Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered into as of August ___,  2005,  by and between Eagle  Broadband,  Inc., a
corporation organized under the laws of the State of Texas (the "Company"),  and
the person executing the signature page (the "Purchaser").

         This Agreement is made pursuant to the Securities  Purchase  Agreement,
dated as of the date hereof,  by and between the  Purchaser  and the Company (as
amended,  modified or supplemented  from time to time, the "Securities  Purchase
Agreement").

         The Company and the Purchaser hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are
defined in the Securities  Purchase Agreement shall have the meanings given such
terms in the  Securities  Purchase  Agreement.  As used in this  Agreement,  the
following terms shall have the following meanings:

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means shares of the Company's common stock, par
value $.001 per share.

                  "Effectiveness  Date" means with  respect to the  Registration
Statement, the date the Commission deems such Registration Statement effective.

                  "Effectiveness  Period"  shall have the  meaning  set forth in
Section 2(a).

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "Filing  Date"  means,   with  respect  to  the   Registration
Statement required to be filed hereunder,  a date no later than 10 business days
following the date hereof.

                  "Holder"  or  "Holders"  means  the  Purchaser  or  any of its
affiliates or transferees to the extent any of them hold Registrable Securities.

                  "Indemnified  Party"  shall  have  the  meaning  set  forth in
Section 5(c).

                  "Indemnifying  Party"  shall  have the  meaning  set  forth in
Section 5(c).

                  "Proceeding" means an action,  claim,  suit,  investigation or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus" means the prospectus included in the Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

<PAGE>

                  "Registrable  Securities"  means the  shares  of Common  Stock
issued pursuant to the Securities Purchase Agreement.

                  "Registration  Statement"  means each  registration  statement
required  to be  filed  hereunder,  including  the  Prospectus,  amendments  and
supplements to such  registration  statement or  Prospectus,  including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by reference  or deemed to be  incorporated  by  reference in such  registration
statement.

                  "Rule  144"  means  Rule  144  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Rule  415"  means  Rule  415  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Rule  424"  means  Rule  424  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities  Purchase  Agreement" means the agreement  between
the parties hereto calling for the issuance by the Company of Common Stock.

                  "Trading  Market" means any of the NASD OTC Bulletin  Board or
the American Stock Exchange.

     2. Registration.

          (a) On or prior to the Filing Date the Company  shall prepare and file
     with  the  Commission  a  Registration  Statement  on an  appropriate  form
     covering  the resale of the  Registrable  Securities  for an offering to be
     made on a continuous  basis pursuant to Rule 415. The Company shall use its
     reasonable  commercial  efforts to cause the  Registration  Statement to be
     declared  effective  under the Securities Act as promptly as possible after
     the filing thereof. The Company shall use its reasonable commercial efforts
     to  keep  the  Registration  Statement  continuously  effective  under  the
     Securities  Act until the date  which is the  earlier  date of when (i) all
     Registrable  Securities have been sold or (ii) all  Registrable  Securities
     may be sold  immediately  without  registration  under the  Securities  Act
     pursuant to Rule 144, as determined by the counsel to the Company  pursuant
     to a written  opinion  letter to such effect,  addressed  to the  Company's
     transfer agent and the affected Holders (the "Effectiveness Period").
<PAGE>

          (b) If the  Registration  Statement  is not  filed  on or prior to the
     Filing  Date the  Company  shall pay to each  Holder an amount in cash,  as
     liquidated  damages and not as a penalty,  equal to 1% of such  Purchaser's
     purchase price of the Company Common Stock. If the  Registration  Statement
     is not  filed  on or  prior  to 30  calendar  days  from  the  date of this
     Agreement  (such failure or breach being referred to as an "Event," and the
     date on which such Event occurs,  being referred to as "Event Date"),  then
     until the applicable  Event is cured,  the Company shall pay to each Holder
     an amount in cash, as liquidated damages and not as a penalty,  equal to 4%
     of such  Purchaser's  purchase  price of the Company  Common Stock for such
     thirty (30) day period  (prorated  for partial  period),  which  liquidated
     damage  amount  shall  increase  to 5% for each  subsequent  30 day  period
     (prorated for partial periods). While such Event continues, such liquidated
     damages shall be paid not less often than each thirty (30) days.

          (c) Within  five (5)  business  days of the  Effectiveness  Date,  the
     Company  shall  cause its  counsel  to issue a blanket  opinion in the form
     attached  hereto as  Schedule A, to the  transfer  agent  stating  that the
     shares  are  subject  to an  effective  registration  statement  and can be
     reissued free of restrictive  legend upon notice of a sale by the Purchaser
     and  confirmation by the Purchaser that it has complied with the prospectus
     delivery  requirements,  provided  that the  Company  has not  advised  the
     transfer  agent orally or in writing  that the opinion has been  withdrawn.
     Copies of the  blanket  opinion  required  by this  Section  2(c)  shall be
     delivered to the Purchaser within the time frame set forth above.


     3. Registration Procedures.  If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

          (a) prepare and file with the  Commission the  Registration  Statement
     with  respect  to such  Registrable  Securities,  respond  as  promptly  as
     possible  to any  comments  received  from  the  Commission,  and  use  its
     commercially  reasonable  efforts to cause the  Registration  Statement  to
     become and remain  effective  for the  Effectiveness  Period  with  respect
     thereto,  and promptly  provide to the Purchaser  copies of all filings and
     Commission letters of comment relating thereto;

          (b)  prepare  and  file  with  the  Commission   such  amendments  and
     supplements  to the  Registration  Statement  and  the  Prospectus  used in
     connection  therewith as may be necessary to comply with the  provisions of
     the  Securities  Act with  respect to the  disposition  of all  Registrable
     Securities  covered  by  the  Registration   Statement  and  to  keep  such
     Registration  Statement effective until the expiration of the Effectiveness
     Period;
<PAGE>

          (c) furnish to the Purchaser such number of copies of the Registration
     Statement and the Prospectus  included therein  (including each preliminary
     Prospectus)  as the  Purchaser  reasonably  may request to  facilitate  the
     public sale or disposition  of the  Registrable  Securities  covered by the
     Registration Statement;

          (d) use its commercially reasonable efforts to register or qualify the
     Purchaser's  Registrable  Securities covered by the Registration  Statement
     under the  securities or "blue sky" laws of such  jurisdictions  within the
     United States as the Purchaser may reasonably request,  provided,  however,
     that the  Company  shall not for any such  purpose be  required  to qualify
     generally to transact business as a foreign corporation in any jurisdiction
     where it is not so qualified or to consent to general service of process in
     any such jurisdiction;

          (e)  list  the  Registrable  Securities  covered  by the  Registration
     Statement  with any  securities  exchange on which the Common  Stock of the
     Company is then listed; and

          (f)  immediately  notify the  Purchaser  at any time when a Prospectus
     relating  thereto is required to be delivered  under the Securities Act, of
     the  happening of any event of which the Company has  knowledge as a result
     of which the Prospectus contained in such Registration  Statement,  as then
     in effect,  includes  an untrue  statement  of a material  fact or omits to
     state a material  fact  required to be stated  therein or necessary to make
     the statements  therein not misleading in light of the  circumstances  then
     existing.

     4. Registration Expenses. All expenses relating to the Company's compliance
with Sections 2 and 3 hereof,  including,  without limitation,  all registration
and filing  fees,  printing  expenses,  fees and  disbursements  of counsel  and
independent  public  accountants for the Company,  fees and expenses  (including
reasonable  counsel  fees)  incurred in  connection  with  complying  with state
securities  or "blue  sky"  laws,  fees of the  NASD,  transfer  taxes,  fees of
transfer agents and registrars,  are called "Registration Expenses". All selling
commissions applicable to the sale of Registrable Securities, including any fees
and  disbursements  of any special  counsel to the  Holders are not  included in
Registration Expenses, and are the responsibility of the Purchaser.  The Company
shall only be responsible for all Registration Expenses.
<PAGE>

     5. Indemnification.

          (a) In the event of a registration of any Registrable Securities under
     the Securities Act pursuant to this  Agreement,  the Company will indemnify
     and hold harmless the Purchaser, and its officers, directors and each other
     person,  if any,  who  controls  the  Purchaser  within the  meaning of the
     Securities Act, against any losses, claims,  damages or liabilities,  joint
     or several,  to which the  Purchaser,  or such  persons may become  subject
     under the  Securities  Act or  otherwise,  insofar as such losses,  claims,
     damages or liabilities (or actions in respect  thereof) arise out of or are
     based upon any untrue statement or alleged untrue statement of any material
     fact contained in any  Registration  Statement under which such Registrable
     Securities  were  registered  under the  Securities  Act  pursuant  to this
     Agreement,   any  preliminary  Prospectus  or  final  Prospectus  contained
     therein,  or any  amendment or supplement  thereof,  or arise out of or are
     based upon the  omission or alleged  omission  to state  therein a material
     fact  required to be stated  therein or  necessary  to make the  statements
     therein not  misleading,  and will reimburse the  Purchaser,  and each such
     person  for any  reasonable  legal or other  expenses  incurred  by them in
     connection with  investigating or defending any such loss,  claim,  damage,
     liability or action; provided, however, that the Company will not be liable
     in any such case if and to the extent that any such loss, claim,  damage or
     liability  arises  out of or is based upon an untrue  statement  or alleged
     untrue statement or omission or alleged omission so made in conformity with
     information  furnished by or on behalf of the  Purchaser or any such person
     in writing specifically for use in any such document.

          (b) In the event of a registration of the Registrable Securities under
     the Securities Act pursuant to this Agreement, the Purchaser will indemnify
     and hold harmless the Company,  and its officers,  directors and each other
     person,  if any,  who  controls  the  Company  within  the  meaning  of the
     Securities Act, against all losses, claims,  damages or liabilities,  joint
     or several,  to which the Company or such persons may become  subject under
     the Securities Act or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect  thereof) arise out of or are based upon
     any untrue statement or alleged untrue statement of any material fact which
     was furnished in writing by the Purchaser to the Company  expressly for use
     in (and such information is contained in) the Registration  Statement under
     which such Registrable  Securities were registered under the Securities Act
     pursuant to this Agreement,  any preliminary Prospectus or final Prospectus
     contained therein,  or any amendment or supplement thereof, or arise out of
     or are based upon the  omission  or  alleged  omission  to state  therein a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements therein not misleading,  and will reimburse the Company and each
     such person for any reasonable legal or other expenses  incurred by them in
     connection with  investigating or defending any such loss,  claim,  damage,
     liability or action,  provided,  however, that the Purchaser will be liable
     in any such  case if and only to the  extent  that  any such  loss,  claim,
     damage or liability  arises out of or is based upon an untrue  statement or
     alleged  untrue  statement  or  omission  or  alleged  omission  so made in
     conformity  with  information  furnished in writing to the Company by or on
     behalf  of  the  Purchaser  specifically  for  use in  any  such  document.
     Notwithstanding  the provisions of this paragraph,  the Purchaser shall not
     be  required to  indemnify  any person or entity in excess of the amount of
     the  aggregate  net  proceeds  received  by the  Purchaser  in  respect  of
     Registrable  Securities in connection with any such registration  under the
     Securities Act.
<PAGE>

          (c)   Promptly   after   receipt   by  a  party   entitled   to  claim
     indemnification  hereunder  (an  "Indemnified  Party")  of  notice  of  the
     commencement of any action,  such  Indemnified  Party shall, if a claim for
     indemnification  in respect  thereof is to be made  against a party  hereto
     obligated to indemnify such Indemnified  Party (an  "Indemnifying  Party"),
     notify the Indemnifying  Party in writing  thereof,  but the omission so to
     notify the Indemnifying Party shall not relieve it from any liability which
     it may have to such  Indemnified  Party other than under this  Section 5(c)
     and shall  only  relieve  it from any  liability  which it may have to such
     Indemnified  Party  under  this  Section  5(c)  if and to  the  extent  the
     Indemnifying Party is prejudiced by such omission.  In case any such action
     shall be brought  against  any  Indemnified  Party and it shall  notify the
     Indemnifying  Party of the commencement  thereof,  the  Indemnifying  Party
     shall be entitled to  participate  in and, to the extent it shall wish,  to
     assume and undertake the defense thereof with counsel  satisfactory to such
     Indemnified  Party,  and, after notice from the Indemnifying  Party to such
     Indemnified  Party of its election so to assume and  undertake  the defense
     thereof,  the  Indemnifying  Party shall not be liable to such  Indemnified
     Party under this Section 5(c) for any legal expenses  subsequently incurred
     by such Indemnified  Party in connection with the defense  thereof;  if the
     Indemnified Party retains its own counsel, then the Indemnified Party shall
     pay all fees, costs and expenses of such counsel, provided,  however, that,
     if the defendants in any such action include both the indemnified party and
     the  Indemnifying  Party and the  Indemnified  Party shall have  reasonably
     concluded that there may be reasonable  defenses  available to it which are
     different from or additional to those available to the  Indemnifying  Party
     or if the interests of the  Indemnified  Party  reasonably may be deemed to
     conflict  with the interests of the  Indemnifying  Party,  the  Indemnified
     Party  shall have the right to select one  separate  counsel  and to assume
     such legal  defenses and  otherwise to  participate  in the defense of such
     action,  with the reasonable expenses and fees of such separate counsel and
     other  expenses  related  to such  participation  to be  reimbursed  by the
     Indemnifying Party.

          (d) In order to provide  for just and  equitable  contribution  in the
     event of joint  liability  under  the  Securities  Act in any case in which
     either (i) the Purchaser, or any officer, director or controlling person of
     the Purchaser, makes a claim for indemnification pursuant to this Section 5
     but it is judicially determined (by the entry of a final judgment or decree
     by a court of competent  jurisdiction  and the expiration of time to appeal
     or the denial of the last right of appeal)  that such  indemnification  may
     not be enforced in such case  notwithstanding  the fact that this Section 5
     provides for  indemnification  in such case, or (ii) contribution under the
     Securities  Act  may be  required  on the  part  of the  Purchaser  or such
     officer,  director or controlling  person of the Purchaser in circumstances
     for which  indemnification  is provided  under this Section 5; then, and in
     each such case,  the  Company  and the  Purchaser  will  contribute  to the
     aggregate  losses,  claims,  damages  or  liabilities  to which they may be
     subject  (after  contribution  from others) in such  proportion so that the
     Purchaser is responsible only for the portion represented by the percentage
     that  the  public   offering  price  of  its  securities   offered  by  the
     Registration Statement bears to the public offering price of all securities
     offered by such Registration  Statement,  provided,  however,  that, in any
     such case,  (A) the Purchaser will not be required to contribute any amount
     in excess of the public offering price of all such securities offered by it
     pursuant to such Registration Statement; and (B) no person or entity guilty
     of fraudulent misrepresentation (within the meaning of Section 10(f) of the
     Act) will be entitled to contribution from any person or entity who was not
     guilty of such fraudulent misrepresentation.
<PAGE>

     6.  Representations  and  Warranties  of  Purchaser.  Purchaser  agrees  to
complete  Schedule B attached hereto and additionally to provide the Company any
information or assistance  requested by the Company in order to file or complete
the Registration Statement.

     7. Miscellaneous.

          (a) Remedies.  In the event of a breach by the Company or by a Holder,
     of any of their respective obligations under this Agreement, each Holder or
     the Company,  as the case may be, in addition to being entitled to exercise
     all rights granted by law and under this Agreement,  including  recovery of
     damages,  will be entitled to specific performance of its rights under this
     Agreement.

          (b) Compliance.  Each Holder  covenants and agrees that it will comply
     with  the  prospectus  delivery  requirements  of  the  Securities  Act  as
     applicable  to  it in  connection  with  sales  of  Registrable  Securities
     pursuant to the Registration Statement.

          (c) Discontinued Disposition. Each Holder agrees by its acquisition of
     such Registrable Securities that, upon receipt of a notice from the Company
     of the  occurrence  of a  Discontinuation  Event (as defined  below),  such
     Holder  will  forthwith   discontinue   disposition  of  such   Registrable
     Securities under the applicable  Registration Statement until such Holder's
     receipt  of  the  copies  of the  supplemented  Prospectus  and/or  amended
     Registration  Statement or until it is advised in writing (the "Advice") by
     the Company that the use of the applicable  Prospectus may be resumed, and,
     in either  case,  has received  copies of any  additional  or  supplemental
     filings that are  incorporated or deemed to be incorporated by reference in
     such  Prospectus  or  Registration  Statement.   The  Company  may  provide
     appropriate  stop orders to enforce the provisions of this  paragraph.  For
     purposes of this  Section  7(d), a  "Discontinuation  Event" shall mean (i)
     when the Commission  notifies the Company  whether there will be a "review"
     of such  Registration  Statement  and whenever the  Commission  comments in
     writing on such Registration  Statement (the Company shall provide true and
     complete  copies thereof and all written  responses  thereto to each of the
     Holders);  (ii) any request by the Commission or any other Federal or state
     governmental  authority for amendments or supplements to such  Registration
     Statement or Prospectus or for additional  information;  (iii) the issuance
     by the Commission of any stop order  suspending the  effectiveness  of such
     Registration Statement covering any or all of the Registrable Securities or
     the initiation of any Proceedings for that purpose; (iv) the receipt by the
     Company  of  any  notification  with  respect  to  the  suspension  of  the
     qualification  or exemption from  qualification  of any of the  Registrable
     Securities for sale in any  jurisdiction,  or the initiation or threatening
     of any Proceeding for such purpose;  and/or (v) the occurrence of any event
     or passage of time that makes the  financial  statements  included  in such
     Registration  Statement  ineligible for inclusion  therein or any statement
     made  in  such  Registration   Statement  or  Prospectus  or  any  document
     incorporated  or deemed to be incorporated  therein by reference  untrue in
     any material  respect or that requires any  revisions to such  Registration
     Statement,  Prospectus  or other  documents  so  that,  in the case of such
     Registration  Statement  or  Prospectus,  as the case  may be,  it will not
     contain  any  untrue  statement  of a  material  fact or omit to state  any
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein,  in light of the  circumstances  under which they were
     made, not misleading.
<PAGE>

          (d)  Amendments  and  Waivers.   The  provisions  of  this  Agreement,
     including the provisions of this sentence, may not be amended,  modified or
     supplemented,  and waivers or consents to  departures  from the  provisions
     hereof may not be given,  unless the same shall be in writing and signed by
     the Company and the Holders of the then outstanding Registrable Securities.
     Notwithstanding  the  foregoing,  a waiver or  consent  to depart  from the
     provisions hereof with respect to a matter that relates  exclusively to the
     rights of certain  Holders and that does not directly or indirectly  affect
     the rights of other  Holders may be given by Holders of at least a majority
     of the  Registrable  Securities  to which such  waiver or consent  relates;
     provided, however, that the provisions of this sentence may not be amended,
     modified,  or supplemented  except in accordance with the provisions of the
     immediately preceding sentence.

          (e)  Notices.  Any  notice or  request  hereunder  may be given to the
     Company or the Purchaser at the respective  addresses set forth below or as
     may  hereafter be specified in a notice  designated  as a change of address
     under this Section 7(e). Any notice or request  hereunder shall be given by
     registered or certified  mail,  return  receipt  requested,  hand delivery,
     overnight  mail,  Federal  Express  or other  national  overnight  next day
     carrier (collectively,  "Courier") or telecopy (confirmed by mail). Notices
     and  requests  shall be, in the case of those by hand  delivery,  deemed to
     have been given when delivered to any party to whom it is addressed, in the
     case of those by mail or  overnight  mail,  deemed to have been given three
     (3)  business  days after the date when  deposited  in the mail or with the
     overnight  mail  carrier,  in the case of a Courier,  the next business day
     following timely delivery of the package with the Courier, and, in the case
     of  a  telecopy,   when  confirmed.   The  address  for  such  notices  and
     communications shall be as follows:

       If to the Company:            Eagle Broadband, Inc.
                                     101 Courageous Drive
                                     League City, TX  77573
                                     Attention: Dave Micek
                                          President & Chief Executive Officer
                                     Facsimile: (281) 538-5370

                                     with a copy to:
                                     Brewer & Pritchard, PC
                                     3 Riverway, Suite 1800
                                     Houston, TX  77056
                                     Attention: Thomas C. Pritchard
                                     Facsimile: (713) 209-2921

       If                            to a Purchaser: To the
                                     address    set   forth
                                     under  such  Purchaser
                                     name on the  signature
                                     pages hereto.

       If to any other Person
       who is then
       the registered Holder:        To the address of such Holder as it
                                     appears in the stock transfer books
                                     of the Company

         or such other  address as may be  designated  in writing  hereafter  in
         accordance with this Section 7(e) by such Person.

          (f) Successors and Assigns.  This Agreement shall inure to the benefit
     of and be binding upon the successors and permitted  assigns of each of the
     parties and shall inure to the benefit of each Holder.  The Company may not
     assign  its  rights or  obligations  hereunder  without  the prior  written
     consent of each  Holder.  Each Holder may assign  their  respective  rights
     hereunder  in  the  manner  and to  the  Persons  as  permitted  under  the
     Securities  Purchase  Agreement  with  the  prior  written  consent  of the
     Company, which consent shall not be unreasonably withheld.

          (g) Execution and Counterparts.  This Agreement may be executed in any
     number of  counterparts,  each of which when so executed shall be deemed to
     be an original and, all of which taken  together  shall  constitute one and
     the same  Agreement.  In the  event  that any  signature  is  delivered  by
     facsimile  transmission,  such  signature  shall  create  a  valid  binding
     obligation  of the party  executing  (or on whose behalf such  signature is
     executed)  the same  with the same  force and  effect as if such  facsimile
     signature were the original thereof.
<PAGE>

          (h)  Governing  Law.  All  questions   concerning  the   construction,
     validity,  enforcement  and  interpretation  of  this  Agreement  shall  be
     governed by and construed and enforced in accordance with the internal laws
     of the State of Texas, without regard to the principles of conflicts of law
     thereof.   Each  party   agrees  that  all   Proceedings   concerning   the
     interpretations,  enforcement and defense of the transactions  contemplated
     by this Agreement  shall be commenced  exclusively in the state and federal
     courts sitting in the City of Houston,  County of Harris, Texas. Each party
     hereto  hereby  irrevocably  submits to the exclusive  jurisdiction  of the
     state and federal courts sitting in the City of Houston,  County of Harris,
     Texas  for the  adjudication  of any  dispute  hereunder  or in  connection
     herewith or with any transaction  contemplated  hereby or discussed herein,
     and hereby irrevocably  waives, and agrees not to assert in any Proceeding,
     any claim that it is not personally subject to the jurisdiction of any such
     court, that such Proceeding is improper.

          (i) Cumulative  Remedies.  The remedies provided herein are cumulative
     and not exclusive of any remedies provided by law.

          (j) Severability.  If any term, provision,  covenant or restriction of
     this Agreement is held by a court of competent  jurisdiction to be invalid,
     illegal,  void or  unenforceable,  the remainder of the terms,  provisions,
     covenants and  restrictions set forth herein shall remain in full force and
     effect and shall in no way be affected,  impaired or  invalidated,  and the
     parties  hereto  shall use their  reasonable  efforts to find and employ an
     alternative  means to achieve the same or substantially  the same result as
     that contemplated by such term, provision,  covenant or restriction.  It is
     hereby stipulated and declared to be the intention of the parties that they
     would  have  executed  the  remaining  terms,  provisions,   covenants  and
     restrictions  without including any of such that may be hereafter  declared
     invalid, illegal, void or unenforceable.

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

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]



<PAGE>



         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.

EAGLE BROADBAND, INC.                   FREDERICK C. APPLEGATE TRUST



By:                                     By:
             -----------------------                ---------------------------

Name:                                   Name:
             -----------------------                ---------------------------

Title:                                  Title:
             -----------------------                ---------------------------

                                        Address for Notices:

                                        P.O. Box 657205
                                        Rancho Sante Fe, CA 92067
                                        Attention: ________________

                                        Facsimile: (858) 759-2495



<PAGE>



         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.


EAGLE BROADBAND, INC.                  DAVID CALLAN



By:                                    By:
             -----------------------               ----------------------------

Name:                                  Name:
             -----------------------               ----------------------------

Title:                                 Title:
             -----------------------               ----------------------------

                                       Address for Notices:

                                       1228 Pine Street
                                       Philadelphia, PA 19107
                                       Attention:        ________________
                                       Facsimile:        ________________



<PAGE>



IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.

EAGLE BROADBAND, INC.                 FRORER PARTNERS, L.P.



By:                                   By:
             -----------------------              ------------------------------

Name:                                 Name:
             -----------------------              ------------------------------

Title:                                Title:
             -----------------------              ------------------------------

                                      Address for Notices:

                                      15 North Balch Street
                                      Hanover, NH 03755
                                      Attention: ________________
                                      Facsimile: ________________



<PAGE>



IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.

EAGLE BROADBAND, INC.                   W. ANTHONY HITSCHLER



By:                                     By:
             -----------------------                ---------------------------

Name:                                   Name:
             -----------------------                ---------------------------

Title:                                  Title:
             -----------------------                ---------------------------

                                        Address for Notices:

                                        211 Randor-Chester Road
                                        Villanova, PA  19085
                                        Attention: ________________
                                        Facsimile: ________________




<PAGE>






                                   SCHEDULE A

                               [August ____, 2005]
---------------------
---------------------
---------------------

Attn:  ________________

Re:      [Company Name]. Registration Statement
Ladies and Gentlemen:
--------------------------------------------------------------------------------

         As counsel to [company name] , a Texas corporation (the "Company"),  we
have been  requested to render our opinion to you in connection  with the resale
by the  individuals  or  entitles  listed on  Schedule  A attached  hereto  (the
"Selling Stockholders"), of an aggregate of [amount]shares (the "Shares") of the
Company's Common Stock.

         A Registration  Statement  under the Securities Act of 1933, as amended
(the "Act"),  with respect to the resale of the Shares was declared effective by
the  Securities  and Exchange  Commission on [date].  Enclosed is the Prospectus
dated [date].  We  understand  that the Shares are to be offered and sold in the
manner described in the Prospectus.

         Based upon the foregoing,  upon request by the Selling  Stockholders at
any time while the registration  statement remains effective,  it is our opinion
that  the  Shares  have  been  registered  for  resale  under  the  Act  and new
certificates evidencing the Shares upon their transfer or re-registration by the
Selling  Stockholders may be issued without  restrictive  legend. We will advise
you if the registration  statement is not available or effective at any point in
the future.

                                                     Very truly yours,


                                                     [Company counsel]




                                      A-1
<PAGE>





                                   SCHEDULE B
                              SELLING SHAREHOLDERS
                                  QUESTIONNAIRE


                               GENERAL INFORMATION

QUESTION 1(A):

NAME:  Please set forth the full name of the Selling Shareholder.

ANSWER:


QUESTION 1(B):

If the Selling  Shareholder  is not a natural  person,  please  confirm that the
Selling Shareholder is one of the following:

   - a reporting company under the Exchange Act
   - a majority owned subsidiary of a reporting company under the Exchange Act,
   - a registered investment fund under he 1940 Act.

Yes ___________   No ____________


QUESTION 1(C):

If the Selling Shareholder is not one of the three above, identify each officer,
director  and 5%  shareholder  (including  those  persons  that have  voting and
investment control over the Company shares).

ANSWER:


QUESTION 1(D):

Is the Selling Shareholder an executive officer or director of the Company or 5%
or more holder of Company shares of common stock.

Yes ____________  No ______________


QUESTION 2:

FAMILY RELATIONSHIPS. If you have any family relationship, by blood, marriage or
adoption  not more  remote  than  first  cousin,  with any  director,  executive
officer,  or nominee to become a director or  executive  officer of the Company,
its parent, any of its subsidiaries,  or other affiliates, or any individual who
has been  employed  by the  Company  in the  past  three  years as an  executive
officer,   please  identify  such  relative  and  describe  the  nature  of  the
relationship.

ANSWER:


QUESTION 3:

Is the Selling Shareholder a broker dealer or a broker dealer's affiliate?

Yes ___           No ___


If a Selling  Shareholder  is a broker dealer,  confirm the Selling  Shareholder
acquired  its  securities  as  compensation  for   underwriting   activities  or
investment purposes.


Yes ___           No ___

                                      B-1
<PAGE>


If a Selling  Shareholder  is a broker  dealer's  affiliate,  confirm  that this
broker dealer's affiliate:

     -    purchased  the  securities  to be  resold  in the  ordinary  course of
          business; and
     -    had no agreements or understandings,  directly or indirectly, with any
          person to distribute the securities at the time of their purchase.

Yes ___           No ___

                                       II
                               SECURITY OWNERSHIP

QUESTION 5: YOUR SECURITIES HOLDINGS.

          (a) As to each class of equity  securities of the Company,  its parent
or any subsidiary,  state the total number of shares or other units beneficially
owned by you as of the date hereof.

                                               (ii) NUMBER OF SHARES
TITLE OF EQUITY SECURITY                            BENEFICIALLY OWNED
(Include warrant, options and convertible debt)


---------------------------                     --------------------------

---------------------------                     --------------------------

---------------------------                     --------------------------

---------------------------                     --------------------------

                                      B-2
<PAGE>


IF YOU  LISTED  ANY  WARRANTS,  OPTIONS,  CONVERTIBLE  DEBT OR OTHER  DERIVATIVE
SECURITIES  THAT ARE NOT FULLY  VESTED,  PLEASE SET FORTH THE  VESTING  SCHEDULE
BELOW.



Vesting Schedule(s):


         (b)  If,  as a  result  of  applying  the  rules  regarding  beneficial
ownership summarized in the Appendix to this Questionnaire, you have included in
the  amount  stated in answer to  Question  5(a) above  under  "Number of Shares
Beneficially Owned" shares not issued in your name, please provide details as to
the nature of such beneficial  ownership of such shares or other units and state
the amount of shares or units so owned;

         ANSWER:



         (c)  If,  as a  result  of  applying  the  rules  regarding  beneficial
ownership  summarized in the Appendix to this  Questionnaire,  you have excluded
from the amount  stated in the answer to Question  5(a) above  under  "Number of
Shares Beneficially Owned" shares or units which are issued in your name, please
state the amount so excluded and explain why you are not the beneficial owner of
such shares or units.

         ANSWER:

         (d) Of the total number of shares or units  beneficially  owned by you,
as reported in answer to Question  5(a),  indicate below the amounts as to which
you have sole or shared voting or investment power.

                                COMMON STOCK    OTHER (I.E.  WARRANTS,
                                                OPTIONS OR
                                                CONVERTIBLE DEBT)




Sole voting power               ____________    _____________


Shared voting power             ____________    _____________


Sole investment power           ____________    _____________


Shared investment power         ____________    _____________


(e) Set forth the date of purchase of your shares, warrants or convertible debt.

ANSWER:


(f) State the consideration paid for your purchase.





                                      B-3