EXHIBIT 10
                              EMPLOYMENT AGREEMENMT
                                 RICHARD KOONTZ

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  ("Agreement")  is made by and between USURF
America,  Inc., a duly organized Nevada  corporation  ("Employer"),  and Richard
Koontz a resident of the State of Colorado ("Employee").

W I T N E S S E T H:

         WHEREAS,  Employer  is in  need  of  persons  with  experience  at  the
         executive  level in  developing  the business  operations of companies,
         such as Employer;

         WHEREAS,  Employee has a substantial amount of the executive experience
         needed by Employer; and

         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

         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

         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

         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:

SECTION I.  EMPLOYMENT OF EMPLOYEE

         Employer hereby  employs,  engages and hires Employee as Executive Vice
President,  Corporate  Development of Employer,  and Employee hereby accepts and
agrees  to  such  hiring,  engagement  and  employment,  subject  to the  direct
supervision  and  direction  of the CEO of  Employer,  as  well  as the  general
supervision  and  pursuant to the orders,  advice and  direction of the Board of
Directors of Employer. Employee duties shall include, but not be limited to, the
duties and  responsibilities  as set forth on Exhibit "A" attached  hereto,  and
employee shall also include 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.

SECTION II.  EMPLOYEE'S PERFORMANCE

         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.


SECTION III.  COMPENSATION OF EMPLOYEE

         Employer  shall pay Employee,  and Employee shall accept from Employer,
in full payment for Employee's services hereunder, compensation as follows:

         A.       Salary.  Employee shall be paid as and for a salary the sum of
                  $12,500  per  month,  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.


                                       1
<PAGE>


         B.       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's  established
                  procedures.  Employee  shall be  entitled  to  Directors'  and
                  Officers'  indemnification  insurance  coverage  to  the  same
                  extent as is provided to other persons employed as officers of
                  Employer.

         C.       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.

         D.       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.

         E.       Car  Allowance.  Employee will receive a monthly car allowance
                  of $500.

         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.  If  applicable,  vacation  time  can  be
                  accumulated year-to-year up to three years maximum.

         G.       Warrants.  Upon the signing of this Agreement Employee will be
                  granted 250,000 warrants priced at $.20, expiring 3 years from
                  the date of issuance. Additionally, Employee shall participate
                  in  the  proposed  Management   incentive  plan  as  generally
                  described in Exhibit "B" attached hereto.

SECTION IV.  COMPANY POLICIES

         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.

SECTION V.  CONFIDENTIALITY AGREEMENT; NON-COMPETITION AGREEMENT

         A.       In  consideration  of  Employer's  executing  this  Agreement,
                  Employee shall have  executed,  prior to the execution of this
                  Agreement,  a Confidentiality  Agreement (the "Confidentiality
                  Agreement"), in the form attached hereto as Exhibit "A".

         B.       In  consideration  of  Employer'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 "Non-Competition Agreement"), in the form attached hereto
                  as Exhibit "B".

         C.       The obligations  under the  Confidentiality  Agreement and the
                  Non-Competition  Agreement  shall survive the  termination  of
                  this Agreement.

SECTION VI.  TERM AND TERMINATION

         A.       Term.  The term of this  Agreement  shall  be a period  of one
                  year,  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.

         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


                                       2
<PAGE>


                  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.

                  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 less.

                  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's  estate should his  employment  cease
                  due to death.


SECTION VII.  COMPLETE AGREEMENT

         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.

SECTION VIII.  WAIVER; MODIFICATION

         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.

SECTION IX.  SEVERABILITY

         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.

SECTION X.  NOTICES

         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.

SECTION XI.  CORPORATE AUTHORITY OF EMPLOYER

         The  execution of this  Agreement by Employer has been  approved by the
Executive Committee of the Board of Directors of Employer.


                                       3
<PAGE>


SECTION XII.  REPRESENTATIONS OF EMPLOYEE

         A.       Employee  hereby  represents  to Employer  that he is under no
                  legal  disability  with  respect  to his  entering  into  this
                  Agreement.

         B.       Receipt of Disclosure. Employee hereby represents and warrants
                  that  he  has  received  and  reviewed  financial  information
                  including (1) Employer's  Annual Report on Form 10-KSB for the
                  year ended  December  31,  2003,  as filed  with the SEC,  (2)
                  Employer's Quarterly Reports on Form 10-QSB, as filed with the
                  SEC and (3) Employer's Current Reports on Form 8-K, as amended
                  and as filed with the SEC.  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.

         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 "restricted
                  securities",  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.


SECTION XIII.  COUNTERPARTS

         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.

SECTION XIV.  BENEFIT

         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.

SECTION XV.  ARBITRATION

         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.

         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.

SECTION XVI.  LEGAL REPRESENTATION

         Employer and Employee both acknowledge that each has utilized  separate
legal counsel with respect to this Agreement. EMPLOYEE IS ADMONISHED TO SEEK HIS
OWN LEGAL COUNSEL.

SECTION XVII.  GOVERNING LAW

         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.


                                       4
<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the 30th day of June, 2004.

                                                 USURF AMERICA , INC.



                                                 By: /s/ Douglas O. McKinnon
                                                   -----------------------------
                                                   Douglas O. McKinnon
                                                   President and CEO



                                                 -------------------------------
                                                 Employee


                                       5
<PAGE>


                                    EXHIBIT A
                                    SECTION 1
                           DUTIES AND RESPONSIBILITIES

The employee's duties and responsibilities are to include, but not limited to
the following:

     o    Financial oversight and accounting controls:  Employee shall have sole
          signing  authority for all checks over $5,000 in the  corporation  and
          its  subsidiaries,  and for  authorizing  all capital  expenditures in
          excess of $15,000 from funds provided through Atlas Capital.  Employee
          shall be responsible  for the internal  system of accounting  controls
          and the related  reporting  requirements  of and  compliance  with the
          Sarbanes-Oxley Act

     o    Public  Reporting:  Employee shall have  responsibility  for the areas
          dealing with SEC reporting,  Regulation FD disclosures and assist with
          the  process  of  applying  for  trading  status  on a major  national
          exchange  (NASDAQ or AMEX) as well as assist in the  determination  of
          the proper capital structure for the related exchange.

     o    Acquisitions:  Employee shall be  responsible  for  investigating  and
          evaluating all  acquisitions,  and preparing a recommendation  for the
          board on each. This  recommendation will take into effect the impact a
          candidate  acquisition would have on ongoing operations,  with special
          emphasis on cash flows and  marketing  efforts.  It will  identify the
          operational and marketing  steps  necessary to integrate,  and amplify
          the benefits of, any acquisition.

     o    Resource  Forecasting  (Financial  and  Personnel):  Employee shall be
          responsibility  for  the  creation  of  a  company-wide  project  plan
          incorporating  all major projects,  marketing  campaigns,  acquisition
          needs,  and items  involving  either  manpower  resources or financial
          outlays.

     o    Get-A-Phone:  Employee shall act as Corporate  Sponsor and liaison for
          Get-A-Phone  and shall  provide  assistance in  establishing  business
          plan,  targets,  and related budgets as well as the implementation the
          of the Texas and national rollout of their products.


                                       6
<PAGE>



USURF America, Inc.
6005 Delmonico Drive, Suite 140
Colorado Springs, CO 80919

        Re:       Confidentiality Agreement
Gentlemen:

     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.

     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.

     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.

     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.

     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.

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.

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 there
from. 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 there from.

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.


                                       7
<PAGE>


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.




-------------------------------
Employee




                                       8
<PAGE>


                            AGREEMENT NOT TO COM PETE


         THIS  AGREEMENT  NOT TO COMPETE is entered  into by and  between  USURF
America,   Inc.,  a  Nevada   corporation   ("Employer"),   and  Richard  Koontz
("Employee").


         WHEREAS,  Employee is employed by Employer as Executive Vice President,
Corporate  Development,  pursuant to an employment  agreement  (the  "Employment
Agreement"); and


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


         NOW, THEREFORE, the parties agree as follows:

         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.

         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.

         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.

         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.

         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.

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

         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.

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


                                       9
<PAGE>


                                                 USURF AMERICA, INC.

                                                 /s/ Douglas O. McKinnon
                                                 -------------------------------
Date: June ____, 2004                            Douglas O. McKinnon
                                                 President and CEO


                                                 ----------------------------
                                                 Employee



                                       10