USURF AMERICA INC
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<p style="text-align: center">____________________</p>
<p style="text-align: center">EXHIBIT 10.3</p>
<p style="text-align: center">____________________</p>
<br>
<br>
<p style="text-align: center">EMPLOYMENT AGREEMENT</p>
<br>
<p>THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between USURF
America, Inc., a duly organized Nevada corporation (&#8220;Employer&#8221;), and Douglas O. McKinnon, a
resident of the State of Colorado (&#8220;Employee&#8221;).</p>
<p>W I T N E S S E T H:</p>
<p>WHEREAS, Employer is in need of persons with experience at the executive level in developing
the business operations of start-up companies, such as Employer;</p>
<p>WHEREAS, Employee has a substantial amount of the executive experience needed by
Employer; and</p>
<p>WHEREAS, Employee is willing to be employed by Employer, and Employer is willing to
employ Employee, on the terms, covenants and conditions hereinafter set forth; and</p>
<p>WHEREAS, Employer and its affiliates have accumulated valuable and confidential information,
including, without limitation, trade secrets and know-how relating to technology, equipment,
marketing plans, acquisition plans, sources of supply, business strategies and other business
records; and</p>
<p>WHEREAS, the giving of the covenants contained herein is a condition precedent to the
employment of Employee by Employer and Employee acknowledges that the execution of this
Agreement and the entering into of these covenants is an express condition of his employment by
Employer and that said covenants are given in consideration for such employment and the other
benefits conferred upon him by this Agreement; and</p>
<p>NOW, THEREFORE, in consideration of such employment and other valuable consideration, the
receipt and adequacy of which is hereby acknowledged, Employer and Employee hereby agree as
follows:</p>
<p>SECTION I.  EMPLOYMENT OF EMPLOYEE</p>
<p>&#160;Employer hereby employs, engages and hires Employee as President and Chief Executive
Officer of Employer, and Employee hereby accepts and agrees to such hiring, engagement and
employment, subject to the general supervision and pursuant to the orders, advice and direction
of the Board of Directors of Employer. Employee shall perform duties as are customarily
performed by one holding such position in other, same or similar businesses or enterprises as that
engaged in by Employer, and shall also additionally render such other and unrelated services and
duties as may be assigned to him from time to time by Employer.</p>
<p>&#160;Employee shall devote  all necessary efforts to the performance of his duties as President and
Chief Executive Officer of Employer.</p>
<p>SECTION II.  EMPLOYEE&#8217;S PERFORMANCE</p>
<p>&#160;Employee hereby agrees that he will, at all times, faithfully, industriously and to the best of his
ability, experience and talents, perform all of the duties that may be required of and from him
pursuant to the express and implicit terms hereof, to the reasonable satisfaction of Employer.</p>
<p>SECTION III.  COMPENSATION OF EMPLOYEE</p>
<p>&#160;Employer shall pay Employee, and Employee shall accept from Employer, in full payment for
Employee's services hereunder, compensation as follows:</p>
<p>&#160;A. Bonus.  In consideration of Employee&#8217;s executing this Employment Agreement, Employer
shall issue to Employee, as a bonus, 3,000,000 shares of its $.0001 par value common stock.  It is
agreed by Employer and Employee that such bonus shares shall be valued at the closing price for
Employer&#8217;s common stock, as reported by the American Stock Exchange, on the day
immediately preceding the date as of which this Employment Agreement is executed.</p>
<p>&#160;B. Salary.  Employee shall be paid as and for a salary the sum of $180,000 per year, which salary
shall be payable in equal installments on the 1st and 15th days of each calendar month, in arrears,
subject to deduction of all lawful and required withholding.</p>
<p>&#160;C. Insurance and Other Benefits.  As further consideration for the covenants contained herein,
Employer will provide Employee with such insurance, welfare, sick leave and other benefits as
may be established by Employer from time to time with respect to its employees in accordance
with Employer&#8217;s established procedures.  Employee shall be entitled to Directors&#8217; and Officers&#8217;
indemnification insurance coverage to the same extent as is provided to other persons employed
as officers of Employer.</p>
<p>&#160;D. Other Compensation Plans.  Employee shall be entitled to participate, to the same extent as is
provided to other persons employed by Employer, in any future stock bonus plan, stock option
plan or employee stock ownership plan of Employer.</p>
<p>&#160;E. Expenses.  It is acknowledged that, during the term of employment, Employee will be
required to incur ordinary and necessary business expenses on behalf of Employer in connection
with the performance of his duties hereunder.  Employer shall reimburse Employee promptly the
amount of all such expenses upon presentation of itemized vouchers or other evidence of those
expenditures.  Any single expense item in excess of $1,000.00 shall be approved by Employer
prior to the incurrence of such expense.</p>
<p>&#160;F. Vacations.  Employee shall be entitled to three (3) weeks paid vacation each year for the term
of this Agreement.  Such vacations shall be taken at such times as Employer designates as to
time-of-year.  Vacation time can be accumulated year-to-year up to three years maximum.</p>
<p>SECTION IV.  COMPANY POLICIES</p>
<p>&#160;Employee agrees to abide by the policies, rules, regulations or usages applicable to Employee as
established by Employer from time to time and provided to Employee in writing.</p>
<p>SECTION V.  CONFIDENTIALITY AGREEMENT; NON-COMPETITION AGREEMENT</p>
<p>&#160;A. In consideration of Employer&#8217;s executing this Agreement, Employee shall have executed,
prior to the execution of this Agreement, a Confidentiality Agreement (the &#8220;Confidentiality
Agreement&#8221;), in the form attached hereto as Exhibit &#8220;A&#8221;.</p>
<p>&#160;B.In consideration of Employer&#8217;s executing this Agreement, Employee agrees, effective as of the
date hereof, to sign and be bound by the obligations of an Agreement Not to Compete (the &#8220;Non-Competition Agreement&#8221;), in the form attached hereto as Exhibit &#8220;B&#8221;.</p>
<p>&#160;C.The obligations under the Confidentiality Agreement and the Non-Competition Agreement
shall survive the termination of this Agreement.</p>
<p>SECTION VI.  TERM AND TERMINATION</p>
<p>&#160;A. Term.  The term of this Agreement shall be a period of three years, commencing on the date
hereof.  At the expiration date, this Agreement shall be renewed for additional one-year periods,
provided neither party hereto submits a written notice of termination within sixty (60) days prior
to the termination of either the initial term hereof or any renewal term.</p>
<p>&#160;B.Termination.  Employer agrees not to terminate this Agreement except for "just cause", and
agrees to give Employee written notice of its belief that acts or events constituting "just cause"
exist.  Employee has the right to cure, within thirty (30) days of Employer's giving of such notice,
the acts, events or conditions which led to Employer's notice.  For purposes of this Agreement,
"just cause" shall mean (1) the willful failure or refusal of Employee to implement or follow the
written policies or directions of Employer's Board of Directors, provided that Employee's failure
or refusal is not based upon Employee's belief in good faith, as expressed to Employer in writing,
that the implementation thereof would be unlawful; (2) conduct which is inconsistent with
Employee's position with Employer and which results in a material adverse effect (financial or
otherwise) or misappropriation of assets of Employer; (3) conduct which violates the provisions
contained in the Confidentiality Agreement or the Non-Competition Agreement; (4) the
intentional causing of material damage to Employer's physical property; and (5) any act involving
personal dishonesty or criminal conduct against Employer.</p>
<p>Although Employer retains the right to terminate Employee for any reason not specified above,
Employer agrees that if it discharges Employee for any reason other than just cause, as is solely
defined above, Employee will be entitled to full compensation, including participation in all
benefit programs, for one year or the remainder of the current term, original or renewal, as the
case may be, of employment, whichever is more.</p>
<p>Notwithstanding the provisions of paragraph C below, if Employee should cease his employment
hereunder voluntarily for any reason, or is terminated for just cause, all compensation and
benefits payable to Employee shall thereupon, without any further writing or act, cease, lapse and
be terminated.  However, all defined compensation, benefits and reimbursements which accrued
prior to Employee's ceasing employment or termination, will become immediately due and
payable and shall be payable to Employee&#8217;s estate should his employment cease due to death.</p>
<p>Notwithstanding the provisions of paragraph C below, should Employee voluntarily cease his
employment, Employee retains the right to participate for the period of this Agreement in
Employee's medical insurance plan and will be responsible for 100% of the cost of participation.</p>
<p>&#160;C. Employee&#8217;s Right to Terminate.</p>
<p>&#160;&#160;(1) Change in Control of Employer.  If, at any time during the term of this Agreement, including
any renewal term, Employer (a) shall issue an amount of stock, in a single transaction or a related
series of transactions, in excess of 50% of the then-outstanding common stock of Employer, as
measured after the completion of such transaction, (b) sell all or substantially of its assets, or (c)
have in excess of 50% of its stock purchased by a single buyer or group of buyers, then Employee
may, in his sole discretion, terminate his employment hereunder and Employer shall be liable to
Employee for all compensation remaining to be paid to Employee during the then-current term
hereof, plus an additional one year period.  In this regard, Employer shall be permitted to make
the required payments to Employee on the terms established in Section III hereof.</p>
<p>&#160;&#160;(2) Termination for Cause.  If, at any time during the term of this Agreement, including any
renewal term, Employer should change the responsibilities of Employee hereunder, then
Employee may, in his sole discretion, terminate his employment hereunder and Employer shall
be liable to Employee for all compensation remaining to be paid to Employee during the then-current term hereof, plus an additional one year period.  In this regard, Employer shall be
permitted to make the required payments to Employee on the terms established in Section III
hereof.</p>
<p>SECTION VII.  COMPLETE AGREEMENT</p>
<p>&#160;This Agreement contains the complete agreement concerning the employment arrangement
between the parties hereto and shall, as of the effective date hereof, supersede all other
agreements between the parties.  The parties hereto stipulate that neither of them has made any
representation with respect to the subject matter of this Agreement or any representations
including the execution and delivery hereof, except such representations as are specifically set
forth herein and each of the parties hereto acknowledges that he or it has relied on his or its own
judgment in entering into this Agreement.  The parties hereto further acknowledge that any
payments or representations that may have heretofore been made by either of them to the other
are of no effect and that neither of them has relied thereon in connection with his or its dealings
with the other.</p>
<p>SECTION VIII.  WAIVER; MODIFICATION</p>
<p>&#160;The waiver by either party of a breach or violation of any provision of this Agreement shall not
operate as, or be construed to be, a waiver of any subsequent breach hereof.  No waiver or
modification of this Agreement or of any covenant, condition or limitation herein contained shall
be valid unless in writing and duly executed by the party to be charged therewith and no evidence
of any waiver or modification shall be offered or received in evidence of any proceeding or
litigation between the parties hereto arising out of, or affecting, this Agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in writing, duly
executed as aforesaid, and the parties further agree that the provisions of this Section IX may not
be waived except as herein set forth.</p>
<p>SECTION IX.  SEVERABILITY</p>
<p>&#160;All agreements and covenants contained herein are severable, and in the event any one of them,
with the exception of those contained in Sections I, III, IV and V hereof, shall be held to be
invalid in any proceeding or litigation between the parties, this Agreement shall be interpreted as
if such invalid agreements or covenants were not contained herein.</p>
<p>SECTION X.  NOTICES</p>
<p>&#160;Any and all notices will be sufficient if furnished in writing, sent by registered mail to his last
known residence, in case of Employee, or, in case of Employer, to its principal office address.</p>
<p>SECTION XI.  CORPORATE AUTHORITY OF EMPLOYER</p>
<p>&#160;The execution of this Agreement by Employer has been approved by the Executive Committee
of the Board of Directors of Employer.</p>
<p>SECTION XII.  REPRESENTATIONS OF EMPLOYEE</p>
<p>&#160;A. Employee hereby represents to Employer that he is under no legal disability with respect to
his entering into this Agreement.</p>
<p>&#160;B. Receipt of Disclosure.  Employee hereby represents and warrants that he has received and
reviewed (1) Employer&#8217;s Annual Report on Form 10-KSB/A for the year ended December 31,
2000, as filed with the SEC, (2) Employer&#8217;s Quarterly Reports on Form 10-QSB, as filed with
the SEC, (3) Employer&#8217;s Current Reports on Form 8-K, as amended and as filed with the SEC,
and (4) Employer&#8217;s Registration Statement on Form S-1, as filed with the SEC on February 15,
2002.  With respect to such information, Employee further represents and warrants that he has
had an opportunity to ask questions of, and to receive answers from, the officers of Employer.</p>
<p>&#160;C. Representations Relating to Employer Common Stock.  Employee represents and warrants to
Employer that the shares of Employer common stock being acquired pursuant to this
Employment Agreement are being acquired for his own account and for investment and not with
a view to the public resale or distribution of such shares and further acknowledges that the shares
being issued have not been registered under the Securities Act or any state securities law and are
&#8220;restricted securities&#8221;, as that term is defined in Rule 144 promulgated by the SEC, and must be
held indefinitely, unless they are subsequently registered or an exemption from such registration
is available.</p>
<p>&#160;D. Consent to Legend.  Employee consents to the placement of a legend restricting future
transfer on the share certificates representing the Employer common stock delivered hereunder,
which legend shall be in the following, or similar, form:</p>
<p>&#8220;THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN
RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION
4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED.  THE STOCK MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT
FROM SUCH REGISTRATION.&#8221;</p>
<p>SECTION XIII.  COUNTERPARTS</p>
<p>&#160;This Agreement may be executed in duplicate counterparts, each of which shall be deemed an
original and, together, shall constitute one and the same agreement, with one counterpart being
delivered to each party hereto.</p>
<p>SECTION XIV.  BENEFIT</p>
<p>&#160;The provisions of this Agreement shall extend to the successors, surviving corporations and
assigns of Employer and to any purchaser of substantially all of the assets and business of
Employer.  The term "Employer" shall be deemed to include Employer, any joint venture,
partnership, limited liability company, corporation or other juridical entity, in which Employer
shall have an interest, financial or otherwise.</p>
<p>SECTION XV.  ARBITRATION</p>
<p>&#160;The parties agree that any dispute arising between them related to this Agreement or the
performance hereof shall be submitted for resolution to the American Arbitration Association for
arbitration in the Denver, Colorado, office of the Association under the then-current rules of
arbitration.  The Arbitrator or Arbitrators shall have the authority to award to the prevailing party
its reasonable costs and attorneys fees.  Any award of the Arbitrators may be entered as a
judgment in any court competent jurisdiction.</p>
<p>&#160;Notwithstanding the provisions contained in the foregoing paragraph, the parties hereto agree
that Employer may, at its election and without delivering the notice to Employee required in
Section VI(B) hereof, seek injunctive or other equitable relief from a court of competent
jurisdiction for a violation or violations by Employee of the Confidentiality Agreement or the
Non-Competition Agreement.</p>
<p>SECTION XVI.  LEGAL REPRESENTATION</p>
<p>&#160;Employer and Employee both acknowledge that each has utilized separate legal counsel with
respect to this Agreement.  Specifically, Employee acknowledges that the law firm of Newlan &amp;
Newlan has drafted this Agreement on behalf of Employer.  EMPLOYEE IS ADMONISHED
TO SEEK HIS OWN LEGAL COUNSEL.</p>
<p>SECTION XVII.  GOVERNING LAW</p>
<p>&#160;It is the intention of the parties hereto that this Agreement and the performance hereunder and all
suits and special proceedings hereunder be construed in accordance with and under and pursuant
to the laws of the State of Colorado, and that, in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason of this
Agreement, the laws of the State of Colorado shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to the jurisdiction in which any such
action or special proceeding may be instituted.</p>
<p>&#160;IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 15th day of
April, 2002.</p>
<p>USURF AMERICA , INC.</p>
<br>
<p>By: /s/ DAVID M. LOFLIN</p>
<p>David M. Loflin</p>
<p>President</p>
<br>
<br>
<p>/s/ DOUGLAS O. MCKINNON</p>
<p>Douglas O. McKinnon</p>
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