SATELLITE ENTERPRISES CORP
DEBENTURE PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>f8k_dntpur-satellite.txt
<DESCRIPTION>DEBENTURE PURCHASE AGREEMENT
<TEXT>
Exhbit 10.1 - Debenture Purchase Agreement

                          DEBENTURE PURCHASE AGREEMENT
                          ----------------------------

     DEBENTURE  PURCHASE AGREEMENT (this "Agreement") dated as of June 20, 2003,
by and among the  Purchasers  set  forth on  Schedule  1  attached  hereto  (the
"Purchasers")  and  Alternative  Energy  Capital Inc., a Turks & Caicos  company
("AEC"),  and Future  Ventures  Ltd., a Turks & Caicos company  ("Future,"  and,
together with AEC, the "Sellers").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  Sellers have determined that it is in their best interest to sell
$262,790 original  principal amount of Series A Debentures (the "Debentures") of
Satellite  Enterprises  Corp., a Nevada corporation (the "Company") held by them
for total aggregate consideration of $350,000;

     WHEREAS,  the Debentures have been issued and outstanding for not less than
one year.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                       PURCHASE AND SALE OF COMPANY STOCK
                       ----------------------------------

     1.1  Sale of Debentures. Subject to the terms and conditions herein stated,
          the Sellers  hereby  agrees to sell,  assign,  transfer and deliver to
          Purchaser  on the  Closing  Date,  all  the  Debentures,  and  all the
          Purchasers  agree to purchase  from such Sellers on the Closing  Date,
          all of such  Debentures,  which shall be transferred to the Purchasers
          as set forth on Schedule 1. The  Debentures  shall be duly endorsed in
          blank,  or accompanied by stock powers duly executed in blank,  by the
          respective  Seller  thereof.  The  Debentures  are  in  the  principal
          amounts, and will be converted into the number of shares, as set forth
          on Schedule 1.

     1.2  Purchase Price.  Purchaser shall deliver to Sellers,  by wire transfer
          to the trust account of Corporate Legal Services, LLP, an aggregate of
          Three Hundred Fifty Thousand Dollars ($350,000), referred to herein as
          the "Purchase Price". The parties acknowledge that due to bank charges
          and possibly currency exchange rate  fluctuations,  certain purchasers
          may pay slightly more or less than the amount required hereunder,  and
          all parties  agree that Steve Mannen will pay any  shortfall,  and any
          overpayment by any individual purchaser will be deemed as paid for the
          benefit of Steve Mannen. The Purchaser shall pay the Purchase Price as
          follows:

                                        1
<PAGE>

          (a)  Purchaser  shall  deliver to  Sellers,  by wire  transfer  to the
               account of Corporate Legal Services,  LLP, the sum of Two Hundred
               Seventy Three  Thousand One Hundred  Eleven  Dollars and 76 cents
               (USD$273,111.76) on the Closing Date;

          (b)  Those  Purchasers who have not deposited the full purchase price,
               as set forth on Schedule 1, shall  execute and deliver to Sellers
               the  Convertible  Debenture  attached  hereto as Exhibit A, which
               provides for the payment of $76,888.24on  or before  September 2,
               2003, and which shall be guaranteed by the Company.

     1.3  Closing.  The closing of the  transactions  referred to in Section 1.1
          hereof (the "Closing")  shall take place on or prior to June 25, 2003,
          or at such other time as the  parties  may agree  upon.  Such time and
          date are herein referred to as the "Closing Date." This transaction is
          contingent  upon the  closing  of the  transactions  set forth in that
          certain Rights Agreement dated as of the date hereof between Satellite
          Newspapers Worldwide BV, its shareholders and the Company.

                                   ARTICLE II

                               CERTAIN AGREEMENTS
                               ------------------

     Section 2.1 Reasonable  Best Efforts.  Each of the parties hereto agrees to
          use its  reasonable  best efforts to take,  or cause to be taken,  all
          action to do or cause to be done, and to assist and cooperate with the
          other party hereto in doing, all things necessary, proper or advisable
          to  consummate  and make  effective,  in the most  expeditious  manner
          practicable,   the   transactions   contemplated  by  this  Agreement,
          including,  but not limited  to, (a) the  obtaining  of all  necessary
          waivers,  consents  and  approvals  from  governmental  or  regulatory
          agencies or authorities and the making of all necessary  registrations
          and filings and the taking of all reasonable steps as may be necessary
          to obtain  any  approval  or waiver  from,  or to avoid any  action or
          proceeding by, any governmental agency or authority, (b) the obtaining
          of all necessary consents,  approvals or waivers from stockholders and
          other third parties and (c) the defending of any lawsuits or any other
          legal  proceedings,  whether judicial or  administrative,  challenging
          this Agreement or the  consummation of the  transactions  contemplated
          hereby, including,  without limitation,  seeking to have any temporary
          restraining  order  entered by any court or  administrative  authority
          vacated or reversed.

                                        2
<PAGE>

     Section 2.2.  Lock-Up  Agreement.  Each of the Sellers  hereto agree not to
          sell, loan, pledge, assign, transfer,  encumber,  distribute, grant or
          otherwise  dispose  of,  directly  or  indirectly   (collectively,   a
          "Transfer"), (a), for a period (the "First Lock-up Period") commencing
          on the date hereof and ending June 20, 2004,  seven  hundred  thousand
          shares of common  stock of the  Company to be issued to  Sellers  upon
          conversion  of the  remaining  debentures  held  by them  (the  "First
          Traunch  Common  Stock"),  and (b) for a period (the  "Second  Lock-up
          Period") commencing on the date hereof and ending ninety days from the
          Closing Date, an additional  seven hundred  thousand  shares of common
          stock of the Company to be issued to Sellers  upon  conversion  of the
          remaining  debentures held by them (the "Second Traunch Common Stock,"
          and,  together  with the First Traunch  Common  Stock,  the "Locked Up
          Common  Stock"),  otherwise  than (i) as a bona  fide  gift or  gifts,
          provided the donee or donees thereof agree to be bound by this Lock-up
          Agreement,  or (ii) any sale in a private transaction to an individual
          who  agrees to the  lock-up  provisions  herein.  Notwithstanding  the
          above, with respect to the Second Traunch Common Stock,  Sellers shall
          have the right to sell only up to an  aggregate  of 150,000  shares of
          Common  Stock in any one month  commencing  Ninety (90) days after the
          Closing  Date,   and  ending  on  December  20,  2003.  The  foregoing
          restriction is expressly  agreed to preclude the Sellers from engaging
          during the Lock-up Period in any hedging or other transaction which is
          designed  to,  or  reasonably  expected  to  lead  to or  result  in a
          Disposition  of the  Locked Up Common  Stock,  even if such  Locked Up
          Common  Stock  would  be  disposed  of  by  someone   other  than  the
          undersigned.

     In the event the  Company  breaches  any  covenant  or  obligation  in that
certain Debenture,  dated as of the date hereof,  held by Future Ventures,  Ltd.
(the "2003  Debenture"),  or any default or Event of Default occurs or exists as
defined  therein,  then the  provisions  of this  Section 2.2 shall  immediately
terminate  and  be of  no  force  or  effect.  This  provision  shall  terminate
automatically  upon  payment  in full of such  2003  Debenture  on or  prior  to
September 2, 2003.

     So long as the  provisions  of this Section 2.2 are in effect,  the Sellers
shall have the right to request from the Company's  transfer agent and receive a
shareholder  list of the Company  from time to time,  at the expense of Sellers.
This  paragraph  shall  serve as the  Company's  irrevocable  authorization  and
instruction  to the Company's  transfer  agent from time to time to provide such
shareholder  list to the  Sellers,  at the expense of Sellers,  upon the written
request of any of the Sellers.

     Section 2.3. The undersigned,  Steve Mannen, hereby represents and warrants
          that he is the duly and validly appointed Attorney In Fact for each of
          the Purchasers set forth on Schedule 1 attached hereto,  and that this
          Agreement  is binding and in full force and effect  against  each such
          Purchaser.

     Section 2.4.  The  Purchasers  shall  not  approve,  and  shall  cause  any
          transferee  of their  shares  to agree  not to  approve  and take such
          action as is necessary  to prevent,  the Company  from  effecting  any
          reverse  split of its Common  Stock at any time prior to November  31,
          2004, without the written consent of AEC and Future.

                                        3
<PAGE>

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                         -------------------------------

     To induce  Purchasers to acquire the Debentures,  Seller hereby  represents
and warrants to Purchaser,  as of the date hereof and as of the Closing Date, as
follows:

     Section 3.01.  Ownership of Rights.  Seller is the true and lawful owner of
          the Debentures, free and clear of any claims,  restrictions,  liens or
          encumbrances, and has all the necessary power and authority to convey,
          transfer, and assign the Debentures to Purchaser.  The Debentures were
          entered into by the Company,  and the  Debentures  were fully  funded,
          prior to June 23, 2001.

     Section 3.02. Delivery of Rights. Upon delivery to Purchaser on the Closing
          Date of the  instruments of conveyance with respect to the Debentures,
          Purchaser  will acquire good and  marketable  title to the  Debentures
          free and clear of all claims,  liens,  mortgages,  easements,  leases,
          convenants,  restrictions,  pledges,  charges,  security interests, or
          other encumbrances.

     Section 3.03.  Organization of Good Standing.  Seller is a corporation duly
          organized, validly existing and in good standing under the laws of the
          Turks & Caicos  and has all  requisite  corporate  power  to  execute,
          deliver  and  perform  the   provisions  of  this  Agreement  and  the
          transactions contemplated hereby.

     Section 3.04.  Authorization.  The execution and delivery of this Agreement
          by Seller and the consummation of the transactions contemplated hereby
          will, as of the Closing Date, have been duly and validly authorized by
          all  necessary  corporate  action  on the  part  of the  Seller.  This
          Agreement is and represents the valid and legally binding  obligations
          of Seller,  enforceable  in  accordance  with their  terms,  except as
          limited  by   applicable   bankruptcy,   insolvency,   reorganization,
          moratorium  or  other  laws of  general  application  referring  to or
          affecting  enforcement of creditors'  rights, and by general equitable
          principals.

     Section 3.05. Effect of this Agreement.  The execution and delivery of this
          Agreement,  the consummation of the transactions  contemplated hereby,
          and the  compliance by Seller with any of the  provisions  hereof will
          not: (i) conflict  with or result in a breach of any  provision of its
          Certificate of Incorporation or By-Laws; or (ii) to the best knowledge
          of the Seller,  result in any breach or  violation of the terms of any
          agreement  by which the Seller is bound or of any decree,  injunction,
          judgment,  order, law, rule or regulation,  now in effect and to which
          Seller (or the Debentures) is subject.

     Section 3.06. Disclosure.  Tot the best of Sellers' knowledge, there are no
          present  investigations  or inquiries from any regulatory  authorities
          having   jurisdiction  over  the  Debentures,   Sellers  or  Satellite
          Enterprises Corp.

                                        4
<PAGE>

                                   ARTICLE IV

                                  MISCELLANEOUS
                                  -------------

     Section 4.1 Expenses.  Except as otherwise provided in this Agreement, each
          party to this  Agreement  will bear its  respective  fees and expenses
          incurred in connection with the  preparation,  negotiation,  execution
          and  performance of this Agreement and the  transactions  contemplated
          herein. If this Agreement is terminated,  the obligation of each party
          to pay its own fees and expenses will be subject to any rights of such
          party arising from a breach of this Agreement by another party.

     Section 4.2 Waiver;  Remedies  Cumulative.  The rights and  remedies of the
          parties to this Agreement are cumulative and not alternative.  Neither
          any failure nor any delay by any party in exercising any right,  power
          or privilege under this Agreement or any of the documents  referred to
          in this  Agreement  will  operate as a waiver of such right,  power or
          privilege,  and no single or partial exercise of any such right, power
          or  privilege  will  preclude  any other or further  exercise  of such
          right, power or privilege or the exercise of any other right, power or
          privilege.  To the maximum extent  permitted by applicable law, (a) no
          claim or right  arising out of this  Agreement or any of the documents
          referred to in this Agreement can be discharged by one party, in whole
          or in part, by a waiver or  renunciation  of the claim or right unless
          in writing signed by the other party;  (b) no waiver that may be given
          by a party will be  applicable  except in the  specific  instance  for
          which it is given; and (c) no notice to or demand on one party will be
          deemed to be a waiver of any  obligation of that party or of the right
          of the party  giving  such  notice or  demand to take  further  action
          without  notice  or  demand  as  provided  in  this  Agreement  or the
          documents referred to in this Agreement.

     Section 4.3 Entire Agreement and  Modification.  This Agreement  supersedes
          all prior  agreements,  whether  written or oral,  between the parties
          with respect to its subject  matter,  and  constitutes  a complete and
          exclusive  statement of the terms of the agreement between the parties
          with respect to its subject matter. This Agreement may not be amended,
          supplemented,  or  otherwise  modified  except by a written  agreement
          executed by the party to be charged with the amendment.

     Section 4.4 Assignments,  Successors and No Third-Party  Rights.  Any party
          may assign any of its rights or delegate any of its obligations  under
          this  Agreement.  This  Agreement  will  apply to, be  binding  in all
          respects upon and inure to the benefit of the successors and permitted
          assigns of the  parties.  Nothing  expressed  or  referred  to in this
          Agreement  will be construed to give any Person other than the parties
          to this Agreement any legal or equitable right,  remedy or claim under
          or with respect to this Agreement or any provision of this  Agreement,
          except such rights as shall inure to a successor or permitted assignee
          pursuant to this Section.

                                        5
<PAGE>

     Section 4.5  Severability.  If any  provision  of  this  Agreement  is held
          invalid or unenforceable by any court of competent  jurisdiction,  the
          other  provisions  of this  Agreement  will  remain in full  force and
          effect.  Any provision of this Agreement held invalid or unenforceable
          only in part or degree  will  remain in full  force and  effect to the
          extent not held invalid or unenforceable.

     Section 4.6  Construction.  The  headings of Articles  and Sections in this
          Agreement  are provided for  convenience  only and will not affect its
          construction  or  interpretation.  All  references to  "Articles"  and
          "Sections"  refer to the  corresponding  Articles and Sections of this
          Agreement.

     Section 4.7 Time of Essence.  With regard to all dates and time periods set
          forth or referred to in this Agreement, time is of the essence.

     Section 4.8 Governing Law; Consent to Jurisdiction.  (a) The interpretation
          and  construction of this Agreement,  and all matters relating hereto,
          shall be governed by the laws of the State of California applicable to
          contracts  made  and to be  performed  entirely  within  the  State of
          California.

     (b)  Any proceeding,  action,  litigation or claim (a "Proceeding") arising
          out of or  relating  to  this  Agreement  or  any of the  transactions
          contemplated  herein  may be  brought  in the  courts  of the State of
          California,  County  of Los  Angeles,  or,  if it  has or can  acquire
          jurisdiction,  in the United  States  District  Court for the  Central
          District of California, and each of the parties irrevocably submits to
          the exclusive  jurisdiction of each such court in any such Proceeding,
          waives  any  objection  it may now or  hereafter  have to  venue or to
          convenience  of  forum,  agrees  that all  claims  in  respect  of the
          Proceeding  shall be heard and  determined  only in any such court and
          agrees not to bring any Proceeding  arising out of or relating to this
          Agreement or any of the transactions  contemplated herein in any other
          court.  The parties  agree that either or both of them may file a copy
          of this paragraph  with any court as written  evidence of the knowing,
          voluntary and bargained  agreement between the parties  irrevocably to
          waive any objections to venue or to  convenience of forum.  Each party
          hereto  hereby  consents to process being served in any such action or
          proceeding  by the mailing of a copy  thereof to the address set forth
          opposite  its name below and agrees  that such  service  upon  receipt
          shall  constitute  good and  sufficient  service  of process or notice
          thereof. Nothing in this paragraph shall affect or eliminate any right
          to serve process in any other manner permitted by law.

     Section 4.9 WAIVER OF JURY  TRIAL.  THE PARTIES  HEREBY  WAIVE ANY RIGHT TO
          TRIAL BY JURY IN ANY  PROCEEDING  ARISING  OUT OF OR  RELATING TO THIS
          AGREEMENT  OR  ANY  OF  THE  CONTEMPLATED  TRANSACTIONS,  WHETHER  NOW
          EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT,  TORT
          OR  OTHERWISE.  THE PARTIES  AGREE THAT ANY OF THEM MAY FILE A COPY OF
          THIS  PARAGRAPH  WITH ANY COURT AS WRITTEN  EVIDENCE  OF THE  KNOWING,
          VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO
          WAIVE TRIAL BY JURY AND THAT ANY  PROCEEDING  WHATSOEVER  BETWEEN THEM
          RELATING TO THIS  AGREEMENT  OR ANY OF THE  CONTEMPLATED  TRANSACTIONS
          SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
          SITTING WITHOUT A JURY.

                                        6
<PAGE>

     Section 4.10 Execution of Agreement.  This Agreement may be executed in one
          or more  counterparts,  each of which will be deemed to be an original
          copy of this Agreement and all of which, when taken together,  will be
          deemed to  constitute  one and the same  agreement.  The  exchange  of
          copies  of  this  Agreement  and  of  signature   pages  by  facsimile
          transmission shall constitute effective execution and delivery of this
          Agreement  as to the parties  and may be used in lieu of the  original
          Agreement for all purposes.  Signatures of the parties  transmitted by
          facsimile  shall be deemed  to be their  original  signatures  for all
          purposes.

     IN WITNESS  WHEREOF,  each of the parties have caused this  Agreement to be
executed by their respective  officers who have been duly authorized,  all as of
the day and year first above written.

Sellers:                                             Purchasers:

Alternative Energy Capital Inc.             Steve Mannen, for all Purchasers set
a Turks & Caicos company                    forth on Schedule 1 as their duly
                                            and lawfully appointed Attorney in
                                            Fact under a Power of Attorney

By:   /s/ Marc Dame                         By:  /s/ Steve Mannen
   ----------------------------                ---------------------------------
Name: Marc Dame                             Name: Steve Mannen
Title: Director/Authorized Officer          Title: Attorney in Fact/Authorized
                                            Representative

Future Ventures Ltd.
A Turks & Caicos company

By:  /s/ Keith Burant
   ----------------------------
Name: Keith Burant
Title: Director/Authorized Officer

                                        8
<PAGE>
                                   SCHEDULE 1
<TABLE>
<CAPTION>

                                   PURCHASERS

                                        Shares. Princ. Amt. Purch. Price Amt.
Paid Debenture
<S>                                  <C>               <C>              <C>            <C>             <C>
Odessa Beheer BV                      1,829,268        $ 28,277.30      $ 37,500.00    $ 37,500.00
Total Look BV                         1,829,268        $ 28,277.30      $ 37,500.00    $ 37,500.00
Mr. E. Caprino                          900,000        $ 13,912.43      $ 18,450.00    $ 18,430.50
Mrs. J.M. Broekhoff                     900,000        $ 13,912.43      $ 18,450.00    $ 18,456.00
Mr. E. Meijer                           900,000        $ 13,912.43      $ 18,450.00    $ 18,450.00
Mrs. J. Schneider                       900,000        $ 13,912.43      $ 18,450.00    $ 18,450.00
Mr. G.H. De Gelder                      300,000        $  4,637.48      $  6,150.00    $  6,150.00
Crown Union Investment Ltd.           1,032,425        $ 15,959.49      $ 21,164.71    $ 21,155.00
Mr. M. Keizer                           932,425        $ 14,413.67      $ 19,114.71                    $ 19,114.71
Mr. B.R. Dewis                          487,805        $  7,540.62      $ 10,000.00    $ 10,000.00
Mr. J.L.M. van Der Walle                900,000        $ 13,912.43      $ 18,450.00    $ 18,450.00
Mr. H.E. Rudolph                        900,000        $ 13,912.43      $ 18,450.00                    $ 18,450.00
Ornskold Gruppen Holding BV           3,280,750        $ 50,714.69      $ 67,255.38    $ 67,255.38
Burest Holding BV                       857,890        $ 13,261.49      $ 17,586.75                    $ 17,586.75
Mr. J. G. van Burken                    110,550        $  1,708.91      $  2,266.28                    $  2,266.28
Mr. Niels Reijers                       165,440        $  2,557.41      $  3,391.52                    $  3,391.52
Steve Mannen                            774,179        $ 11,967.46      $ 17,370.66    $  1,291.67     $ 16,078.99
                                     ----------        -----------      -----------    -----------     -----------
                                     17,000,000        $262,790.43      $350,000.00    $273,111.76     $ 76,888.24
                                     ==========        ===========      ===========    ===========     ===========
</TABLE>

                                        9
<PAGE>

</TEXT>
</DOCUMENT>
