EXHIBIT 10.34 ASSET PURCHASE AGREEMENT

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EXHIBIT 10.34

                            ASSET PURCHASE AGREEMENT
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THIS ASSET PURCHASE AGREEMENT (the "Agreement"), made and entered into as of
this 17 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 Network Operations, Inc., a Texas
corporation and wholly-owned subsidiary of Parent, ("Subsidiary").

As used in this Agreement, the term "Seller" means Momentum Online Computer
Services, Inc. and Momentum Online Internet Services, Inc. ("Momentum Online"),
Texas corporations headquartered in Blanco, Texas, and Robert C. McClung,
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, computer sales and repair 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
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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 (except a certain Toyota vehicle used by
                  Robert McClung) 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
                  Momentum Online), 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
                  be acquired by Momentum Online 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"):

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                  all corporate minute books, stock transfer books and other
                  documents relating to the organization, maintenance and
                  existence of Seller as a corporation ("Corporate Documents");

                  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: $1,200,000. 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.    $200,000 cash,
     2.    $100,000 (free-trading) shares (associated with a non-compete
          provision to be set forth in Employment Agreement),
     3.    $650,000 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 $250,000 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 twelve (12) calendar quarters, with the
          quarterly payments being in the amount of $23,475.78 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 a Security Agreement securing the faithful payment of the
          Note that will be executed simultaneously with the execution of the
          Note; 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 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.

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


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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, (iv) the $122,127.59 Blanco National Bank note # 11073
(3-year amortization), and (v) the Century Van and truck note(s) for $11,923.
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. With respect to the Blanco National
Bank note # 11073, Buyer and Seller will make all reasonable efforts to transfer
the note obligations to the Subsidiary, and/or otherwise remove any personal
guarantee obligations from Robert C. McClung. In the event such transfer and/or
removal of obligation does not take place within ninety (90) days after the
closing date, Parent agrees to retire the note or otherwise remove Robert C.
McClung and Momentum Online from any obligation associated with the note.

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, other than those specified in Section 1.5 above as included in
Assumed Liabilities.

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 the 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 10:00 a.m., on
October 17, 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(s), an amount equal to $200,000, in
U.S. Dollars,

(b) $100,000 (free-trading) shares of Parent (associated with a non-compete
provision to be set forth in Employment Agreement,

(c) $650,000 of Restricted Stock of the Parent, and

(d) an executed, Secured $250,000 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 Bobby "Mack" McClung incorporating
the provisions of Section 6.4.1 (c) of this Agreement.

Buyer shall have received from Seller all of the following:

A bill of sale including a complete listing of assets in the form of Exhibit 1,
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") ;

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An assignment and assumption agreement in the form of Exhibit 4 (the "Assignment
and Assumption Agreement"), duly executed by Seller;

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 36 month written Employment
Agreement with Bobby "Mack" McClung to serve as the Chairman and CEO of
Subsidiary, providing for a minimum of $12,500 per month salary plus benefits
and performance incentives, plus an auto allowance of $746.00 per month, as well
as directors and officers insurance coverage ("D&O Coverage") that is equal to
D&O Coverage provided to officers and directors of Parent. The Employment
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

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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.

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) with the exception of leases or bank notes, 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 obt