EXHIBIT 10.4

            CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                              USURF AMERICA, INC.,
                              a Nevada corporation

      The undersigned, Douglas O. McKinnon certifies that:

      1. He is the duly acting President of USURF America, Inc. a corporation
organized and existing under the Corporation Code of the State of Nevada (the
"Corporation").

      2. Pursuant to authority conferred upon the Board of Directors by the
Articles of Incorporation of the Corporation, and pursuant to the provisions of
Chapter 78 of the Nevada Revised Statutes, said Board of Directors, pursuant to
a Unanimous Written Consent of the Executive Committee of the Board of
Directors, dated September 29, 2004, adopted a resolution establishing the
rights, preferences, privileges and restrictions of, and the number of shares
comprising, the Corporation's Series A Convertible Preferred Stock, which
resolution is as follows:

      RESOLVED, that a series of Preferred Stock in the Corporation, having the
rights, preferences, privileges and restrictions, and the number of shares
constituting such series and the designation of such series, set forth below be,
and it hereby is, authorized by the Board of Directors of the Corporation
pursuant to authority given by the Corporation's Certificate of Incorporation.

      NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes
and determines the Designations of, the number of shares constituting, and the
rights, preferences, privileges and restrictions relating to, a new series of
Preferred Stock as follows:

      (a) Determination. The series of Preferred Stock is hereby designated
Series A Convertible Preferred Stock (the "Series A Preferred Stock").

      (b) Authorized Shares. The number of authorized shares constituting the
Series A Preferred Stock shall be ten thousand (10,000) shares of such series.

      (c) Dividends. The holder of the Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, out of
any assets of the Corporation legally available therefore, such dividends as may
be declared from time to time by the Board of Directors.

      (d) Liquidation Preference.

            (i) Preference upon Liquidation, Dissolution or Winding Up. In the
event of any dissolution or winding up of the Corporation, whether voluntary or
involuntary, holders of each outstanding share of Series A Preferred Stock shall
be entitled to be paid first out of the assets of the Corporation available for
distribution to shareholders, whether such assets are capital, surplus or
earnings, an amount equal to $100.00 (the "Series A Purchase Price") per share
of Series A Preferred Stock held (as adjusted for any stock splits, stock
dividends or recapitalizations of the Series A Preferred Stock) and any declared
but unpaid dividends on such share, before any payment shall be made to the
holders of the Common Stock, or any other stock of the Corporation ranking
junior to the Series A Preferred Stock with regard to any distribution of assets
upon liquidation, dissolution or winding up of the Corporation. The holders of
the Series A Preferred Stock shall be entitled to share ratably, in accordance
with the respective preferential amounts payable on such stock, in any
distribution which is not sufficient to pay in full the aggregate of the amounts
payable thereon. If, upon any liquidation, dissolution or winding up of the
Corporation, the assets to be distributed to the holders of the Series A
Preferred Stock shall be insufficient to permit payment to such shareholders of
the full preferential amounts aforesaid, then all of the assets of the
Corporation available for distribution to shareholders shall be distributed to
the holders of Series A Preferred Stock. Each holder of the Series A Preferred
Stock shall be entitled to receive that portion of the assets available for
distribution as the number of outstanding shares of Series A Preferred Stock
held by such holder bears to the total number of shares of Series A Preferred
Stock. Such payment shall constitute payment in full to the holders of the
Series A Preferred Stock upon the liquidation, dissolution or winding up of the
Corporation. After such payment shall have been made in full, or funds necessary
for such payment shall have been set aside by the Corporation in trust for the
account of the holders of Series A Preferred Stock, so as to be available for
such payment, such holders of Series A Preferred Stock shall be entitled to no
further participation in the distribution of the assets of the Corporation.

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            (ii) Consolidation, Merger and Other Corporate Events. A
consolidation or merger of the Corporation (except into or with a subsidiary
corporation) or a sale, lease, mortgage, pledge, exchange, transfer or other
disposition of all or substantially all of the assets of the Corporation or any
reclassification of the stock of the Corporation (other than a change in par
value or from no par to par, or from par to no par or as the result of an event
described in subsection (iv), (v), (vi) or (viii) of paragraph (f)), shall be
regarded as a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this paragraph (d), provided, however, in the
case of a merger, if (a) the Corporation is the surviving entity, (b) the
Corporation's shareholders hold a majority of the shares of the surviving
entity, and (c) the Corporation's directors hold a majority of the seats on the
board of directors of the surviving entity, then such merger shall not be
regarded as a liquidation, dissolution or winding up within the meaning of this
paragraph (d). In no event shall the issuance of new classes of stock, whether
senior, junior or on a parity with the Series A Preferred Stock, or any stock
splits, be deemed a "reclassification" under or otherwise limited by the terms
hereof.

            (iii) Distribution of Cash and Other Assets. In the event of a
liquidation, dissolution or winding up of the Corporation resulting in the
availability of assets other than cash for distribution to the holders of the
Series A Preferred Stock, the holders of the Series A Preferred Stock shall be
entitled to a distribution of cash and/or assets equal to the value of the
liquidation preference stated in subsection (i) of this paragraph (d), which
valuation shall be made solely by the Board of Directors, and provided that such
Board of Directors was acting in good faith, shall be conclusive.

            (iv) Distribution to Junior Security Holders. After the payment or
distribution to the holders of the Series A Preferred Stock of the full
preferential amounts aforesaid, the holders of Series A Preferred Stock shall
have no further rights in respect at such Series A Stock which shall become null
and void, and the holders of the Common Stock then outstanding, or any other
stock of the Corporation ranking as to assets upon liquidation, dissolution or
winding up of the Corporation junior to the Series A Preferred Stock, shall be
entitled to receive ratably all of the remaining assets of the Corporation.

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            (v) Preference; Priority. References to a stock that is "senior" to,
on a "parity" with or "junior" to other stock as to liquidation shall refer,
respectively, to rights of priority of one series or class of stock over another
in the distribution of assets on any liquidation, dissolution or winding up of
the Corporation. The Series A Preferred Stock shall be senior to the Common
Stock of the Corporation and senior to any subsequent series of Preferred Stock
issued by the Corporation.

      (e) Voting Rights. Except as otherwise required by law, the holder of
shares of Series A Preferred Stock shall not have the right to vote on matters
that come before the shareholders.

      (f) Conversion Rights. The holders of Series A Preferred Stock will have
the following conversion rights:

            (i) Right to Convert. Subject to and in compliance with the
provisions of this paragraph (f), any issued and outstanding shares of Series A
Preferred Stock may, at the option of the holder, be converted at any time or
from time to time into fully paid and non-assessable shares of Common Stock at
the conversion rate in effect at the time of conversion, determined as provided
herein; provided, that a holder of Series A Preferred Stock may at any given
time convert only up to that number of shares of Series A Preferred Stock so
that, upon conversion, the aggregate beneficial ownership of the Corporation's
Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act
of 1934, as amended) of such holder and all persons affiliated with such holder
is not more than 9.99% of the Corporation's Common Stock then outstanding.

            (ii) Mechanics of Conversion. Before any holder of Series A
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, he shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Common Stock, and shall give written notice to the Corporation at such office
that he elects to convert the same and shall state therein the number of shares
of Series A Preferred Stock being converted. Thereupon, the Corporation shall
promptly issue and deliver at such office to such holder of Series A Preferred
Stock a certificate or certificates for the number of shares of Common Stock to
which he shall be entitled. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Series A Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock on such date.

            (iii) Conversion Price. The number of shares into which one share of
Series A Preferred Stock shall be convertible shall be determined by dividing
the Series A Purchase Price by the then existing Conversion Price (as set forth
below) (the "Conversion Ratio"). The "Conversion Price" per share for the Series
A Preferred Stock shall be equal to eighty-five percent (85%) of the Market
Price (as defined below and subject to adjustment as described below), rounded
to the nearest thousandth; provided, however, that subject to the provisions of
the next sentence, in no event shall the Conversion Price be less than $0.05 per
share (the "Floor Price") or exceed $0.075 (the "Ceiling Price"). The Floor
Price and Ceiling Price shall be further adjusted upon the occurrence of any
event in paragraph (f) (iv)-(vi).

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            For purposes of determining the Conversion Price, the "Market Price"
shall be the average of the intra-day trading prices of the Corporation's Common
Stock (which need not occur on consecutive trading days) during the 10 trading
days immediately preceding the conversion date (which may include trading days
prior to the original issue date), provided, that such 10 trading day period
shall be extended by the number of trading days during such period on which (i)
trading in the Corporation's Common Stock is suspended by, or not traded on, the
OTC Bulletin Board or a subsequent market on which the common stock is then
traded, or (ii) after the date of Registration Statement (the "Registration
Statement") for the underlying shares of common stock of the Corporation into
which the Series A Preferred Stock may be converted is declared effective by the
SEC, the prospectus included in the Registration Statement may not be used by
the holder for resale of underlying shares of common stock, is suspended by, or
not traded on, the OTC Bulletin Board or a subsequent market on which the common
stock is then listed, or (iii) after the date the Registration Statement is
declared effective by the SEC, the prospectus included in the Registration
Statement for the underlying shares may not be used by the holder for the resale
of underlying shares of common stock (provided such inability to use the
prospectus is not (a) caused by the holder or (b) as a result of the Company's
filing of post-effective amendments to the Registration Statement.)

            For purposes of illustration only, if the Market Price is $.08 at
time of conversion, the Conversion Ratio will be $100.00/$0.068, allowing the
10,000 shares of Series A Preferred Stock to be converted into 14,705,882 shares
of Common Stock. On the other hand, if the Market Price is $0.10 at time of
conversion, the Conversion Ratio will be $100.00/$0.075, allowing the 10,000
shares of Preferred Stock to be converted into 13,333,333 shares of Common
Stock.

            (iv) Adjustment for Stock Splits and Combinations. If the
Corporation shall at any time, or from time to time after the date shares of the
Series A Preferred Stock are first issued (the "Original Issue Date"), effect a
subdivision of the outstanding Common Stock, the Floor Price and Ceiling Price
in effect immediately prior thereto shall be proportionately decreased, and
conversely, if the Corporation shall at any time or from time to time after the
Original Issue Date combine the outstanding shares of Common Stock, the Floor
Price and Ceiling Price then in effect immediately before the combination shall
be proportionately increased. Any adjustment under this paragraph (f)(iv) shall
become effective at the close of business on the date the subdivision or
combination becomes effective.

            (v) Adjustment for Certain Dividends and Distributions. In the event
the Corporation at any time, or from time to time after the Original Issue Date,
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Floor Price
and Ceiling Price then in effect shall be decreased as of the time of such
issuance or, in the event such a record date shall have been fixed, as of the
close of business on such record date, by multiplying the Floor Price and
Ceiling Price then in effect by a fraction:


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            (A) the numerator of which shall be the total number of shares of
      Common Stock issued and outstanding immediately prior to the time of such
      issuance or the close of business on such record date, and

            (B) the denominator of which shall be the total number of shares of
      Common Stock issued and outstanding immediately prior to the time of such
      issuance or the close of business on such record date plus the number of
      shares of Common Stock issuable in payment of such dividend or
      distribution; provided, -------- however, if such record date shall have
      been fixed and such dividend is not fully paid or if such distribution is
      not fully made on the date fixed therefor, the Floor Price and Ceiling
      Price shall be recomputed accordingly as of the close of business on such
      record date and thereafter, the Floor Price and Ceiling Price shall be
      adjusted pursuant to this paragraph (f)(v) as of the time of actual
      payment of such dividends or distributions.

            (vi) Adjustments for Other Dividends and Distributions. In the event
the Corporation at any time or from time to time after the Original Issue Date
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
securities of the Corporation other than shares of Common Stock, then and in
each such event provision shall be made so that the holders of such Series A
Preferred Stock shall receive upon conversion thereof in addition to the number
of shares of Common Stock receivable thereupon, the amount of securities of the
Corporation that they would have received had their Series A Preferred Stock
been converted into Common Stock on the date of such event and had thereafter,
during the period from the date of such event to and including the conversion
date, retained such securities receivable by them as aforesaid during such
period giving application to all adjustments called for during such period under
this paragraph (f) with respect to the rights of the holders of the Series A
Preferred Stock.

            (vii) Adjustment for Reclassification Exchange or Substitution. If
the Common Stock issuable upon the conversion of the Series A Preferred Stock
shall be changed into the same or a different number of shares of any class or
classes of stock, whether by capital reorganization, reclassification or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation or sale of assets
provided for elsewhere in this paragraph (f)), then and in each such event the
holder of each share of Series A Preferred Stock shall have the right thereafter
to convert such share into the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, reclassification or
other change, by holders of the number of shares of Common Stock into which such
shares of Series A Preferred Stock might have been converted immediately prior
to such reorganization, reclassification, or change, all subject to further
adjustment as provided herein.

            (viii) Reorganization, Mergers, Consolidations or Sales of Assets.
If at any time or from time to time there shall be a capital reorganization of
the Common Stock (other than a subdivision, combination, reclassification or
exchange of shares provided for elsewhere in this paragraph (f)) or a merger or
consolidation of the Corporation with or into another corporation, or the sale
of all or substantially all of the Corporation's properties and assets to any
other person, then, as a part of such reorganization, merger, consolidation or
sale, provision shall be made so that the holders of the Series A Preferred
Stock shall thereafter be entitled to receive upon conversion of such Series A
Preferred Stock, the number of shares of stock or other securities or property
of the Corporation or of the successor corporation resulting from such merger or
consolidation or sale, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such capital reorganization, merger,
consolidation or sale. In any such case, appropriate adjustment shall be made in
the application of the provisions of this paragraph (f) with respect to the
rights of the holders of the Series A Preferred Stock after the reorganization,
merger, consolidation or sale to the end that the provisions of this paragraph
(f) (including adjustment of the Floor Price and Ceiling Price then in effect
and the number of shares purchasable upon conversion of the Series A Preferred
Stock) shall be applicable after that event as nearly equivalent as may be
practicable.


<PAGE>

            (ix) Sale of Common Stock or Securities Convertible Into Common
Stock. In the event the Corporation sells Common Stock or other securities
convertible into or exerciseable for Common Stock at a per share price, exercise
price or conversion price lower than the Conversion Price then in effect (other
than in connection with an acquisition of the securities, assets or business of
another company, joint ventures and employee stock options), the Conversion
Price shall be subject to weighted average anti-dilution adjustments.

            (x) Certificate of Adjustment. In each case of an adjustment or
readjustment of the Floor Price and Ceiling Price or the securities issuable
upon conversion of the Series A Preferred Stock, the Corporation shall compute
such adjustment or readjustment in accordance herewith and the Corporation's
Principal Accounting Officer shall prepare and sign a certificate showing such
adjustment or readjustment, and shall mail such certificate by first class mail,
postage prepaid, to each registered holder of the Series A Preferred Stock at
the holder's address as shown in the Corporation's books. The certificate shall
set forth such adjustment or readjustment, showing in detail the facts upon
which such adjustment or readjustment is based.

            (xi) Notices of Record Date. In the event of (A) any taking by the
Corporation of a record of the holders of any class or series of securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution or (B) any reclassification or recapitalization
of the capital stock of the Corporation, any merger or consolidation of the
Corporation or any transfer of all or substantially all of the assets of the
Corporation to any other corporation, entity or person, or any voluntary or
involuntary dissolution, liquidation or winding up of the Corporation, the
Corporation shall mail to each holder of Series A Preferred Stock at least 10
days prior to the record date specified therein, a notice specifying (1) the
date on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (2) the date on
which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up is expected to become effective
and (3) the time, if any is to be fixed, as to when the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares,
of Common Stock (or other securities) for securities or other property
deliverable upon such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up.


<PAGE>

            (xii) Fractional Shares. No fractional shares of Common Stock shall
be issued upon conversion of the Series A Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall round down to the nearest whole number.

            (xiii) Reservation of Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series A Preferred Stock, Twenty Million
(20,000,000) shares of Common Stock, and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect the
conversion of all then outstanding shares of Series A Preferred Stock, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

            (xiv) Notices. Any notice required by the provisions of this
paragraph (f) to be given to the holders of shares of Series A Preferred Stock
shall be deemed given (A) if deposited in the United States mail, postage
prepaid, or (B) if given by any other reliable or generally accepted means
(including by facsimile or by a nationally recognized overnight courier
service), in each case addressed to each holder of record at his address (or
facsimile number) appearing on the books of the Corporation.

            (xv) Payment of Taxes. The Corporation will pay all transfer taxes
and other governmental charges that may be imposed in respect of the issue or
delivery of shares of Common Stock upon conversion of shares of Series A
Preferred Stock.

            (xvi) No Dilution or Impairment. The Corporation shall not amend its
Articles of Incorporation or participate in any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, for the purpose of avoiding or seeking to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, without the approval of a majority of the then
outstanding Series A Preferred Stock.

      (g) No Re-issuance of Preferred Stock. Any shares of Series A Preferred
Stock acquired by the Corporation by reason of purchase, conversion or otherwise
shall be canceled, retired and eliminated from the shares of Series A Preferred
Stock that the Corporation shall be authorized to issue. All such shares shall
upon their cancellation become authorized but unissued shares of Preferred Stock
and may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth in the Articles of
Incorporation or in any certificate of Determination creating a series of
Preferred Stock or any similar stock or as otherwise required by law.


<PAGE>

      (h) Severability. If any right, preference or limitation of the Series A
Preferred Stock set forth herein is invalid, unlawful or incapable of being
enforced by reason of any rule, law or public policy, all other rights,
preferences and limitations set forth herein that can be given effect without
the invalid, unlawful or unenforceable right, preference or limitation shall
nevertheless remain in full force and effect, and no right, preference or
limitation herein shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

            3. The number of authorized shares of Preferred Stock of the
Corporation is 100,000,000, and the number of shares of Series A Stock, none of
which has been issued, is 10,000.

            The undersigned declares under penalty of perjury that the matters
set out in the foregoing Certificate are true of his own knowledge. Executed at
Colorado Springs, Colorado on this ___th day of October 2004.

                                       /s/ Douglas O. McKinnon
                                       -----------------------------------------
                                       Douglas O. McKinnon
                                       Chief Executive Officer and President