Exhibit 10.24


    WARRANT
      AGREEMENT

    


    THESE
      SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
      COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A “NO ACTION”
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH
      TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES
      AND
      EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO
      THE
      EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH
      REGISTRATION.

     

    Eagle
      Broadband, Inc.

    


    WARRANT
      NO. February 101

    


    Dated:
      February 10, 2006

     

    Eagle
      Broadband, Inc.,
      a
      corporation organized under the laws of the State of Texas (the “Company”),
      hereby certifies that, for value received from Dutchess Private Equities Fund,
      L.P. (the “Holder”), is entitled, subject to the terms set forth below, to
      purchase from the Company up to a total of two hundred and forty-six thousand
      seven hundred and fifty dollars ($246,750) of Common Stock, $.001 par value
      per
      share (the “Common Stock”), of the Company (each such share, a “Warrant Share”
and all such shares, the “Warrant Shares”) at an exercise price equal to the
      Fixed Conversion Price (as defined in the Debenture Agreement of this date
      between the Company and the original Holder). The Warrant may be exercised
      on a
      cashless basis anytime after issuance through and including the fifth (5th)
      anniversary of its original issuance (the “Expiration Date”), subject to the
      following terms and conditions:

    


    1. Registration
      of Warrant.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant Register”), in the name of the record
      Holder hereof from time to time. The Company may deem and treat the registered
      Holder of this Warrant as the absolute owner hereof for the purpose of any
      exercise hereof or any distribution to the Holder, and for all other purposes,
      and the Company shall not be affected by notice to the contrary.

    


    2. Registration
      of Transfers and Exchanges.

    


    (a) The
      Company or the transfer agent shall enter or record the transfer of any portion
      of this Warrant in the Warrant Register, upon surrender of this Warrant to
      the
      Company at the office specified in or pursuant to Section 3(b). Upon any such
      registration or transfer, a new warrant to purchase Common Stock, in
      substantially the form of this Warrant (any such new warrant, a “New Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance of such transferee of all of the rights and obligations of a holder
      of a Warrant.

    


    (b) This
      Warrant is exchangeable, upon the surrender hereof by the Holder to the office
      of the Company specified in or pursuant to Section 3(b) for one or more New
      Warrants, evidencing in the aggregate the right to purchase the number of
      Warrant Shares which may then be purchased hereunder. Any such New Warrant
      will
      be dated the date of such exchange.

    


    3. Duration
      and Exercise of Warrants.
      

    


    (a) This
      Warrant shall be exercisable by the registered Holder on any business day before
      5:00 P.M., Boston time, at any time and from time to time on or after the date
      hereof to and including the Expiration Date. At 5:00 P.M., Boston time on the
      Expiration Date, the portion of this Warrant not exercised prior thereto shall
      be and become void and of no value. Prior to the Expiration Date, the Company
      may not call or otherwise redeem this Warrant without the prior written consent
      of the Holder.

    


    (b) Subject
      to Sections 2(b), 6 and 10, upon surrender of this Warrant, with the Form of
      Election to Purchase attached hereto duly completed and signed, to the Company
      at its address for notice set forth in Section 11 and upon payment of the
      Exercise Price multiplied by the number of Warrant Shares that the Holder
      intends to purchase hereunder, in the manner provided hereunder, all as
      specified by the Holder in the Form of Election to Purchase, the Company shall
      promptly (but in no event later than 5 business days after the Date of Exercise
      (as defined herein)) issue or cause to be issued and cause to be delivered
      to or
      upon the written order of the Holder and in such name or names as the Holder
      may
      designate, a certificate for the Warrant Shares issuable upon such exercise,
      free of restrictive legends except (i) either in the event that a registration
      statement covering the resale of the Warrant Shares and naming the Holder as
      a
      selling stockholder thereunder is not then effective or the Warrant Shares
      are
      not freely transferable without volume restrictions pursuant to Rule 144(k)
      promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
      or (ii) if this Warrant shall have been issued pursuant to a written agreement
      between the original Holder and the Company, as required by such agreement.
      In
      the case of (i) above, the Warrant Shares will bear a Securities Act restrictive
      legend. Any person so designated by the Holder to receive Warrant Shares shall
      be deemed to have become holder of record of such Warrant Shares as of the
      Date
      of Exercise (as defined in this subsection) of this Warrant. A “Date of
      Exercise” means the date on which the Company shall have received (i) this
      Warrant (or any New Warrant, as applicable), with the Form of Election to
      Purchase attached hereto (or attached to such New Warrant) appropriately
      completed and duly signed, and (ii) payment of the Exercise Price for the number
      of Warrant Shares so indicated by the holder hereof to be
      purchased.

    


    (c) This
      Warrant shall be exercisable, either in its entirety or, from time to time,
      for
      a portion of the number of Warrant Shares. If less than all of the Warrant
      Shares which may be purchased under this Warrant are exercised at any time,
      the
      Company shall issue or cause to be issued, at its expense, a New Warrant
      evidencing the right to purchase the remaining number of Warrant Shares for
      which no exercise has been evidenced by this Warrant. In the event the Common
      Stock representing the Warrant Shares is not delivered per the written
      instructions of the Purchaser, within ten (10) business days after the Notice
      of
      Election and Warrant is received by the Company (the “Delivery Date”), then in
      such event the Company shall pay to Holder two percent (2.0%) in cash, of the
      dollar value of the Warrant Shares to be issued per each day after the Delivery
      Date that the Warrant Shares are not delivered. The Company acknowledges that
      its failure to deliver the Warrant Shares by the Delivery Date will cause the
      Holder to suffer damages in an amount that will be difficult to ascertain.
      Accordingly, the parties agree that it is appropriate to include in this Warrant
      a provision for liquidated damages. The parties acknowledge and agree that
      the
      liquidated damages provision set forth in this section represents the parties’
good faith effort to quantify such damages and, as such, agree that the form
      and
      amount of such liquidated damages are reasonable and will not constitute a
      penalty. The payment of liquidated damages shall not relieve the Company from
      its obligations to deliver the Common Stock pursuant to the terms of this
      Warrant. The Company shall make any payments incurred under this Section 3
      in
      immediately available funds within five (5) business days from the date of
      issuance of the applicable Warrant Shares. Nothing herein shall limit Holder’s
      right to pursue actual damages or cancel the Notice of Election for the
      Company’s failure to issue and deliver Common Stock to the Holder within seven
      (7) business days following the Delivery Date.

    


    4. Registration
      Rights.
      During
      the term of this Warrant, the Company agrees to use its best efforts to file,
      within ten (10) calendar days of the Closing, a registration statement with
      the
      Securities and Exchange Commission covering the resale of the Warrant Shares
      and
      naming the Holder as a selling stockholder thereunder (unless the Warrant Shares
      are otherwise freely transferable without volume restrictions pursuant to Rule
      144(k) or Rule 144A promulgated under the Act). The registration rights granted
      to the Holder pursuant to this Section shall continue until all of the Holder’s
      Warrant Shares have been sold in accordance with an effective registration
      statement or upon the Expiration Date, or as otherwise provided in the Debenture
      Registration Rights Agreement entered into between the Company and the original
      Holder as of the original issuance date hereof. The Company will pay all
      registration expenses in connection therewith. 

    


    5.
      Payment
      of Taxes.
      The
      Company will pay all documentary stamp taxes attributable to the issuance of
      Warrant Shares upon the exercise of this Warrant; provided, however, that the
      Company shall not be required to pay any tax that may be payable in respect
      of
      any transfer involved in the registration of any certificates for Warrant Shares
      or Warrants in a name other than that of the Holder. The Holder shall be
      responsible for all other tax liability that may arise as a result of holding
      or
      transferring this Warrant or receiving Warrant Shares upon exercise
      hereof.

    


    6. Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and indemnity, if requested, satisfactory to it. Applicants
      for a New Warrant under such circumstances shall also comply with such other
      reasonable regulations and procedures and pay such other reasonable charges
      as
      the Company may prescribe.

    


    7. Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued Common Stock, solely for the
      purpose of enabling it to issue Warrant Shares upon exercise of this Warrant
      as
      herein provided, the number of Warrant Shares which are then issuable and
      deliverable upon the exercise of this entire Warrant, free from preemptive
      rights or any other actual contingent purchase rights of persons other than
      the
      Holder (taking into account the adjustments and restrictions of Section 8).
      The
      Company covenants that all Warrant Shares that shall be so issuable and
      deliverable shall, upon issuance and the payment of the applicable Exercise
      Price in accordance with the terms hereof, be duly and validly authorized,
      issued and fully paid and nonassessable. If the Company does not have a
      sufficient amount of Common Stock authorized to reserve for the Warrant Shares,
      it shall use its best efforts to place before shareholder vote a proposal to
      increase the number of its authorized shares as soon as reasonably
      practicable.

    


    8. Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this Section
      8. Upon each such adjustment of the Exercise Price pursuant to this Section
      8,
      the Holder shall thereafter prior to the Expiration Date be entitled to
      purchase, at the Exercise Price resulting from such adjustment, the number
      of
      Warrant Shares obtained by multiplying the Exercise Price in effect immediately
      prior to such adjustment by the number of Warrant Shares issuable upon exercise
      of this Warrant immediately prior to such adjustment and dividing the product
      thereof by the Exercise Price resulting from such adjustment. 

    


    (a) If
      the
      Company, at any time while this Warrant is outstanding, (i) shall pay a stock
      dividend (except scheduled dividends paid on outstanding preferred stock as
      of
      the date hereof which contain a stated dividend rate) or otherwise make a
      distribution or distributions on shares of its Common Stock or on any other
      class of capital stock and not the Common Stock payable in shares of Common
      Stock, (ii) subdivide outstanding shares of Common Stock into a larger number
      of
      shares, or (iii) combine outstanding shares of Common Stock into a smaller
      number of shares, the Exercise Price shall be multiplied by a fraction of which
      the numerator shall be the number of shares of Common Stock (excluding treasury
      shares, if any) outstanding before such event and of which the denominator
      shall
      be the number of shares of Common Stock (excluding treasury shares, if any)
      outstanding after such event. Any adjustment made pursuant to this Section
      shall
      become effective immediately after the record date for the determination of
      stockholders entitled to receive such dividend or distribution and shall become
      effective immediately after the effective date in the case of a subdivision
      or
      combination, and shall apply to successive subdivisions and
      combinations.

    


    (b) In
      case
      of any reclassification of the Common Stock, any consolidation or merger of
      the
      Company with or into another person, the sale or transfer of all or
      substantially all of the assets of the Company or any compulsory share exchange
      pursuant to which the Common Stock is converted into other securities, cash
      or
      property, then the Holder shall have the right thereafter to exercise this
      Warrant only into the shares of stock and other securities and property
      receivable upon or deemed to be held by holders of Common Stock following such
      reclassification, consolidation, merger, sale, transfer or share exchange,
      and
      the Holder shall be entitled upon such event to receive such amount of
      securities or property equal to the amount of Warrant Shares such Holder would
      have been entitled to had such Holder exercised this Warrant immediately prior
      to such reclassification, consolidation, merger, sale, transfer or share
      exchange. The terms of any such consolidation, merger, sale, transfer or share
      exchange shall include such terms so as to continue to give to the Holder the
      right to receive the securities or property set forth in this Section 8(b)
      upon
      any exercise following any such reclassification, consolidation, merger, sale,
      transfer or share exchange. 

    


    (c) 
      If the
      Company, at any time while this Warrant is outstanding, shall distribute to
      all
      holders of Common Stock (and not to holders of this Warrant) evidences of its
      indebtedness or assets or rights or warrants to subscribe for or purchase any
      security (excluding those referred to in Sections 8(a), (b) and (d)), then
      in
      each such case the Exercise Price shall be determined by multiplying the
      Exercise Price in effect immediately prior to the record date fixed for
      determination of stockholders entitled to receive such distribution by a
      fraction of which the denominator shall be the Exercise Price determined as
      of
      the record date mentioned above, and of which the numerator shall be such
      Exercise Price on such record date less the then fair market value at such
      record date of the portion of such assets or evidence of indebtedness so
      distributed applicable to one outstanding share of Common Stock as determined
      by
      the Company’s independent certified public accountants that regularly examines
      the financial statements of the Company (an “Appraiser”). 

    


    (d) If,
      at
      any time while this Warrant is outstanding, the Company shall issue or cause
      to
      be issued rights or warrants to acquire or otherwise sell or distribute shares
      of Common Stock for a consideration per share less than the lower of the
      Exercise Price then in effect and the then fair market value of the Common
      Stock, then, forthwith upon such issue or sale, the Exercise Price shall be
      reduced to the price (calculated to the nearest one hundredth of a cent)
      determined by multiplying the Exercise Price in effect immediately prior thereto
      by a fraction, the numerator of which shall be the sum of (i) the number of
      shares of Common Stock outstanding immediately prior to such issuance, and
      (ii)
      the number of shares of Common Stock which the aggregate consideration received
      (or to be received, assuming exercise or conversion in full of such rights,
      warrants and convertible securities) for the issuance of such additional shares
      of Common Stock would purchase at the Exercise Price, and the denominator of
      which shall be the sum of the number of shares of Common Stock outstanding
      immediately after the issuance of such additional shares. Such adjustment shall
      be made successively whenever such an issuance is made.

    


    (e) For
      the
      purposes of this Section 8, the following clauses shall also be
      applicable:

    


    (i)
      Record
      Date.
      In case
      the Company shall take a record of the holders of its Common Stock for the
      purpose of entitling them (A) to receive a dividend or other distribution
      payable in Common Stock or in securities convertible or exchangeable into shares
      of Common Stock, or (B) to subscribe for or purchase Common Stock or securities
      convertible or exchangeable into shares of Common Stock, then such record date
      shall be deemed to be the date of the issue or sale of the shares of Common
      Stock deemed to have been issued or sold upon the declaration of such dividend
      or the making of such other distribution or the date of the granting of such
      right of subscription or purchase, as the case may be.

    


    (ii)
      Treasury
      Shares.
      The
      number of shares of Common Stock outstanding at any given time shall not include
      shares owned or held by or for the account of the Company, and the disposition
      of any such shares shall be considered an issue or sale of Common
      Stock.

    


    (f) All
      calculations under this Section 8 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be.

    


    (g) Whenever
      the Exercise Price is adjusted pursuant to Section 8(c) above, the Holder,
      after
      receipt of the determination by the Appraiser, shall have the right to select
      an
      additional appraiser (which shall be a nationally recognized accounting firm),
      in which case the adjustment shall be equal to the average of the adjustments
      recommended by each of the Appraiser and such appraiser. The Holder shall
      promptly mail or cause to be mailed to the Company, a notice setting forth
      the
      Exercise Price after such adjustment and setting forth a brief statement of
      the
      facts requiring such adjustment. Such adjustment shall become effective
      immediately after the record date mentioned above.

    


    If:

    


    (i) the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock; or

    


    (ii) the
      Company shall declare a special nonrecurring cash dividend on or a redemption
      of
      its Common Stock; or

    


    (iii) the
      Company shall authorize the granting to all holders of the Common Stock rights
      or warrants to subscribe for or purchase any shares of capital stock of any
      class or of any rights; or

    


    (iv) the
      approval of any stockholders of the Company shall be required in connection
      with
      any reclassification of the Common Stock of the Company, any consolidation
      or
      merger to which the Company is a party, any sale or transfer of all or
      substantially all of the assets of the Company, or any compulsory share exchange
      whereby the Common Stock is converted into other securities, cash or property;
      or

    


    (v) the
      Company shall authorize the voluntary dissolution, liquidation or winding up
      of
      the affairs of the Company, then the Company shall cause to be mailed to each
      Holder at their last addresses as they shall appear upon the Warrant Register,
      at least 30 calendar days prior to the applicable record or effective date
      hereinafter specified, a notice stating (x) the date on which a record is to
      be
      taken for the purpose of such dividend, distribution, redemption, rights or
      warrants, or if a record is not to be taken, the date as of which the holders
      of
      Common Stock of record to be entitled to such dividend, distributions,
      redemption, rights or warrants are to be determined or (y) the date on which
      such reclassification, consolidation, merger, sale, transfer or share exchange
      is expected to become effective or close, and the date as of which it is
      expected that holders of Common Stock of record shall be entitled to exchange
      their shares of Common Stock for securities, cash or other property deliverable
      upon such reclassification, consolidation, merger, sale, transfer, share
      exchange, dissolution, liquidation or winding up; provided,
      however,
      that
      the failure to mail such notice or any defect therein or in the mailing thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice. 

    


    9. Payment
      of Exercise Price.
      The
      Holder, at its sole election, may pay the Exercise Price in one of the following
      manners:

    


    (a) Cash
      Exercise.
      The
      Holder shall deliver immediately available funds; or

    (b) Cashless
      Exercise.
      If at
      any time after one year from the date of issuance of this Warrant there is
      no
      effective Registration Statement registering the resale of the Warrant Shares
      by
      the Holder at such time, this Warrant may also be exercised at such time by
      means of a “cashless exercise.” The Holder shall surrender this Warrant to the
      Company together with a notice of cashless exercise, in which event the Company
      shall issue to the Holder the number of Warrant Shares determined as
      follows:

    


    X
      = Y
      (A-B)/A

    where:

    X
      = the
      number of Warrant Shares to be issued to the Holder.

    


    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

    


    A
      = the
      average closing bid price of the Common Stock for the five (5) trading days
      immediately prior to the Date of Exercise.

    


    B
      = the
      Exercise Price.

    


    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have been
      commenced, on the issue date.

    


    (c) The
      Holder is limited in the amount of this Warrant it may exercise. In no event
      shall the Holder be entitled to exercise any amount of this Warrant in excess
      of
      that amount upon exercise of which the sum of (1) the number of shares of Common
      Stock beneficially owned (as such term is defined under Section 13(d) and Rule
      13d-3 of the Securities Exchange Act of 1934 (the 1934 Act”)) by the Holder, and
      (2) the number of Warrant Shares issuable upon the exercise of any Warrants
      then
      owned by Holder, would result in beneficial ownership by the Holder of more
      than
      9.9% of the outstanding shares of Common Stock of the Company, as determined
      in
      accordance with Rule13d-1(j). Furthermore, the Company shall not process any
      exercise that would result in beneficial ownership by the Holder of more than
      9.9% of the outstanding shares of Common Stock of the Company. 

    


    10. Fractional
      Shares.
      The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. The number of full Warrant Shares which
      shall be issuable upon the exercise of this Warrant shall be computed on the
      basis of the aggregate number of Warrant Shares purchasable on exercise of
      this
      Warrant so presented. If any fraction of a Warrant Share would, except for
      the
      provisions of this Section 10, be issuable on the exercise of this Warrant,
      the
      Company shall pay an amount in cash equal to the Exercise Price multiplied
      by
      such fraction.

    


    11. Notices.
      Any and
      all notices or other communications or deliveries hereunder shall be in writing
      and shall be deemed given and effective on the earliest of (i) the date of
      transmission, if such notice or communication is delivered via facsimile at
      the
      facsimile telephone number specified in this Section prior to 5:00 p.m. (Boston
      time) on a business day, (ii) the business day after the date of transmission,
      if such notice or communication is delivered via facsimile at the facsimile
      telephone number specified in this Section later than 5:00 p.m. (Boston time)
      on
      any date and earlier than 11:59 p.m. (Boston time) on such date, (iii) the
      business day following the date of mailing, if sent by nationally recognized
      overnight courier service, or (iv) upon actual receipt by the party to whom
      such
      notice is required to be given. The addresses for such communications shall
      be:
      (i) if to the Company, to:

    


    David
      Micek

    Eagle
      Broadband, Inc. Corp

    101
      COURAGEOUS DRIVE 

    LEAGUE
      CITY, TEXAS 77573 

    Telephone:
      (281) 538-6000 

    Facsimile:
      (281) 538-4730

    


    or
      (ii)
      if to the Holder, to the Holder at the address or facsimile number appearing
      on
      the Warrant Register or such other address or facsimile number as the Holder
      may
      provide to the Company in accordance with this Section 11.

    


    12. Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days
      notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      shareholders services business shall be a successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder’s last address as shown on
      the Warrant Register.

    


    13. Miscellaneous.

    


    (a) This
      Warrant shall be binding on and inure to the benefit of the parties hereto.
      This
      Warrant may be amended only in writing signed by the Company and the
      Holder.

    


    (b) Subject
      to Section 13(a), above, nothing in this Warrant shall be construed to give
      to
      any person or corporation other than the Company and the Holder any legal or
      equitable right, remedy or cause under this Warrant. This Warrant shall inure
      to
      the sole and exclusive benefit of the Company and the Holder.

    


    (c) This
      Warrant shall be governed by and construed and enforced in accordance with
      the
      laws of the Commonwealth of Massachusetts without regard to the principles
      of
      conflicts of law thereof. 

    (d) The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

    


    (e) In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

    


    14.
      Disputes Under This Agreement.

    


    All
      disputes arising under this agreement shall be governed by and interpreted
      in
      accordance with the laws of the Commonwealth of Massachusetts, without regard
      to
      principles of conflict of laws. The parties to this agreement will submit all
      disputes arising under this agreement to arbitration in Boston, Massachusetts
      before a single arbitrator of the American Arbitration Association (“AAA”). The
      arbitrator shall be selected by application of the rules of the AAA, or by
      mutual agreement of the parties, except that such arbitrator shall be an
      attorney admitted to practice law in the Commonwealth of Massachusetts. No
      party
      to this agreement will challenge the jurisdiction or venue provisions as
      provided in this section. 

    


    Nothing
      in this section shall limit the Holder’s right to obtain an injunction for a
      court-of-laws.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.

    


    


    Eagle
      Broadband, Inc.

    


     

    


    By:
      /s/David Micek      

    Name: David
      Micek

    Title:
       President
      and Chief Executive Officer

    


    


    By:
      /s/Richard Sanger, Jr.      

    Name:
      Richard Sanger, Jr.

    Title:
       Vice
      President of Administration

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A
      FORM OF ELECTION TO PURCHASE

    


    (To
      be
      executed by the Holder to exercise the right to purchase shares of Common Stock
      under the foregoing Warrant)

    


    To:
      Eagle
      Broadband, Inc.

    


    In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase _____________ shares of Common
      Stock (“Common Stock”), $.001 par value per share, of Eagle
      Broadband, Inc. and,
      if
      such Holder is not utilizing the cashless exercise provisions set forth in
      this
      Warrant, encloses herewith $________ in cash, certified or official bank check
      or checks, which sum represents the aggregate Exercise Price (as defined in
      the
      Warrant) for the number of shares of Common Stock to which this Form of Election
      to Purchase relates, together with any applicable taxes payable by the
      undersigned pursuant to the Warrant.

    


    The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of

    


    


    PLEASE
      INSERT SOCIAL SECURITY OR

    TAX
      IDENTIFICATION NUMBER

    


    (Please
      print name and address)

    


    If
      the
      number of shares of Common Stock issuable upon this exercise shall not be all
      of
      the shares of Common Stock which the undersigned is entitled to purchase in
      accordance with the enclosed Warrant, the undersigned requests that a New
      Warrant (as defined in the Warrant) evidencing the right to purchase the shares
      of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
      in the name of and delivered to:

     

    (Please
      print name and address)

    


     

    Dated:
      _____________, _____   Name
      of
      Holder:

    


    (Print)     

    


    (By:)     

    (Name:)

    (Title:)

    (Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Warrant)