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                                                                    EXHIBIT 10.1


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is
executed to be effective as of August 1, 2004 and is executed between ERF
Wireless, Inc., a Nevada corporation (the "Company") and Mr. R. Greg Smith (the
"Executive").

         WHEREAS, the Company desires to retain the services of the Executive as
Chief Financial Officer of the Company, and initially also Chief Executive
Officer until the Compensation Committee of the Board of Directors elects to
separately fill the job of CEO and in addition other duties as may be determined
by the Board of Directors. It is anticipated that the Executive will concentrate
the majority of his time and attention to the public company aspects of the
business including public filings, private equity financing, acquisitions, and
the building of the public image of the company with the intent of achieving a
listing on a national exchange within a reasonable time period. The day-to-day
operational details of the Company will continue to be run by the Company
President. In addition, the Executive will be elected to the Board of Directors
for a one-year term beginning concurrently with the date of this contract. The
Executive desires to render such services on the terms and conditions set forth
herein;

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:

1. Employment Term. The Company employs the Executive and the Executive accepts
employment by the Company, upon the terms and subject to the conditions set
forth in this Agreement, until July 31, 2006; provided, however, that such
employment may be sooner terminated pursuant to the terms of this Agreement.

2. Management of the Company. The Executive shall devote the Executive's full
time, best efforts, attention and skill to, and shall perform faithfully,
loyally and efficiently the Executive's duties at the Company Corporate
Headquarters or other locations as agreed to by the Chairman of the Board.
Further, the Executive will punctually and faithfully perform and observe any
and all rules and regulations that the Company may now or shall hereafter
reasonably establish governing the Executive's conduct and the conduct of the
Company's business that are consistent with this Agreement.

3. COMPENSATION. In consideration of the services rendered to the Company by the
Executive, the Company shall pay the Executive a base salary at the annual rate
of $180,000 (the "Base Salary"). The Salary shall be payable in accordance with
the normal payroll practices of the Company then in effect except that portion
that may be payable as a result of assignment of the agreement to the S-Corp.
controlled by the Executive and shall be payable monthly in advance. The Salary,
and all other forms of compensation paid to the Executive hereunder, shall be
subject to all applicable taxes required to be withheld by the Company pursuant
to federal, state or local law. The Executive shall be solely responsible for
income taxes imposed on the Executive by reasons of any cash or non-cash
compensation and benefits provided by this Agreement. The Executive and the
Company agree that a portion of his salary may be paid in the form of freely
tradeable company common stock valued at the time that the compensation would
have been paid had it been paid in cash. For that portion of the compensation
paid in Company common stock the Company will guarantee the cash equivalent
value of such compensation for a period of thirty days. Until any Company common
stock provided to Executive is freely tradeable when received the Company agrees
that the full $15,000 monthly salary will be paid in cash. At the time that free
trade Company stock is available to pay the Executive then $10,000 per month of
the base compensation will be paid in cash with the remainder being paid in free
trade stock. The Executive will also receive compensation as a Board Member in
accordance with the standard Board compensation then in effect. Executive shall
have the right to assign the obligations under this Contract to an S-Corporation


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controlled by the Executive; with R. Greg Smith being designated as the
principal of the S-Corporation obligated to perform the obligations of the
Executive set forth in the agreement. In addition, Executive will have to be
classified as an employee of Company to be eligible for the medical benefits of
the company and Executive will be responsible for all tax consequences of this
assignment.

         BENEFITS. In addition to the Salary, during the Employment Term, the
Executive shall be entitled to: all legal and religious holidays in accordance
with Company policy, and five (5) weeks paid vacation per annum in accordance
with the standard policies and procedures of the company. The Executive shall
arrange for vacations in advance at such time or times as shall be mutually
agreeable to the Executive and the Company's Chairman of the Board. The
Executive may; (i) not receive pay in lieu of vacation; (ii) participate in all
employee benefit plans and/or arrangements adopted by the Company relating to
pensions, hospital, medical, dental, disability and life insurance, deferred
salary and savings plans, and other similar employee benefit plans or
arrangements to the extent that the Executive meets the eligibility requirements
for any such plan as in effect from time to time; (iii) receive payment by the
Company directly, or reimbursement by the Company for, reasonable and customary
business and out-of-pocket expenses incurred by the Executive in connection with
the performance by the Executive of the Executive's duties under this Agreement
in accordance with the Company's policies and practices for reimbursement of
such expenses, as in effect from time to time, including, without limitation,
reasonable and necessary travel, lodging, entertainment and meals incurred by
the Executive in furtherance of the Company's business and at the Company's
request.

         INCENTIVES. In addition to the payment of Base Salary, the Company
hereby grants to the Executive, as an incentive to maximize the potential of the
company, an incentive in the form of non-qualified stock options (the "Stock
Options"), to purchase common stock of the Company. All such options shall
contain a cashless conversion feature as well as standard anti-dilution
provisions. All such options shall contain standard anti-dilution features as
well as piggyback registration rights after vesting and will be governed by the
terms and conditions set forth under the Company's 2004 Non-Qualified Stock
Option Plan to be registered under a Form S-8 filing. The terms relating to
these incentives are as follows:

Each Stock Option provides the Executive with the right to purchase one share of
the Company's stock based on the ability of the company to generate consolidated
revenues from the sales of products and services including revenues achieved
through acquisitions meeting GAAP and SEC requirements and standards. The option
price of the companies' common stock will be at 115% of the lowest five day
average closing trade price existing for the companies' common stock during the
twelve month period immediately preceding the date of the vesting event. The
attainment of this incentive is based on the company, including any
subsidiaries, attaining the following cumulative revenues as reported in public
filings following the official date of this agreement and throughout this
contract. The Stock Options are non-transferable, vest as set forth below, and
expire at the close of business on July 31, 2009. The attainment of this
incentive is based on the company, including any subsidiaries, attaining the
following cumulative revenues as reported in public filings following the
official date of this agreement and throughout this contract.

         Vesting. The Stock Options granted above shall vest for all events
meeting the vesting requirement after the Executive and Company has entered into
this Employment Contract as follows, if at all.

a. When cumulative revenues reach $1,000,000 then incentive is 100,000 shares
b. When cumulative revenues reach $5,000,000 then incentive is 150,000 shares
c. When cumulative revenues reach $10,000,000 then incentive is 250,000 shares
d. When cumulative revenues reach $25,000,000 then incentive is 500,000 shares

In addition, as a sign-on bonus, the Executive will be entitled to receive
63,827 shares of Series A Convertible Preferred Stock, $0.01 par value, at a
price of $0.50 per share for a total cost basis of $31,913.50. The preferred
stock is convertible at holders' option at one preferred share for 18.676347
shares common stock and has a 2:1 liquidation preference and each preferred


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share has 20 votes. A copy of the Subscription Agreement was included in the
Company's Form 8-K filed on May 28, 2004 as Exhibit 10.2. A copy of the
Certificate of Designation of the Rights and Preferences of the Convertible
Preferred Stock was attached to the same Form 8-K as Exhibit 4.1. The effective
144 date for these shares shall be the initiation date of this employment
contract. These shares will also carry piggyback registration rights after
twelve months from receipt.

As an additional incentive to accelerate the rapid growth of the company and
successfully complete mergers, acquisitions, and certain asset acquisitions
during the Employment Period; Executive shall be entitled to a bonus equal to
one percent (1%) of the revenues for the most recent twelve (12) month period of
each acquisition made by the Company during the Employment Period. An
acquisition shall be deemed "made" if a definitive agreement is executed during
the Employment Period and the transaction closes within six (6) months after the
definitive agreement is executed. The revenues for the most recent twelve (12)
month period of the acquired company shall be verified by the company's
independent auditors. The Company will have the option to pay the entitled
bonuses in either cash or free-trading shares from a registered stock option
plan.

In addition, as an additional incentive to accelerate the rapid growth of the
company and successfully complete the private placement for a minimum of
$7,500,000 within nine months of your employment start date you will be awarded
an additional 250,000 shares of restricted common stock with piggyback rights
should you successfully complete this objective.

It is agreed that during the initial term of this contract the Company will
provide for automatic adjustments to both Base Salary and equity incentives to
affect the result of the Executive being compensated at all times with respect
to both the Base Salary and equity incentives at rates higher than any other
executive, employee or consultant excluding the Chairman of the Board and CEO.
This provision is meant to reflect the risks being assumed in conjunction with
the certification and compliance requirements of the CFO position in publicly
reported companies as compared to the risks of other executives, employees or
consultants.

4. Termination of Employment. The Executive's employment hereunder shall
terminate upon the earliest to occur of any the following events, on the dates
and at the times specified below:

         (i) the close of business on July 31, 2006 (the "Expiration Date");

         (ii) the close of business on the date of the Executive's death
("Death");

         (iii) the close of business on the Termination Date (as defined below)
specified in the Notice of Termination (as defined below) which the Company
shall have delivered to the Executive due to the Executive's Disability.
"Disability" shall mean if (i) the Executive is absent from work for 45
consecutive calendar days in any twelve-month period by reason of unexcused
illness or incapacity whether physical or otherwise) or (ii) the Executive is
unable to perform his duties, services and responsibilities by reason of illness
or incapacity (whether physical or otherwise) for a total of 45 consecutive
calendar days in any twelve-month period during the Employment Term. The
Executive agrees, in the event of any dispute under this Section, and after
receipt by the Executive of such Notice of Termination from the Company, to
submit to a physical examination by a licensed physician selected by the
Company. The Executive may seek a second opinion from a licensed physician
acceptable to the Company. If the results of the first examination and the
second examination are different, a licensed physician selected by the
physicians who have performed the first and second examinations shall perform a
third physical examination of the Executive, the result of which shall be
determinative for purposes of this Section;

         (iv) the close of business on the Termination Date specified in the
Notice of Termination which the Executive shall have delivered to the Company to
terminate his employment ("Voluntary Termination");

         (v) the close of business on the Termination Date specified in the
Notice of Termination which the Company shall have delivered to the Executive to
terminate the Executive's employment for Cause. "Cause" as used herein means
termination based on (i) the Executive's material breach of this Agreement, (ii)


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conviction of the Executive for (a) any crime constituting a felony in the
jurisdiction in which committed, (b) any crime involving moral turpitude whether
or not a felony), or (c) any other criminal act against the Company involving
dishonesty or willful misconduct intended to injure the Company (whether or not
a felony), (iii) illegal substance abuse by the Executive, (iv) the continued
failure or refusal of the Executive to follow one or more lawful and proper
directives of the Board of Directors delivered to the Executive in writing, or
(v) willful malfeasance or gross misconduct by the Executive which discredits or
damages the Company.

5. Rights Upon Termination

         Any purported termination by the Company or the Executive (other than
by reason of Death or on the Expiration Date) shall be communicated by written
Notice of Termination to the other. As used herein, the term "Notice of
Termination" shall mean a notice which indicates the specific termination
provision in this Agreement relied upon and sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated. After receipt of a
Notice of Termination, the Executive shall continue to be available to the
Company on a part-time basis at reasonable and customary hourly rates to assist
in the necessary transition.

         As used herein, the term "Termination Date" shall mean, (i) in the case
of Death, the date of the Executive's death, (ii) in the case of expiration of
the term hereof, the Expiration Date, or (iii) in all other cases, the date
specified in the Notice of Termination.

Upon involuntary termination of this agreement, unless involuntary termination
was by cause for prohibited or competitive activities as defined in this
agreement, Executive shall receive for excluding the possibility of long term
bonus incentives a severance package to include:

         a.   The remainder of the employment contract annual salary paid
              monthly
         b.   One year look forward vesting privileges on all incentives.
         c.   300,000 options to purchase the Company common stock at the
              average of the first six months closing trade price following the
              start of trading following the reversal.

In addition, as a part of the overall incentive package the company will be
given a one time option to renew the contract of Executive for an additional one
year at the end of the second year under the terms of this contract. If for any
reason the contract is not renewed at the election of the company then Executive
will be given one additional year of vesting rights on all incentive options.
This would protect Executive if for some reason Executive is not still under
contract but the company is still continuing to grow and the incentive
milestones are being met.

6. Employee Covenants.

         Lock-up Period. Executive agrees that he will not sell or otherwise
transfer or dispose of any shares of the Company's common stock that he owns or
is entitled to receive following the conversion of any shares granted hereunder
or other convertible securities that he may receive following the Commencement
Date until August 1, 2006 unless agreed to by the Company in writing.

         TRADE SECRETS AND PROPRIETARY INFORMATION. The Executive agrees and
understands that due to the Executive's position with the Company, the Executive
will be exposed to, and has received and will receive, confidential and
proprietary information of the Company or relating to the Company's business or
affairs collectively, the "Trade Secrets"), including but not limited to
technical information, product information and formulae, processes, business and
marketing plans, strategies, customer information, other information concerning
the Company's products, promotions, development, financing, expansion plans,


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business policies and practices and other forms of information considered by the
Company to be proprietary and confidential and in the nature of trade secrets.
Trade Secrets shall not include any such information which (A) was known to the
Executive prior to his employment by the Company or (B) was or becomes generally
available to the public other than as a result of a disclosure by the Executive
in violation of the provisions of this Section. Except to the extent that the
proper performance of the Executive's duties, services and responsibilities
hereunder may require disclosure, the Executive agrees that during the
Employment Term and at all times thereafter the Executive will keep such Trade
Secrets confidential and will not disclose such information, either directly or
indirectly, to any third person or entity without the prior written consent of
the Company. This confidentiality covenant has no temporal, geographical or
territorial restriction. On the Termination Date unless the Executive remains as
an employee of the Company thereafter in which case, on the date which the
Executive is no longer an employee of the Company), the Executive will promptly
supply to the Company all property, keys, notes, memoranda, writings, lists,
files, reports, customer lists, correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data, formulae or any other tangible product or
document which has been produced by, received by or otherwise submitted to and
retained by the Executive in the course of his employment with the Company. Any
material breach of the terms of this paragraph shall be considered Cause.

         PROHIBITED AND COMPETITIVE ACTIVITIES. The Executive and the Company
recognize that due to the nature of the Executive's engagement hereunder and the
relationship of the Executive to the Company, the Executive has had and will
have access to, has had and will acquire, and has assisted and may continue to
assist in, developing confidential and proprietary information relating to the
business and operations of the Company and its affiliates, including, without
limitation, Trade Secrets. The Executive acknowledges that such information has
been and will be of central importance to the business of the Company and its
affiliates and that disclosure of it to, or its use by, others (including,
without limitation, the Executive (other than with respect to the Company's
business and affairs)) could cause substantial loss to the Company.

         The Executive and the Company also recognize that an important part of
the Executive's duties will be to develop good will for the Company and its
affiliates through the Executive's personal contact with Clients (as defined
below), employees, and others having business relationships with the Company,
and that there is a danger that this good will, a proprietary asset of the
Company, may follow the Executive if and when the Executive's relationship with
the Company is terminated. The Executive accordingly agrees as follows:

         (i) Prohibited Activities. The Executive agrees that the Executive will
not at any time during the Employment Term: (A) (other than in the course of the
Executive's employment) disclose or furnish to any other person or, directly or
indirectly, use for the Executive's own account or the account of any other
person, any Trade Secrets, no matter from where or in what manner he may have
acquired such Trade Secrets, and the Executive shall retain all such Trade
Secrets in trust for the benefit of the Company, its affiliates and the
successors and assigns of any of them, (B) directly or through one or more
intermediaries, solicit for employment or recommend to any subsequent employer
of the Executive the solicitation for employment of, any person who, at the time
of such solicitation, is employed by the Company or any affiliate, (C) directly
or indirectly, whether for the Executive's own account or for the account of any
other person, solicit, divert, or endeavor to entice away from the Company or
any entity controlled by the Company, or otherwise engage in any activity
intended to terminate, disrupt, or interfere with, the Company's or any of its
affiliates' relationships with, Clients, or otherwise adversely affect the
Company's or any of its affiliates' relationships with Clients or other business
relationships of the Company or any affiliate thereof, or (D) publish or make
any statement critical of the Company or any shareholder or affiliate of the
Company or in any way adversely affect or otherwise malign the business or
reputation of any of the foregoing persons (any activity described in clause
(A), (B), (C) or (D) of this Section being referred to as a Prohibited
Activity"); provided, however, that if in the written opinion of Counsel, the
Executive is legally compelled to disclose Trade Secrets to any tribunal or else
stand liable for contempt or suffer other similar censure or penalty, then the
disclosure to such tribunal of only those Trade Secrets which such counsel
advises in writing are legally required to be disclosed shall not constitute a


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Prohibited Activity provided that the Executive shall give the Company as much
advance notice of such disclosure as is reasonably practicable. As used herein,
the term "Clients" shall mean those persons who, at any time during the
Executive's course of employment with the Company (including, without
limitation, prior to the date of this Agreement) are or were clients or
customers of the Company or any affiliate thereof or any predecessor of any of
the foregoing.

         (ii) Non-Competition. By and in consideration of the Company's entering
into this Agreement, the Executive agrees that the Executive will not, during
the Employment Term, engage in any Competitive Activity. The term "Competitive
Activity" means engaging in any of the following activities: (A) serving as a
director of any Competitor (as defined below), (B) directly or indirectly
through one or more intermediaries, either (X) controlling any Competitor or (Y)
owning any equity or debt interests in any Competitor (other than equity or debt
interests which are publicly traded and, at the time of any acquisition thereof
by the Executive, do not in the aggregate exceed 5% of the particular class of
interests of such Competitor then outstanding) (it being understood that, if
interests in any Competitor are owned by an investment vehicle or other entity
in which the Executive owns an equity interest, a portion of the interests in
such Competitor owned by such entity shall be attributed to the Executive, such
portion determined by applying the percentage of the equity interest in such
entity owned by the Executive to the interests in such Competitor owned by such
entity), (C) employment by (including serving as an officer, director or partner
of), providing consulting services to (including, without limitation, as an
independent contractor), or managing or operating the business or affairs of,
any Competitor or (D) participating in the ownership, management, operation or
control of or being connected in any manner with any Competitor. The term
"Competitor" as used herein (i) during the Employment Term, means any person
(other than the Company or any of their respective affiliates) that competes,
either directly or indirectly with any of the business offerings conducted
through the termination date of the Employee's employment by the Company or any
affiliate.

7. Remedies. The Executive agrees that any breach of the terms of this Section
would result in irreparable injury and damage to the Company for which the
Company would have no adequate remedy at law. The Executive therefore agrees
that in the event of said breach or any threat of breach, the Company shall be
entitled to an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Executive and/or any and
all persons and/or entities acting for and/or with the Executive, without having
to prove damages. The terms of this paragraph shall not prevent the Company from
pursuing any other available remedies to which the Company may be entitled at
law or in equity for any breach or threatened breach hereof, including but not
limited to the recovery of damages from the Executive. the provisions of this
Section 8 shall survive any termination of this Agreement. The existence of any
claim or cause of action by the Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of the covenants and agreements of this Section.

8. Proprietary Information and Inventions.
The Executive agrees that any and all inventions, discoveries, improvements,
processes, formulae, business application software, patents, copyrights and
trademarks made, developed, discovered or acquired by him prior to and during
the Employment Term, solely or jointly with others or otherwise, which relate to
the business of the Company, collectively, the "Inventions"), shall be fully and
promptly disclosed to the Board of Directors and to such person or persons as
the Board of Directors shall direct and the Executive irrevocably assigns to the
Company all of the Executive's right, title and interest in and to all
Inventions of the Company and all such Inventions shall be the sole and absolute
property of the Company and the Company shall be the sole and absolute owner
thereof. The Executive agrees that he will at all times keep all Inventions
secret from everyone except the Company and such persons as the Board of
Directors may from time to time direct. The Executive shall, as requested by the
Company at any time and from time to time, whether prior to or during the
Employment Term, execute and deliver to the Company any instruments deemed
necessary by the Company to effect disclosure and assignment of the Inventions
to the Company or its designees and any patent applications (United States or
foreign) and renewals with respect thereto, including any other instruments
deemed necessary by the Company for the prosecution of patent applications, the
acquisition of letters patent and/or the acquisition of patents or copyrights in
any and all countries and to vest title thereto in the Company or its nominee.


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9. Representations and Warranties of the Executive. The Executive represents and
warrants to the Company that:

         (i)   The Executive's employment by the Company as contemplated will
               not conflict with, and will not be constrained by, any prior or
               current employment, consulting agreement or relationship, whether
               written or oral; and


         (ii)  The Executive does not possess confidential information arising
               out of any employment, consulting agreement or relationship with
               any person or entity other than the Company, which could be
               utilized in connection with the Executive's employment by the
               Company.

         (iii) The Executive participates in outside businesses not related to
               the Company, and may have obligations to serve on the Board of
               Directors of other entities. The Executive may participate and
               have ownership in business outside the Company and the work
               product of such participation in outside businesses does not
               constitute a violation this agreement.

10. Binding Effect or Assignment. This Agreement shall inure to the benefit of
and be binding upon the parties and their respective heirs, executors,
representatives, states, successors and assigns, including any successor or
assign to all or substantially all of the business and/or assets of the Company,
whether direct or indirect, by purchase, merger, consolidation, acquisition of
stock, or otherwise; provided, however, that the Executive, or any beneficiary
or legal representative of the Executive, shall not assign all or any portion of
the Executive's rights or obligations under this Agreement without the prior
written consent of the Company.

11. Notices. All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made as of
the date delivered, mailed or transmitted, and shall be effective upon receipt.

12. Amendment and Modification. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by each of the Executive and the Company. No such waiver
or discharge by either party hereto at any time or any waiver or discharge of
any breach by the other party hereto of, or compliance with, any condition or
provision of this agreement to be performed by such other party, shall be deemed
a waiver or discharge of similar or dissimilar provisions or conditions, or a
waiver or discharge of any breach of any provisions, at the same or at any prior
or subsequent time.

13. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of Texas without giving effect to the
conflict of law principles of that state.

14. Severability. In the event that any one or more of the provisions of this
Agreement shall be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
portion of this Agreement, and this Agreement shall be construed as if such
provision had never been contained herein.

15. Withholding Taxes. Notwithstanding anything contained herein to the
contrary, all payments required to be made hereunder by the Company to the
Executive, or his estate or beneficiaries, shall be subject to the withholding
of such amounts as the Company may reasonably determine it should withhold
pursuant to any applicable federal, state or local law or regulation.


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16. Arbitration of Disputes. The parties hereto mutually consent to the
resolution by arbitration of all claims and controversies arising out of or
relating to this Agreement. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively in the manner set
forth in this Section 16. If the Company and the Executive disagrees on any
matter arising under or in connection with this Agreement, either party shall
have the right to deliver to the other party a written request (a "Consent
Request") that the other party consent to the position of the requesting party
with respect to the matter in question. The parties shall negotiate in good
faith to resolve the matters set forth in the Consent Request. If the parties
are unable to agree on a matter set forth in a Consent Request within thirty
(30) days following delivery thereof, then the parties shall elect one
arbitrator, who shall be knowledgeable in the high technology industry. If the
parties fail to agree upon an arbitrator within thirty (30) days either party
may request the Office of the president of the American Arbitrator Association
to do so. Each party shall then submit its or his position in writing to the
arbitrator within thirty (30) days of the arbitrator's selection. After
receiving the written positions of the parties, and after a hearing, if the
arbitrators deem a hearing to be necessary, the arbitrator shall and must select
the position offered by one of the parties. Such arbitration procedure shall be
commenced immediately upon selection of the arbitrator and shall be completed
within ninety (90) days. The decision of the arbitrator shall be final and
binding on the parties. Notwithstanding any other provision of this Agreement,
if any termination of this Agreement becomes subject to arbitration, the Company
shall not be required to pay any amounts to the Executive (except those amounts
required by law) until completion of the arbitration and the rendering of the
arbitrator's decision. The amounts, if any, determined by the arbitrator to be
owed by the Company to the Executive shall be paid within the five (5) days
after the decision by the arbitrator is rendered. All matters approved pursuant
to this Section 16 shall be deemed conclusively to have been approved or agreed
upon by the parties for all purposes of the Agreement. Judgment may be entered
on the Arbitrator's award in any court having jurisdiction. The costs and
expenses of such arbitration shall be borne in accordance with the determination
of the arbitrator. All benefits including salary and other compensation will be
in full effect during the duration of the arbitration if the disagreement occurs
during the term of this contract. Failure on behalf of the Company to continue
compensation will result in an automatic breach of this agreement and all
compensation earn and unearned will become immediately due to the employee.

17. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

18. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes any and all prior agreements, written or oral,
understandings and arrangements, either oral or written, between the parties
with respect to the subject matter, and shall, as of the date hereof, constitute
the only employment agreement between the parties.

19. Further Assurances. Each party shall do and perform, or cause to be done and
performed, all further acts and things and shall execute and deliver all other
agreements, certificates, instruments, and documents as any other party
reasonably may request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated.

20. Construction. The headings in this Agreement are for reference purposes only
and shall not limit or otherwise affect the meaning or interpretation of this
Agreement.

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         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
         executed as of the date first above written.

ERF Wireless, Inc.


By: /s/ Dr. H. Dean Cubley
    -------------------------------------
Name:  Dr. H. Dean Cubley
Title: Chairman of the Board of Directors


"Executive"


By: /s/ R. Greg Smith
    -------------------------------------
Mr. R. Greg Smith


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