Exhibit 10.18


    Exhibit
      10.18

     

    

      CONSULTING
        AGREEMENT

       

      THIS
        CONSULTING AGREEMENT
        (the
“Agreement”) is made and entered into as of April 1, 2006, between LORNE
        PERSONS, JR. (“Consultant”)
        and EAGLE
        BROADBAND, INC.,
        a Texas
        corporation (“Eagle Broadband”).

       

      RECITALS

       

      A. Eagle
        Broadband wishes to retain the services of the Consultant on a part-time
        basis.

       

      B. The
        Consultant has agreed to render consulting services to Eagle Broadband on
        the
        terms and conditions stated herein.

       

      ACCORDINGLY,
        for good and valuable consideration, the receipt and sufficiency of which
        are
        acknowledged, the parties agree as follows:

       

      1.  Engagement
        and Scope.
        Eagle
        Broadband engages Consultant to perform consulting services (the “Services”),
        and Consultant accepts such engagement, upon the terms and conditions set
        forth
        in this Agreement. Consultant shall advise and consult with Eagle Broadband
        and
        its directors regarding sales and marketing in general and shall be in charge
        of
        directing sales and marketing for Eagle Broadband’s product known as the
“SatMAX”.

       

      2.  Term
        of Agreement.
        There
        is no stipulated term of this Agreement; rather this Agreement may be terminated
        by either party upon ninety (90) days’ prior written notice.

       

      3.  Compensation.
        For all
        services rendered under this Agreement, Eagle Broadband shall pay Consultant
        a
        quarterly payment of $14,500, payable in arrears on the tenth business day
        of
        the month following the end of each quarter or as otherwise agreed between
        the
        President of Eagle Broadband and the Consultant. Such quarterly payment shall
        be
        made in the common stock of Eagle Broadband (which Eagle Broadband shall
        use
        reasonable commercial efforts to have registered for sale when issued) until
        such time, on no less than thirty days’ written notice, either the Consultant or
        Eagle Broadband elect to receive or make such payment in cash. Consultant
        acknowledges and agrees that Eagle Broadband will make no federal, state,
        or
        local tax or unemployment insurance or social security withholdings or
        deductions from payments made to Consultant hereunder. Consultant shall report
        and pay any contributions for taxes, unemployment insurance, social security
        and
        other benefits for himself (collectively, “Taxes”). Consultant shall indemnify,
        defend and hold Eagle Broadband and its
        directors, officers, members, managers, affiliates, agents, employees,
        successors and assigns (collectively, the “Eagle Broadband Indemnified Parties”)
harmless
        from and against any and all liabilities, obligations, claims, penalties,
        fines
        or losses, including attorneys’ fees and costs, resulting from or in any way
        related to Consultant’s failure to report or pay any Taxes.

       

      4.  Expenses.
        In
        addition to the compensation provided above, Eagle Broadband shall reimburse
        Consultant for all reasonable and necessary direct out-of-pocket expenses
        incurred by Consultant while performing consulting services for Eagle Broadband,
        including travel expenses, meals and other out of pocket expenses, all in
        accordance with Eagle Broadband’s standard company policy.

       

      5.  Authority
        of Consultant.
        Consultant shall have the same authority that a Vice President of the Company
        would have within the scope of his assigned duties and may commit Eagle
        Broadband for expenditures up to $1,000 per item without the prior approval
        of
        the President.

       

      6.  Termination
        for Cause.
        Either
        party may terminate this Agreement upon a material default hereof by the
        other
        party in the performance of any obligation to be performed by it under this
        Agreement upon not less than ten (10) days’ advance notice given by the
        non-defaulting party, with such notice giving a reasonably sufficient
        description of the default, and failure of the defaulting party to cure the
        default within such ten-day period.

       

      7.  Confidentiality
        of Information.
        Because
        the work for which Consultant is retained will include knowledge and information
        of a personal or confidential nature to, or which is a trade secret of, Eagle
        Broadband, the Principals, and their affiliates, Consultant possesses and
        shall
        hereafter receive such knowledge and information in confidence and shall
        not,
        except as required in the conduct of Eagle Broadband’s business or as authorized
        in writing by Eagle Broadband, publish, disclose, or make any use of any
        such
        information or knowledge, or authorize anyone else to do so, unless and until
        such information or knowledge shall have ceased to be secret or confidential
        as
        evidenced by general public knowledge.

       

      8.  Return
        of Eagle Broadband Proprietary or Confidential Information.
        All
        documents, written information, notebooks, records and any other information
        relating to Eagle Broadband or its affiliates, and all tangible work product
        created by Consultant pursuant to this Agreement, shall be the property of
        Eagle
        Broadband and shall be delivered by Consultant to Eagle Broadband on termination
        of this Agreement.

       

      9.  Assignment;
        Binding Effect; Amendment.
        This
        Agreement and the rights of the parties under it may not be assigned and
        shall
        be binding upon and shall inure to the benefit of the parties. This Agreement
        constitutes a valid and binding agreement of the parties enforceable in
        accordance with its terms and may be modified or amended only by a written
        instrument executed by each party.

       

      10.  Entire
        Agreement.
        This
        Agreement is the final, complete and exclusive statement of the agreement
        between the parties with relation to the subject matter of this Agreement,
        it
        being understood that there are no oral representations, understandings or
        agreements covering the same subject matter as this Agreement. This Agreement
        supersedes, and cannot be varied, contradicted or supplemented by evidence
        of,
        any prior or contemporaneous discussions, correspondence, or oral or written
        agreements of any kind.

       

      11.  Counterparts.
        This
Agreement
        may be
        executed in two or more counterparts, each of which shall be deemed an original
        and all of which together shall constitute but one and the same
        instrument.

       

      12.  Notices.
        All
        notices or other communications required or permitted under this Agreement
        shall
        be in writing and may be given by depositing the same in United States mail,
        addressed to the party to be notified, postage prepaid and registered or
        certified with return receipt requested, by nationally recognized overnight
        courier, or by delivering the same in person to such party, addressed as
        follows:

       

      
        	 	
                (a)

              	
                If
                  to Consultant, addressed to:

              


      

       

      LORNE
        PERSONS, JR.

       

      1119
        Mulberry Drive

       

      Altoona,
        WI 54720

       

      
        	 	
                (b)

              	
                If
                  to Eagle Broadband, addressed to:

              


      

       

      EAGLE
        BROADBAND, INC.

      101
        Courageous Drive

       

      League
        City, TX 77573

       

      Attn:
        David Micek, President

       

      Notice
        shall be deemed given and effective the day personally delivered, the day
        after
        being sent by overnight courier, subject to signature verification, and three
        business days after the deposit in the U.S. mail of a writing addressed as
        above
        and sent first class mail, registered or certified, return receipt requested,
        or
        when actually received, if earlier. Any party may change the address for
        notice
        by notifying the other party of such change in accordance with this
        Section.

       

      13.  Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of
        Texas,
        without giving effect to any choice or conflict of law provision or rule
        (whether of the State of Texas or any other jurisdiction) that would cause
        the
        application of the laws of any jurisdiction other than the State of Texas.
        

       

      14.  Survival
        of Obligations.
        No
        termination of this Agreement or of Consultant’s work hereunder, for whatever
        reason, shall relieve Consultant of or release Consultant from the obligations
        set forth in Sections 7 and 8 of this Agreement, which shall survive such
        termination.

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the day and
        year
        first written above.

       

      CONSULTANT:

       

      /s/
        Lorne Persons, Jr.

      LORNE
        PERSONS, JR.

       

       

      EAGLE
        BROADBAND:

       

      EAGLE
        BROADBAND, INC.

       

      By:
        /s/
        David Micek

      David
        Micek, President and CEO