EXHIBIT 2.1 AGREEMENT

EXHIBIT 2.1
AGREEMENT

THIS AGREEMENT (this "Agreement") is effective as of 5:00 p.m. central
time, August 2, 2001 (the "Effective Date") and is by and among AARO BROADBAND
WIRELESS COMMUNICATIONS, INC., a Nevada corporation ("Aaro"); XXXX XXXXX, an
individual ("Xxxxx"), XXXXX XXXXXX, an individual ("Xxxxxx"), XXXX X. XXXXX, an
individual ("Xxxxx"), XXXXXX XXXXXX, an individual ("Xxxxxx") (Stipe, Harper,
Dark, Xxxxx and Xxxxxx hereinafter sometimes referred to collectively as the
"Investor Group"); XXXXXX X. XXXXX, an individual ("Xxxxx"), XXXXXX X. XXXXXXX,
an individual ("Xxxxxxx"), J. XXXXXXX XXXXXX, an individual ("Xxxxxx"), XXXXXXX
X. XXXXXXXX, an individual ("Xxxxxxxx"), XXXXXX X. XXXXX, an individual
("Xxxxx"), XXXXXXX X. XXXXXXXX, an individual ("Xxxxxxxx"), XXXXXXX X.
XXXXXXXXXX, an individual ("Hecomovich"), and XXXXXX X. XXXXX ("Xxxxx").

WHEREAS, Aaro is a publicly traded Nevada corporation registered to do
business in Oklahoma with its principal office located in Oklahoma City,
Oklahoma; and

WHEREAS, the Investor group has agreed to provide financial and
managerial assistance to Aaro subject to certain terms and conditions set forth
herein;

NOW, THEREFORE, Aaro, Stipe, Harper, Owens, Rogers, Baker, Leighty,
Erhart, Canfield, Zabel, Stutsman, Hecomovich, and Xxxxx agree as follows:

1. Advancement of Funds by Investor Group for Convertible Debentures.

A. Infusion of Funds. Contingent upon the actions described in
Paragraphs 2, 3, 4(A), 4(b) and 5, the Investor Group will cause to be
transferred to Aaro, or a trust account held to be distributed as
directed by Aaro's Board of Directors, on the Effective Date One
Hundred Fifty Thousand and no/100 Dollars ($150,000.00).

B. Infusion of Additional Funds. Subsequent to the infusion of funds
described in Paragraph 1(A), above, the Investor group will utilize its
best efforts to transfer or cause to be transferred to Aaro, or into a
trust account held to be distributed as directed by Aaro's Board of
Directors, an additional Five Hundred Ninety Thousand and no/100
Dollars ($590,000.00), in one or more contributions, on or before the
31st day of October, 2001.

C. Distribution of Aaro Shares. In consideration for the advancement of
funds described in Paragraphs 1(A) and 1(B), above, the members of the
Investor Group shall receive in exchange, in one or more transactions,
debentures from Aaro (such debentures to be with face amounts equal to
the corresponding cash advance and to be allocated and issued among
members of the Investor Group or others as specified, in writing, by
the Investor Group to Aaro) in substantially the same form as attached
hereto as Exhibit "A" (hereinafter the "Debentures"), which such
Debenture shall be convertible into Aaro's $0.001 par value common
stock (hereinafter the "Shares") at a rate of ten (10) Share for each
One and no/100 Dollar ($1.00) invested and as further described in the
Debenture.

2. Surrender of Aaro Shares Forgiveness of Indebtedness. As consideration for
infusion of the monies described in Paragraph 1, above and the satisfaction of
the Conditions defined in Paragraph 6 below, on the Effective Date, Baker,
Leighty, Erhart, Canfield, Xxxxxxxx and Xxxxx will, at the Closing, cause to be
surrendered to Aaro a total of twelve million nine hundred sixty eight thousand
four hundred thirteen (12,968,413) shares of Aaro's $0.001 par value common
stock (hereinafter the "Shares"). It is specifically provided and disclosed
that, subsequent to the Closing, Baker, Leighty, Erhart, Canfield, Xxxxxxxx and
Xxxxx will retain the number of Shares as described adjacent to their names,
below, in order to recognized prior ownership and for forgiveness of certain
indebtedness owed by Aaro to Xxxxx, Xxxxxxx and Xxxxxx (as hereinbelow
described):

Amount of Shares
Amount of Retained for Debt Other Shares Totals Shares
Name Debt Forgiven Forgiveness Retained Retained
------------------- --------------- ----------------- --------------- ---------------

Xxxxxx X. Xxxxx $ 170,000.00 1,700,000 155,960 1,855,960

Xxxxxx X. Xxxxxxx $ 25,000.00 250,000 134,701 384,701

J. Xxxxxxx Xxxxxx $ 13,500.00 135,000 699,760 834,760

Xxxxxxx X. Xxxxxxxx -0- -0- 620,701 620,701

Xxxxxxx X. Xxxxxxxx -0- -0- 242,350 242,350

Xxxxxx X. Xxxxx $ -0- -0- 166,667 166,667
--------------- ----------------- --------------- ---------------

Totals $ 208,500.00 2,085,000 2,020,139 4,105,139

3. Resignation of Officers of Aaro. On or prior to the Effective Date, Baker,
Leighty, Erhart, Canfield, Xxxxxxxx and Xxxxx shall tender their written
resignations (or tender proof of their prior resignations, as the case may be)
as officers of Aaro provided, however, that Xxxxxx and Xxxxxxxx shall be
retained by Aaro as internal consultants for purposes of assisting in satisfying
the Conditions as described in Paragraph 6, below.

4. Modifications to and Proposed Actions by the Board of Directors.

A. Resignation and Appointment of Directors. It is specifically
provided and agreed that on or before the Effective Date, Baker,
Leighty, Xxxxxxxx and Xxxxx shall submit their resignation (or shall
tender proof of their prior resignation, as the case may be) as members
of the Board of Directors of Aaro. On the Effective Date, subsequent to
the resignation of the individuals described in the preceding sentence,
the remaining Directors shall consider and vote upon a Board
resolution(pursuant to Article III, Section 3 of Aaro's Bylaws) to add
the following named individuals to Aaro's Board of Directors:

Xxxxx Xxxxxxxx
Xxxx Xxxxx
Xxxxxx Xxxxxx

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B. Appointment of President & Chief Executive Officer. On the Effective
Date, and subsequent to the actions of the Board described in Paragraph
4(A), above, the Directors shall consider and vote upon a Board
resolution to appoint Xxxxx Xxxxxxxx as President and Chief Executive
Officer of Aaro.

C. Subsequent Resignation of Directors and Modification of Number of
Seats. Subsequent to the satisfaction of the Conditions described in
Paragraph 6, below, Xxxxxx and Xxxxxxxx shall tender their resignations
as members of the Board of Directors of Aaro and the remaining
Directors shall consider and vote upon a Board resolution (pursuant to
Article III, Section 2 of Aaro's Bylaws) reducing the number of seats
on Aaro's Board from ten (10) to seven (7).

5. Covenant Not to Compete. On or prior to the Effective Date, Baker, Leighty,
Erhart, Canfield, Xxxxxxxx and Xxxxx shall deliver to Aaro an executed Covenant
Not to Compete in a form substantially the same as attached hereto as Exhibit
"B."

6. Conditions to be Satisfied by Aaro. As consideration for the surrender of the
Shares by Baker, Leighty, Erhart, Canfield, Xxxxxxxx and Xxxxx, as described in
Paragraph 2, above, and as a condition precedent to the resignation of Xxxxxx
and Xxxxxxxx from Aaro's Board of Directors, as described in Paragraph 4(B),
above, Aaro's Board of Directors will cause Aaro to satisfy and complete the
following obligations (such obligations hereinafter collectively described as
the "Conditions"):

A. Payment of Outstanding Payroll Taxes. Aaro will pay all outstanding
federal and state payroll taxes, or will have made satisfactory
arrangements with the Internal Revenue Service for the pay-out of such
amounts within one hundred eighty (180) days of the Effective Date,
such outstanding amounts being as follows:

Federal Payroll Taxes Due $ 175,299.66
Oklahoma Payroll Taxes Due $ 35,031.00
--------------
Total Payroll Taxes Due $ 210,330.66

B. Payment of Outstanding Payroll. Pursuant to the schedule below, Aaro
will pay all payroll amounts due and owing to current and former
employee of Aaro, as follows:

Payment August 3, 2001 $ 49,375.20
Payment August 17, 2001 $ 51,214.20
Payment August 31, 2001 $ 17,937.00
Payment September 15, 2001 $ 33,640.08
Payment October 15, 2001 $ 20,668.80
October 31, 2001 $ 12,931.20
-----------
Total Payroll & Expenses Due Aaro Employees $185,766.48*

*Amount calculated net of federal and state withholding taxes

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C. Renewal or Acquisition of Directors, Officers and Corporate
Liability Insurance. On or before Xxxxxx 0, 0000, Xxxx shall renew the
current Directors, Officers and Corporate Liability Insurance Policy
issued by Xxxxxx Insurance Companies or obtain directors and officers
liability insurance with terms and coverage the same or better than
currently maintained by Aaro under said Xxxxxx policy provided
specifically, however, that such liability insurance coverage will
cover claims made against former officers and directors of Aaro.

D. Utilization of Xxxxxx & Xxxxxxxx. It is specifically provided and
understood that Aaro will retain the services of Xxxxxx and Xxxxxxxx
for the purpose of liquidating Aaro's non-essential and/or excess
equipment for the purpose of generating funds to assist Aaro in the
satisfaction of: (i) the past due federal and state payroll taxes (as
described in Paragraph 6(A) above); and (ii) the past due employee
payroll and expenses (as described in Paragraph 6(B), above). Xxxxxx
and Xxxxxxxx will utilize their best efforts to timely liquidate such
non-essential and/or excess equipment to generate funds for such
described purposes, but the Investor Group recognizes and acknowledges
that the no guarantee can be made as to the marketability or value of
such equipment or as to the timing of the receipt of the funds for such
liquidation and, therefore, no guarantee can be made that adequate
funds will be generated in amounts or in time to timely satisfy the
obligations of Aaro as set forth in Paragraphs 6 (A) and 6(B).

7. Additional Release of Debt. On the Effective Date, Xxxxx and Xxxxxx will
release and forgive certain debts including interest, as described below, owed
by Aaro to them in exchange for Shares of Aaro, as follows:

Amount of Number of Shares
Name Debt and Interest Forgiven to be Issued
-------------------------- ----------------

Xxxxx $ 33,518 335,180

Xxxxxx $ 33,518 335,180

8. General.

A. Notices. All notices required or permitted herein must be in writing
and shall be sufficient if delivered personally, faxed and confirmed or
mailed by certified or registered mail, return receipt requested,
postage and charges prepaid, if to Aaro at: 000 Xxxx Xxxxxx, Xxxxx
0000, Xxxxxxxx Xxxx, Xxxxxxxx 00000, Facsimile Number 405.415.2805; and
if to the other parties at the facsimile number or address, as
applicable, as each such party shall provide to Aaro, in writing, or to
such other facsimile number or address, as applicable, as any party
hereto may designate to the others from time to time for this purpose.
All notices shall be deemed received when delivered personally, when
faxed and confirmed or, if mailed, within three (3) days (excluding
Sundays and holidays and any other days on which mail is not delivered)
after being mailed.

B. Integrated Agreement. This Agreement and its attachment contains and
constitutes the entire agreement among the parties herein and
supersedes all prior agreements and understandings among the parties
hereto relating to the subject matter hereof and there are no

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agreements, understandings, restrictions, warranties or representations
among the parties relating to the subject matter hereof other than
those set forth herein. All exhibits attached hereto are hereby
incorporated herein and made a part of this Agreement. This instrument
is not intended to have any legal effect whatsoever, or to be a legally
binding agreement, or any evidence thereof, until it has been signed by
all parties hereto.

C. Construction. This Agreement shall be construed, enforced and
governed in accordance with the laws of the State of Oklahoma. All
pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine or neuter gender thereof or to the plurals of each,
as the identity of the person or persons or the context may require.
The descriptive headings contained in this Agreement are for reference
purposes only and are not intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provision
contained herein.

D. Invalidity. If any provision contained in this Agreement shall for
any reason be held to be invalid, illegal, void or unenforceable in any
respect, such provision shall be deemed modified so as to constitute a
provision conforming as nearly as possible to such invalid, illegal,
void or unenforceable provision while still remaining valid and
enforceable, and the remaining terms or provisions contained herein
shall not be affected thereby.

E. Binding Effect. This Agreement shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their or its
respective heirs, personal representatives, successors and assigns. The
rights of a party under this Agreement may not be assigned in whole or
in part to any third party without the express written consent of all
non-assigning parties hereto.

F. Litigation Expense. In any action brought by a party hereto to
enforce the obligations of any other party hereto, the prevailing party
shall be entitled to collect from the other parties to such action such
prevailing party's reasonable attorney fees, court costs and other
expenses incidental to such litigation.

G. Counterpart Execution. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument. For
purposes of this Agreement, facsimile signatures shall be deemed as
original signatures.

H. Amendment and Waiver. This Agreement may be amended at any time, but
only by an instrument in writing executed by all parties hereto. A
party hereto may waive any requirement to be performed by the other
parties, provided that such waiver shall be in writing and executed by
the party waiving the requirement.

I. Time of Essence. Time shall be of the essence with respect to the
performance by the parties hereto of their respective obligations
hereunder.

J. Authorization. Each party for itself, its, his or her heirs,
personal representatives, successors and assigns hereby represents and
warrants that they has the full capacity and authority to enter into,
execute, deliver and perform this Agreement, and that such execution,
delivery and performance does not violate any contractual or other
obligation by which it is bound.

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SIGNATURE PAGE TO AGREEMENT DATED AUGUST 2, 2001 BETWEEN AARO BROADBAND WIRELESS
COMMUNICATIONS, INC.; XXXX XXXXX; XXXXX XXXXXX; XXXX X. XXXXX; XXXXXX XXXXXX;
XXXXXX X. XXXXX; XXXXXX X. XXXXXXX; J. XXXXXXX XXXXXX; XXXXXXX X. XXXXXXXX;
XXXXXXX X. XXXXXXXX; XXXXXX X. XXXXX; XXXXXXX X. XXXXXXXXXX; AND XXXXXX X. XXXXX

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as on the Effective Date.

AARO BROADBAND WIRELESS
COMMUNICATIONS, INC.
a Nevada corporation

By: /s/ J.XXXXXXX XXXXXX
-----------------------------------------
Name: J. Xxxxxxx Xxxxxx
Title: President

/s/ XXXXXX X. XXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxx

/s/ XXXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxxx

/s/ J.XXXXXXX XXXXXX
--------------------------------------------
Name: J. Xxxxxxx Xxxxxx

/s/ XXXXXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx

/s/ XXXXXX X. XXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxx

/s/ XXXXXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx

/s/ XXXXXXX X. XXXXXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx

/s/ XXXXXX X. XXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxx

/s/ XXXX XXXXX
--------------------------------------------
Name: Xxxx Xxxxx

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/s/ XXXXX XXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxx

/s/ XXXX XXXXX
--------------------------------------------
Name: Xxxx Xxxxx

/s/ XXXXXX XXXXXX
--------------------------------------------
Name: Xxxxxx Xxxxxx

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EXHIBIT "A"
TO
AGREEMENT
WITH
EFFECTIVE DATE OF AUGUST 2, 2001

DEBENTURE

THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS (THE
"STATE ACTS"), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR
OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT
UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF ITS COUNSEL
AND/OR SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT ANY SUCH
TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

AARO BROADBAND WIRELESS COMMUNICATIONS, INC.
A Nevada Corporation

$ ______, 2001

AARO BROADBAND WIRELESS COMMUNICATIONS, INC., a Nevada corporation (the
"Corporation"), is indebted and, for value received, promises to pay to the
order of __________________________ (the "Holder") on the 31st day of December,
2002 (the "Due Date") (unless this Debenture shall have been sooner called for
redemption as herein provided), upon presentation of this Debenture,
______________________________and no/100 Dollars ($____________) (the "Principal
Amount") and to pay interest on the Principal Amount at the rate of eight
percent (8%) per annum as provided herein.

The Corporation covenants, promises and agrees as follows:

1. Interest. Interest which shall accrue on the Principal Amount shall
be payable in quarterly installments on the first business day of the beginning
month in each calendar quarter beginning the ___ day of ______, 2001 until the
Principal Amount and all accrued and unpaid interest shall have been paid in
full. If this Debenture shall be issued on a date other than the first day of a
calendar quarter, the interest payable shall be prorated upon the number of days
of such calendar quarter period during which this Debenture shall have been
issued and outstanding. All accrued and unpaid interest shall be payable on the
Due Date. All payments of principal and interest or principal or interest shall
be made at ________________________________ or at such other place as may be
designated by the Holder hereof.

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2. Redemption.

2.1. This Debenture is subject to redemption at the option of
the Corporation in whole or in part prior to the Due Date at any time and from
time to time without penalty or premium. The Corporation may exercise its right
to redeem this Debenture prior to maturity by giving notice (the "Redemption
Notice") thereof to the holder of this Debenture as it appears on the books of
the Corporation, which notice shall specify the terms of redemption (including
the place at which the Holder of the Debenture may obtain payment), the
principal amount of the Debenture to be redeemed (the "Redemption Amount") and
shall fix a date for redemption (the "Redemption Date"), which date shall not be
less than five (5) days nor more than fifteen (15) days after the date of the
Redemption Notice.

2.2. On the Redemption Date, the Corporation shall pay all
accrued and unpaid interest on the Debenture up to and including the Redemption
Date and shall pay to the Holder hereof a dollar amount equal to the Redemption
Amount.

3. Conversion.

3.1. The Holder of this Debenture shall have the right, at
such Holder's option, at any time during the term hereof (including at any time
subsequent to the receipt of the Redemption Notice but prior to the Redemption
Date), to convert all, but not less than all, of this Debenture into such number
of fully paid and nonassessable shares of the Corporation's $0.001 par value
Common stock (the "Common Stock") as shall be provided herein.

3.2. The Holder of this Debenture may exercise the conversion
right provided in this Section 3 by giving written notice (the "Conversion
Notice") to the Corporation of the exercise of such right and stating the name
or names in which the stock certificate or stock certificates for the shares of
the Common Stock are to be issued and the address to which such certificates
shall be delivered. The Conversion Notice shall be accompanied by the Debenture.
The number of shares of Common Stock that shall be issuable upon conversion of
the Debenture shall be_______________ (___________) which such Common Stock
shall be issued pursuant to the Corporation's fourth private placement offering
pursuant to Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D promulgated thereunder and pursuant to registration exemptions
available under applicable state securities laws.

3.3. Conversion shall be deemed to have been effected on the
date the Conversion Notice is given (the "Conversion Date"). Within thirty (30)
business days after receipt of the Conversion Notice, the Corporation shall
issue and deliver by hand against a signed receipt therefor or by United States
registered mail, return receipt requested, to the address designated by the
Holder of this Debenture in the Conversion Notice, a stock certificate or stock
certificates of the Corporation representing the number of shares of Common
Stock to which such Holder is entitled.

4. Adjustments.

The number of shares of Common Stock deliverable to the Holder upon a
Conversion shall be subject to adjustment from time to time upon the occurrence,
after the date hereof, of the following events:

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4.1. In case the Corporation shall (i) pay a dividend in, or
make a distribution of, shares of Common Stock or of other capital stock
convertible into Common Stock on its outstanding Common Stock ("Stock
Dividend"), (ii) subdivide its outstanding shares of Common Stock into a greater
number of such shares ("Forward Split") or (iii) combine its outstanding shares
of Common Stock into a smaller number of such shares ("Reverse Split"), the
total number of shares of Common Stock hereunder shall be adjusted so that the
Holder shall be entitled to receive the same number of shares of Common Stock
which the Holder would have owned or have been entitled to receive immediately
following the happening of any of the events described above had such Conversion
been exercised in full immediately prior to the happening of such event. Any
adjustment made pursuant to this Subsection shall, in the case of a Stock
Dividend, become effective as of the record date therefor and, in the case of a
Forward Split or Reverse Split, be made as of the effective date thereof. If, as
a result of an adjustment made pursuant to this Subsection, the Holder shall
become entitled to receive shares of two or more classes of capital stock of the
Corporation, the Board of Directors of the Corporation (whose determination
shall be conclusive and shall be evidenced by a Board resolution filed the
Corporate records) shall determine the allocation between or among shares of
such classes of capital stock.

4.2. In the event of a capital reorganization or a
reclassification of the Common Stock (except as provided in Subsection 4.1 or
Subsection 4.4), the Holder, upon Conversion, shall be entitled to receive, in
lieu of the Common Stock to which the Holder would have become entitled upon a
conversion immediately prior to such reorganization or reclassification, the
shares (of any class or classes) or other securities or property of the
Corporation (or cash) that the Holder would have been entitled to receive upon
such reorganization or reclassification if the Conversion should have occurred
immediately prior thereto; and in any such case, appropriate provision (as
determined by the Board of Directors of the Corporation, whose determination
shall be conclusive and shall be evidenced by a Board resolution filed with
Corporate records) shall be made for the application of this Section 4 with
respect to the rights and interests thereafter of the Holder (including, but not
limited to, the allocation between or among shares of classes of capital stock).

4.3. Whenever the number of shares of Common Stock or other
securities acquired upon a Conversion is adjusted as provided in this Section 4,
the Corporation will promptly prepare as part of the Corporate records a
certificate signed by the Chairman of the Board, Chief Executive Officer or the
President, or a Vice President of the Corporation and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation setting forth (i) the number and kind of shares to be acquired upon
a Conversion, as so adjusted, (ii) stating that such adjustments in the number
or kind of shares or other securities conform to the requirements of this
Section 4, and (iii) setting forth a brief statement of the facts accounting for
such adjustments. Such certificates shall be conclusive evidence of the
correctness of such adjustments. Promptly after preparation of such certificate,
the Corporation, will deliver, by first-class, postage prepaid mail, a copy of
the signed certificate to the Holder; provided, however, that failure to file or
to give any notice required under this Subsection, or any defect therein, shall
not affect the legality or validity of any such adjustments under this Section
4; and provided further, that, where appropriate, such notice may be given in
advance.

4.4. In case of any consolidation of the Corporation with, or
merger of the Corporation with, or merger of the Corporation into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), or in case of any
sale or conveyance to another corporation of the property of the Corporation as
an

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entirety or substantially as an entirety, the corporation formed by such
consolidation or merger or the corporation which shall have acquired such
assets, as the case may be, shall execute and deliver to the Holder a
supplemental agreement providing that the Holder shall have the right thereafter
to receive, upon Conversion, solely the kind and amount of shares of stock and
other securities and property (or cash) receivable upon such consolidation,
merger, sale or transfer by a Holder of the number of shares of Common Stock of
the Corporation for which such Holder would have been entitled upon a Conversion
immediately prior to such consolidation, merger, sale or transfer. Such
supplemental agreement shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided in this Section 4.
The above provision of this Subsection 4.4 shall similarly apply to successive
consolidations, mergers, sales or transfers.

4.5. The Corporation may retain a firm of independent public
accountants of recognized standing, which may be the firm regularly retained by
the Corporation, selected by the Board of Directors of the Corporation or the
Executive Committee of said Board to make any computation required under this
Section, and a certificate signed by such firm shall be conclusive evidence of
the correctness of any computation made under this Section 4.

4.6. The Corporation shall at all times reserve and keep
available, free from preemptive rights, unissued or treasury shares of its
Common Stock sufficient to effect the conversion of this Debenture.

5. Default.

5.1. The entire unpaid and unredeemed balance of the Principal
Amount and all Interest accrued and unpaid on this Debenture shall, at the
election of the Holder, be and become immediately due and payable upon the
occurrence of any of the following events (a "Default Event"):

(a) The non-payment by the Corporation when due of principal
and interest or principal or interest or of any other payment as provided in
this Debenture or with respect to any other Debenture issued by the Corporation;

(b) If the Corporation (i) applies for or consents to the
appointment of, or if there shall be a taking of possession by, a receiver,
custodian, trustee or liquidator for the Corporation or any of its property;
(ii) becomes generally unable to pay its debts as they become due; (iii) makes a
general assignment for the benefit of creditors or becomes insolvent; or (iv)
files or is served with any petition for relief under the Bankruptcy Code or any
similar federal or state statute; or

(c) Any failure by the Corporation to issue and deliver shares
of the Common Stock as provided herein upon conversion of this Debenture.

5.2. Each right, power or remedy of the Holder hereof upon the
occurrence of any Default Event as provided for in this Debenture or now or
hereafter existing at law or in equity or by statute shall be cumulative and
concurrent and shall be in addition to every other right, power or remedy
provided for in this Debenture or now or hereafter existing at law or in equity
or by statute, and the exercise or beginning of the exercise by the Holder or
transferee hereof of any one or more of such rights, powers or remedies shall
not preclude the simultaneous or later exercise by the Holder hereof of any or
an such other rights, powers or remedies.

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6. Consent to Jurisdiction. The Corporation hereby consents that any
action, suit or proceeding arising out of this Debenture may be brought in any
appropriate court in the State of Oklahoma, including the United States District
Court for the Western District of Oklahoma, and/or in any other court having
jurisdiction over the subject matter, all at the sole election of the Holder
hereof, and by the issuance and execution of this Debenture the Corporation
irrevocably consents to the jurisdiction of each such court.

7. Transfer. This Debenture shall be transferred on the books of the
Corporation only by the registered Holder hereof or by his attorney duly
authorized in writing or by delivery to the Corporation of a duly executed
assignment reasonably acceptable to the Corporation. The Corporation shall be
entitled to treat any Holder of record of the Debenture as the Holder in fact
thereof and shall not be bound to recognize any equitable or other claim to or
interest in this Debenture in the name of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided by the
Laws of Oklahoma. Holder represents to Corporation and its officers and
directors that this Debenture was acquired by Holder for investment purposes
only without the intent to resell and will not be transferred except pursuant to
registration under the Securities Act of 1933, as amended (the "Securities
Act"), and the applicable state securities laws unless pursuant to exemption
from registration under such acts. Holder hereby acknowledges that this
Debenture was issued pursuant to exemption from registration under the
Securities Act and the applicable state securities laws.

8. Notices. All notices and communications under this Debenture shall
be in writing and shall be either delivered in person or accompanied by a signed
receipt therefor or mailed first-class United States certified mail, return
receipt requested, postage prepaid, and addressed as follows: if to the
Corporation, to Xxxxx 0000, 000 Xxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 and,
if to the Holder of this Debenture, to the address of such Holder as it appears
in the books of the Corporation. Any notice of communication shall be deemed
given and received as of the date of such delivery or mailing.

9. Governing Law. This Debenture shall be governed by and construed and
enforced in accordance with the laws of the State of Oklahoma, or, where
applicable, the laws of the United States.

IN WITNESS WHEREOF, the Corporation has caused this Debenture to be
duly executed under its corporate seal.

"CORPORATION"

AARO BROADBAND WIRELESS COMMUNICATIONS, INC.
a Nevada corporation

By:
----------------------------------------
Name:
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Title: PRESIDENT

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SECRETARY

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EXHIBIT "B"
TO
AGREEMENT
WITH
EFFECTIVE DATE OF AUGUST 2, 2001

AGREEMENT

THIS AGREEMENT is entered effective the date and year last executed by
a party hereto (the "Effective Date") and is by and between AARO BROADBAND
WIRELESS COMMUNICATIONS, INC., a Nevada corporation (hereinafter the
"Corporation") and ___________________, an individual (hereinafter
"___________"). In consideration of Ten and no/100 Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which ________
hereby affirms, ________ does hereby covenant and agree with the Corporation as
follows:

1. Noncompetition. For a period of three (3) years from the Effective
Date, ________ shall not, within Tulsa County, Oklahoma, and each county
contiguous thereto, directly or indirectly, own, control, or participate in the
ownership or control of, or be a director or majority shareholder of or to any
business, firm, corporation or entity which is offering or providing fixed
broadband wireless Internet connectivity in Tulsa County, Oklahoma or in any
county contiguous thereto.

2. Injunctive Relief. As a violation by ________ of the provisions of
Section 1 could cause irreparable injury to the Corporation and there is no
adequate remedy at law for such violation, the Corporation shall have the right,
in addition to any other remedies available to it, at law or in equity, to
enjoin ________ in a court of equity for violating such provisions.

3. Enforceability of Terms. To the extent any provision or portion of
this Agreement shall be held, found or deemed to be unreasonable, unlawful or
unenforceable, then the parties hereto expressly covenant and agree that any
such provision or portion thereof shall be modified to the extent necessary in
order that any such provision or portion thereof shall be legally enforceable to
the fullest extent permitted by applicable law and that any court of competent
jurisdiction shall, and the parties hereto do hereby expressly authorize any
court of competent jurisdiction to, enforce any such provision or portion
thereof or to modify any such provision or portion thereof in order that any
such provision or portion thereof shall be enforced by such court to the fullest
extent permitted by applicable law.

4. Binding Effect. The terms of this Agreement shall inure to the
benefit of and be binding upon the Corporation, its successors and assigns, and
upon _______, his heirs, guardians and personal and legal representatives.

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AGREED as of the Effective Date.

"CORPORATION"
"------------"
AARO BROADBAND WIRELESS COMMUNICATIONS, INC.
a Nevada corporation

By:
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Name: Name:
-------------------------------- -----------------------------
Title: Date:
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Date:
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Table of Contents

EXHIBIT 2.1 AGREEMENT

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