Exhibit 10.21


    Exhibit 10.21

     

    

      THIS
        AMENDMENT IS DATED MARCH 20, 2006 TO THE ORIGINAL AGREEMENT DATED FEBRUARY
        10,
        2006, BELOW. 

      


      DEBENTURE
        AGREEMENT

      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 OF 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.

      


      FACE
        AMOUNT      
        $822,500

      PRICE                                                                                
         $822,500

      DEBENTURE
        NUMBER                                                  
February
        - 2006-101

      ISSUANCE
        DATE                                                              
February
        10, 2006

      MATURITY
        DATE                                                             
February
        10, 2011

      


      FOR
        VALUE
        RECEIVED, Eagle Broadband, Inc. a Texas corporation (the “Company”), hereby
        promises to pay DUTCHESS PRIVATE EQUITIES FUND, LP (the “Holder”) by February
        10, 2011 (the “Maturity Date”), the principal amount of Eight Hundred and
        Twenty-two Thousand Five Hundred Dollars ($822,500) U.S., and to pay interest
        and redemption on the principal amount hereof, and any accrued penalties,
        in
        such amounts, at such times and on such terms and conditions as are specified
        herein. 

      


      The
        Debenture set forth in this Agreement is subject to automatic conversion
        at the
        end of five (5) years from the date of issuance at which time the Debenture
        outstanding will be automatically converted based upon the formula set forth
        in
        Section 3.2(c). 

      


      Article
        1   Interest

      


      The
        Company shall pay twelve percent (12%) annual coupon on the unpaid Face Amount
        of this Debenture (this “Debenture”) at such times and in such amounts as
        outlined in this section. The Company will make mandatory payments on the
        interest (“Interest Payment”), with the minimum Interest Payments outlined in
        Exhibit B for the first two (2) months, and herein incorporated by reference
        in
        the amount of eight thousand one hundred and fifty-one dollars and twelve
        cents
        ($8,151.12) per month for the first two (2) months following the Issuance
        Date.
        The first Interest Payment is due as outlined below in Article 2.

      


      Any
        monies paid to the Holder in excess of the interest due when paid shall be
        credited toward the Redemption of the Face Amount of the Debenture.


      


      Article
        2  Method
        of Payment

      


      Section
        2.1 Prior
        to
        an Effective Registration Statement with the SEC.

      


      Prior
        to
        the U.S. Securities and Exchange Commission ("SEC") declaring the registration
        statement for the shares underlying the Debenture ("Registration Statement")
        effective ("Effective Date"), the Company will make amortizing payments to
        the
        Holder (a "Payment," or collectively, the "Payments") on a monthly basis
        on the
        first day of each business day of each month while there is an outstanding
        balance on the Debenture, in the following amounts ("Payment Amount" or
        collectively, the "Payment Amounts"):

       

      Payment
        for Month 1 (due March 1,
        2006)           $  
        8,151.12

      Payment
        for Month 2 (due April 1,
        2006)            
$  
        8,151.12

      Payment
        for Month 3 and each month thereafter 
        $90,156.19

      


      Notwithstanding
        any provision to the contrary in this Debenture, the Company may pay in full
        to
        the Holder the Face Amount, or any balance remaining thereon, in readily
        available funds, at any time and from time to time without penalty.


      


      The
        minimum Payments are outlined on Exhibit B, attached hereto and incorporated
        herein by reference.

      


      Section
        2.2 Subsequent
        to the Effective Date

      


      The
        Holder, at its sole option, shall be entitled to either i) request a Payment
        from the Company in the amounts set forth in the table in Section 2.1, above;
        or, ii) the Holder may elect to convert a portion of the Debenture pursuant
        to
        Article 3, below, in an amount equal to or greater than the Payment Amount.
        In
        the event the Holder elects not to convert that portion of the Debenture
        equal
        to the Payment Amount during a calendar month, the Company shall make a Payment
        in cash in an amount equal to the difference between the amount converted
        by the
        Holder and the Payment Amount due for that month. 

      


      Nothing
        contained in this Article 2, shall limit the amount the Holder can elect
        to
        convert during a calendar month except as defined in Section 3.2(i),
        below.

      


      All
        Payments made in under Article 2, shall be applied toward the Redemption
        Amount
        as outlined in Article 14, herein.

      


      Section
        2.3 No Penalty for Prepayment.

      


      The
        Company may make additional payments toward Redemption (“Prepayment”) without
        any penalties. 

      


      Section
        2.4 Accelerated Repayment in the Event of a Subsequent Financing by a Third
        Party.

      


      If,
        at
        any time after the Issuance Date, the Company receives financing from a third
        party (excluding the Holder), the Company is required to pay to the Holder
        100%
        of the proceeds raised from the third party in excess of an aggregate amount
        of
        $750,000 (the “Threshold Amount”). The Threshold Amount shall also pertain to
        any assets sold, transferred or disposed of by the Company not in the ordinary
        course of business, with the exception of the Exclusions (as defined in the
        Security Agreement between the Company and the Holder of this date). The
        Company
        agrees to pay one hundred percent (100%) of any proceeds raised by the Company
        over the Threshold Amount toward the accelerated repayment of the Debenture
        with
        Interest until such time as the Face Amount of the Debenture has been paid
        in
        full. The accelerated Repayment shall be made to the Holder upon the Company’s
        receipt of the financing. Failure to do so will result in an Event of Default
        as
        set forth herein.

      Article
        3  Conversion

      Section
        3.1  Conversion
        Privilege

      (a)  The
        Holder of this Debenture shall have the right to convert any and all amounts
        owing under this Debenture into shares of Common Stock at any time following
        the
        Issuance Date and which is before the close of business on the Maturity Date,
        except as set forth in Section 3.2
        below.
        The number of shares of Common Stock issuable upon the conversion of this
        Debenture is
        determined pursuant to Section 3.2
        and
        rounding the result to the nearest whole share.

      (b)  This
        Debenture may not be converted, whether in whole or in part, except in
        accordance with this Article 3.

      (c)  In
        the
        event all or any portion of this Debenture remains outstanding on the Maturity
        Date, the unconverted
        portion
        of such Debenture will automatically be converted into shares of Common Stock
        on
        such date in the manner set forth in Section 3.2.

      Section
        3.2  Conversion
        Procedure

      (a)  Conversion
        Procedures. The
        Holder may elect to convert the Face Amount of and accrued interest on this
        Debenture, in whole or in part, at
        any
        time
        following the Issuance Date. Such conversion shall be effectuated by the
        Holder
        sending to the Company a facsimile or electronic mail version of the signed
        Notice of Conversion which evidences the Holder’s intention to convert the
        Debenture indicated. The date on which the Notice of Conversion is delivered
        (“Conversion Date”) shall be deemed to be the date on which the Holder has
        delivered to the Company a facsimile or electronic mail of the signed Notice
        of
        Conversion. Notwithstanding the above, any Notice of Conversion received
        by 5:00
        P.M. EST, shall be deemed to have been received the previous business
        day,
        with
        receipt being via a confirmation of time of facsimile of the Holder.


      (b)  Common
        Stock to be Issued.Upon
        the
        Holder's conversion of any Debenture, the Company shall issue the number
        of
        shares of Common Stock equal to the Conversion. If, at the time of conversion,
        the Registration Statement has been declared effective, the Company shall
        instruct its transfer agent to issue stock certificates without restrictive
        legend (other than a legend referring to the registration statement and
        prospectus delivery requirements) or stop transfer instructions. If at the
        time
        of Holder's conversion, the Registration Statement has not been declared
        effective, the Company shall instruct the transfer agent to issue the
        certificates with an appropriate legend. The
        Company shall act as Registrar and shall maintain an appropriate ledger
        containing the necessary information with respect to each Debenture. The
        Company warrants that no instructions, other than these instructions, have
        been
        given or will be given to the transfer agent and that the Common Stock shall
        otherwise be freely resold, except as may be otherwise set forth
        herein.

      (c)  Fixed
        Conversion Price.  Holder
        is
        entitled to convert the
        unpaid Face Amount of this Debenture, plus accrued interest, any time following
        a Issuance Date, at the lesser of the following prices: (i) the lowest closing
        Best Bid (as defined in the Investment Agreement of this date between the
        Company and the Holder) price of the Common Stock between February 1, 2006
        and
        the date of filing the registration statement covering resale of the shares
        underlying this Debenture; or (ii) at nine cents ($.09). The lesser of (i)
        and
        (ii) shall become the "Fixed Conversion Price", as defined herein. No fractional
        shares or scrip representing fractions of shares will be issued on conversion,
        but the number of shares issuable shall be rounded up, as the case may be,
        to
        the nearest whole share. The Holder shall retain all rights of conversions
        during any partial trading days.

       

      (d)  Maximum
        Interest.
        Nothing
        contained in this Debenture shall be deemed to establish or require the Company
        to pay interest to the Holder at a rate in excess of the maximum rate permitted
        by governing law. In the event that the rate of interest required to be paid
        exceeds the maximum rate permitted by governing law, the rate of interest
        required to be paid thereunder shall be automatically reduced to the maximum
        rate permitted under the governing law and such excess, if so ordered, shall
        be
        credited on any remaining balances due to the Holder with reasonable promptness
        by the Holder to the Company. In
        the
        event this Section 3.2(d) applies, the Parties agree that the terms of this
        Debenture remain in full force and effect except as is necessary to make
        the
        interest rate comply with applicable law.

      (e)  Opinion
        Letter.
        It shall
        be the Company’s
        responsibility to take all necessary actions and to bear all such costs to
        issue
        the Common Stock as provided herein, including the responsibility and cost
        for
        delivery of an opinion letter to the transfer agent, if so required. The
        person
        or entity in whose name the certificate of Common Stock is to be registered
        shall be treated as a shareholder of record on and after the conversion date.
        Upon surrender of any Debentures that are to be converted in part, the Company
        shall issue to the Holder a new Debenture equal to the unconverted amount,
        if so
        requested in writing by Holder.

      (f)  Delivery
        of Shares.
        Within
        three (3) business days after receipt of the documentation referred to above
        in
        Section 3.2(a),
        the
        Company shall deliver a certificate, in accordance with Section 3.2(c)
        for
        the number of shares of Common Stock issuable upon the conversion. In the
        event
        the Company does not make delivery of the Common Stock, as instructed by
        Holder,
        within three (3) business days after the Conversion Date, the Company shall
        pay
        to Holder as liquidated damages three
        percent (3%) per day in cash, of the dollar value of the Debentures being
        converted, compounded daily.

      If
        the
        failure of the Company to issue the Common Stock pursuant to this Section
        3.2(f)
        is due to the unavailability of authorized shares of Common Stock, the
        provisions of this Section 3.2(f) shall not apply, but instead the provisions
        of
        Section 3.2(k) shall apply.

      


      The
        Company shall make any payments required under this Section 3.2(f)
        in
        immediately available funds within three (3) business days from the date
        the
        Common Stock is fully delivered. Nothing herein shall limit the Holder’s right
        to pursue actual damages or cancel the conversion for the Company’s failure to
        issue and deliver Common Stock to the Holder within three (3) business days
        after the Conversion Date.

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

      


      In
        the
        event of Conversion Default, the Company will pay to the Holder the amount
        of
        (N/365) x (.24) x the initial issuance price of the outstanding and/or tendered
        but not converted Debentures held by each Holder where N = the number of
        days
        from the Conversion Default Date to the date that the Company authorizes
        a
        sufficient number of shares of Common Stock to effect conversion of all
        remaining Debentures (the "Authorization Date"). The Company shall send notice
        to Holder of outstanding Debenture that additional shares of Common Stock
        have
        been authorized; stating the Authorization Date and the amount of Holder’s
        accrued Conversion Default Payments (“Authorization Notice”). The accrued
        Conversion Default shall be paid in cash or shall be convertible into Common
        Stock at the Conversion Rate, upon written notice sent by the Holder to the
        Company, as follows: (i)
        in
        the event the Holder elects to take such payment in cash, cash payment shall
        be
        made to the Holder within five (5) business days, or (ii) in the event Holder
        elects to take such payment in stock, the Holder may convert at the conversion
        rate set forth in Section 3.2(c) within five (5) business days until the
        expiration of the conversion period.

      The
        Company acknowledges that its failure to maintain a sufficient number of
        authorized but unissued shares of Common Stock to effect in full a conversion
        of
        the Debenture will cause the Holder to suffer irreparable harm, and that
        damages
        will be difficult to ascertain. Accordingly, the parties agree that it is
        appropriate to include in this Agreement a provision for liquidated damages.
        The
        parties acknowledge and agree that the liquidated damages provision set forth
        in
        this section represents the parties’ good faith effort to quantify such damages
        and, as such, agree that the form and amount of such liquidated damages are
        reasonable and will not constitute a penalty. The payment of liquidated damages
        shall not relieve the Company from its obligations to deliver the Common
        Stock
        pursuant to the terms of this Debenture. Nothing herein shall limit the Holder’s
        right to pursue actual damages for the Company’s failure to maintain a
        sufficient number of authorized shares of Common Stock.

      If,
        by
        the third (3rd) business day after the Conversion Date, any portion of the
        shares of the Convertible Debentures have not been delivered to the Holder
        and
        the Holder purchases, in an open market transaction or otherwise, shares
        of
        Common Stock (the "Covering Shares") necessary to make delivery of shares
        which
        would have been delivered if the full amount of the shares to be converted
        and
        delivered to the Holder, then the Company shall pay to the Holder, in addition
        to any other amounts due to Holder pursuant to this Convertible Debenture,
        and
        not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The
        "Buy
        In Adjustment Amount" is the amount equal to the excess, if any, of (x) the
        Holder's total purchase price (including brokerage commissions, if any) for
        the
        Covering Shares over (y) the net proceeds (after brokerage commissions, if
        any)
        received by the Holder from the sale of the Sold Shares. The Company shall
        pay
        the Buy-In Adjustment Amount to the Holder in immediately available funds
        within
        five (5) business days of written demand by the Holder. By way of illustration
        and not in limitation of the foregoing, if the Holder purchases shares of
        Common
        Stock having a total purchase price (including brokerage commissions) of
        $11,000
        to cover a Buy-In with respect to shares of Common Stock it sold for net
        proceeds of $10,000, the Buy-In Adjustment Amount which the Company will
        be
        required to pay to the Holder will be $1,000.

      (g)  Prospectus
        and Other Documents. The
        Company shall furnish to Holder such number of prospectuses and other documents
        incidental to the registration of the shares of Common Stock underlying the
        Debentures, including any amendment of or supplements thereto. Any filings
        submitted via EDGAR will constitute fulfillment of the Company's obligation
        under this Section. 

      


      (h)  Limitation
        on Issuance of Shares.
        If the
        Company’s Common Stock becomes listed on the Nasdaq SmallCap Market after the
        issuance of the Debenture, the Company may be limited in the number of shares
        of
        Common Stock it may issue by virtue of (A) the number of authorized shares
        or
        (B) the applicable rules and regulations of the principal securities market
        on
        which the Common Stock is listed or traded, including, but not necessarily
        limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be
        applicable (collectively, the “Cap Regulations”). Without limiting the other
        provisions thereof;
        (i) the
        Company will take all steps reasonably necessary to be in a position to issue
        shares of Common Stock on conversion of the Debentures without violating
        the Cap
        Regulations and (ii) if, despite taking such steps, the Company still cannot
        issue such shares of Common Stock without violating the Cap Regulations,
        the
        Holder cannot convert as result of the Cap Regulations (each such Debenture,
        an
“Unconverted Debenture”) shall have the right to elect either of the following
        remedies: 

      


      (x)
        if
        permitted by the Cap Regulations, require the Company to issue shares of
        Common
        Stock in accordance with the Holder's Notice of Conversion at a conversion
        purchase price equal to the average of the closing bid price per share of
        Common
        Stock for any five (5) consecutive Trading Days (subject to certain equitable
        adjustments for certain events occurring during such period) during the sixty
        (60) Trading Days immediately preceding the Conversion Date; or 

      


      (y)
        require the Company to redeem each Unconverted Debenture for an amount (the
        “Redemption Amount”), payable in cash, equal to the sum of (i) one hundred
        thirty-three percent (133%) of the principal of an Unconverted Debenture,
        plus
        (ii) any accrued but unpaid interest thereon through and including the date
        on
        which the Redemption Amount is paid to the holder (the “Redemption
        Date”).

      


      The
        Holder of an Unconverted Debenture may elect one of the above remedies with
        respect to a portion of such Unconverted Debenture and the other remedy with
        respect to other portions of the Unconverted Debenture. The Debenture shall
        contain provisions substantially consistent with the above terms, with such
        additional provisions as may be consented to by the Holder. The provisions
        of
        this section are not intended to limit the scope of the provisions otherwise
        included in the Debenture.

      (i)  Limitation
        on Amount of Conversion and Ownership.
        Notwithstanding anything to the contrary in this Debenture, in no event shall
        the Holder be entitled to convert that amount of Debenture, and in no event
        shall the Company permit that amount of conversion, into that number of shares,
        which when added to the sum of the number of shares of Common Stock beneficially
        owned, (as such term is defined under Section 13(d) and Rule 13d-3 of the
        Securities Exchange Act of 1934, as may be amended, (the “1934 Act”)), by the
        Holder, would exceed 4.99% of the number of shares of Common Stock outstanding
        on the Conversion Date, as determined in accordance with Rule 13d-1(j) of
        the
        1934 Act. In the event that the number of shares of Common Stock outstanding
        as
        determined in accordance with Section 13(d) of the 1934 Act is different
        on any
        Conversion Date than it was on the Issuance Date, then the number of shares
        of
        Common Stock outstanding on such Conversion Date shall govern for purposes
        of
        determining whether the Holder would be acquiring beneficial ownership of
        more
        than 4.99% of the number of shares of Common Stock outstanding on such
        Conversion Date.

      (j)  Legend.
        The
        Holder acknowledges that each certificate representing the Debentures, and
        the
        Common Stock unless registered pursuant to the Registration Rights Agreement,
        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.

      (k)
        Prior
        to conversion of the Debenture, if at any
        time
        the
        conversion of all the Debentures and exercise of all the Warrants outstanding
        would result in an insufficient number of authorized shares of Common Stock
        being available to cover all the conversions, then in such event, the Company
        will move to call and hold a shareholder’s meeting or have shareholder action
        with written consent of the proper number of shareholders within thirty (30)
        days of such event, or such greater period of time if statutorily required
        or
        reasonably necessary as regards standard brokerage house and/or SEC requirements
        and/or procedures, for the purpose of authorizing additional shares of Common
        Stock to facilitate the conversions. In such an event management of the Company
        shall recommend to all shareholders to vote their shares in favor of increasing
        the authorized number of shares of Common Stock. Management of the Company
        shall
        vote all of its shares of Common Stock in favor of increasing the number
        of
        shares of authorized Common Stock to an amount equal to three hundred percent
        (300%) of the balance on the Debenture. The Company represents and warrants
        that
        under no circumstances will it deny or prevent the Holder’s right to convert the
        Debentures as permitted under the terms of this Subscription Agreement or
        the
        Registration Rights Agreement. Nothing in this Section shall limit the
        obligation of the Company to make the
        payments set forth in this Section 3.
        The
        Holder, at his option, may request the company to authorize and issue additional
        shares if the Holder feels it is necessary for conversions in the future.
        In
        the
        event the Company’s shareholder’s meeting does not result in the necessary
        authorization, the Company shall redeem the outstanding Debentures for an
        amount
        equal to the sum of the principal of the outstanding Debentures plus accrued
        interest thereon multiplied by 133%.


         


      Section
        3.3  Fractional
        Shares.
        The
        Company shall not issue fractional shares of Common Stock, or scrip representing
        fractions of such shares, upon the conversion of this Debenture. Instead,
        the
        Company shall round up or down, as the case may be, to the nearest whole
        share.

      Section
        3.4  Taxes
        on Conversion. The
        Company shall pay any documentary, stamp or similar issue or transfer tax
        due on
        the issue of shares of Common Stock upon the conversion of this Debenture.
        However, the Holder shall pay any such tax which is due because the shares
        are
        issued in a name other than its name.

      Section
        3.5  Company
        to Reserve Stock. The
        Company shall reserve the number of shares of Common Stock required pursuant
        to
        and upon the terms set forth in the Subscription Agreement to permit the
        conversion of this Debenture.
        All
        shares of Common Stock which may be issued upon the conversion hereof shall
        upon
        issuance by the Company be validly issued, fully paid and nonassessable and
        free
        from all taxes, liens and charges with respect to the issuance
        thereof.

      Section
        3.6  Restrictions
        on Sale. This
        Debenture has not been registered under the Securities Act of 1933, as amended
        (the “Act”) and is being issued under Section 4(2) of the Act and Rule 506 of
        Regulation D promulgated under the Act. This Debenture and the Common Stock
        issuable upon the conversion thereof may
        only be
        sold
        pursuant to registration under or an exemption from the Act.

      Section
        3.7 Stock
        Splits, Combinations and Dividends.
        If the
        shares of Common Stock are subdivided or combined into a greater or smaller
        number of shares of Common Stock, or if a dividend is paid on the Common
        Stock
        in shares of Common Stock, the Fixed Conversion Price shall be proportionately
        reduced in case of subdivision of shares or stock dividend or proportionately
        increased in the case of combination of shares, in each such case, by the
        ratio
        of the total number of shares of Common Stock outstanding immediately after
        such
        event bears to the total number of shares of Common Stock outstanding
        immediately prior to such event.

      


      Article
        4  Mergers

       

      The
        Company shall not consolidate or merge into, or transfer any or all of its
        assets to, any person, unless such person assumes in writing the obligations
        of
        the Company under this Debenture and immediately after such transaction no
        Event
        of Default exists. Any reference herein to the Company shall refer to such
        surviving or transferee corporation and the obligations of the Company shall
        terminate only upon such written assumption of the Company's
        obligation.
        The
        Company shall make notice to the Holder simultaneously with the dissemination
        of
        a Merger to the public markets.

      


      Article
        5   Security

      


      This
        Debenture is secured by a Security Agreement (the "Security Agreement") dated
        February 10, 2006 between the Company and the Holder.

      Article
        6  Defaults
        and Remedies

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

      


      (a)
        the
        Company does not make the Payment of the principal, interest or other sum
        due
        under this Debenture or the other Transactions Documents by the Holder's
        conversion into Common Stock, within five (5) business days of the Maturity
        Date, upon redemption, Conversion Date or otherwise described herein;
        or,

      


      (b)
        the
        Company does not make a Payment in cash for a period of three (3) business
        days
        when due as described in this Agreement; or,

      


      (c)
        any
        of the Company’s representations or warranties contained in the Transaction
        Documents or this Debenture were false when made or the Company fails to
        comply
        with any of its other agreements in the Transaction Documents (as defined
        in
        Article 16 below) and such failure continues for a period of five (5) business
        days; or,

      


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

      


      (e)
        the
        Company’s Common Stock is suspended or no longer listed on any recognized
        exchange including electronic over-the-counter bulletin board ("Principal
        Market") for in excess of three (3) consecutive Trading Days.
        Failure
        to comply with the requirements for continued listing on a Principal Market
        for
        a period of five (5) trading days; or notification from a Principal Market
        that
        the Company is not in compliance with the conditions for such continued listing
        on such Principal Market; or,

      


      (f)
        the
        Company breaches any covenant or condition of the Transaction Documents,
        and
        such breach, if subject to cure, continues for a period of five (5) business
        days; or,

      


      (g)
        the
        Registration Statement underlying the Debenture is not declared effective
        by the
        SEC within twelve (12) months of the Issuance Date.

      


      Section
        6.2  Remedies.
        In the
        Event of Default, the Holder may elect to secure a portion of the Company's
        assets in Collateral (as defined in the Security Agreement of this date).
        The
        Holder may also elect to garnish Revenue from the Company in an amount that
        will
        repay the Holder on the schedules outlined in this Agreement.

      


      In
        the
        Event of Default, as outlined in this Agreement, the
        Holder
        can exercise its right to increase the Face
        Amount of the Debenture by ten percent (10%) as an initial penalty, and for
        each
        subsequent Event of Default under this Agreement. In addition, the Holder
        may
        elect to increase the
        Face
        Amount by two and one-half percent (2.5%) per month (pro-rata for partial
        periods) paid as a penalty for liquated damages ("Liquidated Damages"). The
        Liquated Damages will be compounded daily. It is the intention and
        acknowledgement of both parties that the Liquidated Damages not be deemed
        as
        interest under this Agreement.

      


      Section
        6.3  Acceleration.
        If
        an
        Event of Default occurs, the Holder hereof by notice to
        the
        Company may declare the remaining principal amount of this Debenture, together
        with all accrued interest and any liquidated damages, to be due and payable.
        

      Section
        6.4  Seniority. As
        of the
        Issuance Date, no indebtedness of the Company is senior to this Debenture
        in
        right of payment, whether with respect to interest, damages or upon liquidation
        or dissolution or otherwise. And, the Company warrants that it has taken
        all
        necessary steps to subordinate its other obligations to the rights of the
        Holder
        hereunder.

      


      Section
        6.5 Cost
        of Collections. If
        an
        Event of Default occurs, the Company shall pay the Holder hereof reasonable
        costs of collection, including reasonable attorney's fees.

      


      Article
        7  Registered
        Debentures

      Section
        7.1  Record
        Ownership. The
        Company, or its attorney, shall maintain a register of the Holder of the
        Debentures (the “Register”) showing their names and addresses and the serial
        numbers and principal amounts of Debentures issued to them. The Register
        may be
        maintained in electronic, magnetic or other computerized form. The Company
        may
        treat the person named as the Holder of this Debenture in the Register as
        the
        sole owner of this Debenture. The Holder of this Debenture is the person
        exclusively entitled to receive payments of interest on this Debenture, receive
        notifications with respect to this Debenture, convert it into Common Stock
        and
        otherwise exercise all of the rights and powers as the absolute owner
        hereof.

      Worn
        or Lost Debentures. If
        this
        Debenture becomes worn, defaced or mutilated but is still substantially intact
        and recognizable, the Company or its agent may issue a new Debenture in lieu
        hereof upon its surrender. Where
        the
        Holder of this Debenture claims that the Debenture has been lost, destroyed
        or
        wrongfully taken, the Company shall issue a new Debenture in place of the
        Debenture if the Holder so requests by written notice to the Company.


      


      Article
        8  Notice.

      


      Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms of this Debenture 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.

      101
        COURAGEOUS DRIVE

      LEAGUE
        CITY, TEXAS 77573

      Telephone:
        (281) 538-6000

      Facsimile:
        (281) 538-4730

      If
        to the
        Investor:

      


      Douglas
        Leighton

      Dutchess
        Capital Management

      50
        Commonwealth Ave, Suite 2

      Boston,
        MA 02116

      Telephone:
        617-301-4702

      Facsimile:
        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.

      Article
        9  Time

      


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

      Article
        10  No
        Assignment

      


      This
        Debenture and the obligation hereunder shall not be assignable
        by the Company or the Holder.

      


      Article
        11  Rules
        of
        Construction.

      


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

      


      Article
        12  Governing
        Law

      


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

      Article
        13  Disputes
        Under Agreement

      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. Nothing
        in this section shall limit the Holder's right to obtain an injunction for
        a
        breach of this Agreement from a court of law.

      


      Article
        14 Redemption

      


      The
        Holder shall have the right to be redeemed from the Debenture, in whole or
        in
        part, at a price equal to one hundred and twenty-five percent (125%) of the
        outstanding principal amount of the Debenture, including accrued interest
        (and
        penalties if applicable). Any Payments, as defined in Article 2 above, shall
        apply to the Redemption Amount. 

      


      Article
        15  Holder
        Warrants

      


      As
        an
        additional inducement to Holder, the Company shall issue to the Holder a
        warrant
        to purchase two hundred and forty-six thousand seven hundred and fifty dollars
        ($246,750) worth of shares of its common stock exercisable at the Fixed
        Conversion Price as outlined in the Warrant Agreement of this date.


      


      Article
        16 Transaction
        Documents

      


      The
        Company agrees that contemporaneously with the execution and delivery of
        this
        Debenture, the parties have executed and delivered a Debenture Registration
        Rights Agreement, Subscription Agreement, Warrant Agreement and the Security
        Agreement between the Company and the Holder dated February 10, 2006
        (collectively, the "Transaction Documents") pursuant to which the Company
        has
        agreed to provide certain rights and obligations as defined in the Transaction
        Documents.

      


      Article
        17  Waiver

      


      The
        Holder's delay or failure at any time or times hereafter to require strict
        performance by the Company of any undertakings, agreements or covenants shall
        not waive, 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. 

      


      Article
        18 Integration

      


      This
        Debenture is the FINAL AMENDMENT between the Company and the Holder with
        respect
        to the terms and conditions set forth herein to the original Agreement signed
        February 10, 2006, and, the terms of this Debenture may not be contradicted
        by
        evidence of prior, contemporaneous, or subsequent oral agreements of the
        Parties. The execution and delivery of this Debenture shall not alter the
        prior
        written agreement between the Company and the Holder, consisting of the
        Transaction Documents, as defined in Article 16. The Company and the Holder
        acknowledge that no other changes to this Agreement or the Transaction Documents
        have been made other that as specifically noted herein.

      


      Article
        19 Failure
        by the Company to Act in a Timely Manner

      


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

      


      Article
        20 No
        Limitations on Conversions

      


      Nothing
        contained herein, or in the Transaction Documents, shall limit the Holder’s
        right to convert any portion of the Debenture into the Company’s Common stock,
        except as stated in Section 3.2 (i).

      


      *.*.*

      


      IN
        WITNESS WHEREOF, the Company has duly executed this Debenture as of the date
        first written above and duly authorized to sign on behalf of:

       

      EAGLE
        BROADBAND, INC.

       

      


      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

      


      


      


      DUTCHESS
        PRIVATE EQUITIES FUND, LP

      BY
        ITS
        GENERAL PARTNER DUTCHESS 

      CAPITAL
        MANAGEMENT, LLC 

       

      


      By:
        /s/Douglas H. Leighton      

      Name: Douglas
        H. Leighton

      Title: A
        Managing Member

      



      
        
           

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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:_______________________________________

      Douglas
        Leighton

       

      


      


      EXHIBIT
        B
        PAYMENT SCHEDULE

      
        	
                Convertible
                  Amount

              	
                Interest
                  Rate

              	
                Redemption

              	
                 

              	
                 

              	
                 

              	 
	
                $
                  822,500.00 

              	
                12%

              	
                125%

              	
                 

              	
                 

              	
                 

              	
                 

              
	 	 	 	 	
                Applied
                  to

              	
                Applied
                  to

              	
                Total
                  Principle and

              
	 	
                Amount

              	
                Balance

              	
                Payment
                  Due

              	
                Principle

              	
                Interest

              	
                Redemption

              
	
                3/1/2006

              	
                $
                  822,500.00 

              	
                $830,651.12
                  

              	
                $8,151.12
                  

              	
                $0.00
                  

              	
                $8,151.12
                  

              	
                $0.00
                  

              
	
                4/1/2006

              	
                $822,500.00
                  

              	
                $830,651.12
                  

              	
                $8,151.12
                  

              	
                $0.00
                  

              	
                $8,151.12
                  

              	
                $0.00
                  

              
	
                5/1/2006

              	
                $822,500.00
                  

              	
                $830,651.12
                  

              	
                $
                  90,156.19 

              	
                $65,604.05
                  

              	
                $8,151.12
                  

              	
                $82,005.07
                  

              
	
                6/1/2006

              	
                $756,895.95
                  

              	
                $764,396.92
                  

              	
                $
                  90,156.19 

              	
                $66,124.17
                  

              	
                $7,500.97
                  

              	
                $82,655.21
                  

              
	
                7/1/2006

              	
                $690,771.78
                  

              	
                $697,617.45
                  

              	
                $
                  90,156.19 

              	
                $66,648.41
                  

              	
                $6,845.67
                  

              	
                $83,310.51
                  

              
	
                8/1/2006

              	
                $624,123.37
                  

              	
                $630,308.54
                  

              	
                $
                  90,156.19 

              	
                $67,176.81
                  

              	
                $6,185.17
                  

              	
                $83,971.01
                  

              
	
                9/1/2006

              	
                $556,946.56
                  

              	
                $562,465.99
                  

              	
                $
                  90,156.19 

              	
                $67,709.40
                  

              	
                $5,519.44
                  

              	
                $84,636.75
                  

              
	
                10/1/2006

              	
                $489,237.16
                  

              	
                $494,085.59
                  

              	
                $
                  90,156.19 

              	
                $68,246.21
                  

              	
                $4,848.43
                  

              	
                $85,307.76
                  

              
	
                11/1/2006

              	
                $420,990.95
                  

              	
                $425,163.05
                  

              	
                $
                  90,156.19 

              	
                $68,787.27
                  

              	
                $4,172.09
                  

              	
                $85,984.09
                  

              
	
                12/1/2006

              	
                $352,203.68
                  

              	
                $355,694.08
                  

              	
                $
                  90,156.19 

              	
                $69,332.63
                  

              	
                $3,490.40
                  

              	
                $86,665.78
                  

              
	
                1/1/2007

              	
                $282,871.05
                  

              	
                $285,674.35
                  

              	
                $
                  90,156.19 

              	
                $69,882.31
                  

              	
                $2,803.30
                  

              	
                $87,352.88
                  

              
	
                2/1/2007

              	
                $212,988.75
                  

              	
                $215,099.50
                  

              	
                $
                  90,156.19 

              	
                $70,436.34
                  

              	
                $2,110.76
                  

              	
                $88,045.43
                  

              
	
                3/1/2007

              	
                $142,552.40
                  

              	
                $143,965.12
                  

              	
                $
                  90,156.19 

              	
                $70,994.77
                  

              	
                $1,412.72
                  

              	
                $88,743.47
                  

              
	
                4/1/2007

              	
                $71,557.63
                  

              	
                $72,266.78
                  

              	
                $
                  90,156.19 

              	
                $71,557.63
                  

              	
                $709.15
                  

              	
                $89,447.04