ADDENDUM TO DEBT CONVERSION AND FUNDING AGREEMENT

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                                                                    EXHIBIT 10.2

                ADDENDUM TO DEBT CONVERSION AND FUNDING AGREEMENT

         This Addendum to Debt Conversion and Funding Agreement ("Addendum")

shall memorialize in writing the subsequent modifications and adjustments made

to that certain Debt Conversion and Funding Agreement dated September 30, 2004

is between ERF Wireless, Inc., a Nevada corporation, ("ERFW"), Eagle R. F.

International, Inc., a Texas corporation ("Company"), and Pauline Trust, Carson

Family Trust, HC1 Trust, Leopard Family Trust, Jauquine Trust and Bailey Trust

(collectively, the "Investors").

         WHEREAS, the Company desires to raise additional capital from the

Investors;

         WHEREAS, the Investors desire to make additional cash investments from

time to time for shares of ERFW's Series A Convertible Preferred Stock;

         NOW THEREFORE, in consideration of the foregoing and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

1. At December 31, 2004, the Investors had converted all of Investor's claims

($487,142.33) against the Company and delivered new funds ($262,857.67) for

1,500,000 shares of ERFW's Series A Convertible Preferred Stock (the

"Securities"). Stated differently, the parties have fully performed their

respective obligations under the Debt Conversion and Funding Agreement dated

September 30, 2004 and now desire to supplement that agreement by this Addendum

to allow the Investors to purchase additional shares of ERFW's Series A

Convertible Preferred Stock on similar terms and conditions.

2. From time to time, the Investors agree to deliver up to $750,000 in

additional funds to ERFW in exchange for additional Securities.

3. ERFW shall issue the Investors one (1) share of its Series A Convertible

Preferred Stock for every Fifty Cents ($.50) invested on or before December 31,

2005. For example, the Investors shall receive an additional 1,500,000 shares of

ERFW's Series A for an investment of $750,000.

4. The Investor understands and agrees that all securities will be issued with a

restrictive legend to the effect that: "THE SHARES REPRESENTED BY THIS

CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE

"ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER

THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED

EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT

TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO

BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY."

5. Private Transaction

         A. PRIVATE TRANSACTION. Investors and ERFW understand each that the

sale and exchange of securities contemplated herein constitutes a private,

arms-length transaction between a willing seller and a willing buyer without the

use or reliance upon a broker, distribution or securities underwriter.

         B. PURCHASE FOR INVESTMENT. Investors are not underwriters of, or

dealers in the securities to be exchanged hereunder. Further, each Investor is

acquiring the securities for investment purposes and not with a view to resell

the securities.

         C. INVESTMENT RISK. Because of each Investor's financial position and

other factors, the transaction contemplated by this Agreement may involve a high

degree of financial risk, including the risk that each Investor may lose its

entire investment in the securities.

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