SETTLEMENT AGREEMENT AND RELEASE







        THIS SETTLEMENT AGREEMENT ("Agreement") is made and entered into as of

January __, 2001, by and between Wentworth, LLC, a Cayman Islands limited

liability company ("Wentworth") and ESAT, Inc., a Nevada corporation ("ESAT"),

in accordance with the terms and conditions set forth below.



                                 R E C I T A L S



        1. On or about December 29, 1999, Wentworth and ESAT entered into that

certain Securities Purchase Agreement (the "Series C Securities Purchase

Agreement") whereby Wentworth purchased 50,000 shares of Series C Convertible

Preferred Stock from ESAT, for the sum of $5,000,000 (the "Series C Preferred").



        2. On or about April 13, 2000, Wentworth and ESAT entered into that

certain Securities Purchase Agreement (the "Series D Securities Purchase

Agreement") whereby Wentworth purchased 75,000 shares of Series D Convertible

Preferred Stock from ESAT, for the sum of $7,500,000 (the "Series D Preferred").



        3. On or about July 27, 2000, Wentworth and ESAT entered into that

certain Securities Purchase Agreement (the "Series E Securities Purchase

Agreement") (the Series C Securities Purchase Agreement, Series D Securities

Purchase Agreement and the Series E Securities Purchase Agreement are hereby

sometimes collectively referred to as the "Purchase Agreements") whereby

Wentworth purchased 30,000 shares of Series E Convertible Preferred Stock from

ESAT, for the sum of $3,000,000 (the "Series E Preferred").



        4. On or about August 9, 2000, Wentworth and ESAT entered into that

certain Private Equity Credit Agreement (the "Credit Agreement"), as amended as

of October 6, 2000, whereby Wentworth funded $2,000,000 to ESAT.



        5. Wentworth submitted to ESAT a conversion notice for 366,206 shares of

ESAT common stock on November 14, 2000 and a second conversion notice for

1,169,107 shares on December 8, 2000 in connection with its holdings of the

Series D Preferred (the "Conversion Notices")



        6. Wentworth delivered a redemption notice, dated January 11, 2001 (as

amended January 12, 2001) (the "Redemption Notice") requiring ESAT to redeem all

of the outstanding Series D Preferred (except for the Series D Preferred that

were subject to conversion) for the sum of $8,531,254 (assuming a redemption

date of January 17, 2001) (the "Series D Redemption Amount") and also required

ESAT to pay late penalties (pursuant to the Certificate of Designation for the

Series D Preferred) in connection with the late delivery of shares due pursuant

to the Conversion Notices which penalty equaled approximately $41,074 as of

January 17, 2001 (the "Late Penalties").



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        7. ESAT had verbally informed Wentworth that it was delaying honoring

the Conversion Notices as a result of concerns by its officers and directors

that Wentworth wrongfully shorted ESAT Common Stock in violation of either the

Purchase Agreements (and related documents) or federal securities laws and

regulations, including the Securities Act and the Exchange Act (as defined in

the Purchase Agreements).



        8. ESAT has since determined that it has no evidence that Wentworth has

either breached the Purchase Agreements, or federal securities laws and on or

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