ASSET PURCHASE AGREEMENT

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EXHIBIT 10.35

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement"), made and entered into as of

this 31st day of October, 2007, by and between the Buyer, as defined below, and

the Seller, as defined below.

As used in this Agreement, the term "Buyer" includes ERF Wireless, Inc., a

Nevada corporation ("Parent"), and ERF Wireless Bundled Services, Inc., a Texas

corporation and wholly-owned subsidiary of Parent, ("Subsidiary").

As used in this Agreement, the term "Seller" means TSTAR Internet, Inc.

("TSTAR"), a Texas corporation headquartered in Marble Falls, Texas, and George

H. "Butch" Kemper, jointly addressed as the Seller.

W I T N E S S E T H:

WHEREAS, Seller presently operates a business engaged in providing a

comprehensive full range of Internet services including Internet Access,

dial-in, ISDN, wireless, and networking solutions to commercial businesses and

residential customers (the "Business"); and

WHEREAS, Seller desires to sell substantially all of the assets and contracts of

the Business to Buyer, and Buyer desires to purchase such assets and contracts

from Seller, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, Buyer and Seller, in consideration of the mutual promises

hereinafter set forth, do hereby promise, and agree as follows:

ARTICLE ONE: ASSETS TO BE PURCHASED

1.1 SUBJECT ASSETS. Upon the terms and subject to the conditions set forth in

this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby

purchases from Seller, at the Closing, all of Seller's right, title, and

interest in substantially all of the assets associated with the Business,

including the following:

Substantially all of the assets associated with the Business, including

all cash, cash equivalents, accounts (including, without limitation, any

accounts, deposit accounts, inventory, equipment, vehicles, goods,

documents, instruments (including, without limitation, promissory notes),

contract rights including ISP Subscriber Agreements, general intangibles,

chattel paper, supporting obligations, investment property (including,

without limitation, all equity interests owned by Seller),

letter-of-credit rights, trademarks, trademark applications, trade

styles, patents, patent applications, copyrights, copyright applications

and other intellectual property in which Seller now has or hereafter may

acquire any right, title or interest, all proceeds and products thereof

(including, without limitation, proceeds of insurance), all documents,

files and records containing technical support, all additions, accessions

and substitutions thereto or therefore and other information pertaining

to the operation of the business (collectively, "Purchased Assets").

Documentation that will be provided pursuant to the purchase will include copies

of the following books, records, manuals and other materials in any tangible

form to the extent relating to the Business and/or the Subject Assets: records

relating to customers that are parties to any contracts, records relating to

vendors, and all other books, records, files, correspondence, documents and

information owned by Seller relating to the Business that are currently in the

possession of the employees of the Business, however maintained or stored

(collectively, the "Records"), it being understood that the Seller may cause to

be deleted confidential information that does not relate to the Subject Assets

or the Business.

1.2 EXCLUDED ASSETS. The Subject Assets shall not include the following (herein

referred to as the "Excluded Assets"):

all corporate minute books, stock transfer books and other documents

relating to the organization, maintenance and existence of Seller as a

corporation ("Corporate Documents");

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all rights of Seller pursuant to this Agreement, including the

consideration paid to Seller pursuant to this Agreement;

all originals of personnel records and other records that Seller is

required by applicable law to retain in its possession;

all tax refunds which Seller is due;

all capital stock in Seller; and

any other item specifically listed in Schedule 1.2.

1.3 PURCHASE PRICE; PAYMENT OF PURCHASE PRICE. In addition to the Assumed

Liabilities described below, the aggregate consideration for the Subject Assets

(the "Purchase Price") shall be the amount equal to: $1,100,000. The Purchase

Price shall be subject to adjustment as set forth in Section 1.7 below as so

adjusted.

1.4 PAYMENT TERMS. The Purchase Price shall be payable at the Closing date as

follows:

1. $175,000 cash,

2. $100,000 (free-trading) shares (associated with a non-compete

provision to be set forth in Consulting Agreement),

3. $475,000 of Restricted Stock of the Parent (with the number of

shares of Restricted Stock determined by using a stock price of

the 10-day trailing average prior to closing); and

4. the execution of a $350,000 Secured Promissory Note ("Note") (the

amount subject to any adjustments from section 1.7 herein) from

Parent having the following terms and other terms that may be

mutually agreed to by the parties: (i) the annual rate of interest

on the unpaid portion shall be 7.5% per annum; (ii) payments of

accrued interest and principal shall be made over ten (10)

calendar quarters, with the quarterly payments being in the amount

of $38,254.08 and the first payment beginning 90 days after

Closing. (iii) Purchaser may prepay the Note at any time without

penalty; (iv) Purchaser and Seller shall enter into Security and

Guaranty Agreements granting Seller a first lien security interest

in the Purchased Assets securing the faithful payment of the Note

and Consulting Agreement that will be executed simultaneously with

the execution of the Note and Consulting Agreement; and (v) in the

event of default, Seller may take actions necessary to protect its

interest, as provided in the Note and Security Agreement. The

Purchaser may elect to make the quarterly payments in cash or

Freely Tradable common stock of the Parent. Should the Purchaser

elect to pay the quarterly payments in Freely Tradable common

stock of the Parent, the Parent will execute a Guaranty Agreement,

in form and substance satisfactory to Seller, that shall guarantee

the Seller the underlying value of the common stock as of the

quarterly payment due date for a period of 60 days from the

payment date. Freely Tradable common stock shall mean fully

registered securities which are not subject to any contractual,

regulatory or other legal restrictions on their transfer, are free

and clear of all liens and encumbrances and are freely tradable to

members of the general public. The quarterly note payments shall

be subject to offset to address any indemnification claims which

may arise. Parent agrees to grant Seller piggy-back registration

rights to all Restricted Stock issued to Seller as part of the

Definitive Agreements and will agree to provide its transfer agent

with an opinion letter and instructions to remove the restricted

legend from Seller's shares in accordance with SEC Rule 144.

In accordance with the Pledge and Security Agreement in Exhibit 1.4 to this

Agreement, Parent agrees to guarantee the faithful payment of the Purchase Price

by pledging Buyer the common stock of Subsidiary back to Seller through the date

that the Purchase Price (including all components and payment terms of the

Purchase Price) has been paid in full.

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1.5 ASSUMED LIABILITIES; NO OTHER ASSUMPTION OF LIABILITIES. As partial

consideration for the Subject Assets, Subsidiary shall deliver to Seller at

Closing an Assignment and Assumption Agreement pursuant to which Subsidiary

shall assume and pay, perform or discharge, as appropriate, the liabilities and

obligations of Seller (the "Assumed Liabilities") (i) arising in connection with

the operation of the Business by the Subsidiary after the Closing date, (ii)

arising after the Closing date in connection with the performance by the

Subsidiary of the contracts and agreements associated with the Business assigned

to Subsidiary, including the ISP Subscriber Contracts, office lease and

utilities in effect pertaining to the Business, equipment and tower leases, and

the Equipment Purchase, Monitoring and Maintenance Agreements in existence with

customers, (iii) accounts payable outstanding or accrued as of the closing date

as limited and subject to the adjustments set forth in section 1.7 - Adjustments

to Purchase Price, and (iv) the Chase Automotive Finance note for approximately

$12,846.85. Subsidiary shall not assume or be responsible for any such

liabilities or obligations that arise from breaches thereof or defaults by

Seller prior to the Closing, all of which liabilities and obligations shall

constitute "Specified Retained Liabilities" and all such liabilities shall

either be retained by Seller or be fully paid prior to Closing.

Except for the Assumed Liabilities, Buyer shall not assume or be obligated

under, or become liable for, any debt, liability, contract or obligation

whatsoever of Seller or the Business, and Seller shall be responsible for the

payment or performance and full discharge of all debts, liabilities, contracts

and obligations whatsoever of Seller, including those of the Business accruing

prior to the Closing and the Specified Retained Liabilities. In particular (and

by way only of example and not by way of limitation), Seller shall be and remain

solely responsible for, and shall timely pay or perform and discharge, all

debts, liabilities, contracts and obligations with respect to the Business other

than the Assumed Liabilities (collectively, together with those liabilities and

obligations described in Section 2.2 as constituting the same, "Specified

Retained Liabilities"): (i) ) any tax liability or obligation relating to

transactions or periods prior to and including the Closing Date (but excluding

any sales, use, transfer or other tax obligation resulting from the transactions

contemplated by this Agreement, which Subsidiary hereby agrees to be responsible

for); (ii) any liability or obligation to Seller's employees for salaries and

wages whether relating to the termination of their employment or otherwise

arising, relating to periods prior to and including the Closing,; and (iii) any

legal claim or any other liability or obligation whatsoever incurred by Seller

relating to the Business for periods or occurrences prior to and including the

Closing Date.

1.6 ALLOCATION OF PURCHASE PRICE. Seller and Buyer shall cooperate to determine

(in accordance with applicable U.S. Treasury regulations promulgated under

Section 1060 of the U.S. Internal Revenue Code, as amended, the allocation of

the Purchase Price and the liabilities of Seller (plus other relevant items)

among the Subject Assets as of the Closing Date. Such allocation shall be made

in a manner consistent with the fair market value of such assets. Each of the

parties will file all tax returns and information reports (including the IRS

Form 8594 and any disclosures that are required under Section 1060 of the

Internal Revenue Code) in a manner consistent with such allocation.

1.7 ADJUSTMENTS TO PURCHASE PRICE. The Purchase Price shall be subject to the

following additional credits and adjustments (either as additions or reductions

to the Purchase Price, as the case may be), which shall be reflected in the

closing statements to be executed and delivered by Buyer and Seller as

hereinafter provided: (a) Cash plus accounts receivable plus any prepaid

expenses, (including but not limited to taxes and other similar items directly

related to the Assumed Liabilities which shall be prorated at Closing) less (b)

trade accounts payable. The amount of this adjustment shall be identified as

Purchase Price Adjustment (PPA). At the end of a ninety-day period immediately

after Closing, Purchaser and Seller shall review the PPA and revise it as

follows:

>> Reduce or increase the PPA as the case may be by an amount equal

to any customer accounts receivable purchased at Closing that are

deemed uncollectible or understated;

>> Decrease or increase the PPA as the case may be by an amount equal

to any increase in the accounts payable assumed by Purchaser at

Closing which resulted from such accounts payable having been

understated-yet-due by Seller as of the Closing date or

overstated.

Purchaser and Seller shall review this revision and upon mutual agreement, the

amount of the Secured Promissory Note described in the next section may be

increased or decreased, and the subsequent monthly note payments shall be made

based on this revised note amount.

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ARTICLE TWO: CLOSING

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2.1 TIME AND PLACE OF CLOSING; CLOSING DELIVERIES. The closing of the purchase

and sale contemplated herein (the "Closing") shall take place at 11:00 a.m., on

October 31, 2007 at the offices of Parent, located at League City, Texas, or

such time and date as the parties may agree upon. The date of Closing is

hereinafter referred to as the "Closing Date."

At the Closing, Seller shall deliver to Buyer according to Buyer's instructions:

(a) by wire transfer or certified bank check, an amount equal to $175,000, in

U.S. Dollars,

(b) $100,000 (free-trading) shares of Parent (associated with a non-compete

provision to be set forth in Consulting Agreement,

(c) $475,000 of Restricted Stock of the Parent, and

(d) an executed, Secured $350,000 Promissory Note and Pledge and Security

Agreement; and

(e) the documents, certificates, agreements and instruments described in Section

2.2. Buyer shall deliver to Seller the documents, certificates, agreements and

instruments described in Sections 2.2 and 2.3.

2.2 CONDITIONS PRECEDENT TO BUYER'S OBLIGATION. The obligation of Buyer to

consummate the transactions contemplated herein is subject to the satisfaction

(or, in Buyer's sole discretion, written waiver thereof) as of the Closing of

the following conditions:

The representations and warranties of Seller made in this Agreement shall be

true and correct in all material respects at Closing.

No demand, action, suit, audit, investigation, review, claim or other legal or

administrative proceeding (collectively, a "Proceeding") by any nation or

government, any state or other political subdivision thereof, including any

governmental agency, department, commission, or instrumentality of the United

States, any State of the United States or any political subdivision thereof or,

any self-regulatory agency or authority (collectively, "Governmental Authority")

or other person shall have been instituted or threatened against Seller which

seeks to enjoin, restrain or prohibit, or which questions the validity or

legality of, the transactions contemplated hereby or which otherwise seeks to

affect or could reasonably be expected to affect the transactions contemplated

hereby.

Seller's shareholders shall have approved this Agreement and the transactions

contemplated thereby.

Seller shall have performed in all material respects its obligations described

in Section 5.1.

Seller shall have delivered audited financial statements from an accounting firm

acceptable to Buyer at Closing that includes financial years 2005, 2006 and the

applicable year-to-date results for 2007.

Seller shall have executed and delivered, subject to Closing, a 3 year

non-competition agreement between Parent and George H. "Butch" Kemper and except

for providing services to benefit the Buyer, that Butch Kemper will agree not to

compete in the Internet Access industry until 3 years from the Closing, with

commercially reasonable geographic restrictions.

Buyer shall have received from Seller all of the following:

A bill of sale including a complete listing of assets, in form and substance

satisfactory to Buyer, duly executed by Seller (collectively, the "Bill of

Sale"), conveying to Buyer the Subject Assets free and clear of all pledges,

security interests, or other similar liens granted by Seller and free and clear

of all other adverse claims of any kind whatsoever known by Seller

(collectively, "Encumbrances"), except (i) encumbrances for taxes, the payment

of which is not delinquent, (ii) materialmen's, warehousemen's, mechanic's,

lender's, lessor's, or other Encumbrances arising by operation of law in the

ordinary course of business for sums not due and which do not materially detract

from the value of such assets or properties or materially impair the operation

of the Business, and (iii) statutory Encumbrances incurred in the ordinary

course of business in connection with worker's compensation, unemployment

insurance or other forms of governmental insurance or benefits (collectively

"Permitted Encumbrances") ;

An assignment and assumption agreement in the form of Exhibit 4 (the "Assignment

and Assumption Agreement"), duly executed by Seller;

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Trademark, copyright and other intellectual property assignment documents

reasonably requested by Buyer to fully effectuate use or transfer of the

intellectual property within the Subject Assets, each duly executed by Seller;

Actual or constructive physical possession of all of the Subject Assets and the

Records; A certificate of the Secretary of Seller certifying, as complete and

accurate as of the Closing, attached copies of the governing documents of

Seller, certifying and attaching all requisite resolutions or actions of

Seller's board of directors and shareholders approving the execution and

delivery of this Agreement and the consummation of the contemplated transactions

and the change of name contemplated by Section 1.1 and certifying to the

incumbency and signatures of the officers of Seller executing this Agreement and

any other document relating to the contemplated transactions and accompanied by

the requisite documents for amending the relevant governing documents of Seller

required to effect such change of name in form sufficient for filing with the

appropriate Governmental Body; and

A legal opinion from Seller's counsel that (1) Seller is bound by this Agreement

and (2) subject to Closing, the Bill of Sale and Assignment and Assumption

Agreement are in a form legally sufficient to convey to Buyer the Subject Assets

free and clear of all Encumbrances, except Permitted Encumbrances.

2.3 CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS. The obligation of Seller to

consummate the transactions contemplated hereby is subject to satisfaction as of

the Closing of the following conditions (or, in the sole discretion of Seller,

written waiver thereof):

The representations and warranties of Buyer made in this Agreement shall be true

and correct in all material respects at Closing.

No proceeding by any Governmental Authority or other person shall have been

instituted or threatened against Buyer which seeks to enjoin, restrain or

prohibit, or which questions the validity or legality of, the transactions

contemplated hereby or which otherwise seeks to affect or could reasonably be

expected to affect the transactions contemplated hereby.

Buyer's operations have been in compliance with all applicable laws and

regulations that could have a material adverse impact on the Business.

Buyer shall have performed in all material respects its obligations described in

Section 5.1 and elsewhere in this Agreement.

Subsidiary shall have entered, subject to Closing, a 3 month written Consulting

Agreement with George H. "Butch" Kemper providing for a minimum of $10,000 per

month compensation for the purpose of assisting in the integration of Seller

into Buyer. The Consulting Agreement shall include, as partial consideration of

the assets purchased, a 3-year non-competition agreement.

Seller shall have received from Buyer all of the following:

The Purchase Price (including the Secured Promissory Notes, and Pledge and

Security Agreements, all duly executed by Buyer) as provided in Sections 1.4 and

2.1; and

The Assignment and Assumption Agreement, duly executed by Subsidiary;

A certificate of the Secretary of each of Parent and Subsidiary certifying, as

complete and accurate as of the Closing, attached copies of the governing

documents of Parent and Subsidiary as amended and restated, respectively, and

certifying and attaching all requisite resolutions or actions of Buyer's board

of directors approving the execution and delivery of this Agreement and the

consummation of the contemplated transactions and certifying to the incumbency

and signatures of the officers of Buyer executing this Agreement and any other

document relating to the contemplated transactions; and

A legal opinion from Buyer's counsel that (1) Buyer is bound by this Agreement

and (2) subject to Closing, Subsidiary is obligated for the Assumed Liabilities

and Buyer is obligated under the Secured Promissory Notes, Pledge and Security

Agreements and Stock Value Guaranty Agreements and under this Agreement for the

balance of the Purchase Price.

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2.4 CONSENTS AND OTHER CONDITIONS TO CLOSING. It shall also be a condition

precedent to closing that:

(a) Buyer and Seller shall have obtained all necessary material

consents or approvals from all governmental or regulatory

authorities that are necessary to acquire the Subject Assets and

to continue the historical operations of the Seller in the

Subsidiary;

(b) Seller shall not be involved in or threatened with any litigation

that would have a material adverse effect on the Subject Assets;

(c) an environmental inspection (where applicable) by a licensed

environmental inspection firm selected and paid solely by Parent

or Subsidiary shall have reasonably determined the Subject Assets

to be free from significant environmental liabilities;

Seller shall have obtained all necessary consents from any utility companies,

landlords, lenders, suppliers and other third parties in connection with the

material contracts described in Exhibit 5 to be assumed by Subsidiary at Closing

("Material Consents"). If there are any Material Consents that have not yet been

obtained (or otherwise are not in full force and effect) as of the Closing, in

the case of each Seller contract as to which such Material Consents were not

obtained (or otherwise are not in full force and effect) (the "RESTRICTED

MATERIAL CONTRACTS"), Buyer may waive the closing conditions as to any such

Material Consent and either:

(i) elect to have Seller continue its efforts to obtain the Material

Consents; or

(ii) elect to have Seller retain that Restricted Material Contract and

all Liabilities arising therefrom or relating thereto.

If Buyer elects to have Seller continue its efforts to obtain any Material

Consents and the Closing occurs, notwithstanding Sections 1.1 and 1.5, neither

this Agreement nor the Assignment and Assumption Agreement nor any other

document related to the consummation of the contemplated transactions shall

constitute a sale, assignment, assumption, transfer, conveyance or delivery or

an attempted sale, assignment, assumption, transfer, conveyance or delivery of

the Restricted Material Contracts, and following the Closing, the parties shall

use Best Efforts (other than that Seller and Buyer shall have no obligation to

offer or pay any consideration in order to obtain any such Material Consents),

and cooperate with each other, to obtain the Material Consent relating to each

Restricted Material Contract as quickly as practicable. Pending the obtaining of

such Material Consents relating to any Restricted Material Contract, the parties

shall cooperate with each other in any reasonable and lawful arrangements

designed to provide to Buyer the benefits of use of the Restricted Material

Contract for its term (or any right or benefit arising thereunder, including the

enforcement for the benefit of Buyer of any and all rights of Seller against a

third party thereunder). Once a Material Consent for the sale, assignment,

assumption, transfer, conveyance and delivery of a Restricted Material Contract

is obtained, Seller shall promptly assign, transfer, convey and deliver such

Restricted Material Contract to Buyer, and Buyer shall assume the obligations

under such Restricted Material Contract assigned to Buyer from and