Unassociated Document


    Exhibit
      10.20

     

    INDEMNIFICATION
      AGREEMENT

     

    THIS
      INDEMNIFICATION AGREEMENT (the “Agreement”)
      is
      effective as of September 18, 2006, by and between Eagle Broadband, Inc., a
      Texas corporation (the “Company”),
      and
      ___________________________ (the “Indemnitee”).

     

    WHEREAS,
      the Indemnitee has been asked to serve on the Board of Directors of the Company
      (the “Board”);

     

    WHEREAS,
      it is reasonable, prudent and necessary for the Company contractually to
      obligate itself to indemnify persons serving as directors of the Company to
      the
      fullest extent permitted by applicable law so that they will serve or continue
      to serve as directors of the Company free from undue concern that they will
      not
      be so indemnified;

     

    WHEREAS,
      the Indemnitee is willing to serve and continue to serve on the Board on the
      condition that he be so indemnified; and

     

    WHEREAS,
      to the extent permitted by law, this Agreement is a supplement to and in
      furtherance of the provisions of the Amended and Restated Articles of
      Incorporation of the Company (the “Certificate”) and the provisions of the
      Bylaws of the Company (the “Bylaws”) or resolutions adopted pursuant thereto,
      and shall not be deemed a substitute therefor, nor to diminish or abrogate
      any
      rights of the Indemnitee thereunder;

     

    NOW
      THEREFORE, in consideration of the premises and the covenants contained herein,
      the Company and the Indemnitee do hereby covenant and agree as
      follows:

     

    Section
      1.  Services
      by the Indemnitee.
      The
      Indemnitee agrees to continue to serve at the request of the Company as a
      director of the Company (including, without limitation, service on one or more
      committees of the Board). Notwithstanding the foregoing, the Indemnitee may
      at
      any time and for any reason resign from any such position.

     

    Section
      2.  Indemnification
      - General.
      The
      Company shall indemnify, and advance Expenses (as hereinafter defined) to,
      the
      Indemnitee as provided in this Agreement and to the fullest extent permitted
      by
      applicable law in effect on the date hereof and to such greater extent as
      applicable law may thereafter from time to time permit. The rights of the
      Indemnitee provided under the preceding sentence shall include, but shall not
      be
      limited to, the rights set forth in the other Sections of this
      Agreement.

     

    Section
      3.  Proceedings
      Other Than Proceedings by or in the Right of the Company.
      The
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section
      3
      if, by
      reason of his Corporate Status (as hereinafter defined), he is, or is threatened
      to be made, a party to or participant in any threatened, pending or completed
      Proceeding (as hereinafter defined), other than a Proceeding by or in the right
      of the Company. Pursuant to this Section
      3,
      the
      Company shall indemnify the Indemnitee against Expenses, judgments, penalties,
      fines and amounts paid in settlement (as and to the extent permitted hereunder)
      actually and reasonably incurred by him or on his behalf in connection with
      such
      Proceeding or any claim, issue or matter therein, if he acted in good faith
      and
      in a manner he reasonably believed to be in or not opposed to the best interests
      of the Company, and, with respect to any criminal Proceeding, if he also had
      no
      reasonable cause to believe his conduct was unlawful.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4.  Proceedings
      by or in the Right of the Company.
      The
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section
      4
      if, by
      reason of his Corporate Status, he is, or is threatened to be made, a party
      to
      or participant in any threatened, pending or completed Proceeding brought by
      or
      in the right of the Company to procure a judgment in its favor. Pursuant to
      this
Section
      4,
      the
      Company shall indemnify the Indemnitee against Expenses actually and reasonably
      incurred by him or on his behalf in connection with such Proceeding if he acted
      in good faith and in a manner he reasonably believed to be in or not opposed
      to
      the best interests of the Company. Notwithstanding the foregoing, no
      indemnification against such Expenses shall be made in respect of any claim,
      issue or matter in such Proceeding as to which the Indemnitee shall have been
      adjudged to be liable to the Company or if applicable law prohibits such
      indemnification; provided,
      however,
      that if
      applicable law so permits, indemnification against Expenses shall nevertheless
      be made by the Company in such event if and to the extent that the court in
      which such Proceeding shall have been brought or is pending, shall so
      determine.

     

    Section
      5.     Indemnification
      for Expenses of a Party Who is Wholly or Partly Successful.

     

    (a)  To
      the
      extent that the Indemnitee is, by reason of his Corporate Status, a party to
      and
      is successful, on the merits or otherwise, in any Proceeding, the Company shall
      indemnify the Indemnitee against all Expenses actually and reasonably incurred
      by him or on his behalf in connection therewith. If the Indemnitee is not wholly
      successful in defense of any Proceeding but is successful, on the merits or
      otherwise, as to one or more but less than all claims, issues or matters in
      such
      Proceeding, the Company shall indemnify the Indemnitee against all Expenses
      actually and reasonably incurred by him or on his behalf in connection with
      each
      such claim, issue or matter as to which the Indemnitee is successful, on the
      merits or otherwise. For purposes of this Section
      5(a),
      the
      term “successful, on the merits or otherwise,” shall include, but shall not be
      limited to, (i) the termination of any claim, issue or matter in a Proceeding
      by
      withdrawal or dismissal, with or without prejudice, (ii) termination of any
      claim, issue or matter in a Proceeding by any other means without any express
      finding of liability or guilt against the Indemnitee, with or without prejudice,
      (iii) the expiration of 120 days after the making of a claim or threat of a
      Proceeding without the institution of the same and without any promise or
      payment made to induce a settlement or (iv) the settlement of any claim, issue
      or matter in a Proceeding pursuant to which the Indemnitee pays less than
      $200,000. The provisions of this Section
      5(a)
      are
      subject to Section
      5(b)
      below.

     

    (b)  In
      no
      event shall the Indemnitee be entitled to indemnification under Section
      5(a)
      above
      with respect to a claim, issue or matter to the extent (i) applicable law
      prohibits such indemnification, or (ii) an admission is made by the Indemnitee
      in writing to the Company or in such Proceeding or a final, nonappealable
      determination is made in such Proceeding that the standard of conduct required
      for indemnification under this Agreement has not been met with respect to such
      claim, issue or matter.

     

    
      
        
        

      

      
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    Section
      6.  Indemnification
      for Expenses as a Witness.
      Notwithstanding any provisions herein to the contrary, to the extent that the
      Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding,
      the Company shall indemnify the Indemnitee against all Expenses actually and
      reasonably incurred by or on behalf of the Indemnitee in connection
      therewith.

     

    Section
      7.  Advancement
      of Expenses.
      The
      Company shall advance all reasonable Expenses incurred by or on behalf of the
      Indemnitee in connection with any Proceeding within 10 days after the receipt
      by
      the Company of a statement or statements from the Indemnitee requesting such
      advance or advances from time to time, whether prior to or after the final
      disposition of such Proceeding. Such statement or statements shall reasonably
      evidence the Expenses incurred by or on behalf of the Indemnitee. The Indemnitee
      hereby expressly undertakes to repay such amounts advanced only if, and to
      the
      extent that, it shall ultimately be determined by a final, non-appealable
      adjudication or arbitration decision that the Indemnitee is not entitled to
      be
      indemnified against such Expenses. All amounts advanced to the Indemnitee by
      the
      Company pursuant to this Section
      7
      shall be
      without interest. The Company shall make all advances pursuant to this
Section
      7
      without
      regard to the financial ability of the Indemnitee to make repayment, without
      bond or other security and without regard to the prospect of whether the
      Indemnitee may ultimately be found to be entitled to indemnification under
      the
      provisions of this Agreement. Any required reimbursement of Expenses by the
      Indemnitee shall be made by the Indemnitee to the Company within 10 days
      following the entry of the final, non-appealable adjudication or arbitration
      decision pursuant to which it is determined that the Indemnitee is not entitled
      to be indemnified against such Expenses.

     

    Section
      8.         Procedure
      for Determination of Entitlement to Indemnification.

     

    (a)  To
      obtain
      indemnification under this Agreement, the Indemnitee shall submit to the Company
      a written request therefor, along with such documentation and information as
      is
      reasonably available to the Indemnitee and reasonably necessary to determine
      whether and to what extent the Indemnitee is entitled to indemnification. The
      Secretary of the Company shall, promptly upon receipt of such a request for
      indemnification, advise the Board in writing that the Indemnitee has requested
      indemnification.

     

    (b)  Upon
      written request by the Indemnitee for indemnification pursuant to the first
      sentence of Section
      8(a)
      hereof,
      a determination, if required by applicable law, with respect to the Indemnitee’s
      entitlement thereto shall be made in the specific case: (i) by the Board by
      a
      majority vote of a quorum consisting of Disinterested Directors (as hereinafter
      defined); or (ii) if a quorum of the Board consisting of Disinterested Directors
      is not obtainable or, even if obtainable, such quorum of Disinterested Directors
      so directs, by Independent Counsel (as hereinafter defined), as selected
      pursuant to Section
      8(d),
      in a
      written opinion to the Board (which opinion may be a “more likely than not”
opinion), a copy of which shall be delivered to the Indemnitee. If it is so
      determined that the Indemnitee is entitled to indemnification, the Company
      shall
      make payment to the Indemnitee within 10 days after such determination. The
      Indemnitee shall cooperate with the Person or Persons making such determination
      with respect to the Indemnitee’s entitlement to indemnification, including
      providing to such Person or Persons upon reasonable advance request any
      documentation or information which is not privileged or otherwise protected
      from
      disclosure and which is reasonably available to the Indemnitee and reasonably
      necessary to such determination. Subject to the provisions of Section 10
      hereof,
      any costs or expenses (including reasonable attorneys’ fees and disbursements)
      incurred by the Indemnitee in so cooperating with the Person or Persons making
      such determination shall be borne by the Company, and the Company hereby agrees
      to indemnify and hold the Indemnitee harmless therefrom.

     

    
      
        
        

      

      
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    (c)  Notwithstanding
      the foregoing, if a Change of Control has occurred, the Indemnitee may require
      a
      determination with respect to the Indemnitee’s entitlement to indemnification to
      be made by Independent Counsel, as selected pursuant to Section
      8(d),
      in a
      written opinion to the Board (which opinion may be a “more likely than not”
opinion), a copy of which shall be delivered to the Indemnitee.

     

    (d)  In
      the
      event the determination of entitlement to indemnification is to be made by
      Independent Counsel pursuant to Section
      8(b)
      or
(c)
      hereof,
      the Independent Counsel shall be selected as provided in this Section
      8(d).
      If a
      Change of Control shall not have occurred, the Independent Counsel shall be
      selected by the Board (including a vote of a majority of the Disinterested
      Directors if obtainable), and the Company shall give written notice to the
      Indemnitee advising him of the identity of the Independent Counsel so selected.
      If a Change of Control shall have occurred, the Independent Counsel shall be
      selected by the Indemnitee (unless the Indemnitee shall request that such
      selection be made by the Board, in which event the preceding sentence shall
      apply), and approved by the Company (which approval shall not be unreasonably
      withheld). If (i) an Independent Counsel is to make the determination of
      entitlement pursuant to Section
      8(b)
      or
(c)
      hereof,
      and (ii) within 20 days after submission by the Indemnitee of a written
      request for indemnification pursuant to Section 8(a)
      hereof,
      no Independent Counsel shall have been selected, either the Company or the
      Indemnitee may petition the appropriate court of the State (as hereafter
      defined) or other court of competent jurisdiction for the appointment as
      Independent Counsel of a Person selected by such court or by such other Person
      as such court shall designate. The Company shall pay any and all reasonable
      fees
      and expenses of Independent Counsel incurred by such Independent Counsel in
      connection with acting pursuant to Section
      8(b)
      or
(c)
      hereof,
      and the Company shall pay all reasonable fees and expenses incident to the
      procedures of this Section 8(d),
      regardless of the manner in which such Independent Counsel was selected or
      appointed. Upon the due commencement of any judicial proceeding or arbitration
      pursuant to Section
      10(a)(iv)
      of this
      Agreement, Independent Counsel shall be discharged and relieved of any further
      responsibility in such capacity (subject to the applicable standards of
      professional conduct then prevailing).

     

    Section
      9.    Presumptions
      and Effect of Certain Proceedings; Construction of Certain
      Phrases.

     

    (a)  In
      making
      a determination with respect to whether the Indemnitee is entitled to
      indemnification hereunder, the reviewing party making such determination shall
      presume that the Indemnitee is entitled to indemnification under this Agreement
      if the Indemnitee has submitted a request for indemnification in accordance
      with
Section
      8(a)
      of this
      Agreement, and anyone seeking to overcome this presumption shall have the burden
      of proof and the burden of persuasion, by clear and convincing evidence.


     

    
      
        
        

      

      
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    (b)  Subject
      to the terms of Section
      16
      below,
      the termination of any Proceeding or of any claim, issue or matter therein,
      by
      judgment, order, settlement or conviction, or upon a plea of nolo
      contendere
      or its
      equivalent, shall not (except as otherwise expressly provided in this Agreement)
      of itself adversely affect the right of the Indemnitee to indemnification or
      create a presumption that the Indemnitee did not act in good faith and in a
      manner which he reasonably believed to be in or not opposed to the best
      interests of the Company or, with respect to any criminal Proceeding, that
      the
      Indemnitee had reasonable cause to believe that his conduct was
      unlawful.

     

    (c)  For
      purposes of any determination of the Indemnitee’s entitlement to indemnification
      under this Agreement or otherwise, the Indemnitee shall be deemed to have acted
      in good faith and in a manner he reasonably believe to be in or not opposed
      to
      the best interests of the Company, and, with respect to a criminal Proceeding,
      to have also had no reasonable cause to believe his conduct was unlawful, if
      the
      Indemnitee’s action is based on the records or books of account of the Company
      or another enterprise, including financial statements, or on information
      supplied to the Indemnitee by the officers of the Company or another enterprise
      in the course of their duties, or on the advice of legal or financial counsel
      for the Company or the Board (or any committee thereof) or for another
      enterprise or its board of directors (or any committee thereof), or on
      information or records given or reports made by an independent certified public
      accountant or by an appraiser or other expert selected by the Company or the
      Board (or any committee thereof) or by another enterprise or its board of
      directors (or any committee thereof). For purposes of this Section
      9(c),
      the
      term “another enterprise” means any other corporation, partnership, limited
      liability company, joint venture, trust, employee benefit plan or other
      enterprise of which the Indemnitee is or was serving at the request of the
      Company as a director, officer, employee or agent. The provisions of this
Section 9(c)
      shall
      not be deemed to be exclusive or to limit in any way the other circumstances
      in
      which the Indemnitee may be deemed or found to have met the applicable standard
      of conduct set forth in this Agreement. In addition, the knowledge and/or
      actions, or failure to act, of any other director, trustee, partner, managing
      member, fiduciary, officer, agent or employee of the Company shall not be
      imputed to the Indemnitee for purposes of determining the right to
      indemnification under this Agreement. Whether or not the foregoing provisions
      of
      this Section 9(c)
      are
      satisfied, it shall in any event be presumed that the Indemnitee has acted
      in
      good faith and in a manner he reasonably believed to be in or not opposed to
      the
      best interests of the Company, and, with respect to a criminal Proceeding,
      that
      he also had no reasonable cause to believe his conduct was unlawful. Anyone
      seeking to overcome this presumption shall have the burden of proof and the
      burden of persuasion, by clear and convincing evidence.

     

    (d)  For
      purposes of this Agreement, references to “fines” shall include any excise taxes
      assessed on the Indemnitee with respect to an employee benefit plan; references
      to “serving at the request of the Company” shall include, but shall not be
      limited to, any service as a director, officer, employee or agent of the Company
      which imposes duties on, or involves services by, the Indemnitee with respect
      to
      an employee benefit plan, its participants or its beneficiaries; and if the
      Indemnitee has acted in good faith and in a manner he reasonably believed to
      be
      in the interest of the participants and beneficiaries of an employee benefit
      plan, he shall be deemed to have acted in a manner “not opposed to the best
      interests of the Company” as used in this Agreement. The provisions of this
Section
      9(d)
      shall
      not be deemed to be exclusive or to limit in any way the other circumstances
      in
      which the Indemnitee may be deemed or found to have met the applicable standard
      of conduct set forth in this Agreement.

     

    
      
        
        

      

      
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    Section
      10.  Remedies
      of the Indemnitee.

     

    (a)  In
      the
      event that (i) a determination is made pursuant to Section
      8
      of this
      Agreement that the Indemnitee is not entitled to indemnification under this
      Agreement, (ii) advancement of Expenses is not timely made pursuant to
Section
      7
      of this
      Agreement, (iii) the determination of entitlement to indemnification is to
      be made by the Board pursuant to Section 8(b)
      of this
      Agreement and such determination shall not have been made and delivered to
      the
      Indemnitee in writing within twenty (20) days after receipt by the Company
      of
      the request for indemnification, (iv) the determination of entitlement to
      indemnification is to be made by Independent Counsel pursuant to Section
      8(b)
      or
(c)
      of this
      Agreement and such determination shall not have been made in a written opinion
      to the Board and a copy delivered to the Indemnitee within forty-five (45)
      days
      after receipt by the Company of the request for indemnification, (v) payment
      of
      indemnification is not made pursuant to Section
      6
      of this
      Agreement within 10 days after receipt by the Company of a written request
      therefor or (vi) payment of indemnification is not made within 10 days
      after a determination has been made that the Indemnitee is entitled to
      indemnification or such determination is deemed to have been made pursuant
      to
Section
      8
      or
9
      of this
      Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate
      court of the State of his entitlement to such indemnification or advancement
      of
      Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award
      in arbitration to be conducted by a single arbitrator pursuant to the rules
      of
      the American Arbitration Association. The Indemnitee shall commence such
      Proceeding seeking an adjudication or an award in arbitration within 180 days
      following the date on which the Indemnitee first has the right to commence
      such
      Proceeding pursuant to this Section
      10(a);
      provided,
      however,
      that
      the foregoing clause shall not apply in respect of a Proceeding brought by
      the
      Indemnitee to enforce his rights under Section
      5
      of this
      Agreement.

     

    (b)  In
      the
      event that a determination is made pursuant to Section
      8
      of this
      Agreement that the Indemnitee is not entitled to indemnification, any judicial
      proceeding or arbitration commenced pursuant to this Section
      10
      shall be
      conducted in all respects as a de
      novo
      trial or
      a de
      novo
      arbitration (as applicable) on the merits, and the Indemnitee shall not be
      prejudiced by reason of that adverse determination. In any judicial proceeding
      or arbitration commenced pursuant to this Section
      10,
      the
      Company shall have the burden of proving that the Indemnitee is not entitled
      to
      indemnification, and the Company shall be precluded from referring to or
      offering into evidence a determination made pursuant to Section
      8
      of this
      Agreement that is adverse to the Indemnitee’s right to indemnification. If the
      Indemnitee commences a judicial proceeding or arbitration pursuant to this
      Section
      10,
      the
      Indemnitee shall not be required to reimburse the Company for any advances
      pursuant to Section
      7
      until a
      final determination is made with respect to the Indemnitee’s entitlement to
      indemnification (as to which rights of appeal have been exhausted or
      lapsed).

     

    (c)  If
      a
      determination is made or deemed to have been made pursuant to Section
      8
      or
9
      of this
      Agreement that the Indemnitee is entitled to indemnification, the Company shall
      be bound by such determination in any judicial proceeding or arbitration
      commenced pursuant to this Section
      10,
      absent
      (i) a misstatement by the Indemnitee of a material fact, or an omission by
      the
      Indemnitee of a material fact necessary to make the Indemnitee’s statement not
      materially misleading, in connection with the request for indemnification,
      or
      (ii) a prohibition of such indemnification under applicable law.

     

    
      
        
        

      

      
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    (d)  The
      Company shall be precluded from asserting in any judicial proceeding or
      arbitration commenced pursuant to this Section
      10
      that the
      procedures and presumptions of this Agreement are not valid, binding and
      enforceable and shall stipulate in any such court or before any such arbitrator
      that the Company is bound by all of the provisions of this
      Agreement.

     

    (e)  In
      the
      event that the Indemnitee, pursuant to this Section
      10,
      seeks a
      judicial adjudication or an award in arbitration to enforce his rights under,
      or
      to recover damages for breach of, this Agreement, the Indemnitee shall be
      entitled to recover from the Company, and shall be indemnified by the Company
      against, any and all Expenses actually and reasonably incurred by him in such
      judicial adjudication or arbitration, unless the court or arbitrator determines
      that each of the Indemnitee’s claims in such Proceeding were made in bad faith
      or were frivolous. In the event that a Proceeding is commenced by or in the
      right of the Company against the Indemnitee to enforce or interpret any of
      the
      terms of this Agreement, the Indemnitee shall be entitled to recover from the
      Company, and shall be indemnified by the Company against, any and all Expenses
      actually and reasonably incurred by him in such Proceeding (including with
      respect to any counter-claims or cross-claims made by the Indemnitee against
      the
      Company in such Proceeding), unless the court or arbitrator determines that
      each
      of the Indemnitee’s material defenses in such Proceeding were made in bad faith
      or were frivolous.

     

    (f)  Any
      judicial adjudication or arbitration determined under this Section
      10
      shall be
      final and binding on the parties.

     

    Section
      11.  Defense
      of Certain Proceedings.
      In the
      event the Company shall be obligated under this Agreement to pay the Expenses
      of
      any Proceeding against the Indemnitee in which the Company is a co-defendant
      with the Indemnitee, the Company shall be entitled to assume the defense of
      such
      Proceeding, with counsel approved by the Indemnitee, which approval shall not
      be
      unreasonably withheld, upon the delivery to the Indemnitee of written notice
      of
      its election to do so. After delivery of such notice, approval of such counsel
      by the Indemnitee and the retention of such counsel by the Company, the
      Indemnitee shall nevertheless be entitled to employ or continue to employ his
      own counsel in such Proceeding. Employment of such counsel by the Indemnitee
      shall be at the cost and expense of the Company unless and until the Company
      shall have demonstrated to the reasonable satisfaction of the Indemnitee and
      the
      Indemnitee’s counsel that there is complete identity of issues and defenses and
      no conflict of interest between the Company and the Indemnitee in such
      Proceeding, after which time further employment of such counsel by the
      Indemnitee shall be at the cost and expense of the Indemnitee. In all events,
      if
      the Company shall not, in fact, have timely employed counsel to assume the
      defense of such Proceeding, then the fees and Expenses of the Indemnitee’s
      counsel shall be at the cost and expense of the Company.

     

    Section
      12.  Exception
      to Right of Indemnification or Advancement of Expenses.
      Notwithstanding any other provision of this Agreement, the Indemnitee shall
      not
      be entitled to indemnification or advancement of Expenses under this Agreement
      with respect to any Proceeding, or any claim therein, brought or made by the
      Indemnitee against:

     

    
      
        
        

      

      
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    (a)  the
      Company, except for (i) any claim or Proceeding in respect of this
      Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or Proceeding
      to establish or enforce a right to indemnification under any statute or law
      and
      (iii) any counter-claim or cross-claim brought or made by him against the
      Company in any Proceeding brought by or in the right of the Company against
      him;
      or

     

    (b)  any
      other
      Person, except for Proceedings or claims approved by the Board.

     

    Section
      13.  Contribution.

     

    (a)  If,
      with
      respect to any Proceeding, the indemnification provided for in this Agreement
      is
      held by a court of competent jurisdiction to be unavailable to the Indemnitee
      for any reason other than that the Indemnitee did not act in good faith and
      in a
      manner he reasonably believed to be in or not opposed to the best interests
      of
      the Company or, with respect to a criminal Proceeding, that the Indemnitee
      had
      reasonable cause to believe his conduct was unlawful, the Company shall
      contribute to the amount of Expenses, judgments, penalties, fines and amounts
      paid in settlement actually and reasonably incurred by the Indemnitee or on
      his
      behalf in connection with such Proceeding or any claim, issue or matter therein
      in such proportion as is appropriate to reflect the relative benefits received
      by the Indemnitee and the relative fault of the Indemnitee versus the other
      defendants or participants in connection with the action or inaction which
      resulted in such Expenses, judgments, penalties, fines and amounts paid in
      settlement, as well as any other relevant equitable considerations.

     

    (b)  The
      Company and the Indemnitee agree that it would not be just and equitable if
      contribution pursuant to this Section
      13
      were
      determined by pro rata or per capita allocation or by any other method of
      allocation which does not take into account the equitable considerations
      referred to in Section
      13(a)
      above.

     

    (c)  No
      Person
      found guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act of 1933) shall be entitled to contribution from
      any
      Person who was not found guilty of such fraudulent
      misrepresentation.

     

    Section
      14.  Officer
      and Director Liability Insurance.

     

    (a)  The
      Company shall use all commercially reasonable efforts to obtain and maintain
      in
      effect during the entire period for which the Company is obligated to indemnify
      the Indemnitee under this Agreement, one or more policies of insurance with
      reputable insurance companies to provide the directors and officers of the
      Company with coverage for losses from wrongful acts and omissions and to ensure
      the Company’s performance of its indemnification obligations under this
      Agreement. In all such insurance policies, the Indemnitee shall be named as
      an
      insured in such a manner as to provide the Indemnitee with the same rights
      and
      benefits as are accorded to the most favorably insured of the Company’s
      directors and officers. Notwithstanding the foregoing, the Company shall have
      no
      obligation to obtain or maintain such insurance if the Company determines in
      good faith that the Indemnitee is covered by such insurance maintained by a
      subsidiary or parent of the Company.

     

    (b)  To
      the
      extent that the Company maintains an insurance policy or policies providing
      liability insurance for directors or officers of any other corporation,
      partnership, limited liability company, joint venture, trust, employee benefit
      plan or other enterprise which the Indemnitee serves at the request of the
      Company, the Indemnitee shall be named as an insured under and shall be covered
      by such policy or policies in accordance with its or their terms to the maximum
      extent of the coverage available for the most favorably insured director or
      officer under such policy or policies.

     

    
      
        
        

      

      
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    (c)  In
      the
      event that the Company is a named insured under any policy or policies of
      insurance referenced in either Section
      14(a)
      or
(b)
      above,
      the Company hereby covenants and agrees that it will not settle any claims
      or
      Proceedings that may be covered by such policy or policies of insurance and
      in
      which the Indemnitee has or may incur Expenses, judgments, penalties, fines
      or
      amounts paid in settlement without the prior written consent of the
      Indemnitee.

     

    Section
      15.  Security.
      Upon
      reasonable request by the Indemnitee, the Company shall provide security to
      the
      Indemnitee for the Company’s obligations hereunder through an irrevocable bank
      letter of credit, funded trust or other similar collateral. Any such security,
      once provided to the Indemnitee, may not be revoked or released without the
      prior written consent of the Indemnitee, which consent may be granted or
      withheld at the Indemnitee’s sole and absolute discretion.

     

    Section
      16.  Settlement
      of Claims.
      The
      Company shall not be liable to indemnify the Indemnitee under this Agreement
      for
      any amounts paid in settlement of any Proceeding effected without the Company’s
      written consent, which consent shall not be unreasonably withheld.

     

    Section
      17.  Duration
      of Agreement.
      This
      Agreement shall be unaffected by the termination of the Corporate Status of
      the
      Indemnitee and shall continue for so long as the Indemnitee may have any
      liability or potential liability by virtue of his Corporate Status, including,
      without limitation, the final termination of all pending Proceedings in respect
      of which the Indemnitee is granted rights of indemnification or advancement
      of
      Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant
      to
Section
      10
      of this
      Agreement relating thereto, whether or not he is acting or serving in such
      capacity at the time any liability or Expense is incurred for which
      indemnification can be provided under this Agreement. This Agreement shall
      be
      binding upon and inure to the benefit of and be enforceable by the parties
      hereto and their respective successors (including any direct or indirect
      successor by purchase, merger, consolidation or otherwise to all or
      substantially all of the business or assets of the Company), assigns, spouses,
      heirs, executors and personal and legal representatives.

     

    Section
      18.  Remedies
      of the Company.
      The
      Company hereby covenants and agrees to submit any and all disputes relating
      to
      this Agreement that the parties are unable to resolve between themselves to
      binding arbitration pursuant to the rules of the American Arbitration
      Association and waives all rights to judicial adjudication of any matter or
      dispute relating to this Agreement except where judicial adjudication is
      requested or required by the Indemnitee.

     

    Section
      19.  Covenant
      Not to Sue, Limitation of Actions and Release of Claims.
      No
      legal action shall be brought and no cause of action shall be asserted by or
      on
      behalf of the Company (or any of its subsidiaries) against the Indemnitee,
      his
      spouse, heirs, executors, personal representatives or administrators after
      the
      expiration of two (2) years from the date on which the Corporate Status of
      the
      Indemnitee is terminated (for any reason), and any claim or cause of action
      of
      the Company (or any of its subsidiaries) shall be extinguished and deemed
      released unless asserted by filing of a legal action within such two-year
      period; provided,
      however,
      that
      the foregoing shall not apply to any action or cause of action brought or
      asserted by the Company pursuant to or in respect of this Agreement and shall
      not constitute a waiver or release of any of the Company’s rights under this
      Agreement.

     

    
      
        
        

      

      
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    Section
      20.  Limitation
      of Liability.
      Notwithstanding any other provision of this Agreement, neither party shall
      have
      any liability to the other for, and neither party shall be entitled to recover
      from the other, any consequential, special, punitive, multiple or exemplary
      damages as a result of a breach of this Agreement.

     

    Section
      21.  Subrogation.
      In the
      event of any payment under this Agreement, the Company shall be subrogated
      to
      the extent of such payment to all of the rights of recovery of the Indemnitee,
      who shall execute all papers required and take all action necessary to secure
      such rights, including execution of such documents as are necessary to enable
      the Company to bring suit to enforce such rights.

     

    Section
      22.  No
      Multiple Recovery.
      The
      Company shall not be liable under this Agreement to make any payment of amounts
      otherwise indemnifiable hereunder if and to the extent that the Indemnitee
      has
      otherwise actually received such payment under any insurance policy, contract,
      agreement or otherwise.

     

    Section
      23.  Definitions.
      For
      purposes of this Agreement:

     

    (a)  “Affiliate”
means,
      with respect to any Person, any other Person directly or indirectly controlling,
      controlled by or under common control with such Person. For purposes hereof,
      “control” (including, with correlative meaning, the terms “controlling”,
“controlled by” and “under common control with”) means the possession, directly
      or indirectly, of the power to direct or cause the direction of management
      and
      policies of such Person, by contract or otherwise.

     

    (b)  “Change
      of Control”
shall
      mean a change in control of the Company occurring after the date of this
      Agreement of a nature that would be required to be reported in response to
      Item
      6(e) of Schedule 14A of Regulation 14A (or in response to any similar item
      on
      any similar schedule or form) promulgated under the Exchange Act, whether or
      not
      the Company is then subject to such reporting requirement. Without limiting
      the
      foregoing, such a Change in Control shall be deemed to have occurred if, after
      the date of this Agreement, (i) any “person” (as such term is used in Sections
      13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as
      defined in Rule 13d-3 promulgated under the Exchange Act), directly or
      indirectly, of securities of the Company representing 20% or more of the
      combined voting power of the Company’s then outstanding securities entitled to
      vote generally in the election of directors without the prior approval of at
      least two-thirds of the members of the Board in office immediately prior to
      such
      person attaining such percentage interest; (ii) the Company is a party to a
      merger, consolidation, sale of assets or other reorganization, or a proxy
      contest, as a consequence of which members of the Board in office immediately
      prior to such transaction or event constitute less than a majority of the Board
      thereafter; (iii) during any period of two consecutive years, individuals who
      at
      the beginning of such period constituted the Board (including for this purpose
      any new director whose election or nomination for election by the Company’s
      shareholders was approved by a vote of at least two-thirds of the directors
      then
      still in office who were directors at the beginning of such period) cease for
      any reason to constitute at least a majority of the Board; or (iv) approval
      by the shareholders of the Company of a liquidation or dissolution of the
      Company.

     

    
      
        
        

      

      
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    (c)  “Company”
means
      Eagle Broadband Corporation, a Texas corporation.

     

    (d)  “Corporate
      Status”
      describes the status of an individual who is or was an officer or director
      of
      the Company, or is or was serving at the request of the Company as an officer,
      director, employee or agent of another corporation, partnership, limited
      liability company, joint venture, trust, employee benefit plan or other
      enterprise.

     

    (e)  “Disinterested
      Director”
means
      a
      director of the Company who is not and was not a party to, or otherwise involved
      in, the Proceeding for which indemnification is sought by the
      Indemnitee.

     

    (f)  “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    (g)  “Expenses”
shall
      include all reasonable attorneys’ fees, retainers, court costs, transcript
      costs, fees of experts, witness fees, travel expenses, duplicating costs,
      printing and binding costs, telephone charges, postage, delivery service fees
      and all other disbursements or expenses of the types customarily incurred in
      connection with prosecuting, defending, preparing to prosecute or defend,
      investigating or being or preparing to be a witness in a
      Proceeding.

     

    (h)  “Independent
      Counsel”
means
      a
      law firm or a member of a law firm that is experienced in matters of corporation
      law and neither presently is, nor in the past five (5) years has been, retained
      to represent: (i) the Company or the Indemnitee in any matter material to either
      such party or (ii) any other party to the Proceeding giving rise to a claim
      for
      indemnification hereunder. Notwithstanding the foregoing, the term “Independent
      Counsel” shall not include any Person who, under the applicable standards of
      professional conduct then prevailing, would have a conflict of interest in
      representing either the Company or the Indemnitee in an action to determine
      the
      Indemnitee’s rights under this Agreement.

     

    (i)  “Person”
means
      a
      natural person, firm, partnership, joint venture, association, corporation,
      company, limited liability company, trust, business trust, estate or other
      entity.

     

    (j)  “Proceeding”
      includes any action, suit, arbitration, alternate dispute resolution mechanism,
      investigation, administrative hearing or any other proceeding whether civil,
      criminal, administrative or investigative.

     

    (k)  “State”
means
      the State of Texas.

     

    Section
      24.  Non-Exclusivity.
      The
      Indemnitee’s rights of indemnification and to receive advancement of Expenses as
      provided by this Agreement shall not be deemed exclusive of any other rights
      to
      which the Indemnitee may at any time be entitled under applicable law, the
      Certificate, the Bylaws, any agreement, a vote of stockholders, a resolution
      of
      directors or otherwise.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    Section
      25.  Remedies
      Not Exclusive.
      No
      right or remedy herein conferred upon the Indemnitee is intended to be exclusive
      of any other right or remedy, and every other right or remedy shall be
      cumulative of and in addition to the rights and remedies given hereunder or
      now
      or hereafter existing at law or in equity or otherwise. The assertion or
      employment of any right or remedy of the Indemnitee hereunder or otherwise
      shall
      not be deemed an election of remedies on the part of the Indemnitee and shall
      not prevent the concurrent assertion or employment of any other right or remedy
      by the Indemnitee.

     

    Section
      26.  Changes
      in Law.
      In the
      event that a change in applicable law after the date of this Agreement, whether
      by statute, rule or judicial decision, expands or otherwise increases the right
      or ability of a Texas corporation to indemnify a member of its board of
      directors or an officer, the Indemnitee shall, by this Agreement, enjoy the
      greater benefits so afforded by such change. In the event that a change in
      applicable law after the date of this Agreement, whether by statute, rule or
      judicial decision, narrows or otherwise reduces the right or ability of a Texas
      corporation to indemnify a member of its board of directors or an officer,
      such
      change shall have no effect on this Agreement or any of the Indemnitee’s rights
      hereunder, except and only to the extent required by law.

     

    Section
      27.  Interpretation
      of Agreement.
      The
      Company and the Indemnitee acknowledge and agree that it is their intention
      that
      this Agreement be interpreted and enforced so as to provide indemnification
      to
      the Indemnitee to the fullest extent now or hereafter permitted by
      law.

     

    Section
      28.  Severability.
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever: (a) the validity, legality and
      enforceability of the remaining provisions of this agreement (including, without
      limitation, each portion of any Section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable) shall not in any way
      be
      affected or impaired thereby; (b) such provision or provisions will be deemed
      reformed to the extent necessary to conform to applicable law and to give
      maximum effect to the intent of the parties hereto; and (c) to the fullest
      extent possible, the provisions of this Agreement (including, without
      limitation, each portion of any Section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable, that is not itself
      invalid, illegal or unenforceable) shall be construed so as to give effect
      to
      the intent manifested by the provision or provisions held invalid, illegal
      or
      unenforceable.

     

    Section
      29.  Governing
      Law; Jurisdiction and Venue; Specific Performance.

     

    (a)  The
      parties agree that this Agreement shall be governed by, and construed and
      enforced in accordance with, the internal laws of the State of Texas without
      giving effect to any choice or conflict of law provision or rule (whether of
      the
      State of Texas or any other jurisdiction) that would cause the application
      of
      the laws of any jurisdiction other than the State of
      Texas.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    (b)  ANY
      “ACTION OR PROCEEDING” (AS SUCH TERM IS DEFINED BELOW) ARISING OUT OF OR
      RELATING TO THIS AGREEMENT SHALL BE FILED IN AND LITIGATED OR ARBITRATED SOLELY
      BEFORE THE COURTS LOCATED IN OR ARBITRATORS SITTING IN GALVESTON COUNTY IN
      THE
      STATE OF TEXAS, AND EACH PARTY TO THIS AGREEMENT: (i) GENERALLY AND
      UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS
      AND
      ARBITRATORS AND VENUE THEREIN, AND WAIVES TO THE FULLEST EXTENT PROVIDED BY
      LAW
      ANY DEFENSE OR OBJECTION TO SUCH JURISDICTION AND VENUE BASED UPON THE DOCTRINE
      OF “FORUM NON CONVENIENS;” AND (ii) GENERALLY AND UNCONDITIONALLY CONSENTS TO
      SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY DELIVERY OF CERTIFIED
      OR
      REGISTERED MAILING OF THE SUMMONS AND COMPLAINT IN ACCORDANCE WITH THE NOTICE
      PROVISIONS OF THIS AGREEMENT. FOR PURPOSES OF THIS SECTION, THE TERM “ACTION OR
      PROCEEDING” IS DEFINED AS ANY AND ALL CLAIMS, SUITS, ACTIONS, HEARINGS,
      ARBITRATIONS OR OTHER SIMILAR PROCEEDINGS, INCLUDING APPEALS AND PETITIONS
      THEREFROM, WHETHER FORMAL OR INFORMAL, GOVERNMENTAL OR NON-GOVERNMENTAL, OR
      CIVIL OR CRIMINAL. THE FOREGOING CONSENT TO JURISDICTION SHALL NOT CONSTITUTE
      GENERAL CONSENT TO SERVICE OF PROCESS IN THE STATE FOR ANY PURPOSE EXCEPT AS
      PROVIDED ABOVE, AND SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER
      THAN THE PARTIES TO THIS AGREEMENT.

     

    (c)  The
      Company acknowledges that the Indemnitee may, as a result of the Company’s
      breach of its covenants and obligations under this Agreement, sustain immediate
      and long-term substantial and irreparable injury and damage which cannot be
      reasonably or adequately compensated by damages at law. Consequently, the
      Company agrees that the Indemnitee shall be entitled, in the event of the
      Company’s breach or threatened breach of its covenants and obligations
      hereunder, to obtain equitable relief from a court of competent jurisdiction,
      including enforcement of each provision of this Agreement by specific
      performance and/or temporary, preliminary and/or permanent injunctions enforcing
      any of the Indemnitee’s rights, requiring performance by the Company, or
      enjoining any breach by the Company, all without proof of any actual damages
      that have been or may be caused to the Indemnitee by such breach or threatened
      breach and without the posting of bond or other security in connection
      therewith. The Company waives the claim or defense therein that the Indemnitee
      has an adequate remedy at law, and the Company shall not allege or otherwise
      assert the legal position that any such remedy at law exists. The Company agrees
      and acknowledges that: (i) the terms of this Section 29(c)
      are
      fair, reasonable and necessary to protect the legitimate interests of the
      Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to
      enter
      into the transactions contemplated hereby; and (iii) the Indemnitee relied
      upon
      this waiver in entering into this Agreement and will continue to rely on this
      waiver in its future dealings with the Company. The Company represents and
      warrants that it has reviewed this provision with its legal counsel, and that
      it
      has knowingly and voluntarily waived its rights referenced in this Section
      29
      following consultation with such legal counsel.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    Section
      30.  Nondisclosure
      of Payments.
      Except
      as expressly required by Federal securities laws, the Company shall not disclose
      any payments under this Agreement without the prior written consent of the
      Indemnitee. Any payments to the Indemnitee that must be disclosed shall, unless
      otherwise required by law, be described only in the Company proxy or information
      statements relating to special and/or annual meetings of the Company’s
      shareholders, and the Company shall afford the Indemnitee a reasonable
      opportunity to review all such disclosures and, if requested by the Indemnitee,
      to explain in such statement any mitigating circumstances regarding the events
      reported.

     

    Section
      31.  Notice
      by the Indemnitee.
      The
      Indemnitee agrees to promptly notify the Company in writing upon being served
      with any summons, citation, subpoena, complaint, indictment, information or
      other document relating to any Proceeding or matter which may be subject to
      indemnification or advancement of Expenses covered hereunder.

     

    Section
      32.  Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if (a) delivered by hand
      and
      received for by the party to whom said notice or other communication shall
      have
      been directed, or (b) mailed by U.S. certified or registered mail with postage
      prepaid, on the third business day after the date on which it is so mailed:
      (i)
      If to the Company: Eagle Broadband Corporation,
      _______________________________________, Attention: President; and (ii) if
      to
      any other party hereto, including the Indemnitee, to the address of such party
      set forth on the signature page hereof; or to such other address as may have
      been furnished by any party to the other(s), in accordance with this
Section
      32.

     

    Section
      33.  Modification
      and Waiver.
      No
      supplement, modification or amendment of this Agreement or any provision hereof
      shall limit or restrict in any way any right of the Indemnitee under this
      Agreement with respect to any action taken or omitted by the Indemnitee in
      his
      Corporate Status prior to such supplement, modification or amendment. No
      supplement, modification or amendment of this Agreement or any provision hereof
      shall be binding unless executed in writing by both of the Company and the
      Indemnitee. No waiver of any provision of this Agreement shall be deemed or
      shall constitute a wavier of any other provision hereof (whether or not similar)
      nor shall such waiver constitute a continuing waiver.

     

    Section
      34.  Headings.
      The
      headings of the Sections or paragraphs of this Agreement are inserted for
      convenience only and shall not be deemed to constitute part of this Agreement
      or
      to affect the construction thereof.

     

    Section
      35.  Gender.
      Use of
      the masculine pronoun in this Agreement shall be deemed to include usage of
      the
      feminine pronoun where appropriate.

     

    Section
      36.  Identical
      Counterparts.
      This
      Agreement may be executed in one or more counterparts (whether by original,
      photocopy or facsimile signature), each of which shall for all purposes be
      deemed to be an original, but all of which together shall constitute one and
      the
      same Agreement. Only one such counterpart executed by the party against whom
      enforcement is sought must be produced to evidence the existence of this
      Agreement.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement effective
      as of
      the day and year first above written.

     

    
      	ATTEST:	EAGLE BROADBAND,
              INC.
	 	 
	By:_____________________________________ 	By:_____________________________________ 
	Name: __________________________________  	Name: __________________________________ 
	Title:
              ___________________________________ 	Title:
              ___________________________________ 
	 	 
	 	 
	 	INDEMNITEE 
	 	 
	 	___________________________________
	 	Name: __________________________________
	 	 
	 	Address:
              ________________________________
	 	___________________________________


    

     

     

     

     

     

    15