<SUBMISSION>
<ACCESSION-NUMBER>0001035398-02-000012
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>12
<PERIOD>20020405
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020416
<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>8-K
<ACT>34
<FILE-NUMBER>001-15383
<FILM-NUMBER>02611687
</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>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>sub8k1.htm
<TEXT>
<html>

<head>
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<body>
<table width="100%" cellpadding="6" cellspacing="0">
<tr>
<td width="100%" align="center" valign="top"><p>Securities and Exchange Commission</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>Washington, D.C. 20549</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>&#160;</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>Form 8-K</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>Current Report</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>Pursuant to Section 13 or 15(d) of the Securities and Exchange Commission</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>&#160;</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>Date of Report (Date of earliest event reported): April 15, 2002.</p>
</td>
</tr>
</table>
<br>
<table width="100%" cellpadding="6" cellspacing="0">
<tr>
<td width="100%" align="center" valign="top"><p>USURF America, Inc.</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>(Exact name of registrant as specified in its charter)</p>
</td>
</tr>
</table>
<br>
<table width="100%" cellpadding="6" cellspacing="0">
<tr>
<td width="33%" align="center" valign="top"><p>Nevada</p>
</td>
<td width="33%" align="center" valign="top"><p>1-15383</p>
</td>
<td width="34%" align="center" valign="top"><p>91-2117796</p>
</td>
</tr>
<tr>
<td width="33%" align="center" valign="top"><p>(State or other jurisdiction of
incorporation</p>
</td>
<td width="33%" align="center" valign="top"><p>(Commission File No.)</p>
</td>
<td width="34%" align="center" valign="top"><p>(IRS Employer Identification
Number)</p>
</td>
</tr>
</table>
<br>
<table width="100%" cellpadding="6" cellspacing="0">
<tr>
<td width="100%" align="center" valign="top"><p>8748 Quarters Lake Road, Baton Rouge, Louisiana 70809</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>(Address of principal executive offices, including zip code)</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>&#160;</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>Registrant&#8217;s telephone number, including area code: (225) 922-7744</p>
</td>
</tr>
</table>
<br>
<br>
<br>
<table width="100%" cellpadding="6" cellspacing="0">
<tr>
<td width="100%" align="center" valign="top"><p>Form 8-K</p>
</td>
</tr>
<tr>
<td width="100%" align="center" valign="top"><p>USURF America, Inc.</p>
</td>
</tr>
</table>
<br>
<br>
<p>Item 5. Other Events and Regulation FD Disclosure.</p>
<br>
<p>On April 5, 2002, USURF America, Inc., a Nevada corporation, entered into a securities
purchase agreement (a copy of which is attached to this Current Report on Form 8-K as Exhibit
10.1) with Evergreen Venture Partners, LLC.  Pursuant to the Evergreen agreement, we sold to
Evergreen 3,125,000 units of our securities, each unit consisting of (1) one share of our common
stock, (2) one common stock purchase warrant to purchase one share at an exercise price of $.15
per share (a copy of the associated warrant agreement is attached to this Current Report on Form
8-K as Exhibit 10.10) and (3) one common stock purchase warrant to purchase one share at an
exercise price of $.30 per share (a copy of the associated warrant agreement is attached to this
Current Report on Form 8-K as Exhibit 10.11), for cash in the amount of $250,000, payable in
two equal increments at the initial closing, which was held on April 15, 2002, and at the final
closing, June 14, 2002.  In connection with the Evergreen agreement, we executed a registration
rights letter agreement (a copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.2) with Evergreen, with respect to all of the shares, including the shares underlying
the common stock purchase warrants, issued to Evergreen under the Evergreen agreement.</p>
<br>
<p>Also pursuant to the Evergreen agreement, we hired a new president and chief executive officer,
Douglas O. McKinnon, who became a director and received 3,000,000 shares of our common
stock, which shares were valued at the closing price of our common stock on April 15, 2002,
approximately $200,000, in the aggregate, as an incentive to execute an employment agreement
with us (a copy of Mr. McKinnon&#8217;s employment agreement is attached to this Current Report on
Form 8-K as Exhibit 10.3).  Mr. McKinnon has also executed a confidentiality agreement (a copy
of which is attached to this Current Report on Form 8-K as Exhibit 10.4) and an agreement not to
compete (a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.5).  Mr.
McKinnon is a manager of Evergreen.</p>
<br>
<p>The cash proceeds derived by us under the Evergreen agreement are expected to be utilized by us
for the expansion of our wireless Internet access business and for working capital.</p>
<br>
<p>As part of the Evergreen agreement, the four persons serving as our officers prior to the
consummation of the Evergreen agreement executed agreements amending their individual
employment agreements with the Company, as follows:</p>
<br>
<table width="100%" cellpadding="6" cellspacing="0">
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>-</p>
</td>
<td width="84%" valign="top"><p>David M. Loflin has, pursuant to an Amendment No. 1 to Employment
Agreement (a copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.6), ceased serving as our president and has become Chairman of the
Board; has reduced the term of his remaining term of employment from
approximately 4 years ($150,000 annual salary) to six months; has waived the
payment of all accrued and unpaid salary (approximately $110,000);  and has
waived the repayment of all currently outstanding loans made by him to us
(approximately $18,000).  Mr. Loflin agreed to these changes in his
employment agreement in consideration of 2,000,000 shares of our common
stock being issued to him, which shares were valued at current market value,
$.08 per share, or $160,000, in the aggregate.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>-</p>
</td>
<td width="84%" valign="top"><p>Waddell D. Loflin, our secretary and one of our vice presidents, has, pursuant
to an Amendment No. 1 to Employment Agreement ((a copy of which is
attached to this Current Report on Form 8-K as Exhibit 10.7), reduced the term
of his remaining term of employment from approximately 4 years ($100,000
annual salary) to six months; and has waived the payment of all accrued and
unpaid salary (approximately $70,000).  Mr. Loflin agreed to these changes in
his employment agreement in consideration of 2,000,000 shares of our common
stock being issued to him, which shares were valued at current market value,
$.08 per share, or $160,000, in the aggregate.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>-</p>
</td>
<td width="84%" valign="top"><p>James Kaufman, our vice president of corporate development, has, pursuant to
an Amendment No. 1 to Employment Agreement ((a copy of which is attached
to this Current Report on Form 8-K as Exhibit 10.8), reduced the term of his
remaining term of employment from approximately 4 years ($120,000 annual
salary) to six months; and has waived the payment of all accrued and unpaid
salary (approximately $160,000).  Mr. Kaufman agreed to these changes in his
employment agreement in consideration of 2,000,000 shares of our common
stock being issued to him, which shares were valued at current market value,
$.08 per share, or $160,000, in the aggregate.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>-</p>
</td>
<td width="84%" valign="top"><p>Robert A. Hart, IV, our vice president of technology, has, pursuant to a
Termination Agreement (a copy of which is attached to this Current Report on
Form 8-K as Exhibit 10.9) terminated his employment with us.</p>
</td>
</tr>
</table>
<br>
<p>Upon the final closing under the Purchase Agreement, Evergreen will name two persons to
become directors of USURF America.  As of the date of this Current Report on Form 8-K,
Evergreen had not named such persons.</p>
<br>
<p>As a result of the issuances of shares to Mr. McKinnon, Messrs. Loflin and Mr. Kaufman, we
will incur a charge against our earnings in the second quarter of 2002 of approximately
$1,000,000.</p>
<br>
<p>Item 7.  Financial Statements and Exhibits</p>
<br>
<table width="100%" cellpadding="6" cellspacing="0">
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>(a)</p>
</td>
<td width="15%" valign="top"><p>Exhibits:</p>
</td>
<td width="69%" valign="top"><p>&#160;</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" valign="top"><p>&#160;</p>
</td>
<td width="69%" valign="top"><p>&#160;</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>Exhibit No.</p>
</td>
<td width="69%" align="center" valign="top"><p>Description</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>_________</p>
</td>
<td width="69%" align="center" valign="top"><p>________________________________________________</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.1</p>
</td>
<td width="69%" valign="top"><p>Securities Purchase Agreement, dated April 5, 2002, between
the Company and Evergreen Venture Partners, LLC.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.2</p>
</td>
<td width="69%" valign="top"><p>Registration Rights Letter Agreement, dated April 15, 2002,
between the Company and Evergreen Venture Partners, LLC.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.3</p>
</td>
<td width="69%" valign="top"><p>Employment Agreement, dated April 15, 2002, between the
Company and Douglas O. McKinnon.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.4</p>
</td>
<td width="69%" valign="top"><p>Confidentiality Agreement, dated April 15, 2002, between the
Company and Douglas O. McKinnon.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.5</p>
</td>
<td width="69%" valign="top"><p>Agreement Not to Compete, dated April 15, 2002, between the
Company and Douglas O. McKinnon.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.6</p>
</td>
<td width="69%" valign="top"><p>Amendment No. 1 to Employment Agreement of David M.
Loflin, dated April 8, 2002, between the Company and David M.
Loflin.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.7</p>
</td>
<td width="69%" valign="top"><p>Amendment No. 1 to Employment Agreement of Waddell D.
Loflin, dated April 8, 2002, between the Company and Waddell
D. Loflin.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.8</p>
</td>
<td width="69%" valign="top"><p>Amendment No. 1 to Employment Agreement of James
Kaufman, dated April 8, 2002, between the Company and James
Kaufman.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.9</p>
</td>
<td width="69%" valign="top"><p>Termination Agreement, dated April 15, 2002, between the
Company and Robert A. Hart IV.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.10</p>
</td>
<td width="69%" valign="top"><p>Common Stock Purchase Warrant, dated April 15, 2002, in
favor of Evergreen Venture Partners, LLC, to purchase
1,562,500 shares at a per share exercise price of $.15.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="15%" align="center" valign="top"><p>10.11</p>
</td>
<td width="69%" valign="top"><p>Common Stock Purchase Warrant, dated April 15, 2002, in
favor of Evergreen Venture Partners, LLC, to purchase
1,562,500 shares at a per share exercise price of $.30.</p>
</td>
</tr>
</table>
<br>
<p style="text-align: center">SIGNATURES</p>
<p>Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.</p>
<br>
<table width="100%" cellpadding="6" cellspacing="0">
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="38%" valign="top"><p>Dated:  April 15, 2002.</p>
</td>
<td width="54%" valign="top"><p>USURF AMERICA, INC.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="38%" valign="top"><p>&#160;</p>
</td>
<td width="54%" valign="top"><p>&#160;</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="38%" valign="top"><p>&#160;</p>
</td>
<td width="54%" valign="top"><p>By: /s/ DOUGLAS O. MCKINNON</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="38%" valign="top"><p>&#160;</p>
</td>
<td width="54%" valign="top"><p>President and</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="38%" valign="top"><p>&#160;</p>
</td>
<td width="54%" valign="top"><p>Chief Executive Officer</p>
</td>
</tr>
</table>
<br>
<p style="text-align: center">INDEX TO EXHIBITS</p>
<br>
<table width="100%" cellpadding="6" cellspacing="0">
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>Exhibit No.</p>
</td>
<td width="75%" align="center" valign="top"><p>Description</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>_________</p>
</td>
<td width="75%" align="center" valign="top"><p>________________________________________________</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.1</p>
</td>
<td width="75%" valign="top"><p>Securities Purchase Agreement, dated April 5, 2002, between the
Company and Evergreen Venture Partners, LLC.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.2</p>
</td>
<td width="75%" valign="top"><p>Registration Rights Letter Agreement, dated April 15, 2002, between
the Company and Evergreen Venture Partners, LLC.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.3</p>
</td>
<td width="75%" valign="top"><p>Employment Agreement, dated April 15, 2002, between the Company
and Douglas O. McKinnon.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.4</p>
</td>
<td width="75%" valign="top"><p>Confidentiality Agreement, dated April 15, 2002, between the
Company and Douglas O. McKinnon.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.5</p>
</td>
<td width="75%" valign="top"><p>Agreement Not to Compete, dated April 15, 2002, between the
Company and Douglas O. McKinnon.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.6</p>
</td>
<td width="75%" valign="top"><p>Amendment No. 1 to Employment Agreement of David M. Loflin,
dated April 8, 2002, between the Company and David M. Loflin.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.7</p>
</td>
<td width="75%" valign="top"><p>Amendment No. 1 to Employment Agreement of Waddell D. Loflin,
dated April 8, 2002, between the Company and Waddell D. Loflin.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.8</p>
</td>
<td width="75%" valign="top"><p>Amendment No. 1 to Employment Agreement of James Kaufman,
dated April 8, 2002, between the Company and James Kaufman.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.9</p>
</td>
<td width="75%" valign="top"><p>Termination Agreement, dated April 15, 2002, between the Company
and Robert A. Hart IV.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.10</p>
</td>
<td width="75%" valign="top"><p>Common Stock Purchase Warrant, dated April 15, 2002, in favor of
Evergreen Venture Partners, LLC, to purchase 1,562,500 shares at a
per share exercise price of $.15.</p>
</td>
</tr>
<tr>
<td width="8%" valign="top"><p>&#160;</p>
</td>
<td width="17%" align="center" valign="top"><p>10.11</p>
</td>
<td width="75%" valign="top"><p>Common Stock Purchase Warrant, dated April 15, 2002, in favor of
Evergreen Venture Partners, LLC, to purchase 1,562,500 shares at a
per share exercise price of $.30.</p>
</td>
</tr>
</table>
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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh1001.htm
<TEXT>
<HTML>
<HEAD>
<META NAME="Generator" CONTENT="WordPerfect 9">
<TITLE></TITLE>
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<P STYLE="text-align: CENTER">_____________</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">EXHIBIT 10.1</P>

<P STYLE="text-align: CENTER">_____________</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">SECURITIES PURCHASE AGREEMENT</P>

<P>This Securities Purchase Agreement is entered into as of April 5, 2002, by and between USURF America, Inc., a Nevada
corporation ("USURF"), and Evergreen Venture Partners, LLC ("Purchaser"), in light of the following facts:</P>

<P>WHEREAS, USURF is a provider of Fixed-Wireless Internet access whose common stock is traded on the American Stock
Exchange (symbol: UAX);</P>

<P>WHEREAS, Purchaser 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</P>

<P>WHEREAS, USURF desires to issue shares of its common stock and common stock purchase warrants to Purchaser on the
terms and conditions set forth in this Agreement.</P>

<P>WITNESSETH:</P>

<P>THEREFORE, the Agreement of the parties, the promises of each being consideration for the promises of the other:</P>

<P>I. DEFINITIONS</P>

<P>Whenever used in this Agreement, the following terms shall have the meanings set forth below, including the exhibit hereto
or amendments hereof.</P>

<P>(a) "Agreement" shall mean this Securities Purchase Agreement and all exhibits hereto or amendments hereof.</P>

<P> (b) "Knowledge of USURF" or matters "known to USURF" shall mean matters actually known to the Board of Directors
or officers of USURF, or which reasonably should be or should have been known by them upon reasonable investigation.</P>

<P> (c) "Purchaser" shall mean Evergreen Venture Partners, LLC, a Colorado limited liability company.</P>

<P> (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.</P>

<P> (e) "USURF" shall mean USURF America, Inc., a Nevada corporation, including its subsidiaries.</P>

<P> 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.</P>

<P>II. DISCLOSURES</P>

<P> Purchaser 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 USURF's Registration Statement on Form
S-1, SEC File No. 333-82850, filed on February 15, 2002 (withdrawn March 28, 2002), a copy of which is attached hereto
as Exhibit "A" (the "S-1 Registration Statement").  Also, Purchaser hereby acknowledges that it has examined, or has had
the opportunity to examine, USURF's Registration Statement on Form S-8, SEC File No. 333-83808, filed on March 6,
2002, a copy of which is attached hereto as Exhibit "B" (the "S-8 Registration Statement").  Further, Purchaser hereby
acknowledges that it has had the opportunity to ask questions of, and receive answers from, the principals of USURF
regarding the periodic filings, the S-1 Registration Statement and the S-8 Registration Statement of USURF and otherwise
investigate the matters contained therein.</P>

<P>III. PURCHASE AND SALE </P>

<P>USURF hereby sells to Purchaser and Purchaser hereby buys from USURF the following securities (the Units):</P>

<P> (a) 3,125,000 shares of the $.0001 par value common stock of USURF;</P>

<P> (b) 3,125,000 warrants to purchase a like number of shares of common stock of USURF, at an exercise price of $.15 per
share, all as more fully set forth in the form of warrant attached hereto as Exhibit "C" and incorporated herein by this
reference; and</P>

<P> (c) 3,125,000 warrants to purchase a like number of shares of common stock of USURF, at an exercise price of $.30 per
share, all as more fully set forth in the form of warrant attached hereto as Exhibit "D" and incorporated herein by this
reference.</P>

<P> The Units shall be sold to Purchaser at the price and subject to all of the terms and conditions set forth herein.</P>

<P> 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.</P>

<P>IV. PURCHASE PRICE - PAYMENT</P>

<P> Purchaser shall deliver to USURF the sum of $250,000 in payment of the 3,125,000 shares of USURF common stock, the
3,125,000 $.15 common stock purchase warrants and the 3,125,000 $.30 common stock purchase warrants (the Units)
purchased by Purchaser hereunder, a per Unit price of $.08, which payment shall be delivered as provided in paragraphs VI
and VII hereinbelow.</P>

<P>V. ISSUANCE OF THE UNITS</P>

<P>USURF shall cause the 3,125,000 shares of its common stock, the 3,125,000 $.15 common stock purchase warrants and the
3,125,000 $.30 common stock purchase warrants purchased and sold hereunder to be issued as provided in paragraphs VI
and VII hereinbelow.</P>

<P>VI. IINITIAL CLOSING</P>

<P> Subject to the conditions precedent set forth in Section X of this Agreement, and the other obligations of the parties set
forth in this Agreement, the Initial Closing under this Agreement shall be  at the offices of Newlan &amp; Newlan, Attorneys at
Law, 819 Office Park Circle, Lewisville, Texas 75057, on April 15, 2002, at the hour of 2:00 p.m., or at any other place and
date as the parties fix by mutual consent.</P>

<P>  At the Initial Closing, the following   items shall be delivered:</P>

<P> (a) By USURF:</P>

<P>  (1) a duly executed Employment Agreement of Douglas O. McKinnon, in the form of Exhibit "E" attached hereto;</P>

<P>  (2) a duly executed Confidentiality Agreement of Douglas O. McKinnon, in the form of Exhibit "F" attached hereto;</P>

<P>  (3) a duly executed Agreement Not to Compete of Douglas O. McKinnon, in the form of Exhibit "G" attached hereto;</P>

<P>  (4) a duly executed Amendment No. 1 to the Employment Agreement of David M. Loflin, in the form of Exhibit "H"
attached hereto;</P>

<P>  (5) a duly executed Amendment No. 1 to the Employment Agreement of Waddell D. Loflin, in the form of Exhibit "I"
attached hereto;</P>

<P>  (6) a duly executed Amendment No. 1 to the Employment Agreement of James Kaufman, in the form of Exhibit "J"
attached hereto;</P>

<P>  (7) a duly executed Termination Agreement of Robert A. Hart IV, in the form of Exhibit "K" attached hereto;</P>

<P>  (8) a duly executed Registration Rights Letter Agreement, in the form of Exhibit "L" attached hereto;</P>

<P>  (9) a duly executed Certificate of the Secretary of USURF, in the form of Exhibit "M" attached hereto;</P>

<P>  (10) a certificate representing 1,562,500 shares of the $.0001 par value common stock of USURF;</P>

<P>  (11) a duly executed common stock purchase warrant, in the form of Exhibit "C" attached hereto, representing 1,562,500
$.15 common stock purchase warrants; and</P>

<P>  (12) a duly executed common stock purchase warrant, in the form of Exhibit "D" attached hereto, representing 1,562,500
$.30 common stock purchase warrants.</P>

<P> (b) By Purchaser:</P>

<P> (1) an Employment Agreement of Douglas O. McKinnon, in the form of Exhibit "E" attached hereto, duly executed by Mr.
McKinnon;</P>

<P>  (2) a Confidentiality Agreement of Douglas O. McKinnon, in the form of Exhibit "F" attached hereto, duly executed by Mr.
McKinnon;</P>

<P>  (3) an Agreement Not to Compete of Douglas O. McKinnon, in the form of Exhibit "G" attached hereto, duly executed by
Mr. McKinnon;</P>

<P>  (4) a Registration Rights Letter Agreement, in the form of Exhibit "L" attached hereto, duly executed by Purchaser; and</P>

<P>  (5) a cashier's check in the amount of $125,000.00, payable to "USURF America, Inc."</P>

<P>VII. FINAL CLOSING</P>

<P> Subject to the conditions precedent set forth in Section X of this Agreement, and the other obligations of the parties set
forth in this Agreement, the Final Closing under this Agreement shall be at the then-corporate offices of USURF America,
Inc., on June 1, 2002, at the hour of 2:00 p.m., or at any other place and date as the parties fix by mutual consent.</P>

<P> At the Final Closing, the following items shall be delivered:</P>

<P> (a) By USURF:</P>

<P>  (1) a certificate representing 1,562,500 shares of the $.0001 par value common stock of USURF;</P>

<P>  (2) a duly executed common stock purchase warrant, in the form of Exhibit "C" attached hereto, representing 1,562,500
$.15 common stock purchase warrants; and</P>

<P>  (3) a duly executed common stock purchase warrant, in the form of Exhibit "D" attached hereto, representing 1,562,500
$.30 common stock purchase warrants.</P>

<P> (b) By Purchaser:</P>

<P> (1) a cashier's check in the amount of $125,000.00, payable to "USURF America, Inc."</P>

<P>VIII. CONDUCT OF THE PARTIES PENDING INITIAL CLOSING</P>

<P> (a) Conduct of Business in Ordinary Course.  USURF shall carry on its business in substantially the same manner as
previous to the date of the mutual execution of this Agreement, and to:</P>

<P>  (1) use its best efforts to maintain its business organization and keep intact, to retain its present employees and to maintain
its goodwill with suppliers, customers and others having business relationships with it;</P>

<BR WP="BR1"><BR WP="BR2">
<P>  (2) exercise due diligence in safeguarding and maintaining confidential reports and data used in its business; and</P>

<P>  (3) maintain its assets and properties in good condition and repair, and not sell or otherwise dispose of any of its assets or
properties, except sales of inventory in the ordinary course of business.</P>

<P> (b) Each of the parties agree that it will use its best efforts to satisfy, or cause to be satisfied, all conditions precedent
contained in this Agreement.</P>

<P>IX. REPRESENTATIONS AND WARRANTIES OF USURF</P>

<P>USURF represents and warrants to Purchaser:</P>

<P>(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.</P>

<P> (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; (5) Missouri Cable TV Corp., a Louisiana corporation; and (6) QuickCell Broadband, Inc., a Louisiana
corporation.</P>

<P> (c) Options, Warrants and Rights. USURF has those outstanding options, warrants or rights, conversion rights or other
agreements for the purchase or acquisition from USURF of any shares of its capital stock as are described in Exhibit "N"
attached hereto.</P>

<P>(d) Issuance of the Securities Comprising 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.</P>

<P> (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 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.  There has been no
materially adverse change in the financial condition of USURF, since the filing of its Quarterly Report on Form 10-QSB for
the period ended September 30, 2001.  The funds derived under this Agreement will be utilized in the manner set forth in
Exhibit "O" attached hereto.</P>

<P> (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 S-1 Registration Statement, and, to the best
knowledge of the officers and directors of USURF, USURF has no contingent liabilities not described in such public
documents.</P>

<P> (g) Litigation. Except as described in USURF's periodic filings with the SEC and the S-1 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 .  None of such actions, if
determined against USURF, would result in a materially adverse effect upon USURF.</P>

<P> (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.</P>

<P> (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.</P>

<P> (j) Franchises and Permits; Taxes and Other Liabilities.  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.  To the knowledge of USURF, it has no outstanding tax
liabilities, no unsatisfied final judgment or valid lien filed against it or any of its property.</P>

<P> (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.</P>

<P>(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.</P>

<P> (m) AMEX Notices.  USURF has not received a notice of delisting, or any similar notice, from the American Stock
Exchange.</P>

<P> (n) Regulatory Compliance.  To the knowledge of USURF, it is in compliance with all applicable environmental regulations
relating to its business operations, as well as all applicable regulations promulgated by the Federal Communications
Commission.</P>

<P> (o) Affiliate Transactions.  USURF has entered into no material transaction with an affiliate of USURF, other than as is
disclosed in the S-1 Registration Statement.</P>

<P> (p) Employee Matters.  To the knowledge of USURF, it is in compliance with all laws and regulations applicable to
employee-related matters.</P>

<P> (q) Suppliers and Customers.  To the knowledge of USURF, its relations with its suppliers and customers are good.</P>

<P>X. REPRESENTATIONS AND WARRANTIES OF PURCHASER</P>

<P> (a) All corporate or other similar action on the part of Purchaser and its officers, directors and shareholders, if required,
necessary for the authorization, execution and delivery of this Agreement, for the performance of Purchaser's obligations
hereunder and for the delivery of the funds has been taken.  This Agreement, when executed and delivered, shall constitute a
legal, valid and binding obligation of Purchaser.</P>

<P> (b) Purchaser 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.</P>

<P> (c) Purchaser 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:</P>

<P> "THE SECURITIES, AND THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, REPRESENTED BY
THIS CERTIFICATE HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION
AFFORDED BY SECTION 4(6) OF THE SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY
NOT BE TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM SUCH
REGISTRATION."</P>

<P>XI. CONDITIONS PRECEDENT TO INITIAL CLOSING</P>

<P> (a) Conditions Precedent to Obligations of Purchaser.  The obligations of Purchaser to consummate the transactions
contemplated in this Agreement shall be subject to the following conditions precedent:</P>

<P>  (1) The representations and warranties of USURF contained in this Agreement shall be true as of the Initial Closing Date,
with the same effect as though made on the Initial Closing Date. USURF shall have performed all obligations and complied
with all covenants required by this Agreement to be performed or complied with by it prior to the Initial Closing Date.</P>

<P>  (2) Each of the following agreements shall have been executed by the named parties, at or before the Initial Closing, which
agreements are incorporated herein by this reference the same as if fully copied and set forth at length:</P>

<P>   (A) Douglas O. McKinnon and USURF shall have executed an Employment Agreement in the form of Exhibit "E"
attached hereto;</P>

<P>   (B) Douglas O. McKinnon and USURF shall have executed, at or prior to the Closing, a Confidentiality Agreement in the
form attached hereto as Exhibit "F";</P>

<P>   (C) Douglas O. McKinnon and USURF shall have executed, at or prior to the Closing, an Agreement Not to Compete in
the form attached hereto as Exhibit "G";</P>

<P>   (D) David M. Loflin and USURF shall have executed an Amendment No. 1 to Employment Agreement in the form of
Exhibit "H" attached hereto;</P>

<P>   (E) Waddell D. Loflin and USURF shall have executed an Amendment No. 1 to Employment Agreement in the form of
Exhibit "I" attached hereto;</P>

<P>   (F) James Kaufman and USURF shall have executed an Amendment No. 1 to Employment Agreement in the form of
Exhibit "J" attached hereto;</P>

<P>   (G) Robert A. Hart IV and USURF shall have executed a Termination Agreement in the form of Exhibit "K" attached
hereto; and</P>

<P> (H) Purchaser and USURF shall have executed, at or prior to the Closing, a Registration Rights Letter Agreement in the
form attached hereto as Exhibit "L".</P>

<P>  (3) No action or proceeding by any governmental body or agency shall be threatened, asserted or instituted that prohibits
the consummation of the transactions contemplated by this Agreement.</P>

<P>  (4) USURF shall not have terminated any contracts prior to the Initial Closing Date that, in the aggregate, would materially
and adversely affect its business.</P>

<P> (b) Conditions Precedent to Obligations of USURF.  The obligations of USURF to consummate the transactions
contemplated in this Agreement shall be subject to the following conditions precedent:</P>

<P> (1) The representations and warranties of Purchaser contained in this Agreement shall be true as of the Initial Closing Date,
with the same effect as though made on the Initial Closing Date. Purchaser shall have performed all obligations and complied
with all covenants required by this Agreement to be performed or complied with by it prior to the Initial Closing Date.</P>

<P>  (2) Each of the following agreements shall have been executed by the named parties, at or before the Initial Closing, which
agreements are incorporated herein by this reference the same as if fully copied and set forth at length:</P>

<P>   (A) Douglas O. McKinnon and USURF shall have executed an Employment Agreement in the form of Exhibit "E"
attached hereto;</P>

<P>   (B) Douglas O. McKinnon and USURF shall have executed, at or prior to the Closing, a Confidentiality Agreement in the
form attached hereto as Exhibit "F";</P>

<P>   (C) Douglas O. McKinnon and USURF shall have executed, at or prior to the Closing, an Agreement Not to Compete in
the form attached hereto as Exhibit "G";</P>

<P>   (D) David M. Loflin and USURF shall have executed an Amendment No. 1 to Employment Agreement in the form of
Exhibit "H" attached hereto;</P>

<P>   (E) Waddell D. Loflin and USURF shall have executed an Amendment No. 1 to Employment Agreement in the form of
Exhibit "I" attached hereto;</P>

<P>   (F) James Kaufman and USURF shall have executed an Amendment No. 1 to Employment Agreement in the form of
Exhibit "J" attached hereto;</P>

<P>   (G) Robert A. Hart IV and USURF shall have executed a Termination Agreement in the form of Exhibit "K" attached
hereto; and</P>

<P>   (H) Purchaser and USURF shall have executed, at or prior to the Closing, a Registration Rights Letter Agreement in the
form attached hereto as Exhibit "L".</P>

<P>XII. CONDITIONS PRECEDENT TO FINAL CLOSING</P>

<P> (a) Conditions Precedent to Obligations of Purchaser.  The obligations of Purchaser to consummate the transactions
contemplated in this Agreement shall be subject to the following conditions precedent:</P>

<P>  (1) The representations and warranties of USURF contained in this Agreement shall be true as of the Final Closing Date,
with the same effect as though made on the Final Closing Date. USURF shall have performed all obligations and complied
with all covenants required by this Agreement to be performed or complied with by it prior to the Final Closing Date.</P>

<P> (2) The following shall have occurred, at or before the Final Closing:</P>

<P>   (A) The Board of Directors of USURF shall have elected two persons designated by Purchaser, in writing at least seven
days prior to the Final Closing, as directors of USURF, effective immediately upon the completion of the Final Closing
under this Agreement.</P>

<P>  (3) No action or proceeding by any governmental body or agency shall be threatened, asserted or instituted that prohibits
the consummation of the transactions contemplated by this Agreement.</P>

<P>  (4) USURF shall not have terminated any contracts prior to the Final Closing Date that, in the aggregate, would materially
and adversely affect its business.</P>

<P> (b) Conditions Precedent to Obligations of USURF.  The obligations of USURF to consummate the transactions
contemplated in this Agreement shall be subject to the following conditions precedent:</P>

<P>  (1) The representations and warranties of Purchaser contained in this Agreement shall be true as of the Final Closing Date,
with the same effect as though made on the Final Closing Date. Purchaser shall have performed all obligations and complied
with all covenants required by this Agreement to be performed or complied with by it prior to the Final Closing Date.</P>

<P>XIII. ACTIONS OF USURF FOLLOWING INITIAL CLOSING</P>

<P> It is specifically agreed by the parties that, following the Initial Closing hereunder, USURF shall:</P>

<P>  (a) move the corporate offices of USURF to Denver, Colorado, at such time as USURF's then-President deems
appropriate;</P>

<P>  (b) continue all current manufacturing activities of USURF being conducted in Baton Rouge, Louisiana, for a period of not
less than six months from the Closing Date hereunder, and that adequate funding therefor shall be appropriated for such
activities;</P>

<P>  (c) pursue USURF's current business plan for the development of its proprietary Quick-Cell Fixed-Wireless Internet access
business, including, without limitation, the development of its Del Rio, Texas, market, as well as the other South Texas cities
in which USURF has conducted engineering activities; provided, however, that USURF's then-President may, in his sole
business judgment, determine also to pursue USURF's Quick-Cell Fixed-Wireless Internet access business in other cities
within or without the State of Texas; and</P>

<P>  (d) continue to pursue means of strengthening the market for the common stock of USURF, it being agreed by the parties
that such efforts are in the best interest of the shareholders of USURF.</P>

<P>XIV. MISCELLANEOUS</P>

<P>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 Initial and Final Closings hereunder, and shall be binding
upon, and inure to the benefit of, the parties and their respective successors and assigns.</P>

<P> 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 Denver,
Colorado, 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.</P>

<P>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 Colorado.</P>

<P>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.</P>

<P>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.</P>

<P> 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.</P>

<P>IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.</P>

<BR WP="BR1"><BR WP="BR2">
<P>"USURF":</P>

<P>USURF AMERICA, INC.</P>

<P>By: /s/ DAVID M. LOFLIN</P>

<P>David M. Loflin</P>

<P>President</P>

<BR WP="BR1"><BR WP="BR2">
<P>"PURCHASER":</P>

<P>EVERGREEN VENTURE PARTNERS, LLC.</P>

<P>By: /s/ DOUGLAS O. MCKINNON</P>

<P>Name: Douglas O. McKinnon</P>

<P>Title: Member</P>

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<P STYLE="text-align: CENTER">___________________</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">EXHIBIT 10.2</P>

<P STYLE="text-align: CENTER">___________________</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>April 15, 2002</P>

<BR WP="BR1"><BR WP="BR2">
<P>Evergreen Venture Partners, LLC</P>

<P>2104 Ridge Plaza</P>

<P>Castle Rock, CO 80104</P>

<P STYLE="text-align: RIGHT">Registration Rights Letter Agreement</P>

<P>Gentlemen:</P>

<BR WP="BR1"><BR WP="BR2">
<P>  This letter will confirm our agreement and understanding with respect to certain rights to register, under the Securities Act
of 1933, as amended (the "Act"), and applicable state securities laws ("Blue Sky Laws"), the offer and sale of up to
9,375,000 shares (the "Subject Shares") of the $.0001 par value common stock of USURF America, Inc., a Nevada
corporation (the "Company"), 6,250,000 of which shares underlie certain common stock purchase warrants (the "Warrants")
of the Company, purchased by you.  It is our understanding that:</P>

<P> 1. Registration Rights.  At any time from the date hereof, you may demand on one occasion, in writing, the registration
under the Act for sale the Subject Shares underlying the Warrants owned by you.  Upon receipt of your written demand for
registration, the Company will take steps to register your Subject Shares in a registration statement (the "Registration
Statement") under the Act.  Your right to such registration may be exercised one time only.  Should the Company elect to
include the Subject Shares in a Registration Statement prior to your demand having been made, the Company will notify you
of such fact.  This election by the Company to include the Subject Shares shall be deemed to satisfy your demand right of
registration, whether or not you elect to have the Subject Shares included in such Registration Statement.</P>

<P> 2. Expenses.  All expenses incurred in connection with the registration of the Subject Shares requested pursuant to Section
1, including, without limitation, all accounting and printing costs and fees, filing fees and reasonable attorney fees incurred,
shall be paid by the Company.  The Company reserves the right to include additional selling shareholders in any registration
proceeding contemplated hereby.</P>

<P> 3. Registration Procedures.  At such time as the Company is required to register any of the Subject Shares hereunder, the
Company will promptly:</P>

<P>  (a) prepare and file, in a timely manner, with the Securities and Exchange Commission (the "Commission"), a Registration
Statement with respect to the Subject Shares and use its best efforts to cause such Registration Statement to become
effective, such Registration Statement to comply as to form and content and in all material respects to the Commission's
forms, rules and regulations;</P>

<P>  (b) prepare and file with the Commission such amendments and supplements to the Registration Statement, the prospectus
and any summary or preliminary prospectus forming a part of, and used in connection therewith, as may be necessary to
keep such Registration Statement and prospectus effective and current and to comply with the provisions of the Act with
respect to the disposition of all of the Subject Shares and other securities, if any, covered by such Registration Statement
until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such Registration Statement or the expiration of two years after such
Registration Statement becomes effective; and will furnish to you prior to the filing thereof a copy of any amendment or
supplement to such Registration Statement or prospectus and shall not file any such amendment or supplement to which you
shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects
with the requirements of the Act or the rules or regulations thereunder;</P>

<P>  (c) furnish to you such number of conformed copies of such Registration Statement and of each such amendment and
supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such
Registration Statement (including each preliminary prospectus and any summary prospectus), all in conformity as to form
and substance with the requirements of the Act, such number of copies of documents, if any, incorporated by reference in
such Registration Statement or prospectus, and such other documents, as you may reasonably request;</P>

<P>  (d) use its best efforts to register or qualify all the Subject Shares covered by such Registration Statement under such other
securities or blue sky laws of such U.S. jurisdictions, as reasonably requested by you, that permit "registration by
coordination" of securities offerings (the Company shall not be required to register or qualify the Subject Shares in any state
invoking merit review authority), to keep such registration or qualification in effect for a minimum of 120 days after its initial
effective date, and do any and all other acts and things which may be necessary or advisable to enable you to consummate
the disposition in such jurisdictions of your Subject Shares covered by such Registration Statement, except that the
Company shall not, for any such purpose, be required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not, but for the requirements of this subdivision (d), be obligated to be so qualified, or to
subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;</P>

<P>  (e) furnish to you a signed counterpart, addressed to you, of (i) an opinion of counsel for the Company, dated the effective
date of such Registration Statement, and (ii) a "comfort" letter, dated the effective date of such Registration Statement,
signed by the independent public accountants who have certified the Company's financial statements included in such
Registration Statement, covering substantially the same matters with respect to such Registration Statement (and the
prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of
such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities and such other legal and financial matters, as you may reasonably
request;</P>

<P>  (f) immediately notify you, at any time, when a prospectus relating thereto is required to be delivered under the Act, upon
discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and, at
your request, prepare and furnish to you a reasonable number of copies of a supplement to, or an amendment of, such
prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Subject Shares, such prospectus shall
not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances then existing;</P>

<P>  (g) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available
to its securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
months beginning with the first month of the first fiscal quarter after the effective date of such Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the Act; and</P>

<P>  (h) provide and cause to be maintained a transfer agent and registrar for the Subject Shares covered by such Registration
Statement from and after a date not later than the effective date of such Registration Statement.</P>

<P>  The Company may require you to furnish the Company such information regarding your sales of the Subject Shares as the
Company may from time to time reasonably request in writing and as shall be required by law or by the Commission in
connection therewith.  Such information shall be furnished in writing by you stating that it is for use in the preparation of
such Registration Statement and all prospectuses and supplements or amendments thereto.</P>

<P> 4. Preparation; Reasonable Investigation.  In connection with the preparation and filing of the Registration Statement
registering your Subject Shares under the Act, the Company will give you and your underwriters, if any, and your counsel
and accountants at your own expense, the opportunity to participate in the preparation of such Registration Statement, each
prospectus included therein and filed with the Commission and each amendment thereof or supplement thereto, and will give
each of them such access to its books and records and such opportunities to discuss the business of the Company with its
officers and the independent public accountants who have certified its financial statements as shall be necessary in the
opinion of you and such underwriter or your respective counsel, to conduct a reasonable investigation within the meaning of
the Act.</P>

<P> 5. Indemnification.</P>

<P>   (a) Indemnification by the Company.  In the event of registration of your Subject Shares under the Act, the Company will,
and hereby does, indemnify and hold you harmless, against any and all losses, claims, damages, liabilities or expenses, joint
or several (including, without limitation, the costs and expenses of investigating, preparing for and defending any legal
proceeding, including reasonable attorneys' fees) to which you may become subject under the Act or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of, or are based
upon, (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement under
which your Subject Shares were registered under the Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein,
or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will reimburse you for any legal or any other expenses reasonably
incurred by you in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided,
however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or
expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon, and in conformity with, written information
furnished to the Company through an instrument duly executed by you stating that it is for use in the preparation thereof.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of you and shall
survive the transfer of the Subject Shares by you.</P>

<P>  (b) Indemnification by You.  In the event of registration of your Subject Shares under the Act, pursuant to which you offer
or sell Subject Shares covered by such Registration Statement, you will, and hereby do, indemnify and hold harmless (in the
same manner and to the same extent as set forth in subdivision (a) of this Section 5) the Company, each director of the
Company, each officer of the Company who shall sign such Registration Statement and each other person, if any, who
controls the Company within the meaning of the Act, with respect to any statement in, or omission from, such Registration
Statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or
supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by you specifically stating that it is for use in the preparation
of such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or
any such director, officer or controlling person and shall survive the transfer of Subject Shares by you.</P>

<P>  (c) Notice of Claims, etc.  Promptly after receipt by an indemnified party of notice of the commencement of any action or
proceeding involving a claim referred to in the preceding subdivisions of this Section 5, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement
of such action, provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve
the indemnifying party of its obligations under the preceding subdivisions of this Section 5.  In case any such action is
brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between
such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to
participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent
that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof
other than reasonable costs of investigation.  No indemnifying party shall, without the consent of the indemnified party,
consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional
release from all liability in respect to such claim or litigation.</P>

<P>  (d) Indemnification Payments.  The indemnification required by this Section 5 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or
liability is incurred.</P>

<BR WP="BR1"><BR WP="BR2">
<P>  (e) Contribution.  If the indemnification provided for in this Section 5 is held by a court of competent jurisdiction to be
unavailable with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, damage or expense, in such manner as the underwriter(s) shall require in the
underwriting agreement and, to the extent not specified therein with respect to any indemnified party contemplated by this
Section 5 as entitled to indemnification, in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of such indemnified party on the other in connection with the actual or alleged statements or
omissions which resulted in such loss, liability, damage or expense, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and of such indemnified party shall be determined by reference to, among other
things, whether the untrue or allegedly untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or by such indemnified party and the parties' relative
intent, knowledge, access to information and opportunities to correct or prevent such statement or omission.  The indemnity
and contribution provided herein shall be in addition to, and not in lieu of, any other liability that one party may have to
another.</P>

<P>  6.  Arbitration.  In the event of any dispute between the parties arising out of this Agreement, relating to any question of
contract or tort, including any claims allegedly based on a violation of any securities laws or regulations, state or federal,
both the Company and you agree to submit such dispute through the American Arbitration Association (the "Association")
at the Association's Denver, Colorado, 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.</P>

<P> 7. Amendments and Waivers.  This Agreement may be amended and the Company may take any action herein prohibited, or
omit to perform any act herein required to be performed by it, only if the Company shall have obtained your written consent
to such amendment, action or omissions to act.</P>

<P> 8. Notices.  Notices and other communications under this Agreement shall be in writing and shall be sent by registered mail,
postage prepaid, addressed:</P>

<P>  (a) if to you, at the address shown above, unless you have advised the Company in writing of a different address as to
which notices shall be sent under this Agreement; and</P>

<P>  (b) if to the Company, at 8748 Quarters Lake Road, Baton Rouge, Louisiana 70809, to the attention of the President of the
Company, or to such other address as the Company shall have furnished to you.</P>

<P> 9. Miscellaneous.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto, whether so expressed or not.  This Agreement embodies the entire agreement
and understanding between the Company and you with respect to the subject matter hereof and supersedes all prior
agreements and understandings relating to the subject matter hereof.  This Agreement shall be construed and enforced in
accordance with, and governed by, the law of the State of Colorado.  The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.  This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one instrument.</P>

<P> If the foregoing correctly sets forth our agreement, please so indicate by executing a counterpart of this letter in the space
provided below and returning it to us.</P>

<P> Yours very truly,</P>

<P>USURF AMERICA, INC.</P>

<P>By: /s/ DAVID M. LOFLIN</P>

<P>David M. Loflin</P>

<P>President</P>

<P>AGREED AND ACCEPTED as of the date and year first above written:</P>

<P>EVERGREEN VENTURE PARTNERS, LLC</P>

<P>By: /s/ DOUGLAS O. MCKINNON</P>

<P>Name: Douglas O. McKinnon</P>

<P>Title: Member</P>

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<p style="text-align: center">____________________</p>
<p style="text-align: center">EXHIBIT 10.3</p>
<p style="text-align: center">____________________</p>
<br>
<br>
<p style="text-align: center">EMPLOYMENT AGREEMENT</p>
<br>
<p>THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between USURF
America, Inc., a duly organized Nevada corporation (&#8220;Employer&#8221;), and Douglas O. McKinnon, a
resident of the State of Colorado (&#8220;Employee&#8221;).</p>
<p>W I T N E S S E T H:</p>
<p>WHEREAS, Employer is in need of persons with experience at the executive level in developing
the business operations of start-up companies, such as Employer;</p>
<p>WHEREAS, Employee has a substantial amount of the executive experience needed by
Employer; and</p>
<p>WHEREAS, Employee is willing to be employed by Employer, and Employer is willing to
employ Employee, on the terms, covenants and conditions hereinafter set forth; and</p>
<p>WHEREAS, Employer and its affiliates have accumulated valuable and confidential information,
including, without limitation, trade secrets and know-how relating to technology, equipment,
marketing plans, acquisition plans, sources of supply, business strategies and other business
records; and</p>
<p>WHEREAS, the giving of the covenants contained herein is a condition precedent to the
employment of Employee by Employer and Employee acknowledges that the execution of this
Agreement and the entering into of these covenants is an express condition of his employment by
Employer and that said covenants are given in consideration for such employment and the other
benefits conferred upon him by this Agreement; and</p>
<p>NOW, THEREFORE, in consideration of such employment and other valuable consideration, the
receipt and adequacy of which is hereby acknowledged, Employer and Employee hereby agree as
follows:</p>
<p>SECTION I.  EMPLOYMENT OF EMPLOYEE</p>
<p>&#160;Employer hereby employs, engages and hires Employee as President and Chief Executive
Officer of Employer, and Employee hereby accepts and agrees to such hiring, engagement and
employment, subject to the general supervision and pursuant to the orders, advice and direction
of the Board of Directors of Employer. Employee shall perform duties as are customarily
performed by one holding such position in other, same or similar businesses or enterprises as that
engaged in by Employer, and shall also additionally render such other and unrelated services and
duties as may be assigned to him from time to time by Employer.</p>
<p>&#160;Employee shall devote  all necessary efforts to the performance of his duties as President and
Chief Executive Officer of Employer.</p>
<p>SECTION II.  EMPLOYEE&#8217;S PERFORMANCE</p>
<p>&#160;Employee hereby agrees that he will, at all times, faithfully, industriously and to the best of his
ability, experience and talents, perform all of the duties that may be required of and from him
pursuant to the express and implicit terms hereof, to the reasonable satisfaction of Employer.</p>
<p>SECTION III.  COMPENSATION OF EMPLOYEE</p>
<p>&#160;Employer shall pay Employee, and Employee shall accept from Employer, in full payment for
Employee's services hereunder, compensation as follows:</p>
<p>&#160;A. Bonus.  In consideration of Employee&#8217;s executing this Employment Agreement, Employer
shall issue to Employee, as a bonus, 3,000,000 shares of its $.0001 par value common stock.  It is
agreed by Employer and Employee that such bonus shares shall be valued at the closing price for
Employer&#8217;s common stock, as reported by the American Stock Exchange, on the day
immediately preceding the date as of which this Employment Agreement is executed.</p>
<p>&#160;B. Salary.  Employee shall be paid as and for a salary the sum of $180,000 per year, which salary
shall be payable in equal installments on the 1st and 15th days of each calendar month, in arrears,
subject to deduction of all lawful and required withholding.</p>
<p>&#160;C. Insurance and Other Benefits.  As further consideration for the covenants contained herein,
Employer will provide Employee with such insurance, welfare, sick leave and other benefits as
may be established by Employer from time to time with respect to its employees in accordance
with Employer&#8217;s established procedures.  Employee shall be entitled to Directors&#8217; and Officers&#8217;
indemnification insurance coverage to the same extent as is provided to other persons employed
as officers of Employer.</p>
<p>&#160;D. Other Compensation Plans.  Employee shall be entitled to participate, to the same extent as is
provided to other persons employed by Employer, in any future stock bonus plan, stock option
plan or employee stock ownership plan of Employer.</p>
<p>&#160;E. Expenses.  It is acknowledged that, during the term of employment, Employee will be
required to incur ordinary and necessary business expenses on behalf of Employer in connection
with the performance of his duties hereunder.  Employer shall reimburse Employee promptly the
amount of all such expenses upon presentation of itemized vouchers or other evidence of those
expenditures.  Any single expense item in excess of $1,000.00 shall be approved by Employer
prior to the incurrence of such expense.</p>
<p>&#160;F. Vacations.  Employee shall be entitled to three (3) weeks paid vacation each year for the term
of this Agreement.  Such vacations shall be taken at such times as Employer designates as to
time-of-year.  Vacation time can be accumulated year-to-year up to three years maximum.</p>
<p>SECTION IV.  COMPANY POLICIES</p>
<p>&#160;Employee agrees to abide by the policies, rules, regulations or usages applicable to Employee as
established by Employer from time to time and provided to Employee in writing.</p>
<p>SECTION V.  CONFIDENTIALITY AGREEMENT; NON-COMPETITION AGREEMENT</p>
<p>&#160;A. In consideration of Employer&#8217;s executing this Agreement, Employee shall have executed,
prior to the execution of this Agreement, a Confidentiality Agreement (the &#8220;Confidentiality
Agreement&#8221;), in the form attached hereto as Exhibit &#8220;A&#8221;.</p>
<p>&#160;B.In consideration of Employer&#8217;s executing this Agreement, Employee agrees, effective as of the
date hereof, to sign and be bound by the obligations of an Agreement Not to Compete (the &#8220;Non-Competition Agreement&#8221;), in the form attached hereto as Exhibit &#8220;B&#8221;.</p>
<p>&#160;C.The obligations under the Confidentiality Agreement and the Non-Competition Agreement
shall survive the termination of this Agreement.</p>
<p>SECTION VI.  TERM AND TERMINATION</p>
<p>&#160;A. Term.  The term of this Agreement shall be a period of three years, commencing on the date
hereof.  At the expiration date, this Agreement shall be renewed for additional one-year periods,
provided neither party hereto submits a written notice of termination within sixty (60) days prior
to the termination of either the initial term hereof or any renewal term.</p>
<p>&#160;B.Termination.  Employer agrees not to terminate this Agreement except for "just cause", and
agrees to give Employee written notice of its belief that acts or events constituting "just cause"
exist.  Employee has the right to cure, within thirty (30) days of Employer's giving of such notice,
the acts, events or conditions which led to Employer's notice.  For purposes of this Agreement,
"just cause" shall mean (1) the willful failure or refusal of Employee to implement or follow the
written policies or directions of Employer's Board of Directors, provided that Employee's failure
or refusal is not based upon Employee's belief in good faith, as expressed to Employer in writing,
that the implementation thereof would be unlawful; (2) conduct which is inconsistent with
Employee's position with Employer and which results in a material adverse effect (financial or
otherwise) or misappropriation of assets of Employer; (3) conduct which violates the provisions
contained in the Confidentiality Agreement or the Non-Competition Agreement; (4) the
intentional causing of material damage to Employer's physical property; and (5) any act involving
personal dishonesty or criminal conduct against Employer.</p>
<p>Although Employer retains the right to terminate Employee for any reason not specified above,
Employer agrees that if it discharges Employee for any reason other than just cause, as is solely
defined above, Employee will be entitled to full compensation, including participation in all
benefit programs, for one year or the remainder of the current term, original or renewal, as the
case may be, of employment, whichever is more.</p>
<p>Notwithstanding the provisions of paragraph C below, if Employee should cease his employment
hereunder voluntarily for any reason, or is terminated for just cause, all compensation and
benefits payable to Employee shall thereupon, without any further writing or act, cease, lapse and
be terminated.  However, all defined compensation, benefits and reimbursements which accrued
prior to Employee's ceasing employment or termination, will become immediately due and
payable and shall be payable to Employee&#8217;s estate should his employment cease due to death.</p>
<p>Notwithstanding the provisions of paragraph C below, should Employee voluntarily cease his
employment, Employee retains the right to participate for the period of this Agreement in
Employee's medical insurance plan and will be responsible for 100% of the cost of participation.</p>
<p>&#160;C. Employee&#8217;s Right to Terminate.</p>
<p>&#160;&#160;(1) Change in Control of Employer.  If, at any time during the term of this Agreement, including
any renewal term, Employer (a) shall issue an amount of stock, in a single transaction or a related
series of transactions, in excess of 50% of the then-outstanding common stock of Employer, as
measured after the completion of such transaction, (b) sell all or substantially of its assets, or (c)
have in excess of 50% of its stock purchased by a single buyer or group of buyers, then Employee
may, in his sole discretion, terminate his employment hereunder and Employer shall be liable to
Employee for all compensation remaining to be paid to Employee during the then-current term
hereof, plus an additional one year period.  In this regard, Employer shall be permitted to make
the required payments to Employee on the terms established in Section III hereof.</p>
<p>&#160;&#160;(2) Termination for Cause.  If, at any time during the term of this Agreement, including any
renewal term, Employer should change the responsibilities of Employee hereunder, then
Employee may, in his sole discretion, terminate his employment hereunder and Employer shall
be liable to Employee for all compensation remaining to be paid to Employee during the then-current term hereof, plus an additional one year period.  In this regard, Employer shall be
permitted to make the required payments to Employee on the terms established in Section III
hereof.</p>
<p>SECTION VII.  COMPLETE AGREEMENT</p>
<p>&#160;This Agreement contains the complete agreement concerning the employment arrangement
between the parties hereto and shall, as of the effective date hereof, supersede all other
agreements between the parties.  The parties hereto stipulate that neither of them has made any
representation with respect to the subject matter of this Agreement or any representations
including the execution and delivery hereof, except such representations as are specifically set
forth herein and each of the parties hereto acknowledges that he or it has relied on his or its own
judgment in entering into this Agreement.  The parties hereto further acknowledge that any
payments or representations that may have heretofore been made by either of them to the other
are of no effect and that neither of them has relied thereon in connection with his or its dealings
with the other.</p>
<p>SECTION VIII.  WAIVER; MODIFICATION</p>
<p>&#160;The waiver by either party of a breach or violation of any provision of this Agreement shall not
operate as, or be construed to be, a waiver of any subsequent breach hereof.  No waiver or
modification of this Agreement or of any covenant, condition or limitation herein contained shall
be valid unless in writing and duly executed by the party to be charged therewith and no evidence
of any waiver or modification shall be offered or received in evidence of any proceeding or
litigation between the parties hereto arising out of, or affecting, this Agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in writing, duly
executed as aforesaid, and the parties further agree that the provisions of this Section IX may not
be waived except as herein set forth.</p>
<p>SECTION IX.  SEVERABILITY</p>
<p>&#160;All agreements and covenants contained herein are severable, and in the event any one of them,
with the exception of those contained in Sections I, III, IV and V hereof, shall be held to be
invalid in any proceeding or litigation between the parties, this Agreement shall be interpreted as
if such invalid agreements or covenants were not contained herein.</p>
<p>SECTION X.  NOTICES</p>
<p>&#160;Any and all notices will be sufficient if furnished in writing, sent by registered mail to his last
known residence, in case of Employee, or, in case of Employer, to its principal office address.</p>
<p>SECTION XI.  CORPORATE AUTHORITY OF EMPLOYER</p>
<p>&#160;The execution of this Agreement by Employer has been approved by the Executive Committee
of the Board of Directors of Employer.</p>
<p>SECTION XII.  REPRESENTATIONS OF EMPLOYEE</p>
<p>&#160;A. Employee hereby represents to Employer that he is under no legal disability with respect to
his entering into this Agreement.</p>
<p>&#160;B. Receipt of Disclosure.  Employee hereby represents and warrants that he has received and
reviewed (1) Employer&#8217;s Annual Report on Form 10-KSB/A for the year ended December 31,
2000, as filed with the SEC, (2) Employer&#8217;s Quarterly Reports on Form 10-QSB, as filed with
the SEC, (3) Employer&#8217;s Current Reports on Form 8-K, as amended and as filed with the SEC,
and (4) Employer&#8217;s Registration Statement on Form S-1, as filed with the SEC on February 15,
2002.  With respect to such information, Employee further represents and warrants that he has
had an opportunity to ask questions of, and to receive answers from, the officers of Employer.</p>
<p>&#160;C. Representations Relating to Employer Common Stock.  Employee represents and warrants to
Employer that the shares of Employer common stock being acquired pursuant to this
Employment Agreement are being acquired for his own account and for investment and not with
a view to the public resale or distribution of such shares and further acknowledges that the shares
being issued have not been registered under the Securities Act or any state securities law and are
&#8220;restricted securities&#8221;, as that term is defined in Rule 144 promulgated by the SEC, and must be
held indefinitely, unless they are subsequently registered or an exemption from such registration
is available.</p>
<p>&#160;D. Consent to Legend.  Employee consents to the placement of a legend restricting future
transfer on the share certificates representing the Employer common stock delivered hereunder,
which legend shall be in the following, or similar, form:</p>
<p>&#8220;THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN
RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION
4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED.  THE STOCK MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT
FROM SUCH REGISTRATION.&#8221;</p>
<p>SECTION XIII.  COUNTERPARTS</p>
<p>&#160;This Agreement may be executed in duplicate counterparts, each of which shall be deemed an
original and, together, shall constitute one and the same agreement, with one counterpart being
delivered to each party hereto.</p>
<p>SECTION XIV.  BENEFIT</p>
<p>&#160;The provisions of this Agreement shall extend to the successors, surviving corporations and
assigns of Employer and to any purchaser of substantially all of the assets and business of
Employer.  The term "Employer" shall be deemed to include Employer, any joint venture,
partnership, limited liability company, corporation or other juridical entity, in which Employer
shall have an interest, financial or otherwise.</p>
<p>SECTION XV.  ARBITRATION</p>
<p>&#160;The parties agree that any dispute arising between them related to this Agreement or the
performance hereof shall be submitted for resolution to the American Arbitration Association for
arbitration in the Denver, Colorado, office of the Association under the then-current rules of
arbitration.  The Arbitrator or Arbitrators shall have the authority to award to the prevailing party
its reasonable costs and attorneys fees.  Any award of the Arbitrators may be entered as a
judgment in any court competent jurisdiction.</p>
<p>&#160;Notwithstanding the provisions contained in the foregoing paragraph, the parties hereto agree
that Employer may, at its election and without delivering the notice to Employee required in
Section VI(B) hereof, seek injunctive or other equitable relief from a court of competent
jurisdiction for a violation or violations by Employee of the Confidentiality Agreement or the
Non-Competition Agreement.</p>
<p>SECTION XVI.  LEGAL REPRESENTATION</p>
<p>&#160;Employer and Employee both acknowledge that each has utilized separate legal counsel with
respect to this Agreement.  Specifically, Employee acknowledges that the law firm of Newlan &amp;
Newlan has drafted this Agreement on behalf of Employer.  EMPLOYEE IS ADMONISHED
TO SEEK HIS OWN LEGAL COUNSEL.</p>
<p>SECTION XVII.  GOVERNING LAW</p>
<p>&#160;It is the intention of the parties hereto that this Agreement and the performance hereunder and all
suits and special proceedings hereunder be construed in accordance with and under and pursuant
to the laws of the State of Colorado, and that, in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason of this
Agreement, the laws of the State of Colorado shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to the jurisdiction in which any such
action or special proceeding may be instituted.</p>
<p>&#160;IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 15th day of
April, 2002.</p>
<p>USURF AMERICA , INC.</p>
<br>
<p>By: /s/ DAVID M. LOFLIN</p>
<p>David M. Loflin</p>
<p>President</p>
<br>
<br>
<p>/s/ DOUGLAS O. MCKINNON</p>
<p>Douglas O. McKinnon</p>
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<P>April 15, 2002</P>

<BR WP="BR1"><BR WP="BR2">
<P>USURF America, Inc.</P>

<P>8748 Quarters Lake Road</P>

<P>Baton Rouge, Louisiana 70809</P>

<BR WP="BR1"><BR WP="BR2">
<P>Re: Confidentiality Agreement</P>

<BR WP="BR1"><BR WP="BR2">
<P>Gentlemen:</P>

<P>In connection with the execution of an employment agreement (the "Employment Agreement") between the undersigned and
USURF America, Inc. (together with affiliates, the "Company"), the Company will furnish to the undersigned certain
information concerning its business, financial position, operations, business contacts, assets and liabilities, as well as certain
items of equipment useful in the Wireless Internet access business.  As a condition to such information's being furnished to
the undersigned and as a condition to the undersigned's entering into an employment agreement with the Company, the
undersigned agrees to treat any information concerning the Company (whether prepared by the Company, its advisors, or
otherwise, and irrespective of the form of communication) which is furnished to the undersigned now or in the future by or
on behalf of the Company (together with the material described below, herein collectively referred to as the "Confidential
Material") in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions
hereinafter set forth.</P>

<P> The undersigned understands that the term "Confidential Material" also includes all notes, analysis, compilations, studies,
interpretations or other documents prepared by the Company or its representatives which contain, reflect or are based upon,
in whole or in part, the information furnished to the undersigned.  The term "Confidential Material" does not include
information which (A) is or becomes generally available to the public other than as a result of a disclosure by the
undersigned, or (B) was lawfully within the undersigned's possession prior to its being furnished to the undersigned by or on
behalf of the Company, provided that the source of such information was not known by the undersigned to be bound by a
confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any
other party with respect to such information, or (C) is disclosed to the undersigned by a third party, provided that such third
party was not known by the undersigned to be bound by a confidentiality agreement with, or other contractual, legal or
fiduciary obligation of confidentiality to, the Company or any other party with respect to such information.</P>

<P> The undersigned hereby agrees that he will use the Confidential Material solely in connection with the undersigned's
performance of his duties under the employment agreement, that the Confidential Material will be kept confidential and that
the undersigned will not disclose any of the Confidential Material in any manner whatsoever.</P>

<P> The undersigned hereby agrees that he shall not reverse engineer, reverse assemble or otherwise attempt to recreate or
duplicate any model or working model capable of performing the functions of any portion or all of the Company's Wireless
Internet access system included in the Confidential Material.</P>

<P> In the event that the undersigned is requested or required (by oral questions, interrogatories, requests for information or
documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the
Confidential Material, the undersigned will provide the Company with prompt written notice of any such request or
requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with
the provisions of this letter agreement.  If, in the absence of a protective order or other remedy or the receipt of a waiver by
the Company, the undersigned is, nonetheless, in the opinion of counsel, legally compelled to disclose Confidential Material,
the undersigned may, without liability hereunder, disclose only that portion of the Confidential Material specifically required
by an order of Court.  Additionally, the undersigned shall make every reasonable effort and take every reasonable action,
including, without limitation, by cooperating with the Company, to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the Confidential Material.</P>

<P> Upon termination of the Employment Agreement or at any time upon the request of the Company, the undersigned will
promptly deliver to the Company or certify destruction of, at the Company's direction, all Confidential Material (and all
copies thereof) furnished to the undersigned by or on behalf of the Company pursuant hereto.  All oral Confidential Material
provided to the undersigned shall continue to be held confidential hereunder.  Notwithstanding the return or destruction of
the Confidential Material, the undersigned will continue to be bound by obligations of confidentiality hereunder.</P>

<P> The undersigned agrees that the Company, without prejudice to any rights to judicial relief he may otherwise have, shall be
entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of
this letter agreement and that the undersigned will not oppose the granting of such relief.  The undersigned also agrees that
he will not seek and agrees to waive any requirement for the securing and posting of a bond in connection with the
Company's seeking or obtaining such relief.  In the event of litigation relating to this letter agreement, if a court of
competent jurisdiction determines that the undersigned has breached this letter agreement, then the undersigned will be liable
to pay to the Company the reasonable legal fees incurred in connection with such litigation, including any appeal therefrom.
Also, in the event a court of competent jurisdiction determines that the undersigned has not breached this letter agreement,
then the Company will be liable to pay to the undersigned the reasonable legal fees incurred in connection with such
litigation, including any appeal therefrom.</P>

<P> This letter agreement is for the benefit of the Company, and shall be construed (both as to validity and performance) and
enforced in accordance with, and governed by, the laws of the State of Colorado applicable to agreements made and to be
performed wholly within such jurisdiction.  This letter agreement shall remain in full force and effect until the earlier of the
date that is three years from the termination of the undersigned's employment by the Company or the date that this
agreement is terminated by the Company.</P>

<P> Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned
whereupon this letter agreement shall become a binding agreement.</P>

<P> Very truly yours,</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ DOUGLAS O. MCKINNON</P>

<P>Douglas O. McKinnon</P>

<BR WP="BR1"><BR WP="BR2">
<P>AGREED AND ACCEPTED as of the date first written above:</P>

<P>USURF AMERICA, INC.</P>

<P>By: /s/ DAVID M. LOFLIN</P>

<P>David M. Loflin</P>

<P>President</P>

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<SEQUENCE>7
<FILENAME>exh1005.htm
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<P STYLE="text-align: CENTER">_________________________</P>

<P STYLE="text-align: CENTER">EXHIBIT 10.5</P>

<P STYLE="text-align: CENTER">_________________________</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">AGREEMENT NOT TO COMPETE</P>

<P>THIS AGREEMENT NOT TO COMPETE is entered into by and between USURF America, Inc., a Nevada corporation
("Employer"), and Douglas O. McKinnon ("Employee").</P>

<P>WHEREAS, Employee is employed by Employer as President, pursuant to an employment agreement (the "Employment
Agreement"); and</P>

<P>WHEREAS, as a condition to such employment, Employee has agreed to sign and be bound by this Agreement Not to
Compete; and</P>

<P>NOW, THEREFORE, the parties agree as follows:</P>

<P> Section 1.  Covenant Not to Compete.  Employee acknowledges that, as a key management employee of Employer,
Employee will be involved, on a high level, in the development, implementation and management of the national and
international business strategies and plans of Employer, which shall consist of Employer and such other business units,
divisions, subsidiaries or other entities of Employer as Employer shall determine in its sole discretion from time to time.  By
virtue of Employee's unique and sensitive position and special background, employment of Employee by a competitor of
Employer represents a serious competitive danger to Employer, and the use of Employee's talent and knowledge and
information about Employer's business, strategies and plans can and would constitute a valuable competitive advantage over
Employer.  In view of the foregoing, Employee covenants and agrees that, if (i) Employee's employment with Employer is
terminated for just cause or (ii) if Employee voluntarily resigns from his employment with Employer, then, for a period of
one year after the date of such termination, Employee will not engage or be engaged as, in any capacity, directly or
indirectly, including, but not limited to, employee, agent, consultant, manager, executive, owner or stockholder (except as a
passive investor holding less than 5% equity interest in any enterprise the securities of which are publicly traded) in any
business entity engaged in competition with any business conducted by Employer on the date of termination.  Employee
further agrees that, if his employment shall cease pursuant to the change-in-control provision of the Employment Agreement,
then, for so long thereafter as Employee shall receive compensation under the Employment Agreement, Employee shall not
engage in the activities prohibited by the preceding sentence. This Agreement Not to Compete shall survive the termination
or expiration of the Employment Agreement.  If any court determines that this Agreement Not to Compete, or any part
hereof, is unenforceable because the duration or geographic scope of such provision, such court shall have the power to
reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be
enforceable.</P>

<P> For purposes of this Agreement, "just cause" shall have the same meaning as set forth in Section VII(B) of the Employment
Agreement of even date between the parties.</P>

<P> Section 2.  Continuing Obligations.  Employee agrees that, for one year following (i) his termination of employment with
Employer for just cause or (ii) his resignation as an employee of Employer, Employee shall keep Employer informed of the
identification of Employee's employer and the nature of such employment or of Employee's self-employment.  Employer
agrees that, within fifteen days after receiving notice pursuant to this Section 2 of the identification of the prospective
employer, the nature of the employment or self-employment or any change therein, Employer will advise Employee as to
whether such employment constitutes a violation of Section 1 hereof.</P>

<P> Section 3.  Injunctive Relief.  Employee acknowledges that the violation of the covenants contained in this Agreement
would be detrimental and cause irreparable injury to Employer and its affiliates which could not be compensated by money
damages.  Employee agrees that an injunction from a court of competent jurisdiction is the appropriate remedy for these
provisions, and consents to the entry of an appropriate judgment enjoining Employee from violating these provisions in the
event there is a find of their breach.</P>

<P> Section 4.  Severability of Covenants.  Each of the covenants contained in this Agreement are independent covenants, which
may be available to or relied upon by Employer and its affiliates in any court of competent jurisdiction.  If any one of the
separate and independent covenants shall be deemed to be unenforceable under the laws of any state of competent
jurisdiction, each of the remaining covenants shall not be affected thereby.  Notwithstanding the provisions of this Section 4,
it is understood that every benefit received by Employee by virtue of this Agreement is consideration for each separate
covenant contained herein.</P>

<P> Section 5.  Governing Law.  This Agreement shall be governed by the laws of the State of Colorado.</P>

<P> Section 6.  Other Remedies.  The undertakings herein shall not be construed as any limitation upon the remedies Employer
might, in the absence of this Agreement, have at law or in equity.</P>

<P> INTENDING to be legally bound hereby, Employer and Employee hereby duly execute this Agreement Not to Compete as
of the date indicated below.</P>

<P>USURF AMERICA, INC.</P>

<P>By: /s/ DAVID M. LOFLIN</P>

<P>David M. Loflin</P>

<P>President</P>

<P>Date: April 15, 2002</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ DOUGLAS O. MCKINNON</P>

<P>Douglas O. McKinnon</P>

<P>Date: April 15, 2002</P>

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<SEQUENCE>8
<FILENAME>exh1006.htm
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<P STYLE="text-align: CENTER">________________________</P>

<P STYLE="text-align: CENTER">EXHIBIT 10.6</P>

<P STYLE="text-align: CENTER">________________________</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">AMENDMENT NO. 1 TO</P>

<P STYLE="text-align: CENTER">EMPLOYMENT AGREEMENT OF</P>

<P STYLE="text-align: CENTER">DAVID M. LOFLIN</P>

<P>This shall constitute Amendment No. 1 to that certain Employment Agreement (the "Employment Agreement"), dated June
1, 1999, by and between USURF America, Inc., a Nevada corporation ("Employer"), and David M. Loflin ("Employee").</P>

<P>WHEREAS, Employer has entered into a Securities Purchase Agreement (the "Purchase Agreement") with Evergreen
Investments, LLC ("Purchaser"); and</P>

<P>WHEREAS, as a condition precedent to Purchaser's obligations under the Purchase Agreement, Employee shall have agreed
to cease serving Employer as President, become Chairman of the Board of Employer, shorten the term of the Employment
Agreement to six months and waive the payment by Employer of Employee's accrued and unpaid salary; and</P>

<P>WHEREAS, as a condition precedent to Purchaser's obligations under the Purchase Agreement, Employee and Employer
are required to enter into an amendment to the Employment Agreement that reflects the changes to the Employment
Agreement described in the foregoing paragraph; and</P>

<P>WHEREAS, Employee is willing to continue to be employed by Employer on the terms, covenants and conditions
hereinafter set forth; and</P>

<P>NOW, THEREFORE, in consideration of such employment and other valuable consideration, the receipt and adequacy of
which is hereby acknowledged, Employer and Employee hereby agree as follows:</P>

<P>SECTION I.  AMENDMENTS TO EMPLOYMENT AGREEMENT</P>

<P> In consideration of Employer's payment to Employee described in Section IV below, Employee agrees to the amendments
to the Employment Agreement described in this Section:</P>

<P> A. Section I, Employment of Employee, of the Employment Agreement is deleted in its entirety and replaced with the
following:</P>

<P>"Employer hereby employs, engages and hires Employee as Chairman of the Board of Employer, and Employee hereby
accepts and agrees to such hiring, engagement and employment, subject to the general supervision and pursuant to the
orders, advice and direction of the Board of Directors of Employer.  Employee shall perform duties as are customarily
performed by one holding such position in other, same or similar businesses or enterprises as that engaged in by Employer,
and shall also additionally render such other and unrelated services and duties as may be assigned to him from time to time
by Employer.</P>

<P>Employee shall devote such time as may be necessary to perform fully his duties as Chairman of the Board of Employer."</P>

<P> B. Section VII, Subparagraph (A), Term, of the Employment Agreement is deleted in its entirety and replaced with the
following:</P>

<P>"The term of this Agreement shall be a period of six months, commencing on April 15, 2002.  At the expiration date, the
Employment Agreement may be renewed for a period of up to six months, at the sole discretion of the Board of Directors of
Employer."</P>

<P> In all other respects, the Employment Agreement is ratified and affirmed.</P>

<BR WP="BR1"><BR WP="BR2">
<P>SECTION II.  ACCRUED SALARY OF EMPLOYEE</P>

<P> In consideration of Employer's payment to Employee described in Section IV below, Employee hereby releases Employer
from its obligation to pay any and all accrued and unpaid salary owed to Employee through the date hereof and waives any
and all rights to the payment thereof.</P>

<P>SECTION III.  RESTRICTION ON SALES OF STOCK BY EMPLOYEE</P>

<P> In consideration of Employer's payment to Employee described in Section IV below, Employee agrees that, with respect to
the shares of common stock of Employer owned by him as of the date immediately preceding the date hereof, he shall, for
the one-year period immediately following the date hereof, comply with the provisions of Rule 144 of the Securities and
Exchange Commission.</P>

<P>SECTION IV.  PAYMENT TO EMPLOYEE</P>

<P> In consideration of Employee's agreeing to the provisions contained in Sections I, II and III hereof, Employer shall, on the
date of the closing under the Purchase Agreement, deliver to Employee 2,000,000 shares of Employer's common stock.
Employee agrees that, for the one-year period immediately following the date hereof, he shall not sell or otherwise transfer
any of the shares to be delivered to him hereunder, without the prior written consent of Employer.  In further consideration
of Employee's agreeing to the foregoing restriction on transfer, Employer agrees that it shall not implement a reverse split of
its outstanding common stock at any time during the 18-month period immediately following the date hereof.</P>

<P> IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Employment Agreement of
David M. Loflin as of the 8th day of April, 2002.</P>

<BR WP="BR1"><BR WP="BR2">
<P>EMPLOYER:</P>

<P>USURF AMERICA, INC.</P>

<P>By: /s/ WADDELL D. LOFLIN</P>

<P>Waddell D. Loflin</P>

<P>Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<P>EMPLOYEE:</P>

<P>/s/ DAVID M. LOFLIN</P>

<P>David M. Loflin</P>

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<TYPE>EX-10
<SEQUENCE>9
<FILENAME>exh1007.htm
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<P STYLE="text-align: CENTER">_________________</P>

<P STYLE="text-align: CENTER">EXHIBIT 10.7</P>

<P STYLE="text-align: CENTER">_________________</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">AMENDMENT NO. 1 TO</P>

<P STYLE="text-align: CENTER">EMPLOYMENT AGREEMENT OF</P>

<P STYLE="text-align: CENTER">WADDELL D. LOFLIN</P>

<P>This shall constitute Amendment No. 1 to that certain Employment Agreement (the "Employment Agreement"), dated June
1, 1999, by and between USURF America, Inc., a Nevada corporation ("Employer"), and Waddell D. Loflin ("Employee").</P>

<P>WHEREAS, Employer has entered into a Securities Purchase Agreement (the "Purchase Agreement") with Evergreen
Investments, LLC ("Purchaser"); and</P>

<P>WHEREAS, as a condition precedent to Purchaser's obligations of Purchaser under the Purchase Agreement, Employee
shall have agreed to shorten the term of the Employment Agreement to six months and waive the payment by Employer of
Employee's accrued and unpaid salary; and</P>

<P>WHEREAS, as a condition precedent to Purchaser's obligations under the Purchase Agreement, Employee and Employer
are required to enter into an amendment to the Employment Agreement that reflects the changes to the Employment
Agreement described in the foregoing paragraph; and</P>

<P>WHEREAS, Employee is willing to continue to be employed by Employer on the terms, covenants and conditions
hereinafter set forth; and</P>

<P> NOW, THEREFORE, in consideration of such employment and other valuable consideration, the receipt and adequacy of
which is hereby acknowledged, Employer and Employee hereby agree as follows:</P>

<P>SECTION I.  AMENDMENTS TO EMPLOYMENT AGREEMENT</P>

<P> In consideration of Employer's payment to Employee described in Section IV below, Employee agrees to the amendment to
the Employment Agreement described in this Section:</P>

<P> A. Section VII, Subparagraph (A), Term, of the Employment Agreement is deleted in its entirety and replaced with the
following:</P>

<P>"The term of this Agreement shall be a period of six months, commencing on April 15, 2002."</P>

<P> In all other respects, the Employment Agreement is ratified and affirmed.</P>

<P>SECTION II.  ACCRUED SALARY OF EMPLOYEE</P>

<P> In consideration of Employer's payment to Employee described in Section IV below, Employee hereby releases Employer
from its obligation to pay any and all accrued and unpaid salary owed to Employee through the date hereof and waives any
and all rights to the payment thereof.</P>

<P>SECTION III.  RESTRICTION ON SALES OF STOCK BY EMPLOYEE</P>

<P> In consideration of Employer's payment to Employee described in Section IV below, Employee agrees that, with respect to
the shares of common stock of Employer owned by him as of the date immediately preceding the date hereof, he shall, for
the one-year period immediately following the date hereof, comply with the provisions of Rule 144 of the Securities and
Exchange Commission.</P>

<P>SECTION IV.  PAYMENT TO EMPLOYEE</P>

<P> In consideration of Employee's agreeing to the provisions contained in Sections I, II and III hereof, Employer shall, on the
date of the closing under the Purchase Agreement, deliver to Employee 2,000,000 shares of Employer's common stock.
Employee agrees that, for the one-year period immediately following the date hereof, he shall not sell or otherwise transfer
any of the shares to be delivered to him hereunder, without the prior written consent of Employer.  In further consideration
of Employee's agreeing to the foregoing restriction on transfer, Employer agrees that it shall not implement a reverse split of
its outstanding common stock at any time during the 18-month period immediately following the date hereof.</P>

<P> IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Employment Agreement of
Waddell D. Loflin as of the 8th day of April, 2002.</P>

<BR WP="BR1"><BR WP="BR2">
<P>EMPLOYER:</P>

<P>USURF AMERICA, INC.</P>

<P>By: /s/ DAVID M. LOFLIN</P>

<P>David M. Loflin</P>

<P>President</P>

<BR WP="BR1"><BR WP="BR2">
<P>EMPLOYEE:</P>

<P>/s/ WADDELL D. LOFLIN</P>

<P>Waddell D. Loflin</P>

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<FILENAME>exh1008.htm
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<HTML>
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<P STYLE="text-align: CENTER">______________________</P>

<P STYLE="text-align: CENTER">EXHIBIT 10.8</P>

<P STYLE="text-align: CENTER">______________________</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">AMENDMENT NO. 1 TO</P>

<P STYLE="text-align: CENTER">EMPLOYMENT AGREEMENT OF</P>

<P STYLE="text-align: CENTER">JAMES KAUFMAN</P>

<P>This shall constitute Amendment No. 1 to that certain Employment Agreement (the "Employment Agreement"), dated
March 22, 1999, by and between USURF America, Inc., a Nevada corporation ("Employer"), and James Kaufman
("Employee").</P>

<P>WHEREAS, Employer has entered into a Securities Purchase Agreement (the "Purchase Agreement") with Evergreen
Investments, LLC ("Purchaser"); and</P>

<P>WHEREAS, as a condition precedent to Purchaser's obligations of Purchaser under the Purchase Agreement, Employee
shall have agreed to shorten the term of the Employment Agreement to six months and waive the payment by Employer of
Employee's accrued and unpaid salary; and</P>

<P>WHEREAS, as a condition precedent to Purchaser's obligations under the Purchase Agreement, Employee and Employer
are required to enter into an amendment to the Employment Agreement that reflects the changes to the Employment
Agreement described in the foregoing paragraph; and</P>

<P>WHEREAS, Employee is willing to continue to be employed by Employer on the terms, covenants and conditions
hereinafter set forth; and</P>

<P> NOW, THEREFORE, in consideration of such employment and other valuable consideration, the receipt and adequacy of
which is hereby acknowledged, Employer and Employee hereby agree as follows:</P>

<P>SECTION I.  AMENDMENTS TO EMPLOYMENT AGREEMENT</P>

<P> In consideration of Employer's payment to Employee described in Section IV below, Employee agrees to the amendment to
the Employment Agreement described in this Section:</P>

<P> A. Section VII, Subparagraph (A), Term, of the Employment Agreement is deleted in its entirety and replaced with the
following:</P>

<P>"The term of this Agreement shall be a period of six months, commencing on April 15, 2002."</P>

<P> In all other respects, the Employment Agreement is ratified and affirmed.</P>

<P>SECTION II.  ACCRUED SALARY OF EMPLOYEE</P>

<P> In consideration of Employer's payment to Employee described in Section IV below, Employee hereby releases Employer
from its obligation to pay any and all accrued and unpaid salary owed to Employee through the date hereof and waives any
and all rights to the payment thereof.</P>

<P>SECTION III.  RESTRICTION ON SALES OF STOCK BY EMPLOYEE</P>

<P> In consideration of Employer's payment to Employee described in Section IV below, Employee agrees that, with respect to
the shares of common stock of Employer owned by him as of the date immediately preceding the date hereof, he shall, for
the one-year period immediately following the date hereof, comply with the provisions of Rule 144 of the Securities and
Exchange Commission.</P>

<P>SECTION IV.  PAYMENT TO EMPLOYEE</P>

<P> In consideration of Employee's agreeing to the provisions contained in Sections I, II and III hereof, Employer shall, on the
date of the closing under the Purchase Agreement, deliver to Employee 2,000,000 shares of Employer's common stock.
Employee agrees that, for the one-year period immediately following the date hereof, he shall not sell or otherwise transfer
any of the shares to be delivered to him hereunder, without the prior written consent of Employer.  In further consideration
of Employee's agreeing to the foregoing restriction on transfer, Employer agrees that it shall not implement a reverse split of
its outstanding common stock at any time during the 18-month period immediately following the date hereof.</P>

<P> IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Employment Agreement of
James Kaufman as of the 8th day of April, 2002.</P>

<BR WP="BR1"><BR WP="BR2">
<P>EMPLOYER:</P>

<P>USURF AMERICA, INC.</P>

<P>By: /s/ DAVID M. LOFLIN</P>

<P>David M. Loflin</P>

<P>President</P>

<BR WP="BR1"><BR WP="BR2">
<P>EMPLOYEE:</P>

<P>/s/ JAMES KAUFMAN</P>

<P>James Kaufman</P>

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<SEQUENCE>11
<FILENAME>exh1009.htm
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<BODY TEXT="#000000" LINK="#0000ff" VLINK="#551a8b" ALINK="#ff0000" BGCOLOR="#c0c0c0">

<P STYLE="text-align: CENTER">_________________</P>

<P STYLE="text-align: CENTER">EXHIBIT 10.9</P>

<P STYLE="text-align: CENTER">_________________</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">TERMINATION AGREEMENT</P>

<P>This Termination Agreement is made and entered into as of the 15th day of April, 2002, by and between USURF America,
Inc., a Nevada corporation ("Employer"), and Robert A. Hart IV ("Employee").</P>

<P>WHEREAS, Employer and Employee entered into an Employment Agreement on May 25, 2000; and</P>

<P>WHEREAS, Employee has performed in a satisfactory manner under the terms of his employment Agreement; and</P>

<P>WHEREAS, during the past nine months, the business of Employer has evolved in such a manner as to render the expertise
of Employee to become less valuable to Employer; and</P>

<P>WHEREAS, in light of such circumstances, Employee desires to pursue other business opportunities without restriction;</P>

<P>NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:</P>

<P>1. The employment by Employer of Employee as Executive Vice President of Technology of Employer shall terminate
effective upon the mutual execution of this Termination Agreement and the Employment Agreement between Employer and
Employee shall become null and void.</P>

<P> 2. By entering into this Termination Agreement, Employee waives any and all claims against Employer, including, without
limitation, claims for monetary or other compensation.</P>

<P> 3. By entering into this Termination Agreement, Employer waives its right to enforce the Agreement Not to Compete,
dated as of May 25, 2000, between Employer and Employee.</P>

<P> 4. It is specifically agreed by the parties that the Confidentiality Agreement, dated as of May 25, 2000, between Employer
and Employee, shall remain in full force and effect in accordance with its terms.</P>

<P> IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of the date first above written.</P>

<BR WP="BR1"><BR WP="BR2">
<P>EMPLOYER:</P>

<P>USURF AMERICA, INC.</P>

<P>By: /s/ DAVID M. LOFLIN</P>

<P>David M. Loflin</P>

<P>President</P>

<BR WP="BR1"><BR WP="BR2">
<P>EMPLOYEE:</P>

<P>/s/ ROBERT A. HART IV</P>

<P>Robert A. Hart IV</P>

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<FILENAME>exh1010.htm
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<P>____________________</P>

<P>EXHIBIT 10.10</P>

<P>____________________</P>

<BR WP="BR1"><BR WP="BR2">
<P>THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AS WELL AS THE SECURITIES INTO WHICH
THESE SECURITIES MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION
FROM REGISTRATION AFFORDED BY SECTION 4(6) OF THE SECURITIES ACT OF 1933, AS AMENDED.
THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION
EXEMPT FROM REGISTRATION.</P>

<BR WP="BR1"><BR WP="BR2">
<P>USURF America, Inc.</P>

<P>(Incorporated Under the Laws of the State of Nevada)</P>

<P>1,562,500 COMMON STOCK PURCHASE WARRANTS</P>

<P>(EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE COMMON SHARE)</P>

<P>INITIAL WARRANT EXERCISE PRICE $.15</P>

<P>THIS CERTIFIES THAT, for value received, EVERGREEN VENTURE PARTNERS, LLC (the "Holder"), as registered
owner of this Common Stock Purchase Warrant (a "Warrant" or the "Warrants"), is entitled at any time or from time to time
after issuance hereof at or before 5:00 p.m., Central Time, on the date that is three years from the date hereof (the
"Expiration Date"), to subscribe for, purchase and receive the above-specified, fully-paid and non-assessable Common
Shares, $.0001 par value per share (the "Common Shares"), of USURF America, Inc., a Nevada corporation (the
"Company"), at the purchase price of $.15 per share (the "Exercise Price"), upon presentation and surrender of this Warrant
and payment of the Exercise Price for such Common Shares of the Company at the principal office of the Company, but only
subject to the conditions set forth herein.  The Exercise Price and the number of Common Shares purchasable upon exercise
of each Warrant are subject to adjustments upon the occurrence of certain events described herein.</P>

<P>Upon due presentment for transfer of this Warrant at the principal office of the Company, a new Warrant of like tenor and
evidencing, in the aggregate, a like number of Warrants, subject to any adjustments made in accordance with the provisions
hereof, shall be issued to the transferee in exchange for this Warrant, subject to the limitations provided herein, upon
payment of any tax or governmental charge imposed in connection with such transfer.</P>

<P>The holder of the Warrants evidenced hereby may exercise all or any whole number of such Warrants during the period and
in the manner stated herein.  The Exercise Price payable in lawful money of the United States of America and in cash or by
certified or bank cashier's check or bank draft payable to the order of the Company.  If, upon exercise of any Warrants
evidenced hereby, the number of Warrants exercised shall be less than the total number of Warrants so evidenced, there shall
be issued to the Warrantholder a new Warrant evidencing the number of Warrants not so exercised.</P>

<P>No Warrant may be exercised after 5:00 p.m., Central Time, on the Expiration Date and any Warrant not exercised by such
time shall become void, unless extended by the Company.</P>

<P>The Company covenants that it will, at all times, reserve and have available from its authorized shares of Common Stock
such number of shares of Common Stock as shall then be issuable on exercise of all outstanding Warrants.  The Company
covenants that all Warrant Shares, when issued, shall be duly and validly issued, fully paid and non-assessable, and free from
all taxes, liens and charges with respect to the issue thereof.</P>

<P>Adjustment of Exercise Price and Shares</P>

<P>A. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any of its
Common Stock as a stock dividend or shall subdivide the number of outstanding shares of Common Stock into a greater
number of shares, then, in either of such events, the Exercise Price in effect at the time of such action shall be reduced
proportionately and the number of shares of Common Stock purchasable pursuant to the Warrants shall be increased
proportionately.  Conversely, in the event the Company shall reduce the number of its outstanding shares of Common Stock
by combining such shares into a smaller number of shares, then, in such event, the Exercise Price in effect at the time of such
action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to
the Warrants shall be decreased proportionately.  Such stock dividend paid or distributed on the Common Stock in shares of
any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid or
distributed in shares of Common Stock to the extent shares of Common Stock are issuable on the payment or conversion
thereof.</P>

<P>B. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall be recapitalized by
reclassifying its outstanding shares of Common Stock into shares with a different par value, or by changing its outstanding
Common Stock to shares without par value or in the event of any other material change of the capital structure of the
Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt,
proportionate, equitable, lawful and adequate provision shall be made whereby any holder of the Warrants shall thereafter
have the right to purchase, on the basis and the terms and conditions specified in this Agreement, in lieu of the shares of
Common Stock of the Company theretofore purchasable on the exercise of any Warrant, such securities or assets as may be
issued or payable with respect to, or in exchange for, the number of shares of Common Stock of the Company theretofore
purchasable on exercise of the Warrants had such reclassification, recapitalization or conveyance not taken place; and, in any
such event, the rights of any holder of a Warrant to any adjustment in the number of shares of Common Stock purchasable
on exercise of such Warrant, as set forth above, shall continue and be preserved in respect of any stock, securities or assets
which the holder becomes entitled to purchase; provided, however, that a merger, acquisition of a going business or a
portion thereof (whether for cash, stock, notes, other securities, or a combination of cash and securities), exchange of stock
for stock, exchange of stock for assets, or like transaction involving the Company, in which the Company is the surviving
entity, will not be considered a "material change" for purposes of this paragraph, and no adjustment shall be made hereunder
by reason of any such merger, acquisition, exchange of stock for stock, exchange of stock for assets, or like transaction.</P>

<P>C. In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or
substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and
adequate provision shall be made as part of the terms of such sale, dissolution, liquidation or winding up such that the holder
of a  Warrant may thereafter receive, on exercise of such Warrant, in lieu of each share of Common Stock of the Company
which such holder would have been entitled to receive upon exercise of such Warrant, the same kind and amount of any
stock, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up
with respect to each share of Common Stock of the Company; provided, however, that, in the event of any such sale,
dissolution, liquidation or winding up, the right to exercise the Warrants shall terminate on a date fixed by the Company,
such date to be not earlier than 5:00 p.m., Central Time, on the 30th day next succeeding the date on which notice of such
termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may
appear on the books of the Company.</P>

<P>D. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them to purchase shares of its Common Stock at a price per share
more than 10% below the then-current market price per share (as defined below) of its Common Stock at the date of taking
such record, then (i) the number of shares of Common Stock purchasable pursuant to the Warrants shall be redetermined as
follows: the number of shares of Common Stock purchasable pursuant to a Warrant immediately prior to such adjustment
(taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the numerator of
which shall be the number of shares of Common Stock of the Company then outstanding (excluding the Common Stock then
owned by the Company) immediately prior to the taking of such record, plus the number of additional shares offered for
purchase, and the denominator of which shall be the number of shares of Common Stock of the Company outstanding
(excluding the Common Stock owned by the Company) immediately prior to the taking of such record, plus the number of
shares which the aggregate offering price of the total number of additional shares so offered would purchase at such current
market price; and (ii) the Exercise Price per share of Common Stock purchasable pursuant to a Warrant shall be
redetermined as follows:  the Exercise Price in effect immediately prior to the taking of such record shall be multiplied by a
fraction, the numerator of which is the number of shares of Common Stock purchasable immediately prior to the taking of
such record, and the denominator of which is the number of shares of Common Stock purchasable immediately after the
taking of such record as determined pursuant to clause (i) above.  For the purpose hereof, the current market price per share
of Common Stock of the Company at any date shall be deemed to be the average of the closing prices, as reported by the
American Stock Exchange, for 20 consecutive business days commencing 15 business days prior to the record date.</P>

<P>E. On exercise of the Warrants by the holders, the Company shall not be required to deliver fractions of shares of Common
Stock; provided, however, that prompt, proportionate, equitable, lawful and adequate adjustment in the Exercise Price
payable shall be made in respect of any such fraction of one share of Common Stock on the basis of the Exercise Price per
share.</P>

<P>F. In the event, prior to expiration of the Warrants by exercise or by their terms, the Company shall determine to take a
record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any stock
dividend, distribution or other right which will cause any change or adjustment in the number, amount, price or nature of the
Common Stock or other stock, securities or assets deliverable on exercise of the Warrants pursuant to the foregoing
provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books
of the Company at least 15 days' prior written notice to the effect that it intends to take such a record.  Such notice shall
specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number,
amount, price and nature of the Common Stock or other stock, securities or assets which will be deliverable on exercise of
the Warrants after the action for which such record will be taken has been completed.  Without limiting the obligation of the
Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the
failure of the Company to give notice shall not invalidate such corporate action of the Company.</P>

<P>G. The Warrant shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the
Common Stock, unless the Warrant is exercised and the Warrant Shares purchased prior to the record date fixed by the
Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other
right.</P>

<P>H. No adjustment of the Exercise Price shall be made as a result of, or in connection with, (i) the establishment of one or
more employee stock option plans for employees of the Company, or the modification, renewal or extension of any such
plan, or the issuance of Common Stock on exercise of any options pursuant to any such plan, (ii) the issuance of individual
warrants or options to purchase Common Stock, the issuance of Common Stock upon exercise of such warrants or options,
or the issuance of Common Stock in connection with compensation arrangements for directors, officers, employees,
consultants or agents of the Company or any Subsidiary, and the like, or (iii) the issuance of Common Stock in connection
with a merger, acquisition of a going business or a portion thereof (whether for cash, stock, notes, other securities, or a
combination of cash and securities), exchange of stock for stock, exchange of stock for assets, or like transaction.</P>

<P>IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its President and its Secretary, each by a
facsimile of his signature.</P>

<P>Dated: April 15, 2002.</P>

<P>USURF AMERICA, INC.</P>

<P>By: /s/ DAVID M. LOFLIN </P>

<P>David M. Loflin</P>

<P>President</P>

<P>By: /s/ WADDELL D. LOFLIN</P>

<P>Waddell D. Loflin</P>

<P>Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">FORM OF ASSIGNMENT</P>

<P STYLE="text-align: CENTER">To Be Executed by the Registered Holder if He</P>

<P STYLE="text-align: CENTER">Desires to Assign Warrants Evidenced Hereby</P>

<BR WP="BR1"><BR WP="BR2">
<P>FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers unto ______ Warrants, evidenced hereby,
and does hereby irrevocably constitute and appoint ________ Attorney to transfer the said Warrants, evidenced hereby on
the books of the Company, with full power of substitution.</P>

<P>Dated:          X  </P>

<P>            Signature</P>

<P>NOTICE:  The above signature must correspond with the name as written upon the face of this Warrant in every particular,
without alteration or enlargement or any change whatsoever.</P>

<P>Signature Guaranteed:  </P>

<BR WP="BR1"><BR WP="BR2">
<P>FORM OF ELECTION TO PURCHASE</P>

<P>To be Executed by the Holder if He Desires to Exercise Warrants Evidenced Hereby</P>

<P>TO: USURF AMERICA, INC.</P>

<P>The undersigned hereby irrevocably elects to exercise ______________ Warrants evidenced hereby for, and to purchase
hereunder, __________________ full shares of Common Stock issuable upon exercise of said Warrants and delivery of
$_____________ and any applicable taxes.  The undersigned requests that certificates for such shares be issued in the name
of:</P>

<BR WP="BR1"><BR WP="BR2">
<P>(Please print name and address)</P>

<BR WP="BR1"><BR WP="BR2">
<P>If said number of Warrants shall not be all the Warrants evidenced hereby, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to:</P>

<BR WP="BR1"><BR WP="BR2">
<P>(Please print name and address)</P>

<P>	</P>

<P>Dated:     X  </P>

<BR WP="BR1"><BR WP="BR2">
<P>NOTICE:  The above signature must correspond with the name as written upon the face of the within Warrant Certificate in
every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of
Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate
representing Warrants not exercised is to be registered in a name other than in which the within Warrant Certificate is
registered, the signature of the holder hereof must be guaranteed.</P>

<P>Signature Guaranteed:  </P>

<P>SIGNATURE MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTY.</P>

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<P>____________________</P>

<P>EXHIBIT 10.11</P>

<P>____________________</P>

<BR WP="BR1"><BR WP="BR2">
<P>THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AS WELL AS THE SECURITIES INTO WHICH
THESE SECURITIES MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION
FROM REGISTRATION AFFORDED BY SECTION 4(6) OF THE SECURITIES ACT OF 1933, AS AMENDED.
THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION
EXEMPT FROM REGISTRATION.</P>

<BR WP="BR1"><BR WP="BR2">
<P>USURF America, Inc.</P>

<P>(Incorporated Under the Laws of the State of Nevada)</P>

<P>1,562,500 COMMON STOCK PURCHASE WARRANTS</P>

<P>(EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE COMMON SHARE)</P>

<P>INITIAL WARRANT EXERCISE PRICE $.30</P>

<P>THIS CERTIFIES THAT, for value received, EVERGREEN VENTURE PARTNERS, LLC (the "Holder"), as registered
owner of this Common Stock Purchase Warrant (a "Warrant" or the "Warrants"), is entitled at any time or from time to time
after issuance hereof at or before 5:00 p.m., Central Time, on the date that is three years from the date hereof (the
"Expiration Date"), to subscribe for, purchase and receive the above-specified, fully-paid and non-assessable Common
Shares, $.0001 par value per share (the "Common Shares"), of USURF America, Inc., a Nevada corporation (the
"Company"), at the purchase price of $.30 per share (the "Exercise Price"), upon presentation and surrender of this Warrant
and payment of the Exercise Price for such Common Shares of the Company at the principal office of the Company, but only
subject to the conditions set forth herein.  The Exercise Price and the number of Common Shares purchasable upon exercise
of each Warrant are subject to adjustments upon the occurrence of certain events described herein.</P>

<P>Upon due presentment for transfer of this Warrant at the principal office of the Company, a new Warrant of like tenor and
evidencing, in the aggregate, a like number of Warrants, subject to any adjustments made in accordance with the provisions
hereof, shall be issued to the transferee in exchange for this Warrant, subject to the limitations provided herein, upon
payment of any tax or governmental charge imposed in connection with such transfer.</P>

<P>The holder of the Warrants evidenced hereby may exercise all or any whole number of such Warrants during the period and
in the manner stated herein.  The Exercise Price payable in lawful money of the United States of America and in cash or by
certified or bank cashier's check or bank draft payable to the order of the Company.  If, upon exercise of any Warrants
evidenced hereby, the number of Warrants exercised shall be less than the total number of Warrants so evidenced, there shall
be issued to the Warrantholder a new Warrant evidencing the number of Warrants not so exercised.</P>

<P>No Warrant may be exercised after 5:00 p.m., Central Time, on the Expiration Date and any Warrant not exercised by such
time shall become void, unless extended by the Company.</P>

<P>The Company covenants that it will, at all times, reserve and have available from its authorized shares of Common Stock
such number of shares of Common Stock as shall then be issuable on exercise of all outstanding Warrants.  The Company
covenants that all Warrant Shares, when issued, shall be duly and validly issued, fully paid and non-assessable, and free from
all taxes, liens and charges with respect to the issue thereof.</P>

<P>Adjustment of Exercise Price and Shares</P>

<P>A. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any of its
Common Stock as a stock dividend or shall subdivide the number of outstanding shares of Common Stock into a greater
number of shares, then, in either of such events, the Exercise Price in effect at the time of such action shall be reduced
proportionately and the number of shares of Common Stock purchasable pursuant to the Warrants shall be increased
proportionately.  Conversely, in the event the Company shall reduce the number of its outstanding shares of Common Stock
by combining such shares into a smaller number of shares, then, in such event, the Exercise Price in effect at the time of such
action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to
the Warrants shall be decreased proportionately.  Such stock dividend paid or distributed on the Common Stock in shares of
any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid or
distributed in shares of Common Stock to the extent shares of Common Stock are issuable on the payment or conversion
thereof.</P>

<P>B. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall be recapitalized by
reclassifying its outstanding shares of Common Stock into shares with a different par value, or by changing its outstanding
Common Stock to shares without par value or in the event of any other material change of the capital structure of the
Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt,
proportionate, equitable, lawful and adequate provision shall be made whereby any holder of the Warrants shall thereafter
have the right to purchase, on the basis and the terms and conditions specified in this Agreement, in lieu of the shares of
Common Stock of the Company theretofore purchasable on the exercise of any Warrant, such securities or assets as may be
issued or payable with respect to, or in exchange for, the number of shares of Common Stock of the Company theretofore
purchasable on exercise of the Warrants had such reclassification, recapitalization or conveyance not taken place; and, in any
such event, the rights of any holder of a Warrant to any adjustment in the number of shares of Common Stock purchasable
on exercise of such Warrant, as set forth above, shall continue and be preserved in respect of any stock, securities or assets
which the holder becomes entitled to purchase; provided, however, that a merger, acquisition of a going business or a
portion thereof (whether for cash, stock, notes, other securities, or a combination of cash and securities), exchange of stock
for stock, exchange of stock for assets, or like transaction involving the Company, in which the Company is the surviving
entity, will not be considered a "material change" for purposes of this paragraph, and no adjustment shall be made hereunder
by reason of any such merger, acquisition, exchange of stock for stock, exchange of stock for assets, or like transaction.</P>

<P>C. In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or
substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and
adequate provision shall be made as part of the terms of such sale, dissolution, liquidation or winding up such that the holder
of a  Warrant may thereafter receive, on exercise of such Warrant, in lieu of each share of Common Stock of the Company
which such holder would have been entitled to receive upon exercise of such Warrant, the same kind and amount of any
stock, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up
with respect to each share of Common Stock of the Company; provided, however, that, in the event of any such sale,
dissolution, liquidation or winding up, the right to exercise the Warrants shall terminate on a date fixed by the Company,
such date to be not earlier than 5:00 p.m., Central Time, on the 30th day next succeeding the date on which notice of such
termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may
appear on the books of the Company.</P>

<P>D. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them to purchase shares of its Common Stock at a price per share
more than 10% below the then-current market price per share (as defined below) of its Common Stock at the date of taking
such record, then (i) the number of shares of Common Stock purchasable pursuant to the Warrants shall be redetermined as
follows: the number of shares of Common Stock purchasable pursuant to a Warrant immediately prior to such adjustment
(taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the numerator of
which shall be the number of shares of Common Stock of the Company then outstanding (excluding the Common Stock then
owned by the Company) immediately prior to the taking of such record, plus the number of additional shares offered for
purchase, and the denominator of which shall be the number of shares of Common Stock of the Company outstanding
(excluding the Common Stock owned by the Company) immediately prior to the taking of such record, plus the number of
shares which the aggregate offering price of the total number of additional shares so offered would purchase at such current
market price; and (ii) the Exercise Price per share of Common Stock purchasable pursuant to a Warrant shall be
redetermined as follows:  the Exercise Price in effect immediately prior to the taking of such record shall be multiplied by a
fraction, the numerator of which is the number of shares of Common Stock purchasable immediately prior to the taking of
such record, and the denominator of which is the number of shares of Common Stock purchasable immediately after the
taking of such record as determined pursuant to clause (i) above.  For the purpose hereof, the current market price per share
of Common Stock of the Company at any date shall be deemed to be the average of the closing prices, as reported by the
American Stock Exchange, for 20 consecutive business days commencing 15 business days prior to the record date.</P>

<P>E. On exercise of the Warrants by the holders, the Company shall not be required to deliver fractions of shares of Common
Stock; provided, however, that prompt, proportionate, equitable, lawful and adequate adjustment in the Exercise Price
payable shall be made in respect of any such fraction of one share of Common Stock on the basis of the Exercise Price per
share.</P>

<P>F. In the event, prior to expiration of the Warrants by exercise or by their terms, the Company shall determine to take a
record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any stock
dividend, distribution or other right which will cause any change or adjustment in the number, amount, price or nature of the
Common Stock or other stock, securities or assets deliverable on exercise of the Warrants pursuant to the foregoing
provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books
of the Company at least 15 days' prior written notice to the effect that it intends to take such a record.  Such notice shall
specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number,
amount, price and nature of the Common Stock or other stock, securities or assets which will be deliverable on exercise of
the Warrants after the action for which such record will be taken has been completed.  Without limiting the obligation of the
Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the
failure of the Company to give notice shall not invalidate such corporate action of the Company.</P>

<P>G. The Warrant shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the
Common Stock, unless the Warrant is exercised and the Warrant Shares purchased prior to the record date fixed by the
Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other
right.</P>

<P>H. No adjustment of the Exercise Price shall be made as a result of, or in connection with, (i) the establishment of one or
more employee stock option plans for employees of the Company, or the modification, renewal or extension of any such
plan, or the issuance of Common Stock on exercise of any options pursuant to any such plan, (ii) the issuance of individual
warrants or options to purchase Common Stock, the issuance of Common Stock upon exercise of such warrants or options,
or the issuance of Common Stock in connection with compensation arrangements for directors, officers, employees,
consultants or agents of the Company or any Subsidiary, and the like, or (iii) the issuance of Common Stock in connection
with a merger, acquisition of a going business or a portion thereof (whether for cash, stock, notes, other securities, or a
combination of cash and securities), exchange of stock for stock, exchange of stock for assets, or like transaction.</P>

<P>IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its President and its Secretary, each by a
facsimile of his signature.</P>

<P>Dated: April 15, 2002.</P>

<P>USURF AMERICA, INC.</P>

<P>By: /s/ DAVID M. LOFLIN </P>

<P>David M. Loflin</P>

<P>President</P>

<P>By: /s/ WADDELL D. LOFLIN</P>

<P>Waddell D. Loflin</P>

<P>Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">FORM OF ASSIGNMENT</P>

<P STYLE="text-align: CENTER">To Be Executed by the Registered Holder if He</P>

<P STYLE="text-align: CENTER">Desires to Assign Warrants Evidenced Hereby</P>

<BR WP="BR1"><BR WP="BR2">
<P>FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers unto ______ Warrants, evidenced hereby,
and does hereby irrevocably constitute and appoint ________ Attorney to transfer the said Warrants, evidenced hereby on
the books of the Company, with full power of substitution.</P>

<P>Dated:          X  </P>

<P>            Signature</P>

<P>NOTICE:  The above signature must correspond with the name as written upon the face of this Warrant in every particular,
without alteration or enlargement or any change whatsoever.</P>

<P>Signature Guaranteed:  </P>

<BR WP="BR1"><BR WP="BR2">
<P>FORM OF ELECTION TO PURCHASE</P>

<P>To be Executed by the Holder if He Desires to Exercise Warrants Evidenced Hereby</P>

<P>TO: USURF AMERICA, INC.</P>

<P>The undersigned hereby irrevocably elects to exercise ______________ Warrants evidenced hereby for, and to purchase
hereunder, __________________ full shares of Common Stock issuable upon exercise of said Warrants and delivery of
$_____________ and any applicable taxes.  The undersigned requests that certificates for such shares be issued in the name
of:</P>

<BR WP="BR1"><BR WP="BR2">
<P>(Please print name and address)</P>

<BR WP="BR1"><BR WP="BR2">
<P>If said number of Warrants shall not be all the Warrants evidenced hereby, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to:</P>

<BR WP="BR1"><BR WP="BR2">
<P>(Please print name and address)</P>

<P>	</P>

<P>Dated:     X  </P>

<BR WP="BR1"><BR WP="BR2">
<P>NOTICE:  The above signature must correspond with the name as written upon the face of the within Warrant Certificate in
every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of
Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate
representing Warrants not exercised is to be registered in a name other than in which the within Warrant Certificate is
registered, the signature of the holder hereof must be guaranteed.</P>

<P>Signature Guaranteed:  </P>

<P>SIGNATURE MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTY.</P>

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