ZKID NETWORK CO
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.0
<SEQUENCE>3
<FILENAME>zkid8k061704ex10.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>


Exhibit 10   Registration  Rights  Agreement  granted  to USURF  Communications,
             Inc., a Colorado corporation dated May 26, 2004


                          REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (the "Agreement") is entered into as of
May 26, 2004, by and between (the "Company"), and USURF Communications,  Inc., a
Colorado corporation ("USURF").

     WHEREAS,  in connection  with the issuance and sale of 4,000,000  shares of
the  Company's  common  stock (the  "Shares") to USURF,  the Company  desires to
provide USURF and the Holders (as defined  below) certain rights with respect to
the Shares as an inducement to USURF to purchase the Shares;

     NOW,  THEREFORE,  in consideration of the mutual agreements,  covenants and
conditions contained herein, the Company and USURF hereby agree as follows.

                                   Article X.
                            RESTRICTIONS ON TRANSFER

       10.1   Restrictive Legend.  Each certificate  representing (i) the Shares
and (ii) any other securities issued in respect of the Shares upon conversion of
the Shares  upon any stock  split,  stock  dividend,  recapitalization,  merger,
consolidation  or  similar  event,  shall  (unless  otherwise  permitted  by the
provisions of Section 1.2 below) be stamped or otherwise imprinted with a legend
in substantially the form specified in the Asset Purchase  Agreement between the
parties dated as of April 15, 2004.

     USURF agrees that the Company  shall make  notation on its records and give
appropriate  instructions  to any  transfer  agent  of the  Shares  in  order to
implement  the  restrictions  on transfer  established  in this  Section 1. Such
legend shall be removed by the Company from any certificate upon request at such
time as the Holder of the shares  represented by the  certificate  satisfies the
requirements  of Rule 144(k) under the  Securities  Act of 1933, as amended (the
"Act"),   provided   that  Rule  144(k)  as  then  in  effect  does  not  differ
substantially  from Rule  144(k) as in effect as of the date of this  Agreement,
and provided  further  that the Company has  received  from the Holder a written
representation  that (i) such Holder is not an  affiliate of the Company and has
not been an affiliate  during the preceding  three months,  (ii) such Holder has
beneficially  owned the shares represented by the certificate for a period of at
least two years, (iii) such Holder otherwise  satisfies the requirements of Rule
144(k) as then in effect with respect to such shares,  and (iv) such Holder will
submit the certificate for any such shares to the Company for  reapplication  of
the legend at such time as the holder  becomes an  affiliate  of the  Company or
otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

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       10.2   Notice of  Proposed  Transfers.  The  Holder  of each  certificate
representing  Registrable  Securities (as defined  below) by acceptance  thereof
agrees to comply in all respects with the  provisions of this Section 1.2. Prior
to any  proposed  sale,  assignment,  transfer  or  pledge  of  any  Registrable
Securities,  unless there is in effect a  registration  statement  under the Act
covering the proposed transfer,  the Holder thereof shall give written notice to
the Company of such holder's intention to effect such transfer, sale, assignment
or pledge.  Each such notice shall describe the manner and  circumstances of the
proposed transfer, sale, assignment or pledge in sufficient detail, and shall be
accompanied  at such Holder's  expense by either (i) a written  opinion of legal
counsel who shall, and whose legal opinion shall, be reasonably  satisfactory to
the Company  addressed to the Company,  to the effect that the proposed transfer
of the Registrable  Securities may be effected  without  registration  under the
Act, or (ii) a "no action"  letter from the SEC to the effect that the  transfer
of such securities  without  registration will not result in a recommendation by
the staff of the Securities and Exchange  Commission  (the "SEC") that action be
taken with respect thereto,  whereupon the holder of such Registrable Securities
shall be entitled to transfer such Registrable Securities in accordance with the
terms of the notice delivered by the Holder to the Company. The Company will not
require such a legal  opinion or "no action"  letter (a) in any  transaction  in
compliance  with Rule 144, or (b) in any transaction in which a Holder that is a
partnership,  limited liability company or corporation  distributes Shares after
six months after the purchase of such securities  hereunder  solely to partners,
members  or  shareholders  (as the case may be)  thereof  for no  consideration,
provided  that each  transferee  agrees in writing to be subject to the terms of
this  Section  1.2.  Each  certificate  evidencing  the  Registrable  Securities
transferred  as above  provided  shall  bear,  except if such  transfer  is made
pursuant to Rule 144, the  appropriate  restrictive  legend set forth in Section
1.1 above,  except that such certificate shall not bear such restrictive  legend
if in the opinion of counsel for such holder and the Company  such legend is not
required in order to establish compliance with any provisions of the Act.

                                   Article XI
                               REGISTRATION RIGHTS

     The Company  hereby grants to each of the Holders the  registration  rights
set forth in this  Section 2, with  respect to the  Registrable  Securities  (as
defined below) owned by such Holders. The Company and the Holders agree that the
registration rights provided herein set forth the sole and entire agreement, and
supersede any prior agreement,  between the Company and the Holders with respect
to registration rights for the Company's securities.

       11.1   Certain Definitions. As used in this Agreement:

              (a)    The terms "register," "registered" and "registration" refer
to a registration effected by filing with the SEC a registration  statement (the
"Registration  Statement")  in compliance  with the Act, and the  declaration or
ordering by the SEC of the effectiveness of such Registration Statement.

              (b)    The term  "Registrable  Securities"  means (i) the  Shares,
(ii) any  securities  of the  Company  issued or issuable as a dividend or other
distribution with respect to, or in exchange or in replacement of, the Shares or
any  other  Registrable  Securities;  provided,  however,  that  Shares or other
securities shall only be treated as Registrable Securities if and so long as (A)
they have not been sold to or  through  a broker or dealer or  underwriter  in a
public distribution or a public securities  transaction,  (B) they have not been
sold in a  transaction  exempt from the  registration  and  prospectus  delivery
requirements  of the  Act  under  Section  4(1)  thereof  so that  all  transfer
restrictions  and restrictive  legends with respect thereto are removed upon the
consummation of such sale, and (C) the registration  rights associated with such
securities have not been terminated pursuant to Section 2.15 hereof.


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              (c)    The term  "Holders"  means  USURF  and any  transferee  who
acquires  Registrable  Securities in  accordance  with Section 2.8 hereof for so
long as  USURF  or such  transferee,  as the  case  may  be,  holds  Registrable
Securities.

       11.2   Rule 144 Reporting. With a view to making available to the Holders
the  benefits of certain  rules and  regulations  of the SEC that may permit the
sale of the  Registrable  Securities  to the public  without  registration,  the
Company agrees to use its diligent efforts to:

              (a)    Make and keep current public  information  available within
the  meaning  of  Rule  144  under  the Act or any  similar  or  analogous  rule
promulgated under the Act;

              (b)    File with the SEC,  in a timely  manner,  all  reports  and
other documents required of the Company under the Act and 1934 Act; and

              (c)    So  long  as a  Holder  owns  any  Registrable  Securities,
furnish to such Holder forthwith upon request a written statement by the Company
as to its  compliance  with the  reporting  requirements  which are  relevant to
compliance  with Rule 144 (at any time  commencing  90 days after the  effective
date of the first  registration  filed by the  Company  for an  offering  of its
securities to the general  public),  the Act and the 1934 Act (at any time after
it has become subject to such reporting requirements); a copy of the most recent
annual or quarterly report of the Company;  and such other reports and documents
as a Holder may reasonably  request in availing itself of any rule or regulation
of the SEC allowing it to sell any such securities without registration.

       11.3   Amendment of Registration  Rights. Any provision of this Section 2
may be amended and the observance  thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively),  only with the
written  consent of the  Company  and the  Holders of at least a majority of the
Registrable  Securities then  outstanding  and not registered.  Any amendment or
waiver  effected in  accordance  with this  Section  shall be binding  upon each
Holder, each future Holder of Registrable Securities and the Company.

                                  Article XII.
                                  MISCELLANEOUS

       12.1   Governing Law. This Agreement  shall be governed by, and construed
and  interpreted in accordance with the laws of the State of Colorado as applied
to agreements among Delaware  residents made and to be performed entirely within
the State of Colorado.

       12.2   Successors  and Assigns.  Except as otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties hereto.

       12.3   Entire Agreement.  This Agreement  constitutes the full and entire
understanding  and  agreement  among the  parties  with  regard to the  subjects
hereof.  Nothing in this  Agreement,  express or implied,  is intended to confer
upon any party,  other than the parties hereto and their successors and assigns,
any rights,  remedies,  obligations  or  liabilities  under or by reason of this
Agreement, except as expressly provided herein.

       Notices, etc. All notices and other communications  required or permitted
hereunder  shall be in  writing  and  shall be  deemed  effectively  given  upon
personal delivery or upon confirmed delivery by facsimile or telecopy, or on the
fifth day (or the tenth day if to a party with an address  outside of the United

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States)  following  mailing by  registered  or certified  mail,  return  receipt
requested,  postage  prepaid,  addressed:  (a) if to a Holder,  at such Holder's
address as the Company  maintains for the Holder in its stock transfer  records,
or at such other  address as such Holder shall have  furnished to the Company in
writing, or (b) if to the Company, at 1954 1st Avenue, Suite 169, Highland Park,
Il 60035,  or at such other address as the Company  shall have  furnished to the
Holders in writing.

       12.4   Titles and Subtitles.  The titles of the sections and  subsections
of this  Agreement  are for  convenience  of  reference  only  and are not to be
considered in construing this Agreement.

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

     IN  WITNESS  WHEREOF,  this  Registration  Rights  Agreement  has been duly
executed and delivered by the parties as of the date first above written.


                                          ZKID NETWORK, INC.


                                          By:___________________________________

                                          Name:_________________________________

                                          Title:________________________________




                                          USURF COMMUNICATIONS, INC.


                                          By:___________________________________

                                          Name:_________________________________

                                          Title:________________________________







                                       22


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