EXHIBIT 4.1.F
                               SECURITY AGREEMENT


                                                                       EXHIBIT F

                               SECURITY AGREEMENT

         SECURITY AGREEMENT, dated as of March 5, 2004 (this "Agreement"), among
Usurf  America,  Inc., a Nevada  corporation  (the  "Debtor")  and the holder or
holders of the Company's Secured  Convertible  Debenture due July 5, 2005 in the
original  principal amount of $2,850,000 (the  "Debenture"),  signatory  hereto,
their  endorsees,  transferees  and  assigns  (collectively  referred to as, the
"Secured Parties").

                              W I T N E S S E T H:

         WHEREAS,  pursuant to the Debenture, the Secured Parties have severally
agreed to extend the loans to the Debtor evidenced by the Debenture; and

         WHEREAS,  in order to induce  the  Secured  Parties to extend the loans
evidenced by the Debentures, the Debtor has agreed to execute and deliver to the
Secured Parties this Agreement and to grant the Secured Parties, pari passu with
each other Secured Party, a first priority security interest in certain property
of the Debtor to secure the prompt payment, performance and discharge in full of
all of the Debtor's obligations under the Debenture.

         NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

         1. Certain Definitions.  As used in this Agreement, the following terms
shall  have  the  meanings  set  forth in this  Section  1.  Terms  used but not
otherwise  defined in this  Agreement  that are  defined in Article 9 of the UCC
(such as  "general  intangibles"  and  "proceeds")  shall  have  the  respective
meanings given such terms in Article 9 of the UCC.

                  (a)  "Collateral"  means the  collateral  in which the Secured
         Parties are granted a security  interest  by this  Agreement  and which
         shall include the  following,  whether  presently  owned or existing or
         hereafter  acquired or coming into  existence,  and all  additions  and
         accessions thereto and all substitutions and replacements  thereof, and
         all  proceeds,  products  and  accounts  thereof,  including,   without
         limitation,  all proceeds  from the sale or transfer of the  Collateral
         and of insurance covering the same and of any tort claims in connection
         therewith:

                           (i)  All  Goods  of the  Debtor,  including,  without
                  limitations,  all  machinery,   equipment,   computers,  motor
                  vehicles, trucks, tanks, boats, ships, appliances,  furniture,
                  special and general tools, fixtures,  test and quality control
                  devices  and other  equipment  of every  kind and  nature  and
                  wherever  situated,  together  with all documents of title and
                  documents  representing the same, all additions and accessions
                  thereto,  replacements  therefor,  all parts therefor, and all
                  substitutes  for any of the foregoing and all other items used
                  and useful in connection with the Debtor's  businesses and all
                  improvements thereto (collectively, the "Equipment"); and

                           (ii) All Inventory of the Debtor; and

                           (iii) All of the Debtor's contract rights and general
                  intangibles,  including,  without limitation,  all partnership
                  interests, stock or other securities,  licenses,  distribution
                  and   other    agreements,    computer    software    (whether
                  "off-the-shelf", licensed from any third party or developed by
                  Debtor)  computer   software   development   rights,   leases,
                  franchises, customer lists, quality control procedures, grants
                  and rights, goodwill, trademarks, service marks, trade styles,
                  trade names, patents, patent applications, copyrights, deposit
                  accounts  and income tax refunds  (collectively,  the "General
                  Intangibles"); and


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                           (iv) All  Receivables  of the  Debtor  including  all
                  insurance  proceeds,  and rights to refunds or indemnification
                  whatsoever owing, together with all instruments, all documents
                  of title representing any of the foregoing,  all rights in any
                  merchandising,  goods,  equipment,  motor  vehicles and trucks
                  which any of the same may  represent,  and all  right,  title,
                  security  and  guaranties  with  respect  to each  Receivable,
                  including any right of stoppage in transit; and

                           (v) All of the Debtor's  documents,  instruments  and
                  chattel  paper,  files,  records,  books of account,  business
                  papers, computer programs and the products and proceeds of all
                  of the  foregoing  Collateral  set forth in  clauses  (i)-(iv)
                  above.

                  (c) "Obligations" means all of the Debtor's  obligations under
         this  Agreement  and the  Debentures,  in  each  case,  whether  now or
         hereafter  existing,  voluntary  or  involuntary,  direct or  indirect,
         absolute or  contingent,  liquidated  or  unliquidated,  whether or not
         jointly  owed  with  others,  and  whether  or not  from  time  to time
         decreased or extinguished and later increased, created or incurred, and
         all or any portion of such obligations or liabilities that are paid, to
         the  extent all or any part of such  payment  is  avoided or  recovered
         directly or indirectly from any of the Secured Parties as a preference,
         fraudulent  transfer or otherwise as such  obligations  may be amended,
         supplemented, converted, extended or modified from time to time.

                  (d) "UCC" means the Uniform  Commercial  Code and or any other
         applicable law of any jurisdiction (including,  without limitation, the
         state of California) as to any Collateral located therein.

         2. Grant of First Priority Security Interest.  As an inducement for the
Secured Parties to extend the loans as evidenced by the Debentures and to secure
the complete and timely payment,  performance and discharge in full, as the case
may  be,  of all of the  Obligations,  the  Debtor  hereby  unconditionally  and
irrevocably pledges, grants and hypothecates to the Secured Parties a continuing
and  perfected  first  priority  security  interest in and to, a lien upon and a
right of set-off against all of their  respective  right,  title and interest of
whatsoever kind and nature in and to, the Collateral (the "Security Interest").

         3. Representations, Warranties, Covenants and Agreements of the Debtor.
The Debtor  represents  and warrants  to, and  covenants  and agrees  with,  the
Secured Parties as follows:

                  (a) The Debtor has the requisite corporate power and authority
         to enter into this Agreement and otherwise to carry out its obligations
         hereunder.  The  execution,  delivery and  performance by the Debtor of
         this  Agreement  and the filings  contemplated  therein  have been duly
         authorized  by all  necessary  action on the part of the  Debtor and no
         further action is required by the Debtor.

                  (b) The Debtor represents and warrants that they have no place
         of business  or offices  where  their  respective  books of account and
         records  are  kept  (other  than  temporarily  at  the  offices  of its
         attorneys  or  accountants)  or places  where  Collateral  is stored or
         located, except as set forth on Schedule A attached hereto.

                  (c) Except as set forth on  Schedule B  attached  hereto,  the
         Debtor is the sole owner of the  Collateral  (except for  non-exclusive
         licenses  granted by the Debtor in the  ordinary  course of  business),
         free and clear of any liens, security interests,  encumbrances,  rights
         or claims,  and are fully authorized to grant the Security  Interest in
         and to pledge the Collateral.  There is not on file in any governmental
         or  regulatory  authority,  agency or  recording  office  an  effective
         financing  statement,  security  agreement,  license or transfer or any
         notice of any of the foregoing  (other than those that will be filed in
         favor of the Secured Parties  pursuant to this  Agreement)  covering or
         affecting any of the Collateral.  So long as this Agreement shall be in
         effect,  Debtor shall not execute and shall not knowingly  permit to be
         on file in any such office or agency any such  financing  statement  or
         other document or instrument (except to the extent filed or recorded in
         favor of the Secured Parties pursuant to the terms of this Agreement).


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                  (d) No part of the Collateral has been judged invalid or
         unenforceable. No written claim has been received that any Collateral
         or Debtor's use of any Collateral violates the rights of any third
         party. There has been no adverse decision to Debtor's claim of
         ownership rights in or exclusive rights to use the Collateral in any
         jurisdiction or to Debtor's right to keep and maintain such Collateral
         in full force and effect, and there is no proceeding involving said
         rights pending or, to the best knowledge of the Debtor, threatened
         before any court, judicial body, administrative or regulatory agency,
         arbitrator or other governmental authority.

                  (e) The  Debtor  shall  at all  times  maintain  its  books of
         account and records  relating to the Collateral at its principal  place
         of business and its Collateral at the locations set forth on Schedule A
         attached  hereto and may not relocate such books of account and records
         or tangible  Collateral  unless it  delivers to the Secured  Parties at
         least 30 days  prior to such  relocation  (i)  written  notice  of such
         relocation  and the new  location  thereof  (which  must be within  the
         United States) and (ii) evidence that appropriate  financing statements
         under  the UCC and  other  necessary  documents  have  been  filed  and
         recorded  and other  steps  have been  taken to  perfect  the  Security
         Interest to create in favor of the Secured  Parties a valid,  perfected
         and continuing first priority lien in the Collateral.

                  (f) This Agreement  creates in favor of the Secured  Parties a
         valid  security  interest in the  Collateral  securing  the payment and
         performance of the Obligations  and, upon making the filings  described
         in the immediately following sentence, a perfected security interest in
         such Collateral.

                  (g) The Debtor hereby  authorizes the Secured Parties,  or any
         of them, to file one or more financing  statements  under the UCC, with
         respect to the Security  Interest  with the proper filing and recording
         agencies in any jurisdiction deemed proper by them.

                  (h) The execution,  delivery and performance of this Agreement
         by the Debtor does not conflict  with,  or  constitute a default (or an
         event that with notice or lapse of time or both would become a default)
         under,  or  give  to  others  any  rights  of  termination,  amendment,
         acceleration or cancellation (with or without notice,  lapse of time or
         both) of, any  agreement,  credit  facility,  debt or other  instrument
         (evidencing Debtor's debt or otherwise) or other understanding to which
         Debtor is a party or by which any  property  or asset of the  Debtor is
         bound or affected.  No consent  (including,  without  limitation,  from
         stockholders  or creditors of the Debtor) is required for the Debtor to
         enter into and perform its obligations hereunder.

                  (i) The  Debtor  shall at all  times  maintain  the  liens and
         Security  Interest  provided for hereunder as valid and perfected first
         priority liens and security interests in the Collateral in favor of the
         Secured  Parties  until  this  Agreement  and  the  Security   Interest
         hereunder shall be terminated pursuant to Section 11 hereof. The Debtor
         hereby  agrees to defend  the same  against  any and all  persons.  The
         Debtor shall  safeguard and protect all  Collateral  for the account of
         the Secured Parties. At the request of the Secured Parties,  the Debtor
         will sign and deliver to the  Secured  Parties at any time or from time
         to time one or more  financing  statements  pursuant to the UCC in form
         reasonably satisfactory to the Secured Parties and will pay the cost of
         filing the same in all public offices  wherever filing is, or is deemed
         by the Secured  Parties to be,  necessary  or  desirable  to effect the
         rights and  obligations  provided  for  herein.  Without  limiting  the
         generality of the foregoing,  the Debtor shall pay all fees,  taxes and
         other  amounts  necessary to maintain the  Collateral  and the Security
         Interest  hereunder,  and the Debtor  shall  obtain and  furnish to the
         Secured  Parties from time to time,  upon demand,  such releases and/or
         subordinations  of claims and liens  which may be  required to maintain
         the priority of the Security Interest hereunder.

                  (j)  The  Debtor  will  not  transfer,  pledge,   hypothecate,
         encumber,  license  (except  for  non-exclusive  licenses  granted by a
         Debtor in its ordinary course of business and sales of inventory), sell
         or otherwise dispose of any of the Collateral without the prior written
         consent of a majority in interest of the Secured Parties.


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                  (k)  The  Debtor  shall  keep  and  preserve  its   Equipment,
         Inventory and other tangible  Collateral in good condition,  repair and
         order and shall not operate or locate any such  Collateral (or cause to
         be operated or located) in any area excluded from insurance coverage.

                  (l) The  Debtor  shall,  within  ten  (10)  days of  obtaining
         knowledge thereof,  advise the Secured Parties promptly,  in sufficient
         detail,  of  any  substantial  change  in  the  Collateral,  and of the
         occurrence of any event which would have a material  adverse  effect on
         the  value  of the  Collateral  or on  the  Secured  Parties'  security
         interest therein.

                  (m) The  Debtor  shall  promptly  execute  and  deliver to the
         Secured Parties such further deeds,  mortgages,  assignments,  security
         agreements,  financing  statements  or  other  instruments,  documents,
         certificates and assurances and take such further action as the Secured
         Parties may from time to time  request  and may in its sole  discretion
         deem necessary to perfect,  protect or enforce its security interest in
         the  Collateral  including,  without  limitation,  if  applicable,  the
         execution and delivery of a separate security agreement with respect to
         each Debtor's  intellectual property  ("Intellectual  Property Security
         Agreement")  in which the Secured  Parties have been granted a security
         interest  hereunder,  substantially in a form acceptable to the Secured
         Parties, which Intellectual Property Security Agreement,  other than as
         stated  therein,  shall be subject  to all of the terms and  conditions
         hereof.

                  (n) The Debtor  shall  permit the  Secured  Parties  and their
         representatives  and agents to inspect the  Collateral at any time, and
         to make  copies  of  records  pertaining  to the  Collateral  as may be
         requested by a Secured Party from time to time.

                  (o) The Debtor  shall take all steps  reasonably  necessary to
         diligently pursue and seek to preserve, enforce and collect any rights,
         claims,  causes of action  and  accounts  receivable  in respect of the
         Collateral.

                  (p) The Debtor shall  promptly  notify the Secured  Parties in
         sufficient  detail upon becoming aware of any attachment,  garnishment,
         execution or other legal process  levied  against any Collateral and of
         any other information received by the Debtor that may materially affect
         the value of the  Collateral,  the Security  Interest or the rights and
         remedies of the Secured Parties hereunder.

                  (q) All information  heretofore,  herein or hereafter supplied
         to the Secured  Parties by or on behalf of the Debtor  with  respect to
         the Collateral is accurate and complete in all material  respects as of
         the date furnished.

                  (r) The Debtor  shall at all times  preserve  and keep in full
         force and effect their respective valid existence and good standing and
         any rights and franchises material to its business.

                  (s) The Debtor will not change its name,  corporate structure,
         or identity, or add any new fictitious name unless it provides at least
         30 days prior written notice to the Secured Parties of such change and,
         at the time of such  written  notification,  such Debtor  provides  any
         financing  statements  or fixture  filings  necessary  to  perfect  and
         continue  perfected the first priority  Security  Interest  granted and
         evidenced by this Agreement.

                  (t) The Debtor may not  consign any of its  Inventory  or sell
         any of its  Inventory  on  bill  and  hold,  sale  or  return,  sale on
         approval,  or other  conditional terms of sale without the consent of a
         majority  in  interest  of  the  Secured  Parties  which  shall  not be
         unreasonably withheld.

                  (u) The Debtor may not relocate its chief executive  office to
         a new location  without  providing 30 days prior  written  notification
         thereof  to the  Secured  Parties  and so long as,  at the time of such
         written  notification,  the Debtor provides any financing statements or
         fixture filings  necessary to perfect and continue  perfected the first
         priority Security Interest granted and evidenced by this Agreement.


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         4. Defaults. The following events shall be "Events of Default", subject
first to a 30 day cure period (if cure is possible)  after the occurrence of any
such Event of Default:

                  (a) The  occurrence  of an Event of Default (as defined in the
         Debenture) under the Debenture;

                  (b) Any representation or warranty of Debtor in this Agreement
         shall prove to have been incorrect in any material respect when made;

                  (c) The  failure by Debtor to  observe  or perform  any of its
         obligations  hereunder  for five (5) days after  delivery  to Debtor of
         notice of such failure by or on behalf of a Secured Party;

                  (c) If any provision of this  Agreement  shall at any time for
         any  reason  be  declared  to be null  and  void,  or the  validity  or
         enforceability  thereof  shall be contested by Debtor,  or a proceeding
         shall be commenced by Debtor,  or by any governmental  authority having
         jurisdiction  over  Debtor,  seeking to  establish  the  invalidity  or
         unenforceability  thereof,  or Debtor  shall  deny that  Debtor has any
         liability or obligation  purported to be created under this  Agreement;
         or

         5. Duty To Hold In Trust.  Upon the  occurrence of any Event of Default
and at any time  thereafter,  the Debtor  shall,  upon  receipt of any  revenue,
income or other sums subject to the Security Interest,  whether payable pursuant
to the Debenture or otherwise, or of any check, draft, note, trade acceptance or
other instrument  evidencing an obligation to pay any such sum, hold the same in
trust for the Secured Parties and shall forthwith  endorse and transfer any such
sums or instruments,  or both, to the Secured Parties, pro-rata in proportion to
their initial purchases of Debentures for application to the satisfaction of the
Obligations (and if any Debenture is not outstanding,  pro-rata in proportion to
the initial purchases of the remaining Debentures).

         6. Rights and Remedies Upon Default.  Upon the  occurrence of any Event
of Default and at any time thereafter,  the Secured Parties shall have the right
to exercise all of the remedies  conferred  hereunder and under the  Debentures,
and the  Secured  Parties  shall have all the rights and  remedies  of a secured
party under the UCC.  Without  limitation,  the Secured  Parties  shall have the
following rights and powers:

                  (a)  The  Secured   Parties  shall  have  the  right  to  take
         possession of the Collateral and, for that purpose, enter, with the aid
         and assistance of any person, any premises where the Collateral, or any
         part thereof,  is or may be placed and remove the same,  and the Debtor
         shall  assemble  the  Collateral  and make it  available to the Secured
         Parties at places which the Secured  Parties shall  reasonably  select,
         whether at the Debtor's  premises or elsewhere,  and make  available to
         the Secured  Parties,  without  rent,  all of the  Debtor's  respective
         premises and facilities  for the purpose of the Secured  Parties taking
         possession  of,  removing  or putting  the  Collateral  in  saleable or
         disposable form.

                  (b) The  Secured  Parties  shall have the right to operate the
         business of the Debtor using the Collateral and shall have the right to
         assign, sell, lease or otherwise dispose of and deliver all or any part
         of the Collateral, at public or private sale or otherwise,  either with
         or without special conditions or stipulations, for cash or on credit or
         for future  delivery,  in such  parcel or  parcels  and at such time or
         times and at such place or places,  and upon such terms and  conditions
         as the Secured Parties may deem  commercially  reasonable,  all without
         (except  as shall be  required  by  applicable  statute  and  cannot be
         waived)  advertisement  or demand upon or notice to the Debtor or right
         of redemption of a Debtor, which are hereby expressly waived. Upon each
         such sale,  lease,  assignment  or other  transfer of  Collateral,  the
         Secured Parties may,  unless  prohibited by applicable law which cannot
         be waived,  purchase all or any part of the Collateral being sold, free
         from and  discharged of all trusts,  claims,  right of  redemption  and
         equities of the Debtor, which are hereby waived and released.


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         7.  Applications of Proceeds.  The proceeds of any such sale,  lease or
other  disposition of the Collateral  hereunder  shall be applied first,  to the
expenses of retaking,  holding,  storing,  processing  and  preparing  for sale,
selling, and the like (including,  without limitation, any taxes, fees and other
costs  incurred in connection  therewith) of the  Collateral,  to the reasonable
attorneys' fees and expenses  incurred by the Secured Parties in enforcing their
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and then to  satisfaction  of the  Obligations  pro rata  among the
Secured Parties,  and to the payment of any other amounts required by applicable
law,  after which the Secured  Parties  shall pay to the  applicable  Debtor any
surplus  proceeds.  If,  upon the  sale,  license  or other  disposition  of the
Collateral,  the proceeds  thereof are  insufficient to pay all amounts to which
the  Secured  Parties are  legally  entitled,  the Debtor will be liable for the
deficiency,  together with interest thereon, at the rate of 10% per annum or the
lesser  amount  permitted  by  applicable  law  (the  "Default  Rate"),  and the
reasonable fees of any attorneys employed by the Secured Parties to collect such
deficiency.  To the extent  permitted by  applicable  law, the Debtor waives all
claims,  damages and demands  against  the  Secured  Parties  arising out of the
repossession,  removal,  retention or sale of the Collateral,  unless due to the
gross negligence or willful misconduct of the Secured Parties.

         8.  Costs  and  Expenses.  The  Debtor  agrees  to pay  all  reasonable
out-of-pocket  fees,  costs and expenses  incurred in connection with any filing
required  hereunder,  including  without  limitation,  any financing  statements
pursuant  to  the  UCC,   continuation   statements,   partial  releases  and/or
termination   statements  related  thereto  or  any  expenses  of  any  searches
reasonably required by the Secured Parties.  The Debtor shall also pay all other
claims and charges which in the reasonable  opinion of the Secured Parties might
prejudice,  imperil or otherwise affect the Collateral or the Security  Interest
therein.  The Debtor will also,  upon  demand,  pay to the  Secured  Parties the
amount of any and all reasonable  expenses,  including the  reasonable  fees and
expenses of its counsel and of any experts and agents, which the Secured Parties
may incur in connection  with (i) the  enforcement of this  Agreement,  (ii) the
custody  or  preservation  of,  or  the  sale  of,  collection  from,  or  other
realization upon, any of the Collateral, or (iii) the exercise or enforcement of
any of the rights of the Secured  Parties under the  Debentures.  Until so paid,
any  fees  payable  hereunder  shall be added  to the  principal  amount  of the
Debentures and shall bear interest at the Default Rate.

         9.  Responsibility  for Collateral.  The Debtor assumes all liabilities
and responsibility in connection with all Collateral,  and the Obligations in no
way be  affected or  diminished  by reason of the loss,  destruction,  damage or
theft of any of the Collateral or its unavailability for any reason.

         10. Security Interest  Absolute.  All rights of the Secured Parties and
all Obligations of the Debtor  hereunder,  shall be absolute and  unconditional,
irrespective of: (a) any lack of validity or  enforceability  of this Agreement,
the Debentures or any agreement  entered into in connection  with the foregoing,
or any portion hereof or thereof; (b) any change in the time, manner or place of
payment  or  performance  of,  or in  any  other  term  of,  all  or  any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Debentures or any other  agreement  entered into in connection with the
foregoing; (c) any exchange,  release or nonperfection of any of the Collateral,
or any release or amendment or waiver of or consent to departure  from any other
collateral for, or any guaranty,  or any other  security,  for all or any of the
Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and
cancel in its sole discretion any insurance claims or matters made or arising in
connection  with the  Collateral;  or (e) any  other  circumstance  which  might
otherwise  constitute any legal or equitable defense available to a Debtor, or a
discharge of all or any part of the Security Interest granted hereby.  Until the
Obligations  shall  have  been paid and  performed  in full,  the  rights of the
Secured  Parties  shall  continue  even if the  Obligations  are  barred for any
reason, including, without limitation, the running of the statute of limitations
or bankruptcy.  The Debtor  expressly  waives  presentment,  protest,  notice of
protest,  demand, notice of nonpayment and demand for performance.  In the event
that at any time any transfer of any  Collateral or any payment  received by the
Secured Parties hereunder shall be deemed by final order of a court of competent
jurisdiction to have been a voidable  preference or fraudulent  conveyance under
the bankruptcy or insolvency laws of the United States, or shall be deemed to be
otherwise  due to any party other than the Secured  Parties,  then,  in any such
event,  the Debtor's  obligations  hereunder shall survive  cancellation of this
Agreement, and shall not be discharged or satisfied by any prior payment thereof
and/or  cancellation  of this  Agreement,  but shall  remain a valid and binding
obligation  enforceable in accordance with the terms and provisions  hereof. The
Debtor  waives all right to require the Secured  Parties to proceed  against any
other person or to apply any  Collateral  which the Secured  Parties may hold at
any time, or to marshal assets, or to pursue any other remedy. The Debtor waives
any defense  arising by reason of the  application of the statute of limitations
to any obligation secured hereby.


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         11. Term of Agreement.  This Agreement and the Security  Interest shall
terminate on the date on which all payments under the Debentures  have been made
in full or have  been  satisfied  and all  other  Obligations  have been paid or
discharged.  Upon such termination,  the Secured Parties,  at the request and at
the expense of the Debtor, will join in executing any termination statement with
respect  to  any  financing  statement  executed  and  filed  pursuant  to  this
Agreement.

         12. Power of Attorney; Further Assurances.

                  (a) The Debtor authorizes the Secured Parties, and does hereby
         make,  constitute and appoint the Secured Parties and their  respective
         officers,   agents,   successors   or   assigns   with  full  power  of
         substitution,  as the Debtor's true and lawful  attorney-in-fact,  with
         power, in the name of the various  Secured  Parties or the Debtor,  to,
         after the occurrence and during the continuance of an Event of Default,
         (i) endorse any note, checks, drafts, money orders or other instruments
         of  payment  (including  payments  payable  under or in  respect of any
         policy of  insurance) in respect of the  Collateral  that may come into
         possession  of the  Secured  Parties;  (ii) to  sign  and  endorse  any
         financing  statement  pursuant  to the UCC or any  invoice,  freight or
         express bill,  bill of lading,  storage or warehouse  receipts,  drafts
         against debtors,  assignments,  verifications and notices in connection
         with accounts, and other documents relating to the Collateral; (iii) to
         pay or discharge taxes, liens, security interests or other encumbrances
         at any time levied or placed on or threatened  against the  Collateral;
         (iv) to demand,  collect,  receipt for, compromise,  settle and sue for
         monies due in respect of the Collateral;  and (v) generally,  to do, at
         the option of the Secured Parties, and at the expense of the Debtor, at
         any time,  or from time to time,  all acts and things which the Secured
         Parties  deem  necessary  to protect,  preserve  and  realize  upon the
         Collateral and the Security Interest granted therein in order to effect
         the  intent  of this  Agreement  and the  Debentures  all as fully  and
         effectually  as the Debtor  might or could do;  and the  Debtor  hereby
         ratifies all that said attorney  shall  lawfully do or cause to be done
         by virtue  hereof.  This power of attorney is coupled  with an interest
         and shall be irrevocable  for the term of this Agreement and thereafter
         as long as any of the Obligations shall be outstanding.

                  (b) On a  continuing  basis,  the Debtor  will make,  execute,
         acknowledge,  deliver,  file and  record,  as the case may be, with the
         proper filing and recording  agencies in any  jurisdiction,  including,
         without limitation,  the jurisdictions indicated on Schedule C attached
         hereto,  all  such  instruments,  and  take  all  such  action  as  may
         reasonably be deemed necessary or advisable, or as reasonably requested
         by the  Secured  Parties,  to perfect  the  Security  Interest  granted
         hereunder  and  otherwise  to carry out the intent and purposes of this
         Agreement,  or for assuring and  confirming to the Secured  Parties the
         grant or perfection of a first  priority  security  interest in all the
         Collateral under the UCC.

                  (c) The Debtor hereby irrevocably appoints the Secured Parties
         as the Debtor's attorney-in-fact,  with full authority in the place and
         instead of the Debtor and in the name of the Debtor,  from time to time
         in the Secured Parties'  discretion,  to take any action and to execute
         any  instrument  which  the  Secured  Parties  may  deem  necessary  or
         advisable to accomplish the purposes of this  Agreement,  including the
         filing,   in  its  sole  discretion,   of  one  or  more  financing  or
         continuation statements and amendments thereto,  relative to any of the
         Collateral without the signature of the Debtor where permitted by law.

         13. Notices.  All notices,  requests,  demands and other communications
hereunder shall be subject to the notice provision of the Purchase Agreement.

         14.  Other  Security.  To the extent  that the  Obligations  are now or
hereafter  secured by property  other than the  Collateral or by the  guarantee,
endorsement or property of any other person, firm,  corporation or other entity,
then the  Secured  Parties  shall have the  right,  in its sole  discretion,  to
pursue,  relinquish,  subordinate,  modify or take any other action with respect
thereto,  without in any way modifying or affecting any of the Secured  Parties'
rights and remedies hereunder.


<PAGE>


         15. Miscellaneous.

                  (a) No course of dealing  between  the Debtor and the  Secured
         Parties, nor any failure to exercise,  nor any delay in exercising,  on
         the  part  of the  Secured  Parties,  any  right,  power  or  privilege
         hereunder or under the  Debentures  shall operate as a waiver  thereof;
         nor shall  any  single  or  partial  exercise  of any  right,  power or
         privilege  hereunder  or  thereunder  preclude  any  other  or  further
         exercise  thereof  or  the  exercise  of  any  other  right,  power  or
         privilege.

                  (b) All of the rights and remedies of the Secured Parties with
         respect  to  the  Collateral,  whether  established  hereby  or by  the
         Debentures or by any other  agreements,  instruments or documents or by
         law shall be cumulative and may be exercised singly or concurrently.

                  (c) This  Agreement  constitutes  the entire  agreement of the
         parties  with respect to the subject  matter  hereof and is intended to
         supersede all prior  negotiations,  understandings  and agreements with
         respect thereto. Except as specifically set forth in this Agreement, no
         provision  of this  Agreement  may be modified  or amended  except by a
         written agreement  specifically  referring to this Agreement and signed
         by the parties hereto.

                  (d) In the event any provision of this Agreement is held to be
         invalid,  prohibited  or  unenforceable  in any  jurisdiction  for  any
         reason,  unless such  provision  is narrowed by judicial  construction,
         this Agreement shall, as to such jurisdiction,  be construed as if such
         invalid,  prohibited or unenforceable  provision had been more narrowly
         drawn  so as  not  to be  invalid,  prohibited  or  unenforceable.  If,
         notwithstanding the foregoing,  any provision of this Agreement is held
         to be invalid,  prohibited or unenforceable in any  jurisdiction,  such
         provision, as to such jurisdiction,  shall be ineffective to the extent
         of   such   invalidity,   prohibition   or   unenforceability   without
         invalidating  the  remaining  portion  of such  provision  or the other
         provisions  of this  Agreement  and without  affecting  the validity or
         enforceability  of  such  provision  or the  other  provisions  of this
         Agreement in any other jurisdiction.

                  (e) No waiver of any breach or default or any right under this
         Agreement shall be considered valid unless in writing and signed by the
         party giving such  waiver,  and no such waiver shall be deemed a waiver
         of any  subsequent  breach or default or right,  whether of the same or
         similar nature or otherwise.

                  (f) This  Agreement  shall be  binding  upon and  inure to the
         benefit of each party hereto and its successors and assigns.

                  (g) Each party shall take such further  action and execute and
         deliver such further  documents as may be necessary or  appropriate  in
         order to carry out the provisions and purposes of this Agreement.

                  (h)  All  questions  concerning  the  construction,  validity,
         enforcement and  interpretation  of this Agreement shall be governed by
         and construed and enforced in accordance  with the internal laws of the
         State of New York, without regard to the principles of conflicts of law
         thereof.  Each  party  agrees  that  all  proceedings   concerning  the
         interpretations,   enforcement   and   defense   of  the   transactions
         contemplated  by this  Agreement  and the  Debenture  (whether  brought
         against  a  party  hereto  or  its  respective  affiliates,  directors,
         officers,  shareholders,   employees  or  agents)  shall  be  commenced
         exclusively  in the state and federal courts sitting in the City of New
         York,  Borough of  Manhattan.  Each  party  hereto  hereby  irrevocably
         submits to the exclusive  jurisdiction  of the state and federal courts
         sitting  in  the  City  of New  York,  Borough  of  Manhattan  for  the
         adjudication of any dispute hereunder or in connection herewith or with
         any transaction  contemplated  hereby or discussed  herein,  and hereby
         irrevocably  waives,  and agrees not to assert in any  proceeding,  any
         claim that it is not personally subject to the jurisdiction of any such
         court,  that such  proceeding  is improper.  Each party  hereto  hereby
         irrevocably  waives personal service of process and consents to process


<PAGE>


         being  served in any such  proceeding  by  mailing a copy  thereof  via
         registered or certified  mail or overnight  delivery  (with evidence of
         delivery)  to such party at the  address  in effect  for  notices to it
         under this Agreement and agrees that such service shall constitute good
         and sufficient service of process and notice thereof. Nothing contained
         herein  shall be deemed to limit in any way any right to serve  process
         in any manner  permitted by law. Each party hereto  hereby  irrevocably
         waives,  to the fullest extent permitted by applicable law, any and all
         right  to  trial  by jury in any  legal  proceeding  arising  out of or
         relating to this Agreement or the transactions  contemplated hereby. If
         either party shall  commence a proceeding to enforce any  provisions of
         this Agreement,  then the prevailing  party in such proceeding shall be
         reimbursed  by the other party for its  reasonable  attorneys  fees and
         other costs and expenses incurred with the  investigation,  preparation
         and prosecution of such proceeding.

                  (i)  This   Agreement   may  be  executed  in  any  number  of
         counterparts,  each of which when so executed  shall be deemed to be an
         original and, all of which taken together shall  constitute one and the
         same  Agreement.  In the  event  that any  signature  is  delivered  by
         facsimile  transmission,  such  signature  shall create a valid binding
         obligation of the party executing (or on whose behalf such signature is
         executed) the same with the same force and effect as if such  facsimile
         signature were the original thereof.

                            [SIGNATURE PAGES FOLLOW]

<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Security
Agreement to be duly executed on the day and year first above written.

                                                 USURF AMERICA, INC.


                                                 By: /s/ Douglas O. McKinnon
                                                   -----------------------------
                                                   Name:  Douglas O. Mckinnon
                                                   Title: President

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


<PAGE>



[SIGNATURE PAGE OF HOLDERS TO UAX SA]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing entity: _________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________

                      [SIGNATURE PAGE OF HOLDERS FOLLOWS]



<PAGE>


SCHEDULE A

Principal Place of Business of Debtor:

6005 Delmonico Drive, Suite 140
Colorado Springs, CO 80919

Locations Where Collateral is Located or Stored:

Colorado
Arizona