Consulting and Legal Services Agreement

CONSULTING AND LEGAL SERVICES AGREEMENT
This Agreement is made effective as of the 1st day of January, 2002, and
memorializes the oral agreement by and between Newlan & Newlan, Attorneys at
Law, a Texas general partnership consisting of L. A. Newlan, Jr. and Eric Newlan
("Consultant"), and USURF America, Inc., a Nevada corporation (the "Company").

WHEREAS, Consultant possesses experience in the field of international
and domestic financing, domestic and international taxation, Federal and
state securities laws, secondary securities trading, business acquisitions
and dispositions and matters of general and special law; and

WHEREAS, the Company is a publicly-held company required to file
periodic reports pursuant to the requirements of the Securities Exchange
Act of 1934; and

WHEREAS, the Company desires advice and guidance relating to the
areas of expertise of Consultant, as aforesaid; and

WHEREAS, the Company desires to hire Consultant and Consultant is
willing to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is

agreed:
1. The Company hereby engages Consultant to render advice and counsel

with respect to law, corporate organization, corporate finance, business
opportunities and taxation. Consultant hereby accepts such engagement
and agrees to render such advice throughout the term of this Agreement.
2. The services to be rendered by Consultant hereunder shall consist of

the following:
A. Giving advice and counsel on legal compliance by the

Company with all securities laws and regulations and
communications laws and regulations applicable to its business,
state, federal and foreign;

B. Giving advice and counsel on legality of corporate business

transactions, contracts, including drafting and, at the Company's
request, negotiation of contracts;
C. Giving advice and counsel on business strategies, corporate

finance, secondary trading in the Company's securities, advice
and, at the Company's request, assistance in negotiation and
evaluation of mergers, consolidations and acquisitions, spin-offs,
split-ups and other dispositions and re-capitalizations;
D. Giving advice and counsel on matters of income taxation,

domestic and international, and matters relating to import and
export laws and regulations; and
E. Giving advice and counsel in matters relating to protection and

preservation of assets of the Company, including, without
limitation, engaging in litigation in courts in which Consultant is,
or reasonably can be, admitted to practice, and supervising
litigation in places where Consultant is not so admitted and cannot
reasonably gain admission to practice.
3. The term of this Agreement shall commence on January 1, 2002, and

shall continue until June 30, 2002.
4. In consideration of the services to be performed by Consultant, the

Company has caused the issuance to Consultant of a total of 500,000
shares of the Company's $.0001 par value common stock, which shares
were valued on their respective dates of issuance, based on the closing
prices of the Company's common stock, as reported by the American
Stock Exchange, on such dates.

In addition to the fee payable hereunder, Consultant shall, from time to

time during the term of this Agreement, be reimbursed for costs paid and
incurred by Consultant on behalf of the Company for travel, per diem,
lodging, long distance communications, courier services, photocopying
and printing. Reimbursement is to be made on receipt of invoice by the
Company.
5. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant

to enable Consultant to perform its obligations hereunder.
B. The execution and performance of this Agreement by the

Company has been duly authorized by the Board of Directors of
the Company.
C. The performance by the Company of this Agreement will not

violate any applicable court decree, law or regulation, nor will it
violate any provisions of the organizational documents of the
Company or any contractual obligation by which the Company
may be bound.
D. The Company will make its best efforts to file timely all
periodic reports required to be filed by it, pursuant to the
provisions of the Securities Exchange Act of 1934, throughout the
term of this Agreement.
6. Until such time as the same may become publicly known, the parties
agree that any information provided to either of them by the other of a
confidential nature will not be revealed or disclosed to any person or
entity, except in the performance of this Agreement, and upon
completion of Consultant's services and upon the written request of the
Company, any original documentation provided by the Company will be
returned to it. Consultant will not directly or indirectly buy or sell the
securities of the Company at any time when it is privy to non-public
information.
7. All notices hereunder shall be in writing and addressed to the party at

the address herein set forth, or at such other address as to which notice
pursuant to this section may be given, and shall be given by personal
delivery, by certified mail (return receipt requested), Express Mail or by
national or international overnight courier. Notices will be deemed given
upon the earlier of actual receipt of three (3) business days after being
mailed or delivered to such courier service.
Notices shall be addressed to Consultant at:
Newlan & Newlan, Attorneys at Law
819 Office Park Circle
Lewisville, Texas 75057
and to the Company at:
USURF America, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
8. Consultant consents to the placement of the following legend, or a

legend similar thereto, on the certificates representing the shares of
Common Stock issued hereunder:
THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON

THE EXEMPTION FROM REGISTRATION AFFORDED BY
SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION TO THE
EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN
ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND
REGULATIONS.
9. Miscellaneous.
A. In the event of a dispute between the parties, both Consultant

and the Company agree to settle said dispute through the
American Arbitration Association (the "Association") at the
Association's Dallas, Texas, offices, in accordance with the then-
current rules of the Association; the award given by the arbitrators
shall be binding and a judgment can be obtained on any such
award in any court of competent jurisdiction. It is expressly
agreed that the arbitrators, as part of their award, can award
attorneys fees to the prevailing party.
B. This Agreement is not assignable in whole or in any part, and

shall be binding upon the parties, their heirs, representatives,
successors or assigns.
C. This Agreement may be executed in multiple counterparts

which shall be deemed an original. It shall not be necessary that
each party execute each counterpart, or that any one counterpart
be executed by more than one party, if each party executes at least
one counterpart.
D. This Agreement shall be governed by, and construed in

accordance with, the laws of the State of Texas.
USURF AMERICA, INC.

(a Nevada corporation)
By: /s/ David M. Loflin
David M. Loflin, President
NEWLAN & NEWLAN
(a Texas general partnership)
By: /s/ Eric Newlan
Eric Newlan, Partner

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CONSULTING AND LEGAL SERVICES AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants herein contained, it is

1. The Company hereby engages Consultant to render advice and counsel

2. The services to be rendered by Consultant hereunder shall consist of

A. Giving advice and counsel on legal compliance by the

B. Giving advice and counsel on legality of corporate business

C. Giving advice and counsel on business strategies, corporate

D. Giving advice and counsel on matters of income taxation,

E. Giving advice and counsel in matters relating to protection and

3. The term of this Agreement shall commence on January 1, 2002, and

4. In consideration of the services to be performed by Consultant, the

In addition to the fee payable hereunder, Consultant shall, from time to

5. The Company represents and warrants to Consultant that:

A. The Company will cooperate fully and timely with Consultant

B. The execution and performance of this Agreement by the

C. The performance by the Company of this Agreement will not

7. All notices hereunder shall be in writing and addressed to the party at

Notices shall be addressed to Consultant at:

Newlan & Newlan, Attorneys at Law

819 Office Park Circle

Lewisville, Texas 75057

and to the Company at:

USURF America, Inc.

8748 Quarters Lake Road

Baton Rouge, Louisiana 70809

8. Consultant consents to the placement of the following legend, or a

THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON

A. In the event of a dispute between the parties, both Consultant

B. This Agreement is not assignable in whole or in any part, and

C. This Agreement may be executed in multiple counterparts

D. This Agreement shall be governed by, and construed in

USURF AMERICA, INC.

By: /s/ David M. Loflin

David M. Loflin, President

NEWLAN & NEWLAN

(a Texas general partnership)

By: /s/ Eric Newlan

Eric Newlan, Partner

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