EXHIBIT 10.33 --------------------- AGREEMENT NOT TO COMPETE THIS AGREEMENT NOT TO COMPETE is entered into by and among USURF America, Inc., a Nevada corporation ("Buyer"), CyberHighway of North Georgia, Inc., a Georgia corporation ("Seller"), Anthony...Non-Compete Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Georgia
EXHIBIT 10.57 ------------------------- August 23, 1999 Mr. Knud Nielsen, III 100 St. Joseph Street Brewton, Alabama 36426 Registration Rights Letter Agreement Dear Mr. Nielsen: This letter will confirm our agreement and understanding with respect to...Registration Rights Letter Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
EXHIBIT 10.11 ------------------------ WARRANT AGREEMENT THIS AGREEMENT dated as of May 18, 1998, between Media Entertainment, Inc., a Nevada corporation (the "Company"), and Securities Transfer Corporation, a Texas corporation (the "Warrant Agent")....Warrant Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Texas
EXHIBIT 10.42 ---------------------- June 1, 1999 Internet Media Corporation 8748 Quarters Lake Road Baton Rouge, Louisiana 70809 Re: Confidentiality Agreement Gentlemen: In connection with the execution of an employment agreement (the "Employment...Confidentiality Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
In connection with the execution of an employment agreement (the "Employment Agreement") between the undersigned and Internet Media Corporation (together with affiliates, including, without limitation, CyberHighway, Inc., the "Company"), the Company will furnish to the undersigned certain information concerning its business, financial position, operations, business contacts, assets and liabilities, as well as certain items of equipment useful in the Wireless Internet access business. As a condition to such information's being furnished to the undersigned and as a condition to the undersigned's entering into an employment agreement with the Company, the undersigned agrees to treat any information concerning the Company (whether prepared by the Company, its advisors, or otherwise, and irrespective of the form of communication) which is furnished to the undersigned now or in the future by or on behalf of the Company (together with the material described below, herein collectively referred
EXHIBIT 10.46 ---------------------- AGREEMENT NOT TO COMPETE THIS AGREEMENT NOT TO COMPETE is entered into by and between Internet Media Corporation, a Nevada corporation ("Employer"), and Waddell D. Loflin ("Employee"). WHEREAS, Employee is employed...Non-Compete Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
EXHIBIT 10.19 --------------------- May 28, 1999 Shelter Capital Ltd. P.O. Box 64 Providenciales Turks and Caicos Islands British West Indies Registration Rights Letter Agreement Sir/Madam: This letter will confirm our agreement and understanding with...Registration Rights Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
EXHIBIT 10.44 ------------------------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between Internet Media Corporation, a duly organized Nevada corporation ("Employer"), and Waddell D. Loflin, a resident of the State of...Employment Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and among USURF America Internet Design, Inc., a duly organized Louisiana corporation ("Employer"), USURF America, Inc., the parent of Employer ("USURF"), and Ryan D. Thibodeaux,...Employment Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
February 1, 2000 USURF America, Inc. 8748 Quarters Lake Road Baton Rouge, Louisiana 70809 Re: Confidentiality Agreement Gentlemen: In connection with the execution of an Agreement and Plan of Reorganization (the "Reorganization Agreement") among The...Confidentiality Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Idaho
In connection with the execution of an Agreement and Plan of Reorganization (the "Reorganization Agreement") among The Spinning Wheel, Inc., d/b/a CyberHighway of Bear River Valley, CyberHighway, Inc., the undersigned, Diggs W. Lewis, Jr., and USURF America, Inc., together with affiliates, including, without limitation, Santa Fe Wireless Internet, Inc., USURF America (Alabama), Inc., USURF America (Utah), Inc., and CyberHighway, Inc. (collectively, the "Company"), the Company has furnished, or may furnish, to the undersigned, Diggs W. Lewis, Jr., certain information concerning its business, financial position, operations, business contacts, assets and liabilities, as well as certain items of equipment useful in the Wireless Internet access business. As a condition to such information's being furnished to the undersigned and as a condition to the undersigned's entering into the Reorganization Agreement with the Company and in consideration of the Company's entering into the Reorganizati
EXHIBIT 10.69 --------------- AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION This shall constitute Amendment No. 1 to that certain Agreement and Plan of Reorganization (the "Agreement"), dated as of October 26, 1999, by and among, USURF...Agreement and Plan of Reorganization • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Nevada
EXHIBIT 10.21 -------------------------- AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of April 28, 1999 (the "Agreement"), among Internet Media Corporation, a Nevada corporation ("Parent"), Santa Fe Wireless...Merger Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Texas
EXHIBIT 10.61 --------------- AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 1, 2000 (the "Agreement"), among USURF America, Inc., a Nevada corporation ("Parent"), USURF America Web Design Co., Inc., a...Agreement and Plan of Reorganization • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
EXHIBIT 10.21.1 ------------------------ AGREEMENT OF MERGER AGREEMENT OF MERGER, dated as of June 2, 1999 (the "Merger Agreement"), by and among Internet Media Corporation, a Nevada corporation ("Parent"), Santa Fe Wireless Internet, Inc., a New...Merger Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Texas
EXHIBIT 10.26 ---------------------- AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 24, 1999 (the "Agreement"), among USURF America, Inc., a Nevada corporation ("Parent"), CyberHighway, Inc., an Idaho...Agreement and Plan of Reorganization • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Nevada
EXHIBIT 10.50 ------------------------- WARRANT AGREEMENT THIS AGREEMENT dated as of November 1, 1999, between USURF America, Inc., a Nevada corporation (the "Company"), and Securities Transfer Corporation, a Texas corporation (the "Warrant Agent")....Warrant Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Texas
EXHIBIT 10.59 ------------------------- August 23, 1999 USURF America, Inc. 8748 Quarters Lake Road Baton Rouge, Louisiana 70809 Re: Confidentiality Agreement Gentlemen: In connection with the execution of an Agreement and Plan of Reorganization (the...Confidentiality Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Texas
In connection with the execution of an Agreement and Plan of Reorganization (the "Reorganization Agreement") among the undersigned, Gary Stanley, Net 1, Inc., USURF America (Alabama), Inc., and USURF America, Inc. (together with affiliates, including USURF America (Alabama), Inc., Santa Fe Wireless Internet, Inc. and CyberHighway, Inc., the "Company"), the Company has furnished, and will furnish, to the undersigned certain information concerning its business, financial position, operations, business contacts, assets and liabilities, as well as certain items of equipment useful in the Wireless Internet access business. As a condition to such information's being furnished to the undersigned and as a condition to the undersigned's entering into the Reorganization Agreement with the Company, the undersigned agrees to treat any information concerning the Company (whether prepared by the Company, its advisors, or otherwise, and irrespective of the form of communication) which is furnished to
EXHIBIT 10.18 ---------------------- WARRANT AGREEMENT THIS AGREEMENT dated as of May 3, 1999, between Internet Media Corporation, a Nevada corporation (the "Company"), and Securities Transfer Corporation, a Texas corporation (the "Warrant Agent")....Warrant Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Texas
EXHIBIT 10.51 ------------------------- November 19, 1999 Mr. David Loflin President USURF America, Inc. 8748 Quarters Lake Road Baton Rouge, LA 70809 Dear Mr. Loflin: This letter agreement (the "Agreement") will confirm our understanding regarding...Research and Development • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • New Jersey
EXHIBIT 10.38 ---------------------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between USURF America, Inc., a duly organized Nevada corporation ("Employer"), and Darrell Davis, a resident of the State of Louisiana...Employment Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
EXHIBIT 10.24 --------------------- BUSINESS PURCHASE AGREEMENT BUSINESS PURCHASE AGREEMENT, dated as of July 14, 1999 (the 'Agreement"), between USURF America, Inc., a Nevada corporation ("Purchaser"), and Mark Bove ('Owner"), d/b/a usurf.com, a sole...Business Purchase Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Texas
EXHIBIT 10.60 ----------------------- AGREEMENT NOT TO COMPETE THIS AGREEMENT NOT TO COMPETE is entered into by and among USURF America, Inc., a Nevada corporation ("Parent"), USURF America (Alabama), Inc., an Alabama corporation ("Acquiror"), and...Non-Compete Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Alabama
BUSINESS AND COMMUNICATIONS CONSULTING SERVICES AGREEMENT This Agreement is made effective as of the 1st day of January, 2000, by and between The Humbolt Corporation, a Louisiana corporation ("Consultant"), and USURF America, Inc., a Nevada...Consulting Services Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
EXHIBIT 10.28 --------------------- August 30, 1999 USURF America, Inc. 8748 Quarters Lake Road Baton Rouge, Louisiana 70809 Re: Confidentiality Agreement Gentlemen: In connection with the execution of an Agreement and Plan of Reorganization (the...Confidentiality Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Idaho
In connection with the execution of an Agreement and Plan of Reorganization (the "Reorganization Agreement") among Premier Internet Services, Inc., d/b/a CyberHighway of Southeast Idaho, CyberHighway, Inc., the undersigned, Alan Taylor, and USURF America, Inc., together with affiliates, including, without limitation, Santa Fe Wireless Internet, Inc., USURF America (Alabama), Inc., CyberHighway, Inc. (collectively, the "Company"), the Company has furnished, or may furnish, to the undersigned, Alan Taylor, certain information concerning its business, financial position, operations, business contacts, assets and liabilities, as well as certain items of equipment useful in the Wireless Internet access business. As a condition to such information's being furnished to the undersigned and as a condition to the undersigned's entering into the Reorganization Agreement with the Company and in consideration of the Company's entering into the Reorganization Agreement, the undersigned agrees to tre
EXHIBIT 10.29 ---------------------- AGREEMENT NOT TO COMPETE THIS AGREEMENT NOT TO COMPETE is entered into by and between USURF America, Inc., a Nevada corporation ("Parent"), and Alan Taylor ("Taylor"). WHEREAS, Parent and Taylor are parties to an...Non-Compete Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Idaho
EXHIBIT 10.27 ---------------------- AGREEMENT OF MERGER AGREEMENT OF MERGER, dated as of August 30, 1999 (the "Merger Agreement"), by and among USURF America, Inc., a Nevada corporation ("Parent"), CyberHighway, Inc. , an Idaho corporation...Merger Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Idaho
EXHIBIT 10.36 --------------------- March 19, 1999 Internet Media Corporation 8748 Quarters Lake Road Baton Rouge, Louisiana 70809 Re: Confidentiality Agreement Gentlemen: In connection with the execution of an employment agreement (the "Employment...Confidentiality Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Idaho
In connection with the execution of an employment agreement (the "Employment Agreement"} between the undersigned and Internet Media Corporation (together with affiliates, the "Company"}, the Company will furnish to the undersigned certain information concerning its business, financial position, operations, business contacts, assets and liabilities, as well as certain items of equipment useful in the Wireless Internet access business. As a condition to such information's being furnished to the undersigned and as a condition to the undersigned's entering into an employment agreement with the Company, the undersigned agrees to treat any information concerning the Company (whether prepared by the Company, its advisors, or otherwise, and irrespective of the form of communication} which is furnished to the undersigned now or in the future by or on behalf of the Company (together with the material described below, herein collectively referred to as the "Confidential Material"} in accordance w
EXHIBIT 10.56 ------------------------- AGREEMENT OF MERGER AGREEMENT OF MERGER, dated as of August 23, 1999 (the "Merger Agreement"), by and among USURF America, Inc., a Nevada corporation ("Parent"), USURF America (Alabama), Inc., an Alabama...Merger Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Alabama
AGREEMENT OF MERGER AGREEMENT OF MERGER, dated as of February 16, 2000 (the "Merger Agreement"), by and among USURF America, Inc., a Nevada corporation ("Parent"), USURF America Internet Design, Inc., a Louisiana corporation ("Acquiror"), and Internet...Merger Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
EXHIBIT 10.37 ----------------------- AGREEMENT NOT TO COMPETE THIS AGREEMENT NOT TO COMPETE is entered into by and between Internet Media Corporation, a Nevada corporation ("Employer"), and James Kaufman ("Employee"). WHEREAS, Employee is employed by...Non-Compete Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Louisiana
EXHIBIT 10.31 ---------------------- ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is made and entered into as of the 29th day of October, 1999, by and between CyberHighway of North Georgia, Inc., a Georgia corporation ("Seller"), and USURF...Asset Purchase Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Georgia
EXHIBIT 10.54 ----------------------- CORPORATE COMMUNICATIONS SERVICES AGREEMENT This Corporate Communications Services Agreement is made as of the 1st day of November, 1999, by and between J.F. Mills/Worldwide ("Consultant"), and USURF America,...Corporate Communications Services Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Texas
CONSULTING AND LEGAL SERVICES AGREEMENT This Agreement is made effective as of the 1st day of January, 2000, by and between Newlan & Newlan, Attorneys at Law, a Texas general partnership consisting of L. A. Newlan, Jr. and Eric Newlan ("Consultant"),...Consulting Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Texas
AGREEMENT NOT TO COMPETE THIS AGREEMENT NOT TO COMPETE is entered into by and between USURF America, Inc., a Nevada corporation ("Parent"), and Diggs W. Lewis, Jr. ("Lewis"). WHEREAS, Parent and Lewis are parties to an Agreement and Plan of...Non-Compete Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Idaho
EXHIBIT 10.49 ------------------------- Note: Certain material, indicated by three asterisks (***), has been omitted from this document, pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omitted...Isp Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • New York
EXHIBIT 10.70 --------------- AGREEMENT OF MERGER AGREEMENT OF MERGER, dated as of February 1, 2000 (the "Merger Agreement"), by and among USURF America, Inc., a Nevada corporation ("Parent"), CyberHighway, Inc., an Idaho corporation ("Acquiror"), and...Merger Agreement • February 25th, 2000 • Usurf America Inc • Cable & other pay television services • Idaho
