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Exhibit 10.1

                              EAGLE BROADBAND, INC.
                            2002 STOCK INCENTIVE PLAN

                                   ARTICLE ONE
                               GENERAL PROVISIONS


I. PURPOSE OF THE PLAN

      This 2002 Stock Incentive Plan is intended to promote the interests of
Eagle Broadband, Inc., a Texas corporation, by providing eligible persons in the
Corporation's service with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive for them to remain in such service.

      Capitalized terms shall have the meanings assigned to such terms in the
attached Appendix.

II. STRUCTURE OF THE PLAN

      The Stock Issuance Program under which eligible persons may, at the
discretion of the Plan Administrator, be issued shares of Common Stock directly,
either through the immediate purchase of such shares or as a bonus for services
rendered the Corporation (or any Parent or Subsidiary),

III. ADMINISTRATION OF THE PLAN

      A. The Board shall have sole and exclusive authority to administer the
Stock Issuance Program with respect to Section 16 Insiders. Administration of
the Stock Issuance Program with respect to all other persons eligible to
participate in those programs may, at the Board's discretion, be vested in a
Board committee, or the Board may retain the power to administer those programs
with respect to all such persons. However, any stock issuances for members of
the Board must be authorized by a disinterested majority of the Board.

      B. Each Plan Administrator shall, within the scope of its administrative
functions under the Plan, have full power and authority (subject to the
provisions of the Plan) to establish such rules and regulations as it may deem
appropriate for proper administration of the Stock Issuance Program and to make
such determinations under, and issue such interpretations of, the provisions of
those programs and any stock issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all
parties who have an interest in the Stock Issuance Program under its
jurisdiction or any stock issuance thereunder.

      C. No member of the Board shall be liable for any act or omission made in
good faith with respect to the Plan or any stock issuances under the Plan.


IV. ELIGIBILITY

      A. The persons eligible to participate in the Stock Issuance Program are
as follows: (i) Employees and (ii) consultants and other independent advisors
who provide services to the Corporation (or any Parent or Subsidiary).

      B. Each Plan Administrator shall, within the scope of its administrative
jurisdiction under the Plan, have full authority to determine, with respect to
stock issuances under the Stock Issuance Program, which eligible persons are to
receive such issuances, the time or times when the issuances are to be made, the
number of shares to be issued to each Participant, the vesting schedule (if any)
applicable to the issued shares and the consideration for such shares.

V. STOCK SUBJECT TO THE PLAN

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      A. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The number of shares of Common Stock initially
reserved for issuance over the term of the Plan shall be 1,500,000 shares.

      B. If any change is made to the Common Stock by reason of any stock split,
stock dividend, recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, appropriate adjustments shall be made by
the Plan Administrator to the maximum number and/or class of securities issuable
under the Plan. The adjustments determined by the Plan Administrator shall be
final, binding, and conclusive.

                                   ARTICLE TWO
                             STOCK ISSUANCE PROGRAM

I. STOCK ISSUANCE TERMS

      Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Shares of Common Stock may also be issued under the Stock Issuance Program
pursuant to share right awards which entitle the recipients to receive those
shares upon the attainment of designated performance goals or the satisfaction
of specified Service requirements.

      A. PURCHASE PRICE.

      1. The purchase price per share shall be fixed by the Plan Administrator,
but shall not be less than one hundred percent (100%) of the Fair Market Value
per share of Common Stock on the issuance date, unless such price is approved by
the Board.


      2. Shares of Common Stock may be issued under the Stock Issuance Program
for any of the following items of consideration which the Plan Administrator may
deem appropriate in each individual instance: (i) cash or check made payable to
the Corporation, or (ii) past services rendered to the Corporation (or any
Parent or Subsidiary).

      B. VESTING PROVISIONS.

      1. Shares of Common Stock issued under the Stock Issuance Program may, in
the discretion of the Plan Administrator, be fully and immediately vested upon
issuance or may vest in one or more installments over the Participant's period
of Service or upon attainment of specified performance objectives. The elements
of the vesting schedule applicable to any unvested shares of Common Stock issued
under the Stock Issuance Program shall be determined by the Plan Administrator.
Shares of Common Stock may also be issued under the Stock Issuance Program
pursuant to share right awards which entitle the recipients to receive those
shares upon the attainment of designated performance goals or the satisfaction
of specified Service requirements.

      2. The Participant shall have full stockholder rights with respect to any
shares of Common Stock issued to the Participant under the Stock Issuance
Program, whether or not the Participant's interest in those shares is vested.
Accordingly, the Participant shall have the right to vote such shares and to
receive any regular cash dividends paid on such shares.

      3. The Plan Administrator may in its discretion waive the surrender and
cancellation of one or more unvested shares of Common Stock, which would
otherwise occur upon the cessation of the Participant's Service or the
non-attainment of the performance objectives applicable to those shares. Such
waiver shall result in the immediate vesting of the Participant's interest in
the shares of Common Stock as to which the waiver applies. Such waiver may be
effected at any time, whether before or after the Participant's cessation of
Service or the attainment or non-attainment of the applicable performance
objectives.

      4. Outstanding share right awards under the Stock Issuance Program shall
automatically terminate, and no shares of Common Stock shall actually be issued
in satisfaction of those awards, if the performance goals or


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Service requirements established for such awards are not attained or satisfied.
The Plan Administrator, however, shall have the discretionary authority to issue
shares of Common Stock under one or more outstanding share right awards as to
which the designated performance goals or Service requirements have not been
attained or satisfied.

II. SHARE ESCROW/LEGENDS

      Unvested shares may, in the Plan Administrator's discretion, be held in
escrow by the Corporation until the Participant's interest in such shares vests
or may be issued directly to the Participant with restrictive legends on the
certificates evidencing those unvested shares.

                                  ARTICLE THREE
                                  MISCELLANEOUS

I. TAX WITHHOLDING

      The Corporation's obligation to deliver shares of Common Stock upon the
exercise of options or the issuance or vesting of such shares under the Plan
shall be subject to the satisfaction of all applicable income and employment tax
withholding requirements.

II. EFFECTIVE DATE AND TERM OF THE PLAN

      A. The Plan was adopted by the Board on July 2, 2002, and shall become
effective on the Plan Effective Date.

      B. The Plan shall terminate upon the earliest to occur of July 2, 2012 or
upon the issuance of all shares of Common Stock reserved for issuance under this
Plan.

III. AMENDMENT OF THE PLAN

      The Board shall have complete and exclusive power and authority to amend
or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
unvested stock issuances at the time outstanding under the Plan unless the
Participant consents to such amendment or modification. In addition, certain
amendments may require stockholder approval pursuant to applicable laws or
regulations.

IV. USE OF PROCEEDS

      Any cash proceeds received by the Corporation from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes.

V. REGULATORY APPROVALS

      A. The implementation of the Plan, and the issuance of any shares of
Common Stock under the Stock Issuance Program shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan.

      B. No shares of Common Stock shall be issued or delivered under the Plan
unless and until there shall have been compliance with all applicable
requirements of applicable securities laws, including the filing and
effectiveness of the Form S-8 registration statement for the shares of Common
Stock issuable under the Plan, and all applicable listing requirements of any
stock exchange on which Common Stock is then listed for trading.

VI. NO EMPLOYMENT/SERVICE RIGHTS

      Nothing in the Plan shall confer upon the Participant any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or


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Subsidiary employing or retaining such person) or of the Participant, which
rights are hereby expressly reserved by each, to terminate such person's Service
at any time for any reason, with or without cause.

                                    APPENDIX

      The following definitions shall be in effect under the Plan:

      A. CODE shall mean the Internal Revenue Code of 1986, as amended.

      B. COMMON STOCK shall mean the Corporation's common stock.

      C. CORPORATION shall mean Eagle Broadband, Inc., a Texas corporation, and
any corporate successor to all or substantially all of the assets or voting
stock of Corporation which shall by appropriate action adopt the Plan.

      D. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

      E. FAIR MARKET VALUE per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

      (i) If the Common Stock is at the time listed on any Stock Exchange, then
      the Fair Market Value shall be the closing selling price per share of
      Common Stock on the date in question on the Stock Exchange determined by
      the Plan Administrator to be the primary market for the Common Stock, as
      such price is officially quoted in the composite tape of transactions on
      such exchange and published in THE WALL STREET JOURNAL. If there is no
      closing selling price for the Common Stock on the date in question, then
      the Fair Market Value shall be the closing selling price on the last
      preceding date for which such quotation exists.

      (ii) If the Common Stock is at the time traded on the Nasdaq National
      Market, then the Fair Market Value shall be the closing selling price per
      share of Common Stock on the date in question, as such price is reported
      by the National Association of Securities Dealers on the Nasdaq National
      Market and published in THE WALL STREET JOURNAL. If there is no closing
      selling price for the Common Stock on the date in question, then the Fair
      Market Value shall be the closing selling price on the last preceding date
      for which such quotation exists.

      F. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

      G. PARTICIPANT shall mean any person who is issued shares of Common Stock
under the Stock Issuance Program.

      H. PLAN shall mean the Corporation's 2002 Stock Incentive Plan, as set
forth in this document.

      I. PLAN ADMINISTRATOR shall mean the particular entity, whether the Board
or a Board committee, which is authorized to administer the Stock Issuance
Program with respect to one or more classes of eligible persons, to the extent
such entity is carrying out its administrative functions under the program with
respect to the persons under its jurisdiction.


      J. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

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      K. SECTION 16 INSIDER shall mean an officer or director of the Corporation
subject to the short-swing profit liabilities of Section 16 of the 1934 Act.

      L. SERVICE shall mean the performance of services for the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the stock issuance.

      M. STOCK EXCHANGE shall mean either the American Stock Exchange or the New
York Stock Exchange.

      N. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in effect
under Article Two of the Plan.

      O. SUBSIDIARY shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

      P. WITHHOLDING TAXES shall mean the applicable income and employment
withholding taxes to which the holder of Non-Statutory Options or unvested
shares of Common Stock may become subject in connection with the exercise of
those options or the vesting of those shares.