0001354488-07-000546 Sample Contracts

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • April 10th, 2007 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made as of the 2nd day of February, 2007, by EAGLE BROADBAND, INC., a Texas corporation, having a mailing address at 101 Courageous Drive, League City, Texas 77573 (the “Company”), CLEARWORKS.NET, INC., a Delaware corporation, having a mailing address at 101 Courageous Drive, League City, Texas 77573 (“Net”) and CLEARWORKS COMMUNICATIONS, INC., a Texas corporation, having a mailing address at 101 Courageous Drive, League City, Texas 77573 (“Communications,” and together with the Company and Net, individually and collectively, the “Debtors”), for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND, LTD., having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 02116 (the “Secured Party”).

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PURCHASE AGREEMENT
Purchase Agreement • April 10th, 2007 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Texas

This PURCHASE AGREEMENT (“Agreement”) is entered into this 22nd day of March, 2007 (the “Effective Date”), between Alliance Maintenance & Services, Inc., a Texas corporation having its offices at 3233 West 11th Street, Suite 1000, Houston, Texas 77008 (hereinafter referred to as “Seller”), and Eagle Broadband, Inc., a Texas corporation having its offices at 101 Courageous Drive, League City, Texas 77573 (hereinafter referred to as “Buyer”).

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