Exhibit 10.14


    Employment
      Resignation Agreement and Release

    


    


    This
      Employment Resignation Agreement and Release (the “Agreement”) is entered into
      effective as of January 3, 2006, between Eagle Broadband, Inc. (the “Company”)
      and Eric Blachno (the “Employee”).

    


    1. Purpose
      of Agreement.
      The
      purpose of this Agreement is to accept Employee’s resignation, set forth the
      terms of the Employee’s severance from employment with the Company, to resolve
      fully any and all obligations arising out of his employment and severance from
      employment, and to protect the Company’s legitimate interest in maintaining the
      confidentiality of information pertaining to its business plans and operations
      known to, or possessed by, the Employee.

    


    2. Resignation
      from Employment and Termination of Employment Agreement.

    


    A. Employee
      hereby resigns as an employee of the Company effective January 3, 2006 (the
      “Resignation Date”). The Company accepts Employee’s resignation, under the terms
      further described herein, and waives only any requirement or time period for
      notice thereof so that the same may be effective on the agreed Resignation
      Date.

    


    B. The
      Company and Employee jointly agree that, as of the Resignation Date, the
      Employment Agreement of November 8, 2004 between the parties shall become null
      and void, with the sole exception of Employee’s obligation, under the Employment
      Agreement and at common law, to protect the Company’s confidential and
      proprietary information and to return all of the Company’s property, documents
      and information shared with Employee, as more fully set forth in Sections 4.1
      through 4.3 of the Employment Agreement.

    


    C. 
      The
      Company and Employee further jointly agree that, as of the Resignation Date,
      each party’s obligations under the Employment Agreement of November 8, 2004
      have, with the exception of the continuing obligations set forth in Sections
      4.1
      through 4.3 of the Employment Agreement, been fully satisfied.

    


    3. Consideration
      and Severance.

    


    A. In
      consideration of the Employee’s prior service to the Company, the release of all
      claims that may exist against the Company in connection with his employment
      as
      more specifically set forth below in Section 6, and the Employee’s performance
      of or compliance with the obligations set forth below in Section 4, and
      provided that the Employee complies with all other terms and conditions of
      this
      Agreement and the continuing obligations set forth in Sections 4.1 through
      4.3
      of the Employment Agreement, the Company agrees that:

     

    
      i. The
        Company will pay Employee six (6) months of additional compensation, equal
        to
        $100,000.03, which will be paid according to the following schedule. The
        payment
        dates listed below represent the Company’s normal “paydays” and the payments
        will be made to Employee via direct deposit, if possible. The following payments
        do not include any amounts related to Employee’s final paycheck for the pay
        period beginning on December 26, 2005, and ending on the Resignation
        Date.

       

      
        
          	
                   Payday

                	 	
                  Amount 

                
	 January 12, 2006	 	$	
                   30,769.24

                
	 March 9, 2006	 	 	
                    7,692.31

                
	 March 23, 2006	 	 	
                  7,692.31

                
	 April 6, 2006	 	 	
                  7,692.31

                
	 April 20, 2006	 	 	
                  7,692.31

                
	 May 4, 2006	 	 	
                  7,692.31

                
	 May 18, 2006	 	 	
                  7,692.31

                
	 June 1, 2006	 	 	
                  7,692.31

                
	 June 15, 2006	 	 	
                  7,692.31

                
	 June
                  29, 2006	 	 	
                  7,692.31

                
	 Total	 	 	
                   100,000.03

                


        

      

       

      
         

      

      

        Employee
          acknowledges and agrees that the foregoing payments will be subject to
          all
          legally required state and federal tax deductions and withholdings;

        


        ii. In
          addition to the foregoing payments, the Company will provide Employee a
          one-time
          payment of $4,102.18, which the Company and Employee agree is the total
          value of
          Employee’s accrued and unused vacation time of 42.66 hours as of the Resignation
          Date. Such payment will be made on January 12, 2006, together with the
          first
          payment listed above. Employee acknowledges and agrees that this payment
          shall
          be subject to all legally required state and federal tax deductions and
          withholdings. Employee further acknowledges and agrees that he is not entitled
          to, and will not be paid, for any other type of compensatory, sick or other
          accrued “time off”;

        


        iii. Employee
          will be reimbursed at the rate of $208 per month for health care and dental
          insurance premiums covering the period beginning January 4, 2006, and ending
          June 30, 2006. Employee understands and agrees that he will be responsible
          for
          payment of such premiums, and that the Company will promptly reimburse
          Employee
          at the abovementioned rate upon receiving a copy of the premium invoice
          from
          Employee.

        


        B. Employee
          acknowledges that the rights and payments provided in
          Section 3:

        


        i. represent
          valuable consideration not otherwise required to be paid or provided by
          the
          Company in connection with the cessation of his employment and that his
          release
          of claims within Section 6 and his agreement to comply with the obligations
          of this Agreement, including those listed in Section 4 of this agreement,
          are
          provided in return for this consideration;

        


        ii. exceed,
          and therefore shall be in lieu of, any and all claims for additional severance
          pay, wages, bonus, salary, and sick leave pay or other compensation, or
          benefits, or claims of damages he may have as of his Resignation Date
          except the rights Employee may have to obtain continued insurance coverage
          under
          COBRA;

      

       

                     
        iii. arise
        solely out of the terms of this Agreement and are not part or evidence of
        any
        Company severance pay plan or other prior legal obligation of the
        Company;

      
        


        iv. are
          subject to Employee’s compliance with all of his obligations hereunder,
          including but not limited to, the confidentiality, non-solicitation and
          the
          other obligations of Employee provided in Section 4 hereof;
          and

        


        C. The
          Company acknowledges that its promises contained in this Agreement are
          for good
          and valuable consideration.

        


        4. Confidentiality,
          Non-Solicitation; Non-Disparagement and Cooperation.

        


        A. Definitions.
          For
          purposes of this Agreement, “Confidential Information” means any information,
          knowledge or data of any nature and in any form (including information
          that is
          electronically transmitted or stored on any form of magnetic or electronic
          storage media) relating to the past, current or prospective business or
          operations of the Company that, at the time or times concerned, is not
          generally
          known to persons engaged in businesses similar to those conducted or
          contemplated by the Company, (but includes such information known by such
          persons through a violation of an obligation of confidentiality to the
          Company),
          whether produced by the Company or any of their consultants, agents or
          independent contractors or by Employee, and whether or not marked confidential
          including, without limitation, information relating to the Company’s services,
          business plans, business acquisitions, processes, research and development
          methods or techniques, training methods and other operational methods or
          techniques, quality assurance procedures or standards, operating procedures,
          files, plans, specifications, proposals, drawings, charts, graphs, support
          data,
          trade secrets, purchasing methods or practices, distribution and selling
          activities, consultants’ reports, marketing and engineering or other technical
          studies, maintenance records, employment or personnel data, marketing data,
          strategies or techniques, financial reports, budgets, projections, cost
          analyses, price lists, formulae and analyses, employee lists, proprietary
          computer software, and internal notes and memoranda relating to any of
          the
          foregoing.

        


        B. Confidentiality.
          Employee agrees, generally not to violate the confidentiality of the
          Company which he obtained during his employment and, in this regard,
          specifically agrees:

        


        i. not
          to
          communicate, divulge or make available to any person or entity (other than
          the
          Company) any Confidential Information which shall have been obtained by
          Employee
          during Employee’s employment, except upon the prior written authorization of the
          Company or as may be required by law or legal process; and

        


        ii. to
          deliver promptly to the Company any Confidential Information in his
          possession, including any duplicates thereof and any notes or other records
          Employee has prepared with respect thereto. In the event that the provisions
          of
          any applicable law or the order of any court would require Employee to
          disclose
          or otherwise make available any Confidential Information, Employee shall
          give
          the Company prompt prior written notice of such required disclosure and
          an
          opportunity to contest the requirement of such disclosure or apply for
          a
          protective order with respect to such Confidential Information by appropriate
          proceedings.

         

        

          C. Employee
            will not, for a period of one year immediately following the Resignation
            Date,
            directly or indirectly, call upon any person who is, at that time, an
            employee
            of the Company for the purpose or with the intent of enticing such employee
            away
            from or out of the employ of the Company.

          


          D. Employee
            agrees not to make any public or private remarks disparaging the conduct
            or
            character of the Company, or any of its parents or their affiliates,
            agents,
            employees, officers, directors, successors or assigns. The Company agrees
            that
            its officers and directors will not make any public or private statement
            that
            disparages the Employee. If the Company is contacted regarding Employees’
employment with the Company, the Company will verify dates of employment,
            positions held and last salary and will confirm that Employee’s employment ended
            by Employee’s resignation.

          


          5. Injunctive
            Relief.
            Employee acknowledges that a breach by Employee of Section 4 of this
            agreement
            would cause immediate and irreparable harm to the Company for which an
            adequate
            monetary remedy does not exist; hence, Employee agrees that in the event
            of a
            breach or threatened breach by Employee of the provisions of Section
            4 of this
            Agreement, the Company shall be entitled to injunctive relief restraining
            Employee from such violation without the necessity of proof of actual
            damage or
            the posting of any bond, except as required by non-waivable, applicable
            law.
            Nothing herein, however, shall be construed as prohibiting the Company
            from
            pursuing any other remedy at law or in equity to which the Company may
            be
            entitled under applicable law in the event of a breach or threatened
            breach of
            this Agreement by Employee, including, without limitation the recovery
            of
            damages and/or costs and expenses, such as reasonable attorneys’ fees, incurred
            by the Company as a result of any such breach. In addition to the exercise
            of
            the foregoing remedies, the Company shall have the right upon the occurrence
            of
            any such breach to cancel any unpaid benefits or severance otherwise
            due to
            Employee. In particular, Employee acknowledges that the payments and
            benefits
            provided hereunder are conditioned upon Employee fulfilling any confidentiality,
            return of property, non-disparagement, cooperation or non-solicitation
            covenants
            contained in this Agreement. In the event Employee shall at any time
            materially
            breach any confidentiality, return of property, non-disparagement, cooperation,
            non-competition or non-solicitation obligations contained in this Agreement,
            the
            Company may suspend or eliminate all payments and benefits under Section 4
            during the period of such breach. Employee acknowledges that any such
            suspension
            or elimination of payments and benefits would be an exercise of the Company’s
            right to suspend or terminate its performance hereunder upon Employee’s breach
            of this Agreement; such suspension or elimination of payments would not
            constitute, and should not be characterized as, the imposition of liquidated
            damages.

          


          6. Waiver
            and Release by Employee.
            In
            consideration of the Company’s agreement to enter into and to provide the terms
            of this Agreement, Employee hereby and forever, irrevocably and unconditionally,
            waives and releases any and all rights, claims and causes of action against
            the
            Company of whatever kind or nature, known or unknown, asserted or unasserted,
            that may have arisen prior to or that may exist as of the date of Employee’s
            execution and acceptance of this Agreement. It is expressly understood
            and
            agreed that the claims covered by Employee’s release include, but are not
            limited to, any and all claims or rights arising or that could be asserted
            under
            any statutory or common law theory including, but not limited to, Title
            VII of
            the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment
            Act of 1967, as amended, including the Older Workers Benefit Protection
            Act of
            1990; the Civil Rights Act of 1866, as amended; the Civil Rights Act
            of 1991;
            the Americans with Disabilities Act of 1990; the Workers Adjustment and
            Retraining Notification Act of 1988; the Pregnancy Discrimination Act
            of 1978;
            the Employee Retirement Income Security Act of 1974, as amended; the
            Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; the
            Family
            and Medical Leave Act of 1993; the Fair Labor Standards Act; the Occupational
            Safety and Health Act; the Texas Labor Code; claims in connection with
            workers’
compensation or “whistle blower” statutes; claims in contract, tort, defamation,
            slander, wrongful termination; or claims under any other federal, state,
            or
            local statute, law, rule or regulation. In addition, it is understood
            and agreed
            that, by this Agreement, Employee waives any claims he may have against
            the
            Company based on any other theory of liability, statutory or non-statutory,
            in
            contract or in tort, including, but not limited to, claims for wrongful
            or
            constructive discharge, breach of any express or implied employment contract
            or
            agreement, breach of any covenant of good faith and fair dealing, fraud,
            defamation, or any personal or emotional injury. It is further understood
            and
            agreed that the parties covered by Employee’s release include the Company’s
            present and former shareholders, officers, directors, employees, agents,
            insurers, assigns, predecessors, and successors, and that any reference
            to the
            Company in this Agreement is understood to include all of the foregoing
            persons
            or entities.

          


          Employee
            represents he has not filed, and will not in the future file, participate
            in, or
            cause to be filed on his behalf, any action, lawsuit, claim or charge
            against
            the Company with any state or federal court, or local, state, or federal
            agency,
            arising out of or related to his Employment Agreement or his employment
            with the
            Company, or the cessation of such employment.

          


          If
            any
            state or federal agency assumes jurisdiction of any complaint, charge
            or
            grievance arising out of the Employment Agreement, employment or cessation,
            Employee will direct the agency to withdraw from the matter and Employee
            will
            not cooperate or participate in any investigation or prosecution of any
            matter
            or action, except to the extent specifically required by subpoena or
            law. 
Employee further specifically waives any right he may have to collect
            damages or
            other compensation as a result of any such complaint, charge or
            grievance.

          


          7. Review
            and Consultation; Information Provided to Employee.
            It is
            understood and agreed that Employee has entered into and executed this
            Agreement
            voluntarily and that such execution by Employee is not based upon any
            representations or promises of any kind made by the Company or any of
            its
            representatives, except as expressly written in this Agreement. Employee
            further
            acknowledges that he has read and fully understands each paragraph of
            this
            Agreement, that he was advised in writing by the Company to consult with
            an
            attorney prior to executing this Agreement, and that he has availed himself
            of
            legal or other counsel to the full extent he desires before deciding
            whether to
            enter into this binding agreement.

          


          Employee
            also acknowledges that has considered this Agreement to the full extent
            that he
            desires. Employee agrees that this Agreement is valid, fair, adequate
            and
            reasonable, is with his full knowledge and consent, was not procured
            through fraud, duress or mistake and has not had the effect of misleading,
            misinforming or failing to inform him.

          


          Employee
            acknowledges that payments and benefits under this Agreement are not
            an
            admission by the Company that it engaged in any wrongful or unlawful
            act, that
            it violated any federal or state law or regulation or that it otherwise
            owes
            Employee any of the payments or other consideration offered herein. 
Employee acknowledges that the Company and Employee contemplate an unequivocal,
            complete and final dissolution of the employment relationship. Employee
            acknowledges that this Agreement does not create any right on his part to
            be rehired by the Company and Employee hereby waives any right to future
            employment by the Company.

          


          Finally,
            Employee agrees and acknowledges that the consideration provided under
            this
            Agreement is in addition to any other payments, benefits or other things
            of
            value to which he is entitled and that he would not be entitled to any
            of the
            consideration provided under this Agreement, in the absence of his
            acceptance of these terms and execution of this Agreement.

          


          8. Binding
            Effect.

          


          A. This
            Agreement shall be binding upon, and inure to the benefit of, the Company
            and
            any of its successors or assigns.

          


          B. This
            Agreement is personal to the Employee and shall not be assignable by
            the
            Employee without the express, written consent of the Company (there being
            no
            obligation to give such consent) other than such rights or benefits as
            are
            transferred by will or the laws of descent and distribution.  Any and all
            payments required under this agreement shall cease upon Employee’s death and do
            not inure to the benefit of his estate, trust or any heirs, except as
            specifically required by law.

          


          C. The
            Company shall require any successor to or assignee of (whether direct
            or
            indirect, by purchase, merger, consolidation or otherwise) all or substantially
            all of the assets or businesses of the Company (i) to assume
            unconditionally and expressly this Agreement, and (ii) to agree to perform
            all of the obligations under this Agreement in the same manner and to
            the same
            extent as would have been required of the Company had no assignment or
            succession occurred, such assumption to be set forth in a writing reasonably
            satisfactory to the Employee. In the event of any such assignment or
            succession,
            the term “Company” as used in this Agreement shall refer also to such successor
            or assignee.

          


          9. Notices.
            All
            notices provided for or required hereunder must be in writing and shall
            be
            deemed to have given upon receipt of delivery by: (a) hand (against a
            signed receipt therefor), (b) certified mail, postage prepaid, return
            receipt requested, (c) a nationally recognized overnight courier service
            (against a signed receipt therefor) or (d) fax transmission with
            confirmation of proper receipt. All such notices must be addressed as
            follows:


           

                 
                If to the Company, to:

                 
                Jeff Adams, Corporate Counsel

                      Eagle
            Broadband, Inc.

                      101
            Courageous Drive

                      League
            City, Texas 77573

          


           
                      If to the Employee,
            to:

          Eric
            Blachno

          1700
            Main
            St., #7B

          Houston,
            Texas 77002

          


          or
            such
            other address as to which any party hereto may have notified the other
            in
            writing.

          


          10. Governing
            Law and Mandatory Venue.
            This
            Agreement shall be construed and enforced in accordance with and governed
            by the
            internal laws of the State of Texas without regard to principles of conflict
            of
            laws. The Company and Employee expressly agree that the sole and exclusive
            venue
            for any action to construe or enforce this Agreement shall be within
            Harris
            County, Texas and that no action may be brought or maintained in any
            other
            venue.

          


          11. Severability.
            If any
            term or provision of this Agreement or the application thereof to any
            person or
            circumstance, shall at any time or to any extent be invalid, illegal
            or
            unenforceable in any respect as written, Employee and the Company intend
            that
            any court construing this Agreement shall modify or limit such provision
            temporally, spatially or otherwise so as to render it valid and enforceable
            to
            the fullest extent allowed by law. Any such provision that is not susceptible
            of
            such reformation shall be ignored so as to not affect any other term
            or
            provision hereof, and the remainder of this Agreement, or the application
            of
            such term or provision to persons or circumstances, other than those
            as to which
            it is held invalid, illegal or unenforceable, shall not be affected thereby
            and
            each term and provision of this Agreement shall be valid and enforced
            to the
            fullest extent permitted by law.

          


          12. Waiver
            of Breach.
            The
            waiver by either party of a breach of any provision of this Agreement
            shall not
            operate or be construed as a waiver of any subsequent breach
            thereof.

          


          13. Remedies
            Not Exclusive.
            No
            remedy specified herein shall be deemed to be such Company and Employee’s
            exclusive remedy, and accordingly, in addition to all of the rights and
            remedies
            provided for in this Agreement, the Company and Employee shall have all
            other
            rights and remedies provided to them by applicable law, rule or
            regulation.

          


          14. Survival.
            The
            rights and obligations of the Company and Employee contained in this
            Agreement
            shall survive the termination of the Agreement. Following the Resignation
            Date,
            each party shall have the right to enforce all rights, and shall be bound
            by all
            obligations, of such party that are continuing rights and obligations
            under this
            Agreement.

          


          


          /s/
            Eric Blachno    

          ERIC
            BLACHNO

          


          EAGLE
            BROADBAND, INC.

          


          


          By:/s/
            David Micek    

          Name:
            David Micek

          Title:
            President and CEO