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BYLAWS

ERF WIRELESS, INC.

A Nevada Corporation

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The principal office of the Corporation is hereby fixed in the

State of Nevada or at such other location as may be determined from time to time by the board of directors of

the Corporation.

SECTION 2. OTHER OFFICES. Branch or subordinate offices may be established by the Board of Directors at

such other places as may be desirable.

ARTICLE II

SHAREHOLDERS

SECTION 1. PLACE OF MEETING. Meetings of shareholders shall be held either at the principal executive

office of the corporation or at any other location within or without the State of Nevada which may be designated

by written consent of all persons entitled to vote thereat.

SECTION 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held on such day and at such

time as may be fixed by the Board; provided, however, that should said day fall upon a Saturday, Sunday, or

legal holiday observed by the Corporation at its principal executive office, then any such meeting of

shareholders shall be held at the same time and place on the next day thereafter ensuing which is a full

business day. At such meetings, directors shall be elected by plurality vote and any other proper business may

be transacted.

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be called for any purpose or

purposes permitted under Chapter 78 of Nevada Revised Statutes at any time by the Board, the Chairman of

the Board, the President, or by the shareholders entitled to cast not less than twenty-five percent (25%) of the

votes at such meeting. Upon request in writing to the Chairman of the Board, the President, any Vice-President

or the Secretary, by any person or persons entitled to call a special meeting of shareholders, the Secretary shall

cause notice to be given to the shareholders entitled to vote, that a special meeting will be held not less than

thirty-five (35) nor more than sixty (60) days after the date of the notice.

SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each annual meeting of

shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting

to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and

(i) in the case of a special meeting the general nature of the business to be transacted, or (ii) in the case of the

annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for

action by the shareholders, but, any proper matter may be presented at the meeting for such action. The notice

of any meeting at which directors are to be elected shall include the names of the nominees intended, at the

time of the notice, to be presented by management for election.

Notice of a shareholders' meeting shall be given either personally or by mail or, addressed to the shareholder at

the address of such shareholder appearing on the books of the corporation or if no such address appears or is

given, by publication at least once in a newspaper of general circulation in Clark County, Nevada. An affidavit of

mailing of any notice, executed by the Secretary, shall be prima facie evidence of the giving of the notice.

SECTION 5. QUORUM. A majority of the shares entitled to vote, represented in person or by proxy, shall

constitute a quorum at any meeting of shareholders. If a quorum is present, the affirmative vote of the majority

of shareholders represented and voting at the meeting on any matter, shall be the act of the shareholders

unless specifically required otherwise in the Charter or Articles of Incorporation. The shareholders present at a

duly called or held meeting at which a quorum is present may continue to do business until adjournment,

notwithstanding withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than

adjournment) is approved by at least a majority of the number of shares required as noted above to constitute a

quorum. Notwithstanding the foregoing, (1) the sale, transfer and other disposition of substantially all of the

corporation's properties and (2) a merger or consolidation of the corporation shall require the approval by an

affirmative vote of not less than two-thirds (2/3) of the corporation's issued and outstanding shares.

SECTION 6. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders meeting, whether or not a

quorum is present, may be adjourned from time to time. In the absence of a quorum (except as provided in

Section 5 of this Article), no other business may be transacted at such meeting.

SECTION 7. VOTING. The shareholders entitled to notice of any meeting or to vote at such meeting shall be only

persons in whose name shares stand on the stock records of the corporation on the record date determined in

accordance with Section 8 of this Article.

SECTION 8. RECORD DATE. The Board may fix in advance, a record date for the determination of the

shareholders entitled to notice of a meeting or to vote or entitled to receive payment of any dividend or other

distribution, or any allotment of rights, or to exercise rights in respect to any other lawful action. The record date

so fixed shall be not more than sixty (60) nor less than ten (10) days prior to the date of the meeting nor more

than sixty (60) days prior to any other action. When a record date is so fixed, only shareholders of record on that

date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of

rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of

the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at

a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record

date for the meeting. The Board shall fix a new record date if the meeting is adjourned for more than forty-five

(45) days.

If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to

vote at a meeting of shareholders shall be the close of business on the business day next preceding the day on

which notice is given or, if notice is waived, at the close of business on the business day next preceding the day

on which notice is given. The record date for determining shareholders for any purpose other than as set in this

Section 8 or Section 10 of this Article shall be at the close of the day on which the Board adopts the resolution

relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.

SECTION 9. CONSENT OF ABSENTEES. The transactions of any meeting of shareholders, however called

and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice,

if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons

entitled to vote not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of

the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the

corporate records or made a part of the minutes of the meeting.

SECTION 10. ACTION WITHOUT MEETING. Any action which, under any provision of law, may be taken at

any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a

consent in writing, setting forth the actions to be taken, shall be signed by the holders of outstanding shares

having not less than the minimum number of votes that would be necessary to authorize or take such action at a

meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting

purposes be fixed as provided in Section 8 of this Article, the record date for determining shareholders entitled

to give consent pursuant to this Section 10, when no prior action by the Board has been taken, shall be the day

on which the first written-consent is given.

SECTION 11. PROXIES. Every person entitled to vote shares has the right to do so either in person or by one

or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary not

less than five (5) days prior to the meeting.

SECTION 12. CONDUCT OF MEETING. The Chief Executive Officer shall preside as Chairman at all meetings

of the shareholders, unless another Chairman is selected. The Chairman shall conduct each such meeting in a

businesslike and fair manner, but shall not be obligated to follow any technical, formal or parliamentary rules or

principles of procedure. The Chairman's ruling on procedural matters shall be conclusive and binding on all

shareholders, unless at the time of ruling a request for a vote is made by the shareholders entitled to vote and

represented in person or by proxy at the meeting, in which case the decision of a majority of such shares shall

be conclusive and binding on all shareholders without limiting the generality of the foregoing, the Chairman

SHALL have all the powers usually vested in the chairman of a meeting of shareholders.

ARTICLE III

DIRECTORS

SECTION 1. POWERS. Subject to limitation of the Articles of Incorporation, of these bylaws, and of actions

required to be approved by the shareholders, the business and affairs of the corporation shall be managed and

all corporate powers shall be exercised by or under the direction of the Board. The Board may, as permitted by

law, delegate the management of the day-to-day operation of the business of the corporation to a management

company or other persons or officers of the corporation provided that the business and affairs of the corporation

shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without

prejudice to such general powers, it is hereby expressly declared that the Board shall have the following

powers:

(a) To select and remove all of the officers, agents and employees of the corporation, prescribe the

powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or

by these bylaws, fix their compensation, and require from them, if necessary, security for faithful

service.

(b) To conduct, manage, and control the affairs and business of the corporation and to make such rules

and regulations therefore not inconsistent with law, with the Articles of Incorporation or these bylaws,

as they may deem best.

the form of such seal and such of certificates from time to time in their judgment they deem best.

(d) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and

for such consideration as may be lawful.

(e) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be

executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds

of trust, mortgages, pledges, hypothecation or other evidence of debt and securities therefor.

SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall be

three (3) until changed by amendment of the Articles or by a bylaw duly adopted by approval of the

outstanding shares amending this Section 2.

SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be elected at each annual meeting of

shareholders but if any such annual meeting is not held or the directors are not elected the shareholders may

elect a director or directors at any time to fill any vacancy or vacancies. Any such election by written consent

requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the

resignation of a director tendered to take effect at a future time, the shareholders shall have power to elect a

successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the

expiration of the director's term of office.

SECTION 4. PLACE OF MEETING. Any meeting of the Board shall be held at any place within or without the

State of Nevada which has been designated from time to time by the Board. In the absence of such

designation meetings shall be held at the principal executive office of the corporation.

SECTION 5. REGULAR MEETINGS. Immediately following each annual meeting of shareholders the Board

shall hold a regular meeting for the purpose of organization, selection of a Chairman of the Board, election of

officers, and the transaction of other business. Call and notice of such regular meeting is hereby dispensed

with.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board for any purposes may be called at any time

by the Chairman of the Board, the President, or the Secretary or a majority of the directors.

Special meetings of the Board shall be held upon at least four (4) days written notice or forty-eight (48) hours

notice given personally or by telephone, telegraph, telex or other similar means of communication. Any such

notice shall be addressed or delivered to each director at such director's address as it is shown upon the

records of the Corporation or as may have been given to the Corporation by the director for the purposes of

notice.

SECTION 7. QUORUM. A majority of the authorized number of directors constitutes a quorum of the Board for

the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by

a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the

act of the Board, unless a greater number be required by law or by the Articles of Incorporation. A meeting at

which a quorum is initially present may continue to transact business notwithstanding the withdrawal of

directors, if any action taken is approved by at least a majority of the number of directors required as noted

above to constitute a quorum for such meeting.

SECTION 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board may

participate in a meeting through use of conference telephone or similar communications equipment, so long as

all members participating in such meeting can hear one another.

SECTION 9. WAIVER OF NOTICE. The transactions of any meeting of the Board, however called and noticed

or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum be

present and if, either before or after the meeting, each of the directors not present signs a written waiver of

notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or

approvals shall be filed with the corporate records or made part of the minutes of the meeting.

SECTION 10. ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may

adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned

meeting need not be given to absent directors if the time and place be fixed at the meeting being adjourned. If

the meeting is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time or place

shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of

adjournment.

SECTION 11. FEES AND COMPENSATION. Directors and members of committees may receive such

compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined

by the Board.

SECTION 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board may be

taken without a meeting if all members of the Board shall individually or collectively consent in writing to such

action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be

filed with the minutes of the proceedings of the Board.

SECTION 13. COMMITTEES. The board may appoint one or more committees, each consisting of two or more

directors, and delegate to such committees any of the authority of the Board except with respect to:

(a) The approval of any action which requires shareholders' approval or approval of the outstanding

shares;

(b) The filling of vacancies on the Board or on any committees;

(d) The amendment or repeal of bylaws or the adoption of new bylaws;

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so

amendable or repealable by a committee of the board;

(f) A distribution to the shareholders of the corporation;

(g) The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the authorized number of

directors and may be designated an Executive Committee or by such other name as the Board shall specify.

The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be

conducted. Unless the Board or such committee shall otherwise provide, the regular or special meetings and

other actions of any such committee shall be governed by the provisions of this Article applicable to meetings

and actions of the Board. Minutes shall be kept of each meeting of each committee.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS. The officers of the corporation shall be the Chief Executive Officer, a president, a

secretary and a Chief Financial Officer/ treasurer. The corporation may also have, at the discretion of the Board,

one or more vice-presidents, one or more assistant vice presidents, one or more assistant secretaries, one or

more assistant treasurers and such other officers as may be elected or appointed in accordance with the

provisions of Section 3 of this Article.

SECTION 2. ELECTION. The officers of the corporation, except such officers as may be elected or appointed in

accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall

serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal or

other disqualification from service, or until their respective successors shall be elected.

SECTION 3. SUBORDINATE OFFICERS. The Board may elect, and may empower the Chief Executive Officer

to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for

such period, have such authority, and perform such duties as are provided in these bylaws or as the Board, or

the Chief Executive Officer may from time to time direct.

SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by the

Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon

whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take

effect at the date of the receipt of such notice or at any later time specified therein. The acceptance of such

resignation shall be necessary to make it effective.

SECTION 5. VACANCIES. A vacancy of any office because of death, resignation, removal, disqualification, or

any other cause shall be filled in the manner prescribed by these bylaws for the regular election or appointment

to such office.

SECTION 6. CEO. The CEO shall be the chief executive officer and general manager of the corporation. The

CEO shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board at all

meetings of "the Board. The CEO has the general powers and duties of management usually vested in the chief

executive officer and the general manager of a corporation and such other powers and duties as may be

prescribed by the Board.

SECTION 7. PRESIDENT. In the absence or disability of the CEO, the President, shall perform all the duties of

the CEO, and when so acting shall have all the powers of, and be subject to all the restrictions upon the CEO.

The President shall have such other powers and perform such other duties as from time to time may be

prescribed for them respectively by the CEO or the Board.

SECTION 8. SECRETARY. The Secretary shall keep or cause to be kept, at the principal executive offices and

such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its

committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the

notice thereof given, the names of those present at Board and committee meetings, the number of shares

present or represented at shareholders' meetings, and proceedings thereof. The Secretary shall keep, or cause

to be kept, a copy of the bylaws of the corporation at the principal executive office of the corporation.

The Secretary shall keep, or cause to be kept, at the principal executive office, a share register, or a duplicate

share register, showing the names of the shareholders and their addresses, the number and classes of shares

held by each, the number and date of certificates issued for the same, and the number and date of cancellation

of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board

and any committees thereof required by these bylaws or by law to be given, shall keep the seal of the

corporation in safe custody, and shall have such other powers and perform such other duties as may be

prescribed by the Board.

SECTION 9. TREASURER. The Treasurer is the chief financial officer (CFO of the corporation and shall keep

and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and

financial-transactions of the corporation, and shall send or cause to be sent to the shareholders of the

corporation such financial statements and reports as are by law or these bylaws required to be sent to them.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with

such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation

as may be ordered by the Board, shall render to the CEO and directors, whenever they request it, an account of

all transactions as Treasurer and of the financial conditions of the corporation, and shall have such other powers

and perform such other duties as may be prescribed by the Board.

SECTION 10. AGENTS. The CEO, President, the Secretary or Treasurer may appoint agents with power and

authority, as defined or limited in their appointment, for and on behalf of the corporation to execute and deliver,

and affix the seal of the corporation thereto, to bonds, undertakings, recognizance, consents of surety or other

written obligations in the nature thereof and any said officers may remove any such agent and revoke the power

and authority given to him.

ARTICLE V

OTHER PROVISIONS

SECTION 1. DIVIDENDS. The Board may from time to time declare, and the corporation may pay, dividends on

its outstanding shares in the manner and on the terms and conditions provided by law, subject to any

contractual restrictions on which the corporation is then subject.

SECTION 2. INSPECTION OF BY-LAWS. The Corporation shall keep in its Principal executive Office the

original or a copy of these bylaws as amended to date which shall be open to inspection to shareholders at all

reasonable times during office hours. If the Principal Executive Office of the corporation is outside the State of

Nevada and the Corporation has no principal business office in such State, it shall upon the written notice of any

shareholder furnish to such shareholder a copy of these bylaws as amended to date.

SECTION 3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The CEO or any other officer

or officers authorized by the Board or the CEO are each authorized to vote, represent, and exercise on behalf of

the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the

name of the Corporation. The authority herein granted may be exercised either by any such officer in person or

by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

ARTICLE VI

INDEMNIFICATION

SECTION 1. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. Subject to the limitations of law, if any,

the corporation shall have the Power to indemnify any director, officer, employee and agent of the corporation

who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the

right of to procure a judgment in its favor) against expenses, judgments, fines, settlements and other amounts

actually and reasonably incurred in connection with such proceeding, provided that the Board shall find that the

director, officer, employee or agent acted in good faith and in a manner which such person reasonably believed

in the best interests of the corporation and, in the case of criminal proceedings, had no reasonable cause to

believe the conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction

or upon a plea of nolo contendere shall not, of itself create a presumption that such person did not act in good

faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that

such person had reasonable cause to believe such person's conduct was unlawful.

SECTION 2. INDEMNIFICATION IN ACTIONS BY OR ON BEHALF OF THE CORPORATION. Subject to the

limitations of law, if any, the Corporation shall have the power to indemnify any director, officer, employee and

agent of the corporation who was or is threatened to be made a party to any threatened, pending or completed

legal action by or in the right of the Corporation to procure a judgment in its favor, against expenses actually and

reasonable incurred by such person in connection with the defense or settlement, if the Board of Directors

determine that such person acted in good faith, in a manner such person believed to be in the best interests of

the Corporation and with such care, including reasonable inquiry, as an ordinarily, prudent person would use

under similar circumstances.

SECTION 3. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by

the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of

the officer, director, employee or agent to repay such amount unless it shall be determined ultimately that the

officer or director is entitled to be indemnified as authorized by this Article.

SECTION 4. INSURANCE. The corporation shall have power to purchase and maintain insurance on behalf of

any officer, director, employee or agent of the Corporation against any liability asserted against or incurred by

the officer, director, employee or agent in such capacity or arising out of such person's status as such whether

or not the corporation would have the power to indemnify the officer, or director, employee or agent against

such liability under the provisions of this Article.

ARTICLE VII

AMENDMENTS

These bylaws may be altered, amended or repealed either by approval of a majority of the outstanding shares

entitled to vote or by the approval of the Board; provided however that after the issuance of shares, a bylaw

specifying or changing a fixed number of directors or the maximum or minimum number or changing from a

fixed to a flexible Board or vice versa may only be adopted by the approval by an affirmative vote of not less

than two-thirds of the corporation's issued and outstanding shares entitled to vote.