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                         AMENDMENT TO EMPLOYMENT AGREEMENT


     This amendment (the "Amendment") to Employment Agreement is entered into as
of the 22nd day of April, 1998, by and between the undersigned employee
(hereinafter referred to as "Employee") residing at the address indicated
following the Employee's signature below and CS Wireless Systems, Inc., a
Delaware corporation having its principal place of business at 200 Chisholm
Place, Suite 202, Plano, Texas 75075 (the "Company").

     WHEREAS, Employee executed an Employment Agreement ("Agreement") dated as
of April 2, 1997, which Agreement was amended pursuant to the Amendment to
Employment Contract effective as of September 4, 1997; and

     WHEREAS, the Company has determined that it is in the best interests of the
Company to amend certain terms and conditions of the Agreement subject to
satisfaction of the conditions set forth herein.

     NOW, THEREFORE, for and in consideration of the premises and mutual
promises set forth below, the Company and the Employee hereby agree as follows:

     1.   EARLY TERMINATION.  Paragraph 5.(a) of the Agreement is hereby amended
to delete the final sentence in its entirety and add the following at the end of
Paragraph 5.(a):  

     Upon the Company's termination of Employee for any reason other than Cause
     or Employee's termination of this Agreement pursuant to Paragraph 5.(e),
     the Company shall pay Employee: (i) severance in an amount (the "Severance
     Amount") equal to the greater of (x) his then Base Salary under PARAGRAPH
     2, payable in twelve equal monthly installments and (y) the Base Salary
     that would have been payable for the balance of the Term, payable in equal
     monthly installments; and (ii) any accrued and unpaid bonuses due Employee
     in accordance with the Company's incentive program then in effect. 
     Additionally, the Company shall maintain for a period of time equal to the
     balance of the Term otherwise remaining absent early termination
     (regardless of cause, if any) in full force and effect, for the continued
     benefit of Employee and his all employee welfare benefit plans and programs
     in which Employee is entitled to participate immediately prior to the date
     of termination or expiration of this Agreement, provided that Employee's


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     continued participation is possible under the general terms and provisions
     of such plans and programs.  In the event that the Employee's participation
     in any such plan or program is barred, the Company shall arrange to provide
     Employee and his dependents with benefits substantially similar to those
     which Employee and his dependents would otherwise have entitled to receive
     under such plans and programs from which their continued participation is
     barred.

     Notwithstanding anything herein to the contrary, the occurrence of any of
     the following within a period of twelve (12) months before or after a
     "Change of Control", as defined hereinafter, shall constitute termination
     of Employee without cause: (i) a termination of employment, (ii) a change
     in office, title, or position from that reasonably associated with
     Employee's present position, other than a promotion, (iii) a change of
     reporting by Employee to any person other than the Board of Directors or
     the Management Group, (iv) a required relocation to a location in excess of
     thirty (30) miles away from the Company's present principal location, (v) a
     reduced salary, or (vi) a material diminution in responsibilities.

     2.  EARLY TERMINATION BY EMPLOYEE.  Paragraph 5 of the Agreement is hereby
amended to add new Paragraph 5.(e) as follows:

     (e)  CHANGE IN CONTROL.  Employee may terminate his employment hereunder at
     any time within one (1) year following any "Change in Control".  Upon such
     termination, Employee shall receive all Severance Amounts and benefits
     payable pursuant to Paragraph 5.(a).  For the purpose of this Agreement, a
     "change in control" shall be deemed to have occurred on the date (i) a
     report on Schedule 13D shall be filed with the Securities and Exchange
     Commission pursuant to Section 13(d) of the Securities Exchange Act of
     1934, as amended (the "Act"), disclosing that any person other than the
     Company or any employee benefit plan sponsored by the Company, is the
     beneficial owner (as the term is defined in Rule 13d-3 under the Act)
     directly or indirectly, of thirty-five percent (35%) or more of the total
     voting power represented by the Company's then outstanding Voting
     Securities (calculated as provided in paragraph (d) of Rule 13d-3 under the
     Act in the case of rights to acquire voting securities); or (ii) any
     person, other than the Company or any employee benefit plan sponsored by
     the Company, shall 


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     purchase shares pursuant to a tender offer or exchange offer to acquire 
     any Voting Securities of the Company (or securities convertible into 
     such Voting Securities) for cash, securities or any other consideration, 
     provided that after consummation of the offer, the person in question is 
     the beneficial owner directly or indirectly, of thirty-five percent 
     (35%) or more of the total voting power represented by the Company's 
     then outstanding Voting Securities (all as calculated under clause (i)) 
     or; (iii) the stockholders of the Company shall approve (A) any 
     consolidation or merger of the Company in which the Company is not the 
     continuing or surviving corporation (other than a merger of the Company 
     in which holders of Common Shares of the Company immediately prior to 
     the merger have the same proportionate ownership of common Shares of the 
     surviving corporation immediately after the merger as before), or 
     pursuant to which common Shares of the Company would be converted into 
     cash, securities or other property, or (B) any sale, lease, exchange or 
     other transfer (in one transaction or series of related transactions) of 
     all or substantially all the assets of the Company; or (iv) there shall 
     have been a change in the composition of the Board of Directors of the 
     Company at any time during any consecutive twenty-four (24) month period 
     such that "continuing directors" cease for any reason to constitute at 
     least fifty-one percent (51%) majority of the Board.  For the purposes 
     of this clause, "continuing directors" means those members of the Board 
     who either were directors at the beginning of such consecutive 
     twenty-four (24) month period or were elected by or on the nomination or 
     recommendation of at least a fifty-one percent (51%) majority of the 
     then-existing Board.  So long as there has not been a "change of 
     control" within the meaning of clause (iv), the Board of Directors may 
     adopt a fifty-one percent (51%) majority vote of the "continuing 
     directors" a resolution to the effect that an event described in clauses 
     (i) or (ii) shall not constitute a "change of control."

          3.   STOCK OPTIONS.  Paragraph 5 of the Agreement is hereby amended to
add the following Paragraph 5(f) to the Agreement:

     (f) STOCK OPTIONS.  For a period of one year following the expiration of
     the Term, calculated without giving effect to any early termination, 
     Employee shall have the right at any time to exercise all stock options
     previously granted to Employee.    


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          4.   RELOCATION.  The Agreement is hereby amended to add the 
following:

         17.   RELOCATION.  In the event that Employee consents to relocate his
         residence in conjunction with a relocation of the Employer's principal
         office, the Company shall pay for all of Employee's expenses in
         connection with such relocation including, without limitation,
         temporary residence pending relocation, moving expenses, and real
         estate costs, commissions, fees and appraisals.

         Executed to be effective the date set forth above.


                                       CS WIRELESS SYSTEMS, INC.
     
                                       BY: /s/ Jared E. Abbuzzese
                                          -----------------------------------
                                       NAME: Jared E. Abbuzzese
                                            ---------------------------------
                                       TITLE: Chairman
                                             --------------------------------
                                        /s/ David E. Webb
                                       --------------------------------------
                                       DAVID E. WEBB
















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