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EXHIBIT 10.94
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                             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of the Plan is hereby rescinded.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
