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<ACCESSION-NUMBER>0001035398-01-500002
<TYPE>S-1/A
<PUBLIC-DOCUMENT-COUNT>22
<FILING-DATE>20010501
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>USURF AMERICA INC
<CIK>0001035398
<ASSIGNED-SIC>4841
<IRS-NUMBER>721346591
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-1/A
<ACT>33
<FILE-NUMBER>333-96027
<FILM-NUMBER>1617661
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>8748 QUARTERS LAKE RD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70809
<PHONE>2259227744
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>8748 QUARTERS LAKE RD
<CITY>BATON ROGUE
<STATE>LA
<ZIP>70809
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>INTERNET MEDIA CORP
<DATE-CHANGED>19980729
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MEDIA ENTERTAINMENT INC
<DATE-CHANGED>19980729
</FORMER-COMPANY>
</FILER>
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<TYPE>S-1/A
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<FILENAME>s1a.htm
<TEXT>

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<P>&nbsp;</P>
<P>  As filed with the Securities and Exchange Commission on April 30, 2001.</P>

<P>&nbsp;</P>
<P>                              Registration No.333-96027</P>

<P>&nbsp;</P>
<P>                       SECURITIES  AND  EXCHANGE  COMMISSION</P>
<P>                               Washington, D.C. 20549</P>

<P>&nbsp;</P>
<P>                           Pre-effective Amendment No. 5</P>

<P>&nbsp;</P>
<P>                                    FORM S-1/A</P>
<P>                              Registration Statement</P>
<P>                                      under</P>
<P>                             The Securities Act of 1933</P>

<P>&nbsp;</P>
<P>                                USURF America, Inc.</P>
<P>               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)</P>

<P>&nbsp;</P>
<P>    NEVADA                              7375</P>
<P>72-1346591  </P>
<P>(STATE OR OTHER            (PRIMARY STANDARD INDUSTRIAL          (IRS EMPLOYER</P>
<P>JURISDICTION OF             CLASSIFICATION CODE NUMBER)</P>
<P>IDENTIFICATION NO.)</P>
<P>INCORPORATION OR</P>
<P>ORGANIZATION)</P>

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

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

<P>&nbsp;</P>
<P>                                       Copies to:</P>
<P>                                    Eric Newlan, Esq.</P>
<P>                                     NEWLAN &amp; NEWLAN</P>
<P>                                 819 Office Park Circle</P>
<P>                                Lewisville, Texas 75057</P>

<P>&nbsp;</P>
<P>Approximate date of commencement of proposed sale to public:  As soon as</P>
<P>practicable</P>
<P>after this Registration Statement is declared effective.</P>

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

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

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

<P>&nbsp;</P>
<P>If delivery of the prospectus is expected to be made pursuant to Rule 434,</P>
<P>please</P>
<P>check the following box:  [   ]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                         CALCULATION OF REGISTRATION FEE</P>

<P>&nbsp;</P>
<P>Title</P>
<P>of each                           Proposed   Proposed</P>
<P>class of                          maximum    maximum       Amount</P>
<P>securities   Amount               offering   aggregate     of regi-</P>
<P>to be        to be                price per  offering      stration</P>
<P>registered   registered(1)        unit       price         fee</P>
<P>-----------  -------------        ---------  ---------     --------</P>

<P>&nbsp;</P>
<P>Common Stock 2,000,000 shares(3)  $8.6875(2) $17,375,000   $4,587.00(16)</P>
<P>$.0001 par     462,607 shares(3)  $8.6875(2) $ 4,018,898    1,060.99(16)</P>
<P>value per       68,810 shares(3)  $1.25(4)   $    86,012       22.71(16)</P>
<P>share           56,667 shares(3)  $1.50(5)   $    85,000       22.41(16)</P>
<P>                60,000 shares(3)  $3.50(6)   $   210,000       55.44(16)</P>
<P>                50,000 shares(3)  $6.00(7)   $   300,000       79.20(16)</P>
<P>                90,000 shares(3)  $7.00(8)   $   630,000      166.32(16)</P>
<P>                92,500 shares(3)  $8.25(9)   $   763,125      201.46(16)</P>
<P>               225,000 shares(3)  $4.00(10)  $   900,000      237.60(16)</P>
<P>                60,000 shares(3)  $7.50(11)  $   450,000      118.80(16)</P>
<P>             1,807,280 shares(3)  $ .5625(12)$ 1,016,595      268.38(16)</P>
<P>               380,000 shares(3)  $ .20(13)  $    76,000       20.06(16)</P>
<P>             1,176,000 shares(3)  $ .15(14)  $   176,400       46.46(16)</P>
<P>               700,000 shares(3)  $ .25(15)  $   175,000       46.20(16)</P>

<P>&nbsp;</P>
<P>   Total     7,228,864 shares                $26,262,030   $6,933.03(16)</P>
<P>-----------------</P>
<P>(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended,</P>
<P>this Registration Statement covers such additional indeterminate shares of</P>
<P>Common Stock as may be issued by reason of adjustments in the number of</P>
<P>shares of Common Stock pursuant to anti-dilution provisions contained in</P>
<P>various Common Stock Purchase Warrants. Because such additional shares of</P>
<P>Common Stock will, if issued, be issued for no additional consideration, no</P>
<P>registration fee is required.</P>
<P>(2)  Estimated in accordance with Rule 457(c) solely for the purpose of</P>
<P>calculating the registration fee on the basis of the average of the bid and</P>
<P>ask prices reported on the American Stock Exchange on January 25, 2000,</P>
<P>$8.6875 per share.</P>
<P>(3)  To be offered and sold by selling shareholders.</P>
<P>(4)  Shares issuable upon exercise of common stock purchase warrants.</P>
<P>Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of</P>
<P>$1.25 per share.</P>
<P>(5)  Shares issuable upon exercise of common stock purchase warrants.</P>
<P>Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of</P>
<P>$1.50 per share.</P>
<P>(6)  Shares issuable upon exercise of common stock purchase warrants.</P>
<P>Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of</P>
<P>$3.50 per share.</P>
<P>(7)  Shares issuable upon exercise of common stock purchase warrants.</P>
<P>Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of</P>
<P>$6.00 per share.</P>
<P>(8)  Shares issuable upon exercise of common stock purchase warrants.</P>
<P>Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of</P>
<P>$7.00 per share.</P>
<P>(9)  Estimated in accordance with Rule 457(c) solely for the purpose of</P>
<P>calculating the registration fee on the basis of the average of the bid and</P>
<P>ask prices reported on the American Stock Exchange on February 18, 2000,</P>
<P>$8.25 per share.</P>
<P>(10)  Estimated in accordance with Rule 457(c) solely for the purpose of</P>
<P>calculating the registration fee on the basis of the closing price reported</P>
<P>on the American Stock Exchange on April 25, 2000, $4.00 per share.</P>
<P>(11)  Shares issuable upon exercise of common stock purchase warrants.</P>
<P>Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of</P>
<P>$7.50 per share.</P>
<P>(12)  Estimated in accordance with Rule 457(c) solely for the purpose of</P>
<P>calculating the registration fee on the basis of the closing price reported</P>
<P>on the American Stock Exchange on January 22, 2001, $.5625 per share.</P>
<P>(13)  Shares issuable upon exercise of common stock purchase warrants.</P>
<P>Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of</P>
<P>$.20 per share.</P>
<P>(14)  Shares issuable upon exercise of common stock purchase warrants.</P>
<P>Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of</P>
<P>$.15 per share.</P>
<P>(15)  Shares issuable upon exercise of common stock purchase warrants.</P>
<P>Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of</P>
<P>$.25 per share.</P>
<P>(16) Paid previously.</P>

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

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

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

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>PROSPECTUS                                 SUBJECT TO COMPLETION, DATED</P>
<P>APRIL 26, 2001</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                    Up to 7,228,864 Shares</P>
<P>                                      USURF America, Inc.</P>
<P>                                         Common Stock</P>
<P>                                       $.0001 par value</P>

<P>&nbsp;</P>
<P>This prospectus relates to 7,228,864 shares our common stock offered for</P>
<P>sale by persons other than USURF America.  These persons are referred to as</P>
<P>the selling shareholders.  4,587,387 of these shares have been issued by</P>
<P>us, and 2,641,477 of these shares will be issued by us upon exercise of</P>
<P>common stock purchase warrants.  This prospectus relates to the offer and</P>
<P>sale, from time to time, of shares of stock by the selling shareholders.</P>
<P>We will receive none of the proceeds from sales of stock by the selling</P>
<P>shareholders.  We are paying nearly all of the expenses of this offering.</P>
<P>Normal broker fees and any applicable transfer taxes will be paid by the</P>
<P>selling shareholders.</P>

<P>&nbsp;</P>
<P>Our common stock is traded on the American Stock Exchange under the symbol</P>
<P>"UAX".  On April 26, 2001, the closing sale price of our common stock, as</P>
<P>reported by AMEX, was $.40 per share.</P>

<P>&nbsp;</P>
<P>Investing in our common stock involves risk. Please see "Risk Factors",</P>
<P>beginning on page 5, for an explanation of some of these risks.</P>

<P>&nbsp;</P>
<P>The selling shareholders are "underwriters" within the meaning of the</P>
<P>Securities Act of 1933, as amended. Any broker executing selling orders on</P>
<P>behalf of a selling shareholder will be an "underwriter" of this offering.</P>

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

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                      The date of this Prospectus is _______________, 2001</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

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

<P>&nbsp;</P>
<P>                                      TABLE OF CONTENTS</P>
<P>                                      TABLE OF CONTENTS</P>

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

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                            SUMMARY</P>

<P>&nbsp;</P>
<P>Our Business</P>

<P>&nbsp;</P>
<P>We own a proprietary wireless Internet access system, known as</P>
<P>"Quick-CellTM".  Our Quick-Cell system operates in unlicensed spectra and</P>
<P>does not require right-of-way permission from local municipalities.  A</P>
<P>single Quick-Cell cell can operate as a stand-alone system for a 3.5 mile</P>
<P>radius coverage, or any number of Quick-Cell cells can be interfaced to</P>
<P>serve a broader geographic area.  We charge our customers a monthly fee for</P>
<P>wireless Internet access.  To date, however, our wireless Internet business</P>
<P>has generated a very limited amount of revenues.</P>

<P>&nbsp;</P>
<P>In the middle of 2000, we sold three Quick-Cell systems to two independent</P>
<P>telephone companies and another telecommunications company.  Due to a lack</P>
<P>of capital, we have suspended this marketing effort.</P>

<P>&nbsp;</P>
<P>We intend to commit all available resources to the development of our</P>
<P>Quick-Cell wireless Internet access products.</P>

<P>&nbsp;</P>
<P>In September 2000, our CyberHighway subsidiary, a provider of dial-up</P>
<P>Internet access, was forced into involuntary bankruptcy.  As of the end of</P>
<P>February 2001, CyberHighway had lost nearly all of its customers.  We do</P>
<P>not intend to commit any capital to restore CyberHighway's business.</P>

<P>&nbsp;</P>
<P>We have had substantial losses since our inception in 1996.  At December</P>
<P>31, 2000, our accumulated deficit was $34,502,160, our net loss for 2000</P>
<P>was $21,885,330 and we used $1,038,262 in cash for all of 2000.  We have a</P>
<P>limited operating history upon which to evaluate our prospects.</P>

<P>&nbsp;</P>
<P>Our independent auditor has, in its opinion, expressed substantial doubt</P>
<P>about our ability to continue as a going concern, which means that our</P>
<P>independent auditor cannot be certain that we will be in business on</P>
<P>December 31, 2001.</P>

<P>&nbsp;</P>
<P>You should read the risk factors, beginning on page 5, before you buy our</P>
<P>common stock.</P>

<P>&nbsp;</P>
<P>Our Market and Strategy</P>

<P>&nbsp;</P>
<P>We designed our Quick-Cell wireless Internet access products to provide</P>
<P>high-speed, high-quality wireless Internet access at prices below local</P>
<P>market prices for comparable hard-wire Internet access.</P>

<P>&nbsp;</P>
<P>We have recently contracted with Wireless WebConnect!, Inc., a national</P>
<P>wireless Internet service reseller, to resell our Quick-Cell products.  The</P>
<P>selection of the first city to be exploited by the reseller will be chosen</P>
<P>in the very near future.  It is the stated intention of the reseller to</P>
<P>establish Quick-Cell systems in multiple cities during the remainder of</P>
<P>2001.  We continue to pursue other resellers for our Quick-Cell service.</P>

<P>&nbsp;</P>
<P>When marketing company-owned Quick-Cell systems, we intend to offer free</P>
<P>customer-premises modems, free installation and free first-month's service.</P>
<P> To date, we have established a company-owned Quick-Cell system only in</P>
<P>Santa Fe, New Mexico, which serves approximately 120 customers.  A lack of</P>
<P>capital has prevented us from further activities in Santa Fe, as well as</P>
<P>prevented us from establishing Quick-Cell systems in other cities</P>

<P>&nbsp;</P>
<P>Fusion Capital Agreement</P>

<P>&nbsp;</P>
<P>On April 25, 2001, we executed a common stock purchase agreement with</P>
<P>Fusion Capital Fund II, LLC, which replaced a similar agreement dated</P>
<P>October 9, 2000.  Under this agreement, Fusion Capital may purchase up to</P>
<P>$10 million of our common stock over a period of up to 25 months.  Please</P>
<P>see "The Fusion Capital Transaction" below for a detailed description of</P>
<P>this agreement.</P>

<P>&nbsp;</P>
<P>We intend to file, in the very near future, with the SEC a registration</P>
<P>statement that relates to the resale of the shares issued and to be issued</P>
<P>pursuant to the Fusion Capital agreement.</P>

<P>&nbsp;</P>
<P>Our Address</P>

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

<P>&nbsp;</P>
<P>                                          THE OFFERING</P>

<P>&nbsp;</P>
<P>The selling shareholders are offering for sale their respective shares of</P>
<P>our common stock, as described under "Plan of Distribution" and "Selling</P>
<P>Shareholders", beginning on pages 52 and 53, respectively.</P>

<P>&nbsp;</P>
<P>     Common stock offered by the selling shareholders:           7,228,864</P>
<P>shares(1)</P>

<P>&nbsp;</P>
<P>     Common Stock Outstanding Prior to this Offering:           19,826,770</P>
<P>shares</P>

<P>&nbsp;</P>
<P>     Common Stock Outstanding After this Offering:              23,314,497</P>
<P>shares(2)</P>

<P>&nbsp;</P>
<P>     American Stock Exchange Trading Symbol:                    UAX</P>
<P>     ------------</P>
<P>     (1) 4,587,387 of these shares are currently issued and outstanding and</P>
<P>will be offered</P>
<P>     and sold by the selling shareholders; and 2,641,477 of these shares</P>
<P>may be purchased from</P>
<P>     us upon the exercise of outstanding warrants and thereafter offered</P>
<P>and sold by the</P>
<P>     selling shareholders.</P>
<P>     (2) Assumes the exercise of all 3,487,727 outstanding warrants.</P>

<P>&nbsp;</P>
<P>                                    SUMMARY FINANCIAL DATA</P>

<P>&nbsp;</P>
<P>Set forth below is our summary consolidated statements of operations data</P>
<P>for the years ended December 31, 1998, 1999 and 2000, as well as summary</P>
<P>balance sheet data as of December 31, 1999 and 2000.</P>

<P>&nbsp;</P>
<P>This summary financial information should be read in conjunction with the</P>
<P>consolidated financial statements appearing elsewhere in this prospectus.</P>

<P>&nbsp;</P>
<P>STATEMENT OF OPERATIONS DATA:</P>

<P>&nbsp;</P>
<P>                                              Year Ended December 31,        </P>
<P>                                          2000         1999          1998</P>

<P>&nbsp;</P>
<P>Revenues                              $ 1,872,629   $ 2,547,225   $    5,440</P>
<P>Internet access costs and     </P>
<P>  cost of goods sold                    2,145,955     1,152,721            0</P>
<P>Operating expenses                     14,975,583    11,860,758    1,034,464</P>
<P>Net Loss                               21,885,330    10,930,163    1,037,626</P>
<P>Loss per share                           (1.60)        (0.96)        (0.14)</P>
<P>Weighted average number</P>
<P>  of ahares outstanding               13,679,385    11,419,641    7,361,275</P>

<P>&nbsp;</P>
<P>BALANCE SHEET DATA:</P>

<P>&nbsp;</P>
<P>                                              Year Ended December 31,    </P>
<P>                                            2000                  1999</P>

<P>&nbsp;</P>
<P>Working Capital(Deficit)                $(1,517,164)           $  (694,937)</P>
<P>Total Assets                                410,316             19,545,169</P>
<P>Total Current Liabilities                 1,764,973              1,221,650</P>
<P>Total Liabilities                         1,764,973              5,104,860</P>
<P>Shareholders' Equity (Deficit)           (1,354,657)            14,440,309</P>

<P>&nbsp;</P>
<P>                                            RISK FACTORS</P>

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

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

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

<P>&nbsp;</P>
<P>     *  gain access to sufficient capital with which to support anticipated</P>
<P>growth;</P>

<P>&nbsp;</P>
<P>     *  achieve customer acceptance of our Quick-Cell wireless Internet</P>
<P>access products;</P>

<P>&nbsp;</P>
<P>     *  expand our wireless Internet access subscriber base and</P>
<P>subscriber-related revenues;</P>

<P>&nbsp;</P>
<P>     *  compete successfully in a highly competitive market; and</P>

<P>&nbsp;</P>
<P>     *  recruit and train qualified employees.</P>

<P>&nbsp;</P>
<P>  We cannot assure you that we will successfully address any of these risks</P>
<P>and uncertainties.</P>

<P>&nbsp;</P>
<P>Our independent auditor expressed substantial doubt about our ability to</P>
<P>continue as a going concern.</P>

<P>&nbsp;</P>
<P>  In its opinion on our financial statements for the year ended December</P>
<P>31, 2000, our independent auditor, Postlethwaite &amp; Netterville, expressed</P>
<P>substantial doubt about our ability to continue as a going concern.  This</P>
<P>means that, given our current lack of capital, our independent auditor has</P>
<P>substantial doubt that we will be in business on December 31, 2001.  Please</P>
<P>review the Independent Auditor's Report and Note 18 to the consolidated</P>
<P>financial statements appearing elsewhere in this prospectus.</P>

<P>&nbsp;</P>
<P>Unless we obtain $300,000 in new capital, we will be unable to remain in</P>
<P>business.</P>

<P>&nbsp;</P>
<P>  During the next twelve months, we will need approximately $300,000 just</P>
<P>to continue our operations at their current levels.  Absent this amount of</P>
<P>funding, we will be able to continue our operations.</P>

<P>&nbsp;</P>
<P>Some of our shareholders may have rights of rescission, due to potential</P>
<P>violations by us of Section 5 of the Securities Act.</P>

<P>&nbsp;</P>
<P>  Since January 2000, a total of 5,302,085 shares of our common stock may</P>
<P>have been issued in violation of Section 5 of the Securities Act.  The</P>
<P>aggregate value assigned to these shares upon their issuance totalled</P>
<P>$5,719,502. 5,172,085 of these shares, with an assigned value of</P>
<P>$5,069,502, were issued in payment of services or as bonuses to employees</P>
<P>and 130,000 of these shares were issued for cash or underlie currently</P>
<P>exercisable warrants, which were sold or will be sold for at total of</P>
<P>$650,000 in cash.  It is possible that each of the issuees of these shares</P>
<P>has a potential claim for rescission of their respective issuance</P>
<P>transactions.  We do not possess capital with which to pay any such claims,</P>
<P>if asserted.</P>

<P>&nbsp;</P>
<P>  1,927,387 of these shares are being offered and sold by the selling</P>
<P>shareholders pursuant to this prospectus.</P>

<P>&nbsp;</P>
<P>We had an accumulated deficit of $34,502,160 as of December 31, 2000, and</P>
<P>we expect to continue to incur losses for the foreseeable future.</P>

<P>&nbsp;</P>
<P>  We have had substantial losses since our inception and our operating</P>
<P>losses may continue in the future.</P>

<P>&nbsp;</P>
<P>  We have incurred annual operating losses since our inception. As a</P>
<P>result, at December 31, 2000, we had an accumulated deficit of $34,502,160.</P>
<P> Our gross revenues for the years ended December 31, 2000, 1999 and 1998,</P>
<P>were $1,872,629, $2,547,225, and $5,440, respectively, with losses from</P>
<P>operations of $15,248,909, $10,466,254 and $1,029,024, respectively.  Our</P>
<P>net losses for the years ended December 31, 2000, 1999 and 1998, were</P>
<P>$21,885,330, $10,930,163 and $1,037,626, respectively.  We cannot assure</P>
<P>you that we will experience revenue growth, or that we will be profitable</P>
<P>in the future.</P>

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

<P>&nbsp;</P>
<P>You will suffer substantial dilution in the net tangible book value of the</P>
<P>common stock you purchase.</P>

<P>&nbsp;</P>
<P>  Because the selling shareholders expect to sell their shares of our</P>
<P>common stock at market-level prices, you will suffer substantial and</P>
<P>immediate dilution, due to the lower book value per share of our common</P>
<P>stock compared to the purchase price per share of our common stock.  We</P>
<P>cannot predict your actual dilution, because dilution will depend on the</P>
<P>price at which our common stock is sold by the selling shareholders.</P>

<P>&nbsp;</P>
<P>We are unable to calculate the exact number of shares that we will issue</P>
<P>under the Fusion Capital agreement.</P>

<P>&nbsp;</P>
<P>  We intend to register 6,000,000 shares of our common stock for issuance</P>
<P>under the Fusion Capital agreement.  Based on the closing price of our</P>
<P>stock on April 26, 2001, $.40 per share, we would issue a total of</P>
<P>6,000,000 shares to Fusion Capital, representing approximately 23.5% of our</P>
<P>then-outstanding shares, and the gross proceeds would be only $2,400,000.</P>

<P>&nbsp;</P>
<P>  However, due to the fact that the number of shares to be issued under the</P>
<P>Fusion Capital agreement depends on future market prices of our stock, we</P>
<P>are unable to calculate the exact number of shares that we will issue under</P>
<P>that agreement.</P>

<P>&nbsp;</P>
<P>The lower our stock price at the time Fusion Capital makes a purchase, the</P>
<P>more shares of stock Fusion Capital will receive.</P>

<P>&nbsp;</P>
<P>  Since the shares covered under the Fusion Capital agreement are issuable</P>
<P>at a floating rate based on our stock price, Fusion Capital will receive</P>
<P>more shares at the time it makes a purchase, the lower the price of our</P>
<P>stock.  The following table sets forth the number of shares issuable to</P>
<P>Fusion Capital at varying purchase prices:</P>

<P>&nbsp;</P>
<P>                     Total Shares                         Percent of Our</P>
<P>Common</P>
<P>                     Issuable Upon                        Stock Outstanding</P>
<P>     Assumed Per     a Full Purchase                      After Giving</P>
<P>     Share Purchase  Under the Fusion                     Effect to the</P>
<P>Issuance</P>
<P>     Price           Capital Agreement(1) Gross Proceeds  to Fusion Capital</P>

<P>&nbsp;</P>
<P>     $  .40(2)       6,000,000            $2,400,000          23.50%</P>
<P>     $ 1.50          6,000,000            $9,000,000          23.50%</P>
<P>     $ 2.00          5,000,000            $10,000,000         20.38%</P>
<P>     $ 5.00          2,000,000            $10,000,000          9.29%</P>
<P>     $10.00          1,000,000            $10,000,000          4.87%</P>
<P>     ------------</P>
<P>     (1) We intend to register 6,000,000 shares in connection with the</P>
<P>Fusion Capital</P>
<P>     agreement.</P>
<P>     (2) Closing price on April 26, 2001, as reported by AMEX.</P>
<P>     (3) In this circumstance, we intend to terminate that agreement</P>
<P>without payment or</P>
<P>     liability to Fusion Capital.  Thus, we would not be able to obtain the</P>
<P>maximum $10</P>
<P>     million under that agreement.</P>

<P>&nbsp;</P>
<P>Sales of stock by Fusion Capital could depress the price for our stock.</P>

<P>&nbsp;</P>
<P>  To the extent Fusion Capital sells its shares of stock, the market price</P>
<P>of our stock may decrease, due to the additional shares in the market.  In</P>
<P>turn, this could allow Fusion Capital to receive ever greater amounts of</P>
<P>our stock, the sales of which would continue downward pressure on, if not</P>
<P>further depress, our stock price.</P>

<P>&nbsp;</P>
<P>Fusion Capital may purchase more than 9.9% of our common stock.</P>

<P>&nbsp;</P>
<P>  Even though the Fusion Capital agreement restricts Fusion Capital from</P>
<P>owning any more than 9.9% of our stock at any one time, this restriction</P>
<P>does not prevent Fusion Capital from selling a portion of its holdings and</P>
<P>later purchasing additional shares.  Thus, it is possible that the total</P>
<P>number of shares purchased by Fusion Capital would be greater than 9.9% of</P>
<P>the then-outstanding common stock.</P>

<P>&nbsp;</P>
<P>The existence of our agreement with Fusion Capital could cause downward</P>
<P>pressure on the market price of our common stock.</P>

<P>&nbsp;</P>
<P>  Simply the existence of the Fusion Capital agreement could cause holders</P>
<P>of our common stock to sell their shares, which could cause the market</P>
<P>price of our common stock to decline.  Also, prospective investors</P>
<P>anticipating future downward pressure on the price of our common stock due</P>
<P>to the shares that may be available for sale by Fusion Capital could</P>
<P>refrain from purchases or effect sales in anticipation of a decline of the</P>
<P>market price.</P>

<P>&nbsp;</P>
<P>We may be unable to obtain sufficient capital to sustain our business or</P>
<P>pursue our growth strategy.</P>

<P>&nbsp;</P>
<P>  Currently, we do not have sufficient financial resources to implement our</P>
<P>business plan or grow our operations. Therefore, excluding any funding that</P>
<P>we might receive from Fusion Capital in the future, we will need additional</P>
<P>funds to continue our operations and to grow our business.  Assuming we do</P>
<P>not receive any funding from Fusion Capital, there is no assurance that we</P>
<P>will be able to generate revenues that are sufficient to sustain our</P>
<P>operations and we would require additional sources of financing in order to</P>
<P>satisfy our working capital needs.  Should needed financing be unavailable</P>
<P>or prohibitively expensive when we require it, it is possible that we would</P>
<P>be forced to cease operations.</P>

<P>&nbsp;</P>
<P>  We have designed a very aggressive growth strategy for the commercial</P>
<P>exploitation of our Quick-Cell wireless Internet access products.  This</P>
<P>strategy is expected to place a significant strain on our managerial,</P>
<P>operational and financial resources.  In particular, our planned wireless</P>
<P>Internet expansion will require significant capital with which to purchase</P>
<P>equipment necessary for the construction and implementation of systems.  If</P>
<P>we are unable to secure enough capital, we will be unable to achieve our</P>
<P>growth objectives.  We cannot assure you that we will be able to obtain</P>
<P>enough capital for our growth needs.</P>

<P>&nbsp;</P>
<P>  Even if we are able to access funds under the Fusion Capital agreement,</P>
<P>we will need additional capital to implement fully our growth plans.</P>

<P>&nbsp;</P>
<P>We may not be able to secure enough Quick-Cell customer installation</P>
<P>personnel to keep up with demand.</P>

<P>&nbsp;</P>
<P>  It is possible that we will be unable to secure Quick-Cell installation</P>
<P>crews, either through independent contractors or directly hiring personnel,</P>
<P>in large enough numbers that will allow us to install new Quick-Cell</P>
<P>customers in a timely manner.  Any unreasonable delays in installation can</P>
<P>cause customers to cancel their orders.  We may not be able to overcome</P>
<P>this potential barrier to market penetration.  Our failure to do so would</P>
<P>restrict our growth in revenues and severely impair our ability to earn a</P>
<P>profit.</P>

<P>&nbsp;</P>
<P>Our future operating results may vary from period to period, and, as a</P>
<P>result, we may fail to meet the expectations of our investors and analysts,</P>
<P>which could cause our stock price to fluctuate or decline and inhibit our</P>
<P>ability to obtain funds under the Fusion Capital agreement or otherwise.</P>

<P>&nbsp;</P>
<P>  Our revenues and results of operations have fluctuated in the past and</P>
<P>can be expected to fluctuate significantly in the future, as we make</P>
<P>financial commitments to facilitate expected growth.  The following factors</P>
<P>will influence our operating results:</P>

<P>&nbsp;</P>
<P>     *  access to funds for expansion-related capital expenditures,</P>
<P>including Quick-Cell</P>
<P>        equipment purchases;</P>

<P>&nbsp;</P>
<P>     *  market acceptance of our Quick-Cell wireless Internet access products;</P>

<P>&nbsp;</P>
<P>     *  the rates of new wireless Internet access subscriber acquisition</P>
<P>and retention;</P>

<P>&nbsp;</P>
<P>     *  changes in our pricing policies or those of our competitors; and</P>

<P>&nbsp;</P>
<P>     *  potential competition from large, well-funded national</P>
<P>telecommunications companies.</P>

<P>&nbsp;</P>
<P>  Our future personnel costs, marketing programs and overhead cannot be</P>
<P>adjusted quickly and are, therefore, relatively fixed in the short term.</P>
<P>To the extent, if ever, that we begin to derive funding pursuant to the</P>
<P>Fusion Capital agreement, our operating expense levels will be based, in</P>
<P>part, on our expectations of future revenue.  If actual revenues are below</P>
<P>our expectations, our results of operations will suffer and we could be</P>
<P>forced to cease operations.</P>

<P>&nbsp;</P>
<P>  Period-to-period comparisons of our results of operations will likely not</P>
<P>provide reliable indications of our future performance.</P>

<P>&nbsp;</P>
<P>  Price fluctuations of our common stock could negatively impact our</P>
<P>ability to obtain needed capital.</P>

<P>&nbsp;</P>
<P>Because we depend heavily on outside suppliers, our business may suffer,</P>
<P>should our suppliers fail to perform in a timely manner.</P>

<P>&nbsp;</P>
<P>  We depend on third-party suppliers of hardware components and</P>
<P>telecommunications carriers to provide equipment and communications</P>
<P>capacity.  The failure of one or more of our suppliers to perform in a</P>
<P>timely manner could cause a significant disruption in our business.  In</P>
<P>particular, should our manufacturer of Quick-Cell modem circuit boards fail</P>
<P>to deliver circuit boards when needed, it is possible that we would be</P>
<P>forced to suspend our wireless Internet business for an indeterminate</P>
<P>period of time.</P>

<P>&nbsp;</P>
<P>Our failure to manage future growth would hinder our efforts in earning a</P>
<P>profit.</P>

<P>&nbsp;</P>
<P>  Without additional capital, we will be unable to expand significantly our</P>
<P>operations.  However, should we ever begin to obtain funds under the Fusion</P>
<P>Capital agreement, we will begin to serve new geographic markets.  This</P>
<P>expected expansion will place a significant strain on our management and</P>
<P>operating systems.  In order to accommodate this sort of growth, we will</P>
<P>need to hire and retain appropriate management personnel.  We may not be</P>
<P>able to hire and retain enough qualified managers.  This circumstance would</P>
<P>likely hinder our growth and reduce our chance of earning a profit.</P>

<P>&nbsp;</P>
<P>  If and when we experience our anticipated rapid growth, we may encounter</P>
<P>difficulties in developing and implementing needed internal systems,</P>
<P>including our recruiting and management systems.  Our failure to do so will</P>
<P>reduce the likelihood that we will earn a profit.</P>

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

<P>&nbsp;</P>
<P>  The Internet access market is constantly evolving, due primarily to</P>
<P>technological innovations, as well as evolving industry standards, changes</P>
<P>in subscriber needs and frequent new service and product introductions.</P>
<P>New services and products based on new technologies or new industry</P>
<P>standards expose us to risks of equipment obsolescence.  We must use</P>
<P>leading technologies effectively, continue to develop our technical</P>
<P>expertise and enhance our existing services on a timely basis to remain</P>
<P>competitive in this industry.  We cannot assure you that we will be able to</P>
<P>do so.</P>
<P> </P>
<P>  Our ability to compete successfully in our markets also depends on the</P>
<P>continued compatibility of our services with products and systems utilized</P>
<P>and sold by various third parties.  Our failure to do so could cause us to</P>
<P>lose a competitive position in our markets, thereby causing us to operate</P>
<P>less profitably.</P>

<P>&nbsp;</P>
<P>Our growth plans depend on the continued growth in the demand for</P>
<P>high-speed Internet access.</P>

<P>&nbsp;</P>
<P>  As Internet usage has become a common part of Americans' lives, a growing</P>
<P>number of consumers have begun to demand higher Internet-access speed than</P>
<P>can be provided by hard wire dial-up methods.  If our wireless Internet</P>
<P>access products are unable to address changes in consumers' preferences, we</P>
<P>would become less likely ever to earn a profit.</P>

<P>&nbsp;</P>
<P>Our Quick-Cell wireless Internet access products are new and consumer</P>
<P>acceptance may not be achieved.</P>

<P>&nbsp;</P>
<P>  Our Quick-Cell wireless Internet access products are new and do not enjoy</P>
<P>wide-spread name recognition among consumers.  If we are unable to achieve</P>
<P>consumer acceptance of our products, it is unlikely that we would be able</P>
<P>to earn a profit.</P>

<P>&nbsp;</P>
<P>We could fail to overcome the severe competition for Internet access</P>
<P>customers, which would impair our ability to earn a profit and cause our</P>
<P>overall financial condition to deteriorate.</P>

<P>&nbsp;</P>
<P>  The market for Internet access services is extremely competitive and</P>
<P>highly fragmented.  As there are no significant barriers to entry, we</P>
<P>expect that competition will intensify over time.</P>

<P>&nbsp;</P>
<P>  Our competitors include many large, nationally-known companies, such as</P>
<P>America Online and Earthlink.  These and other companies possess greater</P>
<P>resources, particularly access to capital sources, market presence and</P>
<P>brand name recognition than do we.  In addition, we will face competition</P>
<P>from other wireless Internet access providers, such as Metricom, and</P>
<P>larger, national cellular telephone service providers.  If we are unable to</P>
<P>overcome this severe competition, we do not expect that we would earn a</P>
<P>profit and our overall financial condition would decline.</P>

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

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

<P>&nbsp;</P>
<P>Our directors and executive officers own enough of our common stock</P>
<P>effectively to control directors' elections and thereby control our</P>
<P>management policies.</P>

<P>&nbsp;</P>
<P>  Our directors and executive officers own approximately 23.5% of our</P>
<P>currently outstanding common stock.  Two of our directors, as well as three</P>
<P>other persons, have entered into a voting agreement relating to the voting</P>
<P>in elections of directors.  Currently, approximately 21% of our outstanding</P>
<P>shares of common stock are subject to this voting agreement.  These</P>
<P>shareholders may be able effectively to control the outcome of corporate</P>
<P>actions requiring shareholder approval by majority action.  Their stock</P>
<P>ownership may have the effect of delaying, deferring or preventing a change</P>
<P>in control of USURF America.  A more complete description of this voting</P>
<P>agreement may be found under the heading "Certain Transactions", page 42.</P>

<P>&nbsp;</P>
<P>Our business plan is not based on independent market studies, so we cannot</P>
<P>assure you that our strategy will be successful.</P>

<P>&nbsp;</P>
<P>  We have not commissioned any independent market studies concerning the</P>
<P>extent to which customers will utilize our services and products.  Rather,</P>
<P>our plans for implementing our business strategy and achieving</P>
<P>profitability are based on the experience, judgment and assumptions of our</P>
<P>key management personnel, and upon other available information concerning</P>
<P>the communications industry.  If our management's assumptions prove to be</P>
<P>incorrect, we will not be successful in establishing our wireless Internet</P>
<P>access business.</P>

<P>&nbsp;</P>
<P>We may not be able to protect our intellectual property rights, which could</P>
<P>dramatically reduce our ability to earn a profit.</P>

<P>&nbsp;</P>
<P>  We currently rely on common law principles for the protection of our</P>
<P>copyrights and trademarks and trade secret laws to protect our proprietary</P>
<P>intellectual property rights.  We do not intend to file patent applications</P>
<P>relating to our Quick-Cell wireless Internet access products, until</P>
<P>completion of future generations of the products.  We have not filed</P>
<P>trademark applications relating to the "Quick-Cell" and "USURF Wireless</P>
<P>Internet" brand names.</P>

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

<P>&nbsp;</P>
<P>The market price of our common stock will continue to be extremely</P>
<P>volatile, and it may drop unexpectedly.</P>

<P>&nbsp;</P>
<P>  The market price of our common stock has fluctuated significantly in the</P>
<P>past and we expect this volatility to continue in the future.  Since</P>
<P>January 2000, trading prices for our common stock have ranged from $.1875</P>
<P>per share to $11.00 per share.  The closing price of our common stock on</P>
<P>April 26, 2001, was $.40.  It is possible that the market price of our</P>
<P>common stock could fall below the price you paid for your shares of our</P>
<P>common stock. </P>

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

<P>&nbsp;</P>
<P>Nearly all of our shares are eligible for future sale, which could cause</P>
<P>the market price for our common stock to decline.</P>

<P>&nbsp;</P>
<P>  With the registration of the shares of stock included in this prospectus,</P>
<P>nearly all of the outstanding shares of our common stock owned by</P>
<P>non-affiliates will be eligible for resale to the public.  This amount of</P>
<P>common stock represents a significant overhang on the market for our common</P>
<P>stock.  The sale of a significant amount of these shares at any given time</P>
<P>could cause the trading price of our common stock to decline and to be</P>
<P>highly volatile.</P>

<P>&nbsp;</P>
<P>                    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS</P>

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

<P>&nbsp;</P>
<P>                                             DILUTION</P>

<P>&nbsp;</P>
<P>As of December 31, 2000, we had a total of 16,688,808 shares of common</P>
<P>stock outstanding and a net tangible book value of negative $.08 per share.</P>

<P>&nbsp;</P>
<P>A purchase of our common stock will result in substantial and immediate</P>
<P>dilution in your investment.  Dilution is the reduction of a purchaser's</P>
<P>investment measured by the difference between the price paid per share of</P>
<P>common stock and the net tangible book value per share following the purchase.</P>

<P>&nbsp;</P>
<P>The following table depicts the potential dilution to purchasers of our</P>
<P>common stock, without taking into account any other changes in our net</P>
<P>tangible book value since December 31, 2000, other than to assume all</P>
<P>outstanding warrants are exercised and to assume various purchase prices:</P>

<P>&nbsp;</P>
<P>                              Net Tangible Book</P>
<P>     Public Offering           Value Per Share          Dilution per Share</P>
<P>     Price Per Share         At Time of Offering        to Purchasers</P>

<P>&nbsp;</P>
<P>     $  .50                        $.05                       $ .45</P>
<P>     $ 1.50                        $.05                     $1.45</P>
<P>     $ 2.00                        $.05                     $1.95</P>
<P>     $ 5.00                        $.05                     $4.95</P>
<P>     $10.00                        $.05                     $9.95</P>

<P>&nbsp;</P>
<P>You will incur substantial dilution when you purchase our common stock.</P>
<P>However, because the market price of our common stock fluctuates, we cannot</P>
<P>predict the actual dilution you will incur.</P>

<P>&nbsp;</P>
<P>                                         USE OF PROCEEDS</P>

<P>&nbsp;</P>
<P>We will not receive any of the proceeds of sales of selling shareholder</P>
<P>stock by the selling shareholders.</P>

<P>&nbsp;</P>
<P>Should all of our outstanding warrants be exercised, we would receive cash</P>
<P>proceeds of approximately $2,540,000.  The funds received from the exercise</P>
<P>of warrants would be used as follows:</P>

<P>&nbsp;</P>
<P>                  Purchase of Quick-Cell Equipment           $1,600,000</P>
<P>                  Construction of Quick-Cell Systems            350,000</P>
<P>                  Marketing                                     275,000</P>
<P>                  General and Administrative Expenses            50,000</P>
<P>                  Working Capital                               265,000</P>
<P>                                                               --------</P>

<P>&nbsp;</P>
<P>                                       Total                 $2,540,000</P>

<P>&nbsp;</P>
<P>                                TRADING AND MARKET PRICES</P>

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

<P>&nbsp;</P>
<P>                                High     High      Low        Low</P>
<P>     Quarter/Period Ended:      Bid      Ask       Bid        Ask</P>

<P>&nbsp;</P>
<P>     December 31, 1997          $.75     $1.625    $.0625     $.21875</P>

<P>&nbsp;</P>
<P>     March 31, 1998             $2.00    $3.00     $.03125    $.08</P>
<P>     June 30, 1998              $2.00    $2.0625   $.8125     $.875</P>
<P>     September 30, 1998         $1.50    $1.625    $.75       $.84375</P>
<P>     December 31, 1998          $5.3125  $5.50     $.50       $.53125</P>

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

<P>&nbsp;</P>
<P>These prices represented quotations between dealers without adjustment for</P>
<P>retail mark-ups, mark-downs or commissions, and may not have necessarily</P>
<P>represented actual transactions.</P>

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

<P>&nbsp;</P>
<P>     Quarter/Period Ended:               High       Low</P>

<P>&nbsp;</P>
<P>     10/15/99 thru 12/31/99              $5.875     $2.50</P>

<P>&nbsp;</P>
<P>     March 31, 2000                      $11.00     $3.625</P>
<P>     June 30, 2000                       $6.00      $2.25</P>
<P>     September 30, 2000                  $2.50      $.875</P>
<P>     December 31, 2000                   $1.25      $.1875</P>

<P>&nbsp;</P>
<P>     March 31, 2001                      $.80       $.22</P>

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

<P>&nbsp;</P>
<P>On April 26, 2001, the number of record holders of our common stock,</P>
<P>excluding nominees and brokers, was 1,121, holding 19,826,770 shares.</P>

<P>&nbsp;</P>
<P>                                          DIVIDENDS</P>

<P>&nbsp;</P>
<P>We have never paid cash dividends on our common stock.  We intend to</P>
<P>re-invest any future earnings for the foreseeable future.</P>

<P>&nbsp;</P>
<P>Our board of directors has declared property dividends comprised of common</P>
<P>stock of three private companies acquired by us.  These dividends of stock</P>
<P>are: 1,500,000 shares of New Wave Media Corp., in exchange for all of our</P>
<P>community-television-related assets; 400,000 shares of Argo Petroleum</P>
<P>Corporation, in exchange for 10,000 shares of our common stock; and 800,000</P>
<P>shares of Woodcomm International, Inc., in exchange for 7,500 shares of our</P>
<P>common stock.  The combined value of these dividends is $43,750.</P>

<P>&nbsp;</P>
<P>None of the three dividend distributions will occur unless and until a</P>
<P>registration statement relating to each distribution transaction has been</P>
<P>declared effective by the SEC.</P>

<P>&nbsp;</P>
<P>                                         CAPITALIZATION</P>

<P>&nbsp;</P>
<P>The following table sets forth our capitalization as of December 31, 2001.</P>
<P>This table should be read in conjunction with our consolidated financial</P>
<P>statements included elsewhere in this prospectus.</P>

<P>&nbsp;</P>
<P>                                                            As at</P>
<P>                                                           12/31/00</P>

<P>&nbsp;</P>
<P>Long-Term Liabilities                                    $          0</P>
<P>Shareholders' Equity:</P>
<P>  Common Stock - $.0001 par value;</P>
<P>  100,000,000 shares authorized, 16,688,808</P>
<P>  shares issued                                                  1,669</P>
<P>Additional Paid-in Capital                                  34,183,962</P>
<P>Accumulated Deficit                                        (34,502,160)</P>
<P>Stock Subscriptions                                            933,514</P>
<P>Shareholders' Equity (Deficit)                              (1,354,657)</P>
<P>Total Capitalization                                        (1,354,657)</P>

<P>&nbsp;</P>
<P>                                  SELECTED FINANCIAL DATA</P>

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

<P>&nbsp;</P>
<P>STATEMENT OF OPERATIONS DATA:</P>

<P>&nbsp;</P>
<P>                                              Year Ended December 31,        </P>
<P>                                          2000         1999          1998</P>

<P>&nbsp;</P>
<P>Revenues                              $ 1,872,629   $ 2,547,225   $    5,440</P>
<P>Internet access costs and     </P>
<P>  cost of goods sold                    2,145,955     1,152,721            0</P>
<P>Operating expenses                     14,975,583    11,860,758    1,034,464</P>
<P>Net Loss                               21,885,330    10,930,163    1,037,626</P>
<P>Loss per share                           (1.60)        (0.96)        (0.14)</P>
<P>Weighted average number</P>
<P>  of ahares outstanding               13,679,385    11,419,641    7,361,275</P>

<P>&nbsp;</P>
<P>BALANCE SHEET DATA:</P>

<P>&nbsp;</P>
<P>                                              Year Ended December 31,    </P>
<P>                                            2000                  1999</P>

<P>&nbsp;</P>
<P>Working Capital(Deficit)                $(1,517,164)           $  (694,937)</P>
<P>Total Assets                                410,316             19,545,169</P>
<P>Total Current Liabilities                 1,764,973              1,221,650</P>
<P>Total Liabilities                         1,764,973              5,104,860</P>
<P>Shareholders' Equity (Deficit)           (1,354,657)            14,440,309</P>

<P>&nbsp;</P>
<P>                                  CHANGE OF INDEPENDENT AUDITOR</P>

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

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                             MANAGEMENT'S DISCUSSION AND ANALYSIS OF</P>
<P>                          FINANCIAL CONDITION AND RESULTS OF OPERATIONS</P>

<P>&nbsp;</P>
<P>Background</P>

<P>&nbsp;</P>
<P>We were organized to operate in the wireless cable and community (low</P>
<P>power) television industries.  Due to existing market conditions, we have</P>
<P>abandoned our wireless cable business.  Because our Quick-Cell wireless</P>
<P>Internet access system can be adapted for use on the wireless cable</P>
<P>frequencies, we believe our frequencies possess future value.  However,</P>
<P>these frequencies will not be of value to us, unless and until the FCC</P>
<P>approves two-way communications on them.  Due to this circumstance, our</P>
<P>wireless-cable-related assets have become impaired and their $188,091 book</P>
<P>value written off.</P>

<P>&nbsp;</P>
<P>Effective July 1, 1999, we assigned all of our television-related assets to</P>
<P>New Wave Media Corp., in exchange for a 15% ownership interest in New Wave</P>
<P>common stock.  This business segment was discontinued as of that date and,</P>
<P>since then, has not, and will not, generate any revenues.  Our board of</P>
<P>directors has declared a dividend with respect to all of the New Wave</P>
<P>shares.  These shares will be distributed to our shareholders, upon New</P>
<P>Wave's completion of a Securities Act registration of the distribution</P>
<P>transaction.  This registration proceeding has not been commenced by New</P>
<P>Wave, due to a lack of funds necessary to pay related professional</P>
<P>expenses.  New Wave has advised us that it is making its best efforts to</P>
<P>obtain capital for this purpose, but cannot provide an exact time by which</P>
<P>this will occur.</P>

<P>&nbsp;</P>
<P>Since 1998, we have acquired seven dial-up Internet service providers,</P>
<P>including CyberHighway, the business of www.e-tail.com and a web design</P>
<P>firm, none of which was an affiliated company nor were any  acquired from</P>
<P>an affiliate.  All but one of these acquisitions were made for shares of</P>
<P>our stock.  All of these acquisitions were accounted for as a purchase,</P>
<P>which means that we did not include past operations of the acquired</P>
<P>businesses in our historical statements of operations.  Also in connection</P>
<P>with these acquisitions, we recorded large amounts of amortizable customer</P>
<P>base and goodwill values, as a result of the acquisitions' valuations</P>
<P>exceeding the values of the tangible net assets.  At December 31, 2000, all</P>
<P>of these values were written off, due to the demise of CyberHighway's</P>
<P>business.  Please see the discussion under "CyberHighway Bankruptcy" below.</P>

<P>&nbsp;</P>
<P>All of the customers of the acquired Internet access providers were</P>
<P>assimilated into the dial-up operations of our CyberHighway subsidiary,</P>
<P>which has few remaining customers,  please see the discussion under</P>
<P>"CyberHighway Bankruptcy" below.</P>

<P>&nbsp;</P>
<P>We have determined to commit all of our available resources to the</P>
<P>exploitation of our Quick-Cell wireless Internet access products.  We</P>
<P>currently lack the capital necessary to do so.</P>

<P>&nbsp;</P>
<P>Current Overview</P>

<P>&nbsp;</P>
<P>Our management has committed all available current and future capital and</P>
<P>other resources to the commercial exploitation of our Quick-Cell wireless</P>
<P>Internet access products.  It is these products upon which our future is</P>
<P>based.</P>

<P>&nbsp;</P>
<P>As CyberHighway's business has dwindled to near nothing while in</P>
<P>bankruptcy, we have determined not to attempt to revive our dial-up</P>
<P>Internet access business and, for the foreseeable future, we have abandoned</P>
<P>development of our e-commerce business.</P>

<P>&nbsp;</P>
<P>In April 2001, we entered into a common stock purchase agreement with</P>
<P>Fusion Capital Fund II, LLC, which replaced a similar agreement entered</P>
<P>into in October 2000, pursuant to which Fusion Capital may purchase up to</P>
<P>$10 million of our common stock.  We intend to file, in the very near</P>
<P>future, a registration statement with respect to the shares issued and to</P>
<P>be issued pursuant to the Fusion Capital agreement.  Please see the</P>
<P>discussion under the heading "Management's Plans Relating to Future</P>
<P>Liquidity", for a more thorough explanation of the impact this agreement</P>
<P>could have on our business.  Should we obtain this funding, we would be</P>
<P>able to begin to pursue our wireless Internet business plan.  We have</P>
<P>commenced marketing of our Quick-Cell service through a reseller.  We will</P>
<P>need more capital thereafter, as we continue to expand our wireless</P>
<P>Internet business.  We may never possess enough capital to permit us to</P>
<P>earn a profit.</P>

<P>&nbsp;</P>
<P>CyberHighway Bankruptcy</P>

<P>&nbsp;</P>
<P>On September 29, 2000, an involuntary bankruptcy petition was filed against</P>
<P>CyberHighway in the Idaho Federal Bankruptcy Court, styled In Re:</P>
<P>CyberHighway, Inc., Case No. 00-02454, by ProPeople Staffing, CTC Telecom,</P>
<P>Inc. and Hawkins-Smith.  In December 2000, CyberHighway and the petitioning</P>
<P>creditors filed a joint motion to dismiss this proceeding.  The joint</P>
<P>motion to dismiss requires the approval of CyberHighway's creditors.</P>
<P>However, some of CyberHighway's creditors have objected to the dismissal of</P>
<P>the proceeding.  The basis of the creditors' objection is their belief that</P>
<P>CyberHighway's as-yet unasserted damage claims against the original</P>
<P>petitioning creditors and their law firm and a claim against Dialup USA,</P>
<P>Inc. represent CyberHighway's most valuable assets.  These as-yet</P>
<P>unasserted claims include claims for bad faith filing of the original</P>
<P>bankruptcy petition as to the original petitioning creditors and their law</P>
<P>firm, as well as a claim for tortious interference with beneficial business</P>
<P>relationships as to Dialup USA, Inc.  The objecting creditors desire that</P>
<P>these claims be adjudicated in the bankruptcy court.  It is likely that, at</P>
<P>some time in the future, a final order of bankruptcy will be entered with</P>
<P>respect to CyberHighway.  No prediction of the timing of such an order can</P>
<P>be made, although we believe that such an order would come only after the</P>
<P>final adjudication of the claims described above.</P>

<P>&nbsp;</P>
<P>The January 1999 acquisition of CyberHighway fundamentally altered our</P>
<P>company.  Our annual revenues went from nearly zero to about $2.5 million.</P>
<P>Beginning in the last half of 1999, operating losses at CyberHighway,</P>
<P>primarily personnel costs and leased telephone-line charges, steadily</P>
<P>increased, while revenues began to decrease slightly each quarter.  This</P>
<P>trend continued through 2000, until September 2000.</P>

<P>&nbsp;</P>
<P>As a means to achieve immediate cost savings at CyberHighway, in September</P>
<P>2000, the following actions were taken:</P>

<P>&nbsp;</P>
<P>     *  CyberHighway sold its affiliate-ISP business for $40,500, in cash; and</P>

<P>&nbsp;</P>
<P>    *  CyberHighway contracted with Dialup USA for all "backroom" and</P>
<P>customer support</P>
<P>        services, which took effect at the end of October 2000.</P>

<P>&nbsp;</P>
<P>These actions did reduce monthly operating costs by approximately $50,000.</P>

<P>&nbsp;</P>
<P>However, the involuntary bankruptcy proceeding started the demise of</P>
<P>CyberHighway's business, in effect rendering our September 2000 actions</P>
<P>meaningless.  Since that time, CyberHighway's company-owned dial-up</P>
<P>customer base has gone from approximately 8,500 to nearly none.  The filing</P>
<P>of the involuntary bankruptcy and CyberHighway's switch-over to the network</P>
<P>of Dialup USA were the primary causes of CyberHighway's customer base</P>
<P>demise.  We will not apply any available future capital to the</P>
<P>revitalization of our dial-up Internet access business.</P>

<P>&nbsp;</P>
<P>This sudden and permanent demise of CyberHighway's customer base has</P>
<P>rendered our intangible assets relating to those customers to become</P>
<P>worthless.  The write-off of these intangible assets totalled $4,814,272,</P>
<P>net of deferred taxes, as reflected in our December 31, 2000, financial</P>
<P>statements.  Due to this change in operating environment, monthly revenues</P>
<P>have decreased substantially, and, accordingly, goodwill has been impaired.</P>
<P> The write-down of goodwill totalled $4,425,037, as reflected in our</P>
<P>December 31, 2000, financial statements.  Please see the discussion below</P>
<P>under the heading "Liquidity and Capital Resources" for more information on</P>
<P>this topic.</P>

<P>&nbsp;</P>
<P>Shareholder Loans - Conversion to Equity</P>

<P>&nbsp;</P>
<P>In August 2000, our president, David M. Loflin, converted all loan amounts</P>
<P>owed to him, including accrued interest, into a total of 774,162 shares of</P>
<P>our common stock.  The total amount of indebtedness converted to common</P>
<P>stock was $967,703.  Since August 2000, Mr. Loflin has made small loans to</P>
<P>us to ease periods of restricted cash flow.  At December 31, 2000, we owed</P>
<P>Mr. Loflin $6,638.</P>

<P>&nbsp;</P>
<P>Results of Operations</P>

<P>&nbsp;</P>
<P>  General.  By the end of February 2001, CyberHighway had lost nearly all</P>
<P>of its dial-up Internet access customers and we do not foresee the</P>
<P>revitalization of CyberHighway's business.  You should not purchase our</P>
<P>common stock expecting that CyberHighway's business will assist in making</P>
<P>us profitable.</P>

<P>&nbsp;</P>
<P>  Until the involuntary bankruptcy was filed against CyberHighway in</P>
<P>September 2000, our revenues for 2000 were approximately 10% below 1999's</P>
<P>nine-month results.  Our revenues for the last three months of 2000</P>
<P>diminished rapidly month to month.  Currently, we derive no revenue from</P>
<P>CyberHighway's business.</P>

<P>&nbsp;</P>
<P>  We will report nominal revenues for the first quarter of 2001, most of</P>
<P>which are attributable to our Quick-Cell system in Santa Fe, New Mexico.</P>
<P>With the demise of CyberHighway, any future revenues will be derived from</P>
<P>sales of our Quick-Cell wireless Internet access service.  We currently</P>
<P>lack the capital necessary to pursue our Quick-Cell business plan, and we</P>
<P>may never possess enough capital with which to exploit fully our Quick-Cell</P>
<P>products.  In this circumstance, it is likely that we would never earn a</P>
<P>profit.</P>

<P>&nbsp;</P>
<P>  Prior to 1999, nearly all of our revenues were generated by our</P>
<P>now-defunct community television segment.  During 1999 and 2000, all of our</P>
<P>revenues were generated by our Internet segment.  Before the demise of</P>
<P>CyberHighway, our revenues were derived primarily from monthly customer</P>
<P>payments for dial-up access and from per-customer royalty payments from our</P>
<P>CyberHighway affiliate-ISPs.</P>

<P>&nbsp;</P>
<P>  Beginning in March 2000, we began initial Quick-Cell wireless Internet</P>
<P>access operations in Santa Fe, New Mexico.  Currently, we have</P>
<P>approximately 120 Quick-Cell customers.  Throughout 2000, these customers</P>
<P>were in their one-year "free-use" period.  Beginning in March 2001, we</P>
<P>began to receive monthly payments from the customers who had completed</P>
<P>their one-year of free use.  The lack of growth of our wireless Internet</P>
<P>access business during 2000 is due to the fact that our available monies</P>
<P>were applied to CyberHighway expenses and corporate overhead.  We had no</P>
<P>available capital to apply to the expansion of the Santa Fe market.</P>

<P>&nbsp;</P>
<P>  In the middle of 2000, we began marketing our Quick-Cell systems to local</P>
<P>exchange telephone companies, independent telephone companies, digital</P>
<P>subscriber line resellers and Internet service providers.  We sold three</P>
<P>Quick-Cell systems in a short time, and received approximately 200</P>
<P>additional indications of interest via e-mail and telephone from other</P>
<P>telecommunications companies and others, 25% of which our management</P>
<P>considered to be of a serious nature.  Due to a lack of capital, however,</P>
<P>this marketing effort was suspended before we investigated the nature of</P>
<P>the other inquiring companies.  No paying customers use these systems, due</P>
<P>to circumstances involving these companies that are beyond our control.</P>
<P>During 2001, we do not expect to derive significant revenues from customer</P>
<P>modem sales to these Quick-Cell purchasers.</P>

<P>&nbsp;</P>
<P>  In cities in which we construct company-owned Quick-Cell systems, we</P>
<P>intend to employ telephone marketing as the initial means for acquiring</P>
<P>customers and, later, mass media.  We will employ a sales force that will</P>
<P>focus primarily on potential business customers.  This focus on business</P>
<P>customers is based on our management's informal study of Internet usage by</P>
<P>businesses versus home users that revealed businesses' higher demand for</P>
<P>high-speed Internet access.  Our management's decision may prove to have</P>
<P>been incorrect, which would significantly impair our ability to earn a</P>
<P>profit.  Our management believes, based on its collective business</P>
<P>experience, that effective marketing techniques can overcome Quick-Cell's</P>
<P>lack of name recognition, although this belief may also prove to have been</P>
<P>incorrect.  Our Quick-Cell business will not be able to succeed without</P>
<P>additional capital.</P>

<P>&nbsp;</P>
<P>  In cities where a Quick-Cell reseller operates, we will not have final</P>
<P>approval of the reseller's marketing strategies.  Our resellers will be</P>
<P>permitted to market our Quick-Cell service in any commercially reasonable</P>
<P>manner. We cannot, therefore, assure you that any of our resellers will</P>
<P>ever achieve high enough sales levels that would permit us to earn a profit.</P>

<P>&nbsp;</P>
<P>  Under our Quick-Cell reseller agreement with WebConnect, we expect to</P>
<P>derive revenues as follows:</P>

<P>&nbsp;</P>
<P>     *  WebConnect's purchase of each Quick-Cell cell site;</P>

<P>&nbsp;</P>
<P>     *  WebConnect's purchase of all customer modems;</P>

<P>&nbsp;</P>
<P>     *  Charges for installation services on behalf of every customer</P>
<P>acquired by</P>
<P>        WebConnect; and</P>

<P>&nbsp;</P>
<P>     *  Monthly per-Quick-Cell-customer royalties, while we anticipate</P>
<P>that this monthly</P>
<P>        per-customer royalty will average approximately $12.00, we cannot</P>
<P>assure you that the</P>
<P>        monthly per-customer will be that high; in any event, given the</P>
<P>number of customers</P>
<P>        that can use a single Quick-Cell cell site, approximately 2,000,</P>
<P>the lowest monthly</P>
<P>        per-customer royalty to be paid by WebConnect will be about $9.00.</P>

<P>&nbsp;</P>
<P>  The results of operations for 1999 and 2000, when compared to those</P>
<P>expected for 2001, will not be similar.  We expect our revenues for 2001 to</P>
<P>be significantly below those of 1999 and 2000, since we no longer will</P>
<P>derive revenues from the operations of CyberHighway.  In 2001, we will</P>
<P>produce significant revenues only if:</P>

<P>&nbsp;</P>
<P>     *  our Quick-Cell reseller is as successful selling our wireless</P>
<P>Internet access</P>
<P>        products as it has been in the past in reselling a competing</P>
<P>wireless Internet</P>
<P>        access service; or</P>

<P>&nbsp;</P>
<P>     *  we are able to obtain at least $3,000,000 under the Fusion Capital</P>
<P>agreement.</P>

<P>&nbsp;</P>
<P>  Our reseller may not be successful enough for us to make a profit, nor</P>
<P>can we assure you that funding under the Fusion Capital agreement will</P>
<P>permit us to make a profit.</P>

<P>&nbsp;</P>
<P>  Year Ended December 31, 2000, versus Year Ended December 31, 1999.</P>
<P>During 1999 and 2000, nearly all of our revenues were generated by</P>
<P>CyberHighway's dial-up Internet access operations.  We derived our revenues</P>
<P>from monthly customer payments for dial-up Internet access, which averaged</P>
<P>approximately $18.00 per customer.  Also, until September 2000, we derived</P>
<P>revenue from per-customer royalty payments from our CyberHighway</P>
<P>affiliate-ISPs, which averaged approximately $1.75 per customer.</P>

<P>&nbsp;</P>
<P>  Due to the recent demise of CyberHighway, our revenues for most of 2001</P>
<P>can be expected to be significantly below our revenue levels of 1999 and</P>
<P>2000.  However, due to uncertainties relating to the timing of receipt of</P>
<P>expected funds under the Fusion Capital agreement, we can make no</P>
<P>prediction of our actual revenues.</P>

<P>&nbsp;</P>
<P>  Our operating results for 2000 and 1999 are summarized in the following</P>
<P>table:</P>

<P>&nbsp;</P>
<P>                                             2000                1999</P>

<P>&nbsp;</P>
<P>     Revenues                            $ 1,872,629        $ 2,547,225</P>
<P>     Internet Access Costs and</P>
<P>        Cost of Goods Sold                 2,145,955          1,152,721</P>
<P>     Gross Profit (Loss)                    (273,326)         1,394,504</P>
<P>     Operating Expenses                   14,975,583         11,860,758</P>
<P>     Loss from Operations                 15,248,909         10,466,254</P>
<P>     Other Expenses                        9,193,281          2,117,070</P>
<P>     Net Loss                             21,885,330         10,930,163</P>

<P>&nbsp;</P>
<P>  Our 2000 statement of operations reflect the following significant</P>
<P>charges against our earnings:</P>

<P>&nbsp;</P>
<P>     *  each of the following amounts relates to the demise of the business</P>
<P>of CyberHighway:</P>

<P>&nbsp;</P>
<P>        *       $4,814,272 amount of intangible assets written off</P>
<P>attributable to acquired</P>
<P>            customers bases, net of deferred taxes; and</P>

<P>&nbsp;</P>
<P>        *   $4,425,037  amount of intangible assets written off</P>
<P>attributable to goodwill.</P>

<P>&nbsp;</P>
<P>     *  $619,000,  750,000 shares of our common stock were issued to three</P>
<P>vice presidents,</P>
<P>        250,000 shares as an employment agreement signing bonus valued at</P>
<P>$2.00 per share and</P>
<P>        500,000 shares as employment bonuses valued at $119,000 this</P>
<P>expense is included in</P>
<P>        the "Salary and Commissions" statement of operations line item.</P>

<P>&nbsp;</P>
<P>  In our 1999 financial statements, we incurred two significant charges</P>
<P>against our earnings, which appear in our statement of operations under the</P>
<P>"Other Income (Expense)" heading:</P>

<P>&nbsp;</P>
<P>     *  As described above, we incurred a charge of $1,164,561 arising out</P>
<P>of our acquisition,</P>
<P>        and subsequent tender for rescission, of Net 1.</P>

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

<P>&nbsp;</P>
<P>  Due to our severe lack of capital during 1999 and 2000, during both</P>
<P>years, we issued a large number of shares of our stock to consultants in</P>
<P>payment of their services.  The fair value of the shares issued to</P>
<P>consultants is included in our statements of operations under the</P>
<P>"Professional Fees" line item.  Issuing stock was the only means by which</P>
<P>we could obtain the consultants' services.  The value of the consulting</P>
<P>services received by us under each agreement has been expensed in equal</P>
<P>monthly amounts over their respective terms:</P>

<P>&nbsp;</P>
<P>     *  in 2000, we issued 2,262,166 shares of our common stock under</P>
<P>consulting agreements;</P>
<P>        these shares were valued for financial accounting purposes at</P>
<P>$3,110,000, in the</P>
<P>        aggregate.  This amount is being expensed in equal monthly amounts</P>
<P>over periods</P>
<P>        ranging from four months to one year.  Approximately 75% of this</P>
<P>total amount was</P>
<P>        expensed during 2000.</P>

<P>&nbsp;</P>
<P>     *  in 1999, we issued 566,000 shares of common stock under consulting</P>
<P>agreements; these</P>
<P>        shares were valued for financial accounting purposes at $2,216,000,</P>
<P>in the aggregate.</P>
<P>        $2,000,000 of this amount is being expensed in equal monthly</P>
<P>amounts over five years,</P>
<P>        while the remaining $216,000 of this amount was expensed in equal</P>
<P>monthly amounts over</P>
<P>        periods ranging from three to six months.</P>

<P>&nbsp;</P>
<P>  Our net loss for 2000 is attributable to several large non-standard items:</P>

<P>&nbsp;</P>
<P>     *  the depreciation and amortization of acquired customer bases,</P>
<P>goodwill and other</P>
<P>        intangibles of $7,618,755;</P>

<P>&nbsp;</P>
<P>     *  $4,168,610 in professional fees, substantially all of which is</P>
<P>attributable to stock</P>
<P>        issuances under various consulting agreements;</P>

<P>&nbsp;</P>
<P>     *  $2,060,528 in salary and commissions was expensed, $619,000 of</P>
<P>which is the result of</P>
<P>        stock bonuses to three officers; and</P>

<P>&nbsp;</P>
<P>     *  $9,239,310 in impairment loss relating to the demise of</P>
<P>CyberHighway's business and</P>
<P>        the associated write off of all related intangible assets.</P>

<P>&nbsp;</P>
<P>        For 1999, our net loss is attributable in large measure to the following</P>
<P>expense items:</P>

<P>&nbsp;</P>
<P>     *  $7,653,924 in depreciation and amortization of acquired customer</P>
<P>bases, goodwill and</P>
<P>        other intangibles;</P>

<P>&nbsp;</P>
<P>     *  $1,945,935 in professional fees, substantially all of which is</P>
<P>attributable to stock</P>
<P>        issuances under various consulting agreements; and</P>

<P>&nbsp;</P>
<P>     *  $1,603,556 in salary and commissions.</P>

<P>&nbsp;</P>
<P>  Our acquisition and subsequent rescission of the acquisition of Net 1,</P>
<P>Inc. affected our 1999 and 2000 statements of operations in different ways,</P>
<P>as follows:</P>

<P>&nbsp;</P>
<P>     *  On August 23, 1999, we acquired Net 1, Inc.  Net 1 is primarily</P>
<P>engaged as an Internet</P>
<P>        service provider in Alabama.  In September 1999, we tendered the</P>
<P>shares of capital</P>
<P>        stock obtained in the acquisition of Net 1 for rescission of the</P>
<P>transaction.  This</P>
<P>        rescission was based on perceived material misstatements made by</P>
<P>one of the principals</P>
<P>        of Net 1.  However, legally, we were still the owner of the</P>
<P>outstanding shares of Net</P>
<P>        1 at December 31, 1999, and were required by generally accepted</P>
<P>accounting principles</P>
<P>        to record Net 1 as a wholly-owned subsidiary from the date of</P>
<P>acquisition.</P>

<P>&nbsp;</P>
<P>     *  It was discovered during the arbitration proceedings between us and</P>
<P>the former owners</P>
<P>        of Net 1 that no activity had occurred in Net 1 after the</P>
<P>acquisition.  The customer</P>
<P>        base was moved to an unrelated company by a former owner, and all</P>
<P>activity was</P>
<P>        transacted in the unrelated company.  Therefore, no revenues or</P>
<P>expenses were incurred</P>
<P>        by Net 1 from the date of acquisition, August 23, 1999, through</P>
<P>December 31, 1999.</P>

<P>&nbsp;</P>
<P>     *  The total cost of the acquisition was $1,164,561, which exceeded</P>
<P>fair value of the net</P>
<P>        assets of Net 1 by $1,164,561.  The excess was deemed to be</P>
<P>impaired at December 31,</P>
<P>        1999, due to the change in the operating environment and was</P>
<P>recorded as an impairment</P>
<P>        loss in our statement of operations for 1999 under the "Impairment</P>
<P>Loss" heading.</P>

<P>&nbsp;</P>
<P>     *  On October 12, 2000, the acquisition of Net 1 was rescinded.</P>
<P>Included in the terms of</P>
<P>        the settlement agreement was the return to us of the 250,000 shares</P>
<P>issued by us in</P>
<P>        the original transaction. We then issued 250,000 shares of our</P>
<P>stock in settlement of</P>
<P>        the arbitration.  The settlement agreement also called for one of</P>
<P>the former owners of</P>
<P>        Net 1 to assume a $50,000 liability, that was recorded by us upon</P>
<P>the acquisition. The</P>
<P>        total gain on the recission of the Net 1 transaction, $961,436, has</P>
<P>been recorded in</P>
<P>        our statement of operations for 2000 under the "Gain on Rescission"</P>
<P>heading.</P>

<P>&nbsp;</P>
<P>  For 1999 and 2000, our statements of operations reflect an income tax</P>
<P>benefit of $1,595,424 and $1,653,161, respectively, resulting from the</P>
<P>difference in the bases of the acquired customer bases for book versus tax</P>
<P>purposes.  Due to the demise of the business of CyberHighway, our statement</P>
<P>of operations for 2001 will not contain a similar tax benefit.</P>

<P>&nbsp;</P>
<P>  Community Television Segment.  During 1999, this segment had no revenues</P>
<P>and incurred a nominal loss from operations.  As discussed above, effective</P>
<P>July 1, 1999, we assigned all of our community television properties to New</P>
<P>Wave Media Corp. and is now defunct.  This segment was discontinued as of</P>
<P>that date and will not generate any revenues in the future.</P>

<P>&nbsp;</P>
<P>  Wireless Cable Segment.  The wireless cable segment has had no operating</P>
<P>activity since 1997.  As described above, we have ceased, for the</P>
<P>foreseeable future, our wireless cable activities.</P>

<P>&nbsp;</P>
<P>Liquidity and Capital Resources</P>

<P>&nbsp;</P>
<P>  General.  Since our inception, we have had a significant working capital</P>
<P>deficit.  Prior to our January 1999 acquisition of CyberHighway, we had no</P>
<P>material revenues and we operated from a severely illiquid position.</P>
<P>Following the CyberHighway acquisition and until the recent demise of</P>
<P>CyberHighway's business, we generated significant monthly revenues, yet</P>
<P>continued to have a working capital deficit.  Currently, we are</P>
<P>substantially illiquid, although we do possess approximately $150,000 in</P>
<P>cash, the result of recent securities sales to private investors.  Without</P>
<P>additional capital, it is possible that we would be forced to cease</P>
<P>operations.</P>

<P>&nbsp;</P>
<P>  Our Capital Needs.  To sustain our current level of operations for the</P>
<P>next twelve months, we will require additional capital of approximately</P>
<P>$300,000.  To accomplish our goals of expanding our Quick-Cell business, we</P>
<P>will require at least $2.5 million.  If we are unable to obtain this needed</P>
<P>capital, we could be forced to cease our operations.</P>

<P>&nbsp;</P>
<P>  Currently we do not possess enough capital to accomplish our goals for</P>
<P>our Quick-Cell wireless Internet access business, including the</P>
<P>construction of Quick-Cell systems.  When we refer to the construction of a</P>
<P>Quick-Cell system in any city, that process requires the following</P>
<P>expenditures:</P>

<P>&nbsp;</P>
<P>     *  A single Quick-Cell cell site, including a Quick-Cell server modem,</P>
<P>parts and</P>
<P>        configuration  projected average cost: $25,000;</P>

<P>&nbsp;</P>
<P>     *  Tower lease site projected average cost: $500 per month;</P>

<P>&nbsp;</P>
<P>     *  Direct T1 telephone line connection to the Internet  projected</P>
<P>average cost: $1,200</P>
<P>        per month; and</P>

<P>&nbsp;</P>
<P>     *  Initial inventory of customer modems  approximate cost: $70,000.</P>

<P>&nbsp;</P>
<P>Each Quick-Cell cell site added to an existing system will cost</P>
<P>approximately $25,000 for the server modem, parts and configuration, plus</P>
<P>tower lease costs and, if customer usage requires, the cost of a direct T1</P>
<P>telephone line connection to the Internet.</P>

<P>&nbsp;</P>
<P>  Should we be able to obtain the minimum of $400,000 per month pursuant to</P>
<P>the Fusion Capital agreement, we would have enough money to pay for the</P>
<P>construction of the initial Quick-Cell cell site in at least three markets</P>
<P>per month.  We cannot assure you that we will be able to construct</P>
<P>Quick-Cell cell sites at that rate.</P>

<P>&nbsp;</P>
<P>  In light of the relatively small amount of capital required to construct</P>
<P>each Quick-Cell cell site, we believe that the expected funding under the</P>
<P>Fusion Capital agreement would provide us with enough capital to construct</P>
<P>the initial Quick-Cell cell site and commence marketing activities in</P>
<P>approximately 60 markets.  With the Quick-Cell construction permitted by</P>
<P>this amount of capital, we will be able to determine whether our Quick-Cell</P>
<P>wireless Internet access business is a viable business, as presently</P>
<P>offered.  However, the funds expected under the Fusion Capital agreement</P>
<P>will not be adequate for us to pursue our complete Quick-Cell business</P>
<P>plan, and we cannot assure you that we will be able to obtain capital when</P>
<P>needed.  Our inability to obtain further capital when needed would lessen</P>
<P>our chance of earning a profit, as we would become illiquid.</P>

<P>&nbsp;</P>
<P>  Expected Proceeds from the Fusion Capital Agreement.  Beginning near the</P>
<P>end of the second quarter of 2001, we expect to being to receive the first</P>
<P>funds of up to $10 million under our agreement with Fusion Capital.</P>
<P>Assuming we receive the entire $10 million under that agreement, of which</P>
<P>there is no assurance, we anticipate that we will apply these funds as</P>
<P>follows:</P>

<P>&nbsp;</P>
<P>              Purchase of Quick-Cell Equipment              $ 6,000,000</P>
<P>              Construction of Quick-Cell Systems              1,300,000</P>
<P>              Marketing                                       1,000,000</P>
<P>              General and Administrative Expenses               200,000</P>
<P>              Finder's Fee                                      800,000</P>
<P>              Working Capital                                   700,000</P>

<P>&nbsp;</P>
<P>                                Total                       $10,000,000</P>

<P>&nbsp;</P>
<P>  Should all of our outstanding warrants, including all of the warrants to</P>
<P>be issued in connection with the Fusion Capital agreement, be exercised, we</P>
<P>would receive cash proceeds of approximately $2,540,000.  Funds received</P>
<P>from the exercise of warrants would be used to purchase Quick-Cell</P>
<P>equipment, to construct Quick-Cell systems, to market our Quick-Cell</P>
<P>wireless Internet access service and for working capital.  Please see the</P>
<P>discussion under "Use of Proceeds".</P>

<P>&nbsp;</P>
<P>  You should note that we may never receive any of the funds discussed</P>
<P>above.  Our failure to obtain capital from these sources could cause us to</P>
<P>cease our operations.</P>

<P>&nbsp;</P>
<P>  December 31, 2000.  At December 31, 2000, our working capital deficit was</P>
<P>$1,517,164, which is greater than our working capital deficit at December</P>
<P>31, 1999, of $694,937.  Our deficit would have been significantly larger,</P>
<P>if not for our president's converting $967,000 of our indebtedness to him</P>
<P>(including interest) into shares of our stock.  This conversion of debt</P>
<P>into stock was more than offset by an increase in accounts payable, accrued</P>
<P>salary and other current liabilities.</P>

<P>&nbsp;</P>
<P>  The following table sets forth our current assets and current liabilities</P>
<P>at December 31, 2000 and 1999:</P>

<P>&nbsp;</P>
<P>                                                               2000</P>
<P>  1999    </P>

<P>&nbsp;</P>
<P>     Current Assets                Cash                   $      1,088    $</P>
<P>   75,313</P>
<P>                                   Accounts Receivable               -</P>
<P>   59,098</P>
<P>                                   Inventory                   246,721</P>
<P>  386,802</P>
<P>                                   Prepaids                          -</P>
<P>    5,500</P>

<P>&nbsp;</P>
<P>     Current Liabilities           Notes payable -</P>
<P>                                     current portion      $          -    $</P>
<P>    5,910</P>
<P>                                   Accounts payable          1,472,030</P>
<P>  363,665</P>
<P>                                   Accrued payroll             158,262</P>
<P>  118,157</P>
<P>                                   Other current</P>
<P>                                    liabilities                 41,824</P>
<P>  216,650</P>
<P>                                   Property dividends</P>
<P>                                    payable                     43,750</P>
<P>   43,750</P>
<P>                                   Accrued interest to</P>
<P>                                    stockholder                      -</P>
<P>   29,741</P>
<P>                                   Notes payable to</P>
<P>                                    stockholder                  6,638</P>
<P>  356,239</P>
<P>                                   Deferred revenue                  -</P>
<P>   87,538</P>

<P>&nbsp;</P>
<P>  Many balance sheet line items changed significantly from 1999 to 2000.</P>
<P>These changes are summarized below:</P>

<P>&nbsp;</P>
<P>     *  Accounts Payable  our accounts payable increased to $1,472,030 in</P>
<P>2000, from $363,665</P>
<P>        in 1999.  This increase is due to our lack of capital throughout</P>
<P>2000, compounded by</P>
<P>        our decision to suspend payment of most of our accounts, beginning</P>
<P>in April 2000. </P>
<P>        While no creditor has taken any adverse action against USURF</P>
<P>America as a result of</P>
<P>        this policy, this policy did negatively impact CyberHighway.</P>

<P>&nbsp;</P>
<P>     *  Other Current Liabilities  our other current liabilities decreased</P>
<P>from 1999 to 2000,</P>
<P>        from $216,650 to $41,824.  This change resulted from the rescission</P>
<P>of the Net 1</P>
<P>        acquisition transaction, as Net 1's liabilities were removed.</P>

<P>&nbsp;</P>
<P>     *  Accrued Interest to Stockholder  at December 31, 2000, we owed our</P>
<P>president only</P>
<P>        $6,638, because of his converting approximately $967,000 that we</P>
<P>owed him into shares</P>
<P>        of our stock in August 2000.</P>

<P>&nbsp;</P>
<P>     *  Deferred Revenue  we had no deferred revenue for 2000, due to the</P>
<P>sudden demise of</P>
<P>        CyberHighway during the last quarter of 2000.</P>

<P>&nbsp;</P>
<P>     *  Long-term Liabilities  at December 31, 2000, we had no long-term</P>
<P>liabilities.  Our</P>
<P>        1999 long-term liabilities consisted primarily of deferred taxes</P>
<P>relating to our</P>
<P>        acquired customer bases.  However, deferred taxes are no longer</P>
<P>applicable, since our</P>
<P>        intangible assets have been written off.</P>

<P>&nbsp;</P>
<P>     *  Subscriptions Receivable  this amount of $933,514 arises from our</P>
<P>president's</P>
<P>        converting his loans into shares of our stock. This entry appears</P>
<P>due to the fact that</P>
<P>        the shares issued in that transaction were not actually issued</P>
<P>until after December</P>
<P>        31, 2000, due to an administrative oversight.</P>

<P>&nbsp;</P>
<P>     *  Stockholders' Equity (Deficit)  at December 31, 2000, we had a</P>
<P>stockholders' deficit</P>
<P>        of $1,354,657, the result of the write off of all of our intangible</P>
<P>assets.  This is</P>
<P>        compared to our stockholders' equity of $14,440,309 at December 31,</P>
<P>1999.</P>

<P>&nbsp;</P>
<P>  Without obtaining at least $1,000,000 in new capital, we will continue to</P>
<P>have a significant working capital deficit and will not be able to operate</P>
<P>from a position of liquidity.  This will impair our ability to pursue our</P>
<P>Quick-Cell business plan and, thus, our ability ever to earn a profit.</P>

<P>&nbsp;</P>
<P>  Our accrued payroll at December 31, 2000, as well as at December 31,</P>
<P>1999, is primarily attributable to accrued salary of our president and two</P>
<P>of our vice presidents.</P>

<P>&nbsp;</P>
<P>  In August 2000, our president, David M. Loflin, converted the entire</P>
<P>amount owed to him, including accrued interest, into a total of 774,162</P>
<P>shares of our common stock.  The total amount of indebtedness converted to</P>
<P>common stock was $967,703.  Mr. Loflin received one share for each $1.25</P>
<P>owed him - $1.25 was the low sale price for our common stock on the</P>
<P>American Stock Exchange on August 18, 2000, the last trading day prior to</P>
<P>the conversion.  Until converted, all of the loans from Mr. Loflin were</P>
<P>payable on demand, with interest accruing at 8% per annum.  The funds</P>
<P>loaned by Mr. Loflin were used primarily for operating expenses, including</P>
<P>expenses of CyberHighway, corporate overhead and the construction of our</P>
<P>Quick-Cell system in Santa Fe, New Mexico.  Subsequent to the conversion</P>
<P>transaction, Mr. Loflin has loaned us small sums.  At December 31, 2000, we</P>
<P>owed Mr. Loflin $6,638.  All sums owed to Mr. Loflin are payable on demand,</P>
<P>with interest accruing at 8% per annum.   We cannot assure you that Mr.</P>
<P>Loflin will continue to loan us money when we need it.</P>

<P>&nbsp;</P>
<P>  During 2000, we obtained funds from sales of our securities on two</P>
<P>occasions:</P>

<P>&nbsp;</P>
<P>     *  In March and April 2000, we sold a total of 60,000 units of</P>
<P>securities to private</P>
<P>        investors, each unit being comprised of one share of our stock and</P>
<P>one warrant with an</P>
<P>        exercise price of $7.50 per share.  The warrants are exercisable</P>
<P>for a period of two</P>
<P>        years.  Each unit was sold for $5.00 in cash, for total proceeds of</P>
<P>$300,000.  These</P>
<P>        proceeds were used to pay approximately $275,000 in operating</P>
<P>expenses, including</P>
<P>        operating expenses of CyberHighway, and to purchase about $50,000</P>
<P>of equipment.</P>

<P>&nbsp;</P>
<P>     *  In December 2000, we sold 400,000 shares of our common stock to a</P>
<P>private investor for</P>
<P>        $80,000 in cash.  The proceeds from this sale of stock were used to</P>
<P>pay accounting</P>
<P>        expenses and for working capital.  In connection with this sale of</P>
<P>stock, we issued to</P>
<P>        a finder 40,000 shares of our common stock and a warrant to</P>
<P>purchase 380,000 shares of</P>
<P>        our common stock at an exercise price of $.20 per share.  These</P>
<P>warrants are</P>
<P>        exercisable for a period of three years.  The 40,000 shares issued</P>
<P>to the finder were</P>
<P>        valued at $.20 per share, a total value of $8,000.  No value was</P>
<P>placed on the</P>
<P>        warrants issued.</P>

<P>&nbsp;</P>
<P>Subsequent to 2000, we have sold securities on two occasions:</P>

<P>&nbsp;</P>
<P>     *  In February 2001, we sold 840,000 units of securities, each unit</P>
<P>being comprised of</P>
<P>        one share of our stock and one warrant with an exercise price of</P>
<P>$.15 per share, to a</P>
<P>        private investor for $126,000 in cash.  The warrants are</P>
<P>exercisable for a period of</P>
<P>        three years.  The proceeds from this sale of securities will be</P>
<P>applied to the payment</P>
<P>        of approximately $50,000 in professional fees and the balance will</P>
<P>be used for working</P>
<P>        capital.  In connection with this sale of securities, we issued to</P>
<P>a finder 84,000</P>
<P>        shares of our common stock and a warrant to purchase 336,000 shares</P>
<P>of our common</P>
<P>        stock at an exercise price of $.15 per share.  These warrants are</P>
<P>exercisable for a</P>
<P>        period of three years.  The 84,000 shares issued to the finder were</P>
<P>valued at $.15 per</P>
<P>        share, a total value of $12,600.  No value was placed on the</P>
<P>warrants issued.</P>

<P>&nbsp;</P>
<P>     *  In March 2001, we sold 500,000 units of securities, each unit being</P>
<P>comprised of one</P>
<P>        share of our stock and one warrant with an exercise price of $.25</P>
<P>per share, to a</P>
<P>        private investor for $125,000 in cash.  The warrants are</P>
<P>exercisable for a period of</P>
<P>        three years.  Approximately 60% of the proceeds from this sale of</P>
<P>securities will be</P>
<P>        applied to the construction of a Quick-Cell system and the balance</P>
<P>will be used for</P>
<P>        working capital.  In connection with this sale of securities, we</P>
<P>issued to a finder</P>
<P>        50,000 shares of our common stock and a warrant to purchase 200,000</P>
<P>shares of our</P>
<P>        common stock at an exercise price of $.25 per share.  These</P>
<P>warrants are exercisable</P>
<P>        for a period of three years.  The 50,000 shares issued to the</P>
<P>finder were valued at</P>
<P>        $.25 per share, a total value of $12,500.  No value was placed on</P>
<P>the warrants issued.</P>

<P>&nbsp;</P>
<P>  If we are unable to obtain significant additional capital, it is possible</P>
<P>that we would be forced to cease operations.</P>

<P>&nbsp;</P>
<P>  Community Television Stations. In furtherance of our plan to focus on the</P>
<P>implementation of our Quick-Cell business plan, effective July 1, 1999, we</P>
<P>assigned all of our community (low power) television properties to New Wave</P>
<P>Media Corp., in exchange for 1,500,000 shares of New Wave common stock.</P>
<P>Our board of directors declared a dividend with respect to all 1,500,000</P>
<P>New Wave shares.</P>

<P>&nbsp;</P>
<P>  Cash Flows from Operating Activities.  During the year ended December 31,</P>
<P>2000, our operations used $953,112 in cash compared to cash used of</P>
<P>$546,097 during 1999.  In both years, the use of cash in operations was a</P>
<P>direct result of the lack of revenues compared to our operating expenses,</P>
<P>particularly our Internet access costs and salary and commissions.  The</P>
<P>recent demise of the business of CyberHighway has served to reduce</P>
<P>substantially our ongoing operating expenses; however, its demise also</P>
<P>reduced our revenues to insubstantial amounts.  The effects of the demise</P>
<P>of CyberHighway will not be readily apparent from our financial statements</P>
<P>until the first quarter of 2001.</P>

<P>&nbsp;</P>
<P>  For the year ended December 31, 2000, our operations would have used</P>
<P>approximately $750,000 more in cash, had we not determined to defer payment</P>
<P>of nearly all of our accounts payable for most of the year, due to our lack</P>
<P>of working capital.</P>

<P>&nbsp;</P>
<P>  Cash Flows from Investing Activities.  During the year ended December 31,</P>
<P>2000, our investing activities used cash of $85,150 compared to $412,785 in</P>
<P>1999.  During 2000, in our investing activities, purchases of equipment</P>
<P>used cash, though to a lesser extent than during 1999; in 1999, our</P>
<P>equipment purchases of $614,193 were offset, to some degree, by cash</P>
<P>acquired in acquisitions of $186,318.  Because we lack working capital, we</P>
<P>cannot predict our cash flows from investing activities for 2001.</P>

<P>&nbsp;</P>
<P>  Cash Flows from Financing Activities.  For 2000, our financing activities</P>
<P>provided $964,037 in cash.  Of this amount, $568,571 is attributable to</P>
<P>loans from our president and $370,000 is attributable to sales of</P>
<P>securities.  For 1999, our financing activities provided $1,026,963 in</P>
<P>cash, $235,010 of which is attributable to loans from our president and</P>
<P>$545,000 of which is attributable to private sales of our securities.  We</P>
<P>continue to seek capital and cannot, therefore, predict future levels of</P>
<P>cash flows from financing activities. However, we expect that financing</P>
<P>activities will provide significant sums of cash, as a result of sales of</P>
<P>our common stock expected under the agreement with Fusion Capital.</P>

<P>&nbsp;</P>
<P>  Non-Cash Investing and Financing Activities.  During the year ended</P>
<P>December 31, 2000, we issued a total of 2,262,166 shares of common stock</P>
<P>under consulting agreements; these shares have been valued at $3,110,000,</P>
<P>in the aggregate.  Also during 2000, we issued a total of 131,063 shares of</P>
<P>common stock in acquisitions, which shares were valued at $761,751, in the</P>
<P>aggregate.</P>

<P>&nbsp;</P>
<P>  In May 2000, we issued 250,000 shares of our common stock to a vice</P>
<P>president as a signing bonus under his employment agreement, which were</P>
<P>valued at $500,000, in the aggregate.</P>

<P>&nbsp;</P>
<P>  In July 2000, we  we entered into an investment banking agreement with</P>
<P>Gruntal &amp; Co., L.L.C., under which we issued 250,000 shares of our common</P>
<P>stock, valued at $470,000, in the aggregate.</P>

<P>&nbsp;</P>
<P>  In December 2000, we issued a total of 500,000 shares of our common stock</P>
<P>as bonuses to two of our vice presidents, which were valued at $.24 per</P>
<P>share, the last closing price of our common stock prior to the issuances, a</P>
<P>total value of $119,000.</P>

<P>&nbsp;</P>
<P>  During 1999, non-cash investing and financing activities included the</P>
<P>issuance of shares for the acquisition of several businesses. By far the</P>
<P>largest of these transactions was the acquisition of CyberHighway.  We</P>
<P>issued 2,325,000 shares of our common stock in connection with this</P>
<P>acquisition.  These shares were valued at approximately $18,530,250.  Each</P>
<P>of the four other Internet service providers acquired by us were</P>
<P>assimilated into the operations of CyberHighway.  Now, with the involuntary</P>
<P>bankruptcy of CyberHighway, none of these Internet service providers</P>
<P>represents a portion of our continuing operations.  Our historical balance</P>
<P>sheets have reflected these acquisition values, less accumulated</P>
<P>amortization.  However, due to the recent demise of CyberHighway, the</P>
<P>unamortized portion of this value was written-off on our December 31, 2000</P>
<P>balance sheet.  We have suspended, for the foreseeable future, the</P>
<P>development of the acquired business known as www.usurf.com, due to a lack</P>
<P>of capital, the acquisition of which was valued at $863,000, and we have</P>
<P>determined not to pursue the development of www.e-tail.com.</P>

<P>&nbsp;</P>
<P>Management's Plans Relating to Future Liquidity</P>

<P>&nbsp;</P>
<P>To sustain our current level of operations for the next twelve months, we</P>
<P>will require additional capital of approximately $300,000.  To accomplish</P>
<P>our goals of expanding our Quick-Cell business, we will require at least</P>
<P>$2.5 million.</P>

<P>&nbsp;</P>
<P>Our best opportunity for obtaining needed funds is pursuant to the Fusion</P>
<P>Capital agreement.  The following summarizes the important terms under the</P>
<P>Fusion Capital agreement:</P>

<P>&nbsp;</P>
<P>     *  Fusion Capital may purchase up to $10 million of our common stock;</P>

<P>&nbsp;</P>
<P>     *  The selling price to Fusion Capital will be equal to a price based</P>
<P>upon the future</P>
<P>        market price of the common stock without any fixed discount to the</P>
<P>market price;</P>

<P>&nbsp;</P>
<P>     *  We have the right to require Fusion Capital to purchase up to</P>
<P>$20,000 each trading day</P>
<P>        during the agreement;</P>

<P>&nbsp;</P>
<P>     *  Should our stock price be $5.00 or higher for five consecutive</P>
<P>trading days, we have</P>
<P>        the right to require Fusion Capital to purchase up to the full</P>
<P>remaining portion of</P>
<P>        the $10 million commitment; and</P>

<P>&nbsp;</P>
<P>     *  During the term of the Fusion Capital agreement, we may not issue,</P>
<P>or agree to issue,</P>
<P>        any variable-priced equity or variable-priced "equity-like"</P>
<P>securities, unless we have</P>
<P>        obtained Fusion Capital's prior written consent.</P>

<P>&nbsp;</P>
<P>We may never realize proceeds under the Fusion Capital agreement.</P>

<P>&nbsp;</P>
<P>Should we obtain at least $2.5 million under the Fusion Capital agreement,</P>
<P>we expect that we will be able to accomplish our two primary objectives:</P>

<P>&nbsp;</P>
<P>     *  Placing at least 20,000 customers on our Quick-Cell systems during</P>
<P>the next year; and</P>

<P>&nbsp;</P>
<P>     *  proving the commercial viability of our Quick-Cell wireless</P>
<P>Internet access service.</P>

<P>&nbsp;</P>
<P>We cannot assure you that we will accomplish these objectives.</P>

<P>&nbsp;</P>
<P>Currently, we have no other sources for funding on the scale of the Fusion</P>
<P>Capital transaction.</P>

<P>&nbsp;</P>
<P>If we do not obtain the necessary funding, we would be forced to cease</P>
<P>operations.</P>

<P>&nbsp;</P>
<P>Capital Expenditures</P>

<P>&nbsp;</P>
<P>During 2000, we made approximately $195,000 in equipment purchases,</P>
<P>approximately 40% for wireless Internet equipment and approximately 60% for</P>
<P>needed equipment in our network operations center.  We currently have no</P>
<P>capital with which to make any significant capital expenditures.  Should we</P>
<P>obtain funding under the Fusion Capital agreement, we will be able to make</P>
<P>major expenditures on Quick-Cell-related equipment, as described above.</P>
<P>However, without additional capital, we will make no capital expenditures.</P>
<P>During Fiscal 1999, we made $614,193 in equipment purchases.</P>

<P>&nbsp;</P>
<P>Year 2000 Issues</P>

<P>&nbsp;</P>
<P>We experienced no problems related to Year 2000 issues.  During our efforts</P>
<P>to become completely Year 2000 compliant, we incurred expenses of</P>
<P>approximately $75,000.</P>

<P>&nbsp;</P>
<P>                                          REGULATION</P>

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

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

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

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

<P>&nbsp;</P>
<P>                                            BUSINESS</P>

<P>&nbsp;</P>
<P>History</P>

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

<P>&nbsp;</P>
<P>Since September 1998, we have acquired seven dial-up ISPs, the business of</P>
<P>www.e-tail.com and a web design firm.</P>

<P>&nbsp;</P>
<P>Current Overview</P>

<P>&nbsp;</P>
<P>Our management has committed all available current and future capital and</P>
<P>other resources to the commercial exploitation of our Quick-Cell wireless</P>
<P>Internet access products.  It is these products upon which our future is</P>
<P>based.</P>

<P>&nbsp;</P>
<P>Our dial-up Internet access business has lost nearly all of its customers</P>
<P>and, for the foreseeable future, we have abandoned development of our</P>
<P>e-commerce business.</P>

<P>&nbsp;</P>
<P>Recent Developments</P>

<P>&nbsp;</P>
<P>On September 29, 2000, an involuntary bankruptcy petition was filed against</P>
<P>CyberHighway, our wholly-owned subsidiary, in the Idaho Federal Bankruptcy</P>
<P>Court.  The petition was brought by ProPeople Staffing, CTC Telecom, Inc.</P>
<P>and Hawkins-Smith.  In December 2000, a settlement was reached and the</P>
<P>petitioning creditors and CyberHighway filed a joint motion to dismiss this</P>
<P>involuntary proceeding.  The joint motion to dismiss requires the approval</P>
<P>of CyberHighway's creditors.  However, some of CyberHighway's creditors</P>
<P>have objected to the dismissal of the proceeding.  The basis of the</P>
<P>creditors' objection is their belief that CyberHighway's as-yet unasserted</P>
<P>damage claims against the original petitioning creditors and their law firm</P>
<P>represent CyberHighway's most valuable assets.  These objecting creditors</P>
<P>desire that these claims be adjudicated in the bankruptcy court.  It is</P>
<P>likely that, at some time in the future, a final order of bankruptcy will</P>
<P>be entered with respect to CyberHighway.  No prediction of the timing of</P>
<P>such an order can be made, although we believe that such an order would</P>
<P>come only after the final adjudication of the claims described above.</P>

<P>&nbsp;</P>
<P>Due primarily to the involuntary bankruptcy proceeding, CyberHighway has</P>
<P>lost nearly all of its customers.  We do not expect that CyberHighway will</P>
<P>resume operations.</P>

<P>&nbsp;</P>
<P>On April 25, 2001, we executed the Fusion Capital agreement, which replaced</P>
<P>a similar agreement dated October 9, 2001.  Under this agreement, Fusion</P>
<P>Capital may purchase up to $10 million of our common stock over a period of</P>
<P>up to 25 months. (See "The Fusion Capital Transaction", page 35).  We</P>
<P>intend to file, in the very near future, with the SEC a registration</P>
<P>statement that relates to the resale of the shares issued and to be issued</P>
<P>pursuant to the Fusion Capital agreement.</P>

<P>&nbsp;</P>
<P>With the recent merger between Qwest Communications and US West, we do not</P>
<P>expect to execute final agreements that embody our previously announced</P>
<P>letter of intent.  This change in circumstance will not hinder our</P>
<P>Quick-Cell business plan.</P>

<P>&nbsp;</P>
<P>We have abandoned our plan to establish ourselves as a national dial-up</P>
<P>Internet service provider.  Because of this change, we terminated our</P>
<P>contracts with two companies that serve as Internet backbone providers,</P>
<P>NaviNet, Inc. and ioNET, Inc., a subsidiary of PSINet, Inc., with no</P>
<P>liability accruing to us.</P>

<P>&nbsp;</P>
<P>In April 2001, we entered into a Quick-Cell reseller agreement with</P>
<P>Wireless WebConnect!, Inc., a Florida-based national reseller of wireless</P>
<P>Internet access services.</P>

<P>&nbsp;</P>
<P>Industry Background</P>

<P>&nbsp;</P>
<P>Growth of the Internet; the World Wide Web.  The Internet, commonly known</P>
<P>as the World Wide Web, or simply the Web, is a collection of connected</P>
<P>computer systems and networks that link millions of public and private</P>
<P>computers to form, essentially, the largest computer network in the world.</P>
<P>The Internet has experienced rapid growth in recent years and is expected</P>
<P>to continue its growth.</P>

<P>&nbsp;</P>
<P>Internet Access.  Internet access services represent the means by which</P>
<P>ISPs interconnect business and consumer users to the Internet's resources.</P>
<P>Access services vary from dial-up modem access, like that provided by our</P>
<P>CyberHighway subsidiary, for individuals and small businesses to high-speed</P>
<P>dedicated transmission lines for broadband access by large organizations to</P>
<P>wireless Internet access systems, like our Quick-Cell wireless Internet</P>
<P>access system.</P>

<P>&nbsp;</P>
<P>Strategic Relationships</P>

<P>&nbsp;</P>
<P>Financial Relationships.  We view our investment banking relationship with</P>
<P>Gruntal &amp; Co., L.LC., New York, New York, and our recently established</P>
<P>relationship with Fusion Capital as valuable strategic relationships as we</P>
<P>move ahead with efforts to exploit our wireless Internet access products.</P>
<P>Our efforts will require significant capital and we expect that these</P>
<P>relationships will assist in obtaining some of the needed capital.</P>
<P>However, we cannot assure you that this will be the case.</P>

<P>&nbsp;</P>
<P>Business Relationship.  We recently entered into a reseller agreement</P>
<P>relating to our Quick-Cell wireless Internet access products with Wireless</P>
<P>WebConnect!, Inc., a Florida-based subsidiary of Intellicall, Inc., a</P>
<P>publicly-held company.  WebConnect is a nationally-known reseller of</P>
<P>wireless Internet access services.  Based on statements made by WebConnect</P>
<P>personnel, we anticipate that this strategic alliance will provide us a</P>
<P>relatively rapid means of increasing the number of Quick-Cell customers.</P>
<P>However, because activities under this agreement have only recently begun,</P>
<P>there is no actual sales data available upon which you can judge</P>
<P>WebConnect's ability to resell our Quick-Cell products.</P>

<P>&nbsp;</P>
<P>Wireless Internet Access</P>

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

<P>&nbsp;</P>
<P>What is Quick-Cell?  "Quick-Cell" is the brand name of our proprietary</P>
<P>wireless Internet access system.  Each Quick-Cell system is comprised of</P>
<P>one or more server modems, or cells.  Server modems, which are less than</P>
<P>one cubic foot in size, are mounted on tall structures, towers, tall</P>
<P>buildings or billboards, for example.  The space needed for mounting the</P>
<P>server modems can be leased for an average monthly payment of about $500.</P>
<P>Each server modem relays transmitted data directly into the Internet via a</P>
<P>T1, or larger, telephone line.  The monthly charge for each T1 line ranges</P>
<P>from $600 to $1,500, depending on the market.</P>

<P>&nbsp;</P>
<P>Installed customer modems, which are slightly larger in size than a deck of</P>
<P>playing cards, transmit data to, and receive data from, a server modem.</P>
<P>Each customer modem is installed in the customer's computer and connected</P>
<P>by a thin cable to a small antenna that is mounted on the outside of the</P>
<P>customer's place of business or home, as the case may be.  The installation</P>
<P>process for customer modems is quite similar to that of cable television:</P>
<P>the installation crew installs the customer modem in the computer, mounts</P>
<P>the antenna outside, connects the modem and antenna with the cable and</P>
<P>tests the connection.  Depending on the market, each customer installation</P>
<P>is expected to cost between $40 and $80.</P>

<P>&nbsp;</P>
<P>The number of Quick-Cell server modems needed for a particular system</P>
<P>depends on a few factors:</P>

<P>&nbsp;</P>
<P>     *  the geographic size of the city to be served  each server modem's</P>
<P>signal covers an</P>
<P>        area approximately seven miles in diameter;</P>

<P>&nbsp;</P>
<P>     *  the population density of the city to be served  since each server</P>
<P>modem is capable</P>
<P>        of handling up to approximately 2,000 customers, the greater the</P>
<P>population density,</P>
<P>        the greater the number of server modems required ;</P>

<P>&nbsp;</P>
<P>     *  the terrain of the city to be served  the hillier the terrain, the</P>
<P>greater the number</P>
<P>        of server modems required; and</P>

<P>&nbsp;</P>
<P>     *  the density of foliage of the city to be served  more densely</P>
<P>foliated areas require</P>
<P>        a greater number of server modems.</P>

<P>&nbsp;</P>
<P>Within a particular system, each additional server modem is configured to</P>
<P>share transmitted data with the other server modems, so as to provide an</P>
<P>uninterrupted connection to the Internet.  In a Quick-Cell system with</P>
<P>multiple server modems, the server modems are geographically located in a</P>
<P>honeycomb fashion, for technical reasons.</P>

<P>&nbsp;</P>
<P>Data transmission speeds remain constant within a Quick-Cell system's</P>
<P>transmission radius, regardless of the distance from the server modem.  On</P>
<P>the fringes of a Quick-Cell system's transmission radius, a customer's</P>
<P>connection may fade in and out, similar to the reception of distant AM</P>
<P>radio stations.  To avoid this circumstance, we will attempt to avoid</P>
<P>installing a customer modem within the fringe areas.</P>

<P>&nbsp;</P>
<P>Quick-Cell Equipment and Facilities.  Until February 2001, all of our</P>
<P>Quick-Cell modems were manufactured for us by OTC Telecom, San Jose,</P>
<P>California, using off-the-shelf circuit boards and other parts.  These</P>
<P>modems cost approximately $300 each, because we lacked capital to purchase</P>
<P>large quantities at a reduced per-modem cost.</P>

<P>&nbsp;</P>
<P>In February 2001, we completed the design and testing of our own modem</P>
<P>circuit board.  This advancement has freed us from our dependence on OTC</P>
<P>Telecom for modems.  We now are able to solicit competitive bids from</P>
<P>circuit board manufacturers and other parts suppliers, then assemble the</P>
<P>modems in our new facility located in Baton Rouge, Louisiana.  Our first</P>
<P>assembly run in this facility is planned for May 2001.  With these changes,</P>
<P>the modems will cost approximately $250.</P>

<P>&nbsp;</P>
<P>We will not construct towers on which to mount server modems.  Instead, we</P>
<P>will lease tower spaces, rooftop spaces or spaces on other tall structures.</P>
<P> We have recently signed a 23-city tower lease agreement with SBA</P>
<P>Communications Corporation, a Boca Raton, Florida-based tower company.  We</P>
<P>are currently negotiating with other tower companies for similar agreements</P>
<P>in other cities.  Based on our management's experience, securing adequate</P>
<P>locations to mount the server modems is not expected to impede Quick-Cell</P>
<P>system construction in any market.</P>

<P>&nbsp;</P>
<P>In each market, we will obtain the necessary fiber-optic telephone line</P>
<P>connections to the Internet from one of the many telecommunications</P>
<P>companies capable of providing an adequate Internet connection.  Based on</P>
<P>our past experience, we do not believe that we will encounter any</P>
<P>difficulty in obtaining needed connections to the Internet at acceptable</P>
<P>prices.</P>

<P>&nbsp;</P>
<P>Quick-Cell System Control Software.  We have developed software that</P>
<P>enables us to control the data transmission speed of each customer modem</P>
<P>within each Quick-Cell system, all from a single location.  With this</P>
<P>software, we are able to increase or decrease a customer's data</P>
<P>transmission speed in just a few minutes' time.  This software also permits</P>
<P>us to monitor easily each Quick-Cell server modem's bandwidth usage, which</P>
<P>will enable us to add a server modem to a Quick-Cell system that is</P>
<P>approaching maximum capacity prior to the time that system becomes</P>
<P>overloaded and its transmission speed slows.  This capability will enhance</P>
<P>our ability to provide our customers data transmission service at speeds</P>
<P>for which they contracted.</P>

<P>&nbsp;</P>
<P>Current Market.  We have one Quick-Cell system operating in Santa Fe, New</P>
<P>Mexico, where we serve approximately 120 customers.  We have been unable to</P>
<P>acquire more customers in Santa Fe, because we have lacked capital for</P>
<P>advertising and customer installation expenses.</P>

<P>&nbsp;</P>
<P>Reseller Agreement.  In April 2001, we entered into a Quick-Cell reseller</P>
<P>agreement with Wireless WebConnect!, Inc., a Florida-based wireless</P>
<P>Internet access reseller.  Prior to this time, WebConnect has acted</P>
<P>primarily as a reseller of a nationally-known wireless Internet access</P>
<P>service, known as "RicochetTM", which is offered by Metricom, Inc., San</P>
<P>Jose, California.  Our reseller agreement with WebConnect is for an initial</P>
<P>term of 10 years.</P>

<P>&nbsp;</P>
<P>Under the reseller agreement, WebConnect will select markets in which it</P>
<P>desires to market our Quick-Cell service and begin to pre-sell the service.</P>
<P> When 200 customers have subscribed to the service, we will construct the</P>
<P>Quick-Cell system for that market, at WebConnect's expense, paid in</P>
<P>advance.  WebConnect will also purchase all customer modems from us.  We</P>
<P>will provide all customer installation services, at WebConnect's expense.</P>
<P>WebConnect will provide all first level customer support services, services</P>
<P>that do not require a visit to the customer's location.  We will provide</P>
<P>all second level customer support services, services that require technical</P>
<P>expertise and/or a visit to the customer's location, at WebConnect's</P>
<P>expense.  In addition, WebConnect will pay us a monthly per-customer</P>
<P>royalty that we expect to average about $12.  However, because WebConnect</P>
<P>has not yet begun selling our Quick-Cell service in any market, we cannot</P>
<P>state with certainty the actual average monthly per-customer royalties that</P>
<P>we will be paid by WebConnect.</P>

<P>&nbsp;</P>
<P>While WebConnect has achieved a high level of success in reselling</P>
<P>Metricom's RicochetTM wireless Internet service, we cannot assure you that</P>
<P>WebConnect will be successful in reselling our Quick-Cell service.</P>

<P>&nbsp;</P>
<P>It is possible that WebConnect's rate of sales will outstrip our ability to</P>
<P>obtain needed equipment, including customer modems, due to our lack of</P>
<P>capital, or ability to hire and train qualified installation crews.  In</P>
<P>these circumstances, we would be unable to take full advantage of</P>
<P>WebConnect's abilities, thereby limiting potential profits.</P>

<P>&nbsp;</P>
<P>Other Quick-Cell Marketing Strategies.  In the middle of 2000, we began</P>
<P>marketing our Quick-Cell systems to local exchange telephone companies,</P>
<P>independent telephone companies, digital subscriber line resellers and</P>
<P>Internet service providers.  We sold three Quick-Cell systems in a short</P>
<P>time.  Due to a lack of capital, we have suspended this marketing effort.</P>

<P>&nbsp;</P>
<P>These Quick-Cell systems were sold to companies located in Brownwood,</P>
<P>Texas, Wheeling, West Virginia, and San Juan, Puerto Rico.  No paying</P>
<P>customers use these systems, due to circumstances involving these companies</P>
<P>that are beyond our control.  We are unsure if and when the owners of these</P>
<P>Quick-Cell systems will begin to offer service to the public.</P>

<P>&nbsp;</P>
<P>In 1999, we licensed five small Internet service providers to operate our</P>
<P>Quick-Cell system.  Three of these companies never acted on the granted</P>
<P>licenses and they expired.  A licensed Quick-Cell system in Casper,</P>
<P>Wyoming, operated for three months, but was discontinued due to the sale of</P>
<P>the licensee's business.  The Santa Fe, New Mexico, licensee was acquired</P>
<P>by us in June 1999.</P>

<P>&nbsp;</P>
<P>Quick-Cell Sales and Marketing.  In cities in which we construct</P>
<P>company-owned Quick-Cell systems, we intend to employ telephone marketing</P>
<P>as the initial means for acquiring customers, primarily business customers.</P>
<P> As a particular market begins to mature, we will employ mass media,</P>
<P>including radio advertising.  In conjunction with our mass media</P>
<P>advertising, we will employ a sales force that will focus primarily on</P>
<P>potential business customers.  This focus on business customers is based on</P>
<P>our management's informal study of Internet usage by businesses versus home</P>
<P>users that revealed businesses' higher demand for high-speed Internet</P>
<P>access.  Our management's decision may prove to have been incorrect, which</P>
<P>would significantly impair our ability to earn a profit.</P>

<P>&nbsp;</P>
<P>Without additional capital, we will not be able to construct another</P>
<P>company-owned Quick-Cell system.</P>

<P>&nbsp;</P>
<P>In cities where a Quick-Cell reseller operates, we will not have final</P>
<P>approval of the reseller's marketing strategies.  Our resellers will be</P>
<P>permitted to market our Quick-Cell service in any commercially reasonable</P>
<P>manner. We cannot, therefore, assure you that any of our resellers will</P>
<P>ever achieve high enough sales levels that would permit us to earn a profit.</P>

<P>&nbsp;</P>
<P>Competitive Features of Quick-Cell.  While we believe Quick-Cell possesses</P>
<P>some competitive advantages over other Internet access modes, it currently</P>
<P>has three significant competitive disadvantages:</P>

<P>&nbsp;</P>
<P>     *  No wide-spread brand name recognition;</P>

<P>&nbsp;</P>
<P>     *  Professional installation usually required; and</P>

<P>&nbsp;</P>
<P>     *  Internet access only available locally, compared to dial-up</P>
<P>Internet access that is</P>
<P>        available from virtually any telephone in any geographic location.</P>

<P>&nbsp;</P>
<P>It is possible that we could overcome the first two listed disadvantages,</P>
<P>after a lengthy period of marketing and product research and development.</P>
<P>However, we currently lack capital to overcome either disadvantage.</P>
<P>Further, it is likely that we will never overcome the third disadvantage,</P>
<P>due to the inherent broadcast limitations of wireless technologies.</P>

<P>&nbsp;</P>
<P>We believe Quick-Cell offers the following competitive advantages:</P>

<P>&nbsp;</P>
<P>     *  Speed: our Quick-Cell system is capable of data transmission speeds</P>
<P>of up to 10 Mbs;</P>
<P>        we expect that most of our customers' connections will transmit</P>
<P>data at the rate of</P>
<P>        256 kbs, the wireless equivalent of the well-publicized digital</P>
<P>subscriber line (DSL)</P>
<P>        hard wire Internet access method; our Quick-Cell system offers far</P>
<P>greater data</P>
<P>        transmission speeds than cellular telephone-based Internet access</P>
<P>methods;</P>

<P>&nbsp;</P>
<P>     *  Lower Cost: we expect that our Quick-Cell service will be offered</P>
<P>at costs between 15%</P>
<P>        and 60% less than available hard-wire Internet access, depending on</P>
<P>the particular</P>
<P>        market, that is, less than the sum of monthly Internet service</P>
<P>provider charges and</P>
<P>        monthly telephone line charges; Quick-Cell will also be priced</P>
<P>competitively with</P>
<P>        cellular-telephone-based and other wireless Internet access methods;</P>

<P>&nbsp;</P>
<P>     *  No Telephone Company Involvement: our Quick-Cell customers will not</P>
<P>be required to</P>
<P>        incur the expense of a hard-wire telephone line through which to</P>
<P>access the Internet;</P>

<P>&nbsp;</P>
<P>     *  Security/Encryption: our Quick-Cell system is capable of</P>
<P>encrypting, or scrambling,</P>
<P>        its broadcast signal, thereby offering a high degree of security to</P>
<P>customers; and</P>

<P>&nbsp;</P>
<P>     *  Mobility: our Quick-Cell system is able to permit service personnel</P>
<P>of a business to</P>
<P>        file contemporaneous reports, request and receive technical</P>
<P>assistance and perform</P>
<P>        other computer-based functions from a customer's place of business</P>
<P>or from a service</P>
<P>        vehicle, as long as the personnel remain within the Quick-Cell</P>
<P>system's coverage area.</P>

<P>&nbsp;</P>
<P>Other Wireless Product.  In January 1998, we delivered our first</P>
<P>proprietary wireless DataLink system.  This DataLink system was delivered</P>
<P>to the Baton Rouge refinery of one of the largest international oil</P>
<P>companies, the refinery being the second largest in the U.S.  The DataLink</P>
<P>system was purchased to replace an existing hard-wire (T1 telephone line)</P>
<P>data transmission system.  The wireless DataLink system transfers data at</P>
<P>the rate of 2 megabytes per second.  Due to a lack of capital for marketing</P>
<P>and equipment, our management suspended DataLink-related activities.  It</P>
<P>was determined that our Quick-Cell products provided us the greater</P>
<P>opportunity of achieving short-term market share and profitability.  We</P>
<P>cannot assume you that our management's decision in the regard will prove</P>
<P>to have been correct or that we will ever earn a profit.</P>

<P>&nbsp;</P>
<P>Dial-up Internet Access</P>

<P>&nbsp;</P>
<P>As recently as September 2000, our CyberHighway subsidiary provided dial-up</P>
<P>Internet service to about 25,000 customers, approximately 8,500 directly</P>
<P>and 16,500 through affiliate-Internet service providers.  As of the end of</P>
<P>February 2001, we had lost nearly all of our dial-up customers.  This rapid</P>
<P>demise of CyberHighway's business is due primarily to three factors:</P>

<P>&nbsp;</P>
<P>     *  In September 2000, we sold our affiliate-ISP business, due to its</P>
<P>lack of</P>
<P>        profitability;</P>

<P>&nbsp;</P>
<P>     *  In September 2000, an involuntary bankruptcy petition was filed</P>
<P>against CyberHighway</P>
<P>        we estimate that we lost at least 6,000 customers due to this event;</P>

<P>&nbsp;</P>
<P>     *  Our November 2000 switch-over to our contracted Internet service</P>
<P>company's network </P>
<P>        we estimate that we lost at least 2,000 customers to due to this</P>
<P>event.</P>

<P>&nbsp;</P>
<P>The remainder of lost customers is attributable to CyberHighway's normal</P>
<P>customer attrition rate, in light of the fact that CyberHighway ceased to</P>
<P>advertise its services following the involuntary bankruptcy filing.</P>

<P>&nbsp;</P>
<P>We do not intend to commit any resources towards the revitalization of the</P>
<P>business of CyberHighway.</P>

<P>&nbsp;</P>
<P>Customers and Markets.  We have lost nearly all of our dial-up Internet</P>
<P>access customers.  We do not expect that we will ever reclaim any dial-up</P>
<P>customers.</P>

<P>&nbsp;</P>
<P>Sales and Marketing.  CyberHighway has ceased all sales and marketing</P>
<P>activities.  We do not expect that these activities will be resumed.</P>

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

<P>&nbsp;</P>
<P>Customer Service and Support</P>

<P>&nbsp;</P>
<P>We are committed to the highest levels of customer satisfaction.  We</P>
<P>believe that maintaining high levels of customer satisfaction will remain</P>
<P>as a key competitive factor.  Currently, we provide wireless Internet</P>
<P>access customer support during normal business hours.  Our customer support</P>
<P>operations can be expected to expand, if and when we obtain needed capital.</P>

<P>&nbsp;</P>
<P>Competition</P>

<P>&nbsp;</P>
<P>We believe that the primary competitive factors determining success as an</P>
<P>Internet access provider are: a reputation for reliability and high-quality</P>
<P>service; effective customer support; access speed; pricing; effective</P>
<P>marketing techniques for customer acquisition; ease of use; and scope of</P>
<P>geographic coverage.  We believe that we will be able to address adequately</P>
<P>all of these factors, except that we will not be able to offer scope of</P>
<P>geographic coverage for the foreseeable future.  It is also possible that</P>
<P>we will not address any of these competitive factors successfully.  Should</P>
<P>we fail to do so, our business would likely never earn a profit.  We</P>
<P>currently lack capital necessary to compete effectively.</P>

<P>&nbsp;</P>
<P>We face severe competition from other wireless Internet access providers,</P>
<P>such as from Metricom's RicochetTM product, as well as large, national</P>
<P>providers of cellular telephone service providers.</P>

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

<P>&nbsp;</P>
<P>With respect to potential competitors, we expect that manufacturers of</P>
<P>computer hardware and software products, as well as media and</P>
<P>telecommunications companies will continue to enter the Internet services</P>
<P>market, which will serve to intensify competition.  In addition, as more</P>
<P>consumers and businesses increase their Internet usage, we expect existing</P>
<P>competitors to increase further their emphasis on Internet access and</P>
<P>electronic commerce initiatives, resulting in even greater competition.</P>
<P>The ability of competitors or others to enter into business combinations,</P>
<P>strategic alliances or joint ventures, or to bundle their services and</P>
<P>products with Internet access, could place us at a significant competitive</P>
<P>disadvantage.  We currently lack capital necessary to compete effectively</P>
<P>and we may never obtain enough capital to permit us to compete effectively</P>
<P>in our markets.</P>

<P>&nbsp;</P>
<P>Moreover, we expect to face competition in the future from companies that</P>
<P>provide connections to consumers' homes, such as telecommunications</P>
<P>providers, cable companies and electrical utility companies. For example,</P>
<P>recent advances in technology have enabled cable television operators to</P>
<P>offer Internet access through their cable facilities at significantly</P>
<P>higher speeds than existing analog modem speeds. These types of companies</P>
<P>could include Internet access in their basic bundle of services or offer</P>
<P>such access for a nominal additional charge.  Any such developments could</P>
<P>reduce our market share, thereby impairing our ability to earn a profit.</P>

<P>&nbsp;</P>
<P>Properties</P>

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

<P>&nbsp;</P>
<P>In Baton Rouge, Louisiana, we lease approximately 650 square feet for our</P>
<P>executive offices, for a monthly rental of approximately $800, and a 1,600</P>
<P>square foot modem assembly facility, for a monthly rental of approximately</P>
<P>$1500.  We lease approximately 500 square feet in Santa Fe, New Mexico, for</P>
<P>a monthly rental of approximately $800.  CyberHighway has given up our</P>
<P>leased premises.</P>

<P>&nbsp;</P>
<P>Wireless Cable Properties.  We own the rights to wireless cable channels in</P>
<P>Poplar Bluff, Missouri, Lebanon, Missouri, Port Angeles, Washington, The</P>
<P>Dalles, Oregon, Sand Point, Idaho, Fallon, Nevada, and Astoria, Oregon.  We</P>
<P>have abandoned our efforts to develop these wireless cable properties, due</P>
<P>to current market conditions.  Rather, because our Quick-Cell system can be</P>
<P>adapted for use on the wireless cable frequencies, we intend to develop</P>
<P>these properties into operating wireless Internet systems, at such time as</P>
<P>two-way data transmission on these frequencies is permitted.  We cannot</P>
<P>predict when this permission will be granted, if ever.</P>

<P>&nbsp;</P>
<P>Intellectual Property.  We currently rely on common law principles for the</P>
<P>protection of our copyrights and trademarks and trade secret laws to</P>
<P>protect our proprietary intellectual property rights.  We do not intend to</P>
<P>file patent applications relating to our Quick-Cell wireless Internet</P>
<P>access products, until completion of future generations of the products.</P>
<P>We have not filed trademark applications relating to the "Quick-Cell" and</P>
<P>the "USURF Wireless Internet" brand names.</P>

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

<P>&nbsp;</P>
<P>Employees</P>

<P>&nbsp;</P>
<P>We have eight employees, including four officers.  All of our officers have</P>
<P>entered into employment agreements.</P>

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

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                THE FUSION CAPITAL TRANSACTION</P>

<P>&nbsp;</P>
<P>General</P>

<P>&nbsp;</P>
<P>On April 25, 2001, we entered into a common stock purchase agreement with</P>
<P>Fusion Capital, which replaced a similar agreement dated October 9, 2000,</P>
<P>and amended by letter agreement on December 27, 2000, pursuant to which</P>
<P>Fusion Capital agreed to purchase up to $10 million of our common stock.</P>
<P>The selling price of the shares will be equal to a price based upon the</P>
<P>future market price of the common stock without any fixed discount to the</P>
<P>market price.</P>

<P>&nbsp;</P>
<P>We intend to file, in the near future, with the SEC a registration</P>
<P>statement that relates to the resale by Fusion Capital of the shares issued</P>
<P>and to be issued pursuant to the Fusion Capital agreement.</P>

<P>&nbsp;</P>
<P>Purchase of Shares Under the Fusion Capital Agreement</P>

<P>&nbsp;</P>
<P>Under the Fusion Capital agreement, Fusion Capital will purchase shares of</P>
<P>our common stock by purchasing from time to time a specified dollar amount</P>
<P>of our common stock. Subject to the limits on purchase and the termination</P>
<P>rights described below, each day during the term of up to 25 months, Fusion</P>
<P>Capital will purchase $20,000 of our common stock.  The term may be</P>
<P>extended up to an additional 3 months at our election. This amount may be</P>
<P>decreased by us at any time. If our stock price equals or exceeds $5.00 per</P>
<P>share, we have the right to increase this monthly amount up to the full</P>
<P>remaining portion of the $10 million commitment. The selling price per</P>
<P>share is equal to the lesser of:</P>
<P>                                </P>

<P>&nbsp;</P>
<P>     *  the lowest sale price of our common stock on the day of submission</P>
<P>of a purchase</P>
<P>        notice by Fusion Capital; or</P>

<P>&nbsp;</P>
<P>     *  the average of the three lowest closing sale prices of our common</P>
<P>stock during the 15</P>
<P>        trading days prior to the date of submission of a purchase notice</P>
<P>by Fusion Capital.</P>

<P>&nbsp;</P>
<P>The selling price will be adjusted for any reorganization,</P>
<P>recapitalization, non-cash dividend, stock split or other similar</P>
<P>transaction occurring during the fifteen (15) trading days in which the</P>
<P>closing bid price is used to compute the purchase price.  Even though the</P>
<P>Fusion Capital Agreement restricts Fusion Capital from owning more than</P>
<P>9.9% of our stock at any one time, this restriction does not prevent Fusion</P>
<P>Capital from selling a portion of its holdings and later purchasing</P>
<P>additional shares.  Thus, it is possible that the total number of shares</P>
<P>purchased by Fusion Capital would be greater than 9.9% of the</P>
<P>then-outstanding common stock.</P>

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

<P>&nbsp;</P>
<P>                       Total Shares                         Percent of Our</P>
<P>Common</P>
<P>                       Issuable Upon                        Stock Outstanding</P>
<P>       Assumed Per     a Full Purchase                      After Giving</P>
<P>       Share Purchase  Under the Fusion                     Effect to the</P>
<P>Issuance</P>
<P>       Price           Capital Agreement(1) Gross Proceeds  to Fusion Capital</P>

<P>&nbsp;</P>
<P>       $  .40(2)       6,000,000            $2,400,000          23.50%</P>
<P>       $ 1.50          6,000,000            $9,000,000          23.50%</P>
<P>       $ 2.00          5,000,000            $10,000,000         20.38%</P>
<P>       $ 5.00          2,000,000            $10,000,000          9.29%</P>
<P>       $10.00          1,000,000            $10,000,000          4.87%</P>
<P>       ------------</P>
<P>       (1) We intend to register 6,000,000 shares in connection with the</P>
<P>Fusion Capital</P>
<P>       agreement.</P>
<P>       (2) Closing price on April 26, 2001, as reported by AMEX.</P>
<P>       (3) In this circumstance, we intend to terminate that agreement</P>
<P>without payment or</P>
<P>       liability to Fusion Capital.  Thus, we would not be able to obtain</P>
<P>the maximum $10</P>
<P>       million under that agreement.</P>

<P>&nbsp;</P>
<P>Since we only plan to sell up to 6,000,000 shares to Fusion Capital under</P>
<P>the Fusion Capital agreement, the selling price of our stock sold to Fusion</P>
<P>Capital will need to average $1.67 per share for us to receive the maximum</P>
<P>proceeds of $10 million under that agreement.  Assuming a selling price of</P>
<P>$.40 per share, the closing sale price of the common stock on April 26,</P>
<P>2001, and the purchase by Fusion Capital of the full amount of shares</P>
<P>purchasable under the Fusion Capital agreement, proceeds to us would only</P>
<P>be approximately $2,400,000, unless we choose to issue more than 6,000,000</P>
<P>shares, which we have the right to do.</P>

<P>&nbsp;</P>
<P>Our Right to Prevent Purchases</P>

<P>&nbsp;</P>
<P>At any time or from time to time, we shall have the unconditional right to</P>
<P>prevent any purchases by Fusion Capital effective upon three trading days</P>
<P>prior notice. To the extent we need to use the cash proceeds of the sales</P>
<P>of common stock under the Fusion Capital agreement for working capital or</P>
<P>other business purposes, we do not intend to restrict purchases under the</P>
<P>Fusion Capital agreement.</P>

<P>&nbsp;</P>
<P>Our Right to Mandatory Purchases</P>

<P>&nbsp;</P>
<P>At all times, we shall have the right to decrease the $20,000 daily</P>
<P>purchase amount.  If the closing sale price of our common stock is at least</P>
<P>$5.00 for five consecutive trading days, we shall have the right to require</P>
<P>purchase by Fusion Capital of part or all of the full remaining portion of</P>
<P>the $10 million amount, in such amounts as determined by us.  Our right to</P>
<P>require purchase by Fusion Capital shall be exercisable by written notice</P>
<P>from us to Fusion Capital.</P>

<P>&nbsp;</P>
<P>Our Termination Rights</P>

<P>&nbsp;</P>
<P>Prior to the date on which shares are purchased by Fusion Capital, we shall</P>
<P>have the right to terminate the common stock purchase agreement at any time</P>
<P>for any reason. After the date on which shares are first purchased by</P>
<P>Fusion Capital, we shall have the right to terminate the common stock</P>
<P>purchase agreement at any time for any reason, by giving notice to Fusion</P>
<P>Capital exercising our right to terminate the agreement.  The termination</P>
<P>notice shall be effective three trading days after Fusion Capital receives</P>
<P>such notice. We may not exercise our termination rights in anticipation of,</P>
<P>or in connection with, a change of control or other major transaction</P>
<P>unless the change of control or other major transaction has been publicly</P>
<P>disclosed for at least 60 trading days.</P>

<P>&nbsp;</P>
<P>No Short-Selling or Hedging by Fusion Capital</P>

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

<P>&nbsp;</P>
<P>Events of Default</P>

<P>&nbsp;</P>
<P>Generally, Fusion Capital may terminate the Fusion Capital agreement</P>
<P>without any liability or payment to us upon the occurrence of any of the</P>
<P>following events of default:</P>

<P>&nbsp;</P>
<P>     *  if for any legal reason the shares purchased cannot be sold</P>
<P>pursuant to this</P>
<P>        prospectus for a period of 10 consecutive trading days or for more</P>
<P>than an aggregate</P>
<P>        of 30 trading days in any 365-day period;</P>

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

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

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

<P>&nbsp;</P>
<P>     *  any material breach of the representations or warranties or</P>
<P>covenants contained in the</P>
<P>        Fusion Capital agreement or any related agreements which has or</P>
<P>which could have a</P>
<P>        material adverse affect on us, subject to a cure period of 10</P>
<P>trading days;</P>

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

<P>&nbsp;</P>
<P>     *  a default of any payment obligation of USURF America in excess of</P>
<P>$1.0 million; or</P>

<P>&nbsp;</P>
<P>     *  commencement of insolvency or bankruptcy proceedings by or against</P>
<P>USURF America.</P>

<P>&nbsp;</P>
<P>Shares and Warrants Issued to Fusion Capital</P>

<P>&nbsp;</P>
<P>Under the Fusion Capital agreement, Fusion Capital has received 800,000</P>
<P>shares as part of its commitment fee.  These shares may not be sold by</P>
<P>Fusion Capital until the earliest of termination of the Fusion Capital</P>
<P>agreement, default under the Fusion Capital agreement or approximately 25</P>
<P>months from the date hereof. Under the Fusion Capital agreement, we have</P>
<P>issued to Fusion Capital, as part of its commitment fee, warrants to</P>
<P>purchase 215,000 shares of our common stock at an exercise price of $.25</P>
<P>per share, warrants to purchase 215,000 shares of our common stock at an</P>
<P>exercise price of $.35 per share and warrants to purchase 215,000 shares of</P>
<P>our common stock at an exercise price of $.45 per share.  These warrants</P>
<P>are exercisable by Fusion Capital for a period of five years from the date</P>
<P>of their issuance.</P>

<P>&nbsp;</P>
<P>No Variable-Priced Financings</P>

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

<P>&nbsp;</P>
<P>Holdings of Fusion Capital Upon Termination of the Offering</P>

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

<P>&nbsp;</P>
<P>Registration Rights Agreement</P>

<P>&nbsp;</P>
<P>In connection with the execution of the Fusion Capital agreement, we</P>
<P>executed a registration rights agreement with Fusion Capital, which relates</P>
<P>to the shares of our stock issued or to be issued under the Fusion Capital</P>
<P>agreement.  We are required under the registration rights agreement to</P>
<P>register all such shares of our common stock pursuant to a registration</P>
<P>statement and to keep such registration statement current for purposes of</P>
<P>Rule 424 under the Securities Act, for a period of up to five years.  In</P>
<P>keeping with our obligations under this agreement, we intend to file, in</P>
<P>the near future, with the SEC a registration statement that relates to the</P>
<P>resale by Fusion Capital of the shares issued and to be issued pursuant to</P>
<P>the Fusion Capital agreement.</P>

<P>&nbsp;</P>
<P>Finder's Fee</P>

<P>&nbsp;</P>
<P>Pursuant to the transactions contemplated by the Fusion Capital agreement,</P>
<P>we have issued to our investment banker, Gruntal &amp; Co., L.L.C., as a</P>
<P>finder's fee, 200,000 shares of our common stock and a total of 161,250</P>
<P>warrants.  All of the warrants issued to Gruntal &amp; Co. are exercisable for</P>
<P>a period of five years from the date of their issuance.</P>

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

<P>&nbsp;</P>
<P>                                             MANAGEMENT</P>

<P>&nbsp;</P>
<P>Directors and Officers</P>

<P>&nbsp;</P>
<P>The following table sets forth the officers and directors of USURF America.</P>

<P>&nbsp;</P>
<P>     Name                           Age         Position(s)</P>

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

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

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

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

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

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

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

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

<P>&nbsp;</P>
<P>Executive Committee</P>

<P>&nbsp;</P>
<P>Our board of directors created an Executive Committee to facilitate</P>
<P>management between meetings of the full board of directors.  David M.</P>
<P>Loflin, Waddell D. Loflin and Ross S. Bravata comprise the Executive</P>
<P>Committee.</P>

<P>&nbsp;</P>
<P>Our bylaws provide that the Executive Committee has the authority to</P>
<P>exercise all powers of the board of directors, except the power:</P>

<P>&nbsp;</P>
<P>     *  Declare dividends;</P>

<P>&nbsp;</P>
<P>     *  Sell or otherwise dispose of all or substantially all of our assets;</P>

<P>&nbsp;</P>
<P>     *  Recommend to our shareholders any action requiring their approval; and</P>

<P>&nbsp;</P>
<P>     *  Change the membership of any committee, fill the vacancies thereon</P>
<P>or discharge</P>
<P>        any committee.</P>

<P>&nbsp;</P>
<P>The Executive Committee, in general, acts on all matters requiring approval</P>
<P>of our board of directors.</P>

<P>&nbsp;</P>
<P>Audit Committee</P>

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

<P>&nbsp;</P>
<P>The Audit Committee recommended the change in our auditors to the full</P>
<P>board of directors.</P>

<P>&nbsp;</P>
<P>Executive Compensation</P>

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

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                                          Long-</P>
<P>                                                          term</P>
<P>                                                          Compen-</P>
<P>                                                          sation</P>
<P>                                               Other      Awards     All</P>
<P>                                               Annual       of       other</P>
<P>Name and                                       Compen-    Stock      Compen-</P>
<P>Principal             Salary       Bonus       sation     Options    sation</P>
<P>Position     Year        $           $            $          #          $</P>
<P>---------    ----    --------    ----------    -------    -------    -------</P>
<P>David M.     2000    $62,500(1)    $-0-        $-0-          0        $-0-</P>
<P> Loflin      1999    $62,500(2)    $-0-        $-0-          0        $-0-</P>
<P>President    1998    $55,000       $-0-        $-0-          0        $-0-</P>
<P>[Principal</P>
<P>Executive</P>
<P>Officer]</P>

<P>&nbsp;</P>
<P>Waddell D.   2000    $41,667(3)  $48,000(7)    $-0-          0        $-0-</P>
<P> Loflin      1999    $41,667(4)    $-0-        $-0-          0        $-0-</P>
<P>[Vice        1998    $48,000       $-0-        $-0-          0        $-0-</P>
<P>President</P>
<P>and Sec-</P>
<P>retary]</P>

<P>&nbsp;</P>
<P>James        2000    $103,333(5) $71,000(8)    $-0-          0        $-0-</P>
<P> Kaufman     1999    $103,333(6)   $-0-        $-0-          0        $-0-</P>
<P>[Vice        1998    $-0-          $-0-        $-0-          0        $-0-</P>
<P>President</P>
<P>- Corporate</P>
<P>Develop-</P>
<P>ment]</P>

<P>&nbsp;</P>
<P>Julius W.    2000    $-0-         $-0-         $-0-          0        $-0-   </P>
<P> Basham II   1999  $133,762       $-0-         $-0-          0        $-0-</P>
<P>[Former      1998    $-0-         $-0-         $-0-          0        $-0-</P>
<P>Chief</P>
<P>Operating</P>
<P>Officer]</P>

<P>&nbsp;</P>
<P>Robert A.    2000    $-0-       $500,000(9)    $-0-          0        $-0-</P>
<P> Hart IV     1999    $-0-         $-0-         $-0-          0        $-0-</P>
<P>[Vice        1998    $-0-         $-0-         $-0-          0        $-0-</P>
<P>President</P>
<P>- Tech-</P>
<P>nology]</P>
<P>-------------</P>
<P>(1) $27,083 of this amount has been accrued.</P>
<P>(2) $27,083 of this amount has been accrued.</P>
<P>(3) $10,417 of this amount has been accrued.</P>
<P>(4) $10,417 of this amount has been accrued.</P>
<P>(5) $20,667 of this amount has been accrued.</P>
<P>(6) $20,667 of this amount has been accrued; $82,666 of this amount was</P>
<P>paid in shares of our stock.</P>
<P>(7) This bonus was paid by the issuance of 200,000 shares to Mr. Loflin,</P>
<P>which were valued at $.24 per share, the last closing price of our common</P>
<P>stock prior to the issuance.</P>
<P>(8) This bonus was paid by the issuance of 300,000 shares to Mr. Kaufman,</P>
<P>which were valued at $.24 per share, the last closing price of our common</P>
<P>stock prior to the issuance.</P>
<P>(9) Mr. Hart received 250,000 shares of our common stock as a signing bonus</P>
<P>under the terms of his employment agreement.  These shares were valued at</P>
<P>$2.00 per share.</P>

<P>&nbsp;</P>
<P>In May 2000, we issued 250,000 shares to Robert A. Hart IV, our vice</P>
<P>president of technology, as a bonus, upon the execution of his employment</P>
<P>agreement.  These shares were valued at $2.00 per share, which was the</P>
<P>closing price of our common stock on the day of Mr. Hart's execution of his</P>
<P>employment agreement.</P>

<P>&nbsp;</P>
<P>In December 2000, two of our vice presidents, Waddell D. Loflin and James</P>
<P>Kaufman, were issued shares of our common stock as a bonus.  Mr. Loflin was</P>
<P>issued 200,000 shares and Mr. Kaufman was issued 300,000 shares.  These</P>
<P>shares were valued at $.24 per share, which was the closing sale price of</P>
<P>our common stock on the day immediately preceding their issuance.</P>

<P>&nbsp;</P>
<P>Compensation of Directors</P>

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

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

<P>&nbsp;</P>
<P>Employment Contracts and Termination of</P>
<P>Employment and Change-in-Control Agreements</P>

<P>&nbsp;</P>
<P>Each of our officers have entered into employment agreement, as well as</P>
<P>confidentiality agreements and agreements not to compete.</P>

<P>&nbsp;</P>
<P>     Name of Officer     Position(s)    Term       Salary         Date</P>
<P>     ----------------    -----------    ----       ------         ----</P>

<P>&nbsp;</P>
<P>     David M. Loflin     President      7 years   $150,000(1)    6/1/99</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>     Waddell D. Loflin   Vice President 7 years   $100,000(2)    6/1/99</P>
<P>                          and Secretary</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>     Robert A. Hart, IV  Vice President 3 years   $90,000(3)     5/25/00</P>
<P>                          of Technology</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>     James Kaufman       Vice President, 1 year   $120,000(4)    3/22/99</P>
<P>                          Corporate    (renewable)</P>
<P>                          Development</P>
<P>     ------------</P>
<P>     (1) Mr. Loflin has agreed to defer payment of a portion of his salary</P>
<P>until we are able</P>
<P>     to pay it.  As at December 31, 2000, we owed Mr. Loflin deferred</P>
<P>salary in the amount of</P>
<P>     $54,166.</P>
<P>     (2) Mr. Loflin has agreed to defer payment of a portion of his salary</P>
<P>until we are able</P>
<P>     to pay it.  As at December 31, 2000, we owed Mr. Loflin deferred</P>
<P>salary in the amount of</P>
<P>     $20,834.</P>
<P>     (3) Mr. Hart will begin to receive salary payments at such time as we</P>
<P>obtain a</P>
<P>     significant capital investment.  Mr. Hart received 250,000 shares of</P>
<P>our stock as a</P>
<P>     signing bonus, which shares were valued at $500,000.  The value of</P>
<P>these shares was</P>
<P>     derived from the closing price for our stock on the date of execution</P>
<P>of his employment</P>
<P>     agreement.</P>
<P>     (4) Mr. Kaufman has agreed to defer payment of a portion of his salary</P>
<P>until we are able</P>
<P>     to pay it.  As at December 31, 2000, we owed Mr. Kaufman deferred</P>
<P>salary in the amount of</P>
<P>     $41,334, 80% of which is payable in shares of our stock.  In 2000, we</P>
<P>issued Mr. Kaufman </P>
<P>     a total of 34,536 shares of our stock valued at $154,667 in payment of</P>
<P>the stock portion</P>
<P>     of his salary.</P>

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

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

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

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

<P>&nbsp;</P>
<P>Option/SAR Grants in Last Fiscal Year</P>

<P>&nbsp;</P>
<P>We have never granted any stock appreciation rights (SARs), nor do we</P>
<P>expect to grant any SARs in the foreseeable future.</P>

<P>&nbsp;</P>
<P>Section 16(a) Beneficial Ownership Reporting Compliance</P>

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

<P>&nbsp;</P>
<P>Based on a review of copies of these reports furnished to us, we believe</P>
<P>that all of our directors, executive directors and greater-than-10%</P>
<P>beneficial owners filed their respective Form 3 reports; all of the Form 3</P>
<P>reports were filed late.  Form 5 reports for 1999 and 2000 for all officers</P>
<P>and directors are due and have not yet been filed.  Form 4 reports for</P>
<P>certain of our officers and directors are due and have not yet been filed.</P>
<P>We have requested that all of these persons file the required reports.</P>

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

<P>&nbsp;</P>
<P>Indemnification of Directors and Officers</P>

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

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

<P>&nbsp;</P>
<P>                                     CERTAIN TRANSACTIONS</P>

<P>&nbsp;</P>
<P>Founders</P>

<P>&nbsp;</P>
<P>In November 1996, David M. Loflin purchased 1,600,000 shares of our common</P>
<P>stock for $1,600 and Waddell D. Loflin, purchased 200,000 shares of our</P>
<P>common stock for $200.</P>

<P>&nbsp;</P>
<P>Conversion of Loans to Stock by Officer</P>

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

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

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

<P>&nbsp;</P>
<P>Subscription Agreements</P>

<P>&nbsp;</P>
<P>In December 1996, we entered into a subscription agreement with David M.</P>
<P>Loflin, whereby we issued 1,578,512 shares of our common stock to Mr.</P>
<P>Loflin in exchange for assignments of licenses and leases of licenses of</P>
<P>television channels and wireless cable television channels and options to</P>
<P>acquire these assets.</P>

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

<P>&nbsp;</P>
<P>Also in December 1996, we entered into a subscription agreement with</P>
<P>Waddell D. Loflin, whereby we issued 104,249 shares of our common stock to</P>
<P>Mr. Loflin in exchange for an assignment of the license of a television</P>
<P>channel.</P>

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

<P>&nbsp;</P>
<P>Reorganizations</P>

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

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

<P>&nbsp;</P>
<P>Securities Purchases</P>

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

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

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

<P>&nbsp;</P>
<P>Stock Bonus Officers</P>

<P>&nbsp;</P>
<P>In May 2000, one of our vice presidents, Robert A. Hart IV, was issued</P>
<P>250,000 shares of our common stock as an employment agreement signing</P>
<P>bonus.  These shares were valued at $500,000, or $2.00 per share, pursuant</P>
<P>to the terms of the Mr. Hart's employment agreement.</P>

<P>&nbsp;</P>
<P>In December 2000, two of our vice presidents, Waddell D. Loflin and James</P>
<P>Kaufman, were issued shares of our common stock as a bonus.  Mr. Loflin was</P>
<P>issued 200,000 shares and Mr. Kaufman was issued 300,000 shares.  These</P>
<P>shares were valued at $119,000, or $.24 per share, which was the closing</P>
<P>sale price of our common stock on the day immediately preceding their</P>
<P>issuance.</P>

<P>&nbsp;</P>
<P>Stock Bonus Directors</P>

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

<P>&nbsp;</P>
<P>Employment Agreements</P>

<P>&nbsp;</P>
<P>Each of our officers have entered into employment agreement, as well as</P>
<P>confidentiality agreements and agreements not to compete.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>     Name of Officer     Position(s)    Term       Salary         Date</P>
<P>     ----------------    -----------    ----       ------         ----</P>

<P>&nbsp;</P>
<P>     David M. Loflin     President      7 years   $150,000(1)    6/1/99</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>     Waddell D. Loflin   Vice President 7 years   $100,000(2)    6/1/99</P>
<P>                          and Secretary</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>     Robert A. Hart, IV  Vice President 3 years   $90,000(3)     5/25/00</P>
<P>                          of Technology</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>     James Kaufman       Vice President, 1 year   $120,000(4)    3/22/99</P>
<P>                          Corporate    (renewable)</P>
<P>                          Development</P>
<P>     ------------</P>
<P>     (1) Mr. Loflin has agreed to defer payment of a portion of his salary</P>
<P>until we are able</P>
<P>     to pay it.  As at December 31, 2000, we owed Mr. Loflin deferred</P>
<P>salary in the amount of</P>
<P>     $54,166.</P>
<P>     (2) Mr. Loflin has agreed to defer payment of a portion of his salary</P>
<P>until we are able</P>
<P>     to pay it.  As at December 31, 2000, we owed Mr. Loflin deferred</P>
<P>salary in the amount of</P>
<P>     $20,834.</P>
<P>     (3) Mr. Hart will begin to receive salary payments at such time as we</P>
<P>obtain a</P>
<P>     significant capital investment.  Mr. Hart received 250,000 shares of</P>
<P>our stock as a</P>
<P>     signing bonus, which shares were valued at $500,000.  The value of</P>
<P>these shares was</P>
<P>     derived from the closing price for our stock on the date of execution</P>
<P>of his employment</P>
<P>     agreement.</P>
<P>     (4) Mr. Kaufman has agreed to defer payment of a portion of his salary</P>
<P>until we are able</P>
<P>     to pay it.  As at December 31, 2000, we owed Mr. Kaufman deferred</P>
<P>salary in the amount of</P>
<P>     $41,334, 80% of which is payable in shares of our stock.  In 2000, we</P>
<P>issued Mr. Kaufman </P>
<P>     a total of 34,536 shares of our stock valued at $154,667 in payment of</P>
<P>the stock portion</P>
<P>     of his salary.</P>

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

<P>&nbsp;</P>
<P>In May 2000, we issued 250,000 shares to Robert A. Hart IV, our vice</P>
<P>president of technology, as a bonus, upon the execution of his employment</P>
<P>agreement.  These shares were valued at $2.00 per share, which was the</P>
<P>closing price of our common stock on the day of Mr. Hart's execution of his</P>
<P>employment agreement.</P>

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

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

<P>&nbsp;</P>
<P>Voting Agreement</P>

<P>&nbsp;</P>
<P>On January 29, 1999, David W. Loflin, Waddell D. Loflin, Julius W. Basham,</P>
<P>David W. Brown and Wm. Kim Stimpson entered into a voting agreement,</P>
<P>whereby all of these persons are required to vote all shares owned by them</P>
<P>for David M. Loflin and Waddell D. Loflin in all elections of directors of</P>
<P>USURF America.  Currently, approximately 4,100,000 shares are subject to</P>
<P>this voting agreement.  This amount of stock represents approximately 21%</P>
<P>of our currently outstanding shares.</P>

<P>&nbsp;</P>
<P>Settlement Agreement</P>

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

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

<P>&nbsp;</P>
<P>Other material terms of the settlement agreement include</P>

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

<P>&nbsp;</P>
<P>     *  USURF America and CyberHighway released any and all claims against</P>
<P>Basham, Stimpson</P>
<P>        and Brown;</P>

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

<P>&nbsp;</P>
<P>     *  Basham, Stimpson and Brown each reaffirmed their existing</P>
<P>confidentiality agreements</P>
<P>        in their entirety;</P>

<P>&nbsp;</P>
<P>     *  USURF America delivered a total of 340,000 shares of common stock,</P>
<P>as follows: 215,000</P>
<P>        shares to Basham; 34,000 shares to Stimpson; and 91,000 shares to</P>
<P>Brown; these shares</P>
<P>        were valued at $2.6875 per share, $913,750 in the aggregate;</P>

<P>&nbsp;</P>
<P>     *  Basham resigned as chief operating officer of USURF America;</P>

<P>&nbsp;</P>
<P>     *  USURF America paid, as reimbursement for attorneys fees incurred by</P>
<P>Basham, Stimpson</P>
<P>        and Brown, the total sum of $43,325 to the law firm of Givens</P>
<P>Pursley, Boise, Idaho;</P>

<P>&nbsp;</P>
<P>     *  each of Basham, Stimpson and Brown acknowledged that the voting</P>
<P>agreement among</P>
<P>        Basham, Stimpson, Brown, David M. Loflin and Waddell D. Loflin</P>
<P>remained in full force</P>
<P>        and effect; and</P>

<P>&nbsp;</P>
<P>     *  nothing contained in the settlement agreement is construed as an</P>
<P>admission of</P>
<P>        liability by any party to the settlement agreement.</P>

<P>&nbsp;</P>
<P>For a discussion on the financial impact of the settlement agreement,</P>
<P>please see "Management's Discussion and Analysis of Financial Condition and</P>
<P>Results of Operations".</P>

<P>&nbsp;</P>
<P>The board of directors determined that entering into the settlement</P>
<P>agreement was in the best interest of USURF America.</P>

<P>&nbsp;</P>
<P>H + N Partners</P>

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

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

<P>&nbsp;</P>
<P>Fusion Capital Consulting Agreement</P>

<P>&nbsp;</P>
<P>On January 12, 2001, we entered into a one-year consulting agreement with</P>
<P>Fusion Capital, pursuant to which Fusion Capital agreed to provide</P>
<P>operational and strategic consulting services.  Fusion Capital will receive</P>
<P>10,000 shares of our common stock during each month of this agreement and</P>
<P>reimbursement for expenses. </P>

<P>&nbsp;</P>
<P>Appraisal</P>

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

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

<P>&nbsp;</P>
<P>                                               Current</P>
<P>                                               Percentage</P>
<P>               Appraised        Shares of      of Out-</P>
<P>               Value of         Common Stock   standing    Historical Cost</P>
<P>Transaction    Assets Acquired  Issued         shares         of Assets</P>
<P>-------------  ---------------  -------------  ----------  ---------------</P>
<P>Subscription</P>
<P> Agreement</P>
<P> with David M.</P>
<P> Loflin         $1,826,873       1,578,512       8.08%         Unknown</P>
<P>Subscription</P>
<P> Agreement</P>
<P> with Waddell D.                                less</P>
<P> Loflin            120,652         104,249      than 1%        Unknown</P>
<P>First</P>
<P> Reorganization    263,106         227,336       1.16%         $ 17,337</P>
<P>Second</P>
<P> Reorganization  2,233,555       1,929,903       9.88%         $179,611</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>      Total     $4,444,186       3,840,000      19.66%         $196,948</P>
<P>--------------</P>
<P>(1) These historical costs could not be determined by our original</P>
<P>independent auditor, due to the lack of reliable cost records associated</P>
<P>with the underlying assets.  Consequently, no value was assigned to these</P>
<P>assets, for financial statement purposes.</P>

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

<P>&nbsp;</P>
<P>The appraised value of the assets described above bears no relationship to</P>
<P>the costs of the assets to the affiliates from whom they were acquired.</P>

<P>&nbsp;</P>
<P>                                       PRINCIPAL SHAREHOLDERS</P>

<P>&nbsp;</P>
<P>There are 19,826,770 shares of our common stock issued and outstanding.</P>
<P>The following table sets forth certain information regarding the current</P>
<P>beneficial ownership of our common stock, and after giving effect to the</P>
<P>issuance of all 3,487,727 shares of common stock underlying currently</P>
<P>outstanding and exercisable options and warrants by (i) persons known to be</P>
<P>beneficial owners of more than 5% of our common stock, (ii) each our</P>
<P>officers and directors and (iii) our officers and directors, as a group.</P>
<P>Unless otherwise noted, the address of the listed persons is 8748 Quarters</P>
<P>Lake Road, Baton Rouge, Louisiana 70809.</P>

<P>&nbsp;</P>
<P>Name and                Shares                   Shares</P>
<P>Address of               Owned       Percent     Owned         Percent</P>
<P>Beneficial Owner      Beneficially   Owned(1)  Beneficially    Owned(1)</P>

<P>&nbsp;</P>
<P>David M. Loflin(2)     3,250,960      13.94%    3,250,960       13.94%</P>

<P>&nbsp;</P>
<P>Waddell L. Loflin(2)     290,000       1.24%      290,000        1.24%</P>

<P>&nbsp;</P>
<P>James Kaufman            625,000       2.68%      625,000        2.68%</P>
<P>665 W. Velarde Drive</P>
<P>Thousand Oaks, CA 91360</P>

<P>&nbsp;</P>
<P>Robert A. Hart IV        250,000       1.07%      250,000          *</P>

<P>&nbsp;</P>
<P>Ross S. Bravata           32,000         *         32,000          *</P>

<P>&nbsp;</P>
<P>Michael Cohn             209,000(3)      *         79,000(4)       *</P>

<P>&nbsp;</P>
<P>Fusion Capital</P>
<P> Fund II, LLC          1,445,000(5)    6.19%    1,445,000         6.19%</P>
<P>222 Merchandise</P>
<P> Mart Plaza</P>
<P>Suite 9-112</P>
<P>Chicago, IL 60654</P>

<P>&nbsp;</P>
<P>Shelter Capital Ltd.   1,328,000(6)    5.69%       25,000(7)       *</P>
<P>P.O. Box 635</P>
<P>Providenciales</P>
<P>Turks and Caicos Islands</P>
<P>British West Indies</P>

<P>&nbsp;</P>
<P>Claymore Asset</P>
<P> Management Group Ltd. 1,680,000(8)    7.20%            0(9)       0%</P>
<P>P.O. Box 64</P>
<P>Providenciales</P>
<P>Turks and Caicos Islands</P>
<P>British West Indies</P>

<P>&nbsp;</P>
<P>All officers and</P>
<P> directors             4,656,960(4)   19.97%    4,526,960         19.41%</P>
<P> as a group</P>
<P>(6 persons)</P>
<P>-------------------</P>
<P>* Less than 1%.</P>
<P>(1)  Based on 23,314,497 shares outstanding, assuming the issuance of all</P>
<P>3,487,727 shares underlying currently outstanding and exercisable warrants.</P>
<P>(2)  All of the shares owned by this shareholder are subject to a voting</P>
<P>agreement and must be voted for David M. Loflin and Waddell D. Loflin, in</P>
<P>all elections of directors; approximately 4,100,000 shares are currently</P>
<P>subject to this voting agreement.</P>
<P>(3) 80,000 of these shares have not been issued, but underlie currently</P>
<P>exercisable warrants.</P>
<P>(4) Assumes 80,000 shares underlying warrants are purchased and sold and</P>
<P>50,000 shares currently owned are sold by Mr. Cohn under this prospectus.</P>
<P>(5) 800,000 of these shares may not be sold by Fusion Capital until the</P>
<P>earliest of the termination of the Fusion Capital agreement, default under</P>
<P>the Fusion Capital agreement or approximately 25 months from the date</P>
<P>hereof.  645,000 of these shares have not been issued, but underlie</P>
<P>currently exercisable warrants.</P>
<P>(6) 960,000 of these shares have not been issued, but underlie currently</P>
<P>exercisable warrants.</P>

<P>&nbsp;</P>
<P>(7) Assumes 960,000 shares underlying warrants are purchased and sold and</P>
<P>343,000 shares currently owned are sold by Shelter Capital Ltd. under this</P>
<P>prospectus.</P>
<P>(8) 840,000 of these shares have not been issued, but underlie currently</P>
<P>exercisable warrants.</P>
<P>(9) Assumes 840,000 shares underlying warrants are purchased and sold and</P>
<P>840,000 shares currently owned are sold by Claymore Asset Management Group</P>
<P>Ltd. under this prospectus.</P>

<P>&nbsp;</P>
<P>                                            LITIGATION</P>

<P>&nbsp;</P>
<P>Net 1 Acquisition Transaction</P>

<P>&nbsp;</P>
<P>In September 1999, we tendered the acquired shares of capital stock of Net</P>
<P>1, Inc. for rescission.  We had intended to commence arbitration to pursue</P>
<P>our rescission claim.  However, one of the former owners of Net 1, Knud</P>
<P>Nielsen, III, instituted arbitration, through the American Arbitration</P>
<P>Association, and sought to enforce certain registration rights associated</P>
<P>with a portion of the shares of our common stock received by him in the</P>
<P>acquisition transaction.  We presented the rescission claim as a</P>
<P>counterclaim in the arbitration proceeding.  In October 2000, this</P>
<P>litigation was settled, with the acquisition being rescinded in its</P>
<P>entirety.  We issued 250,000 shares of our common stock to the former</P>
<P>owners of Net 1 in settlement of certain claims.  These shares were valued</P>
<P>at $961,436.</P>

<P>&nbsp;</P>
<P>CyberHighway Involuntary Bankruptcy</P>

<P>&nbsp;</P>
<P>On September 29, 2000, an involuntary bankruptcy petition was filed against</P>
<P>CyberHighway in the Idaho Federal Bankruptcy Court, styled In Re:</P>
<P>CyberHighway, Inc., Case No. 00-02454.  The petitioning creditors were</P>
<P>ProPeople Staffing, CTC Telecom, Inc. and Hawkins-Smith.  In December 2000,</P>
<P>CyberHighway and the petitioning creditors filed a joint motion to dismiss</P>
<P>this proceeding.  The joint motion to dismiss requires the approval of</P>
<P>CyberHighway's creditors. However, some of CyberHighway's creditors have</P>
<P>objected to the dismissal of the proceeding.  The basis of the creditors'</P>
<P>objection is their belief that CyberHighway's as-yet unasserted damage</P>
<P>claims against the original petitioning creditors and their law firm and a</P>
<P>claim against Dialup USA, Inc. represent CyberHighway's most valuable</P>
<P>assets.  These as-yet unasserted claims include claims for bad faith filing</P>
<P>of the original bankruptcy petition as to the original petitioning</P>
<P>creditors and their law firm, as well as claim for tortious interference</P>
<P>with beneficial business relationships as to Dialup USA, Inc.  The</P>
<P>objecting creditors desire that these claims be adjudicated in the</P>
<P>bankruptcy court.  It is likely that, at some time in the future, a final</P>
<P>order of bankruptcy will be entered with respect to CyberHighway, no</P>
<P>prediction of the timing of such an order can be made, although we believe</P>
<P>that such an order would come only after the final adjudication of the</P>
<P>claims described above.</P>

<P>&nbsp;</P>
<P>Other Litigation</P>

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

<P>&nbsp;</P>
<P>In January 2000, we instituted arbitration proceedings against Christopher</P>
<P>L. Wiebelt, our former vice president of finance and chief financial</P>
<P>officer.  We have alleged that Mr. Wiebelt violated certain terms of his</P>
<P>employment agreement and are seeking damages resulting from those</P>
<P>violations.  This case is in its early stages and no prediction as to its</P>
<P>outcome can be made.  This case is styled: USURF America, Inc. versus</P>
<P>Christopher L. Wiebelt, American Arbitration Association, Case No.</P>
<P>71-160-00087-01.  The law firm of Newlan &amp; Newlan is our counsel in this</P>
<P>proceeding.</P>

<P>&nbsp;</P>
<P>Possible Claim</P>

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

<P>&nbsp;</P>
<P>Potential Legal Proceeding</P>

<P>&nbsp;</P>
<P>In addition to CyberHighway's cause of action against Dialup USA, it is the</P>
<P>intention of USURF America to pursue damage claims against Dialup USA for</P>
<P>tortiously interfering with the beneficial business relationships between</P>
<P>CyberHighway and its customers.  These claims arise out of Dialup USA's</P>
<P>actions on behalf of one of our former officers, which were designed to</P>
<P>divert customers to a company controlled by him.  Our claim against Dialup</P>
<P>USA will be for approximately $2 million.  We have not established a date</P>
<P>by which we intend to commence this legal proceeding. </P>

<P>&nbsp;</P>
<P>                                     PLAN OF DISTRIBUTION</P>

<P>&nbsp;</P>
<P>The shares of common stock offered by this prospectus are being offered by</P>
<P>selling shareholders.  The common stock may be resold or distributed from</P>
<P>time to time by the selling shareholders, or by donees or transferees of,</P>
<P>or other successors in interests to, the selling shareholders, directly to</P>
<P>one or more purchasers or through brokers, dealers or underwriters who may</P>
<P>act solely as agents or may acquire such common stock as principals, at</P>
<P>market prices prevailing at the time of sale, at prices related to such</P>
<P>prevailing market prices, at negotiated prices, or at fixed prices, which</P>
<P>may be changed. The sale of the common stock offered by this prospectus may</P>
<P>be effected in one or more of the following methods:</P>

<P>&nbsp;</P>
<P>     *  ordinary brokers' transactions;</P>

<P>&nbsp;</P>
<P>     *  transactions involving cross or block trades or otherwise on the</P>
<P>American Stock</P>
<P>        Exchange;</P>

<P>&nbsp;</P>
<P>     *  purchases by brokers, dealers or underwriters as principal and</P>
<P>resale by such</P>
<P>        purchasers for their own accounts pursuant to this prospectus;</P>

<P>&nbsp;</P>
<P>     *  "at the market" to or through market makers or into an existing</P>
<P>market for the common</P>
<P>        stock;</P>

<P>&nbsp;</P>
<P>     *  in other ways not involving market makers or established trading</P>
<P>markets, including</P>
<P>        direct sales to purchasers or sales effected through agents;</P>

<P>&nbsp;</P>
<P>    *  in privately negotiated transactions; or</P>

<P>&nbsp;</P>
<P>     *  any combination of the foregoing.</P>

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

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

<P>&nbsp;</P>
<P>Each selling shareholder is an "underwriter" within the meaning of the</P>
<P>Securities Act.  Any broker-dealers who act in connection with the sale of</P>
<P>the shares hereunder will be "underwriters" within the meaning of the</P>
<P>Securities Act, and any commissions they receive and proceeds of any sale</P>
<P>of the shares will be underwriting discounts and commissions under the</P>
<P>Securities Act.</P>

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

<P>&nbsp;</P>
<P>We have advised the selling shareholders that while they are engaged in a</P>
<P>distribution of shares of our common stock included in this prospectus,</P>
<P>they are required to comply with Regulation M promulgated under the</P>
<P>Exchange Act.  With certain exceptions, Regulation M precludes the selling</P>
<P>shareholders, any affiliated purchasers and any broker-dealer or other</P>
<P>person who participates in such distribution from bidding for or</P>
<P>purchasing, or attempting to induce any person to bid for or purchase any</P>
<P>security which is the subject of the distribution until the entire</P>
<P>distribution is complete.  Regulation M also prohibits any bids or</P>
<P>purchases made in order to stabilize the price of a security in connection</P>
<P>with the distribution of that security.  All of the foregoing may affect</P>
<P>the marketability of the shares of our common stock offered by this</P>
<P>prospectus.  This offering will terminate on the date on which all shares</P>
<P>included in this prospectus and offered hereby have been sold by the</P>
<P>selling shareholders.</P>

<P>&nbsp;</P>
<P>                                       SELLING SHAREHOLDERS</P>

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

<P>&nbsp;</P>
<P>                                    Shares of</P>
<P>                     Shares         Common</P>
<P>                     Common Stock   Stock             Percentage Owned</P>
<P>Name of              Beneficially   Being          Before        After</P>
<P>Beneficial Owner     Owned          Offered       Offering(1)  Offering(2)</P>

<P>&nbsp;</P>
<P>Jeanne Rowzee            30,000        10,000         *            *</P>
<P>Albert Gottlieb          30,000        10,000         *            *</P>
<P>Rogers Family Trust      45,000        15,000         *            *</P>
<P>Delaware Charter</P>
<P> Guarantee &amp; Trust</P>
<P> Company f/b/o</P>
<P> Clarence Yim IRA        60,000        20,000         *            *</P>
<P>Delaware Charter</P>
<P> Guarantee &amp; Trust</P>
<P> Company f/b/o</P>
<P> R. Logan Kock IRA       60,000        20,000         *            *</P>
<P>H + N Partners          113,334(3)    113,334         *            0%</P>
<P>Centex Securities, Inc.  12,143(3)     12,143         *            0%</P>
<P>Michael Cohn            209,000(4)    130,000         *            *</P>
<P>Walter C. Schiller       20,000(5)     10,000         *            *</P>
<P>Michael R. Van Geons     20,000(5)     10,000         *            *</P>
<P>Harry P. Kunecki Trust   10,000(6)      5,000         *            *</P>
<P>Frank L. Leyba           10,000(6)      5,000         *            *</P>
<P>Shelter Capital Ltd.  1,328,000(7)  1,303,000        5.69%         *</P>
<P>Walter Engler            30,000(8)     20,000         *            *</P>
<P>CyberHighway of</P>
<P> North Georgia, Inc.     73,000        20,000         *            *</P>
<P>Darrell Davis and</P>
<P> Deanna Davis            55,000        21,000         *            *</P>
<P>Roger Davis and</P>
<P> Gloria Davis            30,000         9,000         *            *</P>
<P>Peter Rochow            390,000       390,000        1.67%         0%</P>
<P>Victor Nostas            90,000        90,000         *            *</P>
<P>John Faessel             90,000        90,000         *            *</P>
<P>JF Mills/Worldwide        6,000         6,000         *            0%</P>
<P>The Research</P>
<P> Works, Inc.             60,000(3)     60,000         *            0%</P>
<P>Cyber Mountain, Inc.     25,000        25,000         *            0%</P>
<P>Gordon Engler            10,000(6)     10,000         *            0%</P>
<P>Annie Rochow             10,000(6)     10,000         *            0%</P>
<P>Eden Park Homes Ltd.     10,000(6)     10,000         *            0%</P>
<P>Daniel E. Pisenti        10,000(6)     10,000         *            0%</P>
<P>Wolfgang and</P>
<P> Helga Rochow            10,000(6)     10,000         *            0%</P>
<P>Geoffrey Page Flett      10,000(6)     10,000         *            0%</P>
<P>Donald Rayburn           12,000(9)     12,000         *            0%</P>
<P>Knud Nielsen, III       202,500       202,500         *            0%</P>
<P>James Halford, Esquire   23,750        23,750         *            0%</P>
<P>Saltco                   23,750        23,750         *            0%</P>
<P>Fair Market, Inc.       300,000       300,000        1.28%         0%</P>
<P>Marcus Merrick &amp;</P>
<P> Montgomery              10,000        10,000         *            0%</P>
<P>Patrick F. McGrew       100,000       100,000         *            0%</P>
<P>Newlan &amp; Newlan         668,500       500,000        2.86%         *</P>
<P>Gestalt Corporation     100,000       100,000         *            0%</P>
<P>Anchor House Ltd.       400,000       400,000        1.71%         0%</P>
<P>Diggs Lewis              55,940        55,940         *            0%</P>
<P>Bridgett Stewart         15,123        15,123         *            0%</P>
<P>Ryan Thibodeaux          33,162        33,162         *            0%</P>
<P>Ryan Campanile           33,162        33,162         *            0%</P>
<P>Slade Maurer             10,000        10,000         *            0%</P>
<P>IBC.TV, LLC             300,000       300,000        1.28%         0%</P>
<P>Claymore Asset Manage-</P>
<P> ment Group Ltd.      1,680,000(10) 1,680,000        7.20%         0%</P>
<P>Atlas Securities Inc. 1,000,000(11) 1,000,000        4.29%         0%</P>
<P>---------------</P>
<P>(1) Based on 23,314,497 shares outstanding, assuming the issuance of a</P>
<P>total of 3,487,727 shares of common stock that can be acquired by any</P>
<P>person pursuant to any option, warrant or other right within 60 days of the</P>
<P>date of this prospectus, all of which are deemed outstanding for the</P>
<P>purpose of computing the percentage of existing shares beneficially owned</P>
<P>by each person listed.</P>
<P>(2)  Based on 23,314,497 shares outstanding, assuming the issuance of all</P>
<P>3,487,727 shares of common stock that can be acquired by any person</P>
<P>pursuant to any option, warrant or other right within 60 days of the date</P>
<P>of this prospectus, all of which are deemed outstanding for the purpose of</P>
<P>computing the percentage of existing shares beneficially owned by each</P>
<P>person listed.</P>
<P>(3) All of these shares underlie currently exercisable warrants; none of</P>
<P>these shares has been issued.</P>
<P>(4) 80,000 of these shares underlie currently exercisable warrants.</P>
<P>(5) 10,000 of these shares underlie currently exercisable warrants.</P>
<P>(6) 5,000 of these shares underlie currently exercisable warrants.</P>
<P>(7) 960,000 of these shares underlie currently exercisable warrants.</P>
<P>(8) 10,000 of these shares underlie currently exercisable warrants.</P>
<P>(9) 6,000 of these shares underlie currently exercisable warrants.</P>
<P>(10) 840,000 of these shares underlie currently exercisable warrants.</P>
<P>(11) 500,000 of these shares underlie currently exercisable warrants.</P>

<P>&nbsp;</P>
<P>                                  DESCRIPTION OF SECURITIES</P>

<P>&nbsp;</P>
<P>Authorized Capital Stock</P>

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

<P>&nbsp;</P>
<P>Description of Common Stock</P>

<P>&nbsp;</P>
<P>There are 19,826,770 shares of our common stock outstanding.  An additional</P>
<P>3,487,727 shares of common stock have been reserved for issuance pursuant</P>
<P>to various warrants and an additional 6,000,000 shares of common stock have</P>
<P>been reserved for issuance pursuant to the Fusion Capital agreement.  Each</P>
<P>share of common stock is entitled to one vote at all meetings of</P>
<P>shareholders.  All shares of common stock are equal to each other with</P>
<P>respect to liquidation rights and dividend rights.  There are no preemptive</P>
<P>rights to purchase any additional shares of common stock, nor are there any</P>
<P>subscription, conversion or redemption rights applicable to the common</P>
<P>stock.  Our Articles of Incorporation, as amended, prohibit cumulative</P>
<P>voting in the election of directors.  The absence of cumulative voting</P>
<P>means that holders of more than 50% of the shares voting for the election</P>
<P>of directors can elect all directors if they choose to do so.  In such</P>
<P>event, the holders of the remaining shares of common stock will not be</P>
<P>entitled to elect any director.  A majority of the shares entitled to vote,</P>
<P>represented in person or by proxy, constitutes a quorum at a meeting of</P>
<P>shareholders.  In the event of liquidation, dissolution or winding up,</P>
<P>holders of shares of common stock will be entitled to receive, on a pro</P>
<P>rata basis, all assets remaining after satisfaction of all liabilities.</P>

<P>&nbsp;</P>
<P>Transfer Agent and Registrar</P>

<P>&nbsp;</P>
<P>Securities Transfer Corporation, Frisco, Texas, is the transfer agent and</P>
<P>registrar for our common stock.</P>

<P>&nbsp;</P>
<P>                                          LEGAL MATTERS</P>

<P>&nbsp;</P>
<P>The law firm of Newlan &amp; Newlan, Lewisville, Texas, has acted as our legal</P>
<P>counsel in connection with the registration statement of which this</P>
<P>prospectus forms a part and related matters.  The partners of the firm of</P>
<P>Newlan &amp; Newlan own a total of 668,500 shares of our common stock.</P>

<P>&nbsp;</P>
<P>                                            EXPERTS</P>

<P>&nbsp;</P>
<P>Our financial statements for the years ended December 31, 1999 and 2000, as</P>
<P>indicated in the report thereon,  that appear in this prospectus have been</P>
<P>audited by Postlethwaite &amp; Netterville, independent auditor.  The financial</P>
<P>statements audited by Postlethwaite &amp; Netterville, have been included in</P>
<P>reliance on its reports given as its authority as an expert in accounting</P>
<P>and auditing.</P>

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

<P>&nbsp;</P>
<P>On January 11, 2000, Weaver and Tidwell, L.L.P. was dismissed as our</P>
<P>independent auditor.</P>

<P>&nbsp;</P>
<P>                                   ABOUT THIS PROSPECTUS</P>

<P>&nbsp;</P>
<P>This prospectus is part of a registration statement that we filed with the</P>
<P>SEC using a "shelf" registration process.  Under this shelf process, the</P>
<P>selling shareholders may sell up to an aggregate of 7,228,864 shares of our</P>
<P>common stock in one or more offerings.  This prospectus and any applicable</P>
<P>prospectus supplement provided to you should be considered together with</P>
<P>the additional information described under the heading "Where You Can Find</P>
<P>More Information".  The registration statement that contains this</P>
<P>prospectus (including exhibits to the registration statement) contains</P>
<P>additional information about our company and the securities offered by this</P>
<P>prospectus.  That registration statement can be read at the SEC web site or</P>
<P>at the SEC offices mentioned under the heading "Where You Can Find More</P>
<P>Information".</P>

<P>&nbsp;</P>
<P>                           WHERE YOU CAN FIND MORE INFORMATION</P>

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

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

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

<P>&nbsp;</P>
<P>                                   INDEX TO FINANCIAL STATEMENTS</P>
<P>                                   INDEX TO FINANCIAL STATEMENTS</P>

<P>&nbsp;</P>
<P>    Page</P>

<P>&nbsp;</P>
<P>Report of Independent Auditor</P>
<P>Report of Independent Auditor</P>
<P>Consolidated Balance Sheets at December 31, 2000 and 1999</P>
<P>Consolidated Statements of Operations for the Years Ended</P>
<P>   December 31, 2000, 1999 and 1998</P>
<P>Consolidated Statements of Changes in Stockholders' Equity</P>
<P> for the Years Ended December 31, 2000, 1999 and 1998</P>
<P>Consolidated Statements of Cash Flows for the Years Ended</P>
<P>   December 31, 2000, 1999 and 1998</P>
<P>Notes to Consolidated Financial Statements</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>INDEPENDENT AUDITORS' REPORT</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>To the Board of Directors and Stockholders</P>
<P>USURF America, Inc. and Subsidiaries</P>
<P>Baton Rouge, Louisiana</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>We have audited the accompanying consolidated balance sheets of USURF</P>
<P>America, Inc. and Subsidiaries as of December 31, 2000 and 1999, and the</P>
<P>related consolidated statements of operations, changes in stockholders</P>
<P>equity and cash flows for the years then ended.  These consolidated</P>
<P>financial statements are the responsibility of the Company's management.</P>
<P>Our responsibility is to express an opinion on these consolidated financial</P>
<P>statements based on our audits.</P>

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

<P>&nbsp;</P>
<P>In our opinion, the financial statements referred to above present fairly,</P>
<P>in all material respects, the financial position of USURF America, Inc. and</P>
<P>Subsidiaries as of December 31, 2000 and 1999, and the results of its</P>
<P>operations and cash flows for the years then ended in conformity with</P>
<P>generally accepted accounting principles.</P>

<P>&nbsp;</P>
<P>The accompanying financial statements have been prepared assuming that the</P>
<P>Company will continue as a going concern. As discussed in Note 18 to the</P>
<P>consolidated financial statements, the Company has significant operating</P>
<P>losses.  In addition, the Company has excess current liabilities over</P>
<P>current assets of approximately $1.5 million. These conditions raise</P>
<P>substantial doubt about its ability to continue as a going concern.</P>
<P>Management's plans regarding these matters are also described in Note 18.</P>
<P>The financial statements do not include any adjustments that might result</P>
<P>from the outcome of this uncertainty.   </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>/s/ Postlethwaite &amp; Netterville</P>

<P>&nbsp;</P>
<P>Baton Rouge, Louisiana</P>
<P>April 16, 2001</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>INDEPENDENT AUDITOR'S REPORT</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>To the Board of Director's and Stockholders</P>
<P>USURF America, Inc.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>We have audited the accompanying consolidated statements of operations,</P>
<P>changes in stockholders' equity and cash flows for the year ended December</P>
<P>31, 1998 of USURF America, Inc. (formerly Internet Media Corporation) and</P>
<P>Subsidiaries.  These consolidated financial statements are the</P>
<P>responsibility of the company's management.  Our responsibility is to</P>
<P>express an opinion on these consolidated financial statements based on our</P>
<P>audit.</P>

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

<P>&nbsp;</P>
<P>In our opinion, the consolidated financial statements referred to above</P>
<P>present fairly, in all material respects, the consolidated results of</P>
<P>operations and cash flows for the year ended December 31, 1998 of USURF</P>
<P>America, Inc. (formerly Internet Media Corporation) and Subsidiaries, in</P>
<P>conformity with generally accepted accounting principles.</P>

<P>&nbsp;</P>
<P>The accompanying consolidated financial statements have been prepared</P>
<P>assuming that the Company will continue as a going concern.  As discussed</P>
<P>in Note 1 to the financial statements, the Company has insignificant</P>
<P>operating revenue.  In addition, the Company has limited capital resources</P>
<P>and a loss from operations since inception, all of which raise substantial</P>
<P>doubt about its ability to continue as a going concern.  Management's plans</P>
<P>in regard to these matters are also discussed in Note 1.  The financial</P>
<P>statements do not include any adjustments that might result from the</P>
<P>outcome of this uncertainty.</P>

<P>&nbsp;</P>
<P>/s/</P>

<P>&nbsp;</P>
<P>WEAVER AND TIDWELL, L.L.P.</P>

<P>&nbsp;</P>
<P>Fort Worth, Texas</P>
<P>April 9, 1999</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                      USURF AMERICA, INC. AND SUBSIDIARIES</P>
<P>                            BATON ROUGE, LOUISIANA</P>
<P>                         CONSOLIDATED BALANCE SHEETS</P>
<P>                          DECEMBER 31, 2000 AND 1999</P>

<P>&nbsp;</P>
<P>ASSETS</P>
<P>                                       2000            1999</P>
<P>CURRENT ASSETS</P>
<P>  Cash and cash equivalents        $     1,088     $   75,313</P>
<P>  Accounts receivable-net                    -         59,098</P>
<P>  Inventory                            246,721        386,802</P>
<P>  Prepaid expenses and</P>
<P>   other current assets                      -          5,500</P>
<P>                                    ----------      ---------</P>
<P>                                       247,809        526,713</P>
<P>                                    ----------      ---------</P>

<P>&nbsp;</P>
<P>PROPERTY AND EQUIPMENT</P>
<P>  Cost                                 138,954      1,135,638</P>
<P>  Less: accumulated depreciation       (69,476)      (421,786)</P>
<P>                                    ----------      ---------</P>
<P>                                        69,478        713,852</P>
<P>                                    ----------      ---------</P>

<P>&nbsp;</P>
<P>INVESTMENTS                             68,029         68,029</P>
<P>                                    ----------      ---------</P>

<P>&nbsp;</P>
<P>OTHER ASSETS</P>
<P>  Acquired customer base-net                 -     11,764,650</P>
<P>  Goodwill-net                               -      5,681,992</P>
<P>  Other intangibles-net                      -        782,580</P>
<P>  Other assets                          25,000          7,353</P>
<P>                                    ----------      ---------</P>
<P>                                        25,000     18,236,575</P>

<P>&nbsp;</P>
<P>     TOTAL ASSETS                  $   410,316    $19,545,169</P>
<P>                                    ==========      =========</P>

<P>&nbsp;</P>
<P>LIABILITIES AND STOCKHOLDERS' EQUITY</P>
<P>CURRENT LIABILITIES</P>
<P>  Disbursements in Excess of</P>
<P>   Cash Balances                   $    42,469    $         0</P>
<P>  Notes payable-current portion              -          5,910</P>
<P>  Accounts payable                   1,472,030        363,665</P>
<P>  Accrued payroll                      158,262        118,157</P>
<P>  Other current liabilities             41,824        216,650</P>
<P>  Property dividends payable            43,750         43,750</P>
<P>  Accrued interest to stockholder            -         29,741</P>
<P>  Notes payable to stockholder           6,638        356,239</P>
<P>  Deferred revenue                           -         87,538</P>
<P>                                    ----------      ---------</P>
<P>                                     1,764,973      1,221,650</P>

<P>&nbsp;</P>
<P>LONG-TERM LIABILITIES</P>
<P>  Deferred income taxes                      -      3,883,210</P>
<P>                                    ----------      ---------</P>
<P>                                     1,764,973      5,104,860</P>

<P>&nbsp;</P>
<P>STOCKHOLDERS' EQUITY</P>
<P>  Common stock, $.0001 par value</P>
<P>   Authorized: 100,000,000 shares</P>
<P>   Issued and outstanding:</P>
<P>    16,688,808 in 2000; 12,786,116</P>
<P>    in 1999                             1,669           1,279</P>
<P>  Additional paid-in capital       34,183,962      28,918,638</P>
<P>  Accumulated deficit             (34,502,160)    (12,616,830)</P>
<P>  Subscriptions receivable            933,514            (860)</P>
<P>  Deferred consulting              (1,971,642)     (1,861,918)</P>
<P>                                    ---------       ---------</P>
<P>                                   (1,354,657)     14,440,309</P>
<P>                                    ----------      ---------</P>
<P>     TOTAL LIABILTIES AND</P>
<P>      STOCKHOLDERS' EQUITY        $   410,316     $19,545,169</P>
<P>                                    ==========      =========</P>

<P>&nbsp;</P>
<P>The accompanying notes are an integral part of these statements.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                     USURF AMERICA, INC. AND SUBSIDIARIES</P>
<P>                            BATON ROUGE, LOUISIANA</P>
<P>                     CONSOLIDATED STATEMENTS OF OPERATIONS</P>
<P>                    YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                 2000          1999          1998</P>

<P>&nbsp;</P>
<P>REVENUES</P>
<P>  Internet access revenues   $1,781,082    $2,268,511    $    5,440</P>
<P>  Equipment sales                91,547       278,714             -</P>
<P>  Internet access costs</P>
<P>   and cost of goods sold    (2,145,955)   (1,152,721)            -</P>
<P>                              ---------     ---------     ---------</P>
<P>    Gross profit (loss)        (273,326)    1,394,504         5,440</P>
<P>                              ---------     ---------     ---------</P>

<P>&nbsp;</P>
<P>OPERATING EXPENSES</P>
<P>  Depreciation and</P>
<P>   amortization               7,618,755     7,653,924         4,394</P>
<P>  Professional fees           4,168,610     1,945,935       813,517</P>
<P>  Rent                          216,416       132,395        15,823</P>
<P>  Salaries and commissions    2,060,528     1,603,556       154,924</P>
<P>  Advertising                    24,583       125,034             -</P>
<P>  Other                         886,691       399,914        45,806</P>
<P>                              ---------     ---------     ---------</P>
<P>                             14,153,852    11,860,758     1,034,464</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>LOSS FROM OPERATIONS        (15,248,909)  (10,466,254)   (1,029,024)</P>

<P>&nbsp;</P>
<P>OTHER INCOME (EXPENSE)</P>
<P>  Other income                   67,447        23,875             -</P>
<P>  Litigation settlement               -      (957,075)            -</P>
<P>  Impairment loss            (9,239,310)   (1,164,561)            -</P>
<P>  Interest expense              (21,418)      (19,309)       (8,602)</P>
<P>                              ---------     ---------     ---------</P>
<P>                             (9,193,281)   (2,117,070)   (1,037,626)</P>
<P>                              ---------     ---------     ---------</P>

<P>&nbsp;</P>
<P>GAIN ON RESCISSION              961,436             -             -</P>
<P>                              ---------     ---------     ---------</P>

<P>&nbsp;</P>
<P>LOSS BEFORE INCOME TAX      (23,480,754)  (12,583,324)   (1,037,626)</P>

<P>&nbsp;</P>
<P>INCOME TAX BENEFIT            1,595,424     1,653,161             -</P>
<P>                              ---------     ---------     ---------</P>

<P>&nbsp;</P>
<P>NET LOSS                   $(21,855,330) $(10,930,163)   (1,037,626)</P>
<P>                             ==========    ==========     =========</P>

<P>&nbsp;</P>
<P>Net loss per common share      (1.60)        $(0.96)        $(.14)</P>
<P>                             ==========    ==========     =========</P>

<P>&nbsp;</P>
<P>Weighted average number</P>
<P> of shares outstanding       13,679,385    11,419,641     7,361,275</P>
<P>                             ==========    ==========     =========</P>

<P>&nbsp;</P>
<P>The accompanying notes are an integral part of these statements.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>                     USURF AMERICA, INC. AND SUBSIDIARIES</P>
<P>                            BATON ROUGE, LOUISIANA</P>
<P>                     CONSOLIDATED STATEMENTS OF CHANGES IN</P>
<P>                             STOCKHOLDERS' EQUITY</P>
<P>                     YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998</P>

<P>&nbsp;</P>
<P>                                          Sub-</P>
<P>                                          scrip-</P>
<P>                              Accum-      tions     Deferred</P>
<P>           Common Paid-in     ulated      Receiv-   Con-</P>
<P>  Shares   Stock  Capital     Deficit     vable     sulting      Total</P>
<P>---------- ----- ---------- ------------ --------- ---------  -----------</P>

<P>&nbsp;</P>
<P>Balance,</P>
<P>December</P>
<P>31, 1997</P>

<P>&nbsp;</P>
<P> 6,424,000   642    998,466    (649,041)     (860)  (311,889)      37,318</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>common</P>
<P>stock for</P>
<P>future</P>
<P>services</P>

<P>&nbsp;</P>
<P> 1,655,759   166  1,556,734           -         - (1,556,900)           -</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>common</P>
<P>stock for</P>
<P>cash</P>

<P>&nbsp;</P>
<P>   400,000    40    332,760           -         -          -      332,800</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>common</P>
<P>stock for</P>
<P>investments</P>

<P>&nbsp;</P>
<P>    17,500     2     43,748           -         -          -       43,750</P>

<P>&nbsp;</P>
<P>Declared</P>
<P>dividends</P>

<P>&nbsp;</P>
<P>         -     -    (57,519)          -         -          -      (57,519)</P>

<P>&nbsp;</P>
<P>Amortization</P>
<P>of deferred</P>
<P>consulting</P>

<P>&nbsp;</P>
<P>         -     -          -           -         -    765,865      765,865</P>

<P>&nbsp;</P>
<P>Net loss</P>

<P>&nbsp;</P>
<P>         -     -          -  (1,037,626)        -          -   (1,037,626)</P>

<P>&nbsp;</P>
<P>Balance,</P>
<P>December</P>
<P>31, 1998</P>

<P>&nbsp;</P>
<P> 8,497,259   850  2,874,189  (1,686,667)     (860)(1,102,924)      84,588</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>common</P>
<P>stock for</P>
<P>future</P>
<P>services</P>

<P>&nbsp;</P>
<P>   566,000    57  2,215,943           -         - (2,216,000)           -</P>
<P>Issuance of</P>
<P>common</P>
<P>stock for</P>
<P>acqui-</P>
<P>sitions</P>

<P>&nbsp;</P>
<P> 3,030,000   303 21,586,726           -         -          -   21,587,029</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>common</P>
<P>stock for</P>
<P>cash</P>

<P>&nbsp;</P>
<P>   115,000    11    394,989           -         -          -      395,000</P>

<P>&nbsp;</P>
<P>Exercise of</P>
<P>warrants</P>

<P>&nbsp;</P>
<P>   176,857    18    337,304           -         -          -      337,322</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>subscription</P>
<P>agreement</P>

<P>&nbsp;</P>
<P>    50,000     5    149,995           -  (150,000)         -            -</P>

<P>&nbsp;</P>
<P>Proceeds</P>
<P>on sub-</P>
<P>scription</P>
<P>receivable</P>

<P>&nbsp;</P>
<P>         -     -          -           -   150,000          -      150,000</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>stock per</P>
<P>employment</P>
<P>agreement</P>

<P>&nbsp;</P>
<P>    11,000     1     43,311           -         -          -       43,312</P>

<P>&nbsp;</P>
<P>Expenses to</P>
<P>be paid by</P>
<P>issuance</P>
<P>of common</P>
<P>stock</P>

<P>&nbsp;</P>
<P>         -     -    257,167           -         -          -      257,167</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>common</P>
<P>stock for</P>
<P>settlement</P>

<P>&nbsp;</P>
<P>   340,000    34    913,716           -         -          -      913,750</P>

<P>&nbsp;</P>
<P>Stock</P>
<P>warrants</P>

<P>&nbsp;</P>
<P>         -     -    145,298           -         -          -      145,298</P>

<P>&nbsp;</P>
<P>Amortization</P>
<P>of deferred</P>
<P>consulting</P>

<P>&nbsp;</P>
<P>         -     -          -           -         -  1,457,006    1,457,006</P>
<P>Net loss</P>

<P>&nbsp;</P>
<P>         -     -          - (10,930,163)        -          -  (10,930,163)</P>

<P>&nbsp;</P>
<P>Balance,</P>
<P>December</P>
<P>31, 1999</P>

<P>&nbsp;</P>
<P>12,786,116 1,279 28,918,638 (12,616,830)     (860)(1,861,918)  14,440,309</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>common</P>
<P>stock for</P>
<P>future</P>
<P>services</P>

<P>&nbsp;</P>
<P> 2,262,166   226  3,109,774           -         - (3,110,000)           -</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>common</P>
<P>stock for</P>
<P>acqui-</P>
<P>sitions</P>

<P>&nbsp;</P>
<P>   131,063    13    761,738           -         -          -      761,751</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>common</P>
<P>stock for</P>
<P>cash</P>

<P>&nbsp;</P>
<P>   400,000    40     79,960           -   (10,000)         -       70,000</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>subscription</P>
<P>agreement</P>

<P>&nbsp;</P>
<P>    65,000     7    324,993           -  (325,000)         -            -</P>

<P>&nbsp;</P>
<P>Proceeds</P>
<P>on sub-</P>
<P>scription</P>
<P>receivable</P>

<P>&nbsp;</P>
<P>         -     -          -           -   300,000          -      300,000</P>

<P>&nbsp;</P>
<P>Issuance of</P>
<P>stock per</P>
<P>employment</P>
<P>agreement</P>

<P>&nbsp;</P>
<P>   754,463    75    345,992           -         -          -      346,067</P>

<P>&nbsp;</P>
<P>Expenses</P>
<P>paid by</P>
<P>issuance</P>
<P>of common</P>
<P>stock</P>

<P>&nbsp;</P>
<P>   290,000    29    214,871           -         -          -      214,900</P>

<P>&nbsp;</P>
<P>Conversion</P>
<P>of debt to</P>
<P>equity</P>

<P>&nbsp;</P>
<P>         -     -          -           -   969,374          -      969,374</P>
<P>Stock</P>
<P>warrants</P>

<P>&nbsp;</P>
<P>         -     -          -           -         -          -            -</P>

<P>&nbsp;</P>
<P>Amortization</P>
<P>of deferred</P>
<P>consulting</P>

<P>&nbsp;</P>
<P>         -     -          -           -         -  3,000,276    3,000,276</P>

<P>&nbsp;</P>
<P>Net loss</P>

<P>&nbsp;</P>
<P>         -     -          - (21,855,330)        -         -  (21,855,330)</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>The accompanying notes are an integral part of these statements.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                     USURF AMERICA, INC. AND SUBSIDIARIES</P>
<P>                             BATON ROUGE, LOUISIANA</P>
<P>                     CONSOLIDATED STATEMENTS OF CASH FLOWS</P>
<P>                 YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998</P>

<P>&nbsp;</P>
<P>                                2000             1999             1998</P>

<P>&nbsp;</P>
<P>CASH FLOWS FROM</P>
<P>OPERATING ACTIVITIES</P>
<P>  Net loss                 $(21,855,330)    $(10,930,163)     $  (624,804)</P>
<P>  Adjustment to</P>
<P>   reconcile net loss</P>
<P>   to net cash used</P>
<P>   in operating</P>
<P>   activities</P>
<P>     Depreciation and</P>
<P>      amortization            7,618,755       7,653,924             2,721</P>
<P>     Consulting fees</P>
<P>      paid with stock         3,000,276       1,457,006           438,111</P>
<P>     Litigation settlement      214,900         913,750                 -</P>
<P>     Gain on rescission        (961,436)              -                 -</P>
<P>     Impairment loss and</P>
<P>      write down of assets   10,577,878       1,164,561                 -</P>
<P>     Legal fees paid</P>
<P>      with stock                281,498         126,500                 -</P>
<P>     Compensation expense</P>
<P>      paid with stock           774,066         319,301                 -</P>
<P>     Deferred income taxes   (1,595,423)     (1,653,161)                -</P>
<P>     Loss on disposal                 -             280                 -</P>
<P>  Changes in operating</P>
<P>   assets and liabilities</P>
<P>     Accounts receivable         59,098           35,537             (809)</P>
<P>     Inventory                   71,000           49,518                -</P>
<P>     Prepaid expenses and</P>
<P>      other current assets        5,500            7,980                -</P>
<P>     Accounts payable         1,108,365          (36,857)           1,787</P>
<P>     Accrued payroll             40,105          118,157          (39,310)</P>
<P>     Other current</P>
<P>      liabilities              (174,826)         215,929                -</P>
<P>     Other assets and</P>
<P>      liabilities                     -          (11,555)            (300)</P>
<P>     Deferred revenue           (87,538)          23,196                -</P>
<P>                              ---------        ---------        ---------</P>

<P>&nbsp;</P>
<P>      Net cash used in</P>
<P>      operating activities     (953,112)        (546,097)        (305,999)</P>
<P>                              ---------        ---------        ---------</P>

<P>&nbsp;</P>
<P>CASH FLOWS FROM</P>
<P>INVESTING ACTIVITIES</P>
<P>  Proceeds on disposal</P>
<P>   of fixed assets             $ 40,050        $  15,090        $       -</P>
<P>  Cash acquired in</P>
<P>   acquisitions                       -          186,318          (24,666)</P>
<P>  Payment of organization</P>
<P>   costs                              -                -              569</P>
<P>  Capital expenditures         (125,000)        (614,193)         (25,605)</P>
<P>                              ---------        ---------        ---------</P>

<P>&nbsp;</P>
<P>      Net cash used in</P>
<P>      investing activities      (85,150)        (412,785)         (49,702)</P>
<P>                              ---------        ---------        ---------</P>

<P>&nbsp;</P>
<P>CASH FLOWS FROM</P>
<P>FINANCING ACTIVITIES</P>
<P>  Payments on notes</P>
<P>   payable                     $ (5,910)       $ (65,369)               -</P>
<P>  Disbursements in excess of</P>
<P>   cash balances                 42,469                -                -</P>
<P>  Payments on notes</P>
<P>   payable-stockholder          (11,093)         (25,000)               -</P>
<P>  Payments on subscriptions</P>
<P>   receivable                         -          150,000                -</P>
<P>  Proceeds from note</P>
<P>   payable-stockholder          568,571          235,010           30,133</P>
<P>  Issuance of common</P>
<P>   stock for cash               370,000          395,000          332,800</P>
<P>  Warrants exercised                  -          337,322                -</P>
<P>                              ---------        ---------        ---------</P>

<P>&nbsp;</P>
<P>      Net cash provided</P>
<P>      by financing</P>
<P>      activities                964,037        1,026,963          362,933</P>
<P>                              ---------        ---------        ---------</P>

<P>&nbsp;</P>
<P>Net increase (decrease)</P>
<P>in cash and cash</P>
<P>equivalents                     (74,225)          68,081            7,232</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Cash and cash equivalents,</P>
<P>Beginning of period              75,313            7,232                -</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Cash and cash equivalents,</P>
<P>End of period                    $1,088       $   75,313            7,232</P>
<P>                              =========        =========        =========</P>

<P>&nbsp;</P>
<P>The accompanying notes are an integral part of these statements.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</P>

<P>&nbsp;</P>
<P>Basis of Presentation</P>

<P>&nbsp;</P>
<P>USURF America, Inc. (USURF), formerly Internet Media Corporation, was</P>
<P>incorporated as Media Entertainment, Inc. in the State of Nevada on</P>
<P>November 1, 1996.  USURF currently provides wireless Internet access</P>
<P>services to a small number of customers in Santa Fe, New Mexico.  USURF's</P>
<P>original purpose was to operate as a holding company in the wireless cable</P>
<P>television and community (low power) television industries, as well as</P>
<P>other segments of the communications industry. Until January 1999, the</P>
<P>Company was in the development stage.  In 1998 the Company changed its</P>
<P>focus to concentrate in the wireless internet communications industry.  The</P>
<P>Company later ceased efforts to develop the wireless cable and low power</P>
<P>television business areas and assigned all of its assets from the low power</P>
<P>television activities to New Wave Media Corp. in exchange for a 15%</P>
<P>ownership interest in New Wave Media Corp. </P>

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

<P>&nbsp;</P>
<P>On January 29, 1999, the Company acquired all the stock of CyberHighway,</P>
<P>Inc., a Boise, Idaho-based ISP, by issuing 2,000,000 shares of stock valued</P>
<P>at approximately $15,940,000.  In addition, 325,000 shares of common stock</P>
<P>were issued in payment of a finder's fee arising out of this acquisition.</P>
<P>This acquisition was accounted for as a purchase business combination.</P>

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

<P>&nbsp;</P>
<P>In July 1999, USURF acquired all of the stock of Premier Internet Services,</P>
<P>Inc., an Idaho-based ISP, by issuing 127,000 shares of stock valued at</P>
<P>approximately $508,000.  This acquisition was accounted for as a purchase</P>
<P>business combination.</P>

<P>&nbsp;</P>
<P>In November 1999, the Company acquired the customer base of Cyber Mountain,</P>
<P>Inc. a Denver, Colorado-based ISP, for 25,000 shares of stock valued at</P>
<P>approximately $75,000.</P>

<P>&nbsp;</P>
<P>In December 1999, USURF acquired a portion of the ISP-related equipment and</P>
<P>customer base of Cyber Highway of North Georgia, Inc., a Demorest,</P>
<P>Georgia-based ISP for 54,000 shares of stock valued at approximately $212,000.</P>

<P>&nbsp;</P>
<P>In February 2000, the Company acquired Spinning Wheel, Inc., an Idaho</P>
<P>Springs, Idaho-based ISP, for 81,063 shares of stock valued at</P>
<P>approximately $325,000.  This acquisition has been accounted for as a</P>
<P>purchase business combination. </P>

<P>&nbsp;</P>
<P>In February 2000, the Company acquired Internet Innovations, LLC, a Baton</P>
<P>Rouge, Louisiana based web design company, for 50,000 shares of common</P>
<P>stock valued at approximately $437,000.  This acquisition has been</P>
<P>accounted for as a purchase business combination.</P>

<P>&nbsp;</P>
<P>None of the acquisitions described above, with the exception of</P>
<P>Cyberhighway which was near the beginning of 1999, had significant</P>
<P>operations at the time they were acquired by the Company.  Therefore,</P>
<P>proforma disclosure of what operations would have been as if the</P>
<P>transactions had occurred at the beginning of the period are not shown due</P>
<P>to the transactions being immaterial to the financial statements taken as a</P>
<P>whole.</P>

<P>&nbsp;</P>
<P>Principles of Consolidation</P>

<P>&nbsp;</P>
<P>The accompanying consolidated financial statements include all the accounts</P>
<P>of USURF and all wholly owned subsidiaries. Intercompany transactions and</P>
<P>balances have been eliminated in the consolidation.  </P>
<P>        </P>
<P>Use of Estimates</P>

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

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

<P>&nbsp;</P>
<P>Cash Equivalents</P>

<P>&nbsp;</P>
<P>The Company considers all highly liquid investments with original</P>
<P>maturities of three months or less from the date of purchase to be cash</P>
<P>equivalents.</P>

<P>&nbsp;</P>
<P>Inventory</P>

<P>&nbsp;</P>
<P>Inventories are stated at the lower of cost or market, and represents</P>
<P>modems purchased from suppliers.</P>
<P>        </P>
<P>Property and Equipment</P>

<P>&nbsp;</P>
<P>Property and equipment are stated at cost and are depreciated principally</P>
<P>by the straight-line method over the estimated useful lives of the assets,</P>
<P>ranging from 3 to 15 years. </P>

<P>&nbsp;</P>
<P>Revenue Recognition</P>

<P>&nbsp;</P>
<P>Until September 2000, the Company maintained license agreements with</P>
<P>affiliate ISP's to provide internet access to affiliates' customers.</P>
<P>License fees were typically billed in the month the services were provided.</P>
<P>The Company charges direct customers (residential and business subscribers)</P>
<P>monthly access fees to the internet and recognizes the revenue in the month</P>
<P>the access is provided.  For certain subscribers billed in advance, the</P>
<P>Company recognizes the revenue over the period the billing covers.  Revenue</P>
<P>for other services provided, including set-up fees charged to customers and</P>
<P>affiliates, and equipment sales are recognized as the service is performed</P>
<P>or the equipment is delivered.</P>

<P>&nbsp;</P>
<P>Costs of Access Revenues</P>

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

<P>&nbsp;</P>
<P>Income Taxes</P>

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

<P>&nbsp;</P>
<P>Financial Instruments and Concentration of Credit Risk</P>

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

<P>&nbsp;</P>
<P>Fair Values of Financial Instruments</P>

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

<P>&nbsp;</P>
<P>Loss Per Common Share</P>

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

<P>&nbsp;</P>
<P>Goodwill and Other Intangible Assets</P>

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

<P>&nbsp;</P>
<P>Due to the demise of the business of the dial-up Internet access business</P>
<P>of the CyberHighway subsidiary, associated goodwill and other intangibles</P>
<P>were impaired at December 31, 2000, and were written-down in the amounts of</P>
<P>$4,425,037 and $4,814,272 (net of deferred taxes of $2,531,497), respectively.</P>

<P>&nbsp;</P>
<P>Advertising</P>

<P>&nbsp;</P>
<P>The Company expenses advertising costs as incurred.  During the years ended</P>
<P>December 31, 2000 and 1999, the Company incurred approximately $25,000 and</P>
<P>$125,000, in advertising costs, respectively.</P>

<P>&nbsp;</P>
<P>Investments</P>

<P>&nbsp;</P>
<P>Investments include minority interests held in three non-public companies</P>
<P>recorded at cost, which approximates fair value.</P>

<P>&nbsp;</P>
<P>Stock for Services</P>

<P>&nbsp;</P>
<P>The Company has issued stock pursuant to various consulting agreements.</P>
<P>Deferred consulting costs, which are valued at the stock price on the date</P>
<P>of the agreements, are recorded as a reduction of stockholders' equity and</P>
<P>will be amortized over the respective lives of the agreements. </P>

<P>&nbsp;</P>
<P>2.  NET 1, INC. ACQUISITION</P>

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

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

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

<P>&nbsp;</P>
<P>On October 12, 2000 the acquisition of Net 1 was rescinded.  Included in</P>
<P>the terms of the settlement agreement was the return of  the 250,000 shares</P>
<P>issued in the original transaction to the Company. The Company then issued</P>
<P>250,000 shares of stock in settlement of the arbitration.  The agreement</P>
<P>also called for one of the former owners to assume a $50,000 liability,</P>
<P>that was recorded by USURF upon the acquisition.  The total gain on the</P>
<P>recission of the transaction was approximately $960,000. </P>

<P>&nbsp;</P>
<P>3.  PROPERTY AND EQUIPMENT</P>

<P>&nbsp;</P>
<P>Classifications of property and equipment and accumulated depreciation were</P>
<P>as follows at December 31, 2000 and 1999:</P>

<P>&nbsp;</P>
<P>                                          2000              1999</P>

<P>&nbsp;</P>
<P>     Wireless cable equipment         $          -       $    188,091</P>
<P>     Equipment                             138,954            540,452</P>
<P>     Furniture and fixtures                      -             37,487  </P>
<P>     Office equipment                            -            338,531  </P>
<P>     Leasehold improvements                      -             31,077 </P>
<P>                                       -----------        -----------</P>
<P>                                           138,954          1,135,638</P>
<P>     Accumulated depreciation              (69,476)          (421,786)</P>
<P>                                       -----------        -----------</P>
<P>     Property and equipment, net      $     69,478       $    713,852</P>

<P>&nbsp;</P>
<P>4.  INTANGIBLES</P>

<P>&nbsp;</P>
<P>Classification of intangibles and accumulated amortization at December 31st</P>
<P>were as follows:</P>

<P>&nbsp;</P>
<P>                                          2000              1999</P>

<P>&nbsp;</P>
<P>     Acquired customer base           $          -        $16,676,433</P>
<P>     Goodwill                                    -          8,126,616</P>
<P>     Other                                       -            940,186</P>
<P>                                       -----------        -----------</P>
<P>                                                 -         25,743,235</P>

<P>&nbsp;</P>
<P>     Accumulated amortization           (        -)        (7,514,013)</P>
<P>                                       -----------        -----------</P>
<P>                                      $          -        $18,229,222</P>

<P>&nbsp;</P>
<P>5.  WIRELESS CABLE ASSETS</P>

<P>&nbsp;</P>
<P>Property and equipment includes wireless cable station equipment, which is</P>
<P>operational but has not been put into use.  The equipment was determined to</P>
<P>be impaired at December 31, 2000 and its cost of approximately $188,000 was</P>
<P>written off.  In addition, the Company owns licenses in the wireless cable</P>
<P>markets, which operate on the same frequencies and will be used in the</P>
<P>wireless Internet market.</P>

<P>&nbsp;</P>
<P>6.  LICENSES AND RIGHTS TO LEASES OF LICENSES</P>

<P>&nbsp;</P>
<P>The Company owns licenses or rights to leases of licenses in the following</P>
<P>wireless cable and community television markets:</P>

<P>&nbsp;</P>
<P>          Wireless Cable Market           Expiration Date</P>

<P>&nbsp;</P>
<P>          Poplar Bluff, Missouri          October 16, 2006</P>
<P>          Lebanon, Missouri               October 16, 2006</P>
<P>          Port Angeles, Washington        December 21, 2003</P>
<P>          Astoria, Oregon                 December 21, 2003</P>
<P>          Sand Point, Idaho               August 09, 2006</P>
<P>          The Dalles, Oregon              August 09, 2006</P>
<P>          Fallon, Nevada                  August 09, 2006</P>

<P>&nbsp;</P>
<P>Application for renewal of licenses must be filed within a certain period</P>
<P>prior to expiration.</P>

<P>&nbsp;</P>
<P>7.  NOTE PAYABLE TO STOCKHOLDER</P>

<P>&nbsp;</P>
<P>                                          2000              1999</P>

<P>&nbsp;</P>
<P>     Note payable to stockholder,</P>
<P>     interest accrues at 8%, due</P>
<P>     on demand and unsecured.           $  6,638          $356,239</P>

<P>&nbsp;</P>
<P>8.  LOAN CONVERSION - STOCKHOLDER</P>

<P>&nbsp;</P>
<P>As of August 21, 2000, the Company owed its president, David M. Loflin, a</P>
<P>total of $967,703 ($916,045 in principal, $51,658 in interest), the result</P>
<P>of cash loans made to the Company by Mr. Loflin during the previous</P>
<P>approximately two years.  On August 21, 2000, the Company entered into a</P>
<P>letter of agreement with Mr. Loflin, whereby Mr. Loflin agreed to convert</P>
<P>all sums owed to him into shares of Company common stock.</P>

<P>&nbsp;</P>
<P>Pursuant to the letter agreement, Mr. Loflin received one share of common</P>
<P>stock for every $1.25 of debt converted, for a total of 774,162 shares.</P>
<P>The $1.25 price was agreed upon as that price was the low price for the</P>
<P>Company's common stock on Friday, August 18, 2000, as reported by the</P>
<P>American Stock Exchange.  The Company's board of directors, in authorizing</P>
<P>the transaction described above, found the transaction to be in the best</P>
<P>interest of USURF America.  The issuance of shares was not complete until</P>
<P>the first quarter of 2001, therefore, the substance of this transaction has</P>
<P>been reflected as stock subscription in the accompanying financial statements.</P>

<P>&nbsp;</P>
<P>9.  NOTE PAYABLE</P>

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

<P>&nbsp;</P>
<P>10.  INCOME TAXES</P>

<P>&nbsp;</P>
<P>The significant components of deferred tax assets and liabilities were as</P>
<P>follows at December 31:</P>

<P>&nbsp;</P>
<P>                                          2000              1999</P>
<P>     Deferred tax liabilities</P>
<P>       Amortization of intangibles    $           -       $3,883,210 </P>

<P>&nbsp;</P>
<P>     Deferred tax assets</P>
<P>       Net operating loss</P>
<P>        carryforwards                     3,739,588        2,313,159</P>
<P>       Less - valuation allowance        (3,739,588)      (2,313,159)</P>
<P>                                        -----------       ----------</P>
<P>                                                  -                -    </P>

<P>&nbsp;</P>
<P>     Net deferred tax liability       $           -       $3,883,210 </P>

<P>&nbsp;</P>
<P>The net changes in the valuation allowance for the periods ended December</P>
<P>31, 1999 and 1998 were $1,426,429 and $352,793, respectively.</P>

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

<P>&nbsp;</P>
<P>The Company has a net operating loss carry forward of approximately</P>
<P>$11,000,000 available to offset future income for income tax reporting</P>
<P>purposes, which will ultimately expire between 2011 and 2014 if not utilized.</P>

<P>&nbsp;</P>
<P>11.  SOURCES OF SUPPLIES</P>

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

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

<P>&nbsp;</P>
<P>During 2000, the Company purchased all of its network radios from one</P>
<P>supplier.  Additionally, the Company has purchased its modems principally</P>
<P>from two suppliers.  Additional changes in suppliers could cause a delay in</P>
<P>manufacturing which would affect operation results adversely.</P>

<P>&nbsp;</P>
<P>12.  COMMITMENTS</P>

<P>&nbsp;</P>
<P>The Company has contracts with various telephone companies and other</P>
<P>companies to provide data communication services.  The terms on these</P>
<P>agreements range from month-to-month to five years.  Future obligations</P>
<P>under these agreements as of December 31, 2000 are as follows for the years</P>
<P>ending December 31:</P>

<P>&nbsp;</P>
<P>     2001         $540,000</P>
<P>     2002          330,000</P>
<P>     2003          140,000</P>
<P>     2004          100,000</P>

<P>&nbsp;</P>
<P>13.  RELATED PARTY</P>

<P>&nbsp;</P>
<P>In December 2000, a total of 500,000 shares of common stock were issued to</P>
<P>two officers as bonuses for their services as officers.  Compensation</P>
<P>expense of approximately $125,000 was recorded based on the fair value of</P>
<P>the common stock on the date of issue.</P>

<P>&nbsp;</P>
<P>14.  WARRANTS</P>

<P>&nbsp;</P>
<P>During 2000, the Company issued warrants to purchase 480,000 shares of</P>
<P>common stock at various share prices.  The remaining warrants expire</P>
<P>between 2001 and 2004.  Warrants at December 31, 2000 consist of the</P>
<P>following:</P>
<P>                </P>
<P>  56,667 issued on May 18, 1999, pursuant to an Investment Banking</P>
<P>Agreement, with an exercise price of $1.25, exercisable for a period of</P>
<P>four years from issuance.</P>

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

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

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

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

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

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

<P>&nbsp;</P>
<P>  65,000 issued in April 2000, pursuant to a private offering, with an</P>
<P>exercise price of $7.50, exercisable for a period of two years from issuance.</P>

<P>&nbsp;</P>
<P>  35,000 issued in November 2000, pursuant to a Consulting Agreement, with</P>
<P>an exercise price of $1.00, exercisable for a period of three years from</P>
<P>issuance.</P>

<P>&nbsp;</P>
<P>  380,000 issued in December 2000, as a finder's fee, an exercise price of</P>
<P>$.20, exercisable for a period of three years from issuance.</P>

<P>&nbsp;</P>
<P>15.  SETTLEMENT AGREEMENT</P>

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

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

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

<P>&nbsp;</P>
<P>16.  CONTINGENCIES</P>

<P>&nbsp;</P>
<P>     A.  Bankruptcy</P>

<P>&nbsp;</P>
<P>         On September 29, 2000, three creditors of CyberHighway filed an</P>
<P>         involuntary petition in the Idaho Federal Bankruptcy Court,</P>
<P>         styled In Re:CyberHighway, Inc., Case No. 00-02454.  In December</P>
<P>         2000, CyberHighway and the petitioning creditors filed a joint</P>
<P>         motion to dismiss this proceeding.  The joint motion to dismiss</P>
<P>         requires the approval of CyberHighway's creditors.  However,</P>
<P>         some of CyberHighway's creditors objected to the dismissal of</P>
<P>         the proceeding.  The objecting creditors desire that all claims</P>
<P>         be adjudicated in the bankruptcy court.  The Company believes it</P>
<P>         is likely that, at some time in the future, a final order of</P>
<P>         bankruptcy will be entered with respect to CyberHighway. </P>

<P>&nbsp;</P>
<P>         Subsequent to the involuntary bankruptcy, CyberHighway lost nearly</P>
<P>         all of its customers.  Due to this loss of customer base, the</P>
<P>         Company's intangible assets relating to those customers are</P>
<P>         worthless.  The write-off of the intangible assets reflected on</P>
<P>         the Company's December 31, 2000 balance sheet was $4,814,272 (net</P>
<P>         of deferred taxes).  Due to this change in operating environment,</P>
<P>         the Company's revenues have decreased substantially as well as a</P>
<P>         decrease in expenses associated with the elimination of personnel</P>
<P>         previously required to operate the Company's network operations</P>
<P>         center, and accordingly goodwill has been impaired.  The write-</P>
<P>         down of goodwill reflected on the Company's December 31, 2000,</P>
<P>         balance sheet was $4,425,037.</P>

<P>&nbsp;</P>
<P>     B.  Potential Rescission Claims</P>

<P>&nbsp;</P>
<P>         From January 24, 2000, to December 31, 2000, a total of 5,032,085</P>
<P>         shares of the common stock of the Company may have been issued in</P>
<P>         violation of Section 5 of the Securities Act of 1933, as amended.</P>
<P>         The aggregate value assigned to these shares upon their issuance</P>
<P>         totaled $5,521,502.  It is possible that each of the issues of</P>
<P>         these shares has a potential claim for rescission of their</P>
<P>         respective issuance transactions.</P>

<P>&nbsp;</P>
<P>         The Company believes that it is unlikely that any of these</P>
<P>         potential rescission claims will be asserted against the Company.</P>

<P>&nbsp;</P>
<P>17.  SEGMENT DISCLOSURE</P>
<P>        </P>
<P>The Company adopted SFAS No. 131 &quot;Disclosures about Segments of an</P>
<P>Enterprise and Related Information,&quot; during the fourth quarter of 2000.</P>
<P>SFAS No. 131 established standards for reporting information about</P>
<P>operating segments in annual financial statements and requires selected</P>
<P>information about operating segments in interim financial reports issued to</P>
<P>stockholders.  It also established standards for related disclosures about</P>
<P>products and services and geographic areas.  Operating segments are defined</P>
<P>as components of an enterprise about which separate financial information</P>
<P>is available that is evaluated regularly by chief operating decision makers</P>
<P>or decision making groups, in deciding how to allocate resources and in</P>
<P>assessing performance.  The Company considers internet service providing</P>
<P>and wireless internet service providing to be a similar industry; as such,</P>
<P>there are no individual segments that are required to be reported pursuant</P>
<P>to SFAS 131.</P>

<P>&nbsp;</P>
<P>18.  GOING CONCERN</P>

<P>&nbsp;</P>
<P>These financial statements are presented on the basis that the Company is a</P>
<P>going concern.  Going concern contemplates the realization of assets and</P>
<P>the satisfaction of liabilities in the normal course of business over a</P>
<P>reasonable length of time.  The accompanying financial statement shows that</P>
<P>current liabilities exceed current assets by approximately $1.5 million at</P>
<P>December 31, 2000.  The Company's president loaned the Company</P>
<P>approximately $568,571 during fiscal 2000 and loaned an additional $26,590</P>
<P>subsequent to year-end. The appropriateness of using the going concern</P>
<P>basis is dependent upon continued funding by the Company's president,</P>
<P>obtaining additional financing or equity capital and, ultimately, to</P>
<P>achieve profitable operations. The uncertainty about these conditions</P>
<P>raises substantial doubt about its ability to continue as a going concern.</P>
<P>The financial statements do not include any adjustments that might result</P>
<P>from the outcome of this uncertainty.</P>

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

<P>&nbsp;</P>
<P>19.  FINANCING TRANSACTION</P>

<P>&nbsp;</P>
<P>On October 9, 2000, the Company signed a common stock purchase agreement</P>
<P>with an unrelated company to sell up to 6,000,000 shares of common stock</P>
<P>and 645,000 common warrants for up to $10,000,000.  The purchase price of</P>
<P>the shares under this agreement will vary, based on future market prices of</P>
<P>the Company's common stock.  The agreement calls for the Company to meet</P>
<P>certain requirements and maintain certain criteria with respect to its</P>
<P>common stock in order to avoid an event of default.  Upon the occurrence of</P>
<P>the event of default the buyer is no longer obligated to purchase any</P>
<P>additional shares of stock.  The agreement will terminate on April 30,</P>
<P>2001, if all of the circumstances necessary to effect the transaction have</P>
<P>not occurred by that date, including completion of a registration statement</P>
<P>with respect thereto.</P>

<P>&nbsp;</P>
<P>20.  SIGNIFICANT BUSINESS COMBINATION</P>

<P>&nbsp;</P>
<P>On January 29, 1999, the Company acquired all of the capital stock of</P>
<P>CyberHighway, Inc. (CyberHighway), an Idaho corporation.</P>

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

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

<P>&nbsp;</P>
<P>The following table summarizes the net assets purchased in connection with</P>
<P>the CyberHighway acquisition and the amount attributable to cost in excess</P>
<P>of net assets acquired:</P>

<P>&nbsp;</P>
<P>     Net assets acquired          $   372,472</P>
<P>     Acquired customer base        15,566,787</P>
<P>     Other assets                   5,260,690</P>
<P>     Deferred tax liability        (5,260,690)</P>

<P>&nbsp;</P>
<P>21.  SUBSEQUENT EVENTS</P>

<P>&nbsp;</P>
<P>The following events occurred subsequent to December 31, 2000:</P>

<P>&nbsp;</P>
<P>In January 2001, the Company issued 80,000 shares of its common stock as a</P>
<P>commitment fee under the common stock purchase agreement to the unrelated</P>
<P>company.</P>

<P>&nbsp;</P>
<P>In February 2001, the Company sold, pursuant to a Securities Purchase</P>
<P>Agreement, 840,000 shares of common stock and 840,000 warrants with an</P>
<P>exercise price of $.15, exercisable for a period of three years from</P>
<P>issuance.  These securities were sold for $126,000 in cash, with no portion</P>
<P>of the purchase price having been allocated to these warrants.</P>

<P>&nbsp;</P>
<P>In February 2001, the Company issued, as a finder's fee, 84,000 shares of</P>
<P>common stock and 336,000 warrants with an exercise price of $.15 per share,</P>
<P>exercisable for a period of three years from issuance.</P>

<P>&nbsp;</P>
<P>In March 2001, the Company sold, pursuant a Securities Purchase Agreement,</P>
<P>500,000 shares of common stock and 500,000 warrants with an exercise price</P>
<P>of $.25, exercisable for a period of three years from issuance.  These</P>
<P>securities were sold for $125,000 in cash, with no portion of the purchase</P>
<P>price having been allocated to the warrants.</P>

<P>&nbsp;</P>
<P>In March 2001, the Company issued, as a finder's fee, 50,000 shares of</P>
<P>common stock and 200,000 warrants with an exercise price of $.25 per share,</P>
<P>exercisable for a period of three years from issuance.</P>

<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                             PART II</P>

<P>&nbsp;</P>
<P>                             INFORMATION NOT REQUIRED IN PROSPECTUS</P>

<P>&nbsp;</P>
<P>Item 13.  Other Expenses of Issuance and Distribution.</P>

<P>&nbsp;</P>
<P>Estimated expenses payable by the Company in connection with the</P>
<P>registration of Common Stock covered hereby are as follows:</P>

<P>&nbsp;</P>
<P>           Registration fee                                        $  6,933.03</P>
<P>           Underwriter's unaccountable expense allowance                  0.00</P>
<P>           Printing and engraving expenses</P>
<P>5,000.00  *</P>
<P>           Legal fees and expenses                                   25,000.00</P>
<P>           Accounting fees and expenses</P>
<P>20,000.00  *</P>
<P>           Blue Sky fees and expenses                                     0.00</P>
<P>           Transfer agent and registrar fees and expenses                 0.00</P>
<P>           Miscellaneous</P>
<P>1,000.00  *</P>
<P>           ---------------</P>
<P>----------------</P>
<P>           (* estimate)                        Total</P>
<P>$57,933.03  *</P>

<P>&nbsp;</P>
<P>Item 14.  Indemnification of Directors and Officers.</P>

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

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

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

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

<P>&nbsp;</P>
<P>Item 15.  Recent Sales of Unregistered Securities.</P>

<P>&nbsp;</P>
<P>  1. (a)  Securities Sold.  On February 17, 1998, 400,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Newlan &amp; Newlan, Attorneys at Law.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Consulting and Legal Services Agreement, at a price of $.10 per share,</P>
<P>or $40,000, in the aggregate.</P>

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

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

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

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

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

<P>&nbsp;</P>
<P>  6. (a)  Securities Sold.  On June 22, 1998, a total of 150,000 common</P>
<P>stock purchase warrants of the Company were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such warrants were issued to</P>
<P>Dennis A. Faker (50,000 warrants), Barbara V. Schiller (30,000 warrants),</P>
<P>Jeanne M. Rowzee (10,000 warrants), Alvin Gottlieb (10,000 warrants),</P>
<P>Rogers Family Trust (30,000 warrants), Delaware Charter Guarantee &amp; Trust</P>
<P>Company f/b/o  Clarence Yim (10,000 warrants) and Delaware Charter</P>
<P>Guarantee &amp; Trust Company f/b/o R. Logan Kock (10,000 warrants).</P>
<P>     (c)   Consideration.  Such warrants were issued for no additional</P>
<P>consideration as part of units of securities in a private offering.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>      (e) Terms of Conversion or Exercise.  Exercise price of the warrants</P>
<P>is $2.00 per share and exercisable for a period of two years from issuance.</P>
<P> The warrants are redeemable by the Company at any time the bid price of</P>
<P>the Company's Common Stock has been at or above $4.00 per share for five</P>
<P>consecutive trading days.</P>

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

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

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

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

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

<P>&nbsp;</P>
<P>  12. (a)  Securities Sold.  On August 26, 1998, a total of 40,000 shares</P>
<P>of Company Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Delaware Charter Guarantee &amp; Trust Company f/b/o Clarence</P>
<P>Yim (20,000 shares) and Delaware Charter Guarantee &amp; Trust Company f/b/o R.</P>
<P>Logan Kock (20,000 shares).</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued in a</P>
<P>private offering, at a price of $1.00 per share, or $40,000, in the aggregate.</P>

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

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

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

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

<P>&nbsp;</P>
<P>  16. (a)  Securities Sold.  On October 14, 1998, 100,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Peter Rochow.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Consulting Agreement, at a price of $.70 per share, or $70,000, in the</P>
<P>aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

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

<P>&nbsp;</P>
<P>  18. (a)  Securities Sold.  On November 3, 1998, 150,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Fair Market Value, LLC.</P>

<P>&nbsp;</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Consulting Agreement, at a price of $.50 per share, or $75,000, in the</P>
<P>aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

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

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

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

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

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

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

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

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

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

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

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

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

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

<P>&nbsp;</P>
<P>  32. (a)  Securities Sold.  On August 23, 1999, 250,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Knud Nielsen, III (127,500 shares) and Gary Stanley (122,500</P>
<P>shares).</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Agreement and Plan of Reorganization, at a price of $4.00 per share,</P>
<P>or $1,000,000, in the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  33. (a)  Securities Sold.  On August 30, 1999, 127,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Alan L. Taylor (122,405 shares), Brent Bates (518 shares),</P>
<P>Kim Jorgensen (475 shares), Chris Allison (472 shares), Robert Carlson</P>
<P>(1,423 shares) and Lane Virgin (1,707 shares).</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Agreement and Plan of Reorganization, at a price of $4.00 per share,</P>
<P>or $508,000, in the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  34. (a)  Securities Sold.  On September 24, 1999, 11,000 shares of</P>
<P>Company Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Alonzo B. See, III.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Employment Agreement, at a price of $5.00 per share, or $40,000, in</P>
<P>the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  35. (a)  Securities Sold.  On November 12, 1999, 25,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Cyber Mountain, Inc.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Letter Agreement, at a price of $4.00 per share, or $100,000, in the</P>
<P>aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  36. (a)  Securities Sold.  On December 9, 1999, a total of 340,000 shares</P>
<P>of Company Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Julius W. Basham, II (215,000 shares), Wm. Kim Stimpson</P>
<P>(34,000 shares) and David W. Brown (91,000 shares).</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Settlement Agreement and Mutual Release, at a price of $2.6875 per</P>
<P>share, or $913,750, in the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  37. (a)  Securities Sold.  On December 9, 1999, 30,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Peter Rochow.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Consulting Agreement, at a price of $3.00 per share, or $90,000, in</P>
<P>the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  38. (a)  Securities Sold.  On December 13, 1999, 30,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Nostas/Faesel Group.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Consulting Agreement, at a price of $3.00 per share, or $90,000, in</P>
<P>the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  39. (a)  Securities Sold.  On December 13, 1999, 53,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to CyberHighway of North Georgia, Inc.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Asset Acquisition Agreement, at a price of $4.00 per share, or</P>
<P>$212,000, in the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  40. (a)  Securities Sold.  On December 1, 1999, 60,000 common stock</P>
<P>purchase warrants of the Company were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such warrants were issued to</P>
<P>The Research Works, Inc.</P>
<P>    (c)   Consideration.  Such warrants were issued pursuant to a</P>
<P>Consulting Agreement.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>
<P>      (e) Terms of Conversion or Exercise.  Exercise price of the warrants</P>
<P>is $3.50 per share and the warrants are exercisable for a period of two</P>
<P>years from issuance.</P>

<P>&nbsp;</P>
<P>  41. (a)  Securities Sold.  On January 1, 2000, 60,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to The Humbolt Corporation.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Business and Communications Consulting Services Agreement, at a price</P>
<P>of $3.00 per share, or $180,000, in the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  42. (a)  Securities Sold.  On January 1, 2000, 42,166 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Newlan &amp; Newlan, Attorneys at Law.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued for</P>
<P>services rendered, at a price of $3.00 per share, or $126,500, in the</P>
<P>aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  43. (a)  Securities Sold.  On January 1, 2000, 100,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Newlan &amp; Newlan, Attorneys at Law.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Legal and Consulting Services Agreement, at a price of $3.00 per</P>
<P>share, or $300,000, in the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Section 4(2) thereof, as a transaction not involving a</P>
<P>public offering.</P>

<P>&nbsp;</P>
<P>  44. (a)  Securities Sold.  On February 1, 2000, 81,063 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to the owners of The Spinning Wheel, Inc.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Agreement and Plan of Reorganization, at a price of $4.00 per share,</P>
<P>or $324,252, in the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  45. (a)  Securities Sold.  On February 18, 2000, 50,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to the owners of Internet Innovations, L.L.C.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Agreement and Plan of Reorganization, at a price of $4.00 per share,</P>
<P>or $200,000, in the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  46. (a)  Securities Sold.  In April 2000, 30,000 shares of Company Common</P>
<P>Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Peter Rochow.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Consulting Agreement, at a price of $3.00 per share, or $90,000, in</P>
<P>the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>

<P>&nbsp;</P>
<P>  47. (a)  Securities Sold.  In April 2000, 30,000 shares of Company Common</P>
<P>Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Nostas/Faesel Group.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Consulting Agreement, at a price of $3.00 per share, or $90,000, in</P>
<P>the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  48. (a)  Securities Sold.  In April 2000, 100,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Fair Market, Inc.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a Consulting Agreement, at a price of $7.125 per share, or $712,500, in</P>
<P>the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>   49. (a)  Securities Sold.  In April 2000, a total of 65,000 shares of</P>
<P>Company Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to ten individual investors.</P>

<P>&nbsp;</P>
<P>     (c)   Consideration.  Such shares of Common Stock were sold for cash</P>
<P>pursuant to a private offering, at a price of $5.00 per share, or $325,000,</P>
<P>in the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  50. (a)  Securities Sold.  In April 2000, a total of 65,000 common stock</P>
<P>purchase warrants of the Company were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such warrants were issued to</P>
<P>ten individual investors.</P>
<P>     (c)   Consideration.  Such warrants were issued for no additional</P>
<P>consideration as part of units of securities in a private offering.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>
<P>      (e) Terms of Conversion or Exercise.  Exercise price of the warrants</P>
<P>is $7.50 per share and exercisable for a period of two years from issuance.</P>

<P>&nbsp;</P>
<P>  51. (a)  Securities Sold.  In May 2000, 250,000 shares of Company Common</P>
<P>Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Robert A. Hart IV.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Employment Agreement, at a price of $3.00 per share, or $750,000, in</P>
<P>the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  52. (a)  Securities Sold.  In July 2000, 250,000 shares of Company Common</P>
<P>Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Gruntal &amp; Co., LLC.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an investment banking agreement, at a price of $1.50 per share, or</P>
<P>$375,000, in the aggregate.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  53. (a)  Securities Sold.  In July 2000, 5,880 shares of Company Common</P>
<P>Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Ryan G. Campanile.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Employment Agreement, at prices ranging rom $9.44 per share to $2.06</P>
<P>per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  54. (a)  Securities Sold.  In July 2000, 5,880 shares of Company Common</P>
<P>Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Ryan D. Thibodeaux.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Employment Agreement, at prices ranging rom $9.44 per share to $2.06</P>
<P>per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  55. (a)  Securities Sold.  In August 2000, 774,162 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to David M. Lofin.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a letter agreement, at a price of $1.25 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  56. (a)  Securities Sold.  In September 2000, 450,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Centex Securities, Inc.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a consulting agreement, at a price of $.875 per share.</P>

<P>&nbsp;</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  57. (a)  Securities Sold.  In October 2000, a total 250,000 shares of</P>
<P>Company Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Knud Nielsen, III (202,500 shares) and Gary Stanley (47,500</P>
<P>shares).</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a settlement agreement, at a price of $.875 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  58. (a)  Securities Sold.  In October 2000, 2,282 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Ryan G. Campanile.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Employment Agreement, at prices ranging rom $2.00 per share to $1.56</P>
<P>per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  59. (a)  Securities Sold.  In October 2000, 2.282 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Ryan D. Thibodeaux.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an Employment Agreement, at prices ranging rom $2.00 per share to $1.56</P>
<P>per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  60. (a)  Securities Sold.  In October 2000, 35,536 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to James Kaufman.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an employment agreement, at prices ranging from $9.36 to $2.25 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  61. (a)  Securities Sold.  In November 2000, 10,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Slade S. Mauer.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to an employment agreement, at a price of $.625 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  62. (a)  Securities Sold.  In November 2000, 100,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to de Jong &amp; Associates, Inc.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a consulting agreement, at a price of $.5625 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  63. (a)  Securities Sold.  In November 2000, 35,000 common stock purchase</P>
<P>warrants of the Company were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such warrants were issued to de</P>
<P>Jong &amp; Associates, Inc.</P>
<P>     (c)   Consideration.  Such warrants were issued for no additional</P>
<P>consideration pursuant to a consulting agreement.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>
<P>      (e) Terms of Conversion or Exercise.  Exercise price of the warrants</P>
<P>is $1.00 per share and exercisable for a period of three years from issuance.</P>

<P>&nbsp;</P>
<P>  64. (a)  Securities Sold.  In December 2000, 40,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Shelter Capital Ltd.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a finder's fee agreement, at a price of $.20 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>

<P>&nbsp;</P>
<P>  65. (a)  Securities Sold.  In December 2000, 380,000 common stock</P>
<P>purchase warrants of the Company were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such warrants were issued to</P>
<P>Shelter Capital Ltd.</P>
<P>     (c)   Consideration.  Such warrants were issued for no additional</P>
<P>consideration pursuant to a finder's fee agreement.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>
<P>      (e) Terms of Conversion or Exercise.  Exercise price of the warrants</P>
<P>is $.20 per share and exercisable for a period of three years from issuance.</P>

<P>&nbsp;</P>
<P>  66. (a)  Securities Sold.  In December 2000, 100,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Gestalt Corporation.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a consulting services letter agreement, at a price of $.3125 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>

<P>&nbsp;</P>
<P>  67. (a)  Securities Sold.  In December 2000, 300,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to James Kaufman.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued as a</P>
<P>bonus, at a price of $.25 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  68. (a)  Securities Sold.  In December 2000, 200,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Waddell D. Loflin.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued as a</P>
<P>bonus, at a price of $.25 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  69. (a)  Securities Sold.  In December 2000, 300,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Peter Rochow.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued for</P>
<P>consulting services, at a price of $.25 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>

<P>&nbsp;</P>
<P>  70. (a)  Securities Sold.  In December 2000, 100,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Patrick F. McGrew.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued for</P>
<P>legal services, at a price of $.25 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  71. (a)  Securities Sold.  In December 2000, 500,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Newlan &amp; Newlan.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued for</P>
<P>legal services, at a price of $.25 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  72. (a)  Securities Sold.  In December 2000, 400,000 shares of Company</P>
<P>Common Stock were sold.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Anchor House Ltd.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were sold for cash,</P>
<P>at a price of $.20 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>

<P>&nbsp;</P>
<P>  73. (a)  Securities Sold.  In January 2001, 800,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Fusion Capital Fund II, LLC.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued as a</P>
<P>commitment fee under a common stock purchase agreement, at a price of $.25</P>
<P>per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  74. (a)  Securities Sold.  In January 2001, 200,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Gruntal &amp; Co., LLC.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued as a</P>
<P>finder's fee pursuant to an investment banking agreement, at a price of</P>
<P>$.25 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  75. (a)  Securities Sold.  In January 2001, 200,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Fair Market, Inc.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a letter agreement, at a price of $.375 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  76. (a)  Securities Sold.  In January 2001, 20,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to CyberHighway of North Georgia.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a letter agreement, at a price of $.375 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  77. (a)  Securities Sold.  In January 2001, 10,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Fusion Capital Fund II, LLC.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a letter agreement, at a price of $.375 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>  78. (a)  Securities Sold.  In February 2001, 840,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Claymore Asset Management Group Ltd.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a securities purchase agreement, at a price of $.15 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>

<P>&nbsp;</P>
<P>  79. (a)  Securities Sold.  In February 2001, 840,000 common stock</P>
<P>purchase warrants of the Company were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such warrants were issued to</P>
<P>Claymore Asset Management Group Ltd.</P>
<P>     (c)   Consideration.  Such warrants were issued for no additional</P>
<P>consideration pursuant to a securities purchase agreement.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>
<P>      (e) Terms of Conversion or Exercise.  Exercise price of the warrants</P>
<P>is $.15 per share and exercisable for a period of three years from issuance.</P>

<P>&nbsp;</P>
<P>  80. (a)  Securities Sold.  In February 2001, 84,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Shelter Capital Ltd.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a finder's fee agreement, at a price of $.15 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>

<P>&nbsp;</P>
<P>  81. (a)  Securities Sold.  In February 2001, 336,000 common stock</P>
<P>purchase warrants of the Company were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such warrants were issued to</P>
<P>Shelter Capital Ltd.</P>
<P>     (c)   Consideration.  Such warrants were issued for no additional</P>
<P>consideration pursuant to a finder's fee agreement.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>
<P>      (e) Terms of Conversion or Exercise.  Exercise price of the warrants</P>
<P>is $.15 per share and exercisable for a period of three years from issuance.</P>

<P>&nbsp;</P>
<P>  82. (a)  Securities Sold.  In March 2001, 500,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Atlas Securities Inc.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a securities purchase agreement, at a price of $.25 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>

<P>&nbsp;</P>
<P>  83. (a)  Securities Sold.  In March 2001, 500,000 common stock purchase</P>
<P>warrants of the Company were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such warrants were issued to</P>
<P>Atlas Securities Inc.</P>
<P>     (c)   Consideration.  Such warrants were issued for no additional</P>
<P>consideration pursuant to a securities purchase agreement.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>
<P>      (e) Terms of Conversion or Exercise.  Exercise price of the warrants</P>
<P>is $.25 per share and exercisable for a period of three years from issuance.</P>

<P>&nbsp;</P>
<P>  84. (a)  Securities Sold.  In December 2000, 50,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to Shelter Capital Ltd.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a finder's fee agreement, at a price of $.25 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>

<P>&nbsp;</P>
<P>  85. (a)  Securities Sold.  In December 2000, 200,000 common stock</P>
<P>purchase warrants of the Company were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such warrants were issued to</P>
<P>Shelter Capital Ltd.</P>
<P>     (c)   Consideration.  Such warrants were issued for no additional</P>
<P>consideration pursuant to a finder's fee agreement.</P>
<P>     (d)  Exemption from Registration Claimed.  These securities are exempt</P>
<P>from registration under the Securities Act of 1933, as amended, pursuant to</P>
<P>the provisions of Regulation S thereunder.</P>

<P>&nbsp;</P>
<P>      (e) Terms of Conversion or Exercise.  Exercise price of the warrants</P>
<P>is $.25 per share and exercisable for a period of three years from issuance.</P>

<P>&nbsp;</P>
<P>  86. (a)  Securities Sold.  In April 2001, 300,000 shares of Company</P>
<P>Common Stock were issued.</P>
<P>     (b)  Underwriter or Other Purchasers.  Such shares of Common Stock</P>
<P>were issued to IBC.TV, LLC.</P>
<P>     (c)   Consideration.  Such shares of Common Stock were issued pursuant</P>
<P>to a consulting agreement, at a price of $.50 per share.</P>
<P>     (d)  Exemption from Registration Claimed.  The Company relied upon the</P>
<P>exemption from registration afforded by Section 4(2) of the Securities Act</P>
<P>of 1933, as amended, but this exemption may not have been available.</P>

<P>&nbsp;</P>
<P>Item 16.  Exhibits and Financial Statements Schedules.</P>

<P>&nbsp;</P>
<P>     1.  Exhibits.</P>

<P>&nbsp;</P>
<P>Exhibit No.     Description</P>

<P>&nbsp;</P>
<P>#   3.1         Articles of Incorporation of Registrant.</P>
<P>+   3.2         Bylaws of Registrant, as amended.</P>
<P>+   3.3         Bylaws of Executive Committee of the Board of Directors of</P>
<P>Registrant.</P>
<P>+   3.4         Bylaws of Audit Committee of the Board of Directors of</P>
<P>Registrant.</P>
<P>*   3.5         Articles of Amendment to Articles of Incorporation of</P>
<P>Registrant.</P>
<P>**  3.6         Articles of Amendment to Articles of Incorporation of</P>
<P>Registrant.</P>
<P>+   4.1         Specimen Common Stock Certificate.</P>
<P>@  5.1          Opinion of Newlan &amp; Newlan, Attorneys at Law, re: Legality.</P>
<P>+ 10.1          Registration Rights Letter Agreement between Registrant and</P>
<P>Centex</P>
<P>                Securities, Inc., dated May 20, 1998.</P>
<P>+ 10.2          Finder's Fee Letter between Registrant and H+N Partners,</P>
<P>dated March 27, 1998.</P>
<P>+ 10.3          Registration Rights Letter Agreement between Registrant and</P>
<P>Dennis A. Faker,</P>
<P>                dated June 19, 1998.</P>
<P>+ 10.4          Registration Rights Letter Agreement between Registrant and</P>
<P>Delaware Charter</P>
<P>                Guaranty and Trust Company, f/b/o R. Logan Kock IRA, dated</P>
<P>June 19, 1998.</P>
<P>+ 10.5          Registration Rights Letter Agreement between Registrant and</P>
<P>Alvin Gottlieb,</P>
<P>                dated June 19, 1998.</P>
<P>+ 10.6          Registration Rights Letter Agreement between Registrant and</P>
<P>Rogers Family</P>
<P>                Trust, dated June 19, 1998.</P>
<P>+ 10.7          Registration Rights Letter Agreement between Registrant and</P>
<P>Jeanne Rowzee,</P>
<P>                dated June 19, 1998.</P>
<P>+ 10.8          Registration Rights Letter Agreement between Registrant and</P>
<P>Barbara V.                 Schiller, dated June 19, 1998.</P>
<P>+ 10.9          Registration Rights Letter Agreement between Registrant and</P>
<P>Delaware Charter</P>
<P>                Guarantee and Trust Company f/b/o Clarence Yim IRA, dated</P>
<P>June 19, 1998.</P>
<P>+ 10.9.1        Warrant Agreement between Registrant and Securities</P>
<P>Transfer Corporation,</P>
<P>                dated May 18, 1998.</P>
<P>+ 10.10         Warrant Agreement between Registrant and Securities</P>
<P>Transfer Corporation,</P>
<P>                dated May 20, 1998.</P>
<P>+ 10.11         Warrant Agreement between Registrant and Securities</P>
<P>Transfer Corporation,</P>
<P>                dated May 20, 1998.</P>
<P>+ 10.12         Warrant Agreement between Registrant and Securities</P>
<P>Transfer Corporation dated</P>
<P>                January 19, 1999.</P>
<P>+ 10.13         Registration Rights Letter Agreement between Registrant and</P>
<P>Michael Cohn, </P>
<P>                dated January 19, 1999.</P>
<P>+ 10.14         Registration Rights Letter Agreement between Registrant and</P>
<P>Walter C.</P>
<P>                Schiller, dated January 19, 1999.</P>
<P>+ 10.15         Registration Rights Letter Agreement between Registrant and</P>
<P>Michael R. Van</P>
<P>                Geons, dated January 19, 1999.</P>
<P>+ 10.16         Registration Rights Letter Agreement between Registrant and</P>
<P>Harry P. Kunecki</P>
<P>                Trust, dated January 19, 1999.</P>
<P>+ 10.17         Registration Rights Letter Agreement between Registrant and</P>
<P>Frank L. Leyba,</P>
<P>                dated January 19, 1999.</P>
<P>+ 10.18         Warrant Agreement between Registrant and Securities</P>
<P>Transfer Corporation,</P>
<P>                dated May 3, 1999.</P>
<P>+ 10.19         Registration Rights Letter Agreement between Registrant and</P>
<P>Shelter Capital,</P>
<P>                Ltd., dated May 28, 1999.</P>
<P>+ 10.20         Registration Rights Letter Agreement between Registrant and</P>
<P>Walter Engler,</P>
<P>                dated May 28, 1999.</P>
<P>+ 10.21         Agreement and Plan of Reorganization, dated April 28, 1999,</P>
<P>among Registrant,</P>
<P>                Santa Fe Wireless Internet, Inc., Santa Fe Trail Internet</P>
<P>Plus, Inc., and</P>
<P>                Darrell Davis.</P>
<P>+ 10.21.1       Agreement of Merger, dated June 2, 1999, among Registrant,</P>
<P>Santa Fe Wireless</P>
<P>                Internet, Inc. and Santa Fe Trail Internet Plus, Inc.</P>
<P>+ 10.22         Registration Rights Letter Agreement between Registrant and</P>
<P>Darrell Davis and</P>
<P>                Deanna Davis, dated June 2, 1999.</P>
<P>+ 10.23         Registration Rights Letter Agreement between Registrant and</P>
<P>Roger Davis and</P>
<P>                Gloria C. Davis, dated June 2, 1999.</P>
<P>+ 10.24         Business Acquisition Agreement between Registrant and Mark</P>
<P>Bove, dated July</P>
<P>                14, 1999.</P>
<P>+ 10.25         Registration Rights Letter Agreement between Registrant and</P>
<P>Mark Bove, dated</P>
<P>                August 11, 1999.</P>
<P>+ 10.26         Agreement and Plan of Reorganization, dated August 24,</P>
<P>1999, among Registrant,</P>
<P>                CyberHighway, Inc., Premier Internet Services, Inc. and</P>
<P>Alan Taylor.</P>
<P>+ 10.27         Agreement of Merger among Registrant, CyberHighway, Inc.</P>
<P>and Premier Internet</P>
<P>                Services, Inc., dated August 30, 1999.</P>
<P>+ 10.28         Confidentiality Agreement between Registrant and Alan</P>
<P>Taylor, dated August 30,</P>
<P>                1999.</P>
<P>+ 10.29         Agreement Not to Compete between Registrant and Alan</P>
<P>Taylor, dated August 30,</P>
<P>                1999.</P>
<P>+ 10.30         Registration Rights Letter Agreement between Registrant and</P>
<P>Alan Taylor, dated</P>
<P>                August 30, 1999.</P>
<P>+ 10.31         Asset Purchase Agreement between Registrant and</P>
<P>CyberHighway of North Georgia,</P>
<P>                Inc., dated October 29, 1999.</P>
<P>+ 10.32         Confidentiality Agreement among Registrant, CyberHighway of</P>
<P>North Georgia,</P>
<P>                Inc., Grady E. Brooks, Jr. and Anthony Woodall, dated</P>
<P>December 20, 1999.</P>
<P>+ 10.33         Agreement Not to Compete among Registrant, CyberHighway of</P>
<P>North Georgia,</P>
<P>                Inc., Grady E. Brooks, Jr., and Anthony Woodall, dated</P>
<P>December 20, 1999.</P>
<P>+ 10.34         Registration Rights Letter Agreement between Registrant and</P>
<P>CyberHighway of</P>
<P>                North Georgia, Inc., dated December 20, 1999.</P>
<P>+ 10.35         Employment Agreement between Registrant and James Kaufman,</P>
<P>dated March 22,</P>
<P>                1999.</P>
<P>+ 10.36         Confidentiality Agreement between Registrant and James</P>
<P>Kaufman, dated March</P>
<P>                22, 1999.</P>
<P>+ 10.37         Agreement Not to Compete between Registrant and James</P>
<P>Kaufman, dated March 22,</P>
<P>                1999.</P>
<P>+ 10.38         Employment Agreement between Registrant and Darrell Davis,</P>
<P>dated October 4,</P>
<P>                1999.</P>
<P>+ 10.39         Confidentiality Agreement between Registrant and Darrell</P>
<P>Davis, dated October</P>
<P>                4, 1999.</P>
<P>+ 10.40         Agreement Not to Compete between Registrant and Darrell</P>
<P>Davis, dated October</P>
<P>                4, 1999.</P>
<P>+ 10.41         Employment Agreement between Registrant and David M.</P>
<P>Loflin, dated August 1,</P>
<P>                1999.</P>
<P>+ 10.42         Confidentiality Agreement between Registrant and David M.</P>
<P>Loflin, dated August</P>
<P>                1, 1999.</P>
<P>+ 10.43         Agreement Not to Compete between Registrant and David M.</P>
<P>Loflin, dated August</P>
<P>                1, 1999.</P>
<P>+ 10.44         Employment Agreement between Registrant and Waddell D.</P>
<P>Loflin, dated August 1,</P>
<P>                1999.</P>
<P>+ 10.45         Confidentiality Agreement between Registrant and Waddell D.</P>
<P>Loflin, dated</P>
<P>                August 1, 1999.</P>
<P>+ 10.46         Agreement Not to Compete between Registrant and Waddell D.</P>
<P>Loflin, dated</P>
<P>                August 1, 1999.</P>
<P>*** 10.47       Settlement Agreement and Mutual Release, dated November 30,</P>
<P>1999, among</P>
<P>                Registrant, CyberHighway, Inc., Julius W. Basham, II, Wm.</P>
<P>Kim Stimpson and</P>
<P>                David W. Brown.</P>
<P>+ 10.48         Wholesale Customer - Dial Access Agreement between</P>
<P>Registrant and ioNET, Inc.</P>
<P>                (a division of PSINet, Inc.), dated July 21, 1999.</P>
<P>+ 10.49         ISP Agreement between Registrant and NaviNet, Inc., dated</P>
<P>August 2, 1999.</P>
<P>+ 10.50         Warrant Agreement between Registrant and Securities</P>
<P>Transfer Corporation,</P>
<P>                dated November 1, 1999.</P>
<P>+ 10.50.1       Registration Rights Letter Agreement between Registrant and</P>
<P>Michael Cohn,</P>
<P>                dated November 1, 1999.</P>
<P>+ 10.51         Letter Agreement between Registrant and The Research Works,</P>
<P>Inc., dated</P>
<P>                December 1, 1999.</P>
<P>+ 10.51.1       Warrant Agreement between Registrant and Securities</P>
<P>Transfer Corporation,</P>
<P>                dated December 1, 1999.</P>
<P>+ 10.52         Financial Public Relations and Investor Relations Services</P>
<P>Agreement between</P>
<P>                Registrant and Peter Rochow, dated October 27, 1999.</P>
<P>+ 10.53         Consultation Agreement - Investor Relations between</P>
<P>Registrant and</P>
<P>                Nostas/Faessel Group, dated October 23, 1999.</P>
<P>+ 10.54         Corporate Communications Services Agreement between</P>
<P>Registrant and JFMills/</P>
<P>                Worldwide, dated November 1, 1999.</P>
<P>+ 10.55         Agreement and Plan of Reorganization, dated July 23, 1999,</P>
<P>among Registrant,</P>
<P>                USURF America (Alabama), Inc., Net 1, Inc. and Gary Stanley.</P>
<P>+ 10.56         Agreement of Merger, dated August 23, 1999, among</P>
<P>Registrant, USURF America</P>
<P>                (Alabama), Inc. and Net 1, Inc.</P>
<P>+ 10.57         Registration Rights Letter Agreement between Registrant and</P>
<P>Kund Nielsen, III,</P>
<P>                dated August 23, 1999.</P>
<P>+ 10.58         Registration Rights Letter Agreement between Registrant and</P>
<P>Gary Stanley,</P>
<P>                dated August 23, 1999.</P>
<P>+ 10.59         Confidentiality Agreement between Registrant and Kund</P>
<P>Nielsen, III, dated</P>
<P>                August 23, 1999.</P>
<P>+ 10.60         Agreement Not to Compete between Registrant and Kund</P>
<P>Nielsen, III, dated</P>
<P>                August 23, 1999.</P>
<P>+ 10.61         Agreement and Plan of Reorganization, dated February 1,</P>
<P>2000, among</P>
<P>                Registrant, USURF America Internet Design, Inc., Internet</P>
<P>Innovations, L.L.C.,</P>
<P>                Ryan D. Thibodeaux and Ryan G. Campanile.</P>
<P>+ 10.62         Agreement of Merger, dated February 16, 2000, among</P>
<P>Registrant, USURF America</P>
<P>                Internet Design, Inc. and Internet Innovations, L.L.C.</P>
<P>+ 10.63         Registration Rights Letter Agreement, dated February 16,</P>
<P>2000, between</P>
<P>                Registrant and Ryan D. Thibodeaux.</P>
<P>+ 10.64         Registration Rights Letter Agreement, dated February 16,</P>
<P>2000, between</P>
<P>                Registrant and Ryan G. Campanile.</P>
<P>+ 10.65         Employment Agreement, dated February 16, 2000, between</P>
<P>Registrant, USURF</P>
<P>                America Internet Design, Inc. and Ryan D. Thibodeaux.</P>
<P>+ 10.66         Employment Agreement, dated February 16, 2000, between</P>
<P>Registrant, USURF</P>
<P>                America Internet Design, Inc. and Ryan G. Campanile.</P>
<P>+ 10.67         Business and Communications Consulting Services Agreement,</P>
<P>dated as of January</P>
<P>                1, 2000, between Registrant and The Humbolt Corporation.</P>
<P>+ 10.68         Legal and Consulting Services Agreement, dated as of</P>
<P>January 1, 2000, between</P>
<P>                Registrant and Newlan &amp; Newlan, Attorneys at Law.</P>
<P>+ 10.69         Agreement and Plan of Reorganization, dated October 26,</P>
<P>1999, among</P>
<P>                Registrant, CyberHighway, Inc., The Spinning Wheel, Inc.</P>
<P>and Diggs W. Lewis,</P>
<P>                Jr.</P>
<P>+ 10.70         Agreement of Merger, dated February 1, 2000, among</P>
<P>Registrant, CyberHighway,</P>
<P>                Inc. and The Spinning Wheel, Inc.</P>
<P>+ 10.71         Registration Rights Letter Agreement, dated February 1,</P>
<P>2000, between</P>
<P>                Registrant and Diggs W. Lewis, Jr.</P>
<P>+ 10.72         Agreement Not to Compete, dated February 1, 2000, between</P>
<P>Registrant and Diggs</P>
<P>                W. Lewis, Jr.</P>
<P>+ 10.73         Confidentiality Agreement, dated February 1, 2000, between</P>
<P>Registrant and</P>
<P>                Diggs W. Lewis, Jr.</P>
<P>+ 10.74         Warrant Agreement between Registrant and Securities</P>
<P>Transfer Corporation,</P>
<P>                dated as of March 29, 2000.</P>
<P>+ 10.75         Employment Agreement between Registrant and Christopher L.</P>
<P>Wiebelt, dated</P>
<P>                February 15, 2000.</P>
<P>+ 10.76         Confidentiality Agreement between Registrant and</P>
<P>Christopher L. Wiebelt, dated</P>
<P>                February 15, 2000.</P>
<P>+ 10.77         Agreement Not to Compete between Registrant and Christopher</P>
<P>L. Wiebelt, dated</P>
<P>                February 15, 2000.</P>
<P>+ 10.78               Management/Financial Consulting Agreement between</P>
<P>Registrant and Fair</P>
<P>                Market, Inc., dated March 15, 2000.</P>
<P>+ 10.79         Registration Rights Letter Agreement, dated March 29, 2000,</P>
<P>between Registrant</P>
<P>                and Shelter Capital Ltd.</P>
<P>+ 10.80         Registration Rights Letter Agreement, dated March 29, 2000,</P>
<P>between Registrant</P>
<P>                and Gordon Engler.</P>
<P>+ 10.81         Registration Rights Letter Agreement, dated March 29, 2000,</P>
<P>between Registrant</P>
<P>                and Annie Rochow.</P>
<P>+ 10.82         Registration Rights Letter Agreement, dated March 29, 2000,</P>
<P>between Registrant</P>
<P>                and Eden Park Homes Ltd.</P>
<P>+ 10.83         Registration Rights Letter Agreement, dated March 29, 2000,</P>
<P>between Registrant</P>
<P>                and G. Paul Dumas.</P>
<P>+ 10.84         Registration Rights Letter Agreement, dated March 29, 2000,</P>
<P>between Registrant</P>
<P>                and Daniel E. Pisenti.</P>
<P>+ 10.85         Registration Rights Letter Agreement, dated March 29, 2000,</P>
<P>between Registrant</P>
<P>                and Wolfgang and Helga Rochow.</P>
<P>+ 10.86         Registration Rights Letter Agreement, dated March 29, 2000,</P>
<P>between Registrant</P>
<P>                and Geoffrey Page Flett.</P>
<P>+ 10.87         Registration Rights Letter Agreement, dated March 29, 2000,</P>
<P>between Registrant</P>
<P>                and Donald Rayburn.</P>
<P>+ 10.88         Employment Agreement, dated May 25, 2000, between</P>
<P>Registrant and Robert A.</P>
<P>                Hart IV.</P>
<P>+ 10.89         Confidentiality Agreement, dated May 25, 2000, between</P>
<P>Registrant and Robert</P>
<P>                A. Hart IV.</P>
<P>+ 10.90         Agreement Not to Compete, dated May 25, 2000, between</P>
<P>Registrant and Robert A.</P>
<P>                Hart IV.</P>
<P>+ 10.91         Investment Banking Letter Agreement, dated July 19, 2000,</P>
<P>between Registrant</P>
<P>                and Gruntal &amp; Co., LLC.</P>
<P>+ 10.92         Letter Agreement, dated August 21, 2000, between Registrant</P>
<P>and David M.</P>
<P>                Loflin.</P>
<P>+ 10.93         Consulting Agreement, dated September 21, 2000, between</P>
<P>Registrant and Centex</P>
<P>                Securities, Inc.</P>
<P>+ 10.94         Settlement Agreement, dated October 13, 2000, among</P>
<P>Registrant, Knud Nielsen,</P>
<P>                III and Gary Stanley.</P>
<P>+ 10.95         Employment Agreement, dated November 6, 2000, between</P>
<P>Registrant and Slade S.</P>
<P>                Maurer.</P>
<P>+ 10.96         Confidentiality Agreement, dated November 6, 2000, between</P>
<P>Registrant and</P>
<P>                Slade S. Maurer.</P>
<P>+ 10.97         Agreement Not to Compete, dated November 6, 2000, between</P>
<P>Registrant and Slade</P>
<P>                S. Maurer</P>
<P>+ 10.98         Consulting Agreement, dated November 8, 2000, between</P>
<P>Registrant and de Jong &amp;</P>
<P>                Associates, Inc.</P>
<P>+ 10.99         Warrant Agreement, dated November 8, 2000, between</P>
<P>Registrant and de Jong &amp;</P>
<P>                Associates, Inc.</P>
<P>+ 10.100        Settlement Agreement, dated November 29, 2000, among</P>
<P>Registrant, CyberHighway,</P>
<P>                Inc., and CTC Telecom, Inc.</P>
<P>+ 10.101        Consulting Services Agreement, dated December 12, 2000,</P>
<P>between Registrant and</P>
<P>                Gestalt Corporation.</P>
<P>+ 10.102        Stock Purchase Agreement, dated December 12, 2000, between</P>
<P>Registrant and</P>
<P>                Anchor House Ltd.</P>
<P>+ 10.103        Warrant Agreement, dated December 12, 2000, between</P>
<P>Registrant and Shelter</P>
<P>                Capital Ltd.</P>
<P>+ 10.104        REPLACED BY EXHIBIT 10.121 (Common Stock Purchase</P>
<P>Agreement, dated October 9,</P>
<P>                2000, between Registrant and Fusion Capital Fund II, LLC).</P>
<P>+ 10.105        REPLACED BY EXHIBIT 10.121 (Letter Agreement, dated</P>
<P>December 27, 2000, between</P>
<P>                Registrant and Fusion Capital Fund II, LLC).</P>
<P>+ 10.106        REPLACED BY EXHIBIT 10.122 (Registration Rights Agreement,</P>
<P>dated October 9,</P>
<P>                2000, between Registrant and Fusion Capital Fund II, LLC).</P>
<P>+ 10.107        REMOVED-Form of Warrant Agreement never executed.</P>
<P>+ 10.108        REMOVED-Form of Warrant never executed.</P>
<P>+ 10.109        REMOVED-Form of Warrant never executed</P>
<P>+ 10.110        REMOVED-Form of Warrant never executed.</P>
<P>+ 10.111        Letter Agreement, dated January 8, 2001, between Registrant</P>
<P>and Fair Market,</P>
<P>                Inc.</P>
<P>+ 10.112        Letter Agreement, dated as of January 5, 2001, between</P>
<P>Registrant and Fusion</P>
<P>                Capital Fund II, LLC.</P>
<P>@ 10.113        Securities Purchase Agreement, dated February 20, 2001,</P>
<P>between Registrant and</P>
<P>                Claymore Asset Management Group Ltd.</P>
<P>@ 10.114        Warrant Agreement, dated February 20, 2001, between</P>
<P>Registrant and Claymore</P>
<P>                Asset Management Group Ltd.</P>
<P>@ 10.115        Warrant Agreement, dated February 20, 2001, between</P>
<P>Registrant and Shelter</P>
<P>                Capital Ltd.</P>
<P>@ 10.116        Securities Purchase Agreement, dated March 20, 2001,</P>
<P>between Registrant and</P>
<P>                Atlas Securities Inc.</P>
<P>@ 10.117        Warrant Agreement, dated March 20, 2001, between Registrant</P>
<P>and Atlas</P>
<P>                Securities Inc.</P>
<P>@ 10.118        Warrant Agreement, dated March 20, 2001, between Registrant</P>
<P>and Shelter</P>
<P>                Capital Ltd.</P>
<P>@ 10.119        USURF America Reseller License Agreement, dated April 4,</P>
<P>2001, between</P>
<P>                Registrant and Wireless WebConnect!, Inc.</P>
<P>@ 10.120        Consulting Agreement, dated April 10, 2001, between</P>
<P>Registrant and IBC.TV,</P>
<P>                LLC.</P>
<P>@ 10.121        Common Stock Purchase Agreement, dated April 25, 2001,</P>
<P>between Registrant and</P>
<P>                Fusion Capital Fund II, LLC.</P>
<P>@ 10.122        Registration Rights Agreement, dated April 25, 2001,</P>
<P>between Registrant and</P>
<P>                Fusion Capital Fund II, LLC.</P>
<P>@ 10.123        $.25 Warrant Agreement between Registrant and Fusion</P>
<P>Capital Fund II, LLC.</P>
<P>@ 10.124        $.35 Warrant Agreement between Registrant and Fusion</P>
<P>Capital Fund II, LLC.</P>
<P>@ 10.125        $.45 Warrant Agreement between Registrant and Fusion</P>
<P>Capital Fund II, LLC.</P>
<P>@ 10.126        $.25 Warrant Agreement between Registrant and Gruntal &amp;</P>
<P>Co., L.L.C.</P>
<P>@ 10.127        $.35 Warrant Agreement between Registrant and Gruntal &amp;</P>
<P>Co., L.L.C.</P>
<P>@ 10.128        $.45 Warrant Agreement between Registrant and Gruntal &amp;</P>
<P>Co., L.L.C.</P>
<P>+  22.1         Subsidiaries of Registrant.</P>
<P>@  23.1         Consent of Weaver and Tidwell, L.L.P., independent auditor.</P>
<P>@  23.2         Consent of Postlethwaite &amp; Netterville, independent auditor.</P>
<P>@  23.3         Consent of Newlan &amp; Newlan, Attorneys at Law.</P>
<P>@  23.4         Consent of Patrick F. McGrew, Esquire.</P>
<P>------------------------</P>
<P>    @   Filed herewith.</P>
<P>    +   Filed previously</P>
<P>    #   Incorporated by reference from Registrant's Registration Statement on</P>
<P>Form S-1, Commission File No. 333-26385.</P>
<P>    *   Incorporated by reference from Registrant's Current Report on Form</P>
<P>8-K, date of event: July 21 1998.</P>
<P>    **  Incorporated by reference from Registrant's Current Report on Form</P>
<P>8-K, date of event: July 6, 1999.</P>
<P>    *** Incorporated by reference from Registrant's Current Report on Form</P>
<P>8-K, date of event: November 30, 1999.</P>

<P>&nbsp;</P>
<P>     2.  Financial Statement Schedules.</P>

<P>&nbsp;</P>
<P>     All schedules are omitted since they are furnished elsewhere in the</P>
<P>Prospectus.</P>

<P>&nbsp;</P>
<P>Item 17.  Undertakings.</P>

<P>&nbsp;</P>
<P>The undersigned Registrant hereby undertakes:</P>

<P>&nbsp;</P>
<P>  (1)  To file, during any period in which offers or sales are being made,</P>
<P>a post-effective amendment to this registration statement:</P>

<P>&nbsp;</P>
<P>    (i)  To included any prospectus required by Section 10(a)(3) of the</P>
<P>Securities Act of 1933, as amended (the "Act);  </P>

<P>&nbsp;</P>
<P>    (ii)  To reflect in the prospectus any facts or events arising after</P>
<P>the effective date of the registration statement (or the most recent</P>
<P>post-effective amendment thereof) which, individually or in the aggregate,</P>
<P>represent a fundamental change in the information set forth in the</P>
<P>registration statement; and</P>

<P>&nbsp;</P>
<P>    (iii)  To include any material information with respect to the plan of</P>
<P>distribution not previously disclosed in the registration statement or any</P>
<P>material change to such information in the registration statement.</P>

<P>&nbsp;</P>
<P>  (2)   That, for the purpose of determining any liability under the Act,</P>
<P>each such post-effective amendment shall be deemed to be a new registration</P>
<P>statement relating to the securities offered therein, and the offering of</P>
<P>such securities at that time shall be deemed to be the initial bona fide</P>
<P>offering thereof.</P>

<P>&nbsp;</P>
<P>  (3)   To remove from registration by means of a post-effective amendment</P>
<P>any of the securities being registered which remain unsold at the</P>
<P>termination of the offering.</P>

<P>&nbsp;</P>
<P>  Insofar as indemnification for liabilities arising under the Act may be</P>
<P>permitted to directors, officers and controlling persons of the registrant</P>
<P>pursuant to the foregoing provisions, or otherwise, the registrant has been</P>
<P>advised that in the opinion of the Securities and Exchange Commission such</P>
<P>indemnification is against public policy as expressed in the Act and is,</P>
<P>therefore, unenforceable.  In the event that a claim for indemnification</P>
<P>against such liabilities (other than the payment by the registrant of</P>
<P>expenses incurred or paid by a director, officer or controlling person of</P>
<P>the registrant in the successful defense of any action, suit or proceeding)</P>
<P>is asserted by such director, officer or controlling person in connection</P>
<P>with the securities being registered, the registrant will, unless in the</P>
<P>opinion of its counsel the matter has been settled by controlling</P>
<P>precedent, submit to a court of appropriate jurisdiction the question</P>
<P>whether such indemnification by it is against public policy as expressed in</P>
<P>the Act and will be governed by the final adjudication of such issue.</P>

<P>&nbsp;</P>
<P>                                       SIGNATURES</P>

<P>&nbsp;</P>
<P>Pursuant to the requirements of the Securities Act of 1933, as amended, the</P>
<P>Registrant has duly caused this Pre-effective Amendment No. 5 to the</P>
<P>Registration Statement on Form S-1 to be signed on its behalf by the</P>
<P>undersigned, thereunto duly authorized, in the City of Baton Rouge, State</P>
<P>of Louisiana, on April 26, 2001.</P>

<P>&nbsp;</P>
<P>                                     USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                     By: /s/ David M. Loflin</P>
<P>                                     David M. Loflin</P>
<P>                                     President</P>

<P>&nbsp;</P>
<P>Pursuant to the requirements of the Securities Act of 1933, this Amendment</P>
<P>to this Registration Statement on Form S-1 has been signed by the following</P>
<P>persons in the capacities and on the dates indicated:</P>

<P>&nbsp;</P>
<P>Signatures                         Title</P>
<P>Date</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>/s/ David M. Loflin        President (Principal Executive</P>
<P>April 26, 2001    </P>
<P>David M. Loflin            Officer and Acting Principal</P>
<P>                           Financial Officer) and Director</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>/s/ Waddell D. Loflin      Vice President, Secretary and Director</P>
<P>April 26, 2001    </P>
<P>Waddell D. Loflin</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>/s/ Ross S. Bravata        Director</P>
<P>April 26, 2001   </P>
<P>Ross S. Bravata</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>/s/ Michael Cohn           Director</P>
<P>April 26, 2001    </P>
<P>Michael Cohn</P>
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<TYPE>EX-5
<SEQUENCE>2
<FILENAME>exh5p1.htm
<TEXT>

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<P>&nbsp;</P>
<P>&nbsp;</P>
<P>-----------</P>
<P>EXHIBIT 5.1</P>
<P>-----------</P>

<P>&nbsp;</P>
<P>April 27, 2001</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>The Board of Directors</P>
<P>USURF America, Inc.</P>
<P>8748 Quarters Lake Road</P>
<P>Baton Rouge, Louisiana 70809</P>

<P>&nbsp;</P>
<P>Gentlemen:</P>

<P>&nbsp;</P>
<P>We have acted as counsel to USURF America, Inc., a Nevada corporation (the</P>
<P>"Company"), in connection with the preparation and filing of a Registration</P>
<P>Statement on Form S-1 (the "Registration Statement") with the Securities</P>
<P>and Exchange Commission under the Securities Act of 1933, as amended.  The</P>
<P>Registration Statement covers the following securities of the Company:</P>

<P>&nbsp;</P>
<P>A.  Up to 4,587,387 shares of Company Common Stock, all of which are issued</P>
<P>    and outstanding, and all of which are held by shareholders of the</P>
<P>    Company (these 4,587,387 shares being referred to herein as the</P>
<P>    "Selling Shareholder Stock"); and</P>

<P>&nbsp;</P>
<P>B.  Up to 2,641,477 shares of Company Common Stock underlying issued and</P>
<P>    outstanding common stock purchase warrants of the Company (these</P>
<P>    2,641,477 shares being referred to herein as the "Warrant Stock").</P>

<P>&nbsp;</P>
<P>As counsel for the Company, we have examined the originals or copies,</P>
<P>certified or otherwise authenticated to our satisfaction, of the corporate</P>
<P>records of the Company and such other documents or certificates of public</P>
<P>officials as we have deemed necessary for the opinions expressed herein.</P>

<P>&nbsp;</P>
<P>In rendering the opinions set forth herein, we have assumed (i) the legal</P>
<P>capacity of all natural persons, (ii) the authenticity of all documents</P>
<P>submitted to us as originals and (iii) the conformity to original documents</P>
<P>of all documents submitted to us as copies.</P>

<P>&nbsp;</P>
<P>Based upon our examination of such documents, materials, certificates and</P>
<P>information as we have deemed appropriate or relevant for the purpose of</P>
<P>delivering this opinion, but subject to the qualifications set forth</P>
<P>herein, we are of the following opinion:</P>

<P>&nbsp;</P>
<P>1.  The Company is a corporation duly organized and lawfully existing and</P>
<P>    in good standing under the laws of the State of Nevada.</P>

<P>&nbsp;</P>
<P>2.  The 4,587,387 shares of the Selling Shareholder Stock owned by the</P>
<P>    various shareholders named in the Prospectus filed as part of the</P>
<P>    Registration Statement are validly issued and were duly authorized for</P>
<P>    issuance by the Board of Directors of the Company at valid meetings</P>
<P>    thereof, after due consideration by the Board of Directors of the facts</P>
<P>    and circumstances surrounding such issuances, legally issued in</P>
<P>    accordance with the laws of the State of Nevada, and appropriate stock</P>
<P>    certificates representing such shares of Selling Shareholder Stock have</P>
<P>    been issued; the 4,587,387 shares of Selling Shareholder Stock are</P>
<P>    fully paid and non-assessable.</P>

<P>&nbsp;</P>
<P>3.  The 2,641,477 shares of Warrant Stock issuable upon exercise of</P>
<P>    certain outstanding common stock purchase warrants of the Company, when</P>
<P>    paid for and issued in accordance with their respective terms, will be</P>
<P>    legally issued, fully paid and non-assessable shares of Common Stock of</P>
<P>    the Company.</P>

<P>&nbsp;</P>
<P>The foregoing is based solely on the facts stated herein.  No opinion</P>
<P>contained herein shall be construed to infer an opinion relating to any</P>
<P>other situation, unless such opinion is stated expressly herein.</P>

<P>&nbsp;</P>
<P>We hereby consent to the use of this opinion as an Exhibit to the</P>
<P>Registration Statement and to the use of our name under the "Litigation </P>
<P>Other Litigation" and "Legal Matters" headings in the Prospectus forming</P>
<P>part of the Registration Statement.</P>

<P>&nbsp;</P>
<P>Sincerely,</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>/s/</P>

<P>&nbsp;</P>
<P>NEWLAN &amp; NEWLAN</P></FONT></BODY>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh10113.htm
<TEXT>

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<P>&nbsp;</P>
<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.113</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>                    SECURITIES PURCHASE AGREEMENT</P>

<P>&nbsp;</P>
<P>This Securities Purchase Agreement is entered into as of February 20, 2001,</P>
<P>by and between USURF America, Inc., a Nevada corporation ("USURF"), and</P>
<P>Claymore Asset Management Ltd., a Turks and Caicos Islands, British West</P>
<P>Indies, corporation ("Claymore"), in light of the following facts:</P>

<P>&nbsp;</P>
<P>WHEREAS, USURF is a provider of Fixed-Wireless Internet access, as well as</P>
<P>dial-up Internet access whose common stock is traded on the American Stock</P>
<P>Exchange (symbol: UAX);</P>

<P>&nbsp;</P>
<P>WHEREAS, Claymore desires to acquire shares of common stock and common</P>
<P>stock purchase warrants (the common stock and common stock purchase</P>
<P>warrants being referred to collectively as the "Units") of USURF; and</P>

<P>&nbsp;</P>
<P>WHEREAS, USURF desires to issue shares of its common stock and common stock</P>
<P>purchase warrants to Claymore on the terms and conditions set forth in this</P>
<P>Agreement.</P>

<P>&nbsp;</P>
<P>WITNESSETH:</P>

<P>&nbsp;</P>
<P>THEREFORE, the Agreement of the parties, the promises of each being</P>
<P>consideration for the promises of the other:</P>

<P>&nbsp;</P>
<P>I.  DEFINITIONS</P>

<P>&nbsp;</P>
<P>Whenever used in this Agreement, the following terms shall have the</P>
<P>meanings set forth below, including the exhibit hereto or amendments hereof.</P>

<P>&nbsp;</P>
<P>(a)  "Agreement" shall mean this Securities Purchase Agreement and all</P>
<P>exhibits hereto or amendments hereof.</P>

<P>&nbsp;</P>
<P>(b)  "Claymore" shall mean Claymore Asset Management Ltd., a Turks and</P>
<P>Caicos Islands, British West Indies, corporation.</P>

<P>&nbsp;</P>
<P>(c)  "Knowledge of USURF" or matters "known to USURF" shall mean matters</P>
<P>actually known to the Board of Directors or officers of USURF, or which</P>
<P>reasonably should be or should have been known by them upon reasonable</P>
<P>investigation.</P>

<P>&nbsp;</P>
<P>(d)  "Securities Act" shall mean the Securities Act of 1933, as amended,</P>
<P>and includes the rules and regulations of the Securities and Exchange</P>
<P>Commission ("SEC") promulgated thereunder, as such shall then be in effect.</P>

<P>&nbsp;</P>
<P>(e)  "USURF" shall mean USURF America, Inc., a Nevada corporation,</P>
<P>including its subsidiaries.     Any term used herein to which a special</P>
<P>meaning has been ascribed shall be construed in accordance with either (1)</P>
<P>the context in which such term is used, or (2) the definition provided for</P>
<P>such terms in the place in this Agreement at which such term is first used.</P>

<P>&nbsp;</P>
<P>II.  DISCLOSURES</P>

<P>&nbsp;</P>
<P>Claymore hereby acknowledges that it has examined, or has had the</P>
<P>opportunity to examine, all of USURF's periodic filings made with the SEC</P>
<P>pursuant to the Securities Exchange Act of 1934, as well as Pre-effective</P>
<P>Amendment No. 3 to USURF's Registration Statement on Form S-1 (the</P>
<P>"Registration Statement"), a copy of which is attached hereto as Exhibit</P>
<P>"A" and incorporated herein by this reference.  Further, Claymore hereby</P>
<P>acknowledges that it has had the opportunity to ask questions of, and</P>
<P>receive answers from, the principals of USURF regarding the periodic</P>
<P>filings and the Registration Statement of USURF and otherwise investigate</P>
<P>the matters contained therein.</P>

<P>&nbsp;</P>
<P>III.  PURCHASE AND SALE </P>

<P>&nbsp;</P>
<P>USURF hereby sells to Claymore and Claymore hereby buys from USURF the</P>
<P>following securities (the Units):</P>

<P>&nbsp;</P>
<P>(a)  840,000 shares of the $.0001 par value common stock of USURF; and</P>

<P>&nbsp;</P>
<P>(b)  840,000 warrants to purchase a like number of shares of common stock</P>
<P>of USURF, at an exercise price of $.15 per share, all as more fully set</P>
<P>forth in the form of warrant attached hereto as Exhibit "B" and</P>
<P>incorporated herein by this reference.</P>

<P>&nbsp;</P>
<P>The Units shall be sold to Claymore at the price and subject to all of the</P>
<P>terms and conditions set forth herein.</P>

<P>&nbsp;</P>
<P>It is agreed by the parties that none of the purchase price for the Units</P>
<P>described herein shall be allocated to the common stock purchase warrants.</P>

<P>&nbsp;</P>
<P>IV.  PURCHASE PRICE - PAYMENT</P>

<P>&nbsp;</P>
<P>Claymore shall deliver to USURF the sum of $126,000 in payment of the</P>
<P>840,000 shares of USURF common stock and 840,000 common stock purchase</P>
<P>warrants (the Units) purchased by Claymore hereunder, a per Unit price of</P>
<P>$.15, which payment shall be delivered as provided in paragraph VI</P>
<P>hereinbelow.</P>

<P>&nbsp;</P>
<P>V.  ISSUANCE OF THE UNITS</P>

<P>&nbsp;</P>
<P>USURF shall cause the 840,000 shares of its common stock and 840,000 common</P>
<P>stock purchase warrants purchased and sold hereunder to be issued.  </P>

<P>&nbsp;</P>
<P>In addition, USURF shall cause (1) all 840,000 shares of common stock and</P>
<P>(2) all 840,000 shares of common stock underlying the common stock purchase</P>
<P>warrants to be issued to Claymore hereunder to be registered, at USURF's</P>
<P>expense, pursuant to the Registration Statement.  Claymore shall be named</P>
<P>as a selling shareholder in the Registration Statement.</P>

<P>&nbsp;</P>
<P>VI.  THE EXCHANGE</P>

<P>&nbsp;</P>
<P>USURF shall deliver to Claymore, upon receipt of the $126,000 required by</P>
<P>paragraph IV, a stock certificate representing 840,000 shares of its common</P>
<P>stock and a warrant in the form of Exhibit "B" attached hereto.  Claymore</P>
<P>agrees that it shall deliver forthwith the sum of $126,000 required to be</P>
<P>delivered pursuant to paragraph IV.</P>

<P>&nbsp;</P>
<P>VII.  REPRESENTATIONS AND WARRANTIES OF USURF</P>

<P>&nbsp;</P>
<P>USURF represents and warrants to Claymore:</P>

<P>&nbsp;</P>
<P>(a)  Organization and Corporate Authority.  USURF is a corporation duly</P>
<P>organized, validly existing and in good standing under the laws of the</P>
<P>State of Nevada and is qualified to do business as a foreign corporation in</P>
<P>all jurisdictions where the ownership of property or maintenance of an</P>
<P>office would require qualification.  USURF has all requisite corporate</P>
<P>power and authority, governmental permits, consents, authorizations,</P>
<P>registrations, licenses and memberships necessary to own its property and</P>
<P>to carry on its business in the places where such properties are now owned</P>
<P>and operated or such business is being conducted.</P>

<P>&nbsp;</P>
<P>(b)  Subsidiaries.  USURF America, Inc., the issuer of the securities sold</P>
<P>hereunder, has the following subsidiary corporations: (1) CyberHighway,</P>
<P>Inc., an Idaho corporation; (2) Santa Fe Wireless Internet, Inc., a New</P>
<P>Mexico corporation; (3) USURF America Internet Design, Inc., a Louisiana</P>
<P>corporation; (4) USURF Wireless, Inc., a Louisiana corporation; and (5)</P>
<P>Missouri Cable TV Corp., a Louisiana corporation.</P>

<P>&nbsp;</P>
<P>(c)  Options, Warrants and Rights. USURF has those outstanding options,</P>
<P>warrants or rights, conversion rights or other agreements for the purchase</P>
<P>or acquisition from USURF of any shares of its capital stock as are</P>
<P>described in the Registration Statement.</P>

<P>&nbsp;</P>
<P>(d)  Issuance of the Units.  The shares of common stock of USURF, when</P>
<P>issued and delivered in accordance with this Agreement, will be duly and</P>
<P>validly issued, fully paid and non-assessable, and will be free and clear</P>
<P>of any liens or encumbrances and, to the knowledge of USURF, will be issued</P>
<P>in compliance with applicable state and federal laws.  The common stock</P>
<P>purchase warrants of USURF, when issued and delivered in accordance with</P>
<P>this Agreement, will be duly and validly issued and will be free and clear</P>
<P>of any liens or encumbrances and, to the knowledge of USURF, will be issued</P>
<P>in compliance with applicable state and federal laws.  The shares of common</P>
<P>stock of USURF underlying the common stock purchase warrants, when issued</P>
<P>and delivered in accordance with this Agreement and the warrant agreement,</P>
<P>will be duly and validly issued, fully paid and non-assessable, and will be</P>
<P>free and clear of any liens or encumbrances and, to the knowledge of USURF,</P>
<P>will be issued in compliance with applicable state and federal laws.</P>

<P>&nbsp;</P>
<P>(e)  Financial Condition; Use of Proceeds.  USURF is a development stage</P>
<P>company without significant revenues and has, since inception, operated at</P>
<P>a loss and is substantially illiquid.  USURF requires substantial</P>
<P>additional capital with which to implement its business plan with respect</P>
<P>to its Wireless Internet access products.  There is no assurance that USURF</P>
<P>will obtain such needed capital or that its business plan, when</P>
<P>implemented, will prove to be successful.  The funds derived under this</P>
<P>Agreement will be utilized for the payment of professional fees</P>
<P>(approximately $50,000) and for working capital.</P>

<P>&nbsp;</P>
<P>(f)  Undisclosed or Contingent Liabilities.  To the best knowledge of USURF</P>
<P>and to its officers and directors, USURF has no material liabilities not</P>
<P>reflected in its periodic filings with the SEC and the Registration</P>
<P>Statement, and, to the best knowledge of the officers and directors of</P>
<P>USURF, USURF has no contingent liabilities.</P>

<P>&nbsp;</P>
<P>(g)  Litigation. Except as described in USURF's periodic filings with the</P>
<P>SEC and the Registration Statement, USURF is not a party to any suit,</P>
<P>action, proceeding, investigation or labor dispute (collectively "actions")</P>
<P>pending or currently threatened against it other than administrative</P>
<P>matters arising in the ordinary course of business and which, if determined</P>
<P>against USURF would result in a materially adverse effect.</P>

<P>&nbsp;</P>
<P>(h)  Compliance with Agreements.  The execution and performance of this</P>
<P>Agreement will not result in any violation or be in conflict with any</P>
<P>agreement to which USURF is a party.</P>

<P>&nbsp;</P>
<P>(i)  Title to Property and Assets.  USURF has good and marketable title to</P>
<P>its properties and assets free and clear of all mortgages, liens, security</P>
<P>interests and encumbrances.</P>

<P>&nbsp;</P>
<P>(j)  Franchises, Permits, etc.  To the knowledge of USURF, it has all</P>
<P>franchises, permits, licenses, orders and approvals of any federal, state,</P>
<P>local or foreign government of self regulatory body (collectively, the</P>
<P>"Permits") that are material to or necessary for the conduct of its business.</P>

<P>&nbsp;</P>
<P>(k)  Governmental Consents.  To the knowledge of USURF, no consent,</P>
<P>approval, order or authorization of, or registration, qualification,</P>
<P>designation, declaration or filing with, any governmental authority on the</P>
<P>part of USURF is required in connection with the valid execution, delivery</P>
<P>and performance of this Agreement.</P>

<P>&nbsp;</P>
<P>(l)  Authorization.  All corporate action on the part of USURF and its</P>
<P>officers, directors and shareholders necessary for the authorization,</P>
<P>execution and delivery of this Agreement, for the performance of USURF's</P>
<P>obligations hereunder and for the issuance and delivery of the Units has</P>
<P>been taken.  This Agreement, when executed and delivered, shall constitute</P>
<P>a legal, valid and binding obligation of USURF.</P>

<P>&nbsp;</P>
<P>VIII.  REPRESENTATIONS AND WARRANTIES OF CLAYMORE</P>

<P>&nbsp;</P>
<P>(a)  Organization and Corporate Authority.  Claymore is a corporation duly</P>
<P>organized, validly existing and in good standing under the laws of the</P>
<P>Turks and Caicos Islands, British West Indies, and is qualified to do</P>
<P>business in all jurisdictions where it is required to do so.  Claymore has</P>
<P>all requisite corporate power and authority, governmental permits,</P>
<P>consents, authorizations, registrations, licenses and memberships necessary</P>
<P>to own its property and to carry on its business in the places where such</P>
<P>properties are now owned and operated or such business is being conducted.</P>
<P>Claymore is not a "U.S. person", as that term is defined in the securities</P>
<P>laws and regulations of the United States.</P>

<P>&nbsp;</P>
<P>(b)  Claymore represents and warrants that it does not have a place of</P>
<P>business within the United States.</P>

<P>&nbsp;</P>
<P>(c)  Claymore represents and warrants that it is an "accredited investor"</P>
<P>within the meaning of that term as used in Rule 501 of Regulation D of the</P>
<P>Rules and Regulations of the SEC and is capable, through experience and</P>
<P>financial strength, to make and understand an investment decision leading</P>
<P>to the purchase of the Units of USURF contemplated herein.</P>

<P>&nbsp;</P>
<P>(d)  Claymore represents and warrants that the Units are being purchased by</P>
<P>it solely for its own account for investment purposes only and not for the</P>
<P>account of any other person and not for distribution, assignment or resale</P>
<P>to others.</P>

<P>&nbsp;</P>
<P>(e)  Claymore further consents to the placement of the following legend, or</P>
<P>a legend similar thereto, on the certificates representing shares of common</P>
<P>stock and the common stock purchase warrants comprising the Units:</P>

<P>&nbsp;</P>
<P>THESE SECURITIES, AND THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, HAVE</P>
<P>BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY</P>
<P>REGULATION S PROMULGATED UNDER SECURITIES ACT OF 1933, AS AMENDED, AND MAY</P>
<P>NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE</P>
<P>CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE</P>
<P>WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.</P>

<P>&nbsp;</P>
<P>IX.  MISCELLANEOUS</P>

<P>&nbsp;</P>
<P>Survival of Covenants.  Unless otherwise waived as provided herein, all</P>
<P>covenants agreements, representations and warranties of the parties made in</P>
<P>this Agreement and in the financial statements or other written information</P>
<P>delivered or furnished in connection therewith and herewith shall survive</P>
<P>the Exchange hereunder, and shall be binding upon, and inure to the benefit</P>
<P>of, the parties and their respective successors and assigns.</P>

<P>&nbsp;</P>
<P>Arbitration.  In the event of a dispute between the parties hereto that</P>
<P>arises out of this Agreement, the parties hereby agree to submit such</P>
<P>dispute to arbitration before the American Arbitration Association (the</P>
<P>"Association") at its Dallas, Texas, offices, in accordance with the</P>
<P>then-current rules of the Association; the award given by the arbitrators</P>
<P>shall be binding and a judgment can be obtained on any such award in any</P>
<P>court of competent jurisdiction.  It is expressly agreed that the</P>
<P>arbitrators, as part of their award, can award attorneys fees to the</P>
<P>prevailing party.</P>

<P>&nbsp;</P>
<P>Governing Law.  This Agreement shall be deemed to be a contract made under,</P>
<P>governed by and construed in accordance with the substantive laws of the</P>
<P>State of Louisiana.</P>

<P>&nbsp;</P>
<P>Counterparts.  This Agreement may be executed simultaneously in</P>
<P>counterparts, each of which when so executed and delivered shall be taken</P>
<P>to be an original; but such counterparts shall together constitute but one</P>
<P>and the same documents.</P>

<P>&nbsp;</P>
<P>Successors and Assigns.  Except as otherwise expressly provided herein, the</P>
<P>provisions hereof shall inure to the benefit of, and be binding upon, the</P>
<P>successors, assigns and administrators of the parties hereto.</P>

<P>&nbsp;</P>
<P>Entire Agreement.  This Agreement, the other agreements and the other</P>
<P>documents delivered pursuant hereto and thereto constitute the full and</P>
<P>entire understanding and agreement between the parties with regard to the</P>
<P>subjects hereof and thereof.</P>

<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, the parties have signed this Agreement as of the day</P>
<P>and year first above written.</P>

<P>&nbsp;</P>
<P>"USURF":</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>David M. Loflin</P>
<P>President</P>

<P>&nbsp;</P>
<P>                                                "CLAYMORE":</P>

<P>&nbsp;</P>
<P>CLAYMORE ASSET MANAGEMENT LTD.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/</P>
<P>Managing Director</P></FONT></BODY>
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<SEQUENCE>4
<FILENAME>exh10114.htm
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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.114</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AS WELL AS THE SECURITIES</P>
<P>INTO WHICH THESE SECURITIES MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE</P>
<P>UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S PROMULGATED</P>
<P>UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE SECURITIES MAY NOT BE</P>
<P>TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM</P>
<P>REGISTRATION.</P>

<P>&nbsp;</P>
<P>                           USURF America, Inc.</P>
<P>          (Incorporated Under the Laws of the State of Nevada)</P>

<P>&nbsp;</P>
<P>                           840,000 COMMON STOCK</P>
<P>                             PURCHASE WARRANTS</P>

<P>&nbsp;</P>
<P>      (EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE COMMON SHARE)</P>
<P>                     INITIAL WARRANT EXERCISE PRICE $.15</P>

<P>&nbsp;</P>
<P>THIS CERTIFIES THAT, for value received, Claymore Asset Management Ltd.</P>
<P>(the "Holder"), as registered owner of this Common Stock Purchase Warrant</P>
<P>(a "Warrant" or the "Warrants"), is entitled at any time or from time to</P>
<P>time after issuance hereof at or before 5:00 p.m., Central Time, on the</P>
<P>date that is three years from the date hereof (the "Expiration Date"), to</P>
<P>subscribe for, purchase and receive the above-specified, fully-paid and</P>
<P>non-assessable shares of Common Stock, $.0001 par value per share (the</P>
<P>"Common Stock"), of USURF America, Inc., a Nevada corporation (the</P>
<P>"Company"), at the purchase price of $.15 per share (the "Exercise Price"),</P>
<P>upon presentation and surrender of this Warrant and payment of the Exercise</P>
<P>Price for such Common Stock of the Company at the principal office of the</P>
<P>Company, but only subject to the conditions set forth herein.  The Exercise</P>
<P>Price and the number of Common Stock purchasable upon exercise of each</P>
<P>Warrant are subject to adjustments upon the occurrence of certain events</P>
<P>described herein.</P>

<P>&nbsp;</P>
<P>Upon due presentment for transfer of this Warrant at the principal office</P>
<P>of the Company, a new Warrant of like tenor and evidencing, in the</P>
<P>aggregate, a like number of Warrants, subject to any adjustments made in</P>
<P>accordance with the provisions hereof, shall be issued to the transferee in</P>
<P>exchange for this Warrant, subject to the limitations provided herein, upon</P>
<P>payment of any tax or governmental charge imposed in connection with such</P>
<P>transfer.</P>

<P>&nbsp;</P>
<P>The holder of the Warrants evidenced hereby may exercise all or any whole</P>
<P>number of such Warrants during the period and in the manner stated herein.</P>
<P>The Exercise Price payable in lawful money of the United States of America</P>
<P>and in cash or by certified or bank cashier's check or bank draft payable</P>
<P>to the order of the Company.  If, upon exercise of any Warrants evidenced</P>
<P>hereby, the number of Warrants exercised shall be less than the total</P>
<P>number of Warrants so evidenced, there shall be issued to the Warrantholder</P>
<P>a new Warrant evidencing the number of Warrants not so exercised.</P>

<P>&nbsp;</P>
<P>No Warrant may be exercised after 5:00 p.m., Central Time, on the</P>
<P>Expiration Date and any Warrant not exercised by such time shall become</P>
<P>void, unless extended by the Company.</P>

<P>&nbsp;</P>
<P>The Company covenants that it will, at all times, reserve and have</P>
<P>available from its authorized shares of Common Stock such number of shares</P>
<P>of Common Stock as shall then be issuable on exercise of all outstanding</P>
<P>Warrants.  The Company covenants that all Warrant Shares, when issued,</P>
<P>shall be duly and validly issued, fully paid and non-assessable, and free</P>
<P>from all taxes, liens and charges with respect to the issue thereof.</P>

<P>&nbsp;</P>
<P>Adjustment of Exercise Price and Shares</P>

<P>&nbsp;</P>
<P>A.  In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall issue any of its Common Stock as a stock</P>
<P>dividend or shall subdivide the number of outstanding shares of Common</P>
<P>Stock into a greater number of shares, then, in either of such events, the</P>
<P>Exercise Price in effect at the time of such action shall be reduced</P>
<P>proportionately and the number of shares of Common Stock purchasable</P>
<P>pursuant to the Warrants shall be increased proportionately.  Conversely,</P>
<P>in the event the Company shall reduce the number of its outstanding shares</P>
<P>of Common Stock by combining such shares into a smaller number of shares,</P>
<P>then, in such event, the Exercise Price in effect at the time of such</P>
<P>action shall be increased proportionately and the number of shares of</P>
<P>Common Stock at that time purchasable pursuant to the Warrants shall be</P>
<P>decreased proportionately.  Such stock dividend paid or distributed on the</P>
<P>Common Stock in shares of any other class of the Company or securities</P>
<P>convertible into shares of Common Stock shall be treated as a dividend paid</P>
<P>or distributed in shares of Common Stock to the extent shares of Common</P>
<P>Stock are issuable on the payment or conversion thereof.</P>

<P>&nbsp;</P>
<P>B.  In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall be recapitalized by reclassifying its</P>
<P>outstanding shares of Common Stock into shares with a different par value,</P>
<P>or by changing its outstanding Common Stock to shares without par value or</P>
<P>in the event of any other material change of the capital structure of the</P>
<P>Company or of any successor corporation by reason of any reclassification,</P>
<P>recapitalization or conveyance, prompt, proportionate, equitable, lawful</P>
<P>and adequate provision shall be made whereby any holder of the Warrants</P>
<P>shall thereafter have the right to purchase, on the basis and the terms and</P>
<P>conditions specified in this Agreement, in lieu of the shares of Common</P>
<P>Stock of the Company theretofore purchasable on the exercise of any</P>
<P>Warrant, such securities or assets as may be issued or payable with respect</P>
<P>to, or in exchange for, the number of shares of Common Stock of the Company</P>
<P>theretofore purchasable on exercise of the Warrants had such</P>
<P>reclassification, recapitalization or conveyance not taken place; and, in</P>
<P>any such event, the rights of any holder of a Warrant to any adjustment in</P>
<P>the number of shares of Common Stock purchasable on exercise of such</P>
<P>Warrant, as set forth above, shall continue and be preserved in respect of</P>
<P>any stock, securities or assets which the holder becomes entitled to</P>
<P>purchase; provided, however, that a merger, acquisition of a going business</P>
<P>or a portion thereof (whether for cash, stock, notes, other securities, or</P>
<P>a combination of cash and securities), exchange of stock for stock,</P>
<P>exchange of stock for assets, or like transaction involving the Company</P>
<P>will not be considered a "material change" for purposes of this paragraph,</P>
<P>and no adjustment shall be made hereunder by reason of any such merger,</P>
<P>acquisition, exchange of stock for stock, exchange of stock for assets, or</P>
<P>like transaction.</P>

<P>&nbsp;</P>
<P>C.  In the event the Company, at any time while the Warrants shall remain</P>
<P>unexpired and unexercised, shall sell all or substantially all of its</P>
<P>property, or dissolves, liquidates or winds up its affairs, prompt,</P>
<P>proportionate, equitable, lawful and adequate provision shall be made as</P>
<P>part of the terms of such sale, dissolution, liquidation or winding up such</P>
<P>that the holder of a  Warrant may thereafter receive, on exercise of such</P>
<P>Warrant, in lieu of each share of Common Stock of the Company which such</P>
<P>holder would have been entitled to receive upon exercise of such Warrant,</P>
<P>the same kind and amount of any stock, securities or assets as may be</P>
<P>issuable, distributable or payable on any such sale, dissolution,</P>
<P>liquidation or winding up with respect to each share of Common Stock of the</P>
<P>Company; provided, however, that, in the event of any such sale,</P>
<P>dissolution, liquidation or winding up, the right to exercise the Warrants</P>
<P>shall terminate on a date fixed by the Company, such date to be not earlier</P>
<P>than 5:00 p.m., Central Time, on the 30th day next succeeding the date on</P>
<P>which notice of such termination of the right to exercise the Warrants has</P>
<P>been given by mail to the holders thereof at such addresses as may appear</P>
<P>on the books of the Company.    D.      In the event, prior to the expiration of</P>
<P>the Warrants by exercise or by their terms, the Company shall take a record</P>
<P>of the holders of its Common Stock for the purpose of entitling them to</P>
<P>purchase shares of its Common Stock at a price per share more than 10%</P>
<P>below the then-current market price per share (as defined below) of its</P>
<P>Common Stock at the date of taking such record, then (i) the number of</P>
<P>shares of Common Stock purchasable pursuant to the Warrants shall be</P>
<P>redetermined as follows: the number of shares of Common Stock purchasable</P>
<P>pursuant to a Warrant immediately prior to such adjustment (taking into</P>
<P>account fractional interests to the nearest 1,000th of a share) shall be</P>
<P>multiplied by a fraction, the numerator of which shall be the number of</P>
<P>shares of Common Stock of the Company then outstanding (excluding the</P>
<P>Common Stock then owned by the Company) immediately prior to the taking of</P>
<P>such record, plus the number of additional shares offered for purchase, and</P>
<P>the denominator of which shall be the number of shares of Common Stock of</P>
<P>the Company outstanding (excluding the Common Stock owned by the Company)</P>
<P>immediately prior to the taking of such record, plus the number of shares</P>
<P>which the aggregate offering price of the total number of additional shares</P>
<P>so offered would purchase at such current market price; and (ii) the</P>
<P>Exercise Price per share of Common Stock purchasable pursuant to a Warrant</P>
<P>shall be redetermined as follows:  the Exercise Price in effect immediately</P>
<P>prior to the taking of such record shall be multiplied by a fraction, the</P>
<P>numerator of which is the number of shares of Common Stock purchasable</P>
<P>immediately prior to the taking of such record, and the denominator of</P>
<P>which is the number of shares of Common Stock purchasable immediately after</P>
<P>the taking of such record as determined pursuant to clause (i) above.  For</P>
<P>the purpose hereof, the current market price per share of Common Stock of</P>
<P>the Company at any date shall be deemed to be the average of the closing</P>
<P>prices, as reported by the American Stock Exchange, for 30 consecutive</P>
<P>business days commencing 15 business days prior to the record date.</P>

<P>&nbsp;</P>
<P>E.  On exercise of the Warrants by the holders, the Company shall not be</P>
<P>required to deliver fractions of shares of Common Stock; provided, however,</P>
<P>that prompt, proportionate, equitable, lawful and adequate adjustment in</P>
<P>the Exercise Price payable shall be made in respect of any such fraction of</P>
<P>one share of Common Stock on the basis of the Exercise Price per share.</P>

<P>&nbsp;</P>
<P>F.  In the event, prior to expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall determine to take a record of the holders of</P>
<P>its Common Stock for the purpose of determining shareholders entitled to</P>
<P>receive any stock dividend, distribution or other right which will cause</P>
<P>any change or adjustment in the number, amount, price or nature of the</P>
<P>Common Stock or other stock, securities or assets deliverable on exercise</P>
<P>of the Warrants pursuant to the foregoing provisions, the Company shall</P>
<P>give to the Registered Holders of the Warrants at the addresses as may</P>
<P>appear on the books of the Company at least 15 days' prior written notice</P>
<P>to the effect that it intends to take such a record.  Such notice shall</P>
<P>specify the date as of which such record is to be taken; the purpose for</P>
<P>which such record is to be taken; and the number, amount, price and nature</P>
<P>of the Common Stock or other stock, securities or assets which will be</P>
<P>deliverable on exercise of the Warrants after the action for which such</P>
<P>record will be taken has been completed.  Without limiting the obligation</P>
<P>of the Company to provide notice to the Registered Holders of the Warrant</P>
<P>Certificates of any corporate action hereunder, the failure of the Company</P>
<P>to give notice shall not invalidate such corporate action of the Company.</P>

<P>&nbsp;</P>
<P>G.  The Warrant shall not entitle the holder thereof to any of the rights</P>
<P>of shareholders or to any dividend declared on the Common Stock, unless the</P>
<P>Warrant is exercised and the Warrant Shares purchased prior to the record</P>
<P>date fixed by the Board of Directors of the Company for the determination</P>
<P>of holders of Common Stock entitled to such dividend or other right.</P>

<P>&nbsp;</P>
<P>H.  No adjustment of the Exercise Price shall be made as a result of, or in</P>
<P>connection with, (i) the establishment of one or more employee stock option</P>
<P>plans for employees of the Company, or the modification, renewal or</P>
<P>extension of any such plan, or the issuance of Common Stock on exercise of</P>
<P>any options pursuant to any such plan, (ii) the issuance of individual</P>
<P>warrants or options to purchase Common Stock, the issuance of Common Stock</P>
<P>upon exercise of such warrants or options, or the issuance of Common Stock</P>
<P>in connection with compensation arrangements for directors, officers,</P>
<P>employees, consultants or agents of the Company or any Subsidiary, and the</P>
<P>like, or (iii) the issuance of Common Stock in connection with a merger,</P>
<P>acquisition of a going business or a portion thereof (whether for cash,</P>
<P>stock, notes, other securities, or a combination of cash and securities),</P>
<P>exchange of stock for stock, exchange of stock for assets, or like</P>
<P>transaction.</P>

<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its</P>
<P>President and its Secretary, each by a facsimile of his signature, and has</P>
<P>caused a facsimile of its corporate seal to be imprinted hereon.</P>

<P>&nbsp;</P>
<P>Dated: February 20, 2001.</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>David M. Loflin</P>
<P>President</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ Waddell D. Loflin</P>
<P>Waddell D. Loflin</P>
<P>Secretary</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>FORM OF ASSIGNMENT</P>
<P>To Be Executed by the Registered Holder if He</P>
<P>Desires to Assign Warrants Evidenced Hereby</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED      </P>
<P>hereby sells, assigns and transfers unto        </P>
<P>Warrants, evidenced hereby, and does hereby irrevocably constitute and</P>
<P>appoint _____________________________________________ Attorney to transfer</P>
<P>the said Warrants, evidenced hereby on the books of the Company, with full</P>
<P>power of substitution.</P>

<P>&nbsp;</P>
<P>Dated:                       X  </P>
<P>                                Signature</P>

<P>&nbsp;</P>
<P>NOTICE:  The above signature must correspond with the name as written upon</P>
<P>the face of this Warrant in every particular, without alteration or</P>
<P>enlargement or any change whatsoever.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Signature Guaranteed:   </P>

<P>&nbsp;</P>
<P>FORM OF ELECTION TO PURCHASE</P>
<P>To be Executed by the Holder if He Desires</P>
<P>to Exercise Warrants Evidenced Hereby</P>

<P>&nbsp;</P>
<P>TO: USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>The undersigned hereby irrevocably elects to exercise ______________</P>
<P>Warrants evidenced hereby for, and to purchase hereunder,</P>
<P>__________________ full shares of Common Stock issuable upon exercise of</P>
<P>said Warrants and delivery of $_____________ and any applicable taxes.  The</P>
<P>undersigned requests that certificates for such shares be issued in the</P>
<P>name of:</P>

<P>&nbsp;</P>
<P>                                                                        </P>
<P>                        (Please print name and address)</P>

<P>&nbsp;</P>
<P>                                                                        </P>

<P>&nbsp;</P>
<P>If said number of Warrants shall not be all the Warrants evidenced hereby,</P>
<P>the undersigned requests that a new Warrant Certificate evidencing the</P>
<P>Warrants not so exercised be issued in the name of and delivered to:</P>

<P>&nbsp;</P>
<P>        </P>
<P>(Please print name and address)</P>
<P>        </P>

<P>&nbsp;</P>
<P>Dated:                          X       </P>

<P>&nbsp;</P>
<P>NOTICE:  The above signature must correspond with the name as written upon</P>
<P>the face of the within Warrant Certificate in every particular, without</P>
<P>alteration or enlargement or any change whatsoever, or if signed by any</P>
<P>other person the Form of Assignment hereon must be duly executed and if the</P>
<P>certificate representing the shares or any Warrant Certificate representing</P>
<P>Warrants not exercised is to be registered in a name other than in which</P>
<P>the within Warrant Certificate is registered, the signature of the holder</P>
<P>hereof must be guaranteed.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Signature Guaranteed:   </P>

<P>&nbsp;</P>
<P>SIGNATURE MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTY.</P></FONT></BODY>
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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh10115.htm
<TEXT>

<HTML>
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<META NAME="Generator" CONTENT="Microsoft Word 97">
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<FONT FACE="Courier New" SIZE=2>
<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.115</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AS WELL AS THE SECURITIES</P>
<P>INTO WHICH THESE SECURITIES MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE</P>
<P>UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S PROMULGATED</P>
<P>UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE SECURITIES MAY NOT BE</P>
<P>TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM</P>
<P>REGISTRATION.</P>

<P>&nbsp;</P>
<P>                            USURF America, Inc.</P>
<P>             (Incorporated Under the Laws of the State of Nevada)</P>

<P>&nbsp;</P>
<P>                           336,000 COMMON STOCK</P>
<P>                             PURCHASE WARRANTS</P>

<P>&nbsp;</P>
<P>     (EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE COMMON SHARE)</P>
<P>                     INITIAL WARRANT EXERCISE PRICE $.15</P>

<P>&nbsp;</P>
<P>THIS CERTIFIES THAT, for value received, Shelter Capital Ltd. (the</P>
<P>"Holder"), as registered owner of this Common Stock Purchase Warrant (a</P>
<P>"Warrant" or the "Warrants"), is entitled at any time or from time to time</P>
<P>after issuance hereof at or before 5:00 p.m., Central Time, on the date</P>
<P>that is three years from the date hereof (the "Expiration Date"), to</P>
<P>subscribe for, purchase and receive the above-specified, fully-paid and</P>
<P>non-assessable Common Shares, $.0001 par value per share (the "Common</P>
<P>Shares"), of USURF America, Inc., a Nevada corporation (the "Company"), at</P>
<P>the purchase price of $.15 per share (the "Exercise Price"), upon</P>
<P>presentation and surrender of this Warrant and payment of the Exercise</P>
<P>Price for such Common Shares of the Company at the principal office of the</P>
<P>Company, but only subject to the conditions set forth herein.  The Exercise</P>
<P>Price and the number of Common Shares purchasable upon exercise of each</P>
<P>Warrant are subject to adjustments upon the occurrence of certain events</P>
<P>described herein.</P>

<P>&nbsp;</P>
<P>Upon due presentment for transfer of this Warrant at the principal office</P>
<P>of the Company, a new Warrant of like tenor and evidencing, in the</P>
<P>aggregate, a like number of Warrants, subject to any adjustments made in</P>
<P>accordance with the provisions hereof, shall be issued to the transferee in</P>
<P>exchange for this Warrant, subject to the limitations provided herein, upon</P>
<P>payment of any tax or governmental charge imposed in connection with such</P>
<P>transfer.</P>

<P>&nbsp;</P>
<P>The holder of the Warrants evidenced hereby may exercise all or any whole</P>
<P>number of such Warrants during the period and in the manner stated herein.</P>
<P>The Exercise Price payable in lawful money of the United States of America</P>
<P>and in cash or by certified or bank cashier's check or bank draft payable</P>
<P>to the order of the Company.  If, upon exercise of any Warrants evidenced</P>
<P>hereby, the number of Warrants exercised shall be less than the total</P>
<P>number of Warrants so evidenced, there shall be issued to the Warrantholder</P>
<P>a new Warrant evidencing the number of Warrants not so exercised.</P>

<P>&nbsp;</P>
<P>No Warrant may be exercised after 5:00 p.m., Central Time, on the</P>
<P>Expiration Date and any Warrant not exercised by such time shall become</P>
<P>void, unless extended by the Company.</P>

<P>&nbsp;</P>
<P>The Company covenants that it will, at all times, reserve and have</P>
<P>available from its authorized shares of Common Stock such number of shares</P>
<P>of Common Stock as shall then be issuable on exercise of all outstanding</P>
<P>Warrants.  The Company covenants that all Warrant Shares, when issued,</P>
<P>shall be duly and validly issued, fully paid and non-assessable, and free</P>
<P>from all taxes, liens and charges with respect to the issue thereof.</P>

<P>&nbsp;</P>
<P>Adjustment of Exercise Price and Shares</P>

<P>&nbsp;</P>
<P>        A.      In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall issue any of its Common Stock as a stock</P>
<P>dividend or shall subdivide the number of outstanding shares of Common</P>
<P>Stock into a greater number of shares, then, in either of such events, the</P>
<P>Exercise Price in effect at the time of such action shall be reduced</P>
<P>proportionately and the number of shares of Common Stock purchasable</P>
<P>pursuant to the Warrants shall be increased proportionately.  Conversely,</P>
<P>in the event the Company shall reduce the number of its outstanding shares</P>
<P>of Common Stock by combining such shares into a smaller number of shares,</P>
<P>then, in such event, the Exercise Price in effect at the time of such</P>
<P>action shall be increased proportionately and the number of shares of</P>
<P>Common Stock at that time purchasable pursuant to the Warrants shall be</P>
<P>decreased proportionately.  Such stock dividend paid or distributed on the</P>
<P>Common Stock in shares of any other class of the Company or securities</P>
<P>convertible into shares of Common Stock shall be treated as a dividend paid</P>
<P>or distributed in shares of Common Stock to the extent shares of Common</P>
<P>Stock are issuable on the payment or conversion thereof.</P>

<P>&nbsp;</P>
<P>        B.      In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall be recapitalized by reclassifying its</P>
<P>outstanding shares of Common Stock into shares with a different par value,</P>
<P>or by changing its outstanding Common Stock to shares without par value or</P>
<P>in the event of any other material change of the capital structure of the</P>
<P>Company or of any successor corporation by reason of any reclassification,</P>
<P>recapitalization or conveyance, prompt, proportionate, equitable, lawful</P>
<P>and adequate provision shall be made whereby any holder of the Warrants</P>
<P>shall thereafter have the right to purchase, on the basis and the terms and</P>
<P>conditions specified in this Agreement, in lieu of the shares of Common</P>
<P>Stock of the Company theretofore purchasable on the exercise of any</P>
<P>Warrant, such securities or assets as may be issued or payable with respect</P>
<P>to, or in exchange for, the number of shares of Common Stock of the Company</P>
<P>theretofore purchasable on exercise of the Warrants had such</P>
<P>reclassification, recapitalization or conveyance not taken place; and, in</P>
<P>any such event, the rights of any holder of a Warrant to any adjustment in</P>
<P>the number of shares of Common Stock purchasable on exercise of such</P>
<P>Warrant, as set forth above, shall continue and be preserved in respect of</P>
<P>any stock, securities or assets which the holder becomes entitled to</P>
<P>purchase; provided, however, that a merger, acquisition of a going business</P>
<P>or a portion thereof (whether for cash, stock, notes, other securities, or</P>
<P>a combination of cash and securities), exchange of stock for stock,</P>
<P>exchange of stock for assets, or like transaction involving the Company</P>
<P>will not be considered a "material change" for purposes of this paragraph,</P>
<P>and no adjustment shall be made hereunder by reason of any such merger,</P>
<P>acquisition, exchange of stock for stock, exchange of stock for assets, or</P>
<P>like transaction.</P>

<P>&nbsp;</P>
<P>        C.      In the event the Company, at any time while the Warrants shall remain</P>
<P>unexpired and unexercised, shall sell all or substantially all of its</P>
<P>property, or dissolves, liquidates or winds up its affairs, prompt,</P>
<P>proportionate, equitable, lawful and adequate provision shall be made as</P>
<P>part of the terms of such sale, dissolution, liquidation or winding up such</P>
<P>that the holder of a  Warrant may thereafter receive, on exercise of such</P>
<P>Warrant, in lieu of each share of Common Stock of the Company which such</P>
<P>holder would have been entitled to receive upon exercise of such Warrant,</P>
<P>the same kind and amount of any stock, securities or assets as may be</P>
<P>issuable, distributable or payable on any such sale, dissolution,</P>
<P>liquidation or winding up with respect to each share of Common Stock of the</P>
<P>Company; provided, however, that, in the event of any such sale,</P>
<P>dissolution, liquidation or winding up, the right to exercise the Warrants</P>
<P>shall terminate on a date fixed by the Company, such date to be not earlier</P>
<P>than 5:00 p.m., Central Time, on the 30th day next succeeding the date on</P>
<P>which notice of such termination of the right to exercise the Warrants has</P>
<P>been given by mail to the holders thereof at such addresses as may appear</P>
<P>on the books of the Company.</P>

<P>&nbsp;</P>
<P>        D.      In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall take a record of the holders of its Common</P>
<P>Stock for the purpose of entitling them to purchase shares of its Common</P>
<P>Stock at a price per share more than 10% below the then-current market</P>
<P>price per share (as defined below) of its Common Stock at the date of</P>
<P>taking such record, then (i) the number of shares of Common Stock</P>
<P>purchasable pursuant to the Warrants shall be redetermined as follows: the</P>
<P>number of shares of Common Stock purchasable pursuant to a Warrant</P>
<P>immediately prior to such adjustment (taking into account fractional</P>
<P>interests to the nearest 1,000th of a share) shall be multiplied by a</P>
<P>fraction, the numerator of which shall be the number of shares of Common</P>
<P>Stock of the Company then outstanding (excluding the Common Stock then</P>
<P>owned by the Company) immediately prior to the taking of such record, plus</P>
<P>the number of additional shares offered for purchase, and the denominator</P>
<P>of which shall be the number of shares of Common Stock of the Company</P>
<P>outstanding (excluding the Common Stock owned by the Company) immediately</P>
<P>prior to the taking of such record, plus the number of shares which the</P>
<P>aggregate offering price of the total number of additional shares so</P>
<P>offered would purchase at such current market price; and (ii) the Exercise</P>
<P>Price per share of Common Stock purchasable pursuant to a Warrant shall be</P>
<P>redetermined as follows:  the Exercise Price in effect immediately prior to</P>
<P>the taking of such record shall be multiplied by a fraction, the numerator</P>
<P>of which is the number of shares of Common Stock purchasable immediately</P>
<P>prior to the taking of such record, and the denominator of which is the</P>
<P>number of shares of Common Stock purchasable immediately after the taking</P>
<P>of such record as determined pursuant to clause (i) above.  For the purpose</P>
<P>hereof, the current market price per share of Common Stock of the Company</P>
<P>at any date shall be deemed to be the average of the closing prices, as</P>
<P>reported by the American Stock Exchange, for 30 consecutive business days</P>
<P>commencing 15 business days prior to the record date.</P>

<P>&nbsp;</P>
<P>        E.      On exercise of the Warrants by the holders, the Company shall not be</P>
<P>required to deliver fractions of shares of Common Stock; provided, however,</P>
<P>that prompt, proportionate, equitable, lawful and adequate adjustment in</P>
<P>the Exercise Price payable shall be made in respect of any such fraction of</P>
<P>one share of Common Stock on the basis of the Exercise Price per share.</P>

<P>&nbsp;</P>
<P>        F.      In the event, prior to expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall determine to take a record of the holders of</P>
<P>its Common Stock for the purpose of determining shareholders entitled to</P>
<P>receive any stock dividend, distribution or other right which will cause</P>
<P>any change or adjustment in the number, amount, price or nature of the</P>
<P>Common Stock or other stock, securities or assets deliverable on exercise</P>
<P>of the Warrants pursuant to the foregoing provisions, the Company shall</P>
<P>give to the Registered Holders of the Warrants at the addresses as may</P>
<P>appear on the books of the Company at least 15 days' prior written notice</P>
<P>to the effect that it intends to take such a record.  Such notice shall</P>
<P>specify the date as of which such record is to be taken; the purpose for</P>
<P>which such record is to be taken; and the number, amount, price and nature</P>
<P>of the Common Stock or other stock, securities or assets which will be</P>
<P>deliverable on exercise of the Warrants after the action for which such</P>
<P>record will be taken has been completed.  Without limiting the obligation</P>
<P>of the Company to provide notice to the Registered Holders of the Warrant</P>
<P>Certificates of any corporate action hereunder, the failure of the Company</P>
<P>to give notice shall not invalidate such corporate action of the Company.</P>

<P>&nbsp;</P>
<P>        G.      The Warrant shall not entitle the holder thereof to any of the rights</P>
<P>of shareholders or to any dividend declared on the Common Stock, unless the</P>
<P>Warrant is exercised and the Warrant Shares purchased prior to the record</P>
<P>date fixed by the Board of Directors of the Company for the determination</P>
<P>of holders of Common Stock entitled to such dividend or other right.</P>

<P>&nbsp;</P>
<P>        H.      No adjustment of the Exercise Price shall be made as a result of, or in</P>
<P>connection with, (i) the establishment of one or more employee stock option</P>
<P>plans for employees of the Company, or the modification, renewal or</P>
<P>extension of any such plan, or the issuance of Common Stock on exercise of</P>
<P>any options pursuant to any such plan, (ii) the issuance of individual</P>
<P>warrants or options to purchase Common Stock, the issuance of Common Stock</P>
<P>upon exercise of such warrants or options, or the issuance of Common Stock</P>
<P>in connection with compensation arrangements for directors, officers,</P>
<P>employees, consultants or agents of the Company or any Subsidiary, and the</P>
<P>like, or (iii) the issuance of Common Stock in connection with a merger,</P>
<P>acquisition of a going business or a portion thereof (whether for cash,</P>
<P>stock, notes, other securities, or a combination of cash and securities),</P>
<P>exchange of stock for stock, exchange of stock for assets, or like</P>
<P>transaction.</P>

<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its</P>
<P>President and its Secretary, each by a facsimile of his signature, and has</P>
<P>caused a facsimile of its corporate seal to be imprinted hereon.</P>

<P>&nbsp;</P>
<P>Dated: February 20, 2001.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>David M. Loflin</P>
<P>President</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ Waddell D. Lolfin</P>
<P>Waddell D. Loflin</P>
<P>Secretary</P>

<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>FORM OF ASSIGNMENT</P>
<P>To Be Executed by the Registered Holder if It</P>
<P>Desires to Assign Warrants Evidenced Hereby</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED</P>
<P>hereby sells, assigns and transfers unto        </P>
<P>Warrants, evidenced hereby, and does hereby irrevocably constitute and</P>
<P>appoint _____________________________________________ Attorney to transfer</P>
<P>the said Warrants, evidenced hereby on the books of the Company, with full</P>
<P>power of substitution.</P>

<P>&nbsp;</P>
<P>Dated:         X        </P>
<P>                  Signature</P>

<P>&nbsp;</P>
<P>NOTICE:  The above signature must correspond with the name as written upon</P>
<P>the face of this Warrant in every particular, without alteration or</P>
<P>enlargement or any change whatsoever.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Signature Guaranteed:   </P>

<P>&nbsp;</P>
<P>FORM OF ELECTION TO PURCHASE</P>
<P>To be Executed by the Holder if He Desires</P>
<P>to Exercise Warrants Evidenced Hereby</P>

<P>&nbsp;</P>
<P>TO: USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>The undersigned hereby irrevocably elects to exercise ______________</P>
<P>Warrants evidenced hereby for, and to purchase hereunder,</P>
<P>__________________ full shares of Common Stock issuable upon exercise of</P>
<P>said Warrants and delivery of $_____________ and any applicable taxes.  The</P>
<P>undersigned requests that certificates for such shares be issued in the</P>
<P>name of:</P>

<P>&nbsp;</P>
<P>                                                                        </P>
<P>                        (Please print name and address)</P>

<P>&nbsp;</P>
<P>                                                                        </P>

<P>&nbsp;</P>
<P>If said number of Warrants shall not be all the Warrants evidenced hereby,</P>
<P>the undersigned requests that a new Warrant Certificate evidencing the</P>
<P>Warrants not so exercised be issued in the name of and delivered to:</P>

<P>&nbsp;</P>
<P>        </P>
<P>                                        (Please print name and address)</P>
<P>        </P>

<P>&nbsp;</P>
<P>Dated:                X         </P>

<P>&nbsp;</P>
<P>NOTICE:  The above signature must correspond with the name as written upon</P>
<P>the face of the within Warrant Certificate in every particular, without</P>
<P>alteration or enlargement or any change whatsoever, or if signed by any</P>
<P>other person the Form of Assignment hereon must be duly executed and if the</P>
<P>certificate representing the shares or any Warrant Certificate representing</P>
<P>Warrants not exercised is to be registered in a name other than in which</P>
<P>the within Warrant Certificate is registered, the signature of the holder</P>
<P>hereof must be guaranteed.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Signature Guaranteed:   </P>

<P>&nbsp;</P>
<P>SIGNATURE MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTY.</P></FONT></BODY>
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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.116</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                      SECURITIES PURCHASE AGREEMENT</P>

<P>&nbsp;</P>
<P>This Securities Purchase Agreement is entered into as of March 20, 2001, by</P>
<P>and between USURF America, Inc., a Nevada corporation ("USURF"), and Atlas</P>
<P>Securities Inc., a Turks and Caicos Islands, British West Indies,</P>
<P>corporation ("Atlas"), in light of the following facts:</P>

<P>&nbsp;</P>
<P>        WHEREAS, USURF is a provider of Fixed-Wireless Internet access, as well as</P>
<P>dial-up Internet access, and whose common stock is traded on the American</P>
<P>Stock Exchange (symbol: UAX);</P>

<P>&nbsp;</P>
<P>        WHEREAS, Atlas desires to acquire shares of common stock and common stock</P>
<P>purchase warrants (the common stock and common stock purchase warrants</P>
<P>being referred to collectively as the "Units") of USURF; and</P>

<P>&nbsp;</P>
<P>        WHEREAS, USURF desires to issue shares of its common stock and common</P>
<P>stock purchase warrants to Atlas on the terms and conditions set forth in</P>
<P>this Agreement.</P>

<P>&nbsp;</P>
<P>        WITNESSETH:</P>

<P>&nbsp;</P>
<P>        THEREFORE, the Agreement of the parties, the promises of each being</P>
<P>consideration for the promises of the other:</P>

<P>&nbsp;</P>
<P>I.      DEFINITIONS</P>

<P>&nbsp;</P>
<P>        Whenever used in this Agreement, the following terms shall have the</P>
<P>meanings set forth below, including the exhibit hereto or amendments hereof.</P>

<P>&nbsp;</P>
<P>        (a)     "Agreement" shall mean this Securities Purchase Agreement and all</P>
<P>exhibits hereto or amendments hereof.</P>

<P>&nbsp;</P>
<P>        (b)     "Atlas" shall mean Atlas Securities Inc., a Turks and Caicos Islands,</P>
<P>British West Indies, corporation.</P>

<P>&nbsp;</P>
<P>        (c)     "Knowledge of USURF" or matters "known to USURF" shall mean matters</P>
<P>actually known to the Board of Directors or officers of USURF, or which</P>
<P>reasonably should be or should have been known by them upon reasonable</P>
<P>investigation.</P>

<P>&nbsp;</P>
<P>        (d)     "Securities Act" shall mean the Securities Act of 1933, as amended,</P>
<P>and includes the rules and regulations of the Securities and Exchange</P>
<P>Commission ("SEC") promulgated thereunder, as such shall then be in effect.</P>

<P>&nbsp;</P>
<P>        (e)     "USURF" shall mean USURF America, Inc., a Nevada corporation,</P>
<P>including its subsidiaries.     Any term used herein to which a special</P>
<P>meaning has been ascribed shall be construed in accordance with either (1)</P>
<P>the context in which such term is used, or (2) the definition provided for</P>
<P>such terms in the place in this Agreement at which such term is first used.</P>

<P>&nbsp;</P>
<P>II.     DISCLOSURES</P>

<P>&nbsp;</P>
<P>        Atlas hereby acknowledges that it has examined, or has had the opportunity</P>
<P>to examine, all of USURF's periodic filings made with the SEC pursuant to</P>
<P>the Securities Exchange Act of 1934, as well as Pre-effective Amendment No.</P>
<P>3 to USURF's Registration Statement on Form S-1 (the "Registration</P>
<P>Statement") currently on file with the SEC, a copy of which is attached</P>
<P>hereto as Exhibit "A" and incorporated herein by this reference.  Further,</P>
<P>Atlas hereby acknowledges that it has had the opportunity to ask questions</P>
<P>of, and receive answers from, the principals of USURF regarding the</P>
<P>periodic filings and the Registration Statement of USURF and otherwise</P>
<P>investigate the matters contained therein.</P>

<P>&nbsp;</P>
<P>III.    PURCHASE AND SALE </P>

<P>&nbsp;</P>
<P>        USURF hereby sells to Atlas and Atlas hereby buys from USURF the following</P>
<P>securities (the Units, each Unit consisting of one share of common stock</P>
<P>and one common stock purchase warrant to purchase one share of common stock):</P>

<P>&nbsp;</P>
<P>        (a)     500,000 shares of the $.0001 par value common stock of USURF; and</P>

<P>&nbsp;</P>
<P>        (b)     500,000 warrants to purchase a like number of shares of common stock</P>
<P>of USURF, at an exercise price of $.25 per share, all as more fully set</P>
<P>forth in the form of warrant attached hereto as Exhibit "B" and</P>
<P>incorporated herein by this reference.</P>

<P>&nbsp;</P>
<P>        The Units shall be sold to Atlas at the price and subject to all of the</P>
<P>terms and conditions set forth herein.</P>

<P>&nbsp;</P>
<P>        It is agreed by the parties that none of the purchase price for the Units</P>
<P>described herein shall be allocated to the common stock purchase warrants.</P>

<P>&nbsp;</P>
<P>IV.     PURCHASE PRICE - PAYMENT</P>

<P>&nbsp;</P>
<P>        Atlas shall deliver to USURF the sum of $125,000 in payment of the 500,000</P>
<P>Units purchased by Atlas hereunder, a per Unit price of $.25, which payment</P>
<P>shall be delivered as provided in paragraph VI hereinbelow.</P>

<P>&nbsp;</P>
<P>V.      ISSUANCE OF THE UNITS</P>

<P>&nbsp;</P>
<P>        USURF shall cause the 500,000 shares of its common stock and 500,000</P>
<P>common stock purchase warrants purchased and sold hereunder to be issued to</P>
<P>Atlas.</P>

<P>&nbsp;</P>
<P>In addition, USURF shall cause (1) all 500,000 shares of common stock and</P>
<P>(2) all 500,000 shares of common stock underlying the common stock purchase</P>
<P>warrants to be issued to Atlas hereunder to be registered, at USURF's</P>
<P>expense, pursuant to the Registration Statement.  Atlas shall be named as a</P>
<P>selling shareholder in the Registration Statement.</P>

<P>&nbsp;</P>
<P>VI.     THE EXCHANGE</P>

<P>&nbsp;</P>
<P>        USURF shall deliver to Atlas, upon receipt of the $125,000 required by</P>
<P>paragraph IV, a stock certificate representing 500,000 shares of its common</P>
<P>stock and a warrant in the form of Exhibit "B" attached hereto.  Atlas</P>
<P>agrees that it shall deliver forthwith the sum of $125,000 required to be</P>
<P>delivered pursuant to paragraph IV.</P>

<P>&nbsp;</P>
<P>VII.    REPRESENTATIONS AND WARRANTIES OF USURF</P>

<P>&nbsp;</P>
<P>        USURF represents and warrants to Atlas:</P>

<P>&nbsp;</P>
<P>        (a)     Organization and Corporate Authority.  USURF is a corporation duly</P>
<P>organized, validly existing and in good standing under the laws of the</P>
<P>State of Nevada and is qualified to do business as a foreign corporation in</P>
<P>all jurisdictions where the ownership of property or maintenance of an</P>
<P>office would require qualification.  USURF has all requisite corporate</P>
<P>power and authority, governmental permits, consents, authorizations,</P>
<P>registrations, licenses and memberships necessary to own its property and</P>
<P>to carry on its business in the places where such properties are now owned</P>
<P>and operated or such business is being conducted.</P>

<P>&nbsp;</P>
<P>        (b)     Subsidiaries.  USURF America, Inc., the issuer of the securities sold</P>
<P>hereunder, has the following subsidiary corporations: (1) CyberHighway,</P>
<P>Inc., an Idaho corporation; (2) Santa Fe Wireless Internet, Inc., a New</P>
<P>Mexico corporation; (3) USURF America Internet Design, Inc., a Louisiana</P>
<P>corporation; (4) USURF Wireless, Inc., a Louisiana corporation; and (5)</P>
<P>Missouri Cable TV Corp., a Louisiana corporation.</P>

<P>&nbsp;</P>
<P>        (c)     Options, Warrants and Rights. USURF has those outstanding options,</P>
<P>warrants or rights, conversion rights or other agreements for the purchase</P>
<P>or acquisition from USURF of any shares of its capital stock as are</P>
<P>described in the Registration Statement.</P>

<P>&nbsp;</P>
<P>        (d)     Issuance of the Units.  The shares of common stock of USURF, when</P>
<P>issued and delivered in accordance with this Agreement, will be duly and</P>
<P>validly issued, fully paid and non-assessable, and will be free and clear</P>
<P>of any liens or encumbrances and, to the knowledge of USURF, will be issued</P>
<P>in compliance with applicable state and federal laws.  The common stock</P>
<P>purchase warrants of USURF, when issued and delivered in accordance with</P>
<P>this Agreement, will be duly and validly issued and will be free and clear</P>
<P>of any liens or encumbrances and, to the knowledge of USURF, will be issued</P>
<P>in compliance with applicable state and federal laws.  The shares of common</P>
<P>stock of USURF underlying the common stock purchase warrants, when issued</P>
<P>and delivered in accordance with this Agreement and the warrant agreement,</P>
<P>will be duly and validly issued, fully paid and non-assessable, and will be</P>
<P>free and clear of any liens or encumbrances and, to the knowledge of USURF,</P>
<P>will be issued in compliance with applicable state and federal laws.</P>

<P>&nbsp;</P>
<P>        (e)     Financial Condition; Use of Proceeds.  USURF is a development stage</P>
<P>company without significant revenues and has, since inception, operated at</P>
<P>a loss and is substantially illiquid.  USURF requires substantial</P>
<P>additional capital with which to implement its business plan with respect</P>
<P>to its fixed-wireless Internet access products.  There is no assurance that</P>
<P>USURF will obtain such needed capital or that its business plan, when</P>
<P>implemented, will prove to be successful.  The funds derived under this</P>
<P>Agreement will be utilized for working capital and deployment of its</P>
<P>fixed-wireless Internet access products.</P>

<P>&nbsp;</P>
<P>        (f)     Undisclosed or Contingent Liabilities.  To the best knowledge of USURF</P>
<P>and to its officers and directors, USURF has no material liabilities not</P>
<P>reflected in its periodic filings with the SEC and the Registration</P>
<P>Statement, and, to the best knowledge of the officers and directors of</P>
<P>USURF, USURF has no contingent liabilities.</P>

<P>&nbsp;</P>
<P>        (g)     Litigation. Except as described in USURF's periodic filings with the</P>
<P>SEC and the Registration Statement, USURF is not a party to any suit,</P>
<P>action, proceeding, investigation or labor dispute (collectively "actions")</P>
<P>pending or currently threatened against it other than administrative</P>
<P>matters arising in the ordinary course of business and which, if determined</P>
<P>against USURF would result in a materially adverse effect.</P>

<P>&nbsp;</P>
<P>        (h)     Compliance with Agreements.  The execution and performance of this</P>
<P>Agreement will not result in any violation or be in conflict with any</P>
<P>agreement to which USURF is a party.</P>

<P>&nbsp;</P>
<P>        (i)     Title to Property and Assets.  USURF has good and marketable title to</P>
<P>its properties and assets free and clear of all mortgages, liens, security</P>
<P>interests and encumbrances.</P>

<P>&nbsp;</P>
<P>        (j)     Franchises, Permits, etc.  To the knowledge of USURF, it has all</P>
<P>franchises, permits, licenses, orders and approvals of any federal, state,</P>
<P>local or foreign government of self regulatory body (collectively, the</P>
<P>"Permits") that are material to or necessary for the conduct of its business.</P>

<P>&nbsp;</P>
<P>        (k)     Governmental Consents.  To the knowledge of USURF, no consent,</P>
<P>approval, order or authorization of, or registration, qualification,</P>
<P>designation, declaration or filing with, any governmental authority on the</P>
<P>part of USURF is required in connection with the valid execution, delivery</P>
<P>and performance of this Agreement.</P>

<P>&nbsp;</P>
<P>        (l)     Authorization.  All corporate action on the part of USURF and its</P>
<P>officers, directors and shareholders necessary for the authorization,</P>
<P>execution and delivery of this Agreement, for the performance of USURF's</P>
<P>obligations hereunder and for the issuance and delivery of the Units has</P>
<P>been taken.  This Agreement, when executed and delivered, shall constitute</P>
<P>a legal, valid and binding obligation of USURF.</P>

<P>&nbsp;</P>
<P>VIII.   REPRESENTATIONS AND WARRANTIES OF ATLAS</P>

<P>&nbsp;</P>
<P>        (a)     Organization and Corporate Authority.  Atlas is a corporation duly</P>
<P>organized, validly existing and in good standing under the laws of the</P>
<P>Turks and Caicos Islands, British West Indies, and is qualified to do</P>
<P>business in all jurisdictions where it is required to do so.  Atlas has all</P>
<P>requisite corporate power and authority, governmental permits, consents,</P>
<P>authorizations, registrations, licenses and memberships necessary to own</P>
<P>its property and to carry on its business in the places where such</P>
<P>properties are now owned and operated or such business is being conducted.</P>
<P>Atlas is not a "U.S. person", as that term is defined in the securities</P>
<P>laws and regulations of the United States.</P>

<P>&nbsp;</P>
<P>        (b)     Atlas represents and warrants that it does not have a place of</P>
<P>business within the United States.</P>

<P>&nbsp;</P>
<P>        (c)     Atlas represents and warrants that it is an "accredited investor"</P>
<P>within the meaning of that term as used in Rule 501 of Regulation D of the</P>
<P>Rules and Regulations of the SEC and is capable, through experience and</P>
<P>financial strength, to make and understand an investment decision leading</P>
<P>to the purchase of the Units of USURF contemplated herein.</P>

<P>&nbsp;</P>
<P>        (d)     Atlas represents and warrants that the Units are being purchased by it</P>
<P>solely for its own account for investment purposes only and not for the</P>
<P>account of any other person and not for distribution, assignment or resale</P>
<P>to others.</P>

<P>&nbsp;</P>
<P>        (e)     Atlas further consents to the placement of the following legend, or a</P>
<P>legend similar thereto, on the certificates representing shares of common</P>
<P>stock and the common stock purchase warrants comprising the Units:</P>

<P>&nbsp;</P>
<P>THESE SECURITIES, AND THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, HAVE</P>
<P>BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY</P>
<P>REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND</P>
<P>MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE</P>
<P>CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE</P>
<P>WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.</P>

<P>&nbsp;</P>
<P>IX.     MISCELLANEOUS</P>

<P>&nbsp;</P>
<P>        Survival of Covenants.  Unless otherwise waived as provided herein, all</P>
<P>covenants agreements, representations and warranties of the parties made in</P>
<P>this Agreement and in the financial statements or other written information</P>
<P>delivered or furnished in connection therewith and herewith shall survive</P>
<P>the Exchange hereunder, and shall be binding upon, and inure to the benefit</P>
<P>of, the parties and their respective successors and assigns.</P>

<P>&nbsp;</P>
<P>        Arbitration.  In the event of a dispute between the parties hereto that</P>
<P>arises out of this Agreement, the parties hereby agree to submit such</P>
<P>dispute to arbitration before the American Arbitration Association (the</P>
<P>"Association") at its Dallas, Texas, offices, in accordance with the</P>
<P>then-current rules of the Association; the award given by the arbitrators</P>
<P>shall be binding and a judgment can be obtained on any such award in any</P>
<P>court of competent jurisdiction.  It is expressly agreed that the</P>
<P>arbitrators, as part of their award, can award attorneys fees to the</P>
<P>prevailing party.</P>

<P>&nbsp;</P>
<P>        Governing Law.  This Agreement shall be deemed to be a contract made</P>
<P>under, governed by and construed in accordance with the substantive laws of</P>
<P>the State of Louisiana.</P>

<P>&nbsp;</P>
<P>        Counterparts.  This Agreement may be executed simultaneously in</P>
<P>counterparts, each of which when so executed and delivered shall be taken</P>
<P>to be an original; but such counterparts shall together constitute but one</P>
<P>and the same documents.</P>

<P>&nbsp;</P>
<P>        Successors and Assigns.  Except as otherwise expressly provided herein,</P>
<P>the provisions hereof shall inure to the benefit of, and be binding upon,</P>
<P>the successors, assigns and administrators of the parties hereto.</P>

<P>&nbsp;</P>
<P>        Entire Agreement.  This Agreement, the other agreements and the other</P>
<P>documents delivered pursuant hereto and thereto constitute the full and</P>
<P>entire understanding and agreement between the parties with regard to the</P>
<P>subjects hereof and thereof.</P>

<P>&nbsp;</P>
<P>        IN WITNESS WHEREOF, the parties have signed this Agreement as of the day</P>
<P>and year first above written.</P>

<P>&nbsp;</P>
<P>"USURF":</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>David M. Loflin</P>
<P>President</P>

<P>&nbsp;</P>
<P>"ATLAS":</P>

<P>&nbsp;</P>
<P>ATLAS SECURITIES INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By:/s/ Linda MacKenzie</P>
<P>Linda MacKenzie</P>
<P>Vice President of Administration</P>
<P>and Corporate Secretary</P></FONT></BODY>
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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.117</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AS WELL AS THE SECURITIES</P>
<P>INTO WHICH THESE SECURITIES MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE</P>
<P>UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S PROMULGATED</P>
<P>UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE SECURITIES MAY NOT BE</P>
<P>TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM</P>
<P>REGISTRATION.</P>

<P>&nbsp;</P>
<P>USURF America, Inc.</P>
<P>(Incorporated Under the Laws of the State of Nevada)</P>

<P>&nbsp;</P>
<P>500,000 COMMON STOCK</P>
<P>PURCHASE WARRANTS</P>

<P>&nbsp;</P>
<P>(EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE COMMON SHARE)</P>
<P>INITIAL WARRANT EXERCISE PRICE $.25</P>

<P>&nbsp;</P>
<P>THIS CERTIFIES THAT, for value received, Atlas Securities Inc. (the</P>
<P>"Holder"), as registered owner of this Common Stock Purchase Warrant (a</P>
<P>"Warrant" or the "Warrants"), is entitled at any time or from time to time</P>
<P>after issuance hereof at or before 5:00 p.m., Central Time, on the date</P>
<P>that is three years from the date hereof (the "Expiration Date"), to</P>
<P>subscribe for, purchase and receive the above-specified, fully-paid and</P>
<P>non-assessable shares of Common Stock, $.0001 par value per share (the</P>
<P>"Common Stock"), of USURF America, Inc., a Nevada corporation (the</P>
<P>"Company"), at the purchase price of $.25 per share (the "Exercise Price"),</P>
<P>upon presentation and surrender of this Warrant and payment of the Exercise</P>
<P>Price for such Common Stock of the Company at the principal office of the</P>
<P>Company, but only subject to the conditions set forth herein.  The Exercise</P>
<P>Price and the number of Common Stock purchasable upon exercise of each</P>
<P>Warrant are subject to adjustments upon the occurrence of certain events</P>
<P>described herein.</P>

<P>&nbsp;</P>
<P>Upon due presentment for transfer of this Warrant at the principal office</P>
<P>of the Company, a new Warrant of like tenor and evidencing, in the</P>
<P>aggregate, a like number of Warrants, subject to any adjustments made in</P>
<P>accordance with the provisions hereof, shall be issued to the transferee in</P>
<P>exchange for this Warrant, subject to the limitations provided herein, upon</P>
<P>payment of any tax or governmental charge imposed in connection with such</P>
<P>transfer.</P>

<P>&nbsp;</P>
<P>The holder of the Warrants evidenced hereby may exercise all or any whole</P>
<P>number of such Warrants during the period and in the manner stated herein.</P>
<P>The Exercise Price payable in lawful money of the United States of America</P>
<P>and in cash or by certified or bank cashier's check or bank draft payable</P>
<P>to the order of the Company.  If, upon exercise of any Warrants evidenced</P>
<P>hereby, the number of Warrants exercised shall be less than the total</P>
<P>number of Warrants so evidenced, there shall be issued to the Warrantholder</P>
<P>a new Warrant evidencing the number of Warrants not so exercised.</P>

<P>&nbsp;</P>
<P>No Warrant may be exercised after 5:00 p.m., Central Time, on the</P>
<P>Expiration Date and any Warrant not exercised by such time shall become</P>
<P>void, unless extended by the Company.</P>

<P>&nbsp;</P>
<P>The Company covenants that it will, at all times, reserve and have</P>
<P>available from its authorized shares of Common Stock such number of shares</P>
<P>of Common Stock as shall then be issuable on exercise of all outstanding</P>
<P>Warrants.  The Company covenants that all Warrant Shares, when issued,</P>
<P>shall be duly and validly issued, fully paid and non-assessable, and free</P>
<P>from all taxes, liens and charges with respect to the issue thereof.</P>

<P>&nbsp;</P>
<P>Adjustment of Exercise Price and Shares</P>

<P>&nbsp;</P>
<P>        A.      In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall issue any of its Common Stock as a stock</P>
<P>dividend or shall subdivide the number of outstanding shares of Common</P>
<P>Stock into a greater number of shares, then, in either of such events, the</P>
<P>Exercise Price in effect at the time of such action shall be reduced</P>
<P>proportionately and the number of shares of Common Stock purchasable</P>
<P>pursuant to the Warrants shall be increased proportionately.  Conversely,</P>
<P>in the event the Company shall reduce the number of its outstanding shares</P>
<P>of Common Stock by combining such shares into a smaller number of shares,</P>
<P>then, in such event, the Exercise Price in effect at the time of such</P>
<P>action shall be increased proportionately and the number of shares of</P>
<P>Common Stock at that time purchasable pursuant to the Warrants shall be</P>
<P>decreased proportionately.  Such stock dividend paid or distributed on the</P>
<P>Common Stock in shares of any other class of the Company or securities</P>
<P>convertible into shares of Common Stock shall be treated as a dividend paid</P>
<P>or distributed in shares of Common Stock to the extent shares of Common</P>
<P>Stock are issuable on the payment or conversion thereof.</P>

<P>&nbsp;</P>
<P>        B.      In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall be recapitalized by reclassifying its</P>
<P>outstanding shares of Common Stock into shares with a different par value,</P>
<P>or by changing its outstanding Common Stock to shares without par value or</P>
<P>in the event of any other material change of the capital structure of the</P>
<P>Company or of any successor corporation by reason of any reclassification,</P>
<P>recapitalization or conveyance, prompt, proportionate, equitable, lawful</P>
<P>and adequate provision shall be made whereby any holder of the Warrants</P>
<P>shall thereafter have the right to purchase, on the basis and the terms and</P>
<P>conditions specified in this Agreement, in lieu of the shares of Common</P>
<P>Stock of the Company theretofore purchasable on the exercise of any</P>
<P>Warrant, such securities or assets as may be issued or payable with respect</P>
<P>to, or in exchange for, the number of shares of Common Stock of the Company</P>
<P>theretofore purchasable on exercise of the Warrants had such</P>
<P>reclassification, recapitalization or conveyance not taken place; and, in</P>
<P>any such event, the rights of any holder of a Warrant to any adjustment in</P>
<P>the number of shares of Common Stock purchasable on exercise of such</P>
<P>Warrant, as set forth above, shall continue and be preserved in respect of</P>
<P>any stock, securities or assets which the holder becomes entitled to</P>
<P>purchase; provided, however, that a merger, acquisition of a going business</P>
<P>or a portion thereof (whether for cash, stock, notes, other securities, or</P>
<P>a combination of cash and securities), exchange of stock for stock,</P>
<P>exchange of stock for assets, or like transaction involving the Company</P>
<P>will not be considered a "material change" for purposes of this paragraph,</P>
<P>and no adjustment shall be made hereunder by reason of any such merger,</P>
<P>acquisition, exchange of stock for stock, exchange of stock for assets, or</P>
<P>like transaction.</P>

<P>&nbsp;</P>
<P>        C.      In the event the Company, at any time while the Warrants shall remain</P>
<P>unexpired and unexercised, shall sell all or substantially all of its</P>
<P>property, or dissolves, liquidates or winds up its affairs, prompt,</P>
<P>proportionate, equitable, lawful and adequate provision shall be made as</P>
<P>part of the terms of such sale, dissolution, liquidation or winding up such</P>
<P>that the holder of a  Warrant may thereafter receive, on exercise of such</P>
<P>Warrant, in lieu of each share of Common Stock of the Company which such</P>
<P>holder would have been entitled to receive upon exercise of such Warrant,</P>
<P>the same kind and amount of any stock, securities or assets as may be</P>
<P>issuable, distributable or payable on any such sale, dissolution,</P>
<P>liquidation or winding up with respect to each share of Common Stock of the</P>
<P>Company; provided, however, that, in the event of any such sale,</P>
<P>dissolution, liquidation or winding up, the right to exercise the Warrants</P>
<P>shall terminate on a date fixed by the Company, such date to be not earlier</P>
<P>than 5:00 p.m., Central Time, on the 30th day next succeeding the date on</P>
<P>which notice of such termination of the right to exercise the Warrants has</P>
<P>been given by mail to the holders thereof at such addresses as may appear</P>
<P>on the books of the Company.</P>

<P>&nbsp;</P>
<P>D.      In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall take a record of the holders of its Common</P>
<P>Stock for the purpose of entitling them to purchase shares of its Common</P>
<P>Stock at a price per share more than 10% below the then-current market</P>
<P>price per share (as defined below) of its Common Stock at the date of</P>
<P>taking such record, then (i) the number of shares of Common Stock</P>
<P>purchasable pursuant to the Warrants shall be redetermined as follows: the</P>
<P>number of shares of Common Stock purchasable pursuant to a Warrant</P>
<P>immediately prior to such adjustment (taking into account fractional</P>
<P>interests to the nearest 1,000th of a share) shall be multiplied by a</P>
<P>fraction, the numerator of which shall be the number of shares of Common</P>
<P>Stock of the Company then outstanding (excluding the Common Stock then</P>
<P>owned by the Company) immediately prior to the taking of such record, plus</P>
<P>the number of additional shares offered for purchase, and the denominator</P>
<P>of which shall be the number of shares of Common Stock of the Company</P>
<P>outstanding (excluding the Common Stock owned by the Company) immediately</P>
<P>prior to the taking of such record, plus the number of shares which the</P>
<P>aggregate offering price of the total number of additional shares so</P>
<P>offered would purchase at such current market price; and (ii) the Exercise</P>
<P>Price per share of Common Stock purchasable pursuant to a Warrant shall be</P>
<P>redetermined as follows:  the Exercise Price in effect immediately prior to</P>
<P>the taking of such record shall be multiplied by a fraction, the numerator</P>
<P>of which is the number of shares of Common Stock purchasable immediately</P>
<P>prior to the taking of such record, and the denominator of which is the</P>
<P>number of shares of Common Stock purchasable immediately after the taking</P>
<P>of such record as determined pursuant to clause (i) above.  For the purpose</P>
<P>hereof, the current market price per share of Common Stock of the Company</P>
<P>at any date shall be deemed to be the average of the closing prices, as</P>
<P>reported by the American Stock Exchange, for 30 consecutive business days</P>
<P>commencing 15 business days prior to the record date.</P>

<P>&nbsp;</P>
<P>        E.      On exercise of the Warrants by the holders, the Company shall not be</P>
<P>required to deliver fractions of shares of Common Stock; provided, however,</P>
<P>that prompt, proportionate, equitable, lawful and adequate adjustment in</P>
<P>the Exercise Price payable shall be made in respect of any such fraction of</P>
<P>one share of Common Stock on the basis of the Exercise Price per share.</P>

<P>&nbsp;</P>
<P>        F.      In the event, prior to expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall determine to take a record of the holders of</P>
<P>its Common Stock for the purpose of determining shareholders entitled to</P>
<P>receive any stock dividend, distribution or other right which will cause</P>
<P>any change or adjustment in the number, amount, price or nature of the</P>
<P>Common Stock or other stock, securities or assets deliverable on exercise</P>
<P>of the Warrants pursuant to the foregoing provisions, the Company shall</P>
<P>give to the Registered Holders of the Warrants at the addresses as may</P>
<P>appear on the books of the Company at least 15 days' prior written notice</P>
<P>to the effect that it intends to take such a record.  Such notice shall</P>
<P>specify the date as of which such record is to be taken; the purpose for</P>
<P>which such record is to be taken; and the number, amount, price and nature</P>
<P>of the Common Stock or other stock, securities or assets which will be</P>
<P>deliverable on exercise of the Warrants after the action for which such</P>
<P>record will be taken has been completed.  Without limiting the obligation</P>
<P>of the Company to provide notice to the Registered Holders of the Warrant</P>
<P>Certificates of any corporate action hereunder, the failure of the Company</P>
<P>to give notice shall not invalidate such corporate action of the Company.</P>

<P>&nbsp;</P>
<P>        G.      The Warrant shall not entitle the holder thereof to any of the rights</P>
<P>of shareholders or to any dividend declared on the Common Stock, unless the</P>
<P>Warrant is exercised and the Warrant Shares purchased prior to the record</P>
<P>date fixed by the Board of Directors of the Company for the determination</P>
<P>of holders of Common Stock entitled to such dividend or other right.</P>
<P>        H.      No adjustment of the Exercise Price shall be made as a result of, or in</P>
<P>connection with, (i) the establishment of one or more employee stock option</P>
<P>plans for employees of the Company, or the modification, renewal or</P>
<P>extension of any such plan, or the issuance of Common Stock on exercise of</P>
<P>any options pursuant to any such plan, (ii) the issuance of individual</P>
<P>warrants or options to purchase Common Stock, the issuance of Common Stock</P>
<P>upon exercise of such warrants or options, or the issuance of Common Stock</P>
<P>in connection with compensation arrangements for directors, officers,</P>
<P>employees, consultants or agents of the Company or any Subsidiary, and the</P>
<P>like, or (iii) the issuance of Common Stock in connection with a merger,</P>
<P>acquisition of a going business or a portion thereof (whether for cash,</P>
<P>stock, notes, other securities, or a combination of cash and securities),</P>
<P>exchange of stock for stock, exchange of stock for assets, or like</P>
<P>transaction.</P>

<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its</P>
<P>President and its Secretary, each by a facsimile of his signature, and has</P>
<P>caused a facsimile of its corporate seal to be imprinted hereon.</P>

<P>&nbsp;</P>
<P>Dated: March 20, 2001.</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>David M. Loflin</P>
<P>President</P>

<P>&nbsp;</P>
<P>By:/s/ Waddell D. Loflin</P>
<P>Waddell D. Loflin</P>
<P>Secretary</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>FORM OF ASSIGNMENT</P>
<P>To Be Executed by the Registered Holder if He</P>
<P>Desires to Assign Warrants Evidenced Hereby</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED      </P>
<P>hereby sells, assigns and transfers unto        </P>
<P>Warrants, evidenced hereby, and does hereby irrevocably constitute and</P>
<P>appoint _____________________________________________ Attorney to transfer</P>
<P>the said Warrants, evidenced hereby on the books of the Company, with full</P>
<P>power of substitution.</P>

<P>&nbsp;</P>
<P>Dated:                                          X       </P>
<P>                                                                Signature</P>

<P>&nbsp;</P>
<P>NOTICE:  The above signature must correspond with the name as written upon</P>
<P>the face of this Warrant in every particular, without alteration or</P>
<P>enlargement or any change whatsoever.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Signature Guaranteed:   </P>

<P>&nbsp;</P>
<P>FORM OF ELECTION TO PURCHASE</P>
<P>To be Executed by the Holder if He Desires</P>
<P>to Exercise Warrants Evidenced Hereby</P>

<P>&nbsp;</P>
<P>TO: USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>The undersigned hereby irrevocably elects to exercise ______________</P>
<P>Warrants evidenced hereby for, and to purchase hereunder,</P>
<P>__________________ full shares of Common Stock issuable upon exercise of</P>
<P>said Warrants and delivery of $_____________ and any applicable taxes.  The</P>
<P>undersigned requests that certificates for such shares be issued in the</P>
<P>name of:</P>

<P>&nbsp;</P>
<P>                                                                        </P>
<P>                        (Please print name and address)</P>

<P>&nbsp;</P>
<P>                                                                        </P>

<P>&nbsp;</P>
<P>If said number of Warrants shall not be all the Warrants evidenced hereby,</P>
<P>the undersigned requests that a new Warrant Certificate evidencing the</P>
<P>Warrants not so exercised be issued in the name of and delivered to:</P>

<P>&nbsp;</P>
<P>        </P>
<P>                                        (Please print name and address)</P>
<P>        </P>

<P>&nbsp;</P>
<P>Dated:                                                  X       </P>

<P>&nbsp;</P>
<P>NOTICE:  The above signature must correspond with the name as written upon</P>
<P>the face of the within Warrant Certificate in every particular, without</P>
<P>alteration or enlargement or any change whatsoever, or if signed by any</P>
<P>other person the Form of Assignment hereon must be duly executed and if the</P>
<P>certificate representing the shares or any Warrant Certificate representing</P>
<P>Warrants not exercised is to be registered in a name other than in which</P>
<P>the within Warrant Certificate is registered, the signature of the holder</P>
<P>hereof must be guaranteed.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Signature Guaranteed:   </P>

<P>&nbsp;</P>
<P>SIGNATURE MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTY.</P></FONT></BODY>
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<TYPE>EX-10
<SEQUENCE>8
<FILENAME>exh10118.htm
<TEXT>

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<FONT FACE="Courier New" SIZE=2>
<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.118</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AS WELL AS THE SECURITIES</P>
<P>INTO WHICH THESE SECURITIES MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE</P>
<P>UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S PROMULGATED</P>
<P>UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE SECURITIES MAY NOT BE</P>
<P>TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM</P>
<P>REGISTRATION.</P>

<P>&nbsp;</P>
<P>USURF America, Inc.</P>
<P>(Incorporated Under the Laws of the State of Nevada)</P>

<P>&nbsp;</P>
<P>200,000 COMMON STOCK</P>
<P>PURCHASE WARRANTS</P>

<P>&nbsp;</P>
<P>(EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE COMMON SHARE)</P>
<P>INITIAL WARRANT EXERCISE PRICE $.25</P>

<P>&nbsp;</P>
<P>THIS CERTIFIES THAT, for value received, Shelter Capital Ltd. (the</P>
<P>"Holder"), as registered owner of this Common Stock Purchase Warrant (a</P>
<P>"Warrant" or the "Warrants"), is entitled at any time or from time to time</P>
<P>after issuance hereof at or before 5:00 p.m., Central Time, on the date</P>
<P>that is three years from the date hereof (the "Expiration Date"), to</P>
<P>subscribe for, purchase and receive the above-specified, fully-paid and</P>
<P>non-assessable Common Shares, $.0001 par value per share (the "Common</P>
<P>Shares"), of USURF America, Inc., a Nevada corporation (the "Company"), at</P>
<P>the purchase price of $.25 per share (the "Exercise Price"), upon</P>
<P>presentation and surrender of this Warrant and payment of the Exercise</P>
<P>Price for such Common Shares of the Company at the principal office of the</P>
<P>Company, but only subject to the conditions set forth herein.  The Exercise</P>
<P>Price and the number of Common Shares purchasable upon exercise of each</P>
<P>Warrant are subject to adjustments upon the occurrence of certain events</P>
<P>described herein.</P>

<P>&nbsp;</P>
<P>Upon due presentment for transfer of this Warrant at the principal office</P>
<P>of the Company, a new Warrant of like tenor and evidencing, in the</P>
<P>aggregate, a like number of Warrants, subject to any adjustments made in</P>
<P>accordance with the provisions hereof, shall be issued to the transferee in</P>
<P>exchange for this Warrant, subject to the limitations provided herein, upon</P>
<P>payment of any tax or governmental charge imposed in connection with such</P>
<P>transfer.</P>

<P>&nbsp;</P>
<P>The holder of the Warrants evidenced hereby may exercise all or any whole</P>
<P>number of such Warrants during the period and in the manner stated herein.</P>
<P>The Exercise Price payable in lawful money of the United States of America</P>
<P>and in cash or by certified or bank cashier's check or bank draft payable</P>
<P>to the order of the Company.  If, upon exercise of any Warrants evidenced</P>
<P>hereby, the number of Warrants exercised shall be less than the total</P>
<P>number of Warrants so evidenced, there shall be issued to the Warrantholder</P>
<P>a new Warrant evidencing the number of Warrants not so exercised.</P>

<P>&nbsp;</P>
<P>No Warrant may be exercised after 5:00 p.m., Central Time, on the</P>
<P>Expiration Date and any Warrant not exercised by such time shall become</P>
<P>void, unless extended by the Company.</P>

<P>&nbsp;</P>
<P>The Company covenants that it will, at all times, reserve and have</P>
<P>available from its authorized shares of Common Stock such number of shares</P>
<P>of Common Stock as shall then be issuable on exercise of all outstanding</P>
<P>Warrants.  The Company covenants that all Warrant Shares, when issued,</P>
<P>shall be duly and validly issued, fully paid and non-assessable, and free</P>
<P>from all taxes, liens and charges with respect to the issue thereof.</P>

<P>&nbsp;</P>
<P>Adjustment of Exercise Price and Shares</P>

<P>&nbsp;</P>
<P>        A.      In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall issue any of its Common Stock as a stock</P>
<P>dividend or shall subdivide the number of outstanding shares of Common</P>
<P>Stock into a greater number of shares, then, in either of such events, the</P>
<P>Exercise Price in effect at the time of such action shall be reduced</P>
<P>proportionately and the number of shares of Common Stock purchasable</P>
<P>pursuant to the Warrants shall be increased proportionately.  Conversely,</P>
<P>in the event the Company shall reduce the number of its outstanding shares</P>
<P>of Common Stock by combining such shares into a smaller number of shares,</P>
<P>then, in such event, the Exercise Price in effect at the time of such</P>
<P>action shall be increased proportionately and the number of shares of</P>
<P>Common Stock at that time purchasable pursuant to the Warrants shall be</P>
<P>decreased proportionately.  Such stock dividend paid or distributed on the</P>
<P>Common Stock in shares of any other class of the Company or securities</P>
<P>convertible into shares of Common Stock shall be treated as a dividend paid</P>
<P>or distributed in shares of Common Stock to the extent shares of Common</P>
<P>Stock are issuable on the payment or conversion thereof.</P>

<P>&nbsp;</P>
<P>        B.      In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall be recapitalized by reclassifying its</P>
<P>outstanding shares of Common Stock into shares with a different par value,</P>
<P>or by changing its outstanding Common Stock to shares without par value or</P>
<P>in the event of any other material change of the capital structure of the</P>
<P>Company or of any successor corporation by reason of any reclassification,</P>
<P>recapitalization or conveyance, prompt, proportionate, equitable, lawful</P>
<P>and adequate provision shall be made whereby any holder of the Warrants</P>
<P>shall thereafter have the right to purchase, on the basis and the terms and</P>
<P>conditions specified in this Agreement, in lieu of the shares of Common</P>
<P>Stock of the Company theretofore purchasable on the exercise of any</P>
<P>Warrant, such securities or assets as may be issued or payable with respect</P>
<P>to, or in exchange for, the number of shares of Common Stock of the Company</P>
<P>theretofore purchasable on exercise of the Warrants had such</P>
<P>reclassification, recapitalization or conveyance not taken place; and, in</P>
<P>any such event, the rights of any holder of a Warrant to any adjustment in</P>
<P>the number of shares of Common Stock purchasable on exercise of such</P>
<P>Warrant, as set forth above, shall continue and be preserved in respect of</P>
<P>any stock, securities or assets which the holder becomes entitled to</P>
<P>purchase; provided, however, that a merger, acquisition of a going business</P>
<P>or a portion thereof (whether for cash, stock, notes, other securities, or</P>
<P>a combination of cash and securities), exchange of stock for stock,</P>
<P>exchange of stock for assets, or like transaction involving the Company</P>
<P>will not be considered a "material change" for purposes of this paragraph,</P>
<P>and no adjustment shall be made hereunder by reason of any such merger,</P>
<P>acquisition, exchange of stock for stock, exchange of stock for assets, or</P>
<P>like transaction.</P>

<P>&nbsp;</P>
<P>        C.      In the event the Company, at any time while the Warrants shall remain</P>
<P>unexpired and unexercised, shall sell all or substantially all of its</P>
<P>property, or dissolves, liquidates or winds up its affairs, prompt,</P>
<P>proportionate, equitable, lawful and adequate provision shall be made as</P>
<P>part of the terms of such sale, dissolution, liquidation or winding up such</P>
<P>that the holder of a  Warrant may thereafter receive, on exercise of such</P>
<P>Warrant, in lieu of each share of Common Stock of the Company which such</P>
<P>holder would have been entitled to receive upon exercise of such Warrant,</P>
<P>the same kind and amount of any stock, securities or assets as may be</P>
<P>issuable, distributable or payable on any such sale, dissolution,</P>
<P>liquidation or winding up with respect to each share of Common Stock of the</P>
<P>Company; provided, however, that, in the event of any such sale,</P>
<P>dissolution, liquidation or winding up, the right to exercise the Warrants</P>
<P>shall terminate on a date fixed by the Company, such date to be not earlier</P>
<P>than 5:00 p.m., Central Time, on the 30th day next succeeding the date on</P>
<P>which notice of such termination of the right to exercise the Warrants has</P>
<P>been given by mail to the holders thereof at such addresses as may appear</P>
<P>on the books of the Company.</P>

<P>&nbsp;</P>
<P>        D.      In the event, prior to the expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall take a record of the holders of its Common</P>
<P>Stock for the purpose of entitling them to purchase shares of its Common</P>
<P>Stock at a price per share more than 10% below the then-current market</P>
<P>price per share (as defined below) of its Common Stock at the date of</P>
<P>taking such record, then (i) the number of shares of Common Stock</P>
<P>purchasable pursuant to the Warrants shall be redetermined as follows: the</P>
<P>number of shares of Common Stock purchasable pursuant to a Warrant</P>
<P>immediately prior to such adjustment (taking into account fractional</P>
<P>interests to the nearest 1,000th of a share) shall be multiplied by a</P>
<P>fraction, the numerator of which shall be the number of shares of Common</P>
<P>Stock of the Company then outstanding (excluding the Common Stock then</P>
<P>owned by the Company) immediately prior to the taking of such record, plus</P>
<P>the number of additional shares offered for purchase, and the denominator</P>
<P>of which shall be the number of shares of Common Stock of the Company</P>
<P>outstanding (excluding the Common Stock owned by the Company) immediately</P>
<P>prior to the taking of such record, plus the number of shares which the</P>
<P>aggregate offering price of the total number of additional shares so</P>
<P>offered would purchase at such current market price; and (ii) the Exercise</P>
<P>Price per share of Common Stock purchasable pursuant to a Warrant shall be</P>
<P>redetermined as follows:  the Exercise Price in effect immediately prior to</P>
<P>the taking of such record shall be multiplied by a fraction, the numerator</P>
<P>of which is the number of shares of Common Stock purchasable immediately</P>
<P>prior to the taking of such record, and the denominator of which is the</P>
<P>number of shares of Common Stock purchasable immediately after the taking</P>
<P>of such record as determined pursuant to clause (i) above.  For the purpose</P>
<P>hereof, the current market price per share of Common Stock of the Company</P>
<P>at any date shall be deemed to be the average of the closing prices, as</P>
<P>reported by the American Stock Exchange, for 30 consecutive business days</P>
<P>commencing 15 business days prior to the record date.</P>

<P>&nbsp;</P>
<P>        E.      On exercise of the Warrants by the holders, the Company shall not be</P>
<P>required to deliver fractions of shares of Common Stock; provided, however,</P>
<P>that prompt, proportionate, equitable, lawful and adequate adjustment in</P>
<P>the Exercise Price payable shall be made in respect of any such fraction of</P>
<P>one share of Common Stock on the basis of the Exercise Price per share.</P>

<P>&nbsp;</P>
<P>        F.      In the event, prior to expiration of the Warrants by exercise or by</P>
<P>their terms, the Company shall determine to take a record of the holders of</P>
<P>its Common Stock for the purpose of determining shareholders entitled to</P>
<P>receive any stock dividend, distribution or other right which will cause</P>
<P>any change or adjustment in the number, amount, price or nature of the</P>
<P>Common Stock or other stock, securities or assets deliverable on exercise</P>
<P>of the Warrants pursuant to the foregoing provisions, the Company shall</P>
<P>give to the Registered Holders of the Warrants at the addresses as may</P>
<P>appear on the books of the Company at least 15 days' prior written notice</P>
<P>to the effect that it intends to take such a record.  Such notice shall</P>
<P>specify the date as of which such record is to be taken; the purpose for</P>
<P>which such record is to be taken; and the number, amount, price and nature</P>
<P>of the Common Stock or other stock, securities or assets which will be</P>
<P>deliverable on exercise of the Warrants after the action for which such</P>
<P>record will be taken has been completed.  Without limiting the obligation</P>
<P>of the Company to provide notice to the Registered Holders of the Warrant</P>
<P>Certificates of any corporate action hereunder, the failure of the Company</P>
<P>to give notice shall not invalidate such corporate action of the Company.</P>

<P>&nbsp;</P>
<P>        G.      The Warrant shall not entitle the holder thereof to any of the rights</P>
<P>of shareholders or to any dividend declared on the Common Stock, unless the</P>
<P>Warrant is exercised and the Warrant Shares purchased prior to the record</P>
<P>date fixed by the Board of Directors of the Company for the determination</P>
<P>of holders of Common Stock entitled to such dividend or other right.</P>

<P>&nbsp;</P>
<P>        H.      No adjustment of the Exercise Price shall be made as a result of, or in</P>
<P>connection with, (i) the establishment of one or more employee stock option</P>
<P>plans for employees of the Company, or the modification, renewal or</P>
<P>extension of any such plan, or the issuance of Common Stock on exercise of</P>
<P>any options pursuant to any such plan, (ii) the issuance of individual</P>
<P>warrants or options to purchase Common Stock, the issuance of Common Stock</P>
<P>upon exercise of such warrants or options, or the issuance of Common Stock</P>
<P>in connection with compensation arrangements for directors, officers,</P>
<P>employees, consultants or agents of the Company or any Subsidiary, and the</P>
<P>like, or (iii) the issuance of Common Stock in connection with a merger,</P>
<P>acquisition of a going business or a portion thereof (whether for cash,</P>
<P>stock, notes, other securities, or a combination of cash and securities),</P>
<P>exchange of stock for stock, exchange of stock for assets, or like</P>
<P>transaction.</P>

<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its</P>
<P>President and its Secretary, each by a facsimile of his signature, and has</P>
<P>caused a facsimile of its corporate seal to be imprinted hereon.</P>

<P>&nbsp;</P>
<P>Dated: March 20, 2001.</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>David M. Loflin</P>
<P>President</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ Waddell D. Loflin</P>
<P>Waddell D. Loflin</P>
<P>Secretary</P>

<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>FORM OF ASSIGNMENT</P>
<P>To Be Executed by the Registered Holder if It</P>
<P>Desires to Assign Warrants Evidenced Hereby</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED      </P>
<P>hereby sells, assigns and transfers unto        </P>
<P>Warrants, evidenced hereby, and does hereby irrevocably constitute and</P>
<P>appoint _____________________________________________ Attorney to transfer</P>
<P>the said Warrants, evidenced hereby on the books of the Company, with full</P>
<P>power of substitution.</P>

<P>&nbsp;</P>
<P>Dated:                                          X       </P>
<P>                                                                Signature</P>

<P>&nbsp;</P>
<P>NOTICE:  The above signature must correspond with the name as written upon</P>
<P>the face of this Warrant in every particular, without alteration or</P>
<P>enlargement or any change whatsoever.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Signature Guaranteed:   </P>

<P>&nbsp;</P>
<P>FORM OF ELECTION TO PURCHASE</P>
<P>To be Executed by the Holder if He Desires</P>
<P>to Exercise Warrants Evidenced Hereby</P>

<P>&nbsp;</P>
<P>TO: USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>The undersigned hereby irrevocably elects to exercise ______________</P>
<P>Warrants evidenced hereby for, and to purchase hereunder,</P>
<P>__________________ full shares of Common Stock issuable upon exercise of</P>
<P>said Warrants and delivery of $_____________ and any applicable taxes.  The</P>
<P>undersigned requests that certificates for such shares be issued in the</P>
<P>name of:</P>

<P>&nbsp;</P>
<P>                                                                        </P>
<P>                        (Please print name and address)</P>

<P>&nbsp;</P>
<P>                                                                        </P>

<P>&nbsp;</P>
<P>If said number of Warrants shall not be all the Warrants evidenced hereby,</P>
<P>the undersigned requests that a new Warrant Certificate evidencing the</P>
<P>Warrants not so exercised be issued in the name of and delivered to:</P>

<P>&nbsp;</P>
<P>        </P>
<P>                                        (Please print name and address)</P>
<P>        </P>

<P>&nbsp;</P>
<P>Dated:                                                  X       </P>

<P>&nbsp;</P>
<P>NOTICE:  The above signature must correspond with the name as written upon</P>
<P>the face of the within Warrant Certificate in every particular, without</P>
<P>alteration or enlargement or any change whatsoever, or if signed by any</P>
<P>other person the Form of Assignment hereon must be duly executed and if the</P>
<P>certificate representing the shares or any Warrant Certificate representing</P>
<P>Warrants not exercised is to be registered in a name other than in which</P>
<P>the within Warrant Certificate is registered, the signature of the holder</P>
<P>hereof must be guaranteed.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Signature Guaranteed:   </P>

<P>&nbsp;</P>
<P>SIGNATURE MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTY.</P></FONT></BODY>
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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex10119.htm
<TEXT>

<HTML>
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<META NAME="Generator" CONTENT="Microsoft Word 97">
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<FONT FACE="Courier New" SIZE=2>
<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.119</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>****: subject to request for confidentiality</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                   USURF AMERICA RESELLER LICENSE AGREEMENT</P>

<P>&nbsp;</P>
<P>THIS USURF AMERICA RESELLER LICENSE AGREEMENT is made as of April 4, 2001</P>
<P>(the "Effective Date"), by and between USURF AMERICA, INC., a Nevada</P>
<P>corporation ("USURF"), and WIRELESS WEBCONNECT!, INC., a Florida</P>
<P>corporation ("WebCon") (together, the "Parties").</P>

<P>&nbsp;</P>
<P>WHEREAS, USURF has developed a proprietary high-speed, fixed-wireless</P>
<P>Internet access service that USURF markets under the name QUICK-CELL (the</P>
<P>"Service") as more fully defined in the attached Exhibit "A"; and</P>

<P>&nbsp;</P>
<P>WHEREAS, USURF desires to appoint WebCon as a non-exclusive reseller of the</P>
<P>Service in the United States, and WebCon wishes to accept such appointment,</P>
<P>all pursuant to the terms and conditions set forth in this Agreement;</P>

<P>&nbsp;</P>
<P>  Statement of Purpose.  The purpose for entering into this Agreement is to</P>
<P>bring the parties together to market and deliver a fixed-wireless Internet</P>
<P>access service to the public.  USURF has developed  and owns an integrated</P>
<P>fixed-wireless Internet access system consisting of a computer-based modem</P>
<P>and antenna capable of transmitting and receiving electromagnetic signals</P>
<P>through the air and a transmitter/receiver (server) capable of sending and</P>
<P>receiving such signals to and from the modem.  The combination of the</P>
<P>server and modems and antennas is referred to as Quick-Cell service.  The</P>
<P>server connects to the Internet backbone via a hard-wire connection, thus</P>
<P>giving the modem and computer access to the Internet without use of a</P>
<P>hard-wire or cable connection, that is, wireless access to the Internet.</P>
<P>WebCon has expertise and experience in the marketing and sale of wireless</P>
<P>Internet access service, including, without limitation, the creation and</P>
<P>development of promotional materials, advertising, solicitation of</P>
<P>subscriptions from end-users and first level customer support after</P>
<P>commencement of service.  Under this Agreement, WebCon and USURF will</P>
<P>select a series of locations for installation of a USURF Quick-Cell Server</P>
<P>Cell, and WebCon will solicit subscribers for the service in those</P>
<P>Quick-Cell Server Cell locations.  USURF will supply user-site modems and</P>
<P>antennas and will build and install the required server for connection to</P>
<P>the Internet.  The total cost of the work and materials necessary to the</P>
<P>construction of each Quick-Cell Server Cell site will be borne by WebCon.</P>
<P>The cell installation, user-modems, antennas, user installation and hookup</P>
<P>and related software will be provided by USURF to WebCon at WebCon's</P>
<P>expense, as described in this Agreement.  WebCon will invoice and receive</P>
<P>payment from the subscribers for the service; WebCon will pay to USURF a</P>
<P>monthly per-subscriber royalty upon receipt of invoice from USURF.  In</P>
<P>order to accomplish the purpose of this Agreement, </P>

<P>&nbsp;</P>
<P>  NOW, THEREFORE, in consideration of the mutual covenants, promises,</P>
<P>representations and warranties set forth herein, the parties hereby agree</P>
<P>as follows:</P>

<P>&nbsp;</P>
<P>1.  DEFINITIONS.</P>

<P>&nbsp;</P>
<P>  As used herein, the following terms have the meanings ascribed below:</P>

<P>&nbsp;</P>
<P>  1.1  "Affiliate" means any entity controlling, controlled by, or under</P>
<P>common control with, a party.</P>

<P>&nbsp;</P>
<P>  1.2  "Marks" means trademarks, service marks, logos and trade names,</P>
<P>whether or not registered.</P>

<P>&nbsp;</P>
<P>  1.3  "Promotional Materials" means promotional publications, documents,</P>
<P>software, equipment or other marketing collateral prepared and disseminated</P>
<P>by WebCon in connection with its efforts to sell the Service to Subscribers.</P>

<P>&nbsp;</P>
<P>  1.4  "Subscriber" means an end user of the Service.</P>

<P>&nbsp;</P>
<P>  1.5  "Subscriber Documentation" means documentation prepared by USURF (in</P>
<P>hard copy, electronic and/or online form) regarding the proper</P>
<P>installation, set-up and operation of the Service.</P>

<P>&nbsp;</P>
<P>  1.6  "Zone" means the area covered by a single Quick-Cell cell site.</P>

<P>&nbsp;</P>
<P>2.  RESALE OF THE SERVICE.</P>

<P>&nbsp;</P>
<P>  2.1  Appointment.  USURF hereby appoints WebCon, and WebCon hereby</P>
<P>accepts appointment, as USURF's non-exclusive reseller of the Service in</P>
<P>the United States. In connection therewith, WebCon will identify, register</P>
<P>and provide first level customer support to WebCon Subscribers in</P>
<P>accordance with this Agreement.</P>

<P>&nbsp;</P>
<P>  2.2  Nature of Appointment.  WebCon understands that, subject to Section</P>
<P>2.3, this appointment is non-exclusive as to USURF and that USURF may,</P>
<P>subject to paragraph 2.3, establish other means of distribution, appoint</P>
<P>other distributors and resellers, and/or use its own direct sales personnel</P>
<P>to identify, register and support Subscribers and to promote the Service.</P>
<P>Similarly, USURF understands that WebCon may market, sell and distribute</P>
<P>services similar or identical to the Service, provided by a third party</P>
<P>unaffiliated with WebCon.</P>

<P>&nbsp;</P>
<P>  2.3  Limited Non-compete.  Notwithstanding the non-exclusive nature of</P>
<P>this Agreement, so long as WebCon has substantially performed all of its</P>
<P>material obligations hereunder, USURF agrees not to appoint any other</P>
<P>reseller nor to compete directly with WebCon in any Zone, in which WebCon</P>
<P>is actively engaged in marketing or administering the service.</P>

<P>&nbsp;</P>
<P>  2.4  USURF's Rights.  Nothing in this Agreement will be construed in any</P>
<P>way to limit USURF's right, subject to Section 2.3, to enter into</P>
<P>arrangements of any kind whatsoever with other parties regarding the</P>
<P>marketing and distribution of the Service.  Nothing in this Agreement will</P>
<P>be construed in any way to limit WebCon's right to enter into agreements,</P>
<P>similar or dissimilar to this Agreement, with third parties regarding</P>
<P>similar services.</P>

<P>&nbsp;</P>
<P>3.  DUTIES OF WEBCON.</P>

<P>&nbsp;</P>
<P>  WebCon will have the following duties during the term of this Agreement:</P>

<P>&nbsp;</P>
<P>  3.1  Selection of Zone.  WebCon shall select a Zone within the United</P>
<P>States in which access to the Internet exists.  WebCon shall advise USURF,</P>
<P>in writing, of its selection of a Zone.</P>

<P>&nbsp;</P>
<P>  3.2  Selection of Quick-Cell Server Cell Site.  Promptly after selection</P>
<P>and notification of the selection of a Zone, WebCon, in consultation with</P>
<P>USURF, shall select and designate a location for installation of a</P>
<P>Quick-Cell Server Cell site within the selected Zone.  WebCon agrees that</P>
<P>USURF shall have the right to reject a potential Quick-Cell Server Cell</P>
<P>site, should technical considerations support such action.</P>

<P>&nbsp;</P>
<P>  3.3  Solicitation of Subscribers.  Immediately upon completion of its</P>
<P>obligations under paragraphs 3.1 and 3.2 hereof, WebCon shall commence</P>
<P>solicitation of Subscribers for the Service within the designated Zone.</P>
<P>WebCon shall attempt to obtain subscriptions from 200 Subscribers within</P>
<P>such designated Zone and shall notify USURF at such time that it has</P>
<P>obtained approximately 100 Subscribers.  At that time, WebCon shall request</P>
<P>USURF to construct a Quick-Cell Server Cell at the designated Quick-Cell</P>
<P>Server Cell location and shall deliver to USURF the documentation described</P>
<P>in Section 4.</P>

<P>&nbsp;</P>
<P>  3.4  Continuum of Effort.  WebCon agrees that its efforts in</P>
<P>establishment of Quick-Cell Service locations shall be an ongoing effort</P>
<P>and shall be pursued in a workmanlike and commercially reasonable manner.</P>
<P>WebCon further agrees that the soliciting and maintaining of Subscribers</P>
<P>shall be an ongoing effort and shall be pursued in a workmanlike and</P>
<P>commercially reasonable manner.  WebCon may exploit more than one Zone at a</P>
<P>time. For each Zone, the procedures set forth in paragraphs 3.1, 3.2 and</P>
<P>3.3 shall be followed by WebCon.</P>

<P>&nbsp;</P>
<P>  3.5  Promotional Materials and Documentation for Subscribers. </P>

<P>&nbsp;</P>
<P>    (a)  Promotional.  WebCon shall prepare and disseminate Promotional</P>
<P>Materials relating to sale of the Service.  USURF shall have and retain all</P>
<P>right, title and interest in and to all USURF Marks contained in such</P>
<P>materials.</P>

<P>&nbsp;</P>
<P>    (b)  Subscriber Documentation.  USURF shall prepare and administer all</P>
<P>USURF Subscriber Documentation.  USURF shall furnish to WebCon a copy of</P>
<P>all completed USURF Subscriber Documentation.  USURF will retain all right,</P>
<P>title and interest in and to all USURF Marks contained in such materials,</P>
<P>except to the extent that the Subscriber Documentation contains any WebCon</P>
<P>Marks which shall remain the exclusive property of WebCon.</P>

<P>&nbsp;</P>
<P>    (c)  Restrictions. Nothing herein will be construed as granting to</P>
<P>WebCon any proprietary rights (including any intellectual property rights)</P>
<P>to any of USURF's Marks.</P>

<P>&nbsp;</P>
<P>  3.6  Subscriber Support.  At all times during the term of this Agreement,</P>
<P>Webcon shall provide high quality first level customer support to WebCon</P>
<P>Subscribers.  WebCon shall be in compliance with the foregoing sentence,</P>
<P>should it put forth a good faith effort to resolve each customer's support</P>
<P>inquiry within 24 hours of each such customer's first contacting WebCon.</P>

<P>&nbsp;</P>
<P>  3.7  Branding.  The Service shall be co-branded by WebCon and USURF.</P>
<P>WebCon will display the USURF Quick-Cell Mark, in a manner visible to</P>
<P>WebCon Subscribers, on the modem connection window, in documentation</P>
<P>distributed to any WebCon Subscribers and on any sales support documents</P>
<P>prepared by WebCon, provided that WebCon's  brand may be the primary brand</P>
<P>visible to WebCon Subscribers.  WebCon shall bear all expenses relating to</P>
<P>marketing and branding expenses.  USURF will work with WebCon in good faith</P>
<P>to ensure that WebCon's brand has prominence in any and all materials made</P>
<P>available to WebCon Subscribers. </P>

<P>&nbsp;</P>
<P>  3.8  Compliance with Laws.  In performing its duties under this</P>
<P>Agreement, WebCon will at all times comply with all applicable federal,</P>
<P>state, and local laws and will not engage in any illegal or unethical</P>
<P>practices.</P>

<P>&nbsp;</P>
<P>4.  PURCHASES OF EQUIPMENT</P>

<P>&nbsp;</P>
<P>  4.1  Purchase of Quick-Cell Server Cell(s).  Immediately upon completion</P>
<P>of its obligations under paragraphs 3.1, 3.2 and 3.3 hereof, WebCon shall</P>
<P>deliver to USURF a duly executed purchase order, in the form of Exhibit "B"</P>
<P>hereto, which shall be prepared by USURF and which shall relate to the</P>
<P>purchase by WebCon of a Quick-Cell Server Cell in a Zone.  It is agreed by</P>
<P>the parties that each Quick-Cell Server Cell shall be installed at a cost</P>
<P>not to exceed $****.</P>

<P>&nbsp;</P>
<P>  4.2  Purchase of User-Modems, Related Equipment.  To purchase user-modems</P>
<P>and related equipment necessary for customers to utilize the Service,</P>
<P>WebCon shall deliver to USURF a duly executed purchase order, in the form</P>
<P>of Exhibit "C" hereto, which shall be prepared by USURF and which shall</P>
<P>relate to the purchase of such user-modems and related equipment.  It is</P>
<P>agreed by the parties that each user-modem and item of related equipment</P>
<P>shall be sold by USURF to WebCon at a price equal to USURF's actual cost.</P>
<P>It is further agreed that **** user-modems (including related equipment)</P>
<P>shall be the minimum order.</P>

<P>&nbsp;</P>
<P>  4.3  Installation and Equipment.  WebCon shall not engage in any</P>
<P>construction or installation of any Quick-Cell Server Cell site, or any</P>
<P>part thereof, or any installation of a Webcon Subscriber's user-modem, and</P>
<P>shall not purchase any item of equipment necessary for the construction,</P>
<P>installation or use of the Service from any person other than USURF or an</P>
<P>affiliate of USURF.  However, if, for any reason, USURF or an affiliate of</P>
<P>USURF shall be unable to provide necessary installation services or ordered</P>
<P>equipment within 30 days of WebCon's submission of a purchase order for</P>
<P>installation services or equipment, then WebCon may seek other sources for</P>
<P>its needed installation services or equipment.  Further, should USURF be</P>
<P>adjudicated a bankrupt at any time during the term of this Agreement, then</P>
<P>WebCon may seek other sources for its needed installation services or</P>
<P>equipment.</P>

<P>&nbsp;</P>
<P>  4.4  Standard Conditions of Sale.  The following Standard Conditions of</P>
<P>Sale shall apply to any transaction contemplated by Sections 4.1 and 4.2:</P>

<P>&nbsp;</P>
<P>    (a)  Purchase Orders.</P>

<P>&nbsp;</P>
<P>      (1)  Products.  WebCon's purchase order, upon acceptance of same by</P>
<P>USURF, shall constitute a separate contract and, as such, is subject to,</P>
<P>and expressly conditioned upon, this paragraph 4.4.  A purchase order</P>
<P>submitted by WebCon shall be binding immediately upon USURF's acceptance</P>
<P>thereof, subject to this paragraph 4.4, regardless of the provisions,</P>
<P>conditions or terms contained in such purchase order. Any provisions,</P>
<P>conditions or terms contained in such purchase order, which are in addition</P>
<P>to or not consistent with this paragraph 4.4 are null and void and not</P>
<P>binding on USURF. As used in this paragraph 4.4, "Products" means the</P>
<P>Quick-Cell hardware components manufactured or developed by, or on behalf</P>
<P>of, Seller, which are being sold to Purchaser pursuant to a purchase order,</P>
<P>but not the operation system software manufactured or developed by, or on</P>
<P>behalf of, Seller, which is being licensed to Purchaser.</P>

<P>&nbsp;</P>
<P>      (2)  Installation.  Upon acceptance of WebCon's purchase order, USURF</P>
<P>shall promptly install the Products at WebCon's designated Zone.  The</P>
<P>installation shall be done in a good and workmanlike manner and shall be</P>
<P>tested and completed within the time period provided in the purchase order.</P>

<P>&nbsp;</P>
<P>    (b)  Terms of Sale.  All shipments are to be made f.o.b. USURF's</P>
<P>manufacturing location, freight collect, unless otherwise specified, except</P>
<P>that title and ownership of Products will remain with USURF (or,</P>
<P>alternatively, WebCon grants USURF a security interest in such Products)</P>
<P>until the purchase price (including, but not limited to, all interest,</P>
<P>costs and taxes, if any) has been paid in full.</P>

<P>&nbsp;</P>
<P>    (c)  Taxes.  The prices set forth in any purchase order will include</P>
<P>all amounts of applicable federal, state, provincial or local excise,</P>
<P>sales, use, service, occupation, property or similar taxes (including but</P>
<P>not limited to goods and services taxes).  If any such taxes are later</P>
<P>determined to be applicable to a transaction or USURF is required to pay or</P>
<P>bear the burden thereof, the prices set forth in such a purchase order</P>
<P>shall be increased by the amount of such taxes and any interest or penalty</P>
<P>thereon, and WebCon shall pay to USURF the full amount of any such increase</P>
<P>no later than thirty (30) days after the receipt of USURF's invoice</P>
<P>therefor. A request for exemption from any tax must be accompanied by a</P>
<P>properly completed tax exemption certificate. USURF shall have the right to</P>
<P>include taxes which may be applicable to the price set forth in such a</P>
<P>purchase order in the event that WebCon does not supply to USURF, prior to</P>
<P>shipment, properly completed sales, use and federal excise tax exemption</P>
<P>certificates.</P>

<P>&nbsp;</P>
<P>    (d)  Warranty.  USURF warrants that, for a period of one year from the</P>
<P>first commercial use of Products, such Products will be free from defects</P>
<P>in materials and workmanship under normal use and operation. USURF's sole</P>
<P>and exclusive obligation in respect of any Product which fails to conform</P>
<P>to the foregoing warranty is to repair or replace such Product, provided</P>
<P>that (1) USURF receives written notice of the defect during the period of</P>
<P>warranty and (2) any nonconforming modem is returned at WebCon's expense to</P>
<P>USURF at a location to be designated by USURF. WebCon hereby releases</P>
<P>USURF, its employees, agents and subcontractors from any liabilities,</P>
<P>demands, claims, actions, lawsuits, damages, losses and expenses</P>
<P>(including, but not limited to, reasonable attorneys' fees) in respect of</P>
<P>the Products arising out of any breach of this agreement by WebCon or any</P>
<P>negligence or intentional misconduct on the part of any of WebCon's</P>
<P>employees, agents or representatives, except as set forth in subparagraph</P>
<P>(e) below.  In no event shall USURF be liable for any special, incidental</P>
<P>or consequential damages to WebCon or any third party caused by any</P>
<P>defective Product, whether the defect is warranted against or not. USURF</P>
<P>shall have no obligation under this warranty to make repairs or</P>
<P>replacements necessitated by catastrophe, fault or negligence, misuse,</P>
<P>abuse or accident of WebCon or other users. THE FOREGOING WARRANTY IS IN</P>
<P>LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS,</P>
<P>IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS</P>
<P>FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.</P>

<P>&nbsp;</P>
<P>    (e)  Patents/Patent Applications.  USURF will indemnify, defend and</P>
<P>hold harmless WebCon from and against any and all liabilities, demands,</P>
<P>claims, actions, lawsuits, damages, losses and expenses, including, but not</P>
<P>limited to, reasonable attorneys' fees, which arise from the purchase, sale</P>
<P>and/or use of Products furnished by USURF to WebCon under this License</P>
<P>Agreement and which are based on any alleged or actual infringement or</P>
<P>other unauthorized use of any patent, copyright or trade secret of a third</P>
<P>person, and provided that USURF shall have no obligation to WebCon unless</P>
<P>WebCon (i) gives USURF prompt written notice of and control over the</P>
<P>defense and settlement of each such demand, claim, action, and lawsuit and</P>
<P>(ii) cooperates fully, at USURF's expense, in such defense and settlement.</P>
<P>Further, if Products ordered by WebCon from USURF become or, in USURF's</P>
<P>opinion, are likely to become the subject of a claim of infringement or</P>
<P>other unauthorized use of a patent, copyright or trade secret of a third</P>
<P>person or to raise any issue of infringement or other unauthorized use of a</P>
<P>patent, copyright or trade secret of a third person, WebCon shall permit</P>
<P>USURF, at USURF's election and expense, (a) to procure for WebCon the right</P>
<P>to purchase, use and sell and/or continue purchasing, using and selling</P>
<P>Products from USURF or (b) to modify the Products or replace the Products</P>
<P>with comparable products so that the Products ordered by WebCon from USURF</P>
<P>become non-infringing or free from such claim of unauthorized use provided</P>
<P>that such modifications or replacements are made in a manner which does not</P>
<P>materially impair WebCon's existing use, if any, of the Products or (c) to</P>
<P>remove the Products purchased from USURF and refund the purchase price and</P>
<P>the transportation and installation costs of such removed Products. THE</P>
<P>FOREGOING IS WEBCON'S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTIES,</P>
<P>CONDITIONS OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OF</P>
<P>USURF AGAINST INFRINGEMENT, AND WEBCON HEREBY WAIVES ALL OTHER REMEDIES IN</P>
<P>RESPECT THERETO.</P>

<P>&nbsp;</P>
<P>    (f)  Delays.  USURF shall in no event be liable for any delay due</P>
<P>directly or indirectly to causes beyond the control and without the fault</P>
<P>or negligence of USURF, including, but not restricted to, acts of God, acts</P>
<P>of the public enemy, acts of any federal, state, provincial or local</P>
<P>government, or any political subdivision of the foregoing, acts of WebCon,</P>
<P>its agents, employees, or subcontractors, explosions, fires, floods,</P>
<P>epidemics, quarantine restrictions, strikes, freight embargoes and</P>
<P>shortages, unusually severe weather conditions and defaults of suppliers or</P>
<P>subcontractors due to any such causes.</P>

<P>&nbsp;</P>
<P>    (g)  Change Order.  Once a purchase order is delivered by WebCon to</P>
<P>USURF, WebCon may not, after 72 hours of delivery, change any such purchase</P>
<P>order, unless such a change shall be in writing and accepted by USURF in</P>
<P>writing.</P>

<P>&nbsp;</P>
<P>    (h)  Purchase Orders; Modifications.  All purchase orders placed by</P>
<P>WebCon with USURF as are accepted are subject to this paragraph 4.4.  The</P>
<P>terms of this paragraph 4.4 shall apply to each purchase order and no</P>
<P>terms, conditions or warranties other than those stated in this paragraph</P>
<P>4.4, and no agreement or understanding, oral or written, in any way</P>
<P>purporting to modify the terms of this paragraph 4.4, whether contained in</P>
<P>WebCon's purchase order forms, or elsewhere, shall be binding on USURF,</P>
<P>unless set forth in a written document which (i) specifically refers to the</P>
<P>terms of this paragraph 4.4 and (ii) has been executed by duly authorized</P>
<P>representatives of WebCon and USURF.</P>

<P>&nbsp;</P>
<P>    (i)  Assignment.  WebCon may not assign any of its rights under any</P>
<P>purchase order.</P>

<P>&nbsp;</P>
<P>    (j)  Form of Purchase Order.  WebCon shall only utilize purchase order</P>
<P>forms prepared by USURF and delivered to WebCon.</P>

<P>&nbsp;</P>
<P>5.  GRANT OF LICENSE</P>

<P>&nbsp;</P>
<P>    (a)  Non-exclusive License; No Sublicensing.  USURF hereby grants to</P>
<P>WebCon a non-exclusive license to (1) utilize the "USURF Wireless" and</P>
<P>"Quick-Cell" trade names and (2) utilize know-how relating to USURF's</P>
<P>Quick-Cell Wireless Internet access system (the "Invention") (collectively,</P>
<P>the "Licensed Property"), in commerce, subject to the limitations set forth</P>
<P>below in subparagraph (c) below.  As used herein,"know-how" shall mean all</P>
<P>technical knowledge, data or other information of USURF concerning the</P>
<P>design or operation of the Licensed Property or any improvement thereto,</P>
<P>whether now possessed by USURF, or developed thereby.  WebCon shall not</P>
<P>grant, or attempt to grant, a sublicense in and to the Licensed Property or</P>
<P>any part thereof.</P>

<P>&nbsp;</P>
<P>    (b)  Use of Marks in Advertising.  WebCon shall, in every communication</P>
<P>advertising the "USURF Wireless Internet" and/or the "Quick-Cell" service,</P>
<P>utilize the graphical representations relating to those trade marks as may</P>
<P>be provided from time to time to WebCon by USURF.  WebCon shall bear the</P>
<P>entire cost of utilizing such graphical representations as required by this</P>
<P>subparagraph (b).</P>

<P>&nbsp;</P>
<P>    (c)  Limitation of Area of Usage; Commencement of License.  WebCon</P>
<P>shall have the exclusive right to exploit the non-exclusive license granted</P>
<P>herein in the coverage area of the Quick-Cell Server Cell that is the</P>
<P>subject of a specific purchase order (the "Territory").  Each non-exclusive</P>
<P>license granted in and to the Licensed Property shall commence upon the</P>
<P>first commercial usage of the Licensed Property in the Territory.</P>

<P>&nbsp;</P>
<P>    Such exclusive right to exploit the Territory licensed in the foregoing</P>
<P>sentence shall terminate immediately and without notice to WebCon, should</P>
<P>WebCon be, at any time and in any manner, more than 30 days late in making</P>
<P>any payment required hereunder.  Should such circumstance occur, USURF</P>
<P>shall have the right to grant a license similar to the license granted</P>
<P>hereunder to one or more other persons located in the Territory.</P>

<P>&nbsp;</P>
<P>    (d)  Best Efforts.  WebCon shall employ its best efforts to maximize</P>
<P>the commercial exploitation of the Licensed Property in the Territory.</P>

<P>&nbsp;</P>
<P>    (e)  Representations by USURF.  USURF represents that: (1) USURF has</P>
<P>the right to grant the non-exclusive license relating to the "USURF</P>
<P>Wireless Internet" and "Quick-Cell" trade names hereby granted and has</P>
<P>executed no agreement in conflict herewith; and (2) USURF is the exclusive</P>
<P>owner of the know-how relating to the Invention licensed hereby, has</P>
<P>executed no agreement in conflict herewith, and has the right to grant the</P>
<P>non-exclusive license relating to the know-how relating to the Invention.</P>

<P>&nbsp;</P>
<P>    (f)  Representations and Warranties of WebCon.  WebCon represents and</P>
<P>warrants that WebCon shall not permit, allow or otherwise condone the use</P>
<P>of the Licensed Property other than in strict accordance with the terms and</P>
<P>conditions contained herein.  WebCon further represents and warrants that</P>
<P>it shall not permit, allow or otherwise condone the attachment of a</P>
<P>security interest in and to the Licensed Property.  It is specifically</P>
<P>agreed by the parties that a violation of this paragraph shall cause the</P>
<P>immediate termination of the license granted hereby.</P>

<P>&nbsp;</P>
<P>    (g)  Necessary Information and Documents.  USURF shall furnish to</P>
<P>WebCon all necessary information and written documents relating to the</P>
<P>Licensed Property as may be necessary for WebCon to exploit the</P>
<P>non-exclusive license granted herein.</P>

<P>&nbsp;</P>
<P>    (h)  Royalties.</P>

<P>&nbsp;</P>
<P>      (1)  WebCon shall pay to USURF, as a monthly royalty, a sum</P>
<P>calculated pursuant to the following table:</P>

<P>&nbsp;</P>
<P>           Number of Subscribers*</P>
<P>           Utilizing a Specific Licensed       Monthly Royalty Fee</P>
<P>           Quick-Cell Server Cell              Per Subscriber</P>

<P>&nbsp;</P>
<P>           1 through 200                       $**** per Subscriber</P>
<P>           201 through 400                     $**** per Subscriber</P>
<P>           401 through 600                     $**** per Subscriber</P>
<P>           601 and above                       $**** per Subscriber</P>
<P>           ________________</P>
<P>           * "Subscriber" equals each 256/bps of bandwidth, or portion</P>
<P>thereof,</P>
<P>           subscribed for by customers of WebCon.</P>

<P>&nbsp;</P>
<P>      USURF will, on or before the tenth day of each calendar month,</P>
<P>invoice WebCon for the prior month's per-subscriber royalty fees pursuant</P>
<P>to the foregoing table and WebCon will pay such invoice.  The terms of such</P>
<P>invoice will be "net 30".  The number of subscribers shall be determined as</P>
<P>of the last day of the calendar month for which USURF is invoicing.</P>

<P>&nbsp;</P>
<P>      (2)  Overdue Payments.  If WebCon fails to pay an amount required to</P>
<P>be paid to USURF hereunder, within the period prescribed for such payment,</P>
<P>the unpaid amount will bear interest at 1.5% per month, from the last day</P>
<P>for payment until payment thereof is made to USURF.</P>

<P>&nbsp;</P>
<P>    (i)  Technical Assistance.  Upon WebCon's written request, USURF will</P>
<P>provide to WebCon, at WebCon's expense, such additional engineering and/or</P>
<P>technical services as may be necessary for WebCon to exploit the</P>
<P>non-exclusive license granted hereby.  WebCon shall pay USURF for such</P>
<P>services at an hourly rate of $****.  In addition, WebCon shall reimburse</P>
<P>USURF for such reasonable travel, lodging and per diem expenses as its</P>
<P>employees may incur in providing such services.</P>

<P>&nbsp;</P>
<P>    (j)  Term.  Any non-exclusive license granted to WebCon shall remain</P>
<P>and continue in full force and effect throughout the remaining term of this</P>
<P>Agreement, including any renewal term or terms hereof.</P>

<P>&nbsp;</P>
<P>    (k)  Termination of License.</P>

<P>&nbsp;</P>
<P>      (1)  If any payment is in default for 30 days after written notice is</P>
<P>given to WebCon either by facsimile or registered mail, and such default</P>
<P>continues for a period of 30 days after written notice thereof is given to</P>
<P>WebCon, or if WebCon is adjudicated a bankrupt or insolvent, or enters into</P>
<P>a composition with its creditors, or if a receiver is appointed for any</P>
<P>substantial portion of WebCon's assets, then USURF shall have the right</P>
<P>immediately to terminate any and all licenses granted hereunder, whereupon</P>
<P>the rights and licenses granted hereunder to WebCon shall become void</P>
<P>without prejudice to any remedy of USURF for the recovery of any moneys due</P>
<P>it hereunder and without prejudice to any other rights or remedies of USURF.</P>

<P>&nbsp;</P>
<P>      It is acknowledged by WebCon that, should it continue to use the</P>
<P>Licensed Property following the termination of any license granted</P>
<P>hereunder, USURF would have no adequate remedy at law with respect to such</P>
<P>unlawful continued use of the Licensed Property.  In such instance, USURF</P>
<P>shall be entitled to seek and obtain, from a court of competent</P>
<P>jurisdiction, injunctive relief against WebCon.</P>

<P>&nbsp;</P>
<P>      (2)  USURF shall, at any time during the term of any license granted</P>
<P>hereunder, have the right to terminate any such license, for cause.  For</P>
<P>purposes of this paragraph, "for cause" shall mean:  (1) WebCon shall have</P>
<P>failed to advertise to the public the Licensed Property in a commercially</P>
<P>reasonable manner; or (2) WebCon shall have failed to protect the good will</P>
<P>and reputation associated with the "USURF Wireless Internet" and</P>
<P>"Quick-Cell" trade names in a commercially reasonable manner.</P>

<P>&nbsp;</P>
<P>      (3)  USURF may, in its sole discretion, terminate any and all</P>
<P>licenses granted hereunder, upon the sale or other transfer of more than</P>
<P>49% of the outstanding common stock of WebCon or upon a change in control</P>
<P>of WebCon.  In this regard, WebCon shall notify USURF in writing of any</P>
<P>such event not less than five (5) business days prior to the occurrence of</P>
<P>the triggering event.</P>

<P>&nbsp;</P>
<P>      (4)  Upon termination pursuant to this paragraph (k), WebCon shall</P>
<P>duly account to USURF and transfer to it all rights which WebCon may have</P>
<P>in the Licensed Property.</P>

<P>&nbsp;</P>
<P>    (l)  Purchase of Equipment.  The purchase of additional equipment</P>
<P>necessary to the implementation and usage of the Licensed Property shall be</P>
<P>made pursuant to Section 4 of this Agreement.  All such sales of equipment</P>
<P>by USURF to WebCon shall be made pursuant to paragraph 4.4 of this Agreement.</P>

<P>&nbsp;</P>
<P>    (m)  Records.  WebCon will make accurate business records showing the</P>
<P>number of customers using the Quick-Cell Server Cell purchased hereunder.</P>
<P>WebCon will maintain such records for a period of two years.</P>

<P>&nbsp;</P>
<P>    (n)  Bankruptcy.  Should USURF, pursuant to, or within the meaning of,</P>
<P>any bankruptcy law, (a) commence a voluntary case, (b) consent to the entry</P>
<P>of an order for relief against it in an involuntary case, (c) consent to</P>
<P>the appointment of a custodian of it or for all or substantially all of its</P>
<P>property or (d) make a general assignment for the benefit of its creditors,</P>
<P>then WebCon shall be entitled to continue to use the technology and marks</P>
<P>of USURF in each and every Zone in which it has been granted a license</P>
<P>pursuant to this Agreement, provided WebCon shall continue to perform under</P>
<P>this Agreement.  It is further agreed by the parties that, upon the</P>
<P>occurrence of any event described in the foregoing sentence, WebCon shall</P>
<P>have the right to seek other sources for installation services and</P>
<P>equipment necessary to its continued exploitation of the technology and</P>
<P>marks in the Zones licensed hereunder.</P>

<P>&nbsp;</P>
<P>6.  DUTIES OF USURF.</P>

<P>&nbsp;</P>
<P>  6.1  Quick-Cell Installation. </P>

<P>&nbsp;</P>
<P>    (a)  Cell Site.  USURF shall install each Quick-Cell Server Cell</P>
<P>purchased by WebCon in a workmanlike and commercially reasonable manner,</P>
<P>all as to be described in each purchase order relating to the purchase of a</P>
<P>Quick-Cell Server Cell.</P>

<P>&nbsp;</P>
<P>    (b)  User-Modems.  USURF shall install, or cause to be installed, each</P>
<P>Subscriber user-modem (including related equipment) in a workmanlike and</P>
<P>commercially reasonable manner.  It is agreed that USURF's charge per</P>
<P>standard user-modem installation shall not exceed $****; non-standard</P>
<P>installations shall be priced on a job-by-job basis and shall be</P>
<P>pre-approved in writing by WebCon.  On a weekly basis, USURF will invoice</P>
<P>WebCon for customer installations completed during the preceding week and</P>
<P>WebCon will pay such invoice.  The terms of such invoice will be "net 30".</P>

<P>&nbsp;</P>
<P>  6.2  Connection to the Internet.  USURF shall, at all times during the</P>
<P>term of this Agreement, provide to each Zone a connection to the Internet</P>
<P>that provides adequate bandwidth to permit WebCon Subscribers to utilize</P>
<P>the Service in the manner bargained for by them.  In this regard, USURF</P>
<P>agrees that its network will provide 25% redundancy which shall be secured</P>
<P>from a bandwidth provider other than USURF's primary bandwidth provider and</P>
<P>guarantees that 95% of WebCon Subscribers will have Internet access at a</P>
<P>speed of not less than 256/bps at least 98% of the time.  In the event that</P>
<P>more than five (5) percent of Subscribers experience less than 256 Kbps</P>
<P>service for more than five (5) percent of a single month, WebCon shall</P>
<P>reduce the royalty payments to USURF as given in 5.h. by ten (10) percent</P>
<P>for that month. If more than five (5) percent of Subscribers experience</P>
<P>less than 256 Kbps service for more than ten (10) percent of a single</P>
<P>month, WebCon shall reduce the royalty payments to USURF as given in 5.h.</P>
<P>by fifteen (15) percent for that month. If more than five (5) percent of</P>
<P>Subscribers experience less than 256 Kbps service for more than twenty (20)</P>
<P>percent of a single month, WebCon shall eliminate the royalty payments to</P>
<P>USURF as given in 5.h. for that month.</P>

<P>&nbsp;</P>
<P>  6.3  Subscriber Support.  At all times during the term of this Agreement,</P>
<P>USURF shall provide high quality second level customer support to WebCon</P>
<P>Subscribers.  For purposes of this Agreement, "second level customer</P>
<P>support" shall mean any support service that requires a visit to a</P>
<P>customer's premises.  For a period of one year from the date of</P>
<P>installation, USURF shall provide equipment-related and</P>
<P>installation-related customer support at no charge.  If WebCon refers</P>
<P>customer support from first level to second level more than three times in</P>
<P>a month for reasons that could have been reasonably resolved by WebCon,</P>
<P>then, for all subsequent referrals during that month, USURF shall provide</P>
<P>the requested customer support services at WebCon's expense, not to exceed</P>
<P>$**** per referral.  All other customer support services provided by USURF</P>
<P>shall be provided at WebCon's expense, not to exceed $**** per event.</P>
<P>USURF shall provide support services to WebCon at no charge.</P>

<P>&nbsp;</P>
<P>  6.4  Quick-Cell Server Cell Support.  In consideration for the royalty</P>
<P>payments as set out in 5.h., USURF shall maintain WebCon's Quick-Cell</P>
<P>Server Cells in the field by ensuring that at least that 95% of WebCon</P>
<P>Subscribers will have Internet access at a speed of not less than 256 Kbps</P>
<P>at least 98% of the time.</P>

<P>&nbsp;</P>
<P>  6.5  Payments to Vendors.  USURF shall make timely payments to all</P>
<P>vendors who provide goods and/or services to USURF with respect to its</P>
<P>obligations under this Agreement, including, without limitation, tower</P>
<P>lease payments and payments for bandwidth.  USURF agrees that WebCon shall</P>
<P>be listed as a party to be provided notices under each tower lease referred</P>
<P>to in the foregoing sentence.  Should USURF fail to make any such payment,</P>
<P>WebCon shall have the right, but not the obligation, to make such a payment</P>
<P>and to deduct the amount of such payment from the monthly invoice of USURF</P>
<P>delivered to WebCon pursuant to paragraph 5(h) of this Agreement.</P>

<P>&nbsp;</P>
<P>7.  PRICING; ACCOUNTING.</P>

<P>&nbsp;</P>
<P>  7.1  Pricing; WebCon Subscriber Billing.  WebCon will invoice WebCon</P>
<P>Subscribers monthly in advance.  The charges for Service shall initially be</P>
<P>as described in Exhibit "D".  Should the charges for Service change, WebCon</P>
<P>will promptly advise USURF of the changes in writing.</P>

<P>&nbsp;</P>
<P>  7.2  Accounting.  WebCon shall have the right to inspect the books and</P>
<P>records of USURF related to the Service at all reasonable times and it may</P>
<P>copy, at its expense, all such accounting records.  USURF shall have the</P>
<P>right to inspect the books and records of WebCon related to the Service at</P>
<P>all reasonable times and it may copy, at its expense, all such accounting</P>
<P>records.  The rights of inspection described above may be exercise during</P>
<P>normal business hours upon 72-hours' notice.  Each of the parties shall be</P>
<P>required to maintain the books and records related to the Service for a</P>
<P>period of two years.</P>

<P>&nbsp;</P>
<P>  7.3  Licenses, Expenses and Taxes.  USURF will obtain and maintain, at</P>
<P>its own expense, right of way and similar licenses, registrations, permits</P>
<P>and approvals needed for it to deploy a Quick-Cell Server Cell site.</P>
<P>WebCon will obtain and maintain, at its own expense, any additional</P>
<P>licenses, registrations, permits and approvals related to the use of the</P>
<P>Service by any WebCon Subscriber that USURF cannot obtain because it is not</P>
<P>the contracting party with the Subscriber.  Except as otherwise set forth</P>
<P>herein, each party will pay all of its own marketing and advertising costs</P>
<P>and all expenses of its office, employees and other activities under this</P>
<P>Agreement.  WebCon will be solely responsible for payment of any and all</P>
<P>federal, state and local taxes arising from or imposed on the payments made</P>
<P>by WebCon Subscribers to WebCon under this Agreement.</P>

<P>&nbsp;</P>
<P>8.  CONFIDENTIALITY.</P>

<P>&nbsp;</P>
<P>  8.1  For the purposes of this Agreement, "Confidential Information" means</P>
<P>information about the disclosing party's business or activities that is</P>
<P>proprietary and confidential, which includes all business, financial,</P>
<P>technical, non-technical and other information of a party marked or</P>
<P>designated by such party as "confidential" or "proprietary"; or information</P>
<P>which, by the nature of the circumstances surrounding the disclosure, ought</P>
<P>in good faith to be treated as confidential. Confidential Information also</P>
<P>includes proprietary or confidential information of any third party that</P>
<P>may disclose such information to either party in the course of such party's</P>
<P>business.</P>

<P>&nbsp;</P>
<P>  8.2  Confidential Information will not include information that (a) is in</P>
<P>or enters the public domain without breach of this Agreement, (b) the</P>
<P>receiving party lawfully receives from a third party without restriction on</P>
<P>disclosure and without breach of a nondisclosure obligation (c) is approved</P>
<P>for release by written authorization of the disclosing party (d) the</P>
<P>receiving party knew prior to receiving such information from the</P>
<P>disclosing party or (e) develops independently without reference to the</P>
<P>disclosing party's Confidential Information as shown by the receiving</P>
<P>party's files and records immediately prior to the time of disclosure.</P>

<P>&nbsp;</P>
<P>  8.3  By virtue of this Agreement, each party hereto may disclose to the</P>
<P>other any information that is Confidential Information. Such Confidential</P>
<P>Information will be governed by the terms of this Section 8. Each party</P>
<P>agrees to use the Confidential Information of the other party solely to the</P>
<P> extent necessary to fulfill its obligations or exercise its rights</P>
<P>hereunder, and not for any other purpose.</P>

<P>&nbsp;</P>
<P>  8.4  Each party agrees (a) that it will disclose such Confidential</P>
<P>Information only to its employees, agents and contractors with a need to</P>
<P>know such Confidential Information and who have obligations of</P>
<P>confidentiality not to use such Confidential Information for any purpose</P>
<P>except as expressly permitted hereunder, (b) that it will not disclose to</P>
<P>any third party or use any Confidential Information disclosed to it by the</P>
<P>other except as expressly permitted in this Agreement, and (c) that it will</P>
<P>take all reasonable measures to maintain the confidentiality of all</P>
<P>Confidential Information of the other party in its possession or control,</P>
<P>which will, in no event, be less than the measures it uses to maintain the</P>
<P>confidentiality of its own information of similar importance.</P>

<P>&nbsp;</P>
<P>  8.5  Notwithstanding the foregoing, each party may disclose Confidential</P>
<P>Information (a) to the extent required by a court of competent jurisdiction</P>
<P>or other governmental authority or otherwise as required by law, provided</P>
<P>that the receiving party uses reasonable efforts to provide the disclosing</P>
<P>party with prior notice of such obligation to disclose and reasonably</P>
<P>assists in seeking a protective order thereof or (b) on a "need-to-know"</P>
<P>basis under an obligation of confidentiality to its legal counsel,</P>
<P>accountants, banks and other financing sources and their advisors.</P>

<P>&nbsp;</P>
<P>  8.6  Within fifteen (15) days of receipt of a written request for the</P>
<P>return of Confidential Information, all disclosing party's Confidential</P>
<P>Information and all copies thereof in receiving party's possession or</P>
<P>control will be returned to disclosing party or destroyed by receiving</P>
<P>party at disclosing party's instruction. Receiving party will then certify</P>
<P>the same in writing and that no copies have been retained by receiving</P>
<P>party, its employees, agents or contractors.</P>

<P>&nbsp;</P>
<P>  8.7  Each party acknowledges that unauthorized disclosure or use of the</P>
<P>Confidential Information may cause irreparable harm to the other party for</P>
<P>which recovery of money damages would be inadequate, and the other party</P>
<P>will therefore be entitled to seek timely injunctive relief to protect its</P>
<P>rights under this Agreement, in addition to any and all remedies available</P>
<P>at law.</P>

<P>&nbsp;</P>
<P>The terms and conditions of this Agreement will be deemed to be the</P>
<P>Confidential Information of each party and will not be disclosed without</P>
<P>the written consent of the other party.</P>

<P>&nbsp;</P>
<P>  8.8  Any WebCon Subscriber information, including, but not limited to,</P>
<P>names, addresses, ZIP codes, marketing plans and competitive information,</P>
<P>provided by WebCon to USURF for the purpose of customer installation and</P>
<P>compliance with local, state or federal law or for any other purpose, shall</P>
<P>be considered Confidential and Proprietary to WebCon.  USURF will not use</P>
<P>such WebCon Subscriber information in any manner that is not expressly</P>
<P>permitted under this Agreement without the express written permission of an</P>
<P>authorized WebCon employee or in violation of applicable law or regulation.</P>
<P>Notwithstanding the foregoing, USURF may use WebCon Subscriber information</P>
<P>in aggregate form for internal business purposes, provided that USURF does</P>
<P>not use any identifying personal information. Nothing in this Agreement</P>
<P>shall be construed to override or supersede requirements promulgated</P>
<P>pursuant to the Telecommunications Act of 1996 (the "Act") and lawfully in</P>
<P>effect, with respect to the treatment of Customer Proprietary Network</P>
<P>Information (as defined in the Act).</P>

<P>&nbsp;</P>
<P>  8.9  WebCon further agrees that it, including any of its affiliates,</P>
<P>employees, agents or consultants, shall not reverse engineer, reverse</P>
<P>assemble or otherwise attempt to recreate or duplicate any model or working</P>
<P>model capable of performing the functions of any portion or all of USURF's</P>
<P>wireless Internet access system and related products.</P>

<P>&nbsp;</P>
<P>9.  TERM AND TERMINATION.</P>

<P>&nbsp;</P>
<P>  9.1  Initial Term and Renewal. The term of the Agreement will commence on</P>
<P>the Effective Date and will continue in full force until June 30, 2011,</P>
<P>unless earlier terminated in accordance with Section 8.2 or 8.3.  The term</P>
<P>shall be automatically renewed for additional one-year periods at the end</P>
<P>of such term, unless one of the parties gives written notice of termination</P>
<P>not less than 60 days prior to the end of any term, including any renewal</P>
<P>term.</P>

<P>&nbsp;</P>
<P>  9.2  Termination for Cause by USURF.  USURF will have the right to</P>
<P>terminate this Agreement upon written notice to WebCon, if WebCon breaches</P>
<P>any of its material duties or obligations under provisions of this</P>
<P>Agreement and has not cured such breach within thirty (30) days after</P>
<P>receipt of written notice thereof.</P>

<P>&nbsp;</P>
<P>  9.3  Termination for Cause by WebCon.   WebCon will have the right to</P>
<P>terminate this Agreement upon written notice to USURF, if USURF breaches</P>
<P>any of its material duties or obligations under provisions of this</P>
<P>Agreement and has not cured such breach within ten (10) days after receipt</P>
<P>of written notice thereof.</P>

<P>&nbsp;</P>
<P>  For purposes of this paragraph and notwithstanding paragraph 15.9 of this</P>
<P>Agreement, WebCon will have the right to terminate this Agreement for</P>
<P>cause, in the event that less than 95% of WebCon Subscribers are able to</P>
<P>access the Internet, at a speed of not less than 256/bps with 25%</P>
<P>redundancy, less than 98% of the time, during any three months, consecutive</P>
<P>or non-consecutive, during any twelve-month period.</P>

<P>&nbsp;</P>
<P>10.  EFFECT OF EXPIRATION OR TERMINATION.</P>

<P>&nbsp;</P>
<P>  10.1  End of Authority; Return of Property.  Except as expressly provided</P>
<P>herein, upon expiration or termination of this Agreement for any reason,</P>
<P>WebCon's authority to act as a reseller on behalf of USURF, to register</P>
<P>Subscribers and to use the Marks described in Section 11 will immediately</P>
<P>cease.</P>

<P>&nbsp;</P>
<P>  10.2  WebCon Subscribers. In the event that the term of a WebCon</P>
<P>Subscriber agreement extends beyond the expiration or termination of this</P>
<P>Agreement, this Agreement shall continue in effect to the extent required</P>
<P>to provide Service to such WebCon Subscriber(s) for a period that shall</P>
<P>expire immediately upon the expiration of the last WebCon Subscriber</P>
<P>agreement.</P>

<P>&nbsp;</P>
<P>11.  TRADEMARKS.</P>

<P>&nbsp;</P>
<P>  During the term of this Agreement, WebCon will have a non-transferable,</P>
<P>non-exclusive right to use the Marks of USURF, provided that such use is</P>
<P>solely in order to fulfill WebCon's obligations under this Agreement.</P>
<P>Except for the limited right to use USURF's Marks as set forth in this</P>
<P>Section 11, nothing in this Agreement will be construed to grant WebCon any</P>
<P>right, title or interest in and to USURF's Marks.WebCon acknowledges</P>
<P>USURF's exclusive ownership of USURF's Marks and agrees not to take any</P>
<P>action inconsistent with such ownership. WebCon will not adopt, use or</P>
<P>attempt to register any trademarks, service marks or trade names that are</P>
<P>confusingly similar  to the USURF Marks set forth on Exhibit "E".  WebCon</P>
<P>will comply with any written trademark policies or guidelines concerning</P>
<P>use of USURF's Marks that USURF furnishes toWebCon from time to time.</P>
<P>WebCon will provide to USURF, at no cost to USURF and prior to any use,</P>
<P>examples of WebCon's use of USURF's Marks and will obtain USURF's written</P>
<P>approval prior to such use, which approval shall not be unreasonably</P>
<P>withheld, conditioned or delayed. USURF shall not use WebCon's Marks for</P>
<P>any reason, without the express written approval of WebCon.</P>

<P>&nbsp;</P>
<P>12.  INDEPENDENT CONTRACTORS.</P>

<P>&nbsp;</P>
<P>  WebCon and USURF are independent contractors. Except in connection with</P>
<P>the acquisition of Subscribers by WebCon according to the terms of this</P>
<P>Agreement, neither party will have or represent that it has the right,</P>
<P>power or authority to bind, contract or commit the other party or to create</P>
<P>any obligation on behalf of the other party. This Agreement will not be</P>
<P>deemed to create any agency, partnership or joint venture between the</P>
<P>parties. </P>

<P>&nbsp;</P>
<P>13.  INDEMNITY.</P>

<P>&nbsp;</P>
<P>  13.1  Indemnification by WebCon. WebCon will defend, indemnify and hold</P>
<P>harmless USURF,  its affiliates and their respective officers, directors,</P>
<P>employees and agents from and against all claims, liabilities and expenses</P>
<P>asserted by third parties (including reasonable attorneys expenses) to the</P>
<P>extent arising out of (a) any breach by WebCon of any warranty made by</P>
<P>WebCon under this Agreement; (b) any statement, representation or warranty</P>
<P>made by WebCon relating to the Service that (i) was not approved in advance</P>
<P>and in writing by USURF or (ii) differs from the representations and</P>
<P>warranties made by USURF in the then-current version of the Subscriber</P>
<P>Documentation; or (c) the negligence or intentional misconduct of WebCon or</P>
<P>any of its employees, agents or representatives. THIS SECTION CONSTITUTES</P>
<P>USURF'S SOLE AND EXCLUSIVE REMEDY, AND WEBCON'S SOLE OBLIGATION AND</P>
<P>LIABILITY IN THE EVENT OF ANY THIRD PARTY CLAIM AGAINST USURF OF THE TYPE</P>
<P>LISTED IN THIS SECTION.</P>

<P>&nbsp;</P>
<P>  13.2  Indemnification by USURF.  USURF will defend, indemnify and hold</P>
<P>harmless WebCon, its affiliates and their respective officers, directors,</P>
<P>employees and agents from and against all claims, liabilities and expenses</P>
<P>asserted by third parties (including reasonable attorneys' fees) to the</P>
<P>extent arising out of (a) any breach by USURF of any warranty made by USURF</P>
<P>under this Agreement or regarding the Service, (b) any breach of</P>
<P>representations and warranties made by USURF in the then-current version of</P>
<P>the Subscriber Documentation or (c) the negligence or intentional</P>
<P>misconduct of USURF or any of its employees, agents or representatives.</P>
<P>THIS PARAGRAPH CONSTITUTES WEBCON'S SOLE AND EXCLUSIVE REMEDY, AND USURF'S</P>
<P>SOLE OBLIGATION AND LIABILITY IN THE EVENT OF ANY THIRD PARTY CLAIM AGAINST</P>
<P>WEBCON OF THE TYPE LISTED IN THIS PARAGRAPH.</P>

<P>&nbsp;</P>
<P>  13.3  The foregoing indemnities are conditioned on the indemnified party</P>
<P>(a) promptly notifying the indemnifying party in writing of such action or</P>
<P>claim, (b) giving the indemnifying party sole control of the defense</P>
<P>thereof and any related settlement negotiations, provided, however, that</P>
<P>any such settlement which imposes injunctive or other equitable relief</P>
<P>binding upon the indemnified party will require the indemnified party's</P>
<P>prior written consent (which consent may be granted or withheld in the sole</P>
<P>discretion of the indemnified party), and (c) cooperating and, at</P>
<P>indemnifying party's reasonable request and expense, assisting in such</P>
<P>defense.</P>

<P>&nbsp;</P>
<P>  13.4  Notwithstanding any other provision of this Agreement, the</P>
<P>indemnifying party's obligations under this Section will not extend to any</P>
<P>third party claims for consequential, indirect, exemplary, special or</P>
<P>incidental damages.</P>

<P>&nbsp;</P>
<P>14.  DISCLAIMER OF WARRANTIES.</P>

<P>&nbsp;</P>
<P>  OTHER THAN THOSE WARRANTIES CONTAINED IN PARAGRAPHS 4.4 (d) AND (e), 5(e)</P>
<P>AND 13.2 OF THIS AGREEMENT, USURF DISCLAIMS ALL WARRANTIES, WHETHER</P>
<P>EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, INCLUDING ANY AND ALL</P>
<P>WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT</P>
<P>THE SERVICE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. </P>

<P>&nbsp;</P>
<P>15.  GENERAL.</P>

<P>&nbsp;</P>
<P>  15.1  Notices.  All notices and consents required or permitted under this</P>
<P>Agreement must be in writing; must be personally delivered or sent by</P>
<P>registered or certified mail (postage prepaid), by private courier, or by</P>
<P>facsimile (receipt confirmed and with a copy sent by registered or</P>
<P>certified mail), in each case to the appropriate party at the address set</P>
<P>forth below; and will be effective upon receipt. Each party may change its</P>
<P>address and/or addressee for receipt of notices by giving notice of the new</P>
<P>address and/or addressee to the other party.</P>

<P>&nbsp;</P>
<P>            If to USURF, to:               If to WebCon, to:</P>

<P>&nbsp;</P>
<P>            USURF America, Inc.            WIRELESS WEBCONNECT!, INC.</P>
<P>            8748 Quarters Lake Road        620 Lakeview Drive</P>
<P>            Baton Rouge, Louisiana 70809   Clearwater, Florida 33756</P>
<P>            Facsimile: 225-922-9123        Facsimile: (727) 448-0949</P>
<P>            Attention: David M. Loflin     Attention: G. T. Finn</P>

<P>&nbsp;</P>
<P>            Copy to:                       Copy to:</P>

<P>&nbsp;</P>
<P>            Eric Newlan, Esq.              __________________________</P>
<P>            Newlan &amp; Newlan                __________________________</P>
<P>            819 Office Park Circle         __________________________</P>
<P>            Lewisville, Texas 75057        __________________________</P>
<P>            Facsimile: 972-353-8304        Facsimile: _________________</P>

<P>&nbsp;</P>
<P>  15.2  Dispute Resolution  Arbitration.  In the event of a dispute</P>
<P>between the parties arising out of this Agreement, both USURF and WebCon</P>
<P>agree to submit such dispute to arbitration before the American Arbitration</P>
<P>Association (the "Association") at its Dallas, Texas, offices, in</P>
<P>accordance with the then-current rules of the Association; the award given</P>
<P>by the arbitrators shall be binding and a judgment can be obtained on any</P>
<P>such award in any court of competent jurisdiction.  It is expressly agreed</P>
<P>that the arbitrators, as part of their award, can award attorneys' fees to</P>
<P>the prevailing party.</P>

<P>&nbsp;</P>
<P>  15.3  Severability.  If any provision of this Agreement is held by a</P>
<P>court of law to be illegal, invalid or unenforceable, the legality,</P>
<P>validity and enforceability of the remaining provisions of this Agreement</P>
<P>will not be affected or impaired thereby and the illegal, invalid or</P>
<P>unenforceable provision will be deemed modified, such that it is legal,</P>
<P>valid, and enforceable and accomplishes the intention of the parties to the</P>
<P>fullest extent possible.</P>

<P>&nbsp;</P>
<P>  15.4  Waivers.  The failure of either party to enforce any provision of</P>
<P>this Agreement, unless waived in writing by such party, will not constitute</P>
<P>a waiver of that party's right to enforce that provision or any other</P>
<P>provision of this Agreement.</P>

<P>&nbsp;</P>
<P>  15.5  Assignments. Neither party may assign or transfer any of its rights</P>
<P>under this Agreement to any third party, by operation of law or otherwise,</P>
<P>without the prior written consent of the other party.</P>

<P>&nbsp;</P>
<P>  15.6  Construction.  There are no intended third party beneficiaries of</P>
<P>this Agreement. The headings of Sections and subsections of this Agreement</P>
<P>are for convenience and will not be construed to alter the meaning of any</P>
<P>provision of this Agreement. Unless otherwise expressly stated, the word</P>
<P>"including" when used in this Agreement means "including but not limited to". </P>

<P>&nbsp;</P>
<P>  15.7  Entire Agreement and Amendments.  This Agreement constitutes the</P>
<P>entire agreement between the parties and supersedes all previous written or</P>
<P>oral communications or understandings between them relating to the subject</P>
<P>matter of this Agreement. This Agreement may be amended only in writing</P>
<P>signed by both parties.</P>

<P>&nbsp;</P>
<P>  15.8  Counterparts.  This Agreement may be executed in identical</P>
<P>counterparts, each of which will be an original and which together will</P>
<P>constitute the same instrument.</P>

<P>&nbsp;</P>
<P>  15.9  Force Majeure.  Should USURF be prevented from performing under</P>
<P>this Agreement, including performing under any purchase order delivered by</P>
<P>WebCon to USURF pursuant to this Agreement, by operation of force majeure,</P>
<P>then, while so prevented, USURF's obligation shall be suspended and USURF</P>
<P>shall not be liable in damages for failure to comply with such obligation;</P>
<P>and the time while USURF is so prevented shall not be counted against</P>
<P>USURF.  For purposes of this paragraph, "force majeure" shall include, but</P>
<P>not be limited to, acts of God, war, labor strikes and civil unrest.</P>
<P>Notwithstanding the foregoing, should USURF be prevented from performing</P>
<P>due to force majeure for a period of greater than 14 days, then WebCon</P>
<P>shall have the right to cancel the purchase order affected by such force</P>
<P>majeure.</P>

<P>&nbsp;</P>
<P>  15.10  Governing Law.  The validity, performance and construction of this</P>
<P>Agreement shall be governed by the laws of the State of Texas.</P>

<P>&nbsp;</P>
<P>  IN WITNESS WHEREOF, the parties have executed this Agreement as of the</P>
<P>Effective Date.</P>

<P>&nbsp;</P>
<P>            USURF AMERICA, INC.              WIRELESS WEBCONNECT!, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>            By: /s/ David M. Loflin          By: /s/ Mike Campbell</P>
<P>                David M. Loflin</P>
<P>                President</P>

<P>&nbsp;</P>
<P>It is further agreed that USRUF shall not issue any press release</P>
<P>mentioning Wireless WebConnect!, Inc. by name without permission as per</P>
<P>Section 8.7.</P>

<P>&nbsp;</P>
<P>                        /s/ initialed           /s/ initialed</P>
<P>                           WWC                 USURF</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                 Exhibit "A"</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>          Description of Quick-Cell Fixed-Wireless Internet Access System</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>          Description of Quick-Cell Fixed-Wireless Internet Access System</P>

<P>&nbsp;</P>
<P>                       (one 2.4 US.RF Radio Server Cell;</P>
<P>                       one 180  panel antennae; one 150'</P>
<P>                       CAT5 cable; one 10ft one half in  cable; one</P>
<P>                       bit-rate controller; mounting hardware</P>
<P>                       and cables; and operational software)</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                 Exhibit "B"</P>

<P>&nbsp;</P>
<P>             Form of Purchase Order Quick-Cell Server Cell</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                            USURF Wireless, Inc.</P>
<P>                          8748 Quarters Lake Road</P>
<P>                       Baton Rouge, Louisiana 70809</P>
<P>                               225.922.7744</P>
<P>                            225.922.9123 (fax)</P>
<P>                          e-mail: info@usurf.com</P>

<P>&nbsp;</P>
<P>                    PURCHASE ORDER NO. _______________</P>

<P>&nbsp;</P>
<P>SHIP TO:     ___________________</P>
<P>             ___________________</P>
<P>             ___________________</P>

<P>&nbsp;</P>
<P>Quantity      Description                           Price          Total     </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>    1         Quick-Cell Server Cell                $____         $________</P>
<P>              (one 2.4 US.RF Radio Server Cell;</P>
<P>              one 180  panel antennae; one 150'</P>
<P>              CAT5 cable; one 10 ft one half in cable; one</P>
<P>              bit-rate controller; mounting hardware</P>
<P>              and cables; and operational software)</P>

<P>&nbsp;</P>
<P>    1         Installation of Quick-Cell Server      _____         ________</P>
<P>              Location: ____________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                             BALANCE DUE                          $________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Install Date: not later than ____ days from of acceptance of Purchase Order.</P>

<P>&nbsp;</P>
<P>Payment Terms: ****% **** (****) days prior to start of installation.</P>

<P>&nbsp;</P>
<P>Incorporation by Reference: The provisions of Paragraph 4.4, Section 5,</P>
<P>Section 8, Paragraph 15.9 and Paragraph 15.10 of that certain USURF America</P>
<P>Reseller License Agreement, dated as of April ____, 2001, between USURF</P>
<P>America, Inc. and Wireless WebConnect!, Inc., are incorporated herein and</P>
<P>made a part hereof by this reference as though fully set forth.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                   Exhibit "C"</P>

<P>&nbsp;</P>
<P>             Form of Purchase Order  User Modems and Related Items</P>

<P>&nbsp;</P>
<P>                               USURF Wireless, Inc.</P>
<P>                             8748 Quarters Lake Road</P>
<P>                          Baton Rouge, Louisiana 70809</P>
<P>                                  225.922.7744</P>
<P>                               225.922.9123 (fax)</P>
<P>                             e-mail: info@usurf.com</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                       PURCHASE ORDER NO. _______________</P>

<P>&nbsp;</P>
<P>SHIP TO:     ___________________</P>
<P>             ___________________</P>
<P>             ___________________</P>

<P>&nbsp;</P>
<P>Quantity      Description                           Price          Total     </P>

<P>&nbsp;</P>
<P>  200         CPE</P>
<P>              (customer modem)                      $_____         _________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                         BALANCE DUE                              $_________</P>

<P>&nbsp;</P>
<P>Ship Date: within 10 days of acceptance of Purchase Order.</P>

<P>&nbsp;</P>
<P>Payment Terms: ****% with Purchase Order.</P>

<P>&nbsp;</P>
<P>Incorporation by Reference: The provisions of Paragraph 4.4, Section 8,</P>
<P>Paragraph 15.9 and Paragraph 15.10 of that certain USURF America Reseller</P>
<P>License Agreement, dated as of April ____, 2001, between USURF America,</P>
<P>Inc. and Wireless WebConnect!, Inc., are incorporated herein and made a</P>
<P>part hereof by this reference as though fully set forth.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                  Exhibit "D"</P>

<P>&nbsp;</P>
<P>                         Initial Service Price List</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                 Exhibit "E"</P>

<P>&nbsp;</P>
<P>                                 USURF Marks</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                                 USURF Marks</P>

<P>&nbsp;</P>
<P>                               "USURF America"</P>

<P>&nbsp;</P>
<P>                               "USURF Wireless"</P>

<P>&nbsp;</P>
<P>                                 "Quick-Cell"</P></FONT></BODY>
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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.120</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>IBC.TV, LLC</P>

<P>&nbsp;</P>
<P>Business To Business Financial Marketing Agreement</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>This Agreement is made and entered into this 10th day of April, 2001, by</P>
<P>and between IBC.TV, LLC. ("IBC.TV"), 19800 MacArthur Blvd., Suite 880,</P>
<P>Irvine, CA 92612, and Usurf America, Inc. ("Client").</P>

<P>&nbsp;</P>
<P>About IBC.TV</P>

<P>&nbsp;</P>
<P>IBC.TV is a ``The Next Generation Wireless Broadband Media Network'' via</P>
<P>its financial news and business to business exchange platform  www.IBC.Tv.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>RECITALS</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Whereas Client wishes to engage IBC in enhancing its Business to Business</P>
<P>advertising and marketing strategy; </P>

<P>&nbsp;</P>
<P>Whereas IBC is agreeable to assist Client in enhancing its Internet</P>
<P>Business Strategy through design and implementation of a comprehensive</P>
<P>strategic Internet advertising and marketing campaign;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>AGREEMENT</P>
<P>        </P>

<P>&nbsp;</P>
<P>                NOW THEREFORE, in consideration of mutual covenants and conditions herein</P>
<P>contained, the parties agree as follows:</P>

<P>&nbsp;</P>
<P>                1.      Recitals.  The recitals stated above are incorporated herein by this</P>
<P>reference as if set forth in full at this point.</P>

<P>&nbsp;</P>
<P>                2.      Advertising, Marketing and E-Business.  IBC will provide to the Client</P>
<P>the following services:</P>

<P>&nbsp;</P>
<P>SERVICES</P>

<P>&nbsp;</P>
<P>ADVERTISING AND MARKETING SERVICES</P>

<P>&nbsp;</P>
<P>The pillar of IBC's Online Investor Relations and Product or Service</P>
<P>Advertising Campaign is implemented on our dial up and broadband financial</P>
<P>programming channels:</P>

<P>&nbsp;</P>
<P>        Private Label Corporate Broadband TV Channel on IBC.TV </P>

<P>&nbsp;</P>
<P>Recently launched, IBC.Tv is a next generation global business network</P>
<P>featuring the highest quality broadband programming and video on demand</P>
<P>headlines, B2B exchanges, and financial services for Financial</P>
<P>Institutions, Growth Companies, and Investors.</P>

<P>&nbsp;</P>
<P>Audio / Video Press Releases</P>
<P>Digital Audio CEO Interview streaming</P>
<P>Audio / Video Interview</P>
<P>Online Conference Calls</P>
<P>Updating the Client's web site as needed</P>
<P>Corporate financial information and data</P>
<P>Stock quotes, charts, financials and corporate news</P>
<P>An inquiry database for visitors to the web site</P>
<P>B2B Exchange Listing For Company Products and Services </P>
<P>Broadband Company Profile including :30 Sec. Flash commercial </P>
<P>Press Releases included on home page and IBC email investment newsletter</P>

<P>&nbsp;</P>
<P>GLOBAL ADVERTISING AND MARKETING </P>

<P>&nbsp;</P>
<P>IBC will design and implement a Global advertising and marketing campaign</P>
<P>on behalf of client.  IBC drives traffic to its channels and its clients</P>
<P>web sites through its ongoing aggressive global advertising campaign.  IBC</P>
<P>currently advertises on all mediums of communiqu&eacute; including print, radio,</P>
<P>television, and online to maximize the branding effect.  Our advertising</P>
<P>has been seen on CNBC Television, Barron's, Raging Bull, CBS Marketwatch,</P>
<P>TheStreet.com.</P>

<P>&nbsp;</P>
<P>BUSINESS TO BUSINESS FINANCIAL SERVICES</P>

<P>&nbsp;</P>
<P>IBC will design and implement clients products and services into its</P>
<P>Business to Business RFP  Exchange.  IBC'S Business to Business RFP</P>
<P>Exchange provides buyers and providers with a faster, less expensive, and</P>
<P>more efficient way of doing business.  In partnership with the Newmediary</P>
<P>network comprises more than 30 partner directories and currently features</P>
<P>close to 20,000 registered service providers, who have gained access to</P>
<P>over $200 million in qualified RFPs. Buyers use directories to identify,</P>
<P>contact and select service providers that meet their outsourcing needs.</P>
<P>Providers use the directories to market their capabilities as well as</P>
<P>respond to active sales leads and RFPs. </P>

<P>&nbsp;</P>
<P>Based in Newton, Mass., Newmediary was founded in April 1999. The company</P>
<P>is privately held and backed by leading venture capital firms including, GE</P>
<P>Equity, Advanced Technology Ventures, Commonwealth Capital, and Still River</P>
<P>Fund. Newmediary's management team hails from such leading B2B</P>
<P>organizations as The New York Times Company Digital, Engage, Ziff-Davis and</P>
<P>Cahners.</P>

<P>&nbsp;</P>
<P>CAPITAL FORMATION AND STRATEGIC PARTNERING SERVICES </P>

<P>&nbsp;</P>
<P>Traditional: IBC will introduce client to its relationships with brokerage</P>
<P>firms, banks, and VC funds.</P>

<P>&nbsp;</P>
<P>Online:  IBC will use its proprietary process to obtain indications of</P>
<P>interest from its database of over 3000 venture funding sources and forward</P>
<P>qualified leads to client.  </P>

<P>&nbsp;</P>
<P>Strategic Partnership Development: IBC currently has strategic business</P>
<P>relationships with Fortune 500 companies which it can draw upon to meet the</P>
<P>outsourcing resource needs of our clients.  IBC's relationships include</P>
<P>Nasdaq, Amex, ON24, Primezone, Newmediary, MarketXT, AvantGo, StockPoint,</P>
<P>and Morningstar.</P>

<P>&nbsp;</P>
<P>                3.      Compensation: In consideration of Consultant's services as delineated</P>
<P>in Paragraph 2, above, Client agrees to issue to IBC, within five (5) days</P>
<P>of the execution of this Agreement, 300,000 shares of Client's Common</P>
<P>Stock, restricted under Rule 144 of the Securities Act of 1933.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                4.      Necessary Costs and Expenses:  CLIENT  shall be responsible for all</P>
<P>out-of pocket expenses, travel expenses, third party expenses, filing fees,</P>
<P>copy and mailing  and other necessary and reasonable expenses that IBC may</P>
<P>incur with CLIENT 's prior approval in performing Consulting Services under</P>
<P>this Agreement.</P>
<P> </P>

<P>&nbsp;</P>
<P>                5.      Term of Agreement:      This Agreement shall become effective April</P>
<P>12,2001, and shall remain in full force and effect for a period of six</P>
<P>months from that date.</P>

<P>&nbsp;</P>
<P>                6.      Client Representations and Indemnification</P>

<P>&nbsp;</P>
<P>                        a.      Client represents that all information provided to IBC used in</P>
<P>performance of IBC's duties under this Agreement shall be true and correct,</P>
<P>and shall disclose all material facts and shall not omit any facts</P>
<P>necessary to make statements on behalf of the Client true and correct.  The</P>
<P>Client assumes and claims all responsibility for the content of information</P>
<P>provided to IBC by Client which may or shall be disseminated by IBC to</P>
<P>third parties and/or any member of the public on behalf of the Client.</P>

<P>&nbsp;</P>
<P>                        b.      Client further represents that the transactions regarding the</P>
<P>issuance of its stock pursuant to terms of Paragraph 3 of this Agreement</P>
<P>are in compliance with and are not violative of any SEC or IRS statutes,</P>
<P>regulations, rules or guidelines, or any rule, regulation, or guideline of</P>
<P>the exchange on which shares of this Company trade. </P>

<P>&nbsp;</P>
<P>                        c.      The execution and delivery of this Agreement does not, and the</P>
<P>consummation of the transactions contemplated hereby will not, violate any</P>
<P>provision of the Client's Articles of Incorporation or Bylaws or other</P>
<P>governing Corporate resolutions.  The Client has carried out all actions</P>
<P>required by governing federal or state law and/or regulations, the Client's</P>
<P>own Articles of Incorporation, Bylaws, and/or governing Corporate</P>
<P>resolutions to authorize the execution and delivery of this Agreement,</P>
<P>including the provisions for compensation as described in Paragraph 3; and</P>
<P>the person(s) executing this Agreement on behalf of the Client have been</P>
<P>delegated full power, authority and legal right to execute this Agreement.</P>
<P>This Agreement constitutes a valid and binding obligation of the Client.</P>

<P>&nbsp;</P>
<P>                        d.      Client will indemnify and defend IBC, its officers, employees,</P>
<P>representatives and agents against all claims, proceedings, suits or other</P>
<P>matters that might be asserted against IBC, its officers, employees,</P>
<P>representatives and agents by reason of this Agreement, and Client will pay</P>
<P>IBC's reasonable attorneys' fees and expenses in connection with such</P>
<P>matters; provided that, IBC acts within the scope of this agreement and is</P>
<P>not grossly negligent in performances of services to or on behalf of the</P>
<P>Client.</P>

<P>&nbsp;</P>
<P>                7.      Consultant's Independent Contractor Status: For purposes of this</P>
<P>Agreement, IBC is an independent contractor. IBC's obligations under this</P>
<P>Agreement consist solely of the services delineated in Paragraph 2 of this</P>
<P>Agreement.  In no event shall IBC  or its employees or contract personnel</P>
<P>be deemed Client's employees or be considered to be acting as the agent of</P>
<P>Client or otherwise be considered as representing or having the authority</P>
<P>or power to bind Client to any agreement. All final decisions with respect</P>
<P>to acts of Client or its affiliates, whether or not made pursuant to or in</P>
<P>reliance on information or advice provided by IBC pursuant to this</P>
<P>Agreement, shall be those of Client or its affiliates, and IBC shall under</P>
<P>no circumstances be liable for any expense incurred or loss suffered by</P>
<P>Client as a consequences of such actions or decisions. </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>8.      IBC's Commitment to Full Performance, Right to Provide Services to</P>
<P>Others: IBC will allocate sufficient time and resources to insure full</P>
<P>performance of services to Client, as delineated in Paragraph 2 of this</P>
<P>Agreement.  IBC reserves the right during the term of this Agreement to</P>
<P>provide consulting and other services of the type described in Paragraph 2</P>
<P>of this Agreement to other companies engaged in businesses of the same or</P>
<P>similar nature to Client who may have need for the services IBC provides.     </P>

<P>&nbsp;</P>
<P>                9.      Renewal:  This Agreement may be renewed on the terms and conditions</P>
<P>set forth herein by mutual written agreement of the parties.</P>

<P>&nbsp;</P>
<P>                10.     Termination of Agreement:  The Agreement may be terminated at the end</P>
<P>of any month during the term as defined in Paragraph 5, above, by mutual</P>
<P>agreement of the IBC and Client; neither IBC nor Client may terminate the</P>
<P>Agreement without consent of the other.  In the event that IBC and Client</P>
<P>agree to terminate:</P>

<P>&nbsp;</P>
<P>                        a.      IBC and Client must evidence their mutual accord by a writing dated</P>
<P>and executed by both parties identifying the date of termination;</P>

<P>&nbsp;</P>
<P>                        b.      IBC agrees to endorse over and transfer back to Client share</P>
<P>certificates equal in amount on a pro rata basis to the number of months</P>
<P>remaining under the term of the Agreement for which services will not be</P>
<P>provided as the result of the termination.</P>

<P>&nbsp;</P>
<P>                11.     Notices:        All notices, demands or requests ("Notices") which are</P>
<P>required or permitted to be given </P>
<P>pursuant to this Agreement shall be in writing.  Notices shall be delivered</P>
<P>personally, by commercial carrier, by </P>
<P>facsimile transmission or by registered or certified mail, postage prepaid,</P>
<P>addressed to a party as stated below:</P>
<P>                                        </P>
<P>                                                   </P>
<P>                        If to Client</P>

<P>&nbsp;</P>
<P>                </P>

<P>&nbsp;</P>
<P>                        If to IBC</P>

<P>&nbsp;</P>
<P>                                </P>
<P>                        IBC.TV LLC</P>
<P>                        19000 MacArthur Blvd.</P>
<P>                        Suite 880</P>
<P>                        Irvine, California 92612</P>
<P>                        Attn: Matthew Marcus</P>
<P>        </P>

<P>&nbsp;</P>
<P>                Notice given personally, by commercial carrier and by facsimile</P>
<P>transmission shall be deemed effective upon delivery.  Notice given by</P>
<P>United States mail is effective the third United States Post Office</P>
<P>delivery day after the date of mailing.  Either party to this Agreement may</P>
<P>change its address for Notice by notice given pursuant to this section.</P>

<P>&nbsp;</P>
<P>                12.  Entire Agreement.  The making, execution and delivery of this</P>
<P>Agreement has not been induced by any representation, statement, warranties</P>
<P>or Agreements other than those expressed in this Agreement.  This Agreement</P>
<P>embodies the entire understanding of the parties.  There are no other</P>
<P>Agreements or understandings, written or oral, in effect between the</P>
<P>parties relating to the subject matter of this Agreement, unless expressly</P>
<P>referenced in this Agreement.  </P>

<P>&nbsp;</P>
<P>                13.     Amendment.  This Agreement may not be amended, changed and/or</P>
<P>modified  except by a written agreement signed by all of the parties.</P>

<P>&nbsp;</P>
<P>                14.     Non-Waiver.  No waiver of or failure by any party to enforce a</P>
<P>provision, covenant, condition or right under this Agreement (collectively,</P>
<P>"Right") shall be construed as a subsequent waiver of the same Right or a</P>
<P>waiver of any other Right.  No extension of time for performance of any</P>
<P>obligations or acts shall be deemed an extension of the time for</P>
<P>performance of any other obligations or acts.  If any action by any party</P>
<P>shall require the consent or approval of another party, such consent to or</P>
<P>approval of such action on any one occasion shall not be deemed a consent</P>
<P>to or approval of such action on any subsequent occasion or a consent to or</P>
<P>approval of any other action on the same or any subsequent occasion.</P>
<P>                        </P>
<P>                15.     Captions.  The captions, section numbers and paragraph numbers</P>
<P>appearing in this Agreement are inserted only as a matter of convenience</P>
<P>and do not define, limit, nor in any way affect this Agreement.</P>

<P>&nbsp;</P>
<P>                16.     Mandatory Arbitration.  The parties will attempt to resolve their</P>
<P>disputes through negotiation. The term "disputes" includes, without</P>
<P>limitation, any disagreements between the parties concerning the existence,</P>
<P>formation and interpretation of any provision of this Agreement.  Failure</P>
<P>to resolve disputes by negotiation of any controversy or claim between the</P>
<P>parties relating to </P>
<P>this Agreement and/or any claim based on or arising from an alleged failure</P>
<P>of a party to comply with the provisions of the Agreement shall be resolved</P>
<P>by arbitration.  Either party may commence the arbitration by sending a</P>
<P>written notice of arbitration to the other party.  The arbitration shall be</P>
<P>held by the American Arbitration Association, pursuant to the Commercial</P>
<P>Arbitration Rules of the American Arbitration Association then in effect.</P>
<P>The arbitrator shall be an attorney or judge knowledgeable in the matters</P>
<P>relating to such dispute.  Such arbitration shall be binding and conclusive</P>
<P>upon the parties and judgment may be entered upon such decision in</P>
<P>accordance with applicable law in any court having jurisdiction thereof.</P>
<P>Notwithstanding anything contained herein, the parties reserve the right to</P>
<P>seek a judicial temporary restraining order, preliminary injunction and</P>
<P>other similar short term equitable relief prior to the appointment of the</P>
<P>arbitrator.  The Arbitral Tribunal will have the right to make a final</P>
<P>determination of the parties' rights, including whether to make permanent,</P>
<P>modify or dissolve any such judicial order.</P>

<P>&nbsp;</P>
<P>                17.     Attorneys' Fees. If any party to this Agreement shall institute an</P>
<P>arbitration or any other action or proceeding to interpret or enforce this</P>
<P>Agreement, or to obtain damages by reason of any alleged breach of this</P>
<P>Agreement, the prevailing party shall be entitled to recover costs of suit</P>
<P>or arbitration and a reasonable sum for attorneys fees, all of which shall</P>
<P>be deemed to have accrued upon the commencement of such action and shall be</P>
<P>paid whether or not such action is prosecuted to award/judgment.  The</P>
<P>award/judgment or order entered shall contain a specific provision</P>
<P>providing for the recovery of attorneys' fees and costs incurred in</P>
<P>enforcing such award/judgment or order.  For the purpose of this section,</P>
<P>attorneys fees shall include, without limitation, fees incurred in the</P>
<P>following:  (a)  Post judgment motions;  (b)  Contempt proceedings;    (c)</P>
<P>Garnishment levy and debtor and third-party examination;  (d)  Discovery;</P>
<P>(e)  Bankruptcy litigation.</P>

<P>&nbsp;</P>
<P>                18.     Successors and Assigns.  This Agreement and the rights and</P>
<P>obligations of the parties shall be binding upon and inure to the benefit</P>
<P>of the parties and their respective successors and permitted assigns.</P>

<P>&nbsp;</P>
<P>                19.     Severability.  If any provision of this Agreement is found to be</P>
<P>invalid or unenforceable by any court or Arbitral Tribunal, only that</P>
<P>provision will be ineffective, unless its validity or unenforceability will </P>
<P>defeat an essential business purpose of this Agreement.</P>
<P>                                                </P>
<P>                20.     Governing Law.  This Agreement shall be construed and enforced</P>
<P>according to the laws of the State of California.</P>

<P>&nbsp;</P>
<P>                21.     Counterparts and Copies.  This Agreement may </P>
<P>be executed in multiple counterparts, each of which shall be deemed an</P>
<P>original, all of which shall constitute but one Agreement.  Copies of this</P>
<P>Agreement, including facsimile copies may be used in lieu of the originals</P>
<P>for all purposes.  If a party signs this Agreement, then transmits any</P>
<P>electronic facsimile of the signature page to any other party, that party</P>
<P>receiving transmission may rely upon the facsimile as a signed original of</P>
<P>this Agreement.</P>
<P>                </P>
<P>                22.     Consent to Jurisdiction.  The parties hereto consent to the</P>
<P>jurisdiction of the American Arbitration Association and hereby waive any</P>
<P>and all venue and jurisdictional objections, whether personal or subject</P>
<P>matter, thereto, and also consent to service of process by any means</P>
<P>authorized pursuant to California law.</P>

<P>&nbsp;</P>
<P>                23.     Time of the Essence.  Time is of the essence throughout the term of</P>
<P>this Agreement for every provision in which time is an element.  No</P>
<P>extension of time for performance of any acts shall be deemed an extension</P>
<P>of time for the performance of any other acts.                                          </P>
<P>                24.     Authority.  Any entity signing this Agreement on behalf of any other</P>
<P>entity hereby represents and warrants, in an individual capacity, that it</P>
<P>has full authority to do so on behalf of the other entity.  Any individual</P>
<P>signing this Agreement on behalf of an entity hereby represents and</P>
<P>warrants, in his individual capacity, that he has full authority to do so</P>
<P>on behalf of that entity.</P>

<P>&nbsp;</P>
<P>                25.     Cumulation of Remedies.  The various rights, options, elections,</P>
<P>powers and remedies under this Agreement or granted by law (collectively,</P>
<P>"Rights") shall be construed as cumulative.  No single Right is exclusive</P>
<P>of any other Rights.</P>

<P>&nbsp;</P>
<P>                26.     No Third Party Rights.  The Parties do not intend the benefits of</P>
<P>this Agreement to inure to any person or entity not a party to this</P>
<P>Agreement.  Notwithstanding anything contained in this Agreement, or any</P>
<P>conduct or course of conduct by either party before or after signing this</P>
<P>Agreement, this Agreement shall not be construed as creating any right,</P>
<P>claim or cause of action against either party by any person or entity not</P>
<P>party to this Agreement.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                The Parties hereto have executed this Agreement as set forth below:</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Usurf America, Inc. "CLIENT"</P>

<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>"IBC"</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ Matthew Marcus</P>
<P>   Matthew Marcus, President</P>
<P>   IBC.TV, LLC</P></FONT></BODY>
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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>exh10121.htm
<TEXT>

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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.121</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>COMMON STOCK PURCHASE AGREEMENT</P>

<P>&nbsp;</P>
<P>COMMON STOCK PURCHASE AGREEMENT (the &quot;Agreement&quot;), dated as of April 25,</P>
<P>2001 by and between USURF AMERICA, INC., a Nevada corporation (the</P>
<P>&quot;Company&quot;), and FUSION CAPITAL FUND II, LLC (together with its permitted</P>
<P>assigns, the &quot;Buyer&quot;).  Capitalized terms used herein and not otherwise</P>
<P>defined herein are defined in Section 10 hereof. </P>

<P>&nbsp;</P>
<P>WHEREAS:</P>

<P>&nbsp;</P>
<P>Subject to the terms and conditions set forth in this Agreement, the</P>
<P>Company wishes to sell to the Buyer, and the Buyer wishes to buy from the</P>
<P>Company, up to Ten Million Dollars ($10,000,000) of the Company's common</P>
<P>stock, par value $.0001 per share (the &quot;Common Stock&quot;).  The shares of</P>
<P>Common Stock to be purchased hereunder are referred to herein as the</P>
<P>"Purchase Shares."</P>

<P>&nbsp;</P>
<P>NOW THEREFORE, the Company and the Buyer hereby agree as follows:</P>

<P>&nbsp;</P>
<P>1.      PURCHASE OF COMMON STOCK.  </P>

<P>&nbsp;</P>
<P>        Subject to the terms and conditions set forth in Sections 6, 7 and 9</P>
<P>below, the Company hereby agrees to sell to the Buyer, and the Buyer hereby</P>
<P>agrees to purchase from the Company, shares of Common Stock as follows:</P>

<P>&nbsp;</P>
<P>        (a)     Commencement of Purchases of Common Stock.  The purchase and sale of</P>
<P>Common Stock hereunder shall commence (the "Commencement") within five (5)</P>
<P>Trading Days following the date of satisfaction (or waiver) of the</P>
<P>conditions to the Commencement set forth in Sections 6 and 7 below  (the</P>
<P>date of such Commencement, the &quot;Commencement Date&quot;).</P>

<P>&nbsp;</P>
<P>        (b)     Buyer's Purchase Rights and Obligations.  Subject to the Company's</P>
<P>right to suspend purchases under Section 1(d)(ii) hereof, , the Buyer shall</P>
<P>purchase shares of Common Stock on each Trading Day during each Monthly</P>
<P>Period equal to the Daily Base Amount at the Purchase Price in accordance</P>
<P>with Section 1(e).  Within three (3) Trading Days of receipt of Purchase</P>
<P>Shares, the Buyer shall pay to the Company an amount equal to the Purchase</P>
<P>Amount with respect to such Purchase Shares as full payment for the</P>
<P>Purchase Shares so received.    The Company shall not issue any fraction of</P>
<P>a share of Common Stock upon any purchase.  All shares of Common Stock</P>
<P>(including fractions thereof) issuable upon a purchase under this Agreement</P>
<P>shall be aggregated for purposes of determining whether the purchase would</P>
<P>result in the issuance of a fraction of a share of Common Stock.  If, after</P>
<P>the aforementioned aggregation, the issuance would result in the issuance</P>
<P>of a fraction of a share of Common Stock, the Company shall round such</P>
<P>fraction of a share of Common Stock up or down to the nearest whole share.</P>
<P>All payments made under this Agreement shall be made in lawful money of the</P>
<P>United States of America by check or wire transfer of immediately available</P>
<P>funds to such account as the Company may from time to time designate by</P>
<P>written notice in accordance with the provisions of this Agreement.</P>
<P>Whenever any amount expressed to be due by the terms of this Agreement is</P>
<P>due on any day which is not a Trading Day, the same shall instead be due on</P>
<P>the next succeeding day which is a Trading Day. </P>

<P>&nbsp;</P>
<P>(c)     Company's Rights to Decrease or Increase the Daily Base Amount. </P>

<P>&nbsp;</P>
<P>(i)     Company's Right to Decrease the Daily Base Amount.  The Company shall</P>
<P>always have the right at any time to decrease the amount of the Daily Base</P>
<P>Amount by delivering written notice (a &quot;Daily Base Amount Decrease Notice&quot;)</P>
<P>to the Buyer which notice shall specify the amount of the new Daily Base</P>
<P>Amount.  The decrease in the Daily Base Amount shall become effective one</P>
<P>Trading Day after receipt by the Buyer of the Daily Base Amount Decrease.</P>
<P>Any Purchase Notices submitted by the Buyer which have a Purchase Date on</P>
<P>or prior to the first (1st) Trading Day after receipt by the Buyer of a</P>
<P>Daily Base Amount Decrease Notice must be honored by the Company as</P>
<P>otherwise provided herein.  The decrease in the Daily Base Amount shall</P>
<P>remain in effect until the Company delivers to the Buyer a Daily Base</P>
<P>Amount Increase Notice (as defined below).</P>

<P>&nbsp;</P>
<P>(ii)    Company's Right to Increase Daily Base Amount. The Company shall</P>
<P>always have the right at any time to increase amount of the Daily Base</P>
<P>Amount up to the Original Daily Base Amount by delivering written notice to</P>
<P>the Buyer stating the new amount of the Daily Base Amount (a &quot;Daily Base</P>
<P>Amount Increase Notice&quot;). If the Closing Sale Price of the Common Stock on</P>
<P>each of the five (5) consecutive Trading Days immediately prior to a Daily</P>
<P>Base Amount Increase Notice is at least $5.00, the Company shall have the</P>
<P>right to deliver a Daily Base Amount Increase Notice which increases the</P>
<P>amount of the Daily Base Amount to any amount above the Original Daily Base</P>
<P>Amount.  A Daily Base Amount Increase Notice shall be effective one Trading</P>
<P>Day after receipt by the Buyer.  Such increase in the amount of the Daily</P>
<P>Base Amount shall continue in effect until the delivery to the Buyer of a</P>
<P>Daily Base Amount Decrease Notice.  Notwithstanding anything to the</P>
<P>contrary, if the Daily Base Amount then in effect is greater than the</P>
<P>Original Daily Base Amount and the Sale Price of the Common Stock during</P>
<P>any Trading Day is less than $5.00, the amount of the Daily Base Amount for</P>
<P>such Trading Day on which the Sale Price of the Common Stock is less than</P>
<P>$5.00 and for each Trading Day thereafter shall be the Original Daily Base</P>
<P>Amount or such lesser amount as specified by the Company in a Daily Base</P>
<P>Amount Decrease Notice.  Thereafter, the Company shall again have the right</P>
<P>to increase the amount of the Daily Base Amount to any amount above the</P>
<P>Original Daily Base Amount only if the Closing Sale Price of the Common</P>
<P>Stock is at least $5.00 on each of five (5) consecutive Trading Days</P>

<P>&nbsp;</P>
<P>(d)     Limitations on Purchases.</P>

<P>&nbsp;</P>
<P>(i)     Exchange Cap Limitation.  The Company shall not effect any purchase</P>
<P>under this Agreement and the Buyer shall not have the right to purchase</P>
<P>shares of Common Stock under this Agreement to the extent that after giving</P>
<P>effect to such purchase the "Exchange Cap" shall be deemed to be reached.</P>
<P>The "Exchange Cap" shall be deemed to be reached at such time if, upon</P>
<P>submission of a Purchase Notice under this Agreement, the issuance of such</P>
<P>shares of Common Stock would exceed that number of shares of Common Stock</P>
<P>which the Company may issue under this Agreement without breaching the</P>
<P>Company's obligations under the rules or regulations of the Principal Market.</P>

<P>&nbsp;</P>
<P>(ii)    Limitation on Beneficial Ownership.  The Company shall not effect any</P>
<P>sale under this Agreement and the Buyer shall not have the right to</P>
<P>purchase shares of Common Stock under this Agreement to the extent that</P>
<P>after giving effect to such purchase the Buyer together with its affiliates</P>
<P>would beneficially own in excess of 9.9% of the outstanding shares of the</P>
<P>Common Stock following such purchase.  For purposes hereof, the number of</P>
<P>shares of Common Stock beneficially owned by the Buyer and its affiliates</P>
<P>or acquired by the Buyer and its affiliates, as the case may be, shall</P>
<P>include the number of shares of Common Stock issuable in connection with a</P>
<P>Purchase Notice under this Agreement with respect to which the</P>
<P>determination is being made, but shall exclude the number of shares of</P>
<P>Common Stock which would be issuable upon (1) a purchase of the remaining</P>
<P>Available Amount which has not been submitted for purchase, and (2)</P>
<P>exercise or conversion of the unexercised or unconverted portion of any</P>
<P>other securities of the Company (including, without limitation, any</P>
<P>warrants) subject to a limitation on conversion or exercise analogous to</P>
<P>the limitation contained herein beneficially owned by the Buyer and its</P>
<P>affiliates.  If the 9.99% limitation is ever reached, this shall not effect</P>
<P>or limit the Buyer's obligation to purchase the Daily Base Amount as</P>
<P>otherwise provided in this Agreement.  For purposes of this Section, in</P>
<P>determining the number of outstanding shares of Common Stock the Buyer may</P>
<P>rely on the number of outstanding shares of Common Stock as reflected in</P>
<P>(1) the Company's most recent Form 10-Q or Form 10-K, as the case may be,</P>
<P>(2) a more recent public announcement by the Company or (3) any other</P>
<P>written communication by the Company or its transfer agent setting forth</P>
<P>the number of shares of Common Stock outstanding.  Upon the reasonable</P>
<P>written or oral request of the Buyer, the Company shall promptly confirm</P>
<P>orally and in writing to the Buyer the number of shares of Common Stock</P>
<P>then outstanding.  In any case, the number of outstanding shares of Common</P>
<P>Stock shall be determined after giving effect to any purchases under this</P>
<P>Agreement by the Buyer since the date as of which such number of</P>
<P>outstanding shares of Common Stock was reported.  Except as otherwise set</P>
<P>forth herein, for purposes of this Section 1(d)(ii), beneficial ownership</P>
<P>shall be determined in accordance with Section 13(d) of the Securities</P>
<P>Exchange Act of 1934, as amended.</P>

<P>&nbsp;</P>
<P>(iii)   Company's Right to Suspend Purchases.  The Company may at any time</P>
<P>give written notice (a "Purchase Suspension Notice") to the Buyer</P>
<P>suspending purchases by the Buyer under this Agreement.  The Purchase</P>
<P>Suspension Notice shall be effective only for Purchase Notices which have a</P>
<P>Purchase Date later than three (3) Trading Days after receipt of the</P>
<P>Purchase Suspension Notice by the Buyer. Any Purchase Notices submitted by</P>
<P>the Buyer which have a Purchase Date on or prior to the third (3rd) Trading</P>
<P>Day after receipt by the Buyer of the Company's Purchase Suspension Notice</P>
<P>must be honored by the Company as otherwise provided herein.  Such purchase</P>
<P>suspension shall continue in effect until the revocation in writing by the</P>
<P>Company, at its sole discretion  So long as a Purchase Suspension Notice is</P>
<P>in effect, the Buyer shall not be obligated to purchase any Purchase Shares</P>
<P>from the Company under Section 1 of this Agreement. </P>

<P>&nbsp;</P>
<P>(e)     Mechanics of Purchasing.  The purchase of shares of Common Stock under</P>
<P>this Agreement shall be conducted in the following manner:</P>

<P>&nbsp;</P>
<P>(i)     Buyer's Delivery Requirements.  On each Trading Day that the Buyer is</P>
<P>to purchase shares of Common Stock under this Agreement, the Buyer shall</P>
<P>transmit by facsimile (or otherwise deliver) on or prior to 11:59 p.m.,</P>
<P>Central Time on the date of purchase, a copy of a fully executed notice of</P>
<P>purchase substantially in the form attached hereto as Exhibit A (the</P>
<P>&quot;Purchase Notice&quot;) to the Company.  </P>

<P>&nbsp;</P>
<P>(ii)    Company's Response.  Upon receipt by the Company of a copy of a</P>
<P>Purchase Notice, the Company shall as soon as practicable, but in no event</P>
<P>later than one (1) Trading Day after receipt of such Purchase Notice, send</P>
<P>via facsimile (or otherwise deliver), a confirmation of receipt of such</P>
<P>Purchase Notice in the form attached hereto as Exhibit B (a &quot;Company</P>
<P>Confirmation of Purchase Notice&quot;) to (1) the Buyer and (2) along with a</P>
<P>copy of the Purchase Notice, the Company's designated transfer agent (the</P>
<P>"Transfer Agent"), which confirmation shall constitute an irrevocable</P>
<P>instruction to the Transfer Agent to process such Purchase Notice in</P>
<P>accordance with the terms herein.  Upon receipt by the Transfer Agent of a</P>
<P>copy of the executed Purchase Notice and a copy of the applicable Company</P>
<P>Confirmation of Purchase Notice, the Transfer Agent shall, on the first</P>
<P>(1st) Trading Day following the date of receipt of the Company Confirmation</P>
<P>of Purchase Notice, (A) provided the Transfer Agent is participating in The</P>
<P>Depository Trust Company's (&quot;The DTC&quot;) Fast Automated Securities Transfer</P>
<P>Program, credit such aggregate number of shares of Common Stock to which</P>
<P>the Buyer shall be entitled to the Buyer's or its designee's balance</P>
<P>account with The DTC through its Deposit Withdrawal At Custodian (&quot;DWAC&quot;)</P>
<P>system, or (B) if the Transfer Agent is not participating in The DTC Fast</P>
<P>Automated Securities Transfer Program and DWAC system, issue and surrender</P>
<P>to a common carrier for overnight delivery to the address as specified in</P>
<P>the Purchase Notice, a certificate, registered in the name of the Buyer,</P>
<P>for the number of shares of Common Stock to which the Buyer shall be entitled.</P>

<P>&nbsp;</P>
<P>(iii)   Dispute Resolution.  In the case of a dispute as to the determination</P>
<P>of the Purchase Price, the Company shall instruct the Transfer Agent to</P>
<P>issue to the Buyer the number of shares of Common Stock that is not</P>
<P>disputed and shall submit the disputed determinations or arithmetic</P>
<P>calculations to the Buyer via facsimile within one (1) Trading Day of</P>
<P>receipt of the Buyer's Purchase Notice.  If the Buyer and the Company are</P>
<P>unable to agree upon the determination of the Purchase Price within one (1)</P>
<P>Trading Day of such disputed determination being submitted to the Buyer,</P>
<P>then the Company shall within one (1) Trading Day submit via facsimile  the</P>
<P>disputed determination of the Purchase Price to an independent, reputable</P>
<P>investment bank selected by the Company and approved by the Buyer.  The</P>
<P>Company shall cause the investment bank to perform the determinations or</P>
<P>calculations and notify the Company and the Buyer of the results no later</P>
<P>than the fifth (5th) day after the date it receives the disputed</P>
<P>determinations.  Such investment bank's shall be binding upon all parties</P>
<P>absent manifest error.</P>

<P>&nbsp;</P>
<P>(iv)    Record Holder.  The person or persons entitled to receive the shares</P>
<P>of Common Stock issuable upon a purchase under this Agreement shall be</P>
<P>treated for all purposes as the record holder or holders of such shares of</P>
<P>Common Stock on the Purchase Date.</P>

<P>&nbsp;</P>
<P>(v)     Company's Failure to Timely Deliver Shares.  If within five (5) Trading</P>
<P>Days after the Company's receipt of a copy of the Purchase Notice properly</P>
<P>submitted in accordance with the term and conditions of this Section 1(e)</P>
<P>(subject to extension in accordance with Section 1(e)(iii) for a good faith</P>
<P>dispute made in accordance with the terms of Section 1(e)(iii)) (the "Share</P>
<P>Delivery Period"), the Transfer Agent fails to issue Purchase Shares via</P>
<P>credit to the Buyer's account with DTC for the number of Purchase Shares</P>
<P>specified in a Purchase Notice submitted by the Buyer (a "Purchase</P>
<P>Failure"), in addition to all other available remedies which the Buyer may</P>
<P>pursue under applicable laws and this Agreement (including indemnification</P>
<P>obligations of the Company set forth in Section 8 hereof), the Company</P>
<P>shall pay in cash, on demand, additional damages to the Buyer for each day</P>
<P>after such fifth (5th) Trading Day that the issuance of such Purchase</P>
<P>Shares is not timely effected, in an amount equal to 1.5% of the product of</P>
<P>(I) the number of Purchase Shares not issued to the Buyer on a timely basis</P>
<P>pursuant to Section 1(e)(ii) and to which the Buyer is entitled and (II)</P>
<P>the Closing Sale Price of the Common Stock on the Purchase Date.</P>

<P>&nbsp;</P>
<P>(vi)    Book Entry.  Notwithstanding anything to the contrary set forth</P>
<P>herein, upon purchase of any portion of the Available Amount in accordance</P>
<P>with the terms hereof, the Buyer shall not be required to physically</P>
<P>surrender this Agreement to the Company.  The Buyer and the Company shall</P>
<P>each maintain records showing the remaining Available Amount and the dates</P>
<P>and Purchase Amounts for each purchase or shall use such other method,</P>
<P>reasonably satisfactory to the Buyer and the Company, so as not to require</P>
<P>physical surrender of this Agreement upon each purchase.  The Buyer and any</P>
<P>assignee, by acceptance of this Agreement, acknowledge and agree that, by</P>
<P>reason of the provisions of this paragraph, following purchase of any</P>
<P>portion of the Available Amount, the remaining Available Amount under this</P>
<P>Agreement shall be less than the aggregate Available Amount set forth on</P>
<P>the face hereof.</P>

<P>&nbsp;</P>
<P>(f)     Taxes.  The Company shall pay any and all taxes that may be payable</P>
<P>with respect to the issuance and delivery of any shares of Common Stock to</P>
<P>the Buyer made under of this Agreement.</P>

<P>&nbsp;</P>
<P>2.      BUYER'S REPRESENTATIONS AND WARRANTIES.</P>

<P>&nbsp;</P>
<P>The Buyer represents and warrants to the Company that: </P>

<P>&nbsp;</P>
<P>(a)     Investment Purpose.  The Buyer is entering into this Agreement and</P>
<P>acquiring the Commitment Shares and the Warrants (each as defined in</P>
<P>Section 4(f) hereof) (this Agreement, the Commitment Shares and the</P>
<P>Warrants are collectively referred to herein as the "Securities"), for its</P>
<P>own account for investment only and not with a view towards, or for resale</P>
<P>in connection with, the public sale or distribution thereof; provided</P>
<P>however, by making the representations herein, the Buyer does not agree to</P>
<P>hold any of the Securities for any minimum or other specific term.</P>
<P> </P>
<P>(b)     Accredited Investor Status.  The Buyer is an "accredited investor" as</P>
<P>that term is defined in Rule 501(a)(3) of Regulation D.</P>

<P>&nbsp;</P>
<P>(c)     Reliance on Exemptions.  The Buyer understands that the Securities are</P>
<P>being offered and sold to it in reliance on specific exemptions from the</P>
<P>registration requirements of United States federal and state securities</P>
<P>laws and that the Company is relying in part upon the truth and accuracy</P>
<P>of, and the Buyer's compliance with, the representations, warranties,</P>
<P>agreements, acknowledgments and understandings of the Buyer set forth</P>
<P>herein in order to determine the availability of such exemptions and the</P>
<P>eligibility of the Buyer to acquire the Securities.</P>

<P>&nbsp;</P>
<P>(d)     Information.  The Buyer has been furnished with all materials relating</P>
<P>to the business, finances and operations of the Company and materials</P>
<P>relating to the offer and sale of the Securities that have been reasonably</P>
<P>requested by the Buyer, including, without limitation, the SEC Documents</P>
<P>(as defined in Section 3(f) hereof).  The Buyer understands that its</P>
<P>investment in the Securities involves a high degree of risk.  The Buyer (i)</P>
<P>is able to bear the economic risk of an investment in the Securities</P>
<P>including a total loss, (ii) has such knowledge and experience in financial</P>
<P>and business matters that it is capable of evaluating the merits and risks</P>
<P>of the proposed investment in the Securities and (iii) has had an</P>
<P>opportunity to ask questions of and receive answers from the officers of</P>
<P>the Company concerning the financial condition and business of the Company</P>
<P>and others matters related to an investment in the Securities.  Neither</P>
<P>such inquiries nor any other due diligence investigations conducted by the</P>
<P>Buyer or its representatives shall modify, amend or affect the Buyer's</P>
<P>right to rely on the Company's representations and warranties contained in</P>
<P>Section 3 below.  The Buyer has sought such accounting, legal and tax</P>
<P>advice as it has considered necessary to make an informed investment</P>
<P>decision with respect to its acquisition of the Securities.  The Buyer</P>
<P>acknowledges that the Company currently lacks capital with which to</P>
<P>exploit, on a full-scale basis, its wireless Internet access and other</P>
<P>wireless products and that the Company expects that it may remain in</P>
<P>substantially the same position unless the Company is able to obtain</P>
<P>additional funding. </P>

<P>&nbsp;</P>
<P>(e)     No Governmental Review.  The Buyer understands that no United States</P>
<P>federal or state agency or any other government or governmental agency has</P>
<P>passed on or made any recommendation or endorsement of the Securities or</P>
<P>the fairness or suitability of the investment in the Securities nor have</P>
<P>such authorities passed upon or endorsed the merits of the offering of the</P>
<P>Securities.</P>

<P>&nbsp;</P>
<P>(f)     Transfer or Resale.  The Buyer understands that except as provided in</P>
<P>the Registration Rights Agreement (as defined in Section 6(a) hereof): (i)</P>
<P>the Securities have not been and are not being registered under the 1933</P>
<P>Act or any state securities laws, and may not be offered for sale, sold,</P>
<P>assigned or transferred unless (A) subsequently registered thereunder or</P>
<P>(B) an exemption exists permitting such Securities to be sold, assigned or</P>
<P>transferred without such registration; (ii) any sale of the Securities made</P>
<P>in reliance on Rule 144 may be made only in accordance with the terms of</P>
<P>Rule 144 and further, if Rule 144 is not applicable, any resale of the</P>
<P>Securities under circumstances in which the seller (or the person through</P>
<P>whom the sale is made) may be deemed to be an underwriter (as that term is</P>
<P>defined in the 1933 Act) may require compliance with some other exemption</P>
<P>under the 1933 Act or the rules and regulations of the SEC thereunder; and</P>
<P>(iii) neither the Company nor any other person is under any obligation to</P>
<P>register such securities under the 1933 Act or any state securities laws or</P>
<P>to comply with the terms and conditions of any exemption thereunder.</P>

<P>&nbsp;</P>
<P>(g)     Validity; Enforcement.  This Agreement has been duly and validly</P>
<P>authorized, executed and delivered on behalf of the Buyer and is a valid</P>
<P>and binding agreement of the Buyer enforceable against the Buyer in</P>
<P>accordance with its terms, subject as to enforceability to general</P>
<P>principles of equity and to applicable bankruptcy, insolvency,</P>
<P>reorganization, moratorium, liquidation and other similar laws relating to,</P>
<P>or affecting generally, the enforcement of applicable creditors' rights and</P>
<P>remedies. </P>

<P>&nbsp;</P>
<P>(h)     Residency.  The Buyer is a resident of the State of Illinois.</P>

<P>&nbsp;</P>
<P>(i)     No Prior Short Selling.  The Buyer represents and warrants to the</P>
<P>Company that at no time prior to the date of this Agreement has any of the</P>
<P>Buyer, its agents, associates, representatives or affiliates engaged in or</P>
<P>effected, in any manner whatsoever, directly or indirectly, any (i) &quot;short</P>
<P>sale&quot; (as such term is defined in Rule 3b 3 of the 1934 Act) of the Common</P>
<P>Stock or (ii) hedging transaction, which establishes a net short position</P>
<P>with respect to the Common Stock.</P>

<P>&nbsp;</P>
<P>3.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.</P>

<P>&nbsp;</P>
<P>The Company represents and warrants to the Buyer that:</P>

<P>&nbsp;</P>
<P>(a)     Organization and Qualification.  The Company and its "Subsidiaries"</P>
<P>(which for purposes of this Agreement means any entity in which the</P>
<P>Company, directly or indirectly, owns 50% or more of the voting stock or</P>
<P>capital stock or other similar equity interests) are corporations duly</P>
<P>organized and validly existing in good standing under the laws of the</P>
<P>jurisdiction in which they are incorporated, and have the requisite</P>
<P>corporate power and authority to own their properties and to carry on their</P>
<P>business as now being conducted.  Each of the Company and its Subsidiaries</P>
<P>is duly qualified as a foreign corporation to do business and is in good</P>
<P>standing in every jurisdiction in which its ownership of property or the</P>
<P>nature of the business conducted by it makes such qualification necessary,</P>
<P>except to the extent that the failure to be so qualified or be in good</P>
<P>standing could not reasonably be expected to have a Material Adverse</P>
<P>Effect.  As used in this Agreement, "Material Adverse Effect" means any</P>
<P>material adverse effect on any of: (i) the business, properties, assets,</P>
<P>operations, results of operations or financial condition of the Company and</P>
<P>its Subsidiaries, if any, taken as a whole, (ii) the value of the Common</P>
<P>Stock, (iii) the transactions contemplated hereby or by the agreements and</P>
<P>instruments to be entered into in connection herewith or (iv) the authority</P>
<P>or ability of the Company to perform its obligations under the Transaction</P>
<P>Documents (as defined in Section 2(b) hereof).  The Company has no</P>
<P>Subsidiaries except as set forth on Schedule 3(a).</P>

<P>&nbsp;</P>
<P>(b)     Authorization; Enforcement; Validity.  (i) The Company has the</P>
<P>requisite corporate power and authority to enter into and perform its</P>
<P>obligations under this Agreement, the Warrant Agreement (as defined in</P>
<P>Section 4(f) hereof), the Registration Rights Agreement (as defined in</P>
<P>Section 6(a) hereof) and each of the other agreements entered into by the</P>
<P>parties hereto in connection with the transactions contemplated by this</P>
<P>Agreement (collectively, the "Transaction Documents"), and to issue the</P>
<P>Securities in accordance with the terms hereof and thereof, (ii) the</P>
<P>execution and delivery of the Transaction Documents by the Company and the</P>
<P>consummation by it of the transactions contemplated hereby and thereby,</P>
<P>including without limitation, the issuance of the Commitment Shares and the</P>
<P>reservation for issuance and the issuance of the Purchase Shares issuable</P>
<P>under this Agreement, have been duly authorized by the Company's Board of</P>
<P>Directors and no further consent or authorization is required by the</P>
<P>Company, its Board of Directors or its shareholders, (iii) this Agreement</P>
<P>has been, and each other Transaction Document shall be on the Commencement</P>
<P>Date, duly executed and delivered by the Company and (iv) this Agreement</P>
<P>constitutes, and each other Transaction Document upon its execution on</P>
<P>behalf of the Company, shall constitute, the valid and binding obligations</P>
<P>of the Company enforceable against the Company in accordance with their</P>
<P>terms, except as such enforceability may be limited by general principles</P>
<P>of equity or applicable bankruptcy, insolvency, reorganization, moratorium,</P>
<P>liquidation or similar laws relating to, or affecting generally, the</P>
<P>enforcement of creditors' rights and remedies.</P>

<P>&nbsp;</P>
<P>(c)     Capitalization.  As of the date hereof, the authorized capital stock of</P>
<P>the Company consists of (i) 100,000,000 shares of Common Stock, of which as</P>
<P>of the date hereof, 15,105,010 shares are issued and outstanding no shares</P>
<P>are held as treasury shares,  no shares are reserved for issuance pursuant</P>
<P>to the Company's stock option plans, 395,477 shares are issuable and</P>
<P>reserved for issuance pursuant to securities (other than stock options</P>
<P>issued pursuant to the Company's stock option plans) exercisable or</P>
<P>exchangeable for, or convertible into, shares of Common Stock and (ii) no</P>
<P>shares of Preferred Stock are issued and outstanding.  All of such</P>
<P>outstanding shares have been, or upon issuance will be, validly issued and</P>
<P>are fully paid and nonassessable.  Except as disclosed in Schedule 3(c),</P>
<P>(i) no shares of the Company's capital stock are subject to preemptive</P>
<P>rights or any other similar rights or any liens or encumbrances suffered or</P>
<P>permitted by the Company, (ii) there are no outstanding debt securities,</P>
<P>(iii) there are no outstanding options, warrants, scrip, rights to</P>
<P>subscribe to, calls or commitments of any character whatsoever relating to,</P>
<P>or securities or rights convertible into, any shares of capital stock of</P>
<P>the Company or any of its Subsidiaries, or contracts, commitments,</P>
<P>understandings or arrangements by which the Company or any of its</P>
<P>Subsidiaries is or may become bound to issue additional shares of capital</P>
<P>stock of the Company or any of its Subsidiaries or options, warrants,</P>
<P>scrip, rights to subscribe to, calls or commitments of any character</P>
<P>whatsoever relating to, or securities or rights convertible into, any</P>
<P>shares of capital stock of the Company or any of its Subsidiaries, (iv)</P>
<P>there are no agreements or arrangements under which the Company or any of</P>
<P>its Subsidiaries is obligated to register the sale of any of their</P>
<P>securities under the 1933 Act (except the Registration Rights Agreement),</P>
<P>(v) there are no outstanding securities or instruments of the Company or</P>
<P>any of its Subsidiaries which contain any redemption or similar provisions,</P>
<P>and there are no contracts, commitments, understandings or arrangements by</P>
<P>which the Company or any of its Subsidiaries is or may become bound to</P>
<P>redeem a security of the Company or any of its Subsidiaries, (vi) there are</P>
<P>no securities or instruments containing anti-dilution or similar provisions</P>
<P>that will be triggered by the issuance of the Securities as described in</P>
<P>this Agreement and (vii) the Company does not have any stock appreciation</P>
<P>rights or "phantom stock" plans or agreements or any similar plan or</P>
<P>agreement.  The Company has furnished to the Buyer true and correct copies</P>
<P>of the Company's Certificate of Incorporation, as amended and as in effect</P>
<P>on the date hereof (the "Certificate of Incorporation"), and the Company's</P>
<P>By-laws, as amended and as in effect on the date hereof (the "By-laws"),</P>
<P>and summaries of the terms of all securities convertible into or</P>
<P>exercisable for Common Stock, if any, and copies of any documents</P>
<P>containing the material rights of the holders thereof in respect thereto.</P>

<P>&nbsp;</P>
<P>(d)     Issuance of Securities.  The Commitment Shares have been duly</P>
<P>authorized and, upon issuance in accordance with the terms hereof, shall be</P>
<P>(i) validly issued, fully paid and non-assessable and (ii) free from all</P>
<P>taxes, liens and charges with respect to the issue thereof. 4,000,000</P>
<P>shares of Common Stock have been duly authorized and reserved for issuance</P>
<P>upon purchase under this Agreement.  Upon issuance and payment therefore in</P>
<P>accordance with the terms and conditions of this Agreement, the Purchase</P>
<P>Shares shall be validly issued, fully paid and nonassessable and free from</P>
<P>all taxes, liens and charges with respect to the issue thereof, with the</P>
<P>holders being entitled to all rights accorded to a holder of Common Stock.</P>

<P>&nbsp;</P>
<P>(e)     No Conflicts.  Except as disclosed in Schedule 3(e), the execution,</P>
<P>delivery and performance of the Transaction Documents by the Company and</P>
<P>the consummation by the Company of the transactions contemplated hereby and</P>
<P>thereby (including, without limitation, the reservation for issuance and</P>
<P>issuance of the Purchase Shares) will not (i) result in a violation of the</P>
<P>Certificate of Incorporation, any Certificate of Designations, Preferences</P>
<P>and Rights of any outstanding series of preferred stock of the Company or</P>
<P>the By-laws or (ii) conflict with, or constitute a default (or an event</P>
<P>which with notice or lapse of time or both would become a default) under,</P>
<P>or give to others any rights of termination, amendment, acceleration or</P>
<P>cancellation of, any agreement, indenture or instrument to which the</P>
<P>Company or any of its Subsidiaries is a party, or result in a violation of</P>
<P>any law, rule, regulation, order, judgment or decree (including federal and</P>
<P>state securities laws and regulations and the rules and regulations of the</P>
<P>Principal Market applicable to the Company or any of its Subsidiaries) or</P>
<P>by which any property or asset of the Company or any of its Subsidiaries is</P>
<P>bound or affected, except in the case of conflicts, defaults and violations</P>
<P>under clause (ii), which could not reasonably be expected to result in a</P>
<P>Material Adverse Effect.  Except as disclosed in Schedule 3(e), neither the</P>
<P>Company nor its Subsidiaries is in violation of any term of or in default</P>
<P>under its Certificate of Incorporation, any Certificate of Designation,</P>
<P>Preferences and Rights of any outstanding series of preferred stock of the</P>
<P>Company or By-laws or their organizational charter or by-laws,</P>
<P>respectively.  Except as disclosed in Schedule 3(e), neither the Company</P>
<P>nor any of its Subsidiaries is in violation of any term of or in default</P>
<P>under any material contract, agreement, mortgage, indebtedness, indenture,</P>
<P>instrument, judgment, decree or order or any statute, rule or regulation</P>
<P>applicable to the Company or its Subsidiaries, except for possible</P>
<P>conflicts, defaults, terminations or amendments which could not reasonably</P>
<P>be expected to have a Material Adverse Effect.  The business of the Company</P>
<P>and its Subsidiaries is not being conducted, and shall not be conducted, in</P>
<P>violation of any law, ordinance, regulation of any governmental entity,</P>
<P>except for possible violations, the sanctions for which either individually</P>
<P>or in the aggregate could not reasonably be expected to have a Material</P>
<P>Adverse Effect.  Except as specifically contemplated by this Agreement and</P>
<P>as required under the 1933 Act, the Company is not required to obtain any</P>
<P>consent, authorization or order of, or make any filing or registration</P>
<P>with, any court or governmental agency or any regulatory or self-regulatory</P>
<P>agency in order for it to execute, deliver or perform any of its</P>
<P>obligations under or contemplated by the Transaction Documents in</P>
<P>accordance with the terms hereof or thereof.  Except as disclosed in</P>
<P>Schedule 3(e), all consents, authorizations, orders, filings and</P>
<P>registrations which the Company is required to obtain pursuant to the</P>
<P>preceding sentence shall be obtained or effected on or prior to the</P>
<P>Commencement Date,.  Except as disclosed in Schedule 3(e), the Company is</P>
<P>not and has not been since January 1, 1999, in violation of the listing</P>
<P>requirements of the Principal Market.</P>

<P>&nbsp;</P>
<P>(f)     SEC Documents; Financial Statements. Except as disclosed in Schedule</P>
<P>3(f), since January 1, 1999, the Company has timely filed all reports,</P>
<P>schedules, forms, statements and other documents required to be filed by it</P>
<P>with the SEC pursuant to the reporting requirements of the Securities</P>
<P>Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing</P>
<P>filed prior to the date hereof and all exhibits included therein and</P>
<P>financial statements and schedules thereto and documents incorporated by</P>
<P>reference therein being hereinafter referred to as the "SEC Documents").</P>
<P>As of their respective dates (except as they have been correctly amended),</P>
<P>the SEC Documents complied in all material respects with the requirements</P>
<P>of the 1934 Act and the rules and regulations of the SEC promulgated</P>
<P>thereunder applicable to the SEC Documents, and none of the SEC Documents,</P>
<P>at the time they were filed with the SEC (except as they may have been</P>
<P>correctly amended), contained any untrue statement of a material fact or</P>
<P>omitted to state a material fact required to be stated therein or necessary</P>
<P>in order to make the statements therein, in light of the circumstances</P>
<P>under which they were made, not misleading.  As of their respective dates</P>
<P>(except as they have been correctly amended), the financial statements of</P>
<P>the Company included in the SEC Documents complied as to form in all</P>
<P>material respects with applicable accounting requirements and the published</P>
<P>rules and regulations of the SEC with respect thereto.  Such financial</P>
<P>statements have been prepared in accordance with generally accepted</P>
<P>accounting principles, consistently applied, during the periods involved</P>
<P>(except (i) as may be otherwise indicated in such financial statements or</P>
<P>the notes thereto or (ii) in the case of unaudited interim statements, to</P>
<P>the extent they may exclude footnotes or may be condensed or summary</P>
<P>statements) and fairly present in all material respects the financial</P>
<P>position of the Company as of the dates thereof and the results of its</P>
<P>operations and cash flows for the periods then ended (subject, in the case</P>
<P>of unaudited statements, to normal year-end audit adjustments).</P>

<P>&nbsp;</P>
<P>(g)     Absence of Certain Changes.  Except as disclosed in Schedule 3(g),</P>
<P>since June 30, 2000, there has been no material adverse change in the</P>
<P>business, properties, operations, financial condition or results of</P>
<P>operations of the Company or its Subsidiaries.  The Company has not taken</P>
<P>any steps, and does not currently expect to take any steps, to seek</P>
<P>protection pursuant to any bankruptcy law nor does the Company or any of</P>
<P>its Subsidiaries have any knowledge or reason to believe that its creditors</P>
<P>intend to initiate involuntary bankruptcy proceedings. </P>

<P>&nbsp;</P>
<P>(h)     Absence of Litigation. There is no action, suit, proceeding, inquiry or</P>
<P>investigation before or by any court, public board, government agency,</P>
<P>self-regulatory organization or body pending or, to the knowledge of the</P>
<P>Company or any of its Subsidiaries, threatened against or affecting the</P>
<P>Company, the Common Stock or any of the Company's Subsidiaries or any of</P>
<P>the Company's or the Company's Subsidiaries' officers or directors in their</P>
<P>capacities as such, which could reasonably be expected to have a Material</P>
<P>Adverse Effect.   A description of each action, suit, proceeding, inquiry</P>
<P>or investigation before or by any court, public board, government agency,</P>
<P>self-regulatory organization or body which, as of the date of this</P>
<P>Agreement, is pending or threatened in writing against or affecting the</P>
<P>Company, the Common Stock or any of the Company's Subsidiaries or any of</P>
<P>the Company's or the Company's Subsidiaries' officers or directors in their</P>
<P>capacities as such, is set forth in Schedule 3(h).</P>

<P>&nbsp;</P>
<P>(i)     Acknowledgment Regarding Buyer's Status.  The Company acknowledges and</P>
<P>agrees that the Buyer is acting solely in the capacity of arm's length</P>
<P>purchaser with respect to the Transaction Documents and the transactions</P>
<P>contemplated hereby and thereby.  The Company further acknowledges that the</P>
<P>Buyer is not acting as a financial advisor or fiduciary of the Company (or</P>
<P>in any similar capacity) with respect to the Transaction Documents and the</P>
<P>transactions contemplated hereby and thereby and any advice given by the</P>
<P>Buyer or any of its representatives or agents in connection with the</P>
<P>Transaction Documents and the transactions contemplated hereby and thereby</P>
<P>is merely incidental to the Buyer's purchase of the Securities.  The</P>
<P>Company further represents to the Buyer that the Company's decision to</P>
<P>enter into the Transaction Documents has been based solely on the</P>
<P>independent evaluation by the Company and its representatives and advisors.</P>

<P>&nbsp;</P>
<P>(j)     No General Solicitation.  Neither the Company, nor any of its</P>
<P>affiliates, nor any person acting on its or their behalf, has engaged in</P>
<P>any form of general solicitation or general advertising (within the meaning</P>
<P>of Regulation D under the 1933 Act) in connection with the offer or sale of</P>
<P>the Securities.</P>

<P>&nbsp;</P>
<P>(k)     No Integrated Offering.  Neither the Company, nor any of its</P>
<P>affiliates, nor any person acting on its or their behalf has, directly or</P>
<P>indirectly, made any offers or sales of any security or solicited any</P>
<P>offers to buy any security, under circumstances that would require</P>
<P>registration of any of the Securities under the 1933 Act or cause this</P>
<P>offering of the Securities to be integrated with prior offerings by the</P>
<P>Company for purposes of the 1933 Act or any applicable shareholder approval</P>
<P>provisions, including, without limitation, under the rules and regulations</P>
<P>of any exchange or automated quotation system on which any of the</P>
<P>securities of the Company are listed or designated, nor will the Company or</P>
<P>any of its Subsidiaries take any action or steps that would require</P>
<P>registration of any of the Securities under the 1933 Act or cause the</P>
<P>offering of the Securities to be integrated with other offerings.</P>

<P>&nbsp;</P>
<P>(l)     Dilutive Effect.  The Company understands and acknowledges that the</P>
<P>number of Purchase Shares purchasable under this Agreement will increase in</P>
<P>certain circumstances.  The Company further acknowledges that its</P>
<P>obligation to issue Purchase Shares under this Agreement in accordance with</P>
<P>the term and conditions hereof is absolute and unconditional regardless of</P>
<P>the dilutive effect that such issuance may have on the ownership interests</P>
<P>of other shareholders of the Company.</P>

<P>&nbsp;</P>
<P>(m)     Intellectual Property Rights.  The Company and its Subsidiaries own or</P>
<P>possess adequate rights or licenses to use all material trademarks, trade</P>
<P>names, service marks, service mark registrations, service names, patents,</P>
<P>patent rights, copyrights, inventions, licenses, approvals, governmental</P>
<P>authorizations, trade secrets and rights necessary to conduct their</P>
<P>respective businesses as now conducted.  Except as set forth on Schedule</P>
<P>3(m), none of the Company's material trademarks, trade names, service</P>
<P>marks, service mark registrations, service names, patents, patent rights,</P>
<P>copyrights, inventions, licenses, approvals, government authorizations,</P>
<P>trade secrets or other intellectual property rights have expired or</P>
<P>terminated, or, by the terms and conditions thereof, could expire or</P>
<P>terminate within two years from the date of this Agreement.  The Company</P>
<P>and its Subsidiaries do not have any knowledge of any infringement by the</P>
<P>Company or its Subsidiaries of any material trademark, trade name rights,</P>
<P>patents, patent rights, copyrights, inventions, licenses, service names,</P>
<P>service marks, service mark registrations, trade secret or other similar</P>
<P>rights of others, or of any such development of similar or identical trade</P>
<P>secrets or technical information by others and, except as set forth on</P>
<P>Schedule 3(m), there is no claim, action or proceeding being made or</P>
<P>brought against, or to the Company's knowledge, being threatened against,</P>
<P>the Company or its Subsidiaries regarding trademark, trade name, patents,</P>
<P>patent rights, invention, copyright, license, service names, service marks,</P>
<P>service mark registrations, trade secret or other infringement, which could</P>
<P>reasonably be expected to have a Material Adverse Effect.</P>

<P>&nbsp;</P>
<P>(n)     Environmental Laws.  The Company and its Subsidiaries (i) are in</P>
<P>compliance with any and all applicable foreign, federal, state and local</P>
<P>laws and regulations relating to the protection of human health and safety,</P>
<P>the environment or hazardous or toxic substances or wastes, pollutants or</P>
<P>contaminants (&quot;Environmental Laws&quot;), (ii) have received all permits,</P>
<P>licenses or other approvals required of them under applicable Environmental</P>
<P>Laws to conduct their respective businesses and (iii) are in compliance</P>
<P>with all terms and conditions of any such permit, license or approval,</P>
<P>except where, in each of the three foregoing clauses, the failure to so</P>
<P>comply could not reasonably be expected to have, individually or in the</P>
<P>aggregate, a Material Adverse Effect.</P>

<P>&nbsp;</P>
<P>(o)     Title.  The Company and its Subsidiaries have good and marketable title</P>
<P>in fee simple to all real property and good and marketable title to all</P>
<P>personal property owned by them which is material to the business of the</P>
<P>Company and its Subsidiaries, in each case free and clear of all liens,</P>
<P>encumbrances and defects except such as are described in Schedule 3(o) or</P>
<P>such as do not materially affect the value of such property and do not</P>
<P>interfere with the use made and proposed to be made of such property by the</P>
<P>Company and any of its Subsidiaries.  Any real property and facilities held</P>
<P>under lease by the Company and any of its Subsidiaries are held by them</P>
<P>under valid, subsisting and enforceable leases with such exceptions as are</P>
<P>not material and do not interfere with the use made and proposed to be made</P>
<P>of such property and buildings by the Company and its Subsidiaries.</P>

<P>&nbsp;</P>
<P>(p)     Insurance.  The Company and each of its Subsidiaries are insured by</P>
<P>insurers of recognized financial responsibility against such losses and</P>
<P>risks and in such amounts as management of the Company believes to be</P>
<P>prudent and customary in the businesses in which the Company and its</P>
<P>Subsidiaries are engaged.  Neither the Company nor any such Subsidiary has</P>
<P>been refused any insurance coverage sought or applied for and neither the</P>
<P>Company nor any such Subsidiary has any reason to believe that it will not</P>
<P>be able to renew its existing insurance coverage as and when such coverage</P>
<P>expires or to obtain similar coverage from similar insurers as may be</P>
<P>necessary to continue its business at a cost that would not materially and</P>
<P>adversely affect the condition, financial or otherwise, or the earnings,</P>
<P>business or operations of the Company and its Subsidiaries, taken as a whole.</P>

<P>&nbsp;</P>
<P>(q)     Regulatory Permits.  The Company and its Subsidiaries possess all</P>
<P>material certificates, authorizations and permits issued by the appropriate</P>
<P>federal, state or foreign regulatory authorities necessary to conduct their</P>
<P>respective businesses, and neither the Company nor any such Subsidiary has</P>
<P>received any notice of proceedings relating to the revocation or</P>
<P>modification of any such certificate, authorization or permit.</P>

<P>&nbsp;</P>
<P>(r)     Tax Status.  The Company and each of its Subsidiaries has made or filed</P>
<P>all federal and state income and all other material tax returns, reports</P>
<P>and declarations required by any jurisdiction to which it is subject</P>
<P>(unless and only to the extent that the Company and each of its</P>
<P>Subsidiaries has set aside on its books provisions reasonably adequate for</P>
<P>the payment of all unpaid and unreported taxes) and has paid all taxes and</P>
<P>other governmental assessments and charges that are material in amount,</P>
<P>shown or determined to be due on such returns, reports and declarations,</P>
<P>except those being contested in good faith and has set aside on its books</P>
<P>provision reasonably adequate for the payment of all taxes for periods</P>
<P>subsequent to the periods to which such returns, reports or declarations</P>
<P>apply.  There are no unpaid taxes in any material amount claimed to be due</P>
<P>by the taxing authority of any jurisdiction, and the officers of the</P>
<P>Company know of no basis for any such claim.</P>

<P>&nbsp;</P>
<P>(s)     Transactions With Affiliates.  Except as set forth on Schedule 3(s) and</P>
<P>other than the grant or exercise of stock options disclosed on Schedule</P>
<P>3(c), none of the officers, directors, or employees of the Company is</P>
<P>presently a party to any transaction with the Company or any of its</P>
<P>Subsidiaries (other than for services as employees, officers and</P>
<P>directors), including any contract, agreement or other arrangement</P>
<P>providing for the furnishing of services to or by, providing for rental of</P>
<P>real or personal property to or from, or otherwise requiring payments to or</P>
<P>from any officer, director or such employee or, to the knowledge of the</P>
<P>Company, any corporation, partnership, trust or other entity in which any</P>
<P>officer, director, or any such employee has an interest or is an officer,</P>
<P>director, trustee or partner.</P>

<P>&nbsp;</P>
<P>(t)     Application of Takeover Protections.  The Company and its board of</P>
<P>directors have taken or will take prior to the Commencement Date all</P>
<P>necessary action, if any, in order to render inapplicable any control share</P>
<P>acquisition, business combination, poison pill (including any distribution</P>
<P>under a rights agreement) or other similar anti-takeover provision under</P>
<P>the Certificate of Incorporation or the laws of the state of its</P>
<P>incorporation which is or could become applicable to the Buyer as a result</P>
<P>of the transactions contemplated by this Agreement, including, without</P>
<P>limitation, the Company's issuance of the Securities and the Buyer's</P>
<P>ownership of the Securities.</P>

<P>&nbsp;</P>
<P>(u)     Foreign Corrupt Practices.  Neither the Company, nor any of its</P>
<P>Subsidiaries, nor any director, officer, agent, employee or other person</P>
<P>acting on behalf of the Company or any of its Subsidiaries has, in the</P>
<P>course of its actions for, or on behalf of, the Company, used any corporate</P>
<P>funds for any unlawful contribution, gift, entertainment or other unlawful</P>
<P>expenses relating to political activity; made any direct or indirect</P>
<P>unlawful payment to any foreign or domestic government official or employee</P>
<P>from corporate funds; violated or is in violation of any provision of the</P>
<P>U.S. Foreign Corrupt Practices Act of 1977, as amended; or made any</P>
<P>unlawful bribe, rebate, payoff, influence payment, kickback or other</P>
<P>unlawful payment to any foreign or domestic government official or employee.</P>

<P>&nbsp;</P>
<P>4.      COVENANTS.</P>

<P>&nbsp;</P>
<P>(a)     Filing of Registration Statement.  The Company shall within five (5)</P>
<P>Trading Days from the date hereof file a new registration statement</P>
<P>covering the sale of at least 7,445,000 shares of Common Stock.  The Buyer</P>
<P>and its counsel shall have a reasonable opportunity to review and comment</P>
<P>upon such registration statement or amendment to such registration</P>
<P>statement and any related prospectus prior to its filing with the SEC.  The</P>
<P>Company shall use its best efforts to have such registration statement or</P>
<P>amendment declared effective by the SEC at the earliest possible date. </P>

<P>&nbsp;</P>
<P>(b)     Blue Sky. The Company shall, on or before the Commencement Date, take</P>
<P>such action, if any, as the Company shall reasonably determine is necessary</P>
<P>in order to obtain an exemption for or to qualify the Commitment Shares and</P>
<P>the Purchase Shares for sale to the Buyer pursuant to this Agreement under</P>
<P>applicable securities or "Blue Sky" laws of the states of the United</P>
<P>States, and shall provide evidence of any such action so taken to the Buyer</P>
<P>on or prior to the Commencement Date.  The Company shall make all filings</P>
<P>and reports relating to the offer and sale of the Commitment Shares and the</P>
<P>Purchase Shares required under applicable securities or "Blue Sky" laws of</P>
<P>the states of the United States following the Commencement Date.</P>

<P>&nbsp;</P>
<P>(c)     No Variable Priced Financing.  Other than pursuant to this Agreement,</P>
<P>the Company agrees that beginning on the date of this Agreement and ending</P>
<P>on the date of termination of this Agreement (as provided in Section 9(k)</P>
<P>hereof), neither the Company nor any of its Subsidiaries shall, without the</P>
<P>prior written consent of the Buyer, contract for any equity financing</P>
<P>(including any debt financing with an equity component) or issue any equity</P>
<P>securities of the Company or any Subsidiary or securities convertible or</P>
<P>exchangeable into or for equity securities of the Company or any Subsidiary</P>
<P>(including debt securities with an equity component) which, in any case (i)</P>
<P>are convertible into or exchangeable for an indeterminate number of shares</P>
<P>of common stock, (ii) are convertible into or exchangeable for Common Stock</P>
<P>at a price which varies with the market price of the Common Stock, (iii)</P>
<P>directly or indirectly provide for any "re-set" or adjustment of the</P>
<P>purchase price, conversion rate or exercise price after the issuance of the</P>
<P>security, or (iv) contain any "make-whole" provision based upon, directly</P>
<P>or indirectly, the market price of the Common Stock after the issuance of</P>
<P>the security, in each case, other than reasonable and customary</P>
<P>anti-dilution adjustments for issuance of shares of Common Stock at a price</P>
<P>which is below the market price of the Common Stock.</P>

<P>&nbsp;</P>
<P>(d)     Listing.  The Company shall promptly secure the listing of all of the</P>
<P>Purchase Shares, Commitment Shares and Warrant Shares upon each national</P>
<P>securities exchange and automated quotation system, if any, upon which</P>
<P>shares of Common Stock are then listed (subject to official notice of</P>
<P>issuance) and shall maintain, so long as any other shares of Common Stock</P>
<P>shall be so listed, such listing of all such securities from time to time</P>
<P>issuable under the terms of the Transaction Documents.  The Company shall</P>
<P>maintain the Common Stock's authorization for quotation on the Principal</P>
<P>Market.  Neither the Company nor any of its Subsidiaries shall take any</P>
<P>action that would be reasonably expected to result in the delisting or</P>
<P>suspension of the Common Stock on the Principal Market.  The Company shall</P>
<P>promptly, and in no event later than the following Trading Day, provide to</P>
<P>the Buyer copies of any notices it receives from the Principal Market</P>
<P>regarding the continued eligibility of the Common Stock for listing on such</P>
<P>automated quotation system or securities exchange.  The Company shall pay</P>
<P>all fees and expenses in connection with satisfying its obligations under</P>
<P>this Section.</P>

<P>&nbsp;</P>
<P>(e)     Limitation on Short Sales and Hedging Transactions.  The Buyer agrees</P>
<P>that beginning on the date of this Agreement and ending on the date of</P>
<P>termination of this Agreement as provided in Section 11(k), the Buyer and</P>
<P>its agents, representatives and affiliates shall not in any manner</P>
<P>whatsoever enter into or effect, directly or indirectly, any (i) "short</P>
<P>sale" (as such term is defined in Rule 3b-3 of the 1934 Act) of the Common</P>
<P>Stock or (ii) hedging transaction, which establishes a net short position</P>
<P>with respect to the Common Stock; provided, however, that such restrictions</P>
<P>shall not apply (i) if the Buyer submits after a sale of shares of Common</P>
<P>Stock a Purchase Notice entitling the Buyer to receive a number of shares</P>
<P>of Common Stock at least equal to the number of shares so sold or (ii) if</P>
<P>an Event of Default has occurred, including any failure by the Company to</P>
<P>timely issue any Purchase Shares required to be issued pursuant to the</P>
<P>terms of this Agreement.  </P>

<P>&nbsp;</P>
<P>(f)     Previous Issuance of Securities/Limitation on Sales of Commitment</P>
<P>Shares.  The Company has previously issued to the Buyer (i) 800,000 shares</P>
<P>of Common Stock (the &quot;Commitment Shares&quot;) and (ii) 645,000 common stock</P>
<P>purchase warrants, (the &quot;Warrants&quot;) exercisable for a period of five (5)</P>
<P>years from the Commencement Date, granting the Buyer the right to purchase</P>
<P>645,000 shares of Common Stock (the &quot;Warrant Shares&quot;) at the following</P>
<P>prices: (1) 215,000 Warrant Shares for $.25, (2) 215,000 Warrant Shares for</P>
<P>$.35 per share and (3) 215,000 Warrant Shares for $.45 per share.  The</P>
<P>Buyer agrees that the Buyer shall not transfer or sell the Commitment</P>
<P>Shares  until the earlier of (X) 500 Trading Days from the date of</P>
<P>Commencement or (Y) the date this Agreement has been terminated, provided,</P>
<P>however, that such restrictions shall not apply: (i) in connection with any</P>
<P>transfers to or among affiliates (as defined in the Securities Exchange Act</P>
<P>of 1934, as amended), (ii) in connection with any pledge in connection with</P>
<P>a bona fide loan or margin account, or (iii) if an Event of Default has</P>
<P>occurred, or any event which, after notice and/or lapse of time, would</P>
<P>become an Event of Default, including any failure by the Company to timely</P>
<P>issue Purchase Shares under this Agreement.  Notwithstanding the forgoing,</P>
<P>the Buyer may transfer Commitment Shares or Warrant Shares to a third party</P>
<P>in order to settle a sale made by the Buyer where the Buyer reasonably</P>
<P>expects the Company to deliver Purchase Shares to the Buyer under this</P>
<P>Agreement so long as the Buyer maintains ownership of the same overall</P>
<P>number of shares of Common Stock by "replacing" the Commitment Shares or</P>
<P>Warrant Shares so transferred with Purchase Shares when the Purchase Shares</P>
<P>are actually issued by the Company to the Buyer. </P>

<P>&nbsp;</P>
<P>(g)     Due Diligence.  The Buyer shall have the right, from time to time as</P>
<P>the Buyer may reasonably deem appropriate, to perform reasonable due</P>
<P>diligence on the Company during normal business hours.  The Company and its</P>
<P>officers and employees shall reasonably cooperate with the Buyer in</P>
<P>connection with any reasonable request by the Buyer related to the Buyer's</P>
<P>due diligence of the Company.</P>

<P>&nbsp;</P>
<P>(h)     Reservation of Shares.  The Company shall, so long as any Available</P>
<P>Amount is outstanding, reserve and keep available out of its authorized and</P>
<P>unissued Common Stock, solely for the purpose of effecting the purchase of</P>
<P>the Available Amount, such number of shares of Common Stock as shall from</P>
<P>time to time be sufficient to effect the purchase of the entire remaining</P>
<P>Available Amount, without regard to any restrictions or limitations on</P>
<P>purchases.  The Company shall reserve and keep available out of its</P>
<P>authorized and unissued Common Stock, solely for the purpose of effecting</P>
<P>the purchase of the Warrant Shares, 645,000 Common Stock.</P>

<P>&nbsp;</P>
<P>5.      TRANSFER AGENT INSTRUCTIONS.</P>

<P>&nbsp;</P>
<P>On the Commencement, the Company shall cause any restrictive legend on the</P>
<P>Commitment Shares to be removed and all of the Purchase Shares, Commitment</P>
<P>Shares and Warrant Shares  (so long as the a registration statement is</P>
<P>available for the resale of the Warrant Shares at the time of issuance of</P>
<P>the respective Warrant Shares) to be issued under this Agreement shall be</P>
<P>issued without any restrictive legend and shall be issued by the Company's</P>
<P>transfer agent via The DTC Fast Automated Securities Transfer Program, by</P>
<P>crediting the appropriate number of shares of Common Stock to which the</P>
<P>Buyer shall be entitled to the Buyer's or its designee's balance account</P>
<P>with The DTC through The DTC DWAC system.  The Company shall issue</P>
<P>irrevocable instructions to its transfer agent, and any subsequent transfer</P>
<P>agent, to issue Purchase Shares and Warrant Shares (so long as the a</P>
<P>registration statement is available for the resale of the Warrant Shares at</P>
<P>the time of issuance of the respective Warrant Shares) in the name of the</P>
<P>Buyer or its respective nominee(s), for the Purchase Shares (the</P>
<P>"Irrevocable Transfer Agent Instructions").  The Company warrants to the</P>
<P>Buyer that no instruction other than the Irrevocable Transfer Agent</P>
<P>Instructions referred to in this Section 5, will be given by the Company to</P>
<P>its transfer agent with respect to the Purchase Shares and the Warrant</P>
<P>Shares, and that the Commitment Shares, the Purchase Shares and the Warrant</P>
<P>Shares shall otherwise be freely transferable on the books and records of</P>
<P>the Company as and to the extent provided in this Agreement and the</P>
<P>Registration Rights Agreement subject to the provisions of Section 4(f) in</P>
<P>the case of the Commitment Shares.</P>

<P>&nbsp;</P>
<P>6.      CONDITIONS TO THE COMPANY'S OBLIGATION TO COMMENCE</P>
<P>SALES OF SHARES OF COMMON STOCK.</P>

<P>&nbsp;</P>
<P>The obligation of the Company hereunder to commence sales of the Purchase</P>
<P>Shares is subject to the satisfaction of each of the following conditions</P>
<P>on or before the Commencement Date, provided that these conditions are for</P>
<P>the Company's sole benefit and may be waived by the Company at any time in</P>
<P>its sole discretion by providing the Buyer with prior written notice thereof:</P>

<P>&nbsp;</P>
<P>(a)     The Buyer shall have executed each of the Transaction Documents to</P>
<P>which it is a party and delivered the same to the Company including the</P>
<P>Registration Rights Agreement substantially in the form of Exhibit C hereto</P>
<P>(the &quot;Registration Rights Agreement&quot;).</P>

<P>&nbsp;</P>
<P>(b)     Subject to the Company's compliance with Section 4(a), a registration</P>
<P>statement covering the sale of the Commitment Shares, the Warrant Shares</P>
<P>and at least 6,000,000 Purchase Shares shall have been declared effective</P>
<P>under the 1933 Act by the SEC and no stop order with respect to the</P>
<P>Registration Statement shall be pending or threatened by the SEC.  </P>

<P>&nbsp;</P>
<P>(c)     The representations and warranties of the Buyer shall be true and</P>
<P>correct in all material respects as of the date when made and as of the</P>
<P>Commencement Date as though made at that time (except for representations</P>
<P>and warranties that speak as of a specific date), and the Buyer shall have</P>
<P>performed, satisfied and complied in all material respects with the</P>
<P>covenants, agreements and conditions required by this Agreement to be</P>
<P>performed, satisfied or complied with by the Buyer at or prior to the</P>
<P>Commencement Date.</P>

<P>&nbsp;</P>
<P>7.      CONDITIONS TO THE BUYER'S OBLIGATION TO COMMENCE</P>
<P>PURCHASES OF SHARES OF COMMON STOCK.</P>

<P>&nbsp;</P>
<P>The obligation of the Buyer to commence purchases of Purchase Shares under</P>
<P>this Agreement is subject to the satisfaction, on or before the</P>
<P>Commencement Date, of each of the following conditions, provided that these</P>
<P>conditions are for the Buyer's sole benefit and may be waived by the Buyer</P>
<P>at any time in its sole discretion by providing the Company with prior</P>
<P>written notice thereof:</P>

<P>&nbsp;</P>
<P>(a)     The Company shall have executed each of the Transaction Documents and</P>
<P>delivered the same to the Buyer including the Registration Rights Agreement</P>
<P>substantially in the form of Exhibit C hereto.</P>

<P>&nbsp;</P>
<P>        (b)     The Company shall have removed any restrictive legend from the</P>
<P>Commitment Shares.</P>

<P>&nbsp;</P>
<P>(c)     The Common Stock shall be authorized for quotation on the Principal</P>
<P>Market, trading in the Common Stock shall not have been within the last 365</P>
<P>days suspended by the SEC or the Principal Market and the Purchase Shares</P>
<P>and the Commitment Shares shall be approved for listing upon the Principal</P>
<P>Market.</P>

<P>&nbsp;</P>
<P>(d)     The Buyer shall have received the opinions of the Company's legal</P>
<P>counsel dated as of the Commencement Date in the form of Exhibit D attached</P>
<P>hereto.</P>

<P>&nbsp;</P>
<P>(e)     The representations and warranties of the Company shall be true and</P>
<P>correct in all material respects (except to the extent that any of such</P>
<P>representations and warranties is already qualified as to materiality in</P>
<P>Section 3 above, in which case, such representations and warranties shall</P>
<P>be true and correct without further qualification) as of the date when made</P>
<P>and as of the Commencement Date as though made at that time (except for</P>
<P>representations and warranties that speak as of a specific date) and the</P>
<P>Company shall have performed, satisfied and complied with the covenants,</P>
<P>agreements and conditions required by the Transaction Documents to be</P>
<P>performed, satisfied or complied with by the Company at or prior to the</P>
<P>Commencement Date.  The Buyer shall have received a certificate, executed</P>
<P>by the CEO, President or CFO of the Company, dated as of the Commencement</P>
<P>Date, to the foregoing effect in the form attached hereto as Exhibit E.</P>

<P>&nbsp;</P>
<P>(f)     The Board of Directors of the Company shall have adopted resolutions in</P>
<P>the form attached hereto as Exhibit F which shall be in full force and</P>
<P>effect without any amendment or supplement thereto as of the Commencement</P>
<P>Date.  </P>

<P>&nbsp;</P>
<P>(g)     As of the Commencement Date, the Company shall have reserved out of its</P>
<P>authorized and unissued Common Stock, solely for the purpose of effecting</P>
<P>purchases hereunder, at least 6,000,000 shares of Common Stock.</P>

<P>&nbsp;</P>
<P>(h)     The Irrevocable Transfer Agent Instructions, in the form of Exhibit G</P>
<P>attached hereto, shall have been delivered to and acknowledged in writing</P>
<P>by the Company and the Company's transfer agent.</P>

<P>&nbsp;</P>
<P>(i)     The Company shall have delivered to the Buyer a certificate evidencing</P>
<P>the incorporation and good standing of the Company in the State of Nevada</P>
<P>issued by the Secretary of State of the State of Louisiana as of a date</P>
<P>within ten (10) Trading Days of the Commencement Date.</P>

<P>&nbsp;</P>
<P>(j)     The Company shall have delivered to the Buyer a certified copy of the</P>
<P>Certificate of Incorporation as certified by the Secretary of State of the</P>
<P>State of Nevada within ten (10) Trading Days of the Commencement Date.</P>

<P>&nbsp;</P>
<P>(k)     The Company shall have delivered to the Buyer a secretary's certificate</P>
<P>executed by the Secretary of the Company, dated as of the Commencement</P>
<P>Date, in the form attached hereto as Exhibit H.</P>

<P>&nbsp;</P>
<P>(l)     A registration statement covering the sale of all of the Commitment</P>
<P>Shares, the Warrant Shares and at least 6,000,000 Purchase Shares shall</P>
<P>have been declared effective under the 1933 Act by the SEC and no stop</P>
<P>order with respect to the registration statement shall be pending or</P>
<P>threatened by the SEC.  The Company shall have prepared and delivered to</P>
<P>the Buyer a final form of Prospectus to be used by the Buyer in connection</P>
<P>with any sales of any Commitment Shares or any Purchase Shares. The Company</P>
<P>shall have made all filings under all applicable federal and state</P>
<P>securities laws necessary to consummate the issuance of the Commitment</P>
<P>Shares and the Purchase Shares pursuant to this Agreement in compliance</P>
<P>with such laws.</P>

<P>&nbsp;</P>
<P>(m)     No Event of Default has occurred, or any event which, after notice</P>
<P>and/or lapse of time, would become an Event of Default has occurred.</P>

<P>&nbsp;</P>
<P>(n)     On or prior to the Commencement Date, the Company shall take all</P>
<P>necessary action, if any, and such actions as reasonably requested by the</P>
<P>Buyer, in order to render inapplicable any control share acquisition,</P>
<P>business combination, shareholder rights plan or poison pill (including any</P>
<P>distribution under a rights agreement) or other similar anti-takeover</P>
<P>provision under the Certificate of Incorporation or the laws of the state</P>
<P>of its incorporation which is or could become applicable to the Buyer as a</P>
<P>result of the transactions contemplated by this Agreement, including,</P>
<P>without limitation, the Company's issuance of the Securities and the</P>
<P>Buyer's ownership of the Securities.</P>

<P>&nbsp;</P>
<P>8.      INDEMNIFICATION.  </P>

<P>&nbsp;</P>
<P>In consideration of the Buyer's execution and delivery of the Transaction</P>
<P>Documents and acquiring the Securities hereunder and in addition to all of</P>
<P>the Company's other obligations under the Transaction Documents, the</P>
<P>Company shall defend, protect, indemnify and hold harmless the Buyer and</P>
<P>all of its affiliates, shareholders, officers, directors, employees and</P>
<P>direct or indirect investors and any of the foregoing person's agents or</P>
<P>other representatives (including, without limitation, those retained in</P>
<P>connection with the transactions contemplated by this Agreement)</P>
<P>(collectively, the "Indemnitees") from and against any and all actions,</P>
<P>causes of action, suits, claims, losses, costs, penalties, fees,</P>
<P>liabilities and damages, and expenses in connection therewith (irrespective</P>
<P>of whether any such Indemnitee is a party to the action for which</P>
<P>indemnification hereunder is sought), and including reasonable attorneys'</P>
<P>fees and disbursements (the "Indemnified Liabilities"), incurred by any</P>
<P>Indemnitee as a result of, or arising out of, or relating to (a) any</P>
<P>misrepresentation or breach of any representation or warranty made by the</P>
<P>Company in the Transaction Documents or any other certificate, instrument</P>
<P>or document contemplated hereby or thereby, (b) any breach of any covenant,</P>
<P>agreement or obligation of the Company contained in the Transaction</P>
<P>Documents or any other certificate, instrument or document contemplated</P>
<P>hereby or thereby, or (c) any cause of action, suit or claim brought or</P>
<P>made against such Indemnitee and arising out of or resulting from the</P>
<P>execution, delivery, performance or enforcement of the Transaction</P>
<P>Documents or any other certificate, instrument or  document contemplated</P>
<P>hereby or thereby.  To the extent that the foregoing undertaking by the</P>
<P>Company may be unenforceable for any reason, the Company shall make the</P>
<P>maximum contribution to the payment and satisfaction of each of the</P>
<P>Indemnified Liabilities which is permissible under applicable law.</P>

<P>&nbsp;</P>
<P>9.      EVENTS OF DEFAULT.  </P>

<P>&nbsp;</P>
<P>An "Event of Default" shall be deemed to have occurred at any time as any</P>
<P>of the following events occurs:</P>

<P>&nbsp;</P>
<P>(a)     while any registration statement is required to be maintained effective</P>
<P>pursuant to the terms of the Registration Rights Agreement, the</P>
<P>effectiveness of such registration statement lapses for any reason</P>
<P>(including, without limitation, the issuance of a stop order) or is</P>
<P>unavailable to the Buyer for sale of all of the Registrable Securities (as</P>
<P>defined in the Registration Rights Agreement) in accordance with the terms</P>
<P>of the Registration Rights Agreement, and such lapse or unavailability</P>
<P>continues for a period of ten (10) consecutive Trading Days or for more</P>
<P>than an aggregate of thirty (30) Trading Days in any 365-day period;</P>

<P>&nbsp;</P>
<P>(b)     the suspension from trading or failure of the Common Stock to be listed</P>
<P>on the Principal Market for a period of ten (10) consecutive Trading Days</P>
<P>or for more than an aggregate of thirty (30) Trading Days in any 365-day</P>
<P>period;</P>

<P>&nbsp;</P>
<P>(c)     the failure of the Company or the Common Stock to fully meet the</P>
<P>requirements for continued listing on the Principal Market for a period of</P>
<P>ten (10) consecutive Trading Days or for more than an aggregate of thirty</P>
<P>(30) Trading Days in any 365-day period;</P>

<P>&nbsp;</P>
<P>(d)     the Company's or the Transfer Agent's notice, verbal or written,  to</P>
<P>the Buyer, including by way of public announcement, at any time, of its</P>
<P>intention not to comply with a proper request for purchase of  Purchase</P>
<P>Shares under this Agreement that is tendered in accordance with the</P>
<P>provisions of this Agreement, or the failure of the Company to deliver a</P>
<P>Company Confirmation of Purchase Notice to the Buyer and to the Transfer</P>
<P>Agent in accordance with the provisions of this Agreement within two (2)</P>
<P>Trading Days after the receipt by the Company of a Purchase Notice (subject</P>
<P>to extension in accordance with Section 1(e)(iii) for a good faith dispute</P>
<P>made in accordance with the terms of Section 1(e)(iii)); or the failure for</P>
<P>any reason by the Transfer Agent to issue Purchase Shares to the Buyer</P>
<P>within five (5) Trading Days after the applicable Purchase Date or to issue</P>
<P>Warrant Shares to the Buyer within fice (5) Trading Days after the</P>
<P>applicable exercise notice in accordance with the Warrant;</P>

<P>&nbsp;</P>
<P>(e)     if at any time after the Commencement Date, the "Exchange Cap" is</P>
<P>reached (the "Exchange Cap" shall be deemed to be reached at such time if,</P>
<P>upon submission of a Purchase Notice under this Agreement, the issuance of</P>
<P>such shares of Common Stock would exceed that number of shares of Common</P>
<P>Stock which the Company may issue under this Agreement without breaching</P>
<P>the Company's obligations under the rules or regulations of the Principal</P>
<P>Market);</P>

<P>&nbsp;</P>
<P>(f)     the Company breaches any representation, warranty, covenant or other</P>
<P>term or condition under any Transaction Document if such breach could have</P>
<P>a Material Adverse Effect and except, in the case of a breach of a covenant</P>
<P>which is reasonably curable, only if such breach continues for a period of</P>
<P>at least ten (10) Trading Days; </P>

<P>&nbsp;</P>
<P>(g)     any payment default under any contract whatsoever or any acceleration</P>
<P>prior to maturity of any mortgage, indenture, contract or instrument under</P>
<P>which there may be issued or by which there may be secured or evidenced any</P>
<P>indebtedness for money borrowed by the Company or for money borrowed the</P>
<P>repayment of which is guaranteed by the Company, whether such indebtedness</P>
<P>or guarantee now exists or shall be created hereafter, which in any case,</P>
<P>is in excess of $1,000,000; </P>

<P>&nbsp;</P>
<P>(h)     if any Person commences a proceeding against the Company pursuant to or</P>
<P>within the meaning of any Bankruptcy Law;</P>

<P>&nbsp;</P>
<P>(i)     if the Company pursuant to or within the meaning of any Bankruptcy Law;</P>
<P>(A) commences a voluntary case, (B) consents to the entry of an order for</P>
<P>relief against it in an involuntary case, (C) consents to the appointment</P>
<P>of a Custodian of it or for all or substantially all of its property, (D)</P>
<P>makes a general assignment for the benefit of its creditors, (E) becomes</P>
<P>insolvent, or (F) is generally unable to pay its debts as the same become</P>
<P>due; or </P>

<P>&nbsp;</P>
<P>(j)     a court of competent jurisdiction enters an order or decree under any</P>
<P>Bankruptcy Law that; (A) is for relief against the Company in an</P>
<P>involuntary case, (B) appoints a Custodian of the Company or for all or</P>
<P>substantially all of its property, or (C) orders the liquidation of the</P>
<P>Company or any Subsidiary.  </P>

<P>&nbsp;</P>
<P>In addition to any other rights and remedies under applicable law and this</P>
<P>Agreement, including the Buyer termination rights under Section 11(k)</P>
<P>hereof, so long as an Event of Default has occurred and is continuing, or</P>
<P>if any event which, after notice and/or lapse of time, would become an</P>
<P>Event of Default, has occurred and is continuing, the Buyer shall not be</P>
<P>obligated to purchase any shares of Common Stock under this Agreement.  If</P>
<P>pursuant to or within the meaning of any Bankruptcy Law, the Company</P>
<P>commences a voluntary case or any Person commences a proceeding against the</P>
<P>Company, a Custodian is appointed for the Company or for all or</P>
<P>substantially all of its property, or the Company makes a general</P>
<P>assignment for the benefit of its creditors, (any of which would be an</P>
<P>Event of Default as described in Sections 9(h), 9(i) and 9(j) hereof) this</P>
<P>Agreement shall automatically terminate without any liability or payment to</P>
<P>the Company without further action or notice by any Person.  No such</P>
<P>termination of this Agreement under Section 11(k)(i) shall affect the</P>
<P>Company's or the Buyer's obligations under this Agreement with respect to</P>
<P>pending purchases and the Company and the Buyer shall complete their</P>
<P>respective obligations with respect to any pending purchases under this</P>
<P>Agreement.</P>

<P>&nbsp;</P>
<P>10.     CERTAIN DEFINED TERMS.  </P>

<P>&nbsp;</P>
<P>For purposes of this Agreement, the following terms shall have the</P>
<P>following meanings:</P>

<P>&nbsp;</P>
<P>(a)     &quot;1933 Act&quot; means the Securities Act of 1933, as amended.</P>

<P>&nbsp;</P>
<P>(b)     &quot;Available Amount&quot; means initially Ten Million Dollars ($10,000,000) in</P>
<P>the aggregate which amount shall be reduced by the Purchase Amount as the</P>
<P>Buyer purchases shares of Common Stock pursuant to Section 1 hereof.</P>

<P>&nbsp;</P>
<P>        (c)     &quot;Bankruptcy Law&quot; means Title 11, U.S. Code, or any similar federal or</P>
<P>state law for the relief of debtors. </P>

<P>&nbsp;</P>
<P>(d)     &quot;Closing Sale Price&quot; means, for any security as of any date, the last</P>
<P>closing trade price for such security on the Principal Market as reported</P>
<P>by Bloomberg, or, if the Principal Market is not the principal securities</P>
<P>exchange or trading market for such security, the last closing trade price</P>
<P>of such security on the principal securities exchange or trading market</P>
<P>where such security is listed or traded as reported by Bloomberg. </P>

<P>&nbsp;</P>
<P>        (e)     &quot;Custodian&quot; means any receiver, trustee, assignee, liquidator or</P>
<P>similar official under any Bankruptcy Law.</P>

<P>&nbsp;</P>
<P>        (f)     &quot;Daily Base Amount&quot; means initially Twenty Thousand Dollars ($20,000)</P>
<P>per Trading Day, which amount may be increased or decreased from time to</P>
<P>time pursuant to Section 1(c) hereof.</P>

<P>&nbsp;</P>
<P>(g)     &quot;Maturity Date&quot; means the date that is 500 Trading Days (25 Monthly</P>
<P>Periods) from the Commencement Date, which such date may be extended by up</P>
<P>to an additional three Monthly Periods by the Company, in its sole</P>
<P>discretion, by written notice to the Buyer. </P>

<P>&nbsp;</P>
<P>(h)     &quot;Monthly Base Amount&quot; means Four Hundred Thousand Dollars ($400,000)</P>
<P>per Monthly Period.</P>

<P>&nbsp;</P>
<P>(i)     &quot;Monthly Period&quot; means each successive 20 Trading Day period commencing</P>
<P>with the Commencement Date.</P>

<P>&nbsp;</P>
<P>        (j)     &quot;Original Daily Base Amount&quot; means Twenty Thousand Dollars ($20,000)</P>
<P>per Trading Day</P>

<P>&nbsp;</P>
<P>(j)     &quot;Person&quot; means an individual or entity including any limited liability</P>
<P>company, a partnership, a joint venture, a corporation, a trust, an</P>
<P>unincorporated organization and a government or any department or agency</P>
<P>thereof.</P>

<P>&nbsp;</P>
<P>(k)     &quot;Principal Market&quot; means The American Stock Exchange.</P>

<P>&nbsp;</P>
<P>(l)     &quot;Purchase Amount means the portion of the Available Amount submitted in</P>
<P>a Purchase Notice to be used to purchase Common Stock pursuant to Section 1</P>
<P>hereof.</P>

<P>&nbsp;</P>
<P>(m)     &quot;Purchase Date&quot; means the actual date that the Buyer submits a Purchase</P>
<P>Notice to the Company to purchase Common Stock hereunder so long as the</P>
<P>Buyer shall transmit by facsimile (or otherwise deliver) to the Company on</P>
<P>or prior to 11:59 p.m., Central Time on such date. </P>

<P>&nbsp;</P>
<P>(n)     &quot;Purchase Price&quot; means, as of any Purchase Date or other date of</P>
<P>determination, the lower of the (A) the lowest Sale Price of the Common</P>
<P>Stock on the Purchase Date or such other date of determination and (B) the</P>
<P>arithmetic average of the three (3) lowest Closing Sale Prices for the</P>
<P>Common Stock during the fifteen (15) consecutive Trading Days ending on the</P>
<P>Trading Day immediately preceding such Purchase Date or other date of</P>
<P>determination (to be appropriately adjusted for any reorganization,</P>
<P>recapitalization, non-cash dividend, stock split or other similar</P>
<P>transaction).</P>

<P>&nbsp;</P>
<P>(o)      &quot;Sale Price&quot; means, for any security as of any date, the trade price</P>
<P>for such security on the Principal Market as reported by Bloomberg, or, if</P>
<P>the Principal Market is not the principal securities exchange or trading</P>
<P>market for such security, the trade price of such security on the principal</P>
<P>securities exchange or trading market where such security is listed or</P>
<P>traded as reported by Bloomberg.</P>

<P>&nbsp;</P>
<P>(p)     &quot;SEC&quot; means the United States Securities and Exchange Commission.</P>

<P>&nbsp;</P>
<P>(q)      &quot;Trading Day&quot; means any day on which the Principal Market is open for</P>
<P>customary trading.</P>

<P>&nbsp;</P>
<P>11.     MISCELLANEOUS.</P>

<P>&nbsp;</P>
<P>(a)     Governing Law; Jurisdiction; Jury Trial.  The corporate laws of the</P>
<P>State of Nevada shall govern all issues concerning the relative rights of</P>
<P>the Company and its shareholders. All other questions concerning the</P>
<P>construction, validity, enforcement and interpretation of this Agreement</P>
<P>and the other Transaction Documents shall be governed by the internal laws</P>
<P>of the State of Illinois, without giving effect to any choice of law or</P>
<P>conflict of law provision or rule (whether of the State of Illinois or any</P>
<P>other jurisdictions) that would cause the application of the laws of any</P>
<P>jurisdictions other than the State of Illinois.  Each party hereby</P>
<P>irrevocably submits to the exclusive jurisdiction of the state and federal</P>
<P>courts sitting in the City of Chicago, for the adjudication of any dispute</P>
<P>hereunder or under the other Transaction Documents or in connection</P>
<P>herewith or therewith, or with any transaction contemplated hereby or</P>
<P>discussed herein, and hereby irrevocably waives, and agrees not to assert</P>
<P>in any suit, action or proceeding, any claim that it is not personally</P>
<P>subject to the jurisdiction of any such court, that such suit, action or</P>
<P>proceeding is brought in an inconvenient forum or that the venue of such</P>
<P>suit, action or proceeding is improper.  Each party hereby irrevocably</P>
<P>waives personal service of process and consents to process being served in</P>
<P>any such suit, action or proceeding by mailing a copy thereof to such party</P>
<P>at the address for such notices to it under this Agreement and agrees that</P>
<P>such service shall constitute good and sufficient service of process and</P>
<P>notice thereof.  Nothing contained herein shall be deemed to limit in any</P>
<P>way any right to serve process in any manner permitted by law.  EACH PARTY</P>
<P>HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,</P>
<P>A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION</P>
<P>HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED</P>
<P>HEREBY.</P>

<P>&nbsp;</P>
<P>(b)     Counterparts.  This Agreement may be executed in two or more identical</P>
<P>counterparts, all of which shall be considered one and the same agreement</P>
<P>and shall become effective when counterparts have been signed by each party</P>
<P>and delivered to the other party; provided that a facsimile signature shall</P>
<P>be considered due execution and shall be binding upon the signatory thereto</P>
<P>with the same force and effect as if the signature were an original, not a</P>
<P>facsimile signature.</P>

<P>&nbsp;</P>
<P>(c)     Headings.  The headings of this Agreement are for convenience of</P>
<P>reference and shall not form part of, or affect the interpretation of, this</P>
<P>Agreement.</P>

<P>&nbsp;</P>
<P>(d)     Severability.  If any provision of this Agreement shall be invalid or</P>
<P>unenforceable in any jurisdiction, such invalidity or unenforceability</P>
<P>shall not affect the validity or enforceability of the remainder of this</P>
<P>Agreement in that jurisdiction or the validity or enforceability of any</P>
<P>provision of this Agreement in any other jurisdiction.</P>

<P>&nbsp;</P>
<P>(e)     Entire Agreement; Amendments.  This Agreement supersedes all other</P>
<P>prior oral or written agreements between the Buyer, the Company, their</P>
<P>affiliates and persons acting on their behalf with respect to the matters</P>
<P>discussed herein, and this Agreement, the other Transaction Documents and</P>
<P>the instruments referenced herein contain the entire understanding of the</P>
<P>parties with respect to the matters covered herein and therein and, except</P>
<P>as specifically set forth herein or therein, neither the Company nor the</P>
<P>Buyer makes any representation, warranty, covenant or undertaking with</P>
<P>respect to such matters.  No provision of this Agreement may be amended</P>
<P>other than by an instrument in writing signed by the Company and the Buyer,</P>
<P>and no provision hereof may be waived other than by an instrument in</P>
<P>writing signed by the party against whom enforcement is sought. </P>

<P>&nbsp;</P>
<P>(f)     Notices.  Any notices, consents, waivers or other communications</P>
<P>required or permitted to be given under the terms of this Agreement must be</P>
<P>in writing and will be deemed to have been delivered: (i) upon receipt,</P>
<P>when delivered personally; (ii) upon receipt, when sent by facsimile</P>
<P>(provided confirmation of transmission is mechanically or electronically</P>
<P>generated and kept on file by the sending party); or (iii) one Trading Day</P>
<P>after deposit with a nationally recognized overnight delivery service, in</P>
<P>each case properly addressed to the party to receive the same.  The</P>
<P>addresses and facsimile numbers for such communications shall be:</P>

<P>&nbsp;</P>
<P>If to the Company:</P>
<P>USURF America, Inc.</P>
<P>8748 Quarters Lake Road</P>
<P>Baton Rouge, Louisiana 70809</P>
<P>Telephone:      (225) 922-7744</P>
<P>Facsimile:      (225) 922-9123</P>
<P>Attention:      David Loflin    </P>

<P>&nbsp;</P>
<P>With a copy to:</P>
<P>Newlan &amp; Newlan</P>
<P>819 Office Park Circle</P>
<P>Lewisville, Texas 75057</P>
<P>Telephone:      (972) 353-3880</P>
<P>Facsimile:       (972) 353-8304</P>
<P>Attention:       Eric Newlan</P>

<P>&nbsp;</P>
<P>If to the Buyer:</P>
<P>Fusion Capital Fund II, LLC</P>
<P>222 Merchandise Mart Plaza, Suite 9-112</P>
<P>Chicago, IL 60654</P>
<P>Telephone:      312-644-6644</P>
<P>Facsimile:      312-644-6244</P>
<P>Attention:      Steven G. Martin</P>

<P>&nbsp;</P>
<P>If to the Transfer Agent:</P>
<P>Securities Transfer Corporation</P>
<P>2591 Dallas Parkway</P>
<P>Suite 102</P>
<P>Frisco, Texas 75034</P>
<P>Telephone:      (469) 633-0101</P>
<P>Facsimile:      (469) 633-0088</P>
<P>Attention:      Kevin Halter, Jr.</P>

<P>&nbsp;</P>
<P>or at such other address and/or facsimile number and/or to the attention of</P>
<P>such other person as the recipient party has specified by written notice</P>
<P>given to each other party three (3) Trading Days prior to the effectiveness</P>
<P>of such change.  Written confirmation of receipt (A) given by the recipient</P>
<P>of such notice, consent, waiver or other communication, (B) mechanically or</P>
<P>electronically generated by the sender's facsimile machine containing the</P>
<P>time, date, and recipient facsimile number or (C) provided by a nationally</P>
<P>recognized overnight delivery service, shall be rebuttable evidence of</P>
<P>personal service, receipt by facsimile or receipt from a nationally</P>
<P>recognized overnight delivery service in accordance with clause (i), (ii)</P>
<P>or (iii) above, respectively.</P>

<P>&nbsp;</P>
<P>(g)     Successors and Assigns.  This Agreement shall be binding upon and inure</P>
<P>to the benefit of the parties and their respective successors and assigns.</P>
<P>The Company shall not assign this Agreement or any rights or obligations</P>
<P>hereunder without the prior written consent of the Buyer, including by</P>
<P>merger or consolidation.  The Buyer may not assign its rights under this</P>
<P>Agreement.</P>

<P>&nbsp;</P>
<P>(h)     No Third Party Beneficiaries.  This Agreement is intended for the</P>
<P>benefit of the parties hereto and their respective permitted successors and</P>
<P>assigns, and is not for the benefit of, nor may any provision hereof be</P>
<P>enforced by, any other person.</P>

<P>&nbsp;</P>
<P>(i)     Publicity.  The Buyer shall have the right to approve before issuance</P>
<P>any press releases or any other public disclosure (including any filings</P>
<P>with the SEC) with respect to the transactions contemplated hereby;</P>
<P>provided, however, that the Company shall be entitled, without the prior</P>
<P>approval of any Buyer, to make any press release or other public disclosure</P>
<P>(including any filings with the SEC) with respect to such transactions as</P>
<P>is required by applicable law and regulations (although the Buyer shall be</P>
<P>consulted by the Company in connection with any such press release or other</P>
<P>public disclosure prior to its release and shall be provided with a copy</P>
<P>thereof).</P>

<P>&nbsp;</P>
<P>(j)     Further Assurances.  Each party shall do and perform, or cause to be</P>
<P>done and performed, all such further acts and things, and shall execute and</P>
<P>deliver all such other agreements, certificates, instruments and documents,</P>
<P>as the other party may reasonably request in order to carry out the intent</P>
<P>and accomplish the purposes of this Agreement and the consummation of the</P>
<P>transactions contemplated hereby.</P>

<P>&nbsp;</P>
<P>(k)     Termination.  This Agreement may be terminated only as follows: </P>

<P>&nbsp;</P>
<P>(i)     By the Buyer any time an Event of Default exists without any liability</P>
<P>or payment to the Company.  However, if pursuant to or within the meaning</P>
<P>of any Bankruptcy Law, the Company commences a voluntary case or any Person</P>
<P>commences a proceeding against the Company, a Custodian is appointed for</P>
<P>the Company or for all or substantially all of its property, or the Company</P>
<P>makes a general assignment for the benefit of its creditors, (any of which</P>
<P>would be an Event of Default as described in Sections 9(h), 9(i) and 9(j)</P>
<P>hereof) this Agreement shall automatically terminate without any liability</P>
<P>or payment to the Company without further action or notice by any Person.</P>
<P>No such termination of this Agreement under this Section 11(k)(i) shall</P>
<P>affect the Company's or the Buyer's obligations under this Agreement with</P>
<P>respect to pending purchases and the Company and the Buyer shall complete</P>
<P>their respective obligations with respect to any pending purchases under</P>
<P>this Agreement.  </P>

<P>&nbsp;</P>
<P>(ii)    In the event that the Commencement shall not have occurred, the</P>
<P>Company shall have the option to terminate this Agreement for any reason or</P>
<P>for no reason without liability of any party to any other party.  </P>

<P>&nbsp;</P>
<P>(iii)   In the event that the Commencement shall not have occurred on or</P>
<P>before May 31, 2001, due to the failure to satisfy the conditions set forth</P>
<P>in Sections 6 and 7 above with respect to the Commencement (and the</P>
<P>nonbreaching party's failure to waive such unsatisfied condition(s)), the</P>
<P>nonbreaching party shall have the option to terminate this Agreement at the</P>
<P>close of business on such date without liability of any party to any other</P>
<P>party.  </P>

<P>&nbsp;</P>
<P>(iv)    If by the Maturity Date, for any reason or for no reason the full</P>
<P>Available Amount under this Agreement has not been purchased as provided</P>
<P>for in Section 1 of this Agreement, by the Buyer without any liability or</P>
<P>payment to the Company. </P>

<P>&nbsp;</P>
<P>(v)      At any time after the Commencement Date, the Company shall have the</P>
<P>right to terminate this Agreement for any reason or for no reason  by</P>
<P>delivering  written notice (a &quot;Company Termination Notice&quot;) to the Buyer</P>
<P>electing to terminate this Agreement (a &quot;Company Termination&quot;).  The</P>
<P>Company Termination Notice shall not be effective until three (3) Trading</P>
<P>Days after it has been received by the Buyer.  Any Purchase Notices</P>
<P>submitted by the Buyer which have a Purchase Date on or prior to the third</P>
<P>(3rd) Trading Day after receipt by the Buyer of the Company Termination</P>
<P>Notice, must be honored by the Company as otherwise provided herein. </P>

<P>&nbsp;</P>
<P>(vi)    This Agreement shall automatically terminate on the date that the</P>
<P>Company sells and the Buyer purchases Ten Million Dollars ($10,000,000) of</P>
<P>Common Stock as provided herein, without any action or notice on the part</P>
<P>of any party. </P>

<P>&nbsp;</P>
<P>Except as set forth in Sections 11(k)(i) and 11(k)(vi), any termination of</P>
<P>this Agreement pursuant to this Section 11(k) shall be effected by written</P>
<P>notice from the Company to the Buyer, or the Buyer to the Company, as the</P>
<P>case may be, setting forth the basis for the termination hereof.  The</P>
<P>representations and warranties of the Company and the Buyer contained in</P>
<P>Sections 2 and 3 hereof, the indemnification provisions set forth in</P>
<P>Section 8 hereof and the agreements and covenants set forth in Section 11,</P>
<P>shall survive the Commencement and any termination of this Agreement.  No</P>
<P>termination of this Agreement shall effect the Company's or the Buyer's</P>
<P>obligations under this Agreement with respect to pending purchases and the</P>
<P>Company and the Buyer shall complete their respective obligations with</P>
<P>respect to any pending purchases under this Agreement.</P>

<P>&nbsp;</P>
<P>(l)     Financial Advisor, Placement Agent, Broker or Finder.  The Company</P>
<P>acknowledges to the Buyer that it has engaged Gruntal &amp; Co., L.L.C. as its</P>
<P>financial advisor in connection with the transactions contemplated hereby.</P>
<P>The Company represents and warrants to the Buyer that it has not retained</P>
<P>any other financial advisor, placement agent, broker or finder in</P>
<P>connection with the transactions contemplated hereby.  The Buyer represents</P>
<P>and warrants to the Company that it has not engaged any financial advisor,</P>
<P>placement agent, broker or finder in connection with the transactions</P>
<P>contemplated hereby.  The Company shall be responsible for the payment of</P>
<P>any fees or commissions, if any, of any financial advisor, placement agent,</P>
<P>broker or finder relating to or arising out of the transactions</P>
<P>contemplated hereby.  The Company shall pay, and hold the Buyer harmless</P>
<P>against, any liability, loss or expense (including, without limitation,</P>
<P>attorneys' fees and out of pocket expenses) arising in connection with any</P>
<P>such claim.</P>

<P>&nbsp;</P>
<P>(m)     No Strict Construction.  The language used in this Agreement will be</P>
<P>deemed to be the language chosen by the parties to express their mutual</P>
<P>intent, and no rules of strict construction will be applied against any party.</P>

<P>&nbsp;</P>
<P>(n)     Remedies, Other Obligations, Breaches and Injunctive Relief.  The</P>
<P>Buyer's remedies provided in this Agreement shall be cumulative and in</P>
<P>addition to all other remedies available to the Buyer under this Agreement,</P>
<P>at law or in equity (including a decree of specific performance and/or</P>
<P>other injunctive relief), no remedy of the Buyer contained herein shall be</P>
<P>deemed a waiver of compliance with the provisions giving rise to such</P>
<P>remedy and nothing herein shall limit the Buyer's right to pursue actual</P>
<P>damages for any failure by the Company to comply with the terms of this</P>
<P>Agreement.  The Company acknowledges that a breach by it of its obligations</P>
<P>hereunder will cause irreparable harm to the Buyer and that the remedy at</P>
<P>law for any such breach may be inadequate.  The Company therefore agrees</P>
<P>that, in the event of any such breach or threatened breach, the Buyer shall</P>
<P>be entitled, in addition to all other available remedies, to an injunction</P>
<P>restraining any breach, without the necessity of showing economic loss and</P>
<P>without any bond or other security being required.</P>

<P>&nbsp;</P>
<P>        (o)     Changes to the Terms of this Agreement.  This Agreement and any</P>
<P>provision hereof may only be amended by an instrument in writing signed by</P>
<P>the Company and the Buyer.  The term "Agreement" and all reference thereto,</P>
<P>as used throughout this instrument, shall mean this instrument as</P>
<P>originally executed, or if later amended or supplemented, then as so</P>
<P>amended or supplemented.</P>

<P>&nbsp;</P>
<P>        (p)     Enforcement Costs.  If: (i) this Agreement is placed by the Buyer in</P>
<P>the hands of an attorney for enforcement or is enforced by the Buyer</P>
<P>through any legal proceeding; or (ii) an attorney is retained to represent</P>
<P>the Buyer in any bankruptcy, reorganization, receivership or other</P>
<P>proceedings affecting creditors' rights and involving a claim under this</P>
<P>Agreement; or (iii) an attorney is retained to represent the Buyer in any</P>
<P>other proceedings whatsoever in connection with this Agreement, then the</P>
<P>Company shall pay to the Buyer, as incurred by the Buyer, all reasonable</P>
<P>costs and expenses including attorneys' fees incurred in connection</P>
<P>therewith, in addition to all other amounts due hereunder.</P>

<P>&nbsp;</P>
<P>        (q)     Failure or Indulgence Not Waiver.  No failure or delay in the exercise</P>
<P>of any power, right or privilege hereunder shall operate as a waiver</P>
<P>thereof, nor shall any single or partial exercise of any such power, right</P>
<P>or privilege preclude other or further exercise thereof or of any other</P>
<P>right, power or privilege.</P>

<P>&nbsp;</P>
<P>*     *     *     *     *</P>

<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, the Buyer and the Company have caused this Common Stock</P>
<P>Purchase Agreement to be duly executed as of the date first written above.</P>

<P>&nbsp;</P>
<P>THE COMPANY:</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>Name: David M. Loflin   </P>
<P>Title: President         </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>BUYER:</P>

<P>&nbsp;</P>
<P>FUSION CAPITAL FUND II, LLC</P>
<P>  BY: FUSION CAPITAL PARTNERS II, LLC</P>
<P>    BY: SGM HOLDINGS CORP.</P>

<P>&nbsp;</P>
<P>By: /s/ Steven G. Martin</P>
<P>Name: Steven G. Martin</P>
<P>Title: President</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>SCHEDULES</P>

<P>&nbsp;</P>
<P>Schedule 3(a)   Subsidiaries</P>
<P>Schedule 3(c)   Capitalization</P>
<P>Schedule 3(e)   Conflicts</P>
<P>Schedule 3(f)   1934 Act Filings</P>
<P>Schedule 3(g)   Material Changes</P>
<P>Schedule 3(h)   Litigation</P>
<P>Schedule 3(m)   Intellectual Property</P>
<P>Schedule 3(o)   Liens</P>
<P>Schedule 3(s)   Certain Transactions</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>        EXHIBITS</P>

<P>&nbsp;</P>
<P>Exhibit A       Form of Purchase Notice</P>
<P>Exhibit B       Form of Company Confirmation of Purchase Notice</P>
<P>Exhibit C       Form of Registration Rights Agreement</P>
<P>Exhibit D       Form of Company Counsel Opinion</P>
<P>Exhibit E       Form of Officer's Certificate</P>
<P>Exhibit F       Form of Resolutions of Board of Directors of the Company</P>
<P>Exhibit G       Form of Irrevocable Transfer Agent Instructions</P>
<P>Exhibit H       Form of Secretary's Certificate</P>
<P>DISCLOSURE SCHEDULES</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Schedule 3(a) - Subsidiaries</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Schedule 3(c) - Capitalization</P>
<P>(i.)    </P>
<P>(ii.)   </P>
<P>(iii.)  </P>
<P>(iv.)   </P>
<P>(v.)    </P>
<P>(vi.)   </P>
<P>(vii.)  </P>
<P>Schedule 3(e) - No Conflicts</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Schedule 3(f) - 1934 Act Filings</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Schedule 3(g) - Absence of Certain Changes</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Schedule 3(h) - Litigation</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Schedule 3(m) - Intellectual Property Rights</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Schedule 3(o) - Title</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Schedule 3(s) - Transactions with Affiliates</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>EXHIBIT A</P>

<P>&nbsp;</P>
<P>FORM OF PURCHASE NOTICE</P>

<P>&nbsp;</P>
<P>        Reference is made to the Common Stock Purchase Agreement (the "Common</P>
<P>Stock Purchase Agreement") between USURF AMERICA, INC. (the &quot;Company&quot;) and</P>
<P>FUSION CAPITAL FUND II, LLC dated __________.  In accordance with and</P>
<P>pursuant to the Common Stock Purchase Agreement, the undersigned hereby</P>
<P>elects to purchase shares of common stock, par value $.0001 per share (the</P>
<P>"Common Stock"), of the Company for the Available Amount indicated below of</P>
<P>as of the date specified below.</P>

<P>&nbsp;</P>
<P>Purchase Date:                                          </P>
<P>Monthly Period Dates:                                   </P>
<P>Initial Available Amount:                       $10,000,000.00</P>
<P>Monthly Base Amount:                            $400,000.00</P>

<P>&nbsp;</P>
<P>Remaining Available Amount</P>
<P>prior to this purchase:                         $       </P>

<P>&nbsp;</P>
<P>Remaining Monthly Base Amount</P>
<P>prior to this purchase:                         $       </P>

<P>&nbsp;</P>
<P>Available Amount to be purchased:               $       </P>

<P>&nbsp;</P>
<P>Remaining Available Amount</P>
<P>after this purchase:                            $       </P>

<P>&nbsp;</P>
<P>Remaining Monthly Base Amount</P>
<P>after this purchase:                            $       </P>

<P>&nbsp;</P>
<P>Please confirm the following information:</P>

<P>&nbsp;</P>
<P>Purchase Price per share:                       $       </P>

<P>&nbsp;</P>
<P>    Low Sale Price on Date Hereof</P>
<P>    Average of 3/15 Closing Sale Prices for _______($___),    _______($___)</P>
<P>and _______($___). </P>

<P>&nbsp;</P>
<P>Number of shares of Common Stock to be issued:          </P>

<P>&nbsp;</P>
<P>Please issue the shares of Common Stock in the following name and to the</P>
<P>following address:</P>

<P>&nbsp;</P>
<P>Issue to:                                               </P>
<P>        </P>
<P>        </P>

<P>&nbsp;</P>
<P>Authorized Signature:                                           </P>
<P>Name:   </P>
<P>Title:  </P>
<P>Phone #:        </P>

<P>&nbsp;</P>
<P>Broker DTC Participant Code:            ________________</P>
<P>Account Number* :                               ________________</P>

<P>&nbsp;</P>
<P>        * Note that receiving broker must initiate transaction on DWAC System. </P>

<P>&nbsp;</P>
<P>EXHIBIT B</P>

<P>&nbsp;</P>
<P>FORM OF COMPANY CONFIRMATION OF PURCHASE NOTICE</P>

<P>&nbsp;</P>
<P>        Reference is made to the Common Stock Purchase Agreement (the "Common</P>
<P>Stock Purchase Agreement") between USURF AMERICA, INC. (the &quot;Company&quot;) and</P>
<P>FUSION CAPITAL FUND II, LLC dated ________.  In accordance with and</P>
<P>pursuant to the Common Stock Purchase Agreement, the undersigned hereby</P>
<P>confirms and authorizes the issuance of shares of common stock, par value</P>
<P>$.0001 per share (the "Common Stock") of the Company, in connection with</P>
<P>the Purchase Notice (as defined in the Common Stock Purchase Agreement)</P>
<P>attached hereto.  Specifically, the Company hereby confirms the following</P>
<P>information:</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Purchase Date:                                          </P>
<P>Monthly Period Dates:                                   </P>
<P>Initial Available Amount:                       $10,000,000.00</P>
<P>Monthly Base Amount:                            $400,000.00</P>

<P>&nbsp;</P>
<P>Remaining Available Amount</P>
<P>prior to this purchase:                         $       </P>

<P>&nbsp;</P>
<P>Remaining Monthly Base Amount</P>
<P>prior to this purchase:                         $       </P>

<P>&nbsp;</P>
<P>Available Amount to be purchased:               $       </P>

<P>&nbsp;</P>
<P>Remaining Available Amount</P>
<P>after this purchase:                            $       </P>

<P>&nbsp;</P>
<P>Remaining Monthly Base Amount</P>
<P>after this purchase:                            $       </P>

<P>&nbsp;</P>
<P>Purchase Price per share:                       $       </P>

<P>&nbsp;</P>
<P>Number of shares of Common</P>
<P>Stock to be issued:                                             </P>

<P>&nbsp;</P>
<P>The shares of Common Stock shall be issued in the name and to the address</P>
<P>as set forth in the applicable Purchase Notice.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Authorized Signature                                    </P>
<P>Name:   </P>
<P>Title:  </P>
<P>Phone #:        </P>
<P>Fax #:  </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>EXHIBIT C</P>

<P>&nbsp;</P>
<P>        FORM OF REGISTRATION RIGHTS AGREEMENT</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>[Sent separately]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>EXHIBIT D</P>

<P>&nbsp;</P>
<P>FORM OF COMPANY COUNSEL OPINION</P>

<P>&nbsp;</P>
<P>        Capitalized terms used herein but not defined herein, have the meaning set</P>
<P>forth in the Common Stock Purchase Agreement.  Based on the foregoing, and</P>
<P>subject to the assumptions and qualifications set forth herein, we are of</P>
<P>the opinion that:</P>

<P>&nbsp;</P>
<P>1.      The Company is a corporation existing and in good standing under the</P>
<P>laws of the State of Nevada.  The Company is qualified to do business as a</P>
<P>foreign corporation and is in good standing in the States of Louisiana.</P>
<P>2.      The Company has the corporate power to execute and deliver, and perform</P>
<P>its obligations under, each Transaction Document to which it is a party.</P>
<P>The Company has the corporate power to conduct its business as, to the best</P>
<P>of our knowledge, it is now conducted, and to own and use the properties</P>
<P>owned and used by it.</P>
<P>3.      The execution, delivery and performance by the Company of the</P>
<P>Transaction Documents to which it is a party have been duly authorized by</P>
<P>all necessary corporate action on the part of the Company.  The execution</P>
<P>and delivery of the Transaction Documents by the Company, the performance</P>
<P>of the obligations of the Company thereunder and the consummation by it of</P>
<P>the transactions contemplated therein have been duly authorized and</P>
<P>approved by the Company's Board of Directors and no further consent,</P>
<P>approval or authorization of the Company, its Board of Directors or its</P>
<P>stockholders is required.  The Transaction Documents to which the Company</P>
<P>is a party have been duly executed and delivered by the Company and are the</P>
<P>valid and binding obligations of the Company, enforceable against the</P>
<P>Company in accordance with their terms except as such enforceability may be</P>
<P>limited by general principals of equity or applicable bankruptcy,</P>
<P>insolvency, liquidation or similar laws relating to, or affecting</P>
<P>creditor's rights and remedies.</P>
<P>4.      The execution, delivery and performance by the Company of the</P>
<P>Transaction Documents, the consummation by the Company of the transactions</P>
<P>contemplated thereby including the offering, sale and issuance of the</P>
<P>Commitment Shares, the Warrants and the Purchase Shares in accordance with</P>
<P>the terms and conditions of the Common Stock Purchase Agreement, and</P>
<P>fulfillment and compliance with terms of the Transaction Documents, does</P>
<P>not and shall not: (i) conflict with, constitute a breach of or default (or</P>
<P>an event which, with the giving of notice or lapse of time or both,</P>
<P>constitutes or could constitute a breach or a default), under (a) the</P>
<P>Certificate of Incorporation or the Bylaws of the Company, (b) any material</P>
<P>agreement, note, lease, mortgage, deed or other material instrument to</P>
<P>which to our knowledge the Company is a party or by which the Company or</P>
<P>any of its assets are bound, (ii) result in any violation of any statute,</P>
<P>law, rule or regulation applicable to the Company, or (iii) to our</P>
<P>knowledge, violate any order, writ, injunction or decree applicable to the</P>
<P>Company or any of its subsidiaries.</P>
<P>5.      The issuance of the Purchase Shares and Warrant Shares pursuant to the</P>
<P>terms and conditions of the Transaction Documents has been duly authorized.</P>
<P>6,000,000 shares of Common Stock have been properly reserved for issuance</P>
<P>under the Common Stock Purchase Agreement.  645,000 shares of Common Stock</P>
<P>have been properly reserved for issuance under the Warrant Agreement.  When</P>
<P>issued and paid for in accordance with the Common Stock Purchase Agreement,</P>
<P>the Purchase Shares shall be validly issued, fully paid and non-assessable,</P>
<P>to our knowledge, free of all taxes, liens, charges, restrictions, rights</P>
<P>of first refusal and preemptive rights. When issued and paid for in</P>
<P>accordance with the Warrant Agreement, the Warrant Shares shall be validly</P>
<P>issued, fully paid and non-assessable, to our knowledge, free of all taxes,</P>
<P>liens, charges, restrictions, rights of first refusal and preemptive</P>
<P>rights. To our knowledge, the execution and delivery of the Registration</P>
<P>Rights Agreement do not, and the performance by the Company of its</P>
<P>obligations thereunder shall not, give rise to any rights of any other</P>
<P>person for the registration under the Securities Act of any shares of</P>
<P>Common Stock or other securities of the Company which have not been waived.</P>
<P>6.      As of the date hereof, the authorized capital stock of the Company</P>
<P>consists of (i) ___________ shares of common stock, par value $_____ per</P>
<P>share, of which to our knowledge ___________ shares are issued and</P>
<P>outstanding, and (ii) ________ shares of preferred stock, par value $_____</P>
<P>per share of which to our knowledge ________ shares are issued and</P>
<P>outstanding.  Except as set forth on Schedule 3(c) of the Common Stock</P>
<P>Purchase Agreement, to our knowledge, there are no outstanding shares of</P>
<P>capital stock or other securities convertible into or exchangeable or</P>
<P>exercisable for shares of the capital stock of the Company.</P>
<P>7.      Assuming the accuracy of the representations and your compliance with</P>
<P>the covenants made by you in the Transaction Documents, the offering, sale</P>
<P>and issuance of the Commitment Shares and the Warrants to you pursuant to</P>
<P>the Transaction Documents is exempt from registration under the 1933 Act</P>
<P>and the securities laws and regulations of the States of Nevada  and</P>
<P>Louisiana.</P>
<P>8.      Other then which has been obtained and completed prior to the date</P>
<P>hereof, no authorization, approval, consent, filing or other order of any</P>
<P>federal or state governmental body, regulatory agency, or stock exchange or</P>
<P>market, or any court, or, to our knowledge, any third party is required to</P>
<P>be obtained by the Company to enter into and perform its obligations under</P>
<P>the Transaction Documents or for the Company to issue and sell the Purchase</P>
<P>Shares and Warrant Shares as contemplated by the Transaction Documents.</P>
<P>                9.  The Common Stock is registered pursuant to Section 12(g) of the</P>
<P>Exchange Act.  To our knowledge, since January 1, 1999, the Company has</P>
<P>been in compliance with the reporting requirements of the Exchange Act</P>
<P>applicable to it.  To our knowledge, since January 1, 1999, the Company has</P>
<P>not received any written notice from the Principal Market stating that the</P>
<P>Company has not been in compliance with any of the rules and regulations</P>
<P>(including the requirements for continued listing) of the Principal Market.</P>
<P>We further advise you that to our knowledge, except as disclosed on</P>
<P>Schedule 3(h) in the Common Stock Purchase Agreement, there is no action,</P>
<P>suit, proceeding, inquiry or investigation before or by any court, public</P>
<P>board or body, any governmental agency, any stock exchange or market, or</P>
<P>self-regulatory organization, which has been threatened in writing or which</P>
<P>is currently pending against the Company, any of its subsidiaries, any</P>
<P>officers or directors of the Company or any of its subsidiaries or any of</P>
<P>the properties of the Company or any of its subsidiaries. </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>        In addition, we have participated in the preparation of the SEC Documents</P>
<P>and the Registration Statement (SEC File #________) covering the sale of</P>
<P>the Purchase Shares, the Commitment Shares and the Warrant Shares including</P>
<P>the prospectus dated ____________, contained therein and in conferences</P>
<P>with officers and other representatives of the Company (including the</P>
<P>Company's independent auditors) during which the contents of the SEC</P>
<P>Documents, the Registration Statement and related matters were discussed</P>
<P>and reviewed and, although we are not passing upon and do not assume any</P>
<P>responsibility for the accuracy, completeness or fairness of the statements</P>
<P>contained in the SEC Documents or the Registration Statement, on the basis</P>
<P>of the information that was developed in the course of the performance of</P>
<P>the services referred to above, considered in the light of our</P>
<P>understanding of the applicable law, nothing came to our attention that</P>
<P>caused us to believe that the SEC Documents or the Registration Statement</P>
<P>(other than the financial statements and schedules and the other financial</P>
<P>and statistical data included therein, as to which we express no belief),</P>
<P>as of their dates, contained any untrue statement of a material fact or</P>
<P>omitted to state any material fact necessary in order to make the</P>
<P>statements therein, in the light of the circumstances under which they were</P>
<P>made, not misleading.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>EXHIBIT E</P>

<P>&nbsp;</P>
<P>FORM OF OFFICER'S CERTIFICATE</P>

<P>&nbsp;</P>
<P>This Officer's Certificate (&quot;Certificate&quot;) is being delivered pursuant to</P>
<P>Section 7(e) of that certain Common Stock Purchase Agreement dated as of</P>
<P>_________, 2001 (&quot;Common Stock Purchase Agreement&quot;), by and between USURF</P>
<P>AMERICA, INC., a Nevada corporation (the &quot;Company&quot;), and FUSION CAPITAL</P>
<P>FUND II, LLC (the &quot;Buyer&quot;).  Terms used herein and not otherwise defined</P>
<P>shall have the meanings ascribed to them in the Common Stock Purchase</P>
<P>Agreement.</P>

<P>&nbsp;</P>
<P>The undersigned, ___________, ______________ of the Company, hereby</P>
<P>certifies as follows:</P>

<P>&nbsp;</P>
<P>1.      I am the _____________ of the Company and make the statements contained</P>
<P>in this Certificate;</P>

<P>&nbsp;</P>
<P>2.      The representations and warranties of the Company contained in the</P>
<P>Common Stock Purchase Agreement are true and correct as of the date hereof;</P>

<P>&nbsp;</P>
<P>3.      The Company has performed, satisfied and complied in all material</P>
<P>respects with covenants, agreements and conditions required by the</P>
<P>Transaction Documents to be performed, satisfied or complied with by the</P>
<P>Company at or prior to the Commencement Date.</P>

<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of</P>
<P>___________.</P>

<P>&nbsp;</P>
<P>      ______________________    </P>
<P>        Name:</P>
<P>        Title:</P>

<P>&nbsp;</P>
<P>The undersigned as Secretary of USURF America, Inc., a Nevada corporation,</P>
<P>hereby certifies that ___________ is the duly elected, appointed, qualified</P>
<P>and acting ________ of _________ and that the signature appearing above is</P>
<P>his genuine signature.</P>

<P>&nbsp;</P>
<P>___________________________________    </P>
<P>Secretary</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>EXHIBIT F</P>

<P>&nbsp;</P>
<P>        FORM OF COMPANY RESOLUTIONS</P>

<P>&nbsp;</P>
<P>        WHEREAS, there has been presented to the Board of Directors of USURF</P>
<P>America, Inc., (the &quot;Corporation&quot;) a draft of a Common Stock Purchase</P>
<P>Agreement (the &quot;Purchase Agreement&quot;) by and among the Corporation and</P>
<P>Fusion Capital Fund II, LLC (&quot;Fusion&quot;), providing for the purchase by</P>
<P>Fusion of up to Ten Million Dollars ($10,000,000) of the Corporation's</P>
<P>common stock, par value $___ (the &quot;Common Stock&quot;); and</P>

<P>&nbsp;</P>
<P>        WHEREAS, after careful consideration of the Purchase Agreement, the</P>
<P>documents incident thereto and other factors deemed relevant by the Board</P>
<P>of Directors, the Board of Directors has determined that it is advisable</P>
<P>and in the best interests of the Corporation to engage in to transactions</P>
<P>contemplated by the Purchase Agreement.</P>

<P>&nbsp;</P>
<P>Transaction Documents</P>
<P>RESOLVED, that the transactions described in the Purchase Agreement are</P>
<P>hereby approved and ____________________________________________ (the</P>
<P>&quot;Authorized Officers&quot;) are severally authorized to execute and deliver the</P>
<P>Purchase Agreement, and any other agreements or documents contemplated</P>
<P>thereby (including, without limitation, a warrant agreement for the</P>
<P>purchase of 645,000  shares of the Company's Common Stock (the &quot;Warrant</P>
<P>Agreement&quot;), a registration rights agreement (the &quot;Registration Rights</P>
<P>Agreement&quot;) providing for the sale of the shares of the Company's Common</P>
<P>Stock issuable in respect of the Purchase Agreement) on behalf of the</P>
<P>Corporation, with such amendments, changes, additions and deletions as the</P>
<P>Authorized Officers may deem to be appropriate and approve on behalf of,</P>
<P>the Corporation, such approval to be conclusively evidenced by the</P>
<P>signature of an Authorized Officer thereon; and</P>
<P>FURTHER RESOLVED, that the terms and provisions of the Warrant Agreement by</P>
<P>and among the Corporation and Fusion are hereby approved and the Authorized</P>
<P>Officers are authorized to execute and deliver the Warrant Agreement</P>
<P>(pursuant to the terms of the Purchase Agreement), with such amendments,</P>
<P>changes, additions and deletions as the Authorized Officer may deem</P>
<P>appropriate and approve on behalf of, an Corporation, such approval to be</P>
<P>conclusively evidenced by the signature of an Authorized Officer thereon; and</P>
<P>FURTHER RESOLVED, that the terms and provisions of the Registration Rights</P>
<P>Agreement by and among the Corporation and Fusion are hereby approved and</P>
<P>the Authorized Officers are authorized to execute and deliver the</P>
<P>Registration Rights Agreement (pursuant to the terms of the Purchase</P>
<P>Agreement), with such amendments, changes, additions and deletions as the</P>
<P>Authorized Officer may deem appropriate and approve on behalf of, an</P>
<P>Corporation, such approval to be conclusively evidenced by the signature of</P>
<P>an Authorized Officer thereon; and</P>
<P>FURTHER RESOLVED, that the terms and provisions of the Form of Transfer</P>
<P>Agent Instructions (the &quot;Instructions&quot;) are hereby approved and the</P>
<P>Authorized Officers are authorized to execute and deliver the Instructions</P>
<P>(pursuant to the terms of the Purchase Agreement), with such amendments,</P>
<P>changes, additions and deletions as the Authorized Officers may deem</P>
<P>appropriate and approve on behalf of, the Corporation, such approval to be</P>
<P>conclusively evidenced by the signature of an Authorized Officer thereon; and</P>
<P>Execution of Purchase Agreement</P>
<P>FURTHER RESOLVED, that the Corporation be and it hereby is authorized to</P>
<P>execute the Purchase Agreement providing for the purchase of common stock</P>
<P>of the Corporation having an aggregate value of up to $10,000,000; and</P>
<P>Issuance of Common Stock</P>
<P>FURTHER RESOLVED, that the Corporation is hereby authorized to issue the</P>
<P>Commitment Shares (as defined in the Purchase Agreement) and that, upon</P>
<P>issuance of the Commitment Shares pursuant to the Purchase Agreement, the</P>
<P>Commitment Shares shall be duly authorized, validly issued, fully paid and</P>
<P>nonassessable with no personal liability attaching to the ownership</P>
<P>thereof; and</P>
<P>FURTHER RESOLVED, that the Corporation is hereby authorized to issue</P>
<P>645,000 Warrant Shares (as defined in the Purchase Agreement) and that,</P>
<P>upon issuance of the Warrant Shares pursuant to the Warrant Agreement, the</P>
<P>Warrant Shares shall be duly authorized, validly issued, fully paid and</P>
<P>nonassessable with no personal liability attaching to the ownership</P>
<P>thereof; and</P>
<P>FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares</P>
<P>of Common Stock upon the purchase of shares of Common Stock up to the</P>
<P>available amount under the Purchase Agreement (the "Purchase Shares") in</P>
<P>accordance with the terms of the Purchase Agreement and that, upon issuance</P>
<P>of the Purchase Shares pursuant to the Purchase Agreement, the Purchase</P>
<P>Shares will be duly authorized, validly issued, fully paid and</P>
<P>nonassessable with no personal liability attaching to the ownership</P>
<P>thereof; and</P>
<P>FURTHER RESOLVED, that the Corporation shall initially reserve 6,000,000</P>
<P>shares of Common Stock for issuance as Purchase Shares under the Purchase</P>
<P>Agreement. </P>
<P>FURTHER RESOLVED, that the Corporation shall initially reserve 645,000</P>
<P>shares of Common Stock for issuance as Warrant Shares under the Warrant</P>
<P>Agreement.</P>
<P>Registration Statement</P>
<P>The management of the Corporation has prepared an initial draft of a</P>
<P>Registration Statement on Form ___  (the &quot;Registration Statement&quot;) in order</P>
<P>to register the sale of the Purchase Shares, the Commitment Shares and the</P>
<P>warrant Shares (collectively, the &quot;Shares&quot;); and</P>
<P>The Board of Directors has determined to approve the Registration Statement</P>
<P>and to authorize the appropriate officers of the Corporation to take all</P>
<P>such actions as they may deem appropriate to effect the offering; and</P>
<P>NOW, THEREFORE, BE IT RESOLVED, that the officers and directors of the</P>
<P>Corporation be, and each of them hereby is, authorized and directed, with</P>
<P>the assistance of counsel and accountants for the Corporation, to prepare,</P>
<P>execute and file with the Securities and Exchange Commission (the</P>
<P>&quot;Commission&quot;) the Registration Statement, which Registration Statement</P>
<P>shall be filed substantially in the form presented to the Board of</P>
<P>Directors, with such changes therein as the Chief Executive Officer of the</P>
<P>Corporation or any Vice President of the Corporation shall deem desirable</P>
<P>and in the best interest of the Corporation and its shareholders (such</P>
<P>officer's execution thereof including such changes shall be deemed to</P>
<P>evidence conclusively such determination); and</P>
<P>FURTHER RESOLVED, that the officers of the Corporation be, and each of them</P>
<P>hereby is, authorized and directed, with the assistance of counsel and</P>
<P>accountants for the Corporation, to prepare, execute and file with the</P>
<P>Commission all amendments, including post-effective amendments, and</P>
<P>supplements to the Registration Statement, and all certificates, exhibits,</P>
<P>schedules, documents and other instruments relating to the Registration</P>
<P>Statement, as such officers shall deem necessary or appropriate (such</P>
<P>officer's execution and filing thereof shall be deemed to evidence</P>
<P>conclusively such determination); and </P>
<P>FURTHER RESOLVED, that the execution of the Registration Statement and of</P>
<P>any amendments and supplements thereto by the officers and directors of the</P>
<P>Corporation be, and the same hereby is, specifically authorized either</P>
<P>personally or by the Authorized Officers as such officer's or director's</P>
<P>true and lawful attorneys-in-fact and agents; and</P>
<P>FURTHER RESOLVED, that the Authorized Officers are hereby is designated as</P>
<P>&quot;Agent for Service&quot; of the Corporation in connection with the Registration</P>
<P>Statement and the filing thereof with the Commission, and the Authorized</P>
<P>Officers hereby are, authorized to receive communications and notices from</P>
<P>the Commission with respect to the Registration Statement; and</P>
<P>FURTHER RESOLVED, that the officers of the Corporation be, and each of them</P>
<P>hereby is, authorized and directed to pay all fees, costs and expenses that</P>
<P>may be incurred by the Corporation in connection with the Registration</P>
<P>Statement; and</P>
<P>FURTHER RESOLVED, that it is desirable and in the best interest of the</P>
<P>Corporation that the Shares be qualified or registered for sale in various</P>
<P>states; that the officers of the Corporation be, and each of them hereby</P>
<P>is, authorized to determine the states in which appropriate action shall be</P>
<P>taken to qualify or register for sale all or such part of the Shares as</P>
<P>they may deem advisable; that said officers be, and each of them hereby is,</P>
<P>authorized to perform on behalf of the Corporation any and all such acts as</P>
<P>they may deem necessary or advisable in order to comply with the applicable</P>
<P>laws of any such states, and in connection therewith to execute and file</P>
<P>all requisite papers and documents, including, but not limited to,</P>
<P>applications, reports, surety bonds, irrevocable consents, appointments of</P>
<P>attorneys for service of process and resolutions; and the execution by such</P>
<P>officers of any such paper or document or the doing by them of any act in</P>
<P>connection with the foregoing matters shall conclusively establish their</P>
<P>authority therefor from the Corporation and the approval and ratification</P>
<P>by the Corporation of the papers and documents so executed and the actions</P>
<P>so taken; and</P>
<P>FURTHER RESOLVED, that if, in any state where the securities to be</P>
<P>registered or qualified for sale to the public, or where the Corporation is</P>
<P>to be registered in connection with the public offering of the Shares, a</P>
<P>prescribed form of resolution or resolutions is required to be adopted by</P>
<P>the Board of Directors, each such resolution shall be deemed to have been</P>
<P>and hereby is adopted, and the Secretary is hereby authorized to certify</P>
<P>the adoption of all such resolutions as though such resolutions were now</P>
<P>presented to and adopted by the Board of Directors; and</P>
<P>        FURTHER RESOLVED, that the officers of the Corporation with the</P>
<P>assistance of counsel be, and each of them hereby is, authorized and</P>
<P>directed to take all necessary steps and do all other things necessary and</P>
<P>appropriate to effect the listing of the Shares on the American Stock</P>
<P>Exchange.</P>
<P>Approval of Actions</P>
<P>RESOLVED, that, without limiting the foregoing, the Authorized Officers</P>
<P>are, and each of them hereby is, authorized and directed to proceed on</P>
<P>behalf of the Corporation and to take all such steps as deemed necessary or</P>
<P>appropriate, with the advice and assistance of counsel, to cause the</P>
<P>Corporation to consummate the agreements referred to herein and to perform</P>
<P>its obligations under such agreements; and</P>
<P>        RESOLVED, that the Authorized Officers be, and each of them hereby is,</P>
<P>authorized, empowered and directed on behalf of and in the name of the</P>
<P>Corporation, to take or cause to be taken all such further actions and to</P>
<P>execute and deliver or cause to be executed and delivered all such further</P>
<P>agreements, amendments, documents, certificates, reports, schedules,</P>
<P>applications, notices, letters and undertakings and to incur and pay all</P>
<P>such fees and expenses as in their judgment shall be necessary, proper or</P>
<P>desirable to carry into effect the purpose and intent of any and all of the</P>
<P>foregoing resolutions, and that all actions heretofore taken by any officer</P>
<P>or director of the Corporation in connection with the transactions</P>
<P>contemplated by the agreements described herein are hereby approved,</P>
<P>ratified and confirmed in all respects.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>        EXHIBIT G</P>

<P>&nbsp;</P>
<P>FORM OF TRANSFER AGENT INSTRUCTIONS</P>

<P>&nbsp;</P>
<P>        [Commencement Date]</P>

<P>&nbsp;</P>
<P>[TRANSFER AGENT]</P>
<P>[Address]</P>

<P>&nbsp;</P>
<P>Attn:  __________________</P>

<P>&nbsp;</P>
<P>Ladies and Gentlemen:</P>

<P>&nbsp;</P>
<P>Reference is made to that certain Common Stock Purchase Agreement (the</P>
<P>&quot;Common Stock Purchase Agreement&quot;), dated as of ____________, 2001, by and</P>
<P>between USURF AMERCIA, INC., a Nevada corporation (the "Company"), and</P>
<P>FUSION CAPITAL FUND II, LLC (together with its assigns, the &quot;Buyer&quot;),</P>
<P>pursuant to which the Company may sell to the Buyer up to Ten Million</P>
<P>Dollars ($10,000,000) of the Company's common stock, par value $___ per</P>
<P>share (the "Common Stock").  The shares of Common Stock to be purchased</P>
<P>thereunder are referred to herein as, the "Purchase Shares."  In addition,</P>
<P>the Company has issued to the Buyer 645,000 common stock purchase warrants</P>
<P>(the &quot;Warrants&quot;) granting the Buyer the right to purchase from the Company</P>
<P>645,000 shares of Common Stock (the &quot;Warrant Shares&quot;).  This letter shall</P>
<P>serve as our irrevocable authorization and direction to you (provided that</P>
<P>you are the transfer agent of the Company at such time) to issue the</P>
<P>Purchase Shares to the Buyer from time to time upon surrender to you of a</P>
<P>properly completed and duly executed Purchase Notice, in the form attached</P>
<P>hereto as Exhibit I, and a Company Confirmation of Purchase Notice, in the</P>
<P>form attached hereto as Exhibit II.  This letter shall also serve as our</P>
<P>irrevocable authorization and direction to you (provided that you are the</P>
<P>transfer agent of the Company at such time) to issue the Warrant Shares to</P>
<P>the Buyer from time to time upon surrender to you of a properly completed</P>
<P>and duly executed Warrant Exercise Notice, in the form attached hereto as</P>
<P>Exhibit IV, and a Company Confirmation of Warrant Exercise Notice, in the</P>
<P>form attached hereto as Exhibit V.</P>

<P>&nbsp;</P>
<P>Specifically in regard to the issuance of Purchase Shares, upon receipt by</P>
<P>the Company of a copy of a Purchase Notice, the Company shall as soon as</P>
<P>practicable, but in no event later than one (1) Trading Day (as defined</P>
<P>below) after receipt of such Purchase Notice, send, via facsimile, a</P>
<P>Company Confirmation of Purchase Notice to the Buyer and to you, which</P>
<P>confirmation shall constitute an irrevocable instruction to  you to process</P>
<P>such Purchase Notice in accordance with the terms of these instructions and</P>
<P>the Company Confirmation of Purchase Notice.  Upon your receipt of a copy</P>
<P>of the executed Purchase Notice and a copy of the applicable Company</P>
<P>Confirmation of Purchase Notice, you shall use your best efforts to, within</P>
<P>one (1) Trading Day following the date of receipt of the Company</P>
<P>Confirmation of Purchase Notice, (A) issue and surrender to a common</P>
<P>carrier for overnight delivery to the address as specified in the Purchase</P>
<P>Notice, a certificate, registered in the name of the Buyer or its designee,</P>
<P>for the number of shares of Common Stock to which the Buyer shall be</P>
<P>entitled as set forth in the Company Confirmation of Purchase Notice or (B)</P>
<P>provided that (1) a registration statement is available for the sale of the</P>
<P>Purchase Shares at the time of issuance of the respective Purchase Shares</P>
<P>and (2) you are participating in The Depository Trust Company ("DTC") Fast</P>
<P>Automated Securities Transfer Program, upon the request of the Buyer,</P>
<P>credit such aggregate number of shares of Common Stock to which the Buyer</P>
<P>shall be entitled to the Buyer's or its designee's balance account with DTC</P>
<P>through its Deposit Withdrawal At Custodian (&quot;DWAC&quot;) system provided the</P>
<P>Buyer causes its bank or broker to initiate the DWAC transaction.</P>
<P>("Trading Day" shall mean any day on which the American Stock Exchange is</P>
<P>open for customary trading.) </P>

<P>&nbsp;</P>
<P>Specifically in regard to Warrant Shares, upon receipt by the Company of a</P>
<P>copy of a Warrant Exercise Notice, the Company shall as soon as</P>
<P>practicable, but in no event later than one (1) Trading Day after receipt</P>
<P>of such Warrant Exercise Notice, send, via facsimile, a Company</P>
<P>Confirmation of Warrant Exercise Notice to the Buyer and to you, which</P>
<P>confirmation shall constitute an irrevocable instruction to  you to process</P>
<P>such Warrant Exercise Notice in accordance with the terms of these</P>
<P>instructions and the Company Confirmation of Warrant Exercise Notice.  Upon</P>
<P>your receipt of a copy of the executed Warrant Exercise Notice and a copy</P>
<P>of the applicable Company Confirmation of Warrant Exercise Notice, you</P>
<P>shall use your best efforts to, within one (1) Trading Day following the</P>
<P>date of receipt of the Company Confirmation of Warrant Exercise Notice, (A)</P>
<P>issue and surrender to a common carrier for overnight delivery to the</P>
<P>address as specified in the Purchase Notice, a certificate, registered in</P>
<P>the name of the Buyer or its designee, for the number of shares of Common</P>
<P>Stock to which the Buyer shall be entitled as set forth in the Company</P>
<P>Confirmation of Purchase Notice or (B) provided that (1) a registration</P>
<P>statement is available for the sale of the Warrant Shares at the time of</P>
<P>issuance of the respective Warrant Shares and (2) you are participating in</P>
<P>The DTC Fast Automated Securities Transfer Program, upon the request of the</P>
<P>Buyer, credit such aggregate number of shares of Common Stock to which the</P>
<P>Buyer shall be entitled to the Buyer's or its designee's balance account</P>
<P>with DTC through its DWAC system provided the Buyer causes its bank or</P>
<P>broker to initiate the DWAC transaction.</P>

<P>&nbsp;</P>
<P>The Company hereby confirms to you and the Buyer that certificates</P>
<P>representing the Purchase Shares or the Warrant Shares shall not bear any</P>
<P>legend restricting transfer of the Purchase Shares thereby and should not</P>
<P>be subject to any stop-transfer restrictions and shall otherwise be freely</P>
<P>transferable on the books and records of the Company provided that the</P>
<P>Company counsel delivers the Notice of Effectiveness set forth in Exhibit</P>
<P>III attached hereto, and that if the Purchase Shares or Warrant Shares are</P>
<P>not registered for sale under the Securities Act of 1933, as amended, then</P>
<P>the certificates for the Purchase Shares or Warrant Shares shall bear the</P>
<P>following legend:</P>

<P>&nbsp;</P>
<P>"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED</P>
<P>UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE</P>
<P>SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY</P>
<P>NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN</P>
<P>EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES</P>
<P>ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION</P>
<P>OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT</P>
<P>REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES</P>
<P>LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."</P>

<P>&nbsp;</P>
<P>The Company hereby confirms to you and the Buyer that no instructions other</P>
<P>than as contemplated herein will be given to you by the Company with</P>
<P>respect to the Purchase Shares or Warrant Shares. </P>

<P>&nbsp;</P>
<P>Please be advised that the Buyer is relying upon this letter as an</P>
<P>inducement to purchase shares of Common Stock under the Common Stock</P>
<P>Purchase Agreement and, accordingly, the Buyer is a third party beneficiary</P>
<P>to these instructions.</P>

<P>&nbsp;</P>
<P>Should you have any questions concerning this matter, please contact me at</P>
<P>(___) ___-____.</P>

<P>&nbsp;</P>
<P>                                                Very truly yours,</P>
<P>                                                </P>
<P>                                                USURF AMERCIA, INC.</P>

<P>&nbsp;</P>
<P>                                                By:__________________________</P>
<P>                                                Name:   _______________________</P>
<P>                                                Its:    _______________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>ACKNOWLEDGED AND AGREED:</P>
<P>[TRANSFER AGENT]</P>
<P>By:                                             </P>
<P>Name:                                           </P>
<P>Title                                           </P>
<P>Date:                                           </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>cc:     FUSION CAPITAL FUND II, LLC</P>
<P>        EXHIBIT I</P>
<P>        TO TRANSFER AGENT INSTRUCTIONS</P>

<P>&nbsp;</P>
<P>        FORM OF PURCHASE NOTICE</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>See attached.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>[Attach Exhibit A to Common Stock Purchase Agreement.]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>        EXHIBIT II</P>
<P>        TO TRANSFER AGENT INSTRUCTIONS</P>

<P>&nbsp;</P>
<P>        FORM OF COMPANY CONFIRMATION OF PURCHASE NOTICE</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>See attached.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>[Attach Exhibit B to Common Stock Purchase Agreement.]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>        EXHIBIT III</P>
<P>        TO TRANSFER AGENT INSTRUCTIONS</P>

<P>&nbsp;</P>
<P>        FORM OF NOTICE OF EFFECTIVENESS</P>
<P>        OF REGISTRATION STATEMENT</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>[Date]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>[TRANSFER AGENT]</P>
<P>[Address]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Attn:  __________________</P>

<P>&nbsp;</P>
<P>Ladies and Gentlemen:</P>

<P>&nbsp;</P>
<P>We are counsel to USURF AMERICA, INC., a Nevada corporation (the</P>
<P>"Company"), and have represented the Company in connection with that</P>
<P>certain Common Stock Purchase Agreement (the "Common Stock Purchase</P>
<P>Agreement") entered into by and among the Company and FUSION CAPITAL FUND</P>
<P>II, LLC (the "Buyer") pursuant to which (i) the Company may sell to the</P>
<P>Buyer  up to ___________ Dollars ($___________) of the Company's common</P>
<P>stock, par value $____ per share (the "Common Stock&quot; and the shares of</P>
<P>Common Stock to be purchased thereunder are referred to herein as, the</P>
<P>"Purchase Shares"), and (ii) the Company has agreed to issue to the Buyer</P>
<P>_______ shares of Common Stock (the "Commitment Shares").  Pursuant to the</P>
<P>Common Stock Purchase Agreement, the Company also has entered into a</P>
<P>Warrant Agreement with the Buyer (the "Warrant Agreement") pursuant to</P>
<P>which the Company has issued to the Buyer 645,000 common stock purchase</P>
<P>warrants (the &quot;Warrants&quot;) granting the Buyer the right to purchase from the</P>
<P>Company 645,000 shares of Common Stock (the &quot;Warrant Shares&quot;).  Pursuant to</P>
<P>the Common Stock Purchase Agreement, the Company also has entered into a</P>
<P>Registration Rights Agreement with the Buyer (the "Registration Rights</P>
<P>Agreement") pursuant to which the Company agreed, among other things, to</P>
<P>register the Purchase Shares, the Commitment Shares and the Warrant Shares</P>
<P>under the Securities Act of 1933, as amended (the "1933 Act").  In</P>
<P>connection with the Company's obligations under the Common Stock Purchase</P>
<P>Agreement and the Registration Rights Agreement, on _____________, the</P>
<P>Company filed a Registration Statement (File No. 333-_____________) (the</P>
<P>"Registration Statement") with the Securities and Exchange Commission (the</P>
<P>"SEC") relating to the sale of the Purchase Shares and the Commitment Shares.</P>

<P>&nbsp;</P>
<P>In connection with the foregoing, we advise you that a member of the SEC's</P>
<P>staff has advised us by telephone that the SEC has entered an order</P>
<P>declaring the Registration Statement effective under the 1933 Act at [ENTER</P>
<P>TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no</P>
<P>knowledge, after telephonic inquiry of a member of the SEC's staff, that</P>
<P>any stop order suspending its effectiveness has been issued or that any</P>
<P>proceedings for that purpose are pending before, or threatened by, the SEC</P>
<P>and the Purchase Shares, the Commitment Shares and the Warrant Shares are</P>
<P>available for sale under the 1933 Act pursuant to the Registration Statement.</P>

<P>&nbsp;</P>
<P>The Buyer has confirmed  it shall comply with all securities laws and</P>
<P>regulations applicable to it including applicable prospectus delivery</P>
<P>requirements upon sale of the Commitment Shares, the Warrant Shares or the</P>
<P>Purchase Shares.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Very truly yours,</P>
<P>                [Company Counsel]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>                By:____________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>cc:     FUSION CAPITAL FUND II, LLC</P>

<P>&nbsp;</P>
<P>        EXHIBIT IV</P>
<P>        TO TRANSFER AGENT INSTRUCTIONS</P>

<P>&nbsp;</P>
<P>        FORM OF WARRANT EXERCISE NOTICE</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>See attached.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>[Attach Exhibit 1 to Warrant Agreement.]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>        EXHIBIT V</P>
<P>        TO TRANSFER AGENT INSTRUCTIONS</P>

<P>&nbsp;</P>
<P>        FORM OF COMPANY CONFIRMATION WARRANT EXERCISE NOTICE</P>

<P>&nbsp;</P>
<P>        Reference is made to the Common Stock Purchase Agreement (the "Common</P>
<P>Stock Purchase Agreement") between USURF AMERICA, INC. (the &quot;Company&quot;) and</P>
<P>FUSION CAPITAL FUND II, LLC dated April 25, 2001.  In accordance with and</P>
<P>pursuant to the Common Stock Purchase Agreement, the Company has issued to</P>
<P>FUSION CAPITAL FUND II, LLC a Warrant to Purchase _________ shares of</P>
<P>common stock, par value $.01 per share (the "Common Stock") of the Company.</P>
<P> The undersigned hereby confirms that FUSION CAPITAL FUND II, LLC has</P>
<P>exercised the Warrant to purchase _____ shares of Common stock and</P>
<P>authorizes the issuance of ______ shares of common stock, par value $.0001</P>
<P>per share (the "Common Stock") of the Company, in connection with the</P>
<P>Warrant Exercise Notice   Specifically, the Company hereby confirms the</P>
<P>following information:</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Number of shares of Common</P>
<P>Stock to be issued:                                             </P>

<P>&nbsp;</P>
<P>        Remaining Number of shares </P>
<P>        Subject to Exercise:                            ____________________________________</P>

<P>&nbsp;</P>
<P>        Exercise Price:                         $.__/share of Common Stock (Subject to Adjustment</P>
<P>pursuant to the Warrant)</P>

<P>&nbsp;</P>
<P>The shares of Common Stock shall be issued in the name and to the address</P>
<P>as set forth in the applicable Warrant Exercise Notice.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Authorized Signature                                    </P>
<P>Name:   </P>
<P>Title:  </P>
<P>Phone #:        </P>
<P>Fax #:  </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>        EXHIBIT H</P>

<P>&nbsp;</P>
<P>        FORM OF SECRETARY'S CERTIFICATE</P>

<P>&nbsp;</P>
<P>        This Secretary's Certificate (&quot;Certificate&quot;) is being delivered pursuant</P>
<P>to Section 7(k) of that certain Common Stock Purchase Agreement dated as of</P>
<P>__________, 2001 (&quot;Common Stock Purchase Agreement&quot;), by and between USURF</P>
<P>AMERICA, INC., a Nevada corporation (the &quot;Company&quot;) and FUSION CAPITAL FUND</P>
<P>II, LLC (the &quot;Buyer&quot;), pursuant to which the Company may sell to the Buyer</P>
<P>up to Ten Million Dollars ($10,000,000) of the Company's Common Stock, par</P>
<P>value $.0001 per share (the "Common Stock").  Terms used herein and not</P>
<P>otherwise defined shall have the meanings ascribed to them in the Common</P>
<P>Stock Purchase Agreement.</P>

<P>&nbsp;</P>
<P>The undersigned, ____________, Secretary of the Company, hereby certifies</P>
<P>as follows:</P>

<P>&nbsp;</P>
<P>1.      I am the Secretary of the Company and make the statements contained in</P>
<P>this Secretary's Certificate.</P>

<P>&nbsp;</P>
<P>2.      Attached hereto as Exhibit A and Exhibit B are true, correct and</P>
<P>complete copies of the Company's bylaws (&quot;Bylaws&quot;) and Certificate of</P>
<P>Incorporation (&quot;Articles&quot;), in each case, as amended through the date</P>
<P>hereof, and no action has been taken by the Company, its directors,</P>
<P>officers or shareholders, in contemplation of the filing of any further</P>
<P>amendment relating to or affecting the Bylaws or Articles.</P>

<P>&nbsp;</P>
<P>3.      Attached hereto as Exhibit C are true, correct and complete copies of</P>
<P>the resolutions duly adopted by the Board of Directors of the Company on</P>
<P>_____________, at which a quorum was present and acting throughout.  Such</P>
<P>resolutions have not been amended, modified or rescinded and remain in full</P>
<P>force and effect and such resolutions are the only resolutions adopted by</P>
<P>the Company's Board of Directors, or any committee thereof, or the</P>
<P>shareholders of the Company relating to or affecting (i) the entering into</P>
<P>and performance of the Common Stock Purchase Agreement, or the issuance,</P>
<P>offering and sale of the Purchase Shares and the Commitment Shares and (ii)</P>
<P>and the performance of the Company of its obligation under the Transaction</P>
<P>Documents as contemplated therein.</P>

<P>&nbsp;</P>
<P>4.      As of the date hereof, the authorized, issued and reserved capital stock</P>
<P>of the Company is as set forth on Exhibit D hereto.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of</P>
<P>____________.</P>

<P>&nbsp;</P>
<P>_________________________    </P>
<P>Secretary </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>The undersigned as ___________ of __________, a ________ corporation,</P>
<P>hereby certifies that ____________ is the duly elected, appointed,</P>
<P>qualified and acting Secretary of _________, and that the signature</P>
<P>appearing above is his genuine signature.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>___________________________________</P></FONT></BODY>
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<TYPE>EX-10
<SEQUENCE>12
<FILENAME>exh10122.htm
<TEXT>

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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.122</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>REGISTRATION RIGHTS AGREEMENT</P>

<P>&nbsp;</P>
<P>REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 25,</P>
<P>2001, by and between USURF AMERICA, INC., a Nevada corporation, (the</P>
<P>"Company"), and FUSION CAPITAL FUND II, LLC (together with it permitted</P>
<P>assigns, the &quot;Buyer&quot;).  Capitalized terms used herein and not otherwise</P>
<P>defined herein shall have the respective meanings set forth in the Common</P>
<P>Stock Purchase Agreement by and between the parties hereto dated as of</P>
<P>April 25, 2001 (as amended, restated, supplemented or otherwise modified</P>
<P>from time to time, the "Purchase Agreement").</P>

<P>&nbsp;</P>
<P>        WHEREAS:</P>

<P>&nbsp;</P>
<P>A.      The Company has agreed, upon the terms and subject to the conditions of</P>
<P>the Purchase Agreement, to issue to the Buyer up to Ten Million Dollars</P>
<P>($10,000,000) of the Company's common stock, par value $.0001 per share</P>
<P>(the "Common Stock") (the "Purchase Shares"); and</P>

<P>&nbsp;</P>
<P>B.      In connection with the Purchase Agreement, the Company has issued to the</P>
<P>Buyer (i)  800,000 shares of Common Stock (the "Commitment Shares") and</P>
<P>(ii) 645,000 common stock purchase warrants (the &quot;Warrants&quot;) granting the</P>
<P>Buyer the right to purchase from the Company 645,000 shares of Common Stock</P>
<P>(the &quot;Warrant Shares&quot;); and</P>

<P>&nbsp;</P>
<P>C.      To induce the Buyer to enter into the Purchase Agreement, the Company</P>
<P>has agreed to provide certain registration rights under the Securities Act</P>
<P>of 1933, as amended, and the rules and regulations thereunder, or any</P>
<P>similar successor statute (collectively, the "1933 Act"), and applicable</P>
<P>state securities laws.</P>

<P>&nbsp;</P>
<P>NOW, THEREFORE, in consideration of the premises and the mutual covenants</P>
<P>contained herein and other good and valuable consideration, the receipt and</P>
<P>sufficiency of which are hereby acknowledged, the Company and the Buyer</P>
<P>hereby agree as follows:</P>

<P>&nbsp;</P>
<P>1.      DEFINITIONS.</P>

<P>&nbsp;</P>
<P>As used in this Agreement, the following terms shall have the following</P>
<P>meanings:</P>

<P>&nbsp;</P>
<P>a.      "Investor" means the Buyer, any transferee or assignee thereof to whom a</P>
<P>Buyer assigns its rights under this Agreement and who agrees to become</P>
<P>bound by the provisions of this Agreement in accordance with Section 9 and</P>
<P>any transferee or assignee thereof to whom a transferee or assignee assigns</P>
<P>its rights under this Agreement and who agrees to become bound by the</P>
<P>provisions of this Agreement in accordance with Section 9.</P>

<P>&nbsp;</P>
<P>b.      "Person" means any person or entity including any corporation, a limited</P>
<P>liability company, an association, a partnership, an organization, a</P>
<P>business, an individual, a governmental or political subdivision thereof or</P>
<P>a governmental agency.</P>

<P>&nbsp;</P>
<P>c.      "Register," "registered," and "registration" refer to a registration</P>
<P>effected by preparing and filing one or more registration statements of the</P>
<P>Company in compliance with the 1933 Act and pursuant to Rule 415 under the</P>
<P>1933 Act or any successor rule providing for offering securities on a</P>
<P>continuous basis ("Rule 415"), and the declaration or ordering of</P>
<P>effectiveness of such registration statement(s) by the United States</P>
<P>Securities and Exchange Commission (the "SEC").</P>
<P>        </P>
<P>d.      "Registrable Securities" means collectively: (1) the Purchase Shares</P>
<P>which have been, or which may from time to time be, issued or issuable upon</P>
<P>purchases of the Available Amount under the Purchase Agreement (without</P>
<P>regard to any limitation or restriction on purchases), (2) the Warrant</P>
<P>Shares which have been, or which may from time to time be, issued or</P>
<P>issuable upon exercise of the Warrants under the Warrant Agreement (without</P>
<P>regard to any limitation or restriction on exercise), and (3) the 800,000</P>
<P>Commitment Shares issued to the Investor at or prior to the Commencement,</P>
<P>and any shares of capital stock issued or issuable with respect to the</P>
<P>Purchase Shares, the Commitment Shares, Warrant Shares or the Purchase</P>
<P>Agreement or the Warrant Agreement as a result of any stock split, stock</P>
<P>dividend, recapitalization, exchange or similar event or otherwise, without</P>
<P>regard to any limitation on purchases under the Purchase Agreement or</P>
<P>exercise under the Warrant Agreement.</P>

<P>&nbsp;</P>
<P>e.      "Registration Statement" means the registration statement of the Company</P>
<P>which the Company has agreed to file pursuant to Section 4(a) of the</P>
<P>Purchase Agreement with respect to the sale of the Registrable Securities.</P>

<P>&nbsp;</P>
<P>2.      REGISTRATION.</P>

<P>&nbsp;</P>
<P>a.      Mandatory Registration.  The Company shall use best efforts to keep the</P>
<P>Registration Statement effective pursuant to Rule 415 promulgated under the</P>
<P>1933 Act and available for sales of all of the Registrable Securities at</P>
<P>all times until the earlier of (i) the date as of which the Investor may</P>
<P>sell all of the Registrable Securities without restriction pursuant to Rule</P>
<P>144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the</P>
<P>date on which (A) the Investor shall have sold all the Registrable</P>
<P>Securities and no available amount remains under the Purchase Agreement</P>
<P>(the "Registration Period").  The Registration Statement (including any</P>
<P>amendments or supplements thereto and prospectuses contained therein) shall</P>
<P>not contain any untrue statement of a material fact or omit to state a</P>
<P>material fact required to be stated therein, or necessary to make the</P>
<P>statements therein, in light of the circumstances in which they were made,</P>
<P>not misleading.</P>

<P>&nbsp;</P>
<P>b.      Rule 424 Prospectus.  The Company shall, as required by applicable</P>
<P>securities regulations, from time to time file with the SEC, pursuant to</P>
<P>Rule 424 promulgated under the 1933 Act, the prospectus and prospectus</P>
<P>supplements, if any, to be used in connection with sales of the Registrable</P>
<P>Securities under the Registration Statement.  The Investor and its counsel</P>
<P>shall have a reasonable opportunity to review and comment upon such</P>
<P>prospectus prior to its filing with the SEC. The Investor shall use its</P>
<P>reasonable best efforts to comment upon such prospectus within one (1)</P>
<P>Trading Day from the date the Investor receives the final version of such</P>
<P>prospectus. </P>

<P>&nbsp;</P>
<P>c.      Sufficient Number of Shares Registered.  In the event the number of</P>
<P>shares available under the Registration Statement is insufficient to cover</P>
<P>all of the Registrable Securities, the Company shall amend the Registration</P>
<P>Statement or file a new registration statement (a &quot;New Registration</P>
<P>Statement&quot;), so as to cover all of such Registrable Securities as soon as</P>
<P>practicable, but in any event not later than ten (10) Trading Days after</P>
<P>the necessity therefor arises.  The Company shall use it best efforts to</P>
<P>cause such amendment and/or New Registration Statement to become effective</P>
<P>as soon as practicable following the filing thereof.   The Investor and its</P>
<P>counsel shall have a reasonable opportunity to review and comment upon any</P>
<P>such amendment and/or New Registration Statement prior to its filing with</P>
<P>the SEC.  The Investor shall use its reasonable best efforts to comment</P>
<P>upon any such amendment and/or New Registration Statement within two (2)</P>
<P>Trading Days from the date the Investor receives the final version of any</P>
<P>such amendment and/or New Registration Statement. </P>

<P>&nbsp;</P>
<P>3.      RELATED OBLIGATIONS.</P>

<P>&nbsp;</P>
<P>With respect to the Registration Statement and whenever any Registrable</P>
<P>Securities are to be registered pursuant to Section 2(b) including on any</P>
<P>New Registration Statement, the Company shall use its reasonable best</P>
<P>efforts to effect the registration of the Registrable Securities in</P>
<P>accordance with the intended method of disposition thereof and, pursuant</P>
<P>thereto, the Company shall have the following obligations:</P>

<P>&nbsp;</P>
<P>a.      The Company shall prepare and file with the SEC such amendments</P>
<P>(including post-effective amendments) and supplements to any registration</P>
<P>statement and the prospectus used in connection with such registration</P>
<P>statement, which prospectus is to be filed pursuant to Rule 424 promulgated</P>
<P>under the 1933 Act, as may be necessary to keep the Registration Statement</P>
<P>or any New Registration Statement effective at all times during the</P>
<P>Registration Period, and, during such period, comply with the provisions of</P>
<P>the 1933 Act with respect to the disposition of all Registrable Securities</P>
<P>of the Company covered by the Registration Statement or any New</P>
<P>Registration Statement until such time as all of such Registrable</P>
<P>Securities shall have been disposed of in accordance with the intended</P>
<P>methods of disposition by the seller or sellers thereof as set forth in</P>
<P>such registration statement.</P>

<P>&nbsp;</P>
<P>b.      The Company shall permit the Investor to review and comment upon the</P>
<P>Registration Statement or any New Registration Statement and all amendments</P>
<P>and supplements thereto at least two (2) Trading Days prior to their filing</P>
<P>with the SEC, and not file any document in a form to which Investor</P>
<P>reasonably objects.  The Investor shall use its reasonable best efforts to</P>
<P>comment upon the Registration Statement or any New Registration Statement</P>
<P>and any amendments or supplements thereto within two (2) Trading Days from</P>
<P>the date the Investor receives the final version  thereof.  The Company</P>
<P>shall furnish to the Investor, without charge  any correspondence from the</P>
<P>SEC or the staff of the SEC to the Company or its representatives relating</P>
<P>to the Registration Statement or any New Registration Statement.</P>

<P>&nbsp;</P>
<P>c.      The Company shall furnish to the Investor, (i) promptly after the same</P>
<P>is prepared and filed with the SEC, at least one copy of such registration</P>
<P>statement and any amendment(s) thereto, including financial statements and</P>
<P>schedules, all documents incorporated therein by reference and all</P>
<P>exhibits, (ii) upon the effectiveness of any registration statement, ten</P>
<P>(10) copies of the prospectus included in such registration statement and</P>
<P>all amendments and supplements thereto (or such other number of copies as</P>
<P>the Investor may reasonably request) and (iii) such other documents,</P>
<P>including copies of any preliminary or final prospectus, as the Investor</P>
<P>may reasonably request from time to time in order to facilitate the</P>
<P>disposition of the Registrable Securities owned by the Investor.</P>

<P>&nbsp;</P>
<P>d.      The Company shall use reasonable best efforts to (i) register and</P>
<P>qualify the Registrable Securities covered by a registration statement</P>
<P>under such other securities or "blue sky" laws of such jurisdictions in the</P>
<P>United States as the Investor reasonably requests, (ii) prepare and file in</P>
<P>those jurisdictions, such amendments (including post-effective amendments)</P>
<P>and supplements to such registrations and qualifications as may be</P>
<P>necessary to maintain the effectiveness thereof during the Registration</P>
<P>Period, (iii) take such other actions as may be necessary to maintain such</P>
<P>registrations and qualifications in effect at all times during the</P>
<P>Registration Period, and (iv) take all other actions reasonably necessary</P>
<P>or advisable to qualify the Registrable Securities for sale in such</P>
<P>jurisdictions; provided, however, that the Company shall not be required in</P>
<P>connection therewith or as a condition thereto to (x) qualify to do</P>
<P>business in any jurisdiction where it would not otherwise be required to</P>
<P>qualify but for this Section 3(d), (y) subject itself to general taxation</P>
<P>in any such jurisdiction, or (z) file a general consent to service of</P>
<P>process in any such jurisdiction.  The Company shall promptly notify the</P>
<P>Investor who holds Registrable Securities of the receipt by the Company of</P>
<P>any notification with respect to the suspension of the registration or</P>
<P>qualification of any of the Registrable Securities for sale under the</P>
<P>securities or "blue sky" laws of any jurisdiction in the United States or</P>
<P>its receipt of actual notice of the initiation or threatening of any</P>
<P>proceeding for such purpose.</P>

<P>&nbsp;</P>
<P>e.      As promptly as practicable after becoming aware of such event or facts,</P>
<P>the Company shall notify the Investor in writing of the happening of any</P>
<P>event or existence of such facts as a result of which the prospectus</P>
<P>included in any registration statement, as then in effect, includes an</P>
<P>untrue statement of a material fact or omits to state a material fact</P>
<P>required to be stated therein or necessary to make the statements therein,</P>
<P>in light of the circumstances under which they were made, not misleading,</P>
<P>and promptly prepare a supplement or amendment to such registration</P>
<P>statement to correct such untrue statement or omission, and deliver ten</P>
<P>(10) copies of such supplement or amendment to the Investor (or such other</P>
<P>number of copies as the Investor may reasonably request).  The Company</P>
<P>shall also promptly notify the Investor in writing (i) when a prospectus or</P>
<P>any prospectus supplement or post-effective amendment has been filed, and</P>
<P>when a registration statement or any post-effective amendment has become</P>
<P>effective (notification of such effectiveness shall be delivered to the</P>
<P>Investor by facsimile on the same day of such effectiveness and by</P>
<P>overnight mail), (ii) of any request by the SEC for amendments or</P>
<P>supplements to any registration statement or related prospectus or related</P>
<P>information, and (iii) of the Company's reasonable determination that a</P>
<P>post-effective amendment to a registration statement would be appropriate. </P>

<P>&nbsp;</P>
<P>f.      The Company shall use its reasonable best efforts to prevent the</P>
<P>issuance of any stop order or other suspension of effectiveness of any</P>
<P>registration statement, or the suspension of the qualification of any</P>
<P>Registrable Securities for sale in any jurisdiction and, if such an order</P>
<P>or suspension is issued, to obtain the withdrawal of such order or</P>
<P>suspension at the earliest possible moment and to notify the Investor of</P>
<P>the issuance of such order and the resolution thereof or its receipt of</P>
<P>actual notice of the initiation or threat of any proceeding for such purpose.</P>

<P>&nbsp;</P>
<P>g.      The Company shall (i) cause all the Registrable Securities to be listed</P>
<P>on each securities exchange on which securities of the same class or series</P>
<P>issued by the Company are then listed, if any, if the listing of such</P>
<P>Registrable Securities is then permitted under the rules of such exchange,</P>
<P>or (ii) secure designation and quotation of all the Registrable Securities</P>
<P>on the Nasdaq SmallCap System. The Company shall pay all fees and expenses</P>
<P>in connection with satisfying its obligation under this Section.</P>

<P>&nbsp;</P>
<P>h.      The Company shall cooperate with the Investor to facilitate the timely</P>
<P>preparation and delivery of certificates (not bearing any restrictive</P>
<P>legend) representing the Registrable Securities to be offered pursuant to</P>
<P>any registration statement and enable such certificates to be in such</P>
<P>denominations or amounts as the Investor may reasonably request and</P>
<P>registered in such names as the Investor may request.</P>

<P>&nbsp;</P>
<P>i.      The Company shall at all times provide a transfer agent and registrar</P>
<P>with respect to its Common Stock.</P>

<P>&nbsp;</P>
<P>j.      If reasonably requested by the Investor, the Company shall (i)</P>
<P>immediately incorporate in a prospectus supplement or post-effective</P>
<P>amendment such information as the Investor believes should be included</P>
<P>therein relating to the sale and distribution of Registrable Securities,</P>
<P>including, without limitation, information with respect to the number of</P>
<P>Registrable Securities being sold, the purchase price being paid therefor</P>
<P>and any other terms of the offering of the Registrable Securities; (ii)</P>
<P>make all required filings of such prospectus supplement or post-effective</P>
<P>amendment as soon as notified of the matters to be incorporated in such</P>
<P>prospectus supplement or post-effective amendment; and (iii) supplement or</P>
<P>make amendments to any registration statement.</P>

<P>&nbsp;</P>
<P>k.      The Company shall use its reasonable best efforts to cause the</P>
<P>Registrable Securities covered by the any registration statement to be</P>
<P>registered with or approved by such other governmental agencies or</P>
<P>authorities as may be necessary to consummate the disposition of such</P>
<P>Registrable Securities.</P>
<P>        </P>
<P>l.      Within one (1) Trading Day after any registration statement which</P>
<P>includes the Registrable Securities is ordered effective by the SEC, the</P>
<P>Company shall deliver, and shall cause legal counsel for the Company to</P>
<P>deliver, to the transfer agent for such Registrable Securities (with copies</P>
<P>to the Investor) confirmation that such registration statement has been</P>
<P>declared effective by the SEC in the form attached hereto as Exhibit A.</P>

<P>&nbsp;</P>
<P>m.      The Company shall take all other reasonable actions necessary to</P>
<P>expedite and facilitate disposition by the Investor of Registrable</P>
<P>Securities pursuant to any registration statement.</P>

<P>&nbsp;</P>
<P>4.      OBLIGATIONS OF THE INVESTOR.</P>

<P>&nbsp;</P>
<P>a.      The Company shall notify the Investor in writing of the information the</P>
<P>Company reasonably requires from the Investor in connection with any</P>
<P>registration statement hereunder.  The Investor shall furnish to the</P>
<P>Company such information regarding itself, the Registrable Securities held</P>
<P>by it and the intended method of disposition of the Registrable Securities</P>
<P>held by it as shall be reasonably required to effect the registration of</P>
<P>such Registrable Securities and shall execute such documents in connection</P>
<P>with such registration as the Company may reasonably request.</P>

<P>&nbsp;</P>
<P>b.      The Investor agrees to cooperate with the Company as reasonably</P>
<P>requested by the Company in connection with the preparation and filing of</P>
<P>any registration statement hereunder.</P>

<P>&nbsp;</P>
<P>c.      The Investor agrees that, upon receipt of any notice from the Company of</P>
<P>the happening of any event or existence of facts of the kind described in</P>
<P>Section 3(f) or the first sentence of 3(e), the Investor will immediately</P>
<P>discontinue disposition of Registrable Securities pursuant to any</P>
<P>registration statement(s) covering such Registrable Securities until the</P>
<P>Investor's receipt of the copies of the supplemented or amended prospectus</P>
<P>contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding</P>
<P>anything to the contrary, the Company shall cause its transfer agent to</P>
<P>promptly deliver shares of Common Stock without any restrictive legend in</P>
<P>accordance with the terms of the Purchase Agreement in connection with any</P>
<P>sale of Registrable Securities with respect to which an Investor has</P>
<P>entered into a contract for sale prior to the Investor's receipt of a</P>
<P>notice from the Company of the happening of any event of the kind described</P>
<P>in Section 3(f) or the first sentence of 3(e) and for which the Investor</P>
<P>has not yet settled.</P>

<P>&nbsp;</P>
<P>5.      EXPENSES OF REGISTRATION.</P>

<P>&nbsp;</P>
<P>All reasonable expenses, other than sales or brokerage commissions,</P>
<P>incurred in connection with registrations, filings or qualifications</P>
<P>pursuant to Sections 2 and 3, including, without limitation, all</P>
<P>registration, listing and qualifications fees, printers and accounting</P>
<P>fees, and fees and disbursements of counsel for the Company, shall be paid</P>
<P>by the Company.</P>

<P>&nbsp;</P>
<P>6.      INDEMNIFICATION.</P>

<P>&nbsp;</P>
<P>a.      To the fullest extent permitted by law, the Company will, and hereby</P>
<P>does, indemnify, hold harmless and defend the Investor, each Person, if</P>
<P>any, who controls the Investor, the members, the directors, officers,</P>
<P>partners, employees, agents, representatives of the Investor and each</P>
<P>Person, if any, who controls the Investor within the meaning of the 1933</P>
<P>Act or the Securities Exchange Act of 1934, as amended (the "1934 Act")</P>
<P>(each, an "Indemnified Person"), against any losses, claims, damages,</P>
<P>liabilities, judgments, fines, penalties, charges, costs, attorneys' fees,</P>
<P>amounts paid in settlement or expenses, joint or several, (collectively,</P>
<P>"Claims") incurred in investigating, preparing or defending any action,</P>
<P>claim, suit, inquiry, proceeding, investigation or appeal taken from the</P>
<P>foregoing by or before any court or governmental, administrative or other</P>
<P>regulatory agency, body or the SEC, whether pending or threatened, whether</P>
<P>or not an indemnified party is or may be a party thereto ("Indemnified</P>
<P>Damages"), to which any of them may become subject insofar as such Claims</P>
<P>(or actions or proceedings, whether commenced or threatened, in respect</P>
<P>thereof) arise out of or are based upon: (i) any untrue statement or</P>
<P>alleged untrue statement of a material fact in the Registration Statement,</P>
<P>any New Registration Statement or any post-effective amendment thereto or</P>
<P>in any filing made in connection with the qualification of the offering</P>
<P>under the securities or other "blue sky" laws of any jurisdiction in which</P>
<P>Registrable Securities are offered ("Blue Sky Filing"), or the omission or</P>
<P>alleged omission to state a material fact required to be stated therein or</P>
<P>necessary to make the statements therein not misleading, (ii) any untrue</P>
<P>statement or alleged untrue statement of a material fact contained in any</P>
<P>preliminary prospectus if used prior to the effective date of such</P>
<P>registration statement, or contained in the final prospectus (as amended or</P>
<P>supplemented, if the Company files any amendment thereof or supplement</P>
<P>thereto with the SEC) or the omission or alleged omission to state therein</P>
<P>any material fact necessary to make the statements made therein, in light</P>
<P>of the circumstances under which the statements therein were made, not</P>
<P>misleading, (iii) any violation or alleged violation by the Company of the</P>
<P>1933 Act, the 1934 Act, any other law, including, without limitation, any</P>
<P>state securities law, or any rule or regulation thereunder relating to the</P>
<P>offer or sale of the Registrable Securities pursuant to the Registration</P>
<P>Statement or any New Registration Statement  or (iv) any material violation</P>
<P>of this Agreement (the matters in the foregoing clauses (i) through (iv)</P>
<P>being, collectively, "Violations").  The Company shall reimburse each</P>
<P>Indemnified Person promptly as such expenses are incurred and are due and</P>
<P>payable, for any legal fees or other reasonable expenses incurred by them</P>
<P>in connection with investigating or defending any such Claim.</P>
<P>Notwithstanding anything to the contrary contained herein, the</P>
<P>indemnification agreement contained in this Section 6(a): (i) shall not</P>
<P>apply to a Claim by an Indemnified Person arising out of or based upon a</P>
<P>Violation which occurs in reliance upon and in conformity with information</P>
<P>furnished in writing to the Company by such Indemnified Person expressly</P>
<P>for use in connection with the preparation of the Registration Statement,</P>
<P>any New Registration Statement or any such amendment thereof or supplement</P>
<P>thereto, if such prospectus was timely made available by the Company</P>
<P>pursuant to Section 3(c); (ii) with respect to any preliminary prospectus,</P>
<P>shall not inure to the benefit of any such person from whom the person</P>
<P>asserting any such Claim purchased the Registrable Securities that are the</P>
<P>subject thereof (or to the benefit of any person controlling such person)</P>
<P>if the untrue statement or omission of material fact contained in the</P>
<P>preliminary prospectus was corrected in the prospectus, as then amended or</P>
<P>supplemented, if such prospectus was timely made available by the Company</P>
<P>pursuant to Section 3(c), and the Indemnified Person was promptly advised</P>
<P>in writing not to use the incorrect prospectus prior to the use giving rise</P>
<P>to a violation and such Indemnified Person, notwithstanding such advice,</P>
<P>used it; (iii) shall not be available to the extent such Claim is based on</P>
<P>a failure of the Investor to deliver or to cause to be delivered the</P>
<P>prospectus made available by the Company, if such prospectus was timely</P>
<P>made available by the Company pursuant to Section 3(c); and (iv) shall not</P>
<P>apply to amounts paid in settlement of any Claim if such settlement is</P>
<P>effected without the prior written consent of the Company, which consent</P>
<P>shall not be unreasonably withheld.  Such indemnity shall remain in full</P>
<P>force and effect regardless of any investigation made by or on behalf of</P>
<P>the Indemnified Person and shall survive the transfer of the Registrable</P>
<P>Securities by the Investor pursuant to Section 9.</P>

<P>&nbsp;</P>
<P>b.      In connection with the Registration Statement or any New Registration</P>
<P>Statement, the Investor agrees to severally and not jointly indemnify, hold</P>
<P>harmless and defend, to the same extent and in the same manner as is set</P>
<P>forth in Section 6(a), the Company, each of its directors, each of its</P>
<P>officers who signs the Registration Statement or any New Registration</P>
<P>Statement, each Person, if any, who controls the Company within the meaning</P>
<P>of the 1933 Act or the 1934 Act (collectively and together with an</P>
<P>Indemnified Person, an "Indemnified Party"), against any Claim or</P>
<P>Indemnified Damages to which any of them may become subject, under the 1933</P>
<P>Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified</P>
<P>Damages arise out of or are based upon any Violation, in each case to the</P>
<P>extent, and only to the extent, that such Violation occurs in reliance upon</P>
<P>and in conformity with written information furnished to the Company by the</P>
<P>Investor expressly for use in connection with such registration statement;</P>
<P>and, subject to Section 6(d), the Investor will reimburse any legal or</P>
<P>other expenses reasonably incurred by them in connection with investigating</P>
<P>or defending any such Claim; provided, however, that the indemnity</P>
<P>agreement contained in this Section 6(b) and the agreement with respect to</P>
<P>contribution contained in Section 7 shall not apply to amounts paid in</P>
<P>settlement of any Claim if such settlement is effected without the prior</P>
<P>written consent of the Investor, which consent shall not be unreasonably</P>
<P>withheld; provided, further, however, that the Investor shall be liable</P>
<P>under this Section 6(b) for only that amount of a Claim or Indemnified</P>
<P>Damages as does not exceed the net proceeds to the Investor as a result of</P>
<P>the sale of Registrable Securities pursuant to such registration statement.</P>
<P> Such indemnity shall remain in full force and effect regardless of any</P>
<P>investigation made by or on behalf of such Indemnified Party and shall</P>
<P>survive the transfer of the Registrable Securities by the Investor pursuant</P>
<P>to Section 9. </P>

<P>&nbsp;</P>
<P>c.      Promptly after receipt by an Indemnified Person or Indemnified Party</P>
<P>under this Section 6 of notice of the commencement of any action or</P>
<P>proceeding (including any governmental action or proceeding) involving a</P>
<P>Claim, such Indemnified Person or Indemnified Party shall, if a Claim in</P>
<P>respect thereof is to be made against any indemnifying party under this</P>
<P>Section 6, deliver to the indemnifying party a written notice of the</P>
<P>commencement thereof, and the indemnifying party shall have the right to</P>
<P>participate in, and, to the extent the indemnifying party so desires,</P>
<P>jointly with any other indemnifying party similarly noticed, to assume</P>
<P>control of the defense thereof with counsel mutually satisfactory to the</P>
<P>indemnifying party and the Indemnified Person or the Indemnified Party, as</P>
<P>the case may be; provided, however, that an Indemnified Person or</P>
<P>Indemnified Party shall have the right to retain its own counsel with the</P>
<P>fees and expenses to be paid by the indemnifying party, if, in the</P>
<P>reasonable opinion of counsel retained by the indemnifying party, the</P>
<P>representation by such counsel of the Indemnified Person or Indemnified</P>
<P>Party and the indemnifying party would be inappropriate due to actual or</P>
<P>potential differing interests between such Indemnified Person or</P>
<P>Indemnified Party and any other party represented by such counsel in such</P>
<P>proceeding. The Indemnified Party or Indemnified Person shall cooperate</P>
<P>fully with the indemnifying party in connection with any negotiation or</P>
<P>defense of any such action or claim by the indemnifying party and shall</P>
<P>furnish to the indemnifying party all information reasonably available to</P>
<P>the Indemnified Party or Indemnified Person which relates to such action or</P>
<P>claim.  The indemnifying party shall keep the Indemnified Party or</P>
<P>Indemnified Person fully apprised at all times as to the status of the</P>
<P>defense or any settlement negotiations with respect thereto.  No</P>
<P>indemnifying party shall be liable for any settlement of any action, claim</P>
<P>or proceeding effected without its written consent, provided, however, that</P>
<P>the indemnifying party shall not unreasonably withhold, delay or condition</P>
<P>its consent.  No indemnifying party shall, without the consent of the</P>
<P>Indemnified Party or Indemnified Person, consent to entry of any judgment</P>
<P>or enter into any settlement or other compromise which does not include as</P>
<P>an unconditional term thereof the giving by the claimant or plaintiff to</P>
<P>such Indemnified Party or Indemnified Person of a release from all</P>
<P>liability in respect to such claim or litigation.  Following</P>
<P>indemnification as provided for hereunder, the indemnifying party shall be</P>
<P>subrogated to all rights of the Indemnified Party or Indemnified Person</P>
<P>with respect to all third parties, firms or corporations relating to the</P>
<P>matter for which indemnification has been made.  The failure to deliver</P>
<P>written notice to the indemnifying party within a reasonable time of the</P>
<P>commencement of any such action shall not relieve such indemnifying party</P>
<P>of any liability to the Indemnified Person or Indemnified Party under this</P>
<P>Section 6, except to the extent that the indemnifying party is prejudiced</P>
<P>in its ability to defend such action.</P>

<P>&nbsp;</P>
<P>d.      The indemnification required by this Section 6 shall be made by periodic</P>
<P>payments of the amount thereof during the course of the investigation or</P>
<P>defense, as and when bills are received or Indemnified Damages are incurred.</P>

<P>&nbsp;</P>
<P>e.      The indemnity agreements contained herein shall be in addition to (i)</P>
<P>any cause of action or similar right of the Indemnified Party or</P>
<P>Indemnified Person against the indemnifying party or others, and (ii) any</P>
<P>liabilities the indemnifying party may be subject to pursuant to the law.</P>

<P>&nbsp;</P>
<P>7.      CONTRIBUTION.</P>

<P>&nbsp;</P>
<P>To the extent any indemnification by an indemnifying party is prohibited or</P>
<P>limited by law, the indemnifying party agrees to make the maximum</P>
<P>contribution with respect to any amounts for which it would otherwise be</P>
<P>liable under Section 6 to the fullest extent permitted by law; provided,</P>
<P>however, that: (i) no seller of Registrable Securities guilty of fraudulent</P>
<P>misrepresentation (within the meaning of Section 11(f) of the 1933 Act)</P>
<P>shall be entitled to contribution from any seller of Registrable Securities</P>
<P>who was not guilty of fraudulent misrepresentation; and (ii) contribution</P>
<P>by any seller of Registrable Securities shall be limited in amount to the</P>
<P>net amount of proceeds received by such seller from the sale of such</P>
<P>Registrable Securities.</P>

<P>&nbsp;</P>
<P>8.      REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.</P>

<P>&nbsp;</P>
<P>With a view to making available to the Investor the benefits of Rule 144</P>
<P>promulgated under the 1933 Act or any other similar rule or regulation of</P>
<P>the SEC that may at any time permit the Investor to sell securities of the</P>
<P>Company to the public without registration ("Rule 144"), the Company agrees</P>
<P>to:</P>

<P>&nbsp;</P>
<P>a.      make and keep public information available, as those terms are</P>
<P>understood and defined in Rule 144;</P>

<P>&nbsp;</P>
<P>b.      file with the SEC in a timely manner all reports and other documents</P>
<P>required of the Company under the 1933 Act and the 1934 Act so long as the</P>
<P>Company remains subject to such requirements and the filing of such reports</P>
<P>and other documents is required for the applicable provisions of Rule 144; and</P>

<P>&nbsp;</P>
<P>c.      furnish to the Investor so long as the Investor owns Registrable</P>
<P>Securities, promptly upon request, (i) a written statement by the Company</P>
<P>that it has complied with the reporting and or disclosure provisions of</P>
<P>Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent</P>
<P>annual or quarterly report of the Company and such other reports and</P>
<P>documents so filed by the Company, and (iii) such other information as may</P>
<P>be reasonably requested to permit the Investor to sell such securities</P>
<P>pursuant to Rule 144 without registration.</P>

<P>&nbsp;</P>
<P>9.      ASSIGNMENT OF REGISTRATION RIGHTS.</P>

<P>&nbsp;</P>
<P>The rights under this Agreement shall be automatically assignable by the</P>
<P>Investor to any transferee of all or any portion of Registrable Securities</P>
<P>if: (i) the Investor agrees in writing with the transferee or assignee to</P>
<P>assign such rights, and a copy of such agreement is furnished to the</P>
<P>Company within a reasonable time after such assignment; (ii) the Company</P>
<P>is, within a reasonable time after such transfer or assignment, furnished</P>
<P>with written notice of (a) the name and address of such transferee or</P>
<P>assignee, and (b) the securities with respect to which such registration</P>
<P>rights are being transferred or assigned; (iii) immediately following such</P>
<P>transfer or assignment the further disposition of such securities by the</P>
<P>transferee or assignee is restricted under the 1933 Act and applicable</P>
<P>state securities laws; (iv) at or before the time the Company receives the</P>
<P>written notice contemplated by clause (ii) of this sentence the transferee</P>
<P>or assignee agrees in writing with the Company to be bound by all of the</P>
<P>provisions contained herein; and (v) such transfer shall have been made in</P>
<P>accordance with the applicable requirements of the Master Facility Agreement.</P>

<P>&nbsp;</P>
<P>10.     AMENDMENT OF REGISTRATION RIGHTS.</P>

<P>&nbsp;</P>
<P>Provisions of this Agreement may be amended and the observance thereof may</P>
<P>be waived (either generally or in a particular instance and either</P>
<P>retroactively or prospectively), only with the written consent of the</P>
<P>Company and the Investor.</P>

<P>&nbsp;</P>
<P>11.     MISCELLANEOUS.</P>

<P>&nbsp;</P>
<P>a.      A Person is deemed to be a holder of Registrable Securities whenever</P>
<P>such Person owns or is deemed to own of record such Registrable Securities.</P>
<P> If the Company receives conflicting instructions, notices or elections</P>
<P>from two or more Persons with respect to the same Registrable Securities,</P>
<P>the Company shall act upon the basis of instructions, notice or election</P>
<P>received from the registered owner of such Registrable Securities.</P>

<P>&nbsp;</P>
<P>b.      Any notices, consents, waivers or other communications required or</P>
<P>permitted to be given under the terms of this Agreement must be in writing</P>
<P>and will be deemed to have been delivered:  (i) upon receipt, when</P>
<P>delivered personally; (ii) upon receipt, when sent by facsimile (provided</P>
<P>confirmation of transmission is mechanically or electronically generated</P>
<P>and kept on file by the sending party); or (iii) one (1) Trading Day after</P>
<P>deposit with a nationally recognized overnight delivery service, in each</P>
<P>case properly addressed to the party to receive the same.  The addresses</P>
<P>and facsimile numbers for such communications shall be:</P>

<P>&nbsp;</P>
<P>If to the Company:</P>
<P>USURF America, Inc. </P>
<P>8748 Quarters Lake Road</P>
<P>Baton Rouge, Louisiana 70809</P>
<P>Telephone:  (225) 922-7744</P>
<P>Facsimile:  (225) 922-9123</P>
<P>Attention:  David Loflin </P>

<P>&nbsp;</P>
<P>With a copy to:</P>
<P>Newlan &amp; Newlan</P>
<P>819 Ofice Park Circle</P>
<P>Lewisville, Texas 75057</P>
<P>Telephone:      (972) 353- 3880</P>
<P>Facsimile:       (972) 353 - 8304</P>
<P>Attention:       Eric Newlan</P>

<P>&nbsp;</P>
<P>If to the Investor:</P>
<P>Fusion Capital Fund II, LLC</P>
<P>222 Merchandise Mart Plaza, Suite 9-112</P>
<P>Chicago, IL 60654</P>
<P>Telephone:      312-644-6644</P>
<P>Facsimile:      312-644-6244</P>
<P>Attention:      Steven G.  Martin</P>

<P>&nbsp;</P>
<P>or at such other address and/or facsimile number and/or to the attention of</P>
<P>such other person as the recipient party has specified by written notice</P>
<P>given to each other party three (3) Trading Days prior to the effectiveness</P>
<P>of such change.  Written confirmation of receipt (A) given by the recipient</P>
<P>of such notice, consent, waiver or other communication, (B) mechanically or</P>
<P>electronically generated by the sender's facsimile machine containing the</P>
<P>time, date, recipient facsimile number and an image of the first page of</P>
<P>such transmission or (C) provided by a nationally recognized overnight</P>
<P>delivery service, shall be rebuttable evidence of personal service, receipt</P>
<P>by facsimile or receipt from a nationally recognized overnight delivery</P>
<P>service in accordance with clause (i), (ii) or (iii) above, respectively.</P>

<P>&nbsp;</P>
<P>c.      Failure of any party to exercise any right or remedy under this</P>
<P>Agreement or otherwise, or delay by a party in exercising such right or</P>
<P>remedy, shall not operate as a waiver thereof.</P>

<P>&nbsp;</P>
<P>d.      The corporate laws of the State of Nevada shall govern all issues</P>
<P>concerning the relative rights of the Company and its stockholders.  All</P>
<P>other questions concerning the construction, validity, enforcement and</P>
<P>interpretation of this Agreement shall be governed by the internal laws of</P>
<P>the State of Illinois, without giving effect to any choice of law or</P>
<P>conflict of law provision or rule (whether of the State of Illinois or any</P>
<P>other jurisdictions) that would cause the application of the laws of any</P>
<P>jurisdictions other than the State of Illinois.   Each party hereby</P>
<P>irrevocably submits to the exclusive jurisdiction of the state and federal</P>
<P>courts sitting the City of Chicago, for the adjudication of any dispute</P>
<P>hereunder or in connection herewith or with any transaction contemplated</P>
<P>hereby or discussed herein, and hereby irrevocably waives, and agrees not</P>
<P>to assert in any suit, action or proceeding, any claim that it is not</P>
<P>personally subject to the jurisdiction of any such court, that such suit,</P>
<P>action or proceeding is brought in an inconvenient forum or that the venue</P>
<P>of such suit, action or proceeding is improper.  Each party hereby</P>
<P>irrevocably waives personal service of process and consents to process</P>
<P>being served in any such suit, action or proceeding by mailing a copy</P>
<P>thereof to such party at the address for such notices to it under this</P>
<P>Agreement and agrees that such service shall constitute good and sufficient</P>
<P>service of process and notice thereof.  Nothing contained herein shall be</P>
<P>deemed to limit in any way any right to serve process in any manner</P>
<P>permitted by law.  If any provision of this Agreement shall be invalid or</P>
<P>unenforceable in any jurisdiction, such invalidity or unenforceability</P>
<P>shall not affect the validity or enforceability of the remainder of this</P>
<P>Agreement in that jurisdiction or the validity or enforceability of any</P>
<P>provision of this Agreement in any other jurisdiction.  EACH PARTY HEREBY</P>
<P>IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY</P>
<P>TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION</P>
<P>HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED</P>
<P>HEREBY.</P>

<P>&nbsp;</P>
<P>e.      This Agreement, and the Purchase  Agreement constitute the entire</P>
<P>agreement among the parties hereto with respect to the subject matter</P>
<P>hereof and thereof.  There are no restrictions, promises, warranties or</P>
<P>undertakings, other than those set forth or referred to herein and therein.</P>
<P> This Agreement and the Purchase Agreement supersede all prior agreements</P>
<P>and understandings among the parties hereto with respect to the subject</P>
<P>matter hereof and thereof.</P>

<P>&nbsp;</P>
<P>f.      Subject to the requirements of Section 9, this Agreement shall inure to</P>
<P>the benefit of and be binding upon the permitted successors and assigns of</P>
<P>each of the parties hereto.</P>

<P>&nbsp;</P>
<P>g.      The headings in this Agreement are for convenience of reference only and</P>
<P>shall not limit or otherwise affect the meaning hereof.</P>

<P>&nbsp;</P>
<P>h.      This Agreement may be executed in identical counterparts, each of which</P>
<P>shall be deemed an original but all of which shall constitute one and the</P>
<P>same agreement.  This Agreement, once executed by a party, may be delivered</P>
<P>to the other party hereto by facsimile transmission of a copy of this</P>
<P>Agreement bearing the signature of the party so delivering this Agreement.</P>

<P>&nbsp;</P>
<P>i.      Each party shall do and perform, or cause to be done and performed, all</P>
<P>such further acts and things, and shall execute and deliver all such other</P>
<P>agreements, certificates, instruments and documents, as the other party may</P>
<P>reasonably request in order to carry out the intent and accomplish the</P>
<P>purposes of this Agreement and the consummation of the transactions</P>
<P>contemplated hereby.</P>

<P>&nbsp;</P>
<P>j.      The language used in this Agreement will be deemed to be the language</P>
<P>chosen by the parties to express their mutual intent and no rules of strict</P>
<P>construction will be applied against any party.</P>

<P>&nbsp;</P>
<P>k.      This Agreement is intended for the benefit of the parties hereto and</P>
<P>their respective permitted successors and assigns, and is not for the</P>
<P>benefit of, nor may any provision hereof be enforced by, any other Person.</P>

<P>&nbsp;</P>
<P>* * * * * *</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, the parties have caused this Registration Rights</P>
<P>Agreement to be duly executed as of day and year first above written.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>THE COMPANY:</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>Name: David M. Loflin   </P>
<P>Title:  President        </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>BUYER:</P>

<P>&nbsp;</P>
<P>FUSION CAPITAL FUND II, LLC</P>
<P>  BY: FUSION CAPITAL PARTNERS II, LLC</P>
<P>    BY: SGM HOLDINGS CORP.</P>

<P>&nbsp;</P>
<P>By: /s/ Steven G. Martin</P>
<P>Name: Steven G. Martin</P>
<P>Title: President</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>EXHIBIT A</P>

<P>&nbsp;</P>
<P>TO REGISTRATION RIGHTS AGREEMENT</P>

<P>&nbsp;</P>
<P>FORM OF NOTICE OF EFFECTIVENESS</P>
<P>OF REGISTRATION STATEMENT</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>[Date]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>[TRANSFER AGENT]</P>
<P>[Address]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Attn:  __________________</P>

<P>&nbsp;</P>
<P>Ladies and Gentlemen:</P>

<P>&nbsp;</P>
<P>We are counsel to USURF AMERICA, INC., a Nevada corporation (the</P>
<P>"Company"), and have represented the Company in connection with that</P>
<P>certain Common Stock Purchase Agreement (the "Common Stock Purchase</P>
<P>Agreement") entered into by and among the Company and FUSION CAPITAL FUND</P>
<P>II, LLC (the "Buyer") pursuant to which (i) the Company may sell to the</P>
<P>Buyer  up to ___________ Dollars ($___________) of the Company's common</P>
<P>stock, par value $____ per share (the "Common Stock&quot; and the shares of</P>
<P>Common Stock to be purchased thereunder are referred to herein as, the</P>
<P>"Purchase Shares"), and (ii) the Company has agreed to issue to the Buyer</P>
<P>_______ shares of Common Stock (the "Commitment Shares").  Pursuant to the</P>
<P>Common Stock Purchase Agreement, the Company also has entered into a</P>
<P>Warrant Agreement with the Buyer (the "Warrant Agreement") pursuant to</P>
<P>which the Company has issued to the Buyer 645,000 common stock purchase</P>
<P>warrants (the &quot;Warrants&quot;) granting the Buyer the right to purchase from the</P>
<P>Company 645,000 shares of Common Stock (the &quot;Warrant Shares&quot;).  Pursuant to</P>
<P>the Common Stock Purchase Agreement, the Company also has entered into a</P>
<P>Registration Rights Agreement with the Buyer (the "Registration Rights</P>
<P>Agreement") pursuant to which the Company agreed, among other things, to</P>
<P>register the Purchase Shares, the Commitment Shares and the Warrant Shares</P>
<P>under the Securities Act of 1933, as amended (the "1933 Act").  In</P>
<P>connection with the Company's obligations under the Common Stock Purchase</P>
<P>Agreement and the Registration Rights Agreement, on _____________, the</P>
<P>Company filed a Registration Statement (File No. 333-_____________) (the</P>
<P>"Registration Statement") with the Securities and Exchange Commission (the</P>
<P>"SEC") relating to the sale of the Purchase Shares and the Commitment Shares.</P>

<P>&nbsp;</P>
<P>In connection with the foregoing, we advise you that a member of the SEC's</P>
<P>staff has advised us by telephone that the SEC has entered an order</P>
<P>declaring the Registration Statement effective under the 1933 Act at [ENTER</P>
<P>TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no</P>
<P>knowledge, after telephonic inquiry of a member of the SEC's staff, that</P>
<P>any stop order suspending its effectiveness has been issued or that any</P>
<P>proceedings for that purpose are pending before, or threatened by, the SEC</P>
<P>and the Purchase Shares, the Commitment Shares and the Warrant Shares are</P>
<P>available for sale under the 1933 Act pursuant to the Registration Statement.</P>

<P>&nbsp;</P>
<P>The Buyer has confirmed  it shall comply with all securities laws and</P>
<P>regulations applicable to it including applicable prospectus delivery</P>
<P>requirements upon sale of the Commitment Shares, the Warrant Shares or the</P>
<P>Purchase Shares.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Very truly yours,</P>
<P>[Company Counsel]</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By:____________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>cc:     FUSION CAPITAL FUND II, LLC</P></FONT></BODY>
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<TYPE>EX-10
<SEQUENCE>13
<FILENAME>exh10123.htm
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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.123</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>THIS WARRANT (THIS "WARRANT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES</P>
<P>ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  NEITHER</P>
<P>THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF</P>
<P>NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED,</P>
<P>MORTGAGED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED</P>
<P>EXCEPT IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS.</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>WARRANT</P>

<P>&nbsp;</P>
<P>Warrant No. FCA-001            Original Issue Date:  January 01, 2001</P>

<P>&nbsp;</P>
<P>This Warrant is issued in connection with and pursuant to that certain</P>
<P>Common Stock Purchase Agreement (the "Purchase Agreement") dated as of</P>
<P>April 25, 2001, by and between USURF AMERICA, INC., a Nevada corporation</P>
<P>(the "Company"), and FUSION CAPITAL FUND II, LLC (the "Buyer").</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED, the Buyer, the registered holder hereof, or its</P>
<P>permitted assigns (the "Holder"), is entitled to purchase from the Company,</P>
<P>during the period specified in this Warrant, 215,000 fully paid and</P>
<P>non-assessable shares (subject to adjustment as hereinafter provided) of</P>
<P>Common Stock (the "Warrant Shares"), of the Company at the purchase price</P>
<P>per share provided in Section 1.2 of this Warrant (the "Warrant Exercise</P>
<P>Price"), all subject to the terms and conditions set forth in this Warrant.</P>
<P> All terms not otherwise defined herein shall have the meaning ascribed to</P>
<P>them in the Purchase Agreement.</P>

<P>&nbsp;</P>
<P>Section 1.  Period for Exercise and Exercise Price.</P>

<P>&nbsp;</P>
<P>        1.1     Period for Exercise.  The right to purchase shares of Warrant Shares</P>
<P>represented by this Warrant shall be immediately exercisable, and shall</P>
<P>expire at 5:00 p.m., Chicago local time, January 01, 2006  (the "Expiration</P>
<P>Date").  From and after the Expiration Date this Warrant shall be null and</P>
<P>void and of no further force or effect whatsoever.</P>

<P>&nbsp;</P>
<P>        1.2     Warrant Exercise Price.  The Warrant Exercise Price per share of</P>
<P>Warrant Shares shall be $0.25 per share (subject to adjustment as</P>
<P>hereinafter provided).</P>

<P>&nbsp;</P>
<P>Section 2.  Exercise of Warrant.</P>

<P>&nbsp;</P>
<P>        2.1     Manner of Exercise.   The Holder may exercise this Warrant, in whole</P>
<P>or in part, immediately, but not after the Expiration Date, during normal</P>
<P>business hours on any business day by surrendering this Warrant to the</P>
<P>Company at the principal office of the Company, accompanied by a Warrant</P>
<P>Exercise Form in substantially the form annexed hereto duly executed by the</P>
<P>Buyer and by payment of the Warrant Exercise Price for the number of shares</P>
<P>of Warrant Shares for which this Warrant is then exercisable, either (i) in</P>
<P>immediately available funds, (ii) by delivery of an instrument evidencing</P>
<P>indebtedness owing by the Company to the Holder in the appropriate amount,</P>
<P>(iii) by authorizing the Company to retain shares of Common Stock which</P>
<P>would otherwise be issuable upon exercise of this Warrant having a fair</P>
<P>market value (defined as the last reported Closing Sale Price of the Common</P>
<P>Stock on the date immediately preceding the date of the subscription</P>
<P>notice) on the date of delivery equal to the aggregate Warrant Exercise</P>
<P>Price, or (iv) in a combination of (i), (ii) or (iii) above, provided,</P>
<P>however, that in no event shall the Holder be entitled to exercise this</P>
<P>Warrant for a number of Warrant Shares in excess of that number of Warrant</P>
<P>Shares which, upon giving effect to such exercise, would cause the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates to exceed 9.9% of the outstanding shares of the Common</P>
<P>Stock following such exercise.  For purposes of the foregoing proviso, the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates shall include the number of shares of Common Stock</P>
<P>issuable upon exercise of this Warrant with respect to which determination</P>
<P>of such proviso is being made, but shall exclude the shares of Common Stock</P>
<P>which would be issuable upon (i) exercise of the remaining, unexercised</P>
<P>Warrants beneficially owned by the Holder and its affiliates and (ii)</P>
<P>exercise or conversion of the unexercised or unconverted portion of any</P>
<P>other securities of the Company beneficially owned by the Holder and its</P>
<P>affiliates subject to a limitation on conversion or exercise analogous to</P>
<P>the limitation contained herein.  Except as set forth in the preceding</P>
<P>sentence, for purposes of this paragraph, beneficial ownership shall be</P>
<P>calculated in accordance with Section 13(d) of the Securities Exchange Act</P>
<P>of 1934, as amended.  The Holder may waive the foregoing limitation by</P>
<P>written notice to the Company upon not less than 61 days prior written</P>
<P>notice (with such waiver taking effect only upon the expiration of such 61</P>
<P>day notice period).     2.2     When Exercise Effective.  Each exercise of this</P>
<P>Warrant shall be deemed to have been effected on the day on which all</P>
<P>requirements of Section 2.1 shall have been met with respect to such</P>
<P>exercise.  At such time the person in whose name any certificate for shares</P>
<P>of Warrant Shares shall be issuable upon such exercise shall be deemed for</P>
<P>all corporate purposes to have become the Holder of record of such shares,</P>
<P>regardless of the actual delivery of certificates evidencing such shares.</P>

<P>&nbsp;</P>
<P>        2.3     Delivery of Stock Certificates.  As soon as practicable after each</P>
<P>exercise of this Warrant, and in any event no later than 3 days after such</P>
<P>exercise, the Company at its expense will issue Warrant Shares via credit</P>
<P>to the Buyer's account with DTC for the number of Warrant Shares to which</P>
<P>such Buyer is entitled upon such Buyer's submission of the applicable</P>
<P>Warrant Exercise Form or, if the Transfer Agent is not participating in The</P>
<P>DTC Fast Automated Securities Transfer Program and DWAC system, issue and</P>
<P>surrender to the address as specified in the Warrant Exercise Form,, a</P>
<P>certificate, registered in the name of the Buyer or its designee, for the</P>
<P>number of shares of Common Stock to which the Buyer shall be entitled to</P>
<P>upon such exercise.  </P>

<P>&nbsp;</P>
<P>Section 3.  Adjustment of Purchase Price and Number of Shares.</P>

<P>&nbsp;</P>
<P>        The Warrant Exercise Price and the kind of securities issuable upon</P>
<P>exercise of the Warrant shall be adjusted from time to time as follows:</P>

<P>&nbsp;</P>
<P>        3.1     Subdivision or Combination of Shares (Stock Splits).  If the Company</P>
<P>at any time effects a subdivision or combination of the outstanding Common</P>
<P>Stock (through a stock split or otherwise), the number of shares of Warrant</P>
<P>Shares shall be increased, in the case of a subdivision, or the number of</P>
<P>shares of Warrant Shares shall be decreased, in the case of a combination,</P>
<P>in the same proportions as the Common Stock is subdivided or combined, in</P>
<P>each case effective automatically upon, and simultaneously with, the</P>
<P>effectiveness of the subdivision or combination which gives rise to the</P>
<P>adjustment.</P>

<P>&nbsp;</P>
<P>        3.2     Stock Dividends.  If the Company at any time pays a dividend, or makes</P>
<P>any other distribution, to holders of Common Stock payable in shares of</P>
<P>Common Stock, or fixes a record date for the determination of holders of</P>
<P>Common Stock entitled to receive a dividend or other distribution payable</P>
<P>in shares of Common Stock, then the number of shares of Warrant Shares in</P>
<P>effect immediately prior to such action shall be proportionately increased</P>
<P>so that the Holder hereof may receive upon exercise of the Warrant the</P>
<P>aggregate number of shares of Common Stock which he or it would have owned</P>
<P>immediately following such action if the Warrant had been exercised</P>
<P>immediately prior to such action.  The adjustment shall become effective</P>
<P>immediately as of the date the Company shall take a record of the holders</P>
<P>of its Common Stock for the purpose of receiving such dividend or</P>
<P>distribution (or if no such record is taken, as of the effectiveness of</P>
<P>such dividend or distribution).</P>

<P>&nbsp;</P>
<P>        3.3     Reclassification, Consolidation or Merger.  If at any time, as a</P>
<P>result of:</P>

<P>&nbsp;</P>
<P>                (a)     a capital reorganization or reclassification (other than a</P>
<P>subdivision, combination or dividend provided for elsewhere in this Section</P>
<P>3), or</P>

<P>&nbsp;</P>
<P>                (b)     a merger or consolidation of the Company with another corporation</P>
<P>(whether or not the Company is the surviving corporation), the Common Stock</P>
<P>issuable upon exercise of the Warrants shall be changed into or exchanged</P>
<P>for the same or a different number of shares of any class or classes of</P>
<P>stock of the Company or any other corporation, or other securities</P>
<P>convertible into such shares, then, as a part of such reorganization,</P>
<P>reclassification, merger or consolidation, appropriate adjustments shall be</P>
<P>made in the terms of the Warrants (or of any securities into which the</P>
<P>Warrants are exercised or for which the Warrants are exchanged), so that:</P>

<P>&nbsp;</P>
<P>                        (y)     the Holders of Warrants or of such substitute securities shall</P>
<P>thereafter be entitled to receive, upon exercise of the Warrants or of such</P>
<P>substitute securities, the kind and amount of shares of stock, other</P>
<P>securities, money and property which such Holders would have received at</P>
<P>the time of such capital reorganization, reclassification, merger, or</P>
<P>consolidation, if such Holders had exercised their Warrants immediately</P>
<P>prior to such capital reorganization, reclassification, merger, or</P>
<P>consolidation, and</P>

<P>&nbsp;</P>
<P>                        (z)     the Warrants or such substitute securities shall thereafter be</P>
<P>adjusted on terms as nearly equivalent as may be practicable to the</P>
<P>adjustments theretofore provided in this Section 3.3. No consolidation or</P>
<P>merger in which the Company is not the surviving corporation shall be</P>
<P>consummated unless the surviving corporation shall agree, in writing, to</P>
<P>the provisions of this Section 3.3. The provisions of this Section 3.3</P>
<P>shall similarly apply to successive capital reorganizations,</P>
<P>reclassifications, mergers and consolidations. </P>

<P>&nbsp;</P>
<P>        3.4     Other Action Affecting Common Stock.  If at any time the Company takes</P>
<P>any action affecting its Common Stock, other than an action described in</P>
<P>any of Sections 3.1 - 3.3 which, in the opinion of the Board of Directors</P>
<P>of the Company (the "Board"), would have an adverse effect upon the</P>
<P>exercise rights of the Warrants, the Warrant Exercise Price or the kind of</P>
<P>securities issuable upon exercise of the Warrants, or both, shall be</P>
<P>adjusted in such manner and at such time as the Board may in good faith</P>
<P>determine to be equitable in the circumstances; provided, however, that the</P>
<P>purpose of this Section is to prevent the Company from taking any action</P>
<P>which has the effect of diluting the number of shares of Warrant Shares</P>
<P>issuable upon exercise of this Warrant.</P>

<P>&nbsp;</P>
<P>        3.5     Notice of Adjustment Events.  Whenever the Company contemplates the</P>
<P>occurrence of an event which would give rise to adjustments under this</P>
<P>Section 3, the Company shall mail to each Warrant Holder, at least 20 days</P>
<P>prior to the record date with respect to such event or, if no record date</P>
<P>shall be established, at least 20 days prior to such event, a notice</P>
<P>specifying (i) the nature of the contemplated event, and (ii) the date on</P>
<P>which any such record is to be taken for the purpose of such event, and</P>
<P>(iii) the date on which such event is expected to become effective, and</P>
<P>(iv) the time, if any is to be fixed, when the holders of record of Common</P>
<P>Stock (or other securities) shall be entitled to exchange their shares of</P>
<P>Common Stock (or other securities) for securities or other property</P>
<P>deliverable in connection with such event.</P>

<P>&nbsp;</P>
<P>        3.6     Notice of Adjustments.  Whenever the kind or number of securities</P>
<P>issuable upon exercise of the Warrants, or both, shall be adjusted pursuant</P>
<P>to Section 3, the Company shall deliver a certificate signed by its Chief</P>
<P>Executive Officer and by its Chief Financial Officer, setting forth, in</P>
<P>reasonable detail, the event requiring the adjustment, the amount of the</P>
<P>adjustment, the method by which such adjustment was calculated (including a</P>
<P>description of the basis on which the Board made any determination</P>
<P>hereunder), and the Warrant Exercise Price and the kind of securities</P>
<P>issuable upon exercise of the Warrants after giving effect to such</P>
<P>adjustment, and shall cause copies of such certificate to be mailed (by</P>
<P>first class mail postage prepaid) to each Warrant Holder promptly after</P>
<P>each adjustment.</P>

<P>&nbsp;</P>
<P>Section 4.  Reservation of Stock, etc.</P>

<P>&nbsp;</P>
<P>        The Company covenants and agrees that it will at all times have</P>
<P>authorized, reserve and keep available, solely for issuance and delivery</P>
<P>upon the exercise of this Warrant, the number of shares of Warrant Shares</P>
<P>from time to time issuable upon the exercise of this Warrant.  The Company</P>
<P>further covenants and agrees that this Warrant is, and any Warrants issued</P>
<P>in substitution for or replacement of this Warrant and all Warrant Shares,</P>
<P>will upon issuance be duly authorized and validly issued and, in the case</P>
<P>of Warrant Shares, upon issuance will be fully paid and non-assessable and</P>
<P>free from all preemptive rights of any stockholder, and from all taxes,</P>
<P>liens and charges with respect to the issue thereof (other than transfer</P>
<P>taxes) and, if the Common Stock of the Company is then listed on any</P>
<P>national securities exchanges (as defined in the Exchange Act of 1934, as</P>
<P>amended (the "Exchange Act")) or quoted on NASDAQ, shall be, subject to the</P>
<P>restrictions set forth in Section 5, duly listed or quoted thereon, as the</P>
<P>case may be. In the event that the number of authorized but unissued shares</P>
<P>of such Common Stock shall not be sufficient to effect the exercise of this</P>
<P>entire Warrant into Warrant Shares, then in addition to such other remedies</P>
<P>as shall be available to the Holder of this Warrant, the Company shall</P>
<P>promptly take such corporate action as may be necessary to increase its</P>
<P>authorized but unissued shares of such Common Stock to such number of</P>
<P>shares as shall be sufficient for such purpose.</P>

<P>&nbsp;</P>
<P>Section 5.  Ownership, Transfer and Substitution of Warrants.</P>

<P>&nbsp;</P>
<P>        5.1     Ownership of Warrants.  The Company may treat the person in whose name</P>
<P>any Warrant is registered on the register kept at the principal office of</P>
<P>the Company as the owner and Holder thereof for all purposes,</P>
<P>notwithstanding any notice to the contrary, but in all events recognizing</P>
<P>any transfers made in accordance with the terms of this Warrant.</P>

<P>&nbsp;</P>
<P>        5.2     Transfer and Exchange of Warrants.  Upon the surrender of any Warrant,</P>
<P>properly endorsed, for registration of transfer or for exchange at the</P>
<P>principal office of the Company, the Company at its expense will execute</P>
<P>and deliver to the Holder thereof, upon the order of such Holder, a new</P>
<P>Warrant or Warrants of like tenor, in the name of such Holder or as such</P>
<P>Holder may direct, for such number of shares with respect to each such</P>
<P>Warrant, the aggregate number of shares in any event not to exceed the</P>
<P>number of shares for which the Warrant so surrendered had not been exercised.</P>

<P>&nbsp;</P>
<P>        5.3     REGISTRATION RIGHTS.  THE HOLDER OF THIS WARRANT IS ENTITLED TO</P>
<P>CERTAIN REGISTRATION RIGHTS WITH RESPECT TO THE WARRANT SHARES ISSUABLE</P>
<P>UPON EXERCISE THEREOF.  SAID REGISTRATION RIGHTS ARE SET FORTH IN A</P>
<P>REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE BUYER AND THE COMPANY</P>
<P>DATED AS OF APRIL 25, 2001.</P>

<P>&nbsp;</P>
<P>        5.4     Exemption from Registration.  If an opinion of counsel provides that</P>
<P>registration is not required for the proposed exercise or transfer of this</P>
<P>Warrant or the proposed transfer of the Warrant Shares and that the</P>
<P>proposed exercise or transfer in the absence of registration would require</P>
<P>the Company to take any action including executing and filing forms or</P>
<P>other documents with the Securities and Exchange Commission (the "SEC") or</P>
<P>any state securities agency, or delivering to the Holder any form or</P>
<P>document in order to establish the right of the Holder to effectuate the</P>
<P>proposed exercise or transfer, the Company agrees promptly, at its expense,</P>
<P>to take any such action; and provided, further, that the Company will</P>
<P>reimburse the Holder in full for any expenses (including but not limited to</P>
<P>the fees and disbursements of such counsel, but excluding brokers'</P>
<P>commissions) incurred by the Holder or owner of Warrant Shares on his, her</P>
<P>or its behalf in connection with such exercise or transfer of the Warrant</P>
<P>or transfer of Warrant Shares.</P>

<P>&nbsp;</P>
<P>Section 6.  No Rights or Liabilities as Shareholder.</P>

<P>&nbsp;</P>
<P>        Nothing contained in this Warrant shall be construed as conferring upon</P>
<P>the Holder hereof any rights as a shareholder of the Company or as imposing</P>
<P>any liabilities on such holder to purchase any securities or as a</P>
<P>shareholder of the Company, whether such liabilities are asserted by the</P>
<P>Company or by creditors of the Company.</P>

<P>&nbsp;</P>
<P>Section 7.  Rule 144 Sales.</P>

<P>&nbsp;</P>
<P>        At the request of any Holder who proposes to sell securities in compliance</P>
<P>with Rule 144 of the SEC, the Company will (i) forthwith furnish to such</P>
<P>Holder a written statement of compliance with the filing requirements of</P>
<P>the SEC as set forth in Rule 144, as such rules may be amended from time to</P>
<P>time and (ii) make available to the public and such Holder such information</P>
<P>as will enable the Holder to make sales pursuant to Rule 144.</P>

<P>&nbsp;</P>
<P>Section 8.  Miscellaneous.</P>

<P>&nbsp;</P>
<P>        8.1     Amendment and Waiver.  This Warrant may be amended with, and only</P>
<P>with, the written consent of the Company and the Holder.  Any waiver of any</P>
<P>term, covenant, agreement or condition contained in this Warrant shall not</P>
<P>be deemed a waiver of any other term, covenant, agreement or condition, and</P>
<P>any waiver of any default in any such term, covenant, agreement or</P>
<P>condition shall not be deemed a waiver of any later default thereof or of</P>
<P>any default of any other term, covenant, agreement or condition.</P>

<P>&nbsp;</P>
<P>        8.2     Representations and Warranties to Survive Closing.  All</P>
<P>representations, warranties and covenants contained herein shall survive</P>
<P>the execution and delivery of this Warrant and the issuance of any Warrant</P>
<P>Shares upon the exercise hereof.</P>

<P>&nbsp;</P>
<P>        8.3     Severability.  In the event that any court or any governmental</P>
<P>authority or agency declares all or any part of any Section of this Warrant</P>
<P>to be unlawful or invalid, such unlawfulness or invalidity shall not serve</P>
<P>to invalidate any other Section of this Warrant, and in the event that only</P>
<P>a portion of any Section is so declared to be unlawful or invalid, such</P>
<P>unlawfulness or invalidity shall not serve to invalidate the balance of</P>
<P>such Section.</P>

<P>&nbsp;</P>
<P>        8.4     Binding Effect; No Third Party Beneficiaries.  All provisions of this</P>
<P>Warrant shall be binding upon and inure to the benefit of the parties and</P>
<P>their respective heirs, legatees, executors, administrators, legal</P>
<P>representatives, successors, and permitted transferees and assigns.  No</P>
<P>person other than the holder of this Warrant and the Company shall have any</P>
<P>legal or equitable right, remedy or claim under or in respect of, this</P>
<P>Warrant.</P>

<P>&nbsp;</P>
<P>        8.5     Notices.  Any notices, consents, waivers or other communications</P>
<P>required or permitted to be given under the terms of this Warrant must be</P>
<P>in writing and will be deemed to have been delivered: (i) upon receipt,</P>
<P>when delivered personally; (ii) upon receipt, when sent by facsimile</P>
<P>(provided confirmation of transmission is mechanically or electronically</P>
<P>generated and kept on file by the sending party); or (iii) one Trading Day</P>
<P>after deposit with a nationally recognized overnight delivery service, in</P>
<P>each case properly addressed to the party to receive the same.  The</P>
<P>addresses and facsimile numbers for such communications shall be:</P>

<P>&nbsp;</P>
<P>                If to the Company:</P>
<P>                USURF America, Inc.</P>
<P>                8748 Quarters Lake Road</P>
<P>                Baton Rouge, Louisiana 70809</P>
<P>                Telephone:  (225) 922-7744</P>
<P>                Facsimile:  (225) 922-9123</P>
<P>                Attention:  David Loflin    </P>

<P>&nbsp;</P>
<P>                With a copy to:</P>
<P>                Newlan &amp; Newlan</P>
<P>                819 Office Park Circle</P>
<P>                Lewisville, Texas 75057</P>
<P>                Telephone:  (972) 353-3880</P>
<P>                Facsimile:  (972) 353-8304</P>
<P>                Attention:  Eric Newlan </P>

<P>&nbsp;</P>
<P>                If to the Buyer:</P>
<P>                Fusion Capital Fund II, LLC</P>
<P>                222 Merchandise Mart Plaza, Suite 9-112</P>
<P>                Chicago, IL 60654</P>
<P>                Telephone:  312-644-6644</P>
<P>                Facsimile:  312-644-6244</P>
<P>                Attention:  Steven G. Martin</P>

<P>&nbsp;</P>
<P>                If to the Transfer Agent:</P>
<P>                Securities Transfer Corporation</P>
<P>                2591 Dallas Parkway</P>
<P>                Suite 102</P>
<P>                Frisco, Texas 75034</P>
<P>                Telephone:  (469) 633-0101</P>
<P>                Facsimile:  (469) 633-0088</P>
<P>                Attention:  Kevin Halter, Jr.   </P>

<P>&nbsp;</P>
<P>or at such other address and/or facsimile number and/or to the attention of</P>
<P>such other person as the recipient party has specified by written notice</P>
<P>given to each other party three (3) Trading Days prior to the effectiveness</P>
<P>of such change.  Written confirmation of receipt (A) given by the recipient</P>
<P>of such notice, consent, waiver or other communication, (B) mechanically or</P>
<P>electronically generated by the sender's facsimile machine containing the</P>
<P>time, date, and recipient facsimile number or (C) provided by a nationally</P>
<P>recognized overnight delivery service, shall be rebuttable evidence of</P>
<P>personal service, receipt by facsimile or receipt from a nationally</P>
<P>recognized overnight delivery service in accordance with clause (i), (ii)</P>
<P>or (iii) above, respectively.</P>

<P>&nbsp;</P>
<P>        8.6     Taxes, Costs and Expenses. The Company covenants and agrees that it</P>
<P>will pay when due and payable any and all federal, state and local taxes</P>
<P>(other than income taxes) and any other costs and expenses which may be</P>
<P>payable in respect of the preparation, issuance, delivery, exercise,</P>
<P>surrender or transfer of this Warrant pursuant to the terms of this Warrant</P>
<P>or the issuance of any shares of Warrant Shares as a result thereof. If any</P>
<P>suit or action is instituted or attorneys employed to enforce this Warrant</P>
<P>or any part thereof, the Company promises and agrees to pay all costs and</P>
<P>expenses associated therewith, including reasonable attorneys' fees and</P>
<P>court costs.</P>

<P>&nbsp;</P>
<P>        8.7      Governing Law; Jurisdiction; Jury Trial.  The corporate laws of the</P>
<P>State of Nevada shall govern all issues concerning the relative rights of</P>
<P>the Company and its shareholders. All other questions concerning the</P>
<P>construction, validity, enforcement and interpretation of this Warrant</P>
<P>shall be governed by the internal laws of the State of Illinois, without</P>
<P>giving effect to any choice of law or conflict of law provision or rule</P>
<P>(whether of the State of Illinois or any other jurisdictions) that would</P>
<P>cause the application of the laws of any jurisdictions other than the State</P>
<P>of Illinois.  Each party hereby irrevocably submits to the exclusive</P>
<P>jurisdiction of the state and federal courts sitting in the City of</P>
<P>Chicago, for the adjudication of any dispute hereunder or under the other</P>
<P>Transaction Documents or in connection herewith or therewith, or with any</P>
<P>transaction contemplated hereby or discussed herein, and hereby irrevocably</P>
<P>waives, and agrees not to assert in any suit, action or proceeding, any</P>
<P>claim that it is not personally subject to the jurisdiction of any such</P>
<P>court, that such suit, action or proceeding is brought in an inconvenient</P>
<P>forum or that the venue of such suit, action or proceeding is improper.</P>
<P>Each party hereby irrevocably waives personal service of process and</P>
<P>consents to process being served in any such suit, action or proceeding by</P>
<P>mailing a copy thereof to such party at the address for such notices to it</P>
<P>under this Agreement and agrees that such service shall constitute good and</P>
<P>sufficient service of process and notice thereof.  Nothing contained herein</P>
<P>shall be deemed to limit in any way any right to serve process in any</P>
<P>manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT</P>
<P>MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF</P>
<P>ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS</P>
<P>AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.</P>

<P>&nbsp;</P>
<P>        8.8     Loss of Warrant.  Upon receipt by the Company of evidence reasonably</P>
<P>satisfactory to it of the loss, theft, destruction or mutilation of this</P>
<P>Warrant, and (in the case of loss, theft or destruction) of indemnification</P>
<P>in form and substance acceptable to the Company in its reasonable</P>
<P>discretion, and upon surrender and cancellation of this Warrant, if</P>
<P>mutilated, the Company shall execute and deliver a new Warrant of like</P>
<P>tenor and date. </P>

<P>&nbsp;</P>
<P>        8.9     Entire Agreement. This Warrant, the Purchase Agreement and the</P>
<P>Registration Rights Agreement of even date herewith represent the entire</P>
<P>agreement and understanding between the parties concerning the subject</P>
<P>matter hereof and supercede all prior and contemporaneous agreements,</P>
<P>understandings, representations and warranties with respect thereto.</P>

<P>&nbsp;</P>
<P>        8.10    Headings. The headings used herein are used for convenience only and</P>
<P>are not to be considered in construing or interpreting this Warrant.</P>

<P>&nbsp;</P>
<P>COMPANY:</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>Name: David M. Loflin   </P>
<P>Title:  President</P>

<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>WARRANT EXERCISE FORM</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Date: ________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________</P>
<P>_____________________</P>
<P>_____________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Ladies and Gentlemen:</P>

<P>&nbsp;</P>
<P>        The undersigned, being the registered holder of your Warrant number</P>
<P>_____________ accompanying this letter, hereby irrevocably exercises such</P>
<P>Warrant for __________ shares of Warrant Shares (as defined in said</P>
<P>Warrant), and herewith makes payment therefor in the amount of</P>
<P>($___________ )(via "cash-less exercise" in accordance with the Warrant),</P>
<P>and requests that such shares of Warrant Shares be issued in the name of,</P>
<P>and delivered to (the undersigned) (_________________________), at the</P>
<P>address shown below the signature line hereof.</P>

<P>&nbsp;</P>
<P>If said number of shares shall not be all the shares issuable upon exercise</P>
<P>of the attached Warrant, a new Warrant is to be issued in the name of the</P>
<P>undersigned for the balance remaining of such shares less any fraction of a</P>
<P>share paid in cash.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Printed Name of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Signature of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>Address</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>FORM OF COMPANY CONFIRMATION OF WARRANT EXERCISE</P>

<P>&nbsp;</P>
<P>Reference is made to the Common Stock Purchase Agreement (the "Common Stock</P>
<P>Purchase Agreement") between USURF AMERICA, INC. (the "Company") and FUSION</P>
<P>CAPITAL FUND II, LLC dated April 25, 2001.  In accordance with and pursuant</P>
<P>to the Common Stock Purchase Agreement, the Company has issued to FUSION</P>
<P>CAPITAL FUND II, LLC a Warrant to Purchase 215,000 shares of  common stock,</P>
<P>par value $.0001 per share (the "Common Stock") of the Company.  The</P>
<P>undersigned hereby confirms that FUSION CAPITAL FUND II, LLC has exercised</P>
<P>the Warrant to purchase ________________ shares of Common stock and</P>
<P>authorizes the issuance of ______________ shares of common stock, par value</P>
<P>$.0001 per share (the "Common Stock") of the Company, in connection with</P>
<P>the Warrant Exercise Notice   Specifically, the Company hereby confirms the</P>
<P>following information:</P>

<P>&nbsp;</P>
<P>Number of shares of Common Stock to be issued: _____________________</P>
<P>         </P>

<P>&nbsp;</P>
<P>Remaining Number of shares Subject to Exercise: ______________________</P>
<P>          </P>

<P>&nbsp;</P>
<P>Exercise Price: $.25/share of Common Stock (Subject to Adjustment pursuant</P>
<P>to the Warrant)</P>

<P>&nbsp;</P>
<P>The shares of Common Stock shall be issued in the name and to the address</P>
<P>as set forth in the applicable Warrant Exercise Notice.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Authorized Signature: ________________________</P>
<P>                                       </P>
<P>Name: ________________________</P>
<P>                       </P>
<P>Title: ________________________</P>
<P>                        </P>
<P>Phone #: ________________________</P>
<P>                          </P>
<P>Fax #: ________________________</P>
<P>                        </P></FONT></BODY>
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<SEQUENCE>14
<FILENAME>exh10124.htm
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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.124</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>THIS WARRANT (THIS "WARRANT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES</P>
<P>ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  NEITHER</P>
<P>THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF</P>
<P>NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED,</P>
<P>MORTGAGED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED</P>
<P>EXCEPT IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS.</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>WARRANT</P>

<P>&nbsp;</P>
<P>Warrant No. FCB-001        Original Issue Date:  January 01, 2001</P>

<P>&nbsp;</P>
<P>This Warrant is issued in connection with and pursuant to that certain</P>
<P>Common Stock Purchase Agreement (the "Purchase Agreement") dated as of</P>
<P>April 25, 2001, by and between USURF AMERICA, INC., a Nevada corporation</P>
<P>(the "Company"), and FUSION CAPITAL FUND II, LLC (the "Buyer").</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED, the Buyer, the registered holder hereof, or its</P>
<P>permitted assigns (the "Holder"), is entitled to purchase from the Company,</P>
<P>during the period specified in this Warrant, 215,000 fully paid and</P>
<P>non-assessable shares (subject to adjustment as hereinafter provided) of</P>
<P>Common Stock (the "Warrant Shares"), of the Company at the purchase price</P>
<P>per share provided in Section 1.2 of this Warrant (the "Warrant Exercise</P>
<P>Price"), all subject to the terms and conditions set forth in this Warrant.</P>
<P> All terms not otherwise defined herein shall have the meaning ascribed to</P>
<P>them in the Purchase Agreement.</P>

<P>&nbsp;</P>
<P>Section 1.  Period for Exercise and Exercise Price.</P>

<P>&nbsp;</P>
<P>        1.1     Period for Exercise.  The right to purchase shares of Warrant Shares</P>
<P>represented by this Warrant shall be immediately exercisable, and shall</P>
<P>expire at 5:00 p.m., Chicago local time, January 01, 2006  (the "Expiration</P>
<P>Date").  From and after the Expiration Date this Warrant shall be null and</P>
<P>void and of no further force or effect whatsoever.</P>

<P>&nbsp;</P>
<P>        1.2     Warrant Exercise Price.  The Warrant Exercise Price per share of</P>
<P>Warrant Shares shall be $0.35 per share (subject to adjustment as</P>
<P>hereinafter provided).</P>

<P>&nbsp;</P>
<P>Section 2.  Exercise of Warrant.</P>

<P>&nbsp;</P>
<P>        2.1     Manner of Exercise.   The Holder may exercise this Warrant, in whole</P>
<P>or in part, immediately, but not after the Expiration Date, during normal</P>
<P>business hours on any business day by surrendering this Warrant to the</P>
<P>Company at the principal office of the Company, accompanied by a Warrant</P>
<P>Exercise Form in substantially the form annexed hereto duly executed by the</P>
<P>Buyer and by payment of the Warrant Exercise Price for the number of shares</P>
<P>of Warrant Shares for which this Warrant is then exercisable, either (i) in</P>
<P>immediately available funds, (ii) by delivery of an instrument evidencing</P>
<P>indebtedness owing by the Company to the Holder in the appropriate amount,</P>
<P>(iii) by authorizing the Company to retain shares of Common Stock which</P>
<P>would otherwise be issuable upon exercise of this Warrant having a fair</P>
<P>market value (defined as the last reported Closing Sale Price of the Common</P>
<P>Stock on the date immediately preceding the date of the subscription</P>
<P>notice) on the date of delivery equal to the aggregate Warrant Exercise</P>
<P>Price, or (iv) in a combination of (i), (ii) or (iii) above, provided,</P>
<P>however, that in no event shall the Holder be entitled to exercise this</P>
<P>Warrant for a number of Warrant Shares in excess of that number of Warrant</P>
<P>Shares which, upon giving effect to such exercise, would cause the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates to exceed 9.9% of the outstanding shares of the Common</P>
<P>Stock following such exercise.  For purposes of the foregoing proviso, the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates shall include the number of shares of Common Stock</P>
<P>issuable upon exercise of this Warrant with respect to which determination</P>
<P>of such proviso is being made, but shall exclude the shares of Common Stock</P>
<P>which would be issuable upon (i) exercise of the remaining, unexercised</P>
<P>Warrants beneficially owned by the Holder and its affiliates and (ii)</P>
<P>exercise or conversion of the unexercised or unconverted portion of any</P>
<P>other securities of the Company beneficially owned by the Holder and its</P>
<P>affiliates subject to a limitation on conversion or exercise analogous to</P>
<P>the limitation contained herein.  Except as set forth in the preceding</P>
<P>sentence, for purposes of this paragraph, beneficial ownership shall be</P>
<P>calculated in accordance with Section 13(d) of the Securities Exchange Act</P>
<P>of 1934, as amended.  The Holder may waive the foregoing limitation by</P>
<P>written notice to the Company upon not less than 61 days prior written</P>
<P>notice (with such waiver taking effect only upon the expiration of such 61</P>
<P>day notice period).     2.2     When Exercise Effective.  Each exercise of this</P>
<P>Warrant shall be deemed to have been effected on the day on which all</P>
<P>requirements of Section 2.1 shall have been met with respect to such</P>
<P>exercise.  At such time the person in whose name any certificate for shares</P>
<P>of Warrant Shares shall be issuable upon such exercise shall be deemed for</P>
<P>all corporate purposes to have become the Holder of record of such shares,</P>
<P>regardless of the actual delivery of certificates evidencing such shares.</P>

<P>&nbsp;</P>
<P>        2.3     Delivery of Stock Certificates.  As soon as practicable after each</P>
<P>exercise of this Warrant, and in any event no later than 3 days after such</P>
<P>exercise, the Company at its expense will issue Warrant Shares via credit</P>
<P>to the Buyer's account with DTC for the number of Warrant Shares to which</P>
<P>such Buyer is entitled upon such Buyer's submission of the applicable</P>
<P>Warrant Exercise Form or, if the Transfer Agent is not participating in The</P>
<P>DTC Fast Automated Securities Transfer Program and DWAC system, issue and</P>
<P>surrender to the address as specified in the Warrant Exercise Form,, a</P>
<P>certificate, registered in the name of the Buyer or its designee, for the</P>
<P>number of shares of Common Stock to which the Buyer shall be entitled to</P>
<P>upon such exercise.  </P>

<P>&nbsp;</P>
<P>Section 3.  Adjustment of Purchase Price and Number of Shares.</P>

<P>&nbsp;</P>
<P>        The Warrant Exercise Price and the kind of securities issuable upon</P>
<P>exercise of the Warrant shall be adjusted from time to time as follows:</P>

<P>&nbsp;</P>
<P>        3.1     Subdivision or Combination of Shares (Stock Splits).  If the Company</P>
<P>at any time effects a subdivision or combination of the outstanding Common</P>
<P>Stock (through a stock split or otherwise), the number of shares of Warrant</P>
<P>Shares shall be increased, in the case of a subdivision, or the number of</P>
<P>shares of Warrant Shares shall be decreased, in the case of a combination,</P>
<P>in the same proportions as the Common Stock is subdivided or combined, in</P>
<P>each case effective automatically upon, and simultaneously with, the</P>
<P>effectiveness of the subdivision or combination which gives rise to the</P>
<P>adjustment.</P>

<P>&nbsp;</P>
<P>        3.2     Stock Dividends.  If the Company at any time pays a dividend, or makes</P>
<P>any other distribution, to holders of Common Stock payable in shares of</P>
<P>Common Stock, or fixes a record date for the determination of holders of</P>
<P>Common Stock entitled to receive a dividend or other distribution payable</P>
<P>in shares of Common Stock, then the number of shares of Warrant Shares in</P>
<P>effect immediately prior to such action shall be proportionately increased</P>
<P>so that the Holder hereof may receive upon exercise of the Warrant the</P>
<P>aggregate number of shares of Common Stock which he or it would have owned</P>
<P>immediately following such action if the Warrant had been exercised</P>
<P>immediately prior to such action.  The adjustment shall become effective</P>
<P>immediately as of the date the Company shall take a record of the holders</P>
<P>of its Common Stock for the purpose of receiving such dividend or</P>
<P>distribution (or if no such record is taken, as of the effectiveness of</P>
<P>such dividend or distribution).</P>

<P>&nbsp;</P>
<P>        3.3     Reclassification, Consolidation or Merger.  If at any time, as a</P>
<P>result of:</P>

<P>&nbsp;</P>
<P>                (a)     a capital reorganization or reclassification (other than a</P>
<P>subdivision, combination or dividend provided for elsewhere in this Section</P>
<P>3), or</P>

<P>&nbsp;</P>
<P>                (b)     a merger or consolidation of the Company with another corporation</P>
<P>(whether or not the Company is the surviving corporation), the Common Stock</P>
<P>issuable upon exercise of the Warrants shall be changed into or exchanged</P>
<P>for the same or a different number of shares of any class or classes of</P>
<P>stock of the Company or any other corporation, or other securities</P>
<P>convertible into such shares, then, as a part of such reorganization,</P>
<P>reclassification, merger or consolidation, appropriate adjustments shall be</P>
<P>made in the terms of the Warrants (or of any securities into which the</P>
<P>Warrants are exercised or for which the Warrants are exchanged), so that:</P>

<P>&nbsp;</P>
<P>                        (y)     the Holders of Warrants or of such substitute securities shall</P>
<P>thereafter be entitled to receive, upon exercise of the Warrants or of such</P>
<P>substitute securities, the kind and amount of shares of stock, other</P>
<P>securities, money and property which such Holders would have received at</P>
<P>the time of such capital reorganization, reclassification, merger, or</P>
<P>consolidation, if such Holders had exercised their Warrants immediately</P>
<P>prior to such capital reorganization, reclassification, merger, or</P>
<P>consolidation, and</P>

<P>&nbsp;</P>
<P>                        (z)     the Warrants or such substitute securities shall thereafter be</P>
<P>adjusted on terms as nearly equivalent as may be practicable to the</P>
<P>adjustments theretofore provided in this Section 3.3. No consolidation or</P>
<P>merger in which the Company is not the surviving corporation shall be</P>
<P>consummated unless the surviving corporation shall agree, in writing, to</P>
<P>the provisions of this Section 3.3. The provisions of this Section 3.3</P>
<P>shall similarly apply to successive capital reorganizations,</P>
<P>reclassifications, mergers and consolidations. </P>

<P>&nbsp;</P>
<P>        3.4     Other Action Affecting Common Stock.  If at any time the Company takes</P>
<P>any action affecting its Common Stock, other than an action described in</P>
<P>any of Sections 3.1 - 3.3 which, in the opinion of the Board of Directors</P>
<P>of the Company (the "Board"), would have an adverse effect upon the</P>
<P>exercise rights of the Warrants, the Warrant Exercise Price or the kind of</P>
<P>securities issuable upon exercise of the Warrants, or both, shall be</P>
<P>adjusted in such manner and at such time as the Board may in good faith</P>
<P>determine to be equitable in the circumstances; provided, however, that the</P>
<P>purpose of this Section is to prevent the Company from taking any action</P>
<P>which has the effect of diluting the number of shares of Warrant Shares</P>
<P>issuable upon exercise of this Warrant.</P>

<P>&nbsp;</P>
<P>        3.5     Notice of Adjustment Events.  Whenever the Company contemplates the</P>
<P>occurrence of an event which would give rise to adjustments under this</P>
<P>Section 3, the Company shall mail to each Warrant Holder, at least 20 days</P>
<P>prior to the record date with respect to such event or, if no record date</P>
<P>shall be established, at least 20 days prior to such event, a notice</P>
<P>specifying (i) the nature of the contemplated event, and (ii) the date on</P>
<P>which any such record is to be taken for the purpose of such event, and</P>
<P>(iii) the date on which such event is expected to become effective, and</P>
<P>(iv) the time, if any is to be fixed, when the holders of record of Common</P>
<P>Stock (or other securities) shall be entitled to exchange their shares of</P>
<P>Common Stock (or other securities) for securities or other property</P>
<P>deliverable in connection with such event.</P>

<P>&nbsp;</P>
<P>        3.6     Notice of Adjustments.  Whenever the kind or number of securities</P>
<P>issuable upon exercise of the Warrants, or both, shall be adjusted pursuant</P>
<P>to Section 3, the Company shall deliver a certificate signed by its Chief</P>
<P>Executive Officer and by its Chief Financial Officer, setting forth, in</P>
<P>reasonable detail, the event requiring the adjustment, the amount of the</P>
<P>adjustment, the method by which such adjustment was calculated (including a</P>
<P>description of the basis on which the Board made any determination</P>
<P>hereunder), and the Warrant Exercise Price and the kind of securities</P>
<P>issuable upon exercise of the Warrants after giving effect to such</P>
<P>adjustment, and shall cause copies of such certificate to be mailed (by</P>
<P>first class mail postage prepaid) to each Warrant Holder promptly after</P>
<P>each adjustment.</P>

<P>&nbsp;</P>
<P>Section 4.  Reservation of Stock, etc.</P>

<P>&nbsp;</P>
<P>        The Company covenants and agrees that it will at all times have</P>
<P>authorized, reserve and keep available, solely for issuance and delivery</P>
<P>upon the exercise of this Warrant, the number of shares of Warrant Shares</P>
<P>from time to time issuable upon the exercise of this Warrant.  The Company</P>
<P>further covenants and agrees that this Warrant is, and any Warrants issued</P>
<P>in substitution for or replacement of this Warrant and all Warrant Shares,</P>
<P>will upon issuance be duly authorized and validly issued and, in the case</P>
<P>of Warrant Shares, upon issuance will be fully paid and non-assessable and</P>
<P>free from all preemptive rights of any stockholder, and from all taxes,</P>
<P>liens and charges with respect to the issue thereof (other than transfer</P>
<P>taxes) and, if the Common Stock of the Company is then listed on any</P>
<P>national securities exchanges (as defined in the Exchange Act of 1934, as</P>
<P>amended (the "Exchange Act")) or quoted on NASDAQ, shall be, subject to the</P>
<P>restrictions set forth in Section 5, duly listed or quoted thereon, as the</P>
<P>case may be. In the event that the number of authorized but unissued shares</P>
<P>of such Common Stock shall not be sufficient to effect the exercise of this</P>
<P>entire Warrant into Warrant Shares, then in addition to such other remedies</P>
<P>as shall be available to the Holder of this Warrant, the Company shall</P>
<P>promptly take such corporate action as may be necessary to increase its</P>
<P>authorized but unissued shares of such Common Stock to such number of</P>
<P>shares as shall be sufficient for such purpose.</P>

<P>&nbsp;</P>
<P>Section 5.  Ownership, Transfer and Substitution of Warrants.</P>

<P>&nbsp;</P>
<P>        5.1     Ownership of Warrants.  The Company may treat the person in whose name</P>
<P>any Warrant is registered on the register kept at the principal office of</P>
<P>the Company as the owner and Holder thereof for all purposes,</P>
<P>notwithstanding any notice to the contrary, but in all events recognizing</P>
<P>any transfers made in accordance with the terms of this Warrant.</P>

<P>&nbsp;</P>
<P>        5.2     Transfer and Exchange of Warrants.  Upon the surrender of any Warrant,</P>
<P>properly endorsed, for registration of transfer or for exchange at the</P>
<P>principal office of the Company, the Company at its expense will execute</P>
<P>and deliver to the Holder thereof, upon the order of such Holder, a new</P>
<P>Warrant or Warrants of like tenor, in the name of such Holder or as such</P>
<P>Holder may direct, for such number of shares with respect to each such</P>
<P>Warrant, the aggregate number of shares in any event not to exceed the</P>
<P>number of shares for which the Warrant so surrendered had not been exercised.</P>

<P>&nbsp;</P>
<P>        5.3     REGISTRATION RIGHTS.  THE HOLDER OF THIS WARRANT IS ENTITLED TO</P>
<P>CERTAIN REGISTRATION RIGHTS WITH RESPECT TO THE WARRANT SHARES ISSUABLE</P>
<P>UPON EXERCISE THEREOF.  SAID REGISTRATION RIGHTS ARE SET FORTH IN A</P>
<P>REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE BUYER AND THE COMPANY</P>
<P>DATED AS OF APRIL 25, 2001.</P>

<P>&nbsp;</P>
<P>        5.4     Exemption from Registration.  If an opinion of counsel provides that</P>
<P>registration is not required for the proposed exercise or transfer of this</P>
<P>Warrant or the proposed transfer of the Warrant Shares and that the</P>
<P>proposed exercise or transfer in the absence of registration would require</P>
<P>the Company to take any action including executing and filing forms or</P>
<P>other documents with the Securities and Exchange Commission (the "SEC") or</P>
<P>any state securities agency, or delivering to the Holder any form or</P>
<P>document in order to establish the right of the Holder to effectuate the</P>
<P>proposed exercise or transfer, the Company agrees promptly, at its expense,</P>
<P>to take any such action; and provided, further, that the Company will</P>
<P>reimburse the Holder in full for any expenses (including but not limited to</P>
<P>the fees and disbursements of such counsel, but excluding brokers'</P>
<P>commissions) incurred by the Holder or owner of Warrant Shares on his, her</P>
<P>or its behalf in connection with such exercise or transfer of the Warrant</P>
<P>or transfer of Warrant Shares.</P>

<P>&nbsp;</P>
<P>Section 6.  No Rights or Liabilities as Shareholder.</P>

<P>&nbsp;</P>
<P>        Nothing contained in this Warrant shall be construed as conferring upon</P>
<P>the Holder hereof any rights as a shareholder of the Company or as imposing</P>
<P>any liabilities on such holder to purchase any securities or as a</P>
<P>shareholder of the Company, whether such liabilities are asserted by the</P>
<P>Company or by creditors of the Company.</P>

<P>&nbsp;</P>
<P>Section 7.  Rule 144 Sales.</P>

<P>&nbsp;</P>
<P>        At the request of any Holder who proposes to sell securities in compliance</P>
<P>with Rule 144 of the SEC, the Company will (i) forthwith furnish to such</P>
<P>Holder a written statement of compliance with the filing requirements of</P>
<P>the SEC as set forth in Rule 144, as such rules may be amended from time to</P>
<P>time and (ii) make available to the public and such Holder such information</P>
<P>as will enable the Holder to make sales pursuant to Rule 144.</P>

<P>&nbsp;</P>
<P>Section 8.  Miscellaneous.</P>

<P>&nbsp;</P>
<P>        8.1     Amendment and Waiver.  This Warrant may be amended with, and only</P>
<P>with, the written consent of the Company and the Holder.  Any waiver of any</P>
<P>term, covenant, agreement or condition contained in this Warrant shall not</P>
<P>be deemed a waiver of any other term, covenant, agreement or condition, and</P>
<P>any waiver of any default in any such term, covenant, agreement or</P>
<P>condition shall not be deemed a waiver of any later default thereof or of</P>
<P>any default of any other term, covenant, agreement or condition.</P>

<P>&nbsp;</P>
<P>        8.2     Representations and Warranties to Survive Closing.  All</P>
<P>representations, warranties and covenants contained herein shall survive</P>
<P>the execution and delivery of this Warrant and the issuance of any Warrant</P>
<P>Shares upon the exercise hereof.</P>

<P>&nbsp;</P>
<P>        8.3     Severability.  In the event that any court or any governmental</P>
<P>authority or agency declares all or any part of any Section of this Warrant</P>
<P>to be unlawful or invalid, such unlawfulness or invalidity shall not serve</P>
<P>to invalidate any other Section of this Warrant, and in the event that only</P>
<P>a portion of any Section is so declared to be unlawful or invalid, such</P>
<P>unlawfulness or invalidity shall not serve to invalidate the balance of</P>
<P>such Section.</P>

<P>&nbsp;</P>
<P>        8.4     Binding Effect; No Third Party Beneficiaries.  All provisions of this</P>
<P>Warrant shall be binding upon and inure to the benefit of the parties and</P>
<P>their respective heirs, legatees, executors, administrators, legal</P>
<P>representatives, successors, and permitted transferees and assigns.  No</P>
<P>person other than the holder of this Warrant and the Company shall have any</P>
<P>legal or equitable right, remedy or claim under or in respect of, this</P>
<P>Warrant.</P>

<P>&nbsp;</P>
<P>        8.5     Notices.  Any notices, consents, waivers or other communications</P>
<P>required or permitted to be given under the terms of this Warrant must be</P>
<P>in writing and will be deemed to have been delivered: (i) upon receipt,</P>
<P>when delivered personally; (ii) upon receipt, when sent by facsimile</P>
<P>(provided confirmation of transmission is mechanically or electronically</P>
<P>generated and kept on file by the sending party); or (iii) one Trading Day</P>
<P>after deposit with a nationally recognized overnight delivery service, in</P>
<P>each case properly addressed to the party to receive the same.  The</P>
<P>addresses and facsimile numbers for such communications shall be:</P>

<P>&nbsp;</P>
<P>                If to the Company:</P>
<P>                USURF America, Inc.</P>
<P>                8748 Quarters Lake Road</P>
<P>                Baton Rouge, Louisiana 70809</P>
<P>                Telephone:  (225) 922-7744</P>
<P>                Facsimile:  (225) 922-9123</P>
<P>                Attention:  David Loflin    </P>

<P>&nbsp;</P>
<P>                With a copy to:</P>
<P>                Newlan &amp; Newlan</P>
<P>                819 Office Park Circle</P>
<P>                Lewisville, Texas 75057</P>
<P>                Telephone:  (972) 353-3880</P>
<P>                Facsimile:  (972) 353-8304</P>
<P>                Attention:  Eric Newlan </P>

<P>&nbsp;</P>
<P>                If to the Buyer:</P>
<P>                Fusion Capital Fund II, LLC</P>
<P>                222 Merchandise Mart Plaza, Suite 9-112</P>
<P>                Chicago, IL 60654</P>
<P>                Telephone:  312-644-6644</P>
<P>                Facsimile:  312-644-6244</P>
<P>                Attention:  Steven G. Martin</P>

<P>&nbsp;</P>
<P>                If to the Transfer Agent:</P>
<P>                Securities Transfer Corporation</P>
<P>                2591 Dallas Parkway</P>
<P>                Suite 102</P>
<P>                Frisco, Texas 75034</P>
<P>                Telephone:  (469) 633-0101</P>
<P>                Facsimile:  (469) 633-0088</P>
<P>                Attention:  Kevin Halter, Jr.   </P>

<P>&nbsp;</P>
<P>or at such other address and/or facsimile number and/or to the attention of</P>
<P>such other person as the recipient party has specified by written notice</P>
<P>given to each other party three (3) Trading Days prior to the effectiveness</P>
<P>of such change.  Written confirmation of receipt (A) given by the recipient</P>
<P>of such notice, consent, waiver or other communication, (B) mechanically or</P>
<P>electronically generated by the sender's facsimile machine containing the</P>
<P>time, date, and recipient facsimile number or (C) provided by a nationally</P>
<P>recognized overnight delivery service, shall be rebuttable evidence of</P>
<P>personal service, receipt by facsimile or receipt from a nationally</P>
<P>recognized overnight delivery service in accordance with clause (i), (ii)</P>
<P>or (iii) above, respectively.</P>

<P>&nbsp;</P>
<P>        8.6     Taxes, Costs and Expenses. The Company covenants and agrees that it</P>
<P>will pay when due and payable any and all federal, state and local taxes</P>
<P>(other than income taxes) and any other costs and expenses which may be</P>
<P>payable in respect of the preparation, issuance, delivery, exercise,</P>
<P>surrender or transfer of this Warrant pursuant to the terms of this Warrant</P>
<P>or the issuance of any shares of Warrant Shares as a result thereof. If any</P>
<P>suit or action is instituted or attorneys employed to enforce this Warrant</P>
<P>or any part thereof, the Company promises and agrees to pay all costs and</P>
<P>expenses associated therewith, including reasonable attorneys' fees and</P>
<P>court costs.</P>

<P>&nbsp;</P>
<P>        8.7      Governing Law; Jurisdiction; Jury Trial.  The corporate laws of the</P>
<P>State of Nevada shall govern all issues concerning the relative rights of</P>
<P>the Company and its shareholders. All other questions concerning the</P>
<P>construction, validity, enforcement and interpretation of this Warrant</P>
<P>shall be governed by the internal laws of the State of Illinois, without</P>
<P>giving effect to any choice of law or conflict of law provision or rule</P>
<P>(whether of the State of Illinois or any other jurisdictions) that would</P>
<P>cause the application of the laws of any jurisdictions other than the State</P>
<P>of Illinois.  Each party hereby irrevocably submits to the exclusive</P>
<P>jurisdiction of the state and federal courts sitting in the City of</P>
<P>Chicago, for the adjudication of any dispute hereunder or under the other</P>
<P>Transaction Documents or in connection herewith or therewith, or with any</P>
<P>transaction contemplated hereby or discussed herein, and hereby irrevocably</P>
<P>waives, and agrees not to assert in any suit, action or proceeding, any</P>
<P>claim that it is not personally subject to the jurisdiction of any such</P>
<P>court, that such suit, action or proceeding is brought in an inconvenient</P>
<P>forum or that the venue of such suit, action or proceeding is improper.</P>
<P>Each party hereby irrevocably waives personal service of process and</P>
<P>consents to process being served in any such suit, action or proceeding by</P>
<P>mailing a copy thereof to such party at the address for such notices to it</P>
<P>under this Agreement and agrees that such service shall constitute good and</P>
<P>sufficient service of process and notice thereof.  Nothing contained herein</P>
<P>shall be deemed to limit in any way any right to serve process in any</P>
<P>manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT</P>
<P>MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF</P>
<P>ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS</P>
<P>AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.</P>

<P>&nbsp;</P>
<P>        8.8     Loss of Warrant.  Upon receipt by the Company of evidence reasonably</P>
<P>satisfactory to it of the loss, theft, destruction or mutilation of this</P>
<P>Warrant, and (in the case of loss, theft or destruction) of indemnification</P>
<P>in form and substance acceptable to the Company in its reasonable</P>
<P>discretion, and upon surrender and cancellation of this Warrant, if</P>
<P>mutilated, the Company shall execute and deliver a new Warrant of like</P>
<P>tenor and date. </P>

<P>&nbsp;</P>
<P>        8.9     Entire Agreement. This Warrant, the Purchase Agreement and the</P>
<P>Registration Rights Agreement of even date herewith represent the entire</P>
<P>agreement and understanding between the parties concerning the subject</P>
<P>matter hereof and supercede all prior and contemporaneous agreements,</P>
<P>understandings, representations and warranties with respect thereto.</P>

<P>&nbsp;</P>
<P>        8.10    Headings. The headings used herein are used for convenience only and</P>
<P>are not to be considered in construing or interpreting this Warrant.</P>

<P>&nbsp;</P>
<P>COMPANY:</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>Name: David M. Loflin   </P>
<P>Title:  President</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>WARRANT EXERCISE FORM</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Date: ________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________</P>
<P>_____________________</P>
<P>_____________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Ladies and Gentlemen:</P>

<P>&nbsp;</P>
<P>        The undersigned, being the registered holder of your Warrant number</P>
<P>_____________ accompanying this letter, hereby irrevocably exercises such</P>
<P>Warrant for __________ shares of Warrant Shares (as defined in said</P>
<P>Warrant), and herewith makes payment therefor in the amount of</P>
<P>($___________ )(via "cash-less exercise" in accordance with the Warrant),</P>
<P>and requests that such shares of Warrant Shares be issued in the name of,</P>
<P>and delivered to (the undersigned) (_________________________), at the</P>
<P>address shown below the signature line hereof.</P>

<P>&nbsp;</P>
<P>If said number of shares shall not be all the shares issuable upon exercise</P>
<P>of the attached Warrant, a new Warrant is to be issued in the name of the</P>
<P>undersigned for the balance remaining of such shares less any fraction of a</P>
<P>share paid in cash.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Printed Name of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Signature of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>Address</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>FORM OF COMPANY CONFIRMATION OF WARRANT EXERCISE</P>

<P>&nbsp;</P>
<P>        Reference is made to the Common Stock Purchase Agreement (the "Common</P>
<P>Stock Purchase Agreement") between USURF AMERICA, INC. (the "Company") and</P>
<P>FUSION CAPITAL FUND II, LLC dated April 25, 2001.  In accordance with and</P>
<P>pursuant to the Common Stock Purchase Agreement, the Company has issued to</P>
<P>FUSION CAPITAL FUND II, LLC a Warrant to Purchase 215,000 shares of  common</P>
<P>stock, par value $.0001 per share (the "Common Stock") of the Company.  The</P>
<P>undersigned hereby confirms that FUSION CAPITAL FUND II, LLC has exercised</P>
<P>the Warrant to purchase ________________ shares of Common stock and</P>
<P>authorizes the issuance of ______________ shares of common stock, par value</P>
<P>$.0001 per share (the "Common Stock") of the Company, in connection with</P>
<P>the Warrant Exercise Notice   Specifically, the Company hereby confirms the</P>
<P>following information:</P>

<P>&nbsp;</P>
<P>Number of shares of Common Stock to be issued: _____________________</P>
<P>         </P>

<P>&nbsp;</P>
<P>Remaining Number of shares Subject to Exercise: ______________________</P>
<P>          </P>

<P>&nbsp;</P>
<P>Exercise Price: $.35/share of Common Stock (Subject to Adjustment pursuant</P>
<P>to the Warrant)</P>

<P>&nbsp;</P>
<P>The shares of Common Stock shall be issued in the name and to the address</P>
<P>as set forth in the applicable Warrant Exercise Notice.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Authorized Signature: ________________________</P>
<P>                                       </P>
<P>Name: ________________________</P>
<P>                       </P>
<P>Title: ________________________</P>
<P>                        </P>
<P>Phone #: ________________________</P>
<P>                          </P>
<P>Fax #: ________________________</P>
<P>                        </P></FONT></BODY>
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<FILENAME>exh10125.htm
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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.125</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>THIS WARRANT (THIS "WARRANT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES</P>
<P>ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  NEITHER</P>
<P>THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF</P>
<P>NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED,</P>
<P>MORTGAGED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED</P>
<P>EXCEPT IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS.</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>WARRANT</P>

<P>&nbsp;</P>
<P>Warrant No. FCC-001          Original Issue Date:  January 01, 2001</P>

<P>&nbsp;</P>
<P>This Warrant is issued in connection with and pursuant to that certain</P>
<P>Common Stock Purchase Agreement (the "Purchase Agreement") dated as of</P>
<P>April 25, 2001, by and between USURF AMERICA, INC., a Nevada corporation</P>
<P>(the "Company"), and FUSION CAPITAL FUND II, LLC (the "Buyer").</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED, the Buyer, the registered holder hereof, or its</P>
<P>permitted assigns (the "Holder"), is entitled to purchase from the Company,</P>
<P>during the period specified in this Warrant, 215,000 fully paid and</P>
<P>non-assessable shares (subject to adjustment as hereinafter provided) of</P>
<P>Common Stock (the "Warrant Shares"), of the Company at the purchase price</P>
<P>per share provided in Section 1.2 of this Warrant (the "Warrant Exercise</P>
<P>Price"), all subject to the terms and conditions set forth in this Warrant.</P>
<P> All terms not otherwise defined herein shall have the meaning ascribed to</P>
<P>them in the Purchase Agreement.</P>

<P>&nbsp;</P>
<P>Section 1.  Period for Exercise and Exercise Price.</P>

<P>&nbsp;</P>
<P>        1.1     Period for Exercise.  The right to purchase shares of Warrant Shares</P>
<P>represented by this Warrant shall be immediately exercisable, and shall</P>
<P>expire at 5:00 p.m., Chicago local time, January 01, 2006  (the "Expiration</P>
<P>Date").  From and after the Expiration Date this Warrant shall be null and</P>
<P>void and of no further force or effect whatsoever.</P>

<P>&nbsp;</P>
<P>        1.2     Warrant Exercise Price.  The Warrant Exercise Price per share of</P>
<P>Warrant Shares shall be $0.45 per share (subject to adjustment as</P>
<P>hereinafter provided).</P>

<P>&nbsp;</P>
<P>Section 2.  Exercise of Warrant.</P>

<P>&nbsp;</P>
<P>        2.1     Manner of Exercise.   The Holder may exercise this Warrant, in whole</P>
<P>or in part, immediately, but not after the Expiration Date, during normal</P>
<P>business hours on any business day by surrendering this Warrant to the</P>
<P>Company at the principal office of the Company, accompanied by a Warrant</P>
<P>Exercise Form in substantially the form annexed hereto duly executed by the</P>
<P>Buyer and by payment of the Warrant Exercise Price for the number of shares</P>
<P>of Warrant Shares for which this Warrant is then exercisable, either (i) in</P>
<P>immediately available funds, (ii) by delivery of an instrument evidencing</P>
<P>indebtedness owing by the Company to the Holder in the appropriate amount,</P>
<P>(iii) by authorizing the Company to retain shares of Common Stock which</P>
<P>would otherwise be issuable upon exercise of this Warrant having a fair</P>
<P>market value (defined as the last reported Closing Sale Price of the Common</P>
<P>Stock on the date immediately preceding the date of the subscription</P>
<P>notice) on the date of delivery equal to the aggregate Warrant Exercise</P>
<P>Price, or (iv) in a combination of (i), (ii) or (iii) above, provided,</P>
<P>however, that in no event shall the Holder be entitled to exercise this</P>
<P>Warrant for a number of Warrant Shares in excess of that number of Warrant</P>
<P>Shares which, upon giving effect to such exercise, would cause the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates to exceed 9.9% of the outstanding shares of the Common</P>
<P>Stock following such exercise.  For purposes of the foregoing proviso, the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates shall include the number of shares of Common Stock</P>
<P>issuable upon exercise of this Warrant with respect to which determination</P>
<P>of such proviso is being made, but shall exclude the shares of Common Stock</P>
<P>which would be issuable upon (i) exercise of the remaining, unexercised</P>
<P>Warrants beneficially owned by the Holder and its affiliates and (ii)</P>
<P>exercise or conversion of the unexercised or unconverted portion of any</P>
<P>other securities of the Company beneficially owned by the Holder and its</P>
<P>affiliates subject to a limitation on conversion or exercise analogous to</P>
<P>the limitation contained herein.  Except as set forth in the preceding</P>
<P>sentence, for purposes of this paragraph, beneficial ownership shall be</P>
<P>calculated in accordance with Section 13(d) of the Securities Exchange Act</P>
<P>of 1934, as amended.  The Holder may waive the foregoing limitation by</P>
<P>written notice to the Company upon not less than 61 days prior written</P>
<P>notice (with such waiver taking effect only upon the expiration of such 61</P>
<P>day notice period).     2.2     When Exercise Effective.  Each exercise of this</P>
<P>Warrant shall be deemed to have been effected on the day on which all</P>
<P>requirements of Section 2.1 shall have been met with respect to such</P>
<P>exercise.  At such time the person in whose name any certificate for shares</P>
<P>of Warrant Shares shall be issuable upon such exercise shall be deemed for</P>
<P>all corporate purposes to have become the Holder of record of such shares,</P>
<P>regardless of the actual delivery of certificates evidencing such shares.</P>

<P>&nbsp;</P>
<P>        2.3     Delivery of Stock Certificates.  As soon as practicable after each</P>
<P>exercise of this Warrant, and in any event no later than 3 days after such</P>
<P>exercise, the Company at its expense will issue Warrant Shares via credit</P>
<P>to the Buyer's account with DTC for the number of Warrant Shares to which</P>
<P>such Buyer is entitled upon such Buyer's submission of the applicable</P>
<P>Warrant Exercise Form or, if the Transfer Agent is not participating in The</P>
<P>DTC Fast Automated Securities Transfer Program and DWAC system, issue and</P>
<P>surrender to the address as specified in the Warrant Exercise Form,, a</P>
<P>certificate, registered in the name of the Buyer or its designee, for the</P>
<P>number of shares of Common Stock to which the Buyer shall be entitled to</P>
<P>upon such exercise.  </P>

<P>&nbsp;</P>
<P>Section 3.  Adjustment of Purchase Price and Number of Shares.</P>

<P>&nbsp;</P>
<P>        The Warrant Exercise Price and the kind of securities issuable upon</P>
<P>exercise of the Warrant shall be adjusted from time to time as follows:</P>

<P>&nbsp;</P>
<P>        3.1     Subdivision or Combination of Shares (Stock Splits).  If the Company</P>
<P>at any time effects a subdivision or combination of the outstanding Common</P>
<P>Stock (through a stock split or otherwise), the number of shares of Warrant</P>
<P>Shares shall be increased, in the case of a subdivision, or the number of</P>
<P>shares of Warrant Shares shall be decreased, in the case of a combination,</P>
<P>in the same proportions as the Common Stock is subdivided or combined, in</P>
<P>each case effective automatically upon, and simultaneously with, the</P>
<P>effectiveness of the subdivision or combination which gives rise to the</P>
<P>adjustment.</P>

<P>&nbsp;</P>
<P>        3.2     Stock Dividends.  If the Company at any time pays a dividend, or makes</P>
<P>any other distribution, to holders of Common Stock payable in shares of</P>
<P>Common Stock, or fixes a record date for the determination of holders of</P>
<P>Common Stock entitled to receive a dividend or other distribution payable</P>
<P>in shares of Common Stock, then the number of shares of Warrant Shares in</P>
<P>effect immediately prior to such action shall be proportionately increased</P>
<P>so that the Holder hereof may receive upon exercise of the Warrant the</P>
<P>aggregate number of shares of Common Stock which he or it would have owned</P>
<P>immediately following such action if the Warrant had been exercised</P>
<P>immediately prior to such action.  The adjustment shall become effective</P>
<P>immediately as of the date the Company shall take a record of the holders</P>
<P>of its Common Stock for the purpose of receiving such dividend or</P>
<P>distribution (or if no such record is taken, as of the effectiveness of</P>
<P>such dividend or distribution).</P>

<P>&nbsp;</P>
<P>        3.3     Reclassification, Consolidation or Merger.  If at any time, as a</P>
<P>result of:</P>

<P>&nbsp;</P>
<P>                (a)     a capital reorganization or reclassification (other than a</P>
<P>subdivision, combination or dividend provided for elsewhere in this Section</P>
<P>3), or</P>

<P>&nbsp;</P>
<P>                (b)     a merger or consolidation of the Company with another corporation</P>
<P>(whether or not the Company is the surviving corporation), the Common Stock</P>
<P>issuable upon exercise of the Warrants shall be changed into or exchanged</P>
<P>for the same or a different number of shares of any class or classes of</P>
<P>stock of the Company or any other corporation, or other securities</P>
<P>convertible into such shares, then, as a part of such reorganization,</P>
<P>reclassification, merger or consolidation, appropriate adjustments shall be</P>
<P>made in the terms of the Warrants (or of any securities into which the</P>
<P>Warrants are exercised or for which the Warrants are exchanged), so that:</P>

<P>&nbsp;</P>
<P>                        (y)     the Holders of Warrants or of such substitute securities shall</P>
<P>thereafter be entitled to receive, upon exercise of the Warrants or of such</P>
<P>substitute securities, the kind and amount of shares of stock, other</P>
<P>securities, money and property which such Holders would have received at</P>
<P>the time of such capital reorganization, reclassification, merger, or</P>
<P>consolidation, if such Holders had exercised their Warrants immediately</P>
<P>prior to such capital reorganization, reclassification, merger, or</P>
<P>consolidation, and</P>

<P>&nbsp;</P>
<P>                        (z)     the Warrants or such substitute securities shall thereafter be</P>
<P>adjusted on terms as nearly equivalent as may be practicable to the</P>
<P>adjustments theretofore provided in this Section 3.3. No consolidation or</P>
<P>merger in which the Company is not the surviving corporation shall be</P>
<P>consummated unless the surviving corporation shall agree, in writing, to</P>
<P>the provisions of this Section 3.3. The provisions of this Section 3.3</P>
<P>shall similarly apply to successive capital reorganizations,</P>
<P>reclassifications, mergers and consolidations. </P>

<P>&nbsp;</P>
<P>        3.4     Other Action Affecting Common Stock.  If at any time the Company takes</P>
<P>any action affecting its Common Stock, other than an action described in</P>
<P>any of Sections 3.1 - 3.3 which, in the opinion of the Board of Directors</P>
<P>of the Company (the "Board"), would have an adverse effect upon the</P>
<P>exercise rights of the Warrants, the Warrant Exercise Price or the kind of</P>
<P>securities issuable upon exercise of the Warrants, or both, shall be</P>
<P>adjusted in such manner and at such time as the Board may in good faith</P>
<P>determine to be equitable in the circumstances; provided, however, that the</P>
<P>purpose of this Section is to prevent the Company from taking any action</P>
<P>which has the effect of diluting the number of shares of Warrant Shares</P>
<P>issuable upon exercise of this Warrant.</P>

<P>&nbsp;</P>
<P>        3.5     Notice of Adjustment Events.  Whenever the Company contemplates the</P>
<P>occurrence of an event which would give rise to adjustments under this</P>
<P>Section 3, the Company shall mail to each Warrant Holder, at least 20 days</P>
<P>prior to the record date with respect to such event or, if no record date</P>
<P>shall be established, at least 20 days prior to such event, a notice</P>
<P>specifying (i) the nature of the contemplated event, and (ii) the date on</P>
<P>which any such record is to be taken for the purpose of such event, and</P>
<P>(iii) the date on which such event is expected to become effective, and</P>
<P>(iv) the time, if any is to be fixed, when the holders of record of Common</P>
<P>Stock (or other securities) shall be entitled to exchange their shares of</P>
<P>Common Stock (or other securities) for securities or other property</P>
<P>deliverable in connection with such event.</P>

<P>&nbsp;</P>
<P>        3.6     Notice of Adjustments.  Whenever the kind or number of securities</P>
<P>issuable upon exercise of the Warrants, or both, shall be adjusted pursuant</P>
<P>to Section 3, the Company shall deliver a certificate signed by its Chief</P>
<P>Executive Officer and by its Chief Financial Officer, setting forth, in</P>
<P>reasonable detail, the event requiring the adjustment, the amount of the</P>
<P>adjustment, the method by which such adjustment was calculated (including a</P>
<P>description of the basis on which the Board made any determination</P>
<P>hereunder), and the Warrant Exercise Price and the kind of securities</P>
<P>issuable upon exercise of the Warrants after giving effect to such</P>
<P>adjustment, and shall cause copies of such certificate to be mailed (by</P>
<P>first class mail postage prepaid) to each Warrant Holder promptly after</P>
<P>each adjustment.</P>

<P>&nbsp;</P>
<P>Section 4.  Reservation of Stock, etc.</P>

<P>&nbsp;</P>
<P>        The Company covenants and agrees that it will at all times have</P>
<P>authorized, reserve and keep available, solely for issuance and delivery</P>
<P>upon the exercise of this Warrant, the number of shares of Warrant Shares</P>
<P>from time to time issuable upon the exercise of this Warrant.  The Company</P>
<P>further covenants and agrees that this Warrant is, and any Warrants issued</P>
<P>in substitution for or replacement of this Warrant and all Warrant Shares,</P>
<P>will upon issuance be duly authorized and validly issued and, in the case</P>
<P>of Warrant Shares, upon issuance will be fully paid and non-assessable and</P>
<P>free from all preemptive rights of any stockholder, and from all taxes,</P>
<P>liens and charges with respect to the issue thereof (other than transfer</P>
<P>taxes) and, if the Common Stock of the Company is then listed on any</P>
<P>national securities exchanges (as defined in the Exchange Act of 1934, as</P>
<P>amended (the "Exchange Act")) or quoted on NASDAQ, shall be, subject to the</P>
<P>restrictions set forth in Section 5, duly listed or quoted thereon, as the</P>
<P>case may be. In the event that the number of authorized but unissued shares</P>
<P>of such Common Stock shall not be sufficient to effect the exercise of this</P>
<P>entire Warrant into Warrant Shares, then in addition to such other remedies</P>
<P>as shall be available to the Holder of this Warrant, the Company shall</P>
<P>promptly take such corporate action as may be necessary to increase its</P>
<P>authorized but unissued shares of such Common Stock to such number of</P>
<P>shares as shall be sufficient for such purpose.</P>

<P>&nbsp;</P>
<P>Section 5.  Ownership, Transfer and Substitution of Warrants.</P>

<P>&nbsp;</P>
<P>        5.1     Ownership of Warrants.  The Company may treat the person in whose name</P>
<P>any Warrant is registered on the register kept at the principal office of</P>
<P>the Company as the owner and Holder thereof for all purposes,</P>
<P>notwithstanding any notice to the contrary, but in all events recognizing</P>
<P>any transfers made in accordance with the terms of this Warrant.</P>

<P>&nbsp;</P>
<P>        5.2     Transfer and Exchange of Warrants.  Upon the surrender of any Warrant,</P>
<P>properly endorsed, for registration of transfer or for exchange at the</P>
<P>principal office of the Company, the Company at its expense will execute</P>
<P>and deliver to the Holder thereof, upon the order of such Holder, a new</P>
<P>Warrant or Warrants of like tenor, in the name of such Holder or as such</P>
<P>Holder may direct, for such number of shares with respect to each such</P>
<P>Warrant, the aggregate number of shares in any event not to exceed the</P>
<P>number of shares for which the Warrant so surrendered had not been exercised.</P>

<P>&nbsp;</P>
<P>        5.3     REGISTRATION RIGHTS.  THE HOLDER OF THIS WARRANT IS ENTITLED TO</P>
<P>CERTAIN REGISTRATION RIGHTS WITH RESPECT TO THE WARRANT SHARES ISSUABLE</P>
<P>UPON EXERCISE THEREOF.  SAID REGISTRATION RIGHTS ARE SET FORTH IN A</P>
<P>REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE BUYER AND THE COMPANY</P>
<P>DATED AS OF APRIL 25, 2001.</P>

<P>&nbsp;</P>
<P>        5.4     Exemption from Registration.  If an opinion of counsel provides that</P>
<P>registration is not required for the proposed exercise or transfer of this</P>
<P>Warrant or the proposed transfer of the Warrant Shares and that the</P>
<P>proposed exercise or transfer in the absence of registration would require</P>
<P>the Company to take any action including executing and filing forms or</P>
<P>other documents with the Securities and Exchange Commission (the "SEC") or</P>
<P>any state securities agency, or delivering to the Holder any form or</P>
<P>document in order to establish the right of the Holder to effectuate the</P>
<P>proposed exercise or transfer, the Company agrees promptly, at its expense,</P>
<P>to take any such action; and provided, further, that the Company will</P>
<P>reimburse the Holder in full for any expenses (including but not limited to</P>
<P>the fees and disbursements of such counsel, but excluding brokers'</P>
<P>commissions) incurred by the Holder or owner of Warrant Shares on his, her</P>
<P>or its behalf in connection with such exercise or transfer of the Warrant</P>
<P>or transfer of Warrant Shares.</P>

<P>&nbsp;</P>
<P>Section 6.  No Rights or Liabilities as Shareholder.</P>

<P>&nbsp;</P>
<P>        Nothing contained in this Warrant shall be construed as conferring upon</P>
<P>the Holder hereof any rights as a shareholder of the Company or as imposing</P>
<P>any liabilities on such holder to purchase any securities or as a</P>
<P>shareholder of the Company, whether such liabilities are asserted by the</P>
<P>Company or by creditors of the Company.</P>

<P>&nbsp;</P>
<P>Section 7.  Rule 144 Sales.</P>

<P>&nbsp;</P>
<P>        At the request of any Holder who proposes to sell securities in compliance</P>
<P>with Rule 144 of the SEC, the Company will (i) forthwith furnish to such</P>
<P>Holder a written statement of compliance with the filing requirements of</P>
<P>the SEC as set forth in Rule 144, as such rules may be amended from time to</P>
<P>time and (ii) make available to the public and such Holder such information</P>
<P>as will enable the Holder to make sales pursuant to Rule 144.</P>

<P>&nbsp;</P>
<P>Section 8.  Miscellaneous.</P>

<P>&nbsp;</P>
<P>        8.1     Amendment and Waiver.  This Warrant may be amended with, and only</P>
<P>with, the written consent of the Company and the Holder.  Any waiver of any</P>
<P>term, covenant, agreement or condition contained in this Warrant shall not</P>
<P>be deemed a waiver of any other term, covenant, agreement or condition, and</P>
<P>any waiver of any default in any such term, covenant, agreement or</P>
<P>condition shall not be deemed a waiver of any later default thereof or of</P>
<P>any default of any other term, covenant, agreement or condition.</P>

<P>&nbsp;</P>
<P>        8.2     Representations and Warranties to Survive Closing.  All</P>
<P>representations, warranties and covenants contained herein shall survive</P>
<P>the execution and delivery of this Warrant and the issuance of any Warrant</P>
<P>Shares upon the exercise hereof.</P>

<P>&nbsp;</P>
<P>        8.3     Severability.  In the event that any court or any governmental</P>
<P>authority or agency declares all or any part of any Section of this Warrant</P>
<P>to be unlawful or invalid, such unlawfulness or invalidity shall not serve</P>
<P>to invalidate any other Section of this Warrant, and in the event that only</P>
<P>a portion of any Section is so declared to be unlawful or invalid, such</P>
<P>unlawfulness or invalidity shall not serve to invalidate the balance of</P>
<P>such Section.</P>

<P>&nbsp;</P>
<P>        8.4     Binding Effect; No Third Party Beneficiaries.  All provisions of this</P>
<P>Warrant shall be binding upon and inure to the benefit of the parties and</P>
<P>their respective heirs, legatees, executors, administrators, legal</P>
<P>representatives, successors, and permitted transferees and assigns.  No</P>
<P>person other than the holder of this Warrant and the Company shall have any</P>
<P>legal or equitable right, remedy or claim under or in respect of, this</P>
<P>Warrant.</P>

<P>&nbsp;</P>
<P>        8.5     Notices.  Any notices, consents, waivers or other communications</P>
<P>required or permitted to be given under the terms of this Warrant must be</P>
<P>in writing and will be deemed to have been delivered: (i) upon receipt,</P>
<P>when delivered personally; (ii) upon receipt, when sent by facsimile</P>
<P>(provided confirmation of transmission is mechanically or electronically</P>
<P>generated and kept on file by the sending party); or (iii) one Trading Day</P>
<P>after deposit with a nationally recognized overnight delivery service, in</P>
<P>each case properly addressed to the party to receive the same.  The</P>
<P>addresses and facsimile numbers for such communications shall be:</P>

<P>&nbsp;</P>
<P>                If to the Company:</P>
<P>                USURF America, Inc.</P>
<P>                8748 Quarters Lake Road</P>
<P>                Baton Rouge, Louisiana 70809</P>
<P>                Telephone:  (225) 922-7744</P>
<P>                Facsimile:  (225) 922-9123</P>
<P>                Attention:  David Loflin    </P>

<P>&nbsp;</P>
<P>                With a copy to:</P>
<P>                Newlan &amp; Newlan</P>
<P>                819 Office Park Circle</P>
<P>                Lewisville, Texas 75057</P>
<P>                Telephone:  (972) 353-3880</P>
<P>                Facsimile:  (972) 353-8304</P>
<P>                Attention:  Eric Newlan </P>

<P>&nbsp;</P>
<P>                If to the Buyer:</P>
<P>                Fusion Capital Fund II, LLC</P>
<P>                222 Merchandise Mart Plaza, Suite 9-112</P>
<P>                Chicago, IL 60654</P>
<P>                Telephone:  312-644-6644</P>
<P>                Facsimile:  312-644-6244</P>
<P>                Attention:  Steven G. Martin</P>

<P>&nbsp;</P>
<P>                If to the Transfer Agent:</P>
<P>                Securities Transfer Corporation</P>
<P>                2591 Dallas Parkway</P>
<P>                Suite 102</P>
<P>                Frisco, Texas 75034</P>
<P>                Telephone:  (469) 633-0101</P>
<P>                Facsimile:  (469) 633-0088</P>
<P>                Attention:  Kevin Halter, Jr.   </P>

<P>&nbsp;</P>
<P>or at such other address and/or facsimile number and/or to the attention of</P>
<P>such other person as the recipient party has specified by written notice</P>
<P>given to each other party three (3) Trading Days prior to the effectiveness</P>
<P>of such change.  Written confirmation of receipt (A) given by the recipient</P>
<P>of such notice, consent, waiver or other communication, (B) mechanically or</P>
<P>electronically generated by the sender's facsimile machine containing the</P>
<P>time, date, and recipient facsimile number or (C) provided by a nationally</P>
<P>recognized overnight delivery service, shall be rebuttable evidence of</P>
<P>personal service, receipt by facsimile or receipt from a nationally</P>
<P>recognized overnight delivery service in accordance with clause (i), (ii)</P>
<P>or (iii) above, respectively.</P>

<P>&nbsp;</P>
<P>        8.6     Taxes, Costs and Expenses. The Company covenants and agrees that it</P>
<P>will pay when due and payable any and all federal, state and local taxes</P>
<P>(other than income taxes) and any other costs and expenses which may be</P>
<P>payable in respect of the preparation, issuance, delivery, exercise,</P>
<P>surrender or transfer of this Warrant pursuant to the terms of this Warrant</P>
<P>or the issuance of any shares of Warrant Shares as a result thereof. If any</P>
<P>suit or action is instituted or attorneys employed to enforce this Warrant</P>
<P>or any part thereof, the Company promises and agrees to pay all costs and</P>
<P>expenses associated therewith, including reasonable attorneys' fees and</P>
<P>court costs.</P>

<P>&nbsp;</P>
<P>        8.7      Governing Law; Jurisdiction; Jury Trial.  The corporate laws of the</P>
<P>State of Nevada shall govern all issues concerning the relative rights of</P>
<P>the Company and its shareholders. All other questions concerning the</P>
<P>construction, validity, enforcement and interpretation of this Warrant</P>
<P>shall be governed by the internal laws of the State of Illinois, without</P>
<P>giving effect to any choice of law or conflict of law provision or rule</P>
<P>(whether of the State of Illinois or any other jurisdictions) that would</P>
<P>cause the application of the laws of any jurisdictions other than the State</P>
<P>of Illinois.  Each party hereby irrevocably submits to the exclusive</P>
<P>jurisdiction of the state and federal courts sitting in the City of</P>
<P>Chicago, for the adjudication of any dispute hereunder or under the other</P>
<P>Transaction Documents or in connection herewith or therewith, or with any</P>
<P>transaction contemplated hereby or discussed herein, and hereby irrevocably</P>
<P>waives, and agrees not to assert in any suit, action or proceeding, any</P>
<P>claim that it is not personally subject to the jurisdiction of any such</P>
<P>court, that such suit, action or proceeding is brought in an inconvenient</P>
<P>forum or that the venue of such suit, action or proceeding is improper.</P>
<P>Each party hereby irrevocably waives personal service of process and</P>
<P>consents to process being served in any such suit, action or proceeding by</P>
<P>mailing a copy thereof to such party at the address for such notices to it</P>
<P>under this Agreement and agrees that such service shall constitute good and</P>
<P>sufficient service of process and notice thereof.  Nothing contained herein</P>
<P>shall be deemed to limit in any way any right to serve process in any</P>
<P>manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT</P>
<P>MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF</P>
<P>ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS</P>
<P>AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.</P>

<P>&nbsp;</P>
<P>        8.8     Loss of Warrant.  Upon receipt by the Company of evidence reasonably</P>
<P>satisfactory to it of the loss, theft, destruction or mutilation of this</P>
<P>Warrant, and (in the case of loss, theft or destruction) of indemnification</P>
<P>in form and substance acceptable to the Company in its reasonable</P>
<P>discretion, and upon surrender and cancellation of this Warrant, if</P>
<P>mutilated, the Company shall execute and deliver a new Warrant of like</P>
<P>tenor and date. </P>

<P>&nbsp;</P>
<P>        8.9     Entire Agreement. This Warrant, the Purchase Agreement and the</P>
<P>Registration Rights Agreement of even date herewith represent the entire</P>
<P>agreement and understanding between the parties concerning the subject</P>
<P>matter hereof and supercede all prior and contemporaneous agreements,</P>
<P>understandings, representations and warranties with respect thereto.</P>

<P>&nbsp;</P>
<P>        8.10    Headings. The headings used herein are used for convenience only and</P>
<P>are not to be considered in construing or interpreting this Warrant.</P>

<P>&nbsp;</P>
<P>COMPANY:</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>Name: David M. Loflin   </P>
<P>Title:  President</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>WARRANT EXERCISE FORM</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Date: ________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________</P>
<P>_____________________</P>
<P>_____________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Ladies and Gentlemen:</P>

<P>&nbsp;</P>
<P>        The undersigned, being the registered holder of your Warrant number</P>
<P>_____________ accompanying this letter, hereby irrevocably exercises such</P>
<P>Warrant for __________ shares of Warrant Shares (as defined in said</P>
<P>Warrant), and herewith makes payment therefor in the amount of</P>
<P>($___________ )(via "cash-less exercise" in accordance with the Warrant),</P>
<P>and requests that such shares of Warrant Shares be issued in the name of,</P>
<P>and delivered to (the undersigned) (_________________________), at the</P>
<P>address shown below the signature line hereof.</P>

<P>&nbsp;</P>
<P>If said number of shares shall not be all the shares issuable upon exercise</P>
<P>of the attached Warrant, a new Warrant is to be issued in the name of the</P>
<P>undersigned for the balance remaining of such shares less any fraction of a</P>
<P>share paid in cash.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Printed Name of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Signature of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>Address</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>FORM OF COMPANY CONFIRMATION OF WARRANT EXERCISE</P>

<P>&nbsp;</P>
<P>        Reference is made to the Common Stock Purchase Agreement (the "Common</P>
<P>Stock Purchase Agreement") between USURF AMERICA, INC. (the "Company") and</P>
<P>FUSION CAPITAL FUND II, LLC dated April 25, 2001.  In accordance with and</P>
<P>pursuant to the Common Stock Purchase Agreement, the Company has issued to</P>
<P>FUSION CAPITAL FUND II, LLC a Warrant to Purchase 215,000 shares of  common</P>
<P>stock, par value $.0001 per share (the "Common Stock") of the Company.  The</P>
<P>undersigned hereby confirms that FUSION CAPITAL FUND II, LLC has exercised</P>
<P>the Warrant to purchase ________________ shares of Common stock and</P>
<P>authorizes the issuance of ______________ shares of common stock, par value</P>
<P>$.0001 per share (the "Common Stock") of the Company, in connection with</P>
<P>the Warrant Exercise Notice   Specifically, the Company hereby confirms the</P>
<P>following information:</P>

<P>&nbsp;</P>
<P>Number of shares of Common Stock to be issued: _____________________</P>
<P>         </P>

<P>&nbsp;</P>
<P>Remaining Number of shares Subject to Exercise: ______________________</P>
<P>          </P>

<P>&nbsp;</P>
<P>Exercise Price: $.45/share of Common Stock (Subject to Adjustment pursuant</P>
<P>to the Warrant)</P>

<P>&nbsp;</P>
<P>The shares of Common Stock shall be issued in the name and to the address</P>
<P>as set forth in the applicable Warrant Exercise Notice.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Authorized Signature: ________________________</P>
<P>                                       </P>
<P>Name: ________________________</P>
<P>                       </P>
<P>Title: ________________________</P>
<P>                        </P>
<P>Phone #: ________________________</P>
<P>                          </P>
<P>Fax #: ________________________</P>
<P>                        </P></FONT></BODY>
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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.126</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>THIS WARRANT (THIS "WARRANT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES</P>
<P>ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  NEITHER</P>
<P>THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF</P>
<P>NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED,</P>
<P>MORTGAGED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED</P>
<P>EXCEPT IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS.</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>WARRANT</P>

<P>&nbsp;</P>
<P>Warrant No. FCA-002           Original Issue Date:  January 01, 2001</P>

<P>&nbsp;</P>
<P>This Warrant is issued in connection with and pursuant to that certain</P>
<P>Common Stock Purchase Agreement (the "Purchase Agreement") dated as of</P>
<P>April 25, 2001, by and between USURF AMERICA, INC., a Nevada corporation</P>
<P>(the "Company"), and FUSION CAPITAL FUND II, LLC.</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED, GRUNTAL &amp; CO., L.L.C. (the "Buyer"), the registered</P>
<P>holder hereof, or its permitted assigns (the "Holder"), is entitled to</P>
<P>purchase from the Company, during the period specified in this Warrant,</P>
<P>53,750 fully paid and non-assessable shares (subject to adjustment as</P>
<P>hereinafter provided) of Common Stock (the "Warrant Shares"), of the</P>
<P>Company at the purchase price per share provided in Section 1.2 of this</P>
<P>Warrant (the "Warrant Exercise Price"), all subject to the terms and</P>
<P>conditions set forth in this Warrant.  All terms not otherwise defined</P>
<P>herein shall have the meaning ascribed to them in the Purchase Agreement.</P>

<P>&nbsp;</P>
<P>Section 1.  Period for Exercise and Exercise Price.</P>

<P>&nbsp;</P>
<P>        1.1     Period for Exercise.  The right to purchase shares of Warrant Shares</P>
<P>represented by this Warrant shall be immediately exercisable, and shall</P>
<P>expire at 5:00 p.m., Chicago local time, January 01, 2006  (the "Expiration</P>
<P>Date").  From and after the Expiration Date this Warrant shall be null and</P>
<P>void and of no further force or effect whatsoever.</P>

<P>&nbsp;</P>
<P>        1.2     Warrant Exercise Price.  The Warrant Exercise Price per share of</P>
<P>Warrant Shares shall be $0.25 per share (subject to adjustment as</P>
<P>hereinafter provided).</P>

<P>&nbsp;</P>
<P>Section 2.  Exercise of Warrant.</P>

<P>&nbsp;</P>
<P>        2.1     Manner of Exercise.   The Holder may exercise this Warrant, in whole</P>
<P>or in part, immediately, but not after the Expiration Date, during normal</P>
<P>business hours on any business day by surrendering this Warrant to the</P>
<P>Company at the principal office of the Company, accompanied by a Warrant</P>
<P>Exercise Form in substantially the form annexed hereto duly executed by the</P>
<P>Buyer and by payment of the Warrant Exercise Price for the number of shares</P>
<P>of Warrant Shares for which this Warrant is then exercisable, either (i) in</P>
<P>immediately available funds, (ii) by delivery of an instrument evidencing</P>
<P>indebtedness owing by the Company to the Holder in the appropriate amount,</P>
<P>(iii) by authorizing the Company to retain shares of Common Stock which</P>
<P>would otherwise be issuable upon exercise of this Warrant having a fair</P>
<P>market value (defined as the last reported Closing Sale Price of the Common</P>
<P>Stock on the date immediately preceding the date of the subscription</P>
<P>notice) on the date of delivery equal to the aggregate Warrant Exercise</P>
<P>Price, or (iv) in a combination of (i), (ii) or (iii) above, provided,</P>
<P>however, that in no event shall the Holder be entitled to exercise this</P>
<P>Warrant for a number of Warrant Shares in excess of that number of Warrant</P>
<P>Shares which, upon giving effect to such exercise, would cause the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates to exceed 9.9% of the outstanding shares of the Common</P>
<P>Stock following such exercise.  For purposes of the foregoing proviso, the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates shall include the number of shares of Common Stock</P>
<P>issuable upon exercise of this Warrant with respect to which determination</P>
<P>of such proviso is being made, but shall exclude the shares of Common Stock</P>
<P>which would be issuable upon (i) exercise of the remaining, unexercised</P>
<P>Warrants beneficially owned by the Holder and its affiliates and (ii)</P>
<P>exercise or conversion of the unexercised or unconverted portion of any</P>
<P>other securities of the Company beneficially owned by the Holder and its</P>
<P>affiliates subject to a limitation on conversion or exercise analogous to</P>
<P>the limitation contained herein.  Except as set forth in the preceding</P>
<P>sentence, for purposes of this paragraph, beneficial ownership shall be</P>
<P>calculated in accordance with Section 13(d) of the Securities Exchange Act</P>
<P>of 1934, as amended.  The Holder may waive the foregoing limitation by</P>
<P>written notice to the Company upon not less than 61 days prior written</P>
<P>notice (with such waiver taking effect only upon the expiration of such 61</P>
<P>day notice period).     2.2     When Exercise Effective.  Each exercise of this</P>
<P>Warrant shall be deemed to have been effected on the day on which all</P>
<P>requirements of Section 2.1 shall have been met with respect to such</P>
<P>exercise.  At such time the person in whose name any certificate for shares</P>
<P>of Warrant Shares shall be issuable upon such exercise shall be deemed for</P>
<P>all corporate purposes to have become the Holder of record of such shares,</P>
<P>regardless of the actual delivery of certificates evidencing such shares.</P>

<P>&nbsp;</P>
<P>        2.3     Delivery of Stock Certificates.  As soon as practicable after each</P>
<P>exercise of this Warrant, and in any event no later than 3 days after such</P>
<P>exercise, the Company at its expense will issue Warrant Shares via credit</P>
<P>to the Buyer's account with DTC for the number of Warrant Shares to which</P>
<P>such Buyer is entitled upon such Buyer's submission of the applicable</P>
<P>Warrant Exercise Form or, if the Transfer Agent is not participating in The</P>
<P>DTC Fast Automated Securities Transfer Program and DWAC system, issue and</P>
<P>surrender to the address as specified in the Warrant Exercise Form,, a</P>
<P>certificate, registered in the name of the Buyer or its designee, for the</P>
<P>number of shares of Common Stock to which the Buyer shall be entitled to</P>
<P>upon such exercise.  </P>

<P>&nbsp;</P>
<P>Section 3.  Adjustment of Purchase Price and Number of Shares.</P>

<P>&nbsp;</P>
<P>        The Warrant Exercise Price and the kind of securities issuable upon</P>
<P>exercise of the Warrant shall be adjusted from time to time as follows:</P>

<P>&nbsp;</P>
<P>        3.1     Subdivision or Combination of Shares (Stock Splits).  If the Company</P>
<P>at any time effects a subdivision or combination of the outstanding Common</P>
<P>Stock (through a stock split or otherwise), the number of shares of Warrant</P>
<P>Shares shall be increased, in the case of a subdivision, or the number of</P>
<P>shares of Warrant Shares shall be decreased, in the case of a combination,</P>
<P>in the same proportions as the Common Stock is subdivided or combined, in</P>
<P>each case effective automatically upon, and simultaneously with, the</P>
<P>effectiveness of the subdivision or combination which gives rise to the</P>
<P>adjustment.</P>

<P>&nbsp;</P>
<P>        3.2     Stock Dividends.  If the Company at any time pays a dividend, or makes</P>
<P>any other distribution, to holders of Common Stock payable in shares of</P>
<P>Common Stock, or fixes a record date for the determination of holders of</P>
<P>Common Stock entitled to receive a dividend or other distribution payable</P>
<P>in shares of Common Stock, then the number of shares of Warrant Shares in</P>
<P>effect immediately prior to such action shall be proportionately increased</P>
<P>so that the Holder hereof may receive upon exercise of the Warrant the</P>
<P>aggregate number of shares of Common Stock which he or it would have owned</P>
<P>immediately following such action if the Warrant had been exercised</P>
<P>immediately prior to such action.  The adjustment shall become effective</P>
<P>immediately as of the date the Company shall take a record of the holders</P>
<P>of its Common Stock for the purpose of receiving such dividend or</P>
<P>distribution (or if no such record is taken, as of the effectiveness of</P>
<P>such dividend or distribution).</P>

<P>&nbsp;</P>
<P>        3.3     Reclassification, Consolidation or Merger.  If at any time, as a</P>
<P>result of:</P>

<P>&nbsp;</P>
<P>                (a)     a capital reorganization or reclassification (other than a</P>
<P>subdivision, combination or dividend provided for elsewhere in this Section</P>
<P>3), or</P>

<P>&nbsp;</P>
<P>                (b)     a merger or consolidation of the Company with another corporation</P>
<P>(whether or not the Company is the surviving corporation), the Common Stock</P>
<P>issuable upon exercise of the Warrants shall be changed into or exchanged</P>
<P>for the same or a different number of shares of any class or classes of</P>
<P>stock of the Company or any other corporation, or other securities</P>
<P>convertible into such shares, then, as a part of such reorganization,</P>
<P>reclassification, merger or consolidation, appropriate adjustments shall be</P>
<P>made in the terms of the Warrants (or of any securities into which the</P>
<P>Warrants are exercised or for which the Warrants are exchanged), so that:</P>

<P>&nbsp;</P>
<P>                        (y)     the Holders of Warrants or of such substitute securities shall</P>
<P>thereafter be entitled to receive, upon exercise of the Warrants or of such</P>
<P>substitute securities, the kind and amount of shares of stock, other</P>
<P>securities, money and property which such Holders would have received at</P>
<P>the time of such capital reorganization, reclassification, merger, or</P>
<P>consolidation, if such Holders had exercised their Warrants immediately</P>
<P>prior to such capital reorganization, reclassification, merger, or</P>
<P>consolidation, and</P>

<P>&nbsp;</P>
<P>                        (z)     the Warrants or such substitute securities shall thereafter be</P>
<P>adjusted on terms as nearly equivalent as may be practicable to the</P>
<P>adjustments theretofore provided in this Section 3.3.</P>

<P>&nbsp;</P>
<P>No consolidation or merger in which the Company is not the surviving</P>
<P>corporation shall be consummated unless the surviving corporation shall</P>
<P>agree, in writing, to the provisions of this Section 3.3. The provisions of</P>
<P>this Section 3.3 shall similarly apply to successive capital</P>
<P>reorganizations, reclassifications, mergers and consolidations. </P>

<P>&nbsp;</P>
<P>        3.4     Other Action Affecting Common Stock.  If at any time the Company takes</P>
<P>any action affecting its Common Stock, other than an action described in</P>
<P>any of Sections 3.1 - 3.3 which, in the opinion of the Board of Directors</P>
<P>of the Company (the "Board"), would have an adverse effect upon the</P>
<P>exercise rights of the Warrants, the Warrant Exercise Price or the kind of</P>
<P>securities issuable upon exercise of the Warrants, or both, shall be</P>
<P>adjusted in such manner and at such time as the Board may in good faith</P>
<P>determine to be equitable in the circumstances; provided, however, that the</P>
<P>purpose of this Section is to prevent the Company from taking any action</P>
<P>which has the effect of diluting the number of shares of Warrant Shares</P>
<P>issuable upon exercise of this Warrant.</P>

<P>&nbsp;</P>
<P>        3.5     Notice of Adjustment Events.  Whenever the Company contemplates the</P>
<P>occurrence of an event which would give rise to adjustments under this</P>
<P>Section 3, the Company shall mail to each Warrant Holder, at least 20 days</P>
<P>prior to the record date with respect to such event or, if no record date</P>
<P>shall be established, at least 20 days prior to such event, a notice</P>
<P>specifying (i) the nature of the contemplated event, and (ii) the date on</P>
<P>which any such record is to be taken for the purpose of such event, and</P>
<P>(iii) the date on which such event is expected to become effective, and</P>
<P>(iv) the time, if any is to be fixed, when the holders of record of Common</P>
<P>Stock (or other securities) shall be entitled to exchange their shares of</P>
<P>Common Stock (or other securities) for securities or other property</P>
<P>deliverable in connection with such event.</P>

<P>&nbsp;</P>
<P>        3.6     Notice of Adjustments.  Whenever the kind or number of securities</P>
<P>issuable upon exercise of the Warrants, or both, shall be adjusted pursuant</P>
<P>to Section 3, the Company shall deliver a certificate signed by its Chief</P>
<P>Executive Officer and by its Chief Financial Officer, setting forth, in</P>
<P>reasonable detail, the event requiring the adjustment, the amount of the</P>
<P>adjustment, the method by which such adjustment was calculated (including a</P>
<P>description of the basis on which the Board made any determination</P>
<P>hereunder), and the Warrant Exercise Price and the kind of securities</P>
<P>issuable upon exercise of the Warrants after giving effect to such</P>
<P>adjustment, and shall cause copies of such certificate to be mailed (by</P>
<P>first class mail postage prepaid) to each Warrant Holder promptly after</P>
<P>each adjustment.</P>

<P>&nbsp;</P>
<P>Section 4.  Reservation of Stock, etc.</P>

<P>&nbsp;</P>
<P>        The Company covenants and agrees that it will at all times have</P>
<P>authorized, reserve and keep available, solely for issuance and delivery</P>
<P>upon the exercise of this Warrant, the number of shares of Warrant Shares</P>
<P>from time to time issuable upon the exercise of this Warrant.  The Company</P>
<P>further covenants and agrees that this Warrant is, and any Warrants issued</P>
<P>in substitution for or replacement of this Warrant and all Warrant Shares,</P>
<P>will upon issuance be duly authorized and validly issued and, in the case</P>
<P>of Warrant Shares, upon issuance will be fully paid and non-assessable and</P>
<P>free from all preemptive rights of any stockholder, and from all taxes,</P>
<P>liens and charges with respect to the issue thereof (other than transfer</P>
<P>taxes) and, if the Common Stock of the Company is then listed on any</P>
<P>national securities exchanges (as defined in the Exchange Act of 1934, as</P>
<P>amended (the "Exchange Act")) or quoted on NASDAQ, shall be, subject to the</P>
<P>restrictions set forth in Section 5, duly listed or quoted thereon, as the</P>
<P>case may be. In the event that the number of authorized but unissued shares</P>
<P>of such Common Stock shall not be sufficient to effect the exercise of this</P>
<P>entire Warrant into Warrant Shares, then in addition to such other remedies</P>
<P>as shall be available to the Holder of this Warrant, the Company shall</P>
<P>promptly take such corporate action as may be necessary to increase its</P>
<P>authorized but unissued shares of such Common Stock to such number of</P>
<P>shares as shall be sufficient for such purpose.</P>

<P>&nbsp;</P>
<P>Section 5.  Ownership, Transfer and Substitution of Warrants.</P>

<P>&nbsp;</P>
<P>        5.1     Ownership of Warrants.  The Company may treat the person in whose name</P>
<P>any Warrant is registered on the register kept at the principal office of</P>
<P>the Company as the owner and Holder thereof for all purposes,</P>
<P>notwithstanding any notice to the contrary, but in all events recognizing</P>
<P>any transfers made in accordance with the terms of this Warrant.</P>

<P>&nbsp;</P>
<P>        5.2     Transfer and Exchange of Warrants.  Upon the surrender of any Warrant,</P>
<P>properly endorsed, for registration of transfer or for exchange at the</P>
<P>principal office of the Company, the Company at its expense will execute</P>
<P>and deliver to the Holder thereof, upon the order of such Holder, a new</P>
<P>Warrant or Warrants of like tenor, in the name of such Holder or as such</P>
<P>Holder may direct, for such number of shares with respect to each such</P>
<P>Warrant, the aggregate number of shares in any event not to exceed the</P>
<P>number of shares for which the Warrant so surrendered had not been exercised.</P>

<P>&nbsp;</P>
<P>        5.3     REGISTRATION RIGHTS.  THE HOLDER OF THIS WARRANT IS ENTITLED TO</P>
<P>CERTAIN REGISTRATION RIGHTS WITH RESPECT TO THE WARRANT SHARES ISSUABLE</P>
<P>UPON EXERCISE THEREOF.  SAID REGISTRATION RIGHTS ARE SET FORTH IN A</P>
<P>REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE BUYER AND THE COMPANY</P>
<P>DATED AS OF APRIL 25, 2001.</P>

<P>&nbsp;</P>
<P>        5.4     Exemption from Registration.  If an opinion of counsel provides that</P>
<P>registration is not required for the proposed exercise or transfer of this</P>
<P>Warrant or the proposed transfer of the Warrant Shares and that the</P>
<P>proposed exercise or transfer in the absence of registration would require</P>
<P>the Company to take any action including executing and filing forms or</P>
<P>other documents with the Securities and Exchange Commission (the "SEC") or</P>
<P>any state securities agency, or delivering to the Holder any form or</P>
<P>document in order to establish the right of the Holder to effectuate the</P>
<P>proposed exercise or transfer, the Company agrees promptly, at its expense,</P>
<P>to take any such action; and provided, further, that the Company will</P>
<P>reimburse the Holder in full for any expenses (including but not limited to</P>
<P>the fees and disbursements of such counsel, but excluding brokers'</P>
<P>commissions) incurred by the Holder or owner of Warrant Shares on his, her</P>
<P>or its behalf in connection with such exercise or transfer of the Warrant</P>
<P>or transfer of Warrant Shares.</P>

<P>&nbsp;</P>
<P>Section 6.  No Rights or Liabilities as Shareholder.</P>

<P>&nbsp;</P>
<P>        Nothing contained in this Warrant shall be construed as conferring upon</P>
<P>the Holder hereof any rights as a shareholder of the Company or as imposing</P>
<P>any liabilities on such holder to purchase any securities or as a</P>
<P>shareholder of the Company, whether such liabilities are asserted by the</P>
<P>Company or by creditors of the Company.</P>

<P>&nbsp;</P>
<P>Section 7.  Rule 144 Sales.</P>

<P>&nbsp;</P>
<P>        At the request of any Holder who proposes to sell securities in compliance</P>
<P>with Rule 144 of the SEC, the Company will (i) forthwith furnish to such</P>
<P>Holder a written statement of compliance with the filing requirements of</P>
<P>the SEC as set forth in Rule 144, as such rules may be amended from time to</P>
<P>time and (ii) make available to the public and such Holder such information</P>
<P>as will enable the Holder to make sales pursuant to Rule 144.</P>

<P>&nbsp;</P>
<P>Section 8.  Miscellaneous.</P>

<P>&nbsp;</P>
<P>        8.1     Amendment and Waiver.  This Warrant may be amended with, and only</P>
<P>with, the written consent of the Company and the Holder.  Any waiver of any</P>
<P>term, covenant, agreement or condition contained in this Warrant shall not</P>
<P>be deemed a waiver of any other term, covenant, agreement or condition, and</P>
<P>any waiver of any default in any such term, covenant, agreement or</P>
<P>condition shall not be deemed a waiver of any later default thereof or of</P>
<P>any default of any other term, covenant, agreement or condition.</P>

<P>&nbsp;</P>
<P>        8.2     Representations and Warranties to Survive Closing.  All</P>
<P>representations, warranties and covenants contained herein shall survive</P>
<P>the execution and delivery of this Warrant and the issuance of any Warrant</P>
<P>Shares upon the exercise hereof.</P>

<P>&nbsp;</P>
<P>        8.3     Severability.  In the event that any court or any governmental</P>
<P>authority or agency declares all or any part of any Section of this Warrant</P>
<P>to be unlawful or invalid, such unlawfulness or invalidity shall not serve</P>
<P>to invalidate any other Section of this Warrant, and in the event that only</P>
<P>a portion of any Section is so declared to be unlawful or invalid, such</P>
<P>unlawfulness or invalidity shall not serve to invalidate the balance of</P>
<P>such Section.</P>

<P>&nbsp;</P>
<P>        8.4     Binding Effect; No Third Party Beneficiaries.  All provisions of this</P>
<P>Warrant shall be binding upon and inure to the benefit of the parties and</P>
<P>their respective heirs, legatees, executors, administrators, legal</P>
<P>representatives, successors, and permitted transferees and assigns.  No</P>
<P>person other than the holder of this Warrant and the Company shall have any</P>
<P>legal or equitable right, remedy or claim under or in respect of, this</P>
<P>Warrant.</P>

<P>&nbsp;</P>
<P>        8.5     Notices.  Any notices, consents, waivers or other communications</P>
<P>required or permitted to be given under the terms of this Warrant must be</P>
<P>in writing and will be deemed to have been delivered: (i) upon receipt,</P>
<P>when delivered personally; (ii) upon receipt, when sent by facsimile</P>
<P>(provided confirmation of transmission is mechanically or electronically</P>
<P>generated and kept on file by the sending party); or (iii) one Trading Day</P>
<P>after deposit with a nationally recognized overnight delivery service, in</P>
<P>each case properly addressed to the party to receive the same.  The</P>
<P>addresses and facsimile numbers for such communications shall be:</P>

<P>&nbsp;</P>
<P>                If to the Company:</P>
<P>                USURF America, Inc.</P>
<P>                8748 Quarters Lake Road</P>
<P>                Baton Rouge, Louisiana 70809</P>
<P>                Telephone:  (225) 922-7744</P>
<P>                Facsimile:  (225) 922-9123</P>
<P>                Attention:  David Loflin    </P>

<P>&nbsp;</P>
<P>                With a copy to:</P>
<P>                Newlan &amp; Newlan</P>
<P>                819 Office Park Circle</P>
<P>                Lewisville, Texas 75057</P>
<P>                Telephone:  (972) 353-3880</P>
<P>                Facsimile:  (972) 353-8304</P>
<P>                Attention:  Eric Newlan </P>

<P>&nbsp;</P>
<P>                If to the Buyer:</P>
<P>                Fusion Capital Fund II, LLC</P>
<P>                222 Merchandise Mart Plaza, Suite 9-112</P>
<P>                Chicago, IL 60654</P>
<P>                Telephone:  312-644-6644</P>
<P>                Facsimile:  312-644-6244</P>
<P>                Attention:  Steven G. Martin</P>

<P>&nbsp;</P>
<P>                If to the Transfer Agent:</P>
<P>                Securities Transfer Corporation</P>
<P>                2591 Dallas Parkway</P>
<P>                Suite 102</P>
<P>                Frisco, Texas 75034</P>
<P>                Telephone:  (469) 633-0101</P>
<P>                Facsimile:  (469) 633-0088</P>
<P>                Attention:  Kevin Halter, Jr.   </P>

<P>&nbsp;</P>
<P>or at such other address and/or facsimile number and/or to the attention of</P>
<P>such other person as the recipient party has specified by written notice</P>
<P>given to each other party three (3) Trading Days prior to the effectiveness</P>
<P>of such change.  Written confirmation of receipt (A) given by the recipient</P>
<P>of such notice, consent, waiver or other communication, (B) mechanically or</P>
<P>electronically generated by the sender's facsimile machine containing the</P>
<P>time, date, and recipient facsimile number or (C) provided by a nationally</P>
<P>recognized overnight delivery service, shall be rebuttable evidence of</P>
<P>personal service, receipt by facsimile or receipt from a nationally</P>
<P>recognized overnight delivery service in accordance with clause (i), (ii)</P>
<P>or (iii) above, respectively.</P>

<P>&nbsp;</P>
<P>        8.6     Taxes, Costs and Expenses. The Company covenants and agrees that it</P>
<P>will pay when due and payable any and all federal, state and local taxes</P>
<P>(other than income taxes) and any other costs and expenses which may be</P>
<P>payable in respect of the preparation, issuance, delivery, exercise,</P>
<P>surrender or transfer of this Warrant pursuant to the terms of this Warrant</P>
<P>or the issuance of any shares of Warrant Shares as a result thereof. If any</P>
<P>suit or action is instituted or attorneys employed to enforce this Warrant</P>
<P>or any part thereof, the Company promises and agrees to pay all costs and</P>
<P>expenses associated therewith, including reasonable attorneys' fees and</P>
<P>court costs.</P>

<P>&nbsp;</P>
<P>        8.7      Governing Law; Jurisdiction; Jury Trial.  The corporate laws of the</P>
<P>State of Nevada shall govern all issues concerning the relative rights of</P>
<P>the Company and its shareholders. All other questions concerning the</P>
<P>construction, validity, enforcement and interpretation of this Warrant</P>
<P>shall be governed by the internal laws of the State of Illinois, without</P>
<P>giving effect to any choice of law or conflict of law provision or rule</P>
<P>(whether of the State of Illinois or any other jurisdictions) that would</P>
<P>cause the application of the laws of any jurisdictions other than the State</P>
<P>of Illinois.  Each party hereby irrevocably submits to the exclusive</P>
<P>jurisdiction of the state and federal courts sitting in the City of</P>
<P>Chicago, for the adjudication of any dispute hereunder or under the other</P>
<P>Transaction Documents or in connection herewith or therewith, or with any</P>
<P>transaction contemplated hereby or discussed herein, and hereby irrevocably</P>
<P>waives, and agrees not to assert in any suit, action or proceeding, any</P>
<P>claim that it is not personally subject to the jurisdiction of any such</P>
<P>court, that such suit, action or proceeding is brought in an inconvenient</P>
<P>forum or that the venue of such suit, action or proceeding is improper.</P>
<P>Each party hereby irrevocably waives personal service of process and</P>
<P>consents to process being served in any such suit, action or proceeding by</P>
<P>mailing a copy thereof to such party at the address for such notices to it</P>
<P>under this Agreement and agrees that such service shall constitute good and</P>
<P>sufficient service of process and notice thereof.  Nothing contained herein</P>
<P>shall be deemed to limit in any way any right to serve process in any</P>
<P>manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT</P>
<P>MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF</P>
<P>ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS</P>
<P>AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.</P>

<P>&nbsp;</P>
<P>        8.8     Loss of Warrant.  Upon receipt by the Company of evidence reasonably</P>
<P>satisfactory to it of the loss, theft, destruction or mutilation of this</P>
<P>Warrant, and (in the case of loss, theft or destruction) of indemnification</P>
<P>in form and substance acceptable to the Company in its reasonable</P>
<P>discretion, and upon surrender and cancellation of this Warrant, if</P>
<P>mutilated, the Company shall execute and deliver a new Warrant of like</P>
<P>tenor and date. </P>

<P>&nbsp;</P>
<P>        8.9     Entire Agreement. This Warrant, the Purchase Agreement and the</P>
<P>Registration Rights Agreement of even date herewith represent the entire</P>
<P>agreement and understanding between the parties concerning the subject</P>
<P>matter hereof and supercede all prior and contemporaneous agreements,</P>
<P>understandings, representations and warranties with respect thereto.</P>

<P>&nbsp;</P>
<P>        8.10    Headings. The headings used herein are used for convenience only and</P>
<P>are not to be considered in construing or interpreting this Warrant.</P>

<P>&nbsp;</P>
<P>COMPANY:</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>Name: David M. Loflin   </P>
<P>Title:  President</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>WARRANT EXERCISE FORM</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Date: ________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________</P>
<P>_____________________</P>
<P>_____________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Ladies and Gentlemen:</P>

<P>&nbsp;</P>
<P>        The undersigned, being the registered holder of your Warrant number</P>
<P>_____________ accompanying this letter, hereby irrevocably exercises such</P>
<P>Warrant for __________ shares of Warrant Shares (as defined in said</P>
<P>Warrant), and herewith makes payment therefor in the amount of</P>
<P>($___________ )(via "cash-less exercise" in accordance with the Warrant),</P>
<P>and requests that such shares of Warrant Shares be issued in the name of,</P>
<P>and delivered to (the undersigned) (_________________________), at the</P>
<P>address shown below the signature line hereof.</P>

<P>&nbsp;</P>
<P>If said number of shares shall not be all the shares issuable upon exercise</P>
<P>of the attached Warrant, a new Warrant is to be issued in the name of the</P>
<P>undersigned for the balance remaining of such shares less any fraction of a</P>
<P>share paid in cash.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Printed Name of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Signature of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>Address</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>FORM OF COMPANY CONFIRMATION OF WARRANT EXERCISE</P>

<P>&nbsp;</P>
<P>        Reference is made to the Common Stock Purchase Agreement (the "Common</P>
<P>Stock Purchase Agreement") between USURF AMERICA, INC. (the "Company") and</P>
<P>FUSION CAPITAL FUND II, LLC dated April 25, 2001.  In connection with the</P>
<P>Common Stock Purchase Agreement, the Company has issued to GRUNTAL &amp; CO.,</P>
<P>L.L.C. a Warrant to Purchase 53,750 shares of common stock, par value</P>
<P>$.0001 per share (the "Common Stock") of the Company.  The undersigned</P>
<P>hereby confirms that GRUNTAL &amp; CO., L.L.C. has exercised the Warrant to</P>
<P>purchase ________________ shares of Common stock and authorizes the</P>
<P>issuance of ______________ shares of common stock, par value $.0001 per</P>
<P>share (the "Common Stock") of the Company, in connection with the Warrant</P>
<P>Exercise Notice.  Specifically, the Company hereby confirms the following</P>
<P>information:</P>

<P>&nbsp;</P>
<P>Number of shares of Common Stock to be issued: _____________________</P>
<P>         </P>

<P>&nbsp;</P>
<P>Remaining Number of shares Subject to Exercise: ______________________</P>
<P>          </P>

<P>&nbsp;</P>
<P>Exercise Price: $.25/share of Common Stock (Subject to Adjustment pursuant</P>
<P>to the Warrant)</P>

<P>&nbsp;</P>
<P>The shares of Common Stock shall be issued in the name and to the address</P>
<P>as set forth in the applicable Warrant Exercise Notice.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Authorized Signature: ________________________</P>
<P>                                       </P>
<P>Name: ________________________</P>
<P>                       </P>
<P>Title: ________________________</P>
<P>                        </P>
<P>Phone #: ________________________</P>
<P>                          </P>
<P>Fax #: ________________________</P>
<P>                        </P></FONT></BODY>
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<TYPE>EX-10
<SEQUENCE>17
<FILENAME>exh10127.htm
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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.127</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>THIS WARRANT (THIS "WARRANT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES</P>
<P>ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  NEITHER</P>
<P>THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF</P>
<P>NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED,</P>
<P>MORTGAGED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED</P>
<P>EXCEPT IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS.</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>WARRANT</P>

<P>&nbsp;</P>
<P>Warrant No. FCB-002            Original Issue Date:  January 01, 2001</P>

<P>&nbsp;</P>
<P>This Warrant is issued in connection with and pursuant to that certain</P>
<P>Common Stock Purchase Agreement (the "Purchase Agreement") dated as of</P>
<P>April 25, 2001, by and between USURF AMERICA, INC., a Nevada corporation</P>
<P>(the "Company"), and FUSION CAPITAL FUND II, LLC.</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED, GRUNTAL &amp; CO, L.L.C. (the "Buyer"), the registered</P>
<P>holder hereof, or its permitted assigns (the "Holder"), is entitled to</P>
<P>purchase from the Company, during the period specified in this Warrant,</P>
<P>53,750 fully paid and non-assessable shares (subject to adjustment as</P>
<P>hereinafter provided) of Common Stock (the "Warrant Shares"), of the</P>
<P>Company at the purchase price per share provided in Section 1.2 of this</P>
<P>Warrant (the "Warrant Exercise Price"), all subject to the terms and</P>
<P>conditions set forth in this Warrant.  All terms not otherwise defined</P>
<P>herein shall have the meaning ascribed to them in the Purchase Agreement.</P>

<P>&nbsp;</P>
<P>Section 1.  Period for Exercise and Exercise Price.</P>

<P>&nbsp;</P>
<P>        1.1     Period for Exercise.  The right to purchase shares of Warrant Shares</P>
<P>represented by this Warrant shall be immediately exercisable, and shall</P>
<P>expire at 5:00 p.m., Chicago local time, January 01, 2006  (the "Expiration</P>
<P>Date").  From and after the Expiration Date this Warrant shall be null and</P>
<P>void and of no further force or effect whatsoever.</P>

<P>&nbsp;</P>
<P>        1.2     Warrant Exercise Price.  The Warrant Exercise Price per share of</P>
<P>Warrant Shares shall be $0.35 per share (subject to adjustment as</P>
<P>hereinafter provided).</P>

<P>&nbsp;</P>
<P>Section 2.  Exercise of Warrant.</P>

<P>&nbsp;</P>
<P>        2.1     Manner of Exercise.   The Holder may exercise this Warrant, in whole</P>
<P>or in part, immediately, but not after the Expiration Date, during normal</P>
<P>business hours on any business day by surrendering this Warrant to the</P>
<P>Company at the principal office of the Company, accompanied by a Warrant</P>
<P>Exercise Form in substantially the form annexed hereto duly executed by the</P>
<P>Buyer and by payment of the Warrant Exercise Price for the number of shares</P>
<P>of Warrant Shares for which this Warrant is then exercisable, either (i) in</P>
<P>immediately available funds, (ii) by delivery of an instrument evidencing</P>
<P>indebtedness owing by the Company to the Holder in the appropriate amount,</P>
<P>(iii) by authorizing the Company to retain shares of Common Stock which</P>
<P>would otherwise be issuable upon exercise of this Warrant having a fair</P>
<P>market value (defined as the last reported Closing Sale Price of the Common</P>
<P>Stock on the date immediately preceding the date of the subscription</P>
<P>notice) on the date of delivery equal to the aggregate Warrant Exercise</P>
<P>Price, or (iv) in a combination of (i), (ii) or (iii) above, provided,</P>
<P>however, that in no event shall the Holder be entitled to exercise this</P>
<P>Warrant for a number of Warrant Shares in excess of that number of Warrant</P>
<P>Shares which, upon giving effect to such exercise, would cause the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates to exceed 9.9% of the outstanding shares of the Common</P>
<P>Stock following such exercise.  For purposes of the foregoing proviso, the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates shall include the number of shares of Common Stock</P>
<P>issuable upon exercise of this Warrant with respect to which determination</P>
<P>of such proviso is being made, but shall exclude the shares of Common Stock</P>
<P>which would be issuable upon (i) exercise of the remaining, unexercised</P>
<P>Warrants beneficially owned by the Holder and its affiliates and (ii)</P>
<P>exercise or conversion of the unexercised or unconverted portion of any</P>
<P>other securities of the Company beneficially owned by the Holder and its</P>
<P>affiliates subject to a limitation on conversion or exercise analogous to</P>
<P>the limitation contained herein.  Except as set forth in the preceding</P>
<P>sentence, for purposes of this paragraph, beneficial ownership shall be</P>
<P>calculated in accordance with Section 13(d) of the Securities Exchange Act</P>
<P>of 1934, as amended.  The Holder may waive the foregoing limitation by</P>
<P>written notice to the Company upon not less than 61 days prior written</P>
<P>notice (with such waiver taking effect only upon the expiration of such 61</P>
<P>day notice period).     2.2     When Exercise Effective.  Each exercise of this</P>
<P>Warrant shall be deemed to have been effected on the day on which all</P>
<P>requirements of Section 2.1 shall have been met with respect to such</P>
<P>exercise.  At such time the person in whose name any certificate for shares</P>
<P>of Warrant Shares shall be issuable upon such exercise shall be deemed for</P>
<P>all corporate purposes to have become the Holder of record of such shares,</P>
<P>regardless of the actual delivery of certificates evidencing such shares.</P>

<P>&nbsp;</P>
<P>        2.3     Delivery of Stock Certificates.  As soon as practicable after each</P>
<P>exercise of this Warrant, and in any event no later than 3 days after such</P>
<P>exercise, the Company at its expense will issue Warrant Shares via credit</P>
<P>to the Buyer's account with DTC for the number of Warrant Shares to which</P>
<P>such Buyer is entitled upon such Buyer's submission of the applicable</P>
<P>Warrant Exercise Form or, if the Transfer Agent is not participating in The</P>
<P>DTC Fast Automated Securities Transfer Program and DWAC system, issue and</P>
<P>surrender to the address as specified in the Warrant Exercise Form,, a</P>
<P>certificate, registered in the name of the Buyer or its designee, for the</P>
<P>number of shares of Common Stock to which the Buyer shall be entitled to</P>
<P>upon such exercise.  </P>

<P>&nbsp;</P>
<P>Section 3.  Adjustment of Purchase Price and Number of Shares.</P>

<P>&nbsp;</P>
<P>        The Warrant Exercise Price and the kind of securities issuable upon</P>
<P>exercise of the Warrant shall be adjusted from time to time as follows:</P>

<P>&nbsp;</P>
<P>        3.1     Subdivision or Combination of Shares (Stock Splits).  If the Company</P>
<P>at any time effects a subdivision or combination of the outstanding Common</P>
<P>Stock (through a stock split or otherwise), the number of shares of Warrant</P>
<P>Shares shall be increased, in the case of a subdivision, or the number of</P>
<P>shares of Warrant Shares shall be decreased, in the case of a combination,</P>
<P>in the same proportions as the Common Stock is subdivided or combined, in</P>
<P>each case effective automatically upon, and simultaneously with, the</P>
<P>effectiveness of the subdivision or combination which gives rise to the</P>
<P>adjustment.</P>

<P>&nbsp;</P>
<P>        3.2     Stock Dividends.  If the Company at any time pays a dividend, or makes</P>
<P>any other distribution, to holders of Common Stock payable in shares of</P>
<P>Common Stock, or fixes a record date for the determination of holders of</P>
<P>Common Stock entitled to receive a dividend or other distribution payable</P>
<P>in shares of Common Stock, then the number of shares of Warrant Shares in</P>
<P>effect immediately prior to such action shall be proportionately increased</P>
<P>so that the Holder hereof may receive upon exercise of the Warrant the</P>
<P>aggregate number of shares of Common Stock which he or it would have owned</P>
<P>immediately following such action if the Warrant had been exercised</P>
<P>immediately prior to such action.  The adjustment shall become effective</P>
<P>immediately as of the date the Company shall take a record of the holders</P>
<P>of its Common Stock for the purpose of receiving such dividend or</P>
<P>distribution (or if no such record is taken, as of the effectiveness of</P>
<P>such dividend or distribution).</P>

<P>&nbsp;</P>
<P>        3.3     Reclassification, Consolidation or Merger.  If at any time, as a</P>
<P>result of:</P>

<P>&nbsp;</P>
<P>                (a)     a capital reorganization or reclassification (other than a</P>
<P>subdivision, combination or dividend provided for elsewhere in this Section</P>
<P>3), or</P>

<P>&nbsp;</P>
<P>                (b)     a merger or consolidation of the Company with another corporation</P>
<P>(whether or not the Company is the surviving corporation), the Common Stock</P>
<P>issuable upon exercise of the Warrants shall be changed into or exchanged</P>
<P>for the same or a different number of shares of any class or classes of</P>
<P>stock of the Company or any other corporation, or other securities</P>
<P>convertible into such shares, then, as a part of such reorganization,</P>
<P>reclassification, merger or consolidation, appropriate adjustments shall be</P>
<P>made in the terms of the Warrants (or of any securities into which the</P>
<P>Warrants are exercised or for which the Warrants are exchanged), so that:</P>

<P>&nbsp;</P>
<P>                        (y)     the Holders of Warrants or of such substitute securities shall</P>
<P>thereafter be entitled to receive, upon exercise of the Warrants or of such</P>
<P>substitute securities, the kind and amount of shares of stock, other</P>
<P>securities, money and property which such Holders would have received at</P>
<P>the time of such capital reorganization, reclassification, merger, or</P>
<P>consolidation, if such Holders had exercised their Warrants immediately</P>
<P>prior to such capital reorganization, reclassification, merger, or</P>
<P>consolidation, and</P>

<P>&nbsp;</P>
<P>                        (z)     the Warrants or such substitute securities shall thereafter be</P>
<P>adjusted on terms as nearly equivalent as may be practicable to the</P>
<P>adjustments theretofore provided in this Section 3.3.</P>

<P>&nbsp;</P>
<P>No consolidation or merger in which the Company is not the surviving</P>
<P>corporation shall be consummated unless the surviving corporation shall</P>
<P>agree, in writing, to the provisions of this Section 3.3. The provisions of</P>
<P>this Section 3.3 shall similarly apply to successive capital</P>
<P>reorganizations, reclassifications, mergers and consolidations. </P>

<P>&nbsp;</P>
<P>        3.4     Other Action Affecting Common Stock.  If at any time the Company takes</P>
<P>any action affecting its Common Stock, other than an action described in</P>
<P>any of Sections 3.1 - 3.3 which, in the opinion of the Board of Directors</P>
<P>of the Company (the "Board"), would have an adverse effect upon the</P>
<P>exercise rights of the Warrants, the Warrant Exercise Price or the kind of</P>
<P>securities issuable upon exercise of the Warrants, or both, shall be</P>
<P>adjusted in such manner and at such time as the Board may in good faith</P>
<P>determine to be equitable in the circumstances; provided, however, that the</P>
<P>purpose of this Section is to prevent the Company from taking any action</P>
<P>which has the effect of diluting the number of shares of Warrant Shares</P>
<P>issuable upon exercise of this Warrant.</P>

<P>&nbsp;</P>
<P>        3.5     Notice of Adjustment Events.  Whenever the Company contemplates the</P>
<P>occurrence of an event which would give rise to adjustments under this</P>
<P>Section 3, the Company shall mail to each Warrant Holder, at least 20 days</P>
<P>prior to the record date with respect to such event or, if no record date</P>
<P>shall be established, at least 20 days prior to such event, a notice</P>
<P>specifying (i) the nature of the contemplated event, and (ii) the date on</P>
<P>which any such record is to be taken for the purpose of such event, and</P>
<P>(iii) the date on which such event is expected to become effective, and</P>
<P>(iv) the time, if any is to be fixed, when the holders of record of Common</P>
<P>Stock (or other securities) shall be entitled to exchange their shares of</P>
<P>Common Stock (or other securities) for securities or other property</P>
<P>deliverable in connection with such event.</P>

<P>&nbsp;</P>
<P>        3.6     Notice of Adjustments.  Whenever the kind or number of securities</P>
<P>issuable upon exercise of the Warrants, or both, shall be adjusted pursuant</P>
<P>to Section 3, the Company shall deliver a certificate signed by its Chief</P>
<P>Executive Officer and by its Chief Financial Officer, setting forth, in</P>
<P>reasonable detail, the event requiring the adjustment, the amount of the</P>
<P>adjustment, the method by which such adjustment was calculated (including a</P>
<P>description of the basis on which the Board made any determination</P>
<P>hereunder), and the Warrant Exercise Price and the kind of securities</P>
<P>issuable upon exercise of the Warrants after giving effect to such</P>
<P>adjustment, and shall cause copies of such certificate to be mailed (by</P>
<P>first class mail postage prepaid) to each Warrant Holder promptly after</P>
<P>each adjustment.</P>

<P>&nbsp;</P>
<P>Section 4.  Reservation of Stock, etc.</P>

<P>&nbsp;</P>
<P>        The Company covenants and agrees that it will at all times have</P>
<P>authorized, reserve and keep available, solely for issuance and delivery</P>
<P>upon the exercise of this Warrant, the number of shares of Warrant Shares</P>
<P>from time to time issuable upon the exercise of this Warrant.  The Company</P>
<P>further covenants and agrees that this Warrant is, and any Warrants issued</P>
<P>in substitution for or replacement of this Warrant and all Warrant Shares,</P>
<P>will upon issuance be duly authorized and validly issued and, in the case</P>
<P>of Warrant Shares, upon issuance will be fully paid and non-assessable and</P>
<P>free from all preemptive rights of any stockholder, and from all taxes,</P>
<P>liens and charges with respect to the issue thereof (other than transfer</P>
<P>taxes) and, if the Common Stock of the Company is then listed on any</P>
<P>national securities exchanges (as defined in the Exchange Act of 1934, as</P>
<P>amended (the "Exchange Act")) or quoted on NASDAQ, shall be, subject to the</P>
<P>restrictions set forth in Section 5, duly listed or quoted thereon, as the</P>
<P>case may be. In the event that the number of authorized but unissued shares</P>
<P>of such Common Stock shall not be sufficient to effect the exercise of this</P>
<P>entire Warrant into Warrant Shares, then in addition to such other remedies</P>
<P>as shall be available to the Holder of this Warrant, the Company shall</P>
<P>promptly take such corporate action as may be necessary to increase its</P>
<P>authorized but unissued shares of such Common Stock to such number of</P>
<P>shares as shall be sufficient for such purpose.</P>

<P>&nbsp;</P>
<P>Section 5.  Ownership, Transfer and Substitution of Warrants.</P>

<P>&nbsp;</P>
<P>        5.1     Ownership of Warrants.  The Company may treat the person in whose name</P>
<P>any Warrant is registered on the register kept at the principal office of</P>
<P>the Company as the owner and Holder thereof for all purposes,</P>
<P>notwithstanding any notice to the contrary, but in all events recognizing</P>
<P>any transfers made in accordance with the terms of this Warrant.</P>

<P>&nbsp;</P>
<P>        5.2     Transfer and Exchange of Warrants.  Upon the surrender of any Warrant,</P>
<P>properly endorsed, for registration of transfer or for exchange at the</P>
<P>principal office of the Company, the Company at its expense will execute</P>
<P>and deliver to the Holder thereof, upon the order of such Holder, a new</P>
<P>Warrant or Warrants of like tenor, in the name of such Holder or as such</P>
<P>Holder may direct, for such number of shares with respect to each such</P>
<P>Warrant, the aggregate number of shares in any event not to exceed the</P>
<P>number of shares for which the Warrant so surrendered had not been exercised.</P>

<P>&nbsp;</P>
<P>        5.3     REGISTRATION RIGHTS.  THE HOLDER OF THIS WARRANT IS ENTITLED TO</P>
<P>CERTAIN REGISTRATION RIGHTS WITH RESPECT TO THE WARRANT SHARES ISSUABLE</P>
<P>UPON EXERCISE THEREOF.  SAID REGISTRATION RIGHTS ARE SET FORTH IN A</P>
<P>REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE BUYER AND THE COMPANY</P>
<P>DATED AS OF APRIL 25, 2001.</P>

<P>&nbsp;</P>
<P>        5.4     Exemption from Registration.  If an opinion of counsel provides that</P>
<P>registration is not required for the proposed exercise or transfer of this</P>
<P>Warrant or the proposed transfer of the Warrant Shares and that the</P>
<P>proposed exercise or transfer in the absence of registration would require</P>
<P>the Company to take any action including executing and filing forms or</P>
<P>other documents with the Securities and Exchange Commission (the "SEC") or</P>
<P>any state securities agency, or delivering to the Holder any form or</P>
<P>document in order to establish the right of the Holder to effectuate the</P>
<P>proposed exercise or transfer, the Company agrees promptly, at its expense,</P>
<P>to take any such action; and provided, further, that the Company will</P>
<P>reimburse the Holder in full for any expenses (including but not limited to</P>
<P>the fees and disbursements of such counsel, but excluding brokers'</P>
<P>commissions) incurred by the Holder or owner of Warrant Shares on his, her</P>
<P>or its behalf in connection with such exercise or transfer of the Warrant</P>
<P>or transfer of Warrant Shares.</P>

<P>&nbsp;</P>
<P>Section 6.  No Rights or Liabilities as Shareholder.</P>

<P>&nbsp;</P>
<P>        Nothing contained in this Warrant shall be construed as conferring upon</P>
<P>the Holder hereof any rights as a shareholder of the Company or as imposing</P>
<P>any liabilities on such holder to purchase any securities or as a</P>
<P>shareholder of the Company, whether such liabilities are asserted by the</P>
<P>Company or by creditors of the Company.</P>

<P>&nbsp;</P>
<P>Section 7.  Rule 144 Sales.</P>

<P>&nbsp;</P>
<P>        At the request of any Holder who proposes to sell securities in compliance</P>
<P>with Rule 144 of the SEC, the Company will (i) forthwith furnish to such</P>
<P>Holder a written statement of compliance with the filing requirements of</P>
<P>the SEC as set forth in Rule 144, as such rules may be amended from time to</P>
<P>time and (ii) make available to the public and such Holder such information</P>
<P>as will enable the Holder to make sales pursuant to Rule 144.</P>

<P>&nbsp;</P>
<P>Section 8.  Miscellaneous.</P>

<P>&nbsp;</P>
<P>        8.1     Amendment and Waiver.  This Warrant may be amended with, and only</P>
<P>with, the written consent of the Company and the Holder.  Any waiver of any</P>
<P>term, covenant, agreement or condition contained in this Warrant shall not</P>
<P>be deemed a waiver of any other term, covenant, agreement or condition, and</P>
<P>any waiver of any default in any such term, covenant, agreement or</P>
<P>condition shall not be deemed a waiver of any later default thereof or of</P>
<P>any default of any other term, covenant, agreement or condition.</P>

<P>&nbsp;</P>
<P>        8.2     Representations and Warranties to Survive Closing.  All</P>
<P>representations, warranties and covenants contained herein shall survive</P>
<P>the execution and delivery of this Warrant and the issuance of any Warrant</P>
<P>Shares upon the exercise hereof.</P>

<P>&nbsp;</P>
<P>        8.3     Severability.  In the event that any court or any governmental</P>
<P>authority or agency declares all or any part of any Section of this Warrant</P>
<P>to be unlawful or invalid, such unlawfulness or invalidity shall not serve</P>
<P>to invalidate any other Section of this Warrant, and in the event that only</P>
<P>a portion of any Section is so declared to be unlawful or invalid, such</P>
<P>unlawfulness or invalidity shall not serve to invalidate the balance of</P>
<P>such Section.</P>

<P>&nbsp;</P>
<P>        8.4     Binding Effect; No Third Party Beneficiaries.  All provisions of this</P>
<P>Warrant shall be binding upon and inure to the benefit of the parties and</P>
<P>their respective heirs, legatees, executors, administrators, legal</P>
<P>representatives, successors, and permitted transferees and assigns.  No</P>
<P>person other than the holder of this Warrant and the Company shall have any</P>
<P>legal or equitable right, remedy or claim under or in respect of, this</P>
<P>Warrant.</P>

<P>&nbsp;</P>
<P>        8.5     Notices.  Any notices, consents, waivers or other communications</P>
<P>required or permitted to be given under the terms of this Warrant must be</P>
<P>in writing and will be deemed to have been delivered: (i) upon receipt,</P>
<P>when delivered personally; (ii) upon receipt, when sent by facsimile</P>
<P>(provided confirmation of transmission is mechanically or electronically</P>
<P>generated and kept on file by the sending party); or (iii) one Trading Day</P>
<P>after deposit with a nationally recognized overnight delivery service, in</P>
<P>each case properly addressed to the party to receive the same.  The</P>
<P>addresses and facsimile numbers for such communications shall be:</P>

<P>&nbsp;</P>
<P>                If to the Company:</P>
<P>                USURF America, Inc.</P>
<P>                8748 Quarters Lake Road</P>
<P>                Baton Rouge, Louisiana 70809</P>
<P>                Telephone:  (225) 922-7744</P>
<P>                Facsimile:  (225) 922-9123</P>
<P>                Attention:  David Loflin    </P>

<P>&nbsp;</P>
<P>                With a copy to:</P>
<P>                Newlan &amp; Newlan</P>
<P>                819 Office Park Circle</P>
<P>                Lewisville, Texas 75057</P>
<P>                Telephone:  (972) 353-3880</P>
<P>                Facsimile:  (972) 353-8304</P>
<P>                Attention:  Eric Newlan </P>

<P>&nbsp;</P>
<P>                If to the Buyer:</P>
<P>                Fusion Capital Fund II, LLC</P>
<P>                222 Merchandise Mart Plaza, Suite 9-112</P>
<P>                Chicago, IL 60654</P>
<P>                Telephone:  312-644-6644</P>
<P>                Facsimile:  312-644-6244</P>
<P>                Attention:  Steven G. Martin</P>

<P>&nbsp;</P>
<P>                If to the Transfer Agent:</P>
<P>                Securities Transfer Corporation</P>
<P>                2591 Dallas Parkway</P>
<P>                Suite 102</P>
<P>                Frisco, Texas 75034</P>
<P>                Telephone:  (469) 633-0101</P>
<P>                Facsimile:  (469) 633-0088</P>
<P>                Attention:  Kevin Halter, Jr.   </P>

<P>&nbsp;</P>
<P>or at such other address and/or facsimile number and/or to the attention of</P>
<P>such other person as the recipient party has specified by written notice</P>
<P>given to each other party three (3) Trading Days prior to the effectiveness</P>
<P>of such change.  Written confirmation of receipt (A) given by the recipient</P>
<P>of such notice, consent, waiver or other communication, (B) mechanically or</P>
<P>electronically generated by the sender's facsimile machine containing the</P>
<P>time, date, and recipient facsimile number or (C) provided by a nationally</P>
<P>recognized overnight delivery service, shall be rebuttable evidence of</P>
<P>personal service, receipt by facsimile or receipt from a nationally</P>
<P>recognized overnight delivery service in accordance with clause (i), (ii)</P>
<P>or (iii) above, respectively.</P>

<P>&nbsp;</P>
<P>        8.6     Taxes, Costs and Expenses. The Company covenants and agrees that it</P>
<P>will pay when due and payable any and all federal, state and local taxes</P>
<P>(other than income taxes) and any other costs and expenses which may be</P>
<P>payable in respect of the preparation, issuance, delivery, exercise,</P>
<P>surrender or transfer of this Warrant pursuant to the terms of this Warrant</P>
<P>or the issuance of any shares of Warrant Shares as a result thereof. If any</P>
<P>suit or action is instituted or attorneys employed to enforce this Warrant</P>
<P>or any part thereof, the Company promises and agrees to pay all costs and</P>
<P>expenses associated therewith, including reasonable attorneys' fees and</P>
<P>court costs.</P>

<P>&nbsp;</P>
<P>        8.7      Governing Law; Jurisdiction; Jury Trial.  The corporate laws of the</P>
<P>State of Nevada shall govern all issues concerning the relative rights of</P>
<P>the Company and its shareholders. All other questions concerning the</P>
<P>construction, validity, enforcement and interpretation of this Warrant</P>
<P>shall be governed by the internal laws of the State of Illinois, without</P>
<P>giving effect to any choice of law or conflict of law provision or rule</P>
<P>(whether of the State of Illinois or any other jurisdictions) that would</P>
<P>cause the application of the laws of any jurisdictions other than the State</P>
<P>of Illinois.  Each party hereby irrevocably submits to the exclusive</P>
<P>jurisdiction of the state and federal courts sitting in the City of</P>
<P>Chicago, for the adjudication of any dispute hereunder or under the other</P>
<P>Transaction Documents or in connection herewith or therewith, or with any</P>
<P>transaction contemplated hereby or discussed herein, and hereby irrevocably</P>
<P>waives, and agrees not to assert in any suit, action or proceeding, any</P>
<P>claim that it is not personally subject to the jurisdiction of any such</P>
<P>court, that such suit, action or proceeding is brought in an inconvenient</P>
<P>forum or that the venue of such suit, action or proceeding is improper.</P>
<P>Each party hereby irrevocably waives personal service of process and</P>
<P>consents to process being served in any such suit, action or proceeding by</P>
<P>mailing a copy thereof to such party at the address for such notices to it</P>
<P>under this Agreement and agrees that such service shall constitute good and</P>
<P>sufficient service of process and notice thereof.  Nothing contained herein</P>
<P>shall be deemed to limit in any way any right to serve process in any</P>
<P>manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT</P>
<P>MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF</P>
<P>ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS</P>
<P>AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.</P>

<P>&nbsp;</P>
<P>        8.8     Loss of Warrant.  Upon receipt by the Company of evidence reasonably</P>
<P>satisfactory to it of the loss, theft, destruction or mutilation of this</P>
<P>Warrant, and (in the case of loss, theft or destruction) of indemnification</P>
<P>in form and substance acceptable to the Company in its reasonable</P>
<P>discretion, and upon surrender and cancellation of this Warrant, if</P>
<P>mutilated, the Company shall execute and deliver a new Warrant of like</P>
<P>tenor and date. </P>

<P>&nbsp;</P>
<P>        8.9     Entire Agreement. This Warrant, the Purchase Agreement and the</P>
<P>Registration Rights Agreement of even date herewith represent the entire</P>
<P>agreement and understanding between the parties concerning the subject</P>
<P>matter hereof and supercede all prior and contemporaneous agreements,</P>
<P>understandings, representations and warranties with respect thereto.</P>

<P>&nbsp;</P>
<P>        8.10    Headings. The headings used herein are used for convenience only and</P>
<P>are not to be considered in construing or interpreting this Warrant.</P>

<P>&nbsp;</P>
<P>COMPANY:</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>Name: David M. Loflin   </P>
<P>Title:  President</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>WARRANT EXERCISE FORM</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Date: ________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________</P>
<P>_____________________</P>
<P>_____________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Ladies and Gentlemen:</P>

<P>&nbsp;</P>
<P>        The undersigned, being the registered holder of your Warrant number</P>
<P>_____________ accompanying this letter, hereby irrevocably exercises such</P>
<P>Warrant for __________ shares of Warrant Shares (as defined in said</P>
<P>Warrant), and herewith makes payment therefor in the amount of</P>
<P>($___________ )(via "cash-less exercise" in accordance with the Warrant),</P>
<P>and requests that such shares of Warrant Shares be issued in the name of,</P>
<P>and delivered to (the undersigned) (_________________________), at the</P>
<P>address shown below the signature line hereof.</P>

<P>&nbsp;</P>
<P>If said number of shares shall not be all the shares issuable upon exercise</P>
<P>of the attached Warrant, a new Warrant is to be issued in the name of the</P>
<P>undersigned for the balance remaining of such shares less any fraction of a</P>
<P>share paid in cash.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Printed Name of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Signature of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>Address</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>FORM OF COMPANY CONFIRMATION OF WARRANT EXERCISE</P>

<P>&nbsp;</P>
<P>        Reference is made to the Common Stock Purchase Agreement (the "Common</P>
<P>Stock Purchase Agreement") between USURF AMERICA, INC. (the "Company") and</P>
<P>FUSION CAPITAL FUND II, LLC dated April 25, 2001.  In connection with the</P>
<P>Common Stock Purchase Agreement, the Company has issued to GRUNTAL &amp; CO.,</P>
<P>L.L.C. a Warrant to Purchase 53,750 shares of  common stock, par value</P>
<P>$.0001 per share (the "Common Stock") of the Company.  The undersigned</P>
<P>hereby confirms that GRUNTAL &amp; CO., L.L.C. has exercised the Warrant to</P>
<P>purchase ________________ shares of Common stock and authorizes the</P>
<P>issuance of ______________ shares of common stock, par value $.0001 per</P>
<P>share (the "Common Stock") of the Company, in connection with the Warrant</P>
<P>Exercise Notice.  Specifically, the Company hereby confirms the following</P>
<P>information:</P>

<P>&nbsp;</P>
<P>Number of shares of Common Stock to be issued: _____________________</P>
<P>         </P>

<P>&nbsp;</P>
<P>Remaining Number of shares Subject to Exercise: ______________________</P>
<P>          </P>

<P>&nbsp;</P>
<P>Exercise Price: $.35/share of Common Stock (Subject to Adjustment pursuant</P>
<P>to the Warrant)</P>

<P>&nbsp;</P>
<P>The shares of Common Stock shall be issued in the name and to the address</P>
<P>as set forth in the applicable Warrant Exercise Notice.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Authorized Signature: ________________________</P>
<P>                                       </P>
<P>Name: ________________________</P>
<P>                       </P>
<P>Title: ________________________</P>
<P>                        </P>
<P>Phone #: ________________________</P>
<P>                          </P>
<P>Fax #: ________________________</P>
<P>                        </P></FONT></BODY>
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<SEQUENCE>18
<FILENAME>exh10128.htm
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<P>&nbsp;</P>
<P>--------------</P>
<P>EXHIBIT 10.128</P>
<P>--------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>THIS WARRANT (THIS "WARRANT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES</P>
<P>ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  NEITHER</P>
<P>THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF</P>
<P>NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED,</P>
<P>MORTGAGED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED</P>
<P>EXCEPT IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS.</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>WARRANT</P>

<P>&nbsp;</P>
<P>Warrant No. FCC-002            Original Issue Date:  January 01, 2001</P>

<P>&nbsp;</P>
<P>This Warrant is issued in connection with and pursuant to that certain</P>
<P>Common Stock Purchase Agreement (the "Purchase Agreement") dated as of</P>
<P>April 25, 2001, by and between USURF AMERICA, INC., a Nevada corporation</P>
<P>(the "Company"), and FUSION CAPITAL FUND II, LLC.</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED, GRUNTAL &amp; CO., L.L.C. (the "Buyer"), the registered</P>
<P>holder hereof, or its permitted assigns (the "Holder"), is entitled to</P>
<P>purchase from the Company, during the period specified in this Warrant,</P>
<P>53,750 fully paid and non-assessable shares (subject to adjustment as</P>
<P>hereinafter provided) of Common Stock (the "Warrant Shares"), of the</P>
<P>Company at the purchase price per share provided in Section 1.2 of this</P>
<P>Warrant (the "Warrant Exercise Price"), all subject to the terms and</P>
<P>conditions set forth in this Warrant.  All terms not otherwise defined</P>
<P>herein shall have the meaning ascribed to them in the Purchase Agreement.</P>

<P>&nbsp;</P>
<P>Section 1.  Period for Exercise and Exercise Price.</P>

<P>&nbsp;</P>
<P>        1.1     Period for Exercise.  The right to purchase shares of Warrant Shares</P>
<P>represented by this Warrant shall be immediately exercisable, and shall</P>
<P>expire at 5:00 p.m., Chicago local time, January 01, 2006  (the "Expiration</P>
<P>Date").  From and after the Expiration Date this Warrant shall be null and</P>
<P>void and of no further force or effect whatsoever.</P>

<P>&nbsp;</P>
<P>        1.2     Warrant Exercise Price.  The Warrant Exercise Price per share of</P>
<P>Warrant Shares shall be $0.45 per share (subject to adjustment as</P>
<P>hereinafter provided).</P>

<P>&nbsp;</P>
<P>Section 2.  Exercise of Warrant.</P>

<P>&nbsp;</P>
<P>        2.1     Manner of Exercise.   The Holder may exercise this Warrant, in whole</P>
<P>or in part, immediately, but not after the Expiration Date, during normal</P>
<P>business hours on any business day by surrendering this Warrant to the</P>
<P>Company at the principal office of the Company, accompanied by a Warrant</P>
<P>Exercise Form in substantially the form annexed hereto duly executed by the</P>
<P>Buyer and by payment of the Warrant Exercise Price for the number of shares</P>
<P>of Warrant Shares for which this Warrant is then exercisable, either (i) in</P>
<P>immediately available funds, (ii) by delivery of an instrument evidencing</P>
<P>indebtedness owing by the Company to the Holder in the appropriate amount,</P>
<P>(iii) by authorizing the Company to retain shares of Common Stock which</P>
<P>would otherwise be issuable upon exercise of this Warrant having a fair</P>
<P>market value (defined as the last reported Closing Sale Price of the Common</P>
<P>Stock on the date immediately preceding the date of the subscription</P>
<P>notice) on the date of delivery equal to the aggregate Warrant Exercise</P>
<P>Price, or (iv) in a combination of (i), (ii) or (iii) above, provided,</P>
<P>however, that in no event shall the Holder be entitled to exercise this</P>
<P>Warrant for a number of Warrant Shares in excess of that number of Warrant</P>
<P>Shares which, upon giving effect to such exercise, would cause the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates to exceed 9.9% of the outstanding shares of the Common</P>
<P>Stock following such exercise.  For purposes of the foregoing proviso, the</P>
<P>aggregate number of shares of Common Stock beneficially owned by the Holder</P>
<P>and its affiliates shall include the number of shares of Common Stock</P>
<P>issuable upon exercise of this Warrant with respect to which determination</P>
<P>of such proviso is being made, but shall exclude the shares of Common Stock</P>
<P>which would be issuable upon (i) exercise of the remaining, unexercised</P>
<P>Warrants beneficially owned by the Holder and its affiliates and (ii)</P>
<P>exercise or conversion of the unexercised or unconverted portion of any</P>
<P>other securities of the Company beneficially owned by the Holder and its</P>
<P>affiliates subject to a limitation on conversion or exercise analogous to</P>
<P>the limitation contained herein.  Except as set forth in the preceding</P>
<P>sentence, for purposes of this paragraph, beneficial ownership shall be</P>
<P>calculated in accordance with Section 13(d) of the Securities Exchange Act</P>
<P>of 1934, as amended.  The Holder may waive the foregoing limitation by</P>
<P>written notice to the Company upon not less than 61 days prior written</P>
<P>notice (with such waiver taking effect only upon the expiration of such 61</P>
<P>day notice period).     2.2     When Exercise Effective.  Each exercise of this</P>
<P>Warrant shall be deemed to have been effected on the day on which all</P>
<P>requirements of Section 2.1 shall have been met with respect to such</P>
<P>exercise.  At such time the person in whose name any certificate for shares</P>
<P>of Warrant Shares shall be issuable upon such exercise shall be deemed for</P>
<P>all corporate purposes to have become the Holder of record of such shares,</P>
<P>regardless of the actual delivery of certificates evidencing such shares.</P>

<P>&nbsp;</P>
<P>        2.3     Delivery of Stock Certificates.  As soon as practicable after each</P>
<P>exercise of this Warrant, and in any event no later than 3 days after such</P>
<P>exercise, the Company at its expense will issue Warrant Shares via credit</P>
<P>to the Buyer's account with DTC for the number of Warrant Shares to which</P>
<P>such Buyer is entitled upon such Buyer's submission of the applicable</P>
<P>Warrant Exercise Form or, if the Transfer Agent is not participating in The</P>
<P>DTC Fast Automated Securities Transfer Program and DWAC system, issue and</P>
<P>surrender to the address as specified in the Warrant Exercise Form,, a</P>
<P>certificate, registered in the name of the Buyer or its designee, for the</P>
<P>number of shares of Common Stock to which the Buyer shall be entitled to</P>
<P>upon such exercise.  </P>

<P>&nbsp;</P>
<P>Section 3.  Adjustment of Purchase Price and Number of Shares.</P>

<P>&nbsp;</P>
<P>        The Warrant Exercise Price and the kind of securities issuable upon</P>
<P>exercise of the Warrant shall be adjusted from time to time as follows:</P>

<P>&nbsp;</P>
<P>        3.1     Subdivision or Combination of Shares (Stock Splits).  If the Company</P>
<P>at any time effects a subdivision or combination of the outstanding Common</P>
<P>Stock (through a stock split or otherwise), the number of shares of Warrant</P>
<P>Shares shall be increased, in the case of a subdivision, or the number of</P>
<P>shares of Warrant Shares shall be decreased, in the case of a combination,</P>
<P>in the same proportions as the Common Stock is subdivided or combined, in</P>
<P>each case effective automatically upon, and simultaneously with, the</P>
<P>effectiveness of the subdivision or combination which gives rise to the</P>
<P>adjustment.</P>

<P>&nbsp;</P>
<P>        3.2     Stock Dividends.  If the Company at any time pays a dividend, or makes</P>
<P>any other distribution, to holders of Common Stock payable in shares of</P>
<P>Common Stock, or fixes a record date for the determination of holders of</P>
<P>Common Stock entitled to receive a dividend or other distribution payable</P>
<P>in shares of Common Stock, then the number of shares of Warrant Shares in</P>
<P>effect immediately prior to such action shall be proportionately increased</P>
<P>so that the Holder hereof may receive upon exercise of the Warrant the</P>
<P>aggregate number of shares of Common Stock which he or it would have owned</P>
<P>immediately following such action if the Warrant had been exercised</P>
<P>immediately prior to such action.  The adjustment shall become effective</P>
<P>immediately as of the date the Company shall take a record of the holders</P>
<P>of its Common Stock for the purpose of receiving such dividend or</P>
<P>distribution (or if no such record is taken, as of the effectiveness of</P>
<P>such dividend or distribution).</P>

<P>&nbsp;</P>
<P>        3.3     Reclassification, Consolidation or Merger.  If at any time, as a</P>
<P>result of:</P>

<P>&nbsp;</P>
<P>                (a)     a capital reorganization or reclassification (other than a</P>
<P>subdivision, combination or dividend provided for elsewhere in this Section</P>
<P>3), or</P>

<P>&nbsp;</P>
<P>                (b)     a merger or consolidation of the Company with another corporation</P>
<P>(whether or not the Company is the surviving corporation), the Common Stock</P>
<P>issuable upon exercise of the Warrants shall be changed into or exchanged</P>
<P>for the same or a different number of shares of any class or classes of</P>
<P>stock of the Company or any other corporation, or other securities</P>
<P>convertible into such shares, then, as a part of such reorganization,</P>
<P>reclassification, merger or consolidation, appropriate adjustments shall be</P>
<P>made in the terms of the Warrants (or of any securities into which the</P>
<P>Warrants are exercised or for which the Warrants are exchanged), so that:</P>

<P>&nbsp;</P>
<P>                        (y)     the Holders of Warrants or of such substitute securities shall</P>
<P>thereafter be entitled to receive, upon exercise of the Warrants or of such</P>
<P>substitute securities, the kind and amount of shares of stock, other</P>
<P>securities, money and property which such Holders would have received at</P>
<P>the time of such capital reorganization, reclassification, merger, or</P>
<P>consolidation, if such Holders had exercised their Warrants immediately</P>
<P>prior to such capital reorganization, reclassification, merger, or</P>
<P>consolidation, and</P>

<P>&nbsp;</P>
<P>                        (z)     the Warrants or such substitute securities shall thereafter be</P>
<P>adjusted on terms as nearly equivalent as may be practicable to the</P>
<P>adjustments theretofore provided in this Section 3.3.</P>

<P>&nbsp;</P>
<P>No consolidation or merger in which the Company is not the surviving</P>
<P>corporation shall be consummated unless the surviving corporation shall</P>
<P>agree, in writing, to the provisions of this Section 3.3. The provisions of</P>
<P>this Section 3.3 shall similarly apply to successive capital</P>
<P>reorganizations, reclassifications, mergers and consolidations. </P>

<P>&nbsp;</P>
<P>        3.4     Other Action Affecting Common Stock.  If at any time the Company takes</P>
<P>any action affecting its Common Stock, other than an action described in</P>
<P>any of Sections 3.1 - 3.3 which, in the opinion of the Board of Directors</P>
<P>of the Company (the "Board"), would have an adverse effect upon the</P>
<P>exercise rights of the Warrants, the Warrant Exercise Price or the kind of</P>
<P>securities issuable upon exercise of the Warrants, or both, shall be</P>
<P>adjusted in such manner and at such time as the Board may in good faith</P>
<P>determine to be equitable in the circumstances; provided, however, that the</P>
<P>purpose of this Section is to prevent the Company from taking any action</P>
<P>which has the effect of diluting the number of shares of Warrant Shares</P>
<P>issuable upon exercise of this Warrant.</P>

<P>&nbsp;</P>
<P>        3.5     Notice of Adjustment Events.  Whenever the Company contemplates the</P>
<P>occurrence of an event which would give rise to adjustments under this</P>
<P>Section 3, the Company shall mail to each Warrant Holder, at least 20 days</P>
<P>prior to the record date with respect to such event or, if no record date</P>
<P>shall be established, at least 20 days prior to such event, a notice</P>
<P>specifying (i) the nature of the contemplated event, and (ii) the date on</P>
<P>which any such record is to be taken for the purpose of such event, and</P>
<P>(iii) the date on which such event is expected to become effective, and</P>
<P>(iv) the time, if any is to be fixed, when the holders of record of Common</P>
<P>Stock (or other securities) shall be entitled to exchange their shares of</P>
<P>Common Stock (or other securities) for securities or other property</P>
<P>deliverable in connection with such event.</P>

<P>&nbsp;</P>
<P>        3.6     Notice of Adjustments.  Whenever the kind or number of securities</P>
<P>issuable upon exercise of the Warrants, or both, shall be adjusted pursuant</P>
<P>to Section 3, the Company shall deliver a certificate signed by its Chief</P>
<P>Executive Officer and by its Chief Financial Officer, setting forth, in</P>
<P>reasonable detail, the event requiring the adjustment, the amount of the</P>
<P>adjustment, the method by which such adjustment was calculated (including a</P>
<P>description of the basis on which the Board made any determination</P>
<P>hereunder), and the Warrant Exercise Price and the kind of securities</P>
<P>issuable upon exercise of the Warrants after giving effect to such</P>
<P>adjustment, and shall cause copies of such certificate to be mailed (by</P>
<P>first class mail postage prepaid) to each Warrant Holder promptly after</P>
<P>each adjustment.</P>

<P>&nbsp;</P>
<P>Section 4.  Reservation of Stock, etc.</P>

<P>&nbsp;</P>
<P>        The Company covenants and agrees that it will at all times have</P>
<P>authorized, reserve and keep available, solely for issuance and delivery</P>
<P>upon the exercise of this Warrant, the number of shares of Warrant Shares</P>
<P>from time to time issuable upon the exercise of this Warrant.  The Company</P>
<P>further covenants and agrees that this Warrant is, and any Warrants issued</P>
<P>in substitution for or replacement of this Warrant and all Warrant Shares,</P>
<P>will upon issuance be duly authorized and validly issued and, in the case</P>
<P>of Warrant Shares, upon issuance will be fully paid and non-assessable and</P>
<P>free from all preemptive rights of any stockholder, and from all taxes,</P>
<P>liens and charges with respect to the issue thereof (other than transfer</P>
<P>taxes) and, if the Common Stock of the Company is then listed on any</P>
<P>national securities exchanges (as defined in the Exchange Act of 1934, as</P>
<P>amended (the "Exchange Act")) or quoted on NASDAQ, shall be, subject to the</P>
<P>restrictions set forth in Section 5, duly listed or quoted thereon, as the</P>
<P>case may be. In the event that the number of authorized but unissued shares</P>
<P>of such Common Stock shall not be sufficient to effect the exercise of this</P>
<P>entire Warrant into Warrant Shares, then in addition to such other remedies</P>
<P>as shall be available to the Holder of this Warrant, the Company shall</P>
<P>promptly take such corporate action as may be necessary to increase its</P>
<P>authorized but unissued shares of such Common Stock to such number of</P>
<P>shares as shall be sufficient for such purpose.</P>

<P>&nbsp;</P>
<P>Section 5.  Ownership, Transfer and Substitution of Warrants.</P>

<P>&nbsp;</P>
<P>        5.1     Ownership of Warrants.  The Company may treat the person in whose name</P>
<P>any Warrant is registered on the register kept at the principal office of</P>
<P>the Company as the owner and Holder thereof for all purposes,</P>
<P>notwithstanding any notice to the contrary, but in all events recognizing</P>
<P>any transfers made in accordance with the terms of this Warrant.</P>

<P>&nbsp;</P>
<P>        5.2     Transfer and Exchange of Warrants.  Upon the surrender of any Warrant,</P>
<P>properly endorsed, for registration of transfer or for exchange at the</P>
<P>principal office of the Company, the Company at its expense will execute</P>
<P>and deliver to the Holder thereof, upon the order of such Holder, a new</P>
<P>Warrant or Warrants of like tenor, in the name of such Holder or as such</P>
<P>Holder may direct, for such number of shares with respect to each such</P>
<P>Warrant, the aggregate number of shares in any event not to exceed the</P>
<P>number of shares for which the Warrant so surrendered had not been</P>
<P>exercised.      5.3     REGISTRATION RIGHTS.  THE HOLDER OF THIS WARRANT IS</P>
<P>ENTITLED TO CERTAIN REGISTRATION RIGHTS WITH RESPECT TO THE WARRANT SHARES</P>
<P>ISSUABLE UPON EXERCISE THEREOF.  SAID REGISTRATION RIGHTS ARE SET FORTH IN</P>
<P>A REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE BUYER AND THE COMPANY</P>
<P>DATED AS OF APRIL 25, 2001.</P>

<P>&nbsp;</P>
<P>        5.4     Exemption from Registration.  If an opinion of counsel provides that</P>
<P>registration is not required for the proposed exercise or transfer of this</P>
<P>Warrant or the proposed transfer of the Warrant Shares and that the</P>
<P>proposed exercise or transfer in the absence of registration would require</P>
<P>the Company to take any action including executing and filing forms or</P>
<P>other documents with the Securities and Exchange Commission (the "SEC") or</P>
<P>any state securities agency, or delivering to the Holder any form or</P>
<P>document in order to establish the right of the Holder to effectuate the</P>
<P>proposed exercise or transfer, the Company agrees promptly, at its expense,</P>
<P>to take any such action; and provided, further, that the Company will</P>
<P>reimburse the Holder in full for any expenses (including but not limited to</P>
<P>the fees and disbursements of such counsel, but excluding brokers'</P>
<P>commissions) incurred by the Holder or owner of Warrant Shares on his, her</P>
<P>or its behalf in connection with such exercise or transfer of the Warrant</P>
<P>or transfer of Warrant Shares.</P>

<P>&nbsp;</P>
<P>Section 6.  No Rights or Liabilities as Shareholder.</P>

<P>&nbsp;</P>
<P>        Nothing contained in this Warrant shall be construed as conferring upon</P>
<P>the Holder hereof any rights as a shareholder of the Company or as imposing</P>
<P>any liabilities on such holder to purchase any securities or as a</P>
<P>shareholder of the Company, whether such liabilities are asserted by the</P>
<P>Company or by creditors of the Company.</P>

<P>&nbsp;</P>
<P>Section 7.  Rule 144 Sales.</P>

<P>&nbsp;</P>
<P>        At the request of any Holder who proposes to sell securities in compliance</P>
<P>with Rule 144 of the SEC, the Company will (i) forthwith furnish to such</P>
<P>Holder a written statement of compliance with the filing requirements of</P>
<P>the SEC as set forth in Rule 144, as such rules may be amended from time to</P>
<P>time and (ii) make available to the public and such Holder such information</P>
<P>as will enable the Holder to make sales pursuant to Rule 144.</P>

<P>&nbsp;</P>
<P>Section 8.  Miscellaneous.</P>

<P>&nbsp;</P>
<P>        8.1     Amendment and Waiver.  This Warrant may be amended with, and only</P>
<P>with, the written consent of the Company and the Holder.  Any waiver of any</P>
<P>term, covenant, agreement or condition contained in this Warrant shall not</P>
<P>be deemed a waiver of any other term, covenant, agreement or condition, and</P>
<P>any waiver of any default in any such term, covenant, agreement or</P>
<P>condition shall not be deemed a waiver of any later default thereof or of</P>
<P>any default of any other term, covenant, agreement or condition.</P>

<P>&nbsp;</P>
<P>        8.2     Representations and Warranties to Survive Closing.  All</P>
<P>representations, warranties and covenants contained herein shall survive</P>
<P>the execution and delivery of this Warrant and the issuance of any Warrant</P>
<P>Shares upon the exercise hereof.</P>

<P>&nbsp;</P>
<P>        8.3     Severability.  In the event that any court or any governmental</P>
<P>authority or agency declares all or any part of any Section of this Warrant</P>
<P>to be unlawful or invalid, such unlawfulness or invalidity shall not serve</P>
<P>to invalidate any other Section of this Warrant, and in the event that only</P>
<P>a portion of any Section is so declared to be unlawful or invalid, such</P>
<P>unlawfulness or invalidity shall not serve to invalidate the balance of</P>
<P>such Section.</P>

<P>&nbsp;</P>
<P>        8.4     Binding Effect; No Third Party Beneficiaries.  All provisions of this</P>
<P>Warrant shall be binding upon and inure to the benefit of the parties and</P>
<P>their respective heirs, legatees, executors, administrators, legal</P>
<P>representatives, successors, and permitted transferees and assigns.  No</P>
<P>person other than the holder of this Warrant and the Company shall have any</P>
<P>legal or equitable right, remedy or claim under or in respect of, this</P>
<P>Warrant.</P>

<P>&nbsp;</P>
<P>        8.5     Notices.  Any notices, consents, waivers or other communications</P>
<P>required or permitted to be given under the terms of this Warrant must be</P>
<P>in writing and will be deemed to have been delivered: (i) upon receipt,</P>
<P>when delivered personally; (ii) upon receipt, when sent by facsimile</P>
<P>(provided confirmation of transmission is mechanically or electronically</P>
<P>generated and kept on file by the sending party); or (iii) one Trading Day</P>
<P>after deposit with a nationally recognized overnight delivery service, in</P>
<P>each case properly addressed to the party to receive the same.  The</P>
<P>addresses and facsimile numbers for such communications shall be:</P>

<P>&nbsp;</P>
<P>                If to the Company:</P>
<P>                USURF America, Inc.</P>
<P>                8748 Quarters Lake Road</P>
<P>                Baton Rouge, Louisiana 70809</P>
<P>                Telephone:  (225) 922-7744</P>
<P>                Facsimile:  (225) 922-9123</P>
<P>                Attention:  David Loflin    </P>

<P>&nbsp;</P>
<P>                With a copy to:</P>
<P>                Newlan &amp; Newlan</P>
<P>                819 Office Park Circle</P>
<P>                Lewisville, Texas 75057</P>
<P>                Telephone:  (972) 353-3880</P>
<P>                Facsimile:  (972) 353-8304</P>
<P>                Attention:  Eric Newlan </P>

<P>&nbsp;</P>
<P>                If to the Buyer:</P>
<P>                Fusion Capital Fund II, LLC</P>
<P>                222 Merchandise Mart Plaza, Suite 9-112</P>
<P>                Chicago, IL 60654</P>
<P>                Telephone:  312-644-6644</P>
<P>                Facsimile:  312-644-6244</P>
<P>                Attention:  Steven G. Martin</P>

<P>&nbsp;</P>
<P>                If to the Transfer Agent:</P>
<P>                Securities Transfer Corporation</P>
<P>                2591 Dallas Parkway</P>
<P>                Suite 102</P>
<P>                Frisco, Texas 75034</P>
<P>                Telephone:  (469) 633-0101</P>
<P>                Facsimile:  (469) 633-0088</P>
<P>                Attention:  Kevin Halter, Jr.   </P>

<P>&nbsp;</P>
<P>or at such other address and/or facsimile number and/or to the attention of</P>
<P>such other person as the recipient party has specified by written notice</P>
<P>given to each other party three (3) Trading Days prior to the effectiveness</P>
<P>of such change.  Written confirmation of receipt (A) given by the recipient</P>
<P>of such notice, consent, waiver or other communication, (B) mechanically or</P>
<P>electronically generated by the sender's facsimile machine containing the</P>
<P>time, date, and recipient facsimile number or (C) provided by a nationally</P>
<P>recognized overnight delivery service, shall be rebuttable evidence of</P>
<P>personal service, receipt by facsimile or receipt from a nationally</P>
<P>recognized overnight delivery service in accordance with clause (i), (ii)</P>
<P>or (iii) above, respectively.</P>

<P>&nbsp;</P>
<P>        8.6     Taxes, Costs and Expenses. The Company covenants and agrees that it</P>
<P>will pay when due and payable any and all federal, state and local taxes</P>
<P>(other than income taxes) and any other costs and expenses which may be</P>
<P>payable in respect of the preparation, issuance, delivery, exercise,</P>
<P>surrender or transfer of this Warrant pursuant to the terms of this Warrant</P>
<P>or the issuance of any shares of Warrant Shares as a result thereof. If any</P>
<P>suit or action is instituted or attorneys employed to enforce this Warrant</P>
<P>or any part thereof, the Company promises and agrees to pay all costs and</P>
<P>expenses associated therewith, including reasonable attorneys' fees and</P>
<P>court costs.</P>

<P>&nbsp;</P>
<P>        8.7      Governing Law; Jurisdiction; Jury Trial.  The corporate laws of the</P>
<P>State of Nevada shall govern all issues concerning the relative rights of</P>
<P>the Company and its shareholders. All other questions concerning the</P>
<P>construction, validity, enforcement and interpretation of this Warrant</P>
<P>shall be governed by the internal laws of the State of Illinois, without</P>
<P>giving effect to any choice of law or conflict of law provision or rule</P>
<P>(whether of the State of Illinois or any other jurisdictions) that would</P>
<P>cause the application of the laws of any jurisdictions other than the State</P>
<P>of Illinois.  Each party hereby irrevocably submits to the exclusive</P>
<P>jurisdiction of the state and federal courts sitting in the City of</P>
<P>Chicago, for the adjudication of any dispute hereunder or under the other</P>
<P>Transaction Documents or in connection herewith or therewith, or with any</P>
<P>transaction contemplated hereby or discussed herein, and hereby irrevocably</P>
<P>waives, and agrees not to assert in any suit, action or proceeding, any</P>
<P>claim that it is not personally subject to the jurisdiction of any such</P>
<P>court, that such suit, action or proceeding is brought in an inconvenient</P>
<P>forum or that the venue of such suit, action or proceeding is improper.</P>
<P>Each party hereby irrevocably waives personal service of process and</P>
<P>consents to process being served in any such suit, action or proceeding by</P>
<P>mailing a copy thereof to such party at the address for such notices to it</P>
<P>under this Agreement and agrees that such service shall constitute good and</P>
<P>sufficient service of process and notice thereof.  Nothing contained herein</P>
<P>shall be deemed to limit in any way any right to serve process in any</P>
<P>manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT</P>
<P>MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF</P>
<P>ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS</P>
<P>AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.</P>

<P>&nbsp;</P>
<P>        8.8     Loss of Warrant.  Upon receipt by the Company of evidence reasonably</P>
<P>satisfactory to it of the loss, theft, destruction or mutilation of this</P>
<P>Warrant, and (in the case of loss, theft or destruction) of indemnification</P>
<P>in form and substance acceptable to the Company in its reasonable</P>
<P>discretion, and upon surrender and cancellation of this Warrant, if</P>
<P>mutilated, the Company shall execute and deliver a new Warrant of like</P>
<P>tenor and date. </P>

<P>&nbsp;</P>
<P>        8.9     Entire Agreement. This Warrant, the Purchase Agreement and the</P>
<P>Registration Rights Agreement of even date herewith represent the entire</P>
<P>agreement and understanding between the parties concerning the subject</P>
<P>matter hereof and supercede all prior and contemporaneous agreements,</P>
<P>understandings, representations and warranties with respect thereto.</P>

<P>&nbsp;</P>
<P>        8.10    Headings. The headings used herein are used for convenience only and</P>
<P>are not to be considered in construing or interpreting this Warrant.</P>

<P>&nbsp;</P>
<P>COMPANY:</P>

<P>&nbsp;</P>
<P>USURF AMERICA, INC.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ David M. Loflin</P>
<P>Name: David M. Loflin</P>
<P>Title:  President</P>

<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>WARRANT EXERCISE FORM</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Date: ________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________</P>
<P>_____________________</P>
<P>_____________________</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Ladies and Gentlemen:</P>

<P>&nbsp;</P>
<P>        The undersigned, being the registered holder of your Warrant number</P>
<P>_____________ accompanying this letter, hereby irrevocably exercises such</P>
<P>Warrant for __________ shares of Warrant Shares (as defined in said</P>
<P>Warrant), and herewith makes payment therefor in the amount of</P>
<P>($___________ )(via "cash-less exercise" in accordance with the Warrant),</P>
<P>and requests that such shares of Warrant Shares be issued in the name of,</P>
<P>and delivered to (the undersigned) (_________________________), at the</P>
<P>address shown below the signature line hereof.</P>

<P>&nbsp;</P>
<P>If said number of shares shall not be all the shares issuable upon exercise</P>
<P>of the attached Warrant, a new Warrant is to be issued in the name of the</P>
<P>undersigned for the balance remaining of such shares less any fraction of a</P>
<P>share paid in cash.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Printed Name of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>_____________________________________</P>
<P>Signature of Registered Warrant Holder</P>

<P>&nbsp;</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>_____________________________________</P>
<P>Address</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&lt;PAGE&gt;</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>FORM OF COMPANY CONFIRMATION OF WARRANT EXERCISE</P>

<P>&nbsp;</P>
<P>        Reference is made to the Common Stock Purchase Agreement (the "Common</P>
<P>Stock Purchase Agreement") between USURF AMERICA, INC. (the "Company") and</P>
<P>FUSION CAPITAL FUND II, LLC dated April 25, 2001.  In connection with the</P>
<P>Common Stock Purchase Agreement, the Company has issued to GRUNTAL &amp; CO.,</P>
<P>L.L.C. a Warrant to Purchase 53,750 shares of  common stock, par value</P>
<P>$.0001 per share (the "Common Stock") of the Company.  The undersigned</P>
<P>hereby confirms that GRUNTAL &amp; CO., L.L.C. has exercised the Warrant to</P>
<P>purchase ________________ shares of Common stock and authorizes the</P>
<P>issuance of ______________ shares of common stock, par value $.0001 per</P>
<P>share (the "Common Stock") of the Company, in connection with the Warrant</P>
<P>Exercise Notice   Specifically, the Company hereby confirms the following</P>
<P>information:</P>

<P>&nbsp;</P>
<P>Number of shares of Common Stock to be issued: _____________________</P>
<P>         </P>

<P>&nbsp;</P>
<P>Remaining Number of shares Subject to Exercise: ______________________</P>
<P>          </P>

<P>&nbsp;</P>
<P>Exercise Price: $.45/share of Common Stock (Subject to Adjustment pursuant</P>
<P>to the Warrant)</P>

<P>&nbsp;</P>
<P>The shares of Common Stock shall be issued in the name and to the address</P>
<P>as set forth in the applicable Warrant Exercise Notice.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Authorized Signature: ________________________</P>
<P>                                       </P>
<P>Name: ________________________</P>
<P>                       </P>
<P>Title: ________________________</P>
<P>                        </P>
<P>Phone #: ________________________</P>
<P>                          </P>
<P>Fax #: ________________________</P>
<P>                        </P></FONT></BODY>
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<P>&nbsp;</P>
<P>------------</P>
<P>EXHIBIT 23.1</P>
<P>------------</P>

<P>&nbsp;</P>
<P>CONSENT OF INDEPENDENT AUDITOR</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>As independent auditors, we hereby consent to the use in this Form S-1</P>
<P>Registration Statement Pre-effective Amendment No. 5 of USURF America, Inc.</P>
<P>and subsidiaries (formally Internet Media Corporation) of our report dated</P>
<P>April 9, 1999 appearing in the prospectus, which is a part of such</P>
<P>Registration Statement, and to the reference to this firm under the heading</P>
<P>&quot;Experts&quot; in this Registration Statement. </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>/s/</P>

<P>&nbsp;</P>
<P>WEAVER AND TIDWELL, L.L.P.</P>

<P>&nbsp;</P>
<P>Fort Worth, Texas</P>
<P>April 27, 2001</P></FONT></BODY>
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<P>&nbsp;</P>
<P>------------</P>
<P>EXHIBIT 23.2</P>
<P>------------</P>

<P>&nbsp;</P>
<P>CONSENT AND REPORT OF INDEPENDENT</P>
<P>CERTIFIED PUBLIC ACCOUNTANT</P>

<P>&nbsp;</P>
<P>We hereby consent to the use in this Amended Registration Statement of our</P>
<P>report dated April 16, 2001 related to the consolidated financial</P>
<P>statements of USURF America, Inc. and Subsidiaries, and to the reference to</P>
<P>our Firm under the caption "Experts" in the Prospectus.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>/s/</P>

<P>&nbsp;</P>
<P>POSTLETHWAITE &amp; NETTERVILLE, CPAs</P>

<P>&nbsp;</P>
<P>Baton Rouge, LA</P>
<P>April 27, 2001</P></FONT></BODY>
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<P>&nbsp;</P>
<P>------------</P>
<P>EXHIBIT 23.3</P>
<P>------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Please see Exhibit 5.1</P></FONT></BODY>
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<FONT FACE="Courier New" SIZE=2>
<P>&nbsp;</P>
<P>------------</P>
<P>EXHIBIT 23.4</P>
<P>------------</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>The undersigned hereby consents to the use of his name in the Prospectus</P>
<P>forming a part of Pre-effective No. 5 to the Registration Statement on Form</P>
<P>S-1 to which this consent is an exhibit.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>/s/</P>

<P>&nbsp;</P>
<P>Patrick F. McGrew, Esquire</P>

<P>&nbsp;</P>
<P>Baton Rouge, Louisiana</P>
<P>April 27, 2001</P></FONT></BODY>
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