SETTLEMENT
      AGREEMENT

    


    


    THIS
      SETTLEMENT AGREEMENT (this “Agreement”)
      is
      entered into as of February 15, 2006 by and among Eagle Broadband, Inc., f/k/a
      Eagle Wireless International Inc., a Texas corporation (“Eagle”),
      Link
      Two Communications, Inc., a Texas corporation acquired by Eagle as a
      wholly-owned subsidiary (“Link”),
      and
      The Tail Wind Fund Ltd. (“Tail
      Wind”).
      Eagle, Link and Tail Wind are individually referred to herein as a “Party”
and
      collectively as the “Parties.”

    


    RECITALS

    


    WHEREAS,
      on or
      about May 2, 2001, Link issued to Tail Wind (1) a 2% Convertible Note Due August
      15, 2002 in the aggregate original principal amount of $5,000,000 (“Link
      Note”)
      and
      (2) a Warrant to purchase 2,182,262 shares of Link common stock (“Warrant”),
      pursuant to a Note Purchase Agreement executed on or about such date
      (“Purchase
      Agreement”);

    


    WHEREAS,
      in
      connection with such Purchase Agreement and in order to induce Tail Wind to
      purchase the Link Note and Warrant, Eagle and Tail Wind entered into a
      Registration Rights and Conversion Terms Agreement (“Exchange
      Agreement”)
      as of
      May 2, 2001 and Eagle executed a Guaranty dated as of such date in favor of
      Tail
      Wind guarantying Link’s obligations under the Link Note and Purchase Agreement
      (“Guaranty”);

    


    WHEREAS,
      each of
      the Link Note, Warrant, Purchase Agreement, Exchange Agreement and Guaranty
      were
      amended by, and entered into as of May 2, 2001 pursuant to, the Supplement
      entered into among Link, Eagle and Tail Wind on May 2, 2001 (together with
      the
      Link Note, Warrant, Purchase Agreement, Exchange Agreement and Guaranty, the
      “Transaction
      Documents”);

    


    WHEREAS,
      certain
      disputes have arisen among the Parties with respect to the Transaction Documents
      and the respective obligations of the Parties thereunder, and Tail Wind has
      initiated a litigation proceeding in the United States District Court for the
      Southern District of New York (“Court”)
      (case
      index number 04 CV 5776 (KMW)) to resolve those disputes (the “Litigation
      Proceeding”);
      

     

    WHEREAS,
      without
      either Party admitting or denying any liability, Eagle, Link and Tail Wind
      have
      agreed to a settlement of their respective claims, to dismissal of the
      Litigation Proceeding and to release each other from any and all obligations
      and
      claims, all as more fully set forth in this Agreement and on the terms and
      conditions set forth in this Agreement; and

     

    WHEREAS,
      Eagle,
      Link and Tail Wind intend to have the terms and conditions of this Agreement,
      including without limitation the issuance to Tail Wind of shares of Eagle’s
      common stock, par value $.001 per share (“Common
      Stock”),
      pursuant to this Agreement and upon conversion or repayment of the Convertible
      Notes (as defined herein and to be issued hereunder), approved by the Court
      (“Court
      Approval”)
      after
      a hearing upon the fairness of such terms and conditions (“Hearing”)
      as
      contemplated by Section 3(a)(10) of the Securities Act of 1933, as amended
      (“Securities
      Act”);

     

    


    NOW,
      THEREFORE,
      in
      consideration of the respective covenants and agreements contained in this
      Agreement and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Parties agree as
      follows:

    


    AGREEMENT

    


    1.  Court
      Approval. Promptly
      following execution hereof, the Parties shall each use their best efforts to
      seek a Hearing and obtain the Court Approval. 

     

    2.  Payments
      and Issuances to Tail Wind. Eagle
      shall pay Tail Wind $5 million in cash and stock as follows:

     

    (a)  Cash
      upon Effective Time.
      Prior
      to the Effective Time, Eagle
      shall pay Tail Wind $100,000 by wire transfer of such funds to the escrow
      account at Peter J. Weisman, P.C. indicated on Schedule 1 hereto to be held
      in
      escrow pending the Effective Time (as defined below). Such funds shall be
      released to Tail Wind upon occurrence of the Effective Time or returned to
      Eagle
      if the Effective Time does not occur for any reason.

     

    (b)  Promissory
      Note.
      Eagle
      shall pay Tail Wind $400,000, payable in 24 equal monthly installments
      commencing April 1, 2006 and evidenced by a promissory note in the form attached
      hereto as Exhibit
      A
      (“Promissory
      Note”).
      The
      Promissory Note shall be issued and delivered to Tail Wind’s counsel upon
      execution of this Agreement to be held in escrow pending the Effective
      Time.

     

    (c)  Convertible
      A Note.
      Eagle
      shall pay Tail Wind $1,000,000 (plus such additional amounts as may be added
      pursuant to Sections 2(e)(ii), 2(e)(vi) and 2(e)(vii) below) on March 1, 2008,
      which amounts due shall be evidenced by, and convertible into shares
      (“Conversion
      A Shares”)
      of
      Common Stock pursuant to the terms of, a convertible note in the form attached
      hereto as Exhibit
      B
      (“Convertible
      A Note”).
      The
      Convertible A Note shall be issued and delivered to Tail Wind’s counsel upon
      execution of this Agreement to be held in escrow pending the Effective
      Time.

     

    (d)  Convertible
      B Note.
      Eagle
      shall pay Tail Wind $1,750,000 (plus any Price Reduction Amount (as defined
      below) added pursuant to Section 2(e)(viii) below) on March 1, 2008, which
      amounts due shall be evidenced by, and convertible into shares (“Conversion
      B Shares”,
      and
      together with the Conversion A Shares, the “Conversion
      Shares”)
      of
      Common Stock pursuant to the terms of, a convertible note in the form attached
      hereto as Exhibit
      C
      (“Convertible
      B Note”,
      and
      together with the Convertible A Note, the “Convertible
      Notes”).
      The
      Convertible B Note shall be issued and delivered to Tail Wind’s counsel upon
      execution of this Agreement to be held in escrow pending the Effective
      Time.

     

    (e)  Shares.
      Eagle
      shall issue and deliver shares of Common Stock and/or pay cash to Tail Wind
      in
      the aggregate amount of $1,750,000 (as such amount may be decreased pursuant
      to
      subsections (iii) through (vi) inclusive below, the “Share
      Amount”),
      as
      follows:

     

    (i)  Within
      fourteen (14) days following the latest of the date of Shareholder Approval
      and
      Listing Approval (as such terms are defined below), Eagle shall, subject to
      the
      terms and conditions of this Section 2(e), issue and deliver to Tail Wind a
      number of shares of Common Stock (“Shares”,
      and
      together with the Conversion Shares, the “Settlement
      Shares”)
      determined by dividing the Share Amount by the closing price (“FMV”)
      of the
      Common Stock on the Principal Market (as defined in the Convertible Notes)
      on
      the Trading Day (as defined in the Convertible Notes) immediately preceding
      the
      date of issuance of such Shares (“Issuance
      Date”).
      Such
      Shares shall be duly authorized, validly issued, fully paid, non-assessable
      and
      free and clear of all encumbrances and restrictions (except for restrictions
      on
      resale under applicable securities laws). 

     

    (ii)  Notwithstanding
      anything to the contrary contained herein, the number of shares of Common Stock
      that shall be issued to Tail Wind under this Section 2(e) shall not exceed
      a
      number that, when added to the total number of shares of Common Stock deemed
      beneficially owned by Tail Wind (other than by virtue of the ownership of
      securities or rights to acquire securities (including under the Convertible
      Notes) that have limitations on Tail Wind’s right to convert, exercise or
      purchase similar to the limitation set forth herein), together with all shares
      of Common Stock deemed beneficially owned at such time (other than by virtue
      of
      the ownership of securities or rights to acquire securities that have
      limitations on the right to convert, exercise or purchase similar to the
      limitation set forth herein) by Tail Wind’s “affiliates” at such time (as
      defined in Rule 144 of the Securities Act) that would be aggregated for purposes
      of determining whether a group under Section 13(d) of the Securities Exchange
      Act of 1934 as amended (“Exchange
      Act”),
      exists, would exceed 9.9% of the total issued and outstanding shares of the
      Common Stock on the Issuance Date (the “Restricted
      Ownership Percentage”).
      To
      the extent any portion of the Share Amount cannot be paid in Shares as a result
      of application of the Restricted Ownership Percentage, such unpaid portion
      of
      the Share Amount shall be automatically added to the original principal amount
      of the Convertible A Note as of the Issuance Date.

     

    (iii)  In
      the
      event that Tail Wind has not received all the Shares in its brokerage account
      (whether due to the failure to obtain Shareholder Approval, Listing Approval
      or
      otherwise) by June 20, 2006, Eagle shall on such date make a cash payment to
      Tail Wind of $250,000 by wire transfer of immediately available funds to the
      account designated by Tail Wind, and the Share Amount shall contemporaneously
      be
      reduced by such amount paid.

     

    (iv)  In
      the
      event that Tail Wind has not received all the Shares in its brokerage account
      (whether due to the failure to obtain Shareholder Approval, Listing Approval
      or
      otherwise) by August 20, 2006, Eagle shall on such date make an additional
      cash
      payment to Tail Wind of $250,000 by wire transfer of immediately available
      funds
      to the account designated by Tail Wind, and the Share Amount shall
      contemporaneously be reduced by such additional amount paid.

     

    (v)  In
      the
      event that Tail Wind has not received all the Shares in its brokerage account
      (whether due to the failure to obtain Shareholder Approval, Listing Approval
      or
      otherwise) by October 20, 2006, Eagle shall on such date make an additional
      cash
      payment to Tail Wind of $250,000 by wire transfer of immediately available
      funds
      to the account designated by Tail Wind, and the Share Amount shall
      contemporaneously be reduced by such additional amount paid.

     

    (vi)  In
      the
      event that Tail Wind has not received all the Shares in its brokerage account
      (whether due to the failure to obtain Shareholder Approval, Listing Approval
      or
      otherwise) by December 20, 2006, then (A) Eagle shall on such date make an
      additional cash payment to Tail Wind of $250,000 by wire transfer of immediately
      available funds to the account designated by Tail Wind, and the Share Amount
      shall contemporaneously be reduced by such additional amount paid, and (B)
      the
      Share Amount shall be automatically added to the original principal amount
      under
      the Convertible A Note as of such date.

     

    (vii)  If
      any
      Bankruptcy Event (as defined in the Convertible Note) occurs prior to the
      issuance of the Shares, the Share Amount shall automatically, immediately prior
      to such occurrence, be converted to a debt obligation payable in cash and added
      to the original principal amount of the Convertible A Note.

     

    (viii)  If
      the
      closing price of the Common Stock on the Principal Market on the Registration
      Effectiveness Date (as defined below) is less than the FMV as of the Issuance
      Date, then the Price Reduction Amount (as defined below) shall be automatically
      added to the original principal amount under the Convertible B Note as of such
      Registration Effectiveness Date. The “Price
      Reduction Amount”
shall
      mean the product of (A) the number of Shares issued multiplied by (B) the
      difference between the closing price of the Common Stock on the Principal Market
      on the Registration Effectiveness Date and the FMV as of the Issuance
      Date.

     

    (ix)  Eagle
      shall deliver to Tail Wind one or more stock certificates evidencing the Shares
      within three (3) Trading Days following the Issuance Date, and Eagle shall
      deliver to Tail Wind each $250,000 payment required under clauses (iii), (iv),
      (v) and (vi) above within three (3) Trading Days following June 20, 2006, August
      20, 2006, October 20, 2006 and December 20, 2006, respectively. If Eagle fails
      to deliver such stock certificates or any such payment within five days
      following such third Trading Day, Tail Wind may declare upon written notice
      (as
      set forth in Section 14(f) below) the entire then outstanding Share Amount
      to be
      due and payable immediately. At
      any
      time following such notice of acceleration, Tail Wind shall be entitled (i)
      to
      complete (by filling in the appropriate accelerated amount) the relevant
      affidavit for judgment by confession delivered by Eagle pursuant to Section
      6(c)(vii) of this Agreement and (ii) to file such completed affidavit, with
      any
      other appropriate material, in New York County, New York, in the manner
      necessary to effect the entry of judgment in such accelerated amount against
      Eagle and in favor of Tail Wind.

     

    3.  No
      Shorting. Tail
      Wind
      agrees that it will not enter into any Short Sales (as hereinafter defined)
      during the period commencing on the date hereof and ending on the date on which
      Tail Wind no longer holds any Shares or the Convertible Notes. “Short
      Sale”
means
      a
      sale of Common Stock by Tail Wind that is marked as a short sale and that is
      made at a time when there is no equivalent offsetting long position in Common
      Stock held by Tail Wind. For purposes of determining whether there is an
      equivalent offsetting long position in Common Stock held by Tail Wind,
      Conversion Shares issuable upon conversion of the Convertible Notes (ignoring
      any conversion restrictions or limitations included therein) shall be deemed
      to
      be held long by Tail Wind in addition to all Shares, Conversion Shares and
      other
      shares of Common Stock held in a long position by Tail Wind.

     

    4.  Surrender
      of Securities/Check.
      Upon
      execution hereof (a) Tail Wind shall surrender the Link Note and Warrant to
      Eagle’s counsel (or in lieu thereof deliver an affidavit of lost security(ies)
      in form and substance reasonably acceptable to Eagle’s counsel), and (b) Eagle
      shall return to Tail Wind check number 1030 drawn on the Peter J. Weisman
      Attorney Trust Account to the order of Eagle on or about February 13, 2004
      in
      the amount of $139,669.80 (the “Check”)
      (or in
      lieu thereof deliver an affidavit of lost check in form and substance reasonably
      acceptable to Tail Wind’s counsel). The Link Note and Warrant shall be held in
      escrow pending the Effective Time.

     

    5.  Shareholder
      and Exchange Approvals.

     

    (a)  Shareholder
      Approval.
      Eagle
      shall promptly seek the approval (“Shareholder
      Approval”)
      of its
      stockholders and take such other action as necessary or desirable to amend
      its
      Articles of Incorporation to authorize such number of additional shares of
      Common Stock as is equal to at least 200% of the aggregate number of Settlement
      Shares issuable upon full conversion of the Convertible Note (assuming an FMV
      and Conversion Price equal to the closing bid price on the Trading Day
      immediately preceding such approval and ignoring all limitations and
      restrictions on conversion, ownership or issuance set forth therein.
      The
      Board of
      Directors of Eagle shall call one or more annual or special meetings of the
      stockholders of Eagle
      in the
      manner set forth in the By-laws of Eagle
      (and in
      accordance with the Exchange Act) in order to solicit such Shareholder Approval,
      and such Board
      of
      Directors shall recommend an affirmative vote for such Shareholder
      Approval. Eagle shall continue to seek such Shareholder Approval as reasonably
      practical until December 20, 2006.

     

    (b)  Reservation
      of Common Stock.
      Contemporaneously with obtaining Shareholder Approval and at all times
      thereafter Eagle shall reserve and keep available out of its authorized but
      unissued shares of Common Stock, solely for the purpose of providing for the
      issuance of the Settlement Shares, such number of shares of Common Stock as
      set
      forth in the Convertible Notes.

     

    (c)  AMEX
      Listing.
      On or
      prior to the Issuance Date, but no later than January 1, 2007 (and no later
      than
      June 1, 2006 with respect to the Conversion B Shares in particular), Eagle
      shall
      apply for, and engage in good faith efforts to obtain the approval of, the
      listing of all Settlement Shares on the American Stock Exchange (or other
      Principal Exchange, as defined in the Convertible Notes) (“Listing
      Approval”),
      and
      Eagle shall engage in good faith efforts to maintain such listing and approval,
      should such listing application be approved.

     

    6.  Effective
      Time and Conditions to Settlement

     

    (a)  Effective
      Time.
      This
      Agreement shall become effective only upon the satisfaction or waiver of the
      conditions set forth in paragraphs (b) and (c) of this Section 6 (“Effective
      Time”).
      The
      delivery of the documents contemplated by this Section 6 shall take place at
      the
      offices of Peter J. Weisman, P.C., 335 Madison Avenue, Suite 1702, New York,
      NY
      10017 on March 1, 2006, or at such other location and/or on such other date
      as
      the parties shall mutually agree. If the conditions set forth in paragraphs
      (b)
      and (c) have not been satisfied or waived on or before March 3, 2006, or such
      later date as the parties may agree in writing (the “Deadline”),
      this
      Agreement shall terminate and be null and void and of no further force or effect
      without liability of either Party, except for liability for any breach of this
      Agreement. 

     

    (b)  Conditions
      to Eagle's Obligations.
      The
      obligations of Eagle to consummate the transactions contemplated by this
      Agreement shall be subject to the surrender to Eagle by Tail Wind of the Link
      Note and Warrant.

     

    (c)  Conditions
      to Tail Wind's Obligations.
      The
      obligations of Tail Wind to consummate the transactions contemplated by this
      Agreement shall be subject to the following:

     

    (i)  wire
      transfer by Eagle of $100,000 as contemplated by Section 2(a) of this Agreement
      to the account designated therein;

     

    (ii)  the
      execution, issuance and delivery of the Promissory Note to Tail Wind as
      contemplated by Section 2(b) of this Agreement;

     

    (iii)  the
      execution, issuance and delivery of the Convertible A Note to Tail Wind as
      contemplated by Section 2(c) of this Agreement;

     

    (iv)  the
      execution, issuance and delivery of the Convertible B Note to Tail Wind as
      contemplated by Section 2(d) of this Agreement;

     

    (v)  the
      surrender to Tail Wind of the Check;

     

    (vi)  the
      issuance and delivery to Tail Wind of a legal opinion from Arent Fox PLLC
      covering the exemption from the Securities Act of the issuance of the Settlement
      Shares to Tail Wind, in form and substance reasonably acceptable to Tail Wind;
      and

     

    (vii)  the
      execution and delivery to Tail Wind of original signed and notarized copies
      of
      affidavits for judgment by confession, for the accelerated amounts to be due
      hereunder and under the Promissory Note and Convertible Notes, in form and
      substance reasonably acceptable to Tail Wind.

     

    (d)  Obligations
      to Satisfy Conditions.
      Each of
      the Parties covenant and agree to use its best efforts to cause the conditions
      to the obligations of the other to be satisfied in full on or before the
      Deadline.

     

    (e)  Escrow.
      The
      Link Note and Warrant shall be delivered to White Field, Inc. to hold in escrow
      pending release to Eagle at the Effective Time pursuant to the authorization
      (which may be by email) to release furnished by Peter J. Weisman, P.C. on behalf
      of Tail Wind. The items set forth in clauses (i) through (vii) of Section 6(c)
      (with the exception of item (vi), which will be issued and delivered to Tail
      Wind by Arent Fox PLLC on or before the Effective Time) shall be delivered
      to
      Peter J. Weisman, P.C. to hold in escrow pending release to Tail Wind at the
      Effective Time pursuant to the authorization (which may be by email) to release
      furnished by White Field, Inc. on behalf of Eagle. If the Effective Time does
      not occur by the Deadline, all such items and documents shall be promptly
      returned to Eagle and Tail Wind, as the case may be.

     

    7.  Mutual
      Release. In
      consideration of the covenants, agreements and undertakings set forth in this
      Agreement, the Parties agree to the mutual general release set forth in this
      Section 7 (the “Mutual
      Release”),
      such
      Mutual Release to be effective on the date which is ninety-one (91) days
      following the Issuance Date (“Release
      Date”)
      so
      long as no Bankruptcy Event (as defined in the Convertible Notes) has occurred
      prior to such date, except that, under no circumstances will the Mutual Release
      be deemed to cover any claims that may arise under the terms of this Agreement,
      the Promissory Note, the Convertible Notes, or any other document delivered
      in
      connection herewith or therewith. The Mutual Release shall become null and
      void
      if a Bankruptcy Event occurs before the Release Date.

     

    (a)  Release
      of Claims by Eagle/Link.
      Eagle
      and Link each forever generally and completely releases and discharges Tail
      Wind, each of its affiliates and each of its and their directors, officers,
      employees, attorneys and agents, in their corporate, company and individual
      capacities (the “Tail
      Wind Parties”),
      of
      and from any and all claims and demands of every kind and nature, in law, equity
      or otherwise, known and unknown, suspected and unsuspected, disclosed and
      undisclosed, and in particular (but without limitation) of and from all claims
      and demands of every kind and nature, known and unknown, suspected and
      unsuspected, disclosed and undisclosed, for damages, actual, consequential
      and
      exemplary, past, present and future, arising out of or in any way related to
      Eagle's and Link’s dealings with any Tail Wind Party in connection with the
      Transaction Documents or the transactions contemplated thereby, and any and
      all
      claims raised in the Litigation Proceeding.

     

    (b)  Release
      of Claims by Tail Wind.
      Tail
      Wind forever generally and completely releases and discharges Eagle and Link,
      each of their affiliates and each of their directors, officers, employees,
      attorneys and agents, in both their corporate and individual capacities (the
      “Eagle/Link
      Parties”),
      of
      and from any and all claims and demands of every kind and nature, in law, equity
      or otherwise, known and unknown, suspected and unsuspected, disclosed and
      undisclosed, and in particular (but without limitation) of and from all claims
      and demands of every kind and nature, known and unknown, suspected and
      unsuspected, disclosed and undisclosed, for damages, actual, consequential
      and
      exemplary, past, present and future, arising out of or in any way related to
      Tail Wind's dealings with any Eagle/Link Party in connection with the
      Transaction Documents or the transactions contemplated thereby, and any and
      all
      claims raised in the Litigation Proceeding.

     

    (c)  Stay
      and Dismissal of Litigation Proceeding.
      On or
      promptly following the Effective Time, the parties shall cause further
      prosecution of the Litigation Proceeding to be stayed without prejudice until
      the earlier of the Release Date or any Bankruptcy Event. On or promptly
      following the Release Date, the parties shall cause the Litigation Proceeding
      to
      be dismissed with prejudice. Each party shall bear its own attorneys’ fees,
      expenses and costs incurred in connection with the Litigation Proceeding and
      with the settlement contemplated hereby.

     

    8.  Representations
      and Warranties of Eagle and Link. Each
      of
      Eagle and Link represents and warrants to Tail Wind that:

     

    (a)  Authorization/Enforceability.
      Each of
      Eagle and Link has full corporate power and authority and has taken all
      requisite corporate action on the part of each of Eagle and Link, its officers,
      directors and stockholders necessary for (i) the authorization, execution
      and delivery of this Agreement, the Promissory Note and Convertible Notes and
      (ii) the performance of all obligations of Eagle and Link under this Agreement,
      the Promissory Note and the Convertible Notes. This Agreement constitutes a
      legal, valid and binding obligation of Eagle and Link, enforceable against
      Eagle
      and Link in accordance with its terms. Each of the Promissory Note, Convertible
      A Note and Convertible B Note constitutes a legal, valid and binding obligation
      of Eagle, enforceable against Eagle in accordance with its terms.

     

    (b)  Consents.
      The
      execution, delivery and performance by Eagle and Link of this Agreement, the
      Promissory Note and Convertible Notes requires no consent of, action by or
      in
      respect of, or filing with, any Person, except as otherwise contemplated by
      this
      Agreement.

     

    (c)  No
      Breach, Violation or Default.
      The
      execution, delivery and performance by Eagle and Link of this Agreement, the
      Promissory Note and the Convertible Notes will not result in a breach or
      violation of any of the terms and provisions of, or constitute a default under
      (i) any statute, rule, regulation or order of any governmental agency or body
      or
      any court, domestic or foreign, having jurisdiction over Eagle, Link or any
      of
      their subsidiaries or properties, or (ii) any agreement or instrument to which
      Eagle, Link or any of their subsidiaries is a party or by which Eagle, Link
      or
      any subsidiary is bound, or (iii) the Articles of Incorporation or By-Laws
      of
      Eagle or Link.

     

    (d)  Valid
      Issuance of the Shares.
      The
      Settlement Shares, when issued to Tail Wind in accordance with the terms of
      this
      Agreement and the Convertible Notes, will be duly authorized, validly issued,
      fully paid, non-assessable, and free and clear of all liens, claims,
      encumbrances and restrictions (except for restrictions on resale under
      applicable securities laws). 

     

    (e)  Compliance
      with Amex Continued Listing Requirements.
      To
      Eagle’s knowledge, there are no proceedings pending or threatened against Eagle
      relating to the continued listing of the Common Stock on the American Stock
      Exchange (“Amex”)
      and
      Eagle has not received any written notice of the delisting or the possible
      delisting of the Common Stock from Amex within the past six months.

     

    (f)  Solvency.

     

    (i)  The
      execution, delivery and performance by Eagle and Link of this Agreement, the
      Promissory Note and the Convertible Notes and the consummation of the
      transactions contemplated hereby and thereby do not and will not constitute
      (A)
      a fraudulent transfer or conveyance under New York, Texas or other applicable
      state laws relating to fraudulent transfer or conveyance nor (B) a preferential
      transfer under federal or any applicable state bankruptcy or insolvency
      law.

     

    (ii)  Neither
      Eagle nor any of its subsidiaries is subject to any bankruptcy, insolvency
      or
      similar proceeding.

     

    9.  Representations
      and Warranties of Tail Wind.
      Tail
      Wind represents and warrants to Eagle and Link that:

     

    (a)  Authorization/Enforceability.
      Tail
      Wind has full corporate or other power and authority and has taken all requisite
      corporate or other action on the part of Tail Wind, its officers, directors
      and
      stockholders necessary for (i) the authorization, execution and delivery of
      this Agreement and (ii) the performance of all obligations of Tail Wind under
      this Agreement. This Agreement constitutes a valid and legally binding
      obligation of Tail Wind, enforceable against Tail Wind in accordance with its
      terms.

     

    (b)  Consents.
      The
      execution, delivery and performance by Tail Wind of this Agreement requires
      no
      consent of, action by or in respect of, or filing with, any Person, except
      as
      otherwise contemplated by this Agreement.

     

    (c)  No
      Breach, Violation or Default.
      The
      execution, delivery and performance by Tail Wind of this Agreement will not
      result in a breach or violation of any of the terms and provisions of, or
      constitute a default under (i) any statute, rule, regulation or order of any
      governmental agency or body or any court, domestic or foreign, having
      jurisdiction over Tail Wind or any of its properties, or (ii) any agreement
      or
      instrument to which Tail Wind is a party or is bound, or (iii) the
      organizational documents of Tail Wind.

     

    10.  Registration
      and Free Trading of Settlement Shares.

     

    (a)  Certain
      Definitions.
      As used
      in this Agreement, the following terms shall have the following
      meanings:

     

    (i)  “Prospectus”
shall
      mean the prospectus included in any Registration Statement, as amended or
      supplemented by any prospectus supplement, with respect to the terms of the
      offering of any portion of the Registrable Securities covered by such
      Registration Statement and by all other amendments and supplements to the
      prospectus, including post-effective amendments and all material incorporated
      by
      reference in such prospectus.

     

    (ii)  “Register,”
      “registered”
and
      “registration”
refer
      to a registration made by preparing and filing a registration statement or
      similar document in compliance with the Securities Act (as defined below),
      and
      the declaration or ordering of effectiveness of such registration statement
      or
      document.

     

    (iii)  “Registrable
      Securities”
shall
      mean (a) the Settlement Shares (without regard to any limitations on beneficial
      ownership contained in this Agreement or the Convertible Notes) or other
      securities issued or issuable to Tail Wind (i) upon conversion of the
      Convertible Notes, or (ii) upon any distribution with respect to, any exchange
      for or any replacement of such Settlement Shares or Convertible Notes or (iii)
      upon any conversion, exercise or exchange of any securities issued in connection
      with any such distribution, exchange or replacement; (b) securities issued
      or
      issuable upon any stock split, stock dividend, recapitalization or similar
      event
      with respect to the foregoing; and (c) any other security issued as a
      distribution with respect to, in exchange for or in replacement of the
      securities referred to in the preceding clauses.

     

    (iv)  “Registration
      Effectiveness Date”
shall
      mean date on which the initial Registration Statement filed pursuant to this
      Agreement is declared effective by the SEC.

     

    (v)  “Registration
      Period”
shall
      mean the period commencing on the Registration Effectiveness Date and
      terminating upon the earlier of (i) the date on which all Registrable Securities
      have been sold or (ii) the date on which all Registrable Securities may be
      sold
      pursuant to Rule 144(k) promulgated under the Securities Act (or any successor
      provision).

     

    (vi)  “Registration
      Statement”
shall
      mean any registration statement of Eagle filed under the Securities Act that
      covers the resale of any of the Registrable Securities pursuant to the
      provisions of this Agreement, amendments and supplements to such Registration
      Statement, including post-effective amendments, all exhibits and all material
      incorporated by reference in such Registration Statement.

     

    (vii)  “SEC”
shall
      mean the United States Securities and Exchange Commission.

     

    (b)  Registration.

     

    (i)  Registration
      Statements.
      Promptly following the Issuance Date, (but no later than the earlier of (A)
      twenty (20) days after the Issuance Date and (B) January 1, 2007 in the event
      the Issuance Date does not occur by then), Eagle shall prepare and file with
      the
      SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then
      available to Eagle, on such form of registration statement as is then available
      to effect a registration for resale of the Registrable Securities) covering
      the
      resale of the Registrable Securities in an amount equal to 100% of the number
      of
      Shares issued on the Issuance Date plus 120% of the number of Conversion Shares
      issued and issuable upon full conversion of the Convertible Notes at the
      conversion price in effect as of the filing date (without regard to any
      limitations or restrictions on beneficial ownership). In the event any
      Registrable Securities are not covered by the Registration Statement, Eagle
      shall promptly amend such Registration Statement or prepare and file with the
      SEC a new Registration Statement in accordance with the terms hereof in order
      to
      cause such Registrable Securities to be covered by a Registration Statement.
      Without limiting the foregoing, if at any time less than 110% of the number
      of
      Conversion Shares issued and issuable upon full conversion of the Convertible
      Notes (at the then applicable conversion price in effect without regard to
      any
      limitations or restrictions on beneficial ownership) are covered for resale
      by
      an effective Registration Statement, then Eagle shall promptly amend such
      Registration Statement or prepare and file with the SEC a new Registration
      Statement in accordance with the terms hereof in order to cause 175% of the
      number of Conversion Shares issued and issuable upon full conversion of the
      then
      outstanding principal due under the Convertible Notes at the conversion price
      in
      effect as of the filing date (without regard to any limitations or restrictions
      on beneficial ownership) to be covered for resale by one or more Registration
      Statement(s). 

     

    (ii)  Expenses.
      Eagle
      will pay all expenses associated with each registration, but excluding
      discounts, commissions and fees of underwriters, selling brokers, dealer
      managers or similar securities industry professionals.

     

    (iii)  Effectiveness.
      Eagle
      shall use its best efforts to have each Registration Statement declared
      effective as soon as practicable, but in no event later than the earlier of
      (A)
      ninety (90) days after the Issuance Date for the initial Registration Statement
      and sixty (60) days after filing thereof for any subsequent Registration
      Statement, and (B) March 1, 2007 in the event the Issuance Date does not occur
      by January 1, 2007) . In connection therewith, Eagle shall respond to all SEC
      comments on the Registration Statement and file any amendments to the
      Registration Statement as soon as reasonably practicable following any date
      on
      which the SEC furnishes comments to, asks questions of, or requests further
      information from, Eagle or its counsel with respect to the Registration
      Statement or any part thereof or any document incorporated by reference therein.
      After any Registration Statement is declared effective by the SEC, Eagle shall
      use its best efforts to cause such Registration Statement to remain continuously
      effective in accordance with the terms hereof throughout the Registration
      Period; provided,
      however,
      that
      for not more than ten (10) consecutive days and for a total of not more than
      thirty (30) days in any twelve (12) consecutive month period, Eagle may delay
      the disclosure of material non-public information concerning Eagle the
      disclosure of which at the time is not, in the good faith opinion of Eagle,
      in
      the best interests of Eagle (“Permitted
      Blackout”),
      provided, that Eagle shall promptly (a) notify Tail Wind in writing of the
      existence of (but in no event, without Tail Wind’s prior written consent, shall
      Eagle disclose to Tail Wind any of the facts or circumstances regarding)
      material non-public information giving rise to a Permitted Blackout, and (b)
      advise Tail Wind in writing to cease all sales under the Registration Statement
      until the end of the Permitted Blackout.

     

    (c)  Eagle
      Obligations.
      In
      addition to the foregoing, Eagle shall, as expeditiously as
      possible:

     

    (i)  prepare
      and file with the SEC such amendments and post-effective amendments to the
      Registration Statement and the Prospectus as may be necessary to keep the
      Registration Statement effective for the entire Registration Period (subject
      Permitted Blackouts) and to comply with the provisions of the Securities Act
      and
      the Exchange Act with respect to the resale or distribution of all Registrable
      Securities;

     

    (ii)  furnish
      to Tail Wind such number of copies of a Prospectus, including a preliminary
      prospectus, and all amendments and supplements thereto and such other documents
      as Tail Wind may reasonably request in order to facilitate Tail Wind’s
      disposition of the Registrable Securities;

     

    (iii)  
      make
      best efforts to prevent the issuance of any stop order or other suspension
      of
      effectiveness and, if such order is issued, obtain the withdrawal of any such
      order at the earliest possible moment;

     

    (iv)  prior
      to
      any public offering of Registrable Securities, use its best efforts to register
      or qualify or cooperate with Tail Wind and its counsel in connection with the
      registration or qualification of such Registrable Securities for offer and
      sale
      under the securities or blue sky laws of such jurisdictions as Tail Wind
      reasonably requests in writing and do any and all other reasonable acts or
      things necessary or advisable to enable the resale or distribution in such
      jurisdictions of the Registrable Securities covered by the Registration
      Statement, provided that Eagle shall not be required in connection therewith
      or
      as a condition thereto to qualify to do business or to file a general consent
      to
      service of process in any such states or jurisdictions, or to become subject
      to
      any material tax in any such state or jurisdiction where it is not otherwise
      subject;

     

    (v)  make
      best
      efforts to cause all Registrable Securities covered by a Registration Statement
      to be listed on each securities exchange, interdealer quotation system or other
      market on which similar securities issued by Eagle are then quoted or listed;
      and

     

    (vi)  immediately
      notify Tail Wind, at any time when a Prospectus relating to the Registrable
      Securities is required to be delivered under the Securities Act, upon discovery
      that, or upon the happening of any event as a result of which, the Prospectus
      included in such Registration Statement, as then in effect, includes an untrue
      statement of a material fact or omits to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading in
      the
      light of the circumstances then existing, and at the request of Tail Wind,
      promptly prepare and furnish to Tail Wind a reasonable number of copies of
      a
      supplement to or an amendment of such Prospectus as may be necessary so that,
      as
      thereafter delivered to the purchasers of such Registrable Securities, such
      Prospectus shall not include an untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances then
      existing.

     

    (d)  Indemnification.

     

    (i)  Indemnification
      by Eagle.
      Eagle
      agrees to indemnify and hold harmless, to the fullest extent permitted by law,
      Tail Wind, its officers, directors, stockholders and employees and each person
      who controls Tail Wind (within the meaning of the Securities Act) against all
      losses, claims, damages, liabilities, costs (including, without limitation,
      reasonable attorney’s fees) and expenses imposed on such person caused by (i)
      any untrue or alleged untrue statement of a material fact contained in any
      Registration Statement, Prospectus or any preliminary prospectus or any
      amendment or supplement thereto or any omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, except insofar as the same are based upon
      any
      information furnished in writing to Eagle by Tail Wind, expressly for use
      therein, or (ii) any violation by Tail Wind of any federal, state or common
      law,
      rule or regulation applicable to Tail Wind in connection with any Registration
      Statement, Prospectus or any preliminary prospectus, or any amendment or
      supplement thereto, and shall reimburse in accordance with subparagraph (iii)
      below, each of the foregoing persons for any legal and any other expenses
      reasonably incurred in connection with investigating or defending any such
      claims. The foregoing is subject to the condition that, insofar as the foregoing
      indemnities relate to any untrue statement, alleged untrue statement, omission
      or alleged omission made in any preliminary prospectus or Prospectus that is
      eliminated or remedied in any Prospectus or amendment or supplement thereto,
      the
      above indemnity obligations of Eagle shall not inure to the benefit of any
      indemnified party if a copy of such corrected Prospectus or amendment or
      supplement thereto had been made available to such indemnified party and was
      not
      sent or given by such indemnified party at or prior to the time such action
      was
      required of such indemnified party by the Securities Act and if delivery of
      such
      Prospectus or amendment or supplement thereto would have eliminated (or been
      a
      sufficient defense to) any liability of such indemnified party with respect
      to
      such statement or omission. Indemnity under this Section 10(d) shall remain
      in
      full force and effect regardless of any investigation made by or on behalf
      of
      any indemnified party and shall survive the permitted transfer of the
      Registrable Securities.

     

    (ii)  Indemnification
      by Tail Wind.
      In
      connection with any registration pursuant to the terms of this Agreement, Tail
      Wind will furnish to Eagle in writing such information as Eagle reasonably
      requests concerning the Tail Wind or the proposed manner of resale or
      distribution for use in connection with any Registration Statement or Prospectus
      and agrees to indemnify and hold harmless, to the fullest extent permitted
      by
      law, Eagle, its directors, officers, employees, stockholders and each person
      who
      controls Eagle (within the meaning of the Securities Act) against any losses,
      claims, damages, liabilities and expense (including reasonable attorney’s fees)
      resulting from any untrue statement of a material fact or any omission of a
      material fact required to be stated in the Registration Statement or Prospectus
      or preliminary prospectus or amendment or supplement thereto or necessary to
      make the statements therein not misleading, to the extent, but only to the
      extent that such untrue statement or omission is contained in any information
      furnished in writing by Tail Wind to Eagle specifically for inclusion in such
      Registration Statement or Prospectus or amendment or supplement thereto and
      that
      such information was substantially relied upon by Eagle in preparation of the
      Registration Statement or Prospectus or any amendment or supplement thereto.
      In
      no event shall the liability of Tail Wind be greater in amount than the dollar
      amount of the proceeds (net of all expenses paid by any holder of Registrable
      Securities and the amount of any damages such holder has otherwise been required
      to pay by reason of such untrue statement or omission) received by such holder
      of Registrable Securities upon the sale of the Registrable Securities included
      in the Registration Statement giving rise to such indemnification
      obligation.

     

    (iii)  Conduct
      of Indemnification Proceedings.
      Any
      person entitled to indemnification hereunder shall (i) give prompt notice to
      the
      indemnifying party of any claim with respect to which it seeks indemnification
      and (ii) permit such indemnifying party to assume the defense of such claim
      with
      counsel reasonably satisfactory to the indemnified party; provided that any
      person entitled to indemnification hereunder shall have the right to employ
      separate counsel and to participate in the defense of such claim, but the fees
      and expenses of such counsel shall be at the expense of such person unless
      (a)
      the indemnifying party has agreed to pay such fees or expenses, or (b) the
      indemnifying party shall have failed to assume the defense of such claim and
      employ counsel reasonably satisfactory to such person or (c) in the reasonable
      judgment of any such person, based upon written advice of its counsel, a
      conflict of interest exists between such person and the indemnifying party
      with
      respect to such claims (in which case, if the person notifies the indemnifying
      party in writing that such person elects to employ separate counsel at the
      expense of the indemnifying party, the indemnifying party shall not have the
      right to assume the defense of such claim on behalf of such person); and
      provided, further, that the failure of any indemnified party to give notice
      as
      provided herein shall not relieve the indemnifying party of its obligations
      hereunder, except to the extent that such failure to give notice shall
      materially adversely affect the indemnifying party in the defense of any such
      claim or litigation. It is understood that the indemnifying party shall not,
      in
      connection with any proceeding in the same jurisdiction, be liable for fees
      or
      expenses of more than one separate firm of attorneys at any time for all such
      indemnified parties. No indemnifying party will, except with the consent of
      the
      indemnified party, consent to entry of any judgment or enter into any settlement
      that does not include as an unconditional term thereof the giving by the
      claimant or plaintiff to such indemnified party of a release from all liability
      in respect of such claim or litigation.

     

    (iv)  Contribution.
      If for
      any reason the indemnification provided for in the preceding paragraphs (i)
      and
      (ii) is unavailable to an indemnified party or insufficient to hold it harmless,
      other than as expressly specified therein, then the indemnifying party shall
      contribute to the amount paid or payable by the indemnified party as a result
      of
      such loss, claim, damage or liability in such proportion as is appropriate
      to
      reflect the relative fault of the indemnified party and the indemnifying party,
      as well as any other relevant equitable considerations. No person guilty of
      fraudulent misrepresentation within the meaning of Section 11(f) of the
      Securities Act shall be entitled to contribution from any person not guilty
      of
      such fraudulent misrepresentation. In no event shall the contribution obligation
      of a holder of Registrable Securities be greater in amount than the dollar
      amount of the proceeds (net of all expenses paid by such holder and the amount
      of any damages such holder has otherwise been required to pay by reason of
      such
      untrue or alleged untrue statement or omission or alleged omission) received
      by
      it upon the sale of all the Registrable Securities sold by such indemnified
      party which were covered by the relevant Registration Statement or Prospectus
      contained therein.

     

    (e)  Effectiveness
      Default.
      If (i)
      the Registration Statement covering Registrable Securities is not declared
      effective by the SEC within ninety (90) days following the Issuance Date (or
      sixty (60) days following the filing of any subsequent Registration Statement,
      or the fifth day following the date on which Eagle is notified by the SEC that
      any Registration Statement will not be reviewed or is no longer subject to
      further review and comments, or March 1, 2007 in the event the Issuance Date
      does not occur prior to January 1, 2007), (ii) after the Registration
      Effectiveness Date, sales cannot be made pursuant to such Registration Statement
      for any reason (including without limitation by reason of a stop order, or
      Eagle’s failure to update the Registration Statement), other than pursuant to a
      Permitted Blackout, or (iii) the Registrable Securities specifically are not
      listed or included for quotation on the American Stock Exchange, the New York
      Stock Exchange, the Nasdaq National Market, the Nasdaq Capital Market or the
      OTC
      Bulletin Board, or trading of the Common Stock is suspended or halted thereon
      for more than three (3) hours (any such default under (i), (ii) or (iii)
      constituting an “Effectiveness
      Default”),
      then
      Eagle will pay Tail Wind as liquidated damages and not as a penalty, an amount
      equal to 2% of the product of the number of Registrable Securities (whether
      issued or not) as of the date of such Effectiveness Default times the closing
      price of the Common Stock on the Principal Market on the date of such
      Effectiveness Default, for each month (or portion thereof) following the
      Effectiveness Default during which any of the events described in (i), (ii)
      or
      (iii) above occurs and is continuing, which amount shall be payable at the
      end
      of each such month and upon termination of the Effectiveness Default. Such
      payments shall be in partial compensation to Tail Wind, and shall not constitute
      Tail Wind’s exclusive remedy for such events.

     

    (f)  Rule
      144.
      Without
      limiting anything contained in this Agreement, in the event that any of the
      Settlement Shares constitute “restricted securities” under and as defined in
      Rule 144 of the Securities Act, Eagle agrees that (i) for purposes of
      determining the holding period under Rule 144 of the Securities Act, for
      Conversion Shares issued upon conversion of the Convertible Notes, based on
      all
      facts presently known to Eagle, Eagle shall take the position that the holding
      period of Tail Wind for such Conversion Shares shall be tacked to the holding
      period of Tail Wind for the Convertible Notes, and (ii) it shall make publicly
      available on a timely basis the information necessary to enable Rule 144 under
      the Securities Act to be available for resale of the Settlement
      Shares.

     

    (g)  No
      Action Letter. Eagle
      understands that Tail Wind may request (“Request”)
      from
      the Division of Corporation Finance of the SEC a “no action letter”
(“No
      Action Letter”)
      to the
      effect that (i) such Division will not recommend enforcement if Eagle issues
      the
      Settlement Shares to Tail Wind without registration under the Securities Act
      and
      (ii) Tail Wind may resell the Settlement Shares received by it without
      registration under the Securities Act and without regard to Securities Act
      Rules
      144 or 145(c) and (d). Eagle agrees to cooperate with Tail Wind in connection
      with any such Request, including without limitation taking any and all actions
      and executing any and all documents reasonably requested by Tail Wind in
      connection with any such Request. Eagle shall take not any position inconsistent
      with the position contained in any such Request. Based on all facts presently
      known to Eagle, Eagle agrees (i) that Tail Wind has never been, is not
      currently, and immediately following execution hereof will not be, an affiliate
      of or affiliated with Eagle in any manner or way whatsoever, and (ii) Tail
      Wind
      shall not in the future constitute an affiliate of or be affiliated with Eagle
      in any manner or way whatsoever so long as its sole relationship with Eagle
      continues to be as a holder of the Settlement Shares, Promissory Note and
      Convertible Notes and a Party to this Agreement. Eagle shall not take or assert
      any position inconsistent with the foregoing clauses (i) and (ii).
      Notwithstanding the provisions of this Section 10(g), in the event that the
      staff of the SEC disagrees with Eagle’s interpretation that Tail Wind is not an
      affiliate of Eagle, Eagle will comply with the SEC’s interpretation and take any
      necessary steps to remain in compliance with any applicable securities
      laws.

     

    (h)  Legends.
      Promptly
      following the earliest of (a) the Registration Effectiveness Date, (b) the
      date
      on which Rule 144(k) under the Securities Act becomes available with respect
      to
      the Registrable Securities, or (c) the date on which Eagle and/or Tail Wind
      receives a No Action Letter, Eagle shall promptly cause certificates evidencing
      the Settlement Shares previously issued to be replaced with certificates which
      do not bear such restrictive legends, and Conversion Shares subsequently issued
      shall not bear such restrictive legends. In the event that Eagle does not issue
      new, unlegended certificates in replacement of the legended certificates as
      required under this Section 10(h) within 10 business days of a written request
      to do so, or if any subsequently issued Conversion Shares are issued with
      restrictive legends when unlegended certificates are required under this Section
      10(h), Eagle shall be liable to Tail Wind (or subsequent holder thereof) for
      damages in an amount of $1,000 cash for each such day beyond the replacement
      date (or issuance date, in the case of newly converted Convertible Notes) that
      such unlegended certificates are not issued and delivered to Tail Wind (or
      subsequent holder).

     

    11.  Arbitration.
      Any
      and
      all disputes arising from or in connection with this Agreement (excluding
      matters pertaining to the Promissory Note or Conversion Notes subject to the
      confession of judgment described in Section 12 below), whether based on
      contract, tort, common law, equity, statute, regulation, order or otherwise
      (“Disputes”),
      including Disputes arising in connection with claims by third persons, shall
      be
      exclusively governed by and settled in accordance with the provisions of this
      Section 11; provided, that the foregoing shall not preclude equitable or other
      judicial relief to enforce the provisions of this Section 11 or to preserve
      the
      status quo pending resolution of Disputes hereunder.

     

    (a)  Binding
      Arbitration.
      The
      Parties hereby agree to submit all Disputes to arbitration for final and binding
      resolution. Either Party may initiate such arbitration by delivery of a demand
      therefor (the “Arbitration
      Demand”)
      to the
      other Party. The arbitration shall be conducted in New York, New York by a
      sole
      arbitrator selected by agreement of the parties not later than 10 days after
      delivery of the Arbitration Demand, or, failing such agreement, appointed
      pursuant to the Commercial Arbitration Rules of the American Arbitration
      Association, as amended from time to time (the “AAA
      Rules”).
      If
      the arbitrator becomes unable to serve, his successor(s) shall be similarly
      selected or appointed.

     

    (b)  Procedures.
      The
      arbitration shall be conducted pursuant to the Federal Arbitration Act and
      such
      procedures as the parties may agree or, in the absence of or failing such
      agreement, pursuant to the AAA Rules. Notwithstanding the foregoing (i) each
      party shall provide to the other, reasonably in advance of any hearing, copies
      of all documents that a party intends to present in such hearing; (ii) all
      hearings shall be conducted on an expedited schedule; and (iii) all proceedings
      shall be confidential, except that either party may at its expense make a
      stenographic record thereof.

     

    (c)  Timing.
      The
      arbitrator shall complete all hearings not later than 90 days after his or
      her
      selection or appointment, and shall make a final award not later than 30 days
      thereafter. The arbitrator shall apportion all costs and expenses of the
      arbitration, including the arbitrator's fees and expenses and fees and expenses
      of experts (“Arbitration
      Costs”),
      between the prevailing and non-prevailing party as the arbitrator shall deem
      fair and reasonable. In circumstances where a Dispute has been asserted or
      defended against on grounds that the arbitrator deems manifestly unreasonable,
      the arbitrator may assess all Arbitration Costs against the non-prevailing
      party
      and may include in the award the prevailing party's attorney's fees and expenses
      in connection with any and all proceedings under this Section 11.

     

    12.  Payment
      Set Aside.
      To the
      extent that Eagle makes a payment or payments to Tail Wind pursuant to this
      Agreement, the Promissory Note or the Convertible Notes (whether is cash, Common
      Stock or otherwise) or Tail Wind enforces or exercises its rights hereunder
      or
      thereunder, and such payment or payments or the proceeds of such enforcement
      or
      exercise or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside, recovered from, disgorged by or are
      required to be refunded, repaid or otherwise restored to Eagle, a trustee,
      receiver or any other person under any law (including, without limitation,
      any
      bankruptcy or insolvency law, state or federal law, common law or equitable
      cause of action), then to the extent of any such restoration the obligation
      or
      part thereof originally intended to be satisfied shall be revived and continued
      in full force and effect as if such payment had not been made or such
      enforcement or setoff had not occurred.

     

    13.  Confidentiality.
      The
      Parties agree to
      maintain as confidential and not disclose the existence of, or the terms or
      conditions of, this Agreement (other than to its agents or representatives
      which
      shall keep same confidential), except to the extent required to be disclosed
      pursuant to law or legal process and except to the extent required to be
      disclosed in an SEC filing, provided
      however,
      that
      (a) Eagle agrees to timely file any and all such documents and exhibits as
      may
      be required under the Securities Act or the Exchange Act in connection with
      the
      execution of this Agreement and the transactions contemplated hereby, and (b)
      Eagle shall in any event, prior to the issuance of any Settlement Shares,
      publicly disclose sufficient information concerning the terms and conditions
      of
      this Agreement such that Tail Wind is not in possession of any material
      non-public information concerning Eagle. Eagle represents, warrants agrees
      that
      (i) it has not provided to Tail Wind any material non-public information
      concerning Eagle (other than the existence of this Agreement), and (ii) it
      will
      not furnish to Tail Wind any material non-public information concerning Eagle
      without Tail Wind’s prior written consent.

     

    14.  Miscellaneous.

     

    (a)  Listing.
      Eagle
      shall use its reasonable efforts to continue the uninterrupted listing of its
      Common Stock on Amex and to comply in all material respects with Eagle’s
      reporting, filing and other obligations under the rules of Amex while any
      Shares, Conversion Shares or either of the Convertible Notes are
      outstanding.

     

    (b)  No
      Conflicting Agreements.
      Eagle
      will not, and will not permit its subsidiaries to, take any action, enter into
      any agreement or make any commitment that would conflict or interfere in any
      material respect with the obligations to Tail Wind hereunder or under the
      Promissory Note or Convertible Notes.

     

    (c)  Successors
      and Assigns.
      Neither
      this Agreement nor the respective obligations of the Parties hereunder may
      be
      assigned by either Party without the prior written consent of the other Parties
      (provided that the registration provisions contained in Section 10 may be
      assigned to any transferee of the Convertible Notes or the Registrable
      Securities (excluding transferees receiving Settlement Shares sold pursuant
      to a
      Registration Statement) without such prior consent. The terms and conditions
      of
      this Agreement shall inure to the benefit of and be binding upon the respective
      successors and permitted assigns of the Parties.

     

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

     

    (e)  Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    (f)  Notices.
      Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given only upon delivery
      to
      each Party to be notified by (i) personal delivery, (ii) facsimile transmission,
      or (iii) internationally recognized overnight air courier, addressed to the
      Party to be notified at the address as follows, or at such other address as
      such
      Party may designate by ten days' advance written notice given hereunder to
      the
      other Party:

     

    If
      to
      Eagle or Link:

    


    Eagle
      Broadband, Inc.

    101
      Courageous Drive

    League
      City, TX 77573 

    Attn:
      Jeff Adams, Corporate Counsel

    Telephone: (281)
      538-6000

    Facsimile: (281)
      538-4730

    


    with
      a
      copy to:

    


    Bryan
      J.
      Sinclair, Esq.

    White
      Field, Inc.

    3723
      Haven Ave., #102

    Menlo
      Park, CA 94025

    Telephone: (650)
      261-1701 

    Facsimile: (650)
      249-1943 

    


    If
      to
      Tail Wind:

    


    The
      Tail
      Wind Fund Ltd.

    c/o
      Tail
      Wind Advisory and Management Ltd.

    One
      Regent Street, 1st Floor

    London
      SW1Y 4NS England

    Attn: David
      Crook

    Telephone: 44-207-468-7660

    Facsimile: 44-207-468-7657

    


    with
      a
      copy to:

    


    Peter
      J.
      Weisman, P.C.

    335
      Madison Avenue, Suite 1702

    New
      York,
      New York 10017

    Telephone: (212)
      418-4792

    Facsimile: (212)
      318-8855

    


    (g)  Amendments
      and Waivers.
      Any
      term of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of Eagle and
      Tail
      Wind.

     

    (h)  Entire
      Agreement.
      This
      Agreement, the Promissory Note and the Convertible Notes constitute the entire
      agreement between Eagle, Link and Tail Wind with respect to the subject matter
      hereof and thereof, and supersede all prior agreements and understandings,
      both
      oral and written, between the parties with respect to the subject matter hereof
      and thereof.

     

    (i)  Further
      Assurances.
      The
      Parties shall execute and deliver all such further instruments and documents
      and
      take all such other actions as may reasonably be required to carry out the
      transactions contemplated hereby and to evidence the fulfillment of the
      agreements herein contained.

     

    (j)  Applicable
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York without regard to principles of conflicts of
      laws.

     

    


    [signature
      page follows]

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Agreement to be executed and delivered as of the date
      hereof.

    


    


    EAGLE
      BROADBAND, INC.

    


    


    


    By: /s/
      David Micek    

    David
      Micek

    President

    


    


    LINK
      TWO COMMUNICATIONS, INC.

    By:
      Eagle
      Broadband, Inc., sole shareholder

    


    


    By:
       /s/
      David Micek   

    Name: David
      Micek

    Title: President
      of Eagle Broadband, Inc.,  sole
      shareholder

    


    


    THE
      TAIL WIND FUND LTD.

    By: TAIL
      WIND
      ADVISORY AND

    MANAGEMENT
      LTD., as investment

    manager

    


     

    By:
       /s/
      David Crook   

    David
      Crook

    CEO