Exhibit 10.20

THIS CONVERTIBLE  PROMISSORY NOTE AND ANY SECURITIES INTO WHICH THIS CONVERTIBLE
PROMISSORY  NOTE IS  CONVERTIBLE  HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER
ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH  REGISTRATION OR QUALIFICATION  OR AN EXEMPTION  THEREFROM UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


                           CONVERTIBLE PROMISSORY NOTE


$402,000.00                                                  December 10, 2003
                                                             League City, Texas


                  FOR VALUE RECEIVED, Eagle Broadband, Inc., a Texas corporation
(the "Company"), promises to pay to the order of JONATHAN HAYDEN, or his assigns
("Holder"), the principal sum of FOUR HUNDRED TWO THOUSAND DOLLARS ($402,000.00)
with interest on the  outstanding  principal  amount at the rate of 6% per annum
(computed on the basis of actual  calendar  days elapsed and a year of 365 days)
or, if less, at the highest rate of interest  then  permitted  under  applicable
law;  provided,  however,  that from and after an Event of Default  (as  defined
below),  all  indebtedness  hereunder  shall accrue interest at the highest rate
permitted by applicable  law.  Interest  shall commence with the date hereof and
shall  continue  on  the  outstanding  principal  until  paid  or  converted  in
accordance with the provisions hereof. In the event that any interest is paid on
this  Convertible  Promissory Note (this "Note") which is deemed to be in excess
of the then  legal  maximum  rate,  then that  portion of the  interest  payment
representing  an amount in excess of the then legal maximum rate shall be deemed
a payment of principal and applied against the principal of this Note.

     1.  DEFINITIONS.  For purposes of this Note, the following terms shall have
the  following  meanings:

     "CONTROL" shall mean the possession,  directly or indirectly,  of the power
to direct or cause the  direction  of the  management  or policies of a company,
whether  through the ownership of voting  securities,  by contract or otherwise,
and the terms "Controlling" and "Controlled" (and the lower-case versions of the
same) shall have meanings correlative thereto.

     "GUARANTEED  MARKET PRICE". The Company shall guarantee the Holder at least
a market  price of $1.75 per  vested  Option  and $0.00  per  non-vested  Option
cancelled in return for the extension of credit by Holder. The cancelled options
for which this Note is being issued are shown in Attachment A to this Note. Such
Guaranteed  Market  Price is valid for up to six months  following  the Maturity
Date or the date that all common shares  underlying the vested options have been
fully  registered  whichever occurs last.  However,  this Maturity Date shall be
automatically  extended for any Holder who is prevented from exercising  options
or selling  the  underlying  shares as a result of the Company  Insider  Trading
Policies and the corresponding  "Blackout  Periods" by the actual amount of days
in each applicable Blackout Period.  Notwithstanding the foregoing, the Maturity
Date  shall not be  extended  past  December  31,  2004.  In the event the total
consideration  received by Holder,  after exercising his Options and selling the
underlying  shares  ("Eagle  Shares")  in the  open  market,  is less  than  the
Guaranteed Market Price times the number of Eagle Shares sold for any days sale,
Company  agrees to pay Holder the difference on each day's sales between the (a)
the  sale  price  and  (b)  the  Guaranteed  Market  Price  so  that  the  total
consideration  actually  realized  by  Holder  for any days sale is equal to the
Guaranteed  Market  Price times the number of Eagle Shares  sold.  Moreover,  if
(during the term of this Note which is defined to be until all cash  amounts are
paid in full or the  Guaranteed  Market  Price  period,  whichever is later) the
Holder  becomes  vested  in  additional  shares  pursuant  to the  terms  of the
cancelled  but unvested  Stock  Options , the Company shall assume the liability
for the  additional  consideration  at $1.75 per Option and shall  automatically
modify the  principal  sum of this Note to reflect the  additional  newly vested
options. Any amounts due the Option Holder as a result of this guarantee will be
paid in 12 equal monthly installments  beginning 30 days after the Maturity Date
in the case where the Company elects to pay principal and interest in cash or 30
days after the proper exercise of any given option and corresponding  stock sale
where the Company  elects to replace  vested and unvested  Options as defined in
this Note. See Board of Directors  Resolutions  attached hereto as Exhibit A and
incorporated herein by reference for all purposes. Capitalized terms used herein
and not  otherwise  defined  have the  meanings  assigned  to such  terms in the
Purchase Agreement (as defined below).
<PAGE>

     2.  BOARD OF  DIRECTORS  RESOLUTIONS.  This  note  (the  "Note" ) is issued
pursuant to the Resolutions of the Board of Directors of Eagle  Broadband,  Inc.
(the  "Resolutions")  dated as of December  10,  2003,  hereto as EXHIBIT A. The
indebtedness  evidence by this Note is  guaranteed  by the Company but unsecured
except pursuant to Sections 5 below.

     3. MATURITY.  Unless sooner paid or converted in accordance  with the terms
hereof, the entire unpaid principal amount and all unpaid accrued interest shall
become fully due and payable on the earliest of (i) February 20, 2004;  (ii) ten
(10) days from the effective date that the  Corporation's  authorized shares are
increased to more than 200,000,000  shares which ever occurs first; or (iii) the
acceleration  of the maturity of this Note by the Holder upon the  occurrence of
an Event of Default (such earlier date, the "Maturity Date").

4. PAYMENTS.

     (a) FORM OF PAYMENT.  All  payments of interest and  principal  (other than
payment by way of  conversion)  shall be in lawful money of the United States of
America to Holder,  at the address  specified  by the  Holder,  or at such other
address  as may be  specified  from time to time by  Holder in a written  notice
delivered  to the  Company.  All  payments  shall be  applied  first to  accrued
interest, and thereafter to principal.

     (b) PREPAYMENT. Prepayment of principal or interest under this Note without
the express written consent of Holder is not permitted.

     5.   CONVERSION  OR  REPAYMENT  UPON  MATURITY.   In  the  event  that  any
indebtedness under this Note remains  outstanding on the Maturity Date, then all
outstanding  indebtedness under this Note shall, at the option of Company, which
shall be the same for all similar Note  Holders,  either (a) become  immediately
due and  payable in cash on such date  according  to the  schedule  of this Note
Agreement,  or (b)  automatically  convert  on such date into  both  vested  and
unvested  Options to purchase  shares of Company  common stock at a strike price
equal to the purchase price referenced in Holder's cancelled vested and unvested
stock  options.  In the case of  automatic  conversion  all interest due will be
applied to prepayment of the strike price of vested options.  Other terms of the
new Options  shall also be identical  to the  cancelled  stock  options with the
exception of terms  modified by this Note.

     6. CONVERSION OF OPTIONS.

     (a) ISSUANCE OF STOCK OPTIONS.  As soon as is reasonably  practicable after
the Maturity Date (but in any event within three (3) business days  thereafter),
the Company  shall either pay all interest and  principal  then due to Holder in
cash or  deliver to Holder an Option to  purchase  the number of shares of fully
registered  Company  common stock  identical to that  represented  by the vested
Options  previously  cancelled by Holder.  In addition,  Company  shall issue to
Holder unvested Options identical to those previously  cancelled by Holder.  All
common  shares(excluding  any  fractional  share)  issuable  by  reason  of  the
conversion  of the  Options  will be  issued  in such  name or  names  and  such
denomination or denominations as Holder has specified.

     (b) COMPLIANCE WITH LAWS AND  REGULATIONS.  The Company shall take all such
actions  as may be  necessary  to assure  that all  common  shares  issued  upon
conversion  may  be so  issued  without  violation  of  any  applicable  law  or
governmental  regulation or any requirement of any domestic  securities exchange
upon which such  underlying  shares of capital stock may be listed.

     7.  AFFIRMATIVE  COVENANTS.  So long as any  indebtedness  under  this Note
remains  outstanding,  the Company shall:

     (a) COMPLIANCE WITH LAWS.  Comply in all material  respects with applicable
laws,  rules,  regulations  and orders,  such  compliance  to  include,  without
limitations,  paying before the same become  delinquent all taxes,  assessments,
and  governmental  charges  imposed upon it or upon its property except for good
faith  contests  for which  adequate  reserves  are being  maintained.

     8. NEGATIVE COVENANTS.  So long as any indebtedness under this Note remains
outstanding,  the Company  shall not,  without 30 days prior  written  notice to
Holder,:

     (a) SALE OF ASSETS. Sell, transfer o r otherwise dispose of any interest in
any of the  Company's  material  assets  except  for sales of  inventory  in the
ordinary course of business and sales of obsolete equipment.

     (b)  ACQUISITIONS.  Enter  into any  agreement  to merge,  sell  Company or
otherwise  consummate  a change of  Control.

     (c) DISTRIBUTIONS. Declare or pay any dividends or make any distribution of
any kind on the  Company's  capital  stock,  or  purchase,  redeem or  otherwise
acquire, directly or indirectly,  any shares of the Company's capital stock, any
stock options,  any convertible  securities or other rights to acquire shares of
capital stock of the Company,  except for the  repurchase of such  securities at
from former  employees of or  consultants  to the Company at the original  issue
price paid  therefore  pursuant to  contractual  rights of the Company  upon the
termination  of such  employees' or  consultants'  employment by or provision of
service to the  Company.

     11. EVENTS OF DEFAULT.

     (a)  DEFINITION.  For purposes of this Note,  an Event of Default  shall be
deemed to have  occurred if:

     (i) any indebtedness under this Note is not paid when and as the same shall
become due and payable,  whether at maturity,  by  acceleration,  or  otherwise;

     (ii) default shall occur in the  observance or performance of any covenant,
obligation or agreement of the Company under this Note;

     (iii) any  representation,  warranty or  certification  made by the Company
herein  or  in  any  certificate,  report,  document,  agreement  or  instrument
delivered  pursuant to any provision  hereof or thereof shall prove to have been
false or incorrect in any respect on the date or dates as of which made;

     (iv) the  Company  shall (A) apply for or consent to the  appointment  of a
receiver,  trustee,  custodian  or  liquidator  of  itself  or any  part  of its
property,  (B)  become  subject  to  the  appointment  of a  receiver,  trustee,
custodian  or  liquidator  for itself or any part of its  property,  (C) make an
assignment  for the  benefit of  creditors,  (D) be  adjudicated  as bankrupt or
insolvent, (E) institute any proceedings under the United States Bankruptcy Code
or  any  other  federal  or  state  bankruptcy,  reorganization,   receivership,
insolvency or other similar law affecting the rights of creditors generally,  or
file  a  petition  or  answer  seeking  reorganization  or an  arrangement  with
creditors to take advantage of any insolvency  law, or file an answer  admitting
the material allegations of a bankruptcy,  reorganization or insolvency petition
filed  against  it, or (F) become  subject to any  proceedings  under the United
States Bankruptcy Code or any other federal or state bankruptcy, reorganization,
receivership,  insolvency or other similar law affecting the rights of creditors
generally,  or have an order for relief  entered  against  it in any  proceeding
under the United States Bankruptcy Code; or

         (v) a change of Control of the Company has occurred.

     (b)CONSEQUENCES  OF EVENTS OF DEFAULT.

     (i) If an Event of Default occurs,  all indebtedness  under this Note shall
become immediately due and payable without any action on the part of Holder, and
the Company shall immediately pay to Holder all such amounts.  From and after an
Event of  Default,  all  indebtedness  hereunder  shall  accrue  interest at the
highest rate  permitted by  applicable  law from and after the Event of Default.
The Company agrees to pay Holder all reasonable out-of-pocket costs and expenses
incurred  by Holder in any  effort to  collect  indebtedness  under  this  Note,
including  reasonable  attorney  fees,  and to pay  interest at the highest rate
permitted  by  applicable  law on such costs and expenses to the extent not paid
when  demanded.

     (ii) Holder  shall also have any other  rights  which  Holder may have been
afforded  under any other contract or agreement with Company at any time and any
other rights which Holder may have pursuant to  applicable  law.

     12. LOST,  STOLEN,  DESTROYED OR MUTILATED NOTES. In case any Note shall be
mutilated, lost, stolen or destroyed, the Company shall issue a new Note of like
date,  tenor and  denomination and deliver the same in exchange and substitution
for and upon surrender and cancellation of any mutilated Note, or in lieu of any
Note lost,  stolen or destroyed,  upon receipt of evidence  satisfactory  to the
Company of the loss, theft or destruction of such Note.

     13.  GOVERNING  LAW.  This Note is to be construed in  accordance  with and
governed by the internal laws of the State of Texas without giving effect to any
choice  of law  rule  that  would  cause  the  application  of the  laws  of any
jurisdiction  other than the  internal  laws of the State of Texas to the rights
and  duties of the  Company  and the  Holder.

     14. AMENDMENT. Any term of this Note issued pursuant to the Resolutions may
be amended  and the  observance  of any term of this Note may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively), only with the written consent of both the Company and the Holder
of Note.  Any  amendment or waiver  effected in accordance  with this  paragraph
shall be binding upon the Company and the Holder.

     15. NOTICES. Any notice or other communication  required under this Note to
be given by either  party to the other  shall be  deemed to be duly  given  when
personally  delivered  or when mailed by certified or  registered  mail,  return
receipt  requested,  postage  prepaid,  or delivered,  prepaid,  to an expedited
delivery  service,  to the other  party,  addressed as follows:  Company:  Eagle
Broadband,  Inc.  101  Courageous  Drive  League  City,  Texas 77573  Attention:
Chairman of the Board

                  Holder:
                           Jonathan Hayden
                           101 Courageous Drive
                           League City, Texas 77573


or to such other address which may be furnished in writing by one
party to the other.

     16.SEVERABILITY.  If one or more  provisions  of this  Note  are held to be
unenforceable  under  applicable law, such provision shall be excluded from this
Note and the balance of the Note shall be  interpreted as if such provision were
so excluded and shall be enforceable in accordance with its terms.

         IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Note to be duly
executed by its officers,  thereunto duly  authorized as of the date first above
written.

                                             EAGLE BROADBAND, INC.


                                             By:      /S/ DAVE WEISMAN
                                             -------------------------
                                             Dave Weisman
                                             Chief Executive Officer


AGREED & ACCEPTED:


/S/JONATHAN HAYDEN