Exhibit 10.16


    EXHIBIT
      10.16

     

    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement ("Agreement") is entered into by Eagle Broadband, Inc.
      ("Company") and Richard Sanger Jr. ("Employee"), to be effective as of July
      21,
      2004 (the "Effective Date").

     

    WITNESSETH:

    


    WHEREAS,
      Employee will become employed by Company on the Effective Date; and

    


    WHEREAS,
      the Company desires to employ Employee from and after the Effective Date
      pursuant to the terms and conditions and for the consideration set forth in
      this
      Agreement, and Employee desires to be employed by Company pursuant to such
      terms
      and conditions and for such consideration.

    


    NOW,
      THEREFORE, for and in consideration of the mutual promises, covenants, and
      obligations contained herein, the Company and Employee agree as
      follows:

    


    ARTICLE
      l: EMPLOYMENT AND DUTIES:

     

    1.1
      The
      Company agrees to employ Employee, and Employee agrees to be employed by the
      Company, beginning as of the Effective Date and continuing until the date of
      termination of Employee's employment ("Termination Date") or the expiration
      of
      this Agreement by its terms at the end of the Term and any renewals thereof
      ("Expiration Date"), subject to the terms and conditions of this Agreement.
      The
      "Employment Period," as used herein, shall mean the period commencing on the
      Effective Date, and ending on the earlier of the Termination Date or the
      Expiration Date. The "Term," as used herein, shall mean the two-year period
      commencing on the Effective Date, and expiring at midnight of the day before
      the
      second anniversary of the Effective Date.

    


    (a)
      At
      least 30 days prior to the expiration of the Term (and each mutually agreed
      to
      extension thereof), the board of directors ("Board") of the Company shall notify
      the Employee, in writing pursuant to Section 5.1 , of the Board's
      desire to continue Employee's employment beyond the end of the Term (or any
      mutually agreed to extension thereof). If the Board desires to retain the
      Employee, then the parties shall amend this agreement to extend the Employment
      Period for an additional two-year period ("Extension Period"), and the Term
      (or
      any mutually agreed to extension thereof) shall be extended for an additional
      two years, or a new employment agreement (on substantially the same terms as
      this Agreement) shall be negotiated, prepared, and put into effect prior to
      the
      end of the Term (or any mutually agreed to extension thereof); however if the
      parties cannot agree to the terms of a new agreement by the expiration of the
      Term (or any mutually agreed to extension thereof), then Employee's employment
      shall terminate at the end of the Term (or any mutually agreed to extension
      thereof), and shall be subject to 3.1(b).

    


    (b)
      For
      the avoidance of doubt it is the parties' understanding that if this Agreement
      is extended for an Extension Period or any subsequent Extension Period, at
      the
      end of any such Extension Period, the provisions of Section 1.1(a) shall apply,
      and any reference
      in this Agreement to the Term shall include any mutually agreed extension
      thereof, whether or not expressly noted.

     

    Page
      1


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.2
      Beginning as of the Effective Date and throughout the Term (and mutually agreed
      to extension thereof), Employee shall be employed as Chief Board Administrative
      Officer of the Company. Employee agrees to serve in such position, and to
      perform diligently and to the best of Employee's abilities the duties and
      services pertaining to such positions as reasonably determined and assigned
      by
      the Board, as well as such additional or different duties and services
      appropriate to such positions which the Employee from time to time may be
      directed to perform by the Board. The Board initially will require Employee
      to
      review and revise the Company's compliance procedures, with particular attention
      to the requirements of Section 404 of the Sarbanes Oxley Act. Employee shall
      report to the lead independent director of the Board or to the independent
      directors of the Board as the Board shall designate.

    


    1.3
      Employee shall at all times comply with and be subject to such policies and
      procedures as the Company may establish from time to time, including, without
      limitation, the Company's Employee Handbook and Code of Business
      Ethics.

    


    1.4
      Employee shall, during the Employment Period, devote Employee's full business
      time, energy, and best efforts to the business and affairs of the Company.
      Employee may not engage, directly or indirectly, in any other business,
      investment, or activity that interferes with Employee's performance of
      Employee's duties hereunder, is contrary to the interest of the Company or
      any
      of its affiliated subsidiaries and divisions (collectively, "Eagle Broadband,
      Inc."), or requires any significant portion of Employee's business time. The
      foregoing notwithstanding, the parties recognize and agree that Employee may
      engage in passive personal investments and other business activities that do
      not
      conflict with the business and affairs of the Company or interfere with
      Employee's performance of his duties hereunder. Employee shall be eligible
      to
      serve on the board of directors or committees thereof of entities other than
      Eagle Broadband, Inc. during Employee's employment by the Company, subject
      to
      the Board's advance consideration and approval thereof. Employee shall be
      permitted to retain any compensation received for approved service on any
      unaffiliated corporation's board of directors or committees
      thereof.

    


    1.5
      Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty,
      fidelity, and allegiance to act at all times in the best interests of the
      Company and to do no act which would, directly or indirectly, injure any such
      entity's business, interests, or reputation. It is agreed that any direct or
      indirect interest in, connection with, or benefit from any outside activities,
      particularly commercial activities, which interest might in any way adversely
      affect the Company or involves a possible conflict of interest. In keeping
      with
      Employee's fiduciary duties to the Company, Employee agrees that during the
      Employment Period Employee shall not knowingly become involved in a conflict
      of
      interest with the Company, or upon discovery thereof, allow such a conflict
      to
      continue. Moreover, during the Employment Period Employee shall not engage
      in
      any activity which might involve a possible conflict of interest without first
      obtaining approval in accordance with this Agreement and the Company's policies
      and procedures.

     

    Page
      2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      2: COMPENSATION AND BENEFITS:

    


    2.1
      During the Employment Period, the Employee shall receive a base salary ("Base
      Salary") of One Hundred and Fifty Thousand Dollars ($150,000) per annum, less
      all required deductions, including but not limited federal withholding, social
      security and other taxes, and payable bi-weekly on the Company's regular payroll
      schedule. During the Employment Period, the Base Salary may be reviewed
      periodically by the Compensation Committee of the Board (the "Compensation
      Committee"). The Compensation Committee may make recommendations to the Board
      to
      revise the Employee's Base Salary, which may only be revised upon approval
      by
      the Board. Any increase in the Base Salary shall not serve to limit or reduce
      any other obligation to the Employee under this Agreement. During the Term
      (and
      each mutual extension thereof), the Base Salary shall not be
      reduced.

    


    2.1 In
      addition to the payment of Base Salary, the Company hereby grants to the
      Employee, as an incentive to maximize the potential of the Company, two equity
      incentive:

    


    First,
      the Company shall issue non-qualified stock options (the "Stock Options") to
      purchase 225,000 shares of common stock from the Company. The Stock Options
      shall be exerciseable at $ 0.78 per share [July 21, 2004 closing price] and
      shall vest monthly in equal increments over a 24 month period starting with
      the
      date of this Agreement. The Stock Option Agreement pertaining to the Stock
      Options shall contain a cashless conversion feature as well as standard
      anti-dilution provisions. The Stock Option Agreement shall also provide that
      the
      Stock Options are non-transferable and expire at the close of business on June
      30, 2009. The Stock Options and the stock issuable thereunder shall be
      registered under a Form S-8 immediately upon issuance of the Stock
      Options.

    


    Second,
      the Executive shall receive grants of shares of common stock of the Company
      based on the attainment of four specific objectives, the first and second as
      defined by the lead Independent Director or the majority vote of the Independent
      Directors, as follows:

    


    25,000
      shares upon the development of procedures to meet compliance criterion required
      under the Sarbanes Oxley Act.

    


    25,000
      shares upon the establishment and implementation of effective processes and
      controls to ensure efficient and timely Board Administration.

    


    25,000
      shares when Eagle Broadband Inc. stock reaches $3.00 a share. 25,000 shares
      when
      Eagle Broadband, Inc. records a profitable quarter.

    


    2.2
      During the Employment Period, the Employee shall be entitled to participate
      in
      incentive, savings, and retirement plans, and other standard benefit plans
      afforded to executive-level employees of the Company, including, without
      limitation, all medical, dental, disability, group life, accidental death,
      D&O indemnity, and travel accident insurance plans and programs of the
      Company, to the extent Employee is otherwise eligible under the terms and
      conditions of the applicable plan or policy, and as such plans or policies
      may
      be

    from
      time
      to time be amended, modified or terminated by the Company without prior notice.
      Dependents of Employee may participate in such plans to the extent allowed
      for
      other dependents of executive level Employees of the Company as allowed by
      the
      applicable plan. This Agreement shall not be construed to limit in any respect
      the Company's right to establish, amend, modify, or terminate any benefit plan
      or policy. Furthermore, the Company shall not by reason of this Article 2 be
      obligated to institute, maintain, or refrain from changing, amending, or
      discontinuing, any incentive compensation, employee benefit, or stock or stock
      option program or plan, so long as such actions are similarly applicable to
      covered employees generally.

    


    2.3
      During the Employment Period, the Company shall pay or reimburse Employee for
      all actual, reasonable, and customary expenses incurred by Employee in the
      course of his employment, including business-related travel expenses, subject
      to
      the terms of and Employee's compliance with the Company's Expense Policy, as
      amended from time to time, and any other applicable Company policies related
      to
      business expenses.

    


    2.4 During
      the Employment Period, the Employee shall be entitled to four weeks of vacation,
      fully paid, per calendar year.

    


    2.5
      The
      Company may withhold from any compensation, benefits, or amounts payable under
      this Agreement all federal, state, city, or other taxes as may be required
      pursuant to any law or governmental regulation or ruling.

     

    Page
      3


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      3: TERMINATION OF EMPLOYMENT

    AND
      EFFECTS OF SUCH TERMINATION:

     

    3.1 (a) Employee's
      employment shall be terminated during the Employment Period by reason of the
      following circumstances:

    


    (i) Death
      of
      Employee.

    


    (ii)
      Permanent Disability. "Permanent Disability" shall mean Employee's physical
      or
      mental incapacity to perform his usual duties, with such condition likely to
      remain continuously and permanently as determined by the Board of Directors.
      The
      decisions as to whether and as of what date Employee has become permanently
      disabled are delegated to the Board of Directors for determination, and any
      dispute of Employee with any such decision shall be limited to whether the
      Board
      of Directors reached such decision in good faith.

    


    (iii)
      Voluntary Termination. "Voluntary Termination" shall mean a termination of
      employment at the election of Employee. Employee will provide the Company with
      30 days advance notice of his intent to terminate his employment voluntarily.
      Employee shall continue to remain an employee of the Company through the 30-day
      notice period and will perform such duties, if any, assigned to him by the
      Company during the notice period. Notwithstanding the foregoing, the Company
      may, at its option, waive the Employee's obligation to remain an employee during
      all or any portion of the 30-day notice period, in which case Employee's
      employment shall cease immediately.

    


    (iv)
      Termination by Company for Cause. "Termination for Cause" shall mean a
      termination of employment immediately upon notice to the Employee from the
      Company that an event constituting "Cause" has occurred. For purposes of this
      Agreement, the term "Cause" shall be defined as: (a) a material act of
      dishonesty or fraud; (b) a knowing and material violation of any written policy
      of the Company or applicable to the Company's operations; (c) a knowing and
      material violation of an applicable law, rule, or regulation that exposes the
      Company to damages or liability; (d) a material breach of fiduciary duty; or
      (e)
      conviction of a felony. In the event that Employee is terminated for Cause,
      Employee shall be provided

    with
      notice of such termination in accordance with Section 5.1 below.

    


    (b)
      In
      the event Employee's employment terminates as a result of any of the
      circumstances described in 3.l(a)(i) through (iv) above, all future compensation
      to which Employee would otherwise be entitled and all future benefits for which
      Employee is eligible shall cease and terminate as of the Termination Date,
      except as specifically provided in this Section 3.1 or the terms of any of
      the
      Company's health or welfare plans, and Employee shall receive payment, if any,
      for accrued and unused vacation days according to the Company's current policy
      applicable to payment for unused vacation.

    


    (c)
      Notwithstanding anything contained in 3.1(b), in the event that Employee's
      employment terminates as a result of death or permanent disability resulting
      from any accident or incident beyond Employee's control that occurs while
      Employee is traveling on Company business or is in the course and scope of
      employment (excluding any accident or incident occurring when Employee is
      traveling within Houston and to or from his normal place of business or his
      residence), the preceding paragraph shall not apply, and instead Employee (or
      his Estate, as the case may be) shall be entitled to receive payment subject
      to
      and calculated in accordance with the provisions of Sections 3.2(a) and
      3.2(a)(i) through (iii) below.

    


    3.2
      The
      Company reserves the right to terminate Employee's employment for any reason
      other than the circumstances described in Sections 3. l (a)(i) through
      3.1(a)(iv) above, or to end Employee's employment upon the expiration of the
      Term. Should the Company terminate the Employee's employment or elect to not
      renew the Agreement, it shall provide him with written notice ("Notice of
      Termination" or "Notice of Non-Renewal"). The Notice of Termination shall
      specify the Termination Date.

    


    (a)
      If
      the Termination Date occurs during the Term (or any mutual extension thereof),
      Company shall pay Employee, within thirty (30) days after the Termination Date,
      and after Employee's execution of a full release of all claims against the
      Company (excluding only claims for benefits and payments to be payable after
      Termination Date under any of the Company's health or welfare plans, a
      "Termination Payment," in lump sum cash  (subject to  required
      taxes and withholdings) consisting of the following:

    (i) pro
      rata
      Base Salary through the Termination Date

    


    (ii)
      payment, if any, for accrued and unused vacation days according to the Company's
      current policy applicable to payment for unused vacation; and

    


    (iii) the
      Employee's Base Salary for a one (1) year period.

    


    (b)
      Termination of the employment relationship as a result of expiration of the
      Term
      of this Agreement following a Notice of Non-renewal shall not entitle Employee
      to a "Termination Payment." Employee shall receive payment, if any, for accrued
      and unused vacation days according to the Company's current policy applicable
      to
      payment for unused vacation and payment of any claims under the Company's health
      and welfare plans that are due and payable on the Expiration Date.

    


    3.3
      Any
      Termination Payment paid to Employee pursuant to Section 3.2 shall be in
      consideration of Employee's continuing obligations under Article 4. Nothing
      contained in this Article 3 shall be construed to be a waiver by Employee of
      any
      benefits accrued for or due Employee under any employee benefit plan (as such
      term is defined in the Employee Retirement Income Security Act of 1974, as
      amended), maintained by the Company except that Employee shall not be entitled
      to any severance benefits pursuant to any severance plan or program of the
      Company.

    


    3.4
      Termination of the employment relationship does not terminate those obligations
      imposed by this Agreement which are continuing obligations, including Employee's
      obligations under Article 4.

     

    Page
      4

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      4: OWNERSHIP AND PROTECTION OF INTELLECTUAL

    PROPERTY
      AND CONFIDENTIAL INFORMATION; NONCOMPETITION

    AGREEMENT:

    


    4.1
      All
      information, ideas, concepts, improvements, discoveries, and inventions, whether
      patentable or not, which are conceived, made, developed or acquired by Employee,
      individually or in conjunction with others, during Employee's employment by
      the
      Company (whether during business hours or otherwise and whether on the Company's
      premises or otherwise) which relate to the business, products or services of
      the
      Company (including, without limitation, all such information relating to
      corporate opportunities, confidential financial information, research and
      development activities, sales data, pricing and trading terms, evaluations,
      opinions, interpretations, acquisition prospects, the identity of customers
      or
      potential customers and their requirements, the identity of key contacts within
      the customers' organizations or within the organizations of acquisition
      prospects, marketing and merchandising techniques, prospective names, and
      marks), and all writings or material of any
      type
embodying
      any of such items, shall be the sole and exclusive property of the Company.

    


    4.2
      Employee acknowledges that the businesses of the Company are highly competitive
      and that their strategies, methods, books, records, and documents, their
      technical information concerning their products, equipment, services, and
      processes, procurement procedures and pricing techniques, the names of and
      other
      information (such as credit and financial data) concerning their customers
      and
      business affiliates (including but not limited to the products and/or services
      marketed, advertised, and/or sold to customers and prospective customers, and
      the prices charged or quoted to them for such products and/or services, and
      the
      business activities, needs, and requirements for products and/or services of
      such customers or prospective customers) all comprise confidential business
      information and trade secrets which are valuable, special, and unique assets
      which the Company use in their business to obtain a competitive advantage over
      their competitors. Employee further acknowledges that protection of such
      confidential business information and trade secrets against unauthorized
      disclosure and use is of critical importance to the Company in maintaining
      their
      competitive position. Employee hereby agrees that Employee will not, at any
      time
      during or after the Employment Period, make any unauthorized disclosure of
      any
      confidential business information or trade secrets of the Company, or make
      any
      use thereof, except in the carrying out of his employment responsibilities
      hereunder. Confidential business information shall not include information
      that
      is now in, or hereafter becomes part of, the public domain, whether by
      publication, patenting or otherwise than as a result of the Employee's breach
      of
      this Agreement; information that the Employee can show, through documentary
      evidence, already was in its possession prior to its receipt from the Company
      hereunder; information which, subsequent to its receipt hereunder, is disclosed,
      without obligation or confidence, to the Employee hereunder by a third party
      not
      known to be under an obligation of confidence to Company hereunder; or
      information that the Company authorizes for public release. The above
      notwithstanding a disclosure shall not be unauthorized if (i) it is required
      by
      law or by a court of competent jurisdiction or (ii) it is in connection with
      any
      judicial arbitration, dispute resolution or other legal proceeding in which
      Employee's legal rights and obligations as an Employee or under this Agreement
      are at issue; provided, however, that Employee shall, to the extent practicable
      and lawful in any such events, give prior notice to the Company of his intent
      to
      disclose any such confidential business information in such context so as to
      allow the Company or the applicable an opportunity (which Employee will
      cooperate with and will not oppose) to obtain such protective orders or similar
      relief with respect thereto as may be deemed appropriate.

     

    


    4.3
      All
      written materials, records, and other documents made by, or coming into the
      possession of, Employee during the Employment Period which contain or disclose
      confidential business information or trade secrets of the Company shall be
      and
      remain the property of the Company, as the case may be. Upon termination of
      Employee's employment with the Company, for any reason, Employee promptly shall
      deliver the same and all copies thereof to the Company.

    


    4.4
      To
      enable Employee to perform the duties contemplated by this Agreement, the
      Company promises that it will disclose confidential information, including
      confidential business information and trade secrets of the nature described
      or
      referenced in Sections 4.1-4.3 above, during the Employment Period and before
      termination of the employment relationship established by this Agreement. In
      return for and ancillary to the promise made by the Company to make such
      disclosure, Employee hereby makes a reciprocal promise designed to enforce
      the
      Company's interest in protecting its confidential information and its goodwill.
      Accordingly, Employee promises to comply with the obligations set forth in
      Sections 4.1 through 4.3 above, and furthermore, Employee agrees that, during
      Employee's employment with the Company and for two years following the end
      of
      employment with the Employee will not, directly or through any other person,
      firm, or corporation, in any country in
      which
      the Company does business:

    


    (a) perform
      services as an employee, officer, director or independent contractor for any
      Competing Enterprise (as defined below);

    


    (b)
      be an
      owner, shareholder (except for the ownership by Employee of less than Five
      Percent (5%) of the equity securities of any publicly-traded company), agent,
      or
      partner of, or serve in an executive position with, any Competing
      Enterprise;

    


    (c)
      call
      on or otherwise communicate with any customer or prior customer of the Company
      including any respective successors and assigns, for the purpose of soliciting
      business for a Competing Enterprise or for someone other than the Company;
      or

    


    (d)
      do
      anything to interfere with the normal operation of the businesses of the Company
      including, without limitation, make any effort personally or through others
      to
      recruit, hire, or solicit any employee or independent contractor of the Company
      to leave the Company, or to interfere in any way with the Company's
      relationships with its customers or suppliers.

    


    For
      purposes of this Section, the term "Competing Enterprise" shall mean: any person
      or any business organization of whatever form, excluding the Company, engaged
      directly or indirectly in any business or enterprise whose business activities
      specifically relate to or involve the lines of business described in the
      Company's most recent Form 1 OK filed with the Securities & Exchange
      Commission.

     

    Page
      5

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      5: MISCELLANEOUS:

    


    5.1
      For
      purposes of this Agreement, notices and all other communications provided for
      herein shall be in writing and shall be deemed to have been duly given when
      received by or tendered to Employee or the Company, as applicable, by pre-paid
      courier or by United States registered or certified mail, return receipt
      requested, postage prepaid, addressed as follows:

    


    If
      to the
      Company, to

    


    Eagle
      Broadband, Inc.

    101
      Courageous Drive 

    League
      City, Texas 77573

    


    If
      to
      Employee, to his last known personal residence.

     

    or
      to
      such other address as either party shall have furnished to the other in writing
      in accordance herewith. Notice and communications shall be effective when
      actually received by the addressee Notwithstanding the foregoing, any Notice
      of
      Termination pursuant to Article 3 may be delivered to the Employee in accordance
      with the above sentences in this Section 5.1, or by e-mail to the Employee's
      Company e-mail address, and in the event of such delivery by e-mail, the
      Delivery Date shall be conclusively determined to be the date when such e-mail
      was received on the Company's server regardless of the date when such e-mail
      was
      opened by the

    Employee.

    


    5.2
      This
      Agreement shall be governed by and construed and enforced, in all respects
      in
      accordance with the law of the State of Texas, without regard to principles
      of
      conflicts of law, unless preempted by federal law, in which case federal law
      shall govern; provided, however, that the dispute resolution process in Section
      5.5 shall govern in all respects with regard to the resolution of disputes
      hereunder.

    


    5.3
      No
      failure by either party hereto at any time to give notice of any breach by
      the
      other party of, or to require compliance with, any condition or provision of
      this Agreement shall be deemed a waiver of similar or dissimilar provisions
      or
      conditions at the same or at any prior or subsequent time.

    


    5.4
      It is
      a desire and intent of the parties that the terms, provisions, covenants, and
      remedies contained in this Agreement shall be enforceable to the fullest extent
      permitted by law. If any such term, provision, covenant, or remedy of this
      Agreement or the application thereof to any person, association, or entity
      or
      circumstances shall, to any extent, be construed to be invalid or unenforceable
      in whole or in part, then such term, provision, covenant, or remedy shall be
      construed in a manner so as to permit its enforceability under the applicable
      law to the fullest extent permitted by law. In any case, the remaining
      provisions of this Agreement or the application thereof to any person,
      association, or entity or circumstances other than those to which they have
      been
      held invalid or unenforceable, shall remain in full force and
      effect.

    


    


    5.5
      It is
      the mutual intention of the parties to have any dispute concerning this
      Agreement resolved out of court. Accordingly, the parties agree that any claim
      or controversy of whatever nature arising from or relating in any way to this
      Agreement or the employment of the Employee by the Company, and any continuing
      obligations under this Agreement, including disputes arising under the common
      law or federal or state statutes, laws or regulations and disputes with respect
      to the arbitrability of any claim or controversy, shall be resolved exclusively
      by final and binding arbitration before a single experienced employment
      arbitrator selected by the parties and conducted in accordance with the
      agreement of the parties or as determined by the arbitrator. If the parties
      are
      unable to agree to an arbitrator, an arbitrator will be selected in accordance
      with the Employment Dispute Resolution ("EDR") Rules of the American Arbitration
      Association ("AAA"). The arbitration will be conducted in Houston, Texas,
      pursuant to the EDR Rules of the AAA., and the arbitrator shall have full
      authority to award or grant all remedies provided by law. The judgment upon
      the
      award may be enforced by any court having jurisdiction thereof. Each party
      shall
      pay the fees of their respective attorneys, the expenses of their witnesses,
      and
      any other expenses incurred by such party in connection with the arbitration;
      provided, however, that the Company shall pay for the fees of the arbitrator
      or
      the administrative and filing fees charged by the AAA. However, either party,
      on
      its own behalf, shall be entitled to seek a restraining
      order or injunction in any court of competent jurisdiction to prevent any breach
      or the continuation of any breach of the provisions of herein.

    


    5.6
      This
      Agreement shall be binding upon and inure to the benefit of the Company, and
      any
      other person, association, or entity which may hereafter acquire or succeed
      to all or substantially all of the business or
      assets
      of the Company by any means

    whether
      direct or indirect, by purchase, merger, consolidation, or otherwise. Employee's
      rights and obligations under this Agreement are personal and such rights,
      benefits, and obligations of Employee shall not be voluntarily or involuntarily
      assigned, alienated, or

    transferred,
      whether by operation of law or otherwise, without the prior written consent
      of
      the Company.

    
 

    5.7
      This
      Agreement replaces and extinguishes any previous agreements and discussions
      pertaining to the subject matter covered herein. This Agreement constitutes
      the
      entire agreement of the parties with regard to the terms of Employee's
      employment, termination of employment and severance benefits, and contains
      all
      of the covenants, promises, representations, warranties, and agreements between
      the parties with respect to such matters. Each party to this Agreement
      acknowledges that no representation, inducement, promise, or agreement, oral
      or
      written, has been made by either party with respect to the foregoing matters
      which is not embodied herein, and that no agreement, statement, or promise
      relating to the employment of Employee by the Company that is not contained
      in
      this Agreement shall be valid or binding, except as set forth in any applicable
      Employee benefit plan. It is understood that, by signing below, Employee
      acknowledges that this Agreement supersedes any agreements or understandings
      regarding the subject matter covered herein made prior to the Employee signing
      this document. Any modification of this Agreement will be effective only if
      it
      is in writing and signed by each party whose rights hereunder are affected
      thereby, provided that any such modification must be authorized or approved
      by
      the Board of Directors or its delegate, as appropriate.

     

    Page
      6

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    IN
      WITNESS WHEREOF, the Company and Employee have duly executed this Agreement
      in
      multiple originals to be effective on the Effective Date.

     

     

    Eagle
      Broadband, Inc.

     

    By:
      /s/David Weisman

    Printed
      Name:David Weisman

    Title:
      CEO

    Date:
      9-14-04

    


    


    Employee

     

    /s/Richard
      Sanger, Jr

    Richard
      Sanger, Jr

    Date:
      9-14-04

     

    Page
      7