<PAGE>

                                  EXHIBIT 10.17

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
effective as of the _______ day of _________, 2005, by and between ERF
Enterprise Network Services, Inc., (the "Company"), ERF Wireless, Inc. (the
"Parent"), and John Adrain Burns (the "Executive").

         WHEREAS, the Company desires to retain the services of Executive as
Chief Executive Officer and Chairman of ERF Enterprise Network Services Inc. and
any successor corporation, and/or other duties as may be determined by the Board
of Directors of the Company and 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, for a term of 30 months from the effective date of this
Agreement; 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's Taylor Texas
Facility. Further, the Executive will punctually and faithfully perform and
observe any and all rules and regulations which the Company may now or shall
hereafter reasonably establish governing the Executive's conduct and the conduct
of the Company's business which 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. 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 may elect to receive any
portion of his salary in the form of company common stock or options valued at
the time that the compensation would have been paid had it been paid in cash.

         BENEFITS. In addition to the Salary, during the Employment Term, the
Executive shall be entitled to: all Company holidays, and paid vacation of (4)
four weeks per annum and other benefits 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 Board of Directors. 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

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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, upon notification of both the Company and Parent
by Executive of a vesting event, an incentive to maximize the potential of the
Company and Parent, in the form of non-qualified stock options (the "Stock
Options") to purchase common stock of the Parent Company. All options shall
contain a cashless conversion feature as well as standard anti-dilution
provisions. The Executive must provide proof to the Company and Parent that the
terms of the vesting have been met to activate the vesting of the incentive. The
Parent will issue the incentive within one week of receipt of such proof of
vesting as provided by the Executive in writing to the CEO of Company and CEO of
Parent. Any incentives not activated by Executive within one year of the vesting
event will lapse and cannot be activated. All payments of incentives by Parent
will become an expense to Company for accounting purposes. The terms relating to
these incentives are as follows:

         Each Stock Option incentive provides the Executive with the right to
         purchase one share of the Parent's common stock. The option price of
         the Parent's common stock will be at the average closing price per
         share of the Parent common stock for the five trading days just prior
         to the day this Employment Contract is signed. The Stock Options are
         non-transferable, qualify for vesting as set forth below, and expire at
         the close of business on July 30, 2008. All underlying shares of all
         options shall bear piggyback registration rights, after vesting, at the
         option of the Executive.

         Qualifications For Vesting. The Stock Options shall have the right to
         be activated for vesting by the Executive for all events meeting the
         qualifications for vesting requirements shown below after the
         Executive, Parent, and Company has entered into this Employment
         Contract as follows,

<TABLE>
<S>      <C>
         50,000 Options qualify when the annual revenue of the Company exceeds $3,000,000
         75,000 Options qualify when the annual revenue of the Company exceeds $6,000,000
         100,000 Options qualify when the annual revenue of the Company exceeds $12,000,000
         125,000 Options qualify when the annual revenue of the Company exceeds $20,000,000

         50,000 Options qualify when the adjusted annual EBIDTA of the Company exceeds $500,000
         75,000 Options qualify when the adjusted annual EBIDTA of the Company exceeds $1,000,000
         100,000 Options qualify when the adjusted annual EBIDTA of the Company exceeds $2,000,000
         125,000 Options qualify when the adjusted annual EBIDTA of the Company exceeds $3,000,000

         50,000 Options qualify when the adjusted annual EBIDTA of  Parent exceeds $1.00 positive
         75,000 Options qualify when the adjusted annual EBIDTA of  Parent exceeds $500,000
         100,000 Options qualify when the adjusted annual EBIDTA of  Parent exceeds $1,000,000
         125,000 Options qualify when the adjusted annual EBIDTA of  Parent exceeds $5,000,000
</TABLE>

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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) On the close of business thirty (30) months from the effective date
of this Agreement (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 (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 30 calendar days in any
twelve-month period by reason of illness or incapacity (whether physical or
otherwise) or (ii) the Company reasonably determines that 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 30 calendar days in
any twelve-month period during the Employment Term. The Executive agrees, in the
event of any dispute under this Paragraph, 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 Resignation Date specified in the
Notice of Resignation which the Executive shall have delivered to the Company to
resign from his employment ("Resignation");

         (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)
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) substance abuse by the Executive, (iv) the
failure or refusal of the Executive to follow one or more lawful and proper
directives of Board of Directors of the Company delivered to the Executive in
writing, or (v) willful malfeasance or gross misconduct by the Executive which
discredits or damages the Company; or (i) the breach of any Employee Covenants
as defined in this Agreement.

         Any purported termination by the Company or the resignation by the
Executive (other than a reason of Death or on the Expiration Date) shall be
communicated by written Notice of Termination (or Notice of Resignation) to the
other. As used herein, the term "Notice of Termination" shall means 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 Executive receives 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. The
term "Notice of Resignation" shall mean a notice which indicates the Executive's
voluntary resignation from his employment. After Company receives a Notice of
Resignation, 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.

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<PAGE>

         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. "Resignation Date" shall mean the date
specified in the Resignation Notice.

5.       RESULTS OF TERMINATION.

         a. TERMINATION UPON DEATH OR DISABILITY OF THE EXECUTIVE: If Executive
         dies or becomes disabled during the term of this Agreement, this
         Agreement shall immediately terminate and neither the Executive nor the
         Company shall have any further obligations hereunder, except that the
         Company shall continue to pay the Executive for any accrued unpaid
         salary, accrued benefits, or unreimbursed expenses owed to the
         Executive as of the Termination Date.

         b. RESIGNATION BY THE EXECUTIVE. The Executive may at any time resign
         from his employment by giving 60 days' prior written notice. This
         Agreement shall terminate on the date cited in the Notice of
         Resignation and neither the Executive nor the Company shall have any
         further obligations hereunder, except that employee is bound by the
         covenants described in paragraph 6 of this Agreement and that the
         Company shall continue to pay the Executive for any accrued unpaid
         salary, accrued benefits, or unreimbursed expenses owed to the
         Executive as of the effective Resignation Date. At its option, the
         Company shall have the right upon receipt of the 60 days' prior written
         Notice of Termination to pay the Executive two (2) months' compensation
         at his then applicable rate, together with any other accrued and unpaid
         amount, and request that the Executive depart the Company promptly in
         an orderly, professional manner.

         c. TERMINATION BY COMPANY FOR CAUSE: The Company shall have the right
         at any time to terminate the Executive's employment immediately for
         Cause, as defined herein. If the employment is so terminated, the
         Company will pay any accrued and unpaid amount then owing for salary,
         benefits or expenses, and shall have the right, upon such payment, to
         request that the Executive depart the Company promptly in an orderly,
         professional manner.

         TERMINATION BY COMPANY WITHOUT CAUSE. Upon termination of this
         Agreement by Company without Cause, Executive shall receive (i) one
         year salary paid monthly; (ii) a one year look forward vesting
         privileges on all incentives.

6. Employee Covenants.

         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,
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

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<PAGE>

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 goodwill 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
Prohibited Activity provided that the Executive shall give the Company as much


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<PAGE>

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 and for a period of one year afterward or at least three
years, whichever is longer, 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 7 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 time keep all Inventions secret from everyone except the Company
and such persons as the Board of Directors may from time to time direct. The


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<PAGE>

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.

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 does not participate in outside businesses
                  related to the Company, and has obligations to serve on the
                  Board of Directors of other entities.

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.


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<PAGE>

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.

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 disagree 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, or the Executive to the Company, 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. Failure 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 Executive.

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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<PAGE>

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


ERF Wireless, Inc.



By: _____________________________
Name:  Mr. R. Greg Smith
Title: Chief Executive Officer


"Executive"



By: _____________________________
Mr. John Adrian Burns


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