EXHIBIT 10.30

Certificate No.:  ________                      Principal Amount:

                                                      $640,000.00



                       DBS INDUSTRIES, INC.

                             $640,000

                 THREE YEAR CONVERTIBLE DEBENTURE

                         DECEMBER 5, 1996

                             SERIES C

                      DUE: DECEMBER 31, 1999


THIS  CERTIFIES  THAT ECHOSTAR COMMUNICATIONS CORPORATION IS THE REGISTERED
HOLDER OF ONE (1)  DEBENTURE, ISSUED IN THE PRINCIPAL AMOUNT OF SIX HUNDRED
FORTY THOUSAND DOLLARS ($640,000.00), OF DBS INDUSTRIES, INC. ("DBSI").

1.   DEBENTURE.

     1.1  DBSI, a Delaware  corporation  ("Company"),  for  value received,
hereby promises to pay to EchoStar Communications Corporation,  or  to  any
other  holder hereof ("Holder"), on or before December 31, 1999, the sum of
Six Hundred  Forty  Thousand Dollars ($640,000.00) as set forth below, with
interest from the date  of issuance of this Debenture, at the rate of prime
(as published daily in the  Wall  Street Journal), adjusted quarterly, plus
two percent (2%) per annum until the  principal sum hereof has been paid in
full.   Payment of principal and interest  shall  be  made  as  hereinafter
provided, and shall be paid by wire transfer or other immediately available
funds to the registered address of the Holder.

          NEITHER  THIS  DEBENTURE  NOR  THE  COMMON STOCK ISSUABLE ON
          EXERCISE  OF  THE  CONVERSION RIGHT HAVE  BEEN  OR  WILL  BE
          REGISTERED  UNDER  THE   FEDERAL   SECURITIES  LAWS  OR  THE
          SECURITIES LAWS OF ANY STATE, AND NEITHER THIS DEBENTURE NOR
          ANY  COMMON  STOCK ACQUIRED ON EXERCISE  OF  THE  CONVERSION
          RIGHT MAY BE TRANSFERRED,  HYPOTHECATED,  SOLD  OR ASSIGNED,
          EXCEPT  IN  COMPLIANCE WITH THE PROVISIONS OF THE SECURITIES
          ACT OF 1933,  AND  ANY  APPLICABLE  STATE  SECURITIES  LAWS.
          NEITHER  THIS  DEBENTURE NOR ANY COMMON STOCK UNDERLYING THE
          DEBENTURE MAY BE  SOLD,  ASSIGNED,  PLEDGED, HYPOTHECATED OR
          OTHERWISE TRANSFERRED, EXCEPT AFTER NOTICE  TO  THE  COMPANY

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          AND  WITH  THE  COMPANY'S  CONSENT, AND THE COMPANY NEED NOT
          CONSENT TO ANY SUCH PROPOSED TRANSFER UNLESS, IN THE OPINION
          OF LEGAL COUNSEL REASONABLY  SATISFACTORY  TO  THE  COMPANY,
          SUCH  TRANSFER  DOES  NOT VIOLATE ANY APPLICABLE FEDERAL  OR
          STATE SECURITIES LAWS.

     1.2  This Debenture is one of  the duly authorized issue of Three Year
Convertible Debentures of the Company due December 31, 1999, limited to Six
Hundred Forty Thousand Dollars ($640,000.00) aggregate principal amount and
dated as of December 5, 1996, Series "C" (the "Debenture").

     1.3  Payment on account of the accrued  and  unpaid  interest shall be
calculated and paid quarterly on March 1, June 1, September 1, and December
1 for the previous quarter, until all interest and the principal  sum  have
been paid in full.  At the election of the Holder, accrued interest may  be
paid  in shares of the Company's common stock using the average closing bid
price for  the quarter in which the interest accrues.  All payments made on
account of this Debenture shall be applied first to the cost of collection,
the payment  of  accrued  but  unpaid interest, and the balance, if any, to
principal.  There shall be no penalty  assessed for early redemption of the
principal amount due.  Payment of principal is due December 31, 1999.

     1.4  In the event the principal amount  has  not  been paid in full by
December 31, 1999, the Company may extend the term of this  Debenture  upon
thirty  (30)  days  prior  written  notice  by  the Company and the express
written consent of the Holder for additional one  (1)  year  periods, which
consent  Holder may withhold in its sole and absolute discretion,  provided
however that  the  principal  amount  and  all unpaid interest shall be due
December 31, 2001; provided, further, in the  event Holder does not provide
its  written consent to extend the term of this  Debenture,  which  consent
Holder  may  withhold  in its sole and absolute discretion, all amounts due
under the terms of this  Debenture shall become due and payable on December
31, 1999.

2.  CONVERSION.

     The Holder of this Debenture shall have conversion rights as follows:

     2.1  RIGHT TO CONVERT.   The  Holder  of this Debenture has the right,
but not the obligation at any time prior to  December  __, 1999, to convert
the outstanding principal amount hereof, in units of Ten  Thousand  Dollars
($10,000.00) or more, into shares of common stock of the Company, par value
$0.0004 per share (the "Common Shares"), at the conversion price set  forth
in  Section  2.2  below,  upon surrender of this Debenture at the office or
agency of the Company, accompanied  by  written  notice  of conversion in a

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form  reasonably  satisfactory  to  the Company, or as attached  hereto  as
EXHIBIT  A, duly executed by the Holder  or  his  or  her  duly  authorized
attorney; provided however that, in case this Debenture shall be called for
redemption  or  principal  and accrued interest shall otherwise be prepaid,
such right shall terminate at  the  close  of  business  on the seventh day
following  written notice to Holder of the Company's intent  to  redeem  or
otherwise prepay  principal.   Upon  such  surrender  for  conversion,  the
Company  shall  issue Common Shares to the Holder of the Debenture promptly
upon surrender of the Debenture for conversion.  In the event Holder elects
to convert a portion,  but  not  all,  of  the outstanding principal amount
hereof into Common Shares of the Company, the Company shall issue to Holder
a new Debenture, which Debenture shall evidence  the  amount of outstanding
principal amount not converted.  Such conversion shall  be  deemed  to have
been  made  immediately  prior to the close of business on the date of such
surrender of the Debenture and the Holder shall be treated for all purposes
as the record holder or holders of such Common Shares as of such date.  All
Common Shares issuable upon  conversion  of  this  Debenture shall be fully
paid  and  non-assessable.   No  fractional  shares or script  representing
fractional shares will be issued upon any conversion,  but an adjustment in
cash will be made in respect of any fraction of a Common  Share which would
otherwise be issuable upon the surrender of this Debenture  for conversion.
Any accrued and unpaid interest shall be paid to the date of conversion, or
if  not paid, shall be included in calculating the number of Common  Shares
converted.

     2.2   CONVERSION PRICE.  Subject to adjustment pursuant to Section 2.3
hereof, the  Conversion Price at which Common Shares shall be issuable upon
conversion under  Section  2.1  of  this  Debenture  shall  be four dollars
($4.00) per Common Share.

     2.3  ADJUSTMENT TO THE CONVERSION PRICE.  If at any time  or from time
to time the Company:

          (a)  Pays a dividend or makes a distribution on its Common Shares
               in additional Common Shares;

          (b)  Subdivides  its  outstanding  Common  Shares  into a greater
               number of Common Shares;

          (c)  Combines its outstanding Common Shares into a smaller number
               of Common Shares;

          (d)  Makes a distribution on its Common Shares in shares  of  its
               capital stock other than Common Shares;

          (e)  Issues  by  reclassification of its Common Shares any shares
               of its capital stock;

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          (f)  Distributes any  rights  or  warrants  to all holders of its
               Common Shares entitling them to purchase  Common Shares at a
               price  per Common Share less that the current  market  price
               per Common Share; or

          (g)  Distributes  to  all holders of its Common Shares any of its
               assets or debt securities  or  any  rights  or  warrants  to
               purchase securities of the Company (excluding cash dividends
               or distributions from current or retained earnings),

then  the  conversion  right and the Conversion Price in effect immediately
prior to such action shall be adjusted so that the Holder of this Debenture
may receive the number of  Common Shares of the Company which it would have
owned immediately following  such  action if it had converted the Debenture
immediately prior to such action.

     2.4  RESERVATION OF COMMON SHARES.   The  Company  shall  at all times
reserve  and  keep  available  out  of  its  authorized but unissued Common
Shares,  solely  for  the  purpose  of  effecting the  conversion  of  this
Debenture, the full number of whole Common Shares then deliverable upon the
conversion of the entire principal amount  of  this  Debenture  at the time
outstanding.  The Company shall take at all times such corporate  action as
shall be necessary in order that the Company may validly and legally  issue
fully  paid  and  nonassessable  Common  Shares upon the conversion of this
Debenture in accordance with the provisions hereof.

3.  SUBORDINATION.

     The Company and the Holder of this Debenture,  by  acceptance  hereof,
agrees that the payment of the principal and accrued but unpaid interest on
the Debenture is hereby expressly subordinated to the prior payment of  the
principal and interest on all existing or future obligations of the Company
for  money  borrowed from any bank, trust company, venture capital company,
insurance company,  or  other financial institution engaged in the business
of lending money, (hereinafter called the "Senior Indebtedness"); provided,
however, the payment of principal and accrued but unpaid interest shall not
be subordinated to any other  obligation of any other party with respect to
the collateral subject to the Pledge  Agreement, as defined below, in which
the  Holder  shall at all times have a first  priority  security  interest.
Other than as  required  pursuant  to  the  Pledge Agreement, as defined in
Section  4  below, upon any receivership, insolvency,  assignment  for  the
benefit  of creditors,  bankruptcy,  reorganization,  or  arrangement  with
creditors (whether or not pursuant to bankruptcy or other insolvency laws),
sale of all  or  substantially all of the assets, dissolution, liquidation,
or any other marshalling  of  the assets and liabilities of the Company, or
in the event the Debenture shall  be  declared  due  and  payable  upon the
occurrence  of  an  event  of  default (as specified herein), (a) no amount

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shall be paid by the Company in  respect  of  the  principal or accrued but
unpaid interest on the Debenture at the time outstanding,  unless and until
the  principal of and interest on the Senior Indebtedness then  outstanding
shall  have  been paid in full, and (b) no claim or proof of claim shall be
filed with the  Company  by  or  on  behalf of the Holder of this Debenture
which shall assert any right to receive  any  payment  in  respect  of  the
principal  and  accrued but unpaid interest on the Debenture except subject
to payment in full  of  the  principal  and  interest  on all of the Senior
Indebtedness  then  outstanding.   Notwithstanding  anything  else  to  the
contrary in this Section 3, indebtedness to an "affiliate"  of  the Company
shall  not  constitute  "Senior  Indebtedness".  In this respect, the  term
"affiliate" shall mean any officer,  director,  or shareholder who controls
the Company.  Notwithstanding anything else to the contrary, the provisions
of this Section 3 shall not impair the Holder's rights  to  foreclose  upon
the  Pledged  Securities in accordance with the terms and conditions of the
Pledge Agreement mentioned in Section 4.

4.  SECURITY.

     This Debenture  is  secured  by,  is subject to and is entitled to the
benefits of that certain Security Pledge Agreement dated as of the original
issue date of this Debenture (the "Pledge Agreement") to which reference is
hereby made.  The parties agree and acknowledge  that  Holder  shall at all
times  have  a  first  priority  security interest in and to the collateral
subject to the Pledge Agreement.

5.  REDEMPTION.

     5.1  This Debenture is subject  to redemption, in whole or in part, at
any  time  and  from time to time, upon payment  of  the  principal  amount
thereof to be redeemed  together  with accrued interest, at the election of
the Company, its successors or assigns,  upon giving notice of its election
to redeem, by registered mail, directed to  the  Holder hereof at least ten
(10) days prior to the date of redemption.  If the  Holder hereof fails and
neglects  to  present  this  Debenture for payment at the  time  and  place
reasonably specified in such notice,  this  Debenture  shall  cease to bear
interest from the date fixed for redemption.

     5.2   The Company may consider and treat the Holder of this  Debenture
as the absolute  owner  thereof,  whether  or  not  the  Debenture shall be
overdue, for all purposes whatsoever, and the Company shall not be affected
by any notice to the contrary.

     5.3   Recourse for payment on this Debenture shall exist  against  the
Collateral described  in  the  accompanying Pledge Agreement in addition to
all other assets of the Company  available  for  distribution  to creditors

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generally.   No  recourse for payment on this Debenture may be had  against
any  incorporator,   shareholder,  officer,  director  or  attorney,  past,
present, or future, of  the Company, whether by virtue of any constitution,
statute, rule of law, enforcement  of  any  assessment,  or  penalty, or by
reason of any matter prior to the delivery of this Debenture, or otherwise,
all  of  which  liability,  by the acceptance hereof and as a part  of  the
consideration of the issue hereof, being expressly waived.

6.  DEFAULT BY COMPANY.

     6.1  Any one or more of the following events shall constitute an Event
of Default under this Agreement:

          (a)  The Company fails to pay any installment of principal or any
               interest on this  Debenture  when  the  same becomes due and
               payable;

          (b)  The  Company fails in the observance or performance  of  any
               representation,  warranty,  covenant  or  agreement  in this
               Debenture or the Pledge Agreement;

          (c)  The  Company  shall  commence any voluntary proceeding under
               any  bankruptcy,  reorganization,  arrangement,  insolvency,
               readjustment   of  debt,   receivership,   dissolution,   or
               liquidation law  or statute of any jurisdiction, whether now
               or hereafter in effect,  or the Company shall be adjudicated
               insolvent or bankrupt by a  decree  of  a court of competent
               jurisdiction; or the Company shall petition  or  apply  for,
               acquiesce in, or consent to, the appointment of any receiver
               or  trustee  of the Company or for all or a substantial part
               of the property of the Company; or the Company shall make an
               assignment for  the  benefit  of  creditors;  or the Company
               shall  admit  in writing its inability to pay its  debts  as
               they mature; or

          (d)  There shall be  commenced against the Company any proceeding
               relating   to   the   Company    under    any    bankruptcy,
               reorganization,  arrangement,  insolvency,  readjustment  of
               debt,  receivership,  dissolution,  or  liquidation  law  or
               statute  of any jurisdiction; whether now  or  hereafter  in
               effect, any  such  proceeding shall remain undismissed for a
               period of forty-five  (45)  days  or  the Company by any act
               indicates its consent to, approval of,  or  acquiescence in,
               any  such  proceeding;  or  a receiver or trustee  shall  be
               appointed for the Company or  for  all or a substantial part
               of the property of the Company and any  such receivership or

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               trusteeship shall remain undischarged for a period of forty-
               five  (45) days; or a warrant of attachment,  execution,  or
               similar process shall be issued against any substantial part
               of the  property  of  the  Company and the same shall not be
               dismissed or bonded within forty-five (45) days after levy.

     In the event the Company fails to pay  the  principal  due  under  the
terms  of  this Debenture on December 31, 1999, or upon the occurrence of a
default in any  interest  payment herein which remains uncured for ten (10)
days or any other Event of  Default  which  remains  uncured for forty-five
(45)  days,  the  Holder, in its sole and absolute discretion,  by  written
notice to the Company,  may  declare  the entire unpaid principal amount of
the Debenture together with accrued interest  thereon,  due and payable and
the  same  shall,  forthwith  become  due and payable without  presentment,
demand, protest, or other notice of any  kind,  all  of which are expressly
waived.  The Company shall give notice to Holder within  three (3) business
days of the occurrence of any Event of Default specified in paragraphs (b),
(c), and (d) above.

     6.2  The obligations, duties, benefits and rights of the Company under
this  Debenture  shall  be  binding  upon and inure to the benefit  of  the
Company and its successors, and the Company  shall  not consolidate with or
merge  into  or  with  any  other  person or entity, or transfer  or  lease
substantially all of its properties  and  assets  to  any  other  person or
entity unless:  (a) the entity formed for such consolidation or into  which
the Company is merged, or the entity to which the properties and assets  of
the   Company  are  so  transferred  or  leased  shall  be  a  corporation,
partnership  or  trust  organized and existing under the laws of the United
States, any state thereof  or  the District of Columbia, which entity shall
assume the obligation for payment  of this Debenture in accordance with its
terms and the performances of all other covenants of the Company under this
Debenture and the Pledge Agreement, and (b) immediately after giving effect
to such transaction, no event of default,  and no event which, after notice
or  lapse of time or both, would become an event  of  default,  shall  have
occurred and be continuing; provided, however, the Company shall not assign
or otherwise  transfer, in connection with a merger, sale, consolidation or
otherwise, any  of its obligations under the terms of this Debenture if the
financial condition  of  such  assignee,  successor  or otherwise is not at
least  equal  to  the  financial  condition  of the Company  as  reasonably
determined  by  Holder  consistent  with  generally   accepted   accounting
principles.

7.  SECURITIES LAW COMPLIANCE.

     The  Holder understands that the right of conversion of this Debenture
is subject  to  full  compliance  with  the  provisions  of  all applicable
securities laws and the availability thereunder upon any conversion  of any
exemption  from  registration  thereunder for such conversion, and that the
certificate or certificates evidencing  such  Shares  will bear a legend to
the following effect:

<PAGE>8

     "THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
     THE SECURITIES LAWS OF ANY STATE.  THEY HAVE NOT BEEN ACQUIRED BY
     THE  HOLDER  FOR  INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED  OR
     OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
     STATEMENT COVERING  THESE  SECURITIES UNDER THE SAID ACT OR LAWS,
     OR AN OPINION OF COUNSEL SATISFACTORY  TO  THE  COMPANY  AND  ITS
     COUNSEL THAT REGISTRATION IS NOT REQUIRED THEREUNDER."

8.  NO WAIVER; RIGHTS AND REMEDIES CUMULATIVE.

     No  failure  on  the  part of the Holder to exercise, and no delay  in
exercising any right hereunder shall operate as a waiver thereof; nor shall
any  single or partial exercise  by  the  Holder  of  any  right  hereunder
preclude any other or further exercise thereof or the exercise of any other
right.   The  rights  and  remedies  herein provided are cumulative and not
exclusive  of  any remedies or rights provided  by  law  or  by  any  other
agreement between the Company and the Holder.

9.  HOLDER IS NOT A SHAREHOLDER.

     No Holder of this Debenture, solely by virtue of the ownership of this
Debenture, shall  be  considered  a  shareholder  of  the  Company  for any
purpose, nor shall anything in this Debenture be construed to confer on any
Holder  of  this  Debenture  any  rights  of  a  shareholder of the Company
including, without limitation, any right to vote,  give or withhold consent
to  any  corporate action, receive notice of meetings  of  shareholders  or
receive dividends.

10.  TRANSFER, EXCHANGE, AND REPLACEMENT OF DEBENTURE.

     This  Debenture,  or any portion thereof, and any payment of principal
or interest due hereunder is transferable, negotiable and assignable at the
option and in the sole discretion  of the Holder hereof.  Upon surrender of
this Debenture to the Company, the Company  shall  execute  and deliver, at
its expense, one or more new Debentures and in such names, as  requested by
the  Holder  of  the  surrendered  Debenture.   Upon  receipt  of  evidence
satisfactory  to the Company of the loss, theft, mutilation, or destruction
of any Debenture,  the  Company  will  make and deliver a new Debenture, of
like tenor, at the request of the Holder of such Debenture.

11.  NOTICES.

     All such notices required to be given  hereunder  shall  be  given  in
accordance with the provisions of Section 12 of the Pledge Agreement.

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     Witness  the  seal  of  the  Company  and  the  signature  of its duly
authorized officers.


     Date of Issuance: December 5, 1996


[SEAL]


ATTEST:                       DBS Industries, Inc.



MICHAEL T. SCHIEBER           By: FRED W. THOMPSON
Secretary                         President

<PAGE>
                             EXHIBIT A



                       NOTICE OF CONVERSION



     The  undersigned  holder  of a Convertible Debenture (the "Debenture")

due December 31, 1999, in the original  principal  amount  of  Six  Hundred

Forty   Thousand   Dollars  ($640,000.00)  of  DBS  INDUSTRIES,  INC.  (the

"Company") hereby exercises  the  option  to  convert  this  Debenture into

shares of common stock, par value $0.0004 ("Common Shares") of  the Company

in accordance with the terms of this Debenture, and directs that the Common

Shares  issuable  upon the conversion, be issued in the undersigned's  name

and delivered to the undersigned as soon as practicable.

     The number of  Common  Shares  to  be  received  in  the conversion is

________________.



Date:  ______________    ____________________________________



Date:  ______________    ____________________________________