10KSB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-KSB/A

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE YEAR ENDED DECEMBER 31, 2007

COMMISSION FILE NUMBER 000-27467

ERF WIRELESS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-27467	76-0196431
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2911 SOUTH SHORE BOULEVARD, SUITE 100, LEAGUE CITY, TEXAS 77573

 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:   (281) 538-2101

Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

$.001 PAR VALUE COMMON STOCK

Check whether the issuer is not required to file report pursuant to Section 13 or 15(d) of the Exchange Act [_]

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell Company (as define in 12b-2 of the Exchange Act). [_] Yes [X] No

ERF Wireless, Inc.’s revenue for its most recent fiscal year was $5,569,000.

As of March 26, 2008 the aggregate market value of the shares of common stock held by non-affiliates (based on the closing price of $0.57 per share for the common stock as quoted on that date) was approximately $41,148,331.

As of March 25, 2008, the Company had outstanding 72,190,054 shares of its $.001 par value common stock.

Transitional Small Business Disclosure Format (check one): Yes [X] No [_]

Explanatory Note:

This Amendment No. 1 to Form 10-KSB for the year ended December 31, 2007, is filed to include Exhibit 23 the Consent of Independent Registered Public Accounting Firm and Exhibit 10.22. These exhibits were inadvertently not included in the original filing of the Annual Report on Form 10-KSB. This Amendment No. 1 does not amend any other information and the Company has not updated disclosures contained therein to reflect any events that occurred at a date subsequent to the date the Form 10-KSB was originally filed.

ITEM 13. EXHIBITS

Exhibit 2.1	Agreement and Plan of Merger between Fleetclean Systems, Inc. and ERF Wireless, Inc. (1)
Exhibit 2.2	Articles of Merger (1)
Exhibit 3.1	Articles of incorporation of ERF Wireless, Inc. (1)
Exhibit 3.1.1	Certificate of Amendment to Articles of incorporation of ERF Wireless, Inc. (1)
Exhibit 3.2	Bylaws of ERF Wireless, Inc. (1)
Exhibit 4.1	Designation of Preferences (1)
Exhibit 4.2	Amendment to Designation of Preferences (7)
Exhibit 4.3	Amended and Restated Designation of Series A Preferred Stock (11)
Exhibit 10.1	Greg Smith Amended and Restated Employment Agreement (5)
Exhibit 10.2	Addendum to Debt Conversion and Funding Agreement effective September 30, 2004  between ERF Wireless, Inc., Eagle R.F. International and Investors. (6)
Exhibit 10.3	Asset and Liability Contribution Agreement dated March 31, 2004 between Fleetclean Systems, Inc. and Fleetclean Chemicals, Inc. (2)
Exhibit 10.4	Stock Purchase Agreement dated May 15, 2004 between Systom Trust Joint Venture and Kenneth A. Phillips et. al. (3)
Exhibit 10.5	Subscription Agreement dated May 11, 2004 between Fleetclean Systems, Inc. and  Systom Trust Joint Venture (3)
Exhibit 10.6	Acquisition Agreement dated May 15, 2004 between Kenneth A. Phillips and Fleetclean Systems, Inc. (3)
Exhibit 10.7	2004 Non-Qualified Stock Compensation Plan (4)
Exhibit 10.8	Second Addendum to Debt Conversion and Funding Agreement effective July 1, 2005  between ERF Wireless, Inc., Eagle R.F. International and Investors. (8)
Exhibit 10.9	Form of Common Stock Purchase Warrant Agreement, by and between ERF Wireless, Inc. and Investor (9)
Exhibit 10.10	Form of Convertible Term Note, by and between the ERF Wireless, Inc. and Investor (9)
Exhibit 10.11	Form of Registration Rights Agreement, by and between the ERF Wireless, Inc., and Investor (9)
Exhibit 10.12	Form of Stock Purchase Agreement, by and between ERF Wireless, Inc. and Investor.(9)
Exhibit 10.13	Asset Purchase Agreement dated August 8, 2005, by and among ERF Wireless, Inc.,  a Nevada corporation, ERF Enterprise Network Services, Inc., a Texas corporation, and Skyvue USA East Central Texas, Inc., a Texas corporation (10)
Exhibit 10.14	Form of Skyvue Note (11)
Exhibit 10.15	Series A Preferred Conversion Restriction Agreement (11)
Exhibit 10.16	Warrant issued in June 2004(11)
Exhibit 10.17	Employment Agreement with John Burns(11)
Exhibit 10.18	Employment Agreement with Arley Burns(12)
Exhibit 10.19	Amendment of Angus Capital (12)
Exhibit 10.20	Acquisition of Net Yeti (13)
Exhibit 10.21	Acquisition of Door (14)
Exhibit 10.22	Employment Agreement with Richard Royall
Exhibit 20.1	List of Subsidiaries(11)
Exhibit 23.1	Consent of Independent Registered Public Accounting Firm
Exhibit 31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14 (a) and 15d-14 (a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14 (a) and 15d-14 (a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 (12)
Exhibit 32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	Incorporated by reference from the Form 10-QSB for September 30, 2004;
(2)	Incorporated by reference from the Form 10-QSB for June 30, 2004;
(3)	Incorporated by reference from the Form 8-K for May 28, 2004;
(4)	Incorporated by reference from the Form S-8 filed December 29, 2004;
(5)	Incorporated by reference from the Form 10-KSB filed April 15, 2005;
(6)	Incorporated by reference from the Form 10-KSB/A - Amendment No. 1 filed on August 29, 2005;
(7)	Incorporated by reference from the Form 10-QSB for March 31, 2005;
(8)	Incorporated by reference from the Form 10-QSB/A - Amendment No. 1;
(9)	Incorporated by reference from the Form 8-K for September 19, 2005;
(10)	Incorporated by reference from the Form 8-K for August 12, 2005;
(11)	Incorporated by reference from the Form SB-2 filed on December 12, 2005.
(12)	Incorporated by reference from the Form 10-KSB filed April 17, 2007
(13)	Incorporated by reference from the Form 8-K filed on October 20, 2006.
(14)	Incorporated by reference from the Form 8-K filed on December 21, 2006.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.

ERF WIRELESS, INC.

By: /s/ H. Dean Cubley

Name: Dr. H. Dean Cubley

Title: Chief Executive Officer

Date: April 1, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Form 10-KSB has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Dr. H. Dean Cubley Dr. H. Dean Cubley	Chairman of the Board of Directors Principal Executive Officer, and Director	April 1, 2008
/s/ Richard R. Royall Richard R. Royall	Director and Chief Financial Officer, Principal Financial Officer	April 1, 2008
/s/ R. Greg Smith R. Greg Smith	Director and CEO of ENS	April 1, 2008
/s/ Dr. Bartus H. Batson Dr. Bartus H. Batson	Director	April 1, 2008

EX-10.22

EXHIBIT 10.22

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is officially dated March 24, 2008 and is executed between ERF Wireless, Inc., a Nevada corporation (the "Company") and Royall & Fleschler, Inc. Certified Public Accountants of which Richard R. Royall is a shareholder.

WHEREAS, the Company desires to retain the services of Richard R. Royall (“the Executive”) as the. Chief Financial Officer of ERF Wireless, Inc.  It is anticipated that the Executive will concentrate the majority of his time and attention to the day to day financial aspects of the company including managing all of the financial affairs of the Company in support of the CEO of Company The Executive desires to render such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment Term.

The Company employs the Executive and the Executive accepts employment by the Company, upon the terms and subject to the conditions set forth in this Agreement, until January 31, 2011; provided, however, that such employment may be sooner terminated pursuant to the terms of this Agreement.

2. Management of the Company.

The Executive shall devote the Executive's full time, best efforts, attention and skill to, and shall perform faithfully, loyally and efficiently the Executive's duties at the Company Corporate Headquarters or other locations as agreed to by the CEO of Company. Further, the Executive will punctually and faithfully perform and observe any and all rules and regulations that the Company may now or shall hereafter reasonably establish governing the Executive's conduct and the conduct of the Company's business that are consistent with this Agreement.

3. Compensation.

In consideration of the services rendered to the Company by the Executive, the Company shall pay Royall & Fleschler, Inc. annual compensation of $200,000 (the "Base Compensation"). The Executive agrees that the Base Compensation will be paid in ERF Wireless free-trading common stock to Royall & Fleschler, Inc.  The compensation shall be payable in accordance with the normal payroll practices of the Company then in effect. All federal, state or local income taxes will be responsibility of Royall & Fleschler, Inc.

Benefits.  In addition to the Salary, during the Employment Term, the Executive shall be entitled to: all legal and religious holidays in accordance with Company policy, and four weeks paid vacation per annum in accordance with the standard policies and procedures of the company. The Executive shall arrange for vacations in advance at such time or times as shall be mutually agreeable to the Executive and the Company's CEO. The Executive may; (i) not receive pay in lieu of vacation; (ii) participate in all employee benefit plans and/or arrangements adopted by the Company relating to pensions, hospital, medical, dental, disability and life insurance, deferred salary and savings plans, and other similar employee benefit plans or arrangements to the extent that the Executive meets the eligibility requirements for any such plan as in effect from time to time (all medical and dental plans continue through April 15, 2011 at company practice); (iii) receive payment by the Company directly, or reimbursement by the Company for, reasonable and customary business and out-of-pocket expenses incurred by the Executive in connection with the performance by the Executive of the Executive's duties under this Agreement in accordance with the Company's policies and practices for reimbursement of such expenses, as in effect from time to time, including, without limitation, reasonable and necessary travel, lodging, entertainment and meals incurred by the Executive in furtherance of the Company's business and at the Company's request.

Incentives.

As incentive to accelerate the rapid and profitable growth of the company you will be awarded 1,000,000 shares of restricted common stock with piggyback rights at the point where the company has EBITDA(earnings before interest(which includes financing derivative expenses), taxes, depreciation and amortization) based on the Company’s filings of Form 10-K's or Form 10-Q’s.

As incentive to accelerate the rapid and profitable growth of the company you will be awarded 1,000,000 shares of restricted common stock with piggyback rights at the point where the company has achieved a private or public financing of at least $25M from any source.

As incentive to accelerate the rapid and profitable growth of the company you will be awarded 1,000,000 shares of restricted common stock with piggyback rights at the point where the company has achieved a listing on a national stock exchange.

4. Termination of Employment.

The Executive's employment hereunder shall terminate upon the earliest to occur of any the following events, unless earlier renewed, on the dates and at the times specified below:

(i)   the close of business on January 31, 2011 (the "Expiration Date")

(ii)  the close of business on the date of the Executive's death “Death")

(iii)  the close of business on the Termination Date (as defined below) specified in the Notice of Termination (as defined below) which the Company shall have delivered to the Executive due to the Executive's Disability. "Disability" shall mean if (i) the Executive is absent from work for 45 consecutive calendar days in any twelve-month period by reason of un-excused illness or incapacity whether physical or otherwise) or (ii) the Executive is unable to perform his duties, services and responsibilities by reason of illness or incapacity (whether physical or otherwise) for a total of 45 consecutive calendar days in any twelve-month period during the Employment Term.  The Executive agrees, in the event of any dispute under this Section, and after receipt by the Executive of such Notice of Termination from the Company, to submit to a physical examination by a licensed physician selected by the Company. The Executive may seek a second opinion from a licensed physician acceptable to the Company. If the results of the first examination and the second examination are different, a licensed physician selected by the physicians who have performed the first and second examinations shall perform a third physical examination of the Executive, the result of which shall be final for purposes of this Section.

(iv) the close of business on the Termination Date specified in the Notice of Termination which the Executive shall have delivered to the Company to terminate his employment ("Voluntary Termination”)

(v) the close of business on the Termination Date specified in the Notice of Termination which the Company shall have delivered to the Executive to terminate the Executive's employment for Cause. "Cause" as used herein means termination based on (i) the Executives material breach of this Agreement, (ii) conviction of the Executive for (a) any crime constituting a felony in the jurisdiction in which committed, (b) conviction of any crime involving moral turpitude whether or not a felony), or (c) any other criminal act against the Company involving dishonesty or willful misconduct intended to injure the Company (whether or not a felony), (iii) illegal substance abuse by the Executive, (iv) the continued failure or refusal of the Executive to follow one or more lawful and proper directives of the Board of Directors delivered to the Executive in writing, or (v) willful malfeasance or gross misconduct by the Executive which discredits or damages the Company.

5. Rights Upon Termination

Any purported termination by the Company or the Executive (other than by reason of Death or on the Expiration Date) shall be communicated by written Notice of Termination to the other. As used herein, the term "Notice of Termination" shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. After receipt of a Notice of Termination, the Executive shall continue to be available to the Company on a part-time basis at reasonable and customary hourly rates to assist in the necessary transition.

As used herein, the term "Termination Date" shall mean, (i) in the case of Death, the date of the Executive's death, (ii) in the case of expiration of the term hereof: the Expiration Date, or (iii) in all other cases, the date specified in the Notice of Termination.

Upon involuntary termination of this agreement, unless involuntary termination was by cause for prohibited or competitive activities as defined in this agreement, Executive shall receive for excluding the possibility of long term bonus incentives a severance package to include:

a. The remainder of the employment contract annual compensation paid monthly

b. One year look forward vesting privileges on all incentives.

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6. Employee Covenants.

Trade Secrets and Proprietary Information. The Executive agrees and understands that due to the Executive's position with the Company, the Executive will be exposed to, and has received and will receive, confidential and proprietary information of the Company or relating to the Company's business or affairs collectively, the "Trade Secrets"), including but not limited to technical information, product information and formulae, processes, business and marketing plans, strategies, customer information, other information concerning the Company's products, promotions, development, financing, expansion plans, business policies and practices and other forms of information considered by the Company to be proprietary and confidential and in the nature of trade secrets. Trade Secrets shall not include any such information which (A) was known to the Executive prior to his employment by the Company or (B) was or becomes generally available to the public other than as a result of a disclosure by the Executive in violation of the provisions of this Section. Except to the extent that the proper performance of the Executive's duties, services and responsibilities hereunder may require disclosure, the Executive agrees that during the Employment Term and at all times thereafter the Executive will keep such Trade Secrets confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company. This confidentiality covenant has no temporal, geographical or territorial restriction. On the Termination Date unless the Executive remains as an employee of the Company thereafter in which case, on the date which the Executive is no longer an employee of the Company), the Executive will promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible product or document which has been produced by, received by or otherwise submitted to and retained by the Executive in the course of his employment with the Company.  Any material breach of the terms of this paragraph shall be considered Cause.

Prohibited and Competitive Activities. The Executive and the Company recognize that due to the nature of the Executive's engagement hereunder and the relationship of the Executive to the Company, the Executive has had and will have access to, has had and will acquire, and has assisted and may continue to assist in, developing confidential and proprietary information relating to the business and operations of the Company and its affiliates, including, without limitation, Trade Secrets. The Executive acknowledges that such information has been and will be of central importance to the business of the Company and its affiliates and that disclosure of it to, or its use by, others (including, without limitation, the Executive (other than with respect to the Company's business and affairs)) could cause substantial loss to the Company.

The Executive and the Company also recognize that an important part of the Executive's duties win be to develop good will for the Company and its affiliates through the Executive's personal contact with Clients (as defined below), employees, and others having business relationships with the Company, and that there is a danger that this good will, a proprietary asset of the Company, may follow the Executive if and when the Executive's relationship with the Company is terminated. The Executive accordingly agrees as follows:

(i) Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of: any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

(ii) Non-Competition. By and in consideration of the Company's entering into this Agreement, the Executive agrees that the Executive will not, during the Employment Term, engage in any Competitive Activity. The term "Competitive Activity" means engaging in any of the following activities: (A) serving as a director of any Competitor (as defined below), (B) directly or indirectly through one or more intermediaries, either (X) controlling any Competitor or (Y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, at the time of any acquisition thereof by the Executive, do not in the aggregate exceed 5% of the particular class of interests of such Competitor then outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns an equity interest, a portion of the interests in such Competitor owned by such entity shall be attributed to the Executive, such portion determined by applying the percentage of the equity interest in such entity owned by the Executive to the interests in such Competitor owned by such entity), (C) employment by (including serving as an officer, director or partner of), providing consulting services to (including, without limitation, as an independent contractor), or managing or operating the business or affairs of: any Competitor or (D) participating in the ownership, management, operation or control of or being connected in any manner with any Competitor. The term "Competitor" as used herein (i) during the Employment Term, means any person (other than the Company or any of their respective affiliates) that competes, either directly or indirectly with any of the business offerings conducted through the termination date of the Employee's employment by the Company or any affiliate.

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7. Remedies.

The Executive agrees that any breach of the terms of this Section would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. The Executive therefore agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive, without having to prove damages.

The terms of this paragraph shall not prevent the Company from pursuing any other available remedies to which the Company may be entitled at law or in equity for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive.  The provisions of this Section 8 shall survive any termination of this Agreement. The existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section.

8. Proprietary Information and Inventions.

The Executive agrees that any and all inventions, discoveries, improvements, processes, formulae, business application software, patents, copyrights and trademarks made, developed, discovered or acquired by him prior to and during the Employment Term, solely or jointly with others or otherwise, which relate to the business of the Company, collectively, the "Inventions"), shall be fully and promptly disclosed to the Board of Directors and to such person or persons as the Board of Directors shall direct and the Executive irrevocably assigns to the Company all of the Executive's right, title and interest in and to all Inventions of the Company and all such Inventions shall be the sole and absolute property of the Company and the Company shall be the sole and absolute owner thereof The Executive agrees that he will at all times keep all Inventions secret from everyone except the Company and such persons as the Board of Directors may from time to time direct. The Executive shall, as requested by the Company at any time and from time to time, whether prior to or during the Employment Term, execute and deliver to the Company any instruments deemed necessary by the Company to effect disclosure and assignment of the Inventions to the Company or its designees and any patent applications (United States or foreign) and renewals with respect thereto, including any other instruments deemed necessary by the Company for the prosecution of patent applications, the acquisition of letters patent and/or the acquisition of patents or copyrights in any and all countries and to vest title thereto in the Company or its nominee.

9. Representations and Warranties of the Executive.

The Executive represents and warrants to the Company that:

(i) The Executive's employment by the Company as contemplated will not conflict with, and will not be constrained by, any prior or current employment, consulting agreement or relationship, whether written or oral; and

(ii) The Executive does not possess confidential information arising out of any employment, consulting agreement or relationship with any person or entity other than the Company, which could be utilized in connection with the Executive's employment by the Company.

(iii) The Executive participates in outside businesses not related to the Company, and may have obligations to serve on the Board of Directors of other entities. The Executive may participate and have ownership in business outside the Company and the work product of such participation in outside businesses does not constitute a violation this agreement.

10. Binding Effect or Assignment.

This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, executors, representatives, states, successors and assigns, including any successor or assign to all or substantially all of the business and/or assets of the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise; provided, however, that the Executive, or any beneficiary or legal representative of the Executive, shall not assign all or any portion of the Executive's rights or obligations under this Agreement without the prior written consent of the Company.

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11. Notices.

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt.

12. Amendment and Modification.

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by each of the Executive and the Company. No such waiver or discharge by either party hereto at any time or any waiver or discharge of any breach by the other party hereto of, or compliance with, any condition or provision of this agreement to be performed by such other party, shall be deemed a waiver or discharge of similar or dissimilar provisions or conditions, or a waiver or discharge of any breach of any provisions at the same or at any prior or subsequent time.

13. Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of Texas without giving effect to the conflict of law principles of that state.

14. Severability.

In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other portion of this Agreement, and this Agreement shall be construed as if such provision had never been contained herein.

15. Withholding Taxes.

Notwithstanding anything contained herein to the contrary, all payments required to be made hereunder by the Company to the Executive, Royall & Fleschler, or his estate or beneficiaries, shall be subject to the withholding of such amounts as the Company may reasonably determine it should withhold pursuant to any applicable federal, state or local law or regulation.

16. Arbitration of Disputes.

The parties hereto mutually consent to the resolution by arbitration of all claims and controversies arising out of or relating to this Agreement. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively in the manner set forth in this Section 16. If the Company and the Executive disagrees on any matter arising under or in connection with this Agreement, either party shall have the right to deliver to the other party a written request (a "Consent Request") that the other party consent to the position of the requesting party with respect to the matter in question. The parties shall negotiate in good faith to resolve the matters set forth in the Consent Request. If the parties are unable to agree on a matter set forth in a Consent Request within thirty (30) days following delivery thereof: then the parties shall elect one arbitrator, who shall be knowledgeable in the high technology industry. If the parties fail to agree upon an arbitrator within thirty (30) days either party may request the Office of the president of the American Arbitrator Association to do so.

Each party shall then submit its or his position in writing to the arbitrator within thirty (30) days of the arbitrator's selection. After receiving the written positions of the parties, and after a hearing, if the arbitrators deem a hearing to be necessary, the arbitrator shall and must select the position offered by one of the parties. Such arbitration procedure shall be commenced immediately upon selection of the arbitrator and shall be completed within ninety (90) days. The decision of the arbitrator shall be final and binding on the parties. Notwithstanding any other provision of this Agreement, if any termination of this Agreement becomes subject to arbitration, the Company shall not be required to pay any amounts to the Executive (except those amounts required by law) until completion of the arbitration and the rendering of the arbitrator's decision.

The amounts, if any, determined by the arbitrator to be owed by the Company to the Executive shall be paid within the five (5) days after the decision by the arbitrator is rendered. All matters approved pursuant to this Section 16 shall be deemed conclusively to have been approved or agreed upon by the parties for all purposes of the Agreement. Judgment may be entered on the Arbitrator's award in any court having jurisdiction. The costs and expenses of such arbitration shall be borne in accordance with the determination of the arbitrator. All benefits including salary and other compensation will be in full effect during the duration of the arbitration if the disagreement occurs during the term of this contract. Failure on behalf of the Company to continue compensation will result in an automatic breach of this agreement and all compensation earn and unearned will become immediately due to the employee.

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17. Counterparts.

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

18. Entire Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, written or oral, understandings and arrangements, either oral or written, between the parties with respect to the subject matter, and shall, as of the date hereof: constitute the only employment agreement between the parties.

19. Further Assurances.

Each party shall do and perform, or cause to be done and performed, all further acts and things and shall execute and deliver all other agreements, certificates, instruments, and documents as any other party reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated.

20. Construction.

The headings in this Agreement are for reference purposes only and shall not limit or otherwise affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first above written.

ERF Wireless, Inc.

/s/ H. Dean Cubley                                

By:

Name: Dr. H. Dean Cubley

Title: Chief Executive Officer

"Executive"

/s/ Richard R. Royall                                           

By:

Richard R. Royall, Shareholder

Royall & Fleschler, Inc.

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EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

To the Board of Directors

ERF Wireless, Inc.

League City, Texas

We hereby consent to the incorporation by reference in ERF Wireless, Inc.’s (the “Company”) Registration Statement on Form S-8 (No. 333-143328 and No. 1443326) of our report dated March 25, 2008, relating to the consolidated financial statements which appear in the Company’s Annual Report on Form 10-KSB for the years ended December 31, 2007 and 2006.

/s/ LBB & Associates, Ltd., LLP

LBB & ASSOCIATES LTD., LLP

Houston, Texas

April 1, 2008

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, H. Dean Cubley, certify that:

1. I have reviewed this annual report on Form 10-KSB/A of ERF Wireless, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c. Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

April 1, 2008

/s/ H. Dean Cubley

Dr. H. Dean Cubley

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Richard R. Royall, certify that:

1. I have reviewed this annual report on Form 10-KSB/A of ERF Wireless, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c. Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

April 1, 2008

/s/ Richard R. Royall

Richard R. Royall

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, the undersigned Officer of ERF Wireless, Inc. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Annual Report on Form 10-KSB/A for the year ended December 31, 2007, (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 1, 2008

/s/ H. Dean Cubley

Dr. H. Dean Cubley

Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, the undersigned Officer of ERF Wireless, Inc. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Annual Report on Form 10-KSB/A for the year ended December 31, 2007, (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 1, 2008

/s/ Richard R. Royall

Richard R. Royall

Chief Financial Officer