Exhibit 10.20


    ____________________

    


    Eagle
      Broadband Inc.

    ____________________

     

    This
      offering consists of $822,500 of the Company’s 5 Year Convertible

    Debentures
      convertible into the

    Company’s
      Common Stock.

    ____________________

     

    SUBSCRIPTION
      AGREEMENT

    ___________________

    


    



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SUBSCRIPTION
      PROCEDURES

    


    


    Convertible
      Debentures of Eagle
      Broadband Inc. (the
      “Company”) are being offered (the “Debentures”). This offering is being made in
      accordance with the exemptions from registration provided for under Section
      4(2)
      of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506 of
      Regulation D promulgated under the 1933 Act. 

    


    In
      order
      to purchase Debentures, each subscriber must complete and execute a
      questionnaire (the “Questionnaire”) and a subscription agreement (the
“Subscription Agreement”). In addition, the Holder, as defined herein, must make
      a payment for the amount being purchased directly to the Company. All
      subscriptions are subject to acceptance by the Company, which shall not occur
      until the Company has returned the signed Company Signature Page. 

    


    The
      Questionnaire is designed to enable the Holder to demonstrate the minimum legal
      requirements under federal and state securities laws to purchase the Debentures.
      The Signature Page for the Questionnaire and the Subscription Agreement contain
      representations relating to the subscription and should be reviewed carefully
      by
      each subscriber.

    


    If
      you
      are a foreign person or foreign entity, you may be subject to a withholding
      tax
      equal to thirty percent (30%) of any dividends paid by the Company. In order
      to
      eliminate or reduce such withholding tax you must submit a properly executed
      I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively
      Connected with the Conduct of a Trade or Business in the United States) or
      I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming
      exemption from withholding or eligibility for treaty benefits in the form of
      a
      lower rate of withholding tax on interest or dividends.

    


    Payment
      of the full subscription amount will be made by wire transfer by Dutchess
      Private Equities Fund, LP (the “Holder”) on or prior to the closing per the wire
      instructions that will be established. In the event of a termination of the
      offering or the rejection of a subscription, subscription funds will be returned
      by the Company without interest or charges. 

    



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
      IN
      RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE
      SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
      REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED
      OR
      DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
      AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
      THE
      MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
      ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

    


    


    SUBSCRIPTION
      AGREEMENT

    


    


    To: Eagle
      Broadband Inc.

    


    This
      Subscription Agreement is made between Eagle
      Broadband Inc.,
      a Texas
      corporation (the “Company”), and the undersigned prospective Holder (the
“Holder”) who is subscribing hereby for the Company’s convertible debentures
      (the “Debentures”) on February 10, 2006. This subscription is submitted to you
      in accordance with and subject to the terms and conditions described in this
      Subscription Agreement, together with any Exhibits thereto, relating to an
      offering (the “Offering”) of Eight Hundred and Twenty-two Thousand Five Hundred
      dollars ($822,500) of Debentures. The Offering is limited to accredited
      Investors and is made in accordance with the exemptions from registration
      provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation
      D
      promulgated under the 1933 Act (“Regulation D”).

    


    Contemporaneously
      with the execution and delivery of this Agreement, the parties hereto are
      executing and delivering a Debenture Registration Rights Agreement, the
      Debenture Agreement, Security Agreement and Warrant Agreement (collectively,
      the
      "Transaction Documents").

    



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1. SUBSCRIPTION.

    


    (a) The
      closing shall be deemed to have occurred on the date in the preamble of this
      document (the “Closing Date” or a “Closing”). The Company shall pay twelve
      percent (12%) annual coupon on the unpaid principal amount of this Debenture
      (the “Debenture”) at such times and in such amounts as outlined in the Debenture
      Agreement. 

    


    (b) Upon
      receipt by the Company of the requisite payment for the Debentures being
      purchased, the Debentures so purchased will be forwarded by the Company to
      the
      Holder or its broker, as listed on the signature page, and the name of such
      Holder will be registered on the Debenture transfer books of the Company as
      the
      record owner of such Debentures. 

    


    (c) As
      long
      as the Holder owns the Debenture, the Holder shall have the right to change
      the
      terms for the balance of the Debenture it then holds, to match the terms of
      any
      other offering of securities made by the Company.

    


    (d) The
      Holder shall fund four hundred and forty-seven thousand five hundred dollars
      ($447,500) upon the initial closing and an additional three hundred and
      seventy-five thousand dollars ($375,000) simultaneously on the date the
      registration statement covering this Offering is filed with the United States
      Securities and Exchange Commission ("SEC").

    


    (e) The
      Holder will be granted a security interest in all the assets currently owned
      or
      hereinafter acquired (except for the Exclusions, as defined in the Security
      Agreement), including ownership of Subsidiaries as defined in Schedule 3(a)
      of
      this Agreement, and the assets of the Subsidiaries to be memorialized in the
      Security and Pledge Agreement between the Company and the Holder of this
      date.

    


    2. REPRESENTATIONS
      AND WARRANTIES OF THE HOLDER.

     

    The
      Holder hereby represents and warrants to, and agrees with, the Company as
      follows:

     

    


    (a) The
      Holder has been furnished with, and has carefully read the applicable form
      of
      Debenture Registration Rights Agreement, and the Debenture and
      is
      familiar with and understands the terms of the Offering. With respect to tax
      and
      other economic considerations involved in his investment, the Holder is not
      relying on the Company. The Holder has carefully considered and has, to the
      extent the Holder believes such discussion necessary, discussed with the Holder
      's professional legal, tax, accounting and financial advisors the suitability
      of
      an investment in the Company, by purchasing the Debentures, for the Holder
      's
      particular tax and financial situation and has determined that the investment
      being made by the Holder is a suitable investment for the Holder.

    


    (b) The
      Holder acknowledges that all documents, records, and books pertaining to this
      investment which the Holder has requested, have been made available for
      inspection, or the Holder has had access thereto.

    


    (c) The
      Holder has had a reasonable opportunity to ask questions of and receive answers
      from a person or persons acting on behalf of the Company concerning the
      Offering, and if such opportunity was taken, then all such questions have been
      answered to the full satisfaction of the Holder.

    


    (d) The
      Holder will not sell, or otherwise dispose of the Debentures or the Common
      Stock
      issued upon conversion of the Debentures without registration under the 1933
      Act
      or applicable state securities laws or compliance with an exemption therefrom
      including but not limited to: Rule 144A, 144(k), as promulgated under the
      Securities Act of 1933 (herein after referred to as an "Exemption"). The
      Debentures have not been registered under the 1933 Act or under the securities
      laws of any state. Resales of the Common Stock underlying the Debentures or
      issued in payment of accrued interest on the Debentures are to be registered
      by
      the Company pursuant to the terms of the Debenture Registration Rights Agreement
      incorporated herein and made a part hereof. 

    


    (e) The
      Holder recognizes that an investment in the Debentures involves substantial
      risks, including loss of the entire amount of such investment. Further, the
      Holder has carefully read and considered the schedules attached
      hereto.

    


    (f)
       The
      Holder acknowledges that each certificate representing the Debentures (and
      the
      shares of Common Stock issued upon conversion of the Debentures, unless
      registered or with an Exemption) or in payment of interest on the Debentures
      shall be stamped or otherwise imprinted with a legend substantially in the
      following form:

    


    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD,
      TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT
      (OR
      ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES),
      OR
      (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH
      ACT.

    


    If
      the
      Holder sends a Notice of Conversion (See Exhibit A attached hereto), and
      provided a registration statement under the Securities Act of 1933 is in effect
      as to the sale, then in such event the Company shall have its transfer agent
      send Holder the appropriate number of shares of Common Stock without restrictive
      legends (other than a legend referring to the resale registration and prospectus
      delivery requirements) and not subject to stop transfer instructions.


    


    (g) If
      this
      Subscription Agreement is executed and delivered on behalf of a corporation
      or
      legal entity other than a natural person: (i) such corporation or other entity
      has the full legal right and power and all authority and approval required
      (a)
      to execute and deliver, or authorize execution and delivery of this Subscription
      Agreement and all other Transaction Documents executed and delivered by or
      on
      behalf of such corporation in connection with the purchase of the Debentures,
      and (b) to purchase and hold the Debentures; and (ii) the signature of the
      party
      signing on behalf of such corporation or entity is binding upon such
      corporation. 

    


    (h) The
      Holder is not subscribing for the Debentures as a result of, or pursuant to,
      any
      advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or meeting.

    


    (i) The
      Holder is purchasing the Debentures for its own account for investment, and
      not
      with a view toward the resale or distribution thereof, except pursuant to sales
      registered or exempted from registration under the 1933 Act. The Holder has
      not
      offered or sold any portion of the Debentures being acquired nor does the Holder
      have any present intention of dividing the Debentures with others or of selling,
      distributing or otherwise disposing of any portion of the Debentures either
      currently or after the passage of a fixed or determinable period of time or
      upon
      the occurrence or non-occurrence of any predetermined event or circumstance
      in
      violation of the 1933 Act provided, however, that by making the representations
      herein, Holder does not agree to hold any of the Debentures for any minimum
      or
      other specific term and reserves the right to dispose of the Debentures at
      any
      time in accordance with or pursuant to a registration statement or an exemption
      under the 1933 Act. Holder is neither an underwriter of, nor a dealer in, the
      Debentures or the Common Stock issuable upon conversion thereof or upon the
      payment of interest thereon and is not participating in the distribution or
      resale of the Debentures or the Common Stock issuable upon conversion or
      exercise thereof. 

    


    (j) The
      Holder or the Holder's representatives, as the case may be, has such knowledge
      and experience in financial, tax and business matters so as to enable the Holder
      to utilize the information made available to the Holder in connection with
      the
      Offering to evaluate the merits and risks of an investment in the Debentures
      and
      to make an informed investment decision with respect thereto. 

    


    3. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

    


    Except
      as
      set forth in the Schedules attached hereto, the Company represents and warrants
      to the Holder that:

    


    a. Organization
      and Qualification.
      The
      Company and its “SUBSIDIARIES” (which for purposes of this Subscription
      Agreement means any entity in which the Company, directly or indirectly, owns
      capital stock or holds an equity or similar interest) (a complete list of which
      is set forth in Schedule 3(a)) 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 Subscription
      Agreement, “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 Transaction
      Documents.

    


    b.
       Authorization;
      Enforcement; Compliance with Other Instruments.
      (i) The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under the Transaction Documents, and to issue the
      Debentures in accordance with the terms hereof and thereof, (ii) the execution
      and delivery of the Transaction Documents 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 Debentures
      pursuant to this Subscription Agreement, 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)
      the
      Transaction Documents have been duly and validly executed and delivered by
      the
      Company, and (iv) the Transaction Documents constitute 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.

    


    c.
       Capitalization.
      As of
      the date hereof, the authorized capital stock of the Company consists of
      350,000,000 shares of Common Stock, of which as of the date hereof, 303,086,275
      shares are issued and outstanding. All of such outstanding shares have been,
      or
      upon issuance will be, validly issued and are fully paid for and nonassessable.
      Except as disclosed in the SEC Documents (as defined in Section 3(f) below)
      or
      Schedule 3(c) which is attached hereto and made a part hereof (i) no shares
      of
      the Company's capital stock are subject to preemptive rights or any other
      similar rights or any liens or encumbrances suffered or permitted by the
      Company, (ii) there are no outstanding debt securities, (iii) there are no
      outstanding shares of capital stock, options, warrants, scrip, rights to
      subscribe to, calls or commitments of any character whatsoever relating to,
      or
      securities or rights convertible into, any shares of capital stock of the
      Company or any of its Subsidiaries, or contracts, commitments, understandings
      or
      arrangements by which the Company or any of its Subsidiaries is or may become
      bound to issue additional shares of capital stock of the Company or any of
      its
      Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities or rights
      convertible into, any shares of capital stock of the Company or any of its
      Subsidiaries, (iv) there are no agreements or arrangements under which the
      Company or any of its Subsidiaries is obligated to register the sale of any
      of
      their securities under the 1933 Act (except the as otherwise set forth in the
      Transaction Documents), (v) there are no outstanding securities of the Company
      or any of its Subsidiaries which contain any redemption or similar provisions,
      and there are no contracts, commitments, understandings or arrangements by
      which
      the Company or any of its Subsidiaries is or may become bound to redeem a
      security of the Company or any of its Subsidiaries, (vi) there are no securities
      or instruments containing anti-dilution or similar provisions that will be
      triggered by the issuance of the Securities as described in this Subscription
      Agreement, (vii) the Company does not have any stock appreciation rights or
      "phantom stock" plans or agreements or any similar plan or agreement and (viii)
      there is no dispute as to the class of any shares of the Company's capital
      stock. The Company has furnished to the Holder, or the Holder has had access
      through EDGAR to, true and correct copies of the Company's Articles of
      Incorporation, as in effect on the date hereof (the “ARTICLES OF
      INCORPORATION”), and the Company's By-laws, as in effect on the date hereof (the
“BY-LAWS”).

    


    d. Issuance
      of Debentures.
      A
      sufficient number of Debentures issuable pursuant to this Subscription
      Agreement, but not more than 4.99% of the shares of Common Stock outstanding
      as
      of the date hereof, has been duly authorized and reserved for issuance pursuant
      to this Subscription Agreement. Upon issuance in accordance with this
      Subscription Agreement, the Debentures will be validly issued, fully paid for
      and nonassessable and free from all taxes, liens and charges with respect to
      the
      issue thereof. In the event the Company cannot register a sufficient number
      of
      shares of Common Stock, due to the remaining number of authorized shares of
      Common Stock being insufficient, the Company will use its best efforts to
      register the maximum number of shares it can based on the remaining balance
      of
      authorized shares and will use its best efforts to increase the number of its
      authorized shares as soon as reasonably practicable.

    


    e.
       No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents 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 or (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 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. Except as disclosed in the SEC Documents,
      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. 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. Except as specifically contemplated by this Subscription
      Agreement and as required under the 1933 Act, the Company is not required to
      obtain any consent, authorization, permit or order of (except the listing
      approval of the Principal Market), 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, the Transaction Documents 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 (except the listing approval
      and
      registration statement). 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 on each of the Closing
      Dates and is not aware of any facts which would reasonably lead to delisting
      of
      the Common Stock by the Principal Market in the foreseeable future.

    


    f.
       SEC
      Documents; Financial Statements.
      The
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by it with the Securities and Exchange Commission (“SEC”)
      pursuant to the reporting requirements of the Securities and Exchange Act of
      1934 (“1934 Act”) (all of the foregoing filed since the date hereof and all
      exhibits included therein and financial statements and schedules thereto and
      documents incorporated by reference therein being hereinafter referred to as
      the
      "SEC DOCUMENTS"). The Company has delivered to the Holder or its
      representatives, or they have had access through EDGAR, to true and complete
      copies of the SEC Documents. As of their respective dates, the SEC Documents
      complied in all material respects with the requirements of the 1934 Act and
      the
      rules and regulations of the SEC promulgated thereunder applicable to the SEC
      Documents, and none of the SEC Documents, at the time they were filed with
      the
      SEC, contained any untrue statement of a material fact or omitted to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, and are
      not
      misleading. As of their respective dates, the financial statements of the
      Company included in the SEC Documents complied as to form in all material
      respects with applicable accounting requirements and the published rules and
      regulations of the SEC with respect thereto. Such financial statements have
      been
      prepared in accordance with generally accepted accounting principles,
      consistently applied, during the periods involved (except (i) as may be
      otherwise indicated in such financial statements or the notes thereto, or (ii)
      in the case of unaudited interim statements, to the extent they may exclude
      footnotes or may be condensed or summary statements) and fairly present in
      all
      material respects the financial position of the Company as of the dates thereof
      and the results of its operations and cash flows for the periods then ended
      (subject, in the case of unaudited statements, to normal year-end audit
      adjustments). No other written information provided by or on behalf of the
      Company to the Holder which is not included in the SEC Documents, including,
      without limitation, information referred to in Section 3(d) of this Subscription
      Agreement, contains any untrue statement of a material fact or omits to state
      any material fact necessary to make the statements therein, in the light of
      the
      circumstance under which they are or were made, and are not
      misleading.

    


    g.
       Absence
      of Certain Changes.
      Except
      for the Company’s intention to sell its security monitoring business and as set
      forth in the SEC Documents filed at least thirty (30) days prior to the date
      hereof, there has been no change or development in the business, properties,
      assets, operations, financial condition, results of operations or prospects
      of
      the Company or its Subsidiaries which has had or reasonably could have a
      Material Adverse Effect. The Company has not taken any steps, and does not
      currently expect to take any steps, to seek protection pursuant to any
      bankruptcy law nor does the Company or its Subsidiaries have any knowledge
      or
      reason to believe that its creditors intend to initiate involuntary bankruptcy
      proceedings.

    


    h.
       Absence
      of Litigation.
      Except
      as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry
      or investigation before or by any court, public board, government agency,
      self-regulatory organization or body pending or, to the knowledge of the
      executive officers of Company or any of its Subsidiaries, threatened against
      or
      affecting the Company, the Common Stock or any of the Company's Subsidiaries
      or
      any of the Company's or the Company's Subsidiaries' officers or directors in
      their capacities as such, in which an adverse decision could have a Material
      Adverse Effect.

    


    i.
       Acknowledgment
      Regarding the Purchase of Debentures.
      The
      Company acknowledges and agrees that the Holder is acting solely in the capacity
      of an arm's length investor with respect to the Transaction Documents and the
      transactions contemplated hereby and thereby. The Company further acknowledges
      that the Holder is not acting as a financial advisor or fiduciary of the Company
      (or in any similar capacity) with respect to the Transaction Documents and
      the
      transactions contemplated hereby and thereby and any advice given by the Holder
      or any of its respective representatives or agents in connection with the
      Transaction Documents and the transactions contemplated hereby and thereby
      is
      merely incidental to the Holder's purchase of the Debentures. The Company
      further represents to the Holder that the Company's decision to enter into
      the
      Transaction Documents has been based solely on the independent evaluation by
      the
      Company and its representatives.

    


    j. Intentionally
      omitted.

    


    k.
       Employee
      Relations.
      Neither
      the Company nor any of its Subsidiaries is involved in any union labor dispute
      nor, to the knowledge of the Company or any of its Subsidiaries, is any such
      dispute threatened. Neither the Company nor any of its Subsidiaries is a party
      to a collective bargaining agreement, and the Company and its Subsidiaries
      believe that relations with their employees are good. No executive officer
      (as
      defined in Rule 501(f) of the 1933 Act) has notified the Company that such
      officer intends to leave the Company's employ or otherwise terminate such
      officer's employment with the Company.

    


    l.
       Intellectual
      Property Rights.
      All
      patents, patent applications, trademark registrations and applications for
      trademark registration held by the Company are owned free and clear of all
      mortgages, liens, charges or encumbrances whatsoever. No licenses have been
      granted with respect to these items and the Company and its Subsidiaries do
      not
      have any knowledge of any infringement by the Company or its Subsidiaries of
      trademark, trade name rights, patents, patent rights, copyrights, inventions,
      licenses, service names, service marks, service mark registrations, trade secret
      or other similar rights of others, and, except as set forth on Schedule 3(l),
      there is no claim, action or proceeding being made or brought against, or to
      the
      Company's knowledge, being threatened against, the Company or its Subsidiaries
      regarding trademark, trade name, patents, patent rights, invention, copyright,
      license, service names, service marks, service mark registrations, trade secret
      or other infringement; and the Company and its Subsidiaries are unaware of
      any
      facts or circumstances which might give rise to any of the foregoing. The
      Company and its Subsidiaries have taken reasonable security measures to protect
      the secrecy, confidentiality and value of all of their intellectual
      property.

    


    m.
       Environmental
      Laws.
      The
      Company and its Subsidiaries (i) are in compliance with any and all applicable
      foreign, federal, state and local laws and regulations relating to the
      protection of human health and safety, the environment or hazardous or toxic
      substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii)
      have received all permits, licenses or other approvals required of them under
      applicable Environmental Laws to conduct their respective businesses, and (iii)
      are in compliance with all terms and conditions of any such permit, license
      or
      approval where, in each of the three foregoing cases, the failure to so comply
      would have, individually or in the aggregate, a Material Adverse
      Effect.

    


    n.
       Title.
      The
      Company and its Subsidiaries have good and marketable title in fee simple to
      all
      real property and good and marketable title to all personal property owned
      by
      them which is material to the business of the Company and its Subsidiaries,
      in
      each case free and clear of all liens, encumbrances and defects except such
      as
      are described in the SEC Documents or Schedule 3(n) or such as do not materially
      affect the value of such property and do not interfere with the use made and
      proposed to be made of such property by the Company or any of its Subsidiaries.
      Any real property and facilities held under lease by the Company or any of
      its
      Subsidiaries are held by them under valid, subsisting and enforceable leases
      with such exceptions as are not material and do not interfere with the use
      made
      and proposed to be made of such property and buildings by the Company and its
      Subsidiaries.

    


    o.
       Insurance.
      The
      Company and each of its Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      management of the Company believes to be prudent and customary in the businesses
      in which the Company and its Subsidiaries are engaged. Neither the Company
      nor
      any such Subsidiary has been refused any insurance coverage sought or applied
      for and neither the Company nor any such Subsidiary has any reason to believe
      that it will not be able to renew its existing insurance coverage as and when
      such coverage expires or to obtain similar coverage from similar insurers as
      may
      be necessary to continue its business at a cost that would not have a Material
      Adverse Effect.

    


    p.
       Regulatory
      Permits.
      The
      Company and its Subsidiaries have in full force and effect all certificates,
      approvals, authorizations and permits from the appropriate federal, state,
      local
      or foreign regulatory authorities and comparable foreign regulatory agencies,
      necessary to own, lease or operate their respective properties and assets and
      conduct their respective businesses, and neither the Company nor any such
      Subsidiary has received any notice of proceedings relating to the revocation
      or
      modification of any such certificate, approval, authorization or permit, except
      for such certificates, approvals, authorizations or permits which if not
      obtained, or such revocations or modifications which, would not have a Material
      Adverse Effect.

    


    q.
       Internal
      Accounting Controls.
      The
      Company and each of its Subsidiaries maintain a system of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions are
      executed in accordance with management's general or specific authorizations,
      (ii) transactions are recorded as necessary to permit preparation of financial
      statements in conformity with generally accepted accounting principles and
      to
      maintain asset accountability, (iii) access to assets is permitted only in
      accordance with management's general or specific authorization, and (iv) the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

    


    r.
       No
      Materially Adverse Contracts.
      Neither
      the Company nor any of its Subsidiaries is subject to any charter, corporate
      or
      other legal restriction, or any judgment, decree, order, rule or regulation
      which in the judgment of the Company's officers has or is expected in the future
      to have a Material Adverse Effect. Neither the Company nor any of its
      Subsidiaries is a party to any contract or agreement which in the judgment
      of
      the Company's officers has or is expected to have a Material Adverse
      Effect.

    


    s.
       Tax
      Status.
      The
      Company has filed all federal and state income tax returns, as required and
      the
      Company and each of its Subsidiaries has made or filed all United States federal
      and state income and all other tax returns, reports and declarations required
      by
      any jurisdiction to which it is subject. Except as disclosed in the SEC
      Documents, there are no unpaid taxes in any material amount claimed to be due
      by
      the taxing authority of any jurisdiction, and the officers of the Company know
      of no basis for any such claim.

    


    t.
       Certain
      Transactions.
      Except
      as set forth in the SEC Documents filed at least ten days prior to the date
      hereof and except for arm's length transactions pursuant to which the Company
      makes payments in the ordinary course of business upon terms no less favorable
      than the Company could obtain from third parties and other than the grant of
      stock options disclosed in the SEC Documents, none of the officers, directors,
      or employees of the Company is presently a party to any transaction with the
      Company or any of its Subsidiaries (other than for services as employees,
      officers and directors), including any contract, agreement or other arrangement
      providing for the furnishing of services to or by, providing for rental of
      real
      or personal property to or from, or otherwise requiring payments to or from
      any
      officer, director or such employee or, to the knowledge of the Company, any
      corporation, partnership, trust or other entity in which any officer, director,
      or any such employee has a substantial interest or is an officer, director,
      trustee or partner.

    


    u.
       Dilutive
      Effect.
      The
      Company understands and acknowledges that the number of shares of Common Stock
      issuable upon purchases pursuant to this Subscription Agreement will increase
      in
      certain circumstances including, but not necessarily limited to, the
      circumstance wherein the trading price of the Common Stock declines following
      the effective date of the registration statement covering the Common Stock
      underlying the Debentures (the “Effective Date”). The Company’s executive
      officers and directors have studied and fully understand the nature of the
      transactions contemplated by this Subscription Agreement and recognize that
      they
      have a potential dilutive effect. The board of directors of the Company has
      concluded, in its good faith business judgment that such issuance is in the
      best
      interests of the Company. The Company specifically acknowledges that, subject
      to
      such limitations as are expressly set forth in the Transaction Documents, its
      obligation to issue shares of Common Stock upon purchases pursuant to this
      Subscription Agreement is absolute and unconditional regardless of the dilutive
      effect that such issuance may have on the ownership interests of other
      shareholders of the Company.

    


    v. Additional
      Financings.
      The
      Company shall not, directly nor indirectly, without the prior written consent
      of
      the Holder, offer, sell, grant any option to purchase, or otherwise dispose
      of
      (or announce any offer, sale, grant or any option to purchase or other
      disposition) any of its Common Stock or securities convertible into Common
      Stock, or file any registration statement, including those on Form S-8 for
      any
      securities (a "SUBSEQUENT FINANCING"), in either case ending on the earlier
      to
      occur of (i) 360 (three hundred and sixty) days after the effective date of
      the
      registration statement covering resale of the shares of Common Stock underlying
      the Debentures (the “Effective Date”) and (ii) the date on which the full Face
      Amount, accrued interest and penalties, if any, on the Debentures have been
      paid
      ("Lock Up Period"), as set forth in the Debenture Agreement.

    


    After
      May
      2, 2006, the Holder shall permit one (1) issuance and registration of the
      Company’s Common Stock for The Tail Wind Fund, solely for settlement of the
      current lawsuit.

    


    During
      the twelve (12) month period following Closing, or if there is any outstanding
      balance on the Debentures, the Holder shall retain a first right of refusal
      for
      any additional financings. The Company must submit to the Holder a duly
      authorized term sheet of the financing and the Holder may elect, in writing
      within five (5) days, to exercise its right to finance the Company upon the
      same
      terms and conditions, as set forth in the Debenture Agreement. In the event
      the
      Holder does not elect to complete such financing within such period, the Company
      may proceed with the proposed third-party financing on the same terms and
      conditions as contained in the notice to Holder. 

    


    If
      at any
      time while the Debenture or Warrants are outstanding, if the Company issues
      or
      agrees to issue any Common Stock or securities convertible into or exercisable
      for shares of Common Stock (or modify any of the foregoing which may be
      outstanding prior to the execution of this Agreement) to any person or entity
      at
      a price per share or conversion or exercise price per share less than the Fixed
      Conversion Price, or if less than the Warrant exercise price in respect of
      the
      Warrant Shares, with or without the consent of the Holder, the Fixed Conversion
      Price and Warrant Exercise Price shall automatically be reduced to a price
      twenty percent (20%) lower than the price of the new issuance. Additionally,
      if
      the Company shall, issue or agree to issue any of the aforementioned services
      to
      any person, firm or corporation at terms deemed by the Holder to be more
      favorable to the other person or entity than the terms or conditions of this
      Offering, then the Holder is granted the right, at its election, to modify
      any
      term of this Offering to match any more favorable term provided by the Company
      to such person or entity. The rights of the Holder in this Section (v) are
      in
      addition to any other right the Holder has pursuant to this Subscription
      Agreement and the Transaction Documents.

    


    In
      the
      event the exercise of the rights described in the preceding paragraph
would
      result in the issuance of an amount of Common Stock of the Company that would
      exceed the maximum amount that may be issued to the Holder calculated in the
      manner described in Section 3 (d) of this Agreement, then the issuance of such
      additional shares of Common Stock of the Company to such Subscriber will be
      deferred in whole or in part until such time as such Subscriber is able to
      beneficially own such Common Stock without exceeding the maximum amount set
      forth calculated in the manner described in Section 3 (d) of this Agreement.
      The
      determination of when such common stock may be issued shall be made by each
      Holder.

    


    w. Sarbanes-Oxley
      Compliance. The
      Company hereby acknowledges that they are current with the requirement of
      Sarbanes-Oxley Act of 2002 (“Sarbox”), and will remain compliant with Sarbox and
      its rules and regulations for reporting requirements in the time frame required
      by Sarbox, and any updates to deadlines imposed by Sarbox.

    


    x. Code
      of Ethics.
      The
      Company has adopted a Code of Ethics and has filed the Code with the
      SEC.

    


    y. No
      Disagreements with Accountants, Auditors and Lawyers.
      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 employed by the Company, including but not limited
      to disputes or conflicts over payment owed to such accountants, auditors or
      lawyers.

    


    z. Investment
      Company.
      Neither
      the Company nor any Affiliate is an "investment company" within the meaning
      of
      the Investment Company Act of 1940.

    


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

    


    bb. Option
      Plan Restrictions.
      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 in past filings with the SEC. No other plan will
      be
      adopted nor may any options or equity not included in such plan be issued until
      after the Debenture is paid in full.

    


    4. COVENANTS
      OF THE COMPANY

    


    a.
       Best
      Efforts.
      The
      Company shall use its best efforts timely to satisfy each of the conditions
      to
      be satisfied by it as provided in this Subscription Agreement.

     

    b.
       Blue
      Sky.
      The
      Company shall, at its sole cost and expense, make all filings and reports
      relating to the offer and sale of the Debentures and the Common Stock underlying
      the Debentures as required under the applicable securities or “Blue Sky” laws of
      such states of the United States as specified by the Holder or as required
      by
      law.

    


    c.
       Reporting
      Status.
      Until
      the earlier of (i) the date that the Holder may sell all of the Common Stock
      underlying the Debentures acquired pursuant to this Subscription Agreement
      without restriction pursuant to Rule 144(k) promulgated under the 1933 Act
      (or
      successor thereto), or (ii) the date on which the Holder shall have sold all
      the
      Common Stock underlying the Debentures, the Company shall file all reports
      required to be filed with the SEC pursuant to the 1934 Act, and the Company
      shall not terminate its status as a reporting company under the 1934
      Act.

    


    d. Use
      of
      Proceeds.
      The
      Company shall use the entire proceeds from this Debenture exclusively to further
      the growth and interest of the Company. Any other use of the funds contemplated
      herein, shall be considered a breach of contract and an event of
      Default.

    


    e. Conditions
      to Closing.
      The
      Company shall sign and be in compliance with the Transaction Documents with
      the
      Holder. 

    


    f.
       Financial
      Information.
      The
      Company agrees to make available to the Holder via EDGAR or other electronic
      means the following: (i) within five (5) business days after the filing thereof
      with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports
      on Form 10-Q, any Current Reports on Form 8-K and any Registration Statements
      or
      amendments filed pursuant to the 1933 Act; (ii) on the same day as the release
      thereof, facsimile copies of all press releases issued by the Company or any
      of
      its Subsidiaries, (iii) copies of any notices and other information made
      available or given to the shareholders of the Company generally,
      contemporaneously with the making available or giving thereof to the
      shareholders and (iv) within two (2) calendar days of filing or delivery
      thereof, copies of all documents filed with, and all correspondence sent to,
      the
      Principal Market, any securities exchange or market, or the National Association
      of Securities Dealers, Inc. 

    


    g. Reservation
      of Common Stock.
      Subject
      to the following sentence, the Company shall take all action necessary to at
      all
      times have authorized, and reserved for the purpose of issuance, a sufficient
      number of shares of Common Stock to provide for the issuance of the Common
      Stock
      underlying the Debentures. In the event that the Company determines that it
      does
      not have a sufficient number of authorized shares of Common Stock to reserve
      and
      keep available for issuance, the Company shall use its best efforts to increase
      the number of authorized shares of Common Stock by seeking shareholder approval
      for the authorization of such additional shares. The Holder shall have the
      right
      to reasonably determine the amount of shares to be re-registered such as are
      necessary to satisfy the terms of the Agreement. 

    


    h.
       Listing.
      The
      Company shall promptly secure the listing of all of the Common Stock underlying
      the Debentures upon the Principal Market and each other national securities
      exchange and automated quotation system, if any, upon which shares of Common
      Stock are then listed (subject to official notice of issuance) and shall
      maintain, such listing. The Company shall maintain the Common Stock's
      authorization for quotation on the Principal Market, unless the Holder and
      the
      Company agree otherwise. Neither the Company nor any of its Subsidiaries shall
      take any action which would be reasonably expected to result in the delisting
      or
      suspension of the Common Stock on the Principal Market (excluding suspensions
      of
      not more than one trading day resulting from business announcements by the
      Company). The Company shall promptly provide to the Holder copies of any notices
      it receives from the Principal Market regarding the continued eligibility of
      the
      Common Stock for listing on such automated quotation system or securities
      exchange. The Company shall pay all fees and expenses in connection with
      satisfying its obligations under this Section.

     

    i. Transactions
      With Affiliates.
      During
      the Lock-Up Period, set forth in Section 3 (v), the Company shall not, and
      shall
      cause each of its Subsidiaries not to, 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; except
      for (i) customary employment arrangements and benefit programs on reasonable
      terms (including changes currently under discussion with the Company's Board
      of
      Directors concerning the compensation, to be payable in stock, of the Chairman
      of the Board), (ii) any agreement, transaction, commitment or arrangement on
      an
      arms-length basis on terms no less favorable than terms which would have been
      obtainable from a person other than such Related Party, or (iii) any agreement,
      transaction, commitment or arrangement which is approved by a majority of the
      disinterested directors of the Company. For purposes hereof, any director who
      is
      also an officer of the Company or any Subsidiary of the Company shall not be
      a
      disinterested director with respect to any such agreement, transaction,
      commitment or arrangement. “AFFILIATE” for purposes hereof means, with respect
      to any person or entity, another person or entity that, directly or indirectly,
      (i) has a five percent (5%) or more equity interest in that person or entity,
      (ii) has five percent (5%) or more common ownership with that person or entity,
      (iii) controls that person or entity, or (iv) shares common control with that
      person or entity. “CONTROL” or "CONTROLS" for purposes hereof means that a
      person or entity has the power, direct or indirect, to conduct or govern the
      policies of another person or entity.

    


    j.
       Corporate
      Existence.
      The
      Company shall use its commercially reasonable best efforts to preserve and
      continue the corporate existence of the Company.

    


    k. Notice
      of Certain Events Affecting Registration.
      The
      Company shall promptly notify Holder upon the occurrence of any of the following
      events in respect of a registration statement or related prospectus covering
      the
      Common Stock underlying the Debentures: (i) receipt of any request for
      additional information by the SEC or any other federal or state governmental
      authority during the period of effectiveness of the registration statement
      for
      amendments or supplements to the registration statement or related prospectus;
      (ii) the issuance by the SEC or any other federal or state governmental
      authority of any stop order suspending the effectiveness of any registration
      statement or the initiation of any proceedings for that purpose; (iii) receipt
      of any notification with respect to the suspension of the qualification or
      exemption from qualification of any of the Common Stock underlying the
      Debentures for sale in any jurisdiction or the initiation or threatening of
      any
      proceeding for such purpose; (iv) the happening of any event that makes any
      statement made in such registration statement or related prospectus or any
      document incorporated or deemed to be incorporated therein by reference untrue
      in any material respect or that requires the making of any changes in the
      registration statement, related prospectus or documents so that, in the case
      of
      a registration statement, it will not contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading, and that in the case
      of
      the related prospectus, it will not contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading; and (v) the Company's reasonable
      determination that a post-effective amendment to the registration statement
      would be appropriate, and the Company shall promptly make available to the
      Holder any such supplement or amendment to the related prospectus. 

    


    l. Indemnification.
      In
      consideration of the Holder’s execution and delivery of this Agreement and the
      Debenture Registration Rights Agreement and acquiring the Debentures hereunder
      and in addition to all of the Company's other obligations under the Transaction
      Documents, the Company shall defend, protect, indemnify and hold harmless the
      Holder and all of its shareholders, officers, directors, employees 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
      "Indemnitees") 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
      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 Transaction Documents 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 Transaction Documents
      or
      any other certificate, instrument or document contemplated hereby or thereby,
      (iii) any cause of action, suit or claim brought or made against such Indemnitee
      by a third party and arising out of or resulting from the execution, delivery,
      performance or enforcement of the Transaction Documents or any other
      certificate, instrument or document contemplated hereby or thereby, (iv) any
      transaction financed or to be financed in whole or in part, directly or
      indirectly, with the proceeds of the issuance of the Debentures, (v) the status
      of the Holder as an investor in the Company, except, in the case of any of
      such
      clauses, insofar as any such Indemnified Liability was attributable to gross
      negligence, willful misconduct or any illegal activity on the part of Holder
      and, in the case of clause, (v) only, insofar as any such Indemnified Liability
      was attributable to an untrue statement, alleged untrue statement, omission
      or
      alleged omission made in reliance upon and in conformity with written
      information furnished to the Company by the Holder which is specifically
      intended by the Holder for use in the preparation of any Registration Statement,
      preliminary prospectus or prospectus. 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 which 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 to which
      the
      Holder may be subject. Notwithstanding the foregoing, the Company shall have
      no
      indemnification responsibility in the event Holder fails to timely notify the
      Company of a claim or potential claim for which indemnification is sought,
      but
      only to the extent the Company is prejudiced thereby. The Company shall have
      the
      right to control the defense of any such claim and the Holder shall not consent
      to any settlement of any such claim without the prior written consent of the
      Company (which shall not be unreasonably withheld or delayed). The Holder shall
      provide indemnification comparable in scope and coverage to the Company and
      corresponding related persons in respect of any Indemnified Liability if and
      to
      the extent attributable to gross negligence, willful misconduct or any illegal
      activity on the part of Holder, and shall be obligated to reimburse the Company
      and such persons to the same extent as the Company’s reimbursement obligations
      under Section 4(m) below. 

    


    m. Reimbursement.
      If (i)
      the Holder, other than by reason of its gross negligence or willful misconduct,
      becomes involved in any capacity in any action, proceeding or investigation
      brought by any shareholder of the Company, in connection with or as a result
      of
      the consummation of the transactions contemplated by the Transaction Documents,
      or if the Holder is impleaded in any such action, proceeding or investigation
      by
      any person, or (ii) the Holder, other than by reason of its gross negligence
      or
      willful misconduct or by reason of its trading of the Common Stock in a manner
      that is illegal under the federal securities laws, becomes involved in any
      capacity in any action, proceeding or investigation brought by the SEC against
      or involving the Company or in connection with or as a result of the
      consummation of the transactions contemplated by the Transaction Documents,
      or
      if the Holder is impleaded in any such action, proceeding or investigation
      by
      any person, then in any such case, the Company will reimburse the Holder for
      its
      reasonable legal and other expenses (including the cost of any investigation
      and
      preparation) incurred in connection therewith, as such expenses are incurred.
      In
      addition, other than with respect to any matter in which the Holder is a named
      party, the Company will pay to Holder the charges, as mutually
      agreed by
      the
      Holder and the Company, for the time of any officers or employees of the Holder
      devoted to appearing and preparing to appear as witnesses, assisting in
      preparation for hearings, trials or pretrial matters, or otherwise with respect
      to inquiries, hearing, trials, and other proceedings relating to the subject
      matter of this Subscription Agreement. The reimbursement obligations of the
      Company under this section shall be in addition to any liability which the
      Company may otherwise have, shall extend upon the same terms and conditions
      to
      any affiliates of Holder that are actually named in such action, proceeding
      or
      investigation, and partners, directors, agents, employees, attorneys,
      accountants, auditors and controlling persons (if any), as the case may be,
      of
      Holder and any such affiliate, and shall be binding upon and inure to the
      benefit of any successors of the Company, Holder and any such affiliate and
      any
      such person.

    


    n.
      Transfer
      Agent.
      The
      Company covenants and agrees that, in the event that the Company's agency
      relationship with the transfer agent should be terminated for any reason prior
      to the Maturity Date (as defined in the Debenture Agreement), the Company shall
      immediately appoint a new transfer agent immediately. 

    


    5. OPINION
      LETTER/BOARD RESOLUTION

    


    Prior
      to
      or on the Closing Date the Company shall deliver to the Holder an opinion letter
      signed by counsel for the Company in the form attached hereto as Exhibit D.
      

    


    If
      so
      requested by the Holder, the Company shall instruct counsel to write a 144
      opinion letter provided the necessary paperwork has been submitted and the
      Exemption applies (as defined in the Debenture Agreement). If the Company’s
      counsel fails to provide a Rule 144 opinion letter in a timely manner, then
      the
      Company shall: (a) pay the Investor’s counsel to write said Rule 144 opinion
      letter; and (b) instruct the designated transfer agent to accept and rely upon
      the Rule 144 Opinion letter. Also, prior to or on the Closing Date, the Company
      shall deliver to the Holder a signed Board Resolution authorizing this Offering,
      which shall be attached hereto as Exhibit E.

    


    6. DELIVERY
      INSTRUCTIONS; FEES  

    


    The
      Debentures being purchased hereunder shall be delivered the Holder on the
      Closing Date at which time funds will be wired to the Company and the Debentures
      will be delivered to the Holder, per the Holder’s instructions.

     

    7. UNDERSTANDINGS.

    


    The
      Holder understands, acknowledges and agrees as follows:

    


    a. No
      U.S.
      federal or state agency or any agency of any other jurisdiction has made any
      finding or determination as to the fairness of the terms of the Offering for
      investment nor any recommendation or endorsement of the Debentures or the
      Company.

    


    b. The
      representations, warranties and agreements of the Holder and the Company
      contained herein shall be true and correct in all material respects on and
      as of
      the date of the sale of the Debentures as if made on and as of such date and
      shall survive the execution and delivery of this Subscription Agreement and
      the
      purchase of the Debentures.

    


    c. In
      making
      an investment decision, the Holder is relying on its own examination of the
      Company and the terms of the Offering, including the merits and risks involved.
      The shares have not been recommended by any federal or state securities
      commission or regulatory authority. Furthermore, the foregoing authorities
      have
      not confirmed the accuracy or determined the adequacy of this document. Any
      representation to the contrary is a criminal offense.

    


    d. The
      Offering is intended to be exempt from registration by virtue of Section 4(2)
      of
      the 1933 Act and the provisions of Regulation D thereunder, which is in part
      dependent upon the truth, completeness and accuracy of the statements made
      by
      the undersigned herein and in the Questionnaire.

    


    e. It
      is
      understood that in order not to jeopardize the Offering’s exempt status under
      Section 4(2) of the 1933 Act and Regulation D, the Holder may, at a minimum,
      be
      required to fulfill the investor suitability requirements
      thereunder.

    


    f. The
      shares may not be resold except as permitted under the securities act and
      applicable state securities laws, pursuant to registration or exemption
      therefrom. Holder should be aware that they will be required to bear the
      financial risks of this investment for an indefinite period of
      time.

    


    
      	
              8.

            	
              DISPUTES
                SUBJECT TO ARBITRATION GOVERNED BY MASSACHUSETTS
                LAW.

            


    

    


    a.
       All
      disputes arising under this agreement shall be governed by and interpreted
      in
      accordance with the laws of the Commonwealth of Massachusetts, without regard
      to
      principles of conflict of laws. The parties to this agreement will submit all
      disputes arising under this agreement 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. 

    


    9. MISCELLANEOUS.

    


    a. Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Subscription Agreement must be in writing and
      will
      be deemed to have been delivered (i) upon receipt, 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, in each case properly addressed to the party to
      receive the same. The addresses and facsimile numbers for such communications
      shall be:

    


    If
      to the
      Company:

     

    David
      Micek

    Eagle
      Broadband, Inc. Corp

    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

    (617)
      301-4700

    (617)
      249-0947

    


     

    Each
      party shall provide five (5) business days prior notice to the other party
      of
      any change in address, phone number or facsimile number.

    


    b. All
      pronouns and any variations thereof used herein shall be deemed to refer to
      the
      masculine, feminine, impersonal, singular or plural, as the identity of the
      person or persons may require.

    


    c. Neither
      this Subscription Agreement nor any provision hereof shall be waived, modified,
      changed, discharged, terminated, revoked or canceled, except by an instrument
      in
      writing signed by the party effecting the same against whom any change,
      discharge or termination is sought.

    


    d. Notices
      required or permitted to be given hereunder shall be in writing and shall be
      deemed to be sufficiently given when personally delivered or sent by facsimile
      transmission: (i) if to the Company, at it’s executive offices, or (ii) if to
      the Holder, at the address for correspondence set forth in the Questionnaire,
      or
      at such other address as may have been specified by written notice given in
      accordance with this paragraph.

    


    e. This
      Subscription Agreement shall be enforced, governed and construed in all respects
      in accordance with the laws of the Commonwealth of Massachusetts, as such laws
      are applied by Massachusetts courts to agreements entered into, and to be
      performed in, Massachusetts by and between residents of Massachusetts, and
      shall
      be binding upon the undersigned, the undersigned's heirs, estate and legal
      representatives and shall inure to the benefit of the Company and its
      successors. If any provision of this Subscription Agreement is invalid or
      unenforceable under any applicable statue or rule of law, then such provisions
      shall be deemed inoperative to the extent that it may conflict therewith and
      shall be deemed modified to conform with such statute or rule of law. Any
      provision hereof that may prove invalid or unenforceable under any law shall
      not
      affect the validity or enforceability of any other provision
      hereof.

    


    f. This
      Agreement shall not be assignable.

    


    g. This
      Subscription Agreement, together with Exhibits A, B, C, D and E attached hereto
      and made a part hereof, constitute the entire agreement between the parties
      hereto with respect to the subject matter hereof and may be amended only by
      a
      writing executed by both parties hereto.

    


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

    


    i.
       When
      in
      this Agreement or the Transaction Documents, reference is made to any party,
      such reference shall be deemed to include the successors, assigns, heirs and
      legal representatives of such party. No party hereto may transfer any rights
      under this Agreement or the Transaction Documents, unless the transferee agrees
      to be bound by, and comply with all of the terms and provision of this Agreement
      and the Transaction Documents, as if an original signatory hereto on the date
      hereof.

    


    10.
      Intentionally Omitted.

    


    11.
      WAIVER.

    


    The
      Holder's delay or failure at any time or times hereafter to require strict
      performance by Company of any undertakings, agreements or covenants shall not
      waiver, affect, or diminish any right of the Holder under this Agreement 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 Agreement, and no Event of Default, shall be
      deemed to have been waived by the Holder, nor may this Agreement be amended,
      changed or modified, unless such waiver, amendment, change or modification
      is
      evidenced by an instrument in writing specifying such waiver, amendment, change
      or modification and signed by the Holder. 

    


    12.
      No Oral Agreements

    


    This
      Written Agreement and the accompanying Transaction Documents represent the
      FINAL
      AGREEEMENTS between the Company and the Holders and may not be contradicted
      by
      evidence of prior, contemporaneous, or subsequent oral agreements of the
      parties; there are no unwritten oral agreements among the
      parties.

    


    


    [BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK)

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Eagle
      Broadband Inc.

    


    QUESTIONNAIRE

    


    


    The
      information contained in this Questionnaire is being furnished in order to
      determine whether the undersigned’s subscription to purchase the Debentures
      described in the Subscription Agreement may be accepted.

    


    ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned understands, however, that the Company may present this
      Questionnaire to such parties as it deems appropriate if called upon to
      establish that the proposed offer and sale of the Securities is exempt from
      registration under the 1933 Act, as amended. Further, the undersigned
      understands that the offering is required to be reported to the Securities
      and
      Exchange Commission, and to various state securities and “blue sky”
regulators.

    


    IN
      ADDITION TO SIGNING THE SIGNATURE PAGE, IF REQUESTED BY THE COMPANY, THE
      UNDERSIGNED MUST COMPLETE FORM W-9.

    


    I. PLEASE
      CHECK EACH OF THE STATEMENTS BELOW THAT APPLIES.

    


    1. The
      undersigned: (a) has total assets in excess of $5,000,000; (b) was not formed
      for the specific purpose of acquiring the securities; and (c) has its principal
      place of business in ___________.

     

    2. The
      undersigned is a natural person whose individual net worth* or joint net worth
      with his or her spouse exceeds $1,000,000.

    


    3. The
      undersigned is a natural person who had an individual income* in excess of
      $200,000 in each of the two most recent years and who reasonably expects an
      individual income in excess of $200,000 in the current year. Such income is
      solely that of the undersigned and excludes the income of the undersigned’s
      spouse.

    


    4. The
      undersigned is a natural person who, together with his or her spouse, has had
      a
      joint income* in excess of $300,000 in each of of the two most recent years
      and
      who reasonably expects a joint income in excess of $300,000 in the current
      year.

    


    * For
      purposes of this Questionnaire, the term “net worth” means the excess of total
      assets over total liabilities. In determining “income”, an investor should add
      to his or her adjusted gross income any amounts attributable to tax-exempt
      income received, losses claimed as a limited partner in any limited partnership,
      deductions claimed for depletion, contributions to IRA or Keogh retirement
      plan,
      alimony payments and any amount by which income from long-term capital gains
      has
      been reduced in arriving at adjusted gross income.

    


    


    5. The
      undersigned is:

    


    (a) a
      bank as
      defined in Section 3(a)(2) of the 1933 Act; or

    


    (b) a
      savings
      and loan association or other institution as defined in Section 3(a)(5)(A)
      of
      the 1933 Act whether acting in its individual or fiduciary capacity;
      or

    


    (c) a
      broker
      or dealer registered pursuant to Section 15 of the 1934 Act; or

    


    (d) an
      insurance company as defined in Section 2(13) of the 1933 Act; or

    


    (e) An
      investment company registered under the Investment Company Act of 1940 or a
      business development company as defined in Section 2(a)(48) of the Investment
      Company Act of 1940; or 

    


    (f) a
      small
      business investment company licensed by the U.S. Small Business Administration
      under Section 301 (c) or (d) of the Small Business Investment Act of 1958;
      or

    


    X  6. The
      undersigned is an entity in which all of the equity owners are accredited
      investors.


    
      
        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    II. HOLDER
      INFORMATION.

    


    Name
      of
      Entity ___Dutchess
      Private Equities Fund, , L.P._

    


    Person’s
      Name Douglas
      Leighton
      Title:_Managing
      Member

    


    State
      of
      Organization ____Delaware___________________
      

    


    Principal
      Business Address ___50 Commonwealth Ave__ 

    


    City,
      State, Zip Code ______Boston,
      MA 02116__________
      

    


    Taxpayer
      Identification Number _________________________ 

    


    - Phone
      __617-301-4700________
      Fax ___617-249-0947___
      

    


    Send
      Correspondence to:

    ____________50
      Commonwealth Ave, Suite 2__________ 

    ____________Boston,
      MA 02116____________________ 

    _______________________________________________
      

    


    



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Eagle
      Broadband Inc.

    SIGNATURE
      PAGE

    


    Your
      signature on this Signature Page evidences your agreement to be bound by the
      Questionnaire, Subscription Agreement and Debenture Registration Rights
      Agreement. 

    


    1. The
      undersigned hereby represents that (a) the information contained in the
      Questionnaire is complete and accurate and (b) the undersigned will notify
      the
      Company
      immediately if any material change in any of the information occurs prior to
      the
      acceptance of the undersigned’s subscription and will promptly send the
Company
      written
      confirmation of such change.

    


    2. The
      undersigned signatory hereby certifies that he/she has read and understands
      the
      Subscription Agreement and Questionnaire, and the representations made by the
      undersigned in the Subscription Agreement and Questionnaire are true and
      accurate.

    


     

    


    $822,500    
  February
      10, 2006

    ______________________________  ________________________
      

    Amount
      of
      Debentures being purchased    Date

    


    


    Dutchess
      Private Equities Fund, LP

    


     

    By:
      /s/Douglas H. Leighton 

    (Signature)

    


    Name:
       Douglas
      H. Leighton 

    ----------------------------------------------

    (Please
      Type or Print)

    


    Title:
      Managing Member,

    Dutchess
      Capital Management, LLC;

    General
      Partner to:

    Dutchess
      Private Equities Fund, LP 

    ----------------------------------------------

    (Please
      Type or Print)

    


    


    


    


    COMPANY
      ACCEPTANCE PAGE

    


    


    This
      Subscription Agreement accepted and agreed 

    to
      this
      10th day of February, 2006.

    


    


    By
      Eagle Broadband Inc.
      and duly
      authorized to sign on behalf of the Company:

    


    


    By:
      /s/David Micek      

    Name: David
      Micek

    Title: President
      and Chief Executive Officer

    


    


    


    By:
      /s/Richard Sanger, Jr.      

    Name: Richard
      Sanger, Jr.

    Title: Vice
      President of Administration

    



    
      
        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LIST
      OF
      EXHIBITS

    -----------------

    


    


    EXHIBIT
      A   Notice
      of
      Conversion

    EXHIBIT
      B   Debenture
      Registration Rights Agreement

    EXHIBIT
      C   Debenture
      Agreement

    EXHIBIT
      D   Opinion
      of Company's Counsel

    EXHIBIT
      E   Board
      Resolution

    


    


    


    


    


    LIST
      OF
      SCHEDULES

    -----------------

    


    Schedule
      3(a)  Subsidiaries

    Schedule
      3(c)  Capitalization

    Schedule
      3(n)  Liens

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    NOTICE
      OF CONVERSION

    


    (To
      be
      Executed by the Registered Owner in order to Convert Debenture)

    TO:
      EAGLE
      BROADBAND INC.

    The
      undersigned hereby irrevocably elects, as of ________________, to convert
      $________________ of its convertible debenture (the “Debenture”) into Common
      Stock of Eagle Broadband Inc. (the “Company”) according to the conditions set
      forth in the Debenture issued by the Company.

    


    Date
      of
      Conversion________________________________________________

    


    


    Applicable
      Conversion Price________________________________________

    


    


    Number
      of
      Debentures Issuable upon this Conversion_______________________

    


    


    Name(Print)_
      Dutchess Private Equities Fund, LP_____

    


    Address______________50
      Commonwealth Ave, Boston, MA 02116_________

    


    


    Phone_____617-301-4700_____________
      Fax________617-249-0947___________

    


    


    


    


    


    By:_______________________________________


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D OPINION OF COMPANY'S COUNSEL

    


    


    Holders
      of [Company] [Describe Securities]  _______________,
      2006

    


    


    Re: Eagle
      Broadband Inc.

    Ladies
      and Gentlemen:

    


    As
      counsel to Eagle
      Broadband Inc.
      (the
“Company”), we are familiar with its Articles of Incorporation and Bylaws and
      with the corporate proceedings taken by it in connection with the proposed
      issuance and sale of convertible debentures (the “Securities”) pursuant to the
      related Subscription Agreement (including all Exhibits and Appendices thereto)
      (collectively the “Agreements”).

    


    We
      have
      been furnished with copies, certified or otherwise identified to our
      satisfaction, of the Agreements, and have examined such other documents,
      agreements and records as we deemed necessary to render the opinions set forth
      below.

    


    In
      conducting our examination, we have assumed the following: (i) that each of
      the
      Agreements has been executed by each of the parties thereto in the same form
      as
      the forms which we have examined, (ii) the genuineness of all signatures, the
      legal capacity of natural persons, the authenticity and accuracy of all
      documents submitted to us as originals, and the conformity to originals of
      all
      documents submitted to us as copies, (iii) that each of the Agreements has
      been
      duly and validly authorized, executed and delivered by the party or parties
      thereto other than the Company, and (iv) that each of the Agreements constitutes
      the valid and binding agreement of the party or parties thereto other than
      the
      Company, enforceable against such party or parties in accordance with the
      Agreements’ terms.

    


    Based
      upon the subject to the foregoing, we are of the opinion that:

    


    1. The
      Company has been duly incorporated and is validly existing as a corporation
      in
      good standing under the laws of the State of Nevada, and has all requisite
      corporate power and authority to own its properties and conduct its business
      as
      presently conducted.

    


    2. The
      authorized capital stock of the Company consists of -_______ shares of Common
      Stock, .001 par value per share, (“Common Stock”). 

    


    3. To
      our
      knowledge, (i)the Company’s equity securities are not registered under Section
      12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”) and (ii) the Company is required to file reports with the
      Securities and Exchange Commission pursuant to Section 15(d) of the Exchange
      Act.;

    


    4. When
      duly
      countersigned by the Company’s transfer agent and registrar, and delivered to
      you or upon your order against payment of the agreed consideration therefor
      in
      accordance with the provisions of the Agreements, the Securities [and any Common
      Stock to be issued upon the conversion of the Securities] as described in the
      Agreements represented thereby will be duly authorized and validly issued,
      fully
      paid and nonassessable;

    


    5 The
      Company has the requisite corporate power and authority to enter into the
      Subscription Agreement and to sell and deliver the Securities and the Common
      Stock to be issued upon the conversion of the Securities as described in the
      Agreements; each of the Agreements has been duly and validly authorized by
      all
      necessary corporate action by the Company to our knowledge, no approval of
      any
      governmental or other body is required for the execution and delivery of each
      of
      the Agreements by the Company or the consummation of the transactions
      contemplated thereby; each of the Agreements has been duly and validly executed
      and delivered by and on behalf of the Company, and is a valid and binding
      agreement of the Company, enforceable in accordance with its terms, except
      as
      enforceability may be limited by general equitable principles, public policy,
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
      other laws affecting creditors rights generally, and except as to compliance
      with federal, state, and foreign securities laws, as to which no opinion is
      expressed;

    


    6. Neither
      the execution, delivery and performance of the Subscription Agreement and
      Securities by the Company and the performance of its obligations thereunder
      do
      not and will not constitute a breach or violation of any of the terms and
      provisions of, or constitute a default under or conflict with or violate any
      provision of (i) the Company’s Certificate of Incorporation or By-Laws, (ii) any
      indenture, mortgage, deed of trust, agreement or other instrument to which
      the
      Company is party or by which it or any of its property is bound, (iii) any
      applicable statute or regulation or as other, (iv) or any judgment, decree
      or
      order of any court or governmental body having jurisdiction over the Company
      or
      any of its property.

    


    7. To
      the
      best of our knowledge, there is no pending or threatened litigation,
      investigation or other proceedings against the Company.

    


    8. The
      Company complies with the eligibility requirements for the use of Form SB-2,
      under the Securities Act of 1933, as amended.

    


    This
      opinion is rendered only with regard to the matters set out in the numbered
      paragraphs above. No other opinions are intended nor should they be inferred.
      This opinion is based solely upon the laws of the United States and the State
      of
      New York and the Nevada General Corporation Law and does not include an
      interpretation or statement concerning the laws of any other state or
      jurisdiction. Insofar as the enforceability of the Subscription Agreement and
      Securities may be governed by the laws of other states, we have assumed that
      such laws are identical in all respects to the laws of the State of New
      York.

    


    The
      opinions expressed herein are given to you solely for your use in connection
      with the transaction contemplated by the Subscription Agreement and Securities
      and may not be relied upon by any other person or entity or for any other
      purpose without our prior consent.

    


    Very
      truly yours,

    


    


    


    


    By: _____________________

    


    



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHBIT
      E

     
      RESOLUTIONS OF THE BOARD OF DIRECTORS OF 

    EAGLE
      BROADBAND, INC. 

    EFFECTIVE
      February 10, 2006

    


    The
      undersigned Directors of Eagle Broadband, Inc., Inc. (the "Company") takes
      the
      following actions by consent with a meeting. 

    


    IT
      HAS BEEN RESOLVED: 

    


    The
      officers of the Company are instructed to take all actions necessary to execute,
      deliver, and perform the steps required of the Company in connection with
      registration of shares pursuant to the Debenture Agreement, Warrant Agreement
      and Subscription Agreement of this date. All shares have been fully paid and
      should be issued without restrictive legend, or if the shares have been not
      registered for sale under the Securities Act of 1933, as amended, then the
      certificates shall be marked with proper legend. 

    


    FURTHER,
      IT HAS BEEN RESOLVED: 

    


    That
      each
      member of the Board jointly and individual hereby agree not to issue a stop
      transfer order on any of the shares defined herein, if to Dutchess Private
      Equities Fund, LP. ("Dutchess") 

    


    FURTHER,
      IT HAS BEEN RESOLVED: 

    


    The
      officers do hereby consent to the appointment of Douglas Leighton of Dutchess
      Capital Management, LLC to issue shares pursuant to the shares due to the Holder
      as outlined in the Irrevocable Transfer Agent Agreement solely for the benefit
      of Dutchess. 

    


    FURTHER,
      IT HAS BEEN RESOLVED: 

    


    That
      the
      board has given the requisite authority for the Company to enter into the
      Subscription Agreement, Warrant Agreement, Security Agreement, Debenture
      Agreement, Debenture Registration Rights Agreement, Stock Transfer Agent
      Agreement, Investment Agreement and Equity Line Registration Rights Agreement
      (collectively, the "Transaction Documents") with Dutchess Private Equities
      Fund,
      LP ("Dutchess") dated February 10, 2006 

    


    FURTHER,
      IT HAS BEEN RESOLVED: 

    


    That
      in
      the event counsel for the Company is unable to write an opinion regarding the
      issuance of Shares for any of the Transactions Documents, where required, that
      the Transfer Agent shall accept the opinion of the Holder's counsel, Amy
      Trombly, Esq. 

    


    FURTHER,
      IT HAS BEEN RESOLVED: 

    


    That
      the
      board shall issue up to two hundred and forty-six thousand seven hundred and
      fifty dollars ($246,750) worth of shares of Common Stock pursuant to the Warrant
      Agreement between the Company and Dutchess; and, up to the amount of shares
      registered for resale in the SB-2 filed for Dutchess' underlying Debentures.
      

    


    This
      resolution is signed by the Board, to be effective as of February 10, 2006
      

    


    Date:
      February 10, 2006

    


    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ________________________________
      

    David
      Micek

    Chief
      Excectutive Officer

     

    


    


    _______________________________
      

    Robert
      Bach

    Director

     

    


    ________________________________
      

    H.
      Dean Cubley

    Director

     

    


    


    


    ________________________________
      

    Glenn
      A. Goerke

    Director

     

    


    ________________________________
      

    C.
      J. Reinhartsen

    Director

     

    


    ________________________________
      

    Lorne
      E. Persons

    Director

    


     

    ________________________________
      

    James
      D. Yarbrough

    Director

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


     

    


    SCHEDULE
      3(a)
      SUBSIDIARIES

    


    Name    State
      of
      Incorporation    EIN

    ________                              
       ________________                        
      ________

    


    Atlantic
      Pacific Communications, Inc.  Texas    7606387219

    


    Avery
      Telecom Services,
      L.L.C.                         Texas                                       
      32003915165

    


    Clearworks
      Communications,
      Inc.                   
  Texas                                       
      32001289712

    


    Clearworks
      Home Systems,
      Inc.                       
 Texas                                          7606451247

    


    Clearworks
      Integration Services,
      Inc.               
Texas                                         
      7605145006

    


    Clearworks
      Land Development,
      Inc.                  Texas                                       
      32002033408

    


    Clearworks
      Structured Wiring Services, Inc.    Texas                                         
      7605486475

    


    Clearworks.net,
      Inc.                                           
Delaware                                      7605765423

    


    Contact
      Wireless,
      Inc.                                          Texas                                         4605064527

    


    Eagle
      Home Systems,
      Inc.                                   
Texas                                       
      32007753133

    


    EBI
      Funding
      Corp.                                                
Texas                                           
      201208911

    


    Etoolz,
      Inc.                                                             
Texas                                         
      7429390937

    


    Link-Two
      Communications,
      Inc.                        
Texas                                          
      7605130081

    


    Northpointe
      Telecom Services,
      L.L.C.               Texas    32001445991

    


    Stonegate
      Telecom,
      L.L.C.                                  
Texas                                        32001898132

    


    Teravista
      Telecom Services,
      L.L.C.                   
Texas                                        
      32002199365

    


    UCGI
      Corporation                                                 
Texas                                         3522018970

    


    United
      Computing Group, Inc.   Texas    7605778038


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3(c) CAPITALIZATION

    


    Securities
      or instruments containing anti-dilution or similar provisions that will be
      triggered by the issuance of the Securities as described in this
      Agreement.

    


    
      	·  	
              Common
                Stock Purchase Warrant issued to Crestview Capital Master, L.L.C.,
                dated
                June 1, 2004 for the purchase of 479,715
                shares.

            


    

    


    
      	·  	
              Common
                Stock Purchase Warrant issued to Bristol Investment Fund, Ltd., dated
                June
                1, 2004 for the purchase of 137,061
                shares.

            


    

    


    
      	·  	
              Common
                Stock Purchase Warrant issued to Crescent International Ltd., dated
                June
                1, 2004 for the purchase of 175,000
                shares.

            


    


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3(n)
      LIENS

    


    On
      December 5, 2005, the State of Texas filed a tax lien against Clearworks
      Communications, Inc., a wholly owned subsidiary of the Company, in Galveston
      and
      Harris Counties, Texas, related to a state sales tax assessment.

    


    On
      January 10, 2006, the State of Texas filed a tax lien against D.S.S. Security,
      Inc., a wholly owned subsidiary of the Company, in Harris County, Texas, related
      to a state sales tax assessment.