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EXHIBIT 10.116

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement is entered into as of March 20, 2001, by

and between USURF America, Inc., a Nevada corporation ("USURF"), and Atlas

Securities Inc., a Turks and Caicos Islands, British West Indies,

corporation ("Atlas"), in light of the following facts:

WHEREAS, USURF is a provider of Fixed-Wireless Internet access, as well as

dial-up Internet access, and whose common stock is traded on the American

Stock Exchange (symbol: UAX);

WHEREAS, Atlas desires to acquire shares of common stock and common stock

purchase warrants (the common stock and common stock purchase warrants

being referred to collectively as the "Units") of USURF; and

WHEREAS, USURF desires to issue shares of its common stock and common

stock purchase warrants to Atlas on the terms and conditions set forth in

this Agreement.

WITNESSETH:

THEREFORE, the Agreement of the parties, the promises of each being

consideration for the promises of the other:

I. DEFINITIONS

Whenever used in this Agreement, the following terms shall have the

meanings set forth below, including the exhibit hereto or amendments hereof.

(a) "Agreement" shall mean this Securities Purchase Agreement and all

exhibits hereto or amendments hereof.

(b) "Atlas" shall mean Atlas Securities Inc., a Turks and Caicos Islands,

British West Indies, corporation.

actually known to the Board of Directors or officers of USURF, or which

reasonably should be or should have been known by them upon reasonable

investigation.

(d) "Securities Act" shall mean the Securities Act of 1933, as amended,

and includes the rules and regulations of the Securities and Exchange

Commission ("SEC") promulgated thereunder, as such shall then be in effect.

(e) "USURF" shall mean USURF America, Inc., a Nevada corporation,

including its subsidiaries. Any term used herein to which a special

meaning has been ascribed shall be construed in accordance with either (1)

the context in which such term is used, or (2) the definition provided for

such terms in the place in this Agreement at which such term is first used.

II. DISCLOSURES

Atlas hereby acknowledges that it has examined, or has had the opportunity

to examine, all of USURF's periodic filings made with the SEC pursuant to

the Securities Exchange Act of 1934, as well as Pre-effective Amendment No.

3 to USURF's Registration Statement on Form S-1 (the "Registration

Statement") currently on file with the SEC, a copy of which is attached

hereto as Exhibit "A" and incorporated herein by this reference. Further,

Atlas hereby acknowledges that it has had the opportunity to ask questions

of, and receive answers from, the principals of USURF regarding the

periodic filings and the Registration Statement of USURF and otherwise

investigate the matters contained therein.

III. PURCHASE AND SALE

USURF hereby sells to Atlas and Atlas hereby buys from USURF the following

securities (the Units, each Unit consisting of one share of common stock

and one common stock purchase warrant to purchase one share of common stock):

(a) 500,000 shares of the $.0001 par value common stock of USURF; and

(b) 500,000 warrants to purchase a like number of shares of common stock

of USURF, at an exercise price of $.25 per share, all as more fully set

forth in the form of warrant attached hereto as Exhibit "B" and

incorporated herein by this reference.

The Units shall be sold to Atlas at the price and subject to all of the

terms and conditions set forth herein.

It is agreed by the parties that none of the purchase price for the Units

described herein shall be allocated to the common stock purchase warrants.

IV. PURCHASE PRICE - PAYMENT

Atlas shall deliver to USURF the sum of $125,000 in payment of the 500,000

Units purchased by Atlas hereunder, a per Unit price of $.25, which payment

shall be delivered as provided in paragraph VI hereinbelow.

V. ISSUANCE OF THE UNITS

USURF shall cause the 500,000 shares of its common stock and 500,000

common stock purchase warrants purchased and sold hereunder to be issued to

Atlas.

In addition, USURF shall cause (1) all 500,000 shares of common stock and

(2) all 500,000 shares of common stock underlying the common stock purchase

warrants to be issued to Atlas hereunder to be registered, at USURF's

expense, pursuant to the Registration Statement. Atlas shall be named as a

selling shareholder in the Registration Statement.

VI. THE EXCHANGE

USURF shall deliver to Atlas, upon receipt of the $125,000 required by

paragraph IV, a stock certificate representing 500,000 shares of its common

stock and a warrant in the form of Exhibit "B" attached hereto. Atlas

agrees that it shall deliver forthwith the sum of $125,000 required to be

delivered pursuant to paragraph IV.

VII. REPRESENTATIONS AND WARRANTIES OF USURF

USURF represents and warrants to Atlas:

(a) Organization and Corporate Authority. USURF is a corporation duly

organized, validly existing and in good standing under the laws of the

State of Nevada and is qualified to do business as a foreign corporation in

all jurisdictions where the ownership of property or maintenance of an

office would require qualification. USURF has all requisite corporate

power and authority, governmental permits, consents, authorizations,

registrations, licenses and memberships necessary to own its property and

to carry on its business in the places where such properties are now owned

and operated or such business is being conducted.

(b) Subsidiaries. USURF America, Inc., the issuer of the securities sold

hereunder, has the following subsidiary corporations: (1) CyberHighway,

Inc., an Idaho corporation; (2) Santa Fe Wireless Internet, Inc., a New

Mexico corporation; (3) USURF America Internet Design, Inc., a Louisiana

corporation; (4) USURF Wireless, Inc., a Louisiana corporation; and (5)

Missouri Cable TV Corp., a Louisiana corporation.

warrants or rights, conversion rights or other agreements for the purchase

or acquisition from USURF of any shares of its capital stock as are

described in the Registration Statement.

(d) Issuance of the Units. The shares of common stock of USURF, when

issued and delivered in accordance with this Agreement, will be duly and

validly issued, fully paid and non-assessable, and will be free and clear

of any liens or encumbrances and, to the knowledge of USURF, will be issued

in compliance with applicable state and federal laws. The common stock

purchase warrants of USURF, when issued and delivered in accordance with

this Agreement, will be duly and validly issued and will be free and clear

of any liens or encumbrances and, to the knowledge of USURF, will be issued

in compliance with applicable state and federal laws. The shares of common

stock of USURF underlying the common stock purchase warrants, when issued

and delivered in accordance with this Agreement and the warrant agreement,

will be duly and validly issued, fully paid and non-assessable, and will be

free and clear of any liens or encumbrances and, to the knowledge of USURF,

will be issued in compliance with applicable state and federal laws.

(e) Financial Condition; Use of Proceeds. USURF is a development stage

company without significant revenues and has, since inception, operated at

a loss and is substantially illiquid. USURF requires substantial

additional capital with which to implement its business plan with respect

to its fixed-wireless Internet access products. There is no assurance that

USURF will obtain such needed capital or that its business plan, when

implemented, will prove to be successful. The funds derived under this

Agreement will be utilized for working capital and deployment of its

fixed-wireless Internet access products.

(f) Undisclosed or Contingent Liabilities. To the best knowledge of USURF

and to its officers and directors, USURF has no material liabilities not

reflected in its periodic filings with the SEC and the Registration

Statement, and, to the best knowledge of the officers and directors of

USURF, USURF has no contingent liabilities.

(g) Litigation. Except as described in USURF's periodic filings with the

SEC and the Registration Statement, USURF is not a party to any suit,

action, proceeding, investigation or labor dispute (collectively "actions")

pending or currently threatened against it other than administrative

matters arising in the ordinary course of business and which, if determined

against USURF would result in a materially adverse effect.

(h) Compliance with Agreements. The execution and performance of this

Agreement will not result in any violation or be in conflict with any

agreement to which USURF is a party.

(i) Title to Property and Assets. USURF has good and marketable title to

its properties and assets free and clear of all mortgages, liens, security

interests and encumbrances.

(j) Franchises, Permits, etc. To the knowledge of USURF, it has all

franchises, permits, licenses, orders and approvals of any federal, state,

local or foreign government of self regulatory body (collectively, the

"Permits") that are material to or necessary for the conduct of its business.

(k) Governmental Consents. To the knowledge of USURF, no consent,

approval, order or authorization of, or registration, qualification,

designation, declaration or filing with, any governmental authority on the

part of USURF is required in connection with the valid execution, delivery

and performance of this Agreement.

(l) Authorization. All corporate action on the part of USURF and its

officers, directors and shareholders necessary for the authorization,

execution and delivery of this Agreement, for the performance of USURF's

obligations hereunder and for the issuance and delivery of the Units has

been taken. This Agreement, when executed and delivered, shall constitute

a legal, valid and binding obligation of USURF.

VIII. REPRESENTATIONS AND WARRANTIES OF ATLAS

(a) Organization and Corporate Authority. Atlas is a corporation duly

organized, validly existing and in good standing under the laws of the

Turks and Caicos Islands, British West Indies, and is qualified to do

business in all jurisdictions where it is required to do so. Atlas has all

requisite corporate power and authority, governmental permits, consents,

authorizations, registrations, licenses and memberships necessary to own

its property and to carry on its business in the places where such

properties are now owned and operated or such business is being conducted.

Atlas is not a "U.S. person", as that term is defined in the securities

laws and regulations of the United States.

(b) Atlas represents and warrants that it does not have a place of

business within the United States.

within the meaning of that term as used in Rule 501 of Regulation D of the

Rules and Regulations of the SEC and is capable, through experience and

financial strength, to make and understand an investment decision leading

to the purchase of the Units of USURF contemplated herein.

(d) Atlas represents and warrants that the Units are being purchased by it

solely for its own account for investment purposes only and not for the

account of any other person and not for distribution, assignment or resale

to others.

(e) Atlas further consents to the placement of the following legend, or a

legend similar thereto, on the certificates representing shares of common

stock and the common stock purchase warrants comprising the Units:

THESE SECURITIES, AND THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, HAVE

BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY

REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND

MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE

CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE

WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.

IX. MISCELLANEOUS

Survival of Covenants. Unless otherwise waived as provided herein, all

covenants agreements, representations and warranties of the parties made in

this Agreement and in the financial statements or other written information

delivered or furnished in connection therewith and herewith shall survive

the Exchange hereunder, and shall be binding upon, and inure to the benefit

of, the parties and their respective successors and assigns.

Arbitration. In the event of a dispute between the parties hereto that

arises out of this Agreement, the parties hereby agree to submit such

dispute to arbitration before the American Arbitration Association (the

"Association") at its Dallas, Texas, offices, in accordance with the

then-current rules of the Association; the award given by the arbitrators

shall be binding and a judgment can be obtained on any such award in any

court of competent jurisdiction. It is expressly agreed that the

arbitrators, as part of their award, can award attorneys fees to the

prevailing party.

Governing Law. This Agreement shall be deemed to be a contract made

under, governed by and construed in accordance with the substantive laws of

the State of Louisiana.

Counterparts. This Agreement may be executed simultaneously in

counterparts, each of which when so executed and delivered shall be taken

to be an original; but such counterparts shall together constitute but one

and the same documents.

Successors and Assigns. Except as otherwise expressly provided herein,

the provisions hereof shall inure to the benefit of, and be binding upon,

the successors, assigns and administrators of the parties hereto.

Entire Agreement. This Agreement, the other agreements and the other

documents delivered pursuant hereto and thereto constitute the full and

entire understanding and agreement between the parties with regard to the

subjects hereof and thereof.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day

and year first above written.

"USURF":

USURF AMERICA, INC.

By: /s/ David M. Loflin

David M. Loflin

President

"ATLAS":

ATLAS SECURITIES INC.

By:/s/ Linda MacKenzie

Linda MacKenzie

Vice President of Administration

and Corporate Secretary