<PAGE>


                                                                           F-2


    THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THE
DISTRIBUTION HEREOF OR OF THE COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON
EXERCISE HEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE RULES
AND REGULATIONS THEREUNDER.  NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE
UPON EXERCISE HEREOF MAY BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR
UPON RECEIPT BY THE COMPANY OF AN OPINION SATISFACTORY AS TO FORM, SCOPE AND
SUBSTANCE OF COUNSEL ACCEPTABLE TO THE COMPANY AS TO AN EXEMPTION THEREFROM.


                            Common Stock Purchase Warrant


250,000  Shares                                             September 14, 1996


    PITTENCRIEFF COMMUNICATIONS, INC., a Delaware corporation (the "Company"),
for value received, hereby certifies that FMR Corp, a Massachusetts corporation,
or registered assigns, is entitled to purchase, except to the extent hereinafter
referred to, from the Company 250,000 duly authorized, validly issued, fully
paid and nonassessable shares (the "Warrant Shares") of Common Stock, par value
$.01 per share (the "Common Stock"), of the Company at the purchase price per
share of $4.725 (the "Exercise Price"), at any time or from time to time prior
to 5:00 P.M., Boston, Massachusetts time, on September 14, 2006 (the "Expiration
Date"), all subject to the terms and conditions set forth below in this Warrant.

    This Warrant together with any such warrants issued in substitution
therefor, is referred to herein as the "Warrants").

    SECTION 1.  REGISTRATION.  The Company shall number and register this
Warrant (and any other warrants issued in substitution hereof) in a register as
they are issued.  The Company may deem and treat the registered holders of the
Warrants as the absolute owners thereof (notwithstanding any notation of
ownership or other writing thereon made by anyone) for all purposes and shall
not be affected by any notice to the contrary.  Notwithstanding the foregoing, a
Warrant, if properly assigned, may be exercised by a new holder without a new
Warrant first having been issued.

    SECTION 2.  REGISTRATION OF TRANSFER AND EXCHANGES.  The Company shall from
time to time register the transfer of the Warrants in a Warrant register to be
maintained by the Company upon surrender thereof accompanied by a written
instrument or instruments of transfer in form reasonably satisfactory to the
Company, duly executed by the registered holder or holders thereof or by the
duly

<PAGE>

appointed legal representative thereof or by a duly authorized attorney and
upon receipt of any applicable transfer taxes or evidence satisfactory to the
Company that no such tax is due.  Upon any such registration of transfer, a
new Warrant shall be issued to the transferee(s) and the surrendered Warrant
shall be canceled and disposed of by the Company.

    If such a transfer is not made pursuant to an effective Registration
Statement under the Securities Act of 1933, as amended (the "Securities Act"),
the Warrant holder will, if requested by the Company, deliver to the Company an
opinion of counsel, which counsel and opinion shall be satisfactory in form,
scope and substance to the Company, that the Warrants may be sold publicly
without registration under the Securities Act, as well as:

         (a)  an investment covenant satisfactory to the Company signed by the
    proposed transferee;

         (b)  an agreement by such transferee to the impression of the
    restrictive investment legend set forth at the beginning of this Warrant;
    and

         (c)  an agreement by such transferee to be bound by the provisions of
this Warrant.

    This Warrant may be exchanged at the option of the holder(s) hereof, when
surrendered to the Company at its office designated for such purpose (the
address of which is set forth in Section 8) for another Warrant or other
Warrants of like tenor and representing in the aggregate a like number of
Warrants, including, without limitation, upon an adjustment in the number of
Warrant Shares purchasable upon exercise of this Warrant. Warrants surrendered
for exchange shall be canceled and disposed of by the Company.

    SECTION 3.  WARRANTS: EXERCISE OF WARRANTS.  Subject to the terms of this
Warrant, the holder of the Warrants shall have the right, which may be exercised
at any time prior to the Expiration Date, to receive from the Company the number
of fully paid and nonassessable Warrant Shares which the holder may at the time
be entitled to receive on such exercise and payment of the Exercise Price then
in effect for such Warrant Shares.  No adjustments as to dividends will be made
upon exercise of the Warrants.

    This Warrant may be exercised upon surrender hereof to the Company at its
office designated for such purpose (the address of which is set forth in Section
8) with the form of election to purchase attached hereto duly filled in and
signed, upon payment to the Company of the Exercise Price per Warrant Share, for
the number of Warrant Shares in respect of which this Warrant is then exercised.
Payment of the aggregate Exercise Price shall be made (a) in cash or by
certified or bank cashier's check payable to the order of the Company, or (b) by
delivery to the Company of that number of shares of Common Stock having a Fair
Market Value (as hereinafter defined) equal to the then applicable Exercise
Price multiplied by the number of Warrant Shares then being purchased.  In the
alternative, this Warrant may be exercised on a net basis, such that, without
the exchange of any funds, the holder of this Warrant receives that number of
Warrant Shares subscribed to less that number of shares of Common Stock having
an aggregate Fair Market Value at the time of exercise



                                    -2-

<PAGE>

equal to the aggregate Exercise Price that would otherwise have been paid by
such holder for the number of Warrant Shares subscribed to.  As used herein
the term "Fair Market Value", on a per share basis, means the Closing Price
of the Common Stock on the Date of Exercise.  As used herein, the term "Date
of Exercise" with respect to any Warrant means the date on which such Warrant
is exercised as provided herein. For purposes of this Warrant, the "Closing
Price" for any date shall mean the last sale price reported in the WALL
STREET JOURNAL or other trade publication regular way or, in case no such
reported sale takes place on such date, the average of the last reported bid
and asked prices regular way, in either case on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading if that is the principal market for the Common Stock, or, if not
listed or admitted to trading, on any national securities exchange or if such
national securities exchange is not the principal market for the Common
Stock, the last sale price as reported by the National Association of
Securities Dealers, Inc. Automated National Market System ("NASDAQ") or its
successor, if any, or, if the Common Stock is not so reported, the average of
the reported bid and asked prices in the over-the-counter market, as
furnished by the National Quotation Bureau, Inc., or if such firm is not then
engaged in the business of reporting such prices, as furnished by any similar
firm then engaged in such business and selected by the Company or, if there
is no such firm, as furnished by any NASD member selected by the Company or,
if the Common Stock is not quoted in the over-the-counter market, the fair
value thereof determined in good faith by the Company's Board of Directors as
of a date which is within fifteen (15) days of the date as of which the
determination is to be made.

    Subject to the provisions of Section 4, upon such surrender of this Warrant
and payment of the Exercise Price, the Company shall issue and cause to be
delivered with all reasonable dispatch (and in any event within ten (10)
business days) to or upon the written order of the holder, and in the name of
this Warrant holder or its nominee, a certificate or certificates for the number
of full Warrant Shares issuable upon such exercise together with such other
property (including cash) and securities as may be then deliverable upon such
exercise.  Such certificate or certificates shall be deemed to have been issued
and the person so named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the surrender of this Warrant
and payment of the Exercise Price.

    This Warrant shall be exercisable, at the election of the holder hereof,
either in full or from time to time in part, and, in the event that this Warrant
is exercised in respect of fewer than all of the Warrant Shares issuable on such
exercise at any time prior to the Expiration Date, a new Warrant evidencing the
remaining Warrant or Warrants will be issued and delivered pursuant to the
provisions of this Section and of Section 4.

    The Company shall not be required to issue fractional Warrant Shares on the
exercise of Warrants.  If more than one Warrant shall be presented for exercise
in full at the same time by the same holder, the number of full Warrant Shares
which shall be issuable upon the exercise thereof shall be computed on the basis
of the aggregate number of Warrant Shares purchasable on exercise of the
Warrants so presented.  If any fraction of a Warrant Share would, except for the
provisions of this Section, be issuable on the exercise of any Warrants (or
specified portion thereof), the



                                    -3-

<PAGE>

Company shall pay an amount in cash equal to the Exercise Price on the day
immediately preceding the date the Warrant is presented for exercise,
multiplied by such fraction.

    All Warrants surrendered upon exercise shall be canceled and disposed of by
the Company.  The Company shall keep copies of this Warrant and any notices
received hereunder available for inspection by the normal business hours at its
office until the sixth anniversary of the date of exercise.

    SECTION 4.  PAYMENT OF TAXES.  The Company will pay all stamp taxes in
connection with the issuance, sale, delivery or transfer of the Warrants, as
well as all such taxes attributable to the initial issuance of Warrant Shares
upon the exercise of this Warrant and payment of the Exercise Price.

    SECTION 5.  MUTILATED OR MISSING WARRANTS.  In case any of the Warrants
shall be mutilated, lost, stolen or destroyed, upon delivery of an indemnity
agreement or security satisfactory to the Company in form, scope, substance and
amount, the Company shall issue, in exchange and substitution for and upon
cancellation of the mutilated Warrants or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing
an equivalent number of Warrants.

    SECTION 6.  RESERVATION OF WARRANT SHARES.  The Company will at all times
reserve and keep available, free from preemptive or similar rights, out of the
aggregate of its authorized but unissued capital stock or its authorized and
issued capital stock held in its treasury, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the
maximum number of shares of each class of capital stock constituting a part of
the Warrant Shares which may then be deliverable upon the exercise of all
outstanding Warrants.  The Company shall cause all Warrant Shares of each class
of Common Stock or other securities reserved for issuance upon exercise of the
Warrants to be listed (or to be listed subject to notice of issuance) on each
securities exchange or automated quotation system, if any, on which such shares
of Common Stock or any such other securities are listed.

    The Company or, if appointed, the transfer agent for shares of each class
of Common Stock (the "Transfer Agent") and every subsequent transfer agent for
any shares of the Company's capital stock issuable upon the exercise of the
Warrants will be irrevocably authorized and directed at all times to reserve
such number of authorized shares as shall be required for such purpose.  The
Company will keep a copy of this Warrant on file with the Transfer Agent and
with every subsequent transfer agent for any shares of the Company capital stock
issuable upon the exercise of the rights of purchase represented by the
Warrants. The Company will furnish such Transfer Agent a copy of all notices of
adjustments, and certificates related thereto, transmitted to each holder
pursuant to Section 7.

    The Company covenants that all Warrant Shares which may be issued upon
exercise of Warrants will, upon payment of the Exercise Price therefor and
issue, be validly issued, fully paid,



                                    -4-

<PAGE>

nonassessable, free of preemptive or similar rights and free from all taxes,
liens, charges and security interests with respect to the issue thereof.

    SECTION 7.  ADJUSTMENTS, NOTICES AND OTHER EVENTS.

         (a)  ADJUSTMENT OF EXERCISE PRICE.  Subject to the provisions of this
    Section 7, the Exercise Price in effect from time to time shall be subject
    to adjustment, as follows:

              (i)  In case the Company shall (x) declare a dividend or make a
         distribution on the outstanding shares of its Common Stock in shares
         of its Common Stock, (y) subdivide or reclassify the outstanding
         shares of its Common Stock into a greater number of shares, or (z)
         combine or reclassify the outstanding shares of its Common Stock into
         a smaller number of shares, the Exercise Price in effect immediately
         after the record date for such dividend or distribution or the
         effective date of such subdivision, combination or reclassification
         shall be adjusted so that it shall equal the price determined by
         multiplying the Exercise Price in effect immediately prior thereto by
         a fraction, of which (A) the numerator shall be the number of shares
         of Common Stock outstanding immediately before such dividend,
         distribution, subdivision, combination or reclassification, and of
         which (B) the denominator shall be the number of shares of Common
         Stock outstanding immediately after such dividend, distribution,
         subdivision, combination or reclassification.  Any shares of Common
         Stock of the Company issuable in payment of a dividend shall be deemed
         to have been issued immediately prior to the record date for such
         dividend for purposes of calculating the number of outstanding shares
         of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii)
         hereof.  Such adjustment shall be made successively whether any event
         specified above shall occur.

              (ii)  In case the Company shall fix a record date for the
         issuance of rights, options, warrants or convertible or exchangeable
         securities to all holders of its Common Stock entitling them (for a
         period expiring within forty-five (45) days after such record date) to
         subscribe for or purchase shares of its Common Stock at a price per
         share less than the Current Market Price (as such term is defined in
         Section 7(a)(iv) hereof) of a share of Common Stock of the Company on
         such record date, the Exercise Price shall be adjusted immediately
         thereafter so that it shall equal the price determined by multiplying
         the Exercise Price in effect immediately prior thereto by a fraction,
         of which (A) the numerator shall be the number of shares of Common
         Stock outstanding on such record date plus the number of shares of
         Common Stock which the aggregate offering price of the total number of
         shares of Common Stock so offered would purchase at the Current Market
         Price per share, and of which (B) the denominator shall be the number
         of shares of Common Stock outstanding on such record date plus the
         number of additional shares of Common Stock offered for subscription
         or purchase.  Such adjustment shall be made successively whenever such
         a record date is fixed.  To the extent that any such rights, options,
         warrants or convertible or exchangeable securities are not so issued
         or



                                    -5-

<PAGE>

         expire unexercised, the Exercise Price then in effect shall be
         readjusted to the Exercise Price which would then be in effect if
         such unissued or unexercised rights, options, warrants or convertible
         or exchangeable securities had not been issuable.

              (iii)  In case the Company shall fix a record date for the making
         of a distribution to all holders of shares of its Common Stock (A) of
         shares of any class other than its Common Stock or (B) of evidences of
         its indebtedness or (C) of assets (excluding cash dividends or
         distributions (other than extraordinary cash dividends or
         distributions), and dividends or distributions referred to in
         Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or
         convertible or exchangeable securities (excluding those rights,
         options, warrants or convertible or exchangeable securities referred
         to in Section 7(a)(ii) hereof), then in each such case the Exercise
         Price in effect immediately thereafter shall be determined by
         multiplying the Exercise Price in effect immediately prior thereto by
         a fraction, of which (x) the numerator shall be the total number of
         shares of Common Stock outstanding on such record date multiplied by
         the Current Market Price (as such term is defined in Section 7(a)(iv)
         hereof) per share on such record date, less the aggregate fair market
         value as determined in good faith by the Board of Directors of the
         Company of said shares or evidences of indebtedness or assets or
         rights, options, warrants or convertible or exchangeable securities so
         distributed, and of which (y) the denominator shall be the total
         number of shares of Common Stock outstanding on such record date
         multiplied by such Current Market Price per share.  Such adjustment
         shall be made successively whenever such a record date is fixed.  In
         the event that such distribution is not so made, the Exercise Price
         then in effect shall be readjusted to the Exercise Price which would
         then be in effect if such record date had not been fixed.

              (iv)  For the purpose of any computation under Section 7(a)(ii)
         or 7(a)(iii) hereof, the "Current Market Price" per share at any date
         (the "Computation Date") shall be deemed to be the average of the
         daily Closing Prices of the Common Stock for twenty (20) consecutive
         Trading Days ending the Trading Day immediately preceding the
         Computation Date; provided, however, that if there shall have occurred
         prior to the Computation Date any event described in Subsection
         7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with
         respect to market transactions at any time (the "Market-Effect Date")
         on or within such 20-day period, the Closing Price for each Trading
         Day preceding the Market-Effect Date shall be adjusted, for purposes
         of calculating such average, by multiplying such Closing Price by a
         fraction, of which (A) the numerator shall be the Exercise Price as in
         effect immediately prior to the Computation Date and of which (B) the
         denominator shall be the Exercise Price as in effect immediately prior
         to the Market-Effect Date, it being understood that the purpose of
         this proviso is to ensure that the effect of such event on the market
         price of the Common Stock shall, as nearly as possible, be eliminated
         in order that the distortion in the calculation of the Current Market
         Price may be minimized.



                                    -6-

<PAGE>

         (b)  NO ADJUSTMENTS TO EXERCISE PRICE.  No adjustment in the Exercise
    Price in accordance with the provisions of Section 7(a)(i), 7(a)(ii) or
    7(a)(iii) hereof need be made unless such adjustment would amount to a
    change of at least 1% in such Exercise Price; provided, however, that the
    amount by which any adjustment is not made by reason of the provisions of
    this Section 7(b) shall be carried forward and taken into account at the
    time of any subsequent adjustment in the Exercise Price.

         (c)  ADJUSTMENT OF NUMBER OF SHARES.  Upon each adjustment of the
    Exercise Price pursuant to Section 7(a)(i), 7(a)(ii) or 7(a)(iii) hereof,
    each Warrant shall thereupon evidence the right to purchase that number of
    Warrant Shares (calculated to the nearest hundredth of a share) obtained by
    multiplying the Exercise Price in effect immediately prior to the
    adjustment by the number of Warrant Shares purchasable pursuant hereto
    immediately prior to the adjustment and dividing the product thereof by the
    exercise price resulting from the adjustment.

         (d)  REORGANIZATIONS.  In case of any capital reorganization, other
    than in the cases referred to in Section 7(a) hereof, or the consolidation
    or merger of the Company with or into another corporation (other than a
    merger or consolidation in which the Company is the continuing corporation
    and which does not result in any reclassification of the outstanding shares
    of Common Stock or the conversion of such outstanding shares of Common
    Stock into shares of other stock or other securities or property), or the
    sale or conveyance of the property of the Company as an entirety or
    substantially as an entirety (collectively such actions being hereinafter
    referred to as "Reorganizations"), there shall thereafter be deliverable
    upon exercise of any Warrant (in lieu of the number of Warrant Shares
    theretofore deliverable) the number of shares of stock or other securities
    or property to which  a holder of the number of Warrant Shares which would
    otherwise have been deliverable upon the exercise of such Warrant would
    have been entitled upon such Reorganization if such Warrant had been
    exercised in full immediately prior to such Reorganization.  In case of any
    Reorganization, appropriate adjustment, as determined in good faith by the
    Board of Directors of the Company, shall be made in the application of the
    provisions herein set forth with respect to the rights and interests of the
    holder of this Warrant so that the provisions set forth herein shall
    thereafter be applicable, as nearly as possible, in relation to any shares
    or other property thereafter deliverable upon exercise of the Warrants.
    Any such adjustments shall be made by and set forth in a supplemental
    agreement prepared by the Company or any successor thereto, between the
    Company, or any successor thereto, and shall for all purposes hereof
    conclusively be deemed to be an appropriate adjustment.  The Company shall
    not effect any such Reorganization, unless upon or prior to the
    consummation thereof the successor corporation, or if the Company shall be
    the surviving corporation in any such Reorganization and is not the issuer
    of the shares of stock or other securities or property to be delivered to
    holders of shares of the Common Stock outstanding at the effective time
    thereof, then such issuer, shall assume by written instrument the
    obligation to deliver to the holder of any Warrants such shares of stock,
    securities, cash or other property as such holder shall be entitled to
    purchase in accordance with the foregoing provisions.



                                    -7-

<PAGE>

         (e)  VERIFICATION OF COMPUTATION.  The Company shall select a firm of
    independent accountants, which selection (i) may be its regular firm of
    independent accountants and (ii) may be changed from time to time, to
    verify each computation and/or adjustment made in accordance with this
    Section 7.  The certificate, report or other written statement of any such
    firm shall be conclusive evidence of the correctness of any computation
    made under this Section 7.  Promptly upon its receipt of such certificate,
    report or statement from such firm of independent accountants, the Company
    shall deliver a copy thereof to the holder of this Warrant.

         (f)  NOTICE OF CERTAIN ACTIONS.  In the event the Company shall:

              (i)   declare any dividend payable in stock to the holders of its
         Common Stock or make any other distribution in property other than
         cash to the holders of its Common Stock; or

              (ii)  offer to the holders of its Common Stock rights to subscribe
         for or purchase any shares of any class of stock or any other rights
         or options; or

              (iii) effect any reclassification of its Common Stock (other
         than a reclassification involving merely the subdivision or
         combination of outstanding shares of Common Stock) or any capital
         reorganization or any consolidation or merger (other than a merger in
         which no distribution of securities or other property is made to
         holders of Common Stock), or any sale, transfer or other disposition
         of its property, assets and business substantially as an entirety, or
         the liquidation, dissolution or winding up of the Company;

    then in each such case, the Company shall cause notice of such proposed
    action to be mailed to the holder of this Warrant as hereinafter set forth
    in this Section 7(f).  Such notice shall specify the date on which the
    books of the Company shall close, or a record be taken, for determining the
    holders of Common Stock entitled to receive such stock dividend or other
    distribution or such rights or options, or the date on which such
    reclassification, reorganization, consolidation, merger, sale, transfer,
    other disposition, liquidation, dissolution, winding up or exchange shall
    take place or commence, as the case may be, and the date as of which it is
    expected that holders of record of Common Stock shall be entitled to
    receive securities or other property deliverable upon such action, if any
    such date has been fixed.  Such notice shall be mailed in the case of any
    action covered by paragraph (i) or (ii) of this Section 7(f), at least ten
    (10) days prior to the record date for determining holders of the Common
    Stock for purposes of receiving such payment or offer, and, in the case of
    any action covered by paragraph (iii), at least ten (10) days prior to the
    earlier of the date upon which such action is to take place or any record
    date to determine holders of Common Stock entitled to receive such
    securities or other property.

         (g)  CERTIFICATE OF ADJUSTMENTS.  Whenever any adjustment is to be
    made pursuant to this Section 7, the Company shall prepare a Certificate
    executed by the Chief Financial



                                    -8-

<PAGE>

    Officer of the Company, setting forth such adjustment to be mailed to the
    holder of this Warrant at least fifteen (15) days prior thereto, such
    notice to include in reasonable detail (i) the events precipitating the
    adjustment, (ii) the computation of any adjustments, and (iii) the
    Exercise Price and the number of shares or the securities or other property
    purchasable upon exercise of each Warrant after giving effect to such
    adjustment.  Such Certificate shall be accompanied by the accountant's
    verification required by Section 7(e) hereof.

    SECTION 8.  NOTICES.  Any notice or demand authorized by the Warrants to be
given or made by the registered holder of any Warrant to or on the Company shall
be sufficiently given or made when received at the office of the Company
expressly designated by the Company at its office for purposes of the Warrants
(until Warrant holders are otherwise notified in accordance with this Section by
the Company), as follows:

                   Pittencrieff Communications, Inc.
                   One Village Drive, Suite 500
                   Abilene, Texas  79606
                   Attention:  C.G. Whitten, Senior Vice President and General
                               Counsel and Thomas R. Modisett, Chief Financial
                               Officer

    Any notice pursuant to the Warrants to be given by the Company to the
registered holder(s) of any Warrant shall be sufficiently given when received by
such holder at the address appearing on the Warrant register of the Company
(until the Company is otherwise notified in accordance with this Section by such
holder).

    SECTION 9.  NO RIGHTS OR LIABILITIES AS STOCKHOLDER; INFORMATION.  Nothing
contained in this Warrant shall be construed as conferring upon the holder
hereof the right to vote or to consent as stockholders in respect of the
meetings of stockholders or the election of members of the Board of Directors of
the Company or any other matter, or any rights whatsoever as stockholders of the
Company or as imposing any obligation on such holder to purchase any securities
or as imposing any liabilities on such holder as a stockholder sf the Company,
whether such obligation or liabilities are asserted by the Company or by
creditors of the Company.  Notwithstanding the foregoing, the Company will
furnish to each holder of any Warrants, promptly upon their becoming available,
copies of all financial statements, reports, notices and proxy statements sent
or made available generally by the Company to its stockholders or otherwise
filed pursuant to the provisions of the Securities Act or the Securities
Exchange Act of 1934, as amended.  The Company shall give to each Warrant holder
written notice of any determination to register any of its Common Stock at the
same time that it gives notice to any holder of securities of the Company
entitled to rights to register securities under the Securities Act.

    SECTION 10.  AMENDMENT AND MODIFICATION; WAIVER.  This Warrant may not be
amended or modified except by a written instrument signed by the Company and the
registered holder of this Warrant at the time such amendment or modification is
sought.  Any waiver of any term or condition of this Warrant in any one instance
shall not operate as or be deemed to be or construed as a further or continuing
waiver of such term or condition, nor shall any failure at any time or times to
enforce



                                    -9-

<PAGE>

or require performance of any provision hereof operate as a waiver of or
affect in any manner any party's right at a later time to enforce or require
performance of such provision or any other provision hereof.

    SECTION 11.  SEVERABILITY.  If any provision of this Warrant shall be held
or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as
applied to any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions or in all cases, because of the conflict of any provision with any
constitution or statute or rule of public policy, or for any other reason, such
circumstance shall not have the effect of rendering the provision or provisions
in question invalid, inoperative or unenforceable in any other jurisdiction or
in any other case or circumstance or if rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable to the extent
that such other provisions are not themselves actually in conflict with such
constitution, statute or rule of public policy, but this Warrant shall be
reformed and construed in any such jurisdiction or case as if such invalid,
inoperative or unenforceable provision had never been contained herein and such
provision were formed so that it would be valid, operative and enforceable to
the maximum extent permitted in such jurisdiction or in such case.

    SECTION 12.  SUCCESSORS.  All the covenants and provisions of this Warrant
by or for the benefit of the Company or the Warrant holder shall bind and inure
to the benefit of their respective successors and assigns.

    SECTION 13.  GOVERNING LAW.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to principles or conflicts of laws.

    SECTION 14.  HEADINGS.  The headings contained in this Warrant are inserted
for convenience only and shall not constitute a part hereof.

    IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
the signature of its duly authorized officer and the corporate seal hereunto
affixed.

                                       PITTENCRIEFF COMMUNICATIONS, INC.


                                       By: /s/ WARREN D. HARKINS
                                          ----------------------------------
[Seal]                                           President





                                   -10-

<PAGE>

                             FORM OF ELECTION TO PURCHASE

                      (To Be Executed Upon Exercise of Warrant)


    The undersigned holder hereby represents that he, she or it is the
registered holder of this Warrant, and hereby irrevocably elects to exercise the
right, represented by this Warrant, to receive   shares of  Common Stock, $.01
par value, of PITTENCRIEFF COMMUNICATIONS, INC., and herewith tenders payment
for such shares, to the order of PITTENCRIEFF COMMUNICATIONS INC., the amount
of $    in accordance with the terms hereof.  The undersigned requests that a
certificate for such shares be registered in the name of the undersigned or
nominee hereinafter set forth, and further that such certificate be delivered to
the undersigned at the address hereinafter set forth or to such other person or
entity as is hereinafter set forth.  If said number of shares is less than all
of the shares of Common Stock purchasable hereunder, the undersigned requests
that a new Warrant representing the remaining balance of such shares be
registered in the name of the undersigned or nominee hereinafter set forth, and
further that such certificate be delivered to the undersigned at the address
hereinafter set forth or to such other person or entity as is hereinafter set
forth.

              CERTIFICATE TO BE REGISTERED AS FOLLOWS:





              CERTIFICATE TO BE DELIVERED AS FOLLOWS:











Date:
     -------------------------     ------------------------------------------
                                   (Signature must conform in all respects to
                                   the name of the holder as specified on the
                                   face of the Warrant, unless Form of
                                   Assignment has been executed)



                                   -11-

<PAGE>

                                  FORM OF ASSIGNMENT
                      [To be executed upon Transfer of Warrant]


    For value received, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto _______________ the right represented
by such Warrant to purchase  ________ shares of Common Stock of Pittencrieff
Communications, Inc. (the "Company") to which such Warrant relates, and appoints
_______________ its Attorney to make such transfer on the books of the Company
maintained for such purpose, with full power of substitution in the premises.



                                       ---------------------------------------
                                       (Signature must conform in all respects
                                       to name of holder as specified on the
                                       face of Warrant)


                                       ---------------------------------------
                                       (Street Address)



                                       ---------------------------------------
                                       (City), (State)   (Zip Code)







                                   -12-