Exhibit 10.22


    DEBENTURE
      REGISTRATION
      RIGHTS AGREEMENT

    


    


    DEBENTURE
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2006,
      by and between Eagle Broadband, Inc., a company organized under the laws of
      state of Texas (the “Company”), and Dutchess Private Equities Fund, LP (the
“Holder”).

    


    WHEREAS,
      upon the terms and subject to the conditions of the Subscription Agreement
      between the Holder and the Company (the “Subscription Agreement”), the Company
      has agreed to issue and sell to the Holder convertible debentures of the Company
      (the “Debentures”), which will be convertible into shares of the Company’s
      common stock, $.001 par value per share (the “Common Stock”), of the Company.


    


    WHEREAS,
      to induce the Holder to execute and deliver the Subscription Agreement, Warrant
      Agreement, Security Agreement, and the Debenture Agreement (collectively, the
      “Transaction Documents”), the Company has agreed to provide certain registration
      rights under the Securities Act of 1933, as amended, and the rules and
      regulations thereunder, or any similar successor statute (collectively, the
      “1933 Act”), and applicable state securities laws, with respect to the shares of
      Common Stock issuable pursuant to the Subscription Agreement, Warrant Agreement
      and Debenture Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing promises and the mutual covenants
      contained hereinafter and other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the Company and the Holder hereby
      agree as follows:

    


    


    1.  
      DEFINITIONS.

    


    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    


    a.
      “Closing Date” shall mean the date in the preamble of this
      Agreement.

    


    b.
      “Debenture” or “Debentures” mean the convertible debenture issued by the Company
      to the Holder.

    


    c.
      “Holder” shall mean Dutchess Private Equities Fund, LP

    


    d.
      “Effective Date” shall mean the date the United States Securities and Exchange
      Commission (“SEC”) has declared the Registration Statement effective and the
      Company has filed all necessary amendments, including the letter to request
      accelerated effectiveness and the following Prospectus covering the resale
      of
      Shares.

    


    e.
“Face
      Amount” means eight hundred and twenty-two thousand five hundred dollars
      ($822,500) to be invested by the Holder.

    


    f.
      “Filing Date” shall mean the date the Registration Statement has been filed with
      the SEC (as determined by EDGAR) and no stop order of acceptance has been issued
      by the SEC.

    


    g.
      “Person” means a corporation, a limited liability company, an association, a
      partnership, an organization, a business, an individual, a governmental or
      political subdivision thereof or a governmental agency. 

    


    h.
      “Potential Material Event” means any of the following: (i) the possession by the
      Company of material information not ripe for disclosure in a Registration
      Statement, which shall be evidenced by determinations in good faith by the
      Board
      of Directors of the Company that disclosure of such information in the
      Registration Statement would be detrimental to the business and affairs of
      the
      Company, or (ii) any material engagement or activity by the Company which would,
      in the good faith determination of the Board of Directors of the Company, be
      adversely affected by disclosure in a Registration Statement at such time,
      which
      determination shall be accompanied by a good faith determination by the Board
      of
      Directors of the Company that the Registration Statement would be materially
      misleading absent the inclusion of such information.

    


    i.
      “Principal Market” means either The American Stock Exchange, Inc., The New York
      Stock Exchange, Inc., the Nasdaq National Market, The Nasdaq SmallCap Market
      or
      the National Association of Securities Dealer’s, Inc. OTC electronic bulletin
      board, whichever is the principal market on which the Common Stock is listed.
      

     

    j.
      “Register,” “Registered,” and “Registration” refer to a registration effected by
      preparing and filing with
      the
      SEC one
      or
      more Registration Statements in compliance with the 1933 Act and pursuant to
      Rule 415 under the 1933 Act or any successor rule providing for offering
      securities on a continuous basis (“Rule 415”), and effectiveness
      of such Registration Statement(s).

    


    k.
      “Registrable Securities” means the shares of Common Stock issued or issuable (i)
      pursuant to the Subscription Agreement, and (ii) any shares of capital stock
      issued or issuable with respect to such shares of Common Stock and Warrants,
      if
      any, as a result of any stock split, stock dividend, recapitalization, exchange
      or similar event or otherwise, which have not been (x) included in a
      Registration Statement that has been declared effective by the SEC, (y) sold
      under circumstances meeting all of the applicable conditions of Rule 144 (or
      any
      similar provision then in force) under the 1933 Act or (z) saleable without
      limitation as to time, manner and volume pursuant to Rule 144(k) (or any similar
      provision then in force) under the 1933 Act. 

     

    


     

    l.
      “Registration Statement” means a registration statement of the Company filed
      under the 1933 Act.

    


    m.
“$”
      and/or “Dollar” shall mean legal currency of the United States of
      America

    All
      capitalized terms used in this Agreement and not otherwise defined herein shall
      have the same meaning ascribed to them in the Subscription Agreement or
      Debenture Agreement.

    


    For
      the
      purposes of determining dates for penalties or filing deadlines, as outlined
      in
      this Agreement, both parties agree that the date given by the SEC shall
      constitute the official date.

    


    2. REGISTRATION.

    


    a. Mandatory
      Registration. Within ten (10) days of the Closing Date, the Company shall
      prepare and file with the SEC a Registration Statement or Registration
      Statements (as is necessary) on Form SB-2 (or, if such form is unavailable
      for
      such a registration, on such other form as is available for such a
      registration), covering the resale of all of the Registrable Securities, which
      Registration Statement(s) shall state that, in accordance with Rule 415
      promulgated under the 1933 Act, such Registration Statement also covers such
      indeterminate number of additional shares of Common Stock as may become issuable
      upon stock splits, stock dividends or similar transactions. The Company shall
      initially register for resale an amount of shares of Common Stock which would
      be
      issuable on the date preceding the filing of the Registration Statement based
      on
      the Fixed Conversion Price (as defined in the Debenture Agreement) of the
      Debentures dated February 10, 2006 and the amount reasonably calculated that
      represents the number of shares issuable pursuant to the terms of the Offering,
      including those Shares underlying the Warrant Agreement. The total amount of
      Shares shall be both 1) the amount specified in the Warrant Agreement and 2)
      the
      Face Amount of the Debenture, dated February 10, 2006, divided by the Fixed
      Conversion Price. For example, if the Fixed Conversion Price is nine cents
      ($.09) per share, the amount of Shares to be registered will be nine million
      one
      hundred and thirty-eight thousand eight hundred and eighty-nine shares
      (9,138,889) shares. ($822,500/.09). In the event the Company cannot register
      sufficient shares of Common Stock, due to the remaining number of authorized
      shares of Common Stock being insufficient, the Company will use its best efforts
      to register the maximum number of shares it can based on the remaining balance
      of authorized shares and will use its best efforts to increase the number of
      its
      authorized shares as soon as reasonably practicable.

    


    b. The
      Company shall use its best efforts to have the Registration Statement filed
      with
      the SEC within ten (10) calendar days after the Closing Date (“Filing
      Deadline”). If the Registration Statement covering the Registrable Securities
      required to be filed by the Company pursuant to Section 2(a) hereof is not
      filed
      by the Filing Deadline, then the Company shall pay the Holder the sum of two
      percent (2%) per month, compounded daily, pro rata for partial periods, of
      the
      Face Amount of the Debentures outstanding as liquidated damages, and not as
      a
      penalty. In addition, if the Company fails to file the Registration Statement
      by
      the Filing Deadline, the Fixed Conversion Price of the Debentures will decrease
      by ten percent (10%) of the original Fixed Conversion Price, and an additional
      ten percent (10%) for each ten (10) day period thereafter the Company fails
      to
      file the registration statement. For example, in the event that upon the
      eleventh (11th) day following Closing, the Registration Statement has not been
      filed with the SEC, the Fixed Conversion Price shall decrease by nine-tenths
      of
      a cent (.009) per share. (.09 x 10%=.009. 

    


    Notwithstanding
      the foregoing, the amounts payable by the Company pursuant to this Section
      shall
      not be payable to the extent any delay in the filing of the Registration
      Statement occurs because of an act of, or a failure to act or to act timely
      by
      the Holder or is otherwise attributable to the Holder. The liquidated damages
      set forth in this Section shall continue until the obligation is fulfilled
      and
      shall be paid within three (3) business days after each ten (10) day period,
      or
      portion thereof, until the Registration Statement is filed. Failure of the
      Company to make payment within said three (3) business days shall be considered
      a breach of this Agreement, and the Holder may elect to pursue remedies as
      outlined in this Section.  

    


    The
      Company acknowledges that its failure to have the Registration Statement filed
      within said ten (10) calendar day period will cause the Holder to suffer
      irreparable harm, and, that damages will be difficult to ascertain. Accordingly,
      the parties agree that it is appropriate to include in this Agreement a
      provision for liquidated damages. The parties acknowledge and agree that the
      liquidated damages provision set forth in this section represents the parties’
good faith effort to quantify such damages and, as such, agree that the form
      and
      amount of such liquidated damages are reasonable and will not constitute a
      penalty. The payment of liquidated damages shall not relieve the Company from
      its obligations to register the Common Stock and deliver the Common Stock
      pursuant to the terms of this Agreement, the Subscription Agreement and the
      Debenture.

    


    c. The
      Company shall use its best efforts and take all available steps to have the
      Registration Statement declared effective by the SEC within ninety (90) calendar
      days after the Closing Date (the “Effective Date Deadline”). If the Registration
      Statement covering the Registrable Securities required to be filed by the
      Company pursuant to Section 2(a) hereof has
      not
become
      effective by the Effective Date Deadline, then the Company shall pay the Holder
      the sum of two percent (2%) of the Face Amount as liquidated damages, and not
      as
      a penalty, for each ten (10) calendar day period, pro rata, compounded daily,
      following the Effective Date Deadline until the Registration Statement is
      declared effective.

    


    If
      the
      Registration Statement covering the Registrable Securities required to be filed
      by the Company pursuant to Section 2(a) hereof has
      become
      effective, but after the effective date or the Holder’s right to sell is
      suspended, then the Company shall pay the Holder the sum of two percent (2%)
      of
      the Face Amount plus interest and penalties due to the Holder for the
      Registrable Securities pursuant to the Subscription Agreement for each ten
      (10)
      calendar day period, pro rata, compounded daily, following the suspension,
      until
      such suspension ceases. 

    


      Notwithstanding
      the foregoing, the amounts payable by the Company pursuant to this Section
      shall
      not be payable to the extent any delay in the effectiveness of the Registration
      Statement or any suspension of the effectiveness occurs because of an act of,
      or
      a failure to act or to act timely by the Holder or is otherwise attributable
      to
      the Holder. 

    


    The
      damages set forth in this Section shall continue until the obligation is
      fulfilled and shall be paid within three (3) business days after each ten (10)
      day period, or portion thereof, until the Registration Statement is declared
      effective or such suspension is released. Failure of the Company to make payment
      within said three (3) business days shall be considered a default.  

    


    The
      Company acknowledges that its failure to have the Registration Statement
become effective
      by the Effective Date Deadline or to permit the suspension of the effectiveness
      of the Registration Statement, will cause the Holder to suffer irreparable
      harm
      and, that damages will be difficult to ascertain. Accordingly, the parties
      agree
      that it is appropriate to include in this Agreement a provision for liquidated
      damages. The parties acknowledge and agree that the liquidated damages provision
      set forth in this section represents the parties’ good faith effort to quantify
      such damages and, as such, agree that the form and amount of such liquidated
      damages are reasonable and will not constitute a penalty. The payment of
      liquidated damages shall not relieve the Company from its obligations to
      register the Common Stock and deliver the Common Stock pursuant to the terms
      of
      this Agreement, the Subscription Agreement and the Debenture.

    


    d.
       The
      Company agrees to only register such securities as are necessary to meet is
      obligations to the Holder and agrees not to register additional securities
      without the Holder’s prior written consent. Furthermore,
      the Company agrees that it will not file any other Registration Statement,
      including those on Form S-8, for other securities, until three hundred and
      sixty
      (360) calendar days after the Effective Date unless it has written approval
      from
      the Holder. Failure to obtain written approval from the Holder will cause the
      Holder to suffer damages that will be difficult to ascertain. Accordingly,
      the
      parties agree that it is appropriate to include a provision for liquidated
      damages and the Company agrees to pay the Holder the sum of two percent (2%)
      of
      the Face Amount as liquidated damages and not as a penalty for each ten (10)
      calendar day period, pro rata, compounded daily, until the unauthorized
      Registration Statement is withdrawn.

    


    After
      May
      2, 2006, the Holder shall permit one (1) issuance and registration of the
      Company’s Common Stock for The Tail Wind Fund, solely for settlement of the
      current lawsuit. The terms and conditions of Section 3(v) of the Subscription
      Agreement shall apply to any issuances made to The Tail Wind Fund.

    3. RELATED
      OBLIGATIONS.

    


    At
      such
      time as the Company is obligated to prepare and file a Registration Statement
      with the SEC pursuant to Section 2(a), the Company will use its best efforts
      to
      effect the registration of the Registrable Securities in accordance with the
      intended method of disposition thereof and, with respect thereto, the Company
      shall have the following obligations:

    


    


    
      	a.  	
              The
                Company shall use its best efforts to cause such Registration Statement
                relating to the Registrable Securities to become effective within
                ninety
                (90) calendar days after the Closing Date and shall keep such Registration
                Statement effective pursuant to Rule 415 until the Filing Date on
                which
                (A) the Holder shall have sold all the Registrable Securities or
                the
                shares included therein otherwise cease to be Registrable Securities,
                and
                (B) the Holder has no right to convert the securities it owns into
                Common
                Stock under the Subscription Agreement, Debenture Agreement or Warrant
                Agreement, respectively (the “Registration Period”), which Registration
                Statement (including any amendments or supplements thereto and
                prospectuses contained therein) shall, as of the date thereof, not
                contain
                any 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, in light of the circumstances in which they were made, not
                misleading. The Company shall respond to any and all SEC comments
                or
                correspondence, whether written or oral, direct or indirect, formal
                or
                informal (“Comments”), within seven (7) business days of receipt by the
                Company of such Comments. If the Company fails to respond within
                seven (7)
                business days of receipt of SEC Comments, the Company shall pay to
                the
                Holder an amount equal to two percent (2%) per month, on a pro rata
                basis,
                compounded daily, of the Face Amount as liquidated damages and not
                as a
                penalty; provided
                that the seven (7) business day period provided herein shall be extended
                as may be required by delays caused by Holder’s counsel pursuant to
                paragraph 3(g) below, and, provided
                further, that
                such seven (7) business day period shall be extended two (2) business
                days
                for responses to SEC staff accounting comments.


            


    

    


    The
      Company shall cause the Registration Statement relating to the Registrable
      Securities to become effective no later than two (2) business days after notice
      from the SEC that the Registration Statement has been cleared of all comments.
      Failure to do so will result in the Face Amount of the Debentures to be
      increased, as liquidated damages, by five percent (5%) per calendar day for
      each
      day that the Company does not request acceleration for effectiveness from the
      SEC. 

    


    b. The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep such Registration Statement effective during the Registration
      Period, and, during such period, comply with the provisions of the 1933 Act
      with
      respect to the disposition of all Registrable Securities of the Company covered
      by such Registration Statement until such time as all of such Registrable
      Securities shall have been disposed of in accordance with the intended methods
      of disposition by the Holder thereof as set forth in such Registration
      Statement. In the event the number of shares of Common Stock available under
      a
      Registration Statement filed pursuant to this Agreement is at any time
      insufficient to cover all of the Registrable Securities, the Company shall
      amend
      such Registration Statement, or file a new Registration Statement (on the short
      form available therefor, if applicable), or both, so as to cover all of the
      Registrable Securities, in each case, as soon as practicable, but in any event
      within thirty (30) calendar days after the necessity therefor arises (based
      on
      the then Purchase Price of the Common Stock and other relevant factors on which
      the Company reasonably elects to rely), assuming the Company has sufficient
      authorized shares at that time, and if it does not, within thirty (30) calendar
      days after such shares are authorized. The Company shall use it best efforts
      to
      cause such amendment and/or new Registration Statement to become effective
      as
      soon as practicable following the filing thereof. 

    


    Prior
      to
      conversion of all the Shares (as defined in the Debenture Agreement between
      the
      Company and the Holder of this date) if at any
      time
      the
      conversion of all the Shares outstanding would result in an insufficient number
      of authorized shares of Common Stock being available to cover all the
      conversions, or in the event that Holder deems that the Shares authorized will
      become insufficient, the Company will move to call and hold a shareholder’s
      meeting within thirty (30) calendar days for the sole purpose of authorizing
      additional shares of Common Stock to facilitate the conversions. In such an
      event the Company shall recommend to all shareholders and management of the
      Company to vote their shares in favor of increasing the authorized number of
      shares of Common Stock. The Company represents and warrants that under no
      circumstances will it deny or prevent Holder’s right to convert the Shares as
      permitted under the terms of the Subscription Agreement or the Debenture
      Registration Rights Agreement. The Holder retains the right to request
      additional shares upon the determination the company may not be able to
      facilitate conversions in the future.

    


    c The
      Company shall furnish to the Holder whose Registrable Securities are included
      in
      any Registration Statement and its legal counsel without charge and upon request
      (i) promptly after the same is prepared and filed with the SEC at least one
      copy
      of such Registration Statement and any amendment(s) thereto, including financial
      statements and schedules, all documents incorporated therein by reference and
      all exhibits, the prospectus included in such Registration Statement (including
      each preliminary prospectus) and, with regards to such Registration
      Statement(s), any correspondence by or on behalf of the Company to the SEC
      or
      the staff of the SEC and any correspondence from the SEC or the staff of the
      SEC
      to the Company or its representatives, (ii) upon the effectiveness of any
      Registration Statement, a copy of the prospectus included in such Registration
      Statement and all amendments and supplements thereto (or such other number
      of
      copies as the Holder may reasonably request) and (iii) such other documents,
      including copies of any preliminary or final prospectus, as the Holder may
      reasonably request from time to time in order to facilitate the disposition
      of
      the Registrable Securities. The Company filing the documents described in this
      paragraph through the Electronic Data Gathering Analysis and Retrieval System
      (“EDGAR”) shall constitute delivery.

     

    d. The
      Company shall use reasonable efforts to (i) register and qualify the Registrable
      Securities covered by a Registration Statement under the applicable securities
      or “blue sky” laws of such states of the United States as reasonably specified
      by the Holder, (ii) prepare and file in those jurisdictions, such amendments
      (including post-effective amendments) and supplements to such registrations
      and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Registration Period, and (iv) take all other actions reasonably necessary or
      advisable to qualify the Registrable Securities for sale in such jurisdictions;
      provided, however, that the Company shall not be required in connection
      therewith or as a condition thereto to (x) qualify to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
      or (z) file a general consent to service of process in any such jurisdiction.
      The Company shall promptly notify the Holder who holds Registrable Securities
      of
      the receipt by the Company of any notification with respect to the suspension
      of
      the registration or qualification of any of the Registrable Securities for
      sale
      under the securities or “blue sky” laws of any jurisdiction in the United States
      or its receipt of actual notice of the initiation or threatening of any
      proceeding for such purpose.

    


    e.
      The
      Company shall immediately notify the Holder in writing of the happening of
      any
      event as a result of which the prospectus included in a Registration Statement,
      as then in effect, includes an untrue statement of a material fact or omission
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading; and, as a result, is required to be supplemented or as a result
      of which the Registration Statement is required to be amended (“Registration
      Default”) and use all diligent efforts to promptly prepare any necessary
      supplement to such prospectus or amendment to such Registration Statement and
      take any other necessary steps to cure the Registration Default, (which, if
      such
      Registration Statement is on Form S-3, may consist of a document to be filed
      by
      the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
      1934 Act (as defined below) and to be incorporated by reference in the
      prospectus) to correct such untrue statement or omission, and deliver one (1)
      copy of such supplement or amendment to Holder (or such other number of copies
      as Holder may reasonably request; delivery via EDGAR shall constitute delivery).
      Failure to cure the Registration Default within five (5) business days shall
      result in the Company paying liquidated damages of two percent (2%) of the
      then
      outstanding principal amount of the Debentures then held by the Holder for
      each
      thirty (30) calendar day period or portion thereof, beginning on the date of
      suspension. The Company shall also promptly notify Holder in writing (i) when
      a
      prospectus or any prospectus supplement or post-effective amendment has been
      filed, and when a Registration Statement or any post-effective amendment has
      become effective (notification of such effectiveness shall be delivered to
      Holder by facsimile on the same day of such effectiveness and by overnight
      mail), (ii) of any request by the SEC for amendments or supplements to a
      Registration Statement or related prospectus or related information, (iii)
      of
      the Company’s reasonable determination that a post-effective amendment to a
      Registration Statement would be appropriate, (iv) in the event the Registration
      Statement is no longer effective or, (v) the Registration Statement is stale
      for
      a period of more than five (5) Trading Days as a result of the Company’s failure
      to timely file its financials. 

    


    The
      Company acknowledges that its failure to cure the Registration Default within
      three (3) business days will cause the Holder irreparable harm, and that damages
      will be difficult to ascertain. Accordingly, the parties agree that it is
      appropriate to include in this Agreement a provision for liquidated damages.
      The
      parties acknowledge and agree that the liquidated damages provision set forth
      in
      this section represents the parties’
good
      faith effort to quantify such damages and, as such, agree that the form and
      amount of such liquidated damages are reasonable and will not constitute a
      penalty. 

    


    It
      is the
      intention of the parties that interest payable under any of the terms of this
      Agreement shall not exceed the maximum amount permitted under any applicable
      law. If a law, which applies to this Agreement which sets the maximum interest
      amount, is finally interpreted so that the interest in connection with this
      Agreement exceeds the permitted limits, then: (1) any such interest shall be
      reduced by the amount necessary to reduce the interest to the permitted limit;
      and (2) any sums already collected (if any) from the Company which exceed the
      permitted limits will be refunded to the Company. The Holder may choose to
      make
      this refund by reducing the amount that the Company owes under this Agreement
      or
      by making a direct payment to the Company. If a refund reduces the amount that
      the Company owes the Holder, the reduction will be treated as a partial payment.
      In the event that any provision of this Agreement is held by a court of
      competent jurisdiction to be excessive in scope or otherwise invalid or
      unenforceable, such provision shall be adjusted rather than voided, if possible,
      so that it is enforceable to the maximum extent possible, and the validity
      and
      enforceability of the remaining provisions of this Agreement will not in any
      way
      be affected or impaired thereby. 

    


    f.
       The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, or the suspension
      of the qualification of any of the Registrable Securities for sale in any
      jurisdiction and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible moment and
      to
      notify the Holder of the issuance of such order and the resolution thereof.
      The
      Company will immediately notify the Holder of a proceeding, or threat of
      proceeding, the result of which could effect the effectiveness of the
      registration statement.

    


    g. The
      Company shall permit the Holder and its counsel, of the Holder’s choosing, to
      review and comment upon all Registration Statements, amendments and supplements,
      at least two (2) business days prior to filing. The Company shall not file
      any
      Registration Statement with which Holder or its counsel reasonably objects.
      

    


    h. At
      the
      request of the Holder, the Company shall cause to be furnished to Holder, on
      the
      date of the effectiveness of a Registration Statement, an opinion, dated as
      of
      such date, of counsel representing the Company for purposes of such Registration
      Statement, in the form of Exhibit D attached to the Subscription
      Agreement.

    


    i. The
      Company shall make available for inspection by (i) the Holder and (ii) one
      firm
      of attorneys and one firm of accountants or other agents retained by the Holder
      (collectively, the “Inspectors”) all pertinent financial and other records, and
      pertinent corporate documents and properties of the Company (collectively,
      the
“Records”), as shall be reasonably deemed necessary by each Inspector, and cause
      the Company’s officers, directors and employees to supply all information which
      any Inspector may reasonably request; provided, however, that each Inspector
      shall hold in strict confidence and shall not make any disclosure (except to
      the
      Holder) or use of any Record or other information which the Company determines
      in good faith to be confidential, and of which determination the Inspectors
      are
      so notified, unless (a) the disclosure of such Records is necessary to avoid
      or
      correct a misstatement or omission in any Registration Statement or is otherwise
      required under the 1933 Act, (b) the release of such Records is ordered pursuant
      to a final, non-appealable subpoena or order from a court or government body
      of
      competent jurisdiction, or (c) the information in such Records has been made
      generally available to the public other than by disclosure in violation of
      this
      or any other agreement of which the Inspector has knowledge. The Holder agrees
      that it shall, upon learning that disclosure of such Records is sought in or
      by
      a court or governmental body of competent jurisdiction or through other means,
      give prompt notice to the Company and allow the Company, at its expense, to
      undertake appropriate action to prevent disclosure of, or to obtain a protective
      order for, the Records deemed confidential.

    


    j. The
      Company shall hold in confidence and not make any disclosure of information
      concerning the Holder unless (i) disclosure of such information is necessary
      to
      comply with federal or state securities laws, (ii) the disclosure of such
      information is necessary to avoid or correct a misstatement or omission in
      any
      Registration Statement, (iii) the release of such information is ordered
      pursuant to a subpoena or other final, non-appealable order from a court or
      governmental body of competent jurisdiction, or (iv) such information has been
      made generally available to the public other than by disclosure in violation
      of
      this Agreement or any other agreement. The Company agrees that it shall, upon
      learning that disclosure of such information concerning a Holder is sought
      in or
      by a court or governmental body of competent jurisdiction or through other
      means, give prompt written notice to the Holder and allow the Holder, at the
      Holder’s expense, to undertake appropriate action to prevent disclosure of, or
      to obtain a protective order for, such information.

    


    k. The
      Company shall use its best efforts to secure designation and quotation of all
      the Registrable Securities covered by any Registration Statement on the
      Principal Market. If, despite the Company’s best efforts, the Company is
      unsuccessful in satisfying this obligation, it shall use its best efforts to
      cause all the Registrable Securities covered by any Registration Statement
      to be
      listed on each other national securities exchange and automated quotation
      system, if any, on which securities of the same class or series issued by the
      Company are then listed, if any, if the listing of such Registrable Securities
      is then permitted under the rules of such exchange or system. If, despite the
      Company’s best efforts, the Company is unsuccessful in satisfying its obligation
      in this Section, it will use its best efforts to secure the inclusion for
      quotation with Pink Sheets, LLC. The Company shall pay all fees and expenses
      in
      connection with satisfying its obligation under this Section 3(k).

    


    l. The
      Company shall cooperate with the Holder to facilitate the timely preparation
      and
      delivery of certificates (not bearing any restrictive legend) representing
      the
      Registrable Securities to be offered pursuant to a Registration Statement and
      enable such certificates to be in such denominations or amounts, as the case
      may
      be, as the Holder may reasonably request and registered in such names of the
      Persons who shall acquire such Registrable Securities from the Holder, as the
      Holder may request.

    


    m. The
      Company shall provide a transfer agent for all the Registrable Securities not
      later than the Closing Date of the first Registration Statement filed pursuant
      hereto.

    


    n. If
      requested by the Holder, the Company shall (i) as soon as reasonably practical,
      incorporate in a prospectus supplement or post-effective amendment such
      information as Holder reasonably determines should be included therein relating
      to the sale and distribution of Registrable Securities, including, without
      limitation, information with respect to the offering of the Registrable
      Securities to be sold in such offering; (ii) make all required filings of such
      prospectus supplement or post-effective amendment as soon as notified of the
      matters to be incorporated in such prospectus supplement or post-effective
      amendment; and (iii) supplement or make amendments to any Registration Statement
      if reasonably requested by Holder.

    


    o. The
      Company shall use its best efforts to cause the Registrable Securities covered
      by the applicable Registration Statement to be registered with or approved
      by
      such other governmental agencies or authorities as may be necessary to
      consummate the disposition of such Registrable Securities.

    


    p. The
      Company shall make available to the Holder as soon as reasonably practical,
      but
      not later than ninety (90) calendar days after the close of the period covered
      thereby, an earnings statement (in form complying with the provisions of Rule
      158 under the 1933 Act) covering a twelve-month period beginning not later
      than
      the first day of the Company’s fiscal quarter next following the effective date
      of any Registration Statement. Filing via EDGAR shall constitute
      delivery.

    


    q. The
      Company shall otherwise use its best efforts to comply with all applicable
      rules
      and regulations of the SEC in connection with any registration
      hereunder.

    


    r. Within
      one (1) business day after the Registration Statement which includes Registrable
      Securities is declared effective by the SEC, the Company shall deliver, and
      shall cause legal counsel for the Company to deliver, to the transfer agent
      for
      such Registrable Securities, with copies to the Holder, confirmation that such
      Registration Statement has been declared effective by the SEC in the form
      attached hereto as Exhibit A. Failure to do so will result in the Face Amount
      on
      the Debentures to be increased by two percent (2%) per day, as liquidated
      damages.

    


    s. After
      the
      SEC declares the Registration Statement cleared of all comments and the
      Company’s acceptance of the effectiveness of the Registration Statement, the
      Company shall file a prospectus covering the resale of the Shares (“Prospectus”)
      within two (2) trading days. In the event the Company does not file the
      Prospectus within two (2) trading days of the Effective Date, then the Company
      shall pay the Holder the sum of five percent (5%) of the Face Amount due to
      the
      Holder for each two (2) trading day period, pro rata, compounded daily,
      following the two (2) trading day period until the Prospectus is
      filed.

    


    t. The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Holder of Registrable Securities pursuant to
      a
      Registration Statement.

    


    4. OBLIGATIONS
      OF THE HOLDER.

    


    a. At
      least
      five (5) calendar days prior to the first anticipated filing date of a
      Registration Statement the Company shall notify the Holder in writing of the
      information the Company requires from the Holder. The Holder covenants and
      agrees that, in connection with any resale of Registrable Securities by it
      pursuant to a Registration Statement, it shall comply with the “Plan of
      Distribution” section of the current prospectus relating to such Registration
      Statement.

    


    b. The
      Holder, by Holder’s acceptance of the Registrable Securities, agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of any Registration Statement hereunder and
      in
      responding to SEC comments in connection therewith.

    


    c. Holder
      agrees that, upon receipt of any notice from the Company of the happening of
      any
      event of the kind described in Section 3(f) or the first sentence of 3(e),
      Holder will immediately discontinue disposition of Registrable Securities
      pursuant to any Registration Statement(s) covering such Registrable Securities
      until Holder’s receipt of the copies of the supplemented or amended prospectus
      contemplated by Section 3(f) or the first sentence of 3(e).

    


    5. EXPENSES
      OF REGISTRATION.

    


    All
      expenses, other than underwriting discounts and commissions, incurred in
      connection with registrations, filings or qualifications pursuant to Sections
      2
      and 3, including, without limitation, all registration, listing and
      qualifications fees, printing and accounting fees, and reasonable fees and
      disbursements of counsel for the Company shall be paid by the
      Company.

    


    6. INDEMNIFICATION.

    


    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

    


    


    a.  To
      the
      fullest extent permitted by law, the Company will, and hereby agrees to,
      indemnify, hold harmless and defend the Holder who holds such Registrable
      Securities, the directors, officers, partners, employees, agents,
      representatives of, and each Person, if any, who controls Holder within the
      meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended
      (the
“1934 Act”) (each, an “Indemnified Person”), against any losses, claims,
      damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’
fees, amounts paid in settlement or expenses, joint or several (collectively,
      “Claims”), incurred in investigating, preparing or defending any action, claim,
      suit, inquiry, proceeding, investigation or appeal taken from the foregoing
      by
      or before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto (“Indemnified Damages”), to which any of them
      may become subject insofar as such Claims (or actions or proceedings, whether
      commenced or threatened, in respect thereof) arise out of or are based upon:
      (i)
      any untrue statement or alleged untrue statement of a material fact in a
      Registration Statement or any post-effective amendment thereto or in any filing
      made in connection with the qualification of the offering under the securities
      or other “blue sky” laws of any jurisdiction in which Registrable Securities are
      offered (“Blue Sky Filing”), or the omission or alleged omission to state a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which the statements therein were
      made, not misleading, (ii) any untrue statement or alleged untrue statement
      of a
      material fact contained in the final prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the SEC)
      or
      the omission or alleged omission to state therein any material fact necessary
      to
      make the statements made therein, in light of the circumstances under which
      the
      statements therein were made, not misleading, or (iii) any violation or alleged
      violation by the Company of the 1933 Act, the 1934 Act, any other law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the Registrable
      Securities pursuant to a Registration Statement (the matters in the foregoing
      clauses (i) through (iii) being, collectively, “Violations”). Subject to the
      restrictions set forth in Section 6(c) with respect to the number of legal
      counsel, the Company shall reimburse the Holder and each such controlling
      person, promptly as such expenses are incurred and are due and payable, for
      any
      reasonable legal fees or other reasonable expenses incurred by them in
      connection with investigating or defending any such Claim. Notwithstanding
      anything to the contrary contained herein, the indemnification agreement
      contained in this Section 6(a): (i) shall not apply to a Claim arising out
      of or
      based upon a Violation committed by any Indemnified Person or which occurs
      in
      reliance upon and in conformity with information furnished in writing to the
      Company by any Indemnified Person expressly for use in connection with the
      preparation of the Registration Statement or any such amendment thereof or
      supplement thereto, if such prospectus were timely made available by the Company
      pursuant to Section 3(c); (ii) shall not be available to the extent such Claim
      is based on (a) a failure of the Holder to deliver or to cause to be delivered
      the prospectus made available by the Company or (b) the Indemnified Person’s use
      of an incorrect prospectus despite being promptly advised in advance by the
      Company in writing not to use such incorrect prospectus; and (iii) shall not
      apply to amounts paid in settlement of any Claim if such settlement is effected
      without the prior written consent of the Company, which consent shall not be
      unreasonably withheld. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of the Indemnified Person
      and shall survive the resale of the Registrable Securities by the Holder
      pursuant to the Registration Statement.

    


    b.  In
      connection with any Registration Statement in which the Holder is participating,
      the Holder agrees to severally and not jointly indemnify, hold harmless and
      defend, to the same extent and in the same manner as is set forth in Section
      6(a), the Company, each of its directors, each of its officers who signs the
      Registration Statement, each Person, if any, who controls the Company within
      the
      meaning of the 1933 Act or the 1934 Act (collectively and together with an
      Indemnified Person, an “Indemnified Party”), against any Claim or Indemnified
      Damages to which any of them may become subject, under the 1933 Act, the 1934
      Act or otherwise, insofar as such Claim or Indemnified Damages arise out of
      or
      are based upon any Violation, in each case to the extent, and only to the
      extent, that such Violation occurs in reliance upon and in conformity with
      written information furnished to the Company by Holder expressly for use in
      connection with such Registration Statement; and, subject to Section 6(c),
      Holder will reimburse any legal or other expenses reasonably incurred by them
      in
      connection with investigating or defending any such Claim; provided, however,
      that the indemnity agreement contained in this Section 6(b) and the agreement
      with respect to contribution contained in Section 7 shall not apply to amounts
      paid in settlement of any Claim if such settlement is effected without the
      prior
      written consent of Holder, which consent shall not be unreasonably withheld;
      provided, further, however, that the Holder shall be liable under this Section
      6(b) for only that amount of a Claim or Indemnified Damages as does not exceed
      the net proceeds to Holder as a result of the sale of Registrable Securities
      pursuant to such Registration Statement. Such indemnity shall remain in full
      force and effect regardless of any investigation made by or on behalf of such
      Indemnified Party and shall survive the resale of the Registrable Securities
      by
      the Holder pursuant to the Registration Statement. Notwithstanding anything
      to
      the contrary contained herein, the indemnification agreement contained in this
      Section 6(b) with respect to any preliminary prospectus shall not inure to
      the
      benefit of any Indemnified Party if the untrue statement or omission of material
      fact contained in the preliminary prospectus were corrected on a timely basis
      in
      the prospectus, as then amended or supplemented.

    


    c.  Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses to
      be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding. The indemnifying party shall pay for only one
      separate legal counsel for the Indemnified Persons or the Indemnified Parties,
      as applicable, and such counsel shall be selected by the Holder, if the Holder
      is entitled to indemnification hereunder, or the Company, if the Company is
      entitled to indemnification hereunder, as applicable. The Indemnified Party
      or
      Indemnified Person shall cooperate fully with the indemnifying party in
      connection with any negotiation or defense of any such action or claim by the
      indemnifying party and shall furnish to the indemnifying party all information
      reasonably available to the Indemnified Party or Indemnified Person which
      relates to such action or claim. The indemnifying party shall keep the
      Indemnified Party or Indemnified Person fully apprised at all times as to the
      status of the defense or any settlement negotiations with respect thereto.
      No
      indemnifying party shall be liable for any settlement of any action, claim
      or
      proceeding effected without its written consent, provided, however, that the
      indemnifying party shall not unreasonably withhold, delay or condition its
      consent. No indemnifying party shall, without the consent of the Indemnified
      Party or Indemnified Person, consent to entry of any judgment or enter into
      any
      settlement or other compromise which does not include as an unconditional term
      thereof the giving by the claimant or plaintiff to such Indemnified Party or
      Indemnified Person of a release from all liability in respect to such Claim.
      Following indemnification as provided for hereunder, the indemnifying party
      shall be subrogated to all rights of the Indemnified Party or Indemnified Person
      with respect to all third parties, firms or corporations relating to the matter
      for which indemnification has been made. The failure to deliver written notice
      to the indemnifying party within a reasonable time of the commencement of any
      such action shall not relieve such indemnifying party of any liability to the
      Indemnified Person or Indemnified Party under this Section 6, except to the
      extent that the indemnifying party is prejudiced in its ability to defend such
      action.

    


    d.  The
      indemnification required by this Section 6 shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills are received or Indemnified Damages are incurred.

    


    e.  The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar right of the Indemnified Party or Indemnified Person against
      the indemnifying party or others, and (ii) any liabilities the indemnifying
      party may be subject to pursuant to the law.

    


    7. CONTRIBUTION.

    


    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that: (i) no contribution
      shall be made under circumstances where the maker would not have been liable
      for
      indemnification under the fault standards set forth in Section 6; (ii) no seller
      of Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
      from
      any seller of Registrable Securities who was not guilty of fraudulent
      misrepresentation; and (iii) contribution by any seller of Registrable
      Securities shall be limited in amount to the net amount of proceeds received
      by
      such seller from the sale of such Registrable Securities.

    


     

    8. REPORTS
      UNDER THE EXHANGE ACT. 

     

     

    With
      a
      view to making available to the Holders the benefits of Rule 144 promulgated
      under the Securities Act of 1933 or any similar rule or regulation of the SEC
      that may at any time permit the Investors to sell securities of the Company
      to
      the public without registration (“Rule 144”) the Company agrees to:


     

    (a)
      make
      and keep public information available, as those terms are understood and defined
      in Rule 144; 

     

    (b)
      file
      with the SEC in a timely manner all reports and other documents required of
      the
      Company under the Securities Act and the Exchange Act so long as the Company
      remains subject to such requirements and the filing of such reports and other
      documents as are required by the applicable provisions of Rule 144; and


     

    (c)
      furnish to the Holder, promptly upon request, (i) a written statement by the
      Company that it has complied with the reporting requirements of Rule 144, the
      Securities Act and the Exchange Act, (ii) a copy of the most recent annual
      or
      quarterly report of the Company and such other reports and documents so filed
      by
      the Company, and (iii) such other information as may be reasonably requested
      to
      permit the Investors to sell such securities pursuant to Rule 144 without
      registration. 

    


    9. NO
      ASSIGNMENT OF REGISTRATION RIGHTS.

    


    The
      registration rights and obligations under this Agreement shall not be
      assignable. 

    


    10. AMENDMENT
      OF REGISTRATION RIGHTS.

    


    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the Holder
      of
      the Registrable Securities. Any amendment or waiver effected in accordance
      with
      this Section 10 shall be binding upon Holder and the Company.

    


    11. MISCELLANEOUS.

    


    a. Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided a confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

    


    If
      to the
      Company:

    David
      Micek

    Eagle
      Broadband, Inc. Corp

    101
      COURAGEOUS DRIVE

    LEAGUE
      CITY, TEXAS 77573

    Telephone:
      (281) 538-6000 

    Facsimile:
      (281) 538-4730

    


    If
      to the
      Holder:

    


    Douglas
      Leighton

    Dutchess
      Capital Management

    50
      Commonwealth Ave, Suite 2

    Boston,
      MA 02116

    Telephone:
      617-301-4702

    Facsimile:
      617-249-0947

    


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

    


    b.
       Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

    


    c.
       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. 

    


    d.
       This
      Agreement and the Transaction Documents
      (as
      defined herein) constitute
      the entire agreement among the parties hereto with respect to the subject matter
      hereof and thereof. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to in the Transaction
      Documents.

    


    e. This
      Agreement and the Transaction Documents supersede all prior agreements and
      understandings among the parties hereto with respect to the subject matter
      hereof and thereof.

    


    f. The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


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

    


    h. Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    i. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party.

    


    12.
      WAIVER.

    


    The
      Holder’s delay or failure at any time or times hereafter to require strict
      performance by Company of any undertakings, agreements or covenants shall not
      waive, affect, or diminish any right of the Holder under this Agreement to
      demand strict compliance and performance herewith. Any waiver by the Holder
      of
      any Event of Default shall not waive or affect any other Event of Default,
      whether such Event of Default is prior or subsequent thereto and whether of
      the
      same or a different type. None of the undertakings, agreements and covenants
      of
      the Company contained in this Agreement, and no Event of Default, shall be
      deemed to have been waived by the Holder, nor may this Agreement be amended,
      changed or modified, unless such waiver, amendment, change or modification
      is
      evidenced by an instrument in writing specifying such waiver, amendment, change
      or modification and signed by the Holder. 

    


    13.
      PAYMENT OF PENALTIES

    


    Any
      accrued penalties incurred herein by the Company for failure to act in a timely
      manner, as described in this Agreement, shall be charged to the Face Amount
      of
      the Debenture (as defined in the Debenture), unless specifically noted
      otherwise. The Holder reserves the rights to take Payment of Penalties in cash
      or in Common Stock priced at the Fixed Conversion Price (as defined in the
      Debenture Agreement).

    


    *
      *
      *

     

    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be duly executed as of the day and year first above written. Duly authorized
      to
      sign on behalf of:

    


     

    EAGLE
      BROADBAND, INC.

    


    


    


    By:
      /s/David Micek

    Name: David
      Micek

    Title:
       President
      and Chief Executive Officer

    


    


    By:
      /s/Richard Sanger, Jr.

    Name:
      Richard Sanger, Jr.

    Title:
       Vice
      President of Administration

    


    


    DUTCHESS
      PRIVATE EQUITIES FUND, L.P.

    BY
      ITS
      GENERAL PARTNER DUTCHESS

    CAPITAL
      MANAGEMENT, LLC

    


    


    By:
      /s/Douglas H. Leighton

    Name:
      Douglas H. Leighton

    Title:
      A
      Managing Member

    


    



    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    FORM
      OF
      NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

    


    Date:
      __________

    [TRANSFER
      AGENT]

    


    Re: Eagle
      Broadband, Inc..

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to Eagle
      Broadband, Inc.,
      a Texas
      corporation (the “Company”), and have represented the Company in connection with
      that certain Subscription Agreement (the “Subscription Agreement”) entered into
      by and among the Company and _________________________ (the “Holder”) pursuant
      to which the Company has agreed to issue to the Holder shares of the Company’s
      common stock, $.001 par value per share (the “Common Stock”) on the terms and
      conditions set forth in the Subscription Agreement. Pursuant to the Subscription
      Agreement, the Company also has entered into a Registration Rights Agreement
      with the Holder (the “Registration Rights Agreement”) pursuant to which the
      Company agreed, among other things, to register the Registrable Securities
      (as
      defined in the Registration Rights Agreement), including the shares of Common
      Stock issued or issuable under the Subscription Agreement under the Securities
      Act of 1933, as amended (the “1933 Act”). In connection with the Company’s
      obligations under the Registration Rights Agreement, on ____________ ___, 2006,
      the Company filed a Registration Statement on Form S- ___ (File No.
      333-________) (the “Registration Statement”) with the Securities and Exchange
      Commission (the “SEC”) relating to the Registrable Securities which names the
      Holder as a selling shareholder thereunder.

    


    In
      connection with the foregoing, we advise you that [a
      member
      of the SEC’s staff has advised us by telephone that the SEC has entered an order
      declaring the Registration Statement effective]
      [the
      Registration Statement has become effective]
      under
      the 1933 Act at [enter
      the time of effectiveness]
      on
      [enter
      the date of effectiveness]
      and to
      the best of our knowledge, after telephonic inquiry of a member of the SEC’s
      staff, no stop order suspending its effectiveness has been issued and no
      proceedings for that purpose are pending before, or threatened by, the SEC
      and
      the Registrable Securities are available for resale under the 1933 Act pursuant
      to the Registration Statement.

    


    Very
      truly yours,

    


    [Company
      Counsel]

    


    By: ____________________

    
      	
              cc:

            	
              [Holder]