VOTING AGREEMENT

     This Voting  Agreement  (the  "Agreement")  is made and entered  into as of
December 29, 2000, by and among EchoStar DBS Corporation, a Colorado corporation
("EchoStar"),  DBS Industries,  Inc., a Delaware  corporation  ("DBSI"),  E-Sat,
Inc.,  a  Colorado   corporation   ("E-Sat")  and  Newstar  Limited,  a  Bermuda
corporation  ("Newstar")  (hereinafter  individually referred to as a "Party" or
collectively  referred to as the "Parties";  DBSI,  E-Sat and Newstar,  together
with any of their Affiliates, are hereinafter sometimes referred to as the "DBSI
Parties").

     WHEREAS,  the Parties have entered into a Share  Purchase  Agreement  dated
July 30, 1999 (the "Share Purchase  Agreement") pursuant to which DBSI agreed to
purchase from EchoStar shares of E-Sat common stock owned by EchoStar sufficient
in number  such that after  such  purchase  DBSI would own eighty and  one-tenth
percent (80.1%) of the equity ownership of E-Sat and EchoStar would own nineteen
and nine-tenths percent (19.9%) of the equity ownership of E-Sat (the "Shares"),
and  EchoStar  agreed  to sell the  Shares  to DBSI,  subject  to the  terms and
conditions of the Share Purchase Agreement;

     WHEREAS,  it is a condition  to the closing of the purchase and sale of the
Shares that the Parties enter into a formal voting rights  agreement,  in a form
reasonably agreeable to DBSI and EchoStar, to memorialize certain rights granted
to EchoStar and certain duties and obligations imposed on the DBSI Parties under
the  Share  Purchase  Agreement  with  regard  to the  election  of an  EchoStar
representative  to the Board of  Directors  of E-Sat,  EchoStar's  E-Sat  equity
securities  and  certain  rights  granted to  EchoStar  and  certain  duties and
obligations  imposed on the DBSI Parties under the Share  Purchase  Agreement in
the event of the issuance of addition equity securities by E-Sat; and

     WHEREAS,  EchoStar and the DBSI Parties desire to enter into this Agreement
to satisfy the  aforementioned  condition by  memorializing  the  aforementioned
rights,  duties and obligations in a formal voting rights agreement agreeable to
all Parties

     NOW THEREFORE, in consideration of the above recitals, the mutual covenants
made  herein,  and  other  good and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  Parties  hereby  agree as
follows:

     1. DEFINTIONS.  In addition to the  capitalized  terms  defined  elsewhere
herein, the following terms shall have the meanings ascribed to them below:

        1.1 "Affiliate"  mean, with  respect  to a particular  person or entity,
any person or entity directly or indirectly controlling,  controlled by or under
common control with such person or entity.

     2. ECHOSTAR REPRESENTATIVE.

        2.1  ECHOSTAR BOARD DESIGNEE.  Pursuant to Article VI of the Articles of
Incorporation of E-Sat, EchoStar has the right to designate, remove, and replace
one (1) representative (the "Representative") to serve on the Board of Directors
of E-Sat.  During the

<PAGE> 2

term of this  Agreement,  upon DBSI's  receipt of written  notice of  EchoStar's
designation of a  Representative,  the DBSI Parties shall use their best efforts
to cause such  Representative to be elected (and maintain in office) as a member
of the Board of  Directors of E-Sat,  including  without  limitation  voting all
shares of common stock of E-Sat now or hereafter  directly or  indirectly  owned
(of  record or  beneficially)  by the DBSI  Parties  in favor of  electing  such
Representative to, and retaining such  Representative on, the Board of Directors
of E-Sat.  For purposes of this Agreement,  any individual who is designated for
election to the Board of  Directors  of E-Sat  pursuant  to this  Section 2.1 is
hereinafter referred to as the "EchoStar Board Designee."

        2.2  CHANGES IN ECHOSTAR  BOARD  DESIGNEE.  From time to time during the
term of this Agreement, EchoStar may, in its sole discretion:

                (a) remove  from the Board of  Directors  of E-Sat the incumbent
EchoStar Board Designee; and/or

                (b)  designate a new EchoStar  Board  Designee to occupy a Board
seat for which  EchoStar is entitled to  designate  the  EchoStar Board Designee
under Section  2.1 (whether to replace an existing EchoStar Board Designee or to
fill a vacancy  in such Board seat in the event  that  EchoStar  elected  not to
immediately  fill a vacancy  in such Board seat or to  immediately  designate  a
Representative following execution of this Agreement).

In the event that  EchoStar  elects to remove or designate a new EchoStar  Board
Designee  under this Section 2.2, the DBSI Parties  shall use their best efforts
to: (i) cause the removal  from the Board of  Directors of E-Sat of the EchoStar
Board Designee so designated for removal by ECHOSTAR;  and/or (ii) cause the new
EchoStar  Board  Designee so  designated  for election by EchoStar to be elected
(and  maintain  in  office)  as a member  of the  Board of  Directors  of E-Sat,
including  without  limitation voting all shares of common stock of E-Sat now or
hereafter  directly or indirectly  owned (of record or beneficially) by the DBSI
Parties in favor of such removal and/or election and retention.

        2.3 NOTICE. E-Sat shall promptly give each of the DBSI  Parties  written
notice of any  proposal  by  EchoStar  to remove or elect a new  EchoStar  Board
Designee.

     3. ANTIDILUTION. Pursuant to Paragraph 4.3 of Article IV of the Articles of
Incorporation  of E-Sat,  in the event  that  E-Sat  issues  any  securities  in
addition to the shares of common  stock of E-Sat  issued and  outstanding  as of
December  29,  2000,  E-Sat  shall take any and all action  (including,  but not
limited to, issuing  additional  shares of equity  securities to EchoStar for no
consideration)  necessary  to maintain  EchoStar's  (i)  ownership  of the total
number of  outstanding  equity  securities of E-Sat (with respect to both voting
power and  economic  benefit);  and (ii)  control of the total  voting  power in
E-Sat, in each case,  equal to 19.9%.  In furtherance and without  limitation of
the  foregoing,  the DBSI  Parties  shall cause E-Sat to take any and all action
(including,  but not limited to, issuing  additional shares of equity securities
to EchoStar for no consideration) necessary to maintain EchoStar's (i) ownership
of the total number of outstanding  equity  securities of E-Sat (with respect to
both voting  power and economic  benefit);  and (ii) control of the total voting
power in E-Sat,  in each  case,  equal to

<PAGE> 3

19.9%,  including without  limitation voting all shares of common stock of E-Sat
now or hereafter directly or indirectly owned (of record or beneficially) by the
DBSI Parties in favor of any and all such action necessary for such purposes.

     4. FURTHER ASSURANCES.

        4.1 VOTING  AND OTHER ACTION. Each and all of the DBSI Parties agree not
to: (a) vote any shares of equity  securities of E-Sat now or hereafter directly
or indirectly owned (of record or beneficially) by the  DBSI  Parties,  (b) take
any  other  actions,  or  (c)  fail to take any action, that would in any manner
defeat, impair,  or adversely affect the stated intentions of the parties  under
Sections 2 or 3 of this Agreement.

        4.2 RESTRICTIONS ON TRANSFER.  The Parties  agree that all shares of the
Common  Stock of E-Sat now owned or  hereafter  acquired  by either of them (the
"Common  Shares"),  and all shares of any other class of capital  stock of E-Sat
now owned or  hereafter  acquired by either of them (the Common  Shares and such
other  shares  are  hereinafter  collectively  referred  to  as  the  "Shares"),
including  in either  case all shares  subsequently  issued to either of them by
reason of a stock split, stock dividend,  recapitalization,  or otherwise, shall
be subject to and bound by the terms and conditions of this  Agreement,  and may
not be sold, assigned,  transferred,  pledged, encumbered, or otherwise disposed
of (voluntarily or involuntarily) except in accordance with this Agreement,  and
the terms and conditions of this  Agreement  shall attach to, run with, and bind
the Shares; and E-Sat shall ensure that it (i) places stop transfer restrictions
with respect to the Shares on the books of E-Sat,  and (ii)  endorses  upon each
certificate representing the Shares the following legend:

     The sale, assignment,  transfer,  pledge,  encumbrance or other disposition
     (voluntary or involuntary) of the shares represented by this certificate is
     restricted  under,  and  subject  to the terms of:  (a) the Share  Purchase
     Agreement  entered  into as of July 30,  1999,  by and among  the  Company,
     EchoStar DBS Corporation, a Colorado corporation,  DBS Industries,  Inc., a
     Delaware corporation,  and Newstar Limited, a Bermuda corporation;  (b) the
     Voting  Agreement  made and entered into as of December  29,  2000,  by and
     among the same parties;  and (c) the Registration Rights Agreement made and
     entered into as of December 29, 2000, by and among the same parties, copies
     of which  agreements  are on file at the offices of the Company and will be
     furnished  without  charge by the Company to the holder hereof upon written
     request.  The  Agreements  include,  among other  things,  restrictions  on
     transfers.   By  accepting  the  shares  of  stock   represented   by  this
     certificate,  the holder  agrees to be bound by, and subject to, all of the
     Agreements.

     5. ENFORCEMENT OF AGREEMENT.  The DBSI  Parties  acknowledge and agree that
any breach by any of them of this  Agreement  shall cause  EchoStar  irreparable
harm which will not be adequately compensable by money damages.  Accordingly, in
the event of a breach or threatened  breach by any or all of the DBSI Parties of
any provision of this  Agreement,  EchoStar shall be entitled to the remedies of
specific  performance,  injunction  or other  preliminary  or equitable  relief,
including the right to compel any and all such breaching Parties,

<PAGE> 4

as appropriate,  to: (a) use their best efforts to cause a Representative  to be
elected (and maintain in office) as a member of the Board of Directors of E-Sat,
including  without  limitation voting all shares of common stock of E-Sat now or
hereafter  directly or indirectly  owned (of record or beneficially) by the DBSI
Parties  in favor  of  electing  such  Representative  to,  and  retaining  such
Representative  on, the Board of Directors of E-Sat;  (b) use their best efforts
to: (i) cause the removal  from the Board of  Directors of E-Sat of the EchoStar
Board  Designee so designated  for removal by ECHSOTAR  under Section 2.2 above;
and/or (ii) cause the new EchoStar  Board Designee so designated for election by
EchoStar under Section 2.2 to be elected (and maintain in office) as a member of
the Board of Directors of E-Sat,  including without limitation voting all shares
of common  stock of E-Sat now or  hereafter  directly  or  indirectly  owned (of
record or  beneficially)  by the DBSI  Parties in favor of such  removal  and/or
election  and  retention;  and  (c)  cause  E-Sat  to take  any  and all  action
(including,  but not limited to, issuing  additional shares of equity securities
to EchoStar for no consideration) necessary to maintain EchoStar's (i) ownership
of the total number of outstanding  equity  securities of E-Sat (with respect to
both voting  power and economic  benefit);  and (ii) control of the total voting
power in E-Sat,  in each  case,  equal to 19.9%,  including  without  limitation
voting  all  shares  of  common  stock of E-Sat  now or  hereafter  directly  or
indirectly owned (of record or beneficially) by the DBSI Parties in favor of any
and all such  action  necessary  for such  purposes,  in  addition to such other
rights  remedies  as may be  available  to  EchoStar  for  any  such  breach  or
threatened breach, including but not limited to the recovery of money damages.

     6. TERM.  This Agreement  shall commence as of the Closing (as such term is
defined in Section 1.2 of the Share Purchase Agreement) and shall terminate upon
the  delivery  by  EchoStar  of a  written  notice  to E-Sat to  terminate  this
Agreement.


     7. GENERAL PROVISIONS.

        7.1 Waiver. The failure or delay of any party to exercise or enforce any
right or remedy hereunder or to insist upon strict  performance of any provision
of this Agreement  shall not be construed as a waiver of such right or remedy or
any  subsequent  breach or default of the same or similar  nature.  The delay or
failure of either Party to give notice of, or to terminate  this  Agreement for,
breach or  default  shall not be deemed to be a waiver of the right to do so for
that or any subsequent  breach or default or for the  persistence in a breach or
default of a continuing nature. All rights and remedies reserved to either party
shall be cumulative  and shall not be in limitation of any other right or remedy
which such party may have at law or in equity.

        7.2 Audit  Rights. EchoStar shall have the  right,  at its sole cost and
expense,  to inspect and audit,  with  reasonable  frequency and upon reasonable
prior  written  notice to the DBSI  Parties,  the books and  records of the DBSI
Parties  relating  to this  Agreement  for the purpose of  determining  the DBSI
Parties' compliance with their duties and obligations under this Agreement.

<PAGE> 5


        7.3 Successor Interests. This Agreement is binding upon the heirs, legal
representatives,  successors  and  permitted  assigns  of the DBSI  Parties  and
EchoStar.  EchoStar  may assign this  Agreement  in whole or in part at any time
without  the consent of the DBSI  Parties.  This  Agreement  and any of the DBSI
Parties  rights and  obligations  hereunder  shall not be assigned or  otherwise
transferred  by the DBSI  Parties,  in whole or in part, to any person or entity
that does not  succeed to all of the  right,  title and  interest  in and to all
assets of the  assignor  necessary  for such  person or  entity to  fulfill  the
obligations  of the DBSI Parties  under this  Agreement  and the Share  Purchase
Agreement,  and which does not specifically agree to assume and fulfill all such
obligations.  No such  assignment  shall  relieve  the  DBSI  Parties  of  their
obligations under this Agreement and the Share Purchase Agreement.  This section
shall not be  construed  as  obligating  an assignee to assume the Board seat or
anti-dilution provisions of this Agreement,  except with respect to transfers of
the stock or assets of E-Sat.

        7.4 Governing Law.

                7.4.1 The  relationship  between  the  Parties   including   all
disputes and claims, whether arising in contract,  tort, or under statute, shall
be  governed  by and  construed  in  accordance  with the  laws of the  State of
Colorado  without  giving  any effect to its  conflict  of law  provisions.  All
Parties  hereto  for  themselves,  their  successors  and  assigns  warrant  and
represent  that they have had the advice of the  counsel of their  choosing  and
that they have been  informed  of and  understand  the  rights  and  obligations
contained  within this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved  against the drafting Party shall
not be employed in the  interpretation  of this  Agreement or any  amendments or
Exhibits hereto.

                7.4.2 Any  and  all  disputes  arising  out of, or in connection
with, the interpretation, performance or the nonperformance of this Agreement or
any and all disputes arising out of, or in connection with,  transactions in any
way  related to this  Agreement  and/or the  relationship  between  the  Parties
(including  but  not  limited  to  the  termination  of  this  Agreement  or the
relationship and each Party's rights thereunder or disputes under rights granted
pursuant  to statutes  or common  law,  including  those in the state in which a
particular  Party is located) shall be litigated  solely and exclusively  before
the United  States  District  Court for the  District of  Colorado.  The Parties
consent to the in personam  jurisdiction  of said court for the  purposes of any
such litigation,  and waive,  fully and completely,  any right to dismiss and/or
transfer  any action  pursuant  to 28  U.S.C.S.  1404 or 1406 (or any  successor
statute).  In the event the United  States  District  Court for the  District of
Colorado does not have subject  matter  jurisdiction  of said matter,  then such
matter shall be litigated  solely and exclusively  before the appropriate  state
court of competent jurisdiction located in Arapahoe County, State of Colorado.

        7.5 Severability.  The  parties  agree  that  each  provision  of   this
Agreement  shall be  construed  as  separable  and  divisible  from every  other
provision and that the  enforceability  of any one provision shall not limit the
enforceability, in whole or in part, of any other provision hereof. In the event
that a court of  competent  jurisdiction  determines  that any term or provision
herein, or the application thereof to any person, entity, or circumstance, shall
to any extent be invalid or unenforceable, the remaining terms and provisions of
this Agreement shall not be

<PAGE> 6

affected  thereby,  and shall be interpreted as if the invalid term or provision
were not a part hereof.

        7.6 Entire Agreement. This Agreement  sets forth the  entire,  final and
complete understanding between the parties hereto relevant to the subject matter
of this Agreement,  and it supersedes and replaces all prior and contemporaneous
understandings,  representations  and  agreements,  written,  oral, and implied,
relevant to the subject matter of this Agreement.  Except as expressly  provided
by this  Agreement,  no waiver or modification of any of the terms or conditions
of this  Agreement  shall be  effective  unless in  writing  and  signed by both
parties.

        7.7 Survival. Any provision of this Agreement which  logically  would be
expected to survive  termination or  aspiration,  shall survive for a reasonable
time period under the  circumstances)  whether or not  specifically  provided in
this Agreement.

        7.8 Compliance with Law. The parties shall  comply  with, and agree that
this Agreement is subject to, all  applicable  federal,  state,  and local laws,
rules and  regulations,  and all  amendments  thereto,  now enacted or hereafter
promulgated in force during the term of this Agreement.

        7.9  Force  Majeure.  Notwithstanding anything to the contrary  in  this
Agreement, neither party shall be liable to the other for failure to fulfill its
obligations  hereunder  if such  failure is caused by or arises out of an act of
force majeure including acts of God, war, riot,  natural disaster,  or any other
reason beyond the reasonable control of the party whose performance is prevented
during the period of such occurrence.

        7.10 Remedies  Cumulative.  It  is  agreed  that the rights and remedies
herein  provided in case of default or breach by any party to this Agreement are
cumulative  and shall not affect in any manner any other remedies that any other
party may have by reason of such default or breach. The exercise of any right or
remedy herein  provided shall be without  prejudice to the right to exercise any
other right or remedy provided herein, at law, or in equity.

        7.11 Notice.  Any  notice to  be given hereunder shall be in writing and
shall be sent by  facsimile  transmission,  or by first  class  certified  mail,
postage prepaid, or by overnight courier service,  charges prepaid, to the party
notified, addressed to such party at the following address, or sent by facsimile
to the following  tax number,  or such other address or fax number as such party
may have substituted by written notice to the other parties. The sending of such
notice  with   confirmation  of  receipt  thereof  (in  the  case  of  facsimile
transmission)  or receipt of such  notice (in the case of delivery by mail or by
overnight courier service) shall constitute the giving thereof:

        If to the DBSI Parties:   DBS Industries, Inc.
                                  100 Shoreline Highway, Suite 190A
                                  Mill Valley, California 94941
                                  ATTN: Fred W. Thompson
                                  Fax No.: (415) 380-8199

        With copies to:           Bartel Eng Linn & Schroder
                                  300 Capitol Mall, Suite 1100
                                  Sacramento, CA 95814
                                  ATTN: Scott E. Bartel, Esq.
                                  Fax No.: (916)442-3442

        If to EchoStar:           EchoStar DBS Corporation
                                  5701 S. Santa Fe Drive
                                  Littleton, Colorado 80120
                                  ATTN: David K. Moskowitz
                                  Fax No.: (303) 723-1699






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<PAGE> 8

        7.12 Counterparts and Signatures.  This Agreement may be executed in one
or more  counterparts  and each  counterpart  shall be deemed to be an  original
hereof.  The  signature  pages of each  counterpart  may be  detached  from such
counterpart  and attached to a single  document  which shall for all purposes be
treated as an original. The Parties further agree that signatures transmitted by
facsimile  or other  electronic  means shall have equal  dignity  with  original
signatures.

        IN WITNESS  WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly  authorized  officers or  representatives  as of the date
first -written above.

ECHOSTAR DBS CORPORATION

By:               _________________________
                  David K. Moskowitz
                  Senior Vice President and General Counsel

DBS INDUSTRIES, INC.

By:               _________________________
                  Fred W. Thompson
                  President and CEO

NEWSTAR LIMITED

By:               _________________________
                  Fred W. Thompson
                  Director


E-SAT, INC.

By:               ________________________
                  Fred W. Thompson on behalf of DBS Industries, Inc., a
                  shareholder, and as an Executive Officer of E-Sat, Inc.


By:               ________________________
                  David K. Moskowitz on behalf of EchoStar DBS
                  Corporation, Inc., a shareholder, and as an Executive
                  Officer of E-Sat, Inc.