Exhibit 3.2


                     Bylaws, as Amended as of April 20, 2005

                                       of

                               USURF America, Inc.

                                ---------------

                     ARTICLE I - OFFICE AND REGISTERED AGENT

      The principal office of the Corporation in the State of Nevada shall be
located at 502 East John, Carson City, Nevada 89706. The Corporation may
maintain such other offices, within or without the State of Nevada, as the Board
of Directors may from time to time designate. The location of the principal
office may be changed by the Board of Directors. The name of the registered
agent of the Corporation in the State of Nevada at its principal office is CSC
Services of Nevada, Inc.

                       ARTICLE II - SHAREHOLDERS' MEETINGS

      Section 2.1. Annual Meetings. The annual meeting of the shareholders of
the Corporation shall be held at such place within or without the State of
Nevada as shall be set forth in compliance with these Bylaws. The meeting shall
be held on the first Tuesday of December of each year. If such day is a legal
holiday, the meeting shall be on the next business day. This meeting shall be
for the election of directors and for the transaction of such other business as
may properly come before it.

      In the event that such annual meeting is omitted by oversight or otherwise
on the date herein provided for, the directors shall cause a meeting in lieu
thereof to be held as soon thereafter as conveniently may be, and any business
transacted or elections held at such meeting shall be as valid as if transacted
or held at the annual meeting. If the election of directors shall not be held on
the date designated herein for any annual meeting of shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of shareholders as soon thereafter as may conveniently be
called. Such subsequent meeting shall be called in the same manner as is
provided for the annual meeting of shareholders.

      Section 2.2. Special Meetings. Special meetings of shareholders, other
than those regulated by statute, may be called at any time by the President, or
by a majority of the directors, and must be called by the President upon written
request of the holders of not less than 10% of the issued and outstanding shares
entitled to vote at such special meeting.

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      Section 2.3. Notice of Shareholders' Meetings. The President, Vice
President or Secretary shall give written notice stating the place, day and hour
of the meeting, and in the case of a special meeting the purpose or purposes for
which the meeting is called, which shall be delivered not less than ten nor more
than fifty days before the day of the meeting, either personally or by mail to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the books of the
Corporation, with postage thereon prepaid.

      Any meeting of which all shareholders shall at any time waive or have
waived notice in writing shall be a legal meeting for the transaction of
business notwithstanding that notice has not been given as hereinbefore
provided.

      Section 2.4. Waiver of Notice. Whenever any notice whatever is required to
be given by these Bylaws, or the Articles of Incorporation, or by any of the
Corporation Laws of the State of Nevada, a shareholder may waive the notice of
meeting by attendance, either in person or by proxy, at the meeting, or by so
stating in writing, either before or after such meeting. Attendance at a meeting
for the express purpose of objecting that the meeting was not lawfully called or
convened shall not, however, constitute a waiver of notice.


      Section 2.5. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Nevada, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the registered office of the Corporation.

      Section 2.6. Closing of Transfer Books or Fixing Record Date. For the
purpose of determining shareholders entitled to notice or to vote at any meeting
of shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a period not to exceed in any
case 50 days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least 10 days immediately
preceding the date determined to be the date of record. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than 50 days and in case of a meeting of shareholders not less than
10 days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice or to vote at a meeting of shareholders or shareholders to
receive payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be deemed the date of record for
such determination of shareholders. When a determination of persons entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.

      Section 2.7. Quorum of Shareholders. Except as herein provided and as
otherwise provided by law, at any meeting of shareholders a majority in interest
of all the shares issued and outstanding represented by shareholders of record
in person or by proxy shall constitute a quorum, but a less interest may adjourn
any meeting and the meeting may be held as adjourned without further notice;
provided; however, that directors shall not be elected at the meeting so
adjourned. When a quorum is present at any meeting, a majority in interest of
the shares represented is one upon which the express provision of law or of the
Articles of Incorporation or of these Bylaws a larger or different vote is


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required, in which case such express provision shall govern and control the
decision of such question.

      Section 2.8. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any shareholder, for
any purpose germane to the meeting, during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.

      Section 2.9. Voting. A holder of an outstanding share entitled to vote at
a meeting may vote at such meeting in person or by proxy. Except as may
otherwise be provided in the Articles of Incorporation, every shareholder shall
be entitled to one vote for each share standing in his name on the record of
shareholders. Except as herein or in the Articles of Incorporation otherwise
provided, all corporate action shall be determined by a majority of the votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.

      Section 2.10. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

      Section 2.11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter thereof,
provided that if any greater proportion and voting power is required for such
action, then such greater proportion of written consents shall be required.

                        ARTICLE III - BOARD OF DIRECTORS

      Section 3.1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors may adopt
such rules and regulations for the conduct of their meetings and the management
of the Corporation as they deem proper.

      Section 3.2. Number, Tenure and Qualifications. The number of directors
for the Board of Directors of the Corporation shall be not less than two nor
more than ten. Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or shareholders of the
Corporation.


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      Section 3.3. Election of Board of Directors. The Board of Directors shall
be chosen by ballot at the annual meeting of shareholders or at any meeting held
in place thereof as provided by law.

      Section 3.4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than by this Bylaw, immediately following and
at the same place as the annual meeting of the shareholders. The Board of
Directors may provide by resolution the time and place for the holding of
additional regular meetings without other notice than this resolution.

      Members of the Board of Directors may participate in a meeting of the
Board by means of conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each other and
participation in a meeting under this subsection shall constitute presence in
person at the meeting, pursuant to Nevada Revised Statute, Section 78.315.

      Section 3.5. Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President or by
one-third of the directors. The Secretary shall give notice of the time, place
and purpose or purposes of each special meeting by mailing the same at least two
days before the meeting or by telephoning or telecopying or wiring the same at
least one day before the meeting to each director.

      Section 3.6. Waiver of Notice. Whenever any notice whatever is required to
be given by these Bylaws, or the Articles of Incorporation of the Corporation,
or by any of the Corporation Laws of the State of Nevada, a director may waive
the notice of meeting by attendance in person at the meeting, or by so stating
in writing, either before or after such meeting. Attendance at a meeting for the
express purpose of objecting that the meeting was not lawfully called or
convened shall not, however, constitute a waiver of notice.

      Section 3.7. Quorum. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without further
notice. At any meeting at which every director shall be present, even though
without any notice, any business may be transacted.

      Section 3.8. Manner of Acting. At all meetings of the Board of Directors,
each director shall have one vote. The act of a majority present at a meeting
shall be the act of the board of Directors, provided a quorum is present. Any
action required to be taken or which may be taken at a meeting of the directors
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all the directors. The directors may conduct a
meeting by means of a conference telephone or any similar communication
equipment by which all persons participating in the meeting can hear each other.

      Section 3.9. Powers of Directors. The Board of Directors shall have the
responsibility for the entire management of the business of the Corporation. In
the management and control of the property, business and affairs of the
Corporation the Board of Directors is hereby vested with all of the powers
possessed by the Corporation itself so far as this delegation of authority is
not inconsistent with the laws of the State of Nevada and with the Articles of
Incorporation or with these Bylaws. The Board of Directors shall have the power
to determine what constitutes net earnings, profits and surplus, respectively,


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and what amounts shall be reserved for working capital and for any other purpose
and what amounts shall be declared as dividends, and such determination by the
Board of Directors shall be final and conclusive.

      Section 3.10. Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation or removal of any director, or if
the authorized number of directors be increased, or if the shareholders fail at
any meeting of shareholders at which any director is to be elected, to elect the
full authorized number to be elected at that meeting.

      Any vacancy occurring in the Board of Directors, whether arising from
death, resignation, removal (with or without cause), any increase in the number
of directors or any other reason, may be filled by an affirmative vote of the
majority of the remaining directors, though less than a quorum of the Board of
Directors, or by the shareholders at the next annual meeting thereof or at a
special meeting thereof, and each director so elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.

      Section 3.11. Removals. Directors may be removed at any time at a meeting
called expressly for that purpose by a vote of the shareholders holding a
majority of the shares issued and outstanding and entitled to vote. Such vacancy
shall be filled by the directors then in office, though less than a quorum, to
hold office until the next annual meeting or until his successor is duly elected
and qualified, except that any directorship to be filled by reason of removal by
the shareholders may be filled by election, by the shareholders, at the meeting
at which the director is removed. No reduction of the authorized number of
directors shall have the effect of removing any director prior to the expiration
of his term of office.

      Section 3.12. Resignations. A director may resign at any time by
delivering written notification thereof to the President or Secretary of the
Corporation. Such resignation shall become effective upon its acceptance by the
Board of Directors; provided, however, that if the Board of Directors has not
acted thereon within ten days from the date of its delivery, the resignation
shall upon the tenth day be deemed accepted.

      Section 3.13. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

      Section 3.14. Compensation. By resolution of the Board of Directors, the
directors shall be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefore.

      Section 3.15. Emergency Power. When, due to a national disaster or death,
a majority of the directors are incapacitated or otherwise unable to attend the
meetings and function as directors, the remaining members of the Board of
Directors shall have all powers necessary to function as a complete Board and,


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for the purpose of doing business and filling vacancies, shall constitute a
quorum until such time as all directors can attend or vacancies can be filled
pursuant to these Bylaws.

      Section 3.16. Chairman. The Board of Directors may elect from its own
number a Chairman of the Board, who shall preside at all meetings of the Board
of Directors, and shall perform such other duties as may be prescribed from time
to time by the Board of Directors.

                              ARTICLE IV - OFFICERS

      Section 4.1. Number. The officers of the Corporation shall be a President,
one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be
elected by a majority of the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors. In its discretion, the Board of Directors may leave unfilled
for any such period as it may determine any office except those of President and
Secretary. Any two or more offices may be held by the same person. Officers may
or may not be directors or shareholders of the Corporation.

      Section 4.2. Election and Term of Office. The officers of the Corporation
are to be elected by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as convenient. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.

      Section 4.3. Resignation. Any officer may resign at any time by delivering
a written resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

      Section 4.4. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights. Any such removal shall
require a majority vote of the Board of Directors, exclusive of the officer in
question if he is also a director.

      Section 4.5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office shall be
created, may be filled by the Board of Directors for the unexpired portion of
the term.

      Section 4.6. President. The President shall be the chief executive and
administrative officer of the Corporation. He shall preside at all meetings of
the shareholders and, in the absence of the Chairman of the Board, at meetings
of the Board of Directors. He shall exercise such duties as customarily pertain
to the office of President and shall have general and active supervision over
the property, business and affairs of the Corporation and over its several
officers. He may appoint officers, agents or employees other than those


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appointed by the Board of Directors. He may sign, execute and deliver in the
name of the Corporation, powers of attorney, certificates of stock, contracts,
bonds, deeds, mortgages and other obligations and shall perform such other
duties as may be prescribed from time to time by the Board of Directors or by
the Bylaws.

      Section 4.7. Vice President. The Vice President shall have such powers and
perform such duties as may be assigned to him by the Board of Directors or the
President. In the absence or disability of the President, the Vice President
designated by the board or the President shall perform the Duties and exercise
the powers of the President. In the event there is more than one Vice President
and the Board of Directors has not designated which Vice President is to act as
President, then the Vice President who was elected first shall act as President.
A Vice President may sign and execute contracts and other obligations pertaining
to the regular course of his duties.

      Section 4.8. Secretary. The Secretary shall keep the minutes of all
meetings of the shareholders and of the Board of Directors and to the extent
ordered by the Board of Directors or the President, the minutes of meetings of
all committees. He shall cause notice to be given of the meetings of
shareholders, of the Board of Directors and of any committee appointed by the
board. He shall have custody of the corporate seal and general charge of the
records, documents and papers of the Corporation not pertaining to the
performance of the duties vested in other officers, which shall at all
reasonable times be open to the examination of any director. He may sign or
execute contracts with the President or Vice President thereunto authorized in
the name of the Corporation and affix the seal of the Corporation thereto. He
shall perform such other duties as may be prescribed from time to time by the
board of Directors or by the Bylaws. He shall be sworn to the faithful discharge
of his duties. Assistant Secretaries shall assist the Secretary and shall keep
and record such minutes of meetings as shall be directed by the Board of
Directors.

      Section 4.9. Treasurer. The Treasurer shall have general custody of the
collection and disbursement of funds of the Corporation for collection of
checks, notes, and other obligations, and shall deposit the same to the credit
of the Corporation in such bank or banks or depositories as the Board of
Directors may designate. He may sign, with the President, or such other persons
as may be designated for the purpose by the Board of Directors, all bills of
exchange or promissory notes of the Corporation. He shall enter or cause to be
entered regularly in the books of the Corporation full and accurate accounts of
all monies received and paid by him on account of the Corporation; shall at all
reasonable times exhibit his books and accounts to any director of the
Corporation upon application at the office of the Corporation during business
hours; and, whenever required by the Board of Directors or the President, shall
render a statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.

      Section 4.10. General Manager. The Board of Directors may employ and
appoint a General Manager who may, or may not, be one of the officers or
directors of the Corporation. If employed by the Board of Directors he shall be
the chief operating officer of the Corporation and, subject to the directions of
the Board of Directors, shall have general charge of the business operations of
the Corporation and general supervision over its employees and agents. He shall
have the exclusive management of the business of the Corporation and of all of
its dealings, but at all times subject to the control of the Board of Directors.
Subject to the approval of the Board of Directors or the executive committee, he
shall employ all employees of the Corporation, or delegate such employment to
subordinate officers, or such division officers, or such division chiefs, and
shall have authority to discharge any person so employed. He shall make a
quarterly report to the President and directors, or more often if required to do
so, setting forth the result of the operations under his charge, together with
suggestions looking to the improvement and betterment of the condition of the
Corporation, and to perform such other duties as the Board of Directors shall
require.


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      Section 4.11. Officers. Other officers shall perform such duties and have
such powers as may be assigned to them by the Board of Directors.

      Section 4.12. Salaries. The salaries or other compensation of the officers
of the Corporation shall be fixed from time to time by the Board of Directors
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents. No officer shall be prevented from receiving any such salary
or compensation by reason of the fact that he is also a director of the
corporation.

      Section 4.13. Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
Corporation a bond in such sums and with sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for the accounting for
all property, monies or securities of the Corporation which may come into his
hands.

                             ARTICLE V - COMMITTEES

      Section 5.1. Executive Committee. The Board of Directors may appoint from
among its members an Executive Committee of not less than two nor more than
seven members, one of whom shall be the President, and shall designate one or
more of its members as alternates to serve as a member or members of the
Executive Committee in the absence of a regular member or members. The Board of
Directors reserves to itself alone the power to declare dividends, sell or
otherwise dispose of all or substantially all of the assets of the Corporation,
recommend to shareholders any action requiring their approval, change the
membership of any committee at any time, fill vacancies therein, and discharge
any committee either with or without cause at any time. Subject to the foregoing
limitations, the Executive Committee shall possess and exercise all other powers
of the Board of Directors during the intervals between meetings.

      Section 5.2. Other Committees. The Board of Directors may also appoint
from among its own members such other committees as the Board may determine,
which shall in each case consist of not less than two directors, and which shall
have such powers and duties as shall from time to time be prescribed by the
Board. The President shall be a member ex officio of each committee appointed by
the Board of Directors. A majority of the members of any committee may fix its
rules of procedure.

               ARTICLE VI - CONTRACTS, LOANS, DEPOSITS AND CHECKS

      Section 6.1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.


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      Section 6.2. Loans. No loan or advances shall be contracted on behalf of
the Corporation, no negotiable paper or other evidence of its obligation under
any loan or advance shall be issued in its name, and no property of the
Corporation shall be mortgaged, pledged, hypothecated or transferred as security
for the payment of any loan, advance, indebtedness or liability of the
corporation unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.

      Section 6.3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select, or as may be selected by any officer or agent authorized to do so by the
Board of Directors.

      Section 6.4. Checks and Drafts. All notes, drafts, acceptances, checks,
endorsements and evidences of indebtedness of the Corporation shall be signed by
such officer or officers or such agent or agents of the Corporation and in such
manner as the Board of Directors from time to time may determine. Endorsements
for deposit to the credit of the Corporation in any of its duly authorized
depositories shall be made in such manner as the Board of Directors from time to
time may determine.

      Section 6.5. Bonds and Debentures. Every bond or debenture issued by the
Corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice President and by the Treasurer or by the
Secretary, and sealed with the seal of the Corporation. The seal may be
facsimile, engraved or printed. Where such bond or debenture is authenticated
with the manual signature of an authorized officer of the Corporation or other
trustee designated by the indenture of trust or other agreement under which such
security is issued, the signature of any of the Corporation's officers named
thereon may be facsimile. In case any officer who signed, or whose facsimile
signature has been used on any such bond or debenture, shall cease to be an
officer of the Corporation for any reason before the same has been delivered by
the Corporation, such bond or debenture may nevertheless be adopted by the
Corporation and issued and delivered as though the person who signed it or whose
facsimile signature has been used thereon had not ceased to be such officer.

                           ARTICLE VII - CAPITAL STOCK

      Section 7.1. Certificates of Shares. The shares of the Corporation shall
be represented by certificates prepared by the Board of Directors and signed by
the President or a Vice President, and by the Secretary, or an Assistant
Secretary, and sealed with the seal of the Corporation or a facsimile. The
signatures of such officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or one of its employees. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board may prescribe.

      Section 7.2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by


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power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.

      Section 7.3. Transfer Agent and Registrar. The Board of Directors shall
have power to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class, and may require
that stock certificates shall be countersigned and registered by one or more of
such transfer agents and registrars.

      Section 7.4. Lost or Destroyed Certificates. The Corporation may issue a
new certificate to replace any certificate theretofore issued by it alleged to
have been lost or destroyed. The Board of Directors may require the owner of
such a certificate or his legal representatives to give the Corporation a bond
in such sum and with such sureties as the Board of Directors may direct to
indemnify the Corporation and its transfer agents and registrars, if any,
against claims that may be made on account of the issuance of such new
certificates. A new certificate may be issued without requiring any bond.

      Section 7.5. Consideration for Shares. The capital stock of the
Corporation shall be issued for such consideration, but not less than the par
value thereof, as shall be fixed from time to time by the Board of Directors. In
the absence of fraud, the determination of the Board of Directors as to the
value of any property or services received in full or partial payment of shares
shall be conclusive.

      Section 7.6. Registered Shareholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder thereof
in fact, and shall not be bound to recognize any equitable or other claim to or
on behalf of the Corporation, any and all of the rights and powers incident to
the ownership of such stock at any such meeting, and shall have power and
authority to execute and deliver proxies and consents on behalf of the
Corporation in connection with the exercise by the Corporation of the rights and
powers incident to the ownership of such stock. The Board of Directors, from
time to time may confer like powers upon any other person or persons.

                         ARTICLE VIII - INDEMNIFICATION

      Section 8.1. Indemnification. No officer or director shall be personally
liable for any obligations arising out of any acts or conduct of said officer or
director performed for or on behalf of the Corporation. The Corporation shall
and does hereby indemnify and hold harmless each person and his heirs and
administrators who shall serve at any time hereafter as a director or officer of
the Corporation from and against any and all claims, judgments and liabilities
to which such persons shall become subject by reason of any action alleged to
have been heretofore or hereafter taken or omitted to have been taken by him as
such director or officer, and shall reimburse each such person for all legal and
other expenses reasonably incurred by him in connection with any such claim of
liability; including power to defend such person from all suits as provided for
under the provisions of the Nevada Corporation Laws; provided, however that no
such person shall be indemnified against, or be reimbursed for, any expense
incurred in connection with any claim or liability arising out of his own gross
negligence or willful misconduct. The rights accruing to any person under the
foregoing provisions of this section shall not exclude any other right to which
he may lawfully be entitled, nor shall anything herein contained restrict the
right of the Corporation to indemnify or reimburse such person in any proper


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case, even though not specifically herein provided for. The Corporation, its
directors, officers, employees and agents shall be fully protected in taking any
action or making any payment or in refusing so to do in reliance upon the advice
of counsel.

      Section 8.2. Other Indemnification. The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.

      Section 8.3. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer or employee
of the Corporation, or is or was serving at the request of the Corporation in
such capacity for another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him
in any capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against liability under the
provisions of this Article VIII or the laws of the State of Nevada.

      Section 8.4. Settlement by Corporation. The right of any person to be
indemnified shall be subject always to the right of the Corporation by its Board
of Directors, in lieu of such indemnity, to settle any such claim, action, suit
or proceeding at the expense of the Corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection therewith.

                             ARTICLE IX - AMENDMENTS

      These Bylaws may be altered, amended, repealed, or added to by the
affirmative vote of the holders of a majority of the shares entitled to vote in
the election of any director at an annual meeting or at a special meeting called
for that purpose, provided that a written notice shall have been sent to each
shareholder of record entitled to vote at such meetings at least ten days before
the date of such annual or special meetings, which notice shall state the
alterations, amendments, additions, or changes which are proposed to be made in
such Bylaws. Only such changes shall be made as have been specified in the
notice. The Bylaws may also be altered, amended, repealed, or new Bylaws adopted
by a majority of the entire Board of Directors at any regular or special
meeting. Any Bylaws adopted by the Board may be altered, amended, or repealed by
a majority of the shareholders entitled to vote.

                             ARTICLE X - FISCAL YEAR

      The fiscal year of the Corporation shall be December 31, and may be varied
by resolution of the Board of Directors.


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                             ARTICLE XI - DIVIDENDS

      The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the unreserved and unrestricted
earned surplus of the Corporation except the directors may declare dividends in
accordance with the laws of the State of Nevada.

                          ARTICLE XII - CORPORATE SEAL

      The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of incorporation.

      Adopted by resolution of the Board of Directors the 28th day of March,
2000.


                                               /s/ Waddell D. Loflin
                                               Waddell D. Loflin, Secretary

                                               USURF AMERICA, INC.
                                               (a Nevada corporation)



A. AMENDMENT TO THE BYLAWS

                                January 21, 2005

A. Article IX of the Bylaws of Usurf America, Inc., a Nevada corporation (the
"Corporation"), provides that a majority of the members of the Corporation's
Board of Directors (the "Board") have the power to amend the Bylaws of the
Corporation ("Bylaws") at any regular or special meeting.

B. The Board desires, and deems it to be in the best interest of the
Corporation, to add new Article XIII to the Bylaws.

     RESOLVED, that Article XIII if the Bylaws is added to the Bylaws to read,
in its entirety, as follows:


         Article XIII - Acquisition of Controlling Interests

         The provisions of Nevada Revised Statutes Sections 78.378 to 78.3793 do
         not apply to any acquisition of the capital stock of the Corporation by
         Sovereign Partners, LLC, a Colorado limited liability company, its
         members or its affiliates.


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B. AMENDMENT TO THE BYLAWS

                                 April 20, 2005

      A. Article II of the Bylaws of Usurf America, Inc., a Nevada corporation
(the "Corporation"), provides that a majority of the members of the
Corporation's Board of Directors (the "Board") have the power to amend the
Bylaws of the Corporation ("Bylaws") at any regular or special meeting.

      B. The Board desires, and deems it to be in the best interest of the
Corporation, to modify and amend Article II to the Bylaws to change the annual
shareholders meeting date.

      RESOLVED , that Article II, Section 2.1, of the Bylaws is hereby amended
by deleting the words "first Tuesday of December" and inserting in its place the
following words: "first Tuesday of June" such that the annual meeting shall be
the designated by the Bylaws for the first Tuesday of June of each year.

      C. The Board desires, and deems it to be in the best interest of the
Corporation, to modify and amend Article III, Section 3.10, to provide greater
clarity as the rights of the Board of Directors to fill vacancies on the Board
of Directors.

RESOLVED, that Article III, Section 3.10, is hereby amended by deleting Section
3.10 in its entirety and replacing it with the following:

      "Section 3.10. Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation or removal of any director, or if
the authorized number of directors be increased, or if the shareholders fail at
any meeting of shareholders at which any director is to be elected, to elect the
full authorized number to be elected at that meeting, or for any other reason
that results in a vacancy on the Board of Directors.

      Any vacancy occurring in the Board of Directors may be filled by an
affirmative vote of the majority of the remaining directors, though less than a
quorum of the Board of Directors, or by the shareholders at the next annual
meeting thereof or at a special meeting thereof, and each director so elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office, or if no prior term shall exist, shall hold office until the next annual
meeting of shareholders or until his successor is duly appointed or elected
under the terms of these Bylaws.


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