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<TEXT>



    As filed with the Securities and Exchange Commission on January 23, 2001.


                         Registration No.333-96027


                   SECURITIES  AND  EXCHANGE  COMMISSION
                           Washington, D.C. 20549


                      Pre-effective Amendment No. 3


                               FORM S-1/A
                        Registration Statement
                                 under
                       The Securities Act of 1933


                           USURF America, Inc.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


             NEVADA                     7375
72-1482416
(STATE OR OTHER JURISDICTION OF  (PRIMARY STANDARD INDUSTRIAL    (IRS
EMPLOYER
INCORPORATION OR ORGANIZATION)   CLASSIFICATION CODE NUMBER)
IDENTIFICATION NO.)


             8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
                              (225) 922-7744
          (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
              AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)


                        David M. Loflin, President
                            USURF America, Inc.
              8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
                              (225) 922-7744
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                               Copies to:
                            Eric Newlan, Esq.
                             NEWLAN & NEWLAN
                         819 Office Park Circle
                         Lewisville, Texas 75057


Approximate date of commencement of proposed sale to public:  As soon as
practicable after this Registration Statement is declared effective.


If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box:  [X]


If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration number of the
earlier effective registration statement for the same offering:  [     ]


If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering:  [     ]


If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:  [     ]


<PAGE>



                       CALCULATION OF REGISTRATION FEE


Title
of each                         Proposed     Proposed
class of                        maximum      maximum      Amount
securities  Amount              offering     aggregate    of regi-
to be       to be               price per    offering     stration
registered  registered(1)       unit         price        fee
----------  -------------       ---------    ---------    --------


Common      2,000,000 shares(3) $8.6875(2)$17,375,000   $4,587.00(18)
 Stock    462,607 shares(4) $8.6875(2)$4,018,898     1,060.99(18)
per share      68,810 shares(4) $1.25(5)     $86,012        22.71(18)
               56,667 shares(4) $1.50(6)     $85,000        22.41(18)
               60,000 shares(4) $3.50(7)          $210,000        55.44(18)
               50,000 shares(4) $6.00(8)          $300,000        79.20(18)
               95,000 shares(4) $7.00(9)          $665,000       175.56(18)
               92,500 shares(4) $8.25(10)         $763,125       201.46(18)
              225,000 shares(4) $4.00(11)         $900,000       237.60(18)
               65,000 shares(4) $7.50(12)         $487,500       128.70(18)
           4,000,000 shares(3,4)$.5625(13)$2,250,000       594.00
           2,932,750 shares(4)  $.5625(13)$1,649,672(13)   435.51
             268,750 shares(4)  $.25         $67,187(14)    17.75
             268,750 shares(4)  $.35         $94,062(15)    24.84
             268,750 shares(4)  $.45        $120,937(16)    31.94
             380,000 shares(4)  $.20         $76,000(17)    20.06


Total     11,294,584 shares              $28,378,049    $7,695.17
---------------
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement covers such additional indeterminate shares of
Common Stock as may be issued by reason of adjustments in the number of
shares of Common Stock pursuant to anti-dilution provisions contained in
various Common Stock Purchase Warrants. Because such additional shares of
Common Stock will, if issued, be issued for no additional consideration, no
registration fee is required.
(2)  Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the bid and
ask prices reported on the American Stock Exchange on January 25, 2000,
$8.6875 per share.
(3)  May be offered and issued by Registrant from time to time under a
common stock purchase agreement.
(4)  To be offered and sold by Selling Shareholders.
(5)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$1.25 per share.
(6)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$1.50 per share.
(7)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$3.50 per share.
(8)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$6.00 per share.
(9)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$7.00 per share.
(10)  Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the bid and
ask prices reported on the American Stock Exchange on February 18, 2000,
$8.25 per share.
(11)  Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the closing price reported
on the American Stock Exchange on April 25, 2000, $4.00 per share.
(12)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$7.50 per share.
(13)  Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the closing price reported
on the American Stock Exchange on January 22, 2001, $.5625 per share.
(14)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$.25 per share.
(15)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$.35 per share.
(16)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$.45 per share.
(17)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$.20 per share.
(18) Paid previously.



Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until Registrant shall file
a  further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to Section
8(a), may determine.



<PAGE>



Information contained herein is subject to completion or amendment.  A
Registration Statement relating to these securities has been filed with the
SEC.  These securities may not be sold nor may offers to buy be accepted
prior to the time the Registration Statement becomes effective.  This
Prospectus shall not constitute an offer to sell or the solicitation of an
offer to sell or an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such state.


PROSPECTUS                  SUBJECT TO COMPLETION, DATED JANUARY 22, 2001


                          Up to 11,294,584 Shares
                            USURF America, Inc.
                               Common Stock
                              $.0001 par value


This prospectus relates to the sale of up to 7,445,000 shares of our common
stock, which we may issue to Fusion Capital Fund II, LLC. Fusion Capital is
a selling shareholder under this prospectus.


On October 9, 2000, we entered into a common stock purchase agreement with
Fusion Capital, pursuant to which Fusion Capital agreed to purchase up to
$10 million of our common stock. The purchase price will be based upon the
market price of our common stock at the time of purchase. We estimate that
the maximum number of shares we will sell to Fusion Capital under the
Fusion Capital agreement will be 6,000,000. Under the terms of the Fusion
Capital agreement, we have issued 800,000 shares of our common stock to
Fusion Capital as a commitment fee. These 800,000 shares may not be sold by
Fusion Capital until the earliest of termination of the agreement, default
under the agreement or approximately two years from the date hereof. Upon
the effectiveness of the registration statement to which this prospectus
relates, Fusion Capital will receive a total of 645,000 warrants to
purchase a like number of shares of our common stock. Fusion Capital and
its affiliates have agreed not to engage in any direct or indirect short
selling or hedging of our common stock.


The shares to be issued to Fusion Capital, including the shares underlying
the warrants to be issued to Fusion Capital, are called the Fusion Capital
stock. We will receive none of the proceeds from any sales of the Fusion
Capital stock; however, we may receive up to $10,000,000 in connection with
purchases by Fusion Capital under the Fusion Capital agreement.


This prospectus also relates to an additional 3,849,584 shares of our
common stock offered for sale by persons other than Fusion Capital. These
shares are called the selling shareholder stock and these persons are
called the selling shareholders. Unless the context requires otherwise, the
term selling shareholders includes Fusion Capital.  2,175,357 of these
shares have been issued by us, and 1,674,227 of these shares will be issued
by us upon exercise of common stock purchase warrants. This prospectus
relates to the offer and sale, from time to time by the selling
shareholders, of the selling shareholder stock. We will receive none of the
proceeds from sales of the selling shareholder stock by the selling
shareholders.  We are paying nearly all of the expenses of this offering.
Normal broker fees and any applicable transfer taxes will be paid by the
selling shareholders.


Our common stock is traded on the American Stock Exchange under the symbol
"UAX".  On January 22, 2001, the closing sale price of our common stock, as
reported by AMEX, was $.5625 per share.


Investing in our common stock involves risk. Please see "risk factors",
beginning on page 5, for an explanation of some of these risks.


Fusion Capital, a selling shareholder, is deemed to be an "underwriter"
within the meaning of the Securities Act of 1933, as amended. Any broker
executing selling orders on behalf of Fusion Capital may be deemed to be an
"underwriter". Commissions received by any broker may be deemed to be
underwriting commissions.


Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.


        The date of this Prospectus is _______________, 2001



<PAGE>



You should rely only on the information contained in this prospectus.  We
have not authorized anyone to provide you with information different from
that contained in this prospectus.  The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of our common stock.


                                TABLE OF CONTENTS
                                                                Page
SUMMARY
THE OFFERING
SUMMARY FINANCIAL DATA
RISK FACTORS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
DILUTION
USE OF PROCEEDS
TRADING AND MARKET PRICES
DIVIDENDS
CAPITALIZATION
SELECTED FINANCIAL DATA
CHANGE OF INDEPENDENT AUDITOR
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS
REGULATION
BUSINESS
MANAGEMENT
CERTAIN TRANSACTIONS
PRINCIPAL SHAREHOLDERS
LITIGATION
THE FUSION CAPITAL TRANSACTION
PLAN OF DISTRIBUTION
SELLING SHAREHOLDERS
DESCRIPTION OF SECURITIES
LEGAL MATTERS
EXPERTS
ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS


                                SUMMARY


This summary highlights information contained elsewhere in this prospectus.
 This summary may not contain all of the information that you should
consider before investing in our common stock.  You should read the entire
prospectus carefully.


Our Business


We own a proprietary wireless Internet access system, known as
"Quick-CellTM".  Our management has determined to commit all of our
available resources to the commercial exploitation of our Quick-Cell
products.  We currently provide wireless Internet access to a small number
of customers in Santa Fe, New Mexico.  We expect to establish Quick-Cell
systems in other cities throughout the United States, to the extent that
sufficient sources of capital are available.  For the foreseeable future,
we will focus substantially all of our resources in this effort.  To date,
our wireless Internet business has not expanded, due to our lack of
expansion capital.


In the second quarter of 2000, we began to sell turnkey Quick-Cell systems
to independent telephone companies ("telcos") and other telecommunications
companies.  To date, we have sold three of these systems to firms located
in Brownwood, Texas, Wheeling, West Virginia, and San Juan, Puerto Rico.
The Brownwood system has been installed; the purchaser has yet to implement
its marketing of the system.  The Wheeling system is ready for
installation; the purchaser has yet to begin installation efforts, pending
the resolution of internal matters.  During the third quarter of 2000, due
to a lack of capital, we temporarily suspended this marketing effort.
However, to the extent that funds are available, we hope to relaunch these
marketing efforts, as a way to augment our planned company-owned Quick-Cell
system construction.


We also operate a dial-up Internet Service Provider (ISP) with
approximately 1,000 customers.   Our dial-up customers are serviced by our
CyberHighway subsidiary, which we acquired in January 1999, which contracts
with Dial-up USA for all "back room" and customer support services.


You should read the risk factors, beginning on page 5, before you buy our
common stock.


Our Market


We designed our Quick-Cell wireless Internet access products to permit us
to offer high-speed, high-quality Internet access at prices up to 60% below
local market prices for comparable traditional, hard-wire Internet access.
Our first full-scale sales and installation effort will promote our T-1 and
DSL (digital subscriber line) equivalent speed Internet connections.  We
believe the small and medium-size business market segments present the
greatest opportunity for us to achieve rapid sales of our Quick-Cell products.


We intend to market turnkey Quick-Cell systems to the thousands of
Competitive Local Exchange Carriers (CLECs), independent and other telcos,
DSL providers and Internet service providers.  To the extent that funds are
available, we hope to relaunch these marketing efforts, to augment our
planned company-owned Quick-Cell system construction.


For the foreseeable future, we intend to commit only minimal capital to our
dial-up business, as we intend to attempt to expand our dial-up business
through customer referrals.


As our company matures, we expect to start developing our "e-tail.com"
e-commerce web portal, the foundation of which will be our wireless
Internet access products.  It is estimated that the amount of commerce
conducted over the Internet will exceed $1.0 trillion by 2003.  With the
coupling of our Quick-Cell wireless Internet access services and our
e-tail.com web portal, we believe we are well-positioned to capitalize on
the opportunities presented by the Internet.  However, without additional
capital, we will be unable to pursue our e-tail.com strategy.


Our Strategy


We believe the future of the Internet is in wireless access, as Internet
users demand increasing bandwidth capacities at more affordable costs.


Our goal is to become the leading provider of wireless Internet access
services through the construction and marketing of company-owned Quick-Cell
systems.  To achieve this objective, in as short a time-frame as possible,
we intend to pursue the following strategies:


  -  Free Customer-Premises Wireless Modems.
  -  Free Installation and Set-up.
  -  Free First-Month's Wireless Internet Access Service.


We believe our ability to offer our Quick-Cell wireless Internet access for
no up-front cost will provide a competitive advantage in gaining market
share in each of our local markets.


In addition to building company-owned Quick-Cell systems, we will relaunch
our marketing of turnkey Quick-Cell systems to CLECs, independent and other
telcos, DSL providers and Internet service providers.  We believe this
strategy will provide the quickest growth in usage of our wireless Internet
access products.


Our Address


USURF America was organized as a Nevada corporation in November 1996, under
the name "Media Entertainment, Inc."  In 1998, we changed our name to
"Internet Media Corporation", then to our current name in June 1999.  Our
principal office is located at 8748 Quarters Lake Road, Baton Rouge,
Louisiana 70809.  Our telephone number is (225) 922-7744; our fax number is
(225) 922-9123.  Our web site is located at www.usurf.com.  Information
contained on our web site is not be considered a part of this prospectus.


                                 THE OFFERING


Fusion Capital and the other selling shareholders are offering for sale
their respective shares of selling shareholder stock, as described under
"Plan of Distribution" and "Selling Shareholders", beginning on pages ___,
respectively.


Common Stock offered by:
  Fusion Capital                            Up to 7,445,000 shares(1)
  Other Selling Shareholders                3,849,584 shares(2)


Common Stock Outstanding Prior
 to this Offering                           18,602,770 shares


Common Stock Outstanding After
 this Offering                              27,083,247 shares(3)


American Stock Exchange Trading Symbol:     UAX
-----------
(1) Up to 6,000,000 of these shares are issuable under the Fusion Capital
agreement; an additional 800,000 have been issued to Fusion Capital as a
commitment fee; and 645,000 of these shares may be purchased from us by
Fusion Capital upon the exercise of certain warrants to be issued to Fusion
Capital as part of its commitment fee under the Fusion Capital agreement.
(2) 1,905,357 of these shares are currently issued and outstanding and will
be offered and sold by certain of the selling shareholders; and 1,674,227
of these shares may be purchased from us upon the exercise of certain
warrants and thereafter offered and sold.
(3) Assumes: (A) the issuance of an additional 6,000,000 shares to Fusion
Capital under the Fusion Capital agreement and (B) the exercise of all
2,480,447 warrants, including the Fusion Capital warrants to be issued
pursuant to the Fusion Capital agreement.


                                 SUMMARY FINANCIAL DATA


Set forth below is our summary consolidated statements of operations data
for the years ended December 31, 1997, 1998 and 1999, and the interim
periods ended September 30, 1999 and 2000, as well as summary balance sheet
data as of December 31, 1998 and 1999, and as at September 30, 2000.


This summary financial information should be read in conjunction with the
consolidated financial statements appearing elsewhere in this prospectus.


STATEMENT OF OPERATIONS DATA:


                     Nine Months Ended         Year Ended December 31,
                    9/30/00     9/30/99      1999        1998      1997
                 (unaudited)  (unaudited)  (audited)  (audited)  (audited)


Revenue          $1,821,550   $2,047,364   $2,547,225 $   5,440  $     -
Cost of Goods
 Sold               811,452      687,895    1,152,721     -            -
Expenses         11,473,771    8,151,874   11,860,758 1,034,464     619,385
Net Loss          9,065,037    5,619,445   10,930,163 1,037,626     624,804
Loss per share      (0.68)       (0.51)       (0.96)    (0.14)      (0.10)
Weighted Average
 Number of Shares
 Outstanding     13,207,279   11,034,764   11,419,641  7,361,275  6,193,678


BALANCE SHEET DATA:


                                                 Year Ended December 31,
                                9/30/00          1999              1998
                              (unaudited)      (audited)        (audited)


Working Capital
 (Deficit)                   $(1,157,808)      $(1,060,532)      $(240,806)
Total Assets                  13,894,508        19,545,169         333,659
Total Current Liabilities      1,360,694         1,221,650         249,071
Total Liabilities              4,533,423         5,104,860         249,071
Shareholders' Equity           9,361,135        14,440,309          84,588


                              RISK FACTORS


You should carefully consider the risks described below before you decide
to buy our common stock.  If any of the following risks actually occur, our
business, financial condition or results of operations would likely suffer.
 In such case, the trading price of our common stock could decline, and you
could lose all or part of your investment.


                    Risks Related to Our Business


Because we have a short operating history, there is a limited amount of
information about us upon which you can evaluate our business and potential
for future success.


We were incorporated in 1996 and have only a limited operating history upon
which you can evaluate our business and prospects.  You must consider the
risks and uncertainties frequently encountered by early stage companies in
new and rapidly evolving markets, such as the market for Internet access
services.  Some of these risks and uncertainties relate to our ability to:


-  achieve customer acceptance of our Quick-Cell wireless
   Internet access products;
-  expand our wireless Internet access subscriber base and subscriber-
   related revenues;
-  compete successfully in a highly competitive market;
-  gain access to sufficient capital with which to support anticipated growth;
-  recruit and train qualified employees; and
-  upgrade our network systems and infrastructure.


We cannot assure you that we will successfully address any of these risks
and uncertainties.


Our independent auditor expressed substantial doubt about our ability to
continue as a going concern.


In its opinion on our financial statements for the year ended December 31,
1999, our independent auditor, Postlethwaite & Netterville, expressed
substantial doubt about our ability to continue as a going concern.  Please
review the Independent Auditor's Report and Note 16 to the consolidated
financial statements appearing elsewhere in this prospectus.


We had an accumulated deficit of $12,616,830 as of December 31, 1999, and
an accumulated deficit of $21,687,832 (unaudited) as of September 30, 2000,
and we expect to continue to incur losses for the foreseeable future.


We have had substantial losses since our inception and our operating losses
may continue in the future.


We have incurred annual operating losses since our inception. As a result,
at September 30, 2000, we had an accumulated deficit of $21,687,832.  Our
gross revenues for the nine months ended September 30, 2000, and the years
ended December 31, 1999, 1998 and 1997, were $1,821,550, $2,547,225, $5,440
and $0, respectively, with losses from operations of $10,463,673,
$10,446,254, $1,029,024 and $618,789, respectively.  Our net losses for the
nine months ended September 30, 2000, and the years ended December 31,
1999, 1998 and 1997, were $9,065,037, $10,930,163, $1,037,626 and $624,804,
respectively.  There can be no assurance that revenue growth will be
possible, or that we will be profitable in the future.


As we pursue full-scale sales and installation of our Quick-Cell wireless
Internet products, we expect our operating expenses to increase
significantly, especially in the areas of sales and marketing.  As a result
of these expected cost increases, we will need to generate increased
quarterly revenues to become profitable.  Accordingly, we cannot assure you
that we will ever become or remain profitable.  If our revenues fail to
grow at anticipated rates or our operating expenses increase without a
commensurate increase in our revenues, our financial condition will be
adversely affected.  Our inability to become profitable on a quarterly or
annual basis would have a materially adverse effect on our business and
financial condition.


We may be unable to obtain sufficient capital to sustain our business or
pursue our growth strategy.


We believe that we do not have sufficient financial resources to implement
our business plan or grow our operations. Therefore, excluding any funding
that we might receive from Fusion Capital, we will need additional funds to
continue our operations and to grow our business.  Assuming  we do not
receive any funding from Fusion Capital, there is no assurance that we will
be able to generate revenues that are sufficient to sustain our operations
and we would require additional sources of financing in order to satisfy
our working capital needs, which may be unavailable or prohibitively
expensive. Should such financing be unavailable or prohibitively expensive
when we require it, we would not be able to sustain our working capital
needs, which would have a material adverse effect on our business,
operating results and financial condition.


We have designed a very aggressive growth strategy for the commercial
exploitation of our Quick-Cell wireless Internet access products.  This
strategy is expected to place a significant strain on our managerial,
operational and financial resources.  In particular, our planned wireless
Internet expansion will require significant capital with which to purchase
equipment necessary for the construction and implementation of systems.  We
expect to have significant cash needs as we attempt to exploit our wireless
Internet access products, and the funds currently available to us,
specifically the funds derived pursuant to the Fusion Capital agreement,
may be inadequate.  There can be no assurance that capital will be
available to us on satisfactory terms or at all.


Even if we are able to access $400,000 per month under the Fusion Capital
agreement, we will need additional capital to implement fully our business,
operating and development plans.  In addition, one result of the raising of
additional capital through the Fusion Capital agreement would be the
issuance of additional shares of our common stock.  The issuance of
additional shares to Fusion Capital pursuant to the Fusion Capital
agreement could result in substantial dilution to our existing
shareholders.  We only have the right to receive $400,000 per month under
the common stock purchase agreement unless our stock price equals or
exceeds $5.00 per share, in which event a greater amount may be received by
us.  Sales of our common stock to Fusion Capital cannot begin until a
registration statement registering the shares for resale by Fusion Capital
is declared effective by the SEC.  We cannot predict with certainty if or
when this will occur.


Our results of operations may vary from quarter to quarter in future
periods, and, as a result, we may fail to meet the expectations of our
investors and analysts, which could cause our stock price to fluctuate or
decline.


Our revenues and results of operations have fluctuated in the past and
could fluctuate significantly in the future, as we follow our commitment of
resources to exploiting our Quick-Cell wireless Internet products.  A
variety of factors, many of which are beyond our control, could cause our
operating results to fluctuate.  These factors include:


-  market acceptance of our Quick-Cell wireless Internet access products;
-  the rate of new wireless Internet access subscriber acquisition;
-  wireless Internet access subscriber retention;
-  changes in our pricing policies or those of our competitors;
-  capital expenditures and other costs relating to the expansion of our
   operations;
-  the timing of new product introductions and service announcements made
by us
   or our competitors;
-  personnel changes;
-  the introduction of alternative technologies;
-  the effect of any acquisitions made by us;
-  increased competition in our markets; and
-  new and/or more restrictive governmental regulations.


A significant portion of our operating expense is related to personnel
costs, marketing programs and overhead, which cannot be adjusted quickly
and are, therefore, relatively fixed in the short term.  To the extent that
we begin to derive funding pursuant to the Fusion Capital agreement, our
operating expense levels will be based, in part, on our expectations of
future revenue.  If actual revenues are below our expectations, our results
of operations and financial condition would be materially and adversely
affected.


Due to all of the foregoing factors and the other risks discussed in this
prospectus, you should not rely on period-to-period comparisons of our
results of operations as an indication of future performance.  It is
possible that, in some future periods, our results of operations may be
below the expectations of public market analysts and investors.  In this
event, the market price of our common stock is likely to fall.


Because we depend heavily on outside suppliers, our business may suffer,
should our suppliers fail to perform in a timely manner.


We depend on third-party suppliers of hardware components and
telecommunications carriers to provide equipment and networking services.
We obtain our wireless-Internet-related equipment from a single source.  We
rely on a few local telephone companies and others, such as Qwest, to lease
data communications capacity.  We currently rely on Dial-up USA for all
dial-up Internet access related services, including "back room" and
customer support services.


Because we may not be able to manage our growth successfully, our operating
performance could be adversely affected.


As we implement our wireless Internet growth strategy, we expect to grow
rapidly, both by hiring new employees and serving new geographic markets.
Without additional capital, however, we will be unable to expand our
operations.  Any such growth will place a significant strain on our
management and operating and financial systems.


Our personnel, systems, procedures and controls may be inadequate to
support our future operations.  In order to accommodate our expected
increase in size of our operations, we will need to hire, train and retain
appropriate personnel to manage our operations.  We will also need to
improve our financial and management controls, reporting systems and
operating systems.  We have contracted with a private firm to provide
systems analysis and design services intended to reform several internal
systems, including our recruiting and management systems.  We may encounter
difficulties in developing and implementing these new systems, which could
have a materially adverse effect on our results of operations.


Our future success will depend on our ability to keep pace with the
Internet's rapid technological changes, evolving industry standards and
changing customer needs.


The Internet access market is susceptible to rapid changes, due primarily
to technological innovations, as well as evolving industry standards,
changes in subscriber needs and frequent new service and product
introductions.  New services and products based on new technologies or new
industry standards expose us to risks of equipment obsolescence.  We must
use leading technologies effectively, continue to develop our technical
expertise and enhance our existing services on a timely basis to remain
competitive in this industry.  While the development of our proprietary
wireless Internet access and other wireless technologies are expected to
aid us in our efforts to remain on the leading edge of Internet-related
technology, we cannot assure you that this will be the case.

Our ability to compete successfully in our markets also depends on the
continued compatibility of our services with products and systems utilized
and sold by various third parties.  Although we intend to support emerging
standards in the Internet access market, as well as in the enhanced
business services market, we may not be able to do so.  Our failure to do
so could cause us to lose a competitive position in our markets.


Even though we believe our Quick-Cell wireless Internet access technology
is a leading-edge Internet access delivery system, we cannot be certain
that this technology will permit us to remain competitive in our markets.
We will continue to pursue the development of faster, more efficient
Internet access technologies, although we may be unable to support future
product development costs.


Our growth plans depend on the continued growth and development of the
Internet and its infrastructure.


During the past five or so years, the use of the Internet has grown
exponentially.  Although we believe our Quick-Cell wireless Internet access
technology is positioned as a replacement for traditional, hard-wire-based
Internet access, a portion of our expected growth depends on the continued
growth of the Internet, in general, and the development of the Internet as
a viable commercial medium, in particular.  If the use of the Internet does
not continue to grow or evolves in a way that we are unable to address
effectively, it is likely that our business, financial condition and
operating results would be materially and adversely affected.

We cannot assure you that the growth of the Internet will continue or that
a sufficient number of consumers will adopt and continue to use the
Internet.  Internet usage may be inhibited for a number of reasons, including:


-  inadequate Internet infrastructure;
-  security concerns; and
-  inconsistent quality of service.


We cannot assure you that the Internet infrastructure will be able to
support expected growth or that the reliability and performance of the
Internet will not decline as a result of this growth.  If widespread
outages or delays occur in the Internet network infrastructure in the
future, web usage could grow more slowly than anticipated or decline.


We face risks associated with government regulation of and legal
uncertainties surrounding the Internet.


All Internet-related activities have increasingly come under scrutiny by
state and federal regulators.  These regulators may adopt additional laws
and regulations relating to content, user privacy, pricing and copyright
infringement.


Any new law or regulation pertaining to the Internet, or the application or
interpretation of existing laws, could increase our cost of doing business
or otherwise have a materially adverse effect on our business, results of
operations and financial condition.  The laws governing the Internet remain
largely unsettled, even in areas where there has been some legislative
action.  It may take several years to determine whether and how existing
laws governing intellectual property, copyright, privacy, obscenity, libel
and taxation apply to the Internet.  In addition, the growth and
development of e-commerce may prompt calls for more stringent consumer
protection laws, both in the United States and overseas.


Our Quick-Cell wireless Internet access products operate in unregulated
spectra, the 900 MHz and 2400 MHz spectra (primarily the 2400 MHz
spectrum), and we expect that these spectra will remain unregulated.


Breaches in security and computer viruses on the Internet may adversely
affect our business by slowing the growth of the Internet.


The need to transmit securely confidential information, such as credit card
and other personal information, over the Internet has been a significant
barrier to e-commerce and Internet communications.  Any well-publicized
compromise of security could deter consumers and businesses from using the
Internet to conduct transactions that involve transmitting confidential
information, including the purchase of goods and services.  Decreased
Internet traffic as a result of general security concerns or viruses could
hurt our results of operations.


Because consumers may not accept our Quick-Cell wireless Internet access
products, it is possible that we will fail to achieve our goals.


We intend to be the first wireless ISP of its kind in each of our markets.
While we expect that our wireless Internet access products will be accepted
by consumers, we cannot assure you that they will be accepted by enough
consumers to permit us to earn a profit.


Our operating results will suffer, should we fail to overcome the severe
competition for Internet access customers.


The market for Internet access services is extremely competitive and highly
fragmented.  As there are no significant barriers to entry, we expect that
competition will intensify over time.  We also believe that the primary
competitive factors determining success as an ISP are:


-  a reputation for reliability and high-quality service;
-  effective customer support;
-  Internet access speed;
-  pricing;
-  effective marketing techniques for customer acquisition;
-  ease of use; and
-  scope of geographic coverage.


We believe we can, and in the future will, more effectively, compete in our
markets.  However, if we cannot compete successfully in our markets, our
operating results and financial condition would be materially and adversely
affected.


Our competitors include many large, nationally-known companies, such as
America Online and Earthlink.  These and other companies possess greater
resources, particularly access to capital sources, market presence and
brand name recognition than do we.  In addition, we will face competition
from other wireless Internet access providers, such as Metricom, and
larger, national cellular telephone service providers.  We believe our
Quick-Cell wireless Internet access products are superior to other similar
products.


We depend on our key personnel; the loss of any key personnel could disrupt
our operations, adversely affect our business and result in reduced revenues.


Our future success will depend on the continued services and on the
performance of our senior management and other key employees.  In
particular, we depend on our president, David M. Loflin.  While we have
entered into an employment agreement with Mr. Loflin, the loss of his
services for any reason could seriously impair our ability to execute our
business plan, which could reduce our revenues and have a materially
adverse effect on our business and results of operations.  We have not
purchased any key-man life insurance.


Our ability to hire, train and retain qualified employees is crucial to our
ability to grow and to compete effectively.


To succeed, we must hire, train, motivate, retain and successfully manage
employees with skills related to the Internet and its rapidly changing
technologies.  Because of the recent and rapid growth of the Internet,
professionals who have Internet expertise and can perform required
functions are, in many markets, scarce, and competition for these
individuals is intense.  We might not be able to hire persons with needed
expertise or to train, motivate, retain and successfully manage the
employees we do hire.  This could hinder our ability to compete
successfully in our markets.  While our key employees are subject to
non-competition agreements, these agreements are difficult to enforce.  As
a result, our employees may leave us for our competitors or start their own
companies in competition with us.  If we fail to attract, train and retain
key personnel, our business would be materially and adversely affected.


Our directors and executive officers own enough of our common stock
effectively to control directors' elections and thereby control our
management policies.


Our directors and executive officers own approximately 25.11% of our common
stock.  Two of our directors, as well as three other persons, have entered
into a voting agreement relating to the voting in elections of directors.
Currently, approximately 24.73% of our outstanding shares of common stock
are subject to this voting agreement.  These shareholders will be able
effectively to control the outcome of corporate actions requiring
shareholder approval by majority action.  Their stock ownership may have
the effect of delaying, deferring or preventing a change in control of
USURF America.  A more complete description of this voting agreement may be
found under the heading "Certain Transactions", page ___.


Our business plan is not based on independent market studies, so we cannot
assure you that our strategy will be successful.


Our plans for implementing our business strategy and achieving
profitability are based on the experience, judgment and certain assumptions
of our key management personnel, and upon other available information
concerning the communications industry.  We have not commissioned any
independent market studies concerning the extent to which customers will
utilize our services and products.  We cannot assure you that our
assumptions will prove correct.


Future acquisitions or investments could disrupt our ongoing business,
distract our management and employees, increase our expenses and adversely
affect our business.


It is possible that a portion of any future growth will be accomplished by
acquiring existing businesses.  The success of any acquisitions will depend
upon, among other things, our ability to integrate acquired personnel,
operations, products and technologies into our organization effectively, to
retain and motivate key personnel of acquired businesses and to retain
customers of acquired firms.  We cannot assure you that we will be able to
identify suitable acquisition opportunities, obtain any necessary financing
on acceptable terms or successfully integrate acquired personnel and
operations.  These difficulties could disrupt our ongoing business,
distract our management and employees, increase our expenses and materially
and adversely affect our results of operations.  Any future acquisitions
would involve certain other risks, including the assumption of additional
liabilities, potentially dilutive issuances of equity securities and
diversion of management's attention from other business concerns.


We may not be able to protect our intellectual property rights, which could
adversely affect our business.


We currently rely on common law principles for the protection of our
copyrights and trademarks and trade secret laws to protect our proprietary
intellectual property rights.  We do not intend to file patent applications
relating to our Quick-Cell wireless Internet access products, until
completion of a future generation of the products.  We intend to file
trademark applications relating to the "Quick-Cell" brand name, the "US.RF
Wireless Internet" brand name and the "USURF America" brand name.


Without patent or trademark protection, the existing trade secret and
copyright laws afford us only limited protection.  Third parties may
attempt to disclose, obtain or use our technologies.  Others may
independently develop and obtain patents or copyrights for technologies
that are similar or superior to our technologies.  If that happens, we may
need to license these technologies and we may not be able to obtain
licenses on reasonable terms, if at all.


                        Risks Associated With This Offering


You will suffer substantial dilution in the net tangible book value of the
common stock you purchase.


Because we expect to issue up to 6,000,000 shares to Fusion Capital at
market-level prices, you will suffer substantial and immediate dilution,
due to the lower book value per share of our common stock compared to the
purchase price per share of our common stock.  We cannot predict your
actual dilution, because dilution will depend on the price at which our
common stock is sold to Fusion Capital.


The market price of our common stock will continue to be extremely
volatile, and it may drop unexpectedly.


The market price of our common stock has fluctuated significantly in the
past and we expect this volatility to continue in the future.  Since our
common stock became listed on the American Stock Exchange in October 1999,
the trading volume has become more consistent, though significant periodic
fluctuations in price still occur. During the past year, trading prices for
our common stock have ranged from $.1875 per share to $11.00 per share.  It
is possible that the market price of our common stock could fall below the
price you paid for your shares of our common stock.


The stock prices for many high technology companies, especially those that
base their businesses on the Internet, recently have experienced wide
fluctuations and extreme volatility.  This volatility has often been
unrelated to the operating performance of such companies, so our stock
price could decline even if our wireless Internet access business is
successful.  Such fluctuations have adversely affected, and may in the
future adversely affect, the market price of our common stock.  Also,
following periods of volatility in the market price of a company's
securities, securities class action claims frequently are brought against
the subject company.  To the extent that the market price of our shares
falls dramatically in any period of time, shareholders may bring claims,
with or without merit, against us.  Such litigation would be expensive to
defend and would divert management attention and resources regardless of
outcome.


We do not expect to pay cash dividends for the foreseeable future.


We do not anticipate the payment of cash dividends in the foreseeable
future.  Rather we intend to re-invest any profits. We have acquired shares
of common stock of three private companies.  Our board of directors
declared dividends as to all of the shares of each of these private companies.


Our directors' liability for monetary damages is limited.


Our Articles of Incorporation, as amended, significantly limit the
liability of our directors to our shareholders for breaches of fiduciary or
other duties owed by them to USURF America.


Nearly all of our shares are eligible for future sale or are subject to
registration rights that could adversely affect the market price of our
common stock.


With the registration of the shares of selling shareholder stock, nearly
all of the outstanding shares of our common stock owned by non-affiliates
will be eligible for resale to the public.  This amount of common stock
represents a significant overhang on the market for our common stock.  The
sale of a significant amount of these shares at any given time could cause
the trading price of our common stock to decline and to be highly volatile.
 If our shareholders sell substantial additional amounts of common stock in
the public market following this offering, the market price of our common
stock could fall.  Such sales also could make it more difficult for us to
sell equity or equity-related securities in the future at a time and price
that we deem appropriate.


Even if our stock price decreases, we may elect to cause purchases of our
common stock under the Fusion Capital agreement, causing more shares to be
outstanding and resulting in substantial dilution.


The purchase price for the common stock to be issued to Fusion Capital
under the Fusion Capital agreement will fluctuate based on the then-current
market price of our common stock.  Please see "The Fusion Capital
Transaction Purchase of Shares under the Fusion Capital Agreement" for a
detailed description of the purchase price and the relation of the purchase
price of the common stock issuable to Fusion Capital pursuant to the Fusion
Capital agreement, to the market price of our common stock.  All shares
registered in this offering will be freely tradable.  However, Fusion
Capital has agreed that it will not sell or otherwise transfer the 800,000
commitment shares until the earliest of termination of the common stock
purchase agreement, our default under the agreement, or approximately two
years from the date hereof. Fusion Capital may sell none, some or all of
the shares of common stock purchased from us at any time. We expect that
shares registered in this offering will be sold over a period of up to 25
months from the date of this prospectus. Depending upon market liquidity at
the time, a sale of shares under this offering at any given time could
cause the trading price of our common stock to decline. The sale of a
substantial number of shares of our common stock under this offering, or
anticipation of such sales, could make it more difficult for us to sell
equity or equity related securities in the future at a time and at a price
that it might otherwise wish to effect sales.


If Fusion Capital purchased the full amount of shares purchasable under the
Fusion Capital agreement on the date of this prospectus, the purchase price
would have been $.5625 per share and Fusion Capital would have been able to
purchase all 6,000,000 shares of our common stock reserved for issuance
under the Fusion Capital agreement.  Assuming Fusion Capital's purchase
under the Fusion Capital agreement on the date of this prospectus, these
shares, along with the 800,000 shares issued as a commitment fee and the
645,000 shares underlying the warrants to be issued to Fusion Capital,
would represent, on a fully-diluted basis, approximately 27.5% of our
outstanding common stock as of January 22, 2001.  This would result in
significant dilution to the ownership interests of other holders of our
common stock.  Such dilution could be more significant if the trading price
of our common stock is lower than the current trading price of our common
stock at the time Fusion Capital purchases shares of our common stock under
the Fusion Capital agreement, as a lower trading price would cause more
shares of our common stock to be issuable to Fusion Capital.  The purchase
under the Fusion Capital agreement of a significant percentage of our
outstanding common stock may result in substantial dilution to the
ownership interests of other holders of our common stock.


Although we have the right to prohibit Fusion Capital's purchases under the
common stock purchase agreement if our stock price is below $20.00 for
three consecutive trading days, we may still elect to require Fusion
Capital's purchase of shares under the common stock purchase agreement. We
can require Fusion Capital to purchase additional shares if our closing
sale price on each of the five trading days immediately prior to the first
trading day of any 30-day period is at least $5.00, provided the closing
sale price of our common stock during such 30-day period or periods is at
least $5.00.  In the event that we decide to issue a number of shares that
represents greater than 20% of our outstanding shares of common stock, we
would first seek shareholder approval.  The purchase under the common stock
purchase agreement of a significant percentage of our outstanding stock may
result in substantial dilution to the ownership interests of other holders
of our common stock. Since we only plan to sell up to 6,000,000 shares to
Fusion Capital under the Fusion Capital agreement, the price at which we
sell our common stock to Fusion Capital will need to average at least $1.67
per share for us to receive the maximum proceeds of $10 million under the
Fusion Capital agreement. Assuming a purchase price of $.75 per share (the
closing sale price of the common stock on January 19, 2001) and the
purchase by Fusion Capital of 6,000,000 shares under the Fusion Capital
agreement, proceeds to us would only be $4,500,000, unless we choose to
issue more than 6,000,000 shares, which we have the right, but not the
obligation, to do.


The existence of the agreement with Fusion Capital to purchase shares of
our common stock could cause downward pressure on the market price of our
common stock.


Both the actual dilution and the potential for dilution resulting from
sales of our common stock to Fusion Capital could cause holders to elect to
sell their shares of our common stock, which could cause the trading price
of the common stock to decrease.  In addition, prospective investors
anticipating the downward pressure on the price of our common stock due to
the shares available for sale by Fusion Capital could refrain from
purchases or effect sales in anticipation of a decline of the market price.


The sale of the shares registered in this offering could cause our stock
price to decline.


All shares registered in this offering will be freely tradable.  It is
anticipated that shares registered in this offering will be sold over a
period of up to 25 months from the date of this prospectus.  We may require
Fusion Capital to purchase a significant amount of common stock at one
time.  The sale of a significant amount of shares registered in this
offering at any given time could cause the trading price of our common
stock to decline.


            CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This prospectus contains forward-looking statements that involve risks and
uncertainties.  Discussions containing forward-looking statements may be
found in the material set forth under "Risk Factors", "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and "Business", as well as in the prospectus generally.  We generally use
words such as "believes", "intends", "expects", "anticipates", "plans" and
similar expressions to identify forward-looking statements. You should not
place undue reliance on these forward-looking statements.  Our actual
results could differ materially from those anticipated in the
forward-looking statements for many reasons, including the risks described
above and elsewhere in this prospectus.


Although we believe that the expectations reflected in the forward-looking
statements are reasonable, they relate only to events as of the date on
which the statements are made, and we cannot assure you that our future
results, levels of activity, performance or achievements will meet these
expectations.  Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of the forward-looking
statements.  We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results or to changes in our expectations.


                                  DILUTION


A purchase of our common stock will result in substantial and immediate
dilution in your investment.  Dilution is the reduction of a purchaser's
investment measured by the difference between the price per share of common
stock and the net tangible book value per share following the purchase.  We
cannot predict the actual dilution you will incur when you purchase our
common stock.


                              USE OF PROCEEDS


We will not receive any of the proceeds of sales of selling shareholder
stock by the selling shareholders.


However, we may receive up to $10 million under the Fusion Capital
agreement.  Assuming we receive this amount of funds, we anticipate that we
will apply these funds to the purchase of equipment, the construction of
Quick-Cell systems, marketing, general and administrative expenses and
working capital.  8% of the proceeds derived under the Fusion Capital
agreement will be paid as a finder's fee.


Should all of our outstanding warrants, including all of the Fusion Capital
warrants to be issued in connection with the Fusion Capital agreement, we
would receive cash proceeds of approximately $2,995,000.  If received,
these funds would be applied to the exploitation of our Quick-Cell wireless
Internet access products.  There is no assurance that any of these warrants
will be exercised.


                        TRADING AND MARKET PRICES


From 1997 through October 14, 1999, our common stock was traded on the
NASD's OTC Bulletin Board, first under the symbol "MEME", then under the
symbol "USRF".  The table below sets forth, for the periods indicated, the
high and low bid and asked prices for our common stock, as reported by the
OTCBB:


                           High     High      Low        Low
Quarter/Period Ended:      Bid      Ask       Bid        Ask


December 31, 1997          $.75     $1.625    $.0625     $.21875


March 31, 1998             $2.00    $3.00     $.03125    $.08
June 30, 1998              $2.00    $2.0625   $.8125     $.875
September 30, 1998         $1.50    $1.625    $.75       $.84375
December 31, 1998          $5.3125  $5.50     $.50       $.53125


March 31, 1999             $13.50   $13.75    $3.34375   $2.00
June 30, 1999              $7.375   $5.6875   $3.5625    $3.60
September 30, 1999         $8.8125  $8.875    $3.28125   $3.4375
10/1/99 thru 10/14/99      $3.8125  $3.9375   $2.875     $3.00


These prices represented quotations between dealers without adjustment for
retail mark-ups, mark-downs or commissions, and may not have necessarily
represented actual transactions.


Beginning on October 15, 1999, our common stock began to be traded on the
American Stock Exchange, under the symbol "UAX".  The table below sets
forth, for the period indicated, the high and low sales prices for our
common stock, as reported by the American Stock Exchange:


      Quarter/Period Ended:               High       Low


      10/15/99 thru 12/31/99              $5.875     $2.50


      March 31, 2000                      $11.00     $3.625
      June 30, 2000                       $6.00      $2.25
      September 30, 2000                  $2.50      $.875
      December 31, 2000                   $1.25      $.1875


You should note that our common stock, like many newly-traded stocks, has
experienced significant fluctuations in its price and trading volume.  We
cannot predict the future trading patterns of our common stock.


On January 22, 2001, the number of record holders of our common stock,
excluding nominees and brokers, was 1,120, holding 18,602,770 shares.


                                     DIVIDENDS


We have never paid cash dividends on our common stock.  We intend to
re-invest any future earnings for the foreseeable future.


We have acquired shares of common stock of three private companies:
1,500,000 shares of New Wave Media Corp., in exchange for all of our
community-television-related assets; 400,000 shares of Argo Petroleum
Corporation, in exchange for 10,000 shares of our common stock; and 800,000
shares of Woodcomm International, Inc., in exchange for 7,500 shares of our
common stock.


Our board of directors declared dividends as to all of the shares of each
of these private companies.  None of the three dividend distributions will
occur unless and until a registration statement relating to each
distribution transaction has been declared effective by the SEC.


                                     CAPITALIZATION


The following table sets forth our capitalization as of September 30, 2000
(unaudited), and December 31, 1999 (audited).  This table should be read in
conjunction with our consolidated financial statements included elsewhere
in this prospectus.


                                          As at              As at
                                         9/30/00            12/31/99
                                       (unaudited)          (audited)


Long-Term Liabilities                   $3,173,729          $3,883,210
Shareholders' Equity:
  Common Stock - $.0001 par value;
  100,000,000 shares authorized,
  14,571,038 and 12,786,116
  shares issued, respectively                1,457               1,279
Additional Paid-in Capital              32,645,830          28,918,638
Accumulated Deficit                    (21,687,832)        (12,616,830)
Other                                   (1,592,510)         (1,861,918)
Subscriptions Receivable                    (5,860)               (860)
Shareholders' Equity                     9,361,085          14,440,309
Total Capitalization                    12,534,814          18,323,519


                          SELECTED FINANCIAL DATA


The following selected financial data have been derived from our
consolidated financial statements, which appear elsewhere in this
prospectus.  The selected financial data set forth below should be read in
conjunction with our financial statements, related notes and other
financial information included elsewhere in this prospectus.


STATEMENT OF OPERATIONS DATA:


                     Nine Months Ended         Year Ended December 31,
                    9/30/00     9/30/99      1999        1998      1997
                 (unaudited)  (unaudited)  (audited)  (audited)  (audited)


Revenue          $1,821,550   $2,047,364   $2,547,225 $   5,440  $     -
Cost of Goods
 Sold               811,452      687,895    1,152,721       -          -
Expenses         11,473,771    8,151,874   11,860,758 1,034,464     619,385
Net Loss          9,065,037    5,619,445   10,930,163 1,037,626     624,804
Loss per share      (0.68)       (0.51)       (0.96)    (0.14)      (0.10)
Weighted Average
 Number of Shares
 Outstanding     13,207,279   11,034,764   11,419,641  7,361,275  6,193,678


BALANCE SHEET DATA:


                                                 Year Ended December 31,
                                9/30/00          1999              1998
                              (unaudited)      (audited)        (audited)


Working Capital
 (Deficit)                   $(1,157,808)      $(1,060,532)      $(240,806)
Total Assets                  13,894,508        19,545,169         333,659
Total Current Liabilities      1,360,694         1,221,650         249,071
Total Liabilities              4,533,423         5,104,860         249,071
Shareholders' Equity           9,361,135        14,440,309          84,588


                         CHANGE OF INDEPENDENT AUDITOR


On January 11, 2000, we dismissed Weaver and Tidwell, L.L.P. as our
independent auditor.  At the time of the dismissal, there was no
disagreement with respect to any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
On January 24, 2000, we engaged Postlethwaite & Netterville as our new
independent auditor, which firm audited our financial statements for the
year ended December 31, 1999.  The audit committee of our board of
directors recommended this change in auditors and the full board approved
the change.


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Present Business Focus


In October 1999, our management determined to commit all available capital
to the commercial exploitation of our Quick-Cell wireless Internet access
products.


In the second quarter of 2000, in connection with our hiring of Robert A.
Hart IV as vice president of technology, we began marketing our turnkey
Quick-Cell wireless Internet access systems to the thousands of Competitive
Local Exchange Carriers (CLECs), independent and other telcos, DSL
providers and Internet service providers.  This strategy was designed to
serve two purposes: (1) to get our Quick-Cell wireless Internet access
products in the hands of consumers, so as to begin to establish product
name recognition and performance history; and (2) to provide needed funding
with which we would be able to establish and operate our own Quick-Cell
systems.  After selling three Quick-Cell systems, we suspended this
marketing effort, due to a lack of capital.  However, to the extent that
funds are available, we hope to relaunch these efforts, as a way to augment
our planned company-owned Quick-Cell construction.


In July 2000, we entered into an investment banking agreement with Gruntal
& Co., L.L.C.  We anticipate that Gruntal will be successful in securing
needed funding with which we would be able to establish and operate
Quick-Cell systems on a wide-scale basis.  However, we cannot offer any
assurance that we will be able to obtain needed capital through the efforts
of Gruntal.  Gruntal introduced us to Fusion Capital.


The results of operations discussed below reflect, on the whole, our
operating results based on our old business model.  Our new business model
focuses primarily on the exploitation of our Quick-Cell products.  Because
our Quick-Cell wireless Internet access business permits us to operate on
significantly improved margins, as compared to operating margins in the
dial-up Internet access business, we expect our operating results, once we
obtain needed capital, to show significant improvement.  The level of
improved operating results cannot be predicted, however, and will not
improve significantly unless and until needed capital is obtained.  We
remain in need of expansion capital to achieve our aggressive growth strategy.


Background


In July 1999, we changed our name to "USURF America, Inc.", from "Internet
Media Corporation".  We were incorporated on November 1, 1996, under the
name "Media Entertainment, Inc.", to act as a holding company in the
wireless cable and community (low power) television industries.  Our
initial capitalization transaction included the purchase of Winter
Entertainment, Inc. and Missouri Cable TV Corp.  Because USURF America,
Winter Entertainment and Missouri Cable TV were combined in a
reorganization of entities under common control, the presentation contained
in our consolidated financial statements, as they relate to Winter
Entertainment and Missouri Cable TV, have been prepared in a manner similar
to the pooling-of-interests method.


Due to existing market conditions in the wireless cable industry, we have
abandoned our efforts to develop these wireless cable properties.
Nevertheless, in the opinion of our management, the licenses relating to
the various wireless cable frequencies continue to be of substantial future
value for use in our wireless Internet access business.  We will be able to
utilize these frequencies at such time as the FCC approves two-way
communication on the wireless cable frequencies.  Our wireless cable assets
will become impaired, should the expected FCC approval not be forthcoming.
We can make no prediction with respect to the FCC's actions in this regard.


In furtherance of our plan to focus on the exploitation of our Quick-Cell
wireless Internet access products and expansion of our other Internet
services, effective July 1, 1999, we assigned all of our community (low
power) television properties to New Wave Media Corp., in exchange for a 15%
ownership interest in New Wave common stock.  Our board of directors has
declared a dividend with respect to all of the New Wave shares.  These
shares of New Wave will be distributed to our shareholders, upon New Wave's
completion of a Securities Act registration of the distribution
transaction.  This discussion includes the operations of our community
television segment for the first two quarters of 1999.


Since our initial capitalization transactions, we have made the
acquisitions described below.  Each of these acquisitions has been
accounted for as a purchase, not as a pooling of interests, with their
respective operating results being included in this discussion from the
various dates of acquisition:


-       September 1998: we acquired the assets and going business of Desert Rain
Internet Services, a Santa Fe, New Mexico-based ISP, for $25,000 in cash.


-       January 1999: we acquired CyberHighway, Inc., a Boise, Idaho-based ISP
for 2,000,000 shares of our common stock.


-       June 1999: we acquired Santa Fe Trail Internet Plus, Inc., another Santa
Fe, New Mexico-based ISP, for 100,000 shares of our common stock.


-       August 1999: we acquired the going business known as www.usurf.com, for
150,000 shares of our common stock.


-       August 1999: we acquired Premier Internet Services, Inc., an Idaho-based
ISP, for 127,000 shares of our common stock.


-       November 1999: we acquired the customer base of Cyber Mountain, Inc., a
Denver, Colorado-based ISP, for 25,000 shares of our common stock.


-       December 1999: we acquired a portion of the ISP-related equipment and
customer base of CyberHighway of North Georgia, Inc., a Demorest,
Georgia-based ISP, for 53,000 shares of our common stock.


-       February 2000: we acquired The Spinning Wheel, Inc., an Idaho-based ISP,
for 81,063 shares of our common stock.


-       February 2000: we acquired Internet Innovations, L.L.C., a Baton Rouge,
Louisiana-based web design firm, for 50,000 shares of our common stock.


Shareholder Loans - Conversion to Equity


Since our inception, our president, David M. Loflin, has made numerous
loans to us.  At December 31, 1999, we owed Mr. Loflin a total of $356,239.
 Through August 2000, Mr. Loflin loaned us an additional $559,806.  On
August 21, 2000, Mr. Loflin agreed to convert the entire amount owed to
him, including accrued interest, into a total of 774,162 shares of our
common stock.  The total amount of indebtedness converted to common stock
was $967,703.  Mr. Loflin received one share for each $1.25 of indebtedness
converted by him - $1.25 was the low sale price for our common stock on the
American Stock Exchange on August 18, 2000.  Until converted, all of the
loans from Mr. Loflin were payable on demand, with interest accruing at 8%
per annum.  The funds loaned to us during 2000 were used primarily for
operating expenses, as well as for the purchase of network equipment.
Since August 2000, Mr. Loflin has made small loans to us to ease periods of
restricted cash flow.  Historically, without Mr. Loflin's loans, we would
have become substantially insolvent.


Restructuring and Personnel Reductions CyberHighway


The acquisition of CyberHighway in January 1999 fundamentally altered our
company.  With this acquisition, our annual revenues increased from
approximately $5,000 to approximately $2.5 million.  However, beginning in
the last half of 1999, operating losses at CyberHighway steadily increased.
 Personnel costs and leased telephone line charges comprised the vast
majority of CyberHighway's operating costs.  This trend continued
throughout 2000.


During the third quarter of 2000, we determined to reduce CyberHighway's
scope of operations, to achieve immediate and significant cost savings.
This decision was based primarily on our diminishing capital reserves, and
in light of our determination to focus on our wireless Internet access
business.  At the very end of September 2000, three events impacted
CyberHighway and its operations:


-       CyberHighway sold its affilate-ISP business for $40,000, in cash;
-       CyberHighway determined to contract with Dialup USA for all necessary
"back room" and customer support services; and
-       CyberHighway suffered the filing of an involuntary bankruptcy petition.


The sale of the affiliate-ISP business alone permitted CyberHighway to
reduce its personnel from twelve to four.  The contract with Dialup USA,
when implemented at the end of October 2000, permitted CyberHighway to
reduce its personnel to one full-time and two part-time employees, because
it no longer needed to maintain its network operations center.  Together,
these actions have resulted in monthly savings of approximately $75,000.
The involuntary bankruptcy filing (discussed in more detail below) had a
significant negative impact on the business of CyberHighway.  At the time
CyberHighway suffered the involuntary bankruptcy discussed below, it had
approximately 8,500 company-owned dial-up customers.  Immediately upon our
announcing the filing of the involuntary petition, CyberHighway customers
began leaving for other ISPs.  Today, due to this customer loss
attributable to the involuntary bankruptcy and the Dialup-USA switch-over,
CyberHighway has approximately 1,000 dial-up customers.  The loss of
customers is also attributable, to an unknown degree, to certain actions
taken by one of our former officers, who we believe to have improperly
diverted CyberHighway customers to a company controlled by him.  (See
"Litigation" for more information in this regard).


The relatively sudden decline in CyberHighway's customer base has caused
our intangible assets relating to those customers to become worthless.  The
write-off of these intangible assets will occur in the fourth quarter of
2000 and will approximate $7,800,000.  Due to this change in operating
environment, monthly revenues have decreased substantially, and,
accordingly, goodwill has been impaired.  The write-down of goodwill will
also occur in the fourth quarter of 2000 and will approximate $3,800,000.
(See the discussion under "Liquidity and Capital Resources" below).


Settlement Agreement


On November 30, 1999, we entered into a settlement agreement and mutual
release, which settled certain legal proceedings in which USURF America and
CyberHighway had been involved.  The parties to the settlement agreement
were: USURF America, CyberHighway, Julius W. Basham, II, our former chief
operating officer and a director, William Kim Stimpson and David W. Brown.
Messrs. Stimpson and Brown are former owner-employees of CyberHighway.


Pursuant to this settlement agreement, certain legal proceedings were
settled in full and we delivered to Messrs. Basham, Stimpson and Brown a
total of 340,000 shares of our common stock.  During the first half of
2000, we completed payment of a total sum of $43,325 for reimbursement of
attorneys' fees incurred by Messrs. Basham, Stimpson and Brown.  These
attorneys' fees, as well as the value of the shares issued in the
settlement ($913,750), were charged against our 1999 earnings.


CyberHighway Involuntary Bankruptcy Proceeding


On September 29, 2000, CyberHighway suffered the filing of an involuntary
petition in the Idaho Federal Bankruptcy Court.  The petition was brought
by three purported creditors.  The filing has had no adverse impact on the
overall operations of CyberHighway or USURF America.


In December 2000, a settlement was reached and the petitioning creditors
and CyberHighway filed a joint motion to dismiss this involuntary
proceeding.  The joint motion to dismiss requires the approval of
CyberHighway's creditors.  CyberHighway maintains that the petition was
filed in bad faith.  Should the joint motion to dismiss not be approved,
CyberHighway intends to pursue its claims against the petitioning
creditors, among others.  USURF America may also pursue similar claims
against the same parties.  No prediction of the outcome of such claims can
be given.


Results of Operations


General. Prior to 1999, substantially all of our revenues were generated by
our now-defunct community television segment.  During 1999 and 2000, all of
our revenues were generated by our Internet segment.  Our revenues are
derived primarily from monthly customer payments for dial-up access, which
average approximately $18.00 per customer.  Also, until September 2000, we
derived revenue from per-customer royalty payments from our CyberHighway
affiliate-ISPs, which averaged approximately $1.75 per customer.  At the
end of September 2000, CyberHighway sold its affiliate-ISP business, due to
its large ongoing monthly losses.  As discussed above, our dial-up access
business significantly contracted during the fourth quarter of 2000, from
approximately 8,500 customers to approximately 1,000 customers.


Beginning in March 2000, we began initial Quick-Cell wireless Internet
access operations in Santa Fe, New Mexico.  Currently, we have
approximately 120 Quick-Cell customers, substantially all of whom are
within their one-year "free-use" period.  The lack of growth of our
wireless Internet access business is due solely to our lack of expansion
capital.  Without significant capital, our business will grow only slightly.


In May 2000, we began marketing our turnkey Quick-Cell wireless Internet
access system to the thousands of Competitive Local Exchange Carriers
(CLECs), independent and other telcos, DSL providers and Internet service
providers.  This effort was successful immediately.  However, due to our
lack of capital with which to operate on a full-scale basis, we determined
to suspend this plan of marketing unless and until we obtain significant
capital.  During the short marketing effort, we sold three Quick-Cell
systems and had indications of interests from numerous other
telecommunications firms.  We expect Quick-Cell system sales to be a
successful part of our business going forward, to the extent we obtain the
capital necessary to construct, activate and market these systems.


Nine Months Ended September 30, 2000, versus Nine Months Ended September
30, 1999. Our operating results for the nine months ended September 30,
2000 and 1999, are summarized in the following table:


                                    Nine Months Ended September 30,
                                       2000               1999
                                    (unaudited)       (unaudited)


Revenues                            $1,821,550         $2,047,364
Internet access costs
  and cost of goods sold               811,452            687,895
Gross Profit                         1,010,098          1,359,469
Operating Expenses                  11,473,771          8,151,874
Loss from Operations                10,463,673          6,792,405
Net Loss                             9,065,037          5,619,445


Our net loss for the nine months ended September 30, 2000, nearly doubled
compared to our net loss for the same period of 1999.  The greater net loss
during the 2000 period is primarily attributable to an increase in internet
access costs and costs of goods sold, a large increase in professional
fees, a doubling in salary and commissions, nearly all of which is
attributable to a signing bonus of 250,000 shares of our stock issued to
our vice president of technology, and a $1.4 million increase in
depreciation and amortization of acquired customer bases, goodwill and
other intangibles.  Also, "other" operating expenses doubled in the current
period. Due to our lack of capital, substantially all of the professional
fees paid during the current period we paid with shares of our common stock.


We expect that our operating results for the year to end December 31, 2000,
will be similar to those of the first nine months of 2000.  However, due to
recent events at CyberHighway, we expect to derive slightly lower per
customer revenues, which will be substantially offset by the reductions in
personnel that occurred during the current period, as well as during
October and November 2000.


During interim 2000, we issued 250,000 shares to Gruntal, under our
investment banking agreement, which were valued at $375,000 by our board of
directors, which is to be expensed over the two-year term of that
agreement.  Also, we issued 250,000 shares to our new vice president of
technology, as a bonus under his employment agreement.  These shares were
valued at $750,000 and will represent a one-time charge against our earnings.


During the nine months ended September 30, 2000, we issued 320,000 shares
of common stock under consulting agreements; these shares have been valued
for financial accounting purposes at $660,000, in the aggregate. This
amount will be expensed in equal monthly amounts during 2000. Also during
the current period, we issued an additional 160,000 shares under consulting
agreements; these shares have been valued for financial accounting purposes
at $625,000, in the aggregate, and will be expenses in monthly amounts over
the respective terms of the agreements pursuant to which they were issued
two are four-month (renewable) agreements and one is a six-month
(renewable) agreement.


For the nine months ended September 30, 2000 and 1999, our statements of
operations reflect an income tax benefit resulting from the difference in
the bases of our acquired customer bases for book versus tax purposes.


Subsequent to September 30, 2000, we issued 450,000 shares of our stock to
a consultant, which shares were valued at $.8125 per share, or $365,625, in
the aggregate, which will be amortized in equal monthly amounts over its
term (six months).  Also, in November 2000, we issued 100,000 shares of our
stock to a consultant, which shares were value at $.50 per share, or
$50,000, in the aggregate, which will be amortized in equal monthly amounts
over its term (one year).


In October 2000, we issued a total of 250,000 shares of our common stock,
pursuant to a settlement agreement relating to the Net 1 arbitration, which
shares were issued in settlement of certain claims of the former owners of
Net 1.  These shares were valued at approximately $160,000.


In December 2000, we issued: (1) 100,000 shares to a consultant, pursuant
to a consulting agreement, which shares were valued at $.3125 per share,
$31,250 in the aggregate; (2) a total of 500,000 shares to two of our vice
presidents, as bonuses, which shares were valued at $.25 per share,
$125,000 in the aggregate; (3) 300,000 shares to a consultant, as a bonus,
which shares were valued at $.25 per share, $75,000 in the aggregate; and
(4) a total of 600,000 shares to our respective legal counsel, as bonuses,
which shares were valued at $.25 per share, $150,000 in the aggregate.  Our
2000 earnings will suffer a one-time charge of $381,250, as a result of
these stock issuances.


Internet Segment.  Our Internet segment generated all of our revenues
during 1999 and 2000.  During the 1999 interim period, this segment
operated at a modest loss, while during the 2000 period, this segment
suffered a loss of approximately $700,000.  This segment's increased
operating loss is due to higher operating costs, particularly telephone
line charges, other network related costs and personnel.


To stem our losses, in September and October 2000, we (1) sold all of our
affiliate-ISP contracts to a third party, because we operated at a
substantial loss under these contracts, (2) transferred all of our
company-owned customers on the Dialup-USA Internet network, by which
Dialup-USA serves as our virtual network operations center, and (3) reduced
the number of employees at CyberHighway to one full-time and two part-time
employees.  Our remaining CyberHighway staff has been able to continue the
CyberHighway business, as restructured.  These actions have reduced our
monthly operating loss by approximately $75,000, compared to second and
third quarters of 2000, although CyberHighway continues to operate at a
small monthly loss.


Community Television Segment.  This segment had no revenues during the 1999
period.  As discussed above, effective July 1, 1999, we assigned all of our
community television properties to New Wave Media Corp.  Thus, our 2000
operations do not include this segment.


Wireless Cable Segment.  As described above, we have ceased, for the
foreseeable future, our wireless cable activities.


Year Ended December 31, 1999, versus Year Ended December 31, 1998.  Prior
to Fiscal 98, substantially all of our revenues were generated by our
community television segment.  During Fiscal 98 and Fiscal 99, all of our
revenues were generated by our Internet segment.  During 1999, we derived
our revenues from monthly customer payments for dial-up Internet access,
which averaged approximately $18.00 per customer.  Also, we derived revenue
from per-customer royalty payments from our CyberHighway affiliate-ISPs,
which averaged approximately $1.75 per customer.


Our operating results for Fiscal 98 and Fiscal 99 are summarized in the
following table:


                                   Fiscal 99           Fiscal 98


      Revenues                    $ 2,547,225         $      5,440
      Cost of Goods Sold            1,152,721                   -
      Gross Profit                  1,394,504                5,440
      Operating Expenses           11,860,758            1,034,464
      Other Expense                 2,117,070                8,602
      Loss from Operations         10,466,254            1,029,024
      Net Loss                     10,930,163            1,037,626


The large increase in every line item, except "Other Expense", of our
statement of operations from Fiscal 98 to Fiscal 99 is attributable
primarily to our acquisition of CyberHighway, in January 1999, and to our
other 1999 acquisitions.


During both reporting periods, we issued a relatively large number of
shares of our common stock for consulting services.  The value of the
consulting services received under each agreement has been expensed in
equal monthly amounts over their respective terms.


Our net loss for Fiscal 98 is attributable in large measure to the issuance
of shares of our common stock pursuant to various consulting agreements, as
well as the payment of operating costs.  During Fiscal 98, a total of
1,655,759 shares were issued to consultants; these shares have been valued
for financial accounting purposes at $1,556,900, in the aggregate.  During
Fiscal 98, $311,889 was expenses due to Fiscal 97 consulting agreements and
$453,976 of the $1,556,900 in Fiscal 98 consulting agreements was expensed.
 Also, during Fiscal 98, we issued a total of 80,000 shares of common stock
to certain of our directors.  These shares were valued, for financial
reporting purposes, at $.56 per share, or $44,800, in the aggregate.
During Fiscal 99, we expensed approximately $92,000 each month, due to the
Fiscal 98 consulting agreements.


During Fiscal 99, however, our net loss is attributable in large measure to
the depreciation and amortization of acquired customer bases, goodwill and
other intangibles of $7,653,924, while an additional $1,945,935 in
professional fees, substantially all of which is attributable to stock
issuances under various consulting agreements, and $1,603,556 in salary and
commissions was expensed.


During Fiscal 99, we issued 566,000 shares of common stock under consulting
agreements; these shares have been valued for financial accounting purposes
at $2,216,000, in the aggregate. $2,000,000 of this amount is being
expensed in equal monthly amounts over five years, while the remaining
$216,000 of this amount was expensed in equal monthly amounts over periods
ranging from three to six months.


During Fiscal 99, we incurred two significant charges against our earnings,
which appear in our statement of operations under the "Other Income
(Expense)" heading:


  First, we suffered a charge of $1,164,561 arising out of our acquisition,
and subsequent tender for rescission, of Net 1.  However, because, at
December 31, 1999, we remained the legal owner of Net 1, we were required
by generally accepted accounting principles to record Net 1 as a
wholly-owned subsidiary from the date of acquisition.  The financial
statements of Net 1 from September 1 through December 31, 1999, were
unavailable to us; therefore, the revenues and expenses of Net 1 were not
included in our statement of operations for Fiscal 99.  This was considered
a departure from generally accepted accounting principles.  The total cost
of the acquisition of Net 1 was $1,164,561, which exceeded the fair value
of the net assets of Net 1 by $1,164,561.  This excess was deemed to be
impaired at December 31, 1999, due to the change in the operating
environment, and was, thus, recorded in our statement of operations as an
impairment loss.  Subsequent to December 31, 1999, the Net 1 transaction
was rescinded.  Please see Note 2 of our financial statements for a more
complete discussion of this event.


  Second, we suffered a charge of $957,075 arising out a settlement
agreement and mutual release, which settled certain legal proceedings in
which USURF America and CyberHighway were involved.  These legal
proceedings were settled in full by the issuance of 340,000 shares of our
common stock to the adverse parties and we paid $43,325 for reimbursement
of their respective attorneys' fees.  The 340,000 shares were valued at
$2.6875 per share, or $913,750, in the aggregate.  The price per share
assigned to these shares was the closing price of our common stock on
November 30, 1999, as reported by the American Stock Exchange.


For Fiscal 1999, our statement of operations reflects an income tax benefit
of $1,653,161, resulting from the difference in the bases of the acquired
customer bases for book versus tax purposes.


Internet Segment.  During Fiscal 98, this segment began to generate
revenues, following the acquisition of Desert Rain Internet Services, in
September 1998. For all of Fiscal 98, this segment operated at a small
loss.  For all of Fiscal 99, the Internet segment generated all of our
revenues and operated at a modest loss.  This segment's operating loss is
due to the operating losses occurring prior to the change in CyberHighway's
management, one-time costs associated with the corporate restructuring at
CyberHighway, including attorneys' fees, and operating losses that returned
during the last two months of Fiscal 99.


Community Television Segment.  During Fiscal 98 and Fiscal 99, this segment
had no revenues and suffered a nominal loss from operations.  As discussed
above, effective July 1, 1999, we assigned all of our community television
properties to New Wave Media Corp.


Wireless Cable Segment.  For Fiscal 98 and Fiscal 99, the wireless cable
segment had no operating activity.  As described above, we have ceased, for
the foreseeable future, our wireless cable activities.


Pro Forma Results of Operations


Assuming that the CyberHighway acquisition had occurred on January 1, 1998,
USURF America would have had, on a pro forma basis for Fiscal 98, total
revenues of $2,454,596 (unaudited) and a net loss of $6,124,330
(unaudited). This loss is primarily attributable to the amortization of the
acquired customer base of CyberHighway.  See Note 17 to our financial
statements included elsewhere in this prospectus.


Liquidity and Capital Resources


September 30, 2000.  Historically, we have had a significant working
capital deficit.  At September 30, 2000, our working capital deficit was
approximately $1.1 million, which is about the same as our deficit at
December 31, 1999.  Our deficit remained constant, due to our president's
converting $967,000 of loans (including interest) into shares of our stock.
 This reduction in current liabilities was substantially offset by an
increase in accounts payable, accrued salary and other current liabilities.


The increase in our accounts payable is attributable to our increasing
operating costs, primarily telephone line charges and other network-related
expenses, coupled with our determination to defer payment of nearly all of
our accounts payable for a period of time, due our lack of working capital.
 The involuntary bankruptcy filed against CyberHighway was not, in the
opinion of our management, the result of this operating strategy.  Our
management believes the petition was filed for negotiating purposes rather
than for debt collection purposes.  Since the filing, the business of
CyberHighway has continued unhindered, notwithstanding the recent events
that have contributed to the reduction of its customer base.


Our accrued payroll at September 30, 2000, as well as at December 31, 1999,
is primarily attributable to accrued salary of our president and two of our
vice presidents.


On August 18, 2000, our president, David Loflin, agreed to convert the
entire amount owed to him, including accrued interest, into a total of
774,162 shares of our common stock.  The total amount of indebtedness
converted to common stock was $967,703.  Mr. Loflin received one share for
each $1.25 owed him - $1.25 was the low sale price for our common stock on
the American Stock Exchange on August 18, 2000.  Until converted, all of
the loans from Mr. Loflin were payable on demand, with interest accruing at
8% per annum.  The funds loaned during 2000 were used primarily for
operating expenses and the roll-out of our Quick-Cell wireless Internet
access products, particularly in Santa Fe, New Mexico.  Without outside
funding, it is probable that Mr. Loflin will continue to loan us additional
funds, though no assurance or prediction can be made in this regard.


In addition to Mr. Loflin's loans, during the first half of 2000, we
obtained funds from private sales of our securities.  In March and April
2000, we received cash of $325,000 from this private offering.


In December 2000, we sold 400,000 shares of our common stock to a third
party investor for $80,000 in cash.  The proceeds from this sale of stock
were used to pay accounting expenses and for working capital.  In
connection with this sale of stock, we issued to a finder 40,000 shares of
our common stock and a warrant to purchase 380,000 shares of our common
stock at an exercise price of $.20 per share.  These warrants are
exercisable for a period of three years.  The 40,000 shares issued to the
finder were valued at $.20 per share, or $8,000, in the aggregate.


We remain in need of more capital to provide full funding of our aggressive
growth plan.  We cannot assure you that we will obtain this level of
capital.  Our failure to do so would, more likely than not, prevent us from
improving our future operating results.


Without substantial additional investment, we will continue to experience a
working capital deficit and be unable to implement our aggressive growth plan.


Commitment to Wireless Internet Business.  In October 1999, our management
determined to apply, for the foreseeable future, all available capital to
the exploitation of our Quick-Cell wireless Internet access products.
However, we cannot assure you that we will obtain sufficient capital with
which to implement fully our growth plan.


We have abandoned our growth-through-acquisition strategy, due to market
conditions and other factors.


Quick-Cell Wireless Internet Strategy.  We are attempting to implement a
plan designed to establish our Quick-Cell wireless Internet access products
in as many U.S. cities as possible, as quickly as possible.  We lack the
capital needed to implement completely our growth plan and we cannot assure
you that we will be successful in obtaining any capital.


As a result of lack of capital and in connection with the hiring of a new
vice president of technology in May 2000, we implemented a strategy whereby
we marketed our turnkey Quick-Cell wireless Internet access systems to the
thousands of Competitive Local Exchange Carriers (CLECs), independent and
other telcos, DSL providers and Internet service providers.  This strategy
was designed to serve two purposes: (1) to get our Quick-Cell wireless
Internet access products in the hands of consumers, so as to begin to
establish product name recognition; and (2) to provide needed funding with
which we would be able to establish and operate our own Quick-Cell systems.
 During the third quarter of 2000, due to a lack of capital, we temporarily
suspended this marketing effort.  However, to the extent that funds are
available, we hope to relaunch these marketing efforts, as a way to augment
our planned company-owned Quick-Cell system construction.


USURF America National Reseller Program.  During the last quarter of 1999,
we announced and launched our "USURF America" high-quality dial-up Internet
access service.  The marketing of this dial-up access service was to be
accomplished by resellers, through our national reseller program.  This
program was never implemented on a full-scale basis, due to our lack of
capital.  During the second quarter of 2000, we determined to abandon this
program, in favor of our wireless Internet access business.


Community Television Stations. In furtherance of our plan to focus on the
exploitation of our Quick-Cell wireless Internet access products, we
assigned all of our community (low power) television properties to New Wave
Media Corp., in exchange for 1,500,000 shares of New Wave common stock.
Our board of directors declared a dividend with respect to all 1,500,000
New Wave shares.


Cash Flows from Operating Activities.  During the nine months ended
September 30, 2000, our operations used $355,815 in cash compared to cash
used of $425,815 during the same period of 1999.  In both periods, the use
of cash in operations was a direct result of the lack of revenues compared
to our operating expenses, particularly our Internet access costs and
salary and commissions.  The recent restructuring of CyberHighway has
served to reduce significantly our operating expenses on a per-customer
basis.  Currently, CyberHighway operates at a small monthly loss, which is
a significant improvement from nearly all of 2000.  The effects of these
actions will not be realized until the first quarter of 2001.


For the nine months ended September 30, 2000, our operations would have
used approximately $300,000 more in cash, had we not determined to defer
payment of nearly all of our accounts payable for a short period of time,
due our lack of working capital.


Cash Flows from Investing Activities.  During the nine months ended
September 30, 2000, our investing activities used cash of $400,483 compared
to $193,920 in the same period of 1999.  During the 2000 period, in our
investing activities, purchases of equipment used cash; however, in the
1999 period, our equipment purchases were offset, to some degree, by cash
acquired in acquisitions of $180,817.  Because we lack working capital, we
cannot predict our cash flows from investing activities for the remainder
of 2000.


Cash Flows from Financing Activities.  For the 2000 period, our financing
activities provided $762,887 in cash.  Of this amount, $539,890 is
attributable to loans from our president and the balance is attributable to
private sales of securities.  For the 1999 period, our financing activities
provided $727,926 in cash, most of which is attributable to private sales
of our securities.  We continue to seek capital and cannot, therefore,
predict future levels of cash flows from financing activities.


Non-Cash Investing and Financing Activities.  During the nine months ended
September 30, 2000, we issued a total of 480,000 shares of common stock
under consulting agreements; these shares have been valued at approximately
$1,400,000, in the aggregate.  Also during the first three quarters of
2000, we issued a total of 131,063 shares of common stock in acquisitions,
which shares were valued at $761,739, in the aggregate.


In July 2000, we  we entered into an investment banking agreement with
Gruntal & Co., L.L.C., under which we issued 250,000 shares of our common
stock.


Subsequent to September 30, 2000, we have issued a total of 1,450,000
shares of our common stock to consultants and professional service
providers and 400,000 shares of our common stock as bonuses to two of our
vice presidents.


During the 1999 period, non-cash investing and financing activities
included the issuance of 2,325,000 shares of our common stock issued in
connection with the acquisition of CyberHighway.


December 31, 1999.  Historically, we have had a significant working capital
deficit.  At December 31, 1999, our working capital deficit was $1,060,532,
which is a substantially larger deficit than our $240,806 deficit at
December 31, 1998.


The following table sets forth our current assets and current liabilities
at December 31, 1999 and 1998:


                                     Fiscal 99        Fiscal 98


       Current Assets
         Cash                        $  75,313        $    7,232
         Accounts Receivable            59,098             1,033
         Inventory                      21,207                -
         Prepaids                        5,500                -


       Current Liabilities
         Notes payable - current
          portion                    $    5,910       $        -
         Accounts payable               363,665           17,493
         Accrued payroll                118,157                -
         Other current liabilities      216,650            2,159
         Accounts payable - affiliate         -           10,069
         Property dividends payable      43,750           57,519
         Accrued interest to stockholder 29,741           15,416
         Notes payable to stockholder   356,239          146,415
         Deferred revenue                87,538                -


The large increase in our accounts payable is attributable to our expanded
operations following the acquisition of CyberHighway coupled with our lack
of working capital with which to pay our accounts payable as incurred.


Our accrued payroll at December 31, 1999, is primarily attributable to
accrued salary of our president and two of our vice presidents.


The increase in other current liabilities is attributable to our expanded
operations as compared to our Fiscal 98 operations.


The increase in notes payable to stockholder from 1998 to 1999 represents
loans made to us by our president, David M. Loflin.  In addition, during
the first seven months of Fiscal 2000, Mr. Loflin loaned us an additional
approximately $286,400 on the same terms.  The funds loaned during Fiscal
1999 were used primarily for operating expenses, while the funds loaned
during Fiscal 2000 were used primarily for operating expenses, marketing of
our Quick-Cell wireless Internet access products and for working capital.
As described above, in August 2000, Mr. Loflin converted all indebtedness
owed him into shares of our common stock.


Our working capital deficit deterioration from 1998 to 1999 has occurred in
spite of the receipt of a total of $882,322 during 1999 in private sales of
our securities.


Without substantial additional investment, we will continue to experience a
working capital deficit and be unable to implement our aggressive growth
plan.  We are seeking additional investments for this purpose, but we
cannot assure you that we will be successful in our efforts.


Cash Flows from Operating Activities.  During Fiscal 99, our operations
used $546,097 in cash compared to cash used of $305,999 during Fiscal 98.
In both periods, the use of cash in operations was a direct result of the
lack of revenues compared to the operating expenses.  While the trend
toward using increasing amounts of cash in operating activities remained
continued, the large increase in the dollar amounts from 1998 to 1999 is
attributable to our increased activities, due primarily to our acquisition
of CyberHighway in January 1999.


Cash Flows from Investing Activities.  During Fiscal 99, our investing
activities used cash of $412,785 compared to $49,702 in Fiscal 98. During
Fiscal 99, in our investing activities, capital expenditures [purchases of
equipment] of $614,193 offset cash acquired in acquisitions and proceeds
from the disposal of fixed assets.  During 1998, in our investing
activities, the acquisition of Desert Rain Internet Services [$24,666] and
the purchase of equipment [$25,605] offset the payment of organization costs.


Cash Flows from Financing Activities.  For Fiscal 99, our financing
activities provided $1,026,963 in cash.  Of this amount, $235,010 was
attributable to loans from our president, $545,000 was attributable to
private sales of securities and $337,322 was attributable to the receipt of
funds from the exercise of certain warrants.  Payments on notes payable
represented a use of cash of $90,369.  For Fiscal 98, our financing
activities provided $362,933 in cash, $30,133 of which was attributable to
loans from our president and $332,800 of which was attributable to the
private sale of securities.


Non-Cash Investing and Financing Activities.  During Fiscal 99, we issued
566,000 shares of common stock under consulting agreements; these shares
have been valued at $2,216,000, in the aggregate.


During Fiscal 98, non-cash investing and financing activities included the
issuance of 1,655,759 shares of our common stock issued for consulting and
legal services to be performed, valued at $1,556,900.


Pro Forma Liquidity and Capital Resources


Assuming that the CyberHighway acquisition had occurred on January 1, 1998,
USURF America would have had, on a pro forma basis, a working capital
deficit of $217,680 (unaudited), total assets of $21,816,500 (unaudited),
total liabilities of $5,792,653 (unaudited) and shareholders' equity of
$16,023,847 (unaudited).  See Note 17 to our financial statements included
elsewhere in this prospectus.


Management's Plans Relating to Future Liquidity


Our current operations will not be sufficient, on their own, to provide
operating capital and to provide capital with which to pursue our growth
strategy.  We believe, however, that our funding agreement with Fusion
Capital may permit us to begin to implement our growth strategy.  We cannot
predict our future liquidity, however.


Capital Expenditures


During the first three quarters of 2000, we made approximately $400,000 in
equipment purchases, approximately 15% for wireless Internet equipment and
approximately 85% for needed equipment in our network operations center.
Currently, we lack capital to make any significant capital expenditures.
However, during the remainder of 2001, we expect to apply substantially all
of our available capital, if any, to the purchase of Quick-Cell wireless
Internet equipment and the construction of local Quick-Cell wireless
Internet access systems.  During Fiscal 1999, we made $614,193 in equipment
purchases.


Year 2000 Issues


We experienced no problems related to Year 2000 issues.  During our efforts
to become completely Year 2000 compliant, we incurred expenses of
approximately $75,000.


Certain statements contained in this "Management's Discussion and Analysis
of Financial Condition and Results of Operations" are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995 and are, thus, prospective.  These forward-looking statements
are subject to risks, uncertainties and other factors which could cause
actual results to differ materially from future results expressed or
implied by such forward-looking statements.  The most significant of such
risks, uncertainties and other factors is our ability to obtain capital in
amounts necessary for us to accomplish our plan for the exploitation of our
quick-cell wireless internet access products, as well as consumer
acceptance of these products.


                                 REGULATION


Quick-Cell Wireless Internet Access.  Our Quick-Cell wireless Internet
access products operate in unregulated spectra, the 900 MHz and 2400 MHz
spectra (primarily the 2400 MHz spectrum), and we expect that such spectra
will remain unregulated.


Regulation of Internet Access Services.  We provide Internet access, in
part, using telecommunications services provided by third-party carriers.
Terms, conditions and prices for telecommunications services are subject to
economic regulation by state and federal agencies.  As an Internet access
provider, we are not currently subject to direct economic regulation by the
FCC or any state regulatory body, other than the type and scope of
regulation that is applicable to businesses generally.  In April 1998, the
FCC reaffirmed that Internet access providers should be classified as
unregulated "information service providers" rather than regulated
"telecommunications providers" under the terms of the Federal
Telecommunications Act of 1996.  As a result, we are not subject to federal
regulations applicable to telephone companies and similar carriers merely
because we provide our services using telecommunications services provided
by third-party carriers.  To date, no state has attempted to exercise
economic regulation over Internet access providers.


Governmental regulatory approaches and policies to Internet access
providers and others that use the Internet to facilitate data and
communication transmissions are continuing to develop and, in the future,
we could be exposed to regulation by the FCC or other federal agencies or
by state regulatory agencies or bodies.  In this regard, the FCC has
expressed an intention to consider whether to regulate providers of voice
and fax services that employ the Internet, or IP, switching as
"telecommunications providers", even though Internet access itself would
not be regulated. The FCC is also considering whether providers of
Internet-based telephone services should be required to contribute to the
universal service fund, which subsidizes telephone service for rural and
low income consumers, or should pay carrier access charges on the same
basis as applicable to regulated telecommunications providers. To the
extent that we engage in the provision of Internet or Internet
protocol-based telephony or fax services, we may become subject to
regulations promulgated by the FCC or states with respect to such
activities.  We cannot assure you that these regulations, if adopted, would
not adversely affect our ability to offer certain enhanced business
services in the future.


Regulation of the Internet.  Due to the increasing popularity and use of
the Internet by broad segments of the population, it is possible that laws
and regulations may be adopted with respect to the Internet pertaining to
content of Web sites, privacy, pricing, encryption standards, consumer
protection, electronic commerce, taxation, and copyright infringement and
other intellectual property issues.  No one is able to predict the effect,
if any, that any future regulatory changes or developments may have on the
demand for our Internet access or other Internet-related services.  Changes
in the regulatory environment relating to the Internet access industry,
including the enactment of laws or promulgation of regulations that
directly or indirectly affect the costs of telecommunications access or
that increase the likelihood or scope of competition from national or
regional telephone companies, could materially and adversely affect our
business, operating results and financial condition.


                                  BUSINESS


History


In July 1999, we changed our name to "USURF America, Inc.", from "Internet
Media Corporation".  We were incorporated on November 1, 1996, under the
name "Media Entertainment, Inc.", to act as a holding company in the
wireless cable and community (low power) television industries.  Due to
current market conditions in the wireless cable industry, we have abandoned
efforts to develop our wireless cable properties.  In furtherance of our
plan to focus on the exploitation of our Quick-Cell wireless Internet
access products, we assigned all of our community (low power) television
properties to New Wave Media Corp.


Since September 1998, we have acquired seven dial-up ISPs, the business of
www.e-tail.com and a web design firm.


Current Overview


Our management has committed all available current and future capital to
the commercial exploitation of our Quick-Cell wireless Internet access
products.  It is these products upon which our future is based.


We will continue to pursue dial-up Internet access customer growth, but we
do not expect to commit any significant amount of capital to this effort.
Also, we will continue to develop our e-commerce business, through our web
portal e-tail.com, but we do not expect to commit any significant amount of
capital to this effort.


Recent Developments


On September 29, 2000, CyberHighway suffered the filing of an involuntary
petition in the Idaho Federal Bankruptcy Court.  The petition was brought
by three purported creditors.  The filing has had no adverse impact on the
day-to-day operations of CyberHighway or USURF America.  In December 2000,
a settlement was reached and the petitioning creditors and CyberHighway
filed a joint motion to dismiss this involuntary proceeding.  The joint
motion to dismiss requires the approval of CyberHighway's creditors.
CyberHighway maintains that the petition was filed in bad faith.  Should
the joint motion to dismiss not be approved, CyberHighway intends to pursue
these claims against the petitioning creditors, among others.  USURF
America will also pursue similar claims against the same parties.  No
prediction of the outcome of any such claim can be given.


In October 2000, we implemented an agreement with Dialup USA, Inc., a
Seattle, Washington-based Internet service company, under which Dialup USA
now provides all backroom and customer service functions with respect to
all of CyberHighway's dial-up customers.  These services are provided for a
flat rate fee of $7.50 per customer, plus a small flat monthly charge.
Also in October 2000, CyberHighway sold its affiliate-ISPs business.


On October 9, 2000, we executed the Fusion Capital agreement.  Under this
agreement, Fusion Capital is to purchase up to $10 million of our common
stock over a period of up to 25 months. (See "The Fusion Capital
Transaction" below).


Due primarily to the involuntary bankruptcy proceeding, the switch over to
Dialup USA and the believed conversion of customers by a former officer,
CyberHighway's company-owned dial-up customer base has fallen from about
8,500 to about 1,000.  Due to its reduced operating expenses,
CyberHighway's financial position has improved.


With the recent merger between Qwest Communications and US West, we are not
hopeful that we will execute final agreements that embody our previously
announced letter of intent.  However, we do not believe this will hinder
our Quick-Cell expansion plans.


Due to the evolution of our business plan that now has us focused entirely
on the development of our wireless Internet access business, we have
abandoned our plan to establish ourselves as a national ISP, through a
national reseller program.  Because of this change, we have terminated our
contracts with two companies that serve as Internet backbone providers,
NaviNet, Inc. and ioNET, Inc., a subsidiary of PSINet, Inc., with no
liability accruing to us.


Industry Background


Growth of the Internet; the World Wide Web.  The Internet, commonly known
as the World Wide Web, or simply the Web, is a collection of connected
computer systems and networks that link millions of public and private
computers to form, essentially, the largest computer network in the world.
The Internet has experienced rapid growth in recent years and is expected
to continue its growth, based on estimated increases in the numbers of Web
users, Web traffic and the number of Web sites.  International Data
Corporation estimates that there were over 38 million Web users in the
United States and over 68 million worldwide at the end of 1997.
International Data Corporation projects that the number of Web users will
increase to over 135 million in the United States and over 300 million
worldwide by the end of 2002.  It is estimated that the number of Web sites
in the United States will increase from approximately 450,000 in 1997 to
nearly four million in 2002.


The following factors have, in our estimation, contributed to the
Internet's rapid growth:


-       the Internet has become, on a global scale, an accepted communication
medium, enabling people to obtain and share information and conduct
business electronically;


-       the proliferation of affordable personal computers;


-       advances in the performance and speed of personal computers, modems and
networking components;


-       improvements in telecommunication network infrastructures;


-       ease of access to the Internet; and


-       the increasing use of the Internet by businesses as a competitive tool.


Internet Access.  Internet access services represent the means by which
ISPs interconnect business and consumer users to the Internet's resources.
Access services vary from dial-up modem access, like that provided by our
CyberHighway subsidiary, for individuals and small businesses to high-speed
dedicated transmission lines for broadband access by large organizations to
wireless Internet access systems, like our Quick-Cell wireless Internet
access system.  An ISP provides Internet access either by developing a
proprietary network infrastructure or by purchasing access service from a
wholesale access vendor, or through a combination of both.  This period of
rapid development and growth of the Internet has resulted in a highly
competitive and fragmented industry.  The vast majority of U.S.-based ISPs
conduct their operations within a single city or state, with just a small
number of ISPs, such as EarthLink, providing nationwide coverage. Recently,
the ISP industry has begun to undergo substantial consolidation.


Electronic Commerce Over the Internet.  The Internet embodies a
communication and sales channel that enables businesses to interact with
large numbers of geographically dispersed consumers and other businesses.
With the recent growth of the Internet, there have emerged many companies
that focus solely on the Internet as the medium for selling products or
delivering services directly to purchasers, bypassing traditional wholesale
and retail channels. Moreover, businesses are implementing sophisticated
Web sites to effect electronic commerce initiatives that offer competitive
advantages.  These businesses are deploying an expanding variety of
Internet-enabled applications, ranging from Web-site marketing and
recruiting programs to on-line customer interaction systems,
telecommunications services, integrated purchase order and "just-in-time"
inventory solutions for key customers and suppliers. These on-line
capabilities require increasingly complex Web sites and accompanying
support operations.  In addition, advances in on-line security and payment
mechanisms are more adequately addressing consumers' concerns associated
with conducting transactions over the Internet, thereby prompting more
consumers and businesses to use the Internet as a medium for commerce.
Also, businesses continue to offer an ever-greater selection of electronic
commerce services.  International Data Corporation estimates that the
number of consumers buying goods and services on the Internet will grow
from 17.6 million in 1997 to over 128 million in 2002, and that the total
value of goods and services purchased over the Internet by consumers and
businesses will increase from approximately $12 billion in 1997 to over
$425 billion by 2002.


Contract Internet Operations.  Electronic commerce, or e-commerce, has,
over the past few years, grown at an extraordinary pace.  Many businesses
have placed greater emphasis on their Internet transaction and
communication abilities and operations.  Increasingly, traditional
businesses, as well as Internet-based businesses, require non-congested and
scalable Internet operations that will permit them to engage in digital
communication and commercial transactions anywhere in the world, via the
Internet.


Due to constraints posed by the lack of technical personnel with Internet
skills or experience, the high cost of advanced networking equipment and
the complexity of innovative Web solutions, many businesses do not have the
resources required to develop, maintain and update their Internet
facilities and systems, to maintain standards required for these companies
to conduct high levels of Internet-based business.  As a result of these
constraints and other factors, many businesses are seeking to contract for,
or "outsource", their Internet facilities and systems requirements as the
preferred means for establishing and maintaining electronic commerce
solutions. To this end, we expect an increasing demand is developing for:


-       Dedicated and broadband Internet access services to support reliable,
high speed and/or constantly connected Internet access and communication;


-       Web hosting and co-location services which enable businesses to obtain
equipment, technical expertise and infrastructure for their Internet needs
on an outsourced basis; and


-       Electronic commerce solutions to sell goods and services on the Web in a
transactionally-secure environment.

By outsourcing Internet facilities and systems needs, businesses can then
focus on improving their business results, rather than expending financial
resources on additional staff and Internet-related assets necessary to
support their Internet operations.


Internet Service Opportunities.  The number of businesses and consumers
accessing the Internet is expected to continue to increase for the
foreseeable future.  Additionally, as businesses and consumers are
developing greater levels of comfort in the use of the Internet for
electronic commerce, businesses are increasingly implementing sophisticated
electronic commerce solutions which, in turn, require significantly greater
bandwidth and other business services.  In response to this demand, an
increasing number of ISPs are attempting to augment their basic Internet
access services with a wide range of business services.


Our management believes that ISPs that offer both Internet access to broad
segments of the population and that offer a broad selection of business
services will be positioned to attain greater economies of scale through
lower network expansion and marketing costs on a per-subscriber basis.


It is our management's opinion that the ISPs that will be in a position to
benefit most from the expected continued growth of the Internet likely will
be characterized by their:


-       ability to respond quickly to market demands;
-       ability to provide reliable coverage over a broad geographic area;
-       superior technical skills and customer support capabilities;
-       electronic commerce expertise and business services capabilities; and
-       relatively lower network costs.


Strategic Relationships


We believe our investment banking relationship with Gruntal & Co., L.LC.,
New York, New York, and our recently established relationship with Fusion
Capital are our most valuable strategic relationships as we move ahead with
efforts to exploit our wireless Internet access products.  Our efforts will
require significant capital and we believe that these relationships will,
going forward, assist in obtaining some of the needed capital.  However, we
cannot assure you that this will be the case.


                     Quick-Cell Wireless Internet Access


General.  "Wireless Internet" is a new type of communications spectrum
recently designated by the FCC.  Wireless Internet access requires a
transmission facility maintained by an ISP employing a wireless system and
the user's modem (a transmitter/receiver modem) equipped with an antenna.
Wireless Internet capability allows users to access the Internet from a
stationary computer or, in some situations, from a mobile, lap-top computer
located within the wireless ISP's transmission area.


Our proprietary wireless Internet access system is marketed under the
"Quick-Cell" and "US.RF Wireless Internet System" (US.RF stands for United
States Radio Frequency) trade names.


The Quick-Cell wireless Internet access system is a turnkey, plug-and-play
system that is capable of delivering customers Internet access at burstable
T-1 equivalent speeds, at prices that range from 40% to 60% below those
charged for traditional T-1 hardwire Internet access service.  A
single-cell Quick-Cell system can be deployed in less than one week.
Additional Quick-Cells can be added to a local system on an as-needed
basis.  We currently have one full-scale Quick-Cell wireless Internet
access system in operation in Santa Fe, New Mexico.


Once we determine to construct a full-scale Quick-Cell wireless Internet
access system in a particular market, the construction of that full-scale
system, one that covers an area 12 miles in diameter, takes approximately
four to six weeks, depending on local regulatory schemes.


Quick-Cell Wireless Internet Access System.  Our proprietary Quick-Cell
wireless Internet access system operates primarily within a broadcast
signal in the 2400 MHz band using two-way modems (a transmitter/receiver
modem) outfitted with antennae.  Thus, our Quick-Cell wireless Internet
access system differs substantially in design from the wireless Internet
access available through cellular telephones and differs substantially from
traditional telephone-line-based ISPs, because there is no reliance on hard
wire to transfer data.  Nevertheless, our management believes our
Quick-Cell wireless Internet system is capable of greater utility at lower
cost than these other modes of Internet access.


It is the belief of our management that our Quick-Cell wireless Internet
access system provides the following competitive advantages for attracting
potential consumer and business customers over other Internet access modes:


-       Speed: the Quick-Cell system provides a minimum data transmission speed
of 64kbs, with data transmission speed capability of up to 10 Mbs;


-       Lower Cost: the Quick-Cell system will, depending on the particular
market and desired Internet access speed, be offered at costs between 20%
to 60% less than available hard-wire Internet access (that is, less than
monthly ISP charges plus monthly telephone line charges) currently offered
by local telephone companies; the Quick-Cell system offers savings over
cellular-telephone-based and other wireless Internet access methods;


-       No Telephone Company Involvement: because the Quick-Cell system does not
utilize telephone lines, our customers will not be required to incur the
expense of a hard-wire telephone line through which to access the Internet;


-       Security/Encryption: the Quick-Cell system is designed to allow the
encryption (scrambling) of its broadcast signal, thereby offering a high
degree of security to customers, particularly business customers who wish
to transmit confidential information over the Internet;


-       Mobility: the Quick-Cell system is able to permit service personnel of a
business to file contemporaneous reports, request and receive technical
assistance and perform other computer-based functions from a customer's
place of business or from a service vehicle, even if the service vehicle is
traveling to its next destination; and


-       Ethernet/Networking Capability: the Quick-Cell system is compatible with
existing so-called "ethernet" systems.  Generally, an ethernet can be
described as a self-contained network of desk-top computers, often located
in the same building, through which individual computer users can
communicate electronically (i.e., via e-mail), as well as access the
Internet.  We can design and install an ethernet system in any existing
building by installing a wireless communications system that links all
computers, including computers that are to remain linked via hard wire,  to
one another and provides all computer users access to the Internet.


We believe that our Quick-Cell wireless Internet access system is able to
satisfy any other special requirements of a potential customer, without
significantly adding to the system's cost to that customer.


Initially, we will market our Quick-Cell products to the business sector.
However, as each Quick-Cell system matures (within a year), we will begin
to market to home-based Internet users.


System Control Software.  We have developed software that enables us to
control the bandwidth speed of each Quick-Cell system, as well as that of
each customer-premises modem, all from a single remote location.  This
software allows us to increase or decrease bandwidth as necessary and to
monitor easily all bandwidth usage within each Quick-Cell system.  These
capabilities allow us to provide cost efficiencies to our customers.


Potential Future Applications.  It is our long-term objective to offer a
full array of video entertainment via our Quick-Cell systems.  We believe
our plans are easily achievable, due to the fact that the Quick-Cell
Internet connection can be routed to the user's television, using existing,
relatively inexpensive technology.  Assuming market conditions permit, we
expect that by the year 2005, each of our Quick-Cell systems would be able
to offer its subscribers many video services, including some services that,
given the rapid evolution of technology, may not currently exist.  The
video entertainment services that we expect to be able to offer include:


-       Movies: we believe that we will be able to offer an ever-expanding movie
list, all of which would be available, in real time, at any time, upon
request of the subscriber.  We expect that each movie would be sold, or
"rented", to subscribers at a cost that would be less than the same movie
were it to be rented from the local video rental store.  The primary
impediment to our offering this service is its lack of capital with which
to acquire necessary equipment, as well as digitized copies of the desired
movies.


-       Pay-Per-View Events: we believe that we will be able to offer to its
subscribers access to pay-per-view events, such as concerts and sporting
events, including boxing matches, such as are currently available from time
to time through local cable television systems.  The primary impediment to
our offering this service is its lack of capital with which to purchase
necessary equipment, including satellite dishes.


-       "Cable" Television: Although we expect that consumer acceptance will be
sluggish at first, our management believes that, with adequate capital for
equipment and advertising, as well as consumer education, we will be able
to provide a competitive offering of "cable" television channels that would
be equal to those offered by any local cable television company and direct
broadcast satellite systems.  It is quite possible that market forces will
dictate that this type of service would not be introduced to consumers for
the foreseeable future.


These potential future services remain in the development stage and no
introduction date has been set by our management.  All of the services
described appear to be feasible after initial tests, due to the high-speed
data transmission capabilities of our Quick-Cell system.  Additional
applications are currently being developed by us.  We cannot predict when
any or all of these services will be ready for commercial exploitation.


Current Market. Our Quick-Cell wireless Internet access system is operating
in Santa Fe, New Mexico.  We have approximately 120 customers using this
Quick-Cell system.  Our target date for starting a national Quick-Cell roll
out has changed to the second half of 2001.  We cannot assure you that we
will achieve this goal in that time period, if at all.


At the end of May 2000, we began marketing our turnkey Quick-Cell wireless
Internet access system to the thousands of Competitive Local Exchange
Carriers (CLECs), independent and other telcos, DSL providers and Internet
service providers.  This effort was successful immediately.  However, due
to our lack of capital with which to operate on a full-scale basis, we
determined to suspend this plan of marketing unless and until we obtain
significant capital.  During the short marketing effort, we sold three
Quick-Cell systems and had indications of interests from numerous other
telecommunications firms.  These systems were sold to firms located in
Brownwood, Texas, Wheeling, West Virginia, and San Juan, Puerto Rico.  The
Brownwood system has been installed and is currently being tested.  The
Wheeling system is ready for installation efforts to begin.


Early in 1999, we licensed five ISPs to operate our Quick-Cell systems.
Since that time, however, we have determined not to pursue the licensing of
ISPs, in favor of our plan to own and operate all Quick-Cell systems.  The
licensed Quick-Cell system in Casper, Wyoming, operated for a period of
three months, but was discontinued due to the sale of the licensee's ISP
business.  The Santa Fe, New Mexico, licensee (Santa Fe Trail Internet
Plus, Inc.) was acquired by us, in June 1999.


Competition; Consumer Acceptance.  Our wireless Internet access business
faces the same severe competition for market share as does our dial-up
Internet access business.  Our Quick-Cell wireless Internet access products
potentially must also overcome an initial lack of consumer acceptance,
given the new and relatively unproven (commercially) nature of the
Quick-Cell products.  We cannot assure you that we will address these
concerns successfully.


Other Wireless Product.  In January 1998, we delivered our first
proprietary wireless DataLink system.  Our wireless DataLink system was
delivered to the Baton Rouge refinery of one of the largest international
oil companies, the refinery being the second largest in the U.S.  The
wireless DataLink system was purchased to replace an existing hard-wire
(T-1 telephone line) data transmission system.  The wireless DataLink
system transfers data at the rate of 2 megabytes per second.  Since then,
our management has determined to focus all available resources on the
development of our Quick-Cell products, as a more efficient means of
achieving short-term market share and profitability.  As we begin to
achieve success in our Quick-Cell wireless Internet access business, we
anticipate that we will begin to devote resources, if available, to the
exploitation of this other proprietary wireless product.  Our management
believes our wireless DataLink system can address, on a wide-spread basis,
the needs of businesses to transmit ever-increasing volumes of data.  We
cannot assure you that we will ever possess sufficient resources to exploit
our wireless DataLink system or that it will achieve wide-spread acceptance.


                         Dial-up Internet Access


In addition to our wireless Internet access business, we provide high
quality dial-up Internet access.  These dial-up customers are served
primarily by our CyberHighway subsidiary, which contracts with Dialup USA
for all necessary "back room" and customer support services.


Customers and Markets


We provide wireless Internet access to approximately 120 customers, all of
whom are located in Santa Fe, New Mexico.  We expect that our Quick-Cell
products will allow us to begin to compete for the wireless Internet access
business of small and medium-sized businesses.  Further, we expect that our
Quick-Cell products will allow us to compete effectively for larger
business customers, who tend to require larger amounts of bandwidth.


We provide dial-up Internet access to approximately 1,000 customers, all of
whom are located in the Boise, Idaho, area.  We do not expect any
significant growth in our dial-up access business, inasmuch as we do not
expect to commit any resources towards its expansion.


Sales and Marketing


In cities in which we construct company-owned Quick-Cell systems, we will
employ mass media as we attempt to obtain customers, including radio
advertising.  In addition, we will employ a sales force in each market that
will focus primarily on potential business customers.


We expect to begin to relaunch our marketing of turnkey Quick-Cell systems
to the thousands of CLECs, independent and other telcos, DSL providers and
Internet service providers, at such time as we obtain funds necessary to
sustain these activities.  We will relaunch these marketing efforts to
augment our planned company-owned Quick-Cell system construction.


Historically, CyberHighway's sales and marketing strategy was comprised of
three components: (1) direct response marketing, (2) affiliate-ISP program
and (3) corporate direct sales.  We now rely solely on customer referrals
for new subscribers, inasmuch as we are not applying capital to the growth
of this facet of our business.  This strategy has been implemented because
the dial-up business, in our circumstances, does not have the potential to
generate profits as does our wireless Internet access business operations.


Because it is our belief that a consumer's selection of an Internet service
provider is most often influenced by a personal referral, we strive always
to deliver superior customer service and support.


Affiliate-ISP Program


From its inception, CyberHighway employed an affiliate marketing program, a
technique designed to generate rapid expansion of CyberHighway's subscriber
base, which it did. However, the affiliate-ISP program was terminated
during 1999.  In September 2000, this business was sold, due to its
continuing monthly losses.


Customer Service and Support


We are committed to the highest levels of customer satisfaction.  We
believe that maintaining high levels of customer satisfaction will remain
as a key competitive factor that will differentiate us from other purveyors
of Internet-related services.  We provide wireless access customer support
during normal business hours.  Through Dialup USA, we believe we have
ensured our dial-up customers of high levels of network performance and
reliability.  Further, Dialup USA provides our customers with support
services 24 hours a day, seven days a week.


Other Internet Services


As our company matures, we expect to start developing our "e-tail.com"
e-commerce web portal.  Through e-tail.com, we intend to offer complete
e-commerce solutions for business, the foundation of which will be our
wireless Internet access products.  It is estimated that the amount of
commerce conducted over the Internet will exceed $1.0 trillion by 2003.
With the coupling of our Quick-Cell wireless Internet access services and
our e-tail.com web portal, we believe we will be well-positioned to
capitalize on the opportunity presented by the rapid growth of the
Internet.  However, without additional capital, we will be unable to pursue
our e-tail.com strategy.


Competition


We will face severe competition from other wireless Internet access
providers, such as Metricom, as well as large, national providers of
cellular telephone service providers.  However, we believe our Quick-Cell
wireless Internet access products are superior to other similar products.


The market for the provision of dial-up Internet access services, in which
our wireless Internet access products will compete, is extremely
competitive and highly fragmented. Our competitors include many large,
nationally-known companies, such as America Online, Earthlink and AT&T, as
well as locally owned and operated ISPs.  These and other companies possess
greater resources, particularly access to capital sources, market presence
and brand name recognition than do we.  As there are no significant
barriers to entry, we expect that competition will intensify.


We also believe that the primary competitive factors determining success as
an ISP are:  a reputation for reliability and high-quality service;
effective customer support; access speed; pricing; effective marketing
techniques for customer acquisition; ease of use; and scope of geographic
coverage.


We believe that we can, and in the future will, more effectively compete in
our markets, due to the low-cost, high-speed data transfer capability of
our Quick-Cell wireless Internet access products coupled with our
commitment to exemplary customer service and support.  We cannot assure you
however, that we will be able to compete successfully.


Current and prospective competitors include many large, nationally-known
companies that possess substantially greater resources, financial and
otherwise, market presence and brand name recognition than do we.  With
respect to our Internet access and other planned Internet-related services,
we currently compete, or expect to compete, for the foreseeable future,
with the following: national ISPs, numerous regional and local ISPs, most
of which have significant market share in their markets; established
on-line information service providers, such as America Online, which
provide basic Internet access, as well as proprietary information not
available through public Internet access; providers of web hosting,
co-location and other Internet-based business services; computer hardware
and software and other technology companies that provide Internet
connectivity with their products; telecommunications companies, including
global long distance carriers, regional Bell operating companies and local
telephone companies; operators that provide Internet access through
television cable lines; electric utility companies; communications
companies; companies that provide television or telecommunications through
participation in satellite systems; and, to a lesser extent, non-profit or
educational Internet access providers.


With respect to potential competitors, we believe that manufacturers of
computer hardware and software products, media and telecommunications
companies and others will continue to enter the Internet services market,
which will serve to intensify competition.  In addition, as more consumers
and businesses increase their Internet usage, we expect existing
competitors to increase further their emphasis on Internet access and
electronic commerce initiatives, resulting in even greater competition.
The ability of competitors or others to enter into business combinations,
strategic alliances or joint ventures, or to bundle their services and
products with Internet access, could place us at a significant competitive
disadvantage.


Moreover, we expect to face competition in the future from companies that
provide connections to consumers' homes, such as telecommunications
providers, cable companies and electrical utility companies. For example,
recent advances in technology have enabled cable television operators to
offer Internet access through their cable facilities at significantly
higher speeds than existing analog modem speeds. These types of companies
could include Internet access in their basic bundle of services or offer
such access for a nominal additional charge.  Any such developments could
materially and adversely affect our business, operating results and
financial condition.


Properties


General.  We own all of the equipment necessary for the operation of a
state-of-the-art network operations center.  However, because of our
agreement with Dialup USA, we no longer maintain this center.  We intend to
utilize this equipment in facilitating the expected growth of our wireless
Internet access business.  In addition, we own office equipment necessary
to conduct our business.


We lease approximately 650 square feet for our executive offices in Baton
Rouge, Louisiana, for a monthly rental of approximately $800.  CyberHighway
leases a facility in the Boise, Idaho, area, for a monthly rental of
approximately $1,000.  We lease approximately 500 square feet in Santa Fe,
New Mexico, for a monthly rental of approximately $800.


Wireless Cable Properties.  We own the rights to wireless cable channels in
Poplar Bluff, Missouri, Lebanon, Missouri, Port Angeles, Washington, The
Dalles, Oregon, Sand Point, Idaho, Fallon, Nevada, and Astoria, Oregon.  We
have abandoned our efforts to develop these wireless cable properties, due
to current market conditions.  Rather, we intend to develop these
properties into operating wireless Internet systems, at such time as
two-way data transmission on these frequencies is permitted.


Intellectual Property.  We currently rely on common law principles for the
protection of our copyrights and trademarks and trade secret laws to
protect our proprietary intellectual property rights.  We do not intend to
file patent applications relating to our Quick-Cell wireless Internet
access products, until completion of future generations of the products.
We intend to file trademark applications relating to the "Quick-Cell" brand
name, the "US.RF Wireless Internet" brand name and the "USURF America"
brand name.


We have received authorization to use the products of each manufacturer of
software that is bundled in its software for users with personal computers
operating on the Windows or Macintosh platforms. While certain of the
applications included in our start-up kit for Internet access services
subscribers are shareware that we have obtained permission to distribute or
that are otherwise in the public domain and freely distributable, certain
other applications included in our start-up kit have been licensed where
necessary.  We currently intend to maintain or negotiate renewals of all
existing software licenses and authorizations as necessary.  We may also
enter into licensing arrangements for other applications, in the future.


Employees


We have eight employees, including four officers.  All of our officers have
entered into employment agreements.


None of our employees is covered by any collective bargaining agreement,
nor have we ever experienced a work stoppage.  Our management believes
employee relations to be good.  Much of our future success will depend, in
large measure, upon our ability to continue to attract and retain highly
skilled technical, sales, marketing and customer support personnel.


                              MANAGEMENT


Directors and Officers


The following table sets forth the officers and directors of USURF America.


     Name                  Age      Position(s)


David M. Loflin(1)         43       President, Acting Chief Financial Officer
                                       and Director
Waddell D. Loflin(1)       51       Vice President, Secretary and Director
Robert A. Hart IV          53       Vice President of Technology
James Kaufman              36       Vice President - Corporate Development
Richard N. Gill            43       Director
Ross S. Bravata            42       Director
Michael Cohn               43       Director
------
(1)  David M. Loflin and Waddell D. Loflin are brothers.


Our current officers and directors serve until the next annual meeting of
our board of directors or until their respective successors are elected and
qualified.  All officers serve at the discretion of our board of directors.
 Family relationships between our officers and directors are noted above.
Certain information regarding the backgrounds of each of the officers and
directors is set forth below.


David M. Loflin, President and Director, has, for more than the past five
years, owned and operated Gulf Atlantic Communications, Inc., a Baton
Rouge, Louisiana-based wireless technology firm specializing in development
of wireless cable systems and broadcast television stations.  Gulf Atlantic
has designed, constructed and operated two wireless cable systems: (1)
Baton Rouge, Louisiana, and (2) Selma, Alabama.  Mr. Loflin developed and
currently operates one television station, WTVK-TV11, Inc. (a Warner
Brothers Network affiliate), Channel 11 in Baton Rouge, Louisiana.  For
over ten years, Mr. Loflin has served as a consultant for Wireless One, one
of the largest wireless communications firms in the United States.  Mr.
Loflin is a member of the Wireless Cable Association International and the
Community Broadcasters Association.


Waddell D. Loflin, Vice President, Secretary and Director, has, for more
than the past five years, served as Vice President of Operations and
Treasurer of Gulf Atlantic Communications, Inc. and WTVK-TV11, Inc., both
in Baton Rouge, Louisiana.  In addition, Mr. Loflin serves as Production
Manager and Film Director for WTVK-TV11, Inc.  Mr. Loflin served as General
Manager for Baton Rouge Television Company, Baton Rouge, Louisiana, a
wireless cable system, where he directed the development and launch of such
wireless cable system.  Also, Mr. Loflin has devoted over five years to
demographic research relating to the wireless cable industry.  Mr. Loflin
is a member of the Wireless Cable Association International and the
Community Broadcasters Association.  Mr. Loflin holds a B.A. degree in
Social Sciences from Oglethorpe University, Atlanta, Georgia.


Robert A. Hart, IV, Vice President of Technology, is a 30-year veteran of
the telecommunications industry as proprietor of Hart Engineers, which
provides engineering and consulting services to BellSouth, numerous
independent telephone companies and other communications service providers.
 Mr. Hart is a graduate of Louisiana State University with a B.S. degree in
Electrical Engineering and is a Registered Professional Engineer.  Mr. Hart
has served on the board of the Small Business Personal Communications
Services (PCS) Association, a national trade association focused on small
business applications and opportunities for PCs technology (a universal
wireless communications technology), and also served this organization as
chairman of the lobbying committee.  He is also a past board member and
current member of the Association of Communication Engineers, and current
member of the Institute of Electrical and Electronics Engineers, National
Society of Professional Engineers and the Louisiana Engineering Society.


James Kaufman, Vice President - Corporate Development, received a B.S.
degree in Journalism from the University of Colorado, Boulder, Colorado.
From 1994 to 1995, Mr. Kaufman was a registered representative with D.E.
Fry, a Denver, Colorado-based broker-dealer.  From 1995 to 1996, Mr.
Kaufman was a registered representative with A.G. Edwards, a St. Louis,
Missouri-based broker-dealer.  From 1997 to February 1999, Mr. Kaufman
served as Director of Corporate Development for B. Edward Haun & Company, a
Denver, Colorado-based investment banking and research firm.


Richard N. Gill, Director, has, for more than the past five years, served
as Chairman of the Board, President and General Manager of Campti-Pleasant
Hill Telephone Company, Inc., a Pleasant Hill, Louisiana-based independent
telecommunications company involved in the cellular telephone service
industry, the wireless cable industry and the Internet service provider
industry.  Mr. Gill currently serves on the Board of Directors of Artcrete,
Inc., and is on the Advisory Board of Peoples State Bank, Pleasant Hill,
Louisiana.  Mr. Gill currently serves as a member of the Industry
Telecommunication Advisory Committee for the Electrical Engineering
Department at the University of Southwestern Louisiana, Lafayette,
Louisiana.  Mr. Gill is a past-Chairman and current member of the Louisiana
Telephone Association.  Mr. Gill is also a member of the United States
Telephone Association and the National Telephone Cooperative Association.


Ross S. Bravata, Director, has, since 1981, worked for Novartis (formerly
Ciba Corporation), in various positions, and currently serves as a Senior
Control Systems Technician.  In such capacity, Mr. Bravata supervises the
service and maintenance of electronic instrumentation.  Since 1988, Mr.
Bravata has served as a director and principal financial officer of CG
Federal Credit Union, Baton Rouge, Louisiana.  Also, Mr. Bravata has, since
its inception in 1994, served as a director of Trinity's Restaurant, Inc.,
in Baton Rouge, Louisiana.


Michael Cohn, Director, has, for over 20 years, owned and operated Arrow
Pest Control, Inc., Baton Rouge, Louisiana.  In addition, Mr. Cohn owns
Arrow Pest Control of New Orleans, Wilson and Sons Exterminating in Mobile,
Alabama, and Premier Termite and Pest Control in Florida.


Executive Committee


Our board of directors created an Executive Committee to facilitate
management between meetings of the full board of directors.  David M.
Loflin, Waddell D. Loflin and Ross S. Bravata comprise the Executive
Committee.


Our bylaws provide that the Executive Committee has the authority to
exercise all powers of the board of directors, except the power:


-       Declare dividends;
-       Sell or otherwise dispose of all or substantially all of our assets;
-       Recommend to our shareholders any action requiring their approval; and
-       Change the membership of any committee, fill the vacancies thereon or
discharge any committee.


The Executive Committee, in general, acts on all matters requiring approval
of our board of directors.


Audit Committee


In September 1999, our board of directors created an Audit Committee,
consisting of three members, the majority of whom must be outside
directors.  The initial members of the Audit Committee are David M. Loflin,
Michael Cohn and Richard N. Gill.  The Audit Committee has the
responsibility to review internal controls, accounting policies and
financial reporting practices, to review the financial statements, the
arrangements for, and scope of, the independent audit as well as the
results of the audit arrangement and to review the services and fees of the
independent auditors, their independence and recommend to the board of
directors for its approval and for the ratification by our shareholders the
engagement of the independent auditors to serve the following year in
examining our accounts.  The Audit Committee has held two meetings.


The Audit Committee recommended the change in our auditors to the full
board of directors.


Executive Compensation


The following table sets forth in summary form the compensation received
during each of the last three completed fiscal years by our Chief Executive
Officer and each executive officer who received total salary and bonus
exceeding $100,000 during any of the last three fiscal years.


                                                       Long-
                                                       term
                                                       Compen-
                                                       sation
                                             Other     Awards      All
                                             Annual      of        other
Name and                                     Compen-   Stock       Compen-
Principal                 Salary     Bonus   sation    Options     sation
Position          Year       $         $       $          #          $
----------        ----    ------     -----   -------   -------     -------
David M. Loflin   1999   $62,500(1)  $-0-    $-0-         0         $-0-
President [Prin-  1998   $55,000     $-0-    $-0-         0         $-0-
cipal Executive   1997   $-0-        $-0-    $-0-         0         $-0-
Officer]


Waddell D. Loflin 1999   $41,667(2)  $-0-    $-0-         0         $-0-
[Vice President   1998   $48,000     $-0-    $-0-         0         $-0-
and Secretary]    1997   $-0-        $-0-    $-0-         0         $-0-


James Kaufman     1999   $103,333(3) $-0-    $-0-         0         $-0-
[Vice President,  1998   $-0-        $-0-    $-0-         0         $-0-
Corporate Devel-  1997   $-0-        $-0-    $-0-         0         $-0-
opment]


Julius W.
 Basham II        1999   $133,762    $-0-    $-0-         0         $-0-
[Former Chief     1998   $-0-        $-0-    $-0-         0         $-0-
Operating         1997   $-0-        $-0-    $-0-         0         $-0-
Officer]
___________
(1) $27,083 of this amount has been accrued.
(2) $10,417 of this amount has been accrued.
(3) $20,667 of this amount has been accrued; $82,666 of this amount was
paid in shares of our stock.


In May 2000, we issued 250,000 shares to Robert A. Hart IV, our vice
president of technology, as a bonus, upon the execution of his employment
agreement.  These shares were valued at $3.00 per share, which was the
closing price of our common stock on the day of Mr. Hart's execution of his
employment agreement.


In December 2000, two of our vice presidents, Waddell D. Loflin and James
Kaufman, were issued shares of our common stock as a bonus.  Mr. Loflin was
issued 200,000 shares and Mr. Kaufman was issued 300,000 shares.  These
shares were valued at $.25 per share, which was the closing sale price of
our common stock on the day immediately preceding their issuance.


Compensation of Directors


In March 1998, four of our directors, Waddell Loflin, Ross S. Bravata,
Richard N. Gill and Michael Cohn, were issued 20,000 shares each of our
common stock as a bonus for their services as directors.  These shares were
valued at $.80 per share by the board of directors; however, for financial
reporting purposes, these shares were valued at $.56 per share, the last
closing bid price for our common stock prior to issuance.


No other compensation has been paid to any of our directors for their
services as directors.  It is possible that our management could begin to
pay our directors for meetings attended or grant a small number of stock
options for their services.  However, no specific determination in this
regard has been made.


Employment Contracts and Termination of
Employment and Change-in-Control Agreements


Each of our officers have entered into employment agreement, as well as
confidentiality agreements and agreements not to compete.


Name of Officer     Position(s)    Term       Salary         Date
---------------     -----------    ----       ------         ----


David M. Loflin     President      7 years   $150,000(1)    6/1/99


Waddell D. Loflin   Vice President 7 years   $100,000(2)    6/1/99
                     and Secretary


Robert A. Hart, IV  Vice President 3 years   $90,000(3)     5/25/00
                     of Technology


James Kaufman       Vice President, 1 year   $120,000(4)    3/22/99
                     Corporate    (renewable)
                     Development
____________
(1) Mr. Loflin has agreed to defer payment of a portion of his salary until
we are able to pay it.  As at September 30, 2000, we owed Mr. Loflin
deferred salary in the amount of $75,833.
(2) Mr. Loflin has agreed to defer payment of a portion of his salary until
we are able to pay it.  As at September 30, 2000, we owed Mr. Loflin
deferred salary in the amount of $29,167.
(3) Mr. Hart will begin to receive salary payments at such time as we
obtain a significant capital investment.  Mr. Hart received 250,000 shares
of our stock as a signing bonus, which shares were valued at $750,000.  The
value of these shares was derived from the closing price for our stock on
the date of execution of his employment agreement.
(4) Mr. Kaufman has agreed to defer payment of a portion of his salary
until we are able to pay it.  As at September 30, 2000, we owed Mr. Kaufman
deferred salary in the amount of $193,333, of which $154,667 is payable in
shares of our stock.  Subsequent to September 30, 2000, we issued Mr.
Kaufman a total of 34,536 shares of our stock in payment of the stock
portion of his accrued salary.


In January 1999, we entered into an employment agreement with Julius W.
Basham, II, currently a director and our former chief operating officer.
Pursuant to the terms of a settlement agreement, Mr. Basham resigned as
chief operating officer on January 4, 2000.


In November 2000, we terminated the employment of Darrell Davis, formerly
Vice President of U.S. Internet Operations, based on violations of his
employment agreement.  (See "Litigation" for a discussion of Mr. Davis'
termination).


In December 2000, we terminated the employment of Christopher L. Wiebelt,
formerly Vice President of Finance and Chief Financial Officer, based on
violations of his employment agreement.  (See "Litigation" for a discussion
of Mr. Wiebelt's termination).


We have no compensatory plan or arrangement that results or will result
from the resignation, retirement or any other termination of an executive
officer's employment or from a change in control or a change in an
executive officer's responsibilities following a change-in-control.


Option/SAR Grants in Last Fiscal Year


We have never granted any stock appreciation rights (SARs), nor do we
expect to grant any SARs in the foreseeable future.


Section 16(a) Beneficial Ownership Reporting Compliance


We became subject to the provisions of Sections 16(a) of the Securities
Exchange Act of 1934 on October 14, 1999.  Section 16(a) requires
directors, executive officers and persons who own more than 10% of our
outstanding common stock to file with the SEC an Initial Statement of
Beneficial Ownership of Securities (Form 3) and Statements of Changes of
Beneficial Ownership of Securities (Form 4).  Directors, executive officers
and greater-than-10% shareholders are required by SEC regulation to furnish
copies to us of all Section 16(a) forms they file.


Based on a review of copies of these reports furnished to us, we believe
that all of our directors, executive directors and greater-than-10%
beneficial owners filed their respective Form 3 reports; all of the Form 3
reports were filed late.  Form 5 reports for 1999 for all officers and
directors are due and have not yet been filed.  Form 4 reports for certain
of our officers and directors are due and have not yet been filed.  We have
requested that all of these persons file the required reports.


Based on a review of the copies of these reports furnished to us, it
appears that Julius W. Basham, II, a former officer, director and
10%-owner, is current in his filings of required Forms 4 and Form 5 and is
no longer required to file ownership reports.


Indemnification of Directors and Officers


Article X of the Articles of Incorporation of USURF America provides that
no director or officer shall be personally liable to USURF America or its
shareholders for damages for breach of fiduciary duty as a director or
officer; provided, however, that such provision shall not eliminate or
limit the liability of a director or officer for (1) acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law
or (2) the payment of dividends in violation of law.  Any repeal or
modification of Article X shall be prospective only and shall not adversely
affect any right or protection of a director or officer of USURF America
existing at the time of such repeal or modification for any breach covered
by Article X which occurred prior to any such repeal or modification.  The
effect of Article X is that directors and officers will experience no
monetary loss for damages arising out of actions taken (or not taken) in
such capacities, except for damages arising out of intentional misconduct,
fraud or a knowing violation of law, or the payment of dividends in
violation of law.


As permitted by Nevada law, our bylaws provide that we will indemnify our
directors and officers against expense and liabilities they incur to
defend, settle or satisfy any civil, including any action alleging
negligence, or criminal action brought against them on account of their
being or having been directors or officers unless, in any such action, they
are judged to have acted with gross negligence or willful misconduct.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or control
persons pursuant to the foregoing provisions, we have been informed that,
in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.


                           CERTAIN TRANSACTIONS


Founders


In November 1996, David M. Loflin purchased 1,600,000 shares of our common
stock for $1,600 and Waddell D. Loflin, purchased 200,000 shares of our
common stock for $200.


Conversion of Loans to Stock by Officer


As of August 21, 2000, we owed Mr. Loflin a total of $967,703 ($916,045 in
principal, $51,658 in interest), the result of cash loans made to us by Mr.
Loflin during the past approximately two years.  The proceeds of these
loans were used primarily for operating expenses and purchases of
equipment.  On August 21, 2000, we entered into a letter agreement with our
president, David M. Loflin, whereby Mr. Loflin agreed to convert all sums
owed to him into shares of our common stock.


Pursuant to the letter agreement, Mr. Loflin received one share of common
stock for every $1.25 of debt converted, for a total of 774,162 shares.
The $1.25 price was agreed upon as that price was the low sale price for
our common stock on Friday, August 18, 2000, as reported by the AMEX.


Our board of directors, in authorizing the transaction described above,
found the transaction to be in the best interest of USURF America, as it
would significantly improve our financial condition, potentially making it
more attractive to prospective investors.


Subscription Agreements


Effective December 20, 1996, we entered into a subscription agreement with
David M. Loflin, whereby we issued 1,578,512 shares of our common stock to
Mr. Loflin in exchange for assignments of licenses and leases of licenses
of television channels and wireless cable television channels and options
to acquire these assets, as follows:  Monroe/Rayville, Louisiana (channel
26), Natchitoches, Louisiana (channel 38), Port Angeles, Washington
(channels H1-2-3), Astoria, Oregon (channels H2-3), Sand Point, Utah
(channels B1-2-3; C1-2-3), The Dalles, Oregon (channels B1-2-3; C1-2-3),
and Fallon, Nevada (channels E1-2-3-4; H3)


These assets were valued at $1,826,873, which was determined pursuant to a
market report and appraisal prepared by Broadcast Services International,
Inc., Sacramento, California.  A more complete description of this
appraisal appears below, under the heading "Appraisal".  Mr. Loflin's total
acquisition costs of these assets are unknown.  Accordingly, our financial
statements attribute no value to these assets.


Effective December 20, 1996, we entered into a subscription agreement with
Waddell D. Loflin, whereby we issued 104,249 shares of our common stock to
Mr. Loflin in exchange for an assignment of the license of television
channel 36 in Bainbridge, Georgia.


These assets were valued at $120,652, which was determined pursuant to the
appraisal described above.  Mr. Loflin's acquisition costs of these assets
are unknown.  Accordingly, our financial statements attribute no value to
these assets.


Reorganizations


Effective December 31, 1996, we entered into an agreement and plan of
reorganization, whereby we purchased television station K13VE Channel 13 in
Baton Rouge, Louisiana.  In this transaction, David M. Loflin received
227,336 shares of our common stock for his ownership in this television
station.  The television station was valued at $263,106, which was
determined pursuant to the appraisal described above.  Mr. Loflin's
acquisition costs relating to the rights to K13VE Channel 13 were $6,750.
An additional $10,587 in costs was capitalized.


Effective December 31, 1996, we entered into an agreement and plan of
reorganization, whereby we purchased licenses and leases of licenses of
wireless cable television channels in Poplar Bluff, Missouri, and Lebanon,
Missouri.  In this transaction, David M. Loflin received 1,179,389 shares
of our common stock valued at $1,364,553; Ross S. Bravata, one of our
directors, received 42,887 shares of our common stock valued at $49,620;
and Michael Cohn, one of our directors, received 53,608 shares of our
common stock valued at $62,024.  The values assigned to the assets acquired
from Messrs. Loflin, Bravata and Cohn were determined pursuant to the
appraisal described above.  The acquisition cost of these assets was
$179,611, which is reflected in our financial statements.  At the time of
this transaction, Messrs. Bravata and Cohn were not directors.


Securities Purchases


In March 1997, Michael Cohn purchased 20,000 shares of our common stock for
$50,000 in cash. At the time of this transaction, Mr. Cohn was not a director.


In January 1999, Mr. Cohn purchased 30,000 units of our securities in a
private offering, at a purchase of $4.50 per unit, or $135,000 in the
aggregate.  Each unit purchased by Mr. Cohn consisted of one share of our
common stock and one common stock purchase warrant to purchase one share of
our common stock at an exercise price of $7.00 per share.  Mr. Cohn
purchased units on the same terms and conditions as were offered to
unaffiliated persons.


In November 1999, Mr. Cohn purchased 50,000 units of our securities in a
private offering, at a purchase of $3.00 per unit, or $150,000 in the
aggregate.  Each unit purchased by Mr. Cohn consisted of one share of our
common stock and one common stock purchase warrant to purchase one share of
our common stock at an exercise price of $7.00 per share.  Mr. Cohn
purchased units on the same terms and conditions as were offered to
unaffiliated investors.


Stock Bonus - Officers


In December 2000, two of our vice presidents, Waddell D. Loflin and James
Kaufman, were issued shares of our common stock as a bonus.  Mr. Loflin was
issued 200,000 shares and Mr. Kaufman was issued 300,000 shares.  These
shares were valued at $.25 per share, which was the closing sale price of
our common stock on the day immediately preceding their issuance.


Stock Bonus - Directors


In March 1998, four of our directors, Waddell Loflin, Ross S. Bravata,
Richard N. Gill and Michael Cohn, were issued 20,000 shares each of our
common stock as a bonus for their services as directors.  These shares were
valued by the board of directors at $.80 per share.  However, for financial
reporting purposes, these shares were valued at $.56 per share, the last
closing bid price for our common stock prior to issuance.


Employment Agreements


Each of our officers have entered into employment agreement, as well as
confidentiality agreements and agreements not to compete.


Name of Officer     Position(s)    Term       Salary         Date
---------------     -----------    ----       ------         ----


David M. Loflin     President      7 years   $150,000(1)    6/1/99


Waddell D. Loflin   Vice President 7 years   $100,000(2)    6/1/99
                     and Secretary


Robert A. Hart, IV  Vice President 3 years   $90,000(3)     5/25/00
                     of Technology


James Kaufman       Vice President, 1 year   $120,000(4)    3/22/99
                     Corporate    (renewable)
                     Development
____________
(1) Mr. Loflin has agreed to defer payment of a portion of his salary until
we are able to pay it.  As at September 30, 2000, we owed Mr. Loflin
deferred salary in the amount of $75,833.
(2) Mr. Loflin has agreed to defer payment of a portion of his salary until
we are able to pay it.  As at September 30, 2000, we owed Mr. Loflin
deferred salary in the amount of $29,167.
(3) Mr. Hart will begin to receive salary payments at such time as we
obtain a significant capital investment.  Mr. Hart received 250,000 shares
of our stock as a signing bonus, which shares were valued at $750,000.  The
value of these shares was derived from the closing price for our stock on
the date of execution of his employment agreement.
(4) Mr. Kaufman has agreed to defer payment of a portion of his salary
until we are able to pay it.  As at September 30, 2000, we owed Mr. Kaufman
deferred salary in the amount of $193,333, of which $154,667 is payable in
shares of our stock.  Subsequent to September 30, 2000, we issued Mr.
Kaufman a total of 34,536 shares of our stock in payment of the stock
portion of his accrued salary.


In January 1999, we entered into an employment agreement with Julius W.
Basham, II, currently a director and our former chief operating officer.
Pursuant to the terms of a settlement agreement, Mr. Basham resigned as
chief operating officer on January 4, 2000.  During 1999, Mr. Basham
received total cash compensation of $133,762.


In May 2000, we issued 250,000 shares to Robert A. Hart IV, our vice
president of technology, as a bonus, upon the execution of his employment
agreement.  These shares were valued at $3.00 per share, which was the
closing price of our common stock on the day of Mr. Hart's execution of his
employment agreement.


In November 2000, we terminated the employment of Darrell Davis, formerly
Vice President of U.S. Internet Operations, based on violations of his
employment agreement.  (See "Litigation" for a discussion of Mr. Davis'
termination).


In December 2000, we terminated the employment of Christopher L. Wiebelt,
formerly Vice President of Finance and Chief Financial Officer, based on
violations of his employment agreement.  (See "Litigation" for a discussion
of Mr. Wiebelt's termination).


Voting Agreement


On January 29, 1999, David W. Loflin, Waddell D. Loflin, Julius W. Basham,
David W. Brown and Wm. Kim Stimpson entered into a voting agreement,
whereby all of these persons are required to vote all shares owned by them
for David M. Loflin and Waddell D. Loflin in all elections of directors of
USURF America.  Currently, approximately 4,600,960 shares are subject to
this voting agreement.


Settlement Agreement


On November 30, 1999, we entered into a settlement agreement and mutual
release, which settled certain legal proceedings in which USURF America and
CyberHighway, had been involved.  The parties to the settlement agreement
were: USURF America, CyberHighway, Julius W. Basham, II, William Kim
Stimpson and David W. Brown.


Under the settlement agreement, the following legal proceedings have been
settled in full:  (1) David W. Brown, Plaintiff v. USURF America, Inc. and
Cyberhighway, Inc., Defendants, in the District Court of the Fourth
Judicial District of the State of Idaho, in and for the County of Ada,
Civil Case No. CV OC 9904230D; (2) Julius W. Basham, II, Individual
Plaintiff, David W. Brown, William Kim Stimpson, Individuals, Involuntary
Party Plaintiffs v. USURF America, Inc., formerly known as Internet Media,
Inc., in the District Court of the Fourth Judicial District of the State of
Idaho, in and for the County of Ada, Civil Case No. CVOC 9904382D; and (3)
David W. Brown, Claimant v. Cyberhighway, Inc., Respondent, Industrial
Commission, State of Idaho, IDOL 3362-1999.


Other material terms of the settlement agreement include


-       each and every of the claims made in the legal proceedings described
above by Basham, Stimpson and Brown were dismissed with prejudice and any
other potential claims of Basham, Stimpson and Brown against USURF America
and/or CyberHIghway released;


-       USURF America and CyberHighway released any and all claims against
Basham, Stimpson and Brown;


-       Basham, Stimpson and Brown each reaffirmed their existing agreements not
to compete, with the exception that Brown is now able to seek any
employment opportunity, except that Brown remains prohibited from working
for any person or entity engaged in the 2.4 GHz wireless Internet access
industry;


-       Basham, Stimpson and Brown each reaffirmed their existing
confidentiality agreements in their entirety;


-       USURF America delivered a total of 340,000 shares of common stock, as
follows: 215,000 shares to Basham; 34,000 shares to Stimpson; and 91,000
shares to Brown;


-       Basham resigned as chief operating officer of USURF America;


-       USURF America shall, as reimbursement for attorneys fees incurred by
Basham, Stimpson and Brown, pay the total sum of $43,325, in 10 equal
installments payable every other week, to the law firm of Givens Pursley,
Boise, Idaho;


-       each of Basham, Stimpson and Brown acknowledged that the voting
agreement among Basham, Stimpson, Brown, David M. Loflin and Waddell D. Loflin
remained in full force and effect; and


-       nothing contained in the settlement agreement is construed as an
admission of liability by any party to the settlement agreement.


For a discussion on the financial impact of the settlement agreement,
please see "Management's Discussion and Analysis of Financial Condition and
Results of Operations".


The board of directors determined that entering into the settlement
agreement was in the best interest of USURF America.


H + N Partners


During 1998, we issued a total of 187,000 shares of our common stock to H +
N Partners, a fictitious name division of B. Edward Haun & Company, a
Denver, Colorado-based investment banking and research firm in which James
Kaufman, our Vice President - Corporate Development, was a partner.  Mr.
Kaufman received a portion of the shares issued to H + N Partners.  37,000
of the shares were valued at $2.00 per share and 150,000 of the shares were
valued at $2.50 per share.  All of the shares issued to H+N Partners were
the subject of effective registration statements filed with the SEC.  Mr.
Kaufman was not an officer at the time of the stock issuances to H + N
Partners.


Also during 1998, in connection with a private offering of our securities,
we issued  to H + N Partners 56,667 warrants to purchase a like number of
shares of our common stock at an exercise price of $1.25 per share and
56,667 warrants to purchase a like number of shares of our common stock at
an exercise price of $1.50 per share.  H+N Partners is a selling
shareholder under this prospectus as to all of the shares underlying these
warrants.  Mr. Kaufman was not an officer at the time of the warrant
issuances to H + N Partners.


Fusion Capital Consulting Agreement


On January 12, 2001, we entered into a consulting agreement with Fusion
Capital, pursuant to which Fusion Capital agreed to provide certain
operational and strategic consulting services.  Fusion Capital will receive
10,000 shares of our common stock during each month of this agreement and
reimbursement for certain expenses.


Appraisal


Background.  The appraisal referred to above was prepared by Broadcast
Services International, Inc., a Sacramento, California-based communications
appraisal firm.  The report of Broadcast Services was based on 1990 Census
Data.  With respect to the wireless cable markets, the engineering studies
relied upon by Broadcast Services indicate the number of households within
the broadcast radius using the 1200 MHZ frequency.  The 1200 MHZ frequency
was assumed, due to Broadcast Service's experience that, given all of the
variables that may be present in a market-by-market system build-out, the
actual benchmark performance is more truly reflected by using the higher
(1200 MHZ) frequency, such that the signal attenuation is not over-stated.
Valuation formulas for the wireless cable markets were based on initial
public offerings within the wireless cable industry during the past three
years.  The formulas used in evaluation of the broadcast channels were
based on recent sales and market evaluation techniques employed by the
Community Broadcasters Association, among others.


Use of Appraisal.  At our inception, the board of directors adopted a plan
that provided that our initial capitalization be 6,000,000 shares.
1,800,000 of these shares were sold as founders' stock and 360,000 shares
were sold to a public company for distribution as a dividend.  The balance
of these shares, 3,840,000 shares, were to be utilized to acquire assets,
which were acquired pursuant to the subscription agreements  and the
reorganization agreements described above.  The board of directors utilized
the appraisal as a means to allocate the 3,840,000 shares among the assets
acquired, as follows:


                    Appraised Value    Shares of Common     Historical Cost
Transaction              of Assets Acquired    Stock Issued          of Assets
------------       ------------------  ----------------     ---------------
Subscription
 Agreement
 with David M.
 Loflin               $1,826,873           1,578,512            Unknown
Subscription
 Agreement
 with Waddell D.
 Loflin                 120,652              104,249            Unknown
First
 Reorganization         263,106              227,336            $ 17,337
Second
 Reorganization       2,233,555            1,929,903            $179,611


     Total           $4,444,186            3,840,000            $196,948


The apparent $1.157 per share value was determined by dividing the
3,840,000 shares of our common stock allocated by the board of directors
for asset acquisition into the $4,444,186 total appraised value of the
assets acquired.  The board of directors utilized this apparent per share
value for corporate purposes, that is, the determination of consideration
received for the issuance of shares of our common stock.  However, the
independent appraiser did not value the shares of our common stock issued
in consideration of the assets acquired.  Rather, the independent appraiser
valued only the assets acquired by us in the various transactions.  The
$1.157 per share figure was utilized by the board of directors primarily as
a means of allocating the 3,840,000 shares among the four asset acquisition
transactions consummated in completing its plan for our initial
capitalization.  Thus, the $1.157 figure, while utilized in two ways by the
board of directors, was determined arbitrarily by the board of directors
and is not based on any accounting or other financial criteria.


The appraised value of the assets described above bears no relationship to
the costs of the assets to the affiliates from whom they were acquired.


                              PRINCIPAL SHAREHOLDERS


There are 18,602,770 shares of our common stock issued and outstanding.
The following table sets forth certain information regarding the current
beneficial ownership of our common stock, and after giving effect to (1)
the issuance of all 6,000,000 shares of our common stock reserved for
issuance under the Fusion Capital agreement and (2) the issuance of all
2,480,447 shares of common stock underlying currently outstanding options
and warrants, including shares underlying the warrants to be issued
pursuant to the Fusion Capital agreement, by (i) persons known to be
beneficial owners of more than 5% of our common stock, (ii) each our
officers and directors and (iii) our officers and directors, as a group.
Unless otherwise noted, the address of the listed persons is 8748 Quarters
Lake Road, Baton Rouge, Louisiana 70809.


Name and                 Shares                    Shares
Address of               Owned        Percent      Owned           Percent
Beneficial Owner      Beneficially    Owned(1)  Beneficially       Owned(2)
----------------      ------------    --------  ------------       --------


David M. Loflin(3)     3,250,960       16.03%    3,250,960         12.00%


Waddell D. Loflin(3)     290,000        1.43%      290,000          1.07%


James Kaufman            625,000        3.08%      625,000          2.31%
665 W. Velarde Drive
Thousand Oaks, CA 91360


Robert A. Hart IV        250,000        1.23%      250,000            *


Richard N. Gill           16,000          *         16,000            *


Ross S. Bravata           32,000          *         32,000            *


Michael Cohn             209,000(4)     1.03%       79,000(5)         *


Fusion Capital Fund
 II, LLC                 800,000(6)     3.94%            0(7)         0%
222 Merchandise
 Mart Plaza
Suite 9-112
Chicago, IL 60654


All officers and
 directors             4,672,960       23.04%    4,542,960         16.77%
 as a group
 (7 persons)
_______________
* Less than 1%.
(1)  Based on 20,276,997 shares outstanding, assuming the issuance of all
1,674,227 shares underlying currently outstanding and exercisable warrants,
but prior to the issuance of (A) any of the 6,000,000 shares reserved for
issuance under the Fusion Capital agreement and (B) any shares of our
common stock underlying the Fusion Capital warrants to be issued as part of
the commitment fee under that agreement.
(2)  Based on 27,083,247 shares outstanding, assuming the issuance of
6,000,000 shares under the Fusion Capital agreement and all 2,480,447
shares underlying currently outstanding and exercisable warrants, including
shares underlying the Fusion Capital warrants to be issued as part of the
commitment fee under the Fusion Capital agreement.
(3)  All of the shares owned by this shareholder are subject to a voting
agreement and must be voted for David M. Loflin and Waddell D. Loflin, in
all elections of directors; 4,600,960 shares are currently subject to this
voting agreement.
(4) 80,000 of these shares have not been issued, but underlie currently
exercisable warrants.
(5) Assumes 80,000 shares underlying warrants are purchased and sold, and
50,000 shares currently owned are sold, by Mr. Cohn under this prospectus.
(6) These shares may not be sold by Fusion Capital until the earliest of
termination of the Fusion Capital agreement, default under the Fusion
Capital agreement or approximately 25 months from the date hereof.
(7) This offering relates to up to 7,445,000 shares of our common stock
that have been or may be issued to Fusion Capital; this figure assumes all
shares issued by us to Fusion Capital will be resold by Fusion Capital in
this offering.


                                  LITIGATION


Net 1 Acquisition Transaction


In September 1999, we tendered the acquired shares of capital stock of Net
1, Inc. for rescission.  We had intended to commence arbitration to pursue
our rescission claim.  However, one of the former owners of Net 1, Knud
Nielsen, III, instituted arbitration, through the American Arbitration
Association, and sought to enforce certain registration rights associated
with a portion of the shares of our common stock received by him in the
acquisition transaction.  We presented the rescission claim as a
counterclaim in the arbitration proceeding.  In October 2000, this
litigation was settled, with the acquisition being rescinded in its
entirety.  We issued 250,000 shares of our common stock to the former
owners of Net 1 in settlement of certain claims.


CyberHighway Involuntary Bankruptcy


On September 29, 2000, CyberHighway suffered the filing of an involuntary
petition in the Idaho Federal Bankruptcy Court, styled In Re: CyberHighway,
Inc., Case No. 00-02454.  The filing has had no effect on its business.  In
December 2000, CyberHighway and the petitioning creditors filed a joint
motion to dismiss this proceeding.  CyberHighway is not certain whether any
creditor will object to the joint motion by the January 24, 2001, deadline
for doing so.


Other Litigation


In November 2000, CyberHighway requested and received a temporary
restraining order against Darrell Davis, formerly one of our officers, and
his wife, Deanna Davis.  We have alleged that the Davises have diverted
dial-up customers from CyberHighway to a company controlled by him, all
while he was an employee of USURF America.  We expect that a hearing for
our motion for a permanent injunction will occur in the very near future.
In addition, we are seeking monetary damages in this action.  This case is
in its early stages and no prediction as to its final outcome can be made.
However, our counsel believes we will be successful on the merits of our
case.  This case is styled: CyberHighway, Inc. versus Deanna Davis,
individually and d/b/a Cyber-Trail, Inc., and Darrell D. Davis, 19th
Judicial District Court, Parish of East Baton Rouge, State of Louisiana.


In January 2000, we instituted arbitration proceedings against Christopher
L. Wiebelt, our former vice president of finance and chief financial
officer.  We have alleged that Mr. Wiebelt violated certain terms of his
employment agreement and are seeking damages resulting from those
violations.  This case is in its early stages and no prediction as to its
outcome can be made.  However, our counsel believes we will be successful
on the merits of our case.  This case is styled: USURF America, Inc. versus
Christopher L. Wiebelt, American Arbitration Association.


Possible Claim


Some time in the future, it is possible that we will enter into arbitration
proceedings with Commonwealth Associates.  The dispute revolves around
Commonwealth's claim that we owe it approximately 127,000 shares of our
common stock.  We do not believe Commonwealth is entitled to any shares and
will vigorously defend our position in arbitration.  We cannot predict the
outcome of this arbitration proceeding.


Potential Legal Proceeding


It is the intention of our management to pursue certain damage claims
against Dialup USA.  These claims arise out of Dialup USA's actions on
behalf of one of our former officers, which, we believe, aided our former
officer in his attempts to divert an unknown number of our dial-up
customers to a company controlled by him.  We cannot precisely estimate the
damages suffered by us as a result of Dialup USA's actions, although we
believe them to be significant.  We have not established a date by which we
intend to commence this legal proceeding.


                         THE FUSION CAPITAL TRANSACTION


General


On October 9, 2000, we entered into a common stock purchase agreement with
Fusion Capital, as amended by letter agreement dated December 27, 2000,
pursuant to which Fusion Capital agreed to purchase up to $10 million of
our common stock. The selling price of the shares will be equal to the
lesser of (1) $20.00 or (2) a price based upon the future market price of
the common stock without any fixed discount to the market price.


Purchase of Shares Under the Fusion Capital Agreement


Under the Fusion Capital agreement, Fusion Capital will purchase shares of
our common stock by purchasing from time to time a specified dollar amount
of our common stock. Subject to the limits on purchase and the termination
rights described below, during each 30-day period during the term of up to
25 months, which term may be extended up to an additional 3 months at our
election, Fusion Capital will purchase $400,000 of our common stock. This
amount may be decreased by us at any time. If our stock price equals or
exceeds $5.00 per share, we have the right to increase this monthly amount
up to the full remaining portion of the $10 million commitment. The selling
price per share is equal to the lesser of:



-       the lowest sale price of our common stock on the day of submission of a
purchase notice by Fusion Capital; or


-       the average of any three closing bid prices of our common  stock,
selected by Fusion Capital, during the 15 trading days prior to the date of
submission of a purchase notice by Fusion Capital; or


-       $20.00.


The selling price will be adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar
transaction occurring during the fifteen (15) trading days in which the
closing bid price is used to compute the purchase price. Notwithstanding
the foregoing, Fusion Capital may not purchase shares of our common stock
under the Fusion Capital agreement if Fusion Capital or its affiliates
would beneficially own more than 9.9% of our then aggregate outstanding
common stock immediately after the proposed purchase. If the 9.9%
limitation is ever reached, this shall not affect or limit Fusion Capital's
obligation to fund the required monthly purchase amount of $400,000 or
Fusion Capital's mandatory purchase obligation under the Fusion Capital
agreement.


The following table sets forth the number of shares of our common stock
that would be sold to Fusion Capital upon our sale of common stock under
the Fusion Capital agreement at varying purchase prices:


                                                 Percent of our common
                    Number of shares to          stock outstanding as of
Assumed             be issued upon a full                January 22, 2001, after
Per Share         purchase under the           giving effect to the issue-
Purchase Price      Fusion Capital agreement     ance to Fusion Capital(1)


$.50                    6,000,000(2)                    24.39%
$1.00                   6,000,000(2)                    24.39%
$5.00                   2,000,000                        9.70%
$10.00                  1,000,000                        5.10%
$20.00                    500,000                        2.62%
_____________
(1) Based on 18,602,770 shares of common stock outstanding as of January
22, 2001. Includes the issuance of 800,000 shares of common stock issued to
Fusion Capital as a commitment fee, and the number of shares issuable at
the corresponding assumed purchase price set forth in the adjacent column.
(2) We estimate that we will issue no more than 6,000,000 shares to Fusion
Capital under the Fusion Capital agreement, excluding the shares of common
stock issued as a commitment fee, all of which are included in this
offering. If more than 6,000,000 shares are issuable to Fusion Capital
under the Fusion Capital agreement, we currently intend to terminate that
agreement without any payment or liability to Fusion Capital.
(3) The closing price as of January 22, 2001 was $.5625 per share.


Since we only plan to sell up to 6,000,000 shares to Fusion Capital under
the Fusion Capital agreement, the selling price of our stock sold to Fusion
Capital will need to average $1.67 per share for us to receive the maximum
proceeds of $10 million under that agreement.  Assuming a selling price of
$.5625 per share (the closing sale price of the common stock on January 22,
2001) and the purchase by Fusion Capital of the full amount of shares
purchasable under the Fusion Capital agreement, proceeds to us would only
be approximately $3.375,000, unless we choose to issue more than 6,000,000
shares, which we have the right to do.


Our Right to Prevent Purchases


At any time or from time to time, so long as the closing sale price of our
common stock has been below $20.00 for the most recent three trading days,
we shall have the unconditional right to prevent any purchases by Fusion
Capital effective upon three trading days prior notice. To the extent we
need to use the cash proceeds of the sales of common stock under the Fusion
Capital agreement for working capital or other business purposes, we do not
intend to restrict purchases under the Fusion Capital agreement.


Our Right to Mandatory Purchases


If the closing sale price of our common stock on each of the five trading
days immediately prior to the first trading day of any 30-day period is at
least $5.00, we shall have the right to require purchase by Fusion Capital
of part or all of the outstanding $10 million (in such amounts as
determined by us), during such time or times as Fusion Capital shall
determine during the next two 30-day periods, provided the closing sale
price of our common stock during such 30-day period or periods is at least
$5.00. Our right to require purchase by Fusion Capital shall be exercisable
by written notice from us to Fusion Capital prior to the first trading day
of any 30-day period.


Our Termination Rights


Prior to the date on which shares are purchased by Fusion Capital, we shall
have the right to terminate the common stock purchase agreement at any time
for any reason. After the date on which shares are first purchased by
Fusion Capital, if at any time the closing sale price of our common stock
for each of any ten consecutive trading days is below $20.00, we may, at
any time within the next three trading days, give notice to Fusion Capital
exercising our right to terminate the Fusion Capital agreement. Such notice
shall be effective three trading days after Fusion Capital receives such
notice. We may not exercise our termination rights in anticipation of, or
in connection with, a change of control or other major transaction unless
the change of control or other major transaction has been publicly
disclosed for at least 60 trading days.


Effect of Performance of the Fusion Capital
Agreement on USURF America and Our Shareholders


All shares registered in this offering will be freely tradable. It is
anticipated that shares registered in this offering will be sold over a
period of up to 25 months from the date of this prospectus. The sale of a
significant amount of shares registered in this offering at any given time
could cause the trading price of our common stock to decline and to be
highly volatile. Fusion Capital may ultimately purchase all of the shares
of common stock issuable under the Fusion Capital agreement, and it may
sell all of the shares of common stock it acquires upon purchase.
Therefore, the purchases under the Fusion Capital agreement may result in
substantial dilution to the interests of other holders of our common stock.
However, we have the right to block purchases of our common stock and to
require termination of the Fusion Capital agreement, in some cases.


No Short-Selling or Hedging by Fusion Capital


Fusion Capital has agreed that neither it nor any of its affiliates will
engage in any direct or indirect short-selling or hedging of our common
stock during any time prior to the termination of the Fusion Capital
agreement.


Events of Default


Generally, Fusion Capital may terminate the Fusion Capital agreement
without any liability or payment to us upon the occurrence of any of the
following events of default:


-       if for any reason the shares offered by this prospectus cannot be sold
pursuant to this prospectus for a period of 10 consecutive trading days or
for more than an aggregate of 30 trading days in any 365-day period;


-       suspension by the American Stock Exchange of our common stock from
trading for a period of 10 consecutive trading days or for more than an
aggregate of 30 trading days in any 365-day period;


-       our failure to satisfy any listing criteria of the American Stock
Exchange for a period of 10 consecutive trading days or for more than an
aggregate of 30 trading days in any 365-day period;


-       (1) notice from us or our transfer agent to the effect that we or the
transfer agent intends not to comply with a proper request for purchase
under the Fusion Capital agreement of shares of common stock; (2) our
failure to promptly confirm to the transfer agent Fusion Capital's purchase
notice; or (3) the failure of the transfer agent to issue shares of our
common stock promptly upon delivery of a purchase notice;


-       any material breach of the representations or warranties or covenants
contained in the Fusion Capital agreement or any related agreements which
has or which could have a material adverse affect on us subject to a cure
period of 10 trading days;


-       if the number of shares to be issued to Fusion Capital reaches an
aggregate amount that would require shareholder approval under our
principal market regulations (to the extent not  previously obtained and
then required) or otherwise cause us to breach our principal market rules
and regulations;


-       a default of any payment obligation of USURF America in excess of $1.0
million; or


-       commencement of insolvency or bankruptcy proceedings by or against USURF
America.


Certain Shares and Warrants Issued to Fusion Capital


Under the terms of the Fusion Capital agreement Fusion Capital received
800,000 shares as a commitment fee.  These shares may not be sold by Fusion
Capital until the earliest of termination of the Fusion Capital agreement,
default under the Fusion Capital agreement or approximately 25 months from
the date hereof. In connection with the commencement of the Fusion Capital
agreement, we have agreed to issue to Fusion Capital warrants to purchase
215,000 shares of our common stock at anexercise price of $.25 per share,
warrants to purchase 215,000 shares of our common stock at an exercise
price of $.35 per share and warrants to purchase 215,000 shares of our
common stock at an exercise price of $.45 per share.  These warrants are
exercisable by Fusion Capital for a period of five years from the date hereof.


No Variable-Priced Financings


Until the termination of the Fusion Capital agreement, we have agreed not
to issue, or enter into any agreement with respect to the issuance of, any
variable-priced equity or variable-priced "equity-like" securities, unless
we have obtained Fusion Capital's prior written consent.


Holdings of Fusion Capital Upon Termination of the Offering


Because Fusion Capital may sell all, some or none of the common stock
offered by this prospectus, no estimate can be given as to the amount of
common stock that will be held by Fusion Capital upon early termination of
the offering.


Use of Proceeds


We will not receive any of the proceeds from the sale of shares of our
common stock by Fusion Capital; however, we may receive up to $10 million
from the sale of shares to Fusion Capital under the Fusion Capital
agreement. We are registering the shares for sale to provide Fusion Capital
with freely tradable securities, but the registration of these shares does
not necessarily mean that any of these shares will be offered or resold by
Fusion Capital.


Registration Rights Agreement


In connection with the execution of the Fusion Capital agreement, we
executed a registration rights agreement with Fusion Capital, which relates
to the shares of Fusion Stock registered in this offering.  We are required
under the registration rights agreement to register all such shares of our
common stock pursuant to a registration statement and to keep such
registration statement current for purposes of Rule 424 under the
Securities Act, for a period of up to five years.


Finder's Fee


Pursuant to the transactions contemplated by the Fusion Capital agreement,
we have issued, or will be obligated to issue, to our investment banker,
Gruntal & Co., L.L.C., as a finder's fee, 200,000 shares of our common
stock (these shares have been issued) and a total of 161,250 warrants
(these warrants have not been issued).  All of the warrants to be issued to
Gruntal & Co. are exercisable for a period of five years.


In addition to the shares and warrants to be issued to Gruntal & Co., we
will be obligated to pay to Gruntal & Co., as a further finder's fee, a sum
of cash equal to 8% of the gross proceeds obtained by us pursuant to the
Fusion Capital agreement.


The shares of our common stock issued or to be issued to Gruntal & Co.,
including the shares of our common stock underlying the Fusion Capital
warrants to be issued to Gruntal & Co., are included in this offering.
Gruntal & Co. is a named selling shareholder in this prospectus.


                         PLAN OF DISTRIBUTION


7,445,000 shares of common stock offered by this prospectus are being
offered by a selling shareholder, Fusion Capital Fund II, LLC.  The common
stock may be resold or distributed from time to time by Fusion Capital, or
by donees or transferees of, or other successors in interests to, Fusion
Capital, directly to one or more purchasers or through brokers, dealers or
underwriters who may act solely as agents or may acquire such common stock
as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. The sale of the common stock offered by this
prospectus may be effected in one or more of the following methods:


-       ordinary brokers' transactions;


-       transactions involving cross or block trades or otherwise on the
American Stock Exchange;


-       purchases by brokers, dealers or underwriters as principal and resale by
such purchasers for their own accounts pursuant to this prospectus;


-       "at the market" to or through market makers or into an existing market
for the common stock;


-       in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected through agents;


-       in privately negotiated transactions; or


-       any combination of the foregoing.


In order to comply with the securities laws of certain states, if
applicable, the shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the shares may not be
sold unless they have been registered or qualified for sale in such state
or an exemption from such registration or qualification requirement is
available and complied with.


Brokers, dealers, underwriters or agents participating in the distribution
of the shares as agents may receive compensation in the form of
commissions, discounts or concessions from the selling shareholder and/or
purchasers of the common stock for whom such broker-dealers may act as
agent, or to whom they may sell as principal, or both. The compensation
paid to a particular broker-dealer may be less than or in excess of
customary commissions.


Fusion Capital, as a selling shareholder, is an "underwriter" within the
meaning of the Securities Act.  Any broker-dealers who act in connection
with the sale of the shares hereunder may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions they receive
and proceeds of any sale of the shares may be deemed to be underwriting
discounts and commissions under the Securities Act.


Neither we nor Fusion Capital can presently estimate the amount of
compensation that any agent will receive. We know of no existing
arrangements between Fusion Capital, any other shareholder, broker, dealer,
underwriter or agent relating to the sale or distribution of the shares.
At a time a particular offer of shares is made, a prospectus supplement, if
required, will be distributed that will set forth the names of any agents,
underwriters or dealers and any compensation from the selling shareholder
and any other required information.


We will pay all of the expenses incident to the registration, offering and
sale of the shares to the public other than commissions or discounts of
underwriters, broker-dealers or agents. We have also agreed to indemnify
Fusion Capital and related persons against specified liabilities, including
liabilities under the Securities Act.


Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of USURF
America, we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
and is therefore, unenforceable.


Fusion Capital and its affiliates have agreed not to engage in any direct
or indirect short selling or hedging of our common stock during the term of
the Fusion Capital agreement.


We have advised Fusion Capital that while it is engaged in a distribution
of the shares included in this prospectus it is required to comply with
Regulation M promulgated under the Securities Exchange Act of 1934, as
amended. With certain exceptions, Regulation M precludes Fusion Capital,
any affiliated purchasers, and any broker-dealer or other person who
participates in such distribution from bidding for or purchasing, or
attempting to induce any person to bid for or purchase any security which
is the subject of the distribution until the entire distribution is
complete. Regulation M also prohibits any bids or purchases made in order
to stabilize the price of a security in connection with the distribution of
that security. All of the foregoing may affect the marketability of the
shares offered hereby this prospectus.


This offering will terminate on the earlier of (1) the date on which the
shares are eligible for resale without restrictions pursuant to Rule 144(k)
under the Securities Act or (2) the date on which all shares offered by
this prospectus have been sold by the selling shareholder.


Fusion Capital


6,800,000 shares of our common stock and 645,000 shares of our common stock
underlying warrants to be issued to Fusion Capital upon commencement of the
Fusion Capital agreement are being offered for sale by Fusion Capital, a
selling shareholder.  Under the Fusion Capital agreement, Fusion Capital
agreed to purchase up to $10 million of our common stock. The purchase
price of our common stock is based upon the future market price of our
common stock. We will implement the Fusion Capital agreement with Fusion
Capital, after the registration statement of which this prospectus is a
part is effective.


We estimate that the maximum number of shares we will sell to Fusion
Capital under the Fusion Capital agreement will be 6,000,000. We have the
right under certain conditions to suspend and/or terminate that agreement
without any payment or liability to Fusion Capital.  The Fusion Capital
agreement is described above in detail under the heading "The Financing
Transaction".


Notwithstanding the limitations set forth in the Fusion Capital agreement,
if Fusion Capital were to purchase all of the common stock issuable in the
first tranche of the Fusion Capital agreement, the 6,000,000 shares
purchased, together with the 800,000 shares issued as a commitment fee and
the 645,000 shares issuable to Fusion Capital upon exercise of warrants
issued to it, Fusion Capital would, on a fuly-diluted basis, beneficially
own approximately 27.5% of our then-outstanding common stock. All of these
shares are deemed to be beneficially owned by Steven G. Martin and Joshua
B. Scheinfeld, the principals of Fusion Capital. Messrs. Martin and
Scheinfeld have shared voting and dispositive power of the shares being
offered pursuant to this prospectus.


All Selling Shareholders


The selling shareholder stock not attributable to Fusion Capital is being
offered for sale by the other selling shareholders listed below under the
heading "Selling Shareholders".  These selling shareholders will receive
the proceeds from the sales of their respective shares of the selling
shareholder stock.  These shares of selling shareholder stock may be sold
by them, from time to time, in the same manner or manner as the shares of
Fusion Capital stock, in the discretion of these selling shareholders.  At
the time a particular offer of shares of the selling shareholder stock is
made by or on the behalf of a selling shareholder, a prospectus and, to the
extent required, a prospectus supplement, is required to be distributed.


We know of no existing arrangements between any selling shareholder, any
other shareholder, broker, dealer, underwriter or agent relating to the
sale or distribution of their respective shares.  Neither we nor any
selling shareholder can presently estimate the amount of compensation that
any agent will receive.  At a time a particular offer of shares of the
selling shareholder stock is made, a prospectus supplement, if required,
will be distributed that will set forth the names of any agents,
underwriters or dealers and any compensation from a selling shareholder and
any other required information.  We will pay all of the expenses incident
to the registration, offering and sale of the shares of selling shareholder
stock to the public other than commissions or discounts of underwriters,
broker-dealers or agents.  USURF America has also agreed to indemnify
Fusion Capital and the other selling shareholders and related persons
against specified liabilities, including liabilities under the Securities
Act.  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of USURF America, we have been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.


We have advised the selling shareholders, including Fusion Capital, that
while they are engaged in a distribution of shares of our common stock
included in this prospectus, they are required to comply with Regulation M
promulgated under the Exchange Act.  With certain exceptions, Regulation M
precludes the selling shareholders, any affiliated purchasers and any
broker-dealer or other person who participates in such distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the
entire distribution is complete.  Regulation M also prohibits any bids or
purchases made in order to stabilize the price of a security in connection
with the distribution of that security.  All of the foregoing may affect
the marketability of the shares of our common stock offered by this
prospectus.  This offering will terminate on the earlier of (A) the date on
which all of the shares of selling shareholder stock are eligible for
resale without restrictions pursuant to Rule 144(k) under the Securities
Act or (B) the date on which all shares of the selling shareholder stock
offered by this prospectus have ben sold by the selling shareholders.


                         SELLING SHAREHOLDERS


The following table assumes that each selling shareholder is offering for
sale shares of common stock previously issued or issuable by us.  We have
agreed to pay all expenses in connection therewith (other than brokerage
commissions and fees and expenses of counsel of the respective selling
shareholders).  Except for Michael Cohn and Darrell Davis, none of the
selling shareholders has ever held any position with us or had any other
material relationship with us.  The following table sets forth the
beneficial ownership of the shares of the selling shareholder stock by each
person who is a selling shareholder.  We will not receive any proceeds from
the sale of the selling shareholder stock by the selling shareholders.


                           Shares of     Shares of
                           Common        Common
                           Stock         Stock           Percentage Owned
                           Beneficially  Being        Before           After
Name of Beneficial Owner   Owned         Offered      Offering(1)
Offering(2)
------------------------   ------------  -------      -----------
-----------


Jeanne Rowzee                 30,000        10,000         *             *
Albert Gottlieb               30,000        10,000         *             *
Rogers Family Trust           45,000        15,000         *             *
Delaware Charter Guarantee
 & Trust Company f/b/o
 Clarence Yim IRA             60,000        20,000         *             *
Delaware Charter Guarantee
 & Trust Company f/b/o
 R. Logan Kock IRA            60,000        20,000         *             *
H + N Partners               113,334(3)    113,334         *             0%
Centex Securities, Inc.       12,143(3)     12,143         *             0%
Terry Lewis                   21,857        21,857         *             0%
Michael Cohn                 209,000(4)    130,000        1.03%          *
Walter C. Schiller            20,000(5)     10,000         *             *
Michael R. Van Geons          20,000(5)     10,000         *             *
Harry P. Kunecki Trust        10,000(6)      5,000         *             *
Frank L. Leyba                10,000(6)      5,000         *             *
Shelter Capital, Ltd.        658,000(7)    633,000        3.24%          *
Walter Engler                 30,000(8)     20,000         *             *
CyberHighway of North
  Georgia, Inc.               73,000        20,000         *             *
Darrell Davis and
 Deanna Davis                 55,000        21,000         *             *
Roger Davis and
 Gloria Davis                 30,000         9,000         *             *
Peter Rochow                 390,000       390,000        1.92%          0%
Victor Nostas                 90,000        90,000         *             0%
John Faessel                  90,000        90,000         *             0%
JF Mills/Worldwide             6,000         6,000         *             0%
The Research Works, Inc.      60,000(3)     60,000         *             0%
Cyber Mountain, Inc.          25,000        25,000         *             0%
Gordon Engler                 10,000(6)     10,000         *             0%
Annie Rochow                  10,000(6)     10,000         *             0%
Eden Park Homes Ltd.          10,000(6)     10,000         *             0%
G. Paul Dumas                 10,000(6)     10,000         *             0%
Daniel E. Pisenti             10,000(6)     10,000         *             0%
Wolfgang and Helga Rochow     10,000(6)     10,000         *             0%
Geoffrey Page Flett           10,000(6)     10,000         *             0%
Donald Rayburn                12,000(9)     12,000         *             0%
Knud Nielsen, III            202,500       202,500         *             0%
James Halford, Esquire        23,750        23,750         *             0%
Saltco                        23,750        23,750         *             0%
Fair Market, Inc.            300,000       300,000        1.48%          0%
Marcus Merrick & Montgomery   10,000        10,000         *             0%
Fusion Capital Fund
 II, LLC                   7,445,000(10)(11) 7,445,000   36.72%          0%
Gruntal & Co., L.L.C.        611,250(12)   361,250        3.01%          *
Patrick F. McGrew            100,000       100,000         *             0%
Newlan & Newlan              798,076       500,000        3.93%          *
Gestalt Corporation          100,000       100,000         *             0%
Anchor House Ltd.            400,000       400,000        1.97%          0%
____________
(1) Based on 20,276,997 shares outstanding, assuming the issuance of a
total of 1,674,227 shares of common stock that can be acquired by any
person pursuant to any option, warrant or other right within 60 days of the
date of this prospectus, all of which are deemed outstanding for the
purpose of computing the percentage of existing shares beneficially owned
by each person listed, but prior to the issuance of 6,000,000 shares of our
common stock pursuant to the Fusion Capital agreement and 806,250 shares
underlying the Fusion Capital warrants to be issued in connection with that
agreement.
(2)  Based on 27,083,247 shares outstanding, assuming the issuance of all
1,674,227 shares of common stock that can be acquired by any person
pursuant to any option, warrant or other right within 60 days of the date
of this prospectus, all of which are deemed outstanding for the purpose of
computing the percentage of existing shares beneficially owned by each
person listed, and assuming the issuance of a total of 6,000,000 shares of
our common stock pursuant to the Fusion Capital agreement, as well as a
total of 806,250 shares underlying warrants to be issued in connection with
that agreement.
(3) All of these shares underlie currently exercisable warrants; none of
these shares has been issued.
(4) 80,000 of these shares underlie currently exercisable warrants.
(5) 10,000 of these shares underlie currently exercisable warrants.
(6) 5,000 of these shares underlie currently exercisable warrants.
(7) 424,000 of these shares underlie currently exercisable warrants.
(8) 10,000 of these shares underlie currently exercisable warrants.
(9) 6,000 of these shares underlie currently exercisable warrants.
(10) 645,000 of these shares underlie warrants to be issued within five
days of the date of this prospectus and all of which will be exercisable
upon their issuance.
(11) 800,000 of these shares may not be sold by Fusion Capital until the
earliest of termination of the Fusion Capital agreement, default under the
Fusion Capital agreement or approximately 25 months from the date hereof.
(12) 161,250 of these shares underlie warrants to be issued within five
days of the date of this prospectus and all of which will be exercisable
upon their issuance.


                          DESCRIPTION OF SECURITIES


Authorized Capital Stock


Our authorized capital stock consists of 100,000,000 shares of common
stock, $.0001 par value per share.  The following description of certain
provisions of our common stock does not purport to be complete and is
subject to, and qualified in its entirety by, the provisions of the our
Articles of Incorporation, as amended.


Description of Common Stock


There are 18,602,770 shares of our common stock outstanding.  An additional
2,480,447 shares of common stock have been reserved for issuance pursuant
to various warrants and the Fusion Capital agreement.  Each share of common
stock is entitled to one vote at all meetings of shareholders.  All shares
of common stock are equal to each other with respect to liquidation rights
and dividend rights.  There are no preemptive rights to purchase any
additional shares of common stock, nor are there any subscription,
conversion or redemption rights applicable to the common stock.  Our
Articles of Incorporation, as amended, prohibit cumulative voting in the
election of directors.  The absence of cumulative voting means that holders
of more than 50% of the shares voting for the election of directors can
elect all directors if they choose to do so.  In such event, the holders of
the remaining shares of common stock will not be entitled to elect any
director.  A majority of the shares entitled to vote, represented in person
or by proxy, constitutes a quorum at a meeting of shareholders.  In the
event of liquidation, dissolution or winding up, holders of shares of
common stock will be entitled to receive, on a pro rata basis, all assets
remaining after satisfaction of all liabilities.  All outstanding shares of
common stock are fully paid and non-assessable.


Transfer Agent and Registrar


Securities Transfer Corporation, Dallas, Texas, is the transfer agent and
registrar for our common stock.


                                LEGAL MATTERS


The law firm of Newlan & Newlan, Lewisville, Texas, has acted as our legal
counsel in connection with the registration statement of which this
prospectus forms a part and related matters.  The partners of the firm of
Newlan & Newlan own a total of 798,076 shares of our common stock.


                                  EXPERTS


Our financial statements for the year ended December 31, 1999, as indicated
in the report thereon,  that appear in this prospectus have been audited by
Postlethwaite & Netterville, independent auditor.  The financial statements
audited by Postlethwaite & Netterville, have been included in reliance on
its reports given as its authority as an expert in accounting and auditing.


Our financial statements for the years ended December 31, 1998 and 1997, as
indicated in the report thereon, that appear in this prospectus have been
audited by Weaver and Tidwell, L.L.P., independent auditor.  The financial
statements audited by Weaver and Tidwell, L.L.P., have been included in
reliance on its reports given as its authority as an expert in accounting
and auditing.


On January 11, 2000, Weaver and Tidwell, L.L.P. was dismissed as our
independent auditor.


                            ABOUT THIS PROSPECTUS


This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process.  Under this shelf process, the
selling shareholders, including Fusion Capital may sell up to an aggregate
of 11,594,584 shares of our common stock in one or more offerings.  This
prospectus and any applicable prospectus supplement provided to you should
be considered together with the additional information described under the
heading "Where You Can Find More Information".  The registration statement
that contains this prospectus (including exhibits to the registration
statement) contains additional information about our company and the
securities offered by this prospectus.  That registration statement can be
read at the SEC web site or at the SEC offices mentioned under the heading
"Where You Can Find More Information".


                       WHERE YOU CAN FIND MORE INFORMATION


We have filed a registration statement on Form S-1 (including its exhibits
and schedules) with the SEC under the Securities Act with respect to our
common stock to be sold in this offering.  This prospectus, which is part
of the registration statement, does not contain all of the information
included in the registration statement.  Certain information is omitted and
you should refer to the registration statement and its exhibits.  With
respect to references made in this prospectus to any contract, agreement or
other document of USURF America, such references are not necessarily
complete and you should refer to the exhibits attached to the registration
statement for copies of the actual contract, agreement or other document.
You may review a copy of the registration statement, including exhibits, at
the SEC's public reference room at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
SEC located at Seven World Trade Center, Suite 1300, New York, New York
10048, or at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.  Please call 1-800-SEC-0330 for further information about
the operation of the public reference rooms.  The registration statement
and our other SEC filings can also be reviewed by accessing the SEC's
Internet site at http://www.sec.gov, which contains reports, proxy and
information statements and other information regarding registrants that
file electronically with the SEC.


We file annual, quarterly and current reports, proxy statements and other
information with the SEC.  You may read and copy any reports, statements or
other information on file at the public reference rooms.  You can also
request copies of these documents, for a copying fee, by writing to the SEC.


We will furnish our shareholders with annual reports containing financial
statements audited by our independent auditors and to make available to our
shareholders quarterly reports containing unaudited financial data for the
first three quarters of each fiscal year.



                        INDEX TO FINANCIAL STATEMENTS


Consolidated Balance Sheets at September 30, 2000 (unaudited),
   and December 31, 1999 (audited)
Consolidated Statements of Operations for the Three Months
   Ended September 30, 2000 and 1999, and the Nine Months
   Ended September 30, 2000 and 1999
Consolidated Statements of Cash Flows for the Nine Months
   Ended September 30, 2000 and 1999
Notes to Consolidated Financial Statements
Report of Independent Auditor
Consolidated Balance Sheets at December 31 1999 and 1998
Consolidated Statements of Operations for the Years Ended
   December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Stockholders' Equity
   for the Years Ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements




           USURF AMERICA, INC. AND SUBSIDIARIES


                CONSOLIDATED BALANCE SHEETS



                            12/31/99          9/30/00
                            (audited)       (unaudited)


ASSETS


CURRENT ASSETS
   Cash and cash
    equivalents            $    75,313       $   81,902
   Accounts receivable
    - net                       59,098           65,830
   Inventory                    21,207           32,150
   Prepaid expenses and
    other current assets         5,500           55,154
                            ----------       ----------


      Total current
       assets                 161,118           202,886


PROPERTY AND EQUIPMENT,
   Cost                      1,501,233        1,725,239
   Less: accumulated
    depreciation              (421,786)        (620,825)
                            ----------       ----------


                             1,079,447        1,104,414
                            ----------       ----------


INVESTMENTS                     68,029           68,029
                            ----------       ----------


OTHER ASSETS
   Acquired customer
    base - net              11,764,650        7,816,572
   Goodwill - net            5,681,992        3,843,275
   Other intangibles
    - net                      782,580          850,479
   Other assets                  7,353            7,853
                            ----------       ----------


                            18,236,575       12,518,179
                            ----------       ----------


      Total assets         $19,545,169      $13,894,508


LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
   Notes payable -
    current portion              5,910                0
   Accounts payable            363,665          782,273
   Accrued payroll             118,157          231,186
   Other current liabilities   216,650          201,459
   Property dividends
    payable                     43,750           43,750
   Accrued interest to
    stockholder                 29,741                0
   Notes payable to
    stockholder                356,239                0
   Deferred revenue             87,538          102,026
                            ----------       ----------


      Total current
       liabilities           1,221,650        1,360,694


LONG-TERM LIABILITIES
   Deferred income tax       3,883,210        3,173,729
                            ----------       ----------


         Total
          liabilities        5,104,860        4,534,423
                            ----------       ----------


STOCKHOLDERS' EQUITY
   Common stock, $.0001
    par value; Authorized:
    100,000,000; Issued
    and Outstanding:
    12,786,116 shares at
    December 31, 1999,
    and 14,571,038 shares
    at September 30, 2000        1,279            1,457
   Additional paid-in
    capital                 28,918,638       32,645,830
   Accumulated deficit     (12,616,830)     (21,687,832)
   Subscriptions
    receivable                    (860)          (5,860)
   Deferred consulting      (1,861,918)      (1,592,510)
                            ----------       ----------


                            14,440,309        9,361,083
                            ----------       ----------


TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY       $19,545,169      $13,894,508



<PAGE>


               USURF AMERICA, INC. AND SUBSIDIARIES


              CONSOLIDATED STATEMENTS OF OPERATIONS


                Three Months Ended        Nine Months Ended
                    September 30,            September 30,
                2000          1999        2000          1999
                    (unaudited)               (unaudited)


REVENUES
 Internet
  access
  and web
  site
  devel-
  opment
  revenues   $   598,837   $ 781,282  $ 1,821,550  $2,047,364
 Internet
  access
  costs and
  cost of
  goods sold    (142,152)  (216,021)    (811,452)   (687,895)
              ----------    ---------   ----------   ---------


   Gross
    profit       456,685      565,261    1,010,098   1,359,469
              ----------    ---------   ----------   ---------


OPERATING EXPENSES
 Depre-
  ciation
  and amor-
  tization     2,323,562    2,086,017    6,843,089   5,433,339
  Profes-
  sional fees    889,157      381,879    2,105,852   1,212,366
  Rent            32,000       35,920      161,298      88,837
  Salary
   and
   commis-
   sions         890,334      369,276    1,701,223     979,291
  Contract
   services            0       64,839            0      64,839
  Advertising     66,787       35,024       85,782      88,273
  Other           79,612       95,718      576,527     284,929
              ----------    ---------   ----------   ---------
    Total
     Oper-
     ating
     Expen-
     ses       4,281,452    3,068,673   11,473,771   8,151,874
              ----------    ---------   ----------   ---------


LOSS
 FROM
 OPERATIONS   (3,824,767)  (2,503,417) (10,463,673) (6,792,405)
OTHER
 INCOME
 (EXPENSE)
  Other
   income-net     (6,065)           0          553           0
  Interest
   expense       (15,350)      (3,725)     (36,782)     (9,758)
              ----------   ----------   ----------   ---------


LOSS BEFORE
 INCOME TAX   (3,846,182)  (2,507,137) (10,499,902) (6,802,163)


INCOME TAX
 BENEFIT         481,673      448,347    1,434,865   1,182,718
              ----------   ----------   ----------   ---------


   NET
    LOSS      (3,364,509)  (2,058,790)  (9,065,037) (5,619,445)


   Net loss
    per
    common
    share        (0.25)        (0.17)       (0.68)       (0.51)


   Weighted
    average
    number of
    shares
    outstand-
    ing        13,367,868   11,784,748   13,207,279  11,034,764



<PAGE>




             USURF AMERICA, INC. AND SUBSIDIARIES


            CONSOLIDATED STATEMENTS OF CASH FLOWS


                       Nine Months Ended   Nine Months Ended
                           9/30/00             9/30/99
                         (unaudited)         (unaudited)


CASH FLOWS FROM
OPERATING ACTIVITIES
 Net loss               $(9,065,037)        $(5,619,445)


 Adjustment to
  reconcile net loss
  to net cash used
  in operating
  activities
   Depreciation and
    amortization          6,843,089           5,433,339
   Consulting fees
    recognized            2,105,852           1,125,173
   Compensation expense      48,000                   0
   Deferred income
    taxes                (1,434,865)         (1,183,920)
 Changes in operating
  assets and liabilities:
   Due from affiliate             0              (1,614)
   Loss on disposal               0                 280
   Accounts receivable       65,830            (126,941)
   Inventory                 32,150              38,575
   Other assets and
    liabilities              46,601             (38,420)
   Deferred revenue          14,488               9,446
   Accounts payable         782,273             (91,584)
   Prepaid expenses          (8,553)             (8,773)
   Accrued payroll          231,186                   0
   Other current
    liabilities             (16,829)                  0
   Accrued expenses               0              35,551
   Customer deposits              0               1,787
   Taxes payable                  0                 731
                         ----------          ----------


     Net cash used
      in operating
      activities           (355,815)           (425,815)
                         ----------          ----------


CASH FLOWS FROM
INVESTING ACTIVITIES
 Proceeds on disposal
 of fixed assets                  0              15,090
 Cash acquired in
  acquisitions                7,704             180,812
 Capital expenditures      (408,187)           (389,822)
                         ----------          ----------


    Net cash used
     in investing
     activities            (400,483)           (193,920)
                         ----------          ----------


CASH FLOWS FROM
FINANCING ACTIVITIES
 Payments on notes
   payable                        0             (55,673)
 Payments on capital
   lease obligations                0                      (722)
 Increase in note payable
   to stockholder                           0              62,000
 Proceeds from note payable
   to shareholder           539,890                   0
Issuance of common stock
   for money                240,000             395,000
 Warrants exercise                0             337,321
 Payment on note
  payable to stockholder    (11,093)            (10,000)
                         ----------          ----------


    Net cash provided
     by financing
     activities             762,887             727,926
                         ----------          ----------


    Net increase
     (decrease)
     in cash and
     cash equivalents        (6,589)            172,804


Cash and cash equi-
 valents, beginning
 of period                   75,313               7,232


Cash and cash equi-
 valents, end of period      81,902             180,036



SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND OTHER CASH FLOW INFORMATION


Nine Months Ended September 30, 2000:


  -  In January 2000, the Company entered into a one-year
     legal and business consulting services agreement, by
     issuing 100,000 shares of stock valued at $300,000.


  -  In January 2000, the Company entered into a one-year
     business and communications consulting services
     agreement, by issuing 60,000 shares of stock valued at
     $180,000.


  -  In February 2000, the Company acquired all of the stock
     of The Spinning Wheel, Inc., by issuing 81,063 shares
     of stock valued at $324,252.  This acquisition was
     accounted for as a purchase business combination.


  -  In February 2000, the Company acquired all of the
     ownership interests of Internet Innovations, L.L.C.,
     by issuing 50,000 shares of stock valued at $437,500.
     This acquisition was accounted for as a purchase
     business combination.


  - In April 2000, the Company issued a total of 60,000 shares
    of stock under two separate consulting agreements, which
    shares were valued at $210,000.


  - In April 2000, the Company issued 100,000 shares of stock
    under a consulting agreement, which shares were valued
    at $725,000.


  - In July 2000, the Company issued 250,000 shares of stock
    under an investment banking agreement, which shares were
    valued at $375,000.


  - In August 2000, the Company issued 774,162 shares of stock
    in payment of indebtedness in the amount of $967,703.


Nine Months Ended September 30, 1999:


  -  In January 1999, the Company acquired all of the stock
     of CyberHighway, Inc. by issuing 2,000,000 shares of
     stock valued at approximately $16,000,000.  In
     addition, 325,000 shares were issued in payment of a
     finder's fee arising out of this acquisition, which
     shares were valued at approximately $2,600,000.  This
     acquisition was accounted for as a purchase business
     combination.


  -  In June 1999, the Company acquired all of the stock of
     Santa Fe Trail Internet Plus, Inc. by issuing 100,000
     shares of stock valued at $400,000.  This acquisition
     was accounted for as a purchase business combination.



<PAGE>


                    USURF AMERICA, INC.


          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (Unaudited)


Note 1.  Nature of Business, Organization and
          Basis of Presentation


Basis of Presentation


USURF America, Inc. (USURF), formerly Internet Media Corporation, was
incorporated as Media Entertainment, Inc. in the State of Nevada on
November 1, 1996.  USURF currently operates as an internet service provider
(ISP), in the inter-mountain west region of the United States, with primary
operations in Boise, Idaho. USURF's original purpose was to operate as a
holding company in the wireless cable television and community (low power)
television industries, as well as other segments of the communications
industry.  Until January 1999, USURF was in the development stage. In 1998,
USURF changed its focus to concentrate in the wireless Internet
communications industry.  USURF later ceased efforts to develop the
wireless cable and low power television business areas and assigned all of
its assets from the low power television activities to New Wave Media Corp.
in exchange for a 15% ownership interest in New Wave Media Corp.


Effective December 31, 1996, USURF acquired all of the outstanding common
stock of Winter Entertainment, Inc., a Delaware corporation incorporated on
December 28, 1995 (WEI), and Missouri Cable TV Corp., a Louisiana
corporation incorporated on October 9, 1996 (MCTV).  WEI operates a
community television station in Baton Rouge, Louisiana; MCTV owns wireless
cable television channels in Poplar Bluff, Missouri, which system has been
constructed and is ready for operation, and Lebanon, Missouri.  Effective
October 8, 1998, USURF formed Santa Fe Wireless Internet, Inc. (Santa Fe),
a New Mexico corporation, to hold the assets acquired from Desert Rain
Internet Services.  Santa Fe was organized to provide wireless Internet
access.  The acquisition of WEI and MCTV by USURF was accounted for as a
reorganization of companies under common control.  The assets and
liabilities acquired were recorded at historical cost in a manner similar
to a pooling of interests.  The acquisition of Santa Fe was accounted for
as a purchase whereby cost is allocated to the assets acquired.


On January 29, 1999, USURF acquired all the stock of CyberHighway, Inc., a
Boise, Idaho-based ISP, by issuing 2,000,000 shares of stock valued at
approximately $15,940,000.  In addition, 325,000 shares of common stock
were issued in payment of a finder's fee arising out of this acquisition.
This acquisition fundamentally altered USURF's outlook, providing USURF
with an extensive dial-up customer base, as well as
technologically-advanced operations facilities and immediate access to
customers in internet services markets dominated by CyberHighway-owned or
affiliate Internet service providers.  This acquisition was accounted for
as a purchase business combination


In June 1999, USURF acquired all the stock of Santa Fe Trail Internet Plus,
Inc. ("Trail"), a Santa Fe, New Mexico-based ISP, by issuing 100,000 shares
of stock valued at approximately $400,000.  This acquisition was accounted
for as a purchase business combination.


In July 1999, USURF acquired all of the stock of Premier Internet Services,
Inc. ("PISI"), an Idaho-based ISP, by issuing 127,000 shares of stock
valued at approximately $508,000.  This acquisition was accounted for as a
purchase business combination.


In August 1999, USURF acquired the www.usurf.com domain by issuing 150,000
shares of stock valued at approximately $863,000.  This acquisition was
accounted for as a purchase business combination.


In November 1999, USURF acquired the customer base of Cyber Mountain, Inc.
("CMI"), a Denver, Colorado-based ISP,  by issuing 25,000 shares of stock
valued at approximately $100,000.  This acquisition was accounted for as a
purchase business combination.


In December 1999, USURF acquired a portion of the ISP-related equipment and
customer base of Cyber Highway of North Georgia, Inc. ("CHGA"), a Demorest,
Georgia-based ISP,  by issuing 53,000 shares of stock valued at
approximately $212,000.  This acquisition was accounted for as a purchase
business combination.


In February 2000, USURF acquired all of the stock of The Spinning Wheel,
Inc. ("Wheel"), an Idaho-based ISP, by issuing 81,63 shares of stock valued
at approximately $324,252.  This acquisition was accounted for as a
purchase business combination.


In February 2000, USURF acquired all of the ownership interests of Internet
Innovations, L.L.C. ("IILLC"), a Louisiana-based Internet design firm, by
issuing 50,000 shares of stock valued at approximately $437,500.  This
acquisition was accounted for as a purchase business combination.


Principles of Consolidation


The accompanying consolidated financial statements include all the accounts
of USURF and all wholly owned subsidiaries. Intercompany transactions and
balances have been eliminated in the consolidation.

Loss Per Common Share


Basic loss per common share has been computed by dividing the net loss by
the weighted average number of shares of common stock outstanding
throughout the period.


Goodwill and Other Intangible Assets


Goodwill and other intangible assets, primarily acquired customer bases,
are stated on the basis of cost and are amortized, principally on a
straight-line basis, over the estimated future periods to be benefited
(generally 3 years).  Goodwill and other intangible assets are periodically
reviewed for impairment to ensure they are appropriately valued. Conditions
which may indicate an impairment issue exists include a negative economic
downturn or a change in the assessment of future operations.  In the event
that a condition is identified which may indicate an impairment issue
exists, an assessment is performed using a variety of methodologies,
including cash flow analysis, estimates of sales proceeds and independent
appraisals.  Where applicable, an appropriate interest rate is utilized,
based on location specific economic factors.


Note 2.  Interim Consolidated Financial Statements


In the opinion of management, the accompanying consolidated financial
statements for the nine months ended September 30, 2000 and 1999, reflect
all adjustments (consisting only of normal recurring adjustments) necessary
to present fairly the financial condition, results of operations and cash
flows of USURF, including subsidiaries, and include the accounts of USURF
and all of its subsidiaries.  All material inter-company transactions and
balances are eliminated.


The financial statements included herein have been prepared by USURF,
without audit, pursuant to the rules and regulations of the SEC.  Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations.  It is suggested that these unaudited financial statements be
read in conjunction with the financial statements and notes thereto
included in USURF's Annual Report on Form 10-KSB for the year ended
December 31, 1999, as filed with the SEC.  Certain reclassifications and
adjustments may have been made to the financial statements for the
comparative period of the prior fiscal year to conform with the 2000
presentation.  The results of operations for the interim periods are not
necessarily indicative of the results to be obtained for the entire year.


Note 3.  Net 1, Inc. Acquisition; Subsequent Rescission


On August 23, 1999, the Company acquired Net 1, Inc. (Net 1) in a business
combination accounted for as a purchase.  Net 1 is primarily engaged as an
ISP in Alabama.  In September, 1999 the Company tendered the shares of
capital stock obtained in the acquisition of Net 1 for rescission of the
transaction.  However, legally the Company was still the owner of the
outstanding shares of Net 1 at December 31, 1999, and is required by
generally accepted accounting principles to record Net 1 as a wholly owned
subsidiary from the date of acquisition.


It was discovered during the arbitration proceedings that no activity
occurred in the newly acquired subsidiary, Net 1, after the acquisition.
The customer base was moved to an unrelated company by a former owner, and
all activity was transacted in the unrelated company.  Therefore, no
revenues or expenses were incurred by Net 1 from the date of acquisition,
August 23, 1999 through December 31, 1999.


The total cost of the acquisition was $1,164,561, which exceeded fair value
of the net assets of Net 1 by $1,164,561.  The excess was deemed to be
impaired at December 31, 1999 due to the change in the operating
environment and was recorded in the accompanying financial statements as an
impairment loss.


On October 12, 2000 the acquisition of Net 1 was rescinded.  Included in
the terms of the settlement agreement was the return of  the 250,000 shares
issued in the original transaction to the Company. The Company then issued
250,000 shares of stock in settlement of the arbitration.  The agreement
also called for one of the former owners to assume a $50,000 liability,
that was recorded by USURF upon the acquisition.  The total gain on the
recission of the transaction was approximately $950,000 and will be
recognized in the December 31, 2000 financial statements.


Note 4.  Acquisitions


Effective December 31, 1996, USURF acquired WEI and MCTV by issuing
2,157,239 shares of common stock in exchange for all the common stock of
each company.  The majority shareholder of USURF was also the sole
shareholder of WEI and the majority shareholder of MCTV. Therefore, the
acquisitions have been accounted for at historical cost in a manner similar
to a pooling of interests.  The consolidated statement of operations
includes USURF and its predecessors WEI and MCTV from inception of WEI.


Effective January 29, 1999, USURF acquired CyberHighway, which acquisition
has been accounted for as a purchase and not as a pooling of interests.


Effective June 2, 1999, USURF acquired Trail, which acquisition has been
accounted for as a purchase and not as a pooling of interests.


Effective August 14, 1999, USURF acquired usurf.com, which acquisition has
been accounted for as a purchase and not as a pooling of interests.


Effective August 20, 1999, USURF acquired Net 1, which, subsequent to
September 30, 2000, was rescinded.  As described in Note 3, none of the
operating data or balance sheet data associated with Net 1 is presented.
(See Note 7).


Effective August 30, 1999, USURF acquired PISI, which acquisition has been
accounted for as a purchase and not as a pooling of interests.


Effective November 2, 1999, the Company acquired the customer base of CMI,
which acquisition has been accounted for as a purchase and not as a pooling
of interests.


Effective December 20, 1999, USURF acquired a portion of the ISP-related
equipment and customer base of CHGA, which acquisition has been accounted
for as a purchase and not as a pooling of interests.


Effective February 1, 2000, USURF acquired all of the stock of Wheel, which
acquisition has been accounted for as a purchase and not as a pooling of
interests.


Effective February 16, 2000, USURF acquired all of the ownership interests
of IILLC, which acquisition has been accounted for as a purchase and not as
a pooling of interests.


Note 5.  Note Repayment to Stockholder


On August 21, 2000, the Company's president agreed to convert all $967,703
owed to him into shares of common stock at the rate of one share for each
$1.25 of indebtedness cancelled.


Note 6.  Stock Issuances


During the three months ended September 30, 2000, USURF issued shares of
common stock, as follows:


A.  In July 2000, 250,000 shares were issued pursuant to an investment
banking agreement, which shares were valued at a price of $1.50 per share,
or $375,000 in the aggregate.


B.  In September 2000, 774,162 shares were issued in payment of
indebtedness owed to the Company's president, which shares were valued at a
price of $1.25 per share, or $967,703 in the aggregate.


Note 7.  Commitments and Contingencies


In September l999, USURF tendered the shares of capital stock obtained in
the acquisition of Net 1 (see Note 2) for rescission of the transaction.
USURF had intended to commence arbitration to pursue its rescission claim.
However, one of the former owners of Net 1, instituted arbitration, through
the American Arbitration Association, and sought to enforce certain
registration rights associated with a portion of the shares of USURF's
common stock received by him in the acquisition transaction.


USURF asserted the rescission claim as a counterclaim in the pending
arbitration proceeding.  The counterclaim was made against Net 1 and its
former owners, wherein USURF sought to rescind the acquisition transaction
that occurred in August 1999, and recover the 250,000 shares of common
stock issued.


The Net 1 acquisition transaction was, in fact, rescinded in October 2000.


Note 8. CyberHighway Subsidiary Involuntary Bankruptcy
          Proceeding


An involuntary bankruptcy petition was filed against CyberHighway in
September, 2000.  CyberHighway contested the petition and filed a motion to
dismiss on October 23, 2000.  On November 29, 2000 the parties entered into
a Settlement agreement to withdraw the petition.  The petitioners have
moved the Court to dismiss the petition in January, 2001.  The Court has
not ruled as of the date of this note to the financial statements.


Note 9.  Subsequent Events


A.  In October 2000, the Company entered into a $10 million common stock
purchase agreement with Fusion Capital Fund II, LLC.  The Company can begin
to sell stock under this agreement at such time as it has completed a
registration statement with respect thereto.  This registration statement
has been filed with the SEC.  No prediction can be made as to when the
registration statement will be declared effective.  In January 2001,
800,000 shares were issued to Fusion Capital as a commitment fee under this
agreement


B.  In October 2000, the Company issued 450,000 shares under a consulting
agreement.  These shares were valued at approximately $.80 per share, or
approximately $360,000.


C.  In November 2000, the Company issued 100,000 shares under a consulting
agreement.  These shares were valued at approximately $.50 per share, or
approximately $50,000.  Also under this consulting agreement, the Company
issued a warrant to purchase up to 35,000 shares of stock at an exercise
price of $1.00 per share.


D. In December 2000, the Company sold 400,000 shares for a purchase price
of $.20 per share, a total of $80,000.  The proceeds from this stock sale
were applied to accounting fees and working capital.  In connection with
this transaction, the Company issued, as a finder's fee, 40,000 shares and
a warrant to purchase 380,000 shares at an exercise price of $.20 per share.


E.  In December 2000, the Company issued a total of 1,400,000 to certain
officers (500,000 shares) and consultants, including legal counsel (900,000
shares), all of which were valued at $.25 per share, the last closing price
for the common stock prior to the board of directors' action, as reported
by the American Stock Exchange.



<PAGE>




INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
USURF America, Inc. and Subsidiaries
Baton Rouge, Louisiana



We have audited the accompanying consolidated balance sheet of USURF
America, Inc. (formerly Internet Media Corporation) and Subsidiaries as of
December 31, 1999, and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.  The consolidated
balance sheet of USURF America, Inc. and Subsidiaries as of December 31,
1998, and the consolidated statements of operations, changes in
stockholders' equity, and cash flows for the years ended December 31, 1998
and 1997, were audited by other auditors whose report dated April 9, 1999,
on those statements included an explanatory paragraph that raised
substantial doubt about the Company's ability to continue as a going concern.


We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement
presentation.  We believe that our audit provides a reasonable basis for
our opinion.


In our report dated April 8, 2000, we expressed an opinion that the
December 31, 1999 financial statements did not fairly present financial
position, results of operations, and cash flows in conformity with
generally accepted accounting principles because of a departure from those
principles: the financial statements did not include the revenues and
expenses of a subsidiary subsequent to the acquisition date of the
subsidiary.  As described in Note 2, the Company has received the financial
information of the subsidiary and has included all of the material
transactions and has restated its December 31, 1999 financial statements to
conform with generally accepted accounting principles.  Accordingly, our
present opinion on the December 31, 1999 financial statements, as presented
herein, is different from that expressed in our previous report.


In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of USURF America, Inc. and
Subsidiaries as of December 31,1999, and the results of its operations and
cash flows for the year then ended in conformity with generally accepted
accounting principles.


The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 16 to the
consolidated financial statements, the Company has significant operating
losses.  In addition, the Company has excess current liabilities over
current assets of approximately $1,060,000. These conditions raise
substantial doubt about its ability to continue as a going concern.
Management's plans regarding these matters are also described in Note 16.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


As noted in Note 19 to the financial statements, during the fourth quarter
of 2000, the Company sold its affiliate ISP business, and contracted with a
third party to provide services to its remaining Company-owned customers.
As a result, the customer base decreased substantially.  This customer base
and the related goodwill represents a significant portion of the Company's
intangible assets and operations.



Baton Rouge, Louisiana
April 8, 2000. Except for Notes 2 and 15,
as to which the date is January 16, 2001



<PAGE>




INDEPENDENT AUDITOR'S REPORT


To the Board of Director's and Stockholders
Internet Media Corporation


We have audited the accompanying consolidated balance sheet of USURF
America, Inc., and subsidiaries, (formally Internet Media Corporation and
subsidiaries), as of December 31, 1998, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows
for the years ended December 31, 1998 and 1997.  These consolidated
financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.


We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.


In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of USURF America, Inc. and subsidiaries as of December 31, 1998,
and the consolidated results of their operations and their cash flows for
the years ended December 31, 1998 and 1997, in conformity with generally
accepted accounting principles.


The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed
in Note 16, the Company has limited capital resources and a loss from
operations since inception, all of which raise substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to
these matters are also discussed in Note 16.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
April 9, 1999



<PAGE>



                      USURF AMERICA, INC. AND SUBSIDIARIES
                            BATON ROUGE, LOUISIANA
                         CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 1999 AND 1998ASSETS


                                       1999                  1998
CURRENT ASSETS
  Cash and cash equivalents        $    75,313             $   7,232
  Accounts receivable-net               59,098                 1,033
  Inventory                             21,207                     -
  Prepaid expenses and
   other current assets                  5,500                     -
                                       161,118                 8,265
PROPERTY AND EQUIPMENT
  Cost                               1,501,233               248,679
  Less: accumulated depreciation      (421,786)               (1,412)
                                     1,079,447               247,267
INVESTMENTS                             68,029                43,750


OTHER ASSETS
  Acquired customer base-net        11,764,650                10,932
  Goodwill-net                       5,681,992                     -
  Other intangibles-net                782,580                23,275
  Other assets                           7,353                   170
                                    18,236,575                34,377
     TOTAL ASSETS                  $19,545,169             $ 333,659


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Notes payable-current portion    $     5,910             $       -
  Accounts payable                     363,665                17,493
  Accrued payroll                      118,157                     -
  Other current liabilities            216,650                 2,159
  Accounts payable-affiliate                 -                10,069
  Property dividends payable            43,750                57,519
  Accrued interest to stockholder       29,741                15,416
  Notes payable to stockholder         356,239               146,415
  Deferred revenue                      87,538                     -
                                     1,221,650               249,071
LONG-TERM LIABILITIES
  Deferred income taxes              3,883,210                     -
                                     5,104,860               249,071
STOCKHOLDERS' EQUITY
  Common stock, $.0001 par value
   Authorized: 100,000,000 shares
   Issued and outstanding:
    12,786,116 in 1999; 8,497,259
    in 1998                             1,279                    850
  Additional paid-in capital       28,918,638              2,874,189
  Accumulated deficit             (12,616,830)            (1,686,667)
  Subscriptions receivable               (860)                  (860)
  Deferred consulting              (1,861,918)            (1,102,924)
                                   14,440,309                 84,588
     TOTAL LIABILTIES AND
      STOCKHOLDERS' EQUITY        $19,545,169             $  333,659


The accompanying notes are an integral part of these statements.


<PAGE>


                     USURF AMERICA, INC. AND SUBSIDIARIES
                            BATON ROUGE, LOUISIANA
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


                                 1999             1998             1997
REVENUES
  Internet access revenues    $2,268,511       $    5,440       $        -
  Equipment sales                278,714                -                -
  Internet access costs
   and cost of goods sold     (1,152,721)               -                -
    Gross profit               1,394,504            5,440                -


OPERATING EXPENSES
  Depreciation and
   amortization                7,653,924            4,394            2,721
  Professional fees            1,945,935          813,517          530,669
  Rent                           132,395           15,823           11,877
  Salaries and commissions     1,603,556          154,924           44,733
  Advertising                    125,034                -                -
  Other                          399,914           45,806           29,385
                              11,860,758        1,034,464          619,385


LOSS FROM OPERATIONS         (10,466,254)      (1,029,024)        (619,385)


OTHER INCOME (EXPENSE)
  Other income                    23,875                -              596
  Litigation settlement         (957,075)               -                -
  Impairment loss             (1,164,561)               -                -
  Interest expense               (19,309)          (8,602)          (6,015)


                              (2,117,070)          (8,602)          (5,419)


LOSS BEFORE INCOME TAX       (12,583,324)      (1,037,626)        (624,804)


INCOME TAX BENEFIT             1,653,161                -                -


NET LOSS                    $(10,930,163)     $(1,037,626)      $ (624,804)


Net loss per common share      $(0.96)           $(0.14)           $(0.10)


Weighted average number
 of shares outstanding       11,419,641         7,361,275        6,193,678


The accompanying notes are an integral part of these statements.


<PAGE>


                     USURF AMERICA, INC. AND SUBSIDIARIES
                            BATON ROUGE, LOUISIANA
                     CONSOLIDATED STATEMENTS OF CHANGES IN
                             STOCKHOLDERS' EQUITY
                   YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


                                              Sub-
                                              scrip-
                                 Accum-       tions     Deferred
              Common  Paid-in    ulated       Receiv-    Con-
    Shares    Stock   Capital    Deficit      vable     sulting      Total
    ------    -----   -------    -------      -------   --------     -----


Balance,Decem-
ber 31,1996


   6,000,000  $  600 $   198,508 $   (24,237) $ (2,160) $         -  $172,711


Issuance of
common stock
for future
services
     404,000      40     749,960           -         -     (750,000)   -


Payment
on sub-
scription
receivable
           -       -           -           -     1,300            -  1,300


Issuance of
common
stock for
cash
      20,000       2      49,998           -         -            -  50,000


Recognition
of services
performed
for stock
           -       -           -           -         -      438,111  438,111


Net loss   -       -           -    (624,804)        -            - (624,804)


Balance,
December
31, 1997
   6,424,000     642     998,466    (649,041)     (860)    (311,889)  37,318


Issuance of
common
stock for
future
services
   1,655,759     166   1,556,734           -         -   (1,556,900)      -


Issuance of
common
stock for
cash
     400,000      40     332,760           -         -            -  332,800


Issuance of
common
stock for
investments
      17,500       2      43,748           -         -            -   43,750


Declared
dividends
           -       -     (57,519)          -         -            -  (57,519)


Amortization
of deferred
consulting
           -       -           -           -         -      765,865   765,865


Net loss   -       -           -  (1,037,626)        -            -
(1,037,626)


Balance,
December
31, 1998
   8,497,259     850   2,874,189  (1,686,667)     (860)  (1,102,924)    84,588


Issuance of
common
stock for
future
services
     566,000      57   2,215,943           -         -   (2,216,000)        -


Issuance of
common
stock for
acqui-
sitions
   3,030,000     303  21,586,726           -         -            - 21,587,029


Issuance of
common
stock for
cash
     115,000      11     394,989           -         -            -    395,000


Exercise of
warrants
     176,857      18     337,304           -         -            -    337,322


Issuance of
subscription
agreement
      50,000       5     149,995           -  (150,000)           -          -


Proceeds
on sub-
scription
receivable
           -       -           -           -   150,000            -    150,000


Issuance of
stock per
employment
agreement
      11,000       1      43,311           -         -            -     43,312


Expenses to
be paid by
issuance
of common
stock
          -        -     257,167           -         -            -    257,167


Issuance of
common
stock for
settlement
    340,000       34     913,716           -         -            -    913,750


Stock
warrants
          -        -     145,298           -         -            -    145,298


Amortization
of deferred
consulting
          -        -           -           -         -    1,457,006  1,457,006


Net loss  -        -           - (10,930,163)        -           -
(10,930,163)


Balance,
December
31, 1999
 12,786,116   $1,279 $28,918,638 $(12,616,830)   $(860)$(1,861,918)
$14,440,309


The accompanying notes are an integral part of these statements.


<PAGE>


                     USURF AMERICA, INC. AND SUBSIDIARIES
                             BATON ROUGE, LOUISIANA
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 1999             1998             1997


CASH FLOWS FROM
OPERATING ACTIVITIES
  Net loss                  $(10,930,163)     $(1,037,626)     $  (624,804)
  Adjustment to
   reconcile net loss
   to net cash used
   in operating
   activities
     Depreciation and
      amortization             7,653,924            4,394            2,721
     Consulting fees
      recognized               1,457,006          765,865          438,111
     Litigation settlement       913,750                -                -
     Impairment loss           1,164,561                -                -
     Legal fees                  126,500                -                -
     Compensation expense        319,301                -                -
     Deferred income taxes    (1,653,161)               -                -
     Loss on disposal                280                -                -
  Changes in operating
   assets and liabilities
     Accounts receivable          35,537             (809)              85
     Inventory                    49,518                -                -
     Prepaid expenses and
      other current assets         7,980                -                -
     Accounts payable            (36,857)           1,787                -
     Accrued payroll             118,157          (39,310)          71,767
     Other current
      liabilities                215,929                -                -
     Other assets and
      liabilities                (11,555)            (300)               -
     Deferred revenue             23,196                -                -
      Net cash used in
      operating activities      (546,097)        (305,999)        (112,120)


CASH FLOWS FROM
INVESTING ACTIVITIES
  Proceeds on disposal
   of fixed assets                15,090                -                -
  Cash acquired in
   acquisitions                  186,318          (24,666)               -
  Payment of organization
   costs                               -              569                -
  Purchases of licenses
   and rights to leases
   of licenses                         -                -           (5,000)
  Capital expenditures          (614,193)         (25,605)         (14,964)
      Net cash used in
      investing activities      (412,785)         (49,702)         (19,964)


CASH FLOWS FROM
FINANCING ACTIVITIES
  Payments on notes
   payable                       (65,369)               -                -
  Payments on notes
   payable-stockholder           (25,000)               -                -
  Payments on subscriptions
   receivable                    150,000                -            1,300
  Proceeds from note
   payable-stockholder           235,010           30,133           66,282
  Issuance of common
   stock for cash                395,000          332,800           50,000
  Warrants exercised             337,322                -                -
      Net cash provided
      by financing
      activities               1,026,963          362,933          117,582


Net increase (decrease)
in cash and cash
equivalents                       68,081            7,232          (14,502)


Cash and cash equivalents,
Beginning of period                7,232                -           14,502


Cash and cash equivalents,
End of period                    $75,313        $   7,232          $     -


The accompanying notes are an integral part of these statements.



<PAGE>



                  USURF AMERICA, INC. AND SUBSIDIARIES


               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


USURF America, Inc. (USURF), formerly Internet Media Corporation, was
incorporated as Media Entertainment, Inc. in the State of Nevada on
November 1, 1996.  USURF currently operates as in internet service provider
(ISP), in the inter-mountain west region of the United States, with primary
operations in Boise, Idaho. (See Note 19) USURF's original purpose was to
operate as a holding company in the wireless cable television and community
(low power) television industries, as well as other segments of the
communications industry. Until January 1999, the Company was in the
development stage.  In 1998 the Company changed its focus to concentrate in
the wireless internet communications industry.  The Company later ceased
efforts to develop the wireless cable and low power television business
areas and assigned all of its assets from the low power television
activities to New Wave Media Corp. in exchange for a 15% ownership interest
in New Wave Media Corp.


Effective December 31, 1996, USURF acquired all of the outstanding common
stock of Winter Entertainment, Inc., a Delaware corporation incorporated on
December 28, 1995 (WEI), and Missouri Cable TV Corp., a Louisiana
corporation incorporated on October 9, 1996 (MCTV).  WEI operates a
community television station in Baton Rouge, Louisiana; MCTV owns wireless
cable television channels in Poplar Bluff, Missouri, which system has been
constructed and is ready for operation, and Lebanon, Missouri.  Effective
October 8, 1998, the Company formed Santa Fe Wireless Internet, Inc. (Santa
Fe), a New Mexico corporation, to hold the assets acquired from Desert Rain
Internet Services.  Santa Fe was organized to provide wireless internet
access.  The acquisition of WEI and MCTV by USURF was accounted for as a
reorganization of companies under common control.  The assets and
liabilities acquired were recorded at historical cost in a manner similar
to a pooling of interests.  The acquisition of Santa Fe was accounted for
as a purchase whereby cost is allocated to the assets acquired.


On January 29, 1999, the Company acquired all the stock of CyberHighway,
Inc., a Boise, Idaho-based ISP, by issuing 2,000,000 shares of stock valued
at approximately $15,940,000.  In addition, 325,000 shares of common stock
were issued in payment of a finder's fee arising out of this acquisition.
This acquisition fundamentally altered USURF's outlook, providing the
Company with an extensive dial-up customer base, as well as
technologically-advanced operations facilities and immediate access to
customers in internet services markets dominated by CyberHighway-owned or
affiliate service providers.  (See Note 19) This acquisition was accounted
for as a purchase business combination.


In June 1999, USURF acquired all the stock of Santa Fe Trail Internet Plus,
Inc., a Santa Fe, New Mexico-based ISP, by issuing 100,000 shares of stock
valued at approximately $400,000.  (See Note 19) This acquisition was
accounted for as a purchase business combination.  Disclosure of what
operations would have been as if the transaction had occurred at the
beginning of the period, and as of the beginning of the preceding period,
are not shown due to the transaction being immaterial to the financial
statements taken as a whole.


In July 1999, USURF acquired all of the stock of Premier Internet Services,
Inc., an Idaho-based ISP, by issuing 127,000 shares of stock valued at
approximately $508,000. (See Note 19) This acquisition was accounted for as
a purchase business combination.  Disclosure of what operations would have
been as if the transaction had occurred at the beginning of the period, and
as of the beginning of the preceding period, are not shown due to the
transaction being immaterial to the financial statements taken as a whole.


In August 1999, USURF acquired the www.usurf.com domain by issuing 150,000
shares of stock valued at approximately $863,000.


In December 1999, USURF acquired a portion of the ISP-related equipment and
customer base of Cyber Highway of North Georgia, Inc., a Demorest,
Georgia-based ISP.  In November 1999, the Company acquired the customer
base of Cyber Mountain, Inc., a Denver, Colorado-based ISP. (See Note 19)


Principles of Consolidation


The accompanying consolidated financial statements include all the accounts
of USURF and all wholly owned subsidiaries. Intercompany transactions and
balances have been eliminated in the consolidation.

Use of Estimates


The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.


A material estimate that is particularly susceptible to significant change
is the amortization of intangibles.  In estimating the period over which to
amortize the acquired customer bases, management obtains information from
industry data.


Cash Equivalents


The Company considers all highly liquid investments with original
maturities of three months or less from the date of purchase to be cash
equivalents.


Inventory


Inventory consists of internet access equipment held for sale and is valued
at the lower of cost or market.  Cost is determined using the specific
identification method.

Property and Equipment


Property and equipment are stated at cost and are depreciated principally
by the straight-line method over the estimated useful lives of the assets,
ranging from 3 to 15 years.  Included in property and equipment are
wireless modems, most of which are not placed in service at December 31,
1999, and are therefore, not being depreciated.


Revenue Recognition


The Company maintains license agreements with affiliate ISP's to provide
internet access to affiliates' customers.  License fees are typically
billed in the month the services are provided.  The Company charges direct
customers (residential and business subscribers) monthly access fees to the
internet and recognizes the revenue in the month the access is provided.
For certain subscribers billed in advance, the Company recognizes the
revenue over the period the billing covers.  Revenue for other services
provided, including set-up fees charged to customers and affiliates, and
equipment sales are recognized as the service is performed or the equipment
is delivered. (See Note 19)


Costs of Access Revenues


Costs of access revenues primarily consist of telecommunications expenses
inherent in the network infrastructure.  Costs of access revenues also
include fees paid for lease of the Company's backbone, as well as license
fees for Web browser software based on a per-user charge, other license
fees paid to third-party software vendors, product costs, and contractor
fees for distribution of software to new subscribers.


Income Taxes


Deferred income tax assets and liabilities are computed for differences
between financial statement and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted
tax laws and rates applicable to the period in which the differences are
expected to affect taxable income. Valuation allowances are established
when realization is less than 50% probable. Income tax expense is the tax
payable or refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.


Financial Instruments and Concentration of Credit Risk


Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of cash and trade
receivables.  The Company maintains its cash in bank deposit accounts,
which, at times, may exceed federally insured limits.  The Company has not
experienced any losses in such accounts and believes it is not exposed to
any significant credit risk on cash.


Concentrations of credit risk with respect to trade receivables are limited
due to the large number of customers and markets, which comprise the
Company's customer base.  The Company generally does not require
collateral, and receivables are generally due within 30 days.


Fair Values of Financial Instruments


The carrying amounts of financial instruments including cash, trade
receivables, accounts payable and accrued expenses approximate fair value
because of the immediate or short-term maturities of these instruments.
The difference between the carrying amount and fair value of the Company's
long-term debt is not significant.


Loss Per Common Share


Basic loss per common share has been computed by dividing the net loss by
the weighted average number of shares of common stock outstanding
throughout the period.  Calculation of diluted loss per common share is not
presented because the effects of potential common stock issuable upon
exercise of stock options and contingently issuable shares would be
antidilutive.


Goodwill and Other Intangible Assets


Goodwill and other intangible assets, primarily acquired customer bases,
are stated on the basis of cost and are amortized, principally on a
straight-line basis, over the estimated future periods to be benefited
(generally 3 years).  Goodwill and other intangible assets are periodically
reviewed for impairment to ensure they are appropriately valued. Conditions
which may indicate an impairment issue exists include a negative economic
downturn or a change in the assessment of future operations.  In the event
that a condition is identified which may indicate an impairment issue
exists, an assessment is performed using a variety of methodologies,
including cash flow analysis, estimates of sales proceeds and independent
appraisals.  Where applicable, an appropriate interest rate is utilized,
based on location specific economic factors.  (See Notes 2 and 19)


Advertising


The Company expenses advertising costs as incurred.  During the year ended
December 31, 1999, the Company incurred approximately $125,000, in
advertising costs.


Investments


Investments include minority interests held in three non-public companies
recorded at cost, which approximates fair value.


2.  NET 1, INC. ACQUISITION


On August 23, 1999, the Company acquired Net 1, Inc. (Net 1) in a business
combination accounted for as a purchase.  Net 1 is primarily engaged as an
ISP in Alabama.  In September, 1999 the Company tendered the shares of
capital stock obtained in the acquisition of Net 1 for rescission of the
transaction.  However, legally the Company was still the owner of the
outstanding shares of Net 1 at December 31, 1999, and is required by
generally accepted accounting principles to record Net 1 as a wholly owned
subsidiary from the date of acquisition.


It was discovered during the arbitration proceedings that no activity
occurred in the newly acquired subsidiary, Net 1, after the acquisition.
The customer base was moved to an unrelated company by a former owner, and
all activity was transacted in the unrelated company.  Therefore, no
revenues or expenses were incurred by Net 1 from the date of acquisition,
August 23, 1999 through December 31, 1999.


The total cost of the acquisition was $1,164,561, which exceeded fair value
of the net assets of Net 1 by $1,164,561.  The excess was deemed to be
impaired at December 31, 1999 due to the change in the operating
environment and was recorded in the accompanying financial statements as an
impairment loss.


On October 12, 2000 the acquisition of Net 1 was rescinded.  Included in
the terms of the settlement agreement was the return of  the 250,000 shares
issued in the original transaction to the Company. The Company then issued
250,000 shares of stock in settlement of the arbitration.  The agreement
also called for one of the former owners to assume a $50,000 liability,
that was recorded by USURF upon the acquisition.  The total gain on the
recission of the transaction was approximately $950,000 and will be
recognized in the December 31, 2000 financial statements.


3.  PROPERTY AND EQUIPMENT


Classifications of property and equipment and accumulated depreciation were
as follows at December 31, 1999 and 1998:


                                   1999              1998


Wireless cable equipment         $   188,091       $   188,091
Equipment                            906,047            60,588
Furniture and fixtures                37,487                 -
Office equipment                     338,531                 -
Leasehold improvements                31,077                 -


                                   1,501,233           248,679


Accumulated depreciation            (421,786)           (1,412)


Property and equipment, net       $1,079,447          $247,267


4.  INTANGIBLES


        Classification of intangibles and accumulated amortization at December
31st were as follows:


                                           1999              1998


Acquired customer base (See Note 19)    $16,676,433      $    11,818
Goodwill (See Note 19)                    8,126,616                -
Other                                       940,186           27,750


                                         25,743,235           39,568


Accumulated amortization                 (7,514,013)          (5,361)


                                        $18,229,222      $    34,207


5.  WIRELESS CABLE ASSETS


Property and equipment includes wireless cable station equipment, which is
operational but has not been put into use.  The equipment is recorded at
cost of approximately $188,000 and is not being depreciated.  In addition,
the Company owns licenses in the wireless cable markets, which operate on
the same frequencies and will be used in the wireless internet market.


The Company's ability to provide two-way interactive internet service on
its current channel license agreements depends on pending Federal
Communication Commission (FCC) approval of two-way communication on the
related frequencies.  Management believes approval by the FCC is imminent;
however, if such approval is not obtained, future recoverability of the
carrying value may become impaired.


6.  LICENSES AND RIGHTS TO LEASES OF LICENSES


The Company owns licenses or rights to leases of licenses in the following
wireless cable and community television markets:


Wireless Cable Market                 Expiration Date


Poplar Bluff, Missouri                October 16, 2006
Lebanon, Missouri                     October 16, 2006
Port Angeles, Washington              December 21, 2003
Astoria, Oregon                       December 21, 2003
Sand Point, Idaho                     August 09, 2006
The Dalles, Oregon                    August 09, 2006
Fallon, Nevada                        August 09, 2006


Application for renewal of licenses must be filed within a certain period
prior to expiration.


7.  NOTE PAYABLE TO STOCKHOLDER


                                                 1999           1998
Note payable to stockholder, interest
accrues at 8%, due on demand and unsecured.    $356,239       $146,415


8.  NOTE PAYABLE


The note payable of $5,910 at December 31, 1999, consists of a note payable
to a bank with interest at 9.25%, due in monthly payments of $2,887, with
final payment due February 25, 2000, secured by accounts receivable,
inventory and equipment.


9.  INCOME TAXES


The significant components of deferred tax assets and liabilities were as
follows at December 31:


                                                 1999           1998


Deferred tax liabilities
  Amortization of intangibles                 $3,883,210     $      -

Deferred tax assets
  Net operating loss carryforwards             2,313,159      573,467
  Less - valuation allowance                  (2,313,159)    (573,467)


Net deferred tax liability                    $3,883,210     $      -


The net changes in the valuation allowance for the periods ended December
31, 1999 and 1998 were $1,739,692 and $352,793, respectively.


The deferred tax liability results from the acquisitions of Cyberhighway,
Inc., Santa Fe Trail Internet Plus, Inc., and Premier Internet Services,
Inc. in tax free reorganizations, in which there is no tax basis in the
acquired customer base.


The Company has a net operating loss carry forward of approximately
$6,800,000 available to offset future income for income tax reporting
purposes, which will ultimately expire between 2011 and 2014 if not utilized.


10.  SOURCES OF SUPPLIES


The Company relies on local telephone companies and other companies to
provide data communications.  Although management believes alternative
telecommunications facilities could be found in a timely manner, any
disruption of these services could have an adverse effect on operating
results.


The Company maintains various vendors for required products, such as
modems, terminal services and high-performance routers, which are important
components of its network.  Some of the Company's suppliers have limited
resources and production capacity.  If the suppliers are unable to meet the
Company's needs as it is building out its network infrastructure, then
delays and increased costs in the expansion of the Company's network
infrastructure could result, having an adverse effect on operating results.


11.  COMMITMENTS


The Company has contracts with various telephone companies and other
companies to provide data communication services.  The terms on these
agreements range from month-to-month to five years.  Future obligations
under these agreements as of December 31, 1999 are as follows for the years
ending December 31:


          2000          $820,000
          2001          540,000
          2002          330,000
          2003          140,000
          2004          100,000


12.  RELATED PARTY


The Company has issued stock pursuant to various consulting agreements.
Deferred consulting costs, which are valued at the stock price on the date
of the agreements, are recorded as a reduction of shareholder's equity and
will be amortized over the life of the agreements.


In March 1998, four directors of the Company were issued 20,000 shares each
of Company common stock as a bonus for their services as directors.
Compensation expense of approximately $45,000 was recorded based on the
fair value of the common stock on the date of issue.


13.  WARRANTS


Warrants outstanding at December 31, 1999 consists of the following:


56,667 issued on May 18, 1999, pursuant to an Investment Banking Agreement,
with an exercise price of $1.25, exercisable for a period of four years
from issuance.


56,667 issued on May 18, 1999, pursuant to an Investment Banking Agreement,
with an exercise price of $1.50, exercisable for a period of four years
from issuance.


34,000 issued on May 18, 1999, pursuant to a Selling Agreement, with an
exercise price of $1.25, exercisable for a period of five years from
issuance, of which 21,857 were exercised during 1999.


60,000 issued on January 20, 1999, pursuant to a private offering, with an
exercise price of $7.00, exercisable for a period of two years from
issuance, redeemable by the Company at any time the bid price of the
Company's common stock has been at or above $8.50 per share for five
consecutive trading days.


35,000 issued on June 4, 1999, pursuant to a private offering, with an
exercise price of $7.00, exercisable for a period of one year from
issuance, redeemable by the Company at any time the bid price of the
Company's common stock has been at or above $10.00 per share for five
consecutive trading days.


60,000 issued on December 1, 1999, pursuant to a Consulting Agreement, with
an exercise price of $3.50, exercisable for a period of five years from
issuance.  The Company does apply SFAS No. 123, Accounting for Stock-Based
Compensation, in accounting for the stock warrants issued to non-employees
in connection with the original stock issuance.  The Company has recorded
expense of $145,298 pursuant to the issuance of these warrants.  The fair
value of the warrants granted to non-employees is estimated on the date of
the grant using the assumption of an expected life of 5 years, and a
risk-free interest rate of 5.0%.


50,000 issued on August 27, 1999, pursuant to a Subscription Agreement,
with an exercise price of $6.00, exercisable for a period of three years
from issuance.


14.  SETTLEMENT AGREEMENT


On November 30, l999, the Company entered into a settlement agreement and
mutual release, which settled certain legal proceedings in which USURF and
CyberHighway had been involved.  The parties to the settlement agreement
were: USURF, CyberHighway, the former operating officer and a former
director, and two former owner-employees (collectively the plaintiffs) of
CyberHighway.


Pursuant to this settlement agreement, certain legal proceedings were
settled in full by issuance of 340,000 shares of USURF common stock to the
plaintiffs.  The Company is paying the total sum of $43,325 for
reimbursement of attorneys' fees paid by the plaintiffs.


The 340,000 shares issued were valued at $2.6875 per share, or $913,750, in
the aggregate.  The price per share assigned to the issued shares was the
closing price of the common stock, as reported by the American Stock
Exchange.  The total charge against earnings in 1999 resulting from the
settlement agreement was $957,075.


15.  CONTINGENCIES


An involuntary bankruptcy petition was filed against CyberHighway in
September, 2000.  CyberHighway contested the petition and filed a motion to
dismiss on October 23, 2000.  On November 29, 2000 the parties entered into
a Settlement agreement to withdraw the petition.  The petitioners will move
the Court to dismiss the petition in January, 2001.  The Court has not
ruled as of the date of this note to the financial statements.


16.  GOING CONCERN


These financial statements are presented on the basis that the Company is a
going concern.  Going concern contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business over a
reasonable length of time.  The accompanying financial statement shows that
current liabilities exceed current assets by approximately $1,060,000 at
December 31, 1999.  The Company's president loaned the Company
approximately $210,000 during fiscal 1999 and loaned an additional $165,000
subsequent to year-end. The appropriateness of using the going concern
basis is dependent upon continued funding by the Company's president,
obtaining additional financing or equity capital and, ultimately, to
achieve profitable operations. The uncertainty about these conditions
raises substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty. (See Note 19)


Management plans to raise capital by obtaining financing and eventually,
through public offerings. Management intends to use the proceeds from any
borrowings to acquire and develop markets to implement its Wireless
Internet Access System and sell its service.  The Company believes that
these actions will enable it to carry out its business plan and ultimately
to achieve profitable operations.


17.  SIGNIFICANT BUSINESS COMBINATION


On January 29, 1999, the Company acquired all of the capital stock of
CyberHighway, Inc. (CyberHighway), an Idaho corporation.


The acquisition was effected pursuant to a Plan and Agreement of
Reorganization dated January 20, 1999 between the Company and CyberHighway.
 The Company paid the shareholders of CyberHighway approximately
$15,940,000 through the issuance of 2,000,000 shares of common stock.  The
purchase price was based upon the weighted average closing price of the
Company's common stock for five days prior and subsequent to the
acquisition date.


The transaction was accounted for as a purchase.  The purchase price was
allocated to the underlying assets purchased and liabilities assumed based
on their fair market values at the acquisition date.


The following table summarizes the net assets purchased in connection with
the CyberHighway acquisition and the amount attributable to cost in excess
of net assets acquired:


Net assets acquired           $   372,472
Acquired customer base         15,566,787
Other assets                    5,260,690
Deferred tax liability         (5,260,690)


The following shows the unaudited proforma condensed balance sheets of the
Company and CyberHighway as if the acquisition occurred on December 31, 1998:


                         Historical
                                  Cyber-     Proforma       Proforma
                      USURF       Highway   Adjustments   Consolidated


Current assets     $  8,265       $306,018  $      -      $    314,283
Property and
 equipment, net     247,267        408,558   (72,692)          583,133
Other assets         43,920         13,480         -            57,400
Intangibles          34,207              -   20,827,477      20,861,684
Total assets       $333,659       $728,056  $20,754,785     $21,816,500


                         Historical
                                  Cyber-     Proforma       Proforma
                      USURF       Highway   Adjustments   Consolidated


Current liabilities $249,071   $  282,892   $      -       $  531,963
Deferred tax
 liability                 -            -    5,260,690        5,260,690
Stockholders'
 equity               84,588      445,164    15,494,095       16,023,847


Total liabilities
 and stockholders'
 equity             $333,659    $728,056    $20,754,785      $21,816,500



The following unaudited proforma condensed statements of operations assumes
the CyberHighway acquisition occurred on January 1, 1998.  In the opinion
of management, all adjustments necessary to present fairly such unaudited
pro forma condensed statements of operations have been made.


                         Historical
                                  Cyber-     Proforma       Proforma
                      USURF       Highway   Adjustments   Consolidated


Revenues            $  5,440    $2,449,156  $       -       $2,454,596
Expenses
  Internet access
   cost                    -       510,036          -          510,036
  Equipment cost           -       326,488          -          326,488
  Depreciation and
   amortization        4,394       138,674  6,918,262        7,061,330
  General and
   administrative  1,030,070     1,292,526          -        2,322,596
  Selling                  -       110,397          -          110,397
Total operating
 expense            1,034,464     2,378,121 6,918,262       10,330,847


Operating income
 (loss)            (1,029,024)      71,035 (6,918,262)      (7,876,251)


Other income
 (expense)             (8,602)       6,960          -           (1,642)
Income (loss)
 before taxes      (1,037,626)      77,995 (6,918,262)      (7,877,893)


Income tax
 benefit                    -            - (1,753,563)      (1,753,563)


Net income
 (loss)          ($1,037,626)      $77,995($5,164,699)     ($6,124,330)


Net income
 (loss) per
 share              ($0.14)        $31.51                           ($0.65)


Weighted average
 number of
 shares
 outstanding       7,361,275       2,475                      9,361,275


18.     SUBSEQUENT ACQUISITIONS


On February 1, 2000, the Company through its wholly owned subsidiary,
CyberHighway, Inc., acquired the Spinning Wheel, Inc. for 81,063 shares of
common stock.  This acquisition will be accounted for as a purchase
business combination.  On February 8, 2000, the Company formed USURF
America Internet Design, Inc., a wholly owned subsidiary. On February 16,
2000, the Company through this subsidiary acquired Internet Innovations,
LLC for 50,000 shares of common stock. These acquisitions will be accounted
for as purchase business combinations.  Disclosure of what operations would
have been as if the transaction had occurred at the beginning of the period
are not shown due to the transactions being immaterial to the financial
statements taken as a whole.


19.     OTHER SUBSEQUENT EVENTS  (Unaudited)


During the fourth quarter in 2000, the Company sold its affiliates ISP
business of CyberHighway for $40,000 cash. Immediately following this
transaction, the Company contracted with Dial-up USA to provide all
necessary "back room" and customer support services.  The Company now only
receives a fee for the customer's access to the services, instead of
providing the service.  After the conversion to Dial-up USA, thousands of
customers left the Company.  Due to this loss of customer base, the
Company's intangible assets relating to those customers are worthless.  The
write-off of the intangible assets will occur in the fourth quarter of 2000
and will approximate $7,800,000.  Due to this change in operating
environment, the Company's revenues have decreased substantially as well as
a decrease in expenses associated with the elimination of personnel
previously required to operate the Company's network operations center, and
accordingly goodwill has been impaired. The write-down of goodwill will
also occur in the fourth quarter of 2000 and will approximate $3,800,000.


The Company signed an agreement with an unrelated company to sell up to
6,000,000 shares of common stock and 645,000 common warrants for
$10,000,000.  The agreement calls for the Company to meet certain
requirements and maintain certain criteria with respect to its common stock
in order to avoid an event of default. Upon the occurrence of the event of
default the buyer is no longer obligated to purchase any additional shares
of stock.  The agreement will terminate on April 30, 2001, if all of the
circumstances necessary to effect the transaction have not occurred by that
date, including completion of a registration statement with respect thereto.




                                  PART II


                INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13.  Other Expenses of Issuance and Distribution.


Estimated expenses payable by the Company in connection with the
registration of Common Stock covered hereby are as follows:


Registration fee                                    $  7,695.17
Underwriter's unaccountable expense allowance              0.00
Printing and engraving expenses                        5,000.00  *
Legal fees and expenses                               25,000.00
Accounting fees and expenses                          20,000.00  *
Blue Sky fees and expenses                                 0.00
Transfer agent and registrar fees and expenses             0.00
Miscellaneous                                          1,000.00  *
                                                      ---------
         (* estimate)             Total              $58,695.17  *


Item 14.  Indemnification of Directors and Officers.


Registrant is a Nevada corporation.  Section 78.751 of Nevada Revised
Statutes (the "Nevada Act") empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity as directors and officers.  The Nevada Act
further provides that the indemnification permitted thereunder shall not be
deemed exclusive of any other rights to which the directors and officers
may be entitled under the corporation's bylaws, any agreement, vote of the
shareholders or otherwise.


Section VIII of Registrant's Bylaws, included as Exhibit 3.2 filed
herewith, which provides for the indemnification of directors and officers,
is incorporated herein by reference.


Registrant has purchased no insurance for indemnification of its officers
and directors, agents, etc., nor has there been any specific agreement for
indemnification made between Registrant and any of its officers and
directors, or others, with respect to indemnification for them arising out
of their duties to Registrant.


Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934 or the Rules and
Regulations of the Securities and Exchange Commission thereunder may be
permitted under said indemnification provisions of the law, or otherwise,
Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, any such indemnification is against public policy and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Nevada Act and will be governed by the
final adjudication of such issue.


Item 15.  Recent Sales of Unregistered Securities.


  1. (a)  Securities Sold.  On February 17, 1998, 400,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Newlan & Newlan, Attorneys at Law.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting and Legal Services Agreement, at a price of $.10 per share,
or $40,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  2. (a)  Securities Sold.  On February 17, 1998, 36,092 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Langley Downey Entertainment, Inc.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $1.25 per share, or $45,115, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  3. (a)  Securities Sold.  On March 20, 1998, 22,667 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Geoff Newlan, d/b/a jara.com productions.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $.375 per share, or $8,500, in the
aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  4. (a)  Securities Sold.  On March 21, 1998, a total of 80,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Waddell D. Loflin (20,000 shares), Ross S. Bravata (20,000
shares), Michael Cohn (20,000 shares) and Richard N. Gill (20,000 shares).
     (c)   Consideration.  Such shares of Common Stock were issued as a
bonus for services rendered, at a price of $.80 per share, or $64,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  5. (a)  Securities Sold.  On June 22, 1998, a total of 300,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Dennis A. Faker (100,000 shares), Barbara V. Schiller
(60,000 shares), Jeanne M. Rowzee (20,000 shares), Alvin Gottlieb (20,000
shares), Rogers Family Trust (60,000 shares), Delaware Charter Guarantee &
Trust Company f/b/o  Clarence Yim (20,000 shares) and Delaware Charter
Guarantee & Trust Company f/b/o R. Logan Kock (20,000 shares).
     (c)   Consideration.  Such shares of Common Stock were sold for cash
pursuant to a private offering, at a price of $1.00 per share, or $300,000,
in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  6. (a)  Securities Sold.  On June 22, 1998, a total of 150,000 common
stock purchase warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to
Dennis A. Faker (50,000 warrants), Barbara V. Schiller (30,000 warrants),
Jeanne M. Rowzee (10,000 warrants), Alvin Gottlieb (10,000 warrants),
Rogers Family Trust (30,000 warrants), Delaware Charter Guarantee & Trust
Company f/b/o  Clarence Yim (10,000 warrants) and Delaware Charter
Guarantee & Trust Company f/b/o R. Logan Kock (10,000 warrants).
     (c)   Consideration.  Such warrants were issued for no additional
consideration as part of units of securities in a private offering.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $2.00 per share and exercisable for a period of two years from issuance.
 The warrants are redeemable by the Company at any time the bid price of
the Company's Common Stock has been at or above $4.00 per share for five
consecutive trading days.


  7. (a)  Securities Sold.  On May 18, 1999, 56,667 common stock purchase
warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to
H+N Partners.
    (c)   Consideration.  Such warrants were issued pursuant to an
Investment Banking Agreement.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $1.25 per share and exercisable for a period of four years from issuance.


  8. (a)  Securities Sold.  On May 18, 1999, 56,667 common stock purchase
warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to
H+N Partners.
    (c)   Consideration.  Such warrants were issued pursuant to an
Investment Banking Agreement.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $1.50 per share and exercisable for a period of four years from issuance.


  9. (a)  Securities Sold.  On May 18, 1999, 34,000 common stock purchase
warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to
Centex Securities, Inc.
    (c)   Consideration.  Such warrants were issued pursuant to a Selling
Agreement.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $1.25 per share and exercisable for a period of five years from issuance.


  10. (a)  Securities Sold.  On June 15, 1998, 37,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to H+N Partners.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
a Consulting Agreement, at a price of $2.00 per share, or $74,000, in the
aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  11. (a)  Securities Sold.  On July 31, 1998, 10,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Craig Boothe.
     (c)   Consideration.  Such shares of Common Stock were issued as a
signing bonus pursuant a Business Acquisition Agreement, at a price of
$1.00 per share, or $10,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  12. (a)  Securities Sold.  On August 26, 1998, a total of 40,000 shares
of Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Delaware Charter Guarantee & Trust Company f/b/o Clarence
Yim (20,000 shares) and Delaware Charter Guarantee & Trust Company f/b/o R.
Logan Kock (20,000 shares).
     (c)   Consideration.  Such shares of Common Stock were issued in a
private offering, at a price of $1.00 per share, or $40,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  13. (a)  Securities Sold.  On August 26, 1998, a total of 20,000 common
stock purchase warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to
Delaware Charter Guarantee & Trust Company f/b/o  Clarence Yim (10,000
warrants) and Delaware Charter Guarantee & Trust Company f/b/o R. Logan
Kock (10,000 warrants).
     (c)   Consideration.  Such warrants were issued for no additional
consideration as part of units of securities in a private offering.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $2.00 per share and exercisable for a period of two years from issuance.
 The warrants are redeemable by the Company at any time the bid price of
the Company's Common Stock has been at or above $4.00 per share for five
consecutive trading days.


  14. (a)  Securities Sold.  On September 9, 1998, 300,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Capital Financial Consultants, Inc.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $1.10 per share, or $330,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  15. (a)  Securities Sold.  On September 1, 1998, 400,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Newlan & Newlan, Attorneys at Law.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting and Legal Services Consulting Agreement, at a price of
$1.00 per share, or $400,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  16. (a)  Securities Sold.  On October 14, 1998, 100,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Peter Rochow.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $.70 per share, or $70,000, in the
aggregate.


     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  17. (a)  Securities Sold.  On August 14, 1998, 5,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Darrell Davis.
     (c)   Consideration.  Such shares of Common Stock were issued as a
signing bonus pursuant to an Agreement and Plan of Reorganization, at a
price of $1.00 per share, or $5,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  18. (a)  Securities Sold.  On November 3, 1998, 150,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Fair Market Value, LLC.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $.50 per share, or $75,000, in the
aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  19. (a)  Securities Sold.  On December 30, 1998, 150,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to H+N Partners.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $2.50 per share, or $375,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  20. (a)  Securities Sold.  On December 30, 1998, 60,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to The Humbolt Corporation.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $2.50 per share, or $150,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  21. (a)  Securities Sold.  On January 29, 1999, a total of 2,000,000
shares of Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Julius W. Basham, II (1,394,000 shares), Wm. Kim Stimpson
(303,000 shares) and David W. Brown (303,000 shares).
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Agreement and Plan of Reorganization, at a price of $7.97 per share,
or $15,940,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  22. (a)  Securities Sold.  On January 20, 1999, a total of 60,000 shares
of Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Michael Cohn (30,000 shares), Walter C. Schiller (10,000
shares), Michael R. Van Geons (10,000 shares), Harry P. Kunecki Trust
(5,000 shares) and Frank L. Leyba (5,000 shares).
     (c)   Consideration.  Such shares of Common Stock were sold for cash
pursuant to a private offering, at a price of $4.50 per share, or $270,000,
in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  23. (a)  Securities Sold.  On January 20, 1999, a total of 60,000 common
stock purchase warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to
Michael Cohn (30,000 warrants), Walter C. Schiller (10,000 warrants),
Michael R. Van Geons (10,000 warrants), Harry P. Kunecki Trust (5,000
warrants) and Frank L. Leyba (5,000 warrants).
     (c)   Consideration.  Such warrants were issued for no additional
consideration as part of units of securities in a private offering.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $7.00 per share and exercisable for a period of two years from issuance.
 The warrants are redeemable by the Company at any time the bid price of
the Company's Common Stock has been at or above $8.50 per share for five
consecutive trading days.


  24. (a)  Securities Sold.  On February 5, 1999, 325,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to James Kaufman.
     (c)   Consideration.  Such shares of Common Stock were issued as a
finder's fee, at a price of $7.97 per share, or $2,590,250, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  25. (a)  Securities Sold.  On June 2, 1999, a total of 100,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Darrell Davis and Deanna Davis (74,000 shares) and Roger
Davis and Gloria C. Davis (26,000).
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Agreement and Plan of Reorganization, at a price of $4.00 per share,
or $400,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  26. (a)  Securities Sold.  On June 4, 1999, a total of 35,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Walter Engler (10,000 shares) and Shelter Capital Ltd.
(25,000 shares).
     (c)   Consideration.  Such shares of Common Stock were sold for cash
pursuant to a private offering, at a price of $3.00 per share, or $105,000,
in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  27. (a)  Securities Sold.  On June 4, 1999, a total of 35,000 common
stock purchase warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to
Walter Engler (10,000 warrants) and Shelter Capital Ltd. (35000 warrants).
     (c)   Consideration.  Such warrants were issued for no additional
consideration as part of units of securities in a private offering.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $7.00 per share and exercisable for a period of one year from issuance.
Warrants are redeemable by the Company at any time the bid price of the
Company's Common Stock has been at or above $10.00 per share for five
consecutive trading days.


  28. (a)  Securities Sold.  On June 4, 1999, 500,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Interactive Business Channel.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $4.00 per share, or $2,000,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  29. (a)  Securities Sold.  In July, 1999, a total of 155,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Dennis A. Faker (50,000 shares), Barbara V. Schiller (30,000
shares), Jeanne M. Rowzee (10,000 shares), Alvin Gottlieb (10,000 shares),
Rogers Family Trust (15,000 shares), Delaware Charter Guarantee & Trust
Company f/b/o Clarence Yim (20,000 shares) and Delaware Charter Guarantee &
Trust Company f/b/o R. Logan Kock (20,000 shares).
     (c)   Consideration.  Such shares of Common Stock were issued upon the
exercise of warrants, at a price of $2.00 per share, or $310,000, in the
aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  30. (a)  Securities Sold.  On February 5, 1999, 21,857 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Terry Lewis.
     (c)   Consideration.  Such shares of Common Stock were issued upon the
exercise of warrants, at a price of $1.25 per share, or $27,321, in the
aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  31. (a)  Securities Sold.  On August 11, 1999, 150,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Mark Bove.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Business Acquisition Agreement, at a price of $4.00 per share, or
$600,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  32. (a)  Securities Sold.  On August 23, 1999, 250,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Knud Nielsen, III (127,500 shares) and Gary Stanley (122,500
shares).
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Agreement and Plan of Reorganization, at a price of $4.00 per share,
or $1,000,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  33. (a)  Securities Sold.  On August 30, 1999, 127,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Alan L. Taylor (122,405 shares), Brent Bates (518 shares),
Kim Jorgensen (475 shares), Chris Allison (472 shares), Robert Carlson
(1,423 shares) and Lane Virgin (1,707 shares).
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Agreement and Plan of Reorganization, at a price of $4.00 per share,
or $508,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  34. (a)  Securities Sold.  On September 24, 1999, 11,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Alonzo B. See, III.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Employment Agreement, at a price of $5.00 per share, or $40,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  35. (a)  Securities Sold.  On November 12, 1999, 25,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Cyber Mountain, Inc.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Letter Agreement, at a price of $4.00 per share, or $100,000, in the
aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  36. (a)  Securities Sold.  On December 9, 1999, a total of 340,000 shares
of Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Julius W. Basham, II (215,000 shares), Wm. Kim Stimpson
(34,000 shares) and David W. Brown (91,000 shares).
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Settlement Agreement and Mutual Release, at a price of $2.6875 per
share, or $913,750, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  37. (a)  Securities Sold.  On December 9, 1999, 30,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Peter Rochow.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $3.00 per share, or $90,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  38. (a)  Securities Sold.  On December 13, 1999, 30,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Nostas/Faesel Group.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $3.00 per share, or $90,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  39. (a)  Securities Sold.  On December 13, 1999, 53,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to CyberHighway of North Georgia, Inc.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Asset Acquisition Agreement, at a price of $4.00 per share, or
$212,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  40. (a)  Securities Sold.  On December 1, 1999, 60,000 common stock
purchase warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to
The Research Works, Inc.
    (c)   Consideration.  Such warrants were issued pursuant to a
Consulting Agreement.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $3.50 per share and the warrants are exercisable for a period of two
years from issuance.


  41. (a)  Securities Sold.  On February 18, 2000, 60,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to The Humbolt Corporation.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Business and Communications Consulting Services Agreement, at a price
of $3.00 per share, or $180,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  42. (a)  Securities Sold.  On February 18, 2000, 42,166 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Newlan & Newlan, Attorneys at Law.
     (c)   Consideration.  Such shares of Common Stock were issued for
services rendered, at a price of $3.00 per share, or $126,500, in the
aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  43. (a)  Securities Sold.  On February 18, 2000, 100,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Newlan & Newlan, Attorneys at Law.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Legal and Consulting Services Agreement, at a price of $3.00 per
share, or $300,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  44. (a)  Securities Sold.  On February 1, 2000, 81,063 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to the owners of The Spinning Wheel, Inc.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Agreement and Plan of Reorganization, at a price of $4.00 per share,
or $324,252, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  45. (a)  Securities Sold.  On February 18, 2000, 50,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to the owners of Internet Innovations, L.L.C.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Agreement and Plan of Reorganization, at a price of $4.00 per share,
or $200,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  46. (a)  Securities Sold.  In April 2000, 30,000 shares of Company Common
Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Peter Rochow.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $3.00 per share, or $90,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  47. (a)  Securities Sold.  In April 2000, 30,000 shares of Company Common
Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Nostas/Faeseel Group.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $3.00 per share, or $90,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  48. (a)  Securities Sold.  In April 2000, 100,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Fair Market, Inc.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a Consulting Agreement, at a price of $7.125 per share, or $712,500, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


   49. (a)  Securities Sold.  In April 2000, a total of 65,000 shares of
Company Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to ten individual investors.
     (c)   Consideration.  Such shares of Common Stock were sold for cash
pursuant to a private offering, at a price of $5.00 per share, or $325,000,
in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  50. (a)  Securities Sold.  In April 2000, a total of 65,000 common stock
purchase warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to
ten individual investors.
     (c)   Consideration.  Such warrants were issued for no additional
consideration as part of units of securities in a private offering.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $7.50 per share and exercisable for a period of two years from issuance.


  51. (a)  Securities Sold.  In May 2000, 250,000 shares of Company Common
Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Robert A. Hart IV.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Employment Agreement, at a price of $3.00 per share, or $750,000, in
the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  52. (a)  Securities Sold.  In July 2000, 250,000 shares of Company Common
Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Gruntal & Co., LLC.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an investment banking agreement, at a price of $1.50 per share, or
$375,000, in the aggregate.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  53. (a)  Securities Sold.  In July 2000, 5,880 shares of Company Common
Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Ryan G. Campanile.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Employment Agreement, at prices ranging rom $9.44 per share to $2.06
per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  54. (a)  Securities Sold.  In July 2000, 5,880 shares of Company Common
Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Ryan D. Thibodeaux.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Employment Agreement, at prices ranging rom $9.44 per share to $2.06
per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  55. (a)  Securities Sold.  In August 2000, 774,162 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to David M. Lofin.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a letter agreement, at a price of $1.25 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  56. (a)  Securities Sold.  In September 2000, 450,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Centex Securities, Inc.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a consulting agreement, at a price of $.875 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  57. (a)  Securities Sold.  In October 2000, a total 250,000 shares of
Company Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Knud Nielsen, III (202,500 shares) and Gary Stanley (47,500
shares).
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a settlement agreement, at a price of $.875 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  58. (a)  Securities Sold.  In October 2000, 2,282 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Ryan G. Campanile.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Employment Agreement, at prices ranging rom $2.00 per share to $1.56
per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  59. (a)  Securities Sold.  In October 2000, 2.282 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Ryan D. Thibodeaux.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an Employment Agreement, at prices ranging rom $2.00 per share to $1.56
per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  60. (a)  Securities Sold.  In October 2000, 35,536 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to James Kaufman.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an employment agreement, at prices ranging from $9.36 to $2.25 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  61. (a)  Securities Sold.  In November 2000, 10,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Slade S. Mauer.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to an employment agreement, at a price of $.625 per share.



     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  62. (a)  Securities Sold.  In November 2000, 100,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to de Jong & Associates, Inc.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a consulting agreement, at a price of $.5625 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  63. (a)  Securities Sold.  In November 2000, 35,000 common stock purchase
warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to de
Jong & Associates, Inc.
     (c)   Consideration.  Such warrants were issued for no additional
consideration pursuant to a consulting agreement.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $1.00 per share and exercisable for a period of three years from issuance.


  64. (a)  Securities Sold.  In December 2000, 40,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Shelter Capital Ltd.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a finder's fee agreement, at a price of $.20 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  65. (a)  Securities Sold.  In December 2000, 380,000 common stock
purchase warrants of the Company were issued.
     (b)  Underwriter or Other Purchasers.  Such warrants were issued to
Shelter Capital Ltd.
     (c)   Consideration.  Such warrants were issued for no additional
consideration pursuant to a finder's fee agreement.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.
      (e) Terms of Conversion or Exercise.  Exercise price of the warrants
is $.20 per share and exercisable for a period of three years from issuance.


  66. (a)  Securities Sold.  In December 2000, 100,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Gestalt Corporation.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a consulting services letter agreement, at a price of $.3125 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  67. (a)  Securities Sold.  In December 2000, 300,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to James Kaufman.
     (c)   Consideration.  Such shares of Common Stock were issued as a
bonus, at a price of $.25 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  68. (a)  Securities Sold.  In December 2000, 200,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Waddell D. Loflin.
     (c)   Consideration.  Such shares of Common Stock were issued as a
bonus, at a price of $.25 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  69. (a)  Securities Sold.  In December 2000, 300,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Peter Rochow.
     (c)   Consideration.  Such shares of Common Stock were issued for
consulting services, at a price of $.25 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  70. (a)  Securities Sold.  In December 2000, 100,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Patrick F. McGrew.
     (c)   Consideration.  Such shares of Common Stock were issued for
legal services, at a price of $.25 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  71. (a)  Securities Sold.  In December 2000, 500,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Newlan & Newlan.
     (c)   Consideration.  Such shares of Common Stock were issued for
legal services, at a price of $.25 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  72. (a)  Securities Sold.  In December 2000, 400,000 shares of Company
Common Stock were sold.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Anchor House Ltd.
     (c)   Consideration.  Such shares of Common Stock were sold for cash,
at a price of $.20 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  73. (a)  Securities Sold.  In January 2001, 800,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Fusion Capital Fund II, LLC.
     (c)   Consideration.  Such shares of Common Stock were issued as a
commitment fee under a common stock purchase agreement, at a price of $.25
per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  74. (a)  Securities Sold.  In January 2001, 200,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Gruntal & Co., LLC.
     (c)   Consideration.  Such shares of Common Stock were issued as a
finder's fee pursuant to an investment banking agreement, at a price of
$.25 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  75. (a)  Securities Sold.  In January 2001, 200,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Fair Market, Inc.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a letter agreement, at a price of $.375 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  76. (a)  Securities Sold.  In January 2001, 20,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to CyberHighway of North Georgia.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a letter agreement, at a price of $.375 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


  77. (a)  Securities Sold.  In January 2001, 10,000 shares of Company
Common Stock were issued.
     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock
were issued to Fusion Capital Fund II, LLC.
     (c)   Consideration.  Such shares of Common Stock were issued pursuant
to a letter agreement, at a price of $.375 per share.
     (d)  Exemption from Registration Claimed.  These securities are exempt
from registration under the Securities Act of 1933, as amended, pursuant to
the provisions of Section 4(2) thereof, as a transaction not involving a
public offering.


Item 16.  Exhibits and Financial Statements Schedules.


     1.  Exhibits.


Exhibit No.      Description


#   3.1          Articles of Incorporation of Registrant.
+   3.2          Bylaws of Registrant, as amended.
+   3.3          Bylaws of Executive Committee of the Board of Directors of
                 Registrant.
+   3.4          Bylaws of Audit Committee of the Board of Directors of
                 Registrant.
*    3.5         Articles of Amendment to Articles of Incorporation of
                 Registrant.
**   3.6         Articles of Amendment to Articles of Incorporation of
                 Registrant.
+   4.1          Specimen Common Stock Certificate.
@  5.1           Opinion of Newlan & Newlan, Attorneys at Law, re: Legality.
+ 10.1           Registration Rights Letter Agreement between Registrant and
                 Centex Securities, Inc., dated May 20, 1998.
+ 10.2           Finder's Fee Letter between Registrant and H+N Partners,
dated
                 March 27, 1998.
+ 10.3           Registration Rights Letter Agreement between Registrant and
                 Dennis A. Faker, dated June 19, 1998.
+ 10.4           Registration Rights Letter Agreement between Registrant and
                 Delaware Charter Guaranty and Trust Company, f/b/o R. Logan
                 Kock IRA, dated June 19, 1998.
+ 10.5           Registration Rights Letter Agreement between Registrant and
                 Alvin Gottlieb, dated June 19, 1998.
+ 10.6           Registration Rights Letter Agreement between Registrant and
                 Rogers Family Trust, dated June 19, 1998.
+ 10.7           Registration Rights Letter Agreement between Registrant and
                 Jeanne Rowzee, dated June 19, 1998.
+ 10.8           Registration Rights Letter Agreement between Registrant and
                 Barbara V. Schiller, dated June 19, 1998.
+ 10.9           Registration Rights Letter Agreement between Registrant and
                 Delaware Charter Guarantee  and Trust Company f/b/o Clarence
                 Yim IRA, dated June 19, 1998.
+ 10.9.1         Warrant Agreement between Registrant and Securities Transfer
                 Corporation, dated May 18, 1998.
+ 10.10          Warrant Agreement between Registrant and Securities Transfer
                 Corporation, dated May 20, 1998.
+ 10.11          Warrant Agreement between Registrant and Securities Transfer
                 Corporation, dated May 20, 1998.
+ 10.12          Warrant Agreement between Registrant and Securities Transfer
                 Corporation dated January 19, 1999.
+ 10.13          Registration Rights Letter Agreement between Registrant and
                 Michael Cohn, dated January 19, 1999.
+ 10.14          Registration Rights Letter Agreement between Registrant and
                 Walter C. Schiller, dated January 19, 1999.
+ 10.15          Registration Rights Letter Agreement between Registrant and
                 Michael R. Van Geons, dated January 19, 1999.
+ 10.16          Registration Rights Letter Agreement between Registrant and
                 Harry P. Kunecki Trust, dated January 19, 1999.
+ 10.17          Registration Rights Letter Agreement between Registrant and
                 Frank L. Leyba, dated January 19, 1999.
+ 10.18          Warrant Agreement between Registrant and Securities Transfer
                 Corporation, dated May 3, 1999.
+ 10.19          Registration Rights Letter Agreement between Registrant and
                 Shelter Capital, Ltd., dated May 28, 1999.
+ 10.20          Registration Rights Letter Agreement between Registrant and
                 Walter Engler, dated May 28, 1999.
+ 10.21          Agreement and Plan of Reorganization, dated April 28, 1999,
                 among Registrant, Santa Fe Wireless Internet, Inc., Santa Fe
                 Trail Internet Plus, Inc., and Darrell Davis.
+ 10.21.1        Agreement of Merger, dated June 2, 1999, among Registrant,
                 Santa Fe Wireless Internet, Inc. and Santa Fe Trail Internet
                 Plus, Inc.
+ 10.22          Registration Rights Letter Agreement between Registrant and
                 Darrell Davis and Deanna Davis, dated June 2, 1999.
+ 10.23          Registration Rights Letter Agreement between Registrant and
                 Roger Davis and Gloria C. Davis, dated June 2, 1999.
+ 10.24          Business Acquisition Agreement between Registrant and Mark
                 Bove, dated July 14, 1999.
+ 10.25          Registration Rights Letter Agreement between Registrant and
                 Mark Bove, dated August 11, 1999.
+ 10.26          Agreement and Plan of Reorganization, dated August 24, 1999,
                 among Registrant, CyberHighway, Inc., Premier Internet
                 Services, Inc. and Alan Taylor.
+ 10.27          Agreement of Merger among Registrant, CyberHighway, Inc. and
                 Premier Internet Services, Inc., dated August 30, 1999.
+ 10.28          Confidentiality Agreement between Registrant and Alan Taylor,
                 dated August 30, 1999.
+ 10.29          Agreement Not to Compete between Registrant and Alan Taylor,
                 dated August 30, 1999.
+ 10.30          Registration Rights Letter Agreement between Registrant and
                 Alan Taylor, dated August 30, 1999.
+ 10.31          Asset Purchase Agreement between Registrant and CyberHighway
                 of North Georgia, Inc., dated October 29, 1999.
+ 10.32          Confidentiality Agreement among Registrant, CyberHighway of
                 North Georgia, Inc., Grady E. Brooks, Jr. and Anthony
Woodall,
                 dated December 20, 1999.
+ 10.33          Agreement Not to Compete among Registrant, CyberHighway of
                 North Georgia, Inc., Grady E. Brooks, Jr., and Anthony
                 Woodall, dated December 20, 1999.
+ 10.34          Registration Rights Letter Agreement between Registrant and
                 CyberHighway of North Georgia, Inc., dated December 20, 1999.
+ 10.35          Employment Agreement between Registrant and James Kaufman,
                 dated March 22, 1999.
+ 10.36          Confidentiality Agreement between Registrant and James
                 Kaufman, dated March 22, 1999.
+ 10.37          Agreement Not to Compete between Registrant and James
Kaufman,
                 dated March 22, 1999.
+ 10.38          Employment Agreement between Registrant and Darrell Davis,
                 dated October 4, 1999.
+ 10.39          Confidentiality Agreement between Registrant and Darrell
                 Davis, dated October 4, 1999.
+ 10.40          Agreement Not to Compete between Registrant and Darrell
Davis,
                 dated October 4, 1999.
+ 10.41          Employment Agreement between Registrant and David M. Loflin,
                 dated August 1, 1999.
+ 10.42          Confidentiality Agreement between Registrant and David M.
                 Loflin, dated August 1, 1999.
+ 10.43          Agreement Not to Compete between Registrant and David M.
                 Loflin, dated August 1, 1999.
+ 10.44          Employment Agreement between Registrant and Waddell D.
Loflin,
                 dated August 1, 1999.
+ 10.45          Confidentiality Agreement between Registrant and Waddell D.
                 Loflin, dated August 1, 1999.
+ 10.46          Agreement Not to Compete between Registrant and Waddell D.
                 Loflin, dated August 1, 1999.
*** 10.47        Settlement Agreement and Mutual Release, dated November 30,
                 1999, among Registrant, CyberHighway, Inc., Julius W. Basham,
                 II, Wm. Kim Stimpson and David W. Brown.
+ 10.48          Wholesale Customer - Dial Access Agreement between Registrant
                 and ioNET, Inc. (a division of PSINet, Inc.), dated July 21,
                 1999.
+ 10.49          ISP Agreement between Registrant and NaviNet, Inc., dated
                 August 2, 1999.
+ 10.50          Warrant Agreement between Registrant and Securities Transfer
                 Corporation, dated November 1, 1999.
+ 10.50.1        Registration Rights Letter Agreement between Registrant and
                 Michael Cohn, dated November 1, 1999.
+ 10.51          Letter Agreement between Registrant and The Research Works,
                 Inc., dated December 1, 1999.
+ 10.51.1        Warrant Agreement between Registrant and Securities Transfer
                 Corporation, dated December 1, 1999.
+ 10.52          Financial Public Relations and Investor Relations Services
                 Agreement between Registrant and Peter Rochow, dated October
                 27, 1999.
+ 10.53          Consultation Agreement - Investor Relations between
Registrant
                 and Nostas/Faessel Group, dated October 23, 1999.
+ 10.54          Corporate Communications Services Agreement between
Registrant
                 and JFMills/ Worldwide, dated November 1, 1999.
+ 10.55          Agreement and Plan of Reorganization, dated July 23, 1999,
                 among Registrant, USURF America (Alabama), Inc., Net 1, Inc.
                 and Gary Stanley.
+ 10.56          Agreement of Merger, dated August 23, 1999, among Registrant,
                 USURF America (Alabama), Inc. and Net 1, Inc.
+ 10.57          Registration Rights Letter Agreement between Registrant and
                 Kund Nielsen, III, dated August 23, 1999.
+ 10.58          Registration Rights Letter Agreement between Registrant and
                 Gary Stanley, dated August 23, 1999.
+ 10.59          Confidentiality Agreement between Registrant and Kund
Nielsen,
                 III, dated August 23, 1999.
+ 10.60          Agreement Not to Compete between Registrant and Kund Nielsen,
                 III, dated August 23, 1999.
+ 10.61          Agreement and Plan of Reorganization, dated February 1, 2000,
                 among Registrant, USURF America Internet Design, Inc.,
                 Internet Innovations, L.L.C., Ryan D. Thibodeaux and Ryan G.
                 Campanile.
+ 10.62          Agreement of Merger, dated February 16, 2000, among
                 Registrant, USURF America Internet Design, Inc. and Internet
                 Innovations, L.L.C.
+ 10.63          Registration Rights Letter Agreement, dated February 16,
2000,
                 between Registrant and Ryan D. Thibodeaux.
+ 10.64          Registration Rights Letter Agreement, dated February 16,
2000,
                 between Registrant and Ryan G. Campanile.
+ 10.65          Employment Agreement, dated February 16, 2000, between
                 Registrant, USURF America Internet Design, Inc. and Ryan D.
                 Thibodeaux.
+ 10.66          Employment Agreement, dated February 16, 2000, between
                 Registrant, USURF America Internet Design, Inc. and Ryan G.
                 Campanile.
+ 10.67          Business and Communications Consulting Services Agreement,
                 dated as of January 1, 2000, between Registrant and The
                 Humbolt Corporation.
+ 10.68          Legal and Consulting Services Agreement, dated as of January
                 1, 2000, between Registrant and Newlan & Newlan, Attorneys at
                 Law.
+ 10.69          Agreement and Plan of Reorganization, dated October 26, 1999,
                 among Registrant, CyberHighway, Inc., The Spinning Wheel,
Inc.
                 and Diggs W. Lewis, Jr.
+ 10.70          Agreement of Merger, dated February 1, 2000, among
Registrant,
                 CyberHighway, Inc. and The Spinning Wheel, Inc.
+ 10.71          Registration Rights Letter Agreement, dated February 1, 2000,
                 between Registrant and Diggs W. Lewis, Jr.
+ 10.72          Agreement Not to Compete, dated February 1, 2000, between
                 Registrant and Diggs W. Lewis, Jr.
+ 10.73          Confidentiality Agreement, dated February 1, 2000, between
                 Registrant and Diggs W. Lewis, Jr.
+ 10.74          Warrant Agreement between Registrant and Securities Transfer
                 Corporation, dated as of March 29, 2000.
+ 10.75          Employment Agreement between Registrant and Christopher L.
                 Wiebelt, dated February 15, 2000.
+ 10.76          Confidentiality Agreement between Registrant and Christopher
                 L. Wiebelt, dated February 15, 2000.
+ 10.77          Agreement Not to Compete between Registrant and
Christopher L.
                 Wiebelt, dated February 15, 2000.
+ 10.78          Management/Financial Consulting Agreement between Registrant
                 and Fair Market, Inc., dated March 15, 2000.
+ 10.79          Registration Rights Letter Agreement, dated March 29, 2000,
                 between Registrant and Shelter Capital Ltd.
+ 10.80          Registration Rights Letter Agreement, dated March 29, 2000,
                 between Registrant and Gordon Engler.
+ 10.81          Registration Rights Letter Agreement, dated March 29, 2000,
                 between Registrant and Annie Rochow.
+ 10.82          Registration Rights Letter Agreement, dated March 29, 2000,
                 between Registrant and Eden Park Homes Ltd.
+ 10.83          Registration Rights Letter Agreement, dated March 29, 2000,
                 between Registrant and G. Paul Dumas.
+ 10.84          Registration Rights Letter Agreement, dated March 29, 2000,
                 between Registrant and Daniel E. Pisenti.
+ 10.85          Registration Rights Letter Agreement, dated March 29, 2000,
                 between Registrant and Wolfgang and Helga Rochow.
+ 10.86          Registration Rights Letter Agreement, dated March 29, 2000,
                 between Registrant and Geoffrey Page Flett.
+ 10.87          Registration Rights Letter Agreement, dated March 29, 2000,
                 between Registrant and Donald Rayburn.
@ 10.88          Employment Agreement, dated May 25, 2000, between Registrant
                 and Robert A. Hart IV.
@ 10.89          Confidentiality Agreement, dated May 25, 2000, between
                 Registrant and Robert A. Hart IV.
@ 10.90          Agreement Not to Compete, dated May 25, 2000, between
                 Registrant and Robert A. Hart IV.
@ 10.91          Investment Banking Letter Agreement, dated July 19, 2000,
                 between Registrant and Gruntal & Co., LLC.
@ 10.92          Letter Agreement, dated August 21, 2000, between Registrant
                 and David M. Loflin.
@ 10.93          Consulting Agreement, dated September 21, 2000, between
                 Registrant and Centex Securities, Inc.
@ 10.94          Settlement Agreement, dated October 13, 2000, among
                 Registrant, Knud Nielsen, III and Gary Stanley.
@ 10.95          Employment Agreement, dated November 6, 2000, between
                 Registrant and Slade S. Maurer.
@ 10.96          Confidentiality Agreement, dated November 6, 2000, between
                 Registrant and Slade S. Maurer.
@ 10.97          Agreement Not to Compete, dated November 6, 2000, between
                 Registrant and Slade S. Maurer
@ 10.98          Consulting Agreement, dated November 8, 2000, between
                 Registrant and de Jong & Associates, Inc.
@ 10.99          Warrant Agreement, dated November 8, 2000, between Registrant
                 and de Jong & Associates, Inc.
@ 10.100         Settlement Agreement, dated November 29, 2000, among
                 Registrant, CyberHighway, Inc., and CTC Telecom, Inc.
@ 10.101         Consulting Services Agreement, dated December 12, 2000,
                 between Registrant and Gestalt Corporation.
@ 10.102         Stock Purchase Agreement, dated December 12, 2000, between
                 Registrant and Anchor House Ltd.
@ 10.103         Warrant Agreement, dated December 12, 2000, between
Registrant
                 and Shelter Capital Ltd.
@ 10.104         Common Stock Purchase Agreement, dated October 9, 2000,
                 between Registrant and Fusion Capital Fund II, LLC.
@ 10.105         Letter Agreement, dated December 27, 2000, between Registrant
                 and Fusion Capital Fund II, Ltd.
@ 10.106         Registration Rights Agreement, dated October 9, 2000,
between
                 Registrant and Fusion Capital Fund II, LLC.
@ 10.107         Form of Warrant Agreement, between Registrant and Securities
                 Transfer Corporation, relating to warrants to be issued
                 pursuant to common stock purchase agreement (Exhibit 10.104
                 herein).
@ 10.108         Form of Class A Warrant, to be issued pursuant to common
stock
                 purchase agreement (Exhibit 10.104 herein).
@ 10.109         Form of Class B Warrant, to be issued pursuant to common
stock
                 purchase agreement (Exhibit 10.104 herein).
@ 10.110         Form of Class C Warrant, to be issued pursuant to common
stock
                 purchase agreement (Exhibit 10.104 herein).
@ 10.111         Letter Agreement, dated January 8, 2001, between Registrant
                 and Fair Market, Inc.
@ 10.112         Letter Agreement, dated as of January 5, 2001, between
                 Registrant and Fusion Capital Fund II, LLC.
@  22.1          Subsidiaries of Registrant.
@  23.1          Consent of Weaver and Tidwell, L.L.P., independent auditor.
@  23.2          Consent of Postlethwaite & Netterville, independent auditor.
@  23.3          Consent of Newlan & Newlan, Attorneys at Law.
---------------
    @   Filed herewith.
    +   Filed previously
    #   Incorporated by reference from Registrant's Registration Statement on
Form S-1, Commission File No. 333-26385.
    *   Incorporated by reference from Registrant's Current Report on Form
8-K, date of event: July 21 1998.
    **  Incorporated by reference from Registrant's Current Report on Form
8-K, date of event: July 6, 1999.
    *** Incorporated by reference from Registrant's Current Report on Form
8-K, date of event: November 30, 1999.


    2.  Financial Statement Schedules.


  All schedules are omitted since they are furnished elsewhere in the
Prospectus.


Item 17.  Undertakings.


  The undersigned Registrant hereby undertakes:


  (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:


    (i)  To included any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act);


    (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and


    (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.


  (2)   That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.


  (3)   To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.


  Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.


                                  SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Pre-effective Amendment No. 3 to the
Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State
of Louisiana, on January 23, 2001.


USURF AMERICA, INC.



By: /s/ David M. Loflin
     David M. Loflin
     President


Pursuant to the requirements of the Securities Act of 1933, this Amendment
to this Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated:


Signatures              Title                            Date



/s/ David M. Loflin    President (Principal Executive   January 23, 2001
David M. Loflin        Officer and Acting Principal
                       Financial Officer) and Director



/s/ Waddell D. Loflin  Vice President, Secretary        January 23, 2001
Waddell D. Loflin      and Director




/s/ Ross S. Bravata    Director                         January 23, 2001
Ross S. Bravata



                        Director                        January   , 2001
Richard N. Gill



                        Director                        January   , 2001
Michael Cohn

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>



-----------
EXHIBIT 5.1
-----------


January 23, 2001



The Board of Directors
USURF America, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809


Gentlemen:


We have acted as counsel to USURF America, Inc., a Nevada corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.  The
Registration Statement covers the following securities of the Company:


  A.  Up to 6,000,000 shares of Company Common Stock, $.0001 par value per
share (the "Common Stock"), to be sold pursuant to a common stock purchase
agreement (these 6,000,000 shares being referred to herein as the "Purchase
Stock");


  B.  Up to 2,975,357 shares of Company Common Stock, all of which are
issued and outstanding, and all of which are held by shareholders of the
Company (these 2,975,357 shares being referred to herein as the "Selling
Shareholder Stock"); and


  C.  Up to 2,319,227 shares of Company Common Stock underlying issued and
outstanding common stock purchase warrants of the Company (these 2,319,227
shares being referred to herein as the "Warrant Stock").


As counsel for the Company, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of the corporate
records of the Company and such other documents or certificates of public
officials as we have deemed necessary for the opinions expressed herein.


In rendering the opinions set forth herein, we have assumed (i) the legal
capacity of all natural persons, (ii) the authenticity of all documents
submitted to us as originals and (iii) the conformity to original documents
of all documents submitted to us as copies.


Based upon our examination of such documents, materials, certificates and
information as we have deemed appropriate or relevant for the purpose of
delivering this opinion, but subject to the qualifications set forth
herein, we are of the following opinion:


  1.  The Company is a corporation duly organized and lawfully existing and
in good standing under the laws of the State of Nevada.


  2.  The 6,000,000 shares of the Purchase Stock, when issued and delivered
in accordance with the common stock purchase agreement as set forth in the
Prospectus filed as part of the Registration Statement, will be legally
issued, fully paid and non-assessable shares of Common Stock of the Company.


  3.  The 2,975,357 shares of the Selling Shareholder Stock owned by the
various shareholders named in the Prospectus filed as part of the
Registration Statement are validly issued and were duly authorized for
issuance by the Board of Directors of the Company at valid meetings
thereof, after due consideration by the Board of Directors of the facts and
circumstances surrounding such issuances, legally issued in accordance with
the laws of the State of Nevada, and appropriate stock certificates
representing such shares of Selling Shareholder Stock have been issued; the
2,975,357 shares of Selling Shareholder Stock are fully paid and
non-assessable.


  4.  The 2,319,227 shares of Warrant Stock issuable upon exercise of
certain outstanding common stock purchase warrants of the Company, when
paid for and issued in accordance with their respective terms, will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Company.


The foregoing is based solely on the facts stated herein.  No opinion
contained herein shall be construed to infer an opinion relating to any
other situation, unless such opinion is stated expressly herein.


We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus forming
part of the Registration Statement.


Sincerely,



/s/


NEWLAN & NEWLAN
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>



-------------
EXHIBIT 10.88
-------------


        EMPLOYMENT AGREEMENT


        THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between USURF
America, Inc., a duly organized Nevada corporation ("Employer"), and Robert
A. ("Drew") Hart IV, a resident of the State of Louisiana ("Employee").


        W I T N E S S E T H:


        WHEREAS, Employer is in need of persons with expertise in all facets of
technology, especially, telecommunications-related technology; and


        WHEREAS, Employee has a substantial amount of expertise in
telecommunications-related and other technology; and


        WHEREAS, Employee is willing to be employed by Employer, and Employer is
willing to employ Employee, on the terms, covenants and conditions
hereinafter set forth; and


        WHEREAS, Employer and its affiliates have accumulated valuable and
confidential information, including, without limitation, trade secrets and
know-how relating to technology, equipment, marketing plans, acquisition
plans, sources of supply, business strategies and other business records; and


        WHEREAS, the giving of the covenants contained herein is a condition
precedent to the employment of Employee by Employer and Employee
acknowledges that the execution of this Agreement and the entering into of
these covenants is an express condition of his employment by Employer and
that said covenants are given in consideration for such employment and the
other benefits conferred upon him by this Agreement; and


        NOW, THEREFORE, in consideration of such employment and other valuable
consideration, the receipt and adequacy of which is hereby acknowledged,
Employer and Employee hereby agree as follows:


SECTION I.  EMPLOYMENT OF EMPLOYEE


        Employer hereby employs, engages and hires Employee as Executive Vice
President of Technology of Employer, and Employee hereby accepts and agrees
to such hiring, engagement and employment, subject to the general
supervision and pursuant to the orders, advice and direction of the Board
of Directors of Employer. Employee shall perform duties as are customarily
performed by one holding such position in other, same or similar businesses
or enterprises as that engaged in by Employer, and shall also additionally
render such other and unrelated services and duties as may be assigned to
him from time to time by Employer.


        Employee shall devote his full-time efforts to the performance of his
duties as Executive Vice President of Technology of Employer.


SECTION II.  EMPLOYEE'S PERFORMANCE


        Employee hereby agrees that he will, at all times, faithfully,
industriously and to the best of his ability, experience and talents,
perform all of the duties that may be required of and from him pursuant to
the express and implicit terms hereof, to the reasonable satisfaction of
Employer.


SECTION III.  COMPENSATION OF EMPLOYEE


        Employer shall pay Employee, and Employee shall accept from Employer, in
full payment for Employee's services hereunder, compensation as follows:


        A.      Bonus.  In consideration of Employee's executing this Employment
Agreement, Employer shall issue to Employee, as a bonus, 250,000 shares of
its $.0001 par value common stock.  It is agreed by Employer and Employee
that such bonus shares shall be valued at the closing price for Employer's
common stock, as reported by the American Stock Exchange, on the day
immediately preceding the date as of which this Employment Agreement is
executed.


        B.      Salary.  Employee shall be paid as and for a salary the sum of
$90,000 per year, which salary shall be payable in equal installments on the 1st
and 15th days of each calendar month, in arrears, subject to deduction of
all lawful and required withholding; provided, however, that it is
specifically agreed by Employer and Employee that, until such time as
Employer obtains equity funding of not less than $2,000,000, Employee shall
be paid as and for a monthly salary a number of shares of Employer common
stock that shall have a market value of $7,500.00, which salary shall be
payable in equal installments on the 1st and 15th days of each calendar
month, in arrears, subject to deduction of all lawful and required
withholding.  At such time as Employer shall have obtained equity funding
of not less than $2,000,000, Employee's salary shall become payable solely
in cash.


                For purposes of this Paragraph B, "market value" shall mean the
average closing prices of Employer's common stock, as reported by The American
Stock Exchange, for the last three (3) trading days preceding the end of
each bi-monthly pay-period.


        C.      Insurance and Other Benefits.  As further consideration for the
covenants contained herein, Employer will provide Employee with such
insurance, welfare, sick leave and other benefits as may be established by
Employer from time to time with respect to its employees in accordance with
Employer's established procedures.  Employee shall be entitled to
Directors' and Officers' indemnification insurance coverage to the same
extent as is provided to other persons employed as officers of Employer.


        D.      Other Compensation Plans.  Employee shall be entitled to
participate, to the same extent as is provided to other persons employed by
Employer, in any future stock bonus plan, stock option plan or employee stock
ownership plan of Employer.


        E.      Expenses.  It is acknowledged that, during the term of
employment, Employee will be required to incur ordinary and necessary
business expenses on behalf of Employer in connection with the performance of
his duties hereunder.  Employer shall reimburse Employee promptly the amount
of all such expenses upon presentation of itemized vouchers or other evidence of
those expenditures.  Any single expense item in excess of $500.00 shall be
approved by Employer prior to the incurrence of such expense.


        F.      Vacations.  Employee shall be entitled to three (3) weeks paid
vacation each year for the term of this Agreement.  Such vacations shall be
taken at such times as Employer designates as to time-of-year.
Vacation time can be accumulated year-to-year up to three years maximum.


SECTION IV.  COMPANY POLICIES


        Employee agrees to abide by the policies, rules, regulations or usages
applicable to Employee as established by Employer from time to time and
provided to Employee in writing.


SECTION V.  CONFIDENTIALITY AGREEMENT; NON-COMPETITION AGREEMENT


        A.      In consideration of Employer's executing this Agreement,
Employee shall have executed, prior to the execution of this Agreement, a
Confidentiality Agreement (the "Confidentiality Agreement"), in the form
attached hereto as Exhibit "A".


        B.      In consideration of Employer's executing this Agreement,
Employee agrees, effective as of the date hereof, to sign and be bound by the
obligations of an Agreement Not to Compete (the "Non-Competition
Agreement"), in the form attached hereto as Exhibit "B".


        C.      The obligations under the Confidentiality Agreement and the
Non-Competition Agreement shall survive the termination of this Agreement.


SECTION VI.  RELEASE


        In the event Employee becomes entitled to payment pursuant to Section
VII(B) hereof, Employee shall, as a condition to such payments being made,
execute and deliver to Employer a general release in such form as is
reasonably satisfactory to Employer.


SECTION VII.  TERM AND TERMINATION


        A.      Term.  The term of this Agreement shall be a period of
three years, commencing on the date hereof.  At the expiration date, this
Agreement shall be renewed for additional one-year periods, provided neither
party hereto submits a written notice of termination within sixty (60)
days prior to the termination of either the initial term hereof or any
renewal term.


        B.      Termination.  Employer agrees not to terminate this Agreement
except for "just cause", and agrees to give Employee written notice of its
belief that acts or events constituting "just cause" exist.  Employee has the
right to cure, within thirty (30) days of Employer's giving of such notice,
the acts, events or conditions which led to Employer's notice.  For
purposes of this Agreement, "just cause" shall mean (1) the willful failure
or refusal of Employee to implement or follow the written policies or
directions of Employer's Board of Directors, provided that Employee's
failure or refusal is not based upon Employee's belief in good faith, as
expressed to Employer in writing, that the implementation thereof would be
unlawful; (2) conduct which is inconsistent with Employee's position with
Employer and which results in a material adverse effect (financial or
otherwise) or misappropriation of assets of Employer; (3) conduct which
violates the provisions contained in the Confidentiality Agreement or the
Non-Competition Agreement; (4) the intentional causing of material damage
to Employer's physical property; and (5) any act involving personal
dishonesty or criminal conduct against Employer.


                Although Employer retains the right to terminate Employee for
any reason not specified above, Employer agrees that if it discharges Employee
for any reason other than just cause, as is solely defined above, Employee
will be entitled to full compensation, including participation in all benefit
programs, for six (6) months or the remainder of the current term, original
or renewal, as the case may be, of employment, whichever is more.


                If Employee should cease his employment hereunder voluntarily
for any reason, or is terminated for just cause, all compensation and benefits
payable to Employee shall thereupon, without any further writing or act,
cease, lapse and be terminated.  However, all defined compensation,
benefits and reimbursements which accrued prior to Employee's ceasing
employment or termination, will become immediately due and payable.


                Should Employee voluntarily cease his employment, Employee
retains the right to participate for the period of this Agreement in
Employee's medical insurance plan and will be responsible for 100% of the
cost of participation.


SECTION VIII.  COMPLETE AGREEMENT


        This Agreement contains the complete agreement concerning the employment
arrangement between the parties hereto and shall, as of the effective date
hereof, supersede all other agreements between the parties.  The parties
hereto stipulate that neither of them has made any representation with
respect to the subject matter of this Agreement or any representations
including the execution and delivery hereof, except such representations as
are specifically set forth herein and each of the parties hereto
acknowledges that he or it has relied on his or its own judgment in
entering into this Agreement.  The parties hereto further acknowledge that
any payments or representations that may have heretofore been made by
either of them to the other are of no effect and that neither of them has
relied thereon in connection with his or its dealings with the other.


SECTION IX.  WAIVER; MODIFICATION


        The waiver by either party of a breach or violation of any provision of
this Agreement shall not operate as, or be construed to be, a waiver of any
subsequent breach hereof.  No waiver or modification of this Agreement or
of any covenant, condition or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged therewith
and no evidence of any waiver or modification shall be offered or received
in evidence of any proceeding or litigation between the parties hereto
arising out of, or affecting, this Agreement, or the rights or obligations
of the parties hereunder, unless such waiver or modification is in writing,
duly executed as aforesaid, and the parties further agree that the
provisions of this Section IX may not be waived except as herein set forth.


SECTION X.  SEVERABILITY


        All agreements and covenants contained herein are severable, and in the
event any one of them, with the exception of those contained in Sections I,
III, IV and V hereof, shall be held to be invalid in any proceeding or
litigation between the parties, this Agreement shall be interpreted as if
such invalid agreements or covenants were not contained herein.


SECTION XI.  NOTICES


        Any and all notices will be sufficient if furnished in writing, sent by
registered mail to his last known residence, in case of Employee, or, in
case of Employer, to its principal office address.


SECTION XII.  CORPORATE AUTHORITY OF EMPLOYER


        The execution of this Agreement by Employer has been approved by the
Executive Committee of the Board of Directors of Employer have been so
approved and authorized.


SECTION XIII.  REPRESENTATIONS OF EMPLOYEE


        Employee hereby represents to Employer:


        A.      No Legal Disability. Employee is under no legal disability with
respect to his entering into this Agreement.


        B.      Receipt of Disclosure.  Employee hereby represents and warrants
that he has received and reviewed (1) Employer's Annual Report on Form 10-KSB,
as filed with the Securities and Exchange Commission ("SEC"), (2) Employer's
Quarterly Reports on Form 10-QSB, as filed with the SEC, (3) Employer's
Current Reports on Form 8-K, as amended and as filed with the SEC.  With
respect to such information, Employee further represents and warrants that
he has had an opportunity to ask questions of, and to receive answers from,
the officers of Employer.


        C.      Representations Relating to Employer Common Stock.  Employee
represents and warrants to Employer that the shares of Employer common stock
being acquired pursuant to this Employment Agreement are being acquired for his
own account and for investment and not with a view to the public resale or
distribution of such shares and further acknowledges that the shares being
issued have not been registered under the Securities Act or any state
securities law and are "restricted securities", as that term is defined in
Rule 144 promulgated by the SEC, and must be held indefinitely, unless they
are subsequently registered or an exemption from such registration is
available.


        D.      Consent to Legend.  Employee consents to the placement of a
legend restricting future transfer on the share certificates representing the
Employer common stock delivered hereunder, which legend shall be in the
following, or similar, form:


                "THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN
RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE
SECURITIES ACT OF 1933, AS AMENDED.  THE STOCK MAY NOT BE TRANSFERRED
WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATION."


SECTION XIV.  COUNTERPARTS


        This Agreement may be executed in duplicate counterparts, each of which
shall be deemed an original and, together, shall constitute one and the
same agreement, with one counterpart being delivered to each party hereto.


SECTION XV.  BENEFIT


        The provisions of this Agreement shall extend to the successors,
surviving corporations and assigns of Employer and to any purchaser of
substantially all of the assets and business of Employer.  The term
"Employer" shall be deemed to include Employer, any joint venture,
partnership, limited liability company, corporation or other juridical entity,
in which Employer shall have an interest, financial or otherwise.


SECTION XVI.  ARBITRATION


        The parties agree that any dispute arising between them related to this
Agreement or the performance hereof shall be submitted for resolution to
the American Arbitration Association for arbitration in the Dallas, Texas,
office of the Association under the then-current rules of arbitration.  The
Arbitrator or Arbitrators shall have the authority to award to the
prevailing party its reasonable costs and attorneys fees.  Any award of the
Arbitrators may be entered as a judgment in any court competent jurisdiction.


        Notwithstanding the provisions contained in the foregoing paragraph, the
parties hereto agree that Employer may, at its election and without
delivering the notice to Employee required in Section VII(B) hereof, seek
injunctive or other equitable relief from a court of competent jurisdiction
for a violation or violations by Employee of the Confidentiality Agreement
or the Non-Competition Agreement.


SECTION XVII.  LEGAL REPRESENTATION


        Employer and Employee both acknowledge that each has utilized separate
legal counsel with respect to this Agreement.  Specifically, Employee
acknowledges that the law firm of Newlan & Newlan has drafted this
Agreement on behalf of Employer.  EMPLOYEE IS ADMONISHED TO SEEK HIS OWN
LEGAL COUNSEL. SECTION XVIII.  GOVERNING LAW


        It is the intention of the parties hereto that this Agreement and the
performance hereunder and all suits and special proceedings hereunder be
construed in accordance with and under and pursuant to the laws of the
State of Louisiana, and that, in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by
reason of this Agreement, the laws of the State of Louisiana shall be
applicable and shall govern to the exclusion of the law of any other forum,
without regard to the jurisdiction in which any such action or special
proceeding may be instituted.


        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 25th day of May, 2000.


                                                USURF AMERICA , INC.




                                                By: /s/ David M. Loflin
                                                        David M. Loflin
                                                        President




                                                /s/ Robert A. Hart IV
                                                Robert A. ("Drew") Hart IV
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>



-------------
EXHIBIT 10.89
-------------


May 25, 2000



USURF America, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809


        Re:     Confidentiality Agreement


Gentlemen:


        In connection with the execution of an employment agreement (the
"Employment Agreement") between the undersigned and USURF America, Inc.
(together with affiliates, the "Company"), the Company will furnish to the
undersigned certain information concerning its business, financial
position, operations, business contacts, assets and liabilities, as well as
certain items of equipment useful in the Wireless Internet access business.
 As a condition to such information's being furnished to the undersigned
and as a condition to the undersigned's entering into an employment
agreement with the Company, the undersigned agrees to treat any information
concerning the Company (whether prepared by the Company, its advisors, or
otherwise, and irrespective of the form of communication) which is
furnished to the undersigned now or in the future by or on behalf of the
Company (together with the material described below, herein collectively
referred to as the "Confidential Material") in accordance with the
provisions of this letter agreement, and to take or abstain from taking
certain other actions hereinafter set forth.


        The undersigned understands that the term "Confidential Material" also
includes all notes, analysis, compilations, studies, interpretations or
other documents prepared by the Company or its representatives which
contain, reflect or are based upon, in whole or in part, the information
furnished to the undersigned.  The term "Confidential Material" does not
include information which (A) is or becomes generally available to the
public other than as a result of a disclosure by the undersigned, or (B)
was lawfully within the undersigned's possession prior to its being
furnished to the undersigned by or on behalf of the Company, provided that
the source of such information was not known by the undersigned to be bound
by a confidentiality agreement with, or other contractual, legal or
fiduciary obligation of confidentiality to, the Company or any other party
with respect to such information, or (C) is disclosed to the undersigned by
a third party, provided that such third party was not known by the
undersigned to be bound by a confidentiality agreement with, or other
contractual, legal or fiduciary obligation of confidentiality to, the
Company or any other party with respect to such information.


        The undersigned hereby agrees that he will use the Confidential Material
solely in connection with the undersigned's performance of his duties under
the employment agreement, that the Confidential Material will be kept
confidential and that the undersigned will not disclose any of the
Confidential Material in any manner whatsoever.


        The undersigned hereby agrees that he shall not reverse engineer,
reverse assemble or otherwise attempt to recreate or duplicate any model or
working model capable of performing the functions of any portion or all of the
Company's Wireless Internet access system included in the Confidential
Material.


        In addition, the undersigned agrees that, without the prior written
consent of the Company, the undersigned will not disclose to any other
person the fact that the Confidential Material has been made available to
the undersigned, that discussions or negotiations are taking place
concerning a possible transaction involving the Company, or any of the
terms, conditions or other facts with respect thereto (including the status
thereof), unless, in the opinion of the undersigned's counsel, such
disclosure must be made by the undersigned in order that the undersigned
not commit a violation of law.  The term "person" as used in this letter
agreement shall be broadly interpreted to include the media and any
corporation, partnership, group, individual or other entity, but shall not
include the Securities and Exchange Commission or the Federal Trade
Commission as to any required filing with either such agency.


        In the event that the undersigned is requested or required (by oral
questions, interrogatories, requests for information or documents in legal
proceedings, subpoena, civil investigative demand or other similar process)
to disclose any of the Confidential Material, the undersigned will provide
the Company with prompt written notice of any such request or requirement
so that the Company may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this letter agreement.  If,
in the absence of a protective order or other remedy or the receipt of a
waiver by the Company, the undersigned is, nonetheless, in the opinion of
counsel, legally compelled to disclose Confidential Material, the
undersigned may, without liability hereunder, disclose only that portion of
the Confidential Material specifically required by an order of Court.
Additionally, the undersigned shall make every reasonable effort and take
every reasonable action, including, without limitation, by cooperating with
the Company, to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the Confidential
Material.


        Upon termination of the Employment Agreement or at any time upon the
request of the Company, the undersigned will promptly deliver to the
Company or certify destruction of, at the Company's direction, all
Confidential Material (and all copies thereof) furnished to the undersigned
by or on behalf of the Company pursuant hereto.  All oral Confidential
Material provided to the undersigned shall continue to be held confidential
hereunder.  Notwithstanding the return or destruction of the Confidential
Material, the undersigned will continue to be bound by obligations of
confidentiality hereunder.


        The undersigned agrees that the Company, without prejudice to any rights
to judicial relief he may otherwise have, shall be entitled to equitable
relief, including injunctive relief and specific performance, in the event
of any breach of the provisions of this letter agreement and that the
undersigned will not oppose the granting of such relief.  The undersigned
also agrees that he will not seek and agrees to waive any requirement for
the securing and posting of a bond in connection with the Company's seeking
or obtaining such relief.  In the event of litigation relating to this
letter agreement, if a court of competent jurisdiction determines that the
undersigned has breached this letter agreement, then the undersigned will
be liable to pay to the Company the reasonable legal fees incurred in
connection with such litigation, including any appeal therefrom.  Also, in
the event a court of competent jurisdiction determines that the undersigned
has not breached this letter agreement, then the Company will be liable to
pay to the undersigned the reasonable legal fees incurred in connection
with such litigation, including any appeal therefrom.


        This letter agreement is for the benefit of the Company, and shall be
construed (both as to validity and performance) and enforced in accordance
with, and governed by, the laws of the State of Louisiana applicable to
agreements made and to be performed wholly within such jurisdiction.  This
letter agreement shall remain in full force and effect until terminated by
the Company.


        Please confirm your agreement with the foregoing by signing and
returning one copy of this letter to the undersigned whereupon this letter
agreement shall become a binding agreement.


                                                Very truly yours,


                                                /s/ Robert A. Hart IV


                                                Robert Andrew ("Drew") Hart IV


AGREED AND ACCEPTED as
of the date first written above:


USURF AMERICA, INC.




By: /s/ David M. Loflin
        David M. Loflin
        President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>



-------------
EXHIBIT 10.90
-------------


        AGREEMENT NOT TO COMPETE


        THIS AGREEMENT NOT TO COMPETE is entered into by and between USURF
America, Inc., a Nevada corporation ("Employer"), and Robert Andrew
("Drew") Hart IV ("Employee").


        WHEREAS, Employee is employed by Employer as Executive Vice President of
Technology, pursuant to an employment agreement (the "Employment
Agreement"); and


        WHEREAS, as a condition to such employment, Employee has agreed to sign
and be bound by this Agreement Not to Compete; and


        NOW, THEREFORE, the parties agree as follows:


        Section 1.  Covenant Not to Compete.  Employee acknowledges that, as a
key management employee of Employer, Employee will be involved, on a high
level, in the development, implementation and management of the national
and international business strategies and plans of Employer, which shall
consist of Employer and such other business units, divisions, subsidiaries
or other entities of Employer as Employer shall determine in its sole
discretion from time to time.  By virtue of Employee's unique and sensitive
position and special background, employment of Employee by a competitor of
Employer represents a serious competitive danger to Employer, and the use
of Employee's talent and knowledge and information about Employer's
business, strategies and plans can and would constitute a valuable
competitive advantage over Employer.  In view of the foregoing, Employee
covenants and agrees that, if (i) Employee's employment with Employer is
terminated for any reason at any time for just cause or (ii) if Employee
voluntarily resigns from his employment with Employer, then, for a period
of one year after the date of such termination, Employee will not engage or
be engaged as, in any capacity, directly or indirectly, including, but not
limited to, employee, agent, consultant, manager, executive, owner or
stockholder (except as a passive investor holding less than 1% equity
interest in any enterprise the securities of which are publicly traded) in
any business entity engaged in competition with any business conducted by
Employer on the date of termination.  This Agreement Not to Compete shall
survive the termination or expiration of the Employment Agreement.  If any
court determines that this Agreement Not to Compete, or any part hereof, is
unenforceable because the duration or geographic scope of such provision,
such court shall have the power to reduce the duration or scope of such
provision, as the case may be, and, in its reduced form, such provision
shall then be enforceable.


        For purposes of this Agreement, "just cause" shall have the same meaning
as set forth in Section VII(B) of the Employment Agreement of even date
between the parties.


        Section 2.  Continuing Obligations.  Employee agrees that, for one year
following (i) his termination of employment with Employer for just cause or
(ii) his resignation as an employee of Employer, Employee shall keep
Employer informed of the identification of Employee's employer and the
nature of such employment or of Employee's self-employment.  Employer
agrees that, within fifteen days after receiving notice pursuant to this
Section 2 of the identification of the prospective employer, the nature of
the employment or self-employment or any change therein, Employer will
advise Employee as to whether such employment constitutes a violation of
Section 1 hereof.


        Section 3.  Injunctive Relief.  Employee acknowledges that the violation
of the covenants contained in this Agreement would be detrimental and cause
irreparable injury to Employer and its affiliates which could not be
compensated by money damages.  Employee agrees that an injunction from a
court of competent jurisdiction is the appropriate remedy for these
provisions, and consents to the entry of an appropriate judgment enjoining
Employee from violating these provisions in the event there is a find of
their breach.


        Section 4.  Severability of Covenants.  Each of the covenants contained
in this Agreement are independent covenants, which may be available to or
relied upon by Employer and its affiliates in any court of competent
jurisdiction.  If any one of the separate and independent covenants shall
be deemed to be unenforceable under the laws of any state of competent
jurisdiction, each of the remaining covenants shall not be affected
thereby.  Notwithstanding the provisions of this Section 4, it is
understood that every benefit received by Employee by virtue of this
Agreement is consideration for each separate covenant contained herein.


        Section 5.  Governing Law.  This Agreement shall be governed by the laws
of the State of Louisiana.


        Section 6.  Other Remedies.  The undertakings herein shall not be
construed as any limitation upon the remedies Employer might, in the
absence of this Agreement, have at law or in equity.


        INTENDING to be legally bound hereby, Employer and Employee hereby duly
execute this Agreement Not to Compete as of the date indicated below.


                                                USURF AMERICA, INC.



        Date: May 25, 2000                      By: /s/ David M. Loflin
                                                        David M. Loflin
                                                        President




        Date: May 25, 2000                      /s/ Robert A. Hart IV
                                                Robert Andrew ("Drew") Hart IV
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>



-------------
EXHIBIT 10.91
-------------


July 18, 2000


STRICTLY PRIVATE
AND CONFIDENTIAL


Mr. David M. Loflin
President and Chief Executive Officer
USURF America, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809-2198


Dear David:


This is to acknowledge and confirm the terms of our corporate finance
representation agreement (the "Agreement") as follows:


1.  USURF America, Inc. (the "Company") hereby engages Gruntal & Co., LLC
("Gruntal"), and Gruntal hereby agrees to render services to the Company,
as its exclusive corporate finance advisor and investment banker on the
terms and for the services specified herein.


Gruntal agrees to provide advice to the Company and evaluate relevant
transaction(s) the Company may consider during the term of this Agreement,
including but not limited to public or private offerings of debt or equity
securities, acquisitions, mergers or the partial or complete sale of the
stock or assets of the Company or any of its divisions or subsidiaries,
joint ventures, strategic alliances or any other financing transaction(s)
and the preparation of any fairness opinions required with respect to the
Company in connection with any transaction(s) or other matter.  Gruntal
shall be the Company's exclusive agent with respect to any and all of the
Company's corporate finance or similar transaction(s), including the
aforementioned transaction(s), and the fee schedules cited in paragraph 4
below shall apply.


2.  The term of this engagement (the "Engagement Period") shall be for a
period of twelve months commencing with the execution of this Agreement by
the Company and will be automatically extended for an additional twelve
month period unless cancelled by the Company upon thirty days written
notice by certified mail at any time subsequent to the initial Engagement
Period.


3.  The Company agrees to issue to Gruntal at the time this Agreement is
executed two hundred fifty thousand (250,000) shares of the Company's
common stock.  Gruntal will be issued additional shares of Common Stock to
maintain the same percentage ownership position in the Company two hundred
fifty thousand (250,000) shares of Common Stock provides as of the date of
the execution of this Agreement if any other shares of Common Stock or
Common Stock Equivalents are issued or granted during the term of this
Agreement, excluding shares issued pursuant to a transaction(s) consummated
under this Agreement.


4.  The Company agrees that should it consummate any transaction(s)
pursuant to this Agreement from the date hereof through a period lasting
until one year from cancellation of this Agreement with: a) a party or
parties with whom Gruntal has been in contact, has been obtained through
the efforts of Gruntal, directly or indirectly or, b) a party or parties
obtained by theCompany before or during the term of this Agreement, in
addition to the compensation set forth in paragraph 3, the Company shall
pay to Gruntal, or cause Gruntal to be paid, at the closing of such
transaction(s), a fee equal to the following:


In the event of a public offering of debt or equity securities, the fee
will be an amount to be negotiated but no less than what is customary in
the industry for a transaction of that type.  In the event of a private
offering of debt or equity securities, the fee will be 2% of the gross
proceeds raised and/or commitments provided from the sale or placement of
senior bank debt, 4.0% of the gross proceeds raised and/or commitments
provided from the sale or placement of non-convertible subordinated debt
and 8% of the gross proceeds raised and/or commitments provided from the
sale or placement of private equity or securities convertible into equity.
In the event of an equity line transaction, the fee will be 25% of any
commitment fee due to the investor (the "Commitment Fee") and 8% of the
gross proceeds of each cash drawdown (the "Drawdown Fee").


In the event of the acquisition of another company or business by the
Company, or a merger or the partial or complete sale of the stock or assets
of the Company or any of its divisions or subsidiaries, excluding the sale
of all or a portion of the Company's "Dial-Up" or Cyberhighway assets or
business to Cambridge Telephone Company or Neo Nobo, the fee will be 3% of
the consideration received or paid.  The preceding exclusion expires on
September 30, 2000.  For the purposes of the this Agreement,
"consideration" shall mean any and all cash, securities, notes, consulting
agreements, agreements not to compete, the total value of liabilities
assumed, contingent payments, payments made in installments and all other
forms of payment, compensation and purchase or sale consideration.  In the
event the Company chooses to enter into any other transaction(s) not
specified above, Gruntal shall be so notified by the Company and shall
receive for its services or otherwise by virtue of its being the Company's
exclusive corporate finance advisor and investment banker hereunder such
fees as are customary in the banking or financial industry for a
transaction of that type, unless otherwise agreed to between the Company
and Gruntal.


5.  In addition to the foregoing, in the event of the consummation by the
Company of a transaction(s) in which debt or equity capital is raised and
such transaction(s) is covered under this Agreement, Gruntal will receive a
warrant (the "Agent's Warrants") allowing it to purchase, at its option,
such number of shares or principal amount of a security with terms and
pricing identical to the security or securities purchased by and/or issued
or granted to an investor(s) in such a transaction(s), in an amount that is
equal in value to 10% of the gross proceeds received by the Company
pursuant to any such transaction(s).  The Agent's Warrant will be
exercisable at any time before the fifth anniversary of the closing of a
transaction(s) pursuant to this Agreement.  The Agent's Warrant shall,
among other things: (i) be transferable to officers and directors of
Gruntal, (ii) permit exercise on a cashless basis, (iii) grant Gruntal at
least two demand registrations and unlimited piggyback registration rights
(will all related costs to be the responsibility of the Company), and (iv)
contain such other terms as are customarily included in warrants of this
type.  We expressly agree that this paragraph is intended to grant to
Gruntal the right, through the terms of its Agent's Warrant, to acquire or
receive, on a pari passu basis, each and every type of security or
instrument issued, sold or granted to such Investor(s) up to the amount
described herein.


6.  For the one (1) year period following the expiration of this Agreement,
commencing on the closing of any transaction(s) pursuant to this Agreement,
in addition to Gruntal's rights under this Agreement, Gruntal will have the
right of first refusal (on terms at least as favorable as can be obtained
from other sources) to act as no less than co-manager in the event of any
proposed underwritten public offering of the Company's securities and as
lead manager of any proposed private placement of the Company's securities.
 The Company will notify Gruntal in writing of its intention to pursue a
public or private offering of its securities.  The Company will notify
Gruntal in writing of its intention to pursue a public or private offering
of its securities, and Gruntal will advise the Company promptly of
Gruntal's election to exercise its right (but in no event no later than
fifteen (15) business days following the submission to Gruntal).  If any
such proposal is not accepted by Gruntal, but later modified, the Company
will re-submit such proposal in writing to Gruntal and Gruntal will be
subject to the same fifteen (15) business day notice provision.  Gruntal's
election not to exercise its right with respect to a particular proposed
transaction will not adversely affect its rights hereunder with respect to
any other proposed transaction of the Company during the period referred to
above.


7.  Transaction fees described herein are payable in full, without discount
or reduction, in cash on closing of any transaction(s) pursuant to this
Agreement, except fees related to contingent payments which shall be
payable when and at any time such payments are remitted.  In an equity line
transaction, the Commitment Fee is payable at the time of closing of such
transaction and the Drawdown Fee is payable at the time of each drawdown.
For fees not paid when due, the Company will be responsible for all legal
fees incurred by Gruntal in collecting such fees.


8.  The Company will reimburse Gruntal for out-of-pocket expenses incurred
in connection with its representation and services hereunder.
Reimbursement for out-of-pocket expenses shall be paid by the Company
within ten days of receipt of invoice from Gruntal.  The Company's
obligation to Gruntal for reimbursement of out-of-pocket expenses will
survive any cancellation of this Agreement.  Notwithstanding the foregoing,
the Company's reimbursements shall be limited to a maximum of twenty five
thousand dollars ($25,000) in the aggregate, unless the Company approves
any expenses above such amount in writing.


9.  At any time after the consummation or other public announcement of a
transaction(s) completed pursuant to this Agreement, and with the approval
of the Company (which approval shall not be unreasonably withheld or
delayed), Gruntal may place an announcement in such newspapers and
publications as it may choose, stating that Gruntal has acted as exclusive
financial advisor and placement agent to the Company in connection with the
transaction(s).  The cost of such announcement shall be borne by the
Company, upon its prior written approval, such approval not to be
unreasonably withheld.


10.  The benefits of this Agreement shall inure to the parties hereto and
their respective successors and assigns, and the obligations and
liabilities assumed in this Agreement shall be binding upon the parties
hereto and their respective successors and assigns.  Notwithstanding
anything contained herein to the contrary, the Company or Gruntal shall not
assign to an unaffiliated third party any of its rights or obligations
hereunder without the express written consent of the other party.


11.  Any dispute between the parties to this Agreement shall be settled by
arbitration before the facilities of the New York Stock Exchange, Inc. or
the National Association of Securities Dealers, Inc. in the City of New
York and will be conducted pursuant to applicable federal laws, the laws of
the State of New York, without regard to conflicts of laws, and the rules
of the selected arbitral facility.  The parties understand that the award
of the arbitrators, or of a majority of them, will be final and that a
judgment upon any award rendered may be entered in any court having
jurisdiction.


12.  All notices provided hereunder shall be given in writing and either
delivered personally or by overnight courier service or sent by certified
mail, return receipt requested, if to Gruntal, to One Liberty Plaza, 17th
Floor, New York, New York 10006-1487, Attention: Mr. William J. McCluskey;
and if to the Company, to 8748 Quarters Lake Road, Baton Rouge, Louisiana
70809, Attn: David M. Loflin.


13.  The Company represents and warrants to Gruntal that David M. Loflin is
the President of the Company and is authorized on behalf of the Company to
execute the Agreement and to consummate the potential transaction(s)
described herein, and the execution of this Agreement will not conflict
with or breach the certificate or articles of incorporation or by-laws of
the Company or any agreement to which the Company is a party.


14.  Indemnification is incorporated by reference to Addendum I.


15.  The Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings and agreements between the parties.  This
Agreement cannot be modified, or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.


Please confirm that the foregoing is in accordance with your understanding
by signing and returning this letter to Gruntal and keeping a duplicate for
your files.  This Agreement shall be effective after your acceptance below
and its receipt by Gruntal at its address set forth on this letter.


Very truly yours,


Gruntal & Co., LLC


/s/ Richard L. Serrano


Richard L. Serrano
Managing Director



Agreed and accepted on the
18th day of July, 2000.


USURF America, Inc.



By: /s/ David M. Loflin
       David M. Loflin



                                                            Addendum I -
Indemnification


The Company shall:


a.  Indemnify Gruntal, its parents, affiliates and/or subsidiaries and each
of their respective officers, directors, employees and agents
(collectively, the "Indemnified Parties") and hold them harmless against
any losses, claims, damages, expenses or liabilities to which the
Indemnified Parties may become subject arising in any manner out of or in
connection with the rendering of services by Gruntal hereunder unless it is
finally judicially determined, without any further right to appeal, that
such losses, claims, damages, expenses or liabilities resulted primarily
from the gross negligence, bad faith or willful misconduct of Gruntal; and


b.  Reimburse the Indemnified Parties for any legal or other expenses
reasonably incurred by them in connection with investigating, preparing to
defend or defending lawsuits, claims or other proceedings arising in any
manner out of or in connection with the rendering of services by Gruntal
hereunder; provided, however, that in the event of a final judicial
determination is made to the effect specified in subparagraph (a) above,
the Indemnified Parties will remit to the Company any amount reimbursed
under this paragraph (b).


The Company agrees that the indemnification and reimbursement commitments
set forth in this paragraph shall apply whether or not the Indemnified
Parties are a formal party of any such lawsuits, claims or other
proceedings, that the Indemnified Parties are entitled to retain separate
counsel of their choice in connection with any of the matters to which such
commitments relate and that such commitments shall extend upon the terms
set forth in this paragraph to any Indemnified Party.


Further, the Company and Gruntal agree that if any indemnification or
reimbursement sought by Gruntal of the Company is finally judicially
determined to be unavailable then, whether or not Gruntal is entitled to
indemnification or reimbursement, the Company and Gruntal shall contribute
to the losses, claims, damages, liabilities and expenses for which such
indemnification is held unavailable in such proportion as is appropriate to
reflect the relative benefits to the Company on the one hand, and Gruntal
on the other, in connection with the transaction(s) to which such
indemnification or reimbursement related, and other equitable
considerations; provided, however, that in no event shall the amount to be
contributed by the Indemnified Parties exceed the amount of the fee
actually received by Gruntal hereunder.  The provisions hereof shall
survive any termination of this Agreement.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>



-------------
EXHIBIT 10.92
-------------


August 21, 2000



David M. Loflin
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809


Re:     Conversion of Indebtedness to Common Stock


Dear David:


This letter will serve to memorialize the agreement between you and USURF
America, Inc., whereby you have agreed to convert all current indebtedness
to you into shares of USURF common stock.  Currently, USURF owes you a
total of $967,703 ($916,045 principal, $51,658 interest).


We have agreed to convert the entire amount owed to you into shares of
common stock at the rate of one share for every $1.25 of debt converted,
for a total of 774,162 shares.  We further agreed to the $1.25 price as
that price was the low sale price for USURF common stock on Friday, August
18, 2000, as reported by The American Stock Exchange.


If the foregoing accurately reflects our agreement, please sign in the
space provided below.


Thank you.


Sincerely,


/s/ Waddell D. Loflin


Waddell D. Loflin
Vice President


AGREED AND ACCEPTED:


/s/ David M. Loflin

David M. Loflin
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>0008.txt
<TEXT>



-------------
EXHIBIT 10.93
-------------


        AGREEMENT


Agreement made as of September 20, 2000, by and between
USURF America, Inc.
An Nevada Corporation ("Company"),
with its principal offices at 8748 Quarters Lake Road, Baton Rouge, LA 70809
and
CENTEX SECURITIES, INC.,
a California Corporation, ("Centex"),
with its principal offices at 7863 Girard Avenue, Suite 302, La JolIa, CA
92037.


        WITNESSETH


WHEREAS, Company requires expertise in the area of internal financial
consulting; and


WHEREAS, Centex desires to act as an internal financial consultant to
Company to assist in enhancing the long term value of Company's capital
stock and market valuation and assist in locating private financing for
Company's business, as a finder.


NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants contained herein and subject specifically to the conditions
hereof, and intending to be legally bound thereby, the parties agree as
follows:


1.      Certain Definitions - When used in this Agreement, the following terms
shall have the meanings set forth below:


        1.1     Extraordinary Expenses - expenses that are beyond those expenses
that are usual, regular, or customary in the conduct of in-house activities in
fulfillment of the scope of this agreement.


        1.2     Equity - cash, securities or liquid assets, specifically
excluding real property.


        1.3     Payment or Payable in Kind - distribution of proceeds of a
transaction in the same type and form as was given as valuable consideration
for the transaction.


2.      Company Representations - Company hereby represents, covenants and
warrants to Centex as follows:


        2.1     Corporate Organization, Etc. - Company is a corporation duly
organized, validly existing and in good standing under the laws of the
State mentioned above and has full power and authority to carry on its
business as it is now being conducted and to own the properties and assets
it now owns.


        2.2     Public Company - Company is a reporting company as defined by
the Securities Act of 1934 and is current in required filings. The common stock
of company is listed as UAX on the American Stock Exchange.


        2.3     Authorization - Company and its' signatories herein have full
power and authority to enter into this Agreement and to carry out the
transactions contemplated hereby.


        2.4     No Violation - Neither the execution and delivery of the
Agreement nor the consummation of the transactions contemplated hereby will
violate any provision of the charter or by-laws of Company or, violate, or be in
conflict with, or constitute a default under, any agreement or commitment
to which Company is a party, or violate any statute or law or any judgment,
decree, order, regulation or rule of any court or governmental authority.


        2.5     Financial Statements - Company has heretofore delivered to
Centex a consolidated financial statement including balance sheet, income
statement and statement changes in owners equity of Company as of the fiscal
year ended, and subsequent quarterly financial statements. Such consolidated
financial statements and the notes thereto are true, complete and accurate
and fairly represent the consolidated assets, liabilities and financial
condition of Company and each Company subsidiary as at the respective dates
thereof; all in accordance with generally accepted accounting principles
consistently applied throughout the periods involved.


        2.6     Agreement in Full Force and Effect - All contracts, agreements,
plans, leases, policies and licenses referenced herein to which Company is a
party are valid and in full force and effect.


        2.7     Litigation - Except as described in Company's 10-QSB for the
period ended June 30, 2000, a copy of which has been delivered to Centex,
there is no action, suit, inquiry. proceeding or investigation by or before any
court or governmental or other regulatory or administrative agency or
commission pending or, to the best knowledge of Company threatened against
or involving Company, or which questions or challenges the validity of this
Agreement and its' subject matter; and Company does not know or have any
reason to know of any valid basis for any such action, proceeding or
investigation.


        2.8     Consents - No consent of any person, other than the signatories
hereto, is necessary to the consummation of the transactions contemplated
hereby, including, without limitation, consents from parties to loans,
contracts, leases or other agreements and consents from governmental
agencies, whether federal, state, or local.


        2.9     Representation - Company hereby acknowledges that Centex has and
will rely upon the documents, instruments and written information furnished to
Centex Securities by the Company's officers, or designated employees, and
warrants that all representations and statements so provided are true and
complete and accurate.  Company agrees to indemnify, hold harmless, and
defend Centex, its officers, directors, agents and employees, at Company's
expense for any proceeding or suit which may arise out of any inaccuracy or
incompleteness of any such material or written information supplied to Centex.


3.      Centex Services to be Rendered - Services to be rendered by Centex are
as follows:


        3.1     Best Efforts - Centex shall devote such time and best efforts as
may be reasonably necessary to perform its internal financial consulting
services on behalf of Company. Centex cannot guarantee results on behalf of
Company, but shall pursue all avenues available through its' network of
financial contacts.


        3.2     Assistance in Finding Sponsorship - Centex has a close
association with numerous broker/dealers and investment professionals across
the country and will contact and present Company to them. Centex shall use
their contacts in the brokerage community to assist the Client with
establishing relationships with securities dealers, to provide the most
recent corporate information to interested securities dealers on a regular
basis in support of Company's business objective to establish a nationwide
network of securities dealers that is continually expanded.


        3.3     Research Information (OPTIONAL) - Centex will request at
Company's expense research as described herein by CSK Research, a third party
independent company. CSK will disseminate accurate research information on
Company which will contain current corporate information that can be
incorporated into material sent to shareholders and others on an as-needed
basis. The information would include current developments, corporate goals,
management's intentions for future growth and a variety of other pertinent
information.  Company shall not be required to honor the request of Centex
hereunder.


        3.4     Media and Public Relations Coordination - Centex will assist in
coordination with financial public relation firms and news media sources.


        3.5     Preparation of Securities Related Documents -Centex will
provide, if requested by Company, advice and consultation with respect to the
review of the preparation of a Business Plan.  It will include a complete
corporate history, background information on the corporate structure and
management, current operations information any projections resulting from the
management goals. Input to support preparation, and review of completed
documents will be provided by Centex. The use of out-of-house experts and
professionals by Centex is permitted subject to approval by Company.


4       Compensation to Centex


        4.1     Initial Fee - Company shall pay Centex an upfront initial fee of
450,000 restricted shares of Company common stock.  All of the shares
issued to Centex shall possess piggy-back registration rights and Company
hereby agrees to include all of such shares in its currently pending
Registration Statement on Form S-1 (SEC File No. 333-96027).  The
registration rights granted hereby shall apply to such shares upon any
transfer thereof prior to their registration.


        4.2     Monthly Fee - $0


        4.3     Additional Fees -Company and Centex shall mutually agree upon
any additional fees which Company may pay in the future for services rendered
by Centex under this Agreement.


        4.4     Optional Form of Payment - Centex may, at the time for each
payment and at its' sole option, elect to receive all or a portion of said
fees in the form of securities, equity, or financing instruments issued by
Company to Centex on terms agreed upon by Company in writing.


        4.5     Extraordinary Expenses - Extraordinary expenses of Centex
shall be submitted to Company for approval prior to expenditure and, if
approved, shall be paid by Company, within ten (10) business days of receipt of
Centex request for payment.


        4.6     Finder's Fees - In the event Company and any third party funding
sources(s) or underwriter(s) introduced by Centex, arrive at a mutual
funding or underwriting agreement, Company hereby agrees to pay Centex a
finder's fee of 5% of the gross proceeds derived from such funding, payable
upon the consummation of such funding or underwriting, even though the
terms of this agreement may have expired.


        4.6.1   Company hereby directs and authorizes such funding sources(s)
(s) or underwriter(s) to pay said finder's fee directly to, or to direct a third
party escrow, if applicable, to make payment directly to Centex.


        4.6.2   In the event of a sccurities offering where the underwriter is
required to reduce its proposed compensation in order to satisfy the NASD's
Rules of Fair Practice or the rules promulgated by a State securities
commissioner because said advisory fees has been deemed "underwriting
compensation", said finder's fees shall be reduced as necessary to permit
the underwriter to obtain such approval or approvals of its underwriting
compensation, but in no event shall said finder's fee be reduced below 20%
of the total underwriting compensation, exclusive of selling commission and
selling expenses without prior written consefit of Centex which may not be
unreasonably withheld.


        4.6.3   Centex may, at its sole option, elect to receive all or a
portion of said finder's fee as payment in kind, i.e., prorate in the same
fonn and
type of securities, equity, or financing instruments issued to the funding
source or underwriter by Company. In the event the exercise of this option
results in additional expense over and above the expenscs of the funding
and/or underwriting then the additional expenses shall be borne by Centex.
In addition the exercise of this option by Ccntex shall not impede or
otherwisc have a negative effect on the funding or underwriting.


        4.7     Merger Fees - In the event Company and any merger entity arrive
at a merger agreement resulting from Centex introduction and efforts, Company
hereby agrees to pay Centex a finder's fee of 5% payable in kind in the
same form and type, including as to restriction or registration, of
securities, equity, or financing instruments issued to consummate the merger.




        4.7.1   Said finder's fee(s) is/are earned at the time of
consummation of such merger and are due and payable on the same schedule for
payment as contained in the merger agreement to pay such finder's fees
directly to, or to direct a third party escrow, if applicable, to make
payment directly to Centex.


        4.8     Interest on Funds Due - Company shall pay interest on all
payments in arrears due Centex, at the rate of 10% per annum.


5.      Indemnification - Each party shall save the other harmless from and
against and shall indemnify the other for any liability, loss, and costs,
expenses or damages howsoever caused by reason of any injury (whether to
body, property, personal or business character or reputation) sustained by
any person or to any person or property by reason of any act neglect,
default or omission of it or any of its agent, employees, or other
representatives arising out of or in relation to this Agreement. Nothing
herein is intended to nor shall it relieve either party from liability for
its own act, omission or negligence.  All remedies provided by law or in
equity shall be cumulative and not in the alternative.


6.      Confidentiality - Centex and Company each agree to provide reasonable
security measures to keep information confidential whose release may be
detrimental to the business. Centex and Company shall each require their
employees, agents, affiliates, subcontractors, other licensees, and others
who will properly have access to the information through Centex and Company
respectively, to first enter into appropriate non-disclosure agreements
requiring the confidentiality contemplated by this Agreement in perpetuity.


        7.1     Amendment and Modification - Subject to applicable law, this
Agreement may be amended modified .and supplemented by written agreement of
Centex and Company or by their duly authorized respective officers.


        7 .2    Waiver of Compliance - Any failure of Centex, on the one hand,
or Company, on the other, to comply with any obligation. agreement or
condition herein may be expressly waived in writing, but such waiver of
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.


        7.3     Expenses, Transfer Taxes, Etc. - Whether or not the transaction
contemplated by this Agreement shall be consummated, Centex agrees that all
fees and expenses incurred by Centex in connection with this Agreement,
shall be borne by each Party, including, without limitation as to Centex or
Company, all fees of counsel and accountants.


        7.4     Other Business Opportunities - Except as expressly provided
in this Agreement, each party hereto shall have the right independently to
engage in and receive full benefits from business activities. In the case of
business prior to this Agreement or, if such activities are proposed,
within 10 days prior to engagement therein. The doctrines of "corporate
opportunity" or "business opportunity" shall not be applied to any other
activity, venture or operation of either party.


        7.5     Compliance with Regulatory Agencies - Each party represents to
the other party that all actions, direct or indirect, taken by it and its'
respective agents, employees and affiliates in connection with this
agreement and any financing or underwriting hereunder shall conform to all
applicable Federal and State Securities Laws.


        7.6     Notices - Any notices to be given hereunder by any party to the
other may be effected by personal delivery in writing or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices
shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this Agreement, but any party may change his
address by written notice in accordance with this subsection. Notices
delivered personally shall be deemed communicated as of actual receipt;
mailed notices shall be deemed communicated as of three (3) days after
mailing.


        7.7     Assignment - This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor
any of the rights, interest or obligations hereunder shall be assigned by
any of the parties hereto without the prior written consent of the other
parties, except by operation of law.


        7.8     Delegation - Neither party shall delegate the performance of its
duties under this Agreement without the prior written consent of the other
party.


        7.9     Publicity - Neither Centex nor Company shall make or issue, or
cause to be made or issued, any announcement or written statement concerning
this Agreement or the transactions contemplated hereby for dissemination to the
general public without the prior consent of the other party. This provision
shall not apply, however, to any announcement or written statement required
to be made by law or the regulations of any federal or state governmental
agency, except that the party required to make such announcement shall,
whenever practicable, consult with the other party concerning the timing
and consent of such announcement before such announcement is made.


        7.10    Governing Law - This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the
laws of the State of California, without regard to its conflict of law
doctrine. Company and Centex agree that if action is instituted to enforce
or interpret any provision of this Agreement then jurisdiction and venue
shall be San Diego County, California.


        7.11    Counterparts - This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


        7.12    Headings -The headings of the Sections of this Agreement are
inserted for convenience only and shall not constitute a part hereof or
affect in any way the meaning or interpretation of this Agreement.





        7.13    Entire Agreement - This Agreement, including any Exhibits
hereto, and the other documents and certificates delivered pursuant to the
term hereof, sct forth the entire Agreement and understanding of the parties
hereto in respect of the subject matter contained herein, and supersedes all
prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer,
employee or representative of any party hereto.


        7.14    Third Parties - Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or corporation other than
the parties hereto and their successors or assigns, any rights or remedies
under or by reason of this Agreement.


        7.15    Attorneys' Fees and Costs - If any action is necessary to
enforce and collect upon the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees and costs, in addition to any
other relief to which that party may be entitled. This provision shall be
construed as applicable to the entire agreement.


        7.16    Severability - If any part of this Agreement is found, or
deemed by a court of competent jurisdiction, to be invalid or unenforceable,
that part shall be severable from the remainder of this Agreement.


        7.17    Further Assurances - Each of the parties agrees that it shall
from time to time take such actions and execute such additional instruments as
may be reasonably necessary or convenient to implement and carry out the
intent and purpose of this Agreement.


        7.18    Right to Data After Termination - After termination of this
Agreement each party shall be entitled to copies of all information acquired
hereunder as of the date of termination and not previously furnished to it.


        7.19    Relationship of the Parties - Nothing contained in this
Agreement shall be deemed to constitute either party the partner of the other,
nor, except as otherwise herein expressly provided, to constitute either party
the agent or legal representative of the other, nor to create any fiduciary
relationship between them. It is not the intention of the parties to
create, nor shall this Agreement be construed to create any commercial or
other partnership. Neither party shall have any authority to act for or to
assume any obligation or responsibility on behalf of the other party,
except as otherwise expressly provided herein. The rights, duties,
obligations and liabilities of the parties shall be several and not joint
or collective. Each party hereto shall be responsible only for its
obligations as herein set out and shall be liable only for its share of the
costs and expenses as provided herein. Each party shall indemnify, defend
and hold harmless the other party, its directors, officers, and employees
from and against any and all losses, claims, damages and liabilities
arising out of any act or any assumption of liability by the indemnifying
party, or any of its directors, officers or employees, done or undertaken,
or apparently done or undertaken, on behalf of the other party, except
pursuant to the authority expressly granted herein or otherwise agreed in
writing between the parties.


8.      Term of Agreement and Termination - This Agreement shall be effective
upon execution, and shall continue for (SIX MONTHS) unless terminated
sooner, by either party, upon giving to the other party thirty (30) days
written notice, after which time this Agreement is terminated. Centex shall
be entitled to any finders fees for funding or underwriting commitments
entered into within one year after the termination of this Agreement if
said funding or underwriting, as evidenced in writing, was the result of
Centex efforts prior to the termination of this agreement.


9.      Centex Securities will provide Company with names, addresses, phone and
fax numbers for the database of parties contacted concerning this program.


10.     In addition to the compensation referred to in paragraph four Centex
will be entitled to any and all additional compensation for any related
transaction(s) only if such transaction(s) are identified and communicated
to at the point of inception.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.


USURF AMERICA, INC.                             CENTEX SECURITIES, INC.




By: /s/ David M. Loflin                                 By: /s/ Bruce A. Biddick
        David Loflin                                            Bruce A. Biddick
        President                                               President-CEO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>0009.txt
<TEXT>



-------------
EXHIBIT 10.94
-------------
                             SETTLEMENT AGREEMENT


NOW COMES AND APPEARS USURF America, Inc., a corporation organized under
the laws of Nevada (hereinafter "USURF'); USURF America (Alabama), lnc., a
corporation organized under the laws of the State of Alabama (hereinafter
"USURF Alabama"); Knud Nielsen, III, of the full age of majority and
domiciled in the State of Alabama (hereinafter "Nielsen"); and Gary
Stanley, of the full age of majority and domiciled in the State of Alabama
(hereinafter "Stanley").


1.  On the 29th day of August, 1999, USURF, USURF Alabama, Stanley, Nielsen
and Net 1, Inc. (hereinafter "Net 1") entered into an "Agreement and Plan
of Reorganization" (hereinafter the "Plan"). The stated purpose of the Plan
was the merger of Net 1 into USURF Alabama and the exchange of the stock
held by Nielsen and Stanley in Net 1 for stock in USURF (hereinafter the
"acquisition stock").


2.  The amount of acquisition stock transferred to Nielsen and Stanley was
as follows:


                   Nielsen                       127,500 shares
                   Stanley                       122,500 shares


(hereinafter the "Nielsen shares" and the "Stanley shares").


3.  A dispute has arisen by and between the parties regarding the
agreements that gave rise to the Plan and the registration of the
acquisition shares on behalf of Nielsen and Stanley.  This dispute has gone
into arbitration and is known as '"In the Matter of the Arbitration between
Knud Nielsen, III -and- USURF America. Inc.," bearing No.71 168 00656 99
(hereinafter the "arbitration").


4.  Now, in order to compromise and/or settle any and all claims between
the parties, their officers, agents, contractors or employees, whether
known or unknown. matured or un-matured, including but not limited to those
claims that may be related to the Plan, the implementation of the Plan, the
acquisition stock, or the arbitration, the parties hereto agree to the
following:


a.  The acquisition of Net 1 by merger into USURF Alabama under the terms
of the Plan is hereby rescinded.


b.  Nielsen does hereby tender and return the Nielsen shares to USURF and
Stanley does hereby tender and rerum the Stanley shares to USURF.


c.  USURF agrees to issue to Nielsen 202,500 shares (hereinafter the
"Nielsen settlement shares") and to Stanley, in two certificates of 23,750
shares each, (hereinafter collectively the "Stanley settlement shares").
The consideration for the issuance of the Nielsen settlement shares and the
Stanley settlement shares is the compromise and release of any and all
claims as described herein by and between the parties, the dismissal of the
arbitration with all parties bearing their own costs, the return of the
acquisition shares by Nielsen and Stanley for cancellation by USURF, and
the rescission of the merger by and between Net 1 and USURF Alabama as
called for under the Plan.


d.  USURF agrees to deliver to Nielsen the Nielsen settlement shares and to
Stanley the Stanley settlement shares within three (3) full business days
of the execution of this agreement.  USURF further agrees that it will
register 100% of the Nielsen settlement shares and the Stanley settlement
shares in the name of Nielsen and Stanley, or their assignees, as part of
the registration statement that is currently being completed as of the date
of the making of this agreement.


e.  Nielsen agrees that upon registration of the Nielsen settlement shares
that he will not sell his shares within the first sixty (60) days
subsequent to the registration other than to sell not more than one-third
(1/3rd) of the total number of the Nielsen settlement shares as of the date
of the registration of the Nielsen settlement shares and not more than
one-third (1/3rd) of the Nielsen settlement shares within each month there
after for the following two (2) month from the date of the registration of
the Nielsen settlement shares.
f.  Stanley, for himself and on behalf of the holders of the Stanley
settlement shares, agrees that not more than ten thousand (10,000) shares
per day of the Stanley settlement shares will be sold for the first twenty
(20) days after the registration of the Stanley settlement shares.


g.  USURF Alabama does hereby transfer, set over, and assign any and all
right, title and interest in and to all assets that comprises the property
belonging to USURF Alabama acquired in its merger with Net t under the
terms of the Plan to Net 1 Telecommunication Services, Inc., including but
not limited to, all furniture, fixtures and equipment currently in the
possession of Stanley, as well as any and all Internet service provider
agreements that USURF Alabama obtained and/or generated during
jts operation with its customer base.


h.  Nielsen agrees to assume and to hold Stanley, USURF and USURF Alabama
harmless from the obligation of the former Net 1 whether or not same may
have been assumed by USURF Alabama under the Plan to Regions Bank in the
approximately amount of FIFTY THOUSAND AND NO/100 ($50,000.00) DOLLARS as
of the date of this agreement.


i.  Stanley assumes and agrees to hold Nielsen, USURF and USURF Alabama
harmless from any and all other debt of the former Net 1 whether or not
same may have been assumed by USURF Alabama under the effectuation of the
Plan, or which has arisen since the effectuation of the Plan in the name of
Net 1 and/or USURF Alabama.


5.  The parties further agree that all parties must approve the contents of
any and all public statements made by any party, their officers, agents
contractors and employees regarding this Agreement, such approval will not
be unreasonably withheld by any party.


6.  The parties hereby state that this agreement sets forth the entirety of
their understanding, they hereby bind themselves, their successors and
assigns to the terms of this agreement and further state that the terms of
this agreement cannot be altered and/or modified with the consent,
expressed in writing, by all parties to the agreement.


7.  The parties agree that upon the default byany party to this agreement
of any obligation assumed by a party to this agreement, the party to whom
the obligation was owed will give a fifteen (15) day written notice to the
defaulting party for the purposes of allowing the defaulting party to
undertake a cure of the default.  For that purpose, notices shall be given
as follows:


        USURF America, Inc. to:                  Patrick F. McGrew
                                                 5757 Corporate Boulevard
                                                 Suite 101
                                                 Baton Rouge, LA 70808


         USURF America (Alabama), Inc. to:       Patrick F. McGrew
                                                 5757 Corporate Boulevard
                                                 Suite 101
                                                 Baton Rouge, LA 70808


         Knud Nielsen, III to:                   Wesley Pipes
                                                 Lyons, Pipes & Cook
                                                 P. 0. Box 2727
                                                 Mobile, AL 36652-2727


         Gary Stanley to:                        James H. Halford, II
                                                 P.O. Box 116
                                                 Brewton, Alabama 36427


8.  The parties agree that should this agreement be placed in the hands of
an attorney for the purposes of the enforcement of any of its terms or
provisions, the prevailing party shall be entitled, in addition to any
other relief that may be granted under the terms of this contract,
reasonable attorney's fees and all costs of the enforcement actions.


9.  This agreement has been executed in multiple originals and is effective
against each party on the date inscribed next to the signature for that
party.  Should all parties not execute the agreement with fifteen (15) days
of the date of the first execution by any party, then this agreement shall
be considered null and void.


Thus acknowledged on the date inscribed by each party.


                                                USURF America, Inc.


Dated: 10/12/00


                                                By: /s/ David M. Loflin
                                                         David M. Loflin,
President


                SWORN TO AND SUBSCRIBED, before me, Notary, on this 12 day
of October 2000.


                                                        /s/
                                               Notary Public


                                                USURF America (Alabama), Inc.


Dated: 10/12/00


                                                By: /s/ David M. Loflin


                SWORN TO AND SUBSCRIBED, before me, Notary, on this 12 day
of October 2000.


                                                        /s/
                                               Notary Public



                                                 /s/ Knud Nielsen, III
                                                KNUD NIELSEN, III
Dated: 10/13/00


                SWORN TO AND SUBSCRIBED, before me, Notary, on this 13 day
of October 2000.


                                                        /s/
                                               Notary Public



                                                 /s/ Gary Stanley
                                                GARY STANLEY
Dated: 10/13/00


                SWORN TO AND SUBSCRIBED, before me, Notary, on this 13 day
of October 2000.


                                                        /s/
                                               Notary Public
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>0010.txt
<TEXT>



-------------
EXHIBIT 10.95
-------------


        EMPLOYMENT AGREEMENT


        THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between USURF
America, Inc., a duly organized Nevada corporation ("Employer"), and Slade
S. Maurer, a resident of the State of Louisiana ("Employee").


        W I T N E S S E T H:


        WHEREAS, Employer is in need of persons with expertise in software
design and programming; and


        WHEREAS, Employee has a substantial amount of expertise in software
design and programming; and


        WHEREAS, Employee is willing to be employed by Employer, and Employer is
willing to employ Employee, on the terms, covenants and conditions
hereinafter set forth; and


        WHEREAS, Employer and its affiliates have accumulated valuable and
confidential information, including, without limitation, trade secrets and
know-how relating to technology, equipment, marketing plans, acquisition
plans, sources of supply, business strategies and other business records; and


        WHEREAS, the giving of the covenants contained herein is a condition
precedent to the employment of Employee by Employer and Employee
acknowledges that the execution of this Agreement and the entering into of
these covenants is an express condition of his employment by Employer and
that said covenants are given in consideration for such employment and the
other benefits conferred upon him by this Agreement; and


        NOW, THEREFORE, in consideration of such employment and other valuable
consideration, the receipt and adequacy of which is hereby acknowledged,
Employer and Employee hereby agree as follows:


SECTION I.  EMPLOYMENT OF EMPLOYEE


        Employer hereby employs, engages and hires Employee as Manager of
Software Research and Development of Employer, and Employee hereby accepts and
agrees to such hiring, engagement and employment, subject to the general
supervision and pursuant to the orders, advice and direction of the Board
of Directors of Employer. Employee shall perform duties as are customarily
performed by one holding such position in other, same or similar businesses
or enterprises as that engaged in by Employer, and shall also additionally
render such other and unrelated services and duties as may be assigned to
him from time to time by Employer.


        Employee shall devote his full-time efforts to the performance of his
duties as Manager of Software Research and Development of Employer.


SECTION II.  EMPLOYEE'S PERFORMANCE


        Employee hereby agrees that he will, at all times, faithfully,
industriously and to the best of his ability, experience and talents,
perform all of the duties that may be required of and from him pursuant to
the express and implicit terms hereof, to the reasonable satisfaction of
Employer.


SECTION III.  COMPENSATION OF EMPLOYEE


        Employer shall pay Employee, and Employee shall accept from Employer, in
full payment for Employee's services hereunder, compensation as follows:


        A.      Bonus.  In consideration of Employee's executing this Employment
Agreement, Employer shall issue to Employee, as a bonus, 10,000 shares of
its $.0001 par value common stock.  It is agreed by Employer and Employee
that such bonus shares shall be valued at the closing price for Employer's
common stock, as reported by the American Stock Exchange, on the trading
day immediately preceding the date as of which this Employment Agreement is
executed.


        B.      Salary.  Employee shall be paid as and for a salary the sum of
$36,400 per year, which salary shall be payable in equal installments on the 1st
and 15th days of each calendar month, in arrears, subject to deduction of
all lawful and required withholding.


        C.      Insurance and Other Benefits.  As further consideration for the
covenants contained herein, Employer will provide Employee with such
insurance, welfare, sick leave and other benefits as may be established by
Employer from time to time with respect to its employees in accordance with
Employer's established procedures.  Employee shall be entitled to
Directors' and Officers' indemnification insurance coverage to the same
extent as is provided to other persons employed as officers of Employer.


        D.      Other Compensation Plans.  Employee shall be entitled to
participate, to the same extent as is provided to other persons employed by
Employer, in any future stock bonus plan, stock option plan or employee stock
ownership plan of Employer.


        E.      Expenses.  It is acknowledged that, during the term of
employment, Employee will be required to incur ordinary and necessary
business expenses on behalf of Employer in connection with the performance of
his duties hereunder.  Employer shall reimburse Employee promptly the amount of
all such expenses upon presentation of itemized vouchers or other evidence of
those expenditures.  Any single expense item in excess of $100.00 shall be
approved by Employer prior to the incurrence of such expense.


        F.      Vacations.  Employee shall be entitled to two (2) weeks paid
vacation each year for the term of this Agreement.  Such vacations shall be
taken at such times as Employer designates as to time-of-year.  Vacation time
can be accumulated year-to-year up to three years maximum.


SECTION IV.  COMPANY POLICIES


        Employee agrees to abide by the policies, rules, regulations or usages
applicable to Employee as established by Employer from time to time and
provided to Employee in writing.


SECTION V.  CONFIDENTIALITY AGREEMENT; NON-COMPETITION AGREEMENT


        A.      In consideration of Employer's executing this Agreement,
Employee shall have executed, prior to the execution of this Agreement, a
Confidentiality Agreement (the "Confidentiality Agreement"), in the form
attached hereto as Exhibit "A".


        B.      In consideration of Employer's executing this Agreement,
Employee agrees, effective as of the date hereof, to sign and be bound by the
obligations of an Agreement Not to Compete (the "Non-Competition
Agreement"), in the form attached hereto as Exhibit "B".


        C.      The obligations under the Confidentiality Agreement and the
Non-Competition Agreement shall survive the termination of this Agreement.


SECTION VI.  RELEASE


        In the event Employee becomes entitled to payment pursuant to Section
VII(B) hereof, Employee shall, as a condition to such payments being made,
execute and deliver to Employer a general release in such form as is
reasonably satisfactory to Employer.


SECTION VII.  TERM AND TERMINATION


        A.      Term.  The term of this Agreement shall be a period of one year,
commencing on the date hereof.  At the expiration date, this Agreement
shall be renewed for additional one-year periods, provided neither party
hereto submits a written notice of termination within sixty (60) days prior
to the termination of either the initial term hereof or any renewal term.


        B.      Termination.  Employer agrees not to terminate this Agreement
except for "just cause", and agrees to give Employee written notice of its
belief that acts or events constituting "just cause" exist.  Employee has the
right to cure, within thirty (30) days of Employer's giving of such notice,
the acts, events or conditions which led to Employer's notice.  For
purposes of this Agreement, "just cause" shall mean (1) the willful failure
or refusal of Employee to implement or follow the written policies or
directions of Employer's Board of Directors, provided that Employee's
failure or refusal is not based upon Employee's belief in good faith, as
expressed to Employer in writing, that the implementation thereof would be
unlawful; (2) conduct which is inconsistent with Employee's position with
Employer and which results in a material adverse effect (financial or
otherwise) or misappropriation of assets of Employer; (3) conduct which
violates the provisions contained in the Confidentiality Agreement or the
Non-Competition Agreement; (4) the intentional causing of material damage
to Employer's physical property; and (5) any act involving personal
dishonesty or criminal conduct against Employer.


                Although Employer retains the right to terminate Employee for
any reason not specified above, Employer agrees that if it discharges Employee
for any reason other than just cause, as is solely defined above, Employee will
be entitled to full compensation, including participation in all benefit
programs, for six (6) months or the remainder of the current term, original
or renewal, as the case may be, of employment, whichever is more.


                If Employee should cease his employment hereunder voluntarily
for any reason, or is terminated for just cause, all compensation and benefits
payable to Employee shall thereupon, without any further writing or act,
cease, lapse and be terminated.  However, all defined compensation,
benefits and reimbursements which accrued prior to Employee's ceasing
employment or termination, will become immediately due and payable.


                Should Employee voluntarily cease his employment, Employee
retains the right to participate for the period of this Agreement in
Employee's medical insurance plan and will be responsible for 100% of the
cost of participation.


SECTION VIII.  COMPLETE AGREEMENT


        This Agreement contains the complete agreement concerning the employment
arrangement between the parties hereto and shall, as of the effective date
hereof, supersede all other agreements between the parties.  The parties
hereto stipulate that neither of them has made any representation with
respect to the subject matter of this Agreement or any representations
including the execution and delivery hereof, except such representations as
are specifically set forth herein and each of the parties hereto
acknowledges that he or it has relied on his or its own judgment in
entering into this Agreement.  The parties hereto further acknowledge that
any payments or representations that may have heretofore been made by
either of them to the other are of no effect and that neither of them has
relied thereon in connection with his or its dealings with the other.


SECTION IX.  WAIVER; MODIFICATION


        The waiver by either party of a breach or violation of any provision of
this Agreement shall not operate as, or be construed to be, a waiver of any
subsequent breach hereof.  No waiver or modification of this Agreement or
of any covenant, condition or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged therewith
and no evidence of any waiver or modification shall be offered or received
in evidence of any proceeding or litigation between the parties hereto
arising out of, or affecting, this Agreement, or the rights or obligations
of the parties hereunder, unless such waiver or modification is in writing,
duly executed as aforesaid, and the parties further agree that the
provisions of this Section IX may not be waived except as herein set forth.


SECTION X.  SEVERABILITY


        All agreements and covenants contained herein are severable, and in the
event any one of them, with the exception of those contained in Sections I,
III, IV and V hereof, shall be held to be invalid in any proceeding or
litigation between the parties, this Agreement shall be interpreted as if
such invalid agreements or covenants were not contained herein.


SECTION XI.  NOTICES


        Any and all notices will be sufficient if furnished in writing, sent by
registered mail to his last known residence, in case of Employee, or, in
case of Employer, to its principal office address.


SECTION XII.  CORPORATE AUTHORITY OF EMPLOYER


        The execution of this Agreement by Employer has been approved by the
Executive Committee of the Board of Directors of Employer and the issuance
and delivery of the bonus shares have been so approved and authorized.


SECTION XIII.  REPRESENTATIONS OF EMPLOYEE


        Employee hereby represents to Employer:


        A.      No Legal Disability. Employee is under no legal disability with
respect to his entering into this Agreement.


        B.      Receipt of Disclosure.  Employee hereby represents and warrants
that he has received and reviewed (1) Employer's Annual Report on Form 10-KSB
, as filed with the Securities and Exchange Commission ("SEC"), (2) Employer's
Quarterly Reports on Form 10-QSB, as filed with the SEC, (3) Employer's
Current Reports on Form 8-K, as amended and as filed with the SEC.  With
respect to such information, Employee further represents and warrants that
he has had an opportunity to ask questions of, and to receive answers from,
the officers of Employer.


        C.      Representations Relating to Employer Common Stock.  Employee
represents and warrants to Employer that the shares of Employer common stock
being acquired pursuant to this Employment Agreement are being acquired for his
own account and for investment and not with a view to the public resale or
distribution of such shares and further acknowledges that the shares being
issued have not been registered under the Securities Act or any state
securities law and are "restricted securities", as that term is defined in
Rule 144 promulgated by the SEC, and must be held indefinitely, unless they
are subsequently registered or an exemption from such registration is
available.


        D.      Consent to Legend.  Employee consents to the placement of a
legend restricting future transfer on the share certificates representing the
Employer common stock delivered hereunder, which legend shall be in the
following, or similar, form:


                "THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN
RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE
SECURITIES ACT OF 1933, AS AMENDED.  THE STOCK MAY NOT BE TRANSFERRED
WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATION."





SECTION XIV.  COUNTERPARTS


        This Agreement may be executed in duplicate counterparts, each of which
shall be deemed an original and, together, shall constitute one and the
same agreement, with one counterpart being delivered to each party hereto.


SECTION XV.  BENEFIT


        The provisions of this Agreement shall extend to the successors,
surviving corporations and assigns of Employer and to any purchaser of
substantially all of the assets and business of Employer.  The term "Employer"
shall be deemed to include Employer, any joint venture, partnership, limited
liability company, corporation or other juridical entity, in which Employer
shall have an interest, financial or otherwise.


SECTION XVI.  ARBITRATION


        The parties agree that any dispute arising between them related to this
Agreement or the performance hereof shall be submitted for resolution to
the American Arbitration Association for arbitration in the Dallas, Texas,
office of the Association under the then-current rules of arbitration.  The
Arbitrator or Arbitrators shall have the authority to award to the
prevailing party its reasonable costs and attorneys fees.  Any award of the
Arbitrators may be entered as a judgment in any court competent jurisdiction.


        Notwithstanding the provisions contained in the foregoing paragraph, the
parties hereto agree that Employer may, at its election and without
delivering the notice to Employee required in Section VII(B) hereof, seek
injunctive or other equitable relief from a court of competent jurisdiction
for a violation or violations by Employee of the Confidentiality Agreement
or the Non-Competition Agreement.


SECTION XVII.  LEGAL REPRESENTATION


        Employer and Employee both acknowledge that each has utilized separate
legal counsel with respect to this Agreement.  Specifically, Employee
acknowledges that the law firm of Newlan & Newlan has drafted this
Agreement on behalf of Employer.  EMPLOYEE IS ADMONISHED TO SEEK HIS OWN
LEGAL COUNSEL.


SECTION XVIII.  GOVERNING LAW


        It is the intention of the parties hereto that this Agreement and the
performance hereunder and all suits and special proceedings hereunder be
construed in accordance with and under and pursuant to the laws of the
State of Louisiana, and that, in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by
reason of this Agreement, the laws of the State of Louisiana shall be
applicable and shall govern to the exclusion of the law of any other forum,
without regard to the jurisdiction in which any such action or special
proceeding may be instituted.


        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 6th day of November, 2000.


                                                USURF AMERICA , INC.



                                                By: /s/ David M. Loflin
                                                        David M. Loflin
                                                        President



                                                /s/ Slade S. Maurer
                                                Slade S. Maurer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>0011.txt
<TEXT>



-------------
EXHIBIT 10.96
-------------


November 6, 2000



USURF America, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809


        Re:     Confidentiality Agreement


Gentlemen:


        In connection with the execution of an employment agreement (the
"Employment Agreement") between the undersigned and USURF America, Inc.
(together with affiliates, the "Company"), the Company will furnish to the
undersigned certain information concerning its business, financial
position, operations, business contacts, assets and liabilities, as well as
certain items of equipment useful in the Wireless Internet access business.
 As a condition to such information's being furnished to the undersigned
and as a condition to the undersigned's entering into an employment
agreement with the Company, the undersigned agrees to treat any information
concerning the Company (whether prepared by the Company, its advisors, or
otherwise, and irrespective of the form of communication) which is
furnished to the undersigned now or in the future by or on behalf of the
Company (together with the material described below, herein collectively
referred to as the "Confidential Material") in accordance with the
provisions of this letter agreement, and to take or abstain from taking
certain other actions hereinafter set forth.


        The undersigned understands that the term "Confidential Material" also
includes all notes, analysis, compilations, studies, interpretations or
other documents prepared by the Company or its representatives which
contain, reflect or are based upon, in whole or in part, the information
furnished to the undersigned.  The term "Confidential Material" does not
include information which (A) is or becomes generally available to the
public other than as a result of a disclosure by the undersigned, or (B)
was lawfully within the undersigned's possession prior to its being
furnished to the undersigned by or on behalf of the Company, provided that
the source of such information was not known by the undersigned to be bound
by a confidentiality agreement with, or other contractual, legal or
fiduciary obligation of confidentiality to, the Company or any other party
with respect to such information, or (C) is disclosed to the undersigned by
a third party, provided that such third party was not known by the
undersigned to be bound by a confidentiality agreement with, or other
contractual, legal or fiduciary obligation of confidentiality to, the
Company or any other party with respect to such information.


        The undersigned hereby agrees that he will use the Confidential Material
solely in connection with the undersigned's performance of his duties under
the employment agreement, that the Confidential Material will be kept
confidential and that the undersigned will not disclose any of the
Confidential Material in any manner whatsoever.


       The undersigned hereby agrees that he shall not reverse engineer, reverse
assemble or otherwise attempt to recreate or duplicate any model or working
model capable of performing the functions of any portion or all of the
Company's Wireless Internet access system included in the Confidential
Material.


        In addition, the undersigned agrees that, without the prior written
consent of the Company, the undersigned will not disclose to any other
person the fact that the Confidential Material has been made available to
the undersigned, that discussions or negotiations are taking place
concerning a possible transaction involving the Company, or any of the
terms, conditions or other facts with respect thereto (including the status
thereof), unless, in the opinion of the undersigned's counsel, such
disclosure must be made by the undersigned in order that the undersigned
not commit a violation of law.  The term "person" as used in this letter
agreement shall be broadly interpreted to include the media and any
corporation, partnership, group, individual or other entity, but shall not
include the Securities and Exchange Commission or the Federal Trade
Commission as to any required filing with either such agency.


        In the event that the undersigned is requested or required (by oral
questions, interrogatories, requests for information or documents in legal
proceedings, subpoena, civil investigative demand or other similar process)
to disclose any of the Confidential Material, the undersigned will provide
the Company with prompt written notice of any such request or requirement
so that the Company may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this letter agreement.  If,
in the absence of a protective order or other remedy or the receipt of a
waiver by the Company, the undersigned is, nonetheless, in the opinion of
counsel, legally compelled to disclose Confidential Material, the
undersigned may, without liability hereunder, disclose only that portion of
the Confidential Material specifically required by an order of Court.
Additionally, the undersigned shall make every reasonable effort and take
every reasonable action, including, without limitation, by cooperating with
the Company, to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the Confidential
Material.


        Upon termination of the Employment Agreement or at any time upon the
request of the Company, the undersigned will promptly deliver to the
Company or certify destruction of, at the Company's direction, all
Confidential Material (and all copies thereof) furnished to the undersigned
by or on behalf of the Company pursuant hereto.  All oral Confidential
Material provided to the undersigned shall continue to be held confidential
hereunder.  Notwithstanding the return or destruction of the Confidential
Material, the undersigned will continue to be bound by obligations of
confidentiality hereunder.


        The undersigned agrees that the Company, without prejudice to any rights
to judicial relief he may otherwise have, shall be entitled to equitable
relief, including injunctive relief and specific performance, in the event
of any breach of the provisions of this letter agreement and that the
undersigned will not oppose the granting of such relief.  The undersigned
also agrees that he will not seek and agrees to waive any requirement for
the securing and posting of a bond in connection with the Company's seeking
or obtaining such relief.  In the event of litigation relating to this
letter agreement, if a court of competent jurisdiction determines that the
undersigned has breached this letter agreement, then the undersigned will
be liable to pay to the Company the reasonable legal fees incurred in
connection with such litigation, including any appeal therefrom.  Also, in
the event a court of competent jurisdiction determines that the undersigned
has not breached this letter agreement, then the Company will be liable to
pay to the undersigned the reasonable legal fees incurred in connection
with such litigation, including any appeal therefrom.


        This letter agreement is for the benefit of the Company, and shall be
construed (both as to validity and performance) and enforced in accordance
with, and governed by, the laws of the State of Louisiana applicable to
agreements made and to be performed wholly within such jurisdiction.  This
letter agreement shall remain in full force and effect until terminated by
the Company.


       Please confirm your agreement with the foregoing by signing and returning
one copy of this letter to the undersigned whereupon this letter agreement
shall become a binding agreement.


                                                Very truly yours,


                                                /s/ Slade S. Maurer


                                                Slade S. Maurer


AGREED AND ACCEPTED as
of the date first written above:


USURF AMERICA, INC.




By: /s/ David M. Loflin
        David M. Loflin
        President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>0012.txt
<TEXT>



-------------
EXHIBIT 10.97
-------------


        AGREEMENT NOT TO COMPETE


        THIS AGREEMENT NOT TO COMPETE is entered into by and between USURF
America, Inc., a Nevada corporation ("Employer"), and Slade S. Maurer
("Employee").


       WHEREAS, Employee is employed by Employer as Manager of Software Research
and Development, pursuant to an employment agreement (the "Employment
Agreement"); and


        WHEREAS, as a condition to such employment, Employee has agreed to sign
and be bound by this Agreement Not to Compete; and


        NOW, THEREFORE, the parties agree as follows:


      Section 1.  Covenant Not to Compete.  Employee acknowledges that, as a key
management employee of Employer, Employee will be involved, on a high
level, in the development, implementation and management of the national
and international business strategies and plans of Employer, which shall
consist of Employer and such other business units, divisions, subsidiaries
or other entities of Employer as Employer shall determine in its sole
discretion from time to time.  By virtue of Employee's unique and sensitive
position and special background, employment of Employee by a competitor of
Employer represents a serious competitive danger to Employer, and the use
of Employee's talent and knowledge and information about Employer's
business, strategies and plans can and would constitute a valuable
competitive advantage over Employer.  In view of the foregoing, Employee
covenants and agrees that, if (i) Employee's employment with Employer is
terminated for any reason at any time for just cause or (ii) if Employee
voluntarily resigns from his employment with Employer, then, for a period
of one year after the date of such termination, Employee will not engage or
be engaged as, in any capacity, directly or indirectly, including, but not
limited to, employee, agent, consultant, manager, executive, owner or
stockholder (except as a passive investor holding less than 1% equity
interest in any enterprise the securities of which are publicly traded) in
any business entity engaged in the development and/or sale of wireless
Internet access products.  This Agreement Not to Compete shall survive the
termination or expiration of the Employment Agreement.  If any court
determines that this Agreement Not to Compete, or any part hereof, is
unenforceable because the duration or geographic scope of such provision,
such court shall have the power to reduce the duration or scope of such
provision, as the case may be, and, in its reduced form, such provision
shall then be enforceable.


        For purposes of this Agreement, "just cause" shall have the same meaning
as set forth in Section VII(B) of the Employment Agreement of even date
between the parties.


        Section 2.  Continuing Obligations.  Employee agrees that, for one year
following (i) his termination of employment with Employer for just cause or
(ii) his resignation as an employee of Employer, Employee shall keep
Employer informed of the identification of Employee's employer and the
nature of such employment or of Employee's self-employment.  Employer
agrees that, within fifteen days after receiving notice pursuant to this
Section 2 of the identification of the prospective employer, the nature of
the employment or self-employment or any change therein, Employer will
advise Employee as to whether such employment constitutes a violation of
Section 1 hereof.


        Section 3.  Injunctive Relief.  Employee acknowledges that the violation
of the covenants contained in this Agreement would be detrimental and cause
irreparable injury to Employer and its affiliates which could not be
compensated by money damages.  Employee agrees that an injunction from a
court of competent jurisdiction is the appropriate remedy for these
provisions, and consents to the entry of an appropriate judgment enjoining
Employee from violating these provisions in the event there is a find of
their breach.


      Section 4.  Severability of Covenants.  Each of the covenants contained in
this Agreement are independent covenants, which may be available to or
relied upon by Employer and its affiliates in any court of competent
jurisdiction.  If any one of the separate and independent covenants shall
be deemed to be unenforceable under the laws of any state of competent
jurisdiction, each of the remaining covenants shall not be affected
thereby.  Notwithstanding the provisions of this Section 4, it is
understood that every benefit received by Employee by virtue of this
Agreement is consideration for each separate covenant contained herein.


        Section 5.  Governing Law.  This Agreement shall be governed by the laws
of the State of Louisiana.


        Section 6.  Other Remedies.  The undertakings herein shall not be
construed as any limitation upon the remedies Employer might, in the
absence of this Agreement, have at law or in equity.


        INTENDING to be legally bound hereby, Employer and Employee hereby duly
execute this Agreement Not to Compete as of the date indicated below.


                                                USURF AMERICA, INC.



        Date: November 6, 2000          By: /s/ David M. Loflin
                                                        David M. Loflin
                                                        President




        Date: November 6, 2000          /s/ Slade S. Maurer
                                                Slade S. Maurer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>0013.txt
<TEXT>



-------------
EXHIBIT 10.98
-------------


        CONSULTING AGREEMENT


This Consulting Agreement is made as of the 8th day of November, 2000, by
and between deJong & Associates, Inc., a California corporation
("Consultant"), and USURF America, Inc., a Nevada corporation (the "Company").


        WHEREAS, Consultant possesses experience in the field of business
consulting services, promotion and investor relations services to companies
for investors, stock brokerages and the investment community, in general; and


      WHEREAS, the Company is a publicly-held company and files periodic reports
pursuant to the requirements of the Securities Exchange Act of 1934, with
its common stock listed on the American Stock Exchange under the symbol
"UAX"; and


       WHEREAS, the Company desires to hire Consultant and Consultant is willing
to accept the Company as a client.


NOW THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed:


     1.      The Company hereby engages Consultant, on a non-exclusive basis, to
render consulting services with respect to business consulting services,
promotion and investor relations services, on behalf of the Company.
Consultant hereby accepts such engagement and agrees to render such
consulting services as are listed on Exhibit "A" attached hereto and
incorporated herein by this reference, throughout the term of this
Agreement.  Consultant agrees that it shall be responsible for ordinary,
day-to-day expenses incurred in its performance hereunder.  The Company
shall however be responsible for all Postage and Printing expenses, which
shall be reimbursable on a monthly basis, upon receipt by the Company of an
invoice from Consultant in respect thereof. All other expenses, such as
road shows, traveling and accommodation shall be negotiated on a
case-by-case basis.


        It is further agreed that Consultant shall have no authority to bind the
Company to any contract or obligation or to transact any business in the
Company's name or on behalf of the Company, in any manner.  The parties
intend that Consultant shall perform its services required hereunder as an
independent contractor.


       2.      The initial term of this Agreement shall commence upon the mutual
execution of this Agreement and shall continue for one year.  This
Agreement may be terminated by either party, without cause, after 90 days
from the date of mutual execution hereof.


     3.      In consideration of the services to be performed by Consultant, the
Company agrees to pay to Consultant the compensation set forth on Exhibit
"B" attached hereto and incorporated herein by this reference.


        4.      The Company represents and warrants to Consultant that:


             A.      The Company will cooperate fully and timely with
Consultant to enable Consultant to perform its obligations hereunder.


                B.      The execution and performance of this Agreement by the
Company has been duly authorized by the Board of Directors of the Company.


                C.      The performance by the Company of this Agreement will
not violate any applicable court decree, law or regulation, nor will it
violate any provisions of the organizational documents of the Company or any
contractual obligation by which the Company may be bound.


        5.      Until such time as the same may become publicly known, the
parties agree that any information provided to either of them by the other of a
confidential nature will not be revealed or disclosed to any person or
entity, except in the performance of this Agreement, and upon completion of
Consultant's services and upon the written request of the Company, any
original documentation provided by the Company will be returned to it.
Consultant, including each of its affiliates, will not directly or
indirectly buy or sell the securities of the Company at any time when it or
they are privy to non-public information.


               Consultant agrees that he will not disseminate any printed matter
relating to the Company, including, without limitation, press releases,
without prior written approval of the Company's legal counsel.


                Consultant acknowledges that, in light of the fact that
Consultant is in a special relationship with the Company due to the entrusting
by the Company to Consultant of non-public, material "inside" information
concerning the Company, the relationship between the Company and Consultant
shall be that of a special relationship.


                Consultant agrees that he will comply with all applicable
securities laws, in performing on behalf of the Company hereunder.


        6.      All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such other address as to which
notice pursuant to this section may be given, and shall be given by personal
delivery, by certified mail (return receipt requested), Express Mail or by
national or international overnight courier.  Notices will be deemed given
upon the earlier of actual receipt of three (3) business days after being
mailed or delivered to such courier service.


                Notices shall be addressed to Consultant at:


                        de Jong & Associates, Inc.
                        Attention: Ronald de Jong
                        345 South Coast Highway 101
                        Suite E
                        Encinitas, California 92024


                and to the Company at:


                        USURF America, Inc.
                        Attention: David M. Loflin
                        8748 Quarters Lake Road
                        Baton Rouge, Louisiana 70809


                with a copy to:


                        Newlan & Newlan, Attorneys at Law
                        819 Office Park Circle
                        Lewisville, Texas 75057


        7.      Miscellaneous.


                A.      In the event of a dispute between the parties arising
out of this Agreement, both Consultant and the Company agree to submit such
dispute to arbitration before the American Arbitration Association
(the "Association") at its Dallas, Texas, offices, in accordance with the
then-current rules of the Association; the award given by the arbitrators
shall be binding and a judgment can be obtained on any such award in any
court of competent jurisdiction.  It is expressly agreed that the
arbitrators, as part of their award, can award attorneys fees to the
prevailing party.


                B.      This Agreement is not assignable in whole or in any
part, and shall be binding upon the parties, their heirs, representatives,
successors or assigns.


                C.      This Agreement may be executed in multiple counterparts
which shall be deemed an original.  It shall not be necessary that each party
execute each counterpart, or that any one counterpart be executed by more
than one party, if each party executes at least one counterpart.


                D.      This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.


                                                USURF AMERICA, INC.



                                                By: /s/ David M. Loflin
                                                        David M. Loflin
                                                        President


                                                de JONG & ASSOCIATES, INC.



                                                By: /s/ Ronald de Jong
                                                        Ronald de Jong
                                                        its authorized
                                                         representative



        Exhibit "A"
        Consulting Agreement
        de Jong & Associates, Inc.



        SERVICES TO BE PERFORMED BY CONSULTANT
        ON BEHALF OF THE COMPANY


The consulting services to be provided by Consultant under the Consulting
Agreement to which this Exhibit "A" is attached include, but shall not be
limited to:


        advise the Company and providing assistance in the area of investor
relations, and to bring the Company to the favorable attention of the
investment community, in general.


        promote meetings and communications in which the public and securities
industry professionals shall be introduced to the Company, as circumstances
may require.


        assist the Company in the development of due diligence packages for
delivery to brokers, investors and analysts, as needed.


        assist the Company in the development of a corporate recognition program
that, if requested by the Company, identifies Consultant as the point of
contact for brokers and investors.


        coordinate with other outside consultants engaged by the Company during
the term of the Consulting Agreement to which this Exhibit "A" is attached.


        assist the Company in identifying and contracting with required
professionals, as needed.


Consultant shall perform these services with the understanding that the
above-referenced services will be performed in various parts of the United
States and that the Company will have the option of making presentations at
any meeting arranged for the Company.


It is understood that there may be times when the Company does not utilize
the services or advice of Consultant.  Any such failure of the Company to
use, or seek in writing, Consultant's advice and/or services and/or
assistance, as set forth herein, shall not be deemed to be non-performance
hereunder by Consultant.




        Exhibit "B"
        Consulting Agreement
        de Jong & Associates, Inc.



        COMPENSATION TO BE PAID
        BY THE COMPANY TO CONSULTANT


As full payment for Consultant's services under the Consulting Agreement
(the "Agreement") to which this Exhibit "B" relates, Consultant shall
receive, upon execution of, the following:


       As a commitment fee, 100,000 shares of Company Common Stock, which shares
shall be valued at a price of $.5625 per share, or $56,250, in the
aggregate.  In addition, the Company shall deliver to Consultant a warrant
to purchase up to 35,000 shares of Company Common Stock, at an exercise
price of $1.00 per share.  Such warrant shall expire on the date that is
three years from the date of its issuance.


        If, at any time during the term of the Agreement to which this Exhibit
"B" relates, the bid price of the Company's Common Stock, as reported by
the American Stock Exchange, shall equal or exceed $1.50 per share, the
Company shall immediately deliver to Consultant a warrant to purchase up to
35,000 shares of Company Common Stock, at an exercise price of $1.00 per
share.  Such warrant shall expire on the date that is three years from the
date of its issuance.


        If, at any time during the term of the Agreement to which this Exhibit
"B" relates, the bid price of the Company's Common Stock, as reported by
the American Stock Exchange, shall equal or exceed $2.00 per share, the
Company shall immediately deliver to Consultant a warrant to purchase up to
35,000 shares of Company Common Stock, at an exercise price of $1.00 per
share.  Such warrant shall expire on the date that is three years from the
date of its issuance.


        If, at any time during the term of the Agreement to which this Exhibit
"B" relates, the bid price of the Company's Common Stock, as reported by
the American Stock Exchange, shall equal or exceed $2.50 per share, the
Company shall immediately deliver to Consultant a warrant to purchase up to
35,000 shares of Company Common Stock, at an exercise price of $1.00 per
share.  Such warrant shall expire on the date that is three years from the
date of its issuance.


        As further compensation to Consultant, the Company shall deliver to
Consultant cash in the amount of $15,000 on the dates that are 90 days, 180
days and 270 days following the date of the Agreement to which this Exhibit
"B" relates.


The Company shall cause all 100,000 commitment shares and all of the shares
underlying all of the warrants to be issued to Consultant hereunder to be
registered, at the Company's expense, pursuant to a Registration Statement
on Form S-1 currently pending with the SEC.  Consultant shall be named as a
selling shareholder in such Registration Statement.


Consultant represents and warrants to the Company that the shares of the
Company being acquired pursuant to the Agreement are being acquired for its
own account and for investment and not with a view to the public resale or
distribution of such shares and further acknowledges that the shares being
issued have not been registered under the Securities Act or any state
securities law and are "restricted securities", as that term is defined in
Rule 144 promulgated by the SEC, and must be held indefinitely, unless they
are subsequently registered or an exemption from such registration is
available.


Consultant represents and warrants that it has investigated the Company,
its financial condition, business and prospects, and has had the
opportunity to ask questions of, and to receive answers from, the Company
with respect thereto.  Consultant acknowledges that it is aware that the
Company currently lacks adequate capital to pursue its full plan of
business, specifically, that the Company currently lacks capital with which
to exploit its proprietary Wireless Internet access technology.


Consultant acknowledges that the share certificate or certificates and the
warrant certificate or certificates of the Company issued to it pursuant to
this Agreement will bear a legend restricting future transfer in the
following , or similar, form:


"THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN RELIANCE UPON
THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(6) OF THE SECURITIES
ACT OF 1933, AS AMENDED.  THE STOCK MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM SUCH REGISTRATION."
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>0014.txt
<TEXT>



-------------
EXHIBIT 10.99
-------------


THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AS WELL AS THE SECURITIES
INTO WHICH THESE SECURITIES MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE
UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE
SECURITIES ACT OF 1933, AS AMENDED.  THESE SECURITIES MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM
REGISTRATION.


        USURF America, Inc.
        (Incorporated Under the Laws of the State of Nevada)


        35,000 COMMON STOCK
        PURCHASE WARRANTS


        (EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE COMMON SHARE)
        INITIAL WARRANT EXERCISE PRICE $1.00


THIS CERTIFIES THAT, for value received, de Jong & Associates, Inc. (the
"Holder"), as registered owner of this Common Stock Purchase Warrant (a
"Warrant" or the "Warrants"), is entitled at any time or from time to time
after issuance hereof at or before 5:00 p.m., Central Time, on the date
that is three years from the date hereof (the "Expiration Date"), to
subscribe for, purchase and receive the above-specified, fully-paid and
non-assessable Common Shares, $.0001 par value per share (the "Common
Shares"), of USURF America, Inc., a Nevada corporation (the "Company"), at
the purchase price of $1.00 per share (the "Exercise Price"), upon
presentation and surrender of this Warrant and payment of the Exercise
Price for such Common Shares of the Company at the principal office of the
Company, but only subject to the conditions set forth herein.  The Exercise
Price and the number of Common Shares purchasable upon exercise of each
Warrant are subject to adjustments upon the occurrence of certain events
described herein.


Upon due presentment for transfer of this Warrant at the principal office
of the Company, a new Warrant of like tenor and evidencing, in the
aggregate, a like number of Warrants, subject to any adjustments made in
accordance with the provisions hereof, shall be issued to the transferee in
exchange for this Warrant, subject to the limitations provided herein, upon
payment of any tax or governmental charge imposed in connection with such
transfer.


The holder of the Warrants evidenced hereby may exercise all or any whole
number of such Warrants during the period and in the manner stated herein.
The Exercise Price payable in lawful money of the United States of America
and in cash or by certified or bank cashier's check or bank draft payable
to the order of the Company.  If, upon exercise of any Warrants evidenced
hereby, the number of Warrants exercised shall be less than the total
number of Warrants so evidenced, there shall be issued to the Warrantholder
a new Warrant evidencing the number of Warrants not so exercised.


No Warrant may be exercised after 5:00 p.m., Central Time, on the
Expiration Date and any Warrant not exercised by such time shall become
void, unless extended by the Company.


The Company covenants that it will, at all times, reserve and have
available from its authorized shares of Common Stock such number of shares
of Common Stock as shall then be issuable on exercise of all outstanding
Warrants.  The Company covenants that all Warrant Shares, when issued,
shall be duly and validly issued, fully paid and non-assessable, and free
from all taxes, liens and charges with respect to the issue thereof.


Adjustment of Exercise Price and Shares


        A.      In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall issue any of its Common Stock as
a stock dividend or shall subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of such events, the
Exercise Price in effect at the time of such action shall be reduced
proportionately and the number of shares of Common Stock purchasable
pursuant to the Warrants shall be increased proportionately.  Conversely,
in the event the Company shall reduce the number of its outstanding shares
of Common Stock by combining such shares into a smaller number of shares,
then, in such event, the Exercise Price in effect at the time of such
action shall be increased proportionately and the number of shares of
Common Stock at that time purchasable pursuant to the Warrants shall be
decreased proportionately.  Such stock dividend paid or distributed on the
Common Stock in shares of any other class of the Company or securities
convertible into shares of Common Stock shall be treated as a dividend paid
or distributed in shares of Common Stock to the extent shares of Common
Stock are issuable on the payment or conversion thereof.


        B.     In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall be recapitalized by
reclassifying its outstanding shares of Common Stock into shares with a
different par value, or by changing its outstanding Common Stock to shares
without par value or in the event of any other material change of the capital
structure of the Company or of any successor corporation by reason of any
reclassification, recapitalization or conveyance, prompt, proportionate,
equitable, lawful and adequate provision shall be made whereby any holder of
the Warrants shall thereafter have the right to purchase, on the basis and
the terms and conditions specified in this Agreement, in lieu of the
shares of Common Stock of the Company theretofore purchasable on the
exercise of any Warrant, such securities or assets as may be issued or payable
with respect to, or in exchange for, the number of shares of Common Stock of
the Company theretofore purchasable on exercise of the Warrants had such
reclassification, recapitalization or conveyance not taken place; and, in
any such event, the rights of any holder of a Warrant to any adjustment in
the number of shares of Common Stock purchasable on exercise of such
Warrant, as set forth above, shall continue and be preserved in respect of
any stock, securities or assets which the holder becomes entitled to
purchase; provided, however, that a merger, acquisition of a going business
or a portion thereof (whether for cash, stock, notes, other securities, or
a combination of cash and securities), exchange of stock for stock,
exchange of stock for assets, or like transaction involving the Company
will not be considered a "material change" for purposes of this paragraph,
and no adjustment shall be made hereunder by reason of any such merger,
acquisition, exchange of stock for stock, exchange of stock for assets, or
like transaction.


        C.      In the event the Company, at any time while the Warrants shall
remain unexpired and unexercised, shall sell all or substantially all of its
property, or dissolves, liquidates or winds up its affairs, prompt,
proportionate, equitable, lawful and adequate provision shall be made as
part of the terms of such sale, dissolution, liquidation or winding up such
that the holder of a  Warrant may thereafter receive, on exercise of such
Warrant, in lieu of each share of Common Stock of the Company which such
holder would have been entitled to receive upon exercise of such Warrant,
the same kind and amount of any stock, securities or assets as may be
issuable, distributable or payable on any such sale, dissolution,
liquidation or winding up with respect to each share of Common Stock of the
Company; provided, however, that, in the event of any such sale,
dissolution, liquidation or winding up, the right to exercise the Warrants
shall terminate on a date fixed by the Company, such date to be not earlier
than 5:00 p.m., Central Time, on the 30th day next succeeding the date on
which notice of such termination of the right to exercise the Warrants has
been given by mail to the holders thereof at such addresses as may appear
on the books of the Company.


        D.      In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to purchase shares of its
Common Stock at a price per share more than 10% below the then-current market
price per share (as defined below) of its Common Stock at the date of
taking such record, then (i) the number of shares of Common Stock
purchasable pursuant to the Warrants shall be redetermined as follows: the
number of shares of Common Stock purchasable pursuant to a Warrant
immediately prior to such adjustment (taking into account fractional
interests to the nearest 1,000th of a share) shall be multiplied by a
fraction, the numerator of which shall be the number of shares of Common
Stock of the Company then outstanding (excluding the Common Stock then
owned by the Company) immediately prior to the taking of such record, plus
the number of additional shares offered for purchase, and the denominator
of which shall be the number of shares of Common Stock of the Company
outstanding (excluding the Common Stock owned by the Company) immediately
prior to the taking of such record, plus the number of shares which the
aggregate offering price of the total number of additional shares so
offered would purchase at such current market price; and (ii) the Exercise
Price per share of Common Stock purchasable pursuant to a Warrant shall be
redetermined as follows:  the Exercise Price in effect immediately prior to
the taking of such record shall be multiplied by a fraction, the numerator
of which is the number of shares of Common Stock purchasable immediately
prior to the taking of such record, and the denominator of which is the
number of shares of Common Stock purchasable immediately after the taking
of such record as determined pursuant to clause (i) above.  For the purpose
hereof, the current market price per share of Common Stock of the Company
at any date shall be deemed to be the average of the closing prices, as
reported by the American Stock Exchange, for 30 consecutive business days
commencing 15 business days prior to the record date.


        E.      On exercise of the Warrants by the holders, the Company shall
not be required to deliver fractions of shares of Common Stock; provided,
however, that prompt, proportionate, equitable, lawful and adequate
adjustment in the Exercise Price payable shall be made in respect of any such
fraction of one share of Common Stock on the basis of the Exercise Price per
share.


        F.      In the event, prior to expiration of the Warrants by exercise or
by their terms, the Company shall determine to take a record of the holders of
its Common Stock for the purpose of determining shareholders entitled to
receive any stock dividend, distribution or other right which will cause
any change or adjustment in the number, amount, price or nature of the
Common Stock or other stock, securities or assets deliverable on exercise
of the Warrants pursuant to the foregoing provisions, the Company shall
give to the Registered Holders of the Warrants at the addresses as may
appear on the books of the Company at least 15 days' prior written notice
to the effect that it intends to take such a record.  Such notice shall
specify the date as of which such record is to be taken; the purpose for
which such record is to be taken; and the number, amount, price and nature
of the Common Stock or other stock, securities or assets which will be
deliverable on exercise of the Warrants after the action for which such
record will be taken has been completed.  Without limiting the obligation
of the Company to provide notice to the Registered Holders of the Warrant
Certificates of any corporate action hereunder, the failure of the Company
to give notice shall not invalidate such corporate action of the Company.


        G.      The Warrant shall not entitle the holder thereof to any of the
rights of shareholders or to any dividend declared on the Common Stock, unless
the Warrant is exercised and the Warrant Shares purchased prior to the record
date fixed by the Board of Directors of the Company for the determination
of holders of Common Stock entitled to such dividend or other right.


        H.      No adjustment of the Exercise Price shall be made as a result of
, or in connection with, (i) the establishment of one or more employee stock
option plans for employees of the Company, or the modification, renewal or
extension of any such plan, or the issuance of Common Stock on exercise of
any options pursuant to any such plan, (ii) the issuance of individual
warrants or options to purchase Common Stock, the issuance of Common Stock
upon exercise of such warrants or options, or the issuance of Common Stock
in connection with compensation arrangements for directors, officers,
employees, consultants or agents of the Company or any Subsidiary, and the
like, or (iii) the issuance of Common Stock in connection with a merger,
acquisition of a going business or a portion thereof (whether for cash,
stock, notes, other securities, or a combination of cash and securities),
exchange of stock for stock, exchange of stock for assets, or like
transaction.


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President and its Secretary, each by a facsimile of his signature, and has
caused a facsimile of its corporate seal to be imprinted hereon.


Dated: November 8, 2000.


USURF AMERICA, INC.




By: /s/ David M. Loflin
       David M. Loflin
       President



By: /s/ Waddell D. Loflin
       Waddell D. Loflin
       Secretary


        FORM OF ASSIGNMENT
        To Be Executed by the Registered Holder if He
        Desires to Assign Warrants Evidenced Hereby


FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
Warrants, evidenced hereby, and does hereby irrevocably constitute and appoint
Attorney to transfer the said Warrants, evidenced hereby on the books of
the Company, with full power of substitution.


Dated:                                          X
                                                        Signature


NOTICE:  The above signature must correspond with the name as written upon
the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.



Signature Guaranteed:


        FORM OF ELECTION TO PURCHASE
        To be Executed by the Holder if He Desires
        to Exercise Warrants Evidenced Hereby


TO: USURF AMERICA, INC.


The undersigned hereby irrevocably elects to exercise ______________
Warrants evidenced hereby for, and to purchase hereunder,
__________________ full shares of Common Stock issuable upon exercise of
said Warrants and delivery of $_____________ and any applicable taxes.  The
undersigned requests that certificates for such shares be issued in the
name of:



                        (Please print name and address)





If said number of Warrants shall not be all the Warrants evidenced hereby,
the undersigned requests that a new Warrant Certificate evidencing the
Warrants not so exercised be issued in the name of and delivered to:



                                        (Please print name and address)



Dated:                                                  X


NOTICE:  The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, or if signed by any
other person the Form of Assignment hereon must be duly executed and if the
certificate representing the shares or any Warrant Certificate representing
Warrants not exercised is to be registered in a name other than in which
the within Warrant Certificate is registered, the signature of the holder
hereof must be guaranteed.



Signature Guaranteed:


SIGNATURE MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTY.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>0015.txt
<TEXT>



--------------
EXHIBIT 10.100
--------------


                       SETTLEMENT AGREEMENT


THIS SETTLEMENT AGREEMENT ("Agreement") is entered into this 29th day of
November, 2000 by and between CTC Telecom, lnc., an Idaho corporation
("CTC"), Cyberhighway, Inc., an Idaho corporation ("Cyberhighway") and
USURF America, Inc., a Nevada corporation ("USURF"). CTC, Cyberhighway, and
USURF may be referred to individually as a "Party" or collectively as the
"Parties."


                                RECITALS


A.  On September 29, 2000, CTC, Hawkins-Smith, and Pro People Staffing,
Inc. (together with the parties referenced in Recital B, collectively
referenced as "Petitioners") filed an involuntary bankruptcy petition
against Cyberhighway, Inc. under 11 U.S.C. 303 ("Petition") in the United
States Bankruptcy Court, District of Idaho ("Court"). The Petition is
referred to in the Court records as Case No. 00-02454-JDP.


B.  On October 18, 2000, KTVB-NBC Idaho's NewsChanne17 and Arcom joined the
action as additional Petitioners under 11 U.S.C. 303(c).


C.  Cyberhighway has contested the Petition by filing a Motion to Dismiss
and Motion to require a Bond on October 23, 2000 in the Bankruptcy Court.
Cyberhighway has further made allegations of bad faith against CTC and the
Petitioners.


D.  The Parties desire to avoid the expense of further litigation and are
willing to resolve this matter on the terms and conditions contained herein.


                                                   AGREEMENT


In consideration of the above recitals, which are incorporated herein, and
the covenants contained in this Agreement, the Parties agree as follows:


I.  Condition Precedent. This Agreement shall not be effective until
executed by all Parties and until all Petitioners have consented in writing
to withdraw the Petition.


2.  ~ovenants of CTC.


2(a).  CTC will withdraw its Petition and will move the Court to hold a
hearing to dismiss the Petition under 11 U.S.C. 303(j)(2). CTC will also
draft and file with the Court a Motion to Dismiss and a proposed Order
indicating that the Petitioners, Cyberhighway and USURF consent to the
dismissal of the Petition and request that the Court dismiss the Petition.


2(b ).  CTC will request all other Petitioners to consent to the dismissal
of the Petition. Notwithstanding the foregoing, CTC has no obligation to
procure the consent of the other Petitioners, who are independent entities
and who will or will not consent on their own volition.


3.  Covenants of Cyberhighway and USURF.


3(a).  Cyberhighway and USURF consent to the withdrawal and dismissal of
the Petition under 11 U.S.C. 303(j)(2).


3(b ).  Cyberhighway will draft and submit a notice to all creditors of
Cyberhighway, informing them of the proposed dismissal, which notice shall
comply with 11 U.S.C. 303(j). A copy of the Agreement will be provided by
Cyberhighway to any creditor of Cyberhighway that requests it.


3(c).  Cyberhighway and USURF waive and release any and all rights to
pursue or obtain a judgment related in any way to the filing of the
Petition, including but not limited to any right under 11 U.S.C. 303 and
its subsections.  By way of notice to creditors, the Agreement does not
provide for payment of money by Cyberhighway and/or USURF to any of the
Petitioners.


3(d).  Cyberhighway and USURF will not pursue any claims, including but not
limited to bad faith claims and claims under Bankruptcy Rule 9011, it may
or may not have against CTC, Givens Pursley LLP or its attorneys or the
Petitioners.


4.  Public Statements.  Cyberhighway, USURF , and CTC, including their
shareholders, officers, directors, attorneys, employees, agents, and
representatives, covenant not to release publically, except as mandated by
law or regulation, and will not allow or suffer any public release of any
information regarding this Agreement, the filing of the Petition, or the
dismissal of the Petition without the prior written approval of each other.
A breach of this covenant shall entitle the non-breaching party to damages
in the amount of $20,000, the Parties hereby agreeing that such damages are
a reasonable forecast of the harm that may be caused by such a breach.


It is further understood that it will be necessary to disclose the terms of
this Agreement to the court as part of the joint dismissal process and to
any creditor of Cyberhighway that requests disclosure of the Agreement.
This necessary disclosure shall not be deemed a violation of this provision.


5.  Corporate Authority. Each individual executing this Agreement on behalf
of an entity represents and warrants that such individual is duly
authorized to execute and deliver this Agreement on behalf of said entity
in accordance with duly adopted organizational documents or agreements and
a resolution of the entity, and that this Agreement is binding upon said
entity in accordance with its terms. Cyberhighway and USURF will deliver to
CTC a certified copy of proof of such authority of each entity authorizing
the execution of this Agreement.


6.  Dismissal of Petition without Prejudice. The Parties agree that the
dismissal of the Petition, as contemplated by this Agreement, does not
preclude the Petitioners from filing a separate involuntary petition under
11 U.S.C. 303 nor does it preclude the Petitioners from pursuing any
other remedy available at law or equity against Cyberhighway or USURF.


7.  Comprehensive Release of Claims Between Cyberhighway, USURF, and CTC.


7(a).  Release of Claims Between Cyberhighway, USURF and CTC.  Cyberhighway
and USURF, on behalf of themselves and their respective successors,
assigns. parents. affiliates. shareholders, members, officers, directors,
partners, employees, agents, attorneys, and representatives, hereby
unconditionally release and discharge the Petitioners and their successors,
assigns, parents, affiliates, shareholders, members, officers, directorst
partners. employees, agents. attorneys, and representatives from any and
all liabilities, indebtedness claims, defenses, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, controversies,
debts, costs, expenses, damages, judgments. orders, and obligations of
whatever kind or nature in law, equity or otherwise, whether now known or
unknown, whether suspected or unsuspected and whether concealed or hidden,
that Cyberhighway or USURF now own, hold or have at any time heretofore
owned or held, or causes of action of any kind whatsoever that Cyberhighway
or USURF might otherwise have against the Petitioner CTC.


Cyberhigbway and USURF further covenant that no other party has interest
in, nor has Cyberhighway or USURF assigned or otherwise transferred any
interest in any claim or claims which may have been created by the filing
of this Petition. In the event Cyberhighway or USURF breach this covenant,
Cyberhighway and USURF agree to indemnify, defend, and hold harmless CTC
and the Petitioners from any and all liabilities, claims, demands,
obligations, damages, costs, expenses and attorneys' fees as a result of
anyone asserting such interest, assignment, or transfer.


CTC, on behalf of itself and its successors, assigns, parents, affiliates,
shareholders, members, officers, directors, partners. employees, agents,
attorneys and representatives, hereby unconditionally release and discharge
Cyberhighway and USURF and their successors, assigns, parents, affiliates,
shareholders, members, officers, directors, partners, employees, agents,
attorneys, and representatives, from any and all liabilities, indebtedness,
claims, defenses, demands. liens, agreements, contracts, covenants, actions
suits, causes of action, controversies, debts, costs, expenses, damages,
judgments, orders, and obligations of whatever kind or nature in law,
equity, or otherwise, whether now known or unknown, whether suspected or
unsuspected and wether concealed or hidden, that CTC now owns, holds, or
has at any time heretofore owned or held or causes of action of any kind
whatsoever that might otherwise have against Cyberhighway or USURF.


CTC further covenants that no other party has interest in, nor has CTC
assigned or otherwise transferred any interest in any claim or claims which
may have been created by the filing of this Petition. In the event CTC
breaches this covenant, CTC agrees to indemnify, defend and hold harmless
Cyberhighway and USURF and the Petitioners from any and all liabilities,
claims, demands, obligations, damages, costs, expenses and attorneys' fees
as a result of anyone asserting such interest, assignment, or transfer.


7(b ).  Release of Claims Between Cyberhighway, USURF, and the Other
Petitioner's.  Cyberhighway and USURF, on behalf of themselves and their
respective successors, assigns, parents, affiliates, shareholders, members,
officers, directors, partners, employees, agents, attorneys, and
representatives, from any and all liabilities, indebtedness, claims,
defenses, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, controversies, debts, costs, expenses. damages,
judgments, orders and obligations of whatever kind or nature in law,
equity, or otherwise, whether now known or unknown, whether suspected or
unsuspected, and whether concealed or hidden, that Cyberhighway or USURF
now own hold, or have at any time heretofore owned or held, or causes of
action of any kind whatsoever that Cyberhighway or USURF might otherwise
have against the Petitioners Hawkins-Smith, Pro People Staffmg, Inc.,
KTVB-NBC Idaho's NewsChanne11 and Arcom (hereafter "Other Petitioners") on
account of or following from or in any way related to the Petition.


Cyberhighway and USURF further covenant that no other party has an interest
in, nor has Cyberhigbway or USURF assigned or otherwise transferred any
interest in any claim or claims which may have been created by the filing
of this Petition.  In the event Cyberhighway or USURF breach this covenant,
Cyberhighway and USURF agree to indemnify, defend, and hold hannless the
Other Petitioners from any and all liabilities, claims, demands,
obligations, damages, costs, expenses and attorneys' fees as a result of
anyone asserting such interest, assignment, or transfer.


8.  Waiver.  Cyberhighway and USURF agree to assume the risk of any and all
unknown, unanticipated, or misunderstood claims, causes of action,
contracts, liabilities, indebtedness, or obligations that are released by
this Agreement in favor of the Petitioners, and hereby waive and release
all rights and benefits that they might otherwise have with regard to the
release of such unknown, unanticipated, or misunderstood claims, causes of
action, liabilities, indebtedness, and obligations. Similarly, to the
extent if any that such laws may be applicable, Cyberhighway and USURF
waive the benefit of and release the Petitioners from liability in
connection with any other law that might limit or restrict the
effectiveness or scope of any of the waivers or releases under this Agreement.


9.  Retained Claims.  Notwithstanding any other provision in this
Agreement, the Other Petitioners retain any and all rights and claims they
may have against Cyberhighway and/or USURF and may pursue any remedies
available to enforce those rights or claims.


10.  Attorneys Fees and Costs. Each Party hereto will bear its own
attorneys' fees and costs arising out of or related to the Petition and
this Agreement and no claim shall be made therefor. Petitioners shall not
be obligated to pay any of the attorneys' fees incurred by the shareholders
of either Cyberhighway or USURF, if any.


11.  Miscellaneous.


11.1.  No Admission. This Agreement is a compromise of the dispute over the
Petition and shall not be treated as an admission that the Petition was
filed in bad faith.




11.2.  Entire Agreement. This Agreement, together with the Motion to
Dismiss, the proposed Order of Dismissal. and the Notice to Creditors,
constitute the entire agreement between the Parties and supersedes all
prior agreements and understanding of the Parties; there are no warranties,
representations or other agreements between the Parties except as expressly
set forth herein. No supplementation, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by the Party
to be bound thereby. The Parties hereto may amend or modify this Agreement
in such manner that may be agreed upon by written documents executed by
such Parties.


11.3.  Further Assurances. In addition to the covenants and promises set
forth in this Agreement, each Party agrees to promptly perform, execute
and/or deliver or cause to be performed or executed any and all such
further acts, documents and assurances as may be reasonably required to
carry out the purposes of this Agreement, including but not limited to
participation in the hearing required by 11 U.S.C. 303(j).


11.4.  Severability.  If any term or provision of this Agreement shall, to
any extent be determined by a court of competent jurisdiction to be invalid
or unenforceable and such terms may not be modified or cured, the remainder
of this Agreement shall not be effected thereby, and each term and
provision of this Agreement shall be valid and be enforceable to the
fullest extent permitted by law; and it is the intention of the Parties
that if any provision of this Agreement is capable of two constructions,
one of which would render the provision void and the other of which would
render the provision valid, the provision shall have the meaning which
renders it valid.


11.5.  Attorneys' Fees. In the event of any controversy, claim or action
being filed or instituted between the Parties, or the shareholders of the
Parties, to enforce the terms and conditions of this Agreement, or arising
from the breach of any provision hereof, the prevailing party shall be
entitled to all costs, damages and expenses, including reasonable
attorneys' fees through all levels of action (including bankruptcy or
appellate proceedings), incurred by the prevailing party, whether or not
such controversy or claim is litigated or prosecuted to judgment. The
prevailing party will be that party who is awarded judgment as a result of
trial or arbitration or who receives a payment of money or other concession
or agreements from the other party in settlement of claims asserted by that
party.


11.6.  Exhibits and Recitals. All recitaIs to this Agreement and any
exhibits attached hereto are incorporated herein by this reference as if
set forth in full. However. in the event of any conflict between such
recitals and/or exhibits and the text of this Agreement, this Agreement
shall control.


11.7.  Counterparts and Fax signatures. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of a signature page to this Agreement
by facsimile transmission shall be as effective as delivery of an original
signed copy.


11.8.  Interpretation. The Parties acknowledge that all Parties to this
Agreement are represented by counsel and agree this Agreement shall not be
construed against the drafting party.


IN WI1NESS WHEREOF, the undersigned have executed this Agreement effective
on the day and year first written above.


CTC:                         CTC TELECOM, INC., an Idaho corporation


                                  By: /s/
                                  Its:


CYBERHIGHWAY:    CYBERHIGHWAY, INC., an Idaho corporation


                                  By:/s/
                                  Its:


USURF:                     USURF AMERICA, INC., a Nevada corporation


                                  By: /s/
                                  Its:


The undersigned counsel have approved the form of this Settlement Agreement.



Counsel for CTC;                            Counsel for Cyberhighway and
USURF:



/s/                                                    /s/
Kelly Greene McConnell                 Patrick McGrew
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>0016.txt
<TEXT>



--------------
EXHIBIT 10.101
--------------


December 12, 2000


VIA FACSIMILE (403) 271-9356


Mr. Wolfgang Rochow
Gestalt Corporation
232 Willow Park Drive SE
Calgary, Alberta
Canada T2J 0K5


        Re:     Agreement for Financial Consulting Services


Dear Wolfgang:


        This letter will memorialize our oral agreement made with respect to
certain financial consulting services to be provided by Gestalt Corporation
("Gestalt") on behalf of USURF America, Inc. ("USURF").


        Specifically, we agreed as follows:


        A.      Gestalt agrees to develop on behalf of USURF an accounting
system for its corporate needs, utilizing Gestalt's STEP FORWARD development
environment.  In this regard, Gestalt shall establish a financial control
system for use in USURF's financial reporting, as well as such other
management information systems as may be requested by USURF.


        B.      Gestalt agrees that USURF is bargaining for you, Wolfgang
Rochow, to provide administrative management services, which shall include the
interpretation of management's information needs, the construction of a
management information system and the provision of final input and guidance
to USURF's financial personnel.


        C.      It is agreed by USURF and Gestalt that the resulting information
management application can be based on a local-area network in the offices
of USURF or as a web-based ASP service hosted by Gestalt, at its standard
rate.  This shall be in the sole discretion of USURF.


        D.      It is agreed by Gestalt that, if requested by USURF, it shall
provide initial support service as is necessary to bring USURF's financial data
into current standing by processing the data through Gestalt's Calgary
offices.


        E.      Gestalt's compensation for the services to be provided pursuant
to this letter agreement shall be calculated at the rate of US$200.00 per hour.


                Upon the mutual execution of this letter agreement, USURF shall
cause 100,000 shares of its common stock to be issued to Gestalt, as a retainer
(the "Retainer") against future services hereunder.  These shares of common
stock shall be valued at $.3125 per share, or $31,250, in the aggregate.


                The Retainer shall be applied to all invoices for services and
expenses rendered and incurred hereunder, until the Retainer is exhausted.
Thereafter, USURF shall pay Gestalt's invoices, upon presentation.


                It is agreed that USURF shall be responsible only for reasonable
out-of-pocket expenses incurred by Gestalt in its performance hereunder.
It is further agreed that USURF shall not be required to pay any single
item of expense in excess of $200.00, unless USURF shall have given its
prior written approval.


                USURF shall cause all 100,000 shares to be issued to Gestalt
hereunder to be registered, at USURF's expense, pursuant to a Registration
Statement on Form S-1 currently pending with the SEC.  Gestalt shall be named
as a selling shareholder in such Registration Statement.


                Gestalt represents and warrants to USURF that the shares of
common stock being acquired pursuant to this letter agreement are being acquired
for its own account and for investment and not with a view to the public
resale or distribution of such shares and further acknowledges that the shares
being issued have not been registered under the Securities Act or any state
securities law and are "restricted securities", as that term is defined in
Rule 144 promulgated by the SEC, and must be held indefinitely, unless they
are subsequently registered or an exemption from such registration is
available.


             Gestalt represents and warrants that it has investigated USURF, its
financial condition, business and prospects, and has had the opportunity to
ask questions of, and to receive answers from, representatives of USURF
with respect thereto.  Gestalt acknowledges that it is aware that USURF
currently lacks adequate capital to pursue its full plan of business,
specifically, that USURF currently lacks capital with which to exploit its
proprietary Wireless Internet access technology.


           Gestalt acknowledges that the share certificate or certificates to be
issued to it pursuant to this letter agreement will bear a legend
restricting future transfer in the following , or similar, form:


          "THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN RELIANCE
UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(6) OF THE
SECURITIES ACT OF 1933, AS AMENDED.  THE STOCK MAY NOT BE TRANSFERRED
WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM SUCH REGISTRATION."


   F.      Gestalt shall commence its services hereunder not later than December
19, 2000.


   G.      In the event of a dispute between us that arises out of this letter
agreement, we agree to submit such dispute to arbitration before the
American Arbitration Association (the "Association") at its Dallas, Texas,
offices, in accordance with the then-current rules of the Association; the
award given by the arbitrators shall be binding and a judgment can be
obtained on any such award in any court of competent jurisdiction.  It is
expressly agreed that the arbitrators, as part of their award, can award
attorneys fees to the prevailing party.


   H.      This letter agreement is not assignable in whole or in any part, and
shall be binding upon the parties, their heirs, representatives, successors
or assigns.


   I.      This letter agreement may be executed in multiple counterparts which
shall be deemed an original.  It shall not be necessary that each party
execute each counterpart, or that any one counterpart be executed by more
than one party, if each party executes at least one counterpart.


  J.      This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas.


        Should the foregoing reflect your understanding of our oral agreement,
please execute and return, by fax [225-922-9123], a copy of this letter.


Sincerely,


/s/ David M. Loflin


David M. Loflin
President
USURF America, Inc.


ACCEPTED AND AGREED:


GESTALT CORPORATION




By: /s/ Wolfgang Rochow
        Wolfgang Rochow
        its authorized agent
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>17
<FILENAME>0017.txt
<TEXT>



--------------
EXHIBIT 10.102
--------------



        STOCK PURCHASE AGREEMENT


       This Stock Purchase Agreement is entered into as of December 13, 2000, by
and between USURF America, Inc., a Nevada corporation ("USURF"), and Anchor
House Ltd., a Turks and Caicos Islands, British West Indies, corporation
("Anchor"), in light of the following facts:


      WHEREAS, USURF is a provider of Fixed-Wireless Internet access, as well as
dial-up Internet access;


        WHEREAS, Anchor desires to acquire shares of common stock of  USURF; and


        WHEREAS, USURF desires to issue shares of its common stock to Anchor on
the terms and conditions set forth in this Agreement.


        WITNESSETH:


        THEREFORE, the Agreement of the parties, the promises of each being
consideration for the promises of the other:


I.      DEFINITIONS


        Whenever used in this Agreement, the following terms shall have the
meanings set forth below, including the exhibit hereto or amendments hereof.


   (a)     "Agreement" shall mean this Stock Purchase Agreement and all exhibits
hereto or amendments hereof.


   (b)     "Anchor" shall mean Anchor House Ltd., a Turks and Caicos Islands,
British West Indies, corporation.


    (c)     "Knowledge of USURF" or matters "known to USURF" shall mean matters
actually known to the Board of Directors or officers of USURF, or which
reasonably should be or should have been known by them upon reasonable
investigation.


    (d)     "Securities Act" shall mean the Securities Act of 1933, as amended,
and includes the rules and regulations of the Securities and Exchange
Commission ("SEC") promulgated thereunder, as such shall then be in effect.


        (e)     "USURF" shall mean USURF America, Inc., a Nevada corporation,
including its subsidiaries.


     Any term used herein to which a special meaning has been ascribed shall be
construed in accordance with either (1) the context in which such term is
used, or (2) the definition provided for such terms in the place in this
Agreement at which such term is first used.


II.     DISCLOSURES


        Anchor hereby acknowledges that it has examined, or has had the
opportunity to examine, all of USURF's periodic filings made with the SEC
pursuant to the Securities Exchange Act of 1934.  Further, Anchor hereby
acknowledges that it has had the opportunity to ask questions of, and
receive answers from, the principals of USURF regarding the periodic
filings of USURF and otherwise investigate the matters contained therein.


III.    PURCHASE AND SALE


        USURF hereby sells to Anchor and Anchor hereby buys from USURF 400,000
shares of the $.0001 par value common stock of USURF, at the price and
subject to all of the terms and conditions set forth herein.


IV.     PURCHASE PRICE - PAYMENT


      Anchor shall deliver to USURF the sum of $80,000 in payment of the 400,000
shares of USURF common stock purchased by Anchor hereunder, a per share
price of $.20, which payment shall be delivered as provided in paragraph VI
hereinbelow.


V.      ISSUANCE OF THE COMMON STOCK


        USURF shall cause the 400,000 shares of its common stock purchased and
sold hereunder to be issued.


        In addition, USURF shall cause all 400,000 shares to be issued to Anchor
hereunder to be registered, at USURF's expense, pursuant to a Registration
Statement on Form S-1 currently pending with the SEC.  Anchor shall be
named as a selling shareholder in such Registration Statement.


VI.     THE EXCHANGE


        USURF shall deliver to Anchor, upon receipt of the $80,000 required by
paragraph IV, a stock certificate representing 400,000 shares of its common
stock.  Anchor agrees that it shall deliver forthwith the sum of $80,000
required to be delivered pursuant to paragraph IV,


VII.    REPRESENTATIONS AND WARRANTIES OF USURF


        USURF represents and warrants to Anchor:


      (a)     Organization and Corporate Authority.  USURF is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada and is qualified to do business as a foreign corporation in
all jurisdictions where the ownership of property or maintenance of an
office would require qualification.  USURF has all requisite corporate
power and authority, governmental permits, consents, authorizations,
registrations, licenses and memberships necessary to own its property and
to carry on its business in the places where such properties are now owned
and operated or such business is being conducted.


      (b)     Subsidiaries.  USURF America, Inc., the issuer of the common stock
sold hereunder, has the following subsidiary corporations: (1)
CyberHighway, Inc., an Idaho corporation; (2) Santa Fe Wireless Internet,
Inc., a New Mexico corporation; (3) USURF America Internet Design, Inc., a
Louisiana corporation; (4) USURF Wireless, Inc., a Louisiana corporation;
and (5) Missouri Cable TV Corp., a Louisiana corporation.


      (c)     Options, Warrants and Rights. USURF has those outstanding options,
warrants or rights, conversion rights or other agreements for the purchase
or acquisition from USURF of any shares of its capital stock as are
described in USURF's periodic filings with the SEC.


     (d)     Issuance of the Common Stock.  The shares of common stock of USURF,
when issued and delivered in accordance with this Agreement, will be duly
and validly issued, fully paid and nonassessable, and will be free and
clear of any liens or encumbrances and, to the knowledge of USURF, will be
issued in compliance with applicable state and federal laws.


      (e)     Financial Condition.  USURF is a development stage company without
significant revenues and has, since inception, operated at a loss.  USURF
requires substantial additional capital with which to implement its
business plan with respect to its Wireless Internet access products.  There
is no assurance that USURF will obtain such needed capital or that it its
business plan, when implemented, will prove to be successful.


     (f)     Undisclosed or Contingent Liabilities.  To the best knowledge of
USURF and to its officers and directors, USURF has no material liabilities not
reflected in its periodic filing with the SEC, and, to the best knowledge
of the officers and directors of USURF, USURF has no contingent liabilities.


        (g)     Litigation. Except as described in USURF's periodic filings with
the SEC, USURF is not a party to any suit, action, proceeding, investigation or
labor dispute (collectively "actions") pending or currently threatened
against it other than administrative matters arising in the ordinary course
of business and which, if determined against USURF would result in a
materially adverse effect.


        (h)     Compliance with Agreements.  The execution and performance of
this Agreement will not result in any violation or be in conflict with any
agreement to which USURF is a party.


        (i)     Title to Property and Assets.  USURF has good and marketable
title to its properties and assets free and clear of all mortgages, liens,
security interests and encumbrances.


        (j)     Franchises, Permits, etc.  To the knowledge of USURF, it has all
franchises, permits, licenses, orders and approvals of any federal, state,
local or foreign government of self regulatory body (collectively, the
"Permits") that are material to or necessary for the conduct of its business.


        (k)     Governmental Consents.  To the knowledge of USURF, no consent,
approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any governmental authority on the
part of USURF is required in connection with the valid execution, delivery
and performance of this Agreement.


        (l)     Authorization.  All corporate action on the part of USURF and
its officers, directors and shareholders necessary for the authorization,
execution and delivery of this Agreement, for the performance of USURF's
obligations hereunder and for the issuance and delivery of the common stock
has been taken.  This Agreement, when executed and delivered, shall
constitute a legal, valid and binding obligation of USURF.


VIII.   REPRESENTATIONS AND WARRANTIES OF ANCHOR


        (a)     Organization and Corporate Authority.  Anchor is a corporation
duly organized, validly existing and in good standing under the laws of the
Turks and Caicos Islands, British West Indies, and is qualified to do
business in all jurisdictions where it is required to do so.  Anchor has
all requisite corporate power and authority, governmental permits,
consents, authorizations, registrations, licenses and memberships necessary
to own its property and to carry on its business in the places where such
properties are now owned and operated or such business is being conducted.


        (b)     Anchor represents and warrants that it is an "accredited
investor" with the meaning of that term as used in Rule 501 of Regulation D
of the Rules and Regulations of the SEC and is capable, through experience and
financial strength, to make and understand an investment decision leading
to the purchase of the common stock of USURF contemplated herein.


        (c)     Anchor represents and warrants that the shares of common stock,
are being purchased by it solely for its own account for investment purposes
only and not for the account of any other person and not for distribution,
assignment or resale to others.


        (d)     Anchor further consents to the placement of the following
legend, or a legend similar thereto, on the certificates representing shares of
common stock:


        THESE SECURITIES, AND THE SECURITIES INTO WHICH THEY MAY BE CONVERTED,
HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED
BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL
APPLICABLE LAWS, RULES AND REGULATIONS.


IX.     MISCELLANEOUS


        Survival of Covenants.  Unless otherwise waived as provided herein, all
covenants agreements, representations and warranties of the parties made in
this Agreement and in the financial statements or other written information
delivered or furnished in connection therewith and herewith shall survive
the Exchange hereunder, and shall be binding upon, and inure to the benefit
of, the parties and their respective successors and assigns.


        Arbitration.  In the event of a dispute between the parties hereto that
arises out of this Agreement, the parties hereby agree to submit such
dispute to arbitration before the American Arbitration Association (the
"Association") at its Dallas, Texas, offices, in accordance with the
then-current rules of the Association; the award given by the arbitrators
shall be binding and a judgment can be obtained on any such award in any
court of competent jurisdiction.  It is expressly agreed that the
arbitrators, as part of their award, can award attorneys fees to the
prevailing party.


        Governing Law.  This Agreement shall be deemed to be a contract made
under, governed by and construed in accordance with the substantive laws of
the State of Louisiana.


        Counterparts.  This Agreement may be executed simultaneously in
counterparts, each of which when so executed and delivered shall be taken
to be an original; but such counterparts shall together constitute but one
and the same documents.


        Successors and Assigns.  Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns and administrators of the parties hereto.


        Entire Agreement.  This Agreement, the other agreements and the other
documents delivered pursuant hereto and thereto constitute the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.


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


                                                "USURF":


                                                USURF AMERICA, INC.



                                                By: /s/ David M. Loflin
                                                        David M. Loflin
                                                        President


                                                "ANCHOR":


                                                ANCHOR HOUSE LTD.



                                                By: /s/ Peter Rochow
                                                        Peter Rochow
                                                        Managing Director
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>18
<FILENAME>0018.txt
<TEXT>



--------------
EXHIBIT 10.103
--------------


THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AS WELL AS THE SECURITIES
INTO WHICH THESE SECURITIES MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE
UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE
SECURITIES ACT OF 1933, AS AMENDED.  THESE SECURITIES MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM
REGISTRATION.


        USURF America, Inc.
        (Incorporated Under the Laws of the State of Nevada)


        380,000 COMMON STOCK
        PURCHASE WARRANTS


        (EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE COMMON SHARE)
        INITIAL WARRANT EXERCISE PRICE $.20


THIS CERTIFIES THAT, for value received, Shelter Capital Ltd. (the
"Holder"), as registered owner of this Common Stock Purchase Warrant (a
"Warrant" or the "Warrants"), is entitled at any time or from time to time
after issuance hereof at or before 5:00 p.m., Central Time, on the date
that is three years from the date hereof (the "Expiration Date"), to
subscribe for, purchase and receive the above-specified, fully-paid and
non-assessable Common Shares, $.0001 par value per share (the "Common
Shares"), of USURF America, Inc., a Nevada corporation (the "Company"), at
the purchase price of $.20 per share (the "Exercise Price"), upon
presentation and surrender of this Warrant and payment of the Exercise
Price for such Common Shares of the Company at the principal office of the
Company, but only subject to the conditions set forth herein.  The Exercise
Price and the number of Common Shares purchasable upon exercise of each
Warrant are subject to adjustments upon the occurrence of certain events
described herein.


Upon due presentment for transfer of this Warrant at the principal office
of the Company, a new Warrant of like tenor and evidencing, in the
aggregate, a like number of Warrants, subject to any adjustments made in
accordance with the provisions hereof, shall be issued to the transferee in
exchange for this Warrant, subject to the limitations provided herein, upon
payment of any tax or governmental charge imposed in connection with such
transfer.


The holder of the Warrants evidenced hereby may exercise all or any whole
number of such Warrants during the period and in the manner stated herein.
The Exercise Price payable in lawful money of the United States of America
and in cash or by certified or bank cashier's check or bank draft payable
to the order of the Company.  If, upon exercise of any Warrants evidenced
hereby, the number of Warrants exercised shall be less than the total
number of Warrants so evidenced, there shall be issued to the Warrantholder
a new Warrant evidencing the number of Warrants not so exercised.


No Warrant may be exercised after 5:00 p.m., Central Time, on the
Expiration Date and any Warrant not exercised by such time shall become
void, unless extended by the Company.


The Company covenants that it will, at all times, reserve and have
available from its authorized shares of Common Stock such number of shares
of Common Stock as shall then be issuable on exercise of all outstanding
Warrants.  The Company covenants that all Warrant Shares, when issued,
shall be duly and validly issued, fully paid and non-assessable, and free
from all taxes, liens and charges with respect to the issue thereof.


Adjustment of Exercise Price and Shares


        A.      In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall issue any of its Common Stock as
a stock dividend or shall subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of such events, the
Exercise Price in effect at the time of such action shall be reduced
proportionately and the number of shares of Common Stock purchasable
pursuant to the Warrants shall be increased proportionately.  Conversely,
in the event the Company shall reduce the number of its outstanding shares
of Common Stock by combining such shares into a smaller number of shares,
then, in such event, the Exercise Price in effect at the time of such
action shall be increased proportionately and the number of shares of
Common Stock at that time purchasable pursuant to the Warrants shall be
decreased proportionately.  Such stock dividend paid or distributed on the
Common Stock in shares of any other class of the Company or securities
convertible into shares of Common Stock shall be treated as a dividend paid
or distributed in shares of Common Stock to the extent shares of Common
Stock are issuable on the payment or conversion thereof.


        B.      In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall be recapitalized by
reclassifying its outstanding shares of Common Stock into shares with a
different par value, or by changing its outstanding Common Stock to shares
without par value or in the event of any other material change of the capital
structure of the Company or of any successor corporation by reason of any
reclassification, recapitalization or conveyance, prompt, proportionate,
equitable, lawful and adequate provision shall be made whereby any holder of
the Warrants shall thereafter have the right to purchase, on the basis and the
terms and conditions specified in this Agreement, in lieu of the shares of
Common Stock of the Company theretofore purchasable on the exercise of any
Warrant, such securities or assets as may be issued or payable with respect
to, or in exchange for, the number of shares of Common Stock of the Company
theretofore purchasable on exercise of the Warrants had such
reclassification, recapitalization or conveyance not taken place; and, in
any such event, the rights of any holder of a Warrant to any adjustment in
the number of shares of Common Stock purchasable on exercise of such
Warrant, as set forth above, shall continue and be preserved in respect of
any stock, securities or assets which the holder becomes entitled to
purchase; provided, however, that a merger, acquisition of a going business
or a portion thereof (whether for cash, stock, notes, other securities, or
a combination of cash and securities), exchange of stock for stock,
exchange of stock for assets, or like transaction involving the Company
will not be considered a "material change" for purposes of this paragraph,
and no adjustment shall be made hereunder by reason of any such merger,
acquisition, exchange of stock for stock, exchange of stock for assets, or
like transaction.


        C.      In the event the Company, at any time while the Warrants shall
remain unexpired and unexercised, shall sell all or substantially all of its
property, or dissolves, liquidates or winds up its affairs, prompt,
proportionate, equitable, lawful and adequate provision shall be made as
part of the terms of such sale, dissolution, liquidation or winding up such
that the holder of a  Warrant may thereafter receive, on exercise of such
Warrant, in lieu of each share of Common Stock of the Company which such
holder would have been entitled to receive upon exercise of such Warrant,
the same kind and amount of any stock, securities or assets as may be
issuable, distributable or payable on any such sale, dissolution,
liquidation or winding up with respect to each share of Common Stock of the
Company; provided, however, that, in the event of any such sale,
dissolution, liquidation or winding up, the right to exercise the Warrants
shall terminate on a date fixed by the Company, such date to be not earlier
than 5:00 p.m., Central Time, on the 30th day next succeeding the date on
which notice of such termination of the right to exercise the Warrants has
been given by mail to the holders thereof at such addresses as may appear
on the books of the Company.



        D.      In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to purchase shares of its
Common Stock at a price per share more than 10% below the then-current market
price per share (as defined below) of its Common Stock at the date of
taking such record, then (i) the number of shares of Common Stock
purchasable pursuant to the Warrants shall be redetermined as follows: the
number of shares of Common Stock purchasable pursuant to a Warrant
immediately prior to such adjustment (taking into account fractional
interests to the nearest 1,000th of a share) shall be multiplied by a
fraction, the numerator of which shall be the number of shares of Common
Stock of the Company then outstanding (excluding the Common Stock then
owned by the Company) immediately prior to the taking of such record, plus
the number of additional shares offered for purchase, and the denominator
of which shall be the number of shares of Common Stock of the Company
outstanding (excluding the Common Stock owned by the Company) immediately
prior to the taking of such record, plus the number of shares which the
aggregate offering price of the total number of additional shares so
offered would purchase at such current market price; and (ii) the Exercise
Price per share of Common Stock purchasable pursuant to a Warrant shall be
redetermined as follows:  the Exercise Price in effect immediately prior to
the taking of such record shall be multiplied by a fraction, the numerator
of which is the number of shares of Common Stock purchasable immediately
prior to the taking of such record, and the denominator of which is the
number of shares of Common Stock purchasable immediately after the taking
of such record as determined pursuant to clause (i) above.  For the purpose
hereof, the current market price per share of Common Stock of the Company
at any date shall be deemed to be the average of the closing prices, as
reported by the American Stock Exchange, for 30 consecutive business days
commencing 15 business days prior to the record date.


        E.      On exercise of the Warrants by the holders, the Company shall
not be required to deliver fractions of shares of Common Stock; provided,
however, that prompt, proportionate, equitable, lawful and adequate
adjustment in the Exercise Price payable shall be made in respect of any such
fraction of one share of Common Stock on the basis of the Exercise Price per
share.


        F.      In the event, prior to expiration of the Warrants by exercise or
by their terms, the Company shall determine to take a record of the holders of
its Common Stock for the purpose of determining shareholders entitled to
receive any stock dividend, distribution or other right which will cause
any change or adjustment in the number, amount, price or nature of the
Common Stock or other stock, securities or assets deliverable on exercise
of the Warrants pursuant to the foregoing provisions, the Company shall
give to the Registered Holders of the Warrants at the addresses as may
appear on the books of the Company at least 15 days' prior written notice
to the effect that it intends to take such a record.  Such notice shall
specify the date as of which such record is to be taken; the purpose for
which such record is to be taken; and the number, amount, price and nature
of the Common Stock or other stock, securities or assets which will be
deliverable on exercise of the Warrants after the action for which such
record will be taken has been completed.  Without limiting the obligation
of the Company to provide notice to the Registered Holders of the Warrant
Certificates of any corporate action hereunder, the failure of the Company
to give notice shall not invalidate such corporate action of the Company.






        G.      The Warrant shall not entitle the holder thereof to any of the
rights of shareholders or to any dividend declared on the Common Stock, unless
the Warrant is exercised and the Warrant Shares purchased prior to the record
date fixed by the Board of Directors of the Company for the determination
of holders of Common Stock entitled to such dividend or other right.


        H.      No adjustment of the Exercise Price shall be made as a result of
, or in connection with, (i) the establishment of one or more employee stock
option plans for employees of the Company, or the modification, renewal or
extension of any such plan, or the issuance of Common Stock on exercise of
any options pursuant to any such plan, (ii) the issuance of individual
warrants or options to purchase Common Stock, the issuance of Common Stock
upon exercise of such warrants or options, or the issuance of Common Stock
in connection with compensation arrangements for directors, officers,
employees, consultants or agents of the Company or any Subsidiary, and the
like, or (iii) the issuance of Common Stock in connection with a merger,
acquisition of a going business or a portion thereof (whether for cash,
stock, notes, other securities, or a combination of cash and securities),
exchange of stock for stock, exchange of stock for assets, or like
transaction.


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President and its Secretary, each by a facsimile of his signature, and has
caused a facsimile of its corporate seal to be imprinted hereon.


Dated: December 14, 2000.



        USURF AMERICA, INC.




      By: /s/ David M. Loflin
           David M. Loflin
           President




      By: /s/ Waddell D. Loflin
           Waddell D. Loflin
           Secretary



        FORM OF ASSIGNMENT
        To Be Executed by the Registered Holder if He
        Desires to Assign Warrants Evidenced Hereby


FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
Warrants, evidenced hereby, and does hereby irrevocably constitute and
appoint _____________________________________________ Attorney to transfer
the said Warrants, evidenced hereby on the books of the Company, with full
power of substitution.


Dated:                                          X
                                                                Signature


NOTICE:  The above signature must correspond with the name as written upon
the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.



Signature Guaranteed:


        FORM OF ELECTION TO PURCHASE
        To be Executed by the Holder if He Desires
        to Exercise Warrants Evidenced Hereby


TO: USURF AMERICA, INC.


The undersigned hereby irrevocably elects to exercise ______________
Warrants evidenced hereby for, and to purchase hereunder,
__________________ full shares of Common Stock issuable upon exercise of
said Warrants and delivery of $_____________ and any applicable taxes.  The
undersigned requests that certificates for such shares be issued in the
name of:



                        (Please print name and address)





If said number of Warrants shall not be all the Warrants evidenced hereby,
the undersigned requests that a new Warrant Certificate evidencing the
Warrants not so exercised be issued in the name of and delivered to:



                                        (Please print name and address)



Dated:                                                  X


NOTICE:  The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, or if signed by any
other person the Form of Assignment hereon must be duly executed and if the
certificate representing the shares or any Warrant Certificate representing
Warrants not exercised is to be registered in a name other than in which
the within Warrant Certificate is registered, the signature of the holder
hereof must be guaranteed.



Signature Guaranteed:


SIGNATURE MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTY.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>19
<FILENAME>0019.txt
<TEXT>



--------------
EXHIBIT 10.104
--------------


COMMON STOCK PURCHASE AGREEMENT


       COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of October 9,
2000 by and between USURF AMERICA, INC., a Nevada corporation (the
"Company"), and FUSION CAPITAL FUND II, LLC (together with its permitted
assigns, the "Buyer").  Capitalized terms used herein and not otherwise
defined herein are defined in Section 10 hereof.


WHEREAS


        Subject to the terms and conditions set forth in this Agreement, the
Company wishes to sell to the Buyer, and the Buyer wishes to buy from the
Company, up to Ten Million Dollars ($10,000,000) of the Company's common
stock, par value $.0001 per share (the "Common Stock").  The shares of
Common Stock to be purchased hereunder are referred to herein as the
"Purchase Shares."


        NOW THEREFORE, the Company and the Buyer hereby agree as follows


        1.      PURCHASE OF COMMON STOCK.


        Subject to the terms and conditions set forth in Sections 6, 7 and 9
below, the Company hereby agrees to sell to the Buyer, and the Buyer hereby
agrees to purchase from the Company, shares of Common Stock as follows


        (a)     Commencement of Purchases of Common Stock.  The purchase and
sale of Common Stock hereunder shall commence (the "Commencement") within
five (5) Trading Days following the date of satisfaction (or waiver) of the
conditions to the Commencement set forth in Sections 6 and 7 below (or such
later date as is mutually agreed to by the Company and the Buyer), (the
date of such Commencement, the "Commencement Date")


        (b)     Buyer's Purchase Rights and Obligations.  Subject to the
provisions of Section 1(d), the Buyer(i) shall purchase shares of Common Stock
during each Monthly Period equal to the Monthly Base Amount at the Purchase
Price in accordance with Section 1(e), and (ii) at any time on or after the
Maturity Date, shall have the right to purchase shares of Common Stock up
to the entire remaining Available Amount at the Purchase Price in
accordance with Section 1(e).  Within three (3) Trading Days of receipt of
Purchase Shares, the Buyer shall pay to the Company an amount equal to the
Purchase Amount with respect to such Purchase Shares as full payment for
the Purchase Shares so received.    The Company shall not issue any
fraction of a share of Common Stock upon any purchase.  All shares of
Common Stock (including fractions thereof) issuable upon a purchase under
this Agreement shall be aggregated for purposes of determining whether the
purchase would result in the issuance of a fraction of a share of Common
Stock.  If, after the aforementioned aggregation, the issuance would result
in the issuance of a fraction of a share of Common Stock, the Company shall
round such fraction of a share of Common Stock up or down to the nearest
whole share.  All payments made under this Agreement shall be made in
lawful money of the United States of America by check or wire transfer of
immediately available funds to such account as the Company may from time to
time designate by written notice in accordance with the provisions of this
Agreement.  Whenever any amount expressed to be due by the terms of this
Agreement is due on any day which is not a Trading Day, the same shall
instead be due on the next succeeding day which is a Trading Day.


(c)     Company's Mandatory Purchase Rights. If (A) the Closing Sale Price of
the Common Stock on each of the five (5) Trading Days immediately prior to
the first Trading Day of any Monthly Period is at least $5.00 and (B) no
Event of Default has occurred and is continuing, then the Company shall
have the right, so long as no Event of Default has occurred and is
continuing and so long as the Sale Price of the Common Stock remains at
least $5.00, by delivering written notice (a "Mandatory Purchase Notice")
to the Buyer on or prior to the first Trading Day of such Monthly Period to
require that the Buyer purchase at the Purchase Price such Available Amount
as specified by the Company in the Mandatory Purchase Notice during the
next two Monthly Periods on such Trading Days during such Monthly Periods
as the Buyer shall determine.  The Company acknowledges and agrees that the
Company's mandatory purchase rights represent an agreement by the Buyer to
extend financial accommodations to the Company.  Accordingly, it shall be a
condition to the exercise of the Company's Mandatory Purchase Rights that
no Event of Default shall have occurred and is continuing, and the
Company's delivery of a Mandatory Purchase Notice shall be deemed a
representation to the Buyer that no Event of Default has occurred and is
continuing.  The Company may revoke a Mandatory Purchase Notice, in whole
or in part, by delivering written notice thereof to the Buyer (a
"Revocation of Mandatory Purchase Notice").  A Revocation of Mandatory
Purchase Notice shall be effective only as to Purchase Notices which are in
excess of the Monthly Base Amount and which have a Purchase Date later than
three (3) Trading Days after receipt by the Buyer of the Revocation of
Mandatory Purchase Notice.  Any Purchase Notices submitted by the Buyer
which have a Purchase Date on or prior to the third (3rd) Trading Day after
receipt by the Buyer of the Revocation of Mandatory Purchase Notice must be
honored by the Company as otherwise provided herein.


(d)     Limitations on Purchases.


(i)     Exchange Cap Limitation.  The Company shall not effect any purchase
under this Agreement and the Buyer shall not have the right to purchase
shares of Common Stock under this Agreement to the extent that after giving
effect to such purchase the "Exchange Cap" shall be deemed to be reached.
The "Exchange Cap" shall be deemed to be reached at such time if, upon
submission of a Purchase Notice under this Agreement, the issuance of such
shares of Common Stock would exceed that number of shares of Common Stock
which the Company may issue under this Agreement without breaching the
Company's obligations under the rules or regulations of the Principal Market.


(ii)    Limitation on Beneficial Ownership.  The Company shall not effect any
sale under this Agreement and the Buyer shall not have the right to
purchase shares of Common Stock under this Agreement to the extent that
after giving effect to such purchase the Buyer together with its affiliates
would beneficially own in excess of 9.9% of the outstanding shares of the
Common Stock following such purchase.  For purposes hereof, the number of
shares of Common Stock beneficially owned by the Buyer and its affiliates
or acquired by the Buyer and its affiliates, as the case may be, shall
include the number of shares of Common Stock issuable in connection with a
Purchase Notice under this Agreement with respect to which the
determination is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (1) a purchase of the remaining
Available Amount which has not been submitted for purchase, and (2)
exercise or conversion of the unexercised or unconverted portion of any
other securities of the Company (including, without limitation, any
warrants) subject to a limitation on conversion or exercise analogous to
the limitation contained herein beneficially owned by the Buyer and its
affiliates.  If the 9.99% limitation is ever reached, this shall not effect
or limit the Buyer's obligation to purchase the Monthly Base Amount or the
Company's Mandatory Purchase Rights as otherwise provided in this
Agreement.  For purposes of this Section, in determining the number of
outstanding shares of Common Stock the Buyer may rely on the number of
outstanding shares of Common Stock as reflected in (1) the Company's most
recent Form 10-Q or Form 10-K, as the case may be, (2) a more recent public
announcement by the Company or (3) any other written communication by the
Company or its transfer agent setting forth the number of shares of Common
Stock outstanding.  Upon the reasonable written or oral request of the
Buyer, the Company shall promptly confirm orally and in writing to the
Buyer the number of shares of Common Stock then outstanding.  In any case,
the number of outstanding shares of Common Stock shall be determined after
giving effect to any purchases under this Agreement by the Buyer since the
date as of which such number of outstanding shares of Common Stock was
reported.  Except as otherwise set forth herein, for purposes of this
Section 1(d)(ii), beneficial ownership shall be determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended.


(iii)   Company's Right to Suspend Purchases.  If at any time the Closing
Sale Price of the Common Stock is below the Fixed Purchase Price for three
consecutive Trading Days, the Company shall have three (3) Trading Days
from the last day of such three consecutive Trading Day Period to give
written notice (a "Purchase Suspension Notice") to the Buyer suspending any
and all purchases by the Buyer under this Agreement.  The Purchase
Suspension Notice shall be effective only for Purchase Notices which have a
Purchase Date later than three (3) Trading Days after receipt of the
Purchase Suspension Notice by the Buyer. Any Purchase Notices submitted by
the Buyer which have a Purchase Date on or prior to the third (3rd) Trading
Day after receipt by the Buyer of the Company's Purchase Suspension Notice
must be honored by the Company as otherwise provided herein.  Such purchase
suspension shall continue in effect until the earlier of(A) revocation in
writing by the Company, at its sole discretion; or (B) such time as the
Sale Price of the Common Stock is above the Fixed Purchase Price.


(e)     Mechanics of Purchasing.  The purchase of shares of Common Stock under
this Agreement shall be conducted in the following manner


(i)     Buyer's Delivery Requirements.  To purchase shares of Common Stock
under this Agreement on any date, the Buyer shall transmit by facsimile (or
otherwise deliver) on or prior to 1159 p.m., Central Time on such date, a
copy of a fully executed notice of purchase substantially in the form
attached hereto as Exhibit A (the "Purchase Notice") to the Company.


(ii)    Company's Response.  Upon receipt by the Company of a copy of a
Purchase Notice, the Company shall as soon as practicable, but in no event
later than one (1) Trading Day after receipt of such Purchase Notice, send
via facsimile (or otherwise deliver), a confirmation of receipt of such
Purchase Notice in the form attached hereto as Exhibit B (a "Company
Confirmation of Purchase Notice") to (1) the Buyer and (2) along with a
copy of the Purchase Notice, the Company's designated transfer agent (the
"Transfer Agent"), which confirmation shall constitute an irrevocable
instruction to the Transfer Agent to process such Purchase Notice in
accordance with the terms herein.  Upon receipt by the Transfer Agent of a
copy of the executed Purchase Notice and a copy of the applicable Company
Confirmation of Purchase Notice, the Transfer Agent shall, on the first
(1st) Trading Day following the date of receipt of the Company Confirmation
of Purchase Notice, (A) provided the Transfer Agent is participating in The
Depository Trust Company's ("The DTC") Fast Automated Securities Transfer
Program, credit such aggregate number of shares of Common Stock to which
the Buyer shall be entitled to the Buyer's or its designee's balance
account with The DTC through its Deposit Withdrawal At Custodian ("DWAC")
system, or (B) if the Transfer Agent is not participating in The DTC Fast
Automated Securities Transfer Program and DWAC system, issue and surrender
to a common carrier for overnight delivery to the address as specified in
the Purchase Notice, a certificate, registered in the name of the Buyer or
its designee, for the number of shares of Common Stock to which the Buyer
shall be entitled.


(iii)   Dispute Resolution.  In the case of a dispute as to the determination
of the Purchase Price or the arithmetic calculation of the Purchase Rate,
the Company shall instruct the Transfer Agent to issue to the Buyer the
number of shares of Common Stock that is not disputed and shall submit the
disputed determinations or arithmetic calculations to the Buyer via
facsimile within one (1) Trading Day of receipt of the Buyer's Purchase
Notice.  If the Buyer and the Company are unable to agree upon the
determination of the Purchase Price or arithmetic calculation of the
Purchase Rate within one (1) Trading Day of such disputed determination or
arithmetic calculation being submitted to the Buyer, then the Company shall
within one (1) Trading Day submit via facsimile (A) the disputed
determination of the Purchase Price to an independent, reputable investment
bank selected by the Company and approved by the Buyer or (B) the disputed
arithmetic calculation of the Purchase Rate to the Company's independent,
outside accountant.  The Company shall cause the investment bank or the
accountant, as the case may be, to perform the determinations or
calculations and notify the Company and the Buyer of the results no later
than the fifth (5th) day after the date it receives the disputed
determinations or calculations.  Such investment bank's or accountant's
determination or calculation, as the case may be, shall be binding upon all
parties absent manifest error.


(iv)    Record Holder.  The person or persons entitled to receive the shares
of Common Stock issuable upon a purchase under this Agreement shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock on the Purchase Date.


(v)     Company's Failure to Timely Deliver Shares.  If within five (5) Trading
Days after the Company's receipt of a copy of the Purchase Notice properly
submitted in accordance with the term and conditions of this Agreement
(subject to extension in accordance with Section 1(e)(iii) for a good faith
dispute made in accordance with the terms of Section 1(e)(iii)) (the "Share
Delivery Period"), the Transfer Agent shall fail to issue Purchase Shares
via credit to the Buyer's account with DTC for the number of Purchase
Shares to which such Buyer is entitled upon such Buyer's submission of the
applicable Purchase Notice (a "Purchase Failure"), in addition to all other
available remedies which such Buyer may pursue under applicable laws and
this Agreement (including indemnification obligations of the Company set
forth in Section 8 hereof), the Company shall pay in cash, on demand,
additional damages to the Buyer for each day after such fifth (5th) Trading
Day that the issuance of such Purchase Shares is not timely effected, in an
amount equal to 1.5% of the product of (I) the number of Purchase Shares
not issued to the Buyer on a timely basis pursuant to Section 1(e)(ii) and
to which such Buyer is entitled and (II) the Closing Sale Price of the
Common Stock on the Purchase Date.


(vi)    Book Entry.  Notwithstanding anything to the contrary set forth
herein, upon purchase of any portion of the Available Amount in accordance
with the terms hereof, the Buyer shall not be required to physically
surrender this Agreement to the Company.  The Buyer and the Company shall
each maintain records showing the remaining Available Amount and the dates
and Purchase Amounts for each purchase or shall use such other method,
reasonably satisfactory to the Buyer and the Company, so as not to require
physical surrender of this Agreement upon each purchase.  The Buyer and any
assignee, by acceptance of this Agreement, acknowledge and agree that, by
reason of the provisions of this paragraph, following purchase of any
portion of the Available Amount, the remaining Available Amount under this
Agreement shall be less than the aggregate Available Amount set forth on
the face hereof.


(f)     Taxes.  The Company shall pay any and all taxes that may be payable
with respect to the issuance and delivery of any shares of Common Stock to
the Buyer made under of this Agreement.


2.      BUYER'S REPRESENTATIONS AND WARRANTIES.


The Buyer represents and warrants to the Company that


(a)     Investment Purpose.  The Buyer is entering into this Agreement and
acquiring the Commitment Shares and the Warrants (each as defined in
Section 7(b) hereof) (this Agreement, the Commitment Shares and the
Warrants are collectively referred to herein as the "Securities"), for its
own account for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof; provided
however, by making the representations herein, the Buyer does not agree to
hold any of the Securities for any minimum or other specific term.

(b)     Accredited Investor Status.  The Buyer is an "accredited investor" as
that term is defined in Rule 501(a)(3) of Regulation D.


(c)     Reliance on Exemptions.  The Buyer understands that the Securities are
being offered and sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities
laws and that the Company is relying in part upon the truth and accuracy
of, and the Buyer's compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Buyer set forth
herein in order to determine the availability of such exemptions and the
eligibility of the Buyer to acquire the Securities.


(d)     Information.  The Buyer has been furnished with all materials relating
to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities that have been reasonably
requested by the Buyer, including, without limitation, the SEC Documents
(as defined in Section 3(f) hereof).  The Buyer understands that its
investment in the Securities involves a high degree of risk.  The Buyer (i)
is able to bear the economic risk of an investment in the Securities
including a total loss, (ii) has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of the proposed investment in the Securities and (iii) has had an
opportunity to ask questions of and receive answers from the officers of
the Company concerning the financial condition and business of the Company
and others matters related to an investment in the Securities.  Neither
such inquiries nor any other due diligence investigations conducted by the
Buyer or its representatives shall modify, amend or affect the Buyer's
right to rely on the Company's representations and warranties contained in
Section 3 below.  The Buyer has sought such accounting, legal and tax
advice as it has considered necessary to make an informed investment
decision with respect to its acquisition of the Securities.  The Buyer
acknowledges that the Company currently lacks capital with which to
exploit, on a full-scale basis, its wireless Internet access and other
wireless products and that the Company expects that it may remain in
substantially the same position unless the Company is able to obtain
additional funding.


(e)     No Governmental Review.  The Buyer understands that no United States
federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Securities or
the fairness or suitability of the investment in the Securities nor have
such authorities passed upon or endorsed the merits of the offering of the
Securities.


(f)     Transfer or Resale.  The Buyer understands that except as provided in
the Registration Rights Agreement (as defined in Section 6(a) hereof)(i)
the Securities have not been and are not being registered under the 1933
Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (A) subsequently registered thereunder or
(B) an exemption exists permitting such Securities to be sold, assigned or
transferred without such registration; (ii) any sale of the Securities made
in reliance on Rule 144 may be made only in accordance with the terms of
Rule 144 and further, if Rule 144 is not applicable, any resale of the
Securities under circumstances in which the seller (or the person through
whom the sale is made) may be deemed to be an underwriter (as that term is
defined in the 1933 Act) may require compliance with some other exemption
under the 1933 Act or the rules and regulations of the SEC thereunder; and
(iii) neither the Company nor any other person is under any obligation to
register such securities under the 1933 Act or any state securities laws or
to comply with the terms and conditions of any exemption thereunder.


(g)     Validity; Enforcement.  This Agreement has been duly and validly
authorized, executed and delivered on behalf of the Buyer and is a valid
and binding agreement of the Buyer enforceable against the Buyer in
accordance with its terms, subject as to enforceability to general
principles of equity and to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to,
or affecting generally, the enforcement of applicable creditors' rights and
remedies.


(h)     Residency.  The Buyer is a resident of the State of Illinois.


(i)     No Prior Short Selling.  The Buyer represents and warrants to the
Company that at no time prior to the date of this Agreement has any of the
Buyer, its agents, associates, representatives or affiliates engaged in or
effected, in any manner whatsoever, directly or indirectly, any (i) "short
sale" (as such term is defined in Rule 3b 3 of the 1934 Act) of the Common
Stock or (ii) hedging transaction, which establishes a net short position
with respect to the Common Stock.


3.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


The Company represents and warrants to the Buyer that


(a)     Organization and Qualification.  The Company and its "Subsidiaries"
(which for purposes of this Agreement means any entity in which the
Company, directly or indirectly, owns 50% or more of the voting stock or
capital stock or other similar equity interests) are corporations duly
organized and validly existing in good standing under the laws of the
jurisdiction in which they are incorporated, and have the requisite
corporate power and authority to own their properties and to carry on their
business as now being conducted.  Each of the Company and its Subsidiaries
is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership of property or the
nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good
standing could not reasonably be expected to have a Material Adverse
Effect.  As used in this Agreement, "Material Adverse Effect" means any
material adverse effect on any of(i) the business, properties, assets,
operations, results of operations or financial condition of the Company and
its Subsidiaries, if any, taken as a whole, (ii) the value of the Common
Stock, (iii) the transactions contemplated hereby or by the agreements and
instruments to be entered into in connection herewith or (iv) the authority
or ability of the Company to perform its obligations under the Transaction
Documents (as defined in Section 2(b) hereof).  The Company has no
Subsidiaries except as set forth on Schedule 3(a).


(b)     Authorization; Enforcement; Validity.  (i) The Company has the
requisite corporate power and authority to enter into and perform its
obligations under this Agreement, the Warrant Agreement (as defined in
Section 7(b) hereof), the Registration Rights Agreement (as defined in
Section 6(a) hereof) and each of the other agreements entered into by the
parties hereto in connection with the transactions contemplated by this
Agreement (collectively, the "Transaction Documents"), and to issue the
Securities in accordance with the terms hereof and thereof, (ii) the
execution and delivery of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby,
including without limitation, the issuance of the Commitment Shares and the
reservation for issuance and the issuance of the Purchase Shares issuable
under this Agreement, have been duly authorized by the Company's Board of
Directors and no further consent or authorization is required by the
Company, its Board of Directors or its shareholders, (iii) this Agreement
has been, and each other Transaction Document shall be on the Commencement
Date, duly executed and delivered by the Company and (iv) this Agreement
constitutes, and each other Transaction Document upon its execution on
behalf of the Company, shall constitute, the valid and binding obligations
of the Company enforceable against the Company in accordance with their
terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the
enforcement of creditors' rights and remedies.


(c)     Capitalization.  As of the date hereof, the authorized capital stock of
the Company consists of (i) 100,000,000 shares of Common Stock, of which as
of the date hereof, 15,105,010 shares are issued and outstanding no shares
are held as treasury shares,  no shares are reserved for issuance pursuant
to the Company's stock option plans, 395,477 shares are issuable and
reserved for issuance pursuant to securities (other than stock options
issued pursuant to the Company's stock option plans) exercisable or
exchangeable for, or convertible into, shares of Common Stock and (ii) no
shares of Preferred Stock are issued and outstanding.  All of such
outstanding shares have been, or upon issuance will be, validly issued and
are fully paid and nonassessable.  Except as disclosed in Schedule 3(c),
(i) no shares of the Company's capital stock are subject to preemptive
rights or any other similar rights or any liens or encumbrances suffered or
permitted by the Company, (ii) there are no outstanding debt securities,
(iii) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to,
or securities or rights convertible into, any shares of capital stock of
the Company or any of its Subsidiaries, or contracts, commitments,
understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional shares of capital
stock of the Company or any of its Subsidiaries or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its Subsidiaries, (iv)
there are no agreements or arrangements under which the Company or any of
its Subsidiaries is obligated to register the sale of any of their
securities under the 1933 Act (except the Registration Rights Agreement),
(v) there are no outstanding securities or instruments of the Company or
any of its Subsidiaries which contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by
which the Company or any of its Subsidiaries is or may become bound to
redeem a security of the Company or any of its Subsidiaries, (vi) there are
no securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of the Securities as described in
this Agreement and (vii) the Company does not have any stock appreciation
rights or "phantom stock" plans or agreements or any similar plan or
agreement.  The Company has furnished to the Buyer true and correct copies
of the Company's Certificate of Incorporation, as amended and as in effect
on the date hereof (the "Certificate of Incorporation"), and the Company's
By-laws, as amended and as in effect on the date hereof (the "By-laws"),
and summaries of the terms of all securities convertible into or
exercisable for Common Stock, if any, and copies of any documents
containing the material rights of the holders thereof in respect thereto.


(d)     Issuance of Securities.  The Commitment Shares have been duly
authorized and, upon issuance in accordance with the terms hereof, shall be
(i) validly issued, fully paid and non-assessable and (ii) free from all
taxes, liens and charges with respect to the issue thereof. 4,000,000
shares of Common Stock have been duly authorized and reserved for issuance
upon purchase under this Agreement.  Upon issuance and payment therefore in
accordance with the terms and conditions of this Agreement, the Purchase
Shares shall be validly issued, fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issue thereof, with the
holders being entitled to all rights accorded to a holder of Common Stock.


(e)     No Conflicts.  Except as disclosed in Schedule 3(e), the execution,
delivery and performance of the Transaction Documents by the Company and
the consummation by the Company of the transactions contemplated hereby and
thereby (including, without limitation, the reservation for issuance and
issuance of the Purchase Shares) will not (i) result in a violation of the
Certificate of Incorporation, any Certificate of Designations, Preferences
and Rights of any outstanding series of preferred stock of the Company or
the By-laws or (ii) conflict with, or constitute a default (or an event
which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the
Company or any of its Subsidiaries is a party, or result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and
state securities laws and regulations and the rules and regulations of the
Principal Market applicable to the Company or any of its Subsidiaries) or
by which any property or asset of the Company or any of its Subsidiaries is
bound or affected, except in the case of conflicts, defaults and violations
under clause (ii), which could not reasonably be expected to result in a
Material Adverse Effect.  Except as disclosed in Schedule 3(e), neither the
Company nor its Subsidiaries is in violation of any term of or in default
under its Certificate of Incorporation, any Certificate of Designation,
Preferences and Rights of any outstanding series of preferred stock of the
Company or By-laws or their organizational charter or by-laws,
respectively.  Except as disclosed in Schedule 3(e), neither the Company
nor any of its Subsidiaries is in violation of any term of or in default
under any material contract, agreement, mortgage, indebtedness, indenture,
instrument, judgment, decree or order or any statute, rule or regulation
applicable to the Company or its Subsidiaries, except for possible
conflicts, defaults, terminations or amendments which could not reasonably
be expected to have a Material Adverse Effect.  The business of the Company
and its Subsidiaries is not being conducted, and shall not be conducted, in
violation of any law, ordinance, regulation of any governmental entity,
except for possible violations, the sanctions for which either individually
or in the aggregate could not reasonably be expected to have a Material
Adverse Effect.  Except as specifically contemplated by this Agreement and
as required under the 1933 Act, the Company is not required to obtain any
consent, authorization or order of, or make any filing or registration
with, any court or governmental agency or any regulatory or self-regulatory
agency in order for it to execute, deliver or perform any of its
obligations under or contemplated by the Transaction Documents in
accordance with the terms hereof or thereof.  Except as disclosed in
Schedule 3(e), all consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the
preceding sentence shall be obtained or effected on or prior to the
Commencement Date,.  Except as disclosed in Schedule 3(e), the Company is
not and has not been since January 1, 1999, in violation of the listing
requirements of the Principal Market.


(f)     SEC Documents; Financial Statements. Except as disclosed in Schedule
3(f), since January 1, 1999, the Company has timely filed all reports,
schedules, forms, statements and other documents required to be filed by it
with the SEC pursuant to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing
filed prior to the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents incorporated by
reference therein being hereinafter referred to as the "SEC Documents").
As of their respective dates (except as they have been correctly amended),
the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents,
at the time they were filed with the SEC (except as they may have been
correctly amended), contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.  As of their respective dates
(except as they have been correctly amended), the financial statements of
the Company included in the SEC Documents complied as to form in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto.  Such financial
statements have been prepared in accordance with generally accepted
accounting principles, consistently applied, during the periods involved
(except (i) as may be otherwise indicated in such financial statements or
the notes thereto or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary
statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments).


(g)     Absence of Certain Changes.  Except as disclosed in Schedule 3(g),
since June 30, 2000, there has been no material adverse change in the
business, properties, operations, financial condition or results of
operations of the Company or its Subsidiaries.  The Company has not taken
any steps, and does not currently expect to take any steps, to seek
protection pursuant to any bankruptcy law nor does the Company or any of
its Subsidiaries have any knowledge or reason to believe that its creditors
intend to initiate involuntary bankruptcy proceedings.


(h)     Absence of Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the
Company or any of its Subsidiaries, threatened against or affecting the
Company, the Common Stock or any of the Company's Subsidiaries or any of
the Company's or the Company's Subsidiaries' officers or directors in their
capacities as such, which could reasonably be expected to have a Material
Adverse Effect.   A description of each action, suit, proceeding, inquiry
or investigation before or by any court, public board, government agency,
self-regulatory organization or body which, as of the date of this
Agreement, is pending or threatened in writing against or affecting the
Company, the Common Stock or any of the Company's Subsidiaries or any of
the Company's or the Company's Subsidiaries' officers or directors in their
capacities as such, is set forth in Schedule 3(h).


(i)     Acknowledgment Regarding Buyer's Status.  The Company acknowledges and
agrees that the Buyer is acting solely in the capacity of arm's length
purchaser with respect to the Transaction Documents and the transactions
contemplated hereby and thereby.  The Company further acknowledges that the
Buyer is not acting as a financial advisor or fiduciary of the Company (or
in any similar capacity) with respect to the Transaction Documents and the
transactions contemplated hereby and thereby and any advice given by the
Buyer or any of its representatives or agents in connection with the
Transaction Documents and the transactions contemplated hereby and thereby
is merely incidental to the Buyer's purchase of the Securities.  The
Company further represents to the Buyer that the Company's decision to
enter into the Transaction Documents has been based solely on the
independent evaluation by the Company and its representatives and advisors.


(j)     No General Solicitation.  Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning
of Regulation D under the 1933 Act) in connection with the offer or sale of
the Securities.


(k)     No Integrated Offering.  Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any
offers to buy any security, under circumstances that would require
registration of any of the Securities under the 1933 Act or cause this
offering of the Securities to be integrated with prior offerings by the
Company for purposes of the 1933 Act or any applicable shareholder approval
provisions, including, without limitation, under the rules and regulations
of any exchange or automated quotation system on which any of the
securities of the Company are listed or designated, nor will the Company or
any of its Subsidiaries take any action or steps that would require
registration of any of the Securities under the 1933 Act or cause the
offering of the Securities to be integrated with other offerings.


(l)     Dilutive Effect.  The Company understands and acknowledges that the
number of Purchase Shares purchasable under this Agreement will increase in
certain circumstances.  The Company further acknowledges that its
obligation to issue Purchase Shares under this Agreement in accordance with
the term and conditions hereof is absolute and unconditional regardless of
the dilutive effect that such issuance may have on the ownership interests
of other shareholders of the Company.


(m)     Intellectual Property Rights.  The Company and its Subsidiaries own or
possess adequate rights or licenses to use all material trademarks, trade
names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their
respective businesses as now conducted.  Except as set forth on Schedule
3(m), none of the Company's material trademarks, trade names, service
marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, government authorizations,
trade secrets or other intellectual property rights have expired or
terminated, or, by the terms and conditions thereof, could expire or
terminate within two years from the date of this Agreement.  The Company
and its Subsidiaries do not have any knowledge of any infringement by the
Company or its Subsidiaries of any material trademark, trade name rights,
patents, patent rights, copyrights, inventions, licenses, service names,
service marks, service mark registrations, trade secret or other similar
rights of others, or of any such development of similar or identical trade
secrets or technical information by others and, except as set forth on
Schedule 3(m), there is no claim, action or proceeding being made or
brought against, or to the Company's knowledge, being threatened against,
the Company or its Subsidiaries regarding trademark, trade name, patents,
patent rights, invention, copyright, license, service names, service marks,
service mark registrations, trade secret or other infringement, which could
reasonably be expected to have a Material Adverse Effect.


(n)     Environmental Laws.  The Company and its Subsidiaries (i) are in
compliance with any and all applicable foreign, federal, state and local
laws and regulations relating to the protection of human health and safety,
the environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received all permits,
licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses and (iii) are in compliance
with all terms and conditions of any such permit, license or approval,
except where, in each of the three foregoing clauses, the failure to so
comply could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.


(o)     Title.  The Company and its Subsidiaries have good and marketable title
in fee simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the
Company and its Subsidiaries, in each case free and clear of all liens,
encumbrances and defects except such as are described in Schedule 3(o) or
such as do not materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by the
Company and any of its Subsidiaries.  Any real property and facilities held
under lease by the Company and any of its Subsidiaries are held by them
under valid, subsisting and enforceable leases with such exceptions as are
not material and do not interfere with the use made and proposed to be made
of such property and buildings by the Company and its Subsidiaries.


(p)     Insurance.  The Company and each of its Subsidiaries are insured by
insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be
prudent and customary in the businesses in which the Company and its
Subsidiaries are engaged.  Neither the Company nor any such Subsidiary has
been refused any insurance coverage sought or applied for and neither the
Company nor any such Subsidiary has any reason to believe that it will not
be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not materially and
adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company and its Subsidiaries, taken as a whole.


(q)     Regulatory Permits.  The Company and its Subsidiaries possess all
material certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their
respective businesses, and neither the Company nor any such Subsidiary has
received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit.


(r)     Tax Status.  The Company and each of its Subsidiaries has made or filed
all federal and state income and all other material tax returns, reports
and declarations required by any jurisdiction to which it is subject
(unless and only to the extent that the Company and each of its
Subsidiaries has set aside on its books provisions reasonably adequate for
the payment of all unpaid and unreported taxes) and has paid all taxes and
other governmental assessments and charges that are material in amount,
shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and has set aside on its books
provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations
apply.  There are no unpaid taxes in any material amount claimed to be due
by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.


(s)     Transactions With Affiliates.  Except as set forth on Schedule 3(s) and
other than the grant or exercise of stock options disclosed on Schedule
3(c), none of the officers, directors, or employees of the Company is
presently a party to any transaction with the Company or any of its
Subsidiaries (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of
real or personal property to or from, or otherwise requiring payments to or
from any officer, director or such employee or, to the knowledge of the
Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has an interest or is an officer,
director, trustee or partner.


(t)     Application of Takeover Protections.  The Company and its board of
directors have taken or will take prior to the Commencement Date all
necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under
the Certificate of Incorporation or the laws of the state of its
incorporation which is or could become applicable to the Buyer as a result
of the transactions contemplated by this Agreement, including, without
limitation, the Company's issuance of the Securities and the Buyer's
ownership of the Securities.


(u)     Foreign Corrupt Practices.  Neither the Company, nor any of its
Subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of the Company or any of its Subsidiaries has, in the
course of its actions for, or on behalf of, the Company, used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful
expenses relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or employee
from corporate funds; violated or is in violation of any provision of the
U.S. Foreign Corrupt Practices Act of 1977, as amended; or made any
unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or employee.


4.      COVENANTS.


(a)     Filing of Registration Statement.  The Company shall within five (5)
Trading Days from the date hereof file a new registration statement
covering the sale of at least 4,445,000 shares of Common Stock.  The Buyer
and its counsel shall have a reasonable opportunity to review and comment
upon such registration statement or amendment to such registration
statement and any related prospectus prior to its filing with the SEC.  The
Company shall use its best efforts to have such registration statement or
amendment declared effective by the SEC at the earliest possible date.


(b)     Blue Sky. The Company shall, on or before the Commencement Date, take
such action, if any, as the Company shall reasonably determine is necessary
in order to obtain an exemption for or to qualify the Commitment Shares and
the Purchase Shares for sale to the Buyer pursuant to this Agreement under
applicable securities or "Blue Sky" laws of the states of the United
States, and shall provide evidence of any such action so taken to the Buyer
on or prior to the Commencement Date.  The Company shall make all filings
and reports relating to the offer and sale of the Commitment Shares and the
Purchase Shares required under applicable securities or "Blue Sky" laws of
the states of the United States following the Commencement Date.


(c)     No Variable Priced Financing.  Other than pursuant to this Agreement,
the Company agrees that beginning on the date of this Agreement and ending
on the date of termination of this Agreement (as provided in Section 9(k)
hereof), neither the Company nor any of its Subsidiaries shall, without the
prior written consent of the Buyer, contract for any equity financing
(including any debt financing with an equity component) or issue any equity
securities of the Company or any Subsidiary or securities convertible or
exchangeable into or for equity securities of the Company or any Subsidiary
(including debt securities with an equity component) which, in any case (i)
are convertible into or exchangeable for an indeterminate number of shares
of common stock, (ii) are convertible into or exchangeable for Common Stock
at a price which varies with the market price of the Common Stock, (iii)
directly or indirectly provide for any "re-set" or adjustment of the
purchase price, conversion rate or exercise price after the issuance of the
security, or (iv) contain any "make-whole" provision based upon, directly
or indirectly, the market price of the Common Stock after the issuance of
the security, in each case, other than reasonable and customary
anti-dilution adjustments for issuance of shares of Common Stock at a price
which is below the market price of the Common Stock.


(d)     Listing.  The Company shall promptly secure the listing of all of the
Purchase Shares, Commitment Shares and Warrant Shares upon each national
securities exchange and automated quotation system, if any, upon which
shares of Common Stock are then listed (subject to official notice of
issuance) and shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all such securities from time to time
issuable under the terms of the Transaction Documents.  The Company shall
maintain the Common Stock's authorization for quotation on the Principal
Market.  Neither the Company nor any of its Subsidiaries shall take any
action that would be reasonably expected to result in the delisting or
suspension of the Common Stock on the Principal Market.  The Company shall
promptly, and in no event later than the following Trading Day, provide to
the Buyer copies of any notices it receives from the Principal Market
regarding the continued eligibility of the Common Stock for listing on such
automated quotation system or securities exchange.  The Company shall pay
all fees and expenses in connection with satisfying its obligations under
this Section.


(e)     Limitation on Short Sales and Hedging Transactions.  The Buyer agrees
that beginning on the date of this Agreement and ending on the date of
termination of this Agreement as provided in Section 11(k), the Buyer and
its agents, representatives and affiliates shall not in any manner
whatsoever enter into or effect, directly or indirectly, any (i) "short
sale" (as such term is defined in Rule 3b-3 of the 1934 Act) of the Common
Stock or (ii) hedging transaction, which establishes a net short position
with respect to the Common Stock; provided, however, that such restrictions
shall not apply (i) if the Buyer submits after a sale of shares of Common
Stock a Purchase Notice entitling the Buyer to receive a number of shares
of Common Stock at least equal to the number of shares so sold or (ii) if
an Event of Default has occurred, including any failure by the Company to
timely issue any Purchase Shares required to be issued pursuant to the
terms of this Agreement.


(f)     Limitation on Sales of Commitment Shares.  The Buyer agrees that the
Buyer shall not transfer or sell the Commitment Shares (as defined in
Section 7(b) hereof) until the earlier of (X) 750 calendar days from the
date of Commencement or (Y) until this Agreement has been terminated,
provided, however, that such restrictions shall not apply(i) in connection
with any transfers to or among affiliates (as defined in the Securities
Exchange Act of 1934, as amended), (ii) in connection with any pledge in
connection with a bona fide loan or margin account, or (iii) if an Event of
Default has occurred, or any event which, after notice and/or lapse of
time, would become an Event of Default, including any failure by the
Company to timely issue Purchase Shares under this Agreement.
Notwithstanding the forgoing, the Buyer may transfer Commitment Shares to a
third party in order to settle a sale made by the Buyer where the Buyer
reasonably expects the Company to deliver Purchase Shares to the Buyer
under this Agreement so long as the Buyer maintains ownership of the same
overall number of shares of Common Stock by "replacing" the Commitment
Shares so transferred with Purchase Shares when the Purchase Shares are
actually issued by the Company to the Buyer.


(g)     Due Diligence.  The Buyer shall have the right, from time to time as
the Buyer may reasonably deem appropriate, to perform reasonable due
diligence on the Company during normal business hours.  The Company and its
officers and employees shall reasonably cooperate with the Buyer in
connection with any reasonable request by the Buyer related to the Buyer's
due diligence of the Company.


(h)     Reservation of Shares.  The Company shall, so long as any Available
Amount is outstanding, reserve and keep available out of its authorized and
unissued Common Stock, solely for the purpose of effecting the purchase of
the Available Amount, such number of shares of Common Stock as shall from
time to time be sufficient to effect the purchase of the entire remaining
Available Amount, without regard to any restrictions or limitations on
purchases.  The Company shall reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of effecting
the purchase of the Warrant Shares, 645,000 Common Stock.


5.      TRANSFER AGENT INSTRUCTIONS.


All of the Purchase Shares, Commitment Shares and Warrant Shares (as
defined in Section 7(b) hereof) (so long as the a registration statement is
available for the resale of the Warrant Shares at the time of issuance of
the respective Warrant Shares) to be issued under this Agreement shall be
issued without any restrictive legend and shall be issued by the Company's
transfer agent via The DTC Fast Automated Securities Transfer Program, by
crediting the appropriate number of shares of Common Stock to which the
Buyer shall be entitled to the Buyer's or its designee's balance account
with The DTC through The DTC DWAC system.  The Company shall issue
irrevocable instructions to its transfer agent, and any subsequent transfer
agent, to issue Purchase Shares and Warrant Shares (so long as the a
registration statement is available for the resale of the Warrant Shares at
the time of issuance of the respective Warrant Shares) in the name of the
Buyer or its respective nominee(s), for the Purchase Shares (the
"Irrevocable Transfer Agent Instructions").  The Company warrants to the
Buyer that no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section 5, will be given by the Company to
its transfer agent with respect to the Purchase Shares and the Warrant
Shares, and that the Commitment Shares, the Purchase Shares and the Warrant
Shares shall otherwise be freely transferable on the books and records of
the Company as and to the extent provided in this Agreement and the
Registration Rights Agreement subject to the provisions of Section 4(f) in
the case of the Commitment Shares.


6.      CONDITIONS TO THE COMPANY'S OBLIGATION TO COMMENCE
SALES OF SHARES OF COMMON STOCK.


The obligation of the Company hereunder to commence sales of the Purchase
Shares is subject to the satisfaction of each of the following conditions
on or before the Commencement Date, provided that these conditions are for
the Company's sole benefit and may be waived by the Company at any time in
its sole discretion by providing the Buyer with prior written notice thereof


(a)     The Buyer shall have executed each of the Transaction Documents to
which it is a party and delivered the same to the Company including the
Registration Rights Agreement substantially in the form of Exhibit C hereto
(the "Registration Rights Agreement").


(b)     Subject to the Company's compliance with Section 4(a), a registration
statement covering the sale of the Commitment Shares, the Warrant Shares
and at least 3,000,000 Purchase Shares shall have been declared effective
under the 1933 Act by the SEC and no stop order with respect to the
Registration Statement shall be pending or threatened by the SEC.


(c)     The representations and warranties of the Buyer shall be true and
correct in all material respects as of the date when made and as of the
Commencement Date as though made at that time (except for representations
and warranties that speak as of a specific date), and the Buyer shall have
performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Buyer at or prior to the
Commencement Date.


7.      CONDITIONS TO THE BUYER'S OBLIGATION TO COMMENCE
PURCHASES OF SHARES OF COMMON STOCK.


The obligation of the Buyer to commence purchases of Purchase Shares under
this Agreement is subject to the satisfaction, on or before the
Commencement Date, of each of the following conditions, provided that these
conditions are for the Buyer's sole benefit and may be waived by the Buyer
at any time in its sole discretion by providing the Company with prior
written notice thereof


(a)     The Company shall have executed each of the Transaction Documents and
delivered the same to the Buyer including the Registration Rights Agreement
substantially in the form of Exhibit C hereto.


        (b)     The Company shall have issued to the Buyer (A) 800,000 shares of
Common Stock (the "Commitment Shares") and (B) 645,000 common stock
purchase warrants, (the "Warrants") in a form of warrant agreement
acceptable to the Buyer (the Warrant Agreement").  The Warrants shall be
exercisable for a period of five (5) years from the Commencement Date,
granting the Buyer the right to purchase 645,000 shares of Common Stock
(the "Warrant Shares") at the following prices(1) 215,000 Warrant Shares
for $1.50, (2) 215,000 Warrant Shares for $2.00 per share and (3) 215,000
Warrant Shares for $2.50 per share.  The number of Commitment Shares and
Warrant Shares shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar
transaction occurring on or prior to the Commencement Date.  The Commitment
Shares and the Warrant Shares (so long as the a registration statement is
available for the resale of the Warrant Shares at the time of issuance of
the respective Warrant Shares) shall be issued to the Buyer without any
restrictive legend and shall be issued by the Company's transfer agent via
The DTC Fast Automated Securities Transfer Program, by crediting the
appropriate number of shares of Common Stock to which the Buyer shall be
entitled to the Buyer's or its designee's balance account with The DTC
through The DTC DWAC system.


(c)     The Common Stock shall be authorized for quotation on the Principal
Market, trading in the Common Stock shall not have been within the last 365
days suspended by the SEC or the Principal Market and the Purchase Shares
and the Commitment Shares shall be approved for listing upon the Principal
Market.


(d)     The Buyer shall have received the opinions of the Company's legal
counsel dated as of the Commencement Date in the form of Exhibit D attached
hereto.


(e)     The representations and warranties of the Company shall be true and
correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in
Section 3 above, in which case, such representations and warranties shall
be true and correct without further qualification) as of the date when made
and as of the Commencement Date as though made at that time (except for
representations and warranties that speak as of a specific date) and the
Company shall have performed, satisfied and complied with the covenants,
agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the
Commencement Date.  The Buyer shall have received a certificate, executed
by the CEO, President or CFO of the Company, dated as of the Commencement
Date, to the foregoing effect in the form attached hereto as Exhibit E.


(f)     The Board of Directors of the Company shall have adopted resolutions in
the form attached hereto as Exhibit F which shall be in full force and
effect without any amendment or supplement thereto as of the Commencement
Date.


(g)     As of the Commencement Date, the Company shall have reserved out of its
authorized and unissued Common Stock, solely for the purpose of effecting
purchases hereunder, at least 3,000,000 shares of Common Stock.


(h)     The Irrevocable Transfer Agent Instructions, in the form of Exhibit G
attached hereto, shall have been delivered to and acknowledged in writing
by the Company and the Company's transfer agent.


(i)     The Company shall have delivered to the Buyer a certificate evidencing
the incorporation and good standing of the Company in the State of Nevada
issued by the Secretary of State of the State of Louisiana as of a date
within ten (10) Trading Days of the Commencement Date.


(j)     The Company shall have delivered to the Buyer a certified copy of the
Certificate of Incorporation as certified by the Secretary of State of the
State of Nevada within ten (10) Trading Days of the Commencement Date.


(k)     The Company shall have delivered to the Buyer a secretary's certificate
executed by the Secretary of the Company, dated as of the Commencement
Date, in the form attached hereto as Exhibit H.


(l)     A registration statement covering the sale of all of the Commitment
Shares, the Warrant Shares and at least 3,000,000 Purchase Shares shall
have been declared effective under the 1933 Act by the SEC and no stop
order with respect to the registration statement shall be pending or
threatened by the SEC.  The Company shall have prepared and delivered to
the Buyer a final form of Prospectus to be used by the Buyer in connection
with any sales of any Commitment Shares or any Purchase Shares. The Company
shall have made all filings under all applicable federal and state
securities laws necessary to consummate the issuance of the Commitment
Shares and the Purchase Shares pursuant to this Agreement in compliance
with such laws.


(m)     No Event of Default has occurred, or any event which, after notice
and/or lapse of time, would become an Event of Default has occurred.


(n)     On or prior to the Commencement Date, the Company shall take all
necessary action, if any, and such actions as reasonably requested by the
Buyer, in order to render inapplicable any control share acquisition,
business combination, shareholder rights plan or poison pill (including any
distribution under a rights agreement) or other similar anti-takeover
provision under the Certificate of Incorporation or the laws of the state
of its incorporation which is or could become applicable to the Buyer as a
result of the transactions contemplated by this Agreement, including,
without limitation, the Company's issuance of the Securities and the
Buyer's ownership of the Securities.


8.      INDEMNIFICATION.


In consideration of the Buyer's execution and delivery of the Transaction
Documents and acquiring the Securities hereunder and in addition to all of
the Company's other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless the Buyer and
all of its affiliates, shareholders, officers, directors, employees and
direct or indirect investors and any of the foregoing person's agents or
other representatives (including, without limitation, those retained in
connection with the transactions contemplated by this Agreement)
(collectively, the "Indemnitees") from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees,
liabilities and damages, and expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys'
fees and disbursements (the "Indemnified Liabilities"), incurred by any
Indemnitee as a result of, or arising out of, or relating to (a) any
misrepresentation or breach of any representation or warranty made by the
Company in the Transaction Documents or any other certificate, instrument
or document contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Company contained in the Transaction
Documents or any other certificate, instrument or document contemplated
hereby or thereby, or (c) any cause of action, suit or claim brought or
made against such Indemnitee and arising out of or resulting from the
execution, delivery, performance or enforcement of the Transaction
Documents or any other certificate, instrument or  document contemplated
hereby or thereby.  To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make the
maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.


9.      EVENTS OF DEFAULT.


An "Event of Default" shall be deemed to have occurred at any time as any
of the following events occurs


(a)     while any registration statement is required to be maintained effective
pursuant to the terms of the Registration Rights Agreement, the
effectiveness of such registration statement lapses for any reason
(including, without limitation, the issuance of a stop order) or is
unavailable to the Buyer for sale of all of the Registrable Securities (as
defined in the Registration Rights Agreement) in accordance with the terms
of the Registration Rights Agreement, and such lapse or unavailability
continues for a period of ten (10) consecutive Trading Days or for more
than an aggregate of thirty (30) Trading Days in any 365-day period;


(b)     the suspension from trading or failure of the Common Stock to be listed
on the Principal Market for a period of ten (10) consecutive Trading Days
or for more than an aggregate of thirty (30) Trading Days in any 365-day
period;


(c)     the failure of the Company or the Common Stock to fully meet the
requirements for continued listing on the Principal Market for a period of
ten (10) consecutive Trading Days or for more than an aggregate of thirty
(30) Trading Days in any 365-day period;


(d)     the Company's or the Transfer Agent's notice, verbal or written,  to
the Buyer, including by way of public announcement, at any time, of its
intention not to comply with a proper request for purchase of  Purchase
Shares under this Agreement that is tendered in accordance with the
provisions of this Agreement, or the failure of the Company to deliver a
Company Confirmation of Purchase Notice to the Buyer and to the Transfer
Agent in accordance with the provisions of this Agreement within two (2)
Trading Days after the receipt by the Company of a Purchase Notice (subject
to extension in accordance with Section 1(e)(iii) for a good faith dispute
made in accordance with the terms of Section 1(e)(iii)); or the failure for
any reason by the Transfer Agent to issue Purchase Shares to the Buyer
within five (5) Trading Days after the applicable Purchase Date;


(e)     if at any time after the Commencement Date, the "Exchange Cap" is
reached (the "Exchange Cap" shall be deemed to be reached at such time if,
upon submission of a Purchase Notice under this Agreement, the issuance of
such shares of Common Stock would exceed that number of shares of Common
Stock which the Company may issue under this Agreement without breaching
the Company's obligations under the rules or regulations of the Principal
Market);


(f)     the Company breaches any representation, warranty, covenant or other
term or condition under any Transaction Document if such breach could have
a Material Adverse Effect and except, in the case of a breach of a covenant
which is reasonably curable, only if such breach continues for a period of
at least ten (10) Trading Days;


(g)     any payment default under any contract whatsoever or any acceleration
prior to maturity of any mortgage, indenture, contract or instrument under
which there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company or for money borrowed the
repayment of which is guaranteed by the Company, whether such indebtedness
or guarantee now exists or shall be created hereafter, which in any case,
is in excess of $1,000,000;


(h)     if any Person commences a proceeding against the Company pursuant to or
within the meaning of any Bankruptcy Law;


(i)     if the Company pursuant to or within the meaning of any Bankruptcy Law;
(A) commences a voluntary case, (B) consents to the entry of an order for
relief against it in an involuntary case, (C) consents to the appointment
of a Custodian of it or for all or substantially all of its property, (D)
makes a general assignment for the benefit of its creditors, (E) becomes
insolvent, or (F) is generally unable to pay its debts as the same become
due; or


(j)     a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that; (A) is for relief against the Company in an
involuntary case, (B) appoints a Custodian of the Company or for all or
substantially all of its property, or (C) orders the liquidation of the
Company or any Subsidiary.


In addition to any other rights and remedies under applicable law and this
Agreement, including the Buyer termination rights under Section 11(k)
hereof, so long as an Event of Default has occurred and is continuing, or
if any event which, after notice and/or lapse of time, would become an
Event of Default, has occurred and is continuing, the Buyer shall not be
obligated to purchase any shares of Common Stock under this Agreement.  If
pursuant to or within the meaning of any Bankruptcy Law, the Company
commences a voluntary case or any Person commences a proceeding against the
Company, a Custodian is appointed for the Company or for all or
substantially all of its property, or the Company makes a general
assignment for the benefit of its creditors, (any of which would be an
Event of Default as described in Sections 9(h), 9(i) and 9(j) hereof) this
Agreement shall automatically terminate without any liability or payment to
the Company without further action or notice by any Person.  No such
termination of this Agreement under Section 11(k)(i) shall affect the
Company's or the Buyer's obligations under this Agreement with respect to
pending purchases and the Company and the Buyer shall complete their
respective obligations with respect to any pending purchases under this
Agreement.


10.     CERTAIN DEFINED TERMS.


For purposes of this Agreement, the following terms shall have the
following meanings


(a)     "1933 Act" means the Securities Act of 1933, as amended.


(b)     "Available Amount" means initially Ten Million Dollars ($10,000,000) in
the aggregate which amount shall be reduced by the Purchase Amount as the
Buyer purchases shares of Common Stock pursuant to Section 1 hereof.


        (c)     "Bankruptcy Law" means Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.


(d)     [Intentionally Omitted]


(e)     "Closing Sale Price" means, for any security as of any date, the last
closing trade price for such security on the Principal Market as reported
by Bloomberg, or, if the Principal Market is not the principal securities
exchange or trading market for such security, the last closing trade price
of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by Bloomberg.


(f)     [Intentionally Omitted]


        (g)     "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.


(h)     "Fixed Purchase Price" means $20.00, appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction.


(i)     "Major Transaction" means any of the following(A) the consolidation,
merger or other business combination of the Company into another Person
(other than pursuant to a migratory merger effected solely for the purpose
of changing the jurisdiction of incorporation of the Company); (B) any
transaction by the Company, including the contract, license, sale or
acquisition by the Company of securities, services, assets or property,
which involves or which could reasonably be expected to involve a fair
value of $5,000,000 or more in a single transaction or series of related
transactions; (C) the issuance of debt or equity securities in a
transaction or a series of related transactions involving the receipt by
the Company of aggregate proceeds of $5,000,000 (including fees and
expenses paid with respect to the issuance thereof) or more with any entity
other than the Buyer or any of its affiliates; or (D) a purchase, tender or
exchange offer made by any person other than the Buyer or any of the
Buyer's affiliates to the holders of more than 50% of the outstanding
shares of Common Stock.


(j)     "Mandatory Purchase Rights" means the mandatory purchase rights of the
Company pursuant to Section 1(c).


(k)     "Maturity Date" means the date that is 750 calendar days (25 Monthly
Periods) from the Commencement Date, which such date may be extended by up
to an additional three months by the Company, in its sole discretion, by
written notice to the Buyer..


(l)     "Monthly Base Amount" means Four Hundred Thousand Dollars ($400,000)
per Monthly Period.


(m)     "Monthly Period" means each successive 30 calendar day period
commencing with the Commencement Date.


(n)     "Person" means an individual or entity including any limited liability
company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof.


(o)     "Principal Market" means The American Stock Exchange.


(p)     "Purchase Amount means the portion of the Available Amount submitted in
a Purchase Notice to be used to purchase Common Stock pursuant to Section 1
hereof.


(q)     "Purchase Date" means the actual date that the Buyer submits a Purchase
Notice to the Company to purchase Common Stock hereunder so long as the
Buyer shall transmit by facsimile (or otherwise deliver) to the Company on
or prior to 1159 p.m., Central Time on such date.


(r)     "Purchase Price" means, as of any Purchase Date or other date of
determination, the lower of the (A) Fixed Purchase Price and (B) the
Variable Purchase Price, each in effect as of such date.


(s)     "Purchase Rate" means the number of shares of Common Stock issuable
upon purchase of a Purchase Amount as determined in accordance with the
following formulaPurchase Amount divided by the Purchase Price.


(t)      "Sale Price" means, for any security as of any date, the trade price
for such security on the Principal Market as reported by Bloomberg, or, if
the Principal Market is not the principal securities exchange or trading
market for such security, the trade price of such security on the principal
securities exchange or trading market where such security is listed or
traded as reported by Bloomberg.


(u)     "SEC" means the United States Securities and Exchange Commission.


(v)      "Trading Day" means any day on which the Principal Market is open for
customary trading.


(w)     "Variable Purchase Price" means, as of any Purchase Date or other date
of determination, the lower of(A) the lowest Sale Price of the Common Stock
on the Purchase Date or such other date of determination or (B)the
arithmetic average of any three (3) Closing Sale Prices for the Common
Stock, selected by the Buyer, during the fifteen (15)  consecutive Trading
Days ending on the Trading Day immediately preceding such Purchase Date or
other date of determination (to be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction).


11.     MISCELLANEOUS.


(a)     Governing Law; Jurisdiction; Jury Trial.  The corporate laws of the
State of Nevada shall govern all issues concerning the relative rights of
the Company and its shareholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement
and the other Transaction Documents shall be governed by the internal laws
of the State of Illinois, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Illinois or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Illinois.  Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of Chicago, for the adjudication of any dispute
hereunder or under the other Transaction Documents or in connection
herewith or therewith, or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper.  Each party hereby irrevocably
waives personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof to such party
at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and
notice thereof.  Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law.  EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


(b)     Counterparts.  This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party
and delivered to the other party; provided that a facsimile signature shall
be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a
facsimile signature.


(c)     Headings.  The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.


(d)     Severability.  If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.


(e)     Entire Agreement; Amendments.  This Agreement supersedes all other
prior oral or written agreements between the Buyer, the Company, their
affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement, the other Transaction Documents and
the instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and, except
as specifically set forth herein or therein, neither the Company nor the
Buyer makes any representation, warranty, covenant or undertaking with
respect to such matters.  No provision of this Agreement may be amended
other than by an instrument in writing signed by the Company and the Buyer,
and no provision hereof may be waived other than by an instrument in
writing signed by the party against whom enforcement is sought.


(f)     Notices.  Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered(i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); or (iii) one Trading Day after
deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same.  The addresses
and facsimile numbers for such communications shall be


If to the Company
USURF America, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
Telephone       (225) 922-7744
Facsimile       (225) 922-9123
Attention       David Loflin


With a copy to
Newlan & Newlan
819 Office Park Circle
Lewisville, Texas 75057
Telephone       (972) 353-3880
Facsimile        (972) 353-8304
Attention        Eric Newlan


If to the Buyer
Fusion Capital Fund II, LLC
222 Merchandise Mart Plaza, Suite 9-112
Chicago, IL 60654
Telephone       312-644-6644
Facsimile       312-644-6244
Attention       Steven G. Martin


If to the Transfer Agent
Securities Transfer Corporation
2591 Dallas Parkway
Suite 102
Frisco, Texas 75034
Telephone       (469) 633-0101
Facsimile       (469) 633-0088
Attention       Kevin Halter, Jr.


or at such other address and/or facsimile number and/or to the attention of
such other person as the recipient party has specified by written notice
given to each other party three (3) Trading Days prior to the effectiveness
of such change.  Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the
time, date, and recipient facsimile number or (C) provided by a nationally
recognized overnight delivery service, shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii)
or (iii) above, respectively.


(g)     Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns.
The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Buyer, including by
merger or consolidation.  The Buyer may not assign its rights under this
Agreement without the consent of the Company, other than to an affiliate of
the Buyer controlled by Steven G. Martin or Joshua B. Scheinfeld.


(h)     No Third Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.


(i)     Publicity.  The Buyer shall have the right to approve before issuance
any press releases or any other public disclosure (including any filings
with the SEC) with respect to the transactions contemplated hereby;
provided, however, that the Company shall be entitled, without the prior
approval of any Buyer, to make any press release or other public disclosure
(including any filings with the SEC) with respect to such transactions as
is required by applicable law and regulations (although the Buyer shall be
consulted by the Company in connection with any such press release or other
public disclosure prior to its release and shall be provided with a copy
thereof).


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


(k)     Termination.  This Agreement may be terminated only as follows


(i)     By the Buyer any time an Event of Default exists without any liability
or payment to the Company.  However, if pursuant to or within the meaning
of any Bankruptcy Law, the Company commences a voluntary case or any Person
commences a proceeding against the Company, a Custodian is appointed for
the Company or for all or substantially all of its property, or the Company
makes a general assignment for the benefit of its creditors, (any of which
would be an Event of Default as described in Sections 9(h), 9(i) and 9(j)
hereof) this Agreement shall automatically terminate without any liability
or payment to the Company without further action or notice by any Person.
No such termination of this Agreement under this Section 11(k)(i) shall
affect the Company's or the Buyer's obligations under this Agreement with
respect to pending purchases and the Company and the Buyer shall complete
their respective obligations with respect to any pending purchases under
this Agreement.


(ii)    In the event that the Commencement shall not have occurred, the
Company shall have the option to terminate this Agreement for any reason or
for no reason without liability of any party to any other party.  If this
Agreement is terminated pursuant to this Section 11(k)(ii), the Company
shall issue to the Buyer the 800,000 Commitment Shares immediately prior to
the termination hereof.  The number of Commitment Shares shall be
appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction.


(iii)   In the event that the Commencement shall not have occurred on or
before December 31, 2000, due to the failure to satisfy the conditions set
forth in Sections 6 and 7 above with respect to the Commencement (and the
nonbreaching party's failure to waive such unsatisfied condition(s)), the
nonbreaching party shall have the option to terminate this Agreement at the
close of business on such date without liability of any party to any other
party.  If this Agreement is terminated pursuant to this Section 11(k)(iii)
prior to the Commencement other than solely as a result of any material
breach of the Buyer's obligation hereunder, the Company shall issue to the
Buyer the 800,000 Commitment Shares immediately upon the termination
hereof.  The number of Commitment Shares shall be appropriately adjusted
for any reorganization, recapitalization, non-cash dividend, stock split or
other similar transaction.


(iv)    If by the Maturity Date, for any reason or for no reason the full
Available Amount under this Agreement has not been purchased as provided
for in Section 1 of this Agreement, by the Buyer without any liability or
payment to the Company.


(v)      At any time after the Commencement Date, and so long as the Company
has provided appropriate notice as described below, if during any ten (10)
consecutive Trading Days the Closing Sale Price of the Common Stock is
below the Fixed Purchase Price for each of such ten (10) Trading Days, the
Company shall have three (3) Trading Days to give written notice (a
"Company Termination Notice") to the Buyer electing to terminate this
Agreement without any liability or payment to the Buyer (a "Company
Termination").  The Company Termination Notice shall not be effective until
three (3) Trading Days after it has been received by the Buyer.  Any
Purchase Notices submitted by the Buyer which have a Purchase Date on or
prior to the third (3rd) Trading Day after receipt by the Buyer of the
Company Termination Notice, must be honored by the Company as otherwise
provided herein.  The Company may not deliver a Company Termination Notice
or otherwise effect a Company Termination in anticipation of or in
connection with a Major Transaction until such Major Transaction (whether
or not consummated) has been publicly disclosed for a period of at least
sixty (60) Trading Days.   In the event that within sixty (60) Trading Days
of a Company Termination, the Company publicly discloses that a Major
Transaction has been consummated or may be consummated, the Buyer shall be
entitled to the following payment equal to the Purchase Rate (determined as
of the date of the Company Termination Notice assuming a Purchase Amount
equal to the remaining Available Amount) multiplied by the amount, if any
that (A) the arithmetic average of the Closing Sale Price for the Common
Stock for the ten (10) Trading Days following either(1) the public
disclosure of the Major Transaction or (2) the consummation of the Major
Transaction, as selected by the Buyer, exceeds (B) the Purchase Price
determined as of the date the Company Termination is effected.  Any
payments under the previous sentence shall be made either in the form of
cash or registered, freely tradable shares of Common Stock, eleven (11)
Trading Days following either(1) the public disclosure of the Major
Transaction or (2) the consummation of the Major Transaction, as selected
by the Buyer.  To the extent that such payment has not been paid by the
fifth (5th) Trading Date after its due date, the Buyer shall be entitled to
interest in an amount equal to one percent (1.0%) of the unpaid amount per
day, payable on demand.  If paid in shares of Common Stock, the "dollar
value" per share of Common Stock shall be the average of the Closing Sale
Prices of the Common Stock for the five (5) consecutive Trading Days prior
to the payment date.


(vi)    This Agreement shall automatically terminate on the date that the
Company sells and the Buyer purchases Ten Million Dollars ($10,000,000) of
Common Stock as provided herein, without any action or notice on the part
of any party.


Except as set forth in Sections 11(k)(i) and 11(k)(vi), any termination of
this Agreement pursuant to this Section 11(k) shall be effected by written
notice from the Company to the Buyer, or the Buyer to the Company, as the
case may be, setting forth the basis for the termination hereof.  The
representations and warranties of the Company and the Buyer contained in
Sections 2 and 3 hereof, the indemnification provisions set forth in
Section 8 hereof and the agreements and covenants set forth in Section 11,
shall survive the Commencement and any termination of this Agreement.  No
termination of this Agreement shall effect the Company's or the Buyer's
obligations under this Agreement with respect to pending purchases and the
Company and the Buyer shall complete their respective obligations with
respect to any pending purchases under this Agreement.


(l)     Financial Advisor, Placement Agent, Broker or Finder.  The Company
acknowledges to the Buyer that it has engaged Gruntal & Co., L.L.C. as its
financial advisor in connection with the transactions contemplated hereby.
The Company represents and warrants to the Buyer that it has not retained
any other financial advisor, placement agent, broker or finder in
connection with the transactions contemplated hereby.  The Buyer represents
and warrants to the Company that it has not engaged any financial advisor,
placement agent, broker or finder in connection with the transactions
contemplated hereby.  The Company shall be responsible for the payment of
any fees or commissions, if any, of any financial advisor, placement agent,
broker or finder relating to or arising out of the transactions
contemplated hereby.  The Company shall pay, and hold the Buyer harmless
against, any liability, loss or expense (including, without limitation,
attorneys' fees and out of pocket expenses) arising in connection with any
such claim.


(m)     No Strict Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party.


(n)     Remedies, Other Obligations, Breaches and Injunctive Relief.  The
Buyer's remedies provided in this Agreement shall be cumulative and in
addition to all other remedies available to the Buyer under this Agreement,
at law or in equity (including a decree of specific performance and/or
other injunctive relief), no remedy of the Buyer contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such
remedy and nothing herein shall limit the Buyer's right to pursue actual
damages for any failure by the Company to comply with the terms of this
Agreement.  The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Buyer and that the remedy at
law for any such breach may be inadequate.  The Company therefore agrees
that, in the event of any such breach or threatened breach, the Buyer shall
be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.


        (o)     Changes to the Terms of this Agreement.  This Agreement and any
provision hereof may only be amended by an instrument in writing signed by
the Company and the Buyer.  The term "Agreement" and all reference thereto,
as used throughout this instrument, shall mean this instrument as
originally executed, or if later amended or supplemented, then as so
amended or supplemented.


        (p)     Enforcement Costs.  If(i) this Agreement is placed by the Buyer
in the hands of an attorney for enforcement or is enforced by the Buyer through
any legal proceeding; or (ii) an attorney is retained to represent the
Buyer in any bankruptcy, reorganization, receivership or other proceedings
affecting creditors' rights and involving a claim under this Agreement; or
(iii) an attorney is retained to represent the Buyer in any other
proceedings whatsoever in connection with this Agreement, then the Company
shall pay to the Buyer, as incurred by the Buyer, all reasonable costs and
expenses including attorneys' fees incurred in connection therewith, in
addition to all other amounts due hereunder.


        (q)     Failure or Indulgence Not Waiver.  No failure or delay in the
exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right
or privilege preclude other or further exercise thereof or of any other
right, power or privilege.


*     *     *     *     *


IN WITNESS WHEREOF, the Buyer and the Company have caused this Common Stock
Purchase Agreement to be duly executed as of the date first written above.




THE COMPANY


USURF AMERICA, INC.


By /s/ David M. Loflin
Name  David M. Loflin
Title President


BUYER


FUSION CAPITAL FUND II, LLC
  BY: FUSION CAPITAL PARTNERS II, LLC
  BY: SGM HOLDINGS CORP.


By /s/ Steven G. Martin
Name Steven G. Martin
Title President




        SCHEDULES


Schedule 3(a)   Subsidiaries
Schedule 3(c)   Capitalization
Schedule 3(e)   Conflicts
Schedule 3(f)   1934 Act Filings
Schedule 3(g)   Material Changes
Schedule 3(h)   Litigation
Schedule 3(m)   Intellectual Property
Schedule 3(o)   Liens
Schedule 3(s)   Certain Transactions



        EXHIBITS


Exhibit A       Form of Purchase Notice
Exhibit B       Form of Company Confirmation of Purchase Notice
Exhibit C       Form of Registration Rights Agreement
Exhibit D       Form of Company Counsel Opinion
Exhibit E       Form of Officer's Certificate
Exhibit F       Form of Resolutions of Board of Directors of the Company
Exhibit G       Form of Irrevocable Transfer Agent Instructions
Exhibit H       Form of Secretary's Certificate
DISCLOSURE SCHEDULES



Schedule 3(a)  Subsidiaries



Schedule 3(c) - Capitalization
(i.)
(ii.)
(iii.)
(iv.)
(v.)
(vi.)
(vii.)
Schedule 3(e) - No Conflicts



Schedule 3(f) - 1934 Act Filings



Schedule 3(g) - Absence of Certain Changes



Schedule 3(h) - Litigation



Schedule 3(m) - Intellectual Property Rights



Schedule 3(o) - Title



Schedule 3(s) - Transactions with Affiliates







EXHIBIT A


FORM OF PURCHASE NOTICE


        Reference is made to the Common Stock Purchase Agreement (the "Common
Stock Purchase Agreement") between USURF AMERICA, INC. (the "Company") and
FUSION CAPITAL FUND II, LLC dated __________.  In accordance with and
pursuant to the Common Stock Purchase Agreement, the undersigned hereby
elects to purchase shares of common stock, par value $.0001 per share (the
"Common Stock"), of the Company for the Available Amount indicated below of
as of the date specified below.


Purchase Date
Monthly Period Dates
Initial Available Amount                        $10,000,000.00
Monthly Base Amount                             $400,000.00


Remaining Available Amount
prior to this purchase                          $


Remaining Monthly Base Amount
prior to this purchase                          $


Available Amount to be purchased                $


Remaining Available Amount
after this purchase                             $


Remaining Monthly Base Amount
after this purchase                             $


Please confirm the following information


Purchase Price per share                        $
    Fixed Purchase Price of $20.00
    Low Sale Price on Date Hereof
    Average of 3/15 Closing Sale Prices for _______($___),     _______($___)
and _______($___).


Number of shares of Common Stock to be issued


Please issue the shares of Common Stock in the following name and to the
following address


Issue to




Authorized Signature
Name
Title
Phone #


Broker DTC Participant Code             ________________
Account Number*                                 ________________


        * Note that receiving broker must initiate transaction on DWAC System.



EXHIBIT B


FORM OF COMPANY CONFIRMATION OF PURCHASE NOTICE


        Reference is made to the Common Stock Purchase Agreement (the "Common
Stock Purchase Agreement") between USURF AMERICA, INC. (the "Company") and
FUSION CAPITAL FUND II, LLC dated ________.  In accordance with and
pursuant to the Common Stock Purchase Agreement, the undersigned hereby
confirms and authorizes the issuance of shares of common stock, par value
$.0001 per share (the "Common Stock") of the Company, in connection with
the Purchase Notice (as defined in the Common Stock Purchase Agreement)
attached hereto.  Specifically, the Company hereby confirms the following
information



Purchase Date
Monthly Period Dates
Initial Available Amount                        $10,000,000.00
Monthly Base Amount                             $400,000.00


Remaining Available Amount
prior to this purchase                          $


Remaining Monthly Base Amount
prior to this purchase                          $


Available Amount to be purchased                $


Remaining Available Amount
after this purchase                             $


Remaining Monthly Base Amount
after this purchase                             $


Purchase Price per share                        $


Number of shares of Common
Stock to be issued


The shares of Common Stock shall be issued in the name and to the address
as set forth in the applicable Purchase Notice.



Authorized Signature
Name
Title
Phone #
Fax #




EXHIBIT C


        FORM OF REGISTRATION RIGHTS AGREEMENT



[Sent separately]








EXHIBIT D


FORM OF COMPANY COUNSEL OPINION


        Capitalized terms used herein but not defined herein, have the meaning
set forth in the Common Stock Purchase Agreement.  Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, we are of
the opinion that


1.      The Company is a corporation existing and in good standing under the
laws of the State of Nevada.  The Company is qualified to do business as a
foreign corporation and is in good standing in the States of Louisiana.
2.      The Company has the corporate power to execute and deliver, and perform
its obligations under, each Transaction Document to which it is a party.
The Company has the corporate power to conduct its business as, to the best
of our knowledge, it is now conducted, and to own and use the properties
owned and used by it.
3.      The execution, delivery and performance by the Company of the
Transaction Documents to which it is a party have been duly authorized by
all necessary corporate action on the part of the Company.  The execution
and delivery of the Transaction Documents by the Company, the performance
of the obligations of the Company thereunder and the consummation by it of
the transactions contemplated therein have been duly authorized and
approved by the Company's Board of Directors and no further consent,
approval or authorization of the Company, its Board of Directors or its
stockholders is required.  The Transaction Documents to which the Company
is a party have been duly executed and delivered by the Company and are the
valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms except as such enforceability may be
limited by general principals of equity or applicable bankruptcy,
insolvency, liquidation or similar laws relating to, or affecting
creditor's rights and remedies.
4.      The execution, delivery and performance by the Company of the
Transaction Documents, the consummation by the Company of the transactions
contemplated thereby including the offering, sale and issuance of the
Commitment Shares, the Warrants and the Purchase Shares in accordance with
the terms and conditions of the Common Stock Purchase Agreement, and
fulfillment and compliance with terms of the Transaction Documents, does
not and shall not(i)conflict with, constitute a breach of or default (or an
event which, with the giving of notice or lapse of time or both,
constitutes or could constitute a breach or a default), under (a) the
Certificate of Incorporation or the Bylaws of the Company, (b) any material
agreement, note, lease, mortgage, deed or other material instrument to
which to our knowledge the Company is a party or by which the Company or
any of its assets are bound, (ii)result in any violation of any statute,
law, rule or regulation applicable to the Company, or (iii) to our
knowledge, violate any order, writ, injunction or decree applicable to the
Company or any of its subsidiaries.
5.      The issuance of the Purchase Shares and Warrant Shares pursuant to the
terms and conditions of the Transaction Documents has been duly authorized.
3,000,000 shares of Common Stock have been properly reserved for issuance
under the Common Stock Purchase Agreement.  645,000 shares of Common Stock
have been properly reserved for issuance under the Warrant Agreement.  When
issued and paid for in accordance with the Common Stock Purchase Agreement,
the Purchase Shares shall be validly issued, fully paid and non-assessable,
to our knowledge, free of all taxes, liens, charges, restrictions, rights
of first refusal and preemptive rights. When issued and paid for in
accordance with the Warrant Agreement, the Warrant Shares shall be validly
issued, fully paid and non-assessable, to our knowledge, free of all taxes,
liens, charges, restrictions, rights of first refusal and preemptive
rights. To our knowledge, the execution and delivery of the Registration
Rights Agreement do not, and the performance by the Company of its
obligations thereunder shall not, give rise to any rights of any other
person for the registration under the Securities Act of any shares of
Common Stock or other securities of the Company which have not been waived.
6.      As of the date hereof, the authorized capital stock of the Company
consists of (i) ___________ shares of common stock, par value $_____ per
share, of which to our knowledge ___________ shares are issued and
outstanding, and (ii) ________ shares of preferred stock, par value $_____
per share of which to our knowledge ________ shares are issued and
outstanding.  Except as set forth on Schedule 3(c) of the Common Stock
Purchase Agreement, to our knowledge, there are no outstanding shares of
capital stock or other securities convertible into or exchangeable or
exercisable for shares of the capital stock of the Company.
7.      Assuming the accuracy of the representations and your compliance with
the covenants made by you in the Transaction Documents, the offering, sale
and issuance of the Commitment Shares and the Warrants to you pursuant to
the Transaction Documents is exempt from registration under the 1933 Act
and the securities laws and regulations of the States of Nevada  and
Louisiana.
8.      Other then which has been obtained and completed prior to the date
hereof, no authorization, approval, consent, filing or other order of any
federal or state governmental body, regulatory agency, or stock exchange or
market, or any court, or, to our knowledge, any third party is required to
be obtained by the Company to enter into and perform its obligations under
the Transaction Documents or for the Company to issue and sell the Purchase
Shares and Warrant Shares as contemplated by the Transaction Documents.
                9.  The Common Stock is registered pursuant to Section 12(g) of
the Exchange Act.  To our knowledge, since January 1, 1999, the Company has
been in compliance with the reporting requirements of the Exchange Act
applicable to it.  To our knowledge, since January 1, 1999, the Company has
not received any written notice from the Principal Market stating that the
Company has not been in compliance with any of the rules and regulations
(including the requirements for continued listing) of the Principal Market.
We further advise you that to our knowledge, except as disclosed on
Schedule 3(h) in the Common Stock Purchase Agreement, there is no action,
suit, proceeding, inquiry or investigation before or by any court, public
board or body, any governmental agency, any stock exchange or market, or
self-regulatory organization, which has been threatened in writing or which
is currently pending against the Company, any of its subsidiaries, any
officers or directors of the Company or any of its subsidiaries or any of
the properties of the Company or any of its subsidiaries.



        In addition, we have participated in the preparation of the SEC
Documents and the Registration Statement (SEC File #________) covering the sale
of the Purchase Shares, the Commitment Shares and the Warrant Shares including
the prospectus dated ____________, contained therein and in conferences
with officers and other representatives of the Company (including the
Company's independent auditors) during which the contents of the SEC
Documents, the Registration Statement and related matters were discussed
and reviewed and, although we are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the SEC Documents or the Registration Statement, on the basis
of the information that was developed in the course of the performance of
the services referred to above, considered in the light of our
understanding of the applicable law, nothing came to our attention that
caused us to believe that the SEC Documents or the Registration Statement
(other than the financial statements and schedules and the other financial
and statistical data included therein, as to which we express no belief),
as of their dates, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


EXHIBIT E


FORM OF OFFICER'S CERTIFICATE


This Officer's Certificate ("Certificate") is being delivered pursuant to
Section 7(e) of that certain Common Stock Purchase Agreement dated as of
_________, 2000 ("Common Stock Purchase Agreement"), by and between USURF
AMERICA, INC., a Nevada corporation (the "Company"), and FUSION CAPITAL
FUND II, LLC (the "Buyer").  Terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Common Stock Purchase
Agreement.


The undersigned, ___________, ______________ of the Company, hereby
certifies as follows


1.      I am the _____________ of the Company and make the statements contained
in this Certificate;


2.      The representations and warranties of the Company contained in the
Common Stock Purchase Agreement are true and correct as of the date hereof;


3.      The Company has performed, satisfied and complied in all material
respects with covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the
Company at or prior to the Commencement Date.


IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of
___________.


      ______________________
        Name
        Title


The undersigned as Secretary of USURF America, Inc., a Nevada corporation,
hereby certifies that ___________ is the duly elected, appointed, qualified
and acting ________ of _________ and that the signature appearing above is
his genuine signature.


___________________________________
Secretary
EXHIBIT F


        FORM OF COMPANY RESOLUTIONS


        WHEREAS, there has been presented to the Board of Directors of USURF
America, Inc., (the "Corporation") a draft of a Common Stock Purchase
Agreement (the "Purchase Agreement") by and among the Corporation and
Fusion Capital Fund II, LLC ("Fusion"), providing for the purchase by
Fusion of up to Ten Million Dollars ($10,000,000) of the Corporation's
common stock, par value $___ (the "Common Stock"); and


        WHEREAS, after careful consideration of the Purchase Agreement, the
documents incident thereto and other factors deemed relevant by the Board
of Directors, the Board of Directors has determined that it is advisable
and in the best interests of the Corporation to engage in to transactions
contemplated by the Purchase Agreement.


Transaction Documents
RESOLVED, that the transactions described in the Purchase Agreement are
hereby approved and ____________________________________________ (the
"Authorized Officers") are severally authorized to execute and deliver the
Purchase Agreement, and any other agreements or documents contemplated
thereby (including, without limitation, a warrant agreement for the
purchase of 645,000  shares of the Company's Common Stock (the "Warrant
Agreement"), a registration rights agreement (the "Registration Rights
Agreement") providing for the sale of the shares of the Company's Common
Stock issuable in respect of the Purchase Agreement) on behalf of the
Corporation, with such amendments, changes, additions and deletions as the
Authorized Officers may deem to be appropriate and approve on behalf of,
the Corporation, such approval to be conclusively evidenced by the
signature of an Authorized Officer thereon; and
FURTHER RESOLVED, that the terms and provisions of the Warrant Agreement by
and among the Corporation and Fusion are hereby approved and the Authorized
Officers are authorized to execute and deliver the Warrant Agreement
(pursuant to the terms of the Purchase Agreement), with such amendments,
changes, additions and deletions as the Authorized Officer may deem
appropriate and approve on behalf of, an Corporation, such approval to be
conclusively evidenced by the signature of an Authorized Officer thereon; and
FURTHER RESOLVED, that the terms and provisions of the Registration Rights
Agreement by and among the Corporation and Fusion are hereby approved and
the Authorized Officers are authorized to execute and deliver the
Registration Rights Agreement (pursuant to the terms of the Purchase
Agreement), with such amendments, changes, additions and deletions as the
Authorized Officer may deem appropriate and approve on behalf of, an
Corporation, such approval to be conclusively evidenced by the signature of
an Authorized Officer thereon; and
FURTHER RESOLVED, that the terms and provisions of the Form of Transfer
Agent Instructions (the "Instructions") are hereby approved and the
Authorized Officers are authorized to execute and deliver the Instructions
(pursuant to the terms of the Purchase Agreement), with such amendments,
changes, additions and deletions as the Authorized Officers may deem
appropriate and approve on behalf of, the Corporation, such approval to be
conclusively evidenced by the signature of an Authorized Officer thereon; and
Execution of Purchase Agreement
FURTHER RESOLVED, that the Corporation be and it hereby is authorized to
execute the Purchase Agreement providing for the purchase of common stock
of the Corporation having an aggregate value of up to $10,000,000; and
Issuance of Common Stock
FURTHER RESOLVED, that the Corporation is hereby authorized to issue the
Commitment Shares (as defined in the Purchase Agreement) and that, upon
issuance of the Commitment Shares pursuant to the Purchase Agreement, the
Commitment Shares shall be duly authorized, validly issued, fully paid and
nonassessable with no personal liability attaching to the ownership
thereof; and
FURTHER RESOLVED, that the Corporation is hereby authorized to issue
645,000 Warrant Shares (as defined in the Purchase Agreement) and that,
upon issuance of the Warrant Shares pursuant to the Warrant Agreement, the
Warrant Shares shall be duly authorized, validly issued, fully paid and
nonassessable with no personal liability attaching to the ownership
thereof; and
FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares
of Common Stock upon the purchase of shares of Common Stock up to the
available amount under the Purchase Agreement (the "Purchase Shares") in
accordance with the terms of the Purchase Agreement and that, upon issuance
of the Purchase Shares pursuant to the Purchase Agreement, the Purchase
Shares will be duly authorized, validly issued, fully paid and
nonassessable with no personal liability attaching to the ownership
thereof; and
FURTHER RESOLVED, that the Corporation shall initially reserve 3,000,000
shares of Common Stock for issuance as Purchase Shares under the Purchase
Agreement.
FURTHER RESOLVED, that the Corporation shall initially reserve 645,000
shares of Common Stock for issuance as Warrant Shares under the Warrant
Agreement.
Registration Statement
The management of the Corporation has prepared an initial draft of a
Registration Statement on Form ___  (the "Registration Statement") in order
to register the sale of the Purchase Shares, the Commitment Shares and the
warrant Shares (collectively, the "Shares"); and
The Board of Directors has determined to approve the Registration Statement
and to authorize the appropriate officers of the Corporation to take all
such actions as they may deem appropriate to effect the offering; and
NOW, THEREFORE, BE IT RESOLVED, that the officers and directors of the
Corporation be, and each of them hereby is, authorized and directed, with
the assistance of counsel and accountants for the Corporation, to prepare,
execute and file with the Securities and Exchange Commission (the
"Commission") the Registration Statement, which Registration Statement
shall be filed substantially in the form presented to the Board of
Directors, with such changes therein as the Chief Executive Officer of the
Corporation or any Vice President of the Corporation shall deem desirable
and in the best interest of the Corporation and its shareholders (such
officer's execution thereof including such changes shall be deemed to
evidence conclusively such determination); and
FURTHER RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized and directed, with the assistance of counsel and
accountants for the Corporation, to prepare, execute and file with the
Commission all amendments, including post-effective amendments, and
supplements to the Registration Statement, and all certificates, exhibits,
schedules, documents and other instruments relating to the Registration
Statement, as such officers shall deem necessary or appropriate (such
officer's execution and filing thereof shall be deemed to evidence
conclusively such determination); and
FURTHER RESOLVED, that the execution of the Registration Statement and of
any amendments and supplements thereto by the officers and directors of the
Corporation be, and the same hereby is, specifically authorized either
personally or by the Authorized Officers as such officer's or director's
true and lawful attorneys-in-fact and agents; and
FURTHER RESOLVED, that the Authorized Officers are hereby is designated as
"Agent for Service" of the Corporation in connection with the Registration
Statement and the filing thereof with the Commission, and the Authorized
Officers hereby are, authorized to receive communications and notices from
the Commission with respect to the Registration Statement; and
FURTHER RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized and directed to pay all fees, costs and expenses that
may be incurred by the Corporation in connection with the Registration
Statement; and
FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that the Shares be qualified or registered for sale in various
states; that the officers of the Corporation be, and each of them hereby
is, authorized to determine the states in which appropriate action shall be
taken to qualify or register for sale all or such part of the Shares as
they may deem advisable; that said officers be, and each of them hereby is,
authorized to perform on behalf of the Corporation any and all such acts as
they may deem necessary or advisable in order to comply with the applicable
laws of any such states, and in connection therewith to execute and file
all requisite papers and documents, including, but not limited to,
applications, reports, surety bonds, irrevocable consents, appointments of
attorneys for service of process and resolutions; and the execution by such
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Corporation and the approval and ratification
by the Corporation of the papers and documents so executed and the actions
so taken; and
FURTHER RESOLVED, that if, in any state where the securities to be
registered or qualified for sale to the public, or where the Corporation is
to be registered in connection with the public offering of the Shares, a
prescribed form of resolution or resolutions is required to be adopted by
the Board of Directors, each such resolution shall be deemed to have been
and hereby is adopted, and the Secretary is hereby authorized to certify
the adoption of all such resolutions as though such resolutions were now
presented to and adopted by the Board of Directors; and
        FURTHER RESOLVED, that the officers of the Corporation with the
assistance of counsel be, and each of them hereby is, authorized and
directed to take all necessary steps and do all other things necessary and
appropriate to effect the listing of the Shares on the American Stock
Exchange.
Approval of Actions
RESOLVED, that, without limiting the foregoing, the Authorized Officers
are, and each of them hereby is, authorized and directed to proceed on
behalf of the Corporation and to take all such steps as deemed necessary or
appropriate, with the advice and assistance of counsel, to cause the
Corporation to consummate the agreements referred to herein and to perform
its obligations under such agreements; and
        RESOLVED, that the Authorized Officers be, and each of them hereby is,
authorized, empowered and directed on behalf of and in the name of the
Corporation, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further
agreements, amendments, documents, certificates, reports, schedules,
applications, notices, letters and undertakings and to incur and pay all
such fees and expenses as in their judgment shall be necessary, proper or
desirable to carry into effect the purpose and intent of any and all of the
foregoing resolutions, and that all actions heretofore taken by any officer
or director of the Corporation in connection with the transactions
contemplated by the agreements described herein are hereby approved,
ratified and confirmed in all respects.




       EXHIBIT G


FORM OF TRANSFER AGENT INSTRUCTIONS


        [Commencement Date]


[TRANSFER AGENT]
[Address]


Attn __________________


Ladies and Gentlemen


Reference is made to that certain Common Stock Purchase Agreement (the
"Common Stock Purchase Agreement"), dated as of ____________, 2000, by and
between USURF AMERCIA, INC., a Nevada corporation (the "Company"), and
FUSION CAPITAL FUND II, LLC (together with its assigns, the "Buyer"),
pursuant to which the Company may sell to the Buyer up to Ten Million
Dollars ($10,000,000) of the Company's common stock, par value $___ per
share (the "Common Stock").  The shares of Common Stock to be purchased
thereunder are referred to herein as, the "Purchase Shares."  In addition,
the Company has issued to the Buyer 645,000 common stock purchase warrants
(the "Warrants") granting the Buyer the right to purchase from the Company
645,000 shares of Common Stock (the "Warrant Shares").  This letter shall
serve as our irrevocable authorization and direction to you (provided that
you are the transfer agent of the Company at such time) to issue the
Purchase Shares to the Buyer from time to time upon surrender to you of a
properly completed and duly executed Purchase Notice, in the form attached
hereto as Exhibit I, and a Company Confirmation of Purchase Notice, in the
form attached hereto as Exhibit II.  This letter shall also serve as our
irrevocable authorization and direction to you (provided that you are the
transfer agent of the Company at such time) to issue the Warrant Shares to
the Buyer from time to time upon surrender to you of a properly completed
and duly executed Warrant Exercise Notice, in the form attached hereto as
Exhibit IV, and a Company Confirmation of Warrant Exercise Notice, in the
form attached hereto as Exhibit V.


Specifically in regard to the issuance of Purchase Shares, upon receipt by
the Company of a copy of a Purchase Notice, the Company shall as soon as
practicable, but in no event later than one (1) Trading Day (as defined
below) after receipt of such Purchase Notice, send, via facsimile, a
Company Confirmation of Purchase Notice to the Buyer and to you, which
confirmation shall constitute an irrevocable instruction to  you to process
such Purchase Notice in accordance with the terms of these instructions and
the Company Confirmation of Purchase Notice.  Upon your receipt of a copy
of the executed Purchase Notice and a copy of the applicable Company
Confirmation of Purchase Notice, you shall use your best efforts to, within
one (1) Trading Day following the date of receipt of the Company
Confirmation of Purchase Notice, (A) issue and surrender to a common
carrier for overnight delivery to the address as specified in the Purchase
Notice, a certificate, registered in the name of the Buyer or its designee,
for the number of shares of Common Stock to which the Buyer shall be
entitled as set forth in the Company Confirmation of Purchase Notice or (B)
provided that (1) a registration statement is available for the sale of the
Purchase Shares at the time of issuance of the respective Purchase Shares
and (2) you are participating in The Depository Trust Company ("DTC") Fast
Automated Securities Transfer Program, upon the request of the Buyer,
credit such aggregate number of shares of Common Stock to which the Buyer
shall be entitled to the Buyer's or its designee's balance account with DTC
through its Deposit Withdrawal At Custodian ("DWAC") system provided the
Buyer causes its bank or broker to initiate the DWAC transaction.
("Trading Day" shall mean any day on which the American Stock Exchange is
open for customary trading.)


Specifically in regard to Warrant Shares, upon receipt by the Company of a
copy of a Warrant Exercise Notice, the Company shall as soon as
practicable, but in no event later than one (1) Trading Day after receipt
of such Warrant Exercise Notice, send, via facsimile, a Company
Confirmation of Warrant Exercise Notice to the Buyer and to you, which
confirmation shall constitute an irrevocable instruction to  you to process
such Warrant Exercise Notice in accordance with the terms of these
instructions and the Company Confirmation of Warrant Exercise Notice.  Upon
your receipt of a copy of the executed Warrant Exercise Notice and a copy
of the applicable Company Confirmation of Warrant Exercise Notice, you
shall use your best efforts to, within one (1) Trading Day following the
date of receipt of the Company Confirmation of Warrant Exercise Notice, (A)
issue and surrender to a common carrier for overnight delivery to the
address as specified in the Purchase Notice, a certificate, registered in
the name of the Buyer or its designee, for the number of shares of Common
Stock to which the Buyer shall be entitled as set forth in the Company
Confirmation of Purchase Notice or (B) provided that (1) a registration
statement is available for the sale of the Warrant Shares at the time of
issuance of the respective Warrant Shares and (2) you are participating in
The DTC Fast Automated Securities Transfer Program, upon the request of the
Buyer, credit such aggregate number of shares of Common Stock to which the
Buyer shall be entitled to the Buyer's or its designee's balance account
with DTC through its DWAC system provided the Buyer causes its bank or
broker to initiate the DWAC transaction.


The Company hereby confirms to you and the Buyer that certificates
representing the Purchase Shares or the Warrant Shares shall not bear any
legend restricting transfer of the Purchase Shares thereby and should not
be subject to any stop-transfer restrictions and shall otherwise be freely
transferable on the books and records of the Company provided that the
Company counsel delivers the Notice of Effectiveness set forth in Exhibit
III attached hereto, and that if the Purchase Shares or Warrant Shares are
not registered for sale under the Securities Act of 1933, as amended, then
the certificates for the Purchase Shares or Warrant Shares shall bear the
following legend


"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION
OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."


The Company hereby confirms to you and the Buyer that no instructions other
than as contemplated herein will be given to you by the Company with
respect to the Purchase Shares or Warrant Shares.


Please be advised that the Buyer is relying upon this letter as an
inducement to purchase shares of Common Stock under the Common Stock
Purchase Agreement and, accordingly, the Buyer is a third party beneficiary
to these instructions.


Should you have any questions concerning this matter, please contact me at
(___) ___-____.


                                                Very truly yours,

                                                USURF AMERCIA, INC.


                                                By__________________________
                                                Name    _______________________
                                                Its     _______________________




ACKNOWLEDGED AND AGREED
[TRANSFER AGENT]
By
Name
Title
Date



cc      FUSION CAPITAL FUND II, LLC


       EXHIBIT I
        TO TRANSFER AGENT INSTRUCTIONS


        FORM OF PURCHASE NOTICE



See attached.





[Attach Exhibit A to Common Stock Purchase Agreement.]




       EXHIBIT II
        TO TRANSFER AGENT INSTRUCTIONS


        FORM OF COMPANY CONFIRMATION OF PURCHASE NOTICE



See attached.





[Attach Exhibit B to Common Stock Purchase Agreement.]




       EXHIBIT III
        TO TRANSFER AGENT INSTRUCTIONS


        FORM OF NOTICE OF EFFECTIVENESS
        OF REGISTRATION STATEMENT






[Date]



[TRANSFER AGENT]
[Address]




Attn __________________


Ladies and Gentlemen


We are counsel to USURF AMERICA, INC., a Nevada corporation (the
"Company"), and have represented the Company in connection with that
certain Common Stock Purchase Agreement (the "Common Stock Purchase
Agreement") entered into by and among the Company and FUSION CAPITAL FUND
II, LLC (the "Buyer") pursuant to which (i) the Company may sell to the
Buyer  up to ___________ Dollars ($___________) of the Company's common
stock, par value $____ per share (the "Common Stock" and the shares of
Common Stock to be purchased thereunder are referred to herein as, the
"Purchase Shares"), and (ii) the Company has agreed to issue to the Buyer
_______ shares of Common Stock (the "Commitment Shares").  Pursuant to the
Common Stock Purchase Agreement, the Company also has entered into a
Warrant Agreement with the Buyer (the "Warrant Agreement") pursuant to
which the Company has issued to the Buyer 645,000 common stock purchase
warrants (the "Warrants") granting the Buyer the right to purchase from the
Company 645,000 shares of Common Stock (the "Warrant Shares").  Pursuant to
the Common Stock Purchase Agreement, the Company also has entered into a
Registration Rights Agreement with the Buyer (the "Registration Rights
Agreement") pursuant to which the Company agreed, among other things, to
register the Purchase Shares, the Commitment Shares and the Warrant Shares
under the Securities Act of 1933, as amended (the "1933 Act").  In
connection with the Company's obligations under the Common Stock Purchase
Agreement and the Registration Rights Agreement, on _____________, the
Company filed a Registration Statement (File No. 333-_____________) (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") relating to the sale of the Purchase Shares and the Commitment Shares.


In connection with the foregoing, we advise you that a member of the SEC's
staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER
TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no
knowledge, after telephonic inquiry of a member of the SEC's staff, that
any stop order suspending its effectiveness has been issued or that any
proceedings for that purpose are pending before, or threatened by, the SEC
and the Purchase Shares, the Commitment Shares and the Warrant Shares are
available for sale under the 1933 Act pursuant to the Registration Statement.


The Buyer has confirmed  it shall comply with all securities laws and
regulations applicable to it including applicable prospectus delivery
requirements upon sale of the Commitment Shares, the Warrant Shares or the
Purchase Shares.



Very truly yours,
                [Company Counsel]



                By____________________





cc      FUSION CAPITAL FUND II, LLC
        EXHIBIT IV
        TO TRANSFER AGENT INSTRUCTIONS


        FORM OF WARRANT EXERCISE NOTICE



See attached.





[Attach Exhibit 1 to Warrant Agreement.]




        EXHIBIT V
        TO TRANSFER AGENT INSTRUCTIONS


        FORM OF COMPANY CONFIRMATION WARRANT EXERCISE NOTICE



See attached.





[Attach Exhibit 2 to Warrant Agreement.]




       EXHIBIT H


        FORM OF SECRETARY'S CERTIFICATE


        This Secretary's Certificate ("Certificate") is being delivered pursuant
to Section 7(k) of that certain Common Stock Purchase Agreement dated as of
__________, 2000 ("Common Stock Purchase Agreement"), by and between USURF
AMERICA, INC., a Nevada corporation (the "Company") and FUSION CAPITAL FUND
II, LLC (the "Buyer"), pursuant to which the Company may sell to the Buyer
up to Ten Million Dollars ($10,000,000) of the Company's Common Stock, par
value $.0001 per share (the "Common Stock").  Terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Common
Stock Purchase Agreement.


The undersigned, ____________, Secretary of the Company, hereby certifies
as follows


1.      I am the Secretary of the Company and make the statements contained in
this Secretary's Certificate.


2.      Attached hereto as Exhibit A and Exhibit B are true, correct and
complete copies of the Company's bylaws ("Bylaws") and Certificate of
Incorporation ("Articles"), in each case, as amended through the date
hereof, and no action has been taken by the Company, its directors,
officers or shareholders, in contemplation of the filing of any further
amendment relating to or affecting the Bylaws or Articles.


3.      Attached hereto as Exhibit C are true, correct and complete copies of
the resolutions duly adopted by the Board of Directors of the Company on
_____________, at which a quorum was present and acting throughout.  Such
resolutions have not been amended, modified or rescinded and remain in full
force and effect and such resolutions are the only resolutions adopted by
the Company's Board of Directors, or any committee thereof, or the
shareholders of the Company relating to or affecting (i) the entering into
and performance of the Common Stock Purchase Agreement, or the issuance,
offering and sale of the Purchase Shares and the Commitment Shares and (ii)
and the performance of the Company of its obligation under the Transaction
Documents as contemplated therein.


4.      As of the date hereof, the authorized, issued and reserved capital stock
of the Company is as set forth on Exhibit D hereto.


IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of
____________.


____________.


_________________________
Secretary



The undersigned as ___________ of __________, a ________ corporation,
hereby certifies that ____________ is the duly elected, appointed,
qualified and acting Secretary of _________, and that the signature
appearing above is his genuine signature.



                                    ________________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>20
<FILENAME>0020.txt
<TEXT>



--------------
EXHIBIT 10.105
--------------


December 26, 2000


Fusion Capital Fund II, LLC
222 Merchandise Mart Plaza
Suite 9-112
Chicago, Illinois  60654


Re:  Common Stock Purchase Agreement



Gentlemen:


This letter is being delivered to confirm our understanding with respect to
certain issues under that certain Common Stock Purchase Agreement dated as
of October 9, 2000 (the "Purchase Agreement"), by and between USURF
AMERICA, INC., a Nevada corporation ("Company") and FUSION CAPITAL FUND II,
LLC, an Illinois limited liability company ("Fusion"), with respect to the
purchase by Fusion of up to $10.0 million of common stock of the Company.
All capitalized terms used in this letter that are not defined in this
letter shall have the meanings set forth in the Purchase Agreement.


The Company and Fusion agree that the first sentence of Section 11(k)(iii)
of the Purchase Agreement is hereby amended and restated in its entirety as
follows:  "In the event that the Commencement shall not have occurred on or
before March 30, 2001, due to the failure to satisfy the conditions set
forth in Sections 6 and 7 above with respect to the Commencement (and the
nonbreaching party's failure to waive such unsatisfied condition(s)), the
nonbreaching party shall have the option to terminate this Agreement at the
close of business on such date or thereafter without liability of any party
to any other party."


The Company and Fusion agree that the second sentence of Section 7(b) of
the Purchase Agreement is hereby amended and restated in its entirety as
follows:  "The Warrants shall be exercisable for a period of five (5) years
from the Commencement Date, granting the Buyer the right to purchase
645,000 shares of Common Stock (the "Warrant Shares") at the following
prices: (1) 215,000 Warrant Shares for $0.25 per share, (2) 215,000 Warrant
Shares for $0.35 per share and (3) 215,000 Warrant Shares for $0.45 per
share."

 The Company and Fusion additionally agree that the Company shall issue to
Fusion, on or before January 8, 2001, the 800,000 Commitment Shares.  The
Commitment Shares shall be issued and delivered to Fusion at the address
listed above by the Company's transfer agent in certificated form.  The
Commitment shares so delivered shall bear the restrictive legend set forth
in the Transfer Agent Instructions attached as Exhibit G to the Purchase
Agreement.  Fusion agrees that is shall not transfer or sell the Commitment
Shares until the Maturity Date or until the Purchase Agreement has been
terminated, provided, however, that the restrictions set forth in this
sentence shall not apply: (i) in connection with any transfers to or among
affiliates (as defined in the Securities Exchange Act of 1934, as amended),
(ii) in connection with any pledge in connection with a bona fide loan or
margin account, or (iii) if an Event of Default has occurred, or any event
which, after notice and/or lapse of time, would become an Event of Default,
including any failure by the Company to timely issue Purchase Shares under
the Purchase Agreement.  The Company and Fusion agree that in the event the
Company fails to issue and deliver to Fusion the Commitment Shares on or
before January 8, 2001, Fusion shall, in addition to all other rights and
remedies available to it, have the right to immediately terminate the
Agreement, and the Company shall be obligated to immediately deliver to
Fusion, in addition to the Commitment Shares, the Warrants.


Very truly yours,


USURF AMERICA, INC.



By: /s/ David Loflin
     David Loflin
     Chief Executive Officer



ACKNOWLEDGED AND AGREED:
FUSION CAPITAL FUND II, LLC


By: /s/ Josh Scheinfeld
     Josh Scheinfeld
     Managing Member
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>21
<FILENAME>0021.txt
<TEXT>



--------------
EXHIBIT 10.106
--------------


REGISTRATION RIGHTS AGREEMENT


REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of _______,
2000, by and between USURF AMERICA, INC., a Nevada corporation, (the
"Company"), and FUSION CAPITAL FUND II, LLC (together with it permitted
assigns, the "Buyer").  Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the Common
Stock Purchase Agreement by and between the parties hereto dated as of
_______, 2000 (as amended, restated, supplemented or otherwise modified
from time to time, the "Purchase Agreement").


        WHEREAS:


A.      The Company has agreed, upon the terms and subject to the conditions of
the Purchase Agreement, to issue to the Buyer (i) up to Ten Million Dollars
($10,000,000) of the Company's common stock, par value $.0001 per share
(the "Common Stock") (the "Purchase Shares"), and (ii) 800,000 shares of
Common Stock as is required pursuant to Section 7(b) of the Purchase
Agreement (the "Commitment Shares"); and


B.      The Company has issued to the Buyer 645,000 common stock purchase
warrants (the "Warrants") granting the Buyer the right to purchase from the
Company 645,000 shares of Common Stock (the "Warrant Shares"); and


C.      To induce the Buyer to enter into the Purchase Agreement, the Company
has agreed to provide certain registration rights under the Securities Act
of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the "1933 Act"), and applicable
state securities laws.


NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Buyer
hereby agree as follows:


1.      DEFINITIONS.


As used in this Agreement, the following terms shall have the following
meanings:


a.      "Investor" means the Buyer, any transferee or assignee thereof to whom a
Buyer assigns its rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section 9 and
any transferee or assignee thereof to whom a transferee or assignee assigns
its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9.


b.      "Person" means any person or entity including any corporation, a limited
liability company, an association, a partnership, an organization, a
business, an individual, a governmental or political subdivision thereof or
a governmental agency.


c.      "Register," "registered," and "registration" refer to a registration
effected by preparing and filing one or more registration statements of the
Company in compliance with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a
continuous basis ("Rule 415"), and the declaration or ordering of
effectiveness of such registration statement(s) by the United States
Securities and Exchange Commission (the "SEC").

d.      "Registrable Securities" means collectively: (1) the Purchase Shares
which have been, or which may from time to time be, issued or issuable upon
purchases of the Available Amount under the Purchase Agreement (without
regard to any limitation or restriction on purchases), (2) the Warrant
Shares which have been, or which may from time to time be, issued or
issuable upon exercise of the Warrants under the Warrant Agreement (without
regard to any limitation or restriction on exercise), and (3) the 800,000
Commitment Shares issued to the Investor at or prior to the Commencement,
and any shares of capital stock issued or issuable with respect to the
Purchase Shares, the Commitment Shares, Warrant Shares or the Purchase
Agreement or the Warrant Agreement as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without
regard to any limitation on purchases under the Purchase Agreement or
exercise under the Warrant Agreement.


e.      "Registration Statement" means the registration statement of the Company
which the Company has agreed to file pursuant to Section 4(a) of the
Purchase Agreement with respect to the sale of the Registrable Securities.


2.      REGISTRATION.


a.      Mandatory Registration.  The Company shall use best efforts to keep the
Registration Statement effective pursuant to Rule 415 promulgated under the
1933 Act and available for sales of all of the Registrable Securities at
all times until the earlier of (i) the date as of which the Investor may
sell all of the Registrable Securities without restriction pursuant to Rule
144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the
date on which (A) the Investor shall have sold all the Registrable
Securities and no available amount remains under the Purchase Agreement
(the "Registration Period").  The Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made,
not misleading.


b.      Rule 424 Prospectus.  The Company shall, as required by applicable
securities regulations, from time to time file with the SEC, pursuant to
Rule 424 promulgated under the 1933 Act, the prospectus and prospectus
supplements, if any, to be used in connection with sales of the Registrable
Securities under the Registration Statement.  The Investor and its counsel
shall have a reasonable opportunity to review and comment upon such
prospectus prior to its filing with the SEC. The Investor shall use its
reasonable best efforts to comment upon such prospectus within one (1)
Trading Day from the date the Investor receives the final version of such
prospectus.


c.      Sufficient Number of Shares Registered.  In the event the number of
shares available under the Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall amend the Registration
Statement or file a new registration statement (a "New Registration
Statement"), so as to cover all of such Registrable Securities as soon as
practicable, but in any event not later than ten (10) Trading Days after
the necessity therefor arises.  The Company shall use it best efforts to
cause such amendment and/or New Registration Statement to become effective
as soon as practicable following the filing thereof.   The Investor and its
counsel shall have a reasonable opportunity to review and comment upon any
such amendment and/or New Registration Statement prior to its filing with
the SEC.  The Investor shall use its reasonable best efforts to comment
upon any such amendment and/or New Registration Statement within two (2)
Trading Days from the date the Investor receives the final version of any
such amendment and/or New Registration Statement.


3.      RELATED OBLIGATIONS.


With respect to the Registration Statement and whenever any Registrable
Securities are to be registered pursuant to Section 2(b) including on any
New Registration Statement, the Company shall use its reasonable best
efforts to effect the registration of the Registrable Securities in
accordance with the intended method of disposition thereof and, pursuant
thereto, the Company shall have the following obligations:


a.      The Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration
statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep the Registration Statement
or any New Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the provisions of
the 1933 Act with respect to the disposition of all Registrable Securities
of the Company covered by the Registration Statement or any New
Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof as set forth in
such registration statement.


b.      The Company shall permit the Investor to review and comment upon the
Registration Statement or any New Registration Statement and all amendments
and supplements thereto at least two (2) Trading Days prior to their filing
with the SEC, and not file any document in a form to which Investor
reasonably objects.  The Investor shall use its reasonable best efforts to
comment upon the Registration Statement or any New Registration Statement
and any amendments or supplements thereto within two (2) Trading Days from
the date the Investor receives the final version  thereof.  The Company
shall furnish to the Investor, without charge  any correspondence from the
SEC or the staff of the SEC to the Company or its representatives relating
to the Registration Statement or any New Registration Statement.


c.      The Company shall furnish to the Investor, (i) promptly after the same
is prepared and filed with the SEC, at least one copy of such registration
statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference and all
exhibits, (ii) upon the effectiveness of any registration statement, ten
(10) copies of the prospectus included in such registration statement and
all amendments and supplements thereto (or such other number of copies as
the Investor may reasonably request) and (iii) such other documents,
including copies of any preliminary or final prospectus, as the Investor
may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by the Investor.


d.      The Company shall use reasonable best efforts to (i) register and
qualify the Registrable Securities covered by a registration statement
under such other securities or "blue sky" laws of such jurisdictions in the
United States as the Investor reasonably requests, (ii) prepare and file in
those jurisdictions, such amendments (including post-effective amendments)
and supplements to such registrations and qualifications as may be
necessary to maintain the effectiveness thereof during the Registration
Period, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary
or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (y) subject itself to general taxation
in any such jurisdiction, or (z) file a general consent to service of
process in any such jurisdiction.  The Company shall promptly notify the
Investor who holds Registrable Securities of the receipt by the Company of
any notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the
securities or "blue sky" laws of any jurisdiction in the United States or
its receipt of actual notice of the initiation or threatening of any
proceeding for such purpose.


e.      As promptly as practicable after becoming aware of such event or facts,
the Company shall notify the Investor in writing of the happening of any
event or existence of such facts as a result of which the prospectus
included in any registration statement, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
and promptly prepare a supplement or amendment to such registration
statement to correct such untrue statement or omission, and deliver ten
(10) copies of such supplement or amendment to the Investor (or such other
number of copies as the Investor may reasonably request).  The Company
shall also promptly notify the Investor in writing (i) when a prospectus or
any prospectus supplement or post-effective amendment has been filed, and
when a registration statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to the
Investor by facsimile on the same day of such effectiveness and by
overnight mail), (ii) of any request by the SEC for amendments or
supplements to any registration statement or related prospectus or related
information, and (iii) of the Company's reasonable determination that a
post-effective amendment to a registration statement would be appropriate.


f.      The Company shall use its reasonable best efforts to prevent the
issuance of any stop order or other suspension of effectiveness of any
registration statement, or the suspension of the qualification of any
Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or
suspension at the earliest possible moment and to notify the Investor of
the issuance of such order and the resolution thereof or its receipt of
actual notice of the initiation or threat of any proceeding for such purpose.


g.      The Company shall (i) cause all the Registrable Securities to be listed
on each securities exchange on which securities of the same class or series
issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange,
or (ii) secure designation and quotation of all the Registrable Securities
on the Nasdaq SmallCap System. The Company shall pay all fees and expenses
in connection with satisfying its obligation under this Section.


h.      The Company shall cooperate with the Investor to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to
any registration statement and enable such certificates to be in such
denominations or amounts as the Investor may reasonably request and
registered in such names as the Investor may request.


i.      The Company shall at all times provide a transfer agent and registrar
with respect to its Common Stock.


j.      If reasonably requested by the Investor, the Company shall (i)
immediately incorporate in a prospectus supplement or post-effective
amendment such information as the Investor believes should be included
therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of
Registrable Securities being sold, the purchase price being paid therefor
and any other terms of the offering of the Registrable Securities; (ii)
make all required filings of such prospectus supplement or post-effective
amendment as soon as notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or
make amendments to any registration statement.


k.      The Company shall use its reasonable best efforts to cause the
Registrable Securities covered by the any registration statement to be
registered with or approved by such other governmental agencies or
authorities as may be necessary to consummate the disposition of such
Registrable Securities.

l.      Within one (1) Trading Day after any registration statement which
includes the Registrable Securities is ordered effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to
deliver, to the transfer agent for such Registrable Securities (with copies
to the Investor) confirmation that such registration statement has been
declared effective by the SEC in the form attached hereto as Exhibit A.


m.      The Company shall take all other reasonable actions necessary to
expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any registration statement.


4.      OBLIGATIONS OF THE INVESTOR.


a.      The Company shall notify the Investor in writing of the information the
Company reasonably requires from the Investor in connection with any
registration statement hereunder.  The Investor shall furnish to the
Company such information regarding itself, the Registrable Securities held
by it and the intended method of disposition of the Registrable Securities
held by it as shall be reasonably required to effect the registration of
such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request.


b.      The Investor agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of
any registration statement hereunder.


c.      The Investor agrees that, upon receipt of any notice from the Company of
the happening of any event or existence of facts of the kind described in
Section 3(f) or the first sentence of 3(e), the Investor will immediately
discontinue disposition of Registrable Securities pursuant to any
registration statement(s) covering such Registrable Securities until the
Investor's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to
promptly deliver shares of Common Stock without any restrictive legend in
accordance with the terms of the Purchase Agreement in connection with any
sale of Registrable Securities with respect to which an Investor has
entered into a contract for sale prior to the Investor's receipt of a
notice from the Company of the happening of any event of the kind described
in Section 3(f) or the first sentence of 3(e) and for which the Investor
has not yet settled.


5.      EXPENSES OF REGISTRATION.


All reasonable expenses, other than sales or brokerage commissions,
incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid
by the Company.


6.      INDEMNIFICATION.


a.      To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend the Investor, each Person, if
any, who controls the Investor, the members, the directors, officers,
partners, employees, agents, representatives of the Investor and each
Person, if any, who controls the Investor within the meaning of the 1933
Act or the Securities Exchange Act of 1934, as amended (the "1934 Act")
(each, an "Indemnified Person"), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys' fees,
amounts paid in settlement or expenses, joint or several, (collectively,
"Claims") incurred in investigating, preparing or defending any action,
claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or other
regulatory agency, body or the SEC, whether pending or threatened, whether
or not an indemnified party is or may be a party thereto ("Indemnified
Damages"), to which any of them may become subject insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in the Registration Statement,
any New Registration Statement or any post-effective amendment thereto or
in any filing made in connection with the qualification of the offering
under the securities or other "blue sky" laws of any jurisdiction in which
Registrable Securities are offered ("Blue Sky Filing"), or the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such
registration statement, or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not
misleading, (iii) any violation or alleged violation by the Company of the
1933 Act, the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the
offer or sale of the Registrable Securities pursuant to the Registration
Statement or any New Registration Statement  or (iv) any material violation
of this Agreement (the matters in the foregoing clauses (i) through (iv)
being, collectively, "Violations").  The Company shall reimburse each
Indemnified Person promptly as such expenses are incurred and are due and
payable, for any legal fees or other reasonable expenses incurred by them
in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a): (i) shall not
apply to a Claim by an Indemnified Person arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Indemnified Person expressly
for use in connection with the preparation of the Registration Statement,
any New Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available by the Company
pursuant to Section 3(c); (ii) with respect to any preliminary prospectus,
shall not inure to the benefit of any such person from whom the person
asserting any such Claim purchased the Registrable Securities that are the
subject thereof (or to the benefit of any person controlling such person)
if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected in the prospectus, as then amended or
supplemented, if such prospectus was timely made available by the Company
pursuant to Section 3(c), and the Indemnified Person was promptly advised
in writing not to use the incorrect prospectus prior to the use giving rise
to a violation and such Indemnified Person, notwithstanding such advice,
used it; (iii) shall not be available to the extent such Claim is based on
a failure of the Investor to deliver or to cause to be delivered the
prospectus made available by the Company, if such prospectus was timely
made available by the Company pursuant to Section 3(c); and (iv) shall not
apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld.  Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of
the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investor pursuant to Section 9.


b.      In connection with the Registration Statement or any New Registration
Statement, the Investor agrees to severally and not jointly indemnify, hold
harmless and defend, to the same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement or any New Registration
Statement, each Person, if any, who controls the Company within the meaning
of the 1933 Act or the 1934 Act (collectively and together with an
Indemnified Person, an "Indemnified Party"), against any Claim or
Indemnified Damages to which any of them may become subject, under the 1933
Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation occurs in reliance upon
and in conformity with written information furnished to the Company by the
Investor expressly for use in connection with such registration statement;
and, subject to Section 6(d), the Investor will reimburse any legal or
other expenses reasonably incurred by them in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) and the agreement with respect to
contribution contained in Section 7 shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior
written consent of the Investor, which consent shall not be unreasonably
withheld; provided, further, however, that the Investor shall be liable
under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to the Investor as a result of
the sale of Registrable Securities pursuant to such registration statement.
 Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of the Registrable Securities by the Investor pursuant
to Section 9.


c.      Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a
Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of the
commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as
the case may be; provided, however, that an Indemnified Person or
Indemnified Party shall have the right to retain its own counsel with the
fees and expenses to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified
Party and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such
proceeding. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or
defense of any such action or claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to
the Indemnified Party or Indemnified Person which relates to such action or
claim.  The indemnifying party shall keep the Indemnified Party or
Indemnified Person fully apprised at all times as to the status of the
defense or any settlement negotiations with respect thereto.  No
indemnifying party shall be liable for any settlement of any action, claim
or proceeding effected without its written consent, provided, however, that
the indemnifying party shall not unreasonably withhold, delay or condition
its consent.  No indemnifying party shall, without the consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment
or enter into any settlement or other compromise which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party or Indemnified Person of a release from all
liability in respect to such claim or litigation.  Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the
matter for which indemnification has been made.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party
of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced
in its ability to defend such action.


d.      The indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or Indemnified Damages are incurred.


e.      The indemnity agreements contained herein shall be in addition to (i)
any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.


7.      CONTRIBUTION.


To the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be
liable under Section 6 to the fullest extent permitted by law; provided,
however, that: (i) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
shall be entitled to contribution from any seller of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (ii) contribution
by any seller of Registrable Securities shall be limited in amount to the
net amount of proceeds received by such seller from the sale of such
Registrable Securities.


8.      REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.


With a view to making available to the Investor the benefits of Rule 144
promulgated under the 1933 Act or any other similar rule or regulation of
the SEC that may at any time permit the Investor to sell securities of the
Company to the public without registration ("Rule 144"), the Company agrees
to:


a.      make and keep public information available, as those terms are
understood and defined in Rule 144;


b.      file with the SEC in a timely manner all reports and other documents
required of the Company under the 1933 Act and the 1934 Act so long as the
Company remains subject to such requirements and the filing of such reports
and other documents is required for the applicable provisions of Rule 144; and


c.      furnish to the Investor so long as the Investor owns Registrable
Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions of
Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may
be reasonably requested to permit the Investor to sell such securities
pursuant to Rule 144 without registration.


9.      ASSIGNMENT OF REGISTRATION RIGHTS.


The rights under this Agreement shall be automatically assignable by the
Investor to any transferee of all or any portion of Registrable Securities
if: (i) the Investor agrees in writing with the transferee or assignee to
assign such rights, and a copy of such agreement is furnished to the
Company within a reasonable time after such assignment; (ii) the Company
is, within a reasonable time after such transfer or assignment, furnished
with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration
rights are being transferred or assigned; (iii) immediately following such
transfer or assignment the further disposition of such securities by the
transferee or assignee is restricted under the 1933 Act and applicable
state securities laws; (iv) at or before the time the Company receives the
written notice contemplated by clause (ii) of this sentence the transferee
or assignee agrees in writing with the Company to be bound by all of the
provisions contained herein; and (v) such transfer shall have been made in
accordance with the applicable requirements of the Master Facility Agreement.


10.     AMENDMENT OF REGISTRATION RIGHTS.


Provisions of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the
Company and the Investor.


11.     MISCELLANEOUS.


a.      A Person is deemed to be a holder of Registrable Securities whenever
such Person owns or is deemed to own of record such Registrable Securities.
 If the Company receives conflicting instructions, notices or elections
from two or more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or election
received from the registered owner of such Registrable Securities.


b.      Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered:  (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); or (iii) one (1) Trading Day after
deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same.  The addresses
and facsimile numbers for such communications shall be:


If to the Company:
USURF America, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
Telephone:      (225) 922-7744
Facsimile:      (225) 922-9123
Attention:      David Loflin


With a copy to:
Newlan & Newlan
819 Ofice Park Circle
Lewisville, Texas 75057
Telephone:      (972) 353- 3880
Facsimile:       (972) 353 - 8304
Attention:       Eric Newlan


If to the Investor:
Fusion Capital Fund II, LLC
222 Merchandise Mart Plaza, Suite 9-112
Chicago, IL 60654
Telephone:      312-644-6644
Facsimile:      312-644-6244
Attention:      Steven G.  Martin


or at such other address and/or facsimile number and/or to the attention of
such other person as the recipient party has specified by written notice
given to each other party three (3) Trading Days prior to the effectiveness
of such change.  Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the
time, date, recipient facsimile number and an image of the first page of
such transmission or (C) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.


c.      Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


d.      The corporate laws of the State of Nevada shall govern all issues
concerning the relative rights of the Company and its stockholders.  All
other questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by the internal laws of
the State of Illinois, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Illinois or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Illinois.   Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting the City of Chicago, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper.  Each party hereby
irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner
permitted by law.  If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.  EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


e.      This Agreement, and the Purchase  Agreement constitute the entire
agreement among the parties hereto with respect to the subject matter
hereof and thereof.  There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein.
 This Agreement and the Purchase Agreement supersede all prior agreements
and understandings among the parties hereto with respect to the subject
matter hereof and thereof.


f.      Subject to the requirements of Section 9, this Agreement shall inure to
the benefit of and be binding upon the permitted successors and assigns of
each of the parties hereto.


g.      The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


h.      This Agreement may be executed in identical counterparts, each of which
shall be deemed an original but all of which shall constitute one and the
same agreement.  This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.


i.      Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated hereby.
j.      The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent and no rules of strict
construction will be applied against any party.


k.      This Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


        * * * * * *


IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.




THE COMPANY:


USURF AMERICA, INC.


By: /s/ David M. Loflin
Name: David M. Loflin
Title: President



BUYER:


FUSION CAPITAL FUND II, LLC
  BY: FUSION CAPITAL PARTNERS II, LLC
    BY: SGM HOLDINGS CORP.


By: /s/ Steven G. Martin
Name: Steven G. Martin
Title: President








       EXHIBIT A


        TO REGISTRATION RIGHTS AGREEMENT


        FORM OF NOTICE OF EFFECTIVENESS
        OF REGISTRATION STATEMENT






[Date]



[TRANSFER AGENT]
[Address]




Attn:  __________________


Ladies and Gentlemen:


We are counsel to USURF AMERICA, INC., a Nevada corporation (the
"Company"), and have represented the Company in connection with that
certain Common Stock Purchase Agreement (the "Common Stock Purchase
Agreement") entered into by and among the Company and FUSION CAPITAL FUND
II, LLC (the "Buyer") pursuant to which (i) the Company may sell to the
Buyer  up to ___________ Dollars ($___________) of the Company's common
stock, par value $____ per share (the "Common Stock" and the shares of
Common Stock to be purchased thereunder are referred to herein as, the
"Purchase Shares"), and (ii) the Company has agreed to issue to the Buyer
_______ shares of Common Stock (the "Commitment Shares").  Pursuant to the
Common Stock Purchase Agreement, the Company also has entered into a
Warrant Agreement with the Buyer (the "Warrant Agreement") pursuant to
which the Company has issued to the Buyer 645,000 common stock purchase
warrants (the "Warrants") granting the Buyer the right to purchase from the
Company 645,000 shares of Common Stock (the "Warrant Shares").  Pursuant to
the Common Stock Purchase Agreement, the Company also has entered into a
Registration Rights Agreement with the Buyer (the "Registration Rights
Agreement") pursuant to which the Company agreed, among other things, to
register the Purchase Shares, the Commitment Shares and the Warrant Shares
under the Securities Act of 1933, as amended (the "1933 Act").  In
connection with the Company's obligations under the Common Stock Purchase
Agreement and the Registration Rights Agreement, on _____________, the
Company filed a Registration Statement (File No. 333-_____________) (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") relating to the sale of the Purchase Shares and the Commitment Shares.


In connection with the foregoing, we advise you that a member of the SEC's
staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER
TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no
knowledge, after telephonic inquiry of a member of the SEC's staff, that
any stop order suspending its effectiveness has been issued or that any
proceedings for that purpose are pending before, or threatened by, the SEC
and the Purchase Shares, the Commitment Shares and the Warrant Shares are
available for sale under the 1933 Act pursuant to the Registration Statement.


The Buyer has confirmed  it shall comply with all securities laws and
regulations applicable to it including applicable prospectus delivery
requirements upon sale of the Commitment Shares, the Warrant Shares or the
Purchase Shares.



Very truly yours,
                [Company Counsel]



                By:____________________





cc:     FUSION CAPITAL FUND II, LLC
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>22
<FILENAME>0022.txt
<TEXT>



--------------
EXHIBIT 10.107
--------------


                    WARRANT AGREEMENT


THIS AGREEMENT dated as of ________________________, between USURF America,
Inc., a Nevada corporation (the "Company"), and Securities Transfer
Corporation, a Texas corporation (the "Warrant Agent").


        RECITALS:


A.      In payment of a commitment fee arising under a common stock purchase
agreement between the Company and Fusion Capital Fund II, LLC ("Fusion
Capital"), as well as in payment of a finder's fee arising from the
introduction of the Company by Gruntal & Co., L.LC. ("Gruntal"), to Fusion
Capital, the Company proposes to issue to Fusion Capital and Gruntal,
collectively, 806,250 Warrants (individually, a "Warrant", and,
collectively, the "Warrants"), to purchase an aggregate of 806,250 shares
of Common Stock of the Company (the "Warrant Shares").


B.      The Company desires to provide for the issuance of warrant certificates
(the "Warrant Certificates") representing the Warrants.


C.      The Company desires the Warrant Agent to act on behalf of the Company,
and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer and exchange of Warrant Certificates and
exercise of the Warrants.


NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
hereinafter set forth and for the purpose of defining the terms and
provisions of the Warrant Certificates and the Warrants, and the respective
rights and obligations thereunder of the Company, the registered holders of
the Warrant Certificates and the Warrant Agent, the parties hereto agree as
follows:


1.      Definitions.  As used herein:


                A.      "Common Stock" shall mean shares of common stock of the
Company, $.0001 par value (the "Common Stock"), whether now or hereafter
authorized, which have the right to participate in the distribution of earnings
and assets of the Company without limit as to amount or percentage.


                B.      "Commencement Date" shall mean the date on which the
Warrants are issued hereunder.


                C.      "Corporate Office" shall mean the place of business of
the Warrant Agent located in Frisco, Texas, or its successor (for the mailing
address of the Warrant Agent, see paragraph 14 hereof).


                D.      "Exercise Period" shall mean the period commencing on
the Commencement Date and ending on the Expiration Date.


                E.      "Exercise Price" shall mean, (1) with respect to 268,750
of the Warrants to be issued hereunder, a purchase price of $.25 per share of
Common Stock, (2) with respect to 268,750 of the Warrants to be issued
hereunder, a purchase price of $.35 per share of Common Stock, and, (3)
with respect to the remaining 268,750 Warrants to be issued hereunder, a
purchase price of $.45 per share of Common Stock (collectively, the
"Warrant Exercise Price").


                F.      "Expiration Date" shall mean 5:00 p.m. Central Time, on
the date which is three (3) years from the Commencement Date, or if such day
shall be a holiday or day on which banks are authorized to close, then 5:00 p.m.
Central Time, whichever is in effect, on the next following day that in the
State of Texas is not a holiday or a day on which banks are authorized to
close.


                G.      "Registered Holder" shall mean the person in whose name
any Warrant Certificate shall be registered on the books maintained by the
Warrant Agent pursuant to this Agreement.


                H.      "Subsidiary" shall mean any corporation of which shares
having ordinary voting power to elect a majority of the Board of Directors of
such corporation (regardless of whether the shares of any other class or classes
of such corporation shall have or may have voting power by reason of the
happening of any contingency) are at the time directly or indirectly owned
by the Company or one or more subsidiaries of the Company.


                I.      "Transfer Agent" shall mean the Company's transfer agent
, Securities Transfer Corporation, or its successor.


                J.      "Warrant" or "Warrants" shall mean and include up to
806,250 Warrants to be issued hereunder to purchase a like number of shares of
the authorized and unissued Common Stock of the Company.


                K.      "Warrant Shares" shall mean and include up to 806,250
shares of authorized and unissued Common Stock initially reserved for
issuance on exercise of the Warrants and any additional shares of Common
Stock or other property which may hereafter be issuable or deliverable on
exercise of the Warrants pursuant to paragraph 5 of this Agreement.


        2.      Appointment of Warrant Agent.  The Company hereby appoints the
Warrant Agent to act as agent for the Company in accordance with the
instructions set forth hereafter in this Agreement, and the Warrant Agent
hereby accepts such appointment and agrees to perform the duties and
obligations required of it, as such duties and obligations are set forth herein.


        3.      Warrants and Issuance of Warrant Certificates.  Each Warrant
shall initially entitle the Registered Holder of the Warrant Certificate
representing such Warrant to purchase one shares of Common Stock on
exercise thereof, subject to modification and adjustment as hereinafter
provided in paragraph 9.  The Warrant Certificates will be issued and
delivered by the Warrant Agent on written order of the Company signed by
its President and attested by its Secretary or Assistant Secretary.  The
Warrant Agent shall deliver Warrant Certificates in required whole number
denominations to the persons entitled thereto in connection with any
transfer or exchange permitted under this Agreement.


        4.      Form and Execution of Warrant Certificates.


                A.      The Warrant Certificates representing the 268,750
Warrants to be issued hereunder with an exercise price of $.25 per share shall
be substantially in the form attached as Exhibit "A" and may have such
letters, numbers or other marks of identification and such legends,
summaries or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the
provisions hereof.


                B.      The Warrant Certificates representing the 268,750
Warrants to be issued hereunder with an exercise price of $.35 per share shall
be substantially in the form attached as Exhibit "B" and may have such
letters, numbers or other marks of identification and such legends,
summaries or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the
provisions hereof.


                C.      The Warrant Certificates representing the 268,750
Warrants to be issued hereunder with an exercise price of $.45 per share shall
be substantially in the form attached as Exhibit "C" and may have such
letters, numbers or other marks of identification and such legends,
summaries or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the
provisions hereof.


                D.      The Warrant Certificates shall be dated as of the date
of issuance, whether on initial issuance, transfer, exchange or in lieu of
mutilated, lost, stolen or destroyed Warrant Certificates.


                E.      Warrant Certificates representing the 268,750 Warrants
to be issued hereunder with an exercise price of $.25 per share shall be
numbered serially with the letters "WFCA" preceding the number of each Warrant
Certificate.


                F.      Warrant Certificates representing the 268,750 Warrants
to be issued hereunder with an exercise price of $.35 per share shall be
numbered serially with the letters "WFCB" preceding the number of each Warrant
Certificate.


                G.      Warrant Certificates representing the 268,750 Warrants
to be issued hereunder with an exercise price of $.45 per share shall be
numbered serially with the letters "WFCC" preceding the number of each Warrant
Certificate.


                H.      Warrant Certificates shall be executed on behalf of the
Company by its President and Secretary, by manual signatures or by facsimile
signatures printed thereon, and shall have imprinted thereon a facsimile of the
Company's seal.  Warrant Certificates shall be manually countersigned by
the Warrant Agent and shall not be valid for any purpose unless so
countersigned.  In the event any officer of the Company who executed the
Warrant Certificates shall cease to be an officer of the Company before the
date of issuance of the Warrant Certificates or before countersignature and
delivery by the Warrant Agent, such Warrant Certificates may be
countersigned, issued and delivered by the Warrant Agent with the same
force and effect as though the person who signed such Warrant Certificates
had not ceased to be an officer of the Company.


        5.      Exercise of Warrants.


                A.      The Warrants shall be exercisable during the Exercise
Period.  A Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date of the surrender for exercise (the "Exercise
Date") of the Warrant Certificate.  The exercise form shall be executed by
the Registered Holder thereof or his attorney duly authorized in writing
and shall be delivered together with payment to the Warrant Agent, in cash
or by official bank or certified check, of an amount in lawful money of the
United States of America.  Such payment shall be in an amount equal to the
Exercise Price per Warrant as hereinabove defined.


                B.      The person entitled to receive the number of Warrant
Shares deliverable on such exercise shall be treated for all purposes as the
holder of such Warrant Shares as of the close of business on the Exercise
Date.  The Company shall not be obligated to issue any fractional share
interests in Warrant Shares issuable on exercise of a Warrant.  If more
than one Warrant shall be exercised at one time by the same Registered
Holder, the number of full shares which shall be issuable on exercise
thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.


                C.      As soon as practicable on or after the Exercise Date and
 in any event  within 30 days after such date, the Warrant Agent shall cause to
be issued and delivered to the person or persons entitled to receive the same, a
certificate or certificates for the number of Warrant Shares deliverable on
such exercise.  No adjustment shall be made in respect of cash dividends on
Warrant Shares deliverable on exercise of any Warrant.  The Warrant Agent
shall promptly notify the Company in writing of any exercise of any Warrant
and of the number of Warrant Shares delivered and shall cause payment of an
amount in cash equal to the Exercise Price to be made promptly to the order
of the Company.  The parties contemplate such payments will be made by the
Warrant Agent to the Company as collected funds are received by the Warrant
Agent.  The Warrant Agent shall hold any proceeds collected and not yet
paid to the Company in a Federally-insured escrow account at a commercial
bank selected by the Warrant Agent, at all times relevant hereto.
Following a determination by the Warrant Agent that collected funds have
been received, the Warrant Agent shall cause share certificates to be
issued representing the number of Warrants exercised by the holder.


                D.      Expenses incurred by the Warrant Agent hereunder,
including administrative costs, costs of maintaining records and other
expenses, shall be paid by the Company according to the standard fees imposed by
the Warrant Agent for such services.


                E.      A detailed accounting statement setting forth the number
of Warrants exercised, the net amount of exercised funds and all expenses
incurred by the Warrant Agent shall be transmitted to the Company on payment of
each exercise amount.  Such accounting statement shall serve as an interim
accounting for the Company during the Exercise Period.  The Warrant Agent
shall render to the Company a complete accounting setting forth the number
of Warrants exercised, the identity of persons exercising such Warrants,
the number of shares issued, the amounts to be distributed to the Company
and all other expenses incurred by the Warrant Agent, at the completion of
the Exercise Period.


        6.      Reservation of Shares and Payment of Taxes.  The Company
covenants that it will, at all times, reserve and have available from its
authorized shares of Common Stock such number of shares of Common Stock as shall
then be issuable on exercise of all outstanding Warrants.  The Company covenants
that all Warrant Shares, when issued, shall be duly and validly issued,
fully paid and non-assessable, and free from all taxes, liens and charges
with respect to the issue thereof.


                If any Warrant Shares require registration with, or approval of,
any government authority under any Federal or state law before such shares may
be validly issued or delivered, the Company covenants it will, in good
faith and as expeditiously as possible, endeavor to secure such
registration or approval, as the case may be.


                Warrantholders shall pay all documentary stamp or similar taxes
and other government charges that may be imposed with respect to the issuance of
the Warrants, or the issuance, transfer or delivery of any Warrant Shares on
exercise of the Warrants.  In the event the Warrant Shares are to be
delivered in a name other than the name of the Registered Holder of the
Warrant Certificate, no such delivery shall be made unless the person
requesting the same has paid to the Warrant Agent the amount of any such
taxes or charges incident thereto.


                The Warrant Agent is hereby irrevocably authorized to
requisition certificates for Warrant Shares from the Company's Transfer Agent as
required from time to time.  The Company has, contemporaneously with the
execution of this Agreement, authorized the Transfer Agent to comply with
all such requisitions.  The Company will file with the Warrant Agent a
statement setting forth the name and address of its Transfer Agent for the
Company's Common Stock issuable on exercise of the Warrants and of each
successor Transfer Agent, if any.


        7.      Registration of Transfer of Warrant Certificates.  The Warrant
Certificates may not be transferred in whole or in part except as
authorized in this Agreement.  Warrant Certificates to be exchanged shall
be surrendered to the Warrant Agent at its Corporate Office.  The Company
shall execute, and the Warrant Agent shall countersign, issue and deliver
in exchange therefor, the Warrant Certificate or Certificates which the
holder making the transfer shall be entitled to receive.


                The Warrant Agent shall keep transfer books at its Corporate
Office in which it shall register Warrant Certificates and the transfer thereof.
On due presentment for transfer of any Warrant Certificates at such office,
the Company shall execute, and the Warrant Agent shall issue and deliver to
the transferee or transferees, a new Warrant Certificate or Certificates
representing an equal aggregate number of Warrants.


                The Warrants will not be publicly traded.


        8.      Loss or Mutilation.  On receipt by the Company and the Warrant
Agent of evidence satisfactory as to the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate, the Company shall
execute, and the Warrant Agent shall countersign and deliver in lieu
thereof, a new Warrant Certificate representing an equal aggregate number
of Warrants.   In the case of loss, theft or destruction of any Warrant
Certificate, the individual requesting issuance of a new Warrant
Certificate shall be required to indemnify the Company and Warrant Agent in
an amount satisfactory to each of them.  In the event a Warrant Certificate
is mutilated, such Certificate shall be surrendered and cancelled by the
Warrant Agent prior to delivery of a new Warrant Certificate.  Applicants
for a substitute Warrant Certificate shall also comply with such other
regulations and pay such other reasonable charges as the Company may
prescribe.


        9.      Adjustment of Exercise Price and Shares.


                A.      In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall issue any of its Common Stock as a
stock dividend or shall subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of such events, the
Exercise Price in effect at the time of such action shall be reduced
proportionately and the number of shares of Common Stock purchasable
pursuant to the Warrants shall be increased proportionately.  Conversely,
in the event the Company shall reduce the number of its outstanding shares
of Common Stock by combining such shares into a smaller number of shares,
then, in such event, the Exercise Price in effect at the time of such
action shall be increased proportionately and the number of shares of
Common Stock at that time purchasable pursuant to the Warrants shall be
decreased proportionately.  Such stock dividend paid or distributed on the
Common Stock in shares of any other class of the Company or securities
convertible into shares of Common Stock shall be treated as a dividend paid
or distributed in shares of Common Stock to the extent shares of Common
Stock are issuable on the payment or conversion thereof.


                B.      In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall be recapitalized by reclassifying
its outstanding shares of Common Stock into shares with a different par value,
or by changing its outstanding Common Stock to shares without par value or
in the event of any other material change of the capital structure of the
Company or of any successor corporation by reason of any reclassification,
recapitalization or conveyance, prompt, proportionate, equitable, lawful
and adequate provision shall be made whereby any holder of the Warrants
shall thereafter have the right to purchase, on the basis and the terms and
conditions specified in this Agreement, in lieu of the shares of Common
Stock of the Company theretofore purchasable on the exercise of any
Warrant, such securities or assets as may be issued or payable with respect
to, or in exchange for, the number of shares of Common Stock of the Company
theretofore purchasable on exercise of the Warrants had such
reclassification, recapitalization or conveyance not taken place; and, in
any such event, the rights of any holder of a Warrant to any adjustment in
the number of shares of Common Stock purchasable on exercise of such
Warrant, as set forth above, shall continue and be preserved in respect of
any stock, securities or assets which the holder becomes entitled to
purchase; provided, however, that a merger, acquisition of a going business
or a portion thereof (whether for cash, stock, notes, other securities, or
a combination of cash and securities), exchange of stock for stock,
exchange of stock for assets, or like transaction involving the Company
will not be considered a "material change" for purposes of this paragraph,
and no adjustment shall be made under this paragraph 9 by reason of any
such merger, acquisition, exchange of stock for stock, exchange of stock
for assets, or like transaction.


                C.      In the event the Company, at any time while the Warrants
shall remain unexpired and unexercised, shall sell all or substantially all of
its property, or dissolves, liquidates or winds up its affairs, prompt,
proportionate, equitable, lawful and adequate provision shall be made as
part of the terms of such sale, dissolution, liquidation or winding up such
that the holder of a  Warrant may thereafter receive, on exercise of such
Warrant, in lieu of each share of Common Stock of the Company which such
holder would have been entitled to receive upon exercise of such Warrant,
the same kind and amount of any stock, securities or assets as may be
issuable, distributable or payable on any such sale, dissolution,
liquidation or winding up with respect to each share of Common Stock of the
Company; provided, however, that, in the event of any such sale,
dissolution, liquidation or winding up, the right to exercise the Warrants
shall terminate on a date fixed by the Company, such date to be not earlier
than 5:00 p.m., Central Time, on the 30th day next succeeding the date on
which notice of such termination of the right to exercise the Warrants has
been given by mail to the holders thereof at such addresses as may appear
on the books of the Company.


                D.      In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to purchase shares of its
Common Stock at a price per share more than 10% below the then-current
market price per share (as defined below) of its Common Stock at the date
of taking such record, then (i) the number of shares of Common Stock
purchasable pursuant to the Warrants shall be redetermined as follows: the
number of shares of Common Stock purchasable pursuant to a Warrant
immediately prior to such adjustment (taking into account fractional
interests to the nearest 1,000th of a share) shall be multiplied by a
fraction, the numerator of which shall be the number of shares of Common
Stock of the Company then outstanding (excluding the Common Stock then
owned by the Company) immediately prior to the taking of such record, plus
the number of additional shares offered for purchase, and the denominator
of which shall be the number of shares of Common Stock of the Company
outstanding (excluding the Common Stock owned by the Company) immediately
prior to the taking of such record, plus the number of shares which the
aggregate offering price of the total number of additional shares so
offered would purchase at such current market price; and (ii) the Exercise
Price per share of Common Stock purchasable pursuant to a Warrant shall be
redetermined as follows:  the Exercise Price in effect immediately prior to
the taking of such record shall be multiplied by a fraction, the numerator
of which is the number of shares of Common Stock purchasable immediately
prior to the taking of such record, and the denominator of which is the
number of shares of Common Stock purchasable immediately after the taking
of such record as determined pursuant to clause (i) above.  For the purpose
hereof, the current market price per share of Common Stock of the Company
at any date shall be deemed to be the average of the closing prices, as
reported by the American Stock Exchange, for 30 consecutive business days
commencing 15 business days prior to the record date.


                E.      On exercise of the Warrants by the holders, the Company
shall not be required to deliver fractions of shares of Common Stock; provided,
however, that prompt, proportionate, equitable, lawful and adequate adjustment
in the Exercise Price payable shall be made in respect of any such fraction of
one share of Common Stock on the basis of the Exercise Price per share.


                F.      In the event, prior to expiration of the Warrants by
exercise or by their terms, the Company shall determine to take a record of the
holders of its Common Stock for the purpose of determining shareholders
entitled to receive any stock dividend, distribution or other right which will
cause any change or adjustment in the number, amount, price or nature of the
Common Stock or other stock, securities or assets deliverable on exercise
of the Warrants pursuant to the foregoing provisions, the Company shall
give to the Registered Holders of the Warrants at the addresses as may
appear on the books of the Company at least 15 days' prior written notice
to the effect that it intends to take such a record.  Such notice shall
specify the date as of which such record is to be taken; the purpose for
which such record is to be taken; and the number, amount, price and nature
of the Common Stock or other stock, securities or assets which will be
deliverable on exercise of the Warrants after the action for which such
record will be taken has been completed.  Without limiting the obligation
of the Company to provide notice to the Registered Holders of the Warrant
Certificates of any corporate action hereunder, the failure of the Company
to give notice shall not invalidate such corporate action of the Company.


                G.      The Warrant shall not entitle the holder thereof to any
of the rights of shareholders or to any dividend declared on the Common Stock,
unless the Warrant is exercised and the Warrant Shares purchased prior to the
record date fixed by the Board of Directors of the Company for the determination
of holders of Common Stock entitled to such dividend or other right.


                H.      No adjustment of the Exercise Price shall be made as a
result of, or in connection with, (i) the establishment of one or more employee
stock option plans for employees of the Company, or the modification, renewal or
extension of any such plan, or the issuance of Common Stock on exercise of
any options pursuant to any such plan, (ii) the issuance of individual
warrants or options to purchase Common Stock, the issuance of Common Stock
upon exercise of such warrants or options, or the issuance of Common Stock
in connection with compensation arrangements for directors, officers,
employees, consultants or agents of the Company or any Subsidiary, and the
like, or (iii) the issuance of Common Stock in connection with a merger,
acquisition of a going business or a portion thereof (whether for cash,
stock, notes, other securities, or a combination of cash and securities),
exchange of stock for stock, exchange of stock for assets, or like
transaction.


        10.     Duties, Compensation and Termination of Warrant Agent.  The
Warrant Agent shall act hereunder as agent and in a ministerial capacity for the
Company, and its duties shall be determined solely by the provisions
hereof.  The Warrant Agent shall not, by issuing and delivering Warrant
Certificates or by any other act hereunder, be deemed to make any
representations as to the validity, value or authorization of the Warrant
Certificates or the Warrants represented thereby or of the Common Stock or
other property delivered on exercise of any Warrant.  The Warrant Agent
shall not be under any duty or responsibility to any holder of the Warrant
Certificates to make or cause to be made any adjustment of the Exercise
Price or to determine whether any fact exists which may require any such
adjustments.


                The Warrant Agent shall not (i) be liable for any recital or
statement of fact contained herein or for any action taken or omitted by it in
reliance on any Warrant Certificate or other document or instrument believed by
it in good faith to be genuine and to have been signed or presented by the
proper party or parties, (ii) be responsible for any failure on the part of
the Company to comply with any of its covenants and obligations contained
in this Agreement or in the Warrant Certificates, or (iii) be liable for
any act or omission in connection with this Agreement, except for its own
negligence or willful misconduct.


                The Warrant Agent may, at any time, consult with counsel
satisfactory to it (who may be counsel for the Company) and shall incur no
liability or responsibility for any action taken or omitted by it in good
faith in accordance with such notice, statement, instruction, request,
direction, order or demand.


                Any notice, statement, instruction, request, direction, order or
demand of the Company shall be sufficiently evidenced by an instrument signed by
its President and attested by its Secretary or Assistant Secretary.  The
Warrant Agent shall not be liable for any action taken or omitted by it in
accordance with such notice, statement, instruction, request, direction,
order or demand.


                The Company agrees to pay the Warrant Agent compensation for its
services hereunder and to reimburse the Warrant Agent for its reasonable
expenses in accordance with the terms of Exhibit "D" attached hereto and
incorporated herein by this reference.  The Company further agrees to indemnify
the
Warrant Agent against any and all losses, expenses and liabilities,
including judgments, costs and counsel fees, for any action taken or
omitted by the Warrant Agent in the execution of its duties and powers
hereunder, excepting losses, expenses and liabilities arising as a result
of the Warrant Agent's negligence or willful misconduct.


                The Warrant Agent may resign its duties or the Company may
terminate the Warrant Agent and the Warrant Agent shall be discharged from all
further duties and liabilities hereunder (except liabilities arising as a
result of the Warrant Agent's own negligence or willful misconduct) on 30
days' prior written notice to the other party.  At least 15 days prior to the
date such resignation is to become effective, the Warrant Agent shall cause a
copy of such notice of resignation to be mailed to the Registered Holder of each

Warrant Certificate.  On such resignation or termination, the Company shall
appoint a new Warrant Agent.  If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in
writing of the resignation by the Warrant Agent, then the Registered Holder
of any Warrant Certificate may apply to any court of competent jurisdiction
for the appointment of a new Warrant Agent.  Any new Warrant Agent, whether
appointed by the Company or by such court, shall be a bank or trust company
having a capital and surplus, as shown by its last published report to its
shareholders, of not less than $1,000,000.


               After acceptance in writing of an appointment of a new Warrant
Agent is received by the Company, such new Warrant Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named herein as the Warrant Agent, without any further
assurance, conveyance, act or deed; provided, however, if it shall be
necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the
Company and shall be legally and validly executed. The Company shall file a
notice of appointment of a new Warrant Agent with the resigning Warrant
Agent and shall forthwith cause a copy of such notice to be mailed to the
Registered Holder of each Warrant Certificate.


                Any corporation into which the Warrant Agent or any new Warrant
Agent may be converted or merged, or any corporation resulting from any
consolidation to which the Warrant Agent or any new Warrant Agent shall be a
party, or any corporation succeeding to the corporate trust business of the
Warrant Agent shall be a successor Warrant Agent under this Agreement, provided
that such corporation is eligible for appointment as a successor to the
Warrant Agent.  Any such successor Warrant Agent shall promptly cause
notice of its succession as Warrant Agent to be mailed to the Company and
to the Registered Holder of each Warrant Certificate.  No further action
shall be required for establishment and authorization of such successor
Warrant Agent.


                The Warrant Agent, its officers or directors and its
subsidiaries or affiliates may buy, hold or sell Warrants or other securities of
the Company and otherwise deal with the Company in the same manner and to the
same extent and with like effect as though it were not the Warrant Agent.
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company.


        11.     Modification of Agreement.  The Warrant Agent and the Company
may, by supplemental agreement, make any changes or corrections in this
Agreement they shall deem appropriate to cure any ambiguity or to correct any
defective or inconsistent provision or mistake or error herein contained.
Additionally, the parties may make any changes or corrections deemed
necessary which shall not adversely affect the interests of the holders of
Warrant Certificates; provided, however, this Agreement shall not otherwise
be modified, supplemented or altered in any respect, except with the
consent in writing of the Registered Holders of Warrant Certificates
representing not less than 66 and 2/3% of the Warrants outstanding;
provided, however, that no change in the number or nature of the Warrant
Shares purchasable on exercise of a Warrant, or the Exercise Price or the
Exercise Period thereof shall be made without the consent, in writing, of
the Registered Holder of the Warrant Certificate representing such Warrant,
other than such changes as are specifically prescribed by this Agreement.


        12.     Notices.  All notices, demands, elections, opinions or requests
(however characterized or described) required or authorized hereunder shall
be deemed given sufficiently in writing and sent via a nationally
recognized overnight courier service, by registered or certified mail,
return receipt requested and postage prepaid, or by facsimile to:


in the case of the Company:   USURF America, Inc.
                              8748 Quarters Lake Road
                              Baton Rouge, Louisiana 70809
                              Facsimile: (225) 922-9123


with a copy to:               Newlan & Newlan
                              Attorneys at Law
                              819 Office Park Circle
                              Lewisville, Texas 75057
                              Facsimile: (972) 353-3880


and, in the case of
  the Warrant Agent:          Securities Transfer Corporation
                              2591 Dallas Parkway
                              Suite 102
                              Frisco, Texas 75034
                              Facsimile: (469) 633-0088


                and, if to the Registered Holder of a Warrant Certificate, at
the address of such holder as set forth on the books maintained by the Warrant
Agent.


        13.     Persons Benefitting.  This Agreement shall be binding upon and
inure to the benefit of the Company, the Warrant Agent and their respective
successors and assigns, and the holders from time to time of the Warrant
Certificates. Nothing in this Agreement is intended to or shall be
construed to confer on any other person any right, remedy or claim or to
impose on any other person any duty, liability or obligation.


        14.     Further Instruments.  The parties shall execute and deliver any
and all such other instruments and shall take any and all such other actions as
may be reasonable or necessary to carry out the intention of this Agreement.


        15.     Severability.  If any provision of this Agreement shall be held,
declared or pronounced void, voidable, invalid, unenforceable or
inoperative for any reason by any court of competent jurisdiction,
government authority or otherwise, such holding, declaration or
pronouncement shall not affect adversely any other provision of this
Agreement, which shall otherwise remain in full force and effect and be
enforced in accordance with its terms, and the effect of such holding,
declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.


        16.     Waiver.  All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights and remedies
as provided by law.  No delay or failure on the part of either party in the
exercise of any right or remedy arising from a breach of this Agreement
shall operate as a waiver of any subsequent right or remedy arising from a
subsequent breach of this Agreement.  The consent of any party where
required hereunder to any act or occurrence shall not be deemed to be a
consent to any other act or occurrence.


       17.     General Provisions.  This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of Texas.
Except as otherwise expressly stated herein, time is of the essence in
performing hereunder.  This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, and this Agreement may
not be modified or amended or any term or provision hereof waived or discharged
except in writing signed by the party against whom such amendment,
modification, waiver or discharge is sought to be enforced.  The headings
of this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning thereof.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but
all of which taken together shall constitute one and the same instrument.


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above-mentioned.


                                                USURF AMERICA, INC.



                                                By:
                                                        David M. Loflin
                                                        President


                                                SECURITIES TRANSFER CORPORATION



                                                By:
                                                        Kevin Halter, Jr.
                                                        President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>23
<FILENAME>0023.txt
<TEXT>



--------------
EXHIBIT 10.108
--------------


THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AS WELL AS THE SECURITIES
INTO WHICH THESE SECURITIES MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE
UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE
SECURITIES ACT OF 1933, AS AMENDED.  THESE SECURITIES MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM
REGISTRATION.



WFCA-XXX                                         XXXXX - Warrants


                    USURF America, Inc.
    (Incorporated Under the Laws of the State of Nevada)


             COMMON STOCK PURCHASE WARRANT


(EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE COMMON SHARE)
INITIAL WARRANT EXERCISE PRICE $.25


THIS CERTIFIES THAT, for value received, _______________, (the "Holder"),
as registered owner of this Common Stock Purchase Warrant Certificate (a
"Warrant" or the "Warrants"), is entitled at any time or from time to time
after issuance hereof at or before 5:00 p.m., Central Time, on the date
that is three years from the date hereof (the "Expiration Date"), to
subscribe for, purchase and receive the above-specified, fully-paid and
non-assessable Common Shares, $.0001 par value per share (the "Common
Shares"), of USURF America, Inc., a Nevada corporation (the "Company"), at
the purchase price of $.25 per share (the "Exercise Price"), upon
presentation and surrender of this Warrant Certificate and payment of the
Exercise Price for such Common Shares of the Company at the principal
office of the Company's warrant agent, Securities Transfer Corporation (the
"Warrant Agent"), but only subject to the conditions set forth herein and
in that certain Warrant Agreement between the Company and the Warrant Agent
(the "Warrant Agreement").  The Exercise Price and the number of Common
Shares purchasable upon exercise of each Warrant are subject to adjustments
upon the occurrence of certain events described in the Warrant Agreement.
Reference hereby is made to the provisions on the reverse side of this
Warrant Certificate and to the provisions in the Warrant Agreement, all of
which provisions are incorporated herein by this reference and made a part
of this Warrant Certificate as though fully set out herein.


Upon due presentment for transfer of this Warrant Certificate at the office
of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing, in the aggregate, a like number of Warrants,
subject to any adjustments made in accordance with the provisions of the
Warrant Agreement, shall be issued to the transferee in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, upon payment of a transfer fee by the Warrantholder per Warrant
Certificate and any tax or governmental charge imposed in connection with
such transfer.


The holder of the Warrants evidenced by this Warrant Certificate may
exercise all or any whole number of such Warrants during the period and in
the manner stated hereon.  The Exercise Price payable in lawful money of
the United States of America and in cash or by certified or bank cashier's
check or bank draft payable to the order of the Company.  If, upon exercise
of any Warrants evidenced by this Warrant Certificate, the number of
Warrants exercised shall be less than the total number of Warrants so
evidenced, there shall be issued to the Warrantholder a new Warrant
Certificate evidencing the number of Warrants not so exercised.


No Warrant may be exercised after 5:00 p.m., Central Time, on the
Expiration Date and any Warrant not exercised by such time shall become
void, unless extended by the Company.


This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.


IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
signed by its President and its Secretary, each by a facsimile of his
signature, and has caused a facsimile of its corporate seal to be imprinted
hereon.


Dated:


USURF AMERICA, INC.
                                           COUNTERSIGNED & REGISTERED:
                                           SECURITIES TRANSFER CORPORATION
                                           P.O. Box 701629
                                           Dallas, TX 75370


Secretary                             President
                                           By:
                                           Authorized Signature



                       USURF AMERICA, INC.
         TRANSFER FEE:  $__________ PER CERTIFICATE


The following abbreviations, when used in the inscription of the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM -       as tenants in common    UNIF GIFT MIN ACT - Custodian
TEN ENT -       as tenants by the             entireties
_______________________________
JT TEN -        as joint tenants
            with right of               (custodian)          (minor)
                survivorship and not as  Custodian under Uniform
            tenants in common        Gifts to Minors Act
                tenantsin common        ____________________________________
                                         (state)


Additional abbreviations may also be used though not in the above list.


        FORM OF ASSIGNMENT
        To Be Executed by the Registered Holder if He
        Desires to Assign Warrants Evidenced by the Within Warrant Certificate


FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
Warrants, evidenced by the within Warrant Certificate, and does hereby
irrevocably constitute and appoint
_____________________________________________ Attorney to transfer the said
Warrants, evidenced by the within Warrant Certificate on the books of the
Company, with full power of substitution.


Dated:                                          X
                                                                Signature


NOTICE:  The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.


Signature Guaranteed:


        FORM OF ELECTION TO PURCHASE
        To be Executed by the Holder if He Desires to Exercise Warrants
        Evidenced by the Within Warrant Certificate


TO: USURF AMERICA, INC.


The undersigned hereby irrevocably elects to exercise ______________
Warrants evidenced by the within Warrant Certificate for, and to purchase
thereunder, __________________ full shares of Common Stock issuable upon
exercise of said Warrants and delivery of $_____________ and any applicable
taxes.  The undersigned requests that certificates for such shares be
issued in the name of:


                                              PLEASE INSERT SOCIAL SECURITY
   (Please print name and address)      OR TAX IDENTIFICATION NUMBER





If said number of Warrants shall not be all the Warrants evidenced by the
within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name
of and delivered to:

                                        (Please print name and address)



Dated:                                                  X


NOTICE:  The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, or if signed by any
other person the Form of Assignment hereon must be duly executed and if the
certificate representing the shares or any Warrant Certificate representing
Warrants not exercised is to be registered in a name other than in which
the within Warrant Certificate is registered, the signature of the holder
hereof must be guaranteed.


Signature Guaranteed:


SIGNATURE MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTY.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>24
<FILENAME>0024.txt
<TEXT>



--------------
EXHIBIT 10.100
--------------


                       SETTLEMENT AGREEMENT


THIS SETTLEMENT AGREEMENT ("Agreement") is entered into this 29th day of
November, 2000 by and between CTC Telecom, lnc., an Idaho corporation
("CTC"), Cyberhighway, Inc., an Idaho corporation ("Cyberhighway") and
USURF America, Inc., a Nevada corporation ("USURF"). CTC, Cyberhighway, and
USURF may be referred to individually as a "Party" or collectively as the
"Parties."


                                RECITALS


A.  On September 29, 2000, CTC, Hawkins-Smith, and Pro People Staffing,
Inc. (together with the parties referenced in Recital B, collectively
referenced as "Petitioners") filed an involuntary bankruptcy petition
against Cyberhighway, Inc. under 11 U.S.C. 303 ("Petition") in the United
States Bankruptcy Court, District of Idaho ("Court"). The Petition is
referred to in the Court records as Case No. 00-02454-JDP.


B.  On October 18, 2000, KTVB-NBC Idaho's NewsChanne17 and Arcom joined the
action as additional Petitioners under 11 U.S.C. 303(c).


C.  Cyberhighway has contested the Petition by filing a Motion to Dismiss
and Motion to require a Bond on October 23, 2000 in the Bankruptcy Court.
Cyberhighway has further made allegations of bad faith against CTC and the
Petitioners.


D.  The Parties desire to avoid the expense of further litigation and are
willing to resolve this matter on the terms and conditions contained herein.


                                                   AGREEMENT


In consideration of the above recitals, which are incorporated herein, and
the covenants contained in this Agreement, the Parties agree as follows:


I.  Condition Precedent. This Agreement shall not be effective until
executed by all Parties and until all Petitioners have consented in writing
to withdraw the Petition.


2.  ~ovenants of CTC.


2(a).  CTC will withdraw its Petition and will move the Court to hold a
hearing to dismiss the Petition under 11 U.S.C. 303(j)(2). CTC will also
draft and file with the Court a Motion to Dismiss and a proposed Order
indicating that the Petitioners, Cyberhighway and USURF consent to the
dismissal of the Petition and request that the Court dismiss the Petition.


2(b ).  CTC will request all other Petitioners to consent to the dismissal
of the Petition. Notwithstanding the foregoing, CTC has no obligation to
procure the consent of the other Petitioners, who are independent entities
and who will or will not consent on their own volition.


3.  Covenants of Cyberhighway and USURF.


3(a).  Cyberhighway and USURF consent to the withdrawal and dismissal of
the Petition under 11 U.S.C. 303(j)(2).


3(b ).  Cyberhighway will draft and submit a notice to all creditors of
Cyberhighway, informing them of the proposed dismissal, which notice shall
comply with 11 U.S.C. 303(j). A copy of the Agreement will be provided by
Cyberhighway to any creditor of Cyberhighway that requests it.


3(c).  Cyberhighway and USURF waive and release any and all rights to
pursue or obtain a judgment related in any way to the filing of the
Petition, including but not limited to any right under 11 U.S.C. 303 and
its subsections.  By way of notice to creditors, the Agreement does not
provide for payment of money by Cyberhighway and/or USURF to any of the
Petitioners.


3(d).  Cyberhighway and USURF will not pursue any claims, including but not
limited to bad faith claims and claims under Bankruptcy Rule 9011, it may
or may not have against CTC, Givens Pursley LLP or its attorneys or the
Petitioners.


4.  Public Statements.  Cyberhighway, USURF , and CTC, including their
shareholders, officers, directors, attorneys, employees, agents, and
representatives, covenant not to release publically, except as mandated by
law or regulation, and will not allow or suffer any public release of any
information regarding this Agreement, the filing of the Petition, or the
dismissal of the Petition without the prior written approval of each other.
A breach of this covenant shall entitle the non-breaching party to damages
in the amount of $20,000, the Parties hereby agreeing that such damages are
a reasonable forecast of the harm that may be caused by such a breach.


It is further understood that it will be necessary to disclose the terms of
this Agreement to the court as part of the joint dismissal process and to
any creditor of Cyberhighway that requests disclosure of the Agreement.
This necessary disclosure shall not be deemed a violation of this provision.


5.  Corporate Authority. Each individual executing this Agreement on behalf
of an entity represents and warrants that such individual is duly
authorized to execute and deliver this Agreement on behalf of said entity
in accordance with duly adopted organizational documents or agreements and
a resolution of the entity, and that this Agreement is binding upon said
entity in accordance with its terms. Cyberhighway and USURF will deliver to
CTC a certified copy of proof of such authority of each entity authorizing
the execution of this Agreement.


6.  Dismissal of Petition without Prejudice. The Parties agree that the
dismissal of the Petition, as contemplated by this Agreement, does not
preclude the Petitioners from filing a separate involuntary petition under
11 U.S.C. 303 nor does it preclude the Petitioners from pursuing any
other remedy available at law or equity against Cyberhighway or USURF.


7.  Comprehensive Release of Claims Between Cyberhighway, USURF, and CTC.


7(a).  Release of Claims Between Cyberhighway, USURF and CTC.  Cyberhighway
and USURF, on behalf of themselves and their respective successors,
assigns. parents. affiliates. shareholders, members, officers, directors,
partners, employees, agents, attorneys, and representatives, hereby
unconditionally release and discharge the Petitioners and their successors,
assigns, parents, affiliates, shareholders, members, officers, directorst
partners. employees, agents. attorneys, and representatives from any and
all liabilities, indebtedness claims, defenses, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, controversies,
debts, costs, expenses, damages, judgments. orders, and obligations of
whatever kind or nature in law, equity or otherwise, whether now known or
unknown, whether suspected or unsuspected and whether concealed or hidden,
that Cyberhighway or USURF now own, hold or have at any time heretofore
owned or held, or causes of action of any kind whatsoever that Cyberhighway
or USURF might otherwise have against the Petitioner CTC.


Cyberhigbway and USURF further covenant that no other party has interest
in, nor has Cyberhighway or USURF assigned or otherwise transferred any
interest in any claim or claims which may have been created by the filing
of this Petition. In the event Cyberhighway or USURF breach this covenant,
Cyberhighway and USURF agree to indemnify, defend, and hold harmless CTC
and the Petitioners from any and all liabilities, claims, demands,
obligations, damages, costs, expenses and attorneys' fees as a result of
anyone asserting such interest, assignment, or transfer.


CTC, on behalf of itself and its successors, assigns, parents, affiliates,
shareholders, members, officers, directors, partners. employees, agents,
attorneys and representatives, hereby unconditionally release and discharge
Cyberhighway and USURF and their successors, assigns, parents, affiliates,
shareholders, members, officers, directors, partners, employees, agents,
attorneys, and representatives, from any and all liabilities, indebtedness,
claims, defenses, demands. liens, agreements, contracts, covenants, actions
suits, causes of action, controversies, debts, costs, expenses, damages,
judgments, orders, and obligations of whatever kind or nature in law,
equity, or otherwise, whether now known or unknown, whether suspected or
unsuspected and wether concealed or hidden, that CTC now owns, holds, or
has at any time heretofore owned or held or causes of action of any kind
whatsoever that might otherwise have against Cyberhighway or USURF.


CTC further covenants that no other party has interest in, nor has CTC
assigned or otherwise transferred any interest in any claim or claims which
may have been created by the filing of this Petition. In the event CTC
breaches this covenant, CTC agrees to indemnify, defend and hold harmless
Cyberhighway and USURF and the Petitioners from any and all liabilities,
claims, demands, obligations, damages, costs, expenses and attorneys' fees
as a result of anyone asserting such interest, assignment, or transfer.


7(b ).  Release of Claims Between Cyberhighway, USURF, and the Other
Petitioner's.  Cyberhighway and USURF, on behalf of themselves and their
respective successors, assigns, parents, affiliates, shareholders, members,
officers, directors, partners, employees, agents, attorneys, and
representatives, from any and all liabilities, indebtedness, claims,
defenses, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, controversies, debts, costs, expenses. damages,
judgments, orders and obligations of whatever kind or nature in law,
equity, or otherwise, whether now known or unknown, whether suspected or
unsuspected, and whether concealed or hidden, that Cyberhighway or USURF
now own hold, or have at any time heretofore owned or held, or causes of
action of any kind whatsoever that Cyberhighway or USURF might otherwise
have against the Petitioners Hawkins-Smith, Pro People Staffmg, Inc.,
KTVB-NBC Idaho's NewsChanne11 and Arcom (hereafter "Other Petitioners") on
account of or following from or in any way related to the Petition.


Cyberhighway and USURF further covenant that no other party has an interest
in, nor has Cyberhigbway or USURF assigned or otherwise transferred any
interest in any claim or claims which may have been created by the filing
of this Petition.  In the event Cyberhighway or USURF breach this covenant,
Cyberhighway and USURF agree to indemnify, defend, and hold hannless the
Other Petitioners from any and all liabilities, claims, demands,
obligations, damages, costs, expenses and attorneys' fees as a result of
anyone asserting such interest, assignment, or transfer.


8.  Waiver.  Cyberhighway and USURF agree to assume the risk of any and all
unknown, unanticipated, or misunderstood claims, causes of action,
contracts, liabilities, indebtedness, or obligations that are released by
this Agreement in favor of the Petitioners, and hereby waive and release
all rights and benefits that they might otherwise have with regard to the
release of such unknown, unanticipated, or misunderstood claims, causes of
action, liabilities, indebtedness, and obligations. Similarly, to the
extent if any that such laws may be applicable, Cyberhighway and USURF
waive the benefit of and release the Petitioners from liability in
connection with any other law that might limit or restrict the
effectiveness or scope of any of the waivers or releases under this Agreement.


9.  Retained Claims.  Notwithstanding any other provision in this
Agreement, the Other Petitioners retain any and all rights and claims they
may have against Cyberhighway and/or USURF and may pursue any remedies
available to enforce those rights or claims.


10.  Attorneys Fees and Costs. Each Party hereto will bear its own
attorneys' fees and costs arising out of or related to the Petition and
this Agreement and no claim shall be made therefor. Petitioners shall not
be obligated to pay any of the attorneys' fees incurred by the shareholders
of either Cyberhighway or USURF, if any.


11.  Miscellaneous.


11.1.  No Admission. This Agreement is a compromise of the dispute over the
Petition and shall not be treated as an admission that the Petition was
filed in bad faith.




11.2.  Entire Agreement. This Agreement, together with the Motion to
Dismiss, the proposed Order of Dismissal. and the Notice to Creditors,
constitute the entire agreement between the Parties and supersedes all
prior agreements and understanding of the Parties; there are no warranties,
representations or other agreements between the Parties except as expressly
set forth herein. No supplementation, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by the Party
to be bound thereby. The Parties hereto may amend or modify this Agreement
in such manner that may be agreed upon by written documents executed by
such Parties.


11.3.  Further Assurances. In addition to the covenants and promises set
forth in this Agreement, each Party agrees to promptly perform, execute
and/or deliver or cause to be performed or executed any and all such
further acts, documents and assurances as may be reasonably required to
carry out the purposes of this Agreement, including but not limited to
participation in the hearing required by 11 U.S.C. 303(j).


11.4.  Severability.  If any term or provision of this Agreement shall, to
any extent be determined by a court of competent jurisdiction to be invalid
or unenforceable and such terms may not be modified or cured, the remainder
of this Agreement shall not be effected thereby, and each term and
provision of this Agreement shall be valid and be enforceable to the
fullest extent permitted by law; and it is the intention of the Parties
that if any provision of this Agreement is capable of two constructions,
one of which would render the provision void and the other of which would
render the provision valid, the provision shall have the meaning which
renders it valid.


11.5.  Attorneys' Fees. In the event of any controversy, claim or action
being filed or instituted between the Parties, or the shareholders of the
Parties, to enforce the terms and conditions of this Agreement, or arising
from the breach of any provision hereof, the prevailing party shall be
entitled to all costs, damages and expenses, including reasonable
attorneys' fees through all levels of action (including bankruptcy or
appellate proceedings), incurred by the prevailing party, whether or not
such controversy or claim is litigated or prosecuted to judgment. The
prevailing party will be that party who is awarded judgment as a result of
trial or arbitration or who receives a payment of money or other concession
or agreements from the other party in settlement of claims asserted by that
party.


11.6.  Exhibits and Recitals. All recitaIs to this Agreement and any
exhibits attached hereto are incorporated herein by this reference as if
set forth in full. However. in the event of any conflict between such
recitals and/or exhibits and the text of this Agreement, this Agreement
shall control.


11.7.  Counterparts and Fax signatures. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of a signature page to this Agreement
by facsimile transmission shall be as effective as delivery of an original
signed copy.


11.8.  Interpretation. The Parties acknowledge that all Parties to this
Agreement are represented by counsel and agree this Agreement shall not be
construed against the drafting party.


IN WI1NESS WHEREOF, the undersigned have executed this Agreement effective
on the day and year first written above.


CTC:                         CTC TELECOM, INC., an Idaho corporation


                                  By: /s/
                                  Its:


CYBERHIGHWAY:    CYBERHIGHWAY, INC., an Idaho corporation


                                  By:/s/
                                  Its:


USURF:                     USURF AMERICA, INC., a Nevada corporation


                                  By: /s/
                                  Its:


The undersigned counsel have approved the form of this Settlement Agreement.



Counsel for CTC;                            Counsel for Cyberhighway and
USURF:



/s/                                                    /s/
Kelly Greene McConnell                 Patrick McGrew
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>25
<FILENAME>0025.txt
<TEXT>



--------------
EXHIBIT 10.100
--------------


                       SETTLEMENT AGREEMENT


THIS SETTLEMENT AGREEMENT ("Agreement") is entered into this 29th day of
November, 2000 by and between CTC Telecom, lnc., an Idaho corporation
("CTC"), Cyberhighway, Inc., an Idaho corporation ("Cyberhighway") and
USURF America, Inc., a Nevada corporation ("USURF"). CTC, Cyberhighway, and
USURF may be referred to individually as a "Party" or collectively as the
"Parties."


                                RECITALS


A.  On September 29, 2000, CTC, Hawkins-Smith, and Pro People Staffing,
Inc. (together with the parties referenced in Recital B, collectively
referenced as "Petitioners") filed an involuntary bankruptcy petition
against Cyberhighway, Inc. under 11 U.S.C. 303 ("Petition") in the United
States Bankruptcy Court, District of Idaho ("Court"). The Petition is
referred to in the Court records as Case No. 00-02454-JDP.


B.  On October 18, 2000, KTVB-NBC Idaho's NewsChanne17 and Arcom joined the
action as additional Petitioners under 11 U.S.C. 303(c).


C.  Cyberhighway has contested the Petition by filing a Motion to Dismiss
and Motion to require a Bond on October 23, 2000 in the Bankruptcy Court.
Cyberhighway has further made allegations of bad faith against CTC and the
Petitioners.


D.  The Parties desire to avoid the expense of further litigation and are
willing to resolve this matter on the terms and conditions contained herein.


                                                   AGREEMENT


In consideration of the above recitals, which are incorporated herein, and
the covenants contained in this Agreement, the Parties agree as follows:


I.  Condition Precedent. This Agreement shall not be effective until
executed by all Parties and until all Petitioners have consented in writing
to withdraw the Petition.


2.  ~ovenants of CTC.


2(a).  CTC will withdraw its Petition and will move the Court to hold a
hearing to dismiss the Petition under 11 U.S.C. 303(j)(2). CTC will also
draft and file with the Court a Motion to Dismiss and a proposed Order
indicating that the Petitioners, Cyberhighway and USURF consent to the
dismissal of the Petition and request that the Court dismiss the Petition.


2(b ).  CTC will request all other Petitioners to consent to the dismissal
of the Petition. Notwithstanding the foregoing, CTC has no obligation to
procure the consent of the other Petitioners, who are independent entities
and who will or will not consent on their own volition.


3.  Covenants of Cyberhighway and USURF.


3(a).  Cyberhighway and USURF consent to the withdrawal and dismissal of
the Petition under 11 U.S.C. 303(j)(2).


3(b ).  Cyberhighway will draft and submit a notice to all creditors of
Cyberhighway, informing them of the proposed dismissal, which notice shall
comply with 11 U.S.C. 303(j). A copy of the Agreement will be provided by
Cyberhighway to any creditor of Cyberhighway that requests it.


3(c).  Cyberhighway and USURF waive and release any and all rights to
pursue or obtain a judgment related in any way to the filing of the
Petition, including but not limited to any right under 11 U.S.C. 303 and
its subsections.  By way of notice to creditors, the Agreement does not
provide for payment of money by Cyberhighway and/or USURF to any of the
Petitioners.


3(d).  Cyberhighway and USURF will not pursue any claims, including but not
limited to bad faith claims and claims under Bankruptcy Rule 9011, it may
or may not have against CTC, Givens Pursley LLP or its attorneys or the
Petitioners.


4.  Public Statements.  Cyberhighway, USURF , and CTC, including their
shareholders, officers, directors, attorneys, employees, agents, and
representatives, covenant not to release publically, except as mandated by
law or regulation, and will not allow or suffer any public release of any
information regarding this Agreement, the filing of the Petition, or the
dismissal of the Petition without the prior written approval of each other.
A breach of this covenant shall entitle the non-breaching party to damages
in the amount of $20,000, the Parties hereby agreeing that such damages are
a reasonable forecast of the harm that may be caused by such a breach.


It is further understood that it will be necessary to disclose the terms of
this Agreement to the court as part of the joint dismissal process and to
any creditor of Cyberhighway that requests disclosure of the Agreement.
This necessary disclosure shall not be deemed a violation of this provision.


5.  Corporate Authority. Each individual executing this Agreement on behalf
of an entity represents and warrants that such individual is duly
authorized to execute and deliver this Agreement on behalf of said entity
in accordance with duly adopted organizational documents or agreements and
a resolution of the entity, and that this Agreement is binding upon said
entity in accordance with its terms. Cyberhighway and USURF will deliver to
CTC a certified copy of proof of such authority of each entity authorizing
the execution of this Agreement.


6.  Dismissal of Petition without Prejudice. The Parties agree that the
dismissal of the Petition, as contemplated by this Agreement, does not
preclude the Petitioners from filing a separate involuntary petition under
11 U.S.C. 303 nor does it preclude the Petitioners from pursuing any
other remedy available at law or equity against Cyberhighway or USURF.


7.  Comprehensive Release of Claims Between Cyberhighway, USURF, and CTC.


7(a).  Release of Claims Between Cyberhighway, USURF and CTC.  Cyberhighway
and USURF, on behalf of themselves and their respective successors,
assigns. parents. affiliates. shareholders, members, officers, directors,
partners, employees, agents, attorneys, and representatives, hereby
unconditionally release and discharge the Petitioners and their successors,
assigns, parents, affiliates, shareholders, members, officers, directorst
partners. employees, agents. attorneys, and representatives from any and
all liabilities, indebtedness claims, defenses, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, controversies,
debts, costs, expenses, damages, judgments. orders, and obligations of
whatever kind or nature in law, equity or otherwise, whether now known or
unknown, whether suspected or unsuspected and whether concealed or hidden,
that Cyberhighway or USURF now own, hold or have at any time heretofore
owned or held, or causes of action of any kind whatsoever that Cyberhighway
or USURF might otherwise have against the Petitioner CTC.


Cyberhigbway and USURF further covenant that no other party has interest
in, nor has Cyberhighway or USURF assigned or otherwise transferred any
interest in any claim or claims which may have been created by the filing
of this Petition. In the event Cyberhighway or USURF breach this covenant,
Cyberhighway and USURF agree to indemnify, defend, and hold harmless CTC
and the Petitioners from any and all liabilities, claims, demands,
obligations, damages, costs, expenses and attorneys' fees as a result of
anyone asserting such interest, assignment, or transfer.


CTC, on behalf of itself and its successors, assigns, parents, affiliates,
shareholders, members, officers, directors, partners. employees, agents,
attorneys and representatives, hereby unconditionally release and discharge
Cyberhighway and USURF and their successors, assigns, parents, affiliates,
shareholders, members, officers, directors, partners, employees, agents,
attorneys, and representatives, from any and all liabilities, indebtedness,
claims, defenses, demands. liens, agreements, contracts, covenants, actions
suits, causes of action, controversies, debts, costs, expenses, damages,
judgments, orders, and obligations of whatever kind or nature in law,
equity, or otherwise, whether now known or unknown, whether suspected or
unsuspected and wether concealed or hidden, that CTC now owns, holds, or
has at any time heretofore owned or held or causes of action of any kind
whatsoever that might otherwise have against Cyberhighway or USURF.


CTC further covenants that no other party has interest in, nor has CTC
assigned or otherwise transferred any interest in any claim or claims which
may have been created by the filing of this Petition. In the event CTC
breaches this covenant, CTC agrees to indemnify, defend and hold harmless
Cyberhighway and USURF and the Petitioners from any and all liabilities,
claims, demands, obligations, damages, costs, expenses and attorneys' fees
as a result of anyone asserting such interest, assignment, or transfer.


7(b ).  Release of Claims Between Cyberhighway, USURF, and the Other
Petitioner's.  Cyberhighway and USURF, on behalf of themselves and their
respective successors, assigns, parents, affiliates, shareholders, members,
officers, directors, partners, employees, agents, attorneys, and
representatives, from any and all liabilities, indebtedness, claims,
defenses, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, controversies, debts, costs, expenses. damages,
judgments, orders and obligations of whatever kind or nature in law,
equity, or otherwise, whether now known or unknown, whether suspected or
unsuspected, and whether concealed or hidden, that Cyberhighway or USURF
now own hold, or have at any time heretofore owned or held, or causes of
action of any kind whatsoever that Cyberhighway or USURF might otherwise
have against the Petitioners Hawkins-Smith, Pro People Staffmg, Inc.,
KTVB-NBC Idaho's NewsChanne11 and Arcom (hereafter "Other Petitioners") on
account of or following from or in any way related to the Petition.


Cyberhighway and USURF further covenant that no other party has an interest
in, nor has Cyberhigbway or USURF assigned or otherwise transferred any
interest in any claim or claims which may have been created by the filing
of this Petition.  In the event Cyberhighway or USURF breach this covenant,
Cyberhighway and USURF agree to indemnify, defend, and hold hannless the
Other Petitioners from any and all liabilities, claims, demands,
obligations, damages, costs, expenses and attorneys' fees as a result of
anyone asserting such interest, assignment, or transfer.


8.  Waiver.  Cyberhighway and USURF agree to assume the risk of any and all
unknown, unanticipated, or misunderstood claims, causes of action,
contracts, liabilities, indebtedness, or obligations that are released by
this Agreement in favor of the Petitioners, and hereby waive and release
all rights and benefits that they might otherwise have with regard to the
release of such unknown, unanticipated, or misunderstood claims, causes of
action, liabilities, indebtedness, and obligations. Similarly, to the
extent if any that such laws may be applicable, Cyberhighway and USURF
waive the benefit of and release the Petitioners from liability in
connection with any other law that might limit or restrict the
effectiveness or scope of any of the waivers or releases under this Agreement.


9.  Retained Claims.  Notwithstanding any other provision in this
Agreement, the Other Petitioners retain any and all rights and claims they
may have against Cyberhighway and/or USURF and may pursue any remedies
available to enforce those rights or claims.


10.  Attorneys Fees and Costs. Each Party hereto will bear its own
attorneys' fees and costs arising out of or related to the Petition and
this Agreement and no claim shall be made therefor. Petitioners shall not
be obligated to pay any of the attorneys' fees incurred by the shareholders
of either Cyberhighway or USURF, if any.


11.  Miscellaneous.


11.1.  No Admission. This Agreement is a compromise of the dispute over the
Petition and shall not be treated as an admission that the Petition was
filed in bad faith.




11.2.  Entire Agreement. This Agreement, together with the Motion to
Dismiss, the proposed Order of Dismissal. and the Notice to Creditors,
constitute the entire agreement between the Parties and supersedes all
prior agreements and understanding of the Parties; there are no warranties,
representations or other agreements between the Parties except as expressly
set forth herein. No supplementation, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by the Party
to be bound thereby. The Parties hereto may amend or modify this Agreement
in such manner that may be agreed upon by written documents executed by
such Parties.


11.3.  Further Assurances. In addition to the covenants and promises set
forth in this Agreement, each Party agrees to promptly perform, execute
and/or deliver or cause to be performed or executed any and all such
further acts, documents and assurances as may be reasonably required to
carry out the purposes of this Agreement, including but not limited to
participation in the hearing required by 11 U.S.C. 303(j).


11.4.  Severability.  If any term or provision of this Agreement shall, to
any extent be determined by a court of competent jurisdiction to be invalid
or unenforceable and such terms may not be modified or cured, the remainder
of this Agreement shall not be effected thereby, and each term and
provision of this Agreement shall be valid and be enforceable to the
fullest extent permitted by law; and it is the intention of the Parties
that if any provision of this Agreement is capable of two constructions,
one of which would render the provision void and the other of which would
render the provision valid, the provision shall have the meaning which
renders it valid.


11.5.  Attorneys' Fees. In the event of any controversy, claim or action
being filed or instituted between the Parties, or the shareholders of the
Parties, to enforce the terms and conditions of this Agreement, or arising
from the breach of any provision hereof, the prevailing party shall be
entitled to all costs, damages and expenses, including reasonable
attorneys' fees through all levels of action (including bankruptcy or
appellate proceedings), incurred by the prevailing party, whether or not
such controversy or claim is litigated or prosecuted to judgment. The
prevailing party will be that party who is awarded judgment as a result of
trial or arbitration or who receives a payment of money or other concession
or agreements from the other party in settlement of claims asserted by that
party.


11.6.  Exhibits and Recitals. All recitaIs to this Agreement and any
exhibits attached hereto are incorporated herein by this reference as if
set forth in full. However. in the event of any conflict between such
recitals and/or exhibits and the text of this Agreement, this Agreement
shall control.


11.7.  Counterparts and Fax signatures. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of a signature page to this Agreement
by facsimile transmission shall be as effective as delivery of an original
signed copy.


11.8.  Interpretation. The Parties acknowledge that all Parties to this
Agreement are represented by counsel and agree this Agreement shall not be
construed against the drafting party.


IN WI1NESS WHEREOF, the undersigned have executed this Agreement effective
on the day and year first written above.


CTC:                         CTC TELECOM, INC., an Idaho corporation


                                  By: /s/
                                  Its:


CYBERHIGHWAY:    CYBERHIGHWAY, INC., an Idaho corporation


                                  By:/s/
                                  Its:


USURF:                     USURF AMERICA, INC., a Nevada corporation


                                  By: /s/
                                  Its:


The undersigned counsel have approved the form of this Settlement Agreement.



Counsel for CTC;                            Counsel for Cyberhighway and
USURF:



/s/                                                    /s/
Kelly Greene McConnell                 Patrick McGrew
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>26
<FILENAME>0026.txt
<TEXT>



--------------
EXHIBIT 10.100
--------------


                       SETTLEMENT AGREEMENT


THIS SETTLEMENT AGREEMENT ("Agreement") is entered into this 29th day of
November, 2000 by and between CTC Telecom, lnc., an Idaho corporation
("CTC"), Cyberhighway, Inc., an Idaho corporation ("Cyberhighway") and
USURF America, Inc., a Nevada corporation ("USURF"). CTC, Cyberhighway, and
USURF may be referred to individually as a "Party" or collectively as the
"Parties."


                                RECITALS


A.  On September 29, 2000, CTC, Hawkins-Smith, and Pro People Staffing,
Inc. (together with the parties referenced in Recital B, collectively
referenced as "Petitioners") filed an involuntary bankruptcy petition
against Cyberhighway, Inc. under 11 U.S.C. 303 ("Petition") in the United
States Bankruptcy Court, District of Idaho ("Court"). The Petition is
referred to in the Court records as Case No. 00-02454-JDP.


B.  On October 18, 2000, KTVB-NBC Idaho's NewsChanne17 and Arcom joined the
action as additional Petitioners under 11 U.S.C. 303(c).


C.  Cyberhighway has contested the Petition by filing a Motion to Dismiss
and Motion to require a Bond on October 23, 2000 in the Bankruptcy Court.
Cyberhighway has further made allegations of bad faith against CTC and the
Petitioners.


D.  The Parties desire to avoid the expense of further litigation and are
willing to resolve this matter on the terms and conditions contained herein.


                                                   AGREEMENT


In consideration of the above recitals, which are incorporated herein, and
the covenants contained in this Agreement, the Parties agree as follows:


I.  Condition Precedent. This Agreement shall not be effective until
executed by all Parties and until all Petitioners have consented in writing
to withdraw the Petition.


2.  ~ovenants of CTC.


2(a).  CTC will withdraw its Petition and will move the Court to hold a
hearing to dismiss the Petition under 11 U.S.C. 303(j)(2). CTC will also
draft and file with the Court a Motion to Dismiss and a proposed Order
indicating that the Petitioners, Cyberhighway and USURF consent to the
dismissal of the Petition and request that the Court dismiss the Petition.


2(b ).  CTC will request all other Petitioners to consent to the dismissal
of the Petition. Notwithstanding the foregoing, CTC has no obligation to
procure the consent of the other Petitioners, who are independent entities
and who will or will not consent on their own volition.


3.  Covenants of Cyberhighway and USURF.


3(a).  Cyberhighway and USURF consent to the withdrawal and dismissal of
the Petition under 11 U.S.C. 303(j)(2).


3(b ).  Cyberhighway will draft and submit a notice to all creditors of
Cyberhighway, informing them of the proposed dismissal, which notice shall
comply with 11 U.S.C. 303(j). A copy of the Agreement will be provided by
Cyberhighway to any creditor of Cyberhighway that requests it.


3(c).  Cyberhighway and USURF waive and release any and all rights to
pursue or obtain a judgment related in any way to the filing of the
Petition, including but not limited to any right under 11 U.S.C. 303 and
its subsections.  By way of notice to creditors, the Agreement does not
provide for payment of money by Cyberhighway and/or USURF to any of the
Petitioners.


3(d).  Cyberhighway and USURF will not pursue any claims, including but not
limited to bad faith claims and claims under Bankruptcy Rule 9011, it may
or may not have against CTC, Givens Pursley LLP or its attorneys or the
Petitioners.


4.  Public Statements.  Cyberhighway, USURF , and CTC, including their
shareholders, officers, directors, attorneys, employees, agents, and
representatives, covenant not to release publically, except as mandated by
law or regulation, and will not allow or suffer any public release of any
information regarding this Agreement, the filing of the Petition, or the
dismissal of the Petition without the prior written approval of each other.
A breach of this covenant shall entitle the non-breaching party to damages
in the amount of $20,000, the Parties hereby agreeing that such damages are
a reasonable forecast of the harm that may be caused by such a breach.


It is further understood that it will be necessary to disclose the terms of
this Agreement to the court as part of the joint dismissal process and to
any creditor of Cyberhighway that requests disclosure of the Agreement.
This necessary disclosure shall not be deemed a violation of this provision.


5.  Corporate Authority. Each individual executing this Agreement on behalf
of an entity represents and warrants that such individual is duly
authorized to execute and deliver this Agreement on behalf of said entity
in accordance with duly adopted organizational documents or agreements and
a resolution of the entity, and that this Agreement is binding upon said
entity in accordance with its terms. Cyberhighway and USURF will deliver to
CTC a certified copy of proof of such authority of each entity authorizing
the execution of this Agreement.


6.  Dismissal of Petition without Prejudice. The Parties agree that the
dismissal of the Petition, as contemplated by this Agreement, does not
preclude the Petitioners from filing a separate involuntary petition under
11 U.S.C. 303 nor does it preclude the Petitioners from pursuing any
other remedy available at law or equity against Cyberhighway or USURF.


7.  Comprehensive Release of Claims Between Cyberhighway, USURF, and CTC.


7(a).  Release of Claims Between Cyberhighway, USURF and CTC.  Cyberhighway
and USURF, on behalf of themselves and their respective successors,
assigns. parents. affiliates. shareholders, members, officers, directors,
partners, employees, agents, attorneys, and representatives, hereby
unconditionally release and discharge the Petitioners and their successors,
assigns, parents, affiliates, shareholders, members, officers, directorst
partners. employees, agents. attorneys, and representatives from any and
all liabilities, indebtedness claims, defenses, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, controversies,
debts, costs, expenses, damages, judgments. orders, and obligations of
whatever kind or nature in law, equity or otherwise, whether now known or
unknown, whether suspected or unsuspected and whether concealed or hidden,
that Cyberhighway or USURF now own, hold or have at any time heretofore
owned or held, or causes of action of any kind whatsoever that Cyberhighway
or USURF might otherwise have against the Petitioner CTC.


Cyberhigbway and USURF further covenant that no other party has interest
in, nor has Cyberhighway or USURF assigned or otherwise transferred any
interest in any claim or claims which may have been created by the filing
of this Petition. In the event Cyberhighway or USURF breach this covenant,
Cyberhighway and USURF agree to indemnify, defend, and hold harmless CTC
and the Petitioners from any and all liabilities, claims, demands,
obligations, damages, costs, expenses and attorneys' fees as a result of
anyone asserting such interest, assignment, or transfer.


CTC, on behalf of itself and its successors, assigns, parents, affiliates,
shareholders, members, officers, directors, partners. employees, agents,
attorneys and representatives, hereby unconditionally release and discharge
Cyberhighway and USURF and their successors, assigns, parents, affiliates,
shareholders, members, officers, directors, partners, employees, agents,
attorneys, and representatives, from any and all liabilities, indebtedness,
claims, defenses, demands. liens, agreements, contracts, covenants, actions
suits, causes of action, controversies, debts, costs, expenses, damages,
judgments, orders, and obligations of whatever kind or nature in law,
equity, or otherwise, whether now known or unknown, whether suspected or
unsuspected and wether concealed or hidden, that CTC now owns, holds, or
has at any time heretofore owned or held or causes of action of any kind
whatsoever that might otherwise have against Cyberhighway or USURF.


CTC further covenants that no other party has interest in, nor has CTC
assigned or otherwise transferred any interest in any claim or claims which
may have been created by the filing of this Petition. In the event CTC
breaches this covenant, CTC agrees to indemnify, defend and hold harmless
Cyberhighway and USURF and the Petitioners from any and all liabilities,
claims, demands, obligations, damages, costs, expenses and attorneys' fees
as a result of anyone asserting such interest, assignment, or transfer.


7(b ).  Release of Claims Between Cyberhighway, USURF, and the Other
Petitioner's.  Cyberhighway and USURF, on behalf of themselves and their
respective successors, assigns, parents, affiliates, shareholders, members,
officers, directors, partners, employees, agents, attorneys, and
representatives, from any and all liabilities, indebtedness, claims,
defenses, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, controversies, debts, costs, expenses. damages,
judgments, orders and obligations of whatever kind or nature in law,
equity, or otherwise, whether now known or unknown, whether suspected or
unsuspected, and whether concealed or hidden, that Cyberhighway or USURF
now own hold, or have at any time heretofore owned or held, or causes of
action of any kind whatsoever that Cyberhighway or USURF might otherwise
have against the Petitioners Hawkins-Smith, Pro People Staffmg, Inc.,
KTVB-NBC Idaho's NewsChanne11 and Arcom (hereafter "Other Petitioners") on
account of or following from or in any way related to the Petition.


Cyberhighway and USURF further covenant that no other party has an interest
in, nor has Cyberhigbway or USURF assigned or otherwise transferred any
interest in any claim or claims which may have been created by the filing
of this Petition.  In the event Cyberhighway or USURF breach this covenant,
Cyberhighway and USURF agree to indemnify, defend, and hold hannless the
Other Petitioners from any and all liabilities, claims, demands,
obligations, damages, costs, expenses and attorneys' fees as a result of
anyone asserting such interest, assignment, or transfer.


8.  Waiver.  Cyberhighway and USURF agree to assume the risk of any and all
unknown, unanticipated, or misunderstood claims, causes of action,
contracts, liabilities, indebtedness, or obligations that are released by
this Agreement in favor of the Petitioners, and hereby waive and release
all rights and benefits that they might otherwise have with regard to the
release of such unknown, unanticipated, or misunderstood claims, causes of
action, liabilities, indebtedness, and obligations. Similarly, to the
extent if any that such laws may be applicable, Cyberhighway and USURF
waive the benefit of and release the Petitioners from liability in
connection with any other law that might limit or restrict the
effectiveness or scope of any of the waivers or releases under this Agreement.


9.  Retained Claims.  Notwithstanding any other provision in this
Agreement, the Other Petitioners retain any and all rights and claims they
may have against Cyberhighway and/or USURF and may pursue any remedies
available to enforce those rights or claims.


10.  Attorneys Fees and Costs. Each Party hereto will bear its own
attorneys' fees and costs arising out of or related to the Petition and
this Agreement and no claim shall be made therefor. Petitioners shall not
be obligated to pay any of the attorneys' fees incurred by the shareholders
of either Cyberhighway or USURF, if any.


11.  Miscellaneous.


11.1.  No Admission. This Agreement is a compromise of the dispute over the
Petition and shall not be treated as an admission that the Petition was
filed in bad faith.




11.2.  Entire Agreement. This Agreement, together with the Motion to
Dismiss, the proposed Order of Dismissal. and the Notice to Creditors,
constitute the entire agreement between the Parties and supersedes all
prior agreements and understanding of the Parties; there are no warranties,
representations or other agreements between the Parties except as expressly
set forth herein. No supplementation, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by the Party
to be bound thereby. The Parties hereto may amend or modify this Agreement
in such manner that may be agreed upon by written documents executed by
such Parties.


11.3.  Further Assurances. In addition to the covenants and promises set
forth in this Agreement, each Party agrees to promptly perform, execute
and/or deliver or cause to be performed or executed any and all such
further acts, documents and assurances as may be reasonably required to
carry out the purposes of this Agreement, including but not limited to
participation in the hearing required by 11 U.S.C. 303(j).


11.4.  Severability.  If any term or provision of this Agreement shall, to
any extent be determined by a court of competent jurisdiction to be invalid
or unenforceable and such terms may not be modified or cured, the remainder
of this Agreement shall not be effected thereby, and each term and
provision of this Agreement shall be valid and be enforceable to the
fullest extent permitted by law; and it is the intention of the Parties
that if any provision of this Agreement is capable of two constructions,
one of which would render the provision void and the other of which would
render the provision valid, the provision shall have the meaning which
renders it valid.


11.5.  Attorneys' Fees. In the event of any controversy, claim or action
being filed or instituted between the Parties, or the shareholders of the
Parties, to enforce the terms and conditions of this Agreement, or arising
from the breach of any provision hereof, the prevailing party shall be
entitled to all costs, damages and expenses, including reasonable
attorneys' fees through all levels of action (including bankruptcy or
appellate proceedings), incurred by the prevailing party, whether or not
such controversy or claim is litigated or prosecuted to judgment. The
prevailing party will be that party who is awarded judgment as a result of
trial or arbitration or who receives a payment of money or other concession
or agreements from the other party in settlement of claims asserted by that
party.


11.6.  Exhibits and Recitals. All recitaIs to this Agreement and any
exhibits attached hereto are incorporated herein by this reference as if
set forth in full. However. in the event of any conflict between such
recitals and/or exhibits and the text of this Agreement, this Agreement
shall control.


11.7.  Counterparts and Fax signatures. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of a signature page to this Agreement
by facsimile transmission shall be as effective as delivery of an original
signed copy.


11.8.  Interpretation. The Parties acknowledge that all Parties to this
Agreement are represented by counsel and agree this Agreement shall not be
construed against the drafting party.


IN WI1NESS WHEREOF, the undersigned have executed this Agreement effective
on the day and year first written above.


CTC:                         CTC TELECOM, INC., an Idaho corporation


                                  By: /s/
                                  Its:


CYBERHIGHWAY:    CYBERHIGHWAY, INC., an Idaho corporation


                                  By:/s/
                                  Its:


USURF:                     USURF AMERICA, INC., a Nevada corporation


                                  By: /s/
                                  Its:


The undersigned counsel have approved the form of this Settlement Agreement.



Counsel for CTC;                            Counsel for Cyberhighway and
USURF:



/s/                                                    /s/
Kelly Greene McConnell                 Patrick McGrew
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>27
<FILENAME>0027.txt
<TEXT>



--------------
EXHIBIT 10.100
--------------


                       SETTLEMENT AGREEMENT


THIS SETTLEMENT AGREEMENT ("Agreement") is entered into this 29th day of
November, 2000 by and between CTC Telecom, lnc., an Idaho corporation
("CTC"), Cyberhighway, Inc., an Idaho corporation ("Cyberhighway") and
USURF America, Inc., a Nevada corporation ("USURF"). CTC, Cyberhighway, and
USURF may be referred to individually as a "Party" or collectively as the
"Parties."


                                RECITALS


A.  On September 29, 2000, CTC, Hawkins-Smith, and Pro People Staffing,
Inc. (together with the parties referenced in Recital B, collectively
referenced as "Petitioners") filed an involuntary bankruptcy petition
against Cyberhighway, Inc. under 11 U.S.C. 303 ("Petition") in the United
States Bankruptcy Court, District of Idaho ("Court"). The Petition is
referred to in the Court records as Case No. 00-02454-JDP.


B.  On October 18, 2000, KTVB-NBC Idaho's NewsChanne17 and Arcom joined the
action as additional Petitioners under 11 U.S.C. 303(c).


C.  Cyberhighway has contested the Petition by filing a Motion to Dismiss
and Motion to require a Bond on October 23, 2000 in the Bankruptcy Court.
Cyberhighway has further made allegations of bad faith against CTC and the
Petitioners.


D.  The Parties desire to avoid the expense of further litigation and are
willing to resolve this matter on the terms and conditions contained herein.


                                                   AGREEMENT


In consideration of the above recitals, which are incorporated herein, and
the covenants contained in this Agreement, the Parties agree as follows:


I.  Condition Precedent. This Agreement shall not be effective until
executed by all Parties and until all Petitioners have consented in writing
to withdraw the Petition.


2.  ~ovenants of CTC.


2(a).  CTC will withdraw its Petition and will move the Court to hold a
hearing to dismiss the Petition under 11 U.S.C. 303(j)(2). CTC will also
draft and file with the Court a Motion to Dismiss and a proposed Order
indicating that the Petitioners, Cyberhighway and USURF consent to the
dismissal of the Petition and request that the Court dismiss the Petition.


2(b ).  CTC will request all other Petitioners to consent to the dismissal
of the Petition. Notwithstanding the foregoing, CTC has no obligation to
procure the consent of the other Petitioners, who are independent entities
and who will or will not consent on their own volition.


3.  Covenants of Cyberhighway and USURF.


3(a).  Cyberhighway and USURF consent to the withdrawal and dismissal of
the Petition under 11 U.S.C. 303(j)(2).


3(b ).  Cyberhighway will draft and submit a notice to all creditors of
Cyberhighway, informing them of the proposed dismissal, which notice shall
comply with 11 U.S.C. 303(j). A copy of the Agreement will be provided by
Cyberhighway to any creditor of Cyberhighway that requests it.


3(c).  Cyberhighway and USURF waive and release any and all rights to
pursue or obtain a judgment related in any way to the filing of the
Petition, including but not limited to any right under 11 U.S.C. 303 and
its subsections.  By way of notice to creditors, the Agreement does not
provide for payment of money by Cyberhighway and/or USURF to any of the
Petitioners.


3(d).  Cyberhighway and USURF will not pursue any claims, including but not
limited to bad faith claims and claims under Bankruptcy Rule 9011, it may
or may not have against CTC, Givens Pursley LLP or its attorneys or the
Petitioners.


4.  Public Statements.  Cyberhighway, USURF , and CTC, including their
shareholders, officers, directors, attorneys, employees, agents, and
representatives, covenant not to release publically, except as mandated by
law or regulation, and will not allow or suffer any public release of any
information regarding this Agreement, the filing of the Petition, or the
dismissal of the Petition without the prior written approval of each other.
A breach of this covenant shall entitle the non-breaching party to damages
in the amount of $20,000, the Parties hereby agreeing that such damages are
a reasonable forecast of the harm that may be caused by such a breach.


It is further understood that it will be necessary to disclose the terms of
this Agreement to the court as part of the joint dismissal process and to
any creditor of Cyberhighway that requests disclosure of the Agreement.
This necessary disclosure shall not be deemed a violation of this provision.


5.  Corporate Authority. Each individual executing this Agreement on behalf
of an entity represents and warrants that such individual is duly
authorized to execute and deliver this Agreement on behalf of said entity
in accordance with duly adopted organizational documents or agreements and
a resolution of the entity, and that this Agreement is binding upon said
entity in accordance with its terms. Cyberhighway and USURF will deliver to
CTC a certified copy of proof of such authority of each entity authorizing
the execution of this Agreement.


6.  Dismissal of Petition without Prejudice. The Parties agree that the
dismissal of the Petition, as contemplated by this Agreement, does not
preclude the Petitioners from filing a separate involuntary petition under
11 U.S.C. 303 nor does it preclude the Petitioners from pursuing any
other remedy available at law or equity against Cyberhighway or USURF.


7.  Comprehensive Release of Claims Between Cyberhighway, USURF, and CTC.


7(a).  Release of Claims Between Cyberhighway, USURF and CTC.  Cyberhighway
and USURF, on behalf of themselves and their respective successors,
assigns. parents. affiliates. shareholders, members, officers, directors,
partners, employees, agents, attorneys, and representatives, hereby
unconditionally release and discharge the Petitioners and their successors,
assigns, parents, affiliates, shareholders, members, officers, directorst
partners. employees, agents. attorneys, and representatives from any and
all liabilities, indebtedness claims, defenses, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, controversies,
debts, costs, expenses, damages, judgments. orders, and obligations of
whatever kind or nature in law, equity or otherwise, whether now known or
unknown, whether suspected or unsuspected and whether concealed or hidden,
that Cyberhighway or USURF now own, hold or have at any time heretofore
owned or held, or causes of action of any kind whatsoever that Cyberhighway
or USURF might otherwise have against the Petitioner CTC.


Cyberhigbway and USURF further covenant that no other party has interest
in, nor has Cyberhighway or USURF assigned or otherwise transferred any
interest in any claim or claims which may have been created by the filing
of this Petition. In the event Cyberhighway or USURF breach this covenant,
Cyberhighway and USURF agree to indemnify, defend, and hold harmless CTC
and the Petitioners from any and all liabilities, claims, demands,
obligations, damages, costs, expenses and attorneys' fees as a result of
anyone asserting such interest, assignment, or transfer.


CTC, on behalf of itself and its successors, assigns, parents, affiliates,
shareholders, members, officers, directors, partners. employees, agents,
attorneys and representatives, hereby unconditionally release and discharge
Cyberhighway and USURF and their successors, assigns, parents, affiliates,
shareholders, members, officers, directors, partners, employees, agents,
attorneys, and representatives, from any and all liabilities, indebtedness,
claims, defenses, demands. liens, agreements, contracts, covenants, actions
suits, causes of action, controversies, debts, costs, expenses, damages,
judgments, orders, and obligations of whatever kind or nature in law,
equity, or otherwise, whether now known or unknown, whether suspected or
unsuspected and wether concealed or hidden, that CTC now owns, holds, or
has at any time heretofore owned or held or causes of action of any kind
whatsoever that might otherwise have against Cyberhighway or USURF.


CTC further covenants that no other party has interest in, nor has CTC
assigned or otherwise transferred any interest in any claim or claims which
may have been created by the filing of this Petition. In the event CTC
breaches this covenant, CTC agrees to indemnify, defend and hold harmless
Cyberhighway and USURF and the Petitioners from any and all liabilities,
claims, demands, obligations, damages, costs, expenses and attorneys' fees
as a result of anyone asserting such interest, assignment, or transfer.


7(b ).  Release of Claims Between Cyberhighway, USURF, and the Other
Petitioner's.  Cyberhighway and USURF, on behalf of themselves and their
respective successors, assigns, parents, affiliates, shareholders, members,
officers, directors, partners, employees, agents, attorneys, and
representatives, from any and all liabilities, indebtedness, claims,
defenses, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, controversies, debts, costs, expenses. damages,
judgments, orders and obligations of whatever kind or nature in law,
equity, or otherwise, whether now known or unknown, whether suspected or
unsuspected, and whether concealed or hidden, that Cyberhighway or USURF
now own hold, or have at any time heretofore owned or held, or causes of
action of any kind whatsoever that Cyberhighway or USURF might otherwise
have against the Petitioners Hawkins-Smith, Pro People Staffmg, Inc.,
KTVB-NBC Idaho's NewsChanne11 and Arcom (hereafter "Other Petitioners") on
account of or following from or in any way related to the Petition.


Cyberhighway and USURF further covenant that no other party has an interest
in, nor has Cyberhigbway or USURF assigned or otherwise transferred any
interest in any claim or claims which may have been created by the filing
of this Petition.  In the event Cyberhighway or USURF breach this covenant,
Cyberhighway and USURF agree to indemnify, defend, and hold hannless the
Other Petitioners from any and all liabilities, claims, demands,
obligations, damages, costs, expenses and attorneys' fees as a result of
anyone asserting such interest, assignment, or transfer.


8.  Waiver.  Cyberhighway and USURF agree to assume the risk of any and all
unknown, unanticipated, or misunderstood claims, causes of action,
contracts, liabilities, indebtedness, or obligations that are released by
this Agreement in favor of the Petitioners, and hereby waive and release
all rights and benefits that they might otherwise have with regard to the
release of such unknown, unanticipated, or misunderstood claims, causes of
action, liabilities, indebtedness, and obligations. Similarly, to the
extent if any that such laws may be applicable, Cyberhighway and USURF
waive the benefit of and release the Petitioners from liability in
connection with any other law that might limit or restrict the
effectiveness or scope of any of the waivers or releases under this Agreement.


9.  Retained Claims.  Notwithstanding any other provision in this
Agreement, the Other Petitioners retain any and all rights and claims they
may have against Cyberhighway and/or USURF and may pursue any remedies
available to enforce those rights or claims.


10.  Attorneys Fees and Costs. Each Party hereto will bear its own
attorneys' fees and costs arising out of or related to the Petition and
this Agreement and no claim shall be made therefor. Petitioners shall not
be obligated to pay any of the attorneys' fees incurred by the shareholders
of either Cyberhighway or USURF, if any.


11.  Miscellaneous.


11.1.  No Admission. This Agreement is a compromise of the dispute over the
Petition and shall not be treated as an admission that the Petition was
filed in bad faith.




11.2.  Entire Agreement. This Agreement, together with the Motion to
Dismiss, the proposed Order of Dismissal. and the Notice to Creditors,
constitute the entire agreement between the Parties and supersedes all
prior agreements and understanding of the Parties; there are no warranties,
representations or other agreements between the Parties except as expressly
set forth herein. No supplementation, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by the Party
to be bound thereby. The Parties hereto may amend or modify this Agreement
in such manner that may be agreed upon by written documents executed by
such Parties.


11.3.  Further Assurances. In addition to the covenants and promises set
forth in this Agreement, each Party agrees to promptly perform, execute
and/or deliver or cause to be performed or executed any and all such
further acts, documents and assurances as may be reasonably required to
carry out the purposes of this Agreement, including but not limited to
participation in the hearing required by 11 U.S.C. 303(j).


11.4.  Severability.  If any term or provision of this Agreement shall, to
any extent be determined by a court of competent jurisdiction to be invalid
or unenforceable and such terms may not be modified or cured, the remainder
of this Agreement shall not be effected thereby, and each term and
provision of this Agreement shall be valid and be enforceable to the
fullest extent permitted by law; and it is the intention of the Parties
that if any provision of this Agreement is capable of two constructions,
one of which would render the provision void and the other of which would
render the provision valid, the provision shall have the meaning which
renders it valid.


11.5.  Attorneys' Fees. In the event of any controversy, claim or action
being filed or instituted between the Parties, or the shareholders of the
Parties, to enforce the terms and conditions of this Agreement, or arising
from the breach of any provision hereof, the prevailing party shall be
entitled to all costs, damages and expenses, including reasonable
attorneys' fees through all levels of action (including bankruptcy or
appellate proceedings), incurred by the prevailing party, whether or not
such controversy or claim is litigated or prosecuted to judgment. The
prevailing party will be that party who is awarded judgment as a result of
trial or arbitration or who receives a payment of money or other concession
or agreements from the other party in settlement of claims asserted by that
party.


11.6.  Exhibits and Recitals. All recitaIs to this Agreement and any
exhibits attached hereto are incorporated herein by this reference as if
set forth in full. However. in the event of any conflict between such
recitals and/or exhibits and the text of this Agreement, this Agreement
shall control.


11.7.  Counterparts and Fax signatures. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of a signature page to this Agreement
by facsimile transmission shall be as effective as delivery of an original
signed copy.


11.8.  Interpretation. The Parties acknowledge that all Parties to this
Agreement are represented by counsel and agree this Agreement shall not be
construed against the drafting party.


IN WI1NESS WHEREOF, the undersigned have executed this Agreement effective
on the day and year first written above.


CTC:                         CTC TELECOM, INC., an Idaho corporation


                                  By: /s/
                                  Its:


CYBERHIGHWAY:    CYBERHIGHWAY, INC., an Idaho corporation


                                  By:/s/
                                  Its:


USURF:                     USURF AMERICA, INC., a Nevada corporation


                                  By: /s/
                                  Its:


The undersigned counsel have approved the form of this Settlement Agreement.



Counsel for CTC;                            Counsel for Cyberhighway and
USURF:



/s/                                                    /s/
Kelly Greene McConnell                 Patrick McGrew
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-22
<SEQUENCE>28
<FILENAME>0028.txt
<TEXT>



------------
EXHIBIT 22.1
------------


Subsidiaries of Registrant
==========================


CyberHighway, Inc., an Idaho corporation


Santa Fe Wireless Internet, Inc., a New Mexico corporation


Missouri Cable TV Corp., a Louisiana corporation


USURF America Internet Design, Inc., a Louisiana corporation


USURF Wireless, Inc., a Louisiana corporation
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>29
<FILENAME>0029.txt
<TEXT>



------------
EXHIBIT 23.1
------------



                         CONSENT OF INDEPENDENT AUDITOR


As independent auditors, we hereby consent to the incorporation by
reference in this Form S-1 Registration Statement Pre-effective Amendment
No. 3 dated January 15, 2001, of our report dated April 9, 1999, relating
to the consolidated financial statements of USURF America, Inc. and
subsidiaries  (formally Internet Media Corporation) as of December 31, 1998
and the related consolidated statement of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 1998
and 1997 included in the Annual Report on Form 10-KSB of USURF America,
Inc., filed with the Securities and Exchange Commission on April 14, 2000.
We also consent to the reference to this firm under the heading "Experts"
in this Registration Statement.



/s/


WEAVER AND TIDWELL, L.L.P.


Fort Worth, Texas
January 22, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>30
<FILENAME>0030.txt
<TEXT>



------------
EXHIBIT 23.2
------------


       CONSENT AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


We hereby consent to the use in this Registration Statement of our report
dated April 8, 2000 (except as to Notes 2 and 15, which is as of January
16, 2001) relating to the consolidated financial statements of USURF
America, Inc. and subsidiaries, and to the reference to our Firm under the
caption "Experts" in the Prospectus.



/s/


Postlethwaite & Netterville, CPAs
Baton Rouge, LA
January 22, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>31
<FILENAME>0031.txt
<TEXT>



------------
EXHIBIT 23.3
------------


See Exhibit 5.1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>32
<FILENAME>0032.txt
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                          81,902
<SECURITIES>                                         0
<RECEIVABLES>                                   65,830
<ALLOWANCES>                                         0
<INVENTORY>                                     32,150
<CURRENT-ASSETS>                               202,886
<PP&E>                                       1,725,239
<DEPRECIATION>                               (620,825)
<TOTAL-ASSETS>                              13,894,508
<CURRENT-LIABILITIES>                        1,360,694
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         1,457
<OTHER-SE>                                   9,361,083
<TOTAL-LIABILITY-AND-EQUITY>                13,594,508
<SALES>                                      1,821,550
<TOTAL-REVENUES>                             1,821,550
<CGS>                                          811,452
<TOTAL-COSTS>                               11,473,771
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              36,782
<INCOME-PRETAX>                           (10,499,902)
<INCOME-TAX>                               (1,434,865)
<INCOME-CONTINUING>                        (9,065,037)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (9,065,037)
<EPS-BASIC>                                    (.68)
<EPS-DILUTED>                                    (.68)


</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
