Exhibit 10.15

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
effective as of the 13th day of December , 2004, by and between Eagle Broadband,
Inc., (the "Company") and Randy Shapiro (the "Executive").

     WHEREAS, the Company desires to retain the services of Executive as Vice
President of Marketing of Eagle Broadband and any successor corporation, and/or
other duties as may be determined by the Board of Directors of the Company and
the Executive desires to render such services on the terms and conditions set
forth herein.

     NOW, THEREFORE, in consideration of the mutual promises contained herein,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:

1. Employment Term. The Company employs the Executive and the Executive accepts
employment by the Company, upon the terms and subject to the conditions set
forth in this Agreement, until the 30th day of November, 2005; provided,
however, that such employment may be sooner terminated pursuant to the terms of
this Agreement.

2. Management of the Company. The Executive shall devote the Executive's full
time, best efforts, attention and skill to, and shall perform faithfully,
loyally and efficiently the Executive's duties at the Company Corporate
Headquarters. Further, the Executive will punctually and faithfully perform and
observe any and all rules and regulations which the Company may now or shall
hereafter reasonably establish governing the Executive's conduct and the conduct
of the Company's business which are consistent with this Agreement.

3. Compensation. In consideration of the services rendered to the Company by the
Executive, the Company shall pay the Executive a base salary at the annual rate
of $190,000 (the "Base Salary"). The Salary shall be payable in accordance with
the normal payroll practices of the Company then in effect. During the
Employment Period, the Base Salary may be reviewed periodically by the Chief
Executive Officer (the "CEO"). Any increase in the Base Salary shall not serve
to limit or reduce any other obligation to the Employee under this Agreement.
During the Term (and each mutual extension thereof), the Base Salary shall not
be reduced. The Salary, and all other forms of compensation paid to the
Executive hereunder, shall be subject to all applicable taxes required to be
withheld by the Company pursuant to federal, state or local law. The Executive
shall be solely responsible for income taxes imposed on the Executive by reasons
of any cash or non-cash compensation and benefits provided by this Agreement.
The Executive may elect to receive any portion of his salary in the form of
company common stock or options valued at the time that the compensation would
have been paid had it been paid in cash.

     Benefits. In addition to the Salary, during the Employment Term, the
Executive shall be entitled to four weeks of vacation and sick days and all
Company holidays, fully paid, per calendar year,.in accordance with the standard
policies and procedures of the Company. The Executive shall arrange for
vacations in advance at such time or times as shall be mutually agreeable to the
Executive and the Company's Board of Directors. The Executive may; (i) not
receive pay in lieu of vacation; (ii) participate in all employee benefit plans
and/or arrangements adopted by the Company relating to pensions, hospital,
medical, dental, disability and life insurance, deferred salary and savings
plans, and other similar employee benefit plans or arrangements to the extent
that the Executive meets the eligibility requirements for any such plan as in
effect from time to time; (iii) receive payment by the Company directly, or
reimbursement by the Company for, reasonable and customary business and
out-of-pocket expenses incurred by the Executive in connection with the
performance by the Executive of the Executive's duties under this Agreement in
accordance with the Company's policies and practices for reimbursement of such
expenses, as in effect from time to time, including, without limitation,
reasonable and necessary travel, lodging, entertainment and meals incurred by
the Executive in furtherance of the Company's business and at the Company's
request. The Executive shall have the right but not the obligation to travel by
Business Class commercial air travel on any international trips. In addition the
Company shall include (i) airfare for one (1) roundtrip ticket per month to San
Francisco.

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     Incentives. In addition to the payment of Base Salary, the Company is
paying a one time cash bonus of $146,000 (net amount after taxes). The Executive
can choose to receive the entire $146,000 one-time-cash bonus in cash, a
combination of cash and company stock or entirely in stock. If the Executive
elects to receive some or all of the one-time bonus in company stock, the stock
will be in the form of a grant (i.e. free trading stock). The Executive has been
previously granted Incentive Stock Options (the "Stock Options") for 250,000
shares and hereby grants to the Employee, as an additional incentive to maximize
the potential of the Company, Stock Options to purchase an additional 200,000
shares of the company. Each stock option provides the Executive with the right
to purchase one share of the Company's common stock. All options shall contain a
cashless conversion feature as well as standard anti-dilution provisions. A
summary of Employee's existing and additional Stock Options follows.

     The original options to purchase 150,000 shares have an exercise price of
     $0.41 and were issued to Employee on September 1, 2003. The second award of
     options to purchase shares consisted of options to purchase 100,000 shares
     have an exercise price of $1.13 and were issued on June 1, 2004. The third
     award of options to purchase shares consists of options to 200,000 shares
     and are to be awarded coincident with the execution of this agreement, that
     is December 13, 2004, and the price per share of the stock was $0.78. The
     exercise price of each award of options was based on the closing price of
     the Company's common stock on the day preceding the award, which the Board
     of Directors of the Company determined to be the fair market value of such
     common stock on the date of the award.

     The options previously awarded and awarded coincident with the execution of
     this agreement have differing vesting periods since all the awards, as well
     as the current award vest ratably and monthly over a period from the date
     of the award until the end of February, 2005. Thus the original award of
     options vests over 18 months, the second over 9 months and the third over
     two months. In the event that there is a change of control (e.g. the
     company is acquired, etc.) all such Stock Options shall vest immediately.
     The stock options will expire on September 1, 2008. All underlying shares
     of all options shall bear piggyback registration rights at the option of
     the executive.

     In addition to the above options, effective September 1, 2003, Employee was
     granted additional options to purchase 560,000 shares of stock based upon
     the Company's total market capitalization attaining certain levels.

     Pursuant to those awards, the following options have vested:


     Shares    Grant Date   Expiration Date  Option Price   Reason

      75,000    3/12/2004       1-Sep-08         $0.41      $200M Market Cap

      85,000    3/12/2004       1-Sep-08         $0.60      $250M Market Cap

     100,000    3/12/2004       1-Sep-08         $0.75      $300M Market Cap



     The following additional options are outstanding but have yet to become
     vested:

     100,000    3/12/2004       1-Sep-08         $0.90      $450M Market Cap

     100,000    3/12/2004       1-Sep-08         $1.00      $650M Market Cap

     100,000    3/12/2004       1-Sep-08         $1.10        $1B Market Cap

All Stock Options issued as recited above shall be registered under a Form S-8.

Termination of Employment. The Executive's employment hereunder shall terminate
upon the earliest to occur of any the following events, on the dates and at the
times specified below:

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      (i) the close of business on the date of the Executive's death ("Death");

      (ii) the close of business on the Termination Date (as defined below)
specified in the Notice of Termination (defined below) which the Company shall
have delivered to the Executive due to the Executive's Disability. "Disability"
shall mean if (i) the Executive is absent from work for 30 calendar days in any
twelve-month period by reason of illness or incapacity (whether physical or
otherwise) or (ii) the Company reasonably determines that the Executive is
unable to perform his duties, services and responsibilities by reason of illness
or incapacity (whether physical or otherwise) for a total of 30 calendar days in
any twelve-month period during the Employment Term. The Executive agrees, in the
event of any dispute under this Paragraph, and after receipt by the Executive of
such Notice of Termination from the Company, to submit to a physical examination
by a licensed physician selected by the Company. The Executive may seek a second
opinion from a licensed physician acceptable to the Company. If the results of
the first examination and the second examination are different, a licensed
physician selected by the physicians who have performed the first and second
examinations shall perform a third physical examination of the Executive, the
result of which shall be determinative for purposes of this Section;

     (iii) the close of business on the Resignation Date specified in the Notice
of Resignation which the Executive shall have delivered to the Company to resign
from his employment ("Resignation");

      (iv) the close of business on the Termination Date specified in the Notice
of Termination which the Company shall have delivered to the Executive to
terminate the Executive's employment for Cause. "Cause" as used herein means
termination based on (i) the Executive's material breach of this Agreement; (ii)
conviction of the Executive for (a) any crime constituting a felony in the
jurisdiction in which committed, (b) any crime involving moral turpitude
(whether or not a felony), or (c) any other criminal act against the Company
involving dishonesty or willful misconduct intended to injure the Company
(whether or not a felony), (iii) substance abuse by the Executive, (iv) the
failure or refusal of the Executive to follow one or more lawful and proper
directives of Board of Directors of the Company delivered to the Executive in
writing, or (v) willful malfeasance or gross misconduct by the Executive which
discredits or damages the Company; or (i) the breach of any Employee Covenants
as defined in this Agreement.

     Any purported termination by the Company or the resignation by the
Executive (other than a reason of Death or on the Expiration Date) shall be
communicated by written Notice of Termination (or Notice of Resignation) to the
other. As used herein, the term "Notice of Termination" shall mean a notice
which indicates the specific termination provision in this Agreement relied upon
and sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under the
provision so indicated. After Executive receives of a Notice of Termination, the
Executive shall continue to be available to the Company on a part-time basis at
reasonable and customary hourly rates to assist in the necessary transition. The
term "Notice of Resignation" shall mean a notice which indicates the Executive's
voluntary resignation from his employment. After Company receives a Notice of
Resignation, the Executive shall continue to be available to the Company on a
part-time basis at reasonable and customary hourly rates to assist in the
necessary transition.

     As used herein, the term "Termination Date" shall mean (i) in the case of
Death, the date of the Executive's death, (ii) in the case of expiration of the
term hereof, the Expiration Date, or (iii) in all other cases, the date
specified in the Notice of Termination. "Resignation Date" shall mean the date
specified in the Resignation Notice.

5.   Results of Termination.
     -----------------------

     a. Termination Upon Death or Disability of the Executive: If Executive dies
     or becomes disabled during the term of this Agreement, this Agreement shall
     immediately terminate and neither the Executive nor the Company shall have
     any further obligations hereunder, except that the Company shall continue
     to pay the Executive for any accrued unpaid salary, accrued benefits, or
     unreimbursed expenses owed to the Executive as of the Termination Date.

     b. Resignation by the Executive. The Executive may at any time resign from
     his employment by giving 30 days' prior written notice. This Agreement
     shall terminate on the date cited in the Notice of Resignation and neither
     the Executive nor the Company shall have any further obligations hereunder,
     except that employee is bound by the covenants described in paragraph 6 of
     this Agreement and that the Company shall continue to pay the Executive for
     any accrued unpaid salary, accrued benefits, or unreimbursed expenses owed
     to the Executive as of the effective Resignation Date. At its option, the
     Company shall have the right upon receipt of the 30 days' prior written
     Notice of Termination to pay the Executive one (1) months' compensation at
     his then applicable rate, together with any other accrued and unpaid
     amount, and request that the Executive depart the Company promptly in an
     orderly, professional manner.

<PAGE>


     c. Termination by Company For Cause: The Company shall have the right at
     any time to terminate the Executive's employment immediately for Cause, as
     defined herein. If the employment is so terminated, the Company will pay
     any accrued and unpaid amount then owing for salary, benefits or expenses,
     and shall have the right, upon such payment, to request that the Executive
     depart the Company promptly in an orderly, professional manner.

     d. Termination by Company without Cause. Upon termination of this Agreement
     by Company without Cause, Executive shall receive (i) twelve month's salary
     paid monthly; (ii) a one year look forward vesting privileges on all
     incentives (iii) group medical and dental coverage for a one (1) year
     period (iv) payment, if any, for accrued and unused vacation days according
     to the Company's current policy applicable to payment for unused vacation.

6.   Employee Covenants.

     Trade Secrets and Proprietary Information. The Executive agrees and
understands that due to the Executive's position with the Company, the Executive
will be exposed to, and has received and will receive, confidential and
proprietary information of the Company or relating to the Company's business or
affairs collectively, the "Trade Secrets"), including but not limited to
technical information, product information and formulae, processes, business and
marketing plans, strategies, customer information, other information concerning
the Company's products, promotions, development, financing, expansion plans,
business policies and practices and other forms of information considered by the
Company to be proprietary and confidential and in the nature of trade secrets.
Trade Secrets shall not include any such information which (A) was known to the
Executive prior to his employment by the Company or (B) was or becomes generally
available to the public other than as a result of a disclosure by the Executive
in violation of the provisions of this Section. Except to the extent that the
proper performance of the Executive's duties, services and responsibilities
hereunder may require disclosure, the Executive agrees that during the
Employment Term and at all times thereafter the Executive will keep such Trade
Secrets confidential and will not disclose such information, either directly or
indirectly, to any third person or entity without the prior written consent of
the Company. This confidentiality covenant has no temporal, geographical or
territorial restriction. On the Termination Date unless the Executive remains as
an employee of the Company thereafter in which case, on the date which the
Executive is no longer an employee of the Company), the Executive will promptly
supply to the Company all property, keys, notes, memoranda, writings, lists,
files, reports, customer lists, correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data, formulae or any other tangible product or
document which has been produced by, received by or otherwise submitted to and
retained by the Executive in the course of his employment with the Company. Any
material breach of the terms of this paragraph shall be considered Cause.


     Prohibited and Competitive Activities. The Executive and the Company
recognize that due to the nature of the Executive's engagement hereunder and the
relationship of the Executive to the Company, the Executive has had and will
have access to, has had and will acquire, and has assisted and may continue to
assist in, developing confidential and proprietary information relating to the
business and operations of the Company and its affiliates, including, without
limitation, Trade Secrets. The Executive acknowledges that such information has
been and will be of central importance to the business of the Company and its
affiliates and that disclosure of it to, or its use by, others (including,
without limitation, the Executive (other than with respect to the Company's
business and affairs)) could cause substantial loss to the Company.

     The Executive and the Company also recognize that an important part of the
Executive's duties will be to develop goodwill for the Company and its
affiliates through the Executive's personal contact with Clients (as defined
below), employees, and others having business relationships with the Company,
and that there is a danger that this good will, a proprietary asset of the
Company, may follow the Executive if and when the Executive's relationship with
the Company is terminated. The Executive accordingly agrees as follows:

     (i) Prohibited Activities. The Executive agrees that the Executive will not
at any time during the Employment Term: (A) (other than in the course of the
Executive's employment) disclose or furnish to any other person or, directly or
indirectly, use for the Executive's own account or the account of any other
person, any Trade Secrets, no matter from where or in what manner he may have
acquired such Trade Secrets, and the Executive shall retain all such Trade
Secrets in trust for the benefit of the Company, its affiliates and the
successors and assigns of any of them, (B) directly or through one or more
intermediaries, solicit for employment or recommend to any subsequent employer
of the Executive the solicitation for employment of, any person who, at the time
of such solicitation, is employed by the Company or any affiliate, (C) directly
or indirectly, whether for the Executive's own account or for the account of any
other person, solicit, divert, or endeavor to entice away from the Company or
any entity controlled by the Company, or otherwise engage in any activity
intended to terminate, disrupt, or interfere with, the Company's or any of its
affiliates' relationships with, Clients, or otherwise adversely affect the
Company's or any of its affiliates' relationships with Clients or other business
relationships of the Company or any affiliate thereof, or (D) publish or make
any statement critical of the Company or any shareholder or affiliate of the
Company or in any way adversely affect or otherwise malign the business or
reputation of any of the foregoing persons (any activity described in clause
(A), (B), (C) or (D) of this Section being referred to as a Prohibited
Activity"); provided, however, that if in the written opinion of Counsel, the
Executive is legally compelled to disclose Trade Secrets to any tribunal or else
stand liable for contempt or suffer other similar censure or penalty, then the
disclosure to such tribunal of only those Trade Secrets which such counsel
advises in writing are legally required to be disclosed shall not constitute a
Prohibited Activity provided that the Executive shall give the Company as much
advance notice of such disclosure as is reasonably practicable. As used herein,
the term "Clients" shall mean those persons who, at any time during the
Executive's course of employment with the Company (including, without
limitation, prior to the date of this Agreement) are or were clients or
customers of the Company or any affiliate thereof or any predecessor of any of
the foregoing.

<PAGE>


     (ii) Non-Competition. By and in consideration of the Company's entering
into this Agreement, the Executive agrees that the Executive will not, during
the Employment Term, engage in any Competitive Activity. The term "Competitive
Activity" means engaging in any of the following activities: (A) serving as a
director of any Competitor (as defined below), (B) directly or indirectly
through one or more intermediaries, either (X) controlling any Competitor or (Y)
owning any equity or debt interests in any Competitor (other than equity or debt
interests which are publicly traded and, at the time of any acquisition thereof
by the Executive, do not in the aggregate exceed 5% of the particular class of
interests of such Competitor then outstanding) (it being understood that, if
interests in any Competitor are owned by an investment vehicle or other entity
in which the Executive owns an equity interest, a portion of the interests in
such Competitor owned by such entity shall be attributed to the Executive, such
portion determined by applying the percentage of the equity interest in such
entity owned by the Executive to the interests in such Competitor owned by such
entity), (C) employment by (including serving as an officer, director or partner
of), providing consulting services to (including, without limitation, as an
independent contractor), or managing or operating the business or affairs of,
any Competitor or (D) participating in the ownership, management, operation or
control of or being connected in any manner with any Competitor. The term
"Competitor" as used herein (i) during the Employment Term, means any person
(other than the Company or any of their respective affiliates) that competes,
either directly or indirectly with any of the business offerings conducted
through the termination date of the Employee's employment by the Company or any
affiliate.

7. Remedies. The Executive agrees that any breach of the terms of this Section
would result in irreparable injury and damage to the Company for which the
Company would have no adequate remedy at law. The Executive therefore agrees
that in the event of said breach or any threat of breach, the Company shall be
entitled to an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Executive and/or any and
all persons and/or entities acting for and/or with the Executive, without having
to prove damages. The terms of this paragraph shall not prevent the Company from
pursuing any other available remedies to which the Company may be entitled at
law or in equity for any breach or threatened breach hereof, including but not
limited to the recovery of damages from the Executive. the provisions of this
Section 8 shall survive any termination of this Agreement. The existence of any
claim or cause of action by the Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of the covenants and agreements of this Section.

8. Proprietary Information and Inventions.
The Executive agrees that any and all inventions, discoveries, improvements,
processes, formulae, business application software, patents, copyrights and
trademarks made, developed, discovered or acquired by him prior to and during
the Employment Term, solely or jointly with others or otherwise, which relate to
the business of the Company, collectively, the "Inventions"), shall be fully and
promptly disclosed to the Board of Directors and to such person or persons as
the Board of Directors shall direct and the Executive irrevocably assigns to the
Company all of the Executive's right, title and interest in and to all
Inventions of the Company and all such Inventions shall be the sole and absolute
property of the Company and the Company shall be the sole and absolute owner
thereof. The Executive agrees that he will at all times keep all Inventions
secret from everyone except the Company and such persons as the Board of
Directors may from time to time direct. The Executive shall, as requested by the
Company at any time and from time to time, whether prior to or during the
Employment Term, execute and deliver to the Company any instruments deemed
necessary by the Company to effect disclosure and assignment of the Inventions
to the Company or its designees and any patent applications (United States or
foreign) and renewals with respect thereto, including any other instruments
deemed necessary by the Company for the prosecution of patent applications, the
acquisition of letters patent and/or the acquisition of patents or copyrights in
any and all countries and to vest title thereto in the Company or its nominee.

<PAGE>


9. Representations and Warranties of the Executive. The Executive represents and
warrants to the Company that:

     (i)  The Executive's employment by the Company as contemplated will not
          conflict with, and will not be constrained by, any prior or current
          employment, consulting agreement or relationship, whether written or
          oral; and


     (ii) The Executive does not possess confidential information arising out of
          any employment, consulting agreement or relationship with any person
          or entity other than the Company, which could be utilized in
          connection with the Executive's employment by the Company.

    (iii) The Executive does not participate in outside businesses related to
          the Company, and has obligations to serve on the Board of Directors of
          other entities. The Executive participates and has ownership in
          business outside the Company and the work product of such
          participation in outside businesses does not constitute a violation
          this Agreement.

10. Binding Effect or Assignment. This Agreement shall inure to the benefit of
and be binding upon the parties and their respective heirs, executors,
representatives, states, successors and assigns, including any successor or
assign to all or substantially all of the business and/or assets of the Company,
whether direct or indirect, by purchase, merger, consolidation, acquisition of
stock, or otherwise; provided, however, that the Executive, or any beneficiary
or legal representative of the Executive, shall not assign all or any portion of
the Executive's rights or obligations under this Agreement without the prior
written consent of the Company.

11. Notices. All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made as of
the date delivered, mailed or transmitted, and shall be effective upon receipt.

12. Amendment and Modification. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by each of the Executive and the Company. No such waiver
or discharge by either party hereto at any time or any waiver or discharge of
any breach by the other party hereto of, or compliance with, any condition or
provision of this agreement to be performed by such other party, shall be deemed
a waiver or discharge of similar or dissimilar provisions or conditions, or a
waiver or discharge of any breach of any provisions, at the same or at any prior
or subsequent time.

13. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of Texas without giving effect to the
conflict of law principles of that state.

14. Severability. In the event that any one or more of the provisions of this
Agreement shall be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
portion of this Agreement, and this Agreement shall be construed as if such
provision had never been contained herein.

15. Withholding Taxes. Notwithstanding anything contained herein to the
contrary, all payments required to be made hereunder by the Company to the
Executive, or his estate or beneficiaries, shall be subject to the withholding
of such amounts as the Company may reasonably determine it should withhold
pursuant to any applicable federal, state or local law or regulation.

<PAGE>


16. Arbitration of Disputes. The parties hereto mutually consent to the
resolution by arbitration of all claims and controversies arising out of or
relating to this Agreement. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively in the manner set
forth in this Section 16. If the Company and the Executive disagree on any
matter arising under or in connection with this Agreement, either party shall
have the right to deliver to the other party a written request (a "Consent
Request") that the other party consent to the position of the requesting party
with respect to the matter in question. The parties shall negotiate in good
faith to resolve the matters set forth in the Consent Request. If the parties
are unable to agree on a matter set forth in a Consent Request within thirty
(30) days following delivery thereof, then the parties shall elect one
arbitrator, who shall be knowledgeable in the high technology industry. If the
parties fail to agree upon an arbitrator within thirty (30) days, either party
may request the Office of the president of the American Arbitrator Association
to do so. Each party shall then submit its or his position in writing to the
arbitrator within thirty (30) days of the arbitrator's selection. After
receiving the written positions of the parties, and after a hearing, if the
arbitrators deem a hearing to be necessary, the arbitrator shall and must select
the position offered by one of the parties. Such arbitration procedure shall be
commenced immediately upon selection of the arbitrator and shall be completed
within ninety (90) days. The decision of the arbitrator shall be final and
binding on the parties. Notwithstanding any other provision of this Agreement,
if any termination of this Agreement becomes subject to arbitration, the Company
shall not be required to pay any amounts to the Executive (except those amounts
required by law) until completion of the arbitration and the rendering of the
arbitrator's decision. The amounts, if any, determined by the arbitrator to be
owed by the Company to the Executive shall be paid within the five (5) days
after the decision by the arbitrator is rendered. All matters approved pursuant
to this Section 16 shall be deemed conclusively to have been approved or agreed
upon by the parties for all purposes of the Agreement. Judgment may be entered
on the Arbitrator's award in any court having jurisdiction. The costs and
expenses of such arbitration shall be borne in accordance with the determination
of the arbitrator. All benefits including salary and other compensation will be
in full effect during the duration of the arbitration. Failure of the Company to
continue compensation will result in an automatic breach of this Agreement and
all compensation earn and unearned will become immediately due to the Executive.

17. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

18. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes any and all prior agreements, written or oral,
understandings and arrangements, either oral or written, between the parties
with respect to the subject matter, and shall, as of the date hereof, constitute
the only employment agreement between the parties.

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

20. Construction. The headings in this Agreement are for reference purposes only
and shall not limit or otherwise affect the meaning or interpretation of this
Agreement.

<PAGE>


IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as
of the date first above written.

Eagle Broadband, Inc.

By: /s/ Mr. David A. Weisman
    ------------------------
Name:  Mr. David A. Weisman
Title: CEO and Chairman of the Board of Directors

By: /s/ Randy Shapiro
    -----------------
Randy Shapiro