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                                                                     EXHIBIT 4.7

                                    GUARANTEE

         For value received, the undersigned hereby unconditionally guarantees
to the Holder of this Security the cash payments in United States dollars of
principal of, premium, if any, and interest on this Security in the amounts and
at the time when due and interest on the overdue principal, premium, if any, and
interest, if any, of this Security, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture or the Securities, to
the Holder of this Security and the Trustee, all in accordance with and subject
to the terms and limitations of this Security, Article Fifteen of the Indenture
and this Guarantee. This Guarantee will become effective in accordance with
Article Fifteen of the Indenture and its terms shall be evidenced therein. The
validity and enforceability of any Guarantee shall not be affected by the fact
that it is not affixed to any particular Security. Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Indenture
dated as of July 31, 1998, among Golden Sky Systems, Inc., the undersigned and
State Street Bank and Trust Company of Missouri, N.A., as Trustee, as amended or
supplemented (the "Indenture").

         The obligations of the undersigned to the Holders of Securities and to
the Trustee pursuant to the Guarantee and the Indenture are expressly set forth
in Article Fifteen of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee and all of the other provisions
of the Indenture to which this Guarantee relates.

         THIS GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
THE SUBSIDIARY GUARANTOR HEREUNDER AGREES TO SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THE INDENTURE, THE SECURITIES OR THIS GUARANTEE.

         This Guarantee is subject to release upon the terms set forth in the
Indenture.

Date:  July 31, 1998

                                                 PRIMEWATCH, INC.
                                                 as Guarantor

                                                 By:/s/ RODNEY A. WEARY
                                                    ---------------------------