EXHIBIT 4.2.B
                          REGISTRATION RIGHTS AGREEMENT



                                                                       EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT


         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered  into as of  April  ___,  2004,  among  Usurf  America,  Inc.,  a Nevada
corporation  (the  "Company"),  and the purchasers  signatory  hereto (each such
purchaser  is a  "Purchaser"  and all such  purchasers  are,  collectively,  the
"Purchasers").

         This Agreement is made pursuant to the Securities  Purchase  Agreement,
dated as of the date hereof among the Company and the Purchasers  (the "Purchase
Agreement").

         The Company and the Purchasers hereby agree as follows:

         1. Definitions

         Capitalized  terms  used  and not  otherwise  defined  herein  that are
defined in the Purchase  Agreement  shall have the meanings  given such terms in
the Purchase  Agreement.  As used in this  Agreement,  the following terms shall
have the following meanings:

                  "Effectiveness  Date"  means,  with  respect  to  the  initial
         Registration  Statement  required  to be  filed  hereunder,  the  150th
         calendar  day  following  the  Closing  Date and,  with  respect to any
         additional  Registration  Statements which may be required  pursuant to
         Section  3(c),  the 90th  calendar day  following the date on which the
         Company  first  knows,  or  reasonably  should  have  known,  that such
         additional  Registration  Statement  is required  hereunder;  provided,
         however,  in the event the Company is notified by the  Commission  that
         one of the above Registration  Statements will not be reviewed or is no
         longer subject to further review and comments,  the Effectiveness  Date
         as to such  Registration  Statement  shall  be the  fifth  Trading  Day
         following  the date on which the  Company is so  notified  if such date
         precedes the dates required above.

                  "Effectiveness  Period"  shall have the  meaning  set forth in
         Section 2(a).

                  "Filing Date" means, with respect to the initial  Registration
         Statement  required  hereunder,  the 30th  calendar day  following  the
         Closing  Date  and,  with  respect  to  any   additional   Registration
         Statements which may be required pursuant to Section 3(c), the 15th day
         following  the date on which the Company  first  knows,  or  reasonably
         should  have  known  that such  additional  Registration  Statement  is
         required hereunder.

                  "Holder" or "Holders" means the holder or holders, as the case
         may be, from time to time of Registrable Securities.

                  "Indemnified  Party"  shall  have  the  meaning  set  forth in
         Section 5(c) hereof.

                  "Indemnifying  Party"  shall  have the  meaning  set  forth in
         Section 5(c) hereof.

                  "Losses" shall have the meaning set forth in Section 5(a).

                  "Proceeding" means an action,  claim,  suit,  investigation or
         proceeding (including,  without limitation, an investigation or partial
         proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus"  means the prospectus  included in a Registration
         Statement  (including,  without limitation,  a prospectus that includes
         any information  previously  omitted from a prospectus filed as part of


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         an  effective   registration  statement  in  reliance  upon  Rule  430A
         promulgated  under the Securities  Act), as amended or  supplemented by
         any prospectus supplement, with respect to the terms of the offering of
         any portion of the  Registrable  Securities  covered by a  Registration
         Statement,  and all other amendments and supplements to the Prospectus,
         including post-effective  amendments,  and all material incorporated by
         reference or deemed to be incorporated by reference in such Prospectus.

                  "Registrable Securities" means (i) all of the shares of Common
         Stock  issuable  upon  conversion in full of the  Debentures,  (ii) all
         shares  issuable as interest on the  Debentures  assuming  all interest
         payments are made in shares of Common Stock and the Debentures are held
         until maturity, (iii) all Warrant Shares, (iv) any securities issued or
         issuable  upon  any  stock  split,   dividend  or  other   distribution
         recapitalization or similar event with respect to the foregoing and (v)
         any additional  shares  issuable in connection  with any  anti-dilution
         provisions in the Debentures.

                  "Registration  Statement"  means the  registration  statements
         required  to  be  filed  hereunder  and  any  additional   registration
         statements  contemplated by Section 3(c),  including (in each case) the
         Prospectus,  amendments and supplements to such registration  statement
         or  Prospectus,  including  pre-  and  post-effective  amendments,  all
         exhibits thereto, and all material  incorporated by reference or deemed
         to be incorporated by reference in such registration statement.

                  "Rule  415"  means  Rule  415  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission  having  substantially  the same  purpose and effect as such
         Rule.

                  "Rule  424"  means  Rule  424  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission  having  substantially  the same  purpose and effect as such
         Rule.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Underlying  Shares" means the shares of Common Stock issuable
         upon  conversion of the  Debentures,  the Warrant  Shares and shares of
         Common  Stock  issued  and  issuable  in lieu of the  cash  payment  of
         interest on the Debentures.

                  "Warrants"  shall  mean the  Common  Stock  purchase  warrants
         issued to the Purchasers pursuant to the Purchase Agreement.

                  "Warrant  Shares"  shall  mean  the  shares  of  Common  Stock
         issuable upon exercise of the Warrants.

         2. Shelf Registration

         (a) On or prior to each Filing Date, the Company shall prepare and file
with the Commission a "Shelf" Registration Statement covering the resale of 150%
of the Registrable  Securities on such Filing Date for an offering to be made on
a continuous basis pursuant to Rule 415. The Registration  Statement shall be on
Form S-3 (unless the Company is not then  eligible to register  the  Registrable
Securities for resale on Form S-3, in which case such  registration  shall be on
another  appropriate  form in accordance  herewith)  and shall  contain  (unless
otherwise  directed by the  Holders)  substantially  the "Plan of  Distribution"
attached hereto as Annex A. Subject to the terms of this Agreement,  the Company
shall use its best  efforts to cause the  Registration  Statement to be declared
effective  under the  Securities  Act as promptly  as possible  after the filing
thereof, but in any event prior to the applicable  Effectiveness Date, and shall
use its best efforts to keep such Registration  Statement continuously effective
under the  Securities  Act  until all  Registrable  Securities  covered  by such
Registration Statement have been sold or may be sold without volume restrictions
pursuant to Rule 144(k) as determined by the counsel to the Company  pursuant to
a written  opinion  letter  to such  effect,  addressed  and  acceptable  to the
Company's transfer agent and the affected Holders (the "Effectiveness  Period").
The  Company  shall  immediately   notify  the  Holders  via  facsimile  of  the
effectiveness  of the  Registration  Statement  on the same day that the Company
receives  notification of the effectiveness  from the Commission.  Failure to so
notify the Holder within 1 Trading Day of such  notification  shall be deemed an
Event under Section 2(b).


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         (b) If: (i) a  Registration  Statement  is not filed on or prior to its
Filing Date (if the Company files a Registration Statement without affording the
Holders the opportunity to review and comment on the same as required by Section
3(a), the Company shall not be deemed to have satisfied clause (i)), or (ii) the
Company  fails  to file  with the  Commission  a  request  for  acceleration  in
accordance  with Rule 461  promulgated  under the  Securities  Act,  within five
Trading  Days of the date that the  Company is  notified  (orally or in writing,
whichever is earlier) by the Commission  that a Registration  Statement will not
be "reviewed," or not subject to further review, or (iii) prior to its Effective
Date, the Company fails to file a pre-effective  amendment and otherwise respond
in writing to comments made by the  Commission  in respect of such  Registration
Statement within 10 Trading Days after the receipt of comments by or notice from
the  Commission  that such  amendment  is required  in order for a  Registration
Statement to be declared  effective,  or (iv) a Registration  Statement filed or
required to be filed  hereunder is not declared  effective by the  Commission by
its  Effectiveness  Date,  or (v)  after  the  Effective  Date,  a  Registration
Statement  ceases  for any  reason to remain  continuously  effective  as to all
Registrable Securities for which it is required to be effective,  or the Holders
are not permitted to utilize the Prospectus  therein to resell such  Registrable
Securities  for 15  consecutive  days  or an  aggregate  of 25 days  during  any
12-month period (which need not be consecutive days) (any such failure or breach
being referred to as an "Event", and for purposes of clause (i) or (iv) the date
on which such Event  occurs,  or for  purposes  of clause (ii) the date on which
such five  Trading Day period is  exceeded,  or for purposes of clause (iii) the
date which such 10 Trading Day period is exceeded, or for purposes of clause (v)
the date on which such 15 or 25 day period,  as  applicable,  is exceeded  being
referred to as "Event  Date"),  then,  on each such Event Date and every monthly
anniversary  thereof until the applicable  Event is cured, the Company shall pay
to each Holder an amount in cash,  as  liquidated  damages and not as a penalty,
equal to 2.0% per  month,  pro rata on a daily  basis,  of (i) the  Subscription
Amount paid by such Holder  pursuant to the Purchase  Agreement  of  Registrable
Securities then held by such Holder, and (ii) if the Warrants are "in the money"
and then held by the Holder,  the value of any outstanding  Warrants  (valued at
the difference  between the average of the VWAPs during the applicable month and
the  Exercise  Price  multiplied  by the  number of  shares of Common  Stock the
Warrants  are  exercisable  into).  If the Company  fails to pay any  liquidated
damages  pursuant  to this  Section  in full  within  seven  days after the date
payable,  the Company will pay  interest  thereon at a rate of 18% per annum (or
such lesser  maximum  amount that is permitted to be paid by applicable  law) to
the Holder,  accruing daily from the date such liquidated  damages are due until
such amounts,  plus all such interest thereon,  are paid in full. The liquidated
damages  pursuant to the terms  hereof  shall apply on a pro-rata  basis for any
portion of a month prior to the cure of an Event.


         3. Registration Procedures

         In connection with the Company's  registration  obligations  hereunder,
the Company shall:

         (a) Not  less  than  five  Trading  Days  prior to the  filing  of each
Registration  Statement or any related Prospectus or any amendment or supplement
thereto  (including  any  document  that would be  incorporated  or deemed to be
incorporated  therein by  reference),  the  Company  shall,  (i) furnish to each
Holder copies of all such documents proposed to be filed, which documents (other
than those  incorporated  or deemed to be  incorporated  by  reference)  will be
subject  to the  review  of such  Holders,  and  (ii)  cause  its  officers  and
directors,  counsel and independent  certified public  accountants to respond to
such inquiries as shall be necessary,  in the  reasonable  opinion of respective
counsel  to  conduct  a  reasonable  investigation  within  the  meaning  of the
Securities  Act. The Company  shall not file the  Registration  Statement or any
such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the  Registrable  Securities  shall  reasonably  and in good faith
object,  provided, the Company is notified of such objection in writing no later
than 3 Trading  Days after the  Holders  have been so  furnished  copies of such
documents.

         (b) (i) Prepare and file with the Commission such amendments, including
post-effective  amendments,  to a Registration Statement and the Prospectus used
in  connection  therewith as may be necessary to keep a  Registration  Statement
continuously  effective  as to the  applicable  Registrable  Securities  for the
Effectiveness  Period and prepare and file with the Commission  such  additional


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Registration Statements in order to register for resale under the Securities Act
all of the  Registrable  Securities;  (ii) cause the  related  Prospectus  to be
amended or supplemented by any required  Prospectus  supplement  (subject to the
terms of this Agreement), and as so supplemented or amended to be filed pursuant
to Rule 424;  (iii) respond as promptly as  reasonably  possible to any comments
received from the  Commission  with respect to a  Registration  Statement or any
amendment  thereto and as promptly as  reasonably  possible  provide the Holders
true and  complete  copies  of all  correspondence  from  and to the  Commission
relating to a Registration  Statement;  and (iv) comply in all material respects
with the  provisions of the  Securities Act and the Exchange Act with respect to
the  disposition  of  all  Registrable  Securities  covered  by  a  Registration
Statement  during the applicable  period in accordance  (subject to the terms of
this Agreement) with the intended  methods of disposition by the Holders thereof
set forth in such Registration  Statement as so amended or in such Prospectus as
so supplemented.

         (c) If during  the  Effectiveness  Period,  the  number of  Registrable
Securities  at any time exceeds 85% of the number of shares of Common Stock then
registered in a Registration  Statement,  then the Company shall file as soon as
reasonably  practicable but in any case prior to the applicable  Filing Date, an
additional Registration Statement covering the resale by the Holders of not less
than 150% of the number of such Registrable Securities.

         (d) Notify the  Holders of  Registrable  Securities  to be sold  (which
notice shall, pursuant to clauses (ii) through (vi) hereof, be accompanied by an
instruction  to suspend the use of the  Prospectus  until the requisite  changes
have been made) as promptly as reasonably  possible  (and, in the case of (i)(A)
below,  not less than five Trading Days prior to such filing) and (if  requested
by any such Person) confirm such notice in writing no later than one Trading Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to a  Registration  Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement (the Company shall provide true and complete copies
thereof and all written responses thereto to each of the Holders);  and (C) with
respect to a Registration  Statement or any post-effective  amendment,  when the
same has become  effective;  (ii) of any request by the  Commission or any other
Federal or state  governmental  authority  for  amendments or  supplements  to a
Registration Statement or Prospectus or for additional information; (iii) of the
issuance by the Commission of any stop order  suspending the  effectiveness of a
Registration  Statement covering any or all of the Registrable Securities or the
initiation  of any  Proceedings  for that  purpose;  (iv) of the  receipt by the
Company of any notification  with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any  jurisdiction,  or the  initiation or threatening of any Proceeding for such
purpose;  (v) of the  occurrence  of any event or passage of time that makes the
financial  statements  included  in  a  Registration  Statement  ineligible  for
inclusion  therein  or  any  statement  made  in  a  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material  respect or that  requires any  revisions to a
Registration Statement,  Prospectus or other documents so that, in the case of a
Registration  Statement  or the  Prospectus,  as the  case  may be,  it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not misleading;  and
(vi) the  occurrence  or existence  of any pending  corporate  development  with
respect to the Company that the Company  believes  may be material and that,  in
the  determination  of the  Company,  makes it not in the best  interest  of the
Company  to  allow  continued  availability  of the  Registration  Statement  or
Prospectus;  provided  that  any  and  all  of  such  information  shall  remain
confidential  to each Holder until such  information  otherwise  becomes public,
unless  disclosure  by  a  Holder  is  required  by  law;   provided,   further,
notwithstanding  each Holder's agreement to keep such information  confidential,
the Holders  make no  acknowledgement  that any such  information  is  material,
non-public information.

         (e) Promptly deliver to each Holder,  without charge, as many copies of
the Prospectus or  Prospectuses  (including  each form of  prospectus)  and each
amendment or supplement thereto as such Persons may reasonably request.  Subject
to the terms of this  Agreement,  the Company hereby consents to the use of such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

         (f) Use  commercially  reasonable  efforts to  register  or qualify the
resale of such Registrable Securities as required under applicable securities or
Blue Sky laws of each State within the United  States as any Holder  requests in
writing,   to  keep  each  such  registration  or  qualification  (or  exemption
therefrom) effective during the Effectiveness Period; provided, that the Company
shall not be required to qualify  generally  to do business in any  jurisdiction
where it is not then so  qualified or subject the Company to any material tax in
any such jurisdiction where it is not then so subject.


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         (g) Cooperate with the Holders to facilitate the timely preparation and
delivery of certificates  representing Registrable Securities to be delivered to
a transferee pursuant to a Registration  Statement,  which certificates shall be
free,  to the extent  permitted by the Purchase  Agreement,  of all  restrictive
legends,  and to enable such Registrable  Securities to be in such denominations
and registered in such names as any such Holders may request.

         (h) Upon the occurrence of any event contemplated by this Section 3, as
promptly as reasonably possible under the circumstances  taking into account the
Company's good faith  assessment of any adverse  consequences to the Company and
its stockholders of the premature disclosure of such event, prepare a supplement
or amendment,  including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, and file any other required document so
that,  as  thereafter  delivered,  neither  a  Registration  Statement  nor such
Prospectus will contain an untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  If the Company  notifies the Holders in accordance with clauses
(ii)  through  (v) of Section  3(d)  above to suspend  the use of the use of any
Prospectus  until the requisite  changes to such Prospectus have been made, then
the Holders shall suspend use of such Prospectus.  The Company will use its best
efforts to ensure that the use of the  Prospectus  may be resumed as promptly as
is  practicable.  The Company shall be entitled to exercise its right under this
Section  3(h) to  suspend  the  availability  of a  Registration  Statement  and
Prospectus,  subject to the payment of  liquidated  damages  pursuant to Section
2(b), for a period not to exceed 60 days (which need not be consecutive days) in
any 12 month period.

         (i) Comply with all applicable rules and regulations of the Commission.

         R. (j) USE ITS BEST  EFFORTS TO AVOID THE  ISSUANCE  OF, OR, IF ISSUED,
OBTAIN  THE  WITHDRAWAL  OF (I) ANY  ORDER  SUSPENDING  THE  EFFECTIVENESS  OF A
REGISTRATION  STATEMENT,  OR  (II)  ANY  SUSPENSION  OF  THE  QUALIFICATION  (OR
EXEMPTION FROM  QUALIFICATION) OF ANY OF THE REGISTRABLE  SECURITIES FOR SALE IN
ANY JURISDICTION, AT THE EARLIEST PRACTICABLE MOMENT.


         (k) The Company may require, at any time prior to the third Trading Day
prior to the Filing  Date,  each Holder to furnish to the Company a statement as
to the number of shares of Common Stock  beneficially  owned by such Holder and,
if requested by the  Commission,  the controlling  person thereof,  within three
Trading days of the  Company's  request.  During any periods that the Company is
unable to meet its obligations hereunder with respect to the registration of the
Registrable   Securities  solely  because  any  Holder  fails  to  furnish  such
information within three Trading Days of the Company's  request,  any liquidated
damages that are accruing as to such Holder at such time shall be tolled and any
Event that may otherwise  occur as to such Holder  solely  because of such delay
shall be suspended, until such information is delivered to the Company.

         4.  Registration  Expenses.  All  fees  and  expenses  incident  to the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not any  Registrable  Securities are sold pursuant to
the Registration  Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required to be made with the Principal  Market on which the Common Stock is then
listed for trading,  and (B) in compliance with applicable  state  securities or
Blue Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with
Blue  Sky  qualifications  or  exemptions  of  the  Registrable  Securities  and
determination  of the eligibility of the  Registrable  Securities for investment
under the laws of such jurisdictions as requested by the Holders), (ii) printing
expenses (including,  without limitation,  expenses of printing certificates for
Registrable  Securities and of printing prospectuses  requested by the Holders),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, and (v) fees and expenses of all other Persons retained
by  the  Company  in  connection  with  the  consummation  of  the  transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or


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accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any  broker or  similar  commissions  or,  except to the extent
provided for in the Transaction Documents,  any legal fees or other costs of the
Holders.

         5. Indemnification

         (a) Indemnification by the Company. The Company shall,  notwithstanding
any termination of this Agreement,  indemnify and hold harmless each Holder, the
officers,  directors,  agents,  brokers  (including  brokers  who offer and sell
Registrable  Securities  as  principal as a result of a pledge or any failure to
perform under a margin call of Common Stock),  investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling  Person, to
the fullest  extent  permitted by  applicable  law, from and against any and all
losses,  claims,  damages,  liabilities,  costs (including,  without limitation,
costs of preparation and reasonable attorneys' fees) and expenses (collectively,
"Losses"),  as  incurred,  arising  out of or  relating to any untrue or alleged
untrue statement of a material fact contained in a Registration  Statement,  any
Prospectus or any form of  prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in light of the circumstances under which
they were made) not  misleading,  except to the extent,  but only to the extent,
that (1) such untrue  statements  or omissions or alleged  untrue  statements or
omissions are based upon information  regarding such Holder furnished in writing
to the Company by such Holder  expressly for use therein,  or to the extent that
such  information  relates to such Holder or such  Holder's  proposed  method of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder  expressly for use in a Registration  Statement,  such
Prospectus or such form of Prospectus or in any amendment or supplement  thereto
or (2) in the case of an occurrence of an event of the type specified in Section
3(d)(ii)-(vi),  the use by such Holder of an outdated  or  defective  Prospectus
after the Company has  notified  such Holder in writing that the  Prospectus  is
outdated  or  defective  and prior to the  receipt by such  Holder of the Advice
contemplated  in Section 6(e). The Company shall notify the Holders  promptly of
the  institution,  threat or  assertion  of any  Proceeding  arising  from or in
connection  with the  transactions  contemplated  by this Agreement of which the
Company is aware.

         (b)  Indemnification by Holders.  Each Holder shall,  severally and not
jointly,  indemnify  and hold  harmless the Company,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by  applicable  law,  from and against all Losses (as
determined by a court of competent  jurisdiction in a final judgment not subject
to appeal or review)  arising  out of or based upon any  untrue  statement  of a
material fact contained in any Registration  Statement,  any Prospectus,  or any
form of prospectus, or in any amendment or supplement thereto, or arising solely
out of or based  solely  upon:  (i) such  Holder's  failure  to comply  with the
prospectus delivery requirements of the Securities Act or (ii) any omission of a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading  to the  extent,  but only to the  extent,  such untrue
statement or omission is contained in any information so furnished in writing by
such Holder to the  Company  specifically  for  inclusion  in such  Registration
Statement or such Prospectus or to the extent that (1) such untrue statements or
omissions are based upon information  regarding such Holder furnished in writing
to the Company by such Holder  expressly for use therein,  or to the extent such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder expressly for use in the Registration Statement,  such
Prospectus or such form of Prospectus or in any amendment or supplement  thereto
or (2) in the case of an occurrence of an event of the type specified in Section
3(d)(ii)-(vi),  the use by such Holder of an outdated  or  defective  Prospectus
after the Company has  notified  such Holder in writing that the  Prospectus  is
outdated  or  defective  and prior to the  receipt by such  Holder of the Advice
contemplated  in Section  6(e).  In no event shall the  liability of any selling
Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable  Securities giving rise
to such indemnification obligation.

         (c) Conduct of Indemnification  Proceedings. If any Proceeding shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of


                                       6
<PAGE>


counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except  (and only) to the extent that such  failure  shall have  prejudiced  the
Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  (provided  as to the Holders the Company  shall only be required to pay
the fees and  expenses  of one counsel to all the  Holders  provided  such legal
representation  can be provided absent any conflict of interest between Holders)
unless:  (1) the  Indemnifying  Party has agreed in writing to pay such fees and
expenses; or (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified  Party in any such Proceeding;  or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party
and the Indemnifying  Party, and such Indemnified  Party shall have been advised
by counsel  that a material  conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying  Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ  separate  counsel at the  expense of the  Indemnifying
Party,  the  Indemnifying  Party  shall not have the right to assume the defense
thereof  and the expense of one such  counsel  for each  Holder  shall be at the
expense of the Indemnifying  Party).  The Indemnifying Party shall not be liable
for any settlement of any such Proceeding  effected without its written consent,
which consent shall not be unreasonably  withheld.  No Indemnifying Party shall,
without  the  prior  written  consent  of  the  Indemnified  Party,  effect  any
settlement of any pending  Proceeding in respect of which any Indemnified  Party
is a party,  unless such settlement  includes an  unconditional  release of such
Indemnified  Party from all  liability on claims that are the subject  matter of
such Proceeding.

         Subject to the terms of this  Agreement,  all fees and  expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection  with  investigating  or preparing to defend such  Proceeding in a
manner not  inconsistent  with this  Section)  shall be paid to the  Indemnified
Party,  as incurred,  within ten Trading Days of written  notice  thereof to the
Indemnifying  Party  (regardless of whether it is ultimately  determined that an
Indemnified Party is not entitled to indemnification  hereunder;  provided, that
the  Indemnifying  Party may require  such  Indemnified  Party to  undertake  to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder).

         (d) Contribution.  If a claim for indemnification under Section 5(a) or
5(b) is  unavailable  to an  Indemnified  Party (by  reason of public  policy or
otherwise),   then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

         The parties  hereto  agree that it would not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.


                                       7
<PAGE>


         The indemnity and contribution agreements contained in this Section are
in  addition  to any  liability  that the  Indemnifying  Parties may have to the
Indemnified Parties.

         6. Miscellaneous

         (a) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or  consents to  departures  from the  provisions  hereof may not be
given,  unless the same shall be in writing and signed by the Company and all of
the Holders of the then outstanding Registrable Securities.  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates  exclusively to the rights of Holders and that does not
directly  or  indirectly  affect  the  rights of other  Holders  may be given by
Holders of all of the  Registrable  Securities  to which such  waiver or consent
relates;  provided,  however,  that the  provisions  of this sentence may not be
amended,  modified,  or supplemented except in accordance with the provisions of
the immediately preceding sentence.

         (b) No  Inconsistent  Agreements.  Neither  the  Company nor any of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its  subsidiaries,  on or  after  the  date of this  Agreement,  enter  into any
agreement  with  respect  to its  securities,  that  would  have the  effect  of
impairing  the rights  granted to the  Holders in this  Agreement  or  otherwise
conflicts  with the  provisions  hereof.  Except as set forth on Schedule  6(b),
neither the Company nor any of its subsidiaries has previously  entered into any
agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.

         (c) No Piggyback on Registrations. Except as set forth on Schedule 6(c)
attached hereto, neither the Company nor any of its security holders (other than
the Holders in such  capacity  pursuant  hereto) may include  securities  of the
Company in the Registration Statement other than the Registrable Securities. The
Company  shall  not file any other  registration  statements  until the  initial
Registration   Statement   required  hereunder  is  declared  effective  by  the
Commission,  provided that this Section 6(c) shall not prohibit the Company from
filing amendments to registration statements already filed.

         (d)  Compliance.  Each Holder  covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable   Securities  pursuant  to  the
Registration Statement.

         (e) Discontinued Disposition.  Each Holder agrees by its acquisition of
such  Registrable  Securities that, upon receipt of a notice from the Company of
the occurrence of any event of the kind described in Sections 3(d)(ii), (iii) or
(vi),  such Holder will forthwith  discontinue  disposition of such  Registrable
Securities  under a Registration  Statement  until such Holder's  receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section 3(h), or until it is advised in writing (the  "Advice")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental  filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration  Statement.  The  Company may  provide  appropriate  stop orders to
enforce the provisions of this  paragraph.  The Company agrees and  acknowledges
that any  period  during  which  the  Holder  is  required  to  discontinue  the
disposition  of the  Registrable  Securities  hereunder  shall be subject to the
provisions of Section 2(b).

         (f) Piggy-Back  Registrations.  If at any time during the Effectiveness
Period  there is not an  effective  Registration  Statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder  shall  so  request  in  writing,  the  Company  shall  include  in  such
registration  statement  all or any  part of such  Registrable  Securities  such
holder  requests to be  registered;  provided,  that,  the Company  shall not be
required to register any  Registrable  Securities  pursuant to this Section 6(f)
that are  eligible  for resale  pursuant  to Rule 144(k)  promulgated  under the
Securities  Act  or  that  are  the  subject  of a then  effective  Registration
Statement.


                                       8
<PAGE>


         (g) Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder  shall be delivered as set forth
in the Purchase Agreement.

         (h) Successors and Assigns.  This Agreement  shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties  and shall  inure to the  benefit of each  Holder.  The  Company may not
assign its rights or obligations  hereunder without the prior written consent of
all of the Holders of the then-outstanding  Registrable Securities.  Each Holder
may assign their respective rights hereunder in the manner and to the Persons as
permitted under the Purchase Agreement.

         (i)  Counterparts.  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.

         (j) Governing Law. 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
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 suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit,  action or  proceeding  is improper.  Each party  hereby  irrevocably
waives  personal  service of process and consents to process being served in any
such suit,  action or  proceeding by mailing a copy thereof 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   attorneys'   fees  and  other  costs  and  expenses   incurred   with  the
investigation, preparation and prosecution of such Proceeding.

         (k) Cumulative  Remedies.  The remedies  provided herein are cumulative
and not exclusive of any remedies provided by law.

         (l) Severability.  If any term,  provision,  covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

         (m) Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

         (n)  Remedies.  In the event of a breach by the Company or by a Holder,
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.


                                       9
<PAGE>


         (o)  Independent  Nature of  Purchasers'  Obligations  and Rights.  The
obligations  of each  Purchaser  hereunder  is  several  and not joint  with the
obligations  of any  other  Purchaser  hereunder,  and  no  Purchaser  shall  be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser  hereunder.  Nothing  contained  herein or in any other  agreement  or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto  or  thereto,   shall  be  deemed  to  constitute  the  Purchasers  as  a
partnership,  an  association,  a joint venture or any other kind of entity,  or
create a presumption  that the  Purchasers are in any way acting in concert with
respect to such obligations or the transactions  contemplated by this Agreement.
Each  Purchaser  shall be entitled to protect and enforce its rights,  including
without limitation the rights arising out of this Agreement, and it shall not be
necessary  for any other  Purchaser to be joined as an  additional  party in any
proceeding for such purpose.

                              ********************


                                       10
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.


                                                 USURF AMERICA, INC.


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

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]



                                       11
<PAGE>



                     [SIGNATURE PAGE OF HOLDERS TO UAX RRA]

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



                           [SIGNATURE PAGES CONTINUE]



                                       12
<PAGE>



                              Plan of Distribution

         Each Selling  Stockholder  (the "Selling  Stockholders")  of the common
stock ("Common  Stock") of Usurf America,  Inc. (the "Company") and any of their
pledgees,  assignees and successors-in-interest may, from time to time, sell any
or all of their  shares of Common Stock on the  American  Stock  Exchange or any
other stock exchange,  market or trading facility on which the shares are traded
or in private transactions.  These sales may be at fixed or negotiated prices. A
Selling  Stockholder  may use any one or  more  of the  following  methods  when
selling shares:

         o        ordinary brokerage  transactions and transactions in which the
                  broker-dealer  solicits  purchasers,  which may  include  long
                  sales or short sales  effected after the effective date of the
                  prospectus of which this registration statement is a part;

         o        block trades in which the  broker-dealer  will attempt to sell
                  the shares as agent but may  position  and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a  broker-dealer  as principal  and resale by the
                  broker-dealer for its account;

         o        an exchange  distribution  in accordance with the rules of the
                  applicable exchange;

         o        settlement  of short sales entered into after the date of this
                  prospectus;

         o        privately negotiated transactions;

         o        "at the market" or through  market  makers or into an existing
                  market for the shares

         o        broker-dealers may agree with the Selling Stockholders to sell
                  a specified  number of such shares at a  stipulated  price per
                  share;

         o        a combination of any such methods of sale;

         o        through the writing or  settlement of options or other hedging
                  transactions,   whether   through  an  options   exchange   or
                  otherwise; or

         o        any other method permitted pursuant to applicable law.

         Each Selling  Stockholder may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available,  rather
than under this prospectus.

         Broker-dealers  engaged by a Selling  Stockholder may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from a Selling  Stockholder (or, if any broker-dealer acts as agent
for the purchaser of shares,  from the  purchaser) in amounts to be  negotiated.
Each Selling  Stockholder  does not expect these  commissions  and  discounts to
exceed what is customary in the types of transactions involved.

         In connection  with the sale of our common stock or interests  therein,
each Selling Stockholder may enter into hedging transactions with broker-dealers
or other financial institutions,  which may in turn engage in short sales of the
common stock in the course of hedging the  positions  they assume.  Each Selling
Stockholder  may also sell shares of our common  stock  short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  Each Selling
Stockholder may also enter into option or other transactions with broker-dealers
or  other  financial  institutions  or the  creation  of one or more  derivative
securities  which require the delivery to such  broker-dealer or other financial
institution   of  shares   offered  by  this   prospectus,   which  shares  such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

         A  Selling  Stockholder  and any  broker-dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any


                                       13
<PAGE>


commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions  or  discounts  under  the  Securities  Act.  Each  of  the  Selling
Stockholders  have  informed the Company that it does not have any  agreement or
understanding,  directly or indirectly, with any person to distribute the Common
Stock.  Some of the underwriters or agents and their associates may be customers
of,  engage in  transactions  with and perform  services  for the Company in the
ordinary course of business.

         The Company is required to pay certain  fees and  expenses  incurred by
the Company incident to the registration of the shares, including all reasonable
costs and expenses incurred by us or a Selling  Stockholder and all registration
and filing fees and legal fees and accounting fees.

         The  Company  has agreed to  indemnify  each  Selling  Stockholder  and
certain  control and other  related  persons  related to the  foregoing  persons
against certain losses, claims,  damages and liabilities,  including liabilities
under the Securities  Act. Each Selling  Stockholder has agreed to indemnify the
Company in certain  circumstances,  as well as certain related persons,  against
certain liabilities, including liabilities under the Securities Act.

         A Selling  Stockholder  is not  obligated to, and there is no assurance
that such Selling  Stockholder will, sell any or all of the shares being offered
by this prospectus.

         The  Company  has  agreed  with the  Selling  Stockholders  to keep the
registration  statement  effective  until  the  shares  being  offered  by  this
prospectus  may be sold without  registration  or  restriction  pursuant to Rule
144(k)  promulgated  under  the  Securities  Act,  or,  if  earlier,  until  the
distribution contemplated in this prospectus has been completed.



                                       14