EXHIBIT 4.1

                    AMENDMENT NO. 1 TO THE 2004 NON-QUALIFIED
                             STOCK COMPENSATION PLAN


This  Amendment No. 1 to the 2004  Non-Qualified  Stock  Compensation  Plan (the
"Plan") of ERF Wireless,  Inc. (the "Company") is made as of the 25th day of May
2007 and reads as follows:

         1.       Except as otherwise  modified hereby, the terms and provisions
                  of the Plan  shall  remain in full force and  effect.  Defined
                  terms  herein  shall have the same meaning as set forth in the
                  Plan. Unless otherwise expressly referred to herein, reference
                  to various sections, schedules and exhibits shall refer to the
                  schedules and exhibits attached to the Plan, as applicable.

         2.       Section 4.1 of the Plan shall be replaced in its entirety with
                  the following:

                  "4.1 The total number of shares of the Company  available  for
                  grants of Stock  Options and Common Stock under the Plan shall
                  be  Ten  Million   (10,000,000)  Common  Shares,   subject  to
                  adjustment  in  accordance  with Article 7 of the Plan,  which
                  shares may be either  authorized  but  unissued or  reacquired
                  Common Shares of the Company."

         IN  WITNESS  WHEREOF  the  party  below  has  executed  this  Amendment
effective as of the date first set forth above.


                                    ERF WIRELESS, INC.


                                    By: /s/ H. Dean Cubley
                                        ----------------------------------------
                                         H. Dean Cubley, Chief Executive Officer


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