EXHIBIT 4.2.C
                          COMMON STOCK PURCHASE WARRANT


                                                                       EXHIBIT C

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THIS  SECURITY  AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                               USURF AMERICA, INC.

         THIS COMMON STOCK PURCHASE WARRANT  CERTIFIES that, for value received,
         _____________ (the "Holder"),  is entitled,  upon the terms and subject
         to the  limitations  on exercise  and the  conditions  hereinafter  set
         forth,  at any time on or after April ___, 2004 (the "Initial  Exercise
         Date")  and on or  prior  to  the  close  of  business  on the  seventh
         anniversary of the Initial Exercise Date (the  "Termination  Date") but
         not thereafter, to subscribe for and purchase from Usurf America, Inc.,
         a  corporation   incorporated   in  Nevada  (the   "Company"),   up  to
         ____________  shares (the "Warrant  Shares") of Common Stock, par value
         $0.0001 per share,  of the Company (the "Common  Stock").  The purchase
         price of one share of Common Stock (the  "Exercise  Price")  under this
         Warrant shall be $0.12,  subject to adjustment  hereunder.  CAPITALIZED
         TERMS USED AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS SET
         FORTH IN THAT CERTAIN  SECURITIES  PURCHASE  AGREEMENT  (THE  "PURCHASE
         AGREEMENT"),   DATED  APRIL  ___,  2004,  AMONG  THE  COMPANY  AND  THE
         PURCHASERS SIGNATORY THERETO.


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         Title  to  Warrant.  Prior  to the  Termination  Date  and  subject  to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

         Authorization  of Warrant Shares.  The Company  represents and warrants
that all Warrant  Shares  which may be issued upon the  exercise of the purchase
rights  represented by this Warrant will,  upon exercise of the purchase  rights
represented by this Warrant, be duly authorized,  validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

         Exercise of Warrant.

                  (a)  Exercise  of the  purchase  rights  represented  by  this
         Warrant  may be made at any  time or  times  on or  after  the  Initial
         Exercise Date and on or before the Termination  Date by delivery to the
         Company of a duly  executed  facsimile  copy of the Notice of  Exercise
         Form  annexed  hereto (or such other office or agency of the Company as
         it may designate by notice in writing to the  registered  Holder at the
         address  of  such  Holder  appearing  on the  books  of  the  Company);
         provided,  however,  within 5 Trading  Days of the date said  Notice of
         Exercise is delivered to the Company, the Holder shall have surrendered
         this Warrant to the Company and the Company shall have received payment
         of the aggregate Exercise Price of the shares thereby purchased by wire
         transfer or cashier's check drawn on a United States bank. Certificates
         for shares purchased  hereunder shall be delivered to the Holder within
         the earlier of (i) 5 Trading Days after the date on which the Notice of
         Exercise  shall have been delivered by facsimile copy or (ii) 3 Trading
         Days from the delivery to the Company of the Notice of Exercise Form by
         facsimile copy,  surrender of this Warrant and payment of the aggregate
         Exercise  Price as set forth above  ("Warrant  Share  Delivery  Date");
         provided,  however,  in the event the Warrant is not surrendered or the
         aggregate  Exercise  Price  is not  received  by the  Company  within 5
         Trading  Days after the date on which the Notice of  Exercise  shall be
         delivered by facsimile  copy,  the Warrant Share Delivery Date shall be
         extended  to the extent  such 5 Trading  Day period is  exceeded.  This
         Warrant  shall be deemed to have been  exercised on the date the Notice
         of Exercise is delivered to the Company by facsimile  copy. The Warrant
         Shares  shall be deemed to have been  issued,  and  Holder or any other
         person so designated to be named therein shall be deemed to have become
         a holder of record of such shares for all purposes,  as of the date the
         Warrant has been  exercised  by payment to the Company of the  Exercise
         Price and all taxes required to be paid by the Holder, if any, pursuant
         to Section 5 prior to the issuance of such shares,  have been paid.  If
         the  Company  fails  to  deliver  to  the  Holder  a   certificate   or
         certificates  representing  the Warrant Shares pursuant to this Section
         3(a) by the Warrant Share Delivery Date,  then the Holder will have the
         right to  rescind  such  exercise.  In  addition  to any  other  rights
         available to the Holder,  if the Company fails to deliver to the Holder
         a certificate or certificates  representing the Warrant Shares pursuant
         to an exercise on or before the Warrant  Share  Delivery  Date,  and if
         after such date the Holder is required by its broker to purchase (in an
         open market transaction or otherwise) shares of Common Stock to deliver
         in satisfaction of a sale by the Holder of the Warrant Shares which the
         Holder anticipated receiving upon such exercise (a "Buy-In"),  then the
         Company shall (1) pay in cash to the Holder the amount by which (x) the
         Holder's total purchase price (including brokerage commissions, if any)
         for the  shares of Common  Stock so  purchased  exceeds  (y) the amount
         obtained  by  multiplying  (A) the  number of Warrant  Shares  that the
         Company was  required to deliver to the Holder in  connection  with the
         exercise  at issue  times (B) the price at which the sell order  giving
         rise to such purchase obligation was executed, and (2) at the option of
         the Holder,  either reinstate the portion of the Warrant and equivalent
         number of Warrant  Shares for which such  exercise  was not  honored or
         deliver to the  Holder the number of shares of Common  Stock that would
         have been issued had the Company timely  complied with its exercise and
         delivery  obligations  hereunder.  For example, if the Holder purchases
         Common Stock having a total purchase price of $11,000 to cover a Buy-In
         with respect to an attempted exercise of shares of Common Stock with an
         aggregate  sale  price  giving  rise to  such  purchase  obligation  of
         $10,000,  under clause (1) of the  immediately  preceding  sentence the
         Company  shall be required to pay the Holder  $1,000.  The Holder shall
         provide the Company  written notice  indicating the amounts  payable to


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         the  Holder  in  respect  of  the  Buy-In,   together  with  applicable
         confirmations and other evidence  reasonably  requested by the Company.
         Nothing  herein  shall  limit a  Holder's  right to  pursue  any  other
         remedies  available  to it  hereunder,  at law or in equity  including,
         without limitation,  a decree of specific performance and/or injunctive
         relief  with  respect  to  the  Company's  failure  to  timely  deliver
         certificates  representing  shares of Common Stock upon exercise of the
         Warrant as required pursuant to the terms hereof.

                  If this Warrant shall have been exercised in part, the Company
         shall,  at the time of  delivery  of the  certificate  or  certificates
         representing Warrant Shares, deliver to Holder a new Warrant evidencing
         the rights of Holder to purchase the unpurchased  Warrant Shares called
         for by this Warrant,  which new Warrant shall in all other  respects be
         identical with this Warrant.

                  (i) The Company shall not effect any exercise of this Warrant,
         and the Holder shall not have the right to exercise any portion of this
         Warrant,  pursuant  to Section  3(a) or  otherwise,  to the extent that
         after  giving  effect  to such  issuance  after  exercise,  the  Holder
         (together with the Holder's affiliates), as set forth on the applicable
         Notice of Exercise,  would  beneficially  own in excess of 9.99% of the
         number of shares of the  Common  Stock  outstanding  immediately  after
         giving effect to such issuance. For purposes of the foregoing sentence,
         the number of shares of Common Stock  beneficially  owned by the Holder
         and its  affiliates  shall include the number of shares of Common Stock
         issuable  upon  exercise  of this  Warrant  with  respect  to which the
         determination  of such  sentence is being made,  but shall  exclude the
         number of  shares of Common  Stock  which  would be  issuable  upon (A)
         exercise  of  the  remaining,  nonexercised  portion  of  this  Warrant
         beneficially  owned  by the  Holder  or any of its  affiliates  and (B)
         exercise or conversion of the  unexercised or  nonconverted  portion of
         any other securities of the Company (including, without limitation, any
         other Debentures or Warrants)  subject to a limitation on conversion or
         exercise  analogous to the  limitation  contained  herein  beneficially
         owned by the  Holder or any of its  affiliates.  Except as set forth in
         the preceding sentence,  for purposes of this Section 3(c),  beneficial
         ownership  shall be calculated in accordance  with Section 13(d) of the
         Exchange  Act.  To the extent  that the  limitation  contained  in this
         Section  3(c)  applies,  the  determination  of whether this Warrant is
         exercisable (in relation to other  securities  owned by the Holder) and
         of which a portion of this Warrant is exercisable  shall be in the sole
         discretion of such Holder,  and the  submission of a Notice of Exercise
         shall be deemed  to be such  Holder's  determination  of  whether  this
         Warrant is exercisable (in relation to other  securities  owned by such
         Holder) and of which  portion of this Warrant is  exercisable,  in each
         case subject to such aggregate percentage  limitation,  and the Company
         shall have no  obligation  to verify or confirm  the  accuracy  of such
         determination.  For purposes of this Section 3(c), in  determining  the
         number of  outstanding  shares of Common Stock,  the Holder may rely on
         the number of  outstanding  shares of Common  Stock as reflected in (x)
         the  Company's  most recent Form 10-Q or Form 10-K, as the case may be,
         (y) a more recent public  announcement  by the Company or (z) any other
         notice by the Company or the Company's Transfer Agent setting forth the
         number of shares of Common Stock outstanding.  Upon the written or oral
         request of the  Holder,  the  Company  shall  within two  Trading  Days
         confirm  orally  and in  writing  to the Holder the number of shares of
         Common Stock then  outstanding.  In any case, the number of outstanding
         shares of Common Stock shall be  determined  after giving effect to the
         conversion  or exercise of securities  of the Company,  including  this
         Warrant,  by the  Holder or its  affiliates  since the date as of which
         such number of  outstanding  shares of Common Stock was  reported.  The
         provisions  of this Section  3(c) may be waived by the Holder upon,  at
         the election of the Holder,  not less than 61 days' prior notice to the
         Company,  and the  provisions  of this Section  3(c) shall  continue to
         apply until such 61st day (or such later  date,  as  determined  by the
         Holder, as may be specified in such notice of waiver).


                  (d) If at any time after one year from the date of issuance of
         this Warrant there is no effective  Registration  Statement registering
         the resale of the Warrant  Shares by the Holder,  then this Warrant may
         also be  exercised  at such time by means of a "cashless  exercise"  in
         which the Holder  shall be  entitled to receive a  certificate  for the
         number of Warrant  Shares  equal to the  quotient  obtained by dividing
         [(A-B) (X)] by (A), where:

         (A)  =   the VWAP on the Trading Day  immediately  preceding the date
                  of such election;

         (B)  =   the Exercise Price of this Warrant, as adjusted; and


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         (X)  =   the number of Warrant Shares  issuable upon exercise of this
                  Warrant in accordance  with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

                  No Fractional  Shares or Scrip. No fractional  shares or scrip
         representing  fractional  shares  shall be issued upon the  exercise of
         this  Warrant.  As to  any  fraction  of a  share  which  Holder  would
         otherwise be entitled to purchase upon such exercise, the Company shall
         pay a cash  adjustment  in respect of such final  fraction in an amount
         equal to such fraction multiplied by the Exercise Price.

                  Charges,  Taxes and  Expenses.  Issuance of  certificates  for
         Warrant Shares shall be made without charge to the Holder for any issue
         or transfer tax or other incidental  expense in respect of the issuance
         of such  certificate,  all of which taxes and expenses shall be paid by
         the Company,  and such certificates  shall be issued in the name of the
         Holder  or in such  name or names  as may be  directed  by the  Holder;
         provided,  however,  that in the event  certificates for Warrant Shares
         are to be  issued in a name  other  than the name of the  Holder,  this
         Warrant when  surrendered  for  exercise  shall be  accompanied  by the
         Assignment  Form attached  hereto duly executed by the Holder;  and the
         Company  may  require,  as a  condition  thereto,  the payment of a sum
         sufficient to reimburse it for any transfer tax incidental thereto.

                  Closing of Books.  The Company will not close its  stockholder
         books or records in any manner which  prevents  the timely  exercise of
         this Warrant, pursuant to the terms hereof.

         Transfer, Division and Combination.

                  Subject to compliance with any applicable  securities laws and
         the  conditions  set forth in  Sections  1 and 7(e)  hereof  and to the
         provisions of Section 4.1 of the Purchase  Agreement,  this Warrant and
         all  rights  hereunder  are  transferable,  in whole  or in part,  upon
         surrender  of this  Warrant  at the  principal  office of the  Company,
         together with a written assignment of this Warrant substantially in the
         form  attached  hereto  duly  executed  by the  Holder  or its agent or
         attorney and funds  sufficient  to pay any transfer  taxes payable upon
         the making of such transfer. Upon such surrender and, if required, such
         payment,  the  Company  shall  execute  and  deliver a new  Warrant  or
         Warrants  in  the  name  of  the  assignee  or  assignees  and  in  the
         denomination   or   denominations   specified  in  such  instrument  of
         assignment,  and shall issue to the  assignor a new Warrant  evidencing
         the portion of this  Warrant not so assigned,  and this  Warrant  shall
         promptly  be  cancelled.  A  Warrant,  if  properly  assigned,  may  be
         exercised  by a new holder for the purchase of Warrant  Shares  without
         having a new Warrant issued.

                  This  Warrant may be divided or combined  with other  Warrants
         upon  presentation  hereof  at the  aforesaid  office  of the  Company,
         together with a written notice  specifying the names and  denominations
         in which new  Warrants  are to be  issued,  signed by the Holder or its
         agent or attorney.  Subject to compliance  with Section 7(a), as to any
         transfer  which may be involved in such  division or  combination,  the
         Company shall execute and deliver a new Warrant or Warrants in exchange
         for the Warrant or  Warrants  to be divided or  combined in  accordance
         with such notice.

                  The  Company  shall  prepare,  issue  and  deliver  at its own
         expense  (other than transfer  taxes) the new Warrant or Warrants under
         this Section 7.

                  The Company agrees to maintain, at its aforesaid office, books
         for the registration and the registration of transfer of the Warrants.

                  If, at the time of the surrender of this Warrant in connection
         with any transfer of this  Warrant,  the transfer of this Warrant shall
         not be registered pursuant to an effective registration statement under
         the Securities Act and under  applicable  state  securities or blue sky
         laws, the Company may require, as a condition of allowing such transfer
         (i) that the Holder or transferee of this Warrant,  as the case may be,
         furnish to the  Company a written  opinion of  counsel  (which  opinion
         shall be in form, substance and scope customary for opinions of counsel
         in  comparable  transactions)  to the effect that such  transfer may be
         made without registration under the Securities Act and under applicable
         state  securities or blue sky laws,  (ii) that the holder or transferee
         execute  and deliver to the  Company an  investment  letter in form and
         substance acceptable to the Company and (iii) that the transferee be an
         "accredited  investor" as defined in Rule 501(a)  promulgated under the
         Securities Act.


<PAGE>


                  No Rights as Shareholder until Exercise. This Warrant does not
         entitle  the  Holder  to  any  voting  rights  or  other  rights  as  a
         shareholder  of the  Company  prior to the  exercise  hereof.  Upon the
         surrender  of this  Warrant and the payment of the  aggregate  Exercise
         Price  (or by means of a  cashless  exercise),  the  Warrant  Shares so
         purchased  shall be and be deemed  to be  issued to such  Holder as the
         record owner of such shares as of the close of business on the later of
         the date of such surrender or payment.

                  Loss, Theft, Destruction or Mutilation of Warrant. The Company
         covenants  that upon  receipt  by the  Company of  evidence  reasonably
         satisfactory  to it of the loss,  theft,  destruction  or mutilation of
         this Warrant or any stock  certificate  relating to the Warrant Shares,
         and in case of loss,  theft or  destruction,  of  indemnity or security
         reasonably satisfactory to it (which, in the case of the Warrant, shall
         not  include  the  posting  of  any  bond),   and  upon  surrender  and
         cancellation of such Warrant or stock  certificate,  if mutilated,  the
         Company  will make and  deliver a new Warrant or stock  certificate  of
         like tenor and dated as of such  cancellation,  in lieu of such Warrant
         or stock certificate.

                  Saturdays,  Sundays,  Holidays,  etc. If the last or appointed
         day for  the  taking  of any  action  or the  expiration  of any  right
         required  or  granted  herein  shall be a  Saturday,  Sunday or a legal
         holiday,  then such action may be taken or such right may be  exercised
         on the next succeeding day not a Saturday, Sunday or legal holiday.

         Adjustments of Exercise Price and Number of Warrant Shares.

                  Stock   Splits,   etc.  The  number  and  kind  of  securities
         purchasable  upon the exercise of this  Warrant and the Exercise  Price
         shall be subject to adjustment  from time to time upon the happening of
         any of the  following.  In case the Company shall (i) pay a dividend in
         shares of Common Stock or make a distribution in shares of Common Stock
         to  holders  of  its  outstanding  Common  Stock,  (ii)  subdivide  its
         outstanding  shares of Common  Stock  into a greater  number of shares,
         (iii)  combine its  outstanding  shares of Common  Stock into a smaller
         number  of  shares of Common  Stock,  or (iv)  issue any  shares of its
         capital  stock in a  reclassification  of the  Common  Stock,  then the
         number of Warrant  Shares  purchasable  upon  exercise of this  Warrant
         immediately prior thereto shall be adjusted so that the Holder shall be
         entitled  to receive  the kind and  number of  Warrant  Shares or other
         securities  of the  Company  which it  would  have  owned or have  been
         entitled to receive had such Warrant been exercised in advance thereof.
         Upon each such  adjustment of the kind and number of Warrant  Shares or
         other  securities of the Company which are purchasable  hereunder,  the
         Holder shall  thereafter  be entitled to purchase the number of Warrant
         Shares  or  other  securities  resulting  from  such  adjustment  at an
         Exercise  Price  per  Warrant  Share  or  other  security  obtained  by
         multiplying  the  Exercise  Price in effect  immediately  prior to such
         adjustment by the number of Warrant Shares purchasable  pursuant hereto
         immediately  prior to such  adjustment  and  dividing  by the number of
         Warrant Shares or other  securities of the Company that are purchasable
         pursuant hereto immediately thereafter.  An adjustment made pursuant to
         this paragraph shall become effective  immediately  after the effective
         date of such event  retroactive  to the record  date,  if any, for such
         event.

                  Anti-Dilution  Provisions.  During the  Exercise  Period,  the
         Exercise  Price  shall be  subject to  adjustment  from time to time as
         provided in this Section 11(b). In the event that any adjustment of the
         Exercise Price as required herein results in a fraction of a cent, such
         Exercise Price shall be rounded up or down to the nearest cent.

                           (i) Adjustment of Exercise Price. If and whenever the
                  Company  issues  or  sells,  or  in  accordance  with  Section
                  11(b)(ii)  hereof is deemed to have issued or sold, any shares
                  of Common  Stock for an effective  consideration  per share of
                  less than the then  Exercise  Price,  or for no  consideration
                  (such lower price,  the "Base Share Price" and such  issuances
                  collectively, a "Dilutive Issuance"), then, the Exercise Price
                  shall be  reduced to a price  equal to 115% of the  average of
                  the 5  VWAPs  immediately  prior  to the  consummation  of the
                  Dilutive Issuance, provided that no such adjustment will occur
                  if the  adjustment  would  otherwise  cause an increase in the
                  then Exercise Price.  Such  adjustment  shall be made whenever
                  such Capital Shares or Capital Shares Equivalent are issued.


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                           (ii) Effect on Exercise Price of Certain Events.  For
                  purposes of  determining  the  adjusted  Exercise  Price under
                  Section 11(b) hereof, the following will be applicable:

                                    (A)  Issuance of Rights or  Options.  If the
                           Company in any manner  issues or grants any warrants,
                           rights  or  options,   whether  or  not   immediately
                           exercisable,  to subscribe for or to purchase  Common
                           Stock or Capital Shares  Equivalent  (such  warrants,
                           rights  and  options  to  purchase  Common  Stock  or
                           Capital Shares Equivalent are hereinafter referred to
                           as "Options")  and the effective  price per share for
                           which Common  Stock is issuable  upon the exercise of
                           such Options is less than the Exercise  Price ("Below
                           Base Price  Options"),  then the maximum total number
                           of shares of Common Stock  issuable upon the exercise
                           of all such Below Base Price Options  (assuming  full
                           exercise,  conversion  or exchange of Capital  Shares
                           Equivalent,  if  applicable)  will, as of the date of
                           the  issuance  or  grant  of such  Below  Base  Price
                           Options, be deemed to be outstanding and to have been
                           issued  and sold by the  Company  for such  price per
                           share and the  maximum  consideration  payable to the
                           Company upon such exercise  (assuming  full exercise,
                           conversion or exchange of Capital Shares  Equivalent,
                           if  applicable)  will be deemed to have been received
                           by  the  Company.   For  purposes  of  the  preceding
                           sentence,  the  "effective  price per share for which
                           Common  Stock is issuable  upon the  exercise of such
                           Below Base Price  Options" is  determined by dividing
                           (i) the total amount,  if any, received or receivable
                           by the Company as  consideration  for the issuance or
                           granting of all such Below Base Price  Options,  plus
                           the   minimum    aggregate   amount   of   additional
                           consideration,  if any,  payable to the Company  upon
                           the  exercise  of all such Below Base Price  Options,
                           plus,  in  the  case  of  Capital  Shares  Equivalent
                           issuable  upon the  exercise of such Below Base Price
                           Options,  the minimum  aggregate amount of additional
                           consideration  payable upon the exercise,  conversion
                           or exchange  thereof at the time such Capital  Shares
                           Equivalent first become  exercisable,  convertible or
                           exchangeable,  by (ii) the  maximum  total  number of
                           shares of Common Stock  issuable upon the exercise of
                           all such  Below  Base Price  Options  (assuming  full
                           conversion   of   Capital   Shares   Equivalent,   if
                           applicable).  No further  adjustment  to the Exercise
                           Price will be made upon the actual  issuance  of such
                           Common  Stock  upon the  exercise  of such Below Base
                           Price  Options or upon the  exercise,  conversion  or
                           exchange of Capital Shares  Equivalent  issuable upon
                           exercise of such Below Base Price Options.

                                    (B) Issuance of Capital  Shares  Equivalent.
                           If the  Company  in any  manner  issues  or sells any
                           Capital Shares Equivalent, whether or not immediately
                           convertible  (other than where the same are  issuable
                           upon the exercise of Options) and the effective price
                           per share for which  Common  Stock is  issuable  upon
                           such  exercise,  conversion  or exchange is less than
                           the Exercise Price,  then the maximum total number of
                           shares of Common Stock  issuable  upon the  exercise,
                           conversion  or  exchange of all such  Capital  Shares
                           Equivalent  will,  as of the date of the  issuance of
                           such  Capital  Shares  Equivalent,  be  deemed  to be
                           outstanding  and to have been  issued and sold by the
                           Company  for such  price per  share  and the  maximum
                           consideration   payable  to  the  Company  upon  such
                           exercise  (assuming  full  exercise,   conversion  or
                           exchange of Capital Shares Equivalent, if applicable)
                           will be deemed to have been  received by the Company.
                           For  the  purposes  of the  preceding  sentence,  the
                           "effective  price per share for which Common Stock is
                           issuable upon such exercise,  conversion or exchange"
                           is determined  by dividing (i) the total  amount,  if
                           any,   received  or  receivable  by  the  Company  as
                           consideration  for the  issuance  or sale of all such
                           Capital Shares Equivalent, plus the minimum aggregate
                           amount of additional  consideration,  if any, payable
                           to the  Company  upon  the  exercise,  conversion  or
                           exchange  thereof  at the time  such  Capital  Shares
                           Equivalent first become  exercisable,  convertible or
                           exchangeable,  by (ii) the  maximum  total  number of
                           shares of Common Stock  issuable  upon the  exercise,
                           conversion  or  exchange of all such  Capital  Shares
                           Equivalent.  No further  adjustment  to the  Exercise
                           Price will be made upon the actual  issuance  of such
                           Common Stock upon exercise, conversion or exchange of
                           such Capital Shares Equivalent.


<PAGE>


                                    (C)  Change  in Option  Price or  Conversion
                           Rate.  If there  is a  change  at any time in (i) the
                           amount of  additional  consideration  payable  to the
                           Company upon the  exercise of any  Options;  (ii) the
                           amount of additional  consideration,  if any, payable
                           to the  Company  upon  the  exercise,  conversion  or
                           exchange of any Capital Shares  Equivalent;  or (iii)
                           the rate at which any Capital  Shares  Equivalent are
                           convertible into or exchangeable for Common Stock (in
                           each  such  case,  other  than  under or by reason of
                           provisions designed to protect against dilution), the
                           Exercise  Price in effect at the time of such  change
                           will be readjusted to the Exercise  Price which would
                           have been in effect at such time had such  Options or
                           Capital Shares Equivalent still outstanding  provided
                           for such changed additional  consideration or changed
                           conversion  rate,  as the  case  may be,  at the time
                           initially granted, issued or sold.

                                    (D) Calculation of  Consideration  Received.
                           If  any  Common  Stock,  Options  or  Capital  Shares
                           Equivalent are issued,  granted or sold for cash, the
                           consideration  received therefor for purposes of this
                           Warrant  will be the amount  received  by the Company
                           therefor, before deduction of reasonable commissions,
                           underwriting   discounts  or   allowances   or  other
                           reasonable  expenses  paid or incurred by the Company
                           in connection  with such issuance,  grant or sale. In
                           case any Common  Stock,  Options  or  Capital  Shares
                           Equivalent  are  issued  or sold for a  consideration
                           part or all of which  shall be other than  cash,  the
                           amount of the consideration  other than cash received
                           by the Company  will be the fair market value of such
                           consideration,   except   where  such   consideration
                           consists of  securities,  in which case the amount of
                           consideration  received  by the  Company  will be the
                           fair market value  (closing  bid price,  if traded on
                           any  market)  thereof as of the date of  receipt.  In
                           case any Common  Stock,  Options  or  Capital  Shares
                           Equivalent  are issued in connection  with any merger
                           or   consolidation   in  which  the  Company  is  the
                           surviving  corporation,  the amount of  consideration
                           therefor  will be deemed to be the fair market  value
                           of such portion of the net assets and business of the
                           non-surviving  corporation as is attributable to such
                           Common Stock,  Options or Capital Shares  Equivalent,
                           as the case  may be.  The  fair  market  value of any
                           consideration  other than cash or securities  will be
                           determined in good faith by an  investment  banker or
                           other  appropriate  expert  of  national   reputation
                           selected by the Company and reasonably  acceptable to
                           the holder  hereof,  with the costs of such appraisal
                           to be borne by the Company.

                                    (E)  Exceptions  to  Adjustment  of Exercise
                           Price.  Notwithstanding the foregoing,  no adjustment
                           will be made under this  Section  11(b) in respect of
                           any Exempt Securities.

                           (iii)  Minimum   Adjustment  of  Exercise  Price.  No
                  adjustment of the Exercise Price shall be made in an amount of
                  less than 1% of the Exercise  Price in effect at the time such
                  adjustment  is  otherwise  required  to be made,  but any such
                  lesser  adjustment  shall be carried forward and shall be made
                  at the time and together with the next  subsequent  adjustment
                  which, together with any adjustments so carried forward, shall
                  amount to not less than 1% of such Exercise Price.

                  Reorganization,  Reclassification,  Merger,  Consolidation  or
         Disposition  of  Assets.  In case  the  Company  shall  reorganize  its
         capital,  reclassify  its capital  stock,  consolidate or merge with or
         into  another  corporation  (where  the  Company  is not the  surviving
         corporation or where there is a change in or distribution  with respect
         to the Common  Stock of the  Company),  or sell,  transfer or otherwise
         dispose of its property, assets or business to another corporation and,
         pursuant to the terms of such reorganization, reclassification, merger,
         consolidation  or disposition of assets,  shares of common stock of the
         successor or  acquiring  corporation,  or any cash,  shares of stock or
         other  securities  or  property  of any  nature  whatsoever  (including
         warrants or other subscription or purchase rights) in addition to or in
         lieu of common stock of the successor or acquiring  corporation ("Other
         Property"),  are to be  received  by or  distributed  to the holders of
         Common  Stock of the  Company,  then the  Holder  shall  have the right
         thereafter to receive,  upon  exercise of this  Warrant,  the number of
         shares of Common Stock of the successor or acquiring  corporation or of


<PAGE>


         the Company,  if it is the surviving  corporation,  and Other  Property
         receivable   upon   or   as   a   result   of   such    reorganization,
         reclassification,  merger,  consolidation or disposition of assets by a
         Holder of the number of shares of Common  Stock for which this  Warrant
         is  exercisable  immediately  prior to such event.  In case of any such
         reorganization,  reclassification, merger, consolidation or disposition
         of assets,  the successor or acquiring  corporation  (if other than the
         Company)  shall  expressly  assume the due and punctual  observance and
         performance of each and every covenant and condition of this Warrant to
         be performed  and observed by the Company and all the  obligations  and
         liabilities  hereunder,  subject to such modifications as may be deemed
         appropriate  (as determined in good faith by resolution of the Board of
         Directors  of the  Company)  in order to  provide  for  adjustments  of
         Warrant Shares for which this Warrant is exercisable  which shall be as
         nearly  equivalent as  practicable to the  adjustments  provided for in
         this Section 12. For purposes of this Section 12,  "common stock of the
         successor  or  acquiring  corporation"  shall  include  stock  of  such
         corporation  of any class which is not  preferred  as to  dividends  or
         assets over any other class of stock of such  corporation  and which is
         not  subject to  redemption  and shall also  include any  evidences  of
         indebtedness, shares of stock or other securities which are convertible
         into or exchangeable for any such stock, either immediately or upon the
         arrival of a specified  date or the happening of a specified  event and
         any  warrants or other  rights to  subscribe  for or purchase  any such
         stock.  The  foregoing  provisions  of this Section 12 shall  similarly
         apply  to  successive  reorganizations,   reclassifications,   mergers,
         consolidations or disposition of assets.

                  Voluntary  Adjustment  by the Company.  The Company may at any
         time during the term of this Warrant  reduce the then current  Exercise
         Price to any amount and for any period of time  deemed  appropriate  by
         the Board of Directors of the Company.

                  Notice of Adjustment. Whenever the number of Warrant Shares or
         number or kind of securities  or other  property  purchasable  upon the
         exercise of this Warrant or the Exercise  Price is adjusted,  as herein
         provided,  the Company shall give notice  thereof to the Holder,  which
         notice shall state the number of Warrant  Shares (and other  securities
         or  property)  purchasable  upon the  exercise of this  Warrant and the
         Exercise  Price  of  such  Warrant  Shares  (and  other  securities  or
         property) after such adjustment, setting forth a brief statement of the
         facts  requiring such  adjustment and setting forth the  computation by
         which such adjustment was made.

         Notice of Corporate Action. If at any time:

                  (a) the  Company  shall  take a record of the  holders  of its
         Common Stock for the purpose of entitling them to receive a dividend or
         other  distribution,  or any right to  subscribe  for or  purchase  any
         evidences of its indebtedness,  any shares of stock of any class or any
         other securities or property, or to receive any other right, or

                  (b) there shall be any capital  reorganization of the Company,
         any  reclassification  or  recapitalization of the capital stock of the
         Company or any  consolidation  or merger of the  Company  with,  or any
         sale,  transfer or other  disposition of all or  substantially  all the
         property, assets or business of the Company to, another corporation or,

                  (c) there shall be a  voluntary  or  involuntary  dissolution,
         liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 10 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 10
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled to exchange  their  Warrant  Shares for  securities  or other  property
deliverable upon such disposition,  dissolution, liquidation or winding up. Each
such written  notice shall be  sufficiently  given if addressed to Holder at the
last address of Holder  appearing  on the books of the Company and  delivered in
accordance with Section 17(d).


<PAGE>


                  Authorized  Shares.  The  Company  covenants  that  during the
         period the Warrant is outstanding,  it will reserve from its authorized
         and unissued Common Stock a sufficient  number of shares to provide for
         the  issuance of the Warrant  Shares upon the  exercise of any purchase
         rights  under this  Warrant.  The Company  further  covenants  that its
         issuance  of  this  Warrant  shall  constitute  full  authority  to its
         officers who are charged with the duty of executing stock  certificates
         to execute and issue the necessary  certificates for the Warrant Shares
         upon the  exercise  of the  purchase  rights  under this  Warrant.  The
         Company  will take all such  reasonable  action as may be  necessary to
         assure  that such  Warrant  Shares  may be issued  as  provided  herein
         without  violation  of  any  applicable  law or  regulation,  or of any
         requirements of the Principal Market upon which the Common Stock may be
         listed.

                  Except  and to the  extent as waived  or  consented  to by the
         Holder,  the  Company  shall  not by  any  action,  including,  without
         limitation,  amending its certificate of  incorporation  or through any
         reorganization, transfer of assets, consolidation, merger, dissolution,
         issue or sale of securities  or any other  voluntary  action,  avoid or
         seek to avoid the observance or performance of any of the terms of this
         Warrant, but will at all times in good faith assist in the carrying out
         of all such  terms  and in the  taking  of all such  actions  as may be
         necessary or  appropriate  to protect the rights of Holder as set forth
         in this Warrant against impairment.  Without limiting the generality of
         the  foregoing,  the Company will (a) not increase the par value of any
         Warrant  Shares above the amount  payable  therefor  upon such exercise
         immediately  prior to such  increase  in par  value,  (b) take all such
         action as may be necessary or appropriate in order that the Company may
         validly and legally issue fully paid and  nonassessable  Warrant Shares
         upon the exercise of this Warrant, and (c) use commercially  reasonable
         efforts to obtain all such authorizations,  exemptions or consents from
         any  public  regulatory  body  having  jurisdiction  thereof  as may be
         necessary to enable the Company to perform its  obligations  under this
         Warrant.

                  Before  taking any action which would result in an  adjustment
         in the number of Warrant  Shares for which this Warrant is  exercisable
         or  in  the  Exercise   Price,   the  Company  shall  obtain  all  such
         authorizations or exemptions  thereof,  or consents thereto,  as may be
         necessary from any public regulatory body or bodies having jurisdiction
         thereof.

         Miscellaneous.

                  Jurisdiction.   All  questions  concerning  the  construction,
         validity,  enforcement  and  interpretation  of this  Warrant  shall be
         determined in accordance with the provisions of the Purchase Agreement.

                  Restrictions.  The Holder acknowledges that the Warrant Shares
         acquired upon the exercise of this  Warrant,  if not  registered,  will
         have restrictions  upon resale imposed by state and federal  securities
         laws.

                  Nonwaiver and  Expenses.  No course of dealing or any delay or
         failure to exercise  any right  hereunder  on the part of Holder  shall
         operate  as a waiver  of such  right or  otherwise  prejudice  Holder's
         rights,  powers  or  remedies,  notwithstanding  all  rights  hereunder
         terminate  on the  Termination  Date.  If  the  Company  willfully  and
         knowingly  fails to comply with any  provision of this  Warrant,  which
         results in any material damages to the Holder, the Company shall pay to
         Holder  such  amounts  as shall be  sufficient  to cover  any costs and
         expenses  including,  but not limited to,  reasonable  attorneys' fees,
         including  those  of  appellate  proceedings,  incurred  by  Holder  in
         collecting  any amounts due pursuant  hereto or in otherwise  enforcing
         any of its rights, powers or remedies hereunder.

                  Notices.  Any notice,  request or other  document  required or
         permitted to be given or  delivered to the Holder by the Company  shall
         be delivered in accordance  with the notice  provisions of the Purchase
         Agreement.

                  Limitation of Liability.  No provision  hereof, in the absence
         of any  affirmative  action by  Holder  to  exercise  this  Warrant  or
         purchase  Warrant  Shares,  and no enumeration  herein of the rights or
         privileges  of Holder,  shall give rise to any  liability of Holder for
         the  purchase  price of any  Common  Stock or as a  stockholder  of the
         Company,  whether  such  liability  is  asserted  by the  Company or by
         creditors of the Company.


<PAGE>


                  Remedies.  Holder,  in addition to being  entitled to exercise
         all rights  granted by law,  including  recovery  of  damages,  will be
         entitled to specific  performance of its rights under this Warrant. The
         Company agrees that monetary damages would not be adequate compensation
         for any loss incurred by reason of a breach by it of the  provisions of
         this  Warrant and hereby  agrees to waive the defense in any action for
         specific performance that a remedy at law would be adequate.

                  Successors and Assigns. Subject to applicable securities laws,
         this  Warrant and the rights and  obligations  evidenced  hereby  shall
         inure to the  benefit  of and be  binding  upon the  successors  of the
         Company  and the  successors  and  permitted  assigns  of  Holder.  The
         provisions  of this  Warrant are  intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be  enforceable  by
         any such Holder or holder of Warrant Shares.

                  Amendment.  This  Warrant  may be  modified  or amended or the
         provisions  hereof  waived with the written  consent of the Company and
         the Holder.

                  Severability.   Wherever  possible,  each  provision  of  this
         Warrant  shall be  interpreted  in such manner as to be  effective  and
         valid under  applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under  applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity, without
         invalidating   the  remainder  of  such  provisions  or  the  remaining
         provisions of this Warrant.

                  Headings.  The  headings  used  in  this  Warrant  are for the
         convenience of reference only and shall not, for any purpose, be deemed
         a part of this Warrant.

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

<PAGE>


         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated:  April __, 2004
                                                 USURF AMERICA, INC.



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



<PAGE>


                               NOTICE OF EXERCISE

To:      USURF AMERICA, INC.

         (4)______The  undersigned  hereby elects to purchase  ________  Warrant
Shares of Usurf  America,  Inc.  pursuant to the terms of the  attached  Warrant
(only if exercised in full),  and tenders herewith payment of the exercise price
in full, together with all applicable transfer taxes, if any.

         (5)______Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the  cancellation  of such number of Warrant  Shares as is
                  necessary,  in  accordance  with  the  formula  set  forth  in
                  subsection  3(d), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares  purchasable  pursuant to the
                  cashless exercise procedure set forth in subsection 3(d).

         (6)______Please  issue a certificate or certificates  representing said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

                  _______________________________

The Warrant Shares shall be delivered to the following:

                  _______________________________

                  _______________________________

                  _______________________________

         (4) Accredited Investor. The undersigned is an "accredited investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

                                                 [PURCHASER]


                                                 By:____________________________
                                                    Name:
                                                    Title:
                                                 Dated:_________________________




<PAGE>


                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE  RECEIVED,  the  foregoing  Warrant and all rights  evidenced
thereby are hereby  assigned to  _______________________________________________
whose address is _____________________________________________.

__________________________________________________________


                                                 Dated:  ______________, _______


                  Holder's Signature:_____________________________

                  Holder's Address:_____________________________

                                   _____________________________


Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.