REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights 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 registration rights agreement,  in a
form  reasonably  agreeable to DBSI and EchoStar,  to memorialize  those certain
one-time  piggyback  registration  rights  granted to EchoStar and those certain
related  duties  and  obligations  imposed on the DBSI  Parties  under the Share
Purchase Agreement with regard to EchoStar's E-Sat equity securities; 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  registration  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.

        1.2   "Registrable  Securities"  means any  securities   issued  by  the
Corporation.

        1.3  "Registration Statement" means a registration  form  filed with the
Securities  and  Exchange  Commission  with  respect  to all  or a  part  of the
Registrable Securities.

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     2. PIGGYBACK REGISTRATION RIGHTS.  Subsequent to the transfer of the Shares
to DBSI,  EchoStar  shall have a one time right (a piggyback  right) to register
its  E-Sat  equity  securities  if  E-Sat  determines  to  register  any  of its
securities  for  its  own  account  or  the  account  of  others,  other  than a
registration  relating  solely  to  "employee  benefit  plans",  an SEC Rule 145
transaction,  or a registration that does not permit secondary sales. DBSI shall
cause E-Sat to give EchoStar  written notice of its intention to register equity
securities  not less than  thirty  (30) days  prior to the  anticipated  time of
filing.  All fees and expenses  incident to the registration of EchoStar's E-Sat
equity  securities  and  incurred by the DBSI Parties and shall be borne by them
whether or not the  Registration  Statement  is filed or becomes  effective  and
whether or not any Registrable  Securities are sold pursuant to the Registration
Statement.

     3.  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,   as
appropriate,  to register  EchoStar's E-Sat equity securities in accordance with
the provisions of this  Agreement,  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.

     4. 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
solely upon delivery by EchoStar of a written  notice to E-Sat to terminate this
Agreement.

     5. GENERAL PROVISIONS.

        5.1  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.

        5.2 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.

        5.3 Successor Interests.  This Agreement  is  binding  upon  the  heirs,
legal representatives,  successors and permitted assigns of the DBSI Parties and
EchoStar.  EchoStar

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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.

        5.4 Governing Law.

                5.4.1  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.

        5.4.2 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.

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

        5.6  Entire Agreement.  This Agreement sets forth  the entire, final and
complete understanding between the parties hereto relevant to the subject matter
of this

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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.

        5.7 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.

        5.8 Compliance with Law.  The parties  dial) 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.

        5.9 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.

        5.10 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.

        5.11 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

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

        5.12 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.

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     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.