<SUBMISSION>
<ACCESSION-NUMBER>0001365664-06-000011
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20060821
<DATE-OF-FILING-DATE-CHANGE>20060821
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>Buckmaster Edwin Lee
<CIK>0001365664
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<BUSINESS-ADDRESS>
<PHONE>602-568-7020
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5632 E. LIBBEY
<CITY>SCOTTSDALE
<STATE>AZ
<ZIP>85252
</MAIL-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>CARDINAL COMMUNICATIONS, INC
<CIK>0001035398
<ASSIGNED-SIC>7370
<IRS-NUMBER>721346591
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
<ACT>34
<FILE-NUMBER>005-80133
<FILM-NUMBER>061045514
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>390 INTERLOCKEN CRESCENT,
<STREET2>SUITE 900
<CITY>BROOMFIELD,
<STATE>CO
<ZIP>80021
<PHONE>3032855379
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>390 INTERLOCKEN CRESCENT,
<STREET2>SUITE 900
<CITY>BROOMFIELD
<STATE>CO
<ZIP>80021
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>USURF AMERICA INC
<DATE-CHANGED>19990714
</FORMER-COMPANY>
<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>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>form13d.txt
<DESCRIPTION>INITIAL 13D
<TEXT>
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D


                            (Amendment No. _________)

                          CARDINAL COMMUNICATIONS, INC.
                                (Name of Issuer)

                                  Common Stock
                         ------------------------------
                         (Title of Class of Securities)

                                   91732M105
                                   -----------
                                 (CUSIP NUMBER)

                              Debra A. Conroy, Esq.
                            Fairfield and Woods, P.C.
                              1700 Lincoln Street
                                   Suite 2400
                              Denver, Colorado 80203
                                 (303) 830-2400
            --------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 February 15, 2006
             -------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|x|.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.



<PAGE>

CUSIP No. 91732M105                  13D
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Edwin Lee Buckmaster
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) |_|
                                                                         (b) |_|

--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS

      PF
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEMS 2(d) OR 2(e)                                         |_|


--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States
--------------------------------------------------------------------------------
               7     SOLE VOTING POWER

                     84,757,336
               -----------------------------------------------------------------
  NUMBER OF    8     SHARED VOTING POWER
   SHARES
 BENEFICIALLY        0
  OWNED BY     -----------------------------------------------------------------
    EACH       9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON            84,757,336
    WITH       -----------------------------------------------------------------
               10    SHARED DISPOSITIVE POWER

                     0
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      84,757,336
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|


--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      28.9%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON

      IN
--------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D


Item 1.

Common shares of Cardinal Communications, Inc., a Nevada corporation
390 Interlocken Crescent, Suite 900
Broomfield, CO  80021


Item 2.

(a) Edwin Lee Buckmaster
(b) 5632 E. Libbey, Scottsdale, AZ  85252
(c) Retired
(d) None
(e) None
(f) United States

Item 3.

Purchases were made with cash on hand.


Item 4.

Mr. Buckmaster acquired the common shares
for investment purposes.  Mr. Buckmaster may,
from time to time, make additional purchases of
securities of Cardinal either in the open market or
in private transactions, or may take other actions
depending on his evaluation of Cardinal's business,
prospects and financial condition.  Depending on such
factors, Mr. Buckmaster may also decide to hold or
dispose of all or part of his investment.
Mr. Buckmaster may also decide to participate
in debt financing by Cardinal. Except as provided herein,
Mr. Buckmaster has no present plan or proposal that
relates to or would result in any of the events,
actions or conditions specified in paragraphs
(a) through (j) of Item 4, Schedule 13D.

Item 5.

(a) Mr. Buckmaster may be deemed to be the beneficial
owner of 84,757,336 shares of Cardinal's common stock,
which represents 28.89% based on 292,186,611 shares of
common stock outstanding as of August, 2005 as
represented in Cardinal's Quarterly Report Form 10-Q,
filed on August 18, 2005 and added thereto for purposes
of calculating such percentage the shares of common
stock held by Mr. Buckmaster on an as converted basis.
Mr. Buckmaster's ownership of 84,757,336 common
shares is based on ownership of 83,538,470
common shares, a warrant which is convertible into
266,666 shares of common stock and 9,522
shares of Series B convertible preferred stock
(each share is convertible into 100 shares of
common stock). The exercisability of the warrant
and the Series B convertible preferred stock are
described in Item 6.

(b) 84,757,336
(c) On the dates set forth below, Mr. Buckmaster
purchased the following shares of common stock
on the open market through Wedbush Morgan Securities:

        12/15/2005 	250,000 shares at 0.019 per share
        12/16/2005 	350,000 shares at 0.019 per share
        12/19/2005 	184,430 shares at 0.019 per share
        12/19/2005 	630,000 shares at 0.019 per share
        12/20/2005 	914,000 shares at 0.019 per share
        12/28/2005 	290,441 shares at 0.017 per share
        12/30/2005 	14,000 shares at 0.017 per share
        1/3/2006 	      442,680 shares at 0.017 per share
        1/4/2006 	      97,669 shares at 0.017 per share
        1/5/2006 	      516,572 shares at 0.017 per share
        1/20/2006 	193,180 shares at 0.022 per share
        2/9/2006        15,372,015 shares at 0.0273 per share

(d) N/A
(e) N/A

Item 6.

Warrant: Pursuant to that certain Warrant to
Purchase Common Stock, by and between
Mr. Buckmaster, as buyer, and Cardinal, as
seller,dated as of October 28, 2004, the "Warrant"),
Cardinal sold to Mr. Buckmaster warrants to purchase
up to 266,666 shares of common stock of Cardinal at
a convertible price of $0.10 per share with an
expiration date of October 28, 2006. The Warrant
may be exercised in whole or in part
at any time prior to the expiration date.
A form of the Warrant is attached as Exhibit A.

Series B Convertible Preferred Stock:  Each share
of Series B Convertible Preferred Stock
("Series B") is convertible, at the option of
the holder, into fully paid and non-assessable
shares of common stock at any time in the
holder's discretion. In the event that 60% or greater
of all of Cardinal's Series B issued as of a
particular date are proposed to be converted to,
or have been converted to, common stock, then all
of the remaining issued and outstanding Series
B shall be automatically converted into common stock.


Item 7.

The Warrant is attached as Exhibit A.
The Company has previously filed the Certificate of Designations
pertaining to the Series B with the SEC.




After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement
is true, complete and correct.

Date

Signature

Name/Title

August 15, 2006                      /s/ EDWIN LEE BUCKMASTER






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>warrant.txt
<DESCRIPTION>EXHIBIT 1-WARRANT
<TEXT>
EXHIBIT A
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR ANY APPLICABLE STATE SECURITIES LAWS
COVERING SUCH SECURITIES OR THE SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION
UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
No.__
WARRANT TO PURCHASE COMMON STOCK
of
USURF AMERICA, INC.
         1. Number of shares subject to Warrant. FOR VALUE RECEIVED, on and
after the date hereof, and subject to the terms and conditions herein set forth,
Holder (as defined below) is entitled to purchase from Usurf America, Inc., a
Nevada corporation (the "Company"), at a price per share equal to the Exercise
Price (as defined below), Sixty Six thousand Six Hundred and Sixty Six (66,666)
shares of the Company's Common Stock (subject to the adjustments as described
below, the "Warrant Shares") upon exercise of this Warrant pursuant to Section 6
or Section 7 hereof.
         2. Definitions. As used in this Warrant, the following terms shall have
the definitions ascribed to them below:
                  a. "Acquisition of the Company" shall mean (i) a merger,
reorganization or consolidation with or into any other entity, or any other
transaction (or series of related transactions) in which the holders of the
Company's capital stock immediately prior to the consummation of such
transaction(s) hold less than fifty percent (50%) of the voting or equity
securities of the surviving entity (or its parent), or (ii) the sale, transfer,
lease or exclusive license of all or substantially all of the assets of the
Company.
                  b. "Common Stock" shall mean the Company's common stock, par
value 50.0001 per share.
                  c. "Exercise Price" shall mean $0.10 per share, as the same
may be adjusted from time to time in accordance with the terms hereof.
                  d. "Holder" shall mean Craig A. Cook, or its successors and
assigns.
                  e. "Principal Market" means initially the OTC Bulletin Board
and shall also include the American Stock Exchange, New York Stock Exchange, the
NASDAQ Small-Cap Market or the NASDAQ National Market, whichever is at the time
the principal trading exchange or market for the Common Stock, based upon share
volume.
                  f. "Securities" shall mean fully paid and non-assessable
shares of Common Stock for which this Warrant is exercisable.
                  g. "YWAP" shall mean, for any date, the price determined by
the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Principal Market, the daily volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on the primary
Principal Market on which the Common Stock is then listed or quoted as reported
by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. EST to 4:02
p.m. Eastern Time) using the VAP function; (b) if the Common Stock is not then
listed or quoted on the Principal Market and if prices for the Common Stock are
then reported in the "Pink Sheets" published by the National Quotation Bureau
Incorporated (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Common Stock so
reported; or (c) in all other cases, the fair market value of a share of Common
Stock as determined by a nationally recognized independent appraiser selected in
good faith by purchasers holding a majority of the principal amount of shares
then outstanding.
                  h. "Warrant Shares" shall have the meaning set forth in
Section 1 of this Warrant.
         3. Adjustments and Notices. This Warrant shall be subject to adjustment
front time to time in accordance with the following provisions:
                  (a) Subdivision. Stock Dividends or Combinations. In case the
Company shall at any time subdivide the outstanding shares of the Securities or
shall issue a stock dividend with respect to the Securities, the Exercise Price
in effect immediately prior to such subdivision or the issuance of such dividend
shall be proportionately decreased and the number of Securities issuable shall
be proportionately increased, and in case the Company shall at any time combine
the outstanding shares of the Securities, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased and the
number of Securities issuable shall be proportionately decreased, effective at
the close of business on the date of such subdivision, dividend or combination,
as the case may be.
                  (b) Reclassification, Exchange, Substitution, In-Kind
Distribution. Upon any reclassification, exchange, substitution or other event
that results in a change of the number and/or class of the securities issuable
upon exercise or of this Warrant or upon the payment of a dividend in securities
or property other than Securities, the Holder shall be entitled to receive, upon
exercise of this Warrant, the number and kind of securities and property that
Holder would have received for the Securities if this Warrant had been exercised
immediately before the record date for such reclassification, exchange,
substitution, or other event or immediately prior to the record date for such
dividend, The Company or its successor shall promptly issue to Holder a new
Warrant for such new securities or other property. The new Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 3 including, without limitation,
adjustments to the Exercise Price and to the number of securities or property
issuable upon exercise of the new Warrant. The provisions of this Section 3(b)
shall similarly apply to successive reclassifications, exchanges, substitutions,
or other events and successive dividends.
                  (c) Reorganization, Merger, etc. In case of any (i)
Acquisition of the Company, or (ii) sale by the Company's stockholders of 50% or
more of the Company's outstanding securities in one or more related
transactions, the Company, or such successor or purchasing corporation, as the
case may be, shall, as a condition to closing any such reorganization, merger or
sale, duly execute and deliver to the Holder hereof a new warrant so that the
Holder shall have the right to receive, at a total purchase price not to exceed
that payable upon the exercise of the unexercised portion of this Warrant, and
in lieu of the shares of the Securities theretofore issuable upon exercise of
this Warrant, the kind and amount of shares of stock, other securities, money
and property receivable upon such reorganization, merger or sale by the Holder
of the number of shares of Securities then purchasable under this Warrant. Such
new warrant shall provide for adjustments that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section 3. The
provisions of this subparagraph (c) shall similarly apply to successive
reorganizations, mergers and sales.
                  (d) No Impairment The Company shall not, by amendment of its
Articles of Incorporation, as amended, or through a reorganization, transfer of
assets, consolidation, merger, dissolution, issue, or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed under this Warrant by the Company,
but shall at all times in good faith assist in carrying out of all the
provisions of this Warrant and in taking all such action as may be necessary or
appropriate to protect the Holder's rights under this Warrant against
impairment. If the Company takes any action affecting the Securities other than
as described above that adversely affects Holder's rights under this Warrant,
the Exercise Price shall be appropriately adjusted downward.
                  (e) Notice. Upon any adjustment of the Exercise Price and any
increase or decrease in the number of shares of the Securities purchasable upon
the exercise of this Warrant, then, and in each such case, the Company, as
promptly as practicable thereafter, shall give written notice thereof to the
Holder of this Warrant at the address of such Holder as shown on the books of
the Company which notice shall state the Exercise Price as adjusted and the
increased or decreased number of shares purchasable upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation of each.
The Company further agrees to notify the Holder of this Warrant in writing of a
reorganization, merger or sale in accordance with Section 3(c) hereof at least
twenty (20) days prior to the effective date or closing thereof. The Company
also agrees to notify the Holder of this Warrant in writing of a proposed public
offering at least thirty (30) days prior to the effective date or closing
thereof.
                  (f) Fractional Shares. No fractional shares shall be issuable
upon the exercise of the Warrant and the number of shares to be issued shall be
rounded up to the nearest whole share. If a fractional share interest arises
upon any exercise of the Warrant, the Company shall eliminate such fractional
share interest by paying the Holder an amount computed by multiplying the
fractional interest by the fair market value of a full share.

            4. No Stockholder Rights, This Warrant, by itself, as distinguished
from any shares purchased hereunder, shall not entitle its Holder to any of the
rights of a stockholder of the Company.
            5. Reservation of Stock; Taxes.
                  (a) Reservation of Stock. The Company will at all times
reserve from its authorized and unissued securities a sufficient number of
shares to provide for the issuance of Warrant Shares upon the exercise of this
Warrant. Issuance of this Warrant shall constitute full authority to the
Company's officers who are charged with the duty of executing stock certificates
to execute and issue the necessary certificates for shares of Warrant Shares
issuable upon the exercise or of this Warrant.
                  (b) Taxes. The Company covenants that all Securities that may
be issued upon the exercise of rights represented by this Warrant will, upon
exercise, be fully paid and nonassessable and free from all taxes, liens and
charges in respect of the issue (other than taxes in respect of any transfer
occurring contemporaneously with such issue). The Company shall pay any and all
United States federal, state and local taxes and other charges that may be
payable in connection with the preparation, issuance and delivery of the
certificates representing Securities issued hereunder.
            6. Exercise of Warrant. This Warrant may be exercised in whole or
part by the Holder, at any time prior to the second anniversary of the date
hereof, by the surrender of this Warrant, together with the Notice of Exercise
in the form attached hereto as Attachment 1, respectively, duly completed and
executed at the principal office of the Company, specifying the portion of the
Warrant to be exercised and accompanied by payment in full of the Exercise Price
in cash or by check with respect to the Securities being purchased. This Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above, and the
person entitled to receive the Securities issuable upon such exercise shall be
treated for all purposes as holder of such shares of record as of the close of
business on such date. As promptly as practicable after such date, the Company
shall issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of full shares of Securities issuable
upon such exercise_ If the Warrant shall be exercised for less than the total
number of Warrant Shares then issuable upon exercise, promptly after surrender
of the Warrant upon such exercise, the Company will execute and deliver a new
Warrant, dated the date hereof, evidencing the right of the Holder to the
balance of the Warrant Shares purchasable hereunder upon the same terms and
conditions set forth herein.
            7. Net Exercise Provision. In lieu of exercising this Warrant or any
portion hereof by payment of the Exercise Price in cash (or other agreed
method), subject to the other provisions of this Warrant to Purchase Capital
Stock, the Holder hereof shall have the right to exercise this Warrant or any
portion hereof into Warrant Shares at any time prior to the second anniversary
of the date hereof, by executing and delivering to the Company at its principal
office the Notice of Conversion in the form attached hereto as Attachment 2,
specifying the portion of the Warrant to be converted, and accompanied by this
Warrant. The number of Warrant Shares to be issued to Holder upon any conversion
of this Warrant shall be computed using the following formula:
X = ((P)(Y)(A-B)/A)
Where  X = the number Warrant Shares to be issued to the Holder for the portion
of the Warrant being converted.
P - the portion of the Warrant being converted expressed as a decimal fraction.
Y = the total number of Warrant Shares issuable upon exercise of the Warrant in
full.
A = the VWAP on the Trading Day immediately preceding the date of such election.
         B = the Exercise Price on the date of conversion.
Any portion of this Warrant that is converted shall be immediately canceled.
This Warrant or any portion hereof converted in accordance with this Section 7
shall be deemed to have been converted immediately prior to the close of
business on the date of its surrender for conversion as provided above, and the
person entitled to receive Warrant Shares issuable upon such conversion shall be
treated for all purposes as the Holder of such shares of record as of the close
of business on such date. As promptly as practicable after such date, the
Company shall issue and deliver to the person or persons entitled to receive the
same a certificate or certificates for the number of Warrant Shares issuable
upon such conversion. If the Warrant shall be converted for less than the total
number of Warrant Shares then issuable upon conversion, promptly after surrender
of the Warrant upon such conversion, the Company will execute and deliver a new
Warrant, dated the date hereof, evidencing the right of the Holder to the
balance of the Warrant Shares purchasable hereunder upon the same terms and
conditions set forth herein.
         8. Transfer of Warrant. This Warrant may be transferred or assigned by
the Holder hereof in whole or in part, provided that the transferor provides, at
the Company's reasonable request, an opinion of counsel reasonably satisfactory
to the Company that such transfer does not require registration under the Act
and the securities law applicable with respect to any other applicable
jurisdiction. Notwithstanding the foregoing, this Warrant may be transferred by
a Holder to an affiliate of such Holder if (i) the transferee agrees in writing
to be subject to the terms of this Warrant; and (ii) the Holder delivers written
notice of such transfer to the Company.
         9. Exchange of Warrants. Upon the surrender by the Holder of this
Warrant, properly endorsed, to the Company at the principal office of the
Company, the Company will, subject to the provisions of Section 8 hereof, issue
and deliver to or upon the order of such Holder, at the Company's expense, a new
Warrant or Warrants of like tenor, in the name of such Holder or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct,
calling in the aggregate on the face or faces thereof for the number of Warrant
Shares called for on the face of the Warrant so surrendered.
         10. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant or (in the case of loss, theft or destruction) upon delivery of a
reasonable indemnity agreement in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of this
Warrant, the Company, at its own expense, will issue, in lieu thereof; a new
Warrant of like tenor,
         11. Rights of Warrant Stock. Upon exercise of this Warrant into Warrant
Shares, the Company shall grant, and ensure that the Holder is given, identical
rights (including, without limitation, registration rights, anti-dilution,
liquidation, voting and preemptive rights, if any) as the other holders of
Common Stock.
         12. Registration Rights. The Warrant Shares shall be entitled to all
registration rights afforded to any other holder of Common Stock.
Notwithstanding anything contained herein to the contrary, the registration
rights described in this Section 12 shall not apply to the Warrants but shall
apply only to the Warrant Shares; provided, however, this restriction of the
registration rights to the Warrant shares shall not limit or otherwise affect
any registration rights to which any holder is entitled by virtue of such
holder's ownership of other shares of capital stock of the Company.
         13. Miscellaneous. This Warrant shall be governed by the laws of the
State of Colorado, as such laws are applied to contracts to be entered into and
performed entirely in Colorado. The headings in this Warrant are for purposes of
convenience and reference only, and shall not be deemed to constitute a part
hereof. All notices and other communications between the parties hereunder shall
be given in accordance with the Purchase Agreement.
         14. Severability. If one or more provisions of this Warrant are held to
be unenforceable under applicable law, the parties agree to renegotiate such
provision(s) in good faith, in order to maintain or achieve the economic
position enjoyed by each party as close as possible to that under the
provision(s) rendered unenforceable. In the event that the parties cannot reach
a mutually agreeable and enforceable replacement for such provision(s), then (i)
such provision(s) shall be excluded from this Warrant, (ii) the balance of the
provisions of this Warrant shall be interpreted as if such provision(s) were so
excluded and (iii) the balance of the provisions of this Warrant shall be
enforceable in accordance with its terms.
         15. Amendment and Waiver.  Any term of this Warrant may be amended or
waived only with the written consent of the Company and the Holder. Any
amendment or waiver effected in accordance with this Section 15 shall be binding
upon the Company and the Holder, and each of their permitted transferees. Any
waiver by the Company or the Holder of a breach of any provision of this Warrant
shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Warrant. The failure
of the Company or the Holder to insist upon strict adherence to any term of this
Warrant on one or more occasions shall not be considered a waiver or deprive
that party or those parties of the right thereafter to insist upon strict
adherence to that term or any other term of this Warrant, By acceptance hereof,
the Holder acknowledges that in the event the required consent is obtained, any
term of this Warrant may be amended or waived with or without the consent of the
Holder.

ISSUED:  ___10/28___, 2004

         USURF AMERICA, INC.

         By: /s/ Douglas O. McKinnon

           Name: Douglas O.McKinnon
           Title:   CEO______________
Attachment 1
NOTICE OF EXERCISE
TO: USURF AMERICA, INC.
         1. The undersigned hereby elects to purchase
_____________________shares of the Warrant Stock of USURF AMERICA, INC. pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
purchase price in full, together with all applicable transfer taxes, if any.
         2. Please issue a certificate or certificates representing said shares
of Warrant Stock in the name of the undersigned or in such other name as is
specified below:
(Name)
(Address)
(Date)
(Name of Holder)

By:
Title:
Attachment 2
                             NOTICE OF CONVERSION TO: USURF AMERICA, INC.
         1. The undersigned hereby elects to acquire ______ shares of the
Securities of  Usurf America, Inc. pursuant to Section 7 of the attached
Warrant, by conversion of _____percent ( __%) of the Warrant.
         2. Please issue a certificate or certificates representing said shares
of Securities in the name of the undersigned or in such other name as is
specified below:
(Name)
(Address)
Dated:
(Typed or Printed Name)
By:

(Signature)
</TEXT>
</DOCUMENT>
</SUBMISSION>
