occurred,  the Escrow Agent shall  release,  to or upon the order of Company
Counsel,  the remaining balance, if any, of the Company Counsel Registration Fee
Reserve, to be applied to the balance of the Company Counsel Registration Fee.

     (e) If the relevant  Certificates  for the Closing  Date are not  deposited
with the  Escrow  Agent  within ten (10) days  after  receipt by the  Company of
notice of receipt  by the  Escrow  Agent of the  Purchase  Price  funds from the
Buyers,  the Escrow  Agent  shall  notify  the  Buyers  and each Buyer  shall be
entitled  to cancel the  purchase  and  demand  repayment  of the funds.  If the
Purchase Price funds are not deposited as cleared funds with the Escrow Agent by
the Closing  Date,  the Escrow  Agent  shall  notify the Company and the Company
shall be  entitled  to cancel the  purchase  and demand  return of the  relevant
Certificates deposited in escrow.

     (f)  Notwithstanding  the Escrow Agent's receipt of the Release  Conditions
with  respect to the  Closing  Date,  if the Company or the Buyer  notifies  the
Escrow  Agent  before  the  release of the  relevant  Escrow  Property  that the
conditions precedent to the obligations of the Company or the Buyer, as the case
may be, under the Agreement  with respect to the purchase and sale of Securities
to be effected  on such  Closing  Date were not  satisfied  or waived,  then the
Escrow  Agent  shall  return the  relevant  Escrow  Funds to the Buyer and shall
return such Certificates to the Company.

     (g) Prior to return of any Escrow Funds to a Buyer, the Buyer shall furnish
such tax reporting or other  information as shall be appropriate  for the Escrow
Agent to comply with applicable United States laws.

     (h) Reference is made to Annex V and to the terms defined  therein.  If the
Stock  Certificates  and the Issue Date Opinion are not delivered by the Company
to the Escrow Agent by the Final Issue Date, the Escrow Agent, in its capacity

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as the Security  Interest  Agent,  shall return to the Buyer the amount equal to
(i) the Escrow  Balance  (as  defined  below),  multiplied  by (ii) the  Buyer's
Allocable  Share.  The term  "Escrow  Balance"  means  the sum of (i) the  Total
Purchase  Price  Reserve,  and (ii) if,  but only if,  there are no  Transferred
Shares, the sum of (x) the Company Counsel Registration Fee and (y) the Investor
Counsel Registration Statement Review Fee. (If there are any Transferred Shares,
the Company  Counsel  Registration  Fee and the  Investor  Counsel  Registration
Statement  Review Fee shall be applied as contemplated by paragraph  (d)(I)(iii)
of this Section 1, without regard to the provisions of this Section 1(h),  Annex
V or the Pledge  Agreement.)  The  Company  hereby  grants the Buyers a security
interest in the Reserved Escrow Funds to secure the Company's Obligations to the
Buyers,  and in  furtherance  thereof,  the  Company  is  executing  the  Pledge
Agreement attached as Exhibit 1 to said Annex V.

          (i)  The Escrow Agent shall  deposit all funds  received  hereunder in
               the Escrow  Agent's  attorney  escrow  account at The Bank of New
               York or at such  other  bank  at  which  the  Escrow  Agent  then
               maintains  other escrow  accounts;  the  interest  earned on such
               account shall be deemed the property of the party  depositing the
               funds in escrow.

     2. The Escrow Agent's duties hereunder may be altered, amended, modified or
revoked only by a writing signed by the party to be charged therewith.

     3. The Escrow Agent shall be  obligated  only for the  performance  of such
duties as are  specifically set forth herein and may rely and shall be protected
in relying or refraining  from acting on any instrument  reasonably  believed by
the  Escrow  Agent to be genuine  and to have been  signed or  presented  by the
proper party or parties. The Escrow Agent shall not be personally liable for any
act the Escrow  Agent may do or omit to do  hereunder  as the Escrow Agent while
acting in good faith,  and any act done or omitted by the Escrow Agent  pursuant
to the  advice  of the  Escrow  Agent's  attorneys-at-law  shall  be  conclusive
evidence of such good faith.

     4. The Escrow Agent is hereby expressly authorized to disregard any and all
warnings  given  by  any  of the  parties  hereto  or by  any  other  person  or
corporation,  excepting  only  orders or  process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order,  judgment
or decree,  the Escrow Agent shall not be liable to any of the parties hereto or
to any  other  person,  firm or  corporation  by  reason  of such  decree  being
subsequently reversed,  modified,  annulled, set aside, vacated or found to have
been entered without jurisdiction.

     5. The Escrow  Agent  shall not be liable in any  respect on account of the
identity,  authorities  or rights of the  parties  executing  or  delivering  or
purporting  to execute or  deliver  the  Agreement  or any  documents  or papers
deposited or called for hereunder.

     6. The Escrow  Agent shall be  entitled  to employ  such legal  counsel and
other experts as the Escrow Agent may deem  necessary to advise the Escrow Agent
properly in connection with the Escrow Agent's duties  hereunder,  may rely upon
the advice of such  counsel,  and may pay such counsel  reasonable  compensation
therefor.  The Escrow Agent has acted as legal counsel for the Buyers and/or the
Finder and/or their respective affiliates, and may continue to act as legal

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counsel for any one or more of such parties, from time to time,  notwithstanding
its duties as the Escrow  Agent  hereunder.  The Company  consents to the Escrow
Agent  acting in such  capacity  as legal  counsel for a Buyer or the Finder and
waives any claim that such  representation  represents a conflict of interest on
the part of the Escrow Agent.  The Company and each Buyer  understands  that the
Buyer and the Escrow Agent are relying explicitly on the foregoing  provision in
entering into these Joint Escrow Instructions.

     7. The Escrow  Agent's  responsibilities  as escrow agent  hereunder  shall
terminate if the Escrow Agent shall resign by written  notice to the Company and
the Buyer. In the event of any such resignation, the Buyer and the Company shall
appoint a successor Escrow Agent.

     8. If the Escrow Agent reasonably  requires other or further instruments in
connection  with these  Joint  Escrow  Instructions  or  obligations  in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

     9. It is  understood  and agreed that should any dispute arise with respect
to the delivery and/or  ownership or right of possession of the documents or the
Escrow Funds held by the Escrow Agent hereunder,  the Escrow Agent is authorized
and directed in the Escrow  Agent's sole  discretion (1) to retain in the Escrow
Agent's possession without liability to anyone all or any part of said documents
or the Escrow Funds until such disputes shall have been settled either by mutual
written  agreement  of the  parties  concerned  or by a final  order,  decree or
judgment  of a court of  competent  jurisdiction  after the time for  appeal has
expired and no appeal has been perfected, but the Escrow Agent shall be under no
duty  whatsoever to institute or defend any such  proceedings  or (2) to deliver
the Escrow Funds and any other  property and documents  held by the Escrow Agent
hereunder  to  a  state  or  federal  court  having  competent   subject  matter
jurisdiction  and located in the State and City of New York in  accordance  with
the applicable procedure therefor.

     10. The Company and the Buyer agree  jointly and severally to indemnify and
hold  harmless the Escrow Agent from any and all claims,  liabilities,  costs or
expenses in any way arising from or relating to the duties or performance of the
Escrow Agent hereunder other than any such claim, liability,  cost or expense to
the extent  the same  shall (a) have been tax  obligations  in  connection  with
Escrow Agent's fee hereunder, or (b) have been determined by final, unappealable
judgment of a court of competent  jurisdiction  to have  resulted from the gross
negligence or willful misconduct of the Escrow Agent, or (c) be a liability,  or
arise from liability, to either the Company or the Buyer.

     11. Any notice  required or  permitted  hereunder  shall be given in manner
provided in the Section headed  "NOTICES" in the  Agreement,  the terms of which
are incorporated herein by reference.

     12. By signing these Joint Escrow Instructions,  the Escrow Agent becomes a
party hereto only for the purpose of these Joint Escrow Instructions; the Escrow
Agent does not become a party to the  Agreement.  The Company and the Buyer have
become  parties  hereto by their  execution  and delivery of the  Agreement,  as
provided therein.

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     13. This  instrument  shall be binding upon and inure to the benefit of the
parties hereto, and their respective  successors and permitted assigns and shall
be  governed  by the laws of the  State of New York  without  giving  effect  to
principles  governing the conflicts of laws. A facsimile  transmission  of these
instructions  signed  by the  Escrow  Agent  shall be legal and  binding  on all
parties hereto.

     14.  The  parties  hereto  hereby  waive  a trial  by  jury in any  action,
proceeding or  counterclaim  brought by either of the parties hereto against the
other in respect of any matter arising out of or in connection  with these Joint
Escrow Instructions.

     15. The  rights  and  obligations  of any party  hereto are not  assignable
without the written  consent of the other  parties  hereto.  These Joint  Escrow
Instructions constitute the entire agreement amongst the parties with respect to
the subject matter hereof.

     16. The Company agrees that the Finder is a third party  beneficiary of the
provisions of the Section 1 with respect to the Finder's  Compensation  and that
such  provisions can not be amended or revoked without the prior written consent
of the Finder.

ACCEPTED BY ESCROW AGENT:
KRIEGER & PRAGER llp

By:
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Date:
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