Exhibit 10.19


    
      Exhibit
        10.19

       

      PROMISSORY
        NOTE

       

      
        	 FACE AMOUNT	 $5,500,000
	 PRICE	 $4,400,000
	 INTEREST RATE	 12% per annum
	 NOTE NUMBER	 July-2006-101
	 ISSUANCE DATE	 July 24,
                2006
	 MATURITY DATE	 July 24,
                2008


      

       

      FOR
        VALUE
        RECEIVED, Eagle Broadband, Inc., a Texas corporation, and all of its
        subsidiaries (the “Company”) (AMEX: EAG) hereby promises to pay to the order
        of
        DUTCHESS PRIVATE EQUITIES FUND, L.P. AND DUTCHESS PRIVATE EQUITIES FUND,
        II, LP
(collectively,
        the “Holder”) by the Maturity Date, or earlier, the Face Amount of Five Million
        Five Hundred Thousand Dollars ($5,500,000) plus accrued interest U.S., (this
        “Note”) in such amounts, at such times and on such terms and conditions as are
        specified herein (sometimes hereinafter the Company and the Holder are referred
        to collectively as “the Parties”).

       

      Any
        capitalized term not defined in this Note are defined in the Investment
        Agreement for the Equity Line of Credit between Dutchess Private Equities
        Fund,
        LP (the “Investor”) and the Company (the “Equity Line”) dated February 10, 2006,
        which definitions the Company and the Holder incorporate herein by
        reference.

       

      Article
        1 Method
        of
        Payment/Interest

       

      Section
        1.1 Payments
        made to the Holder by the Company in satisfaction of this Note (referred
        to as a
“Payment,” or “Payments”) based upon the following schedule:

       

      Payment
        due on August 31, 2006 will be in the amount of seventy-four thousand six
        hundred and twenty-seven dollars ($74,627);

       

      Payment
        due on September 31, 2006 will be in the amount of fifty-four thousand five
        hundred and six ($54,506).

       

      Payment
        due on October 31, 2006 and each month thereafter shall be the sum of a)
        two
        hundred and fifty thousand dollars ($250,000) (“Minimum Payment Amount”) and b)
        one hundred percent (100%) of the proceeds raised from each Put (as defined
        in
        the Equity Line) given to the Investor from the Company, in excess of three
        hundred and fifty thousand dollars ($350,000) dollars per month (“Put Threshold
        Amount”) (both a) and b) hereinafter referred to as the “Payment Amount”).
        Payments shall be made on the last business day of each month until the Face
        Amount is paid in full, but in no event later than the Maturity Date.
        Notwithstanding any provision to the contrary in this Note, within the first
        twelve (12) months, the Company may pay in full to the Holder ninety-five
        percent (95%) of the balance due on the Face Amount, in readily available
        funds
        at any time and from time to time without penalty. After the first twelve
        (12)
        months, the Company may pay one hundred percent (100%) of the unpaid Face
        Amount
        to the Holder in readily available funds at any time and from time to time
        without penalty.

       

      Payments
        made during a month that exceed the Minimum Payment Amount due shall NOT
        be
        applied to the any future Payments due to the Holder by the Company; provided,
        however, that such Payments will reduce the unpaid Face Amount of the Note
        accordingly.

       

      Section
        1.2 Payments
        due pursuant to this Note shall be drawn directly from the Closing of each
        Put
        and shall be wired directly to the Holder on the Closing Date. The Company
        agrees to fully execute and diligently carry out Puts to the Investor, on
        the
        terms set forth in the Investment Agreement. The Company agrees that the
        Put
        Amount shall be for the maximum amount allowed under the Equity Line. Further,
        the Company agrees to issue Puts to the Investor for the maximum frequency
        allowed under the Equity Line. Failure to comply with the terms of the Equity
        Line with respect to the Puts will result in an Event of Default as defined
        in
        this Agreement in Article 4.

       

      Section
        1.3 In
        order
        to assist the Company in meeting its obligations under this Note, the Company
        hereby authorizes the Investor to transfer funds from each Put directly to
        the
        Holder as outlined herein. A Put shall be deemed closed after the funds are
        transferred to the Holder.

       

      Section
        1.4 At
        the
        sole option of the Holder, if the Company raises funds from a third party,
        whether involving the issuance of debt or equity (a “Financing”), excluding Rule
        144 Transactions (as defined below), the Company agrees to pay the Holder
        one
        hundred percent (100%) of the net proceeds raised by a Financing to prepay
        the
        Face Amount of the Note, Interest and penalties, if any, then due. For purposes
        of this Note, a “Rule 144 Transaction” means any transaction whereby the
        securities issued by the Company have not been, and will not be, registered
        with
        the Securities and Exchange Commission (the “Commission”), and which may only be
        resold pursuant to Rule 144 of the Securities Act of 1933, as amended (the
        “Securities Act”). If the Company raises funds from a third party in a Rule 144
        Transaction, the Company agrees to pay to the Holder one hundred percent
        (100%)
        of the net proceeds therefrom in excess of three million dollars ($3,000,000)
        as
        prepayment of the Face Amount of the Note, Interest and penalties, if any,
        then
        due. A Financing will also include the sale by the Company of any of its
        assets
        (excluding assets sold in the normal course of business), excluding the
        Company’s fiber optic network located in Houston, Texas, and the Company’s
        SatMAX business (“Asset Exclusions”). For the sale, transfer or disposal of the
        Asset Exclusions, the Holder shall receive ten percent (10%) of any proceeds
        received by the Company in excess of three million dollars ($3,000,000).
        All
        prepayments described in this Section shall be made to the Holder within
        one (1)
        business day of the Company’s receipt of the Financing. Failure to do so will
        result in an Event of Default. The Holder shall have the right, but not the
        obligation, to waive all or part of this Section upon request from the
        Company.

       

      Section
        1.5 The
        Company shall pay twelve percent (12%) annual coupon on the unpaid Face Amount
        of this Note remaining due on the Maturity Date, commencing on the date of
        this
        Note. The Interest shall compound daily, pro rata for partial
        periods.

       

      Article
        2 Collateral

       

      Section
        2.1 The
        Company does hereby agree to issue to the Holder for use as Collateral
        twenty-four (24) signed Put Notices to be used only in an Event of Default
        as
        described in Article 4, herein. In the event the Holder uses the Collateral
        in
        full, the Company shall immediately deliver to the Holder additional Put
        Sheets
        as requested by the Holder.

       

      Section
        2.2 Upon
        the
        completion of the Company’s obligation to the Holder of the Face Amount of this
        Note, the Company will not be under any further obligation to complete
        additional Puts. All remaining Put sheets shall be marked “VOID” by the Holder
        and returned to the Company at the Company’s request.

       

      Article
        3 Unpaid
        Amounts

       

      Section
        3.1 In
        the
        event that on the Maturity Date the Company has any remaining amounts unpaid
        on
        this Note (the “Residual Amount”), the Holder can exercise its right to increase
        the Face Amount by five percent (5%) as an initial penalty and
        an
        additional two percent (2%) per month paid, pro rata for partial periods,
        compounded daily, as liquidated damages (“Liquidated Damages”). If a Residual
        Amount remains, the Company is in Default and the Holder may elect remedies
        as
        set forth in Article 4, below. The Parties acknowledge that Liquidated Damages
        are not interest and should not constitute a penalty.

       

      Article
        4 Defaults
        and Remedies

       

      Section
        4.1 Events
        of Default. An
“Event
        of Default” occurs if any one of the following occur:

       

      (a) The
        Company does not make a Payment within three (3) business days of a Payment
        Date, or a Residual Amount on the Note exists on the Maturity Date;
        or

       

      (b) The
        Company, pursuant to or within the meaning of any Bankruptcy Law (as hereinafter
        defined): (i) commences a voluntary case; (ii) consents to the entry of an
        order
        for relief against it in an involuntary case; (iii) consents to the appointment
        of a Custodian (as hereinafter defined) of the Company or for its property;
        (iv)
        makes an assignment for the benefit of its creditors; or (v) a court of
        competent jurisdiction enters an order or decree under any Bankruptcy Law
        that:
        (A) is for relief against the Company in an involuntary case; (B) appoints
        a
        Custodian of the Company or for its property; or (C) orders the liquidation
        of
        the Company, and the order or decree remains unstayed and in effect for sixty
        (60) calendar days; or

       

      (c) The
        Company’s $0.001 par value common stock (the “Common Stock”) is suspended or is
        no longer listed on any recognized exchange, including an electronic
        over-the-counter bulletin board, for in excess of two (2) consecutive trading
        days; or

       

      (d) The
        registration statement for the underlying shares in the Equity Line is not
        effective for any reason and is not cured within five (5) days; or

       

      (e) Any
        of
        the Company’s representations or warranties contained in this Agreement were
        false when made; or

       

      (f) The
        Company breaches this Agreement, and such breach, if and only if such breach
        is
        subject to cure, continues for a period of five (5) business days.

       

      As
        used
        in this Section 4.1,
        the term
“Bankruptcy Law” means Title 11 of the United States Code or any similar federal
        or state law for the relief of debtors. The term “Custodian” means any receiver,
        trustee, assignee, liquidator or similar official under any Bankruptcy
        Law.

       

      Section
        4.2 Remedies.
        In the
        Event of Default, the Holder may elect to execute the Puts in an amount that
        will repay the Holder and fully enforce the Security Agreement dated February
        10, 2006, between the Holder and the Company and between the Holder and David
        Micek (“Micek”).

       

      For
        each
        and every
        Event of
        Default, as outlined in this Agreement, the
        Holder
        can exercise its right to increase the Face
        Amount of the Note by five percent (5%) as an initial penalty. In addition,
        the
        Holder may elect to increase the
        Face
        Amount of the Note by two percent (2%) as Liquidated Damages, compounded
        daily.
        The Parties acknowledge that Liquidated Damages are not interest under the
        terms
        of this Agreement, and shall not constitute a penalty.

       

      In
        the
        Event of a Default hereunder, the Holder, at its sole election, shall have
        the
        right, but not the obligation, to either:

       

      (a) Switch
        the Residual Amount to a three-year (“Convertible Maturity Date”), eighteen
        percent (18%) interest bearing convertible debenture at the terms described
        hereinafter (the “Convertible Debenture”). In the Event of Default, the
        Convertible Debenture shall be considered closed (“Convertible Closing Date”),
        as of the date of the Event of Default. If the Holder chooses to convert
        the
        Residual Amount to a Convertible Debenture, the Company shall have twenty
        (20)
        business days after notice of default from the Holder (the “Notice of
        Convertible Debenture”) to file a registration statement covering an amount of
        shares equal to three hundred percent (300%) of the Residual Amount. In the
        event the Company does not file such registration statement within twenty
        (20)
        business days of the Holder’s request, or such registration statement is not
        declared by the Commission to be effective under the Securities Act within
        sixty
        (60) business days of the Convertible Closing Date, the Residual Amount shall
        increase by five thousand dollars ($5,000) per day. In the event the Company
        is
        given the option for accelerated effectiveness of the registration statement,
        the Company will cause such registration statement to be declared effective
        as
        soon as reasonably practicable and will not take any action to delay the
        registration to become effective. In the event that the Company is given
        the
        option for accelerated effectiveness of the registration statement, but chooses
        not to cause such registration statement to be declared effective on such
        accelerated basis, the Residual Amount shall increase by five thousand dollars
        ($5,000) per day commencing on the earliest date as of which such registration
        statement would have been declared to be effective if subject to accelerated
        effectiveness; or

       

      (b) The
        Holder may increase the Payment Amount described under Article 1 to fulfill
        the
        repayment of the Residual Amount. The Company shall provide full cooperation
        to
        the Holder in directing funds owed to the Holder on any Put made by the Company
        to the Investor. The Company agrees to diligently carry out the terms outlined
        in the Equity Line for delivery of any such shares. In the event the Company
        is
        not diligently fulfilling its obligation to direct funds owed to the Holder
        from
        Puts to the Investor, as reasonably determined by the Holder, the Holder
        may,
        after giving the Company two (2) business days advance notice to cure the
        same,
        elect to increase the Face Amount of the Note by 2.5% each day, compounded
        daily, in addition to and on top of additional remedies available to the
        Holder
        under this Note.

       

      Section
        4.3 Conversion
        Privilege

       

      (a) The
        Holder shall have the right to convert the Convertible Debenture into shares
        of
        Common Stock at any time following the Convertible Closing Date and before
        the
        close of business on the Convertible Maturity Date. The number of shares
        of
        Common Stock issuable upon the conversion of the Convertible Debenture shall
        be
        determined pursuant to Section 4.4, but
        the
        number of shares issuable shall be rounded up to the nearest whole
        share.

       

      (b) In
        the
        event all or any portion of the Convertible Debenture remains outstanding
        on the
        Convertible Maturity Date (the “Debenture Residual Amount”), the unconverted
        portion of such Convertible Debenture will automatically be converted into
        shares of Common Stock on such date in the manner set forth in Section
        4.4.

       

      Section
        4.4 Conversion
        Procedure

       

      (a) The
        Holder may elect to convert the Residual Amount in whole or in part any time
        and
        from time to time following the Convertible Closing Date. Such conversion
        shall
        be effectuated by providing the Company, or its attorney, with that portion
        of
        the Convertible Debenture to be converted together with a facsimile or
        electronic mail of the signed notice of conversion (the “Notice of Conversion”).
        The date on which the Notice of Conversion is effective (“Conversion Date”)
        shall be deemed to be the date on which the Holder has delivered to the Company
        a facsimile or electronically mailed the Notice of Conversion (receipt being
        via
        a confirmation of the time such facsimile or electronic mail to the Company
        as
        provided by the Holder). The Holder can elect to either reissue the Convertible
        Debenture, or continually convert the existing Debenture.

       

      (b) Common
        Stock to be Issued. Upon
        the
        conversion of the Convertible Debenture by the Holder, the Company shall
        instruct its transfer agent to issue stock certificates without restrictive
        legends or stop transfer instructions, if, at that time, the aforementioned
        registration statement described in Section 4.2 has been declared effective
        (or
        with proper restrictive legends if the registration statement has not as
        yet
        been declared effective), in specified denominations representing the number
        of
        shares of Common Stock issuable upon such conversion. In the event that the
        Convertible Debenture is deemed saleable under Rule 144 of the Securities
        Act,
        the Company shall, upon a Notice of Conversion, instruct the transfer agent
        to
        issue free trading certificates without restrictive legends, subject to other
        applicable securities laws. The Company is responsible to for all costs
        associated with the issuance of the shares, including but not limited to
        the
        opinion letter, FedEx of the certificates and any other costs that arise.
        The
        Company shall act as registrar of the Shares of Common Stock to be issued
        and
        shall maintain an appropriate ledger containing the necessary information
        with
        respect to each Convertible Debenture. The Company warrants that no instructions
        have been given or will be given to the transfer agent which limit, or otherwise
        prevent resale and that the Common Stock shall otherwise be freely resold,
        except as may be set forth herein or subject to applicable law.

       

      (c) Conversion
        Rate.
        The
        Holder is entitled to convert the
        Convertible Debenture Residual Amount, plus accrued interest and penalties,
        anytime following the Convertible Closing Date, at the lesser of either (i)
        seventy-five percent (75%) of the lowest closing bid price during the fifteen
        (15) trading days immediately preceding the Notice of Conversion or (ii)
        100% of
        the lowest bid price for the twenty (20) trading days immediately preceding
        the
        Convertible Closing Date ("Fixed Conversion Price"). No fractional shares
        or
        scrip representing fractions of shares will be issued on conversion, but
        the
        number of shares issuable shall be rounded up to the nearest whole
        share.

       

      (d) Nothing
        contained in the Convertible Debenture shall be deemed to establish or require
        the Company to pay interest to the Holder at a rate in excess of the maximum
        rate permitted by applicable law. In the event that the rate of interest
        required to be paid exceeds the maximum rate permitted by governing law,
        the
        rate of interest required to be paid thereunder shall be automatically reduced
        to the maximum rate permitted under the governing law and such excess shall
        be
        returned with reasonable promptness by the Holder to the Company. In the
        event
        this Section 4.4(d) applies, the Parties agree that the terms of this Note
        shall
        remain in full force and effect except as is necessary to make the interest
        rate
        comply with applicable law.

       

      (e) The
        Holder shall be treated as a shareholder of record on the date the Company
        is
        required to issue the Common Stock to the Holder. If prior to the issuance
        of
        stock certificates, the Holder designates another person as the entity in
        the
        name of which the stock certificates requesting the Convertible Debenture
        are to
        be issued, the Holder shall provide to the Company evidence that either no
        tax
        shall be due and payable as a result of such transfer or that the applicable
        tax
        has been paid by the Holder or such person. If the Holder converts any part
        of
        the Convertible Debentures, or will be, the Company shall issue to the Holder
        a
        new Convertible Debenture equal to the unconverted amount, immediately upon
        request by the Holder.

       

      (f) Within
        four (4) business days after receipt of the documentation referred to in
        this
        Section, the Company shall deliver a certificate for the number of shares
        of
        Common Stock issuable upon the conversion. In the event the Company does
        not
        make delivery of the Common Stock as instructed by Holder within four (4)
        business days after the Conversion Date, the Company shall pay to the Holder
        an
        additional one percent (1%) per day in cash of the full dollar value of the
        Debenture Residual Amount then remaining after conversion, compounded
        daily.

       

      (g) The
        Company shall at all times reserve (or make alternative written arrangements
        for
        reservation or contribution of shares) and have available all Common Stock
        necessary to meet conversion of the Convertible Debentures by the Holder
        of the
        entire amount of Convertible Debentures then outstanding. If, at any time,
        the
        Holder submits a Notice of Conversion and the Company does not have sufficient
        authorized but unissued shares of Common Stock (or alternative shares of
        Common
        Stock as may be contributed by stockholders of the Company) available to
        effect,
        in full, a conversion of the Convertible Debentures (a “Conversion Default,” the
        date of such default being referred to herein as the “Conversion Default Date”),
        the Company shall issue to the Holder all of the shares of Common Stock which
        are available. Any Convertible Debentures, or any portion thereof, which
        cannot
        be converted due to the Company’s lack of sufficient authorized common stock
        (the “Unconverted Debentures”), may be deemed null and void upon written notice
        sent by the Holder to the Company. The Company shall provide notice of such
        Conversion Default (“Notice of Conversion Default”) to the Holder, by facsimile,
        within one (1) business days of such default.

       

      (h) The
        Company agrees to pay the Holder payments for a Conversion Default (“Conversion
        Default Payments”) in the amount of (N/365) multiplied by .24 multiplied by the
        initial issuance price of the outstanding or tendered but not converted
        Convertible Debentures held by the Holder where N equals the number of days
        from
        the Conversion Default Date to the date (the “Authorization Date”) that the
        Company authorizes a sufficient number of shares of Common Stock to effect
        conversion of all remaining Convertible Debentures. The Company shall send
        notice (“Authorization Notice”) to the Holder that additional shares of Common
        Stock have been authorized, the Authorization Date, and the amount of Holder’s
        accrued Conversion Default Payments. The accrued Conversion Default shall
        be
        paid in cash or shall be convertible into Common Stock at the conversion
        rate
        set forth in Section 4.4(c), upon written notice sent by the Holder to the
        Company, which Conversion Default shall be payable as follows: (i) in the
        event
        the Holder elects to take such payment in cash, cash payment shall be made
        to
        the Holder within five (5) business days, or (ii) in the event Holder elects
        to
        take such payment in stock, the Holder may convert at the conversion rate
        set
        forth in Section 4.4(c) until the expiration of the conversion
        period.

       

      (i) The
        Company acknowledges that its failure to maintain a sufficient number of
        authorized but unissued shares of Common Stock to effect in full a conversion
        of
        the Convertible Debentures in full will cause the Holder to suffer irreparable
        harm, and that the actual damages to the Holder will be difficult to ascertain.
        Accordingly, the parties agree that it is appropriate to include in this
        Agreement a provision for liquidated damages. The Parties acknowledge and
        agree
        that the liquidated damages provision set forth in this section represents
        the
        parties’ good faith effort to quantify such damages and, as such, agree that the
        form and amount of such liquidated damages are reasonable, and under the
        circumstances, do not constitute a penalty. The payment of liquidated damages
        shall not relieve the Company from its obligations to deliver the Common
        Stock
        pursuant to the terms of this Convertible Debenture.

       

      (j) If,
        by
        the fourth (4th) business day after the Conversion Date, any portion of the
        shares of the Convertible Debentures have not been delivered to the Holder
        and
        the Holder purchases, in an open market transaction or otherwise, shares
        of
        Common Stock (the “Covering Shares”) necessary to make delivery of shares which
        would had been delivered if the full amount of the shares to be converted
        had
        been delivered to the Holder, then the Company shall pay to the Holder, in
        addition to any other amounts due to Holder pursuant to this Convertible
        Debenture, and not in lieu thereof, the Buy-In Adjustment Amount (as defined
        below). The “Buy In Adjustment Amount” is the amount equal to the excess, if
        any, of (x) the Holder’s total purchase price (including brokerage commissions,
        if any) for the Covering Shares minus (y) the net proceeds (after brokerage
        commissions, if any) received by the Holder from the sale of the Sold Shares.
        The Company shall pay the Buy-In Adjustment Amount to the Holder in immediately
        available funds within five (5) business days of written demand by the Holder.
        By way of illustration and not in limitation of the foregoing, if the Holder
        purchases shares of Common Stock having a total purchase price (including
        brokerage commissions) of $11,000 to cover a Buy-In with respect to shares
        of
        Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount
        which the Company will be required to pay to the Holder will be
        $1,000.

       

      Article
        5 Additional
        Financing and Registration Statements

       

      Section
        5.1 The
        Company will not enter into any additional financing agreements whether for
        debt
        or equity, except for Rule 144 Transactions, without prior expressed written
        consent from the Holder.

       

      Section
        5.2 The
        Company agrees that it shall not file any registration statement which includes
        any of its Common Stock, including those on Form S-8, until such time as
        the
        Note is paid off in full (“Lock-Up Period”) or without the prior written consent
        of the Holder, except for any registration statements the Company is
        contractually obligated to file pursuant to that certain Settlement Agreement
        between the Company and The Tail Wind Fund Ltd., dated February 15,
        2006.

       

      Section
        5.3 If
        at any
        time while this Note is outstanding, the Company issues or agrees to issue
        to
        any entity or person (“Third Party”) for any reason whatsoever, any common stock
        or securities convertible into or exercisable for shares of common stock
        (or
        modify any such terms in effect prior to the execution of this Note) (a “Third
        Party Financing”), at terms deemed by the Holder to be more favorable to the
        Third Party, then the Company grants to the Holder the right, at the Holder’s
        election, to modify the terms of this Note to match or conform to the more
        favorable term or terms of the Third Party Financing. The rights of the Holder
        in this Section 5.3 are in addition to all other rights the Holder has pursuant
        to this Note and the Security Agreement between the Holder and the
        Company.

       

      Violation
        of any Section under this Article 5 will result in an Event of Default and
        the
        Holder may elect to take the action or actions outlined in Article
        4.

       

      Article
        6 Notice

       

      Section
        6.1 Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms of this Note must be in writing and will be deemed
        to have
        been delivered (i) upon delivery, when delivered personally; (ii) upon receipt,
        when sent by facsimile (provided a confirmation of transmission is mechanically
        or electronically generated and kept on file by the sending party); or (iii)
        one
        (1) day after deposit with a nationally recognized overnight delivery service,
        so long as it is properly addressed. The addresses and facsimile numbers
        for
        such communications shall be:

       

      If
        to the
        Company:

       

      David
        Micek

      Eagle
        Broadband, Inc.

      101
        COURAGEOUS DRIVE

      LEAGUE
        CITY, TEXAS 77573

      Telephone:
        (281) 538-6000

      Facsimile:
        (281) 538-4730

       

       

      If
        to the
        Holder:

       

      Dutchess
        Capital Management, LLC

      Douglas
        Leighton

      50
        Commonwealth Ave, Suite 2

      Boston,
        MA 02116

      Telephone:
        (617) 301-4700

      Facsimile:
        (617) 249-0947

       

      Section
        6.2 The
        Parties are required to provide each other with five (5) business days prior
        notice to the other party of any change in address, phone number or facsimile
        number.

       

      Article
        7 Time

       

      Where
        this Note authorizes or requires the payment of money or the performance
        of a
        condition or obligation on a Saturday or Sunday or a holiday on which the
        United
        States Stock Markets (“US Markets”) are closed (“Holiday”), such payment shall
        be made or condition or obligation performed on the last business day preceding
        such Saturday, Sunday or Holiday. A “business day” shall mean a day on which
the
        US
        Markets are open for a full day or half day of trading.

       

      Article
        8 No
        Assignment.

       

      This
        Note
        and the obligations hereunder shall not be assigned,
        except as otherwise provided herein.

       

      Article
        9 Rules
        of
        Construction.

       

      In
        this
        Note, unless the context otherwise requires, words in the singular number
        include the plural, and in the plural include the singular, and words of
        the
        masculine gender include the feminine and the neuter, and when the tense
        so
        indicates, words of the neuter gender may refer to any gender. The numbers
        and
        titles of sections contained in the Note are inserted for convenience of
        reference only, and they neither form a part of this Note nor are they to
        be
        used in the construction or interpretation hereof. Wherever, in this Note,
        a
        determination of the Company is required or allowed, such determination shall
        be
        made by a majority of the Board of Directors of the Company and, if it is
        made
        in good faith, it shall be conclusive and binding upon the Company.

       

      Article
        10 Governing
        Law

       

      The
        validity, terms, performance and enforcement of this Note shall be governed
        and
        construed by the provisions hereof and in accordance with the laws of the
        Commonwealth of Massachusetts applicable to agreements that are negotiated,
        executed, delivered and performed solely in the Commonwealth of Massachusetts.
        

       

      Article
        11 Disputes
        Subject to Arbitration

       

      The
        parties to this Note will submit all disputes arising under it to arbitration
        in
        Boston, Massachusetts before a single arbitrator of the American Arbitration
        Association (“AAA”). The arbitrator shall be selected by application of the
        rules of the AAA, or by mutual agreement of the parties, except that such
        arbitrator shall be an attorney admitted to practice law in the Commonwealth
        of
        Massachusetts. No party to this agreement will challenge the jurisdiction
        or
        venue provisions as provided in this section. Nothing
        in this section shall limit the Holder’s right to obtain an injunction for a
        breach of this Agreement from a court of law. 

       

      Article
        12 Conditions
        to Closing

       

      The
        Company shall have delivered the proper Collateral to the Holder before Closing
        of this Note.

       

      Article
        13 Structuring
        and Administration Expense

       

      The
        Company agrees to pay for related expenses associated with the proposed
        transaction of $350,000. This amount shall cover, but is not limited to,
        the
        following: due diligence expenses, document creation expenses, closing costs,
        and transaction administration expenses. All such structuring and administration
        expenses shall be deducted from the first closing.

       

      Article
        14 Indemnification

       

      In
        consideration of the Holder’s execution and delivery of this Agreement and the
        acquisition and funding by the Holder of this Note and in addition to all
        of the
        Company’s other obligations under the documents contemplated hereby, the Company
        shall defend, protect, indemnify and hold harmless the Holder and all of
        its
        shareholders, officers, directors, employees, counsel, and direct or indirect
        investors and any of the foregoing person’s agents or other representatives
        (including, without limitation, those retained in connection with the
        transactions contemplated by this Agreement) (collectively, the “Indemnities”)
        from and against any and all actions, causes of action, suits, claims, losses,
        costs, penalties, fees, liabilities and damages, and expenses in connection
        therewith (irrespective of whether any such Indemnitee is a party to the
        action
        for which indemnification hereunder is sought), and including, without
        limitation, reasonable attorneys’ fees and disbursements (the “Indemnified
        Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or
        relating to (i) any misrepresentation or breach of any representation or
        warranty made by the Company in the Note, or any other certificate, instrument
        or document contemplated hereby or thereby (ii) any breach of any covenant,
        agreement or obligation of the Company contained in the Note or any other
        certificate, instrument or document contemplated hereby or thereby, except
        insofar as any such misrepresentation, breach or any untrue statement, alleged
        untrue statement, omission or alleged omission is made in reliance upon and
        in
        conformity with written information furnished to the Company by, or on behalf
        of, the Holder or is based on illegal trading of the Common Stock by the
        Holder.
        To the extent that the foregoing undertaking by the Company may be unenforceable
        for any reason, the Company shall make the maximum contribution to the payment
        and satisfaction of each of the Indemnified Liabilities that is permissible
        under applicable law. The indemnity provisions contained herein shall be
        in
        addition to any cause of action or similar rights the Holder may have, and
        any
        liabilities the Holder may be subject to.

       

      Article
        15 Incentive
        Shares

       

      The
        Company shall issue five hundred thousand (500,000) shares of unregistered,
        restricted Common Stock to the Holder as an incentive for the investment
        (“Incentive Shares”). The Incentive Shares shall be issued and delivered to the
        Holder immediately upon the Company receipt of listing approval from the
        American Stock Exchange ("AMEX"), which shall be submitted by the Company
        to the
        AMEX within one (1) day of financing, and shall carry piggyback registration
        rights. In the event the Shares are not registered in the next registration
        statement, the Company shall pay to the Holder, as a penalty, five hundred
        thousand (500,000) additional shares of common stock for each time a
        registration statement is filed and the Incentive Shares are not included.
        The
        Holder at its sole discretion may waive such penalty. The Company’s failure to
        issue the Incentive Shares constitutes an Event of Default and the Holder
        may
        elect to enforce the remedies outlined in Article 4. The Company’s obligation to
        provide the Holder with the Incentive Shares, as set forth herein, shall
        survive
        the operation of the Agreement and any default on this obligation shall provide
        the Holder with all rights, remedies and default provisions set forth in
        this
        Note, or otherwise available by law.

       

      Article
        16 Use
        of
        Proceeds

       

      The
        Company shall use the funds for general corporate purposes.

       

      Article
        17 Waiver

       

      The
        Holder’s delay or failure at any time or times hereafter to require strict
        performance by Company of any obligations, undertakings, agreements or covenants
        shall not waive, affect, or diminish any right of the Holder under this Note
        to
        demand strict compliance and performance herewith. Any waiver by the Holder
        of
        any Event of Default shall not waive or affect any other Event of Default,
        whether such Event of Default is prior or subsequent thereto and whether
        of the
        same or a different type. None of the undertakings, agreements and covenants
        of
        the Company contained in this Note, and no Event of Default, shall be deemed
        to
        have been waived by the Holder, nor may this Note be amended, changed or
        modified, unless such waiver, amendment, change or modification is evidenced
        by
        a separate instrument in writing specifying such waiver, amendment, change
        or
        modification and signed by the Holder.

       

      Article
        18 Senior
        Obligation

       

      The
        Company shall cause this Note to be senior in right of payment to all other
        current or future debt of the Company, including the Debenture between the
        Company and the Holder dated February 10, 2006. The Company warrants that
        it has
        taken all necessary steps to subordinate its other obligations to the rights
        of
        the Holder in this Note.

       

      Article
        19 Transactions
        With Affiliates

       

      The
        Company shall not, and shall cause each of its Subsidiaries to not enter
        into,
        amend, modify or supplement, or permit any Subsidiary to enter into, amend,
        modify or supplement, any agreement, transaction, commitment or arrangement
        with
        any of its or any Subsidiary’s officers, directors, persons who were officers or
        directors at any time during the previous two years, shareholders who
        beneficially own five percent (5%) or more of the Common Stock, or affiliates
        or
        with any individual related by blood, marriage or adoption to any such
        individual or with any entity in which any such entity or individual owns
        a five
        percent (5%) or more beneficial interest (each a “Related Party”) during the
        Lock Up Period.

       

      Article
        20 Equity
        Line Obligations

       

      At
        the
        request of the Holder, at any time after the Company’s current effective
        registration statement for the Equity Line of Credit with Dutchess Private
        Equities, LP (File No: 333-134108), has two million (2,000,000) shares or
        less
        remaining for issuance, the Company shall immediately prepare and file a
        new
        registration statement for the registration of additional shares as set forth
        in
        the Investment Agreement. The Holder shall also retain the right to determine
        the date of the filing of such registration statement, but in no event sooner
        than twenty (20) days prior to a notice being given to the Company. The
        Company shall respond to any and all SEC comments or correspondence, whether
        written or oral, direct or indirect, formal or informal (“Comments”), within
        seven (7) business days of receipt by the Company of such Comments. The seven
        (7) business day period provided herein shall be extended as may be required
        by
        delays caused by Investor; and, provided
        further, that
        such
        seven (7) business day period shall be extended two (2) business days for
        responses to SEC staff accounting comments. The Company shall cause the
        Registration Statement relating to the Registrable Securities to become
        effective no later than two (2) business days after notice from the SEC that
        the
        Registration Statement has been cleared of all comments. Failure
        to do any action outlined in this Article will result in an Event of Default
        and
        the Holder may seek to take actions as outlined in Article 4.

       

      Article
        21 Security

       

      The
        Note
        shall be secured by and the Holder shall have full right to exercise the
        Security Agreement between the Company and the Holder dated February 10,
        2006,
        and the Security Agreement between the Company and Micek dated February 10,
        2006.

       

      Article
        22 Miscellaneous

       

      Section
        22.1 This
        Note
        may be executed in two or more counterparts, all of which taken together
        shall
        constitute one instrument. Execution and delivery of this Note by exchange
        of
        facsimile copies bearing the facsimile signature of a party shall constitute
        a
        valid and binding execution and delivery of this Note by such party. Such
        facsimile copies shall constitute enforceable original documents.

       

      Section
        22.2 The
        Company warrants that the execution, delivery and performance of this Note
        by
        the Company and the consummation by the Company of the transactions contemplated
        hereby and thereby will not (i) result in a violation of the Articles of
        Incorporation, any Certificate of Designations, Preferences and Rights of
        any
        outstanding series of preferred stock of the Company or the By-laws, (ii)
        conflict with, or constitute a material default (or an event which with notice
        or lapse of time or both would become a material default) under, or give
        to
        others any rights of termination, amendment, acceleration or cancellation
        of,
        any material agreement, contract, indenture mortgage, indebtedness or instrument
        to which the Company or any of its Subsidiaries is a party, or (iii) result
        in a
        violation of any law, rule, regulation, order, judgment or decree, including
        United States federal and state securities laws and regulations and the rules
        and regulations of the principal securities exchange or trading market on
        which
        the Common Stock is traded or listed (the “Principal Market”), applicable to the
        Company or any of its Subsidiaries or by which any property or asset of the
        Company or any of its Subsidiaries is bound or affected. Neither the Company
        nor
        its Subsidiaries is in violation of any term of, or in default under, the
        Articles of Incorporation, any Certificate of Designations, Preferences and
        Rights of any outstanding series of preferred stock of the Company or the
        By-laws or their organizational charter or by-laws, respectively, or any
        contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
        decree or order or any statute, rule or regulation applicable to the Company
        or
        its Subsidiaries, except for possible conflicts, defaults, terminations,
        amendments, accelerations, cancellations and violations that would not
        individually or in the aggregate have a Material Adverse Effect as defined
        below. The business of the Company and its Subsidiaries is not being conducted,
        and shall not be conducted, in violation of any law, statute, ordinance,
        rule,
        order or regulation of any governmental authority or agency, regulatory or
        self-regulatory agency, or court, except for possible violations the sanctions
        for which either individually or in the aggregate would not have a Material
        Adverse Effect. The Company is not required to obtain any consent,
        authorization, permit or order of, or make any filing or registration (except
        the filing of a registration statement) with, any court, governmental authority
        or agency, regulatory or self-regulatory agency or other third party in order
        for it to execute, deliver or perform any of its obligations under, or
        contemplated by, this Note in accordance with the terms hereof or thereof.
        All
        consents, authorizations, permits, orders, filings and registrations which
        the
        Company is required to obtain pursuant to the preceding sentence have been
        obtained or effected on or prior to the date hereof and are in full force
        and
        effect as of the date hereof. The Company and its Subsidiaries are unaware
        of
        any facts or circumstances which might give rise to any of the foregoing.
        The
        Company is not, and will not be, in violation of the listing requirements
        of the
        Principal Market as in effect on the date hereof and is not aware of any
        facts
        which would lead to delisting of the Common Stock by the Principal
        Market.

       

      Section
        22.3 The
        Company and its Subsidiaries (which for purposes of this Note means any entity
        in which the Company, directly or indirectly, owns capital stock or holds
        an
        equity or similar interest) are corporations duly organized and validly existing
        in good standing under the laws of the respective jurisdictions of their
        incorporation, and have the requisite corporate power and authorization to
        own
        their properties and to carry on their business as now being conducted. Both
        the
        Company and its Subsidiaries are duly qualified to do business and are in
        good
        standing in every jurisdiction in which their ownership of property or the
        nature of the business conducted by them makes such qualification necessary,
        except to the extent that the failure to be so qualified or be in good standing
        would not have a Material Adverse Effect. As used in this Note, “Material
        Adverse Effect” means any material adverse effect on the business, properties,
        assets, operations, results of operations, financial condition or prospects
        of
        the Company and its Subsidiaries, if any, taken as a whole, or on the
        transactions contemplated hereby or by the agreements and instruments to
        be
        entered into in connection herewith, or on the authority or ability of the
        Company to perform its obligations under the Note.

       

      Section
        22.4 Authorization;
        Enforcement; Compliance with Other Instruments. (i) The Company has the
        requisite corporate power and authority to enter into and perform its
        obligations under this Note, and to issue this Note and Incentive Shares
        in
        accordance with the terms hereof and thereof, (ii) the execution and delivery
        of
        this Note by the Company and the consummation by it of the transactions
        contemplated hereby and thereby, including without limitation the reservation
        for issuance and the issuance of the Incentive Shares pursuant to this Note,
        have been duly and validly authorized by the Company’s Board of Directors and no
        further consent or authorization is required by the Company, its Board of
        Directors, or its shareholders, (iii) this Note has been duly and validly
        executed and delivered by the Company, and (iv) the Note constitutes the
        valid
        and binding obligations of the Company enforceable against the Company in
        accordance with their terms, except as such enforceability may be limited
        by
        general principles of equity or applicable bankruptcy, insolvency,
        reorganization, moratorium, liquidation or similar laws relating to, or
        affecting generally, the enforcement of creditors’ rights and
        remedies.

       

      Section
        22.5 The
        execution and delivery of this Note shall not alter the prior written agreements
        between the Company and the Holder, consisting of the Transaction Documents,
        associated with Debenture Number February 2006 101. This Note is the FINAL
        AGREEMENT between the Company and the Holder with respect to the terms and
        conditions set forth herein, and, the terms of this Note may not be contradicted
        by evidence of prior, contemporaneous, or subsequent oral agreements of the
        Parties. The execution and delivery of this Note is done in conjunction with
        the
        previously executed Security Agreement, as defined in Article 21.

       

      Section
        22.6 There
        are
        no disagreements of any kind presently existing, or reasonably anticipated
        by
        the Company to arise, between the Company and the accountants, auditors and
        lawyers formerly or presently used by the Company, including but not limited
        to
        disputes or conflicts over payment owed to such accountants, auditors or
        lawyers.

       

      Section
        22.7 All
        representations made by or relating to the Company of a historical nature
        and
        all undertakings described herein shall relate and refer to the Company,
        its
        predecessors, and the Subsidiaries.

       

      Section
        22.8 The
        only
        officer, director, employee and consultant stock option or stock incentive
        plan
        currently in effect or contemplated by the Company has been submitted to
        the
        Holder or is described or within past filings with the United States Securities
        and Exchange Commission. The Company aggress not to initiate or institute
        any
        new stock option plan or stock incentive plan without the prior written consent
        of the Holder.

       

      Section
        22.9 The
        Company acknowledges that its failure to timely meet any of its obligations
        hereunder, including, but without limitation, its obligations to make Payments,
        deliver shares and, as necessary, to register and maintain sufficient number
        of
        Shares, will cause the Holder to suffer irreparable harm and that the actual
        damage to the Holder will be difficult to ascertain. Accordingly, the parties
        agree that it is appropriate to include in this Note a provision for liquidated
        damages. The parties acknowledge and agree that the liquidated damages provision
        set forth in this section represents the parties’ good faith effort to quantify
        such damages and, as such, agree that the form and amount of such liquidated
        damages are reasonable and do not constitute a penalty. The payment of
        liquidated damages shall not relieve the Company from its obligations to
        deliver
        the Common Stock pursuant to the terms of this Note.

       

      Section
        22.10 In
        the
        event that any rules, regulations, oral or written interpretations or Comments
        (as defined in the Debenture Registration Rights Agreement between the Holder
        and the Company dated February 10, 2006) from the SEC, NASD, NYSE, NASDAQ
        or
        other governing or regulatory body, prohibit or hinder any operation of this
        Agreement or the Equity Line, the Parties hereby agree that those specific
        terms
        and conditions shall be negotiated in good faith on similar terms within
        five (5) business days, and shall not alter, diminish or affect any other
        rights, duties, obligations or covenants in this Note and that all terms
        and conditions will remain in full force and effect except as is necessary
        to
        make those specific terms and conditions comply with applicable rule,
        regulation, interpretation or Comment. Failure for the Company to agree to
        on
        such new terms as necessary to achieve the intent of the original documents,
        shall constitute and Event of Default as outlined in Article 4 in this Note
        and
        may elect to take actions as outlined in the Note.

       

      


      *.*.*

      


      [BALANCE
        OF PAGE LEFT BLANK INTENTIONALLY]


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Any
        misrepresentations shall be considered a breach of contract and an Event
        of
        Default under this Agreement and the Holder may seek to take actions as
        described under Article 4 of this Agreement. 

      


      IN
        WITNESS WHEREOF, the Company has duly executed this Note as of the date first
        written above.

       

      EAGLE
        BROADBAND, INC.

       

      


      By: /s/
        David Micek   

      Name: David
        Micek

      Title: Chief
        Executive Officer

      


      


      By: /s/
        Jeffrey Adams   

      Name: Jeffrey
        Adams

      Title: General
        Counsel

      


      DUTCHESS
        PRIVATE EQUITIES FUND, L.P.

      DUTCHESS
        PRIVATE EQUITIES FUND, II, L.P.

      BY
        ITS
        GENERAL PARTNER DUTCHESS 

      CAPITAL
        MANAGEMENT, LLC 

      


      


      By: /s/
        Douglas H. Leighton  

      Name: Douglas
        H. Leighton

      Title: A
        Managing Member