Exhibit
      10.22

     

    
       

      PURCHASE
        AGREEMENT

       

      This
        PURCHASE AGREEMENT (“Agreement”) is entered into this 7th day of December, 2006,
        to be effective as of January 2, 2007, between Connex Services, Inc., a Texas
        corporation having its offices at 6121 FM 1960 West, Suite 202, Houston,
        Texas
        77069 (hereinafter referred to as “Seller”), and Eagle Broadband, Inc., a Texas
        corporation having its offices at 101 Courageous Drive, League City, Texas
        77573
        (hereinafter referred to as “Buyer”).

       

      
        	
                1.

              	
                Seller
                  is hereby selling and Buyer is hereby purchasing the following
                  assets
                  (“Assets”) of Seller at the price, terms and conditions hereinafter set
                  forth:

              


      

       

      All
        of
        seller’s right, title and interest in and to its list of customers (although
        some may not be currently active), together with all other historical records,
        documents, part specifications and quantities sold. The list of customers
        is
        represented by Seller to be essentially all significant customers sold by
        Seller
        within the past two (2) years and is set forth on “Schedule A”, annexed hereto
        and made a part hereof.

       

      
        	
                2.

              	
                Buyer
                  shall not assume or pay any of Seller’s liabilities. Seller shall
                  indemnify, defend and hold Buyer harmless from any and all liability
                  for
                  any of Seller’s obligations or liabilities, existing, accrued or
                  contingent and any and all expenses including reasonable attorneys’ fees
                  therewith, which indemnity shall survive closing of this Agreement.
                  In the
                  event a claim is made against Buyer for any of Seller’s obligations or
                  liabilities, Buyer shall notify Seller, in writing, of such
                  claim.

              


      

       

      
        	
                3.

              	
                The
                  Purchase Price for the Assets purchased hereunder is the sum of
                  Six
                  Hundred Thirty-Eight Thousand Dollars ($638,000.00), which Buyer
                  shall pay
                  by delivering to Seller a number of shares of Buyer’s common stock
                  (“Common Stock”) equal to the Purchase Price divided by the closing price
                  of Buyer’s Common Stock as reported by the American Stock Exchange on the
                  date immediately preceding the Closing Date (the “Closing Price”). The
                  Common Stock deliverable hereunder will be issued to Seller promptly
                  upon
                  Buyer’s receipt of listing approval from the American Stock Exchange,
                  which application therefor Buyer shall file with the American Stock
                  Exchange no later than the business day immediately following the
                  Closing
                  Date.

              


      

       

      
        	
                4.

              	
                All
                  shares of Common Stock of the Buyer issued to the Seller will not
                  have
                  been registered under the Securities Act of 1933, as amended (the
“Act”),
                  on the basis that this transaction is exempt under the Act and
                  such shares
                  shall have the status of securities acquired under Section 4(2)
                  of the
                  Act, as not involving any public offering. Promptly upon Buyer’s receipt
                  of listing approval from the American Stock Exchange, and in no
                  event more
                  than five (5) business days, Buyer agrees to file a registration
                  statement
                  with the SEC to register a number of shares of Common Stock equal
                  to Four
                  Hundred Thousand Dollars ($400,000.00) divided by the Closing Price;
                  provided, that Buyer has obtained the written consent to register
                  such
                  shares from Dutchess Private Equities Fund, L.P. No assurance can
                  be given
                  that any registration statement filed will become
                  effective.

              


      

       

      
        	
                5.

              	
                In
                  determining the value of the Common Stock to be issued in exchange
                  for the
                  Assets purchased hereunder, Seller acknowledges that it is relying
                  solely
                  on the financial and other information regarding the Buyer’s financial
                  condition, operating results and business and other matters on
                  file with
                  the SEC. Such financial information has been prepared in accordance
                  with
                  GAAP, is audited where appropriate, and to the best of Buyer’s belief is
                  current as regards SEC filing requirements. Seller further acknowledges
                  that Buyer has not made and is not making any representations or
                  warranties with respect to itself other than as expressly set forth
                  in
                  this Agreement and for the information contained in its materials
                  filed
                  with the SEC.

              


      

       

      
        	
                6.

              	
                Seller
                  acknowledges that in accepting Buyer’s Common Stock as payment for the
                  Assets, Seller becomes an investor in the Common Stock of Buyer,
                  and in
                  that capacity Seller represents and warrants to and with Buyer
                  as
                  follows:

              


      

       

      (a) Seller
        acknowledges that investment in Buyer’s stock is speculative and involves a high
        degree of risk and the possible loss of its entire investment.

       

      (b) Seller
        is
        familiar with the operations of Buyer, has evaluated the merits and risks
        of
        this transaction, has made its independent judgment as to the value of the
        securities to be issued in exchange for the Assets purchased by reviewing
        the
        financial and other information regarding Buyer that is publicly available
        and
        on file with the SEC. Seller has had the opportunity to request additional
        information and to ask questions and receive answers concerning the business
        operations of Buyer, and is satisfied with the results of it investigation
        of
        Buyer.

       

      (c) Seller
        is
        acquiring the Buyer’s shares in good faith for the purpose of investment in
        Buyer and not for the purpose of distributing or publicly selling the shares
        to
        others, reselling, assigning, pledging or hypothecating the shares, or dividing
        its participation in ownership of the shares with others.

       

      (d) Seller
        understands and acknowledges that it has been advised by Buyer that shares
        of
        the Common Stock will not have been registered under the Act, on the basis
        that
        this transaction is exempt under the Act and the shares shall have the status
        of
        securities acquired under Section 4(2) of the Act, as not involving any public
        offering Seller acknowledges that Buyer is relying on the statutory exemption
        from the registration requirements under the Texas Securities Act, basing
        its
        reliance in part on the Seller’s representations set forth in this
        Agreement.

       

      (e) Seller
        acknowledges that the available financial statements and forecasts cannot
        be
        relied upon as an indication of future results. Future operations of Buyer
        will
        be dependent, in part, on the company’s ability to continue as a going concern,
        the company’s liquidity constraints and ability to obtain financing and working
        capital on favorable terms, the continued acceptance of the company’s products,
        increased levels of competition, new products and technological changes,
        the
        company’s dependence upon third-party suppliers, intellectual property rights,
        and other risks detailed from time to time in the company’s periodic reports
        filed with the Securities and Exchange Commission. Many of these factors
        cannot
        be controlled by Buyer. No representation had been made that actual results
        of
        operations will conform to historical results or forecasted
        results.

       

      
        	
                7.

              	
                Representations
                  and Warranties of Seller. As a material inducement to Buyer to
                  enter into
                  this Agreement and with the understanding that Buyer will be relying
                  thereon in consummating the transactions contemplated by this Agreement,
                  Seller represents and warrants to Buyer as
                  follows:

              


      

       

      (a) Seller
        is
        a corporation duly organized, validly existing and in good standing under
        the
        laws of the State of Texas, and has all requisite corporate power and capital
        assets to carry on its business as it is now being conducted.

       

      (b) Seller
        has full corporate power and authority to enter into this Agreement and to
        sell
        the Assets in accordance with the terms of this Agreement. The execution,
        delivery and performance of this Agreement by Seller, and all other agreements
        or instruments to be executed by Seller pursuant to this Agreement, have
        been
        duly and effectively authorized by its board of directors and its shareholders,
        and no other corporate proceedings on its part are necessary to authorize
        this
        Agreement or the transactions contemplated by this Agreement. This Agreement
        constitutes, and such other agreements or instruments will constitute, the
        legal, valid and binding obligations of Seller, enforceable in accordance
        with
        their respective terms, except as enforcement may be limited by bankruptcy,
        insolvency, or other similar laws affecting the enforcement of creditors’ rights
        in general, moratorium laws or by general principles of equity.

       

      (c) Seller
        is
        not engaged in any legal action or other proceedings before any court or
        administrative agency. Seller is not a party to any action or proceeding,
        nor
        has Seller been threatened with any such action or proceeding, nor, to the
        knowledge of Seller, does there exist any basis therefor, which will or could
        have a material adverse effect on the condition, financial or otherwise,
        of the
        Assets. No order, writ, injunction or decree has been issued by, or requested
        of, any court or governmental agency which does or may result in any material
        adverse change in the Assets.

       

      (d) Seller
        has not received any notice that any major customer intends to terminate,
        limit
        or reduce its business relations with Seller either currently or following
        the
        consummation of the transactions contemplated by this Agreement.

       

      (e) Seller
        has not withheld from Buyer any material facts relating to the Assets. No
        representation or warranty of Seller in this Agreement contains any untrue
        statement of material fact required to be stated herein to make the statement
        not misleading.

       

      (f) Seller
        is
        not in violation of, and the execution, delivery and performance of this
        Agreement by Seller and the consummation of the transactions contemplated
        by
        this Agreement does not and will not result in any breach or acceleration
        of,
        any of the terms or conditions of its articles of incorporation or by-laws,
        or
        of any mortgage, bond, indenture, contract, agreement, license or other
        instrument or obligation to which Seller is a party or by which the Assets
        are
        bound. The execution, delivery and performance of this Agreement or the other
        agreements contemplated by this Agreement will not result in the violation
        of
        any statute, regulation, judgment, writ, injunction or decree of any court,
        nor
        require the consent, approval, permission or other authorization of any court,
        arbitrator or governmental, administrative or self-regulatory authority or
        any
        other third party.

       

      
        	
                8.

              	
                As
                  a material inducement to Seller to enter into this Agreement and
                  with the
                  understanding that Seller will be relying thereon in consummating
                  the
                  transactions contemplated by this Agreement, Buyer represents and
                  warrants
                  to Seller as follows:

              


      

       

      (a) Buyer
        is
        a corporation duly organized, validly existing and in good standing under
        the
        laws of the State of Texas, and has all requisite corporate power and capital
        assets to carry on its business as it is now being conducted.

       

      (b) Buyer
        has
        the full corporate power and authority to enter into this Agreement and purchase
        the Assets in accordance with the terms of this Agreement. The execution,
        delivery and performance of this Agreement by Buyer pursuant to this Agreement
        have been duly and effectively authorized by the board of directors of Buyer
        and
        no other corporate proceedings on the part of Buyer are necessary to authorize
        this Agreement or the transactions contemplated by this Agreement. This
        Agreement constitutes, and such other agreements and instruments will
        constitute, the legal, valid and binding obligations of Buyer which are,
        or will
        be, enforceable against Buyer in accordance with their respective terms,
        except
        as enforcement may be limited by bankruptcy, insolvency, or other similar
        laws
        affecting the enforcement of creditors rights in general, moratorium laws
        or by
        general principles of equity.

       

      (c) Buyer’s
        shares, when issued and delivered to Seller, shall be deemed to be, and shall
        be, fully paid and validly issued shares of stock of Buyer and Seller shall
        not
        be liable to any further call or assessment thereon, and any holder of said
        shares of stock shall not be liable for any further payment in respect
        thereto.

       

      (d) The
        audited fiscal year financial statements and the unaudited quarterly and
        pro
        forma combined financial statements filed by Buyer with the SEC were prepared
        in
        accordance with GAAP and fairly present Buyer’s financial position and results
        of operations for the covered periods.

       

      (e) No
        representation or warranty of Buyer in this Agreement contains any untrue
        statement of material fact required to be stated herein to make the statement
        not misleading.

       

      (f) Buyer
        is
        not in violation of, and the execution, delivery, and performance of this
        Agreement or the other agreements contemplated by this Agreement and the
        consummation of the transactions contemplated by this Agreement do not and
        will
        not result in any breach or acceleration of, any of the terms or conditions
        of
        its articles of incorporation or by-laws, or of any mortgage, bond, indenture,
        contract, agreement, license or other instrument or obligation to which Buyer
        is
        a party. The execution, delivery and performance of this Agreement or the
        other
        agreements contemplated by this Agreement will not result in the material
        violation of any statute, regulation, judgment, writ, injunction or decree
        of
        any court, threatened or entered in a proceeding or action in which Buyer
        is,
        was or may be bound.

       

      
        	
                9.

              	
                In
                  consideration of the benefits to Seller hereunder, and in order
                  to induce
                  Buyer to enter into this Agreement, Seller hereby covenants and
                  agrees
                  with Buyer as follows:

              


      

       

      (a) That
        for
        a period of one (1) year after the Closing Date, Seller shall not, and Seller
        shall cause each person, corporation or other entity related to, controlling
        or
        controlled by Seller, to not solicit or attempt to solicit any of the customers,
        clients or accounts listed on Schedule A with the intent or purpose to perform
        for such customer, client or account the same or similar services sold by
        Buyer.

       

      (b) That
        for
        a period of two (2) years after the Closing Date, Seller shall not, and Seller
        shall cause each person, corporation or other entity related to, controlling
        or
        controlled by Seller, to not, without the prior written consent of Buyer,
        induce
        or attempt to induce any employee of Buyer to leave the employ of Buyer,
        or in
        any way interfere with the relationship between Buyer and any employee
        thereof.

       

      (c) In
        the
        event a court of competent jurisdiction deems any provision in this Section
        to
        be unreasonable, unenforceable or invalid, then such provision(s) shall be
        interpreted as broadly as may be considered reasonable by such court and
        this
        Section shall be deemed amended to the maximum scope of business, duration
        or
        geographic scope as such court determines to be reasonable and , as so amended,
        shall be enforced.

       

      (d) The
        parties acknowledge and agree that the breach of the provisions of this Section
        could not be adequately compensated with monetary damages and would irreparably
        injure Buyer, and, accordingly, that injunctive relief and specific performance
        shall be appropriate remedies to enforce the provisions of this Section,
        and the
        parties waive (a) any claim or defense that there is an adequate remedy at
        law
        for such breach, and (b) the necessity of posting a bond or similar security;
        provided, however, that nothing contained herein shall limit the remedies,
        legal, or equitable, otherwise available to Buyer, and all remedies of the
        parties herein are in addition to any remedies available to the parties at
        law
        or otherwise.

       

      
        	
                10.

              	
                The
                  Closing shall take place on December 7, 2006 (the “Closing Date”). On the
                  Closing Date, Seller shall execute and deliver to Buyer such bills
                  of
                  sale, assignments and other good and sufficient instruments of
                  conveyance
                  and transfer, in form and substance reasonably satisfactory to
                  Buyer, as
                  are effective to transfer the Assets. The parties shall each deliver
                  to
                  the other such other documentation, such as board of director and
                  shareholder resolutions, as the other party shall reasonably
                  request.

              


      

       

      
        	
                11.

              	
                All
                  representations and warranties of the parties made in this Agreement
                  or as
                  provided in this Agreement shall survive the Closing Date for a
                  period of
                  two (2) years thereafter notwithstanding any investigation at any
                  time
                  made by or on behalf of the other party (“Survival Period”). All
                  representations and warranties related to any specific claim asserted
                  in
                  writing prior to the expiration of the Survival Period shall survive
                  until
                  such claim shall be resolved and payment in respect thereof, if
                  any is
                  owing, shall be made.

              


      

       

      
        	
                12.

              	
                Indemnification.

              


      

       

      (a) Seller
        will fully indemnify and hold harmless Buyer, its officers, directors, employees
        and affiliates against and in respect of any and all liabilities, losses,
        damages, deficiencies, costs, or expenses (including, without limitation,
        the
        reasonable fees and expenses of investigation and counsel) (collectively,
        “Losses”) resulting from (i) any misrepresentation or breach of any
        representation, warranty, covenant or agreement by Seller made in this
        Agreement; (ii) any claims, proceedings, actions or investigations made or
        brought by third parties based on or arising from acts, omissions or states
        of
        fact relating to Seller or the Assets and occurring or in existence prior
        to the
        Closing Date; or (iii) the failure of Seller to timely pay any taxes
        relating to or resulting from the Assets for any and all periods through
        and
        including the Closing Date.

       

      (b) Buyer
        will fully indemnify and hold harmless the Seller, its officers, directors,
        shareholders, employees and affiliates against and in respect of any and
        all
        Losses resulting from (i) any misrepresentation or breach of any
        representation, warranty, covenant or agreement by Buyer made in this Agreement
        or as provided in this Agreement or (ii) any claims, proceedings, actions
        or
        investigations made or brought by third parties based on or arising from
        acts,
        omissions or states of fact relating to Buyer or the Assets and occurring
        after
        the Closing Date.

       

      (c) Any
        indemnification claim of a party must be asserted prior to the expiration
        of the
        Survival Period. Following the expiration of the Survival Period, a party
        may
        not assert any claims for indemnification under this Section.

       

      (d) Each
        party’s responsibility shall not apply to the first $1,000 of Losses, and is
        subject to a maximum responsibility of $500,000.

       

      (e) Any
        person entitled to indemnification under this Agreement shall (i) give prompt
        notice to the indemnifying party of any third party claim with respect to
        which
        it seeks indemnification and (ii) permit such indemnifying party to assume
        the
        defense of such claim with counsel reasonably satisfactory to the indemnified
        party; provided, that any person entitled to indemnification under this
        Agreement shall have the right to employ separate counsel and to participate
        in
        the defense of such claim, but the fees and expenses of such counsel shall
        be at
        the expense of such person.

       

      
        	
                13.

              	
                Any
                  claim or controversy arising among or between the parties hereto
                  pertaining to this Agreement and any claim or controversy arising
                  out of
                  or respecting any matter contained in this Agreement or any difference
                  as
                  to the interpretation of any of the provisions of this Agreement
                  shall be
                  settled by arbitration in Houston, Texas, by three (3) arbitrators
                  under
                  the then prevailing rules of the American Arbitration
                  Association.

              


      

       

      
        	
                14.

              	
                This
                  writing is intended by the parties as a final expression of their
                  agreement and is intended also as a complete and exclusive statement
                  of
                  the terms of their agreement. No course of prior dealings between
                  the
                  parties and no usage of the trade shall be relevant to supplement
                  or
                  explain any term used in this
                  Agreement.

              


      

       

      
        	
                15.

              	
                This
                  Agreement can be modified or rescinded only by a writing by both
                  parties
                  or their duly sworn authorized
                  agents.

              


      

       

      
        	
                16.

              	
                No
                  claim or right arising out of the breach of this Agreement can
                  be
                  discharged in whole or in part by a waiver or renunciation of such
                  claim
                  or right unless the waiver or renunciation is in writing signed
                  by the
                  aggrieved party.

              


      

       

      
        	
                17.

              	
                The
                  invalidity or unenforceability of any particular provision of this
                  Agreement shall not affect other provisions hereof and this Agreement
                  shall be construed in all respects as if such invalid or unenforceable
                  provisions were omitted.

              


      

       

      
        	
                18.

              	
                This
                  Agreement shall inure to the benefit of and be binding upon the
                  parties
                  named herein as the Seller and the Buyer and, except as heretofore
                  provided, to their respective successors, assigns, heirs, executors,
                  legal
                  representatives and administrators.

              


      

       

      
        	
                19.

              	
                All
                  notices, consents, requests, demands, instructions or other communications
                  provided for in this Agreement shall be in writing and shall be
                  deemed
                  validly given, made and served when delivered personally, or sent
                  by
                  certified or registered mail, postage prepaid, overnight courier,
                  by
                  telephone facsimile or electronic mail, pending the designation
                  of another
                  address, addressed as follows:

              


      

       

      Connex
        Services, Inc.

      6121
        FM
        1960 West, Suite 202

      Houston,
        Texas 77069

      Attn:
        Joseph B. Cordaro

      Ph:
        (281)
        440-6767

      Fax:
        (281) 440-6777

      Email:
        joecordaro@connexservices.com

       

      Eagle
        Broadband, Inc.

      101
        Courageous Drive

      League
        City, Texas 77573

      Attn:
        David Micek, President

      Ph:
        (281)
        538-6000

      Fax:
        (281) 538-4730

      Email:
        dmicek@eaglebroadband.com

       

      
        	
                20.

              	
                This
                  Agreement shall be executed simultaneously in two or more counterparts,
                  each of which shall be deemed an original but all of which together
                  shall
                  constitute one and the same instrument, and this Agreement shall
                  be
                  construed under the laws of the State of
                  Texas.

              


      

       

      IN
        WITNESS WHEREOF the parties hereto have set their hands and seals the day
        and
        year first above written.

       

       

      Connex
        Services, Inc.    Eagle
        Broadband, Inc.

       

       

      By: /s/
        Anthony R. Cordaro   By: /s/
        David Micek   

       

       

      Name: Anthony
        R. Cordaro   Name: David
        Micek    

       

       

      Title: President
        and
        CEO                                
Title: President
        and CEO