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                                              ===============================
                                               McAFEE & TAFT
                                               FOR DISCUSSION PURPOSES ONLY
                                               DRAFT OF:  January 25, 2000
                                               TIME:  2:00 p.m.
                                              ===============================


                      AGREEMENT TO PROVIDE INDEMNITY

       THIS AGREEMENT is made and entered into as of January 24, 2000 by and
among DOBSON COMMUNICATIONS CORPORATION, an Oklahoma corporation ("Dobson")
and DOBSON CC LIMITED PARTNERSHIP, an Oklahoma limited partnership ("DCCLP")
with reference to the following circumstances:

       A.  Dobson's board of directors has approved the distribution of the
stock of Logix Communications Enterprises, Inc. ("Logix") to the Shareholders
(the "Distribution").

       B.  Based on the opinion of Arthur Andersen LLP dated January 24 2000,
Dobson and DCCLP believe that Dobson will not incur any income tax resulting
from the Distribution, provided, among other things, DCCLP does not take, or
cause or permit Logix to take, on or before the second anniversary of the
Distribution, certain actions with respect to Logix or the capital stock of
Logix which DCCLP will receive in the Distribution (the "Logix Stock"), which
actions by DCCLP or Logix could cause Dobson to realize taxable income solely
as a result of the Distribution (a "Prohibited Action").

       C.  The parties desire to set forth their understanding and agreements
with respect to their respective rights and obligations if income tax is due
from Dobson as a result of a Prohibited Action.

       NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:

       1.     SHAREHOLDER AGREEMENT.  DCCLP agrees prior to taking or causing
or permitting Logix to take a Prohibited Action that results in Dobson
incurring taxable income from the Distribution pursuant to Section 355(e) of
the Internal Revenue Code of 1986, as amended (the "Code") DCCLP shall either

              a)     Satisfy itself by reasonable means that the fair market
                     value of Logix at the time of the Distribution, as
                     estimated in good faith by the Board of Directors of
                     Dobson, does not exceed the sum of Dobson's tax basis in
                     Logix and/or the Logix stock, for federal income tax
                     purposes, at the time of the Distribution plus the
                     aggregate net operating losses of Dobson legally available
                     to offset against such taxable income PLUS PENALTIES OR
                     INTEREST THEREON; or

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              b)     Cause Logix to enter into and execute an indemnity
                     agreement with Dobson (the "Indemnity Agreement")
                     reasonably satisfactory to Dobson, whereby Logix will
                     indemnify Dobson for any income tax, together with any
                     penalties or interest thereon (collectively, the "Income
                     Tax"), incurred by Dobson under Section 355(e) of the Code
                     solely attributable to the Distribution and arising as a
                     result of a Prohibited Action and Logix is financially
                     capable of performing its obligations under the Indemnity
                     Agreement.

DCCLP or its representative must certify as to the existence of facts or
circumstances necessary to meet Section 1(a) and 1(b) above prior to
consummating a Prohibited Action.  Any Indemnity Agreement executed by Logix
and Dobson pursuant to Section 1(b) above will contain terms mutually
agreeable to Dobson and DCCLP.  For purposes of calculating any income tax
liability under Section 1(b) above, the amount of income taxes will be
determined after the application of the aggregate net operating losses of
Dobson legally available to offset taxable income incurred under Section
355(e) of the Code as a result of the Distribution.

       2.    PROCEDURE.  If a Taxing Authority claims that Dobson must pay
income tax as a result of a Prohibited Action for which Logix is responsible
under the Indemnity Agreement, DCCLP shall have control over the defense or
prosecution of any proceedings related to such claim (a "Claim").  DCCLP
shall not have the right to settle any Claim unless Dobson would be released
of any and all liability with respect to the facts giving rise to the Claim.
DCCLP shall give Dobson five (5) days notice prior to settling any such Claim
and Dobson shall have the right to approve or reject the settlement of such
Claim; provided, however, that if the settlement provides that Dobson shall
be relieved from all tax liability with respect to the facts giving rise to
the Claim, then upon rejection of the settlement of any such Claim, Dobson
shall assume control of the defense or prosecution of such Claim, at its sole
cost and expense from that point forward, and the liability of Logix with
respect to such Claim as finally resolved shall be limited to the monetary
equivalent of the rejected settlement amount concerning such Claim.  Dobson
shall retain the right to employ its own counsel and discuss matters with
Logix related to the defense or prosecution of any such Claim controlled by
Logix.  Dobson shall be solely responsible for its own costs and expenses in
connection with such participation; provided, however, that all decisions of
DCCLP shall be final and that Dobson shall cooperate with DCCLP in all
respects in defense of such Claim, including refraining from taking any
position adverse to DCCLP for so long as DCCLP has complied with Section 1(b)
hereof.

       3.    GOVERNING LAW.  This Agreement shall governed by, and construed
in accordance with, the laws of the State of Oklahoma.

       4.    BINDING EFFECT.  This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and assigns.


       5.    ENTIRE AGREEMENT.  This Agreement constitutes the complete and
exclusive agreement between the parties hereto with respect to the subject
matter hereof and supersedes all

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prior agreements, understandings, and representations (oral, written,
implied, or expressed), with respect to such subject matter.

       2.    COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
taken together shall constitute one and the same instrument.

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       DATED the day and year first above written.

DOBSON:                            DOBSON COMMUNICATIONS CORPORATION,
                                   an Oklahoma corporation

                                   By
                                     ------------------------------------------
                                     Everett R. Dobson, Chairman of the Board
                                     and Chief Executive Officer

DCCLP:                             DOBSON CC LIMITED PARTNERSHIP

                                   By:  RLD, INC., General Partner


                                         By
                                           ------------------------------------
                                           Everett R. Dobson, President


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