Exhibit 10.8


    Exhibit
      10.8

     

    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

     

    This
      Amended and Restated Employment Agreement (“Agreement”) is entered into by Eagle
      Broadband, Inc. (“Company”) and Richard H. Sanger, Jr. (“Employee”), to be
      effective as of December 14, 2006 (the “Effective Date”).

     

    WITNESSETH:

     

    WHEREAS,
      Employee has been employed by Company since July 21, 2004; and

     

    WHEREAS,
      the
      Company desires to continue 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 continue 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
      1:  

     

    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 period commencing on
      the Effective Date, and expiring on July 21, 2010.

     

    (a)  At
      least
      thirty (30) days prior to the expiration of the Term (and each mutually agreed
      to extension thereof), the Board of Directors of the Company (the “Board”) 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 (2) year period (“Extension Period”), and the Term (or any
      mutually agreed to extension thereof) shall be extended for an additional two
      (2) 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 Section 3.2(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.

     

    1.2  Beginning
      as of the Effective Date and throughout the Term (and mutually agreed to
      extension thereof), Employee shall be employed as Vice President of
      Administration and Corporate Secretary of the Company. Employee shall report
      to
      the President
      and Chief Executive Officer.
      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 President and Chief
      Executive Officer, 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 President and Chief Executive Officer.

     

    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. Without limiting the
      foregoing, Employee acknowledges that Employee has read the Company’s
“Pre-clearance and Blackout Policy,” “Insider Trading Policy” and “Section 16
      Compliance Program”, and Employee accepts the status of an “Insider” under such
      policies, and Employee agrees to comply with such policies.

     

    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.

     

    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 that might involve a possible conflict of interest without first
      obtaining approval in accordance with this Agreement and the Company’s policies
      and procedures.

     

    1.6 After
      the
      Employment Period, Employee shall, at the request of the Company, render all
      reasonable assistance and perform all lawful acts that the Company reasonably
      considers necessary or advisable in connection with any litigation involving
      the
      Company or any director, officer, employee, shareholder, agent, representative,
      consultant, client or vendor of the Company; provided, however, Employee shall
      be compensated for his reasonable expenses, and reasonable efforts will be
      made
      to accommodate Employee’s schedule.

     

    ARTICLE
      2:  

     

    COMPENSATION
      AND BENEFITS

     

    2.1  During
      the Employment Period, the Employee shall receive a base salary (“Base Salary”)
      of One Hundred and Seventy-Five Thousand Dollars ($175,000) per annum, less
      all
      required deductions, including but not limited to federal withholding, social
      security and other taxes, and payable bi-weekly on the Company’s regular payroll
      schedule. In the future, after each anniversary date during the Employment
      Period hereof, Employee’s salary shall be reviewed by the Board or the
      Compensation Committee thereof and may be increased as determined from time
      to
      time 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 (as increased from
      time to time) shall not be reduced.

     

    2.2  During
      the Employment Period, the Employee shall receive grants of shares of common
      stock of the Company based on the attainment of the following
      objectives:

     

    25,000
      shares when Eagle Broadband, Inc. stock reaches $3.00 per share (adjusted for
      stock splits, stock dividends or other recapitalizations).

     

    25,000
      shares when Eagle Broadband, Inc. records a profitable quarter.

     

    2.3  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 other 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.

     

    2.4  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.

     

    2.5  During
      the Employment Period, the Employee shall be entitled to four weeks of vacation,
      fully paid, per calendar year. Any unused vacation can be carried over each
      year
      and will be paid as compensation upon termination of employment.

     

    2.6  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.

     

    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 or 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 without Good Reason. “Good Reason” is defined to be (1)
      a Change in Control; (2) a reduction in base salary; (3) a material decrease
      in
      the level of responsibility, title or benefits to Employee; (4) relocation
      of
      the Company headquarters more than 50 miles from its current headquarters;
      or
      (5) the Company willfully breaches a material term of this Agreement and fails
      to cure same after written notice from Employee and ten (10) business days
      thereafter such breach remains uncured. Employee will provide the Company with
      thirty (30) days advance notice of his intent to terminate his employment
      voluntarily (except for (5) above). Employee shall continue to remain an
      employee of the Company through the thirty (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
      thirty (30) day notice period, in which case Employee’s employment shall cease
      immediately.

     

    “Change
      in Control” is defined to be any of the following events: (i) the stockholder’s
      approval of a plan of complete liquidation of Company; (ii) the consummation
      of
      the sale of disposition by Company of all or substantially all of Company’s
      assets; (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of
      the Securities and Exchange Act of 1934, as amended) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 or 13d-5 under said Act), directly
      or indirectly, of securities of Company representing 50% or more of the total
      voting power represented by Company’s then outstanding voting securities; or
      (iv) the date of the consummation of a merger or consolidation of Company with
      any other corporation that has been approved by the stockholders of Company,
      other than a merger or consolidation which would result in persons who were
      the
      direct or indirect owners of voting securities of Company outstanding
      immediately prior to the consummation of such merger or consolidation becoming,
      immediately after such consummation, the direct or indirect owners of voting
      securities representing more than fifty percent (50%) of the total voting power
      represented by the then-outstanding voting securities of the surviving
      corporation, in substantially the same respective proportions as such persons’
ownership of the voting securities of Company immediately before such
      consummation. A transaction shall not constitute a Change in Control if its
      sole
      purpose is to change the state of Company’s incorporation or to create a holding
      company that will be owned in substantially the same proportions by the persons
      who held Company’s securities immediately before such transaction.

     

    (iv)  Termination
      by Company for Cause. “Termination for Cause” shall mean a termination of
      employment immediately upon written 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; (e) conviction of a felony
      or (f) a failure to follow the reasonable directions of the Chief Executive
      Officer or the Board of Directors. 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 Section 3.1(a)(i) through (iv) above, except for Employee’s
      voluntary termination for Good Reason, 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, for prorated portions of any bonuses
      earned or due Employee, and the terms of any of the Company’s health or welfare
      plans. Employee shall also receive payment, if any, for accrued and unused
      vacation as set forth in Section 2.5

     

    (c)  Notwithstanding
      anything contained in Section 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 3.1(a)(i) through 3.1(a)(iv)
      above, or to end Employee’s employment upon the expiration of the
      Term.

     

    (a)  If
      the
      Termination Date occurs during the Term (or any mutual extension thereof) other
      than because of the circumstances described in Sections 3.1(a)(i) through
      3.1(a)(iv) above, or if Employee voluntarily terminates for Good Reason, after
      Company’s receipt of a full release of all claims against the Company (excluding
      only payments called for under this Agreement or benefits and payments to be
      payable after Termination Date under any of the Company’s health or welfare
      plans) Company shall pay Employee (subject to required taxes and withholdings)
      as follows:

     

    (i)  pro
      rata
      Base Salary through the Termination Date and prorated bonuses earned through
      the
      Termination Date, paid in a lump sum;

     

    (ii)  payment,
      if any, for accrued and unused vacation days, paid in a lump sum;
      and

     

    (iii)  the
      Employee’s Base Salary for a one-year period, paid on the Company’s normal
      payroll schedule.

     

    (b)  Termination
      of the employment relationship as a result of expiration of the Term of this
      Agreement shall not require any notice of termination, and Employee shall only
      be entitled to the payments stipulated in (i) and (ii) above, but not any other
      payments.

     

    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 that are continuing obligations, including Employee’s obligations
      under Article 4.

     

    ARTICLE
      4:  OWNERSHIP
      AND PROTECTION OF INTELLECTUAL PROPERTY

     

    AND
      CONFIDENTIAL
      INFORMATION; NON COMPETITION 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 uses in its business to obtain a competitive advantage over
      its 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
      its
      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 Employee’s 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 Employee’s 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 Employee’s intent to disclose any such confidential business
      information in such context so as to allow the Company 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 through 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, (and ancillary to the other covenants of the Company under this
      Agreement)” 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 eighteen (18) months following
      the termination of Employee’s employment, the Employee will not, directly or
      through any other person, firm, or corporation:

     

    (a)  in
      any
      state of the United States of America in which the Company presently does
      business or does business during Employee’s employment 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
      or
      any business referral sources or vendors to 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
      involve the lines of business described in the Company’s most recent Form 10-K
      filed with the Securities & Exchange Commission at the time of termination
      of this Agreement, along with any lines of business added by the Company from
      the date of filing such 10-K to the date of termination of the Employee’s
      employment.

     

    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 League City, 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. 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.
      The prevailing party, as determined by the Arbitrator, may seek to recover
      its
      reasonable attorney fees and costs in accordance with applicable laws.
      Notwithstanding the foregoing provisions, either party 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.

     

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

     

    EAGLE
      BROADBAND, INC.   EMPLOYEE

     

    By: /s/
      David Micek    /s/
      Richard H. Sanger, Jr.   

    Name: David
      Micek    Richard
      H. Sanger, Jr.

    Title: President
      and CEO

    


    Date:       Date: