ARTICLES OF AMENDMENT
                        OF THE ARTICLES OF INCORPORATION
                                       OF
                                   E-SAT, INC.

     Pursuant to the provisions of the Colorado  Business  Corporation  Act, the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation:

     FIRST: The name of the corporation is E-Sat, Inc.

     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was
adopted on December 29, 2000, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:

_____   No shares have been issued or Directors elected-Action by Incorporators

_____   No shares have been issued but Directors elected-Action by Directors

_____   Such amendment was adopted by the board of  directors  where shares have
        been issued and shareholder action was not required

__X__   Such amendment was adopted by a vote of the shareholders.  The number of
        shares voted for the amendment was sufficient for approval

     THIRD:  If changing the corporate name, the new name of the corporation is:
N/A

     FOURTH:  The  manner,  if not set  forth in such  amendment,  in which  any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: N/A

     If these amendments are to have a delayed  effective date, please list that
date: N/A (Not to exceed ninety (90) days from the date of filing)

E-Sat, Inc.


By:      _________________________
         Fred W. Thompson on behalf of DBS Industries, Inc., a shareholder

By:      _________________________
         David K. Moskowitz on behalf of EchoStar DBS Corporation, a shareholder

<PAGE> 2


                            CERTIFICATE OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                                   E-SAT, INC.

     E-Sat, Inc., a corporation duly organized and existing under the provisions
of the  Colorado  Business  Corporation  Act  (the  "Corporation")  does  hereby
certify:

     FIRST: The name of the Corporation is E-Sat, Inc.

     SECOND:  The amendment to the Articles of  Incorporation of the Corporation
set forth in the following resolutions is hereby unanimously ratified,  adopted,
approved and consented to by DBS Industries, Inc., and EchoStar DBS Corporation,
which entities constitute all of the shareholders of the Corporation,  effective
as of December 29, 2000, and, pursuant to ss. 7-107-104 of the Colorado Business
Corporation  Act  and  Section  2.11  of the  bylaws  of the  Corporation,  this
Certificate of Amendment to the Articles of Incorporation  of E-Sat,  Inc. shall
have the same effect as action taken at a meeting of shareholders:

     NOW  THEREFORE BE IT RESOLVED,  that the Articles of  Incorporation  of the
Corporation be amended by adding the following to ARTICLE IV:

     4.3. In the event that the Corporation issues any securities in addition to
the  shares of common  stock of the  Corporation  issued and  outstanding  as of
December 29, 2000, the Corporation shall take any and all action (including, but
not limited to, issuing  additional  shares of equity securities to EchoStar DBS
Corporation,   a  Colorado  corporation,   ("EchoStar")  for  no  consideration)
necessary  to  maintain   EchoStar's  (i)  ownership  of  the  total  number  of
outstanding  equity  securities of the Corporation  (with respect to both voting
power and economic  benefit);  and (ii) control of the total voting power in the
Corporation, in each case, equal to 19.9%.

     AND RESOLVED FURTHER, that the Articles of Incorporation of the Corporation
be  amended  by  replacing  the  existing  ARTICLE  V in its  entirety  with the
following:

     Except as  specifically  set forth in bylaws  adopted  by the  shareholders
providing for a greater quorum  requirement and except as specifically set forth
below in this  Article  V with  respect  to  Significant  Corporate  Actions,  a
majority of the outstanding  shares shall  constitute a quorum at any meeting of
the  shareholders.  Except as  specifically  set forth in bylaws  adopted by the
shareholders providing for a greater voting requirement,  except as specifically
set forth below in this Article V with respect to Significant  Corporate Actions
and except as otherwise  provided by the Act,  action on a matter other than the
election  of  directors  is  approved  if a quorum  exists and if the votes cast
favoring the action exceed the votes cast opposing the action. Any bylaw adding,
changing,  or deleting a greater quorum or voting  requirement for  shareholders
shall meet the same quorum requirements and be adopted by the same vote required
to take  action  under the  quorum  and  voting  requirements  then in effect or
proposed to be adopted,  whichever are greater.  Notwithstanding  the foregoing,
greater than eighty and one-tenth  percent (80.1%) of the outstanding  shares of
the Corporation shall be required to approve

<PAGE> 3

Significant Corporate Action, and action with respect to a Significant Corporate
Action is approved if a quorum consisting of all of the outstanding  shares (and
not less  than all of the  outstanding  shares)  exists  and if the  votes  cast
favoring the action represent  greater than eighty and one-tenth percent (80.1%)
of the outstanding shares of the Corporation.  For purposes of these Articles of
Incorporation, "Significant Corporate Action" means any one of the following:

     1.  amending or modifying the Articles of  Incorporation  or By-laws of the
     Corporation;

     2. entering into any merger,  consolidation or similar transaction in which
     the   Corporation   is  a   constituent   corporation,   acquiring  all  or
     substantially  all of the  assets or  capital  stock of  another  person or
     entity (or a division or other  business unit of another person or entity),
     consummating any other business  combination,  or dissolving and winding up
     the Corporation,  in each case whether in a single  transaction or a series
     of related  transactions;  provided that DBS  Industries,  Inc., a Delaware
     corporation,  may lease or otherwise  alienate its eighty  percent (80%) of
     the Corporation's  satellite capacity;

     3. adopting or modifying or amending in any material  respect any budget or
     business  plan of the  Corporation;

     4. selling,  leasing,  exchanging  or otherwise  disposing of any property,
     asset  or  business  with a value  in  excess  of  fifty  thousand  dollars
     ($50,000);

     5. changing the Corporation's  fiscal year, provided that it shall not be a
     Significant  Corporate Action to change the Corporation's fiscal year to be
     the same as the  fiscal  year of the owner of the  majority  of the  common
     stock of the Corporation then issued and outstanding;

     6. entering into any transaction, agreement or understanding with any other
     person or entity with a value in excess of fifty thousand dollar ($50,000);

     7. incurring any  indebtedness for borrowed money which would result in the
     total  outstanding  indebtedness  of the  Corporation  for  borrowed  money
     increasing by more than fifty thousand dollars ($50,000);

     8.  entering  into,   amending,   granting  any  waiver  with  respect  to,
     terminating  or  extending  any  agreement  outside  of  the  Corporation's
     ordinary course of business;

     9. entering into any agreement or transaction which has a term in excess of
     one (1) year and requires the payment of more than fifty  thousand  dollars
     ($50,000.00)  per year;

     10.  entering  into,  amending,   granting  any  waiver  with  respect  to,
     terminating or extending any employment or consulting  agreement (or series
     of related  employment  or  consulting  agreements  with the same person or
     entity)  with,  or hiring any officer or employee  for, a term of more than
     one (1) year or which agreement or arrangement  provides for (or,  pursuant
     to its terms,  could  reasonably  be expected to result in) payments to the
     employee or consultant,  or otherwise hiring any employee or consultant, at
     a rate in excess of fifty  thousand  dollars  ($50,000)  per annum,  or the
     adoption of any amendment of material compensation  policies;

     11.  entering into any  transaction  or agreement with a shareholder of the
     Corporation  or any  affiliate of a  shareholder  of the  Corporation;

     12.  electing or removing  any of the  Corporation's  Chairman,  President,
     Chief  Executive  Officer,  Chief  Operating  Officer  or  Chief  Financial
     Officer,  provided that it shall not be a Significant  Corporate  Action to
     change these officers of the  Corporation to be the same as the officers of
     the owner of the  majority  of the  common  stock of the  Corporation  then
     issued  and  outstanding,  unless  such  majority  owner or any of the DBSI
     Parties (as

<PAGE> 4

     defined in the  following  agreements)  is in breach or default of: (a) the
     Share  Purchase  Agreement  entered into as of July 30, 1999,  2000, by and
     among EchoStar DBS  Corporation,  a Colorado  corporation,  DBS Industries,
     Inc., a Delaware  corporation,  E-Sat,  Inc., a Colorado  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/or
     (c) the Registration  Rights Agreement made and entered into as of December
     29, 2000, by and among the same  parties,  in which case any and all such a
     changes shall be considered a Significant Corporate Action;

     13. appointing or changing the Corporation's  independent  certified public
     accountants,  provided that it shall not be a Significant  Corporate Action
     to  change  the  accountants  of  the  Corporation  to be the  same  as the
     accountants  of the  owner  of the  majority  of the  common  stock  of the
     Corporation then issued and  outstanding,  provided that the accountants of
     such majority owner are a reputable,  nationally-recognized accounting firm
     (i.e., a "Big-4"  accounting  firm);

     14.  except as  required  by  then-current  generally  accepted  accounting
     principles  (GAAP) or  applicable  law,  adopting  or  changing  any of the
     Corporation's  material accounting  principles;

     15.  commencing or settling any  litigation,  arbitration  or  governmental
     proceeding that relates to more than fifty thousand dollars ($50,000) or is
     reasonably  likely  to have a  material  impact on the  Corporation  or its
     business;

     16.  making any loans,  investments  or advances  to, or  guaranteeing  the
     obligations  of,  any  person or entity in excess of ten  thousand  dollars
     ($10,000);

     17.  incorporating,  forming or otherwise  organizing  a subsidiary  or any
     other  person or entity;

     18.  declaring  any  dividend  or  making  any  other  distribution  to any
     shareholder  of  the  Corporation;

     19. filing a voluntary  petition in bankruptcy or for reorganization or for
     the  adoption of any plan or  arrangement  with  creditors  or an admission
     seeking  relief  therein  provided  under any existing or future law or any
     jurisdiction relation to bankruptcy, insolvency,  reorganization, relief of
     debtors or similar  matters;  or

     20. entering into any options,  contingent agreements or other arrangements
     which,  if exercised or consummated in accordance  with their terms,  would
     result in an action  constituting  a  Significant  Corporate  Action as set
     forth above.

     AND RESOLVED FURTHER, that the Articles of Incorporation of the Corporation
be  amended  by  adding  the  following  after the end of last  sentence  of the
existing Paragraph 6.1 of ARTICLE VI:

     EchoStar  shall have the right to  designate  one (1)  representative  (the
"Representative")  to be  elected  to  the  board  of  directors.  Prior  to the
designation of the  Representative  (and at any times that EchoStar  declines to
place a Representative on the board of directors), EchoStar shall be notified of
all  meetings of the board of directors  in the same manner that  directors  are
entitled to notice of such  meetings  under  Article  III of the bylaws,  and an
individual,  selected by EchoStar,  shall be permitted to attend and observe all
such meetings (the "Observer Rights").


<PAGE> 5


While  exercising  Observer  Rights,  EchoStar  will not  disclose or  otherwise
disseminate to third parties any confidential  information gained as a result of
attendance  at any meetings or received as a result of  exercising  its Observer
Rights.

     IN WITNESS  WHEREOF,  E-Sat,  Inc. has caused this Certificate to be signed
and  attested  by its  sole  shareholders,  effective  as of  this  29th  day of
December, 2000.


E-Sat, Inc.


By:      _________________________
         Fred W. Thompson on behalf of DBS Industries, Inc., a shareholder


By:      _________________________
         David K. Moskowitz on behalf of EchoStar DBS Corporation, a shareholder