0001035398-02-000012 Sample Contracts

April 15, 2002 USURF America, Inc.
Usurf America Inc • April 16th, 2002 • Cable & other pay television services • Colorado
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April 15, 2002 Evergreen Venture Partners, LLC Castle Rock, CO 80104
Usurf America Inc • April 16th, 2002 • Cable & other pay television services • Colorado

This letter will confirm our agreement and understanding with respect to certain rights to register, under the Securities Act of 1933, as amended (the "Act"), and applicable state securities laws ("Blue Sky Laws"), the offer and sale of up to 9,375,000 shares (the "Subject Shares") of the $.0001 par value common stock of USURF America, Inc., a Nevada corporation (the "Company"), 6,250,000 of which shares underlie certain common stock purchase warrants (the "Warrants") of the Company, purchased by you. It is our understanding that:

EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2002 • Usurf America Inc • Cable & other pay television services • Colorado

THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between USURF America, Inc., a duly organized Nevada corporation (“Employer”), and Douglas O. McKinnon, a resident of the State of Colorado (“Employee”).

TERMINATION AGREEMENT
Termination Agreement • April 16th, 2002 • Usurf America Inc • Cable & other pay television services

This Termination Agreement is made and entered into as of the 15th day of April, 2002, by and between USURF America, Inc., a Nevada corporation ("Employer"), and Robert A. Hart IV ("Employee").

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF JAMES KAUFMAN
Employment Agreement • April 16th, 2002 • Usurf America Inc • Cable & other pay television services

This shall constitute Amendment No. 1 to that certain Employment Agreement (the "Employment Agreement"), dated March 22, 1999, by and between USURF America, Inc., a Nevada corporation ("Employer"), and James Kaufman ("Employee").

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF WADDELL D. LOFLIN
Employment Agreement • April 16th, 2002 • Usurf America Inc • Cable & other pay television services

This shall constitute Amendment No. 1 to that certain Employment Agreement (the "Employment Agreement"), dated June 1, 1999, by and between USURF America, Inc., a Nevada corporation ("Employer"), and Waddell D. Loflin ("Employee").

AGREEMENT NOT TO COMPETE
Usurf America Inc • April 16th, 2002 • Cable & other pay television services • Colorado

THIS AGREEMENT NOT TO COMPETE is entered into by and between USURF America, Inc., a Nevada corporation ("Employer"), and Douglas O. McKinnon ("Employee").

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF DAVID M. LOFLIN
Employment Agreement • April 16th, 2002 • Usurf America Inc • Cable & other pay television services

This shall constitute Amendment No. 1 to that certain Employment Agreement (the "Employment Agreement"), dated June 1, 1999, by and between USURF America, Inc., a Nevada corporation ("Employer"), and David M. Loflin ("Employee").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 16th, 2002 • Usurf America Inc • Cable & other pay television services

This Securities Purchase Agreement is entered into as of April 5, 2002, by and between USURF America, Inc., a Nevada corporation ("USURF"), and Evergreen Venture Partners, LLC ("Purchaser"), in light of the following facts:

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