<PAGE>

                              EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 2ND day of 
APRIL, 1997 by and between the undersigned employee (hereinafter referred to 
as "Employee") residing at the address indicated following 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 (hereinafter referred to as the "Company").

1.   EMPLOYMENT.  The Company hereby employs Employee and Employee agrees to
     work for the Company in the capacity set forth on SCHEDULE A hereto during
     the Term (as defined below) of and upon the terms and conditions set forth
     in this Agreement.

2.   COMPENSATION/BENEFITS.

     (a)  BASE SALARY.  During the Term of this Agreement (as defined below) the
          Company agrees to pay Employee the base annual salary set forth on
          SCHEDULE A ("Base Salary").  Such Base Salary shall be reviewed no
          less frequently than annually during the Term and may be increased but
          not decreased by the Board of Directors.  Such Base Salary shall be
          payable in accordance with the Company's normal business practices or
          in such other amounts and at such other times as the parties may
          mutually agree.

     (b)  INCENTIVE COMPENSATION.  During the Term of this Agreement, Employee
          shall be entitled to such incentive program, pursuant to the terms of
          a separate plan of the Company, as may be in effect from time to time.
          Such incentive program shall be based on the following three (3)
          components: (i) the achievement of Company performance targets;
          (ii) the achievement of Employee performance targets; and
          (iii) discretionary bonuses.  These performance targets will be
          revised annually by the Board of Directors.  

     (c)  STOCK OPTIONS.  Employee shall be granted stock options (the "Stock
          Options") to purchase shares of Company common stock, $.001 par value
          per share, as set forth on SCHEDULE A, pursuant to the Company's 1996
          Incentive Stock Plan, as amended, and subject to the terms and
          conditions thereof and the stock option agreement in the form attached
          as EXHIBIT A hereto.

     (d)  BENEFITS/VACATION.  During the Term, the Company shall provide
          Employee with such other benefits, including executive incentive and
          bonus plans and medical and disability plans, as are made generally
          available to executive employees of the Company from time to time. 
          Employee shall be entitled to that amount of paid vacation during each
          year of the Term as set forth on SCHEDULE A.  In addition, Employee
          shall be entitled to those benefits set forth on SCHEDULE A.  

<PAGE>

3.   SERVICES.  Employee agrees to devote substantially all his working time,
     attention and energies to the business of the Company and its Affiliates
     (as defined below) under the general direction of the Management Group of
     the Company and Chief Executive Officer and hereby agrees to abide by and
     implement Company Policies, Strategy Principles and Governance Parameters
     as may be adopted from time to time by the Management Group of the Company
     in its sole discretion.  Employee shall not directly or indirectly, during
     the Term of this Agreement, render services, for compensation or otherwise,
     to or for any other person or firm in direct competition with the business
     of the Company in any market served by the Company or its Affiliates
     without the written consent of the Board of Directors.  In performing his
     duties hereunder, Employee shall be available for reasonable travel as the
     needs of the Company's business require.  Employee shall work in the
     Company's Plano, Texas office, unless otherwise indicated on SCHEDULE A.

4.   TERM. The term of this Agreement (the "Term" or the "Term of this
     Agreement") shall be for the period set forth on SCHEDULE A.  

5.   EARLY TERMINATION.

     (a)  GENERAL. The Employee's employment hereunder is at will and shall be
          terminated and the Company's obligations hereunder shall cease,
          including the obligation to pay compensation for any period after the
          date of termination, (i) immediately upon notice, in the sole
          discretion of the Company, (ii) without the necessity of notice, upon
          the death of the Employee, or (iii) upon written notice of a finding
          by at least 60% of the members of the Board of Directors that the
          Employee has (a) acted with gross negligence or willful misconduct in
          connection with the performance of his duties hereunder, (b) engaged
          in a material act of insubordination or of common law fraud against
          the Company or its employees, or (c) acted against the best interests
          of the Company in a manner that has or could have an adverse affect on
          the financial condition of the Company (death of an Employee or any
          such findings is referred to herein as "Cause").  Upon the Company's
          termination of Employee for any reason other than Cause, 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.

     (b)  DISABILITY. If Employee shall become unable efficiently to perform the
          essential functions of his job, even with reasonable accommodation, as
          a result of a disability or illness, as such terms are defined by the
          Americans with Disabilities Act, he shall be entitled to his regular
          compensation until the total period of disability or illness (whether
          or not continuous and whether or not the same disability or illness)
          shall exceed sixty (60) days during any calendar year in the 

<PAGE>

          Term.  This Agreement may thereafter be terminated by the Company and
          the Company's obligations hereunder shall cease, including the
          obligation to pay compensation for any period after the date of
          termination.  Any amounts payable as compensation during the period of
          disability or illness shall be reduced by any amounts paid during such
          period under any disability plan or similar insurance of the Company.

     (c)  EMPLOYEE'S RIGHT TO TERMINATE.  Employee may, at any time during the
          Term, resign and shall be entitled to all accrued rights with respect
          to compensation and benefits in accordance with the Company's Policies
          then in effect.

     (d)  ARBITRATION IN THE EVENT OF A DISPUTE REGARDING THE NATURE OF
          TERMINATION.  In the event that the Company terminates Employees'
          employment for Cause (as defined above), and Employee contends that
          Cause did not exist, the Company's only obligation shall be to submit
          such claim to arbitration before the American Arbitration Association
          ("AAA").  In such a proceeding, the only issue before the arbitrator
          will be whether Employee was in fact terminated for Cause.  If the
          arbitrator determines that Employee was not terminated for Cause, the
          only remedy that the arbitrator may award is an amount equal to the
          severance payment specified in PARAGRAPH 5(a), the costs of
          arbitration, and Employee's attorneys' fees.  If the arbitrator finds
          that the Employee was terminated for Cause, the arbitrator will be
          without authority to award Employee anything, and the parties will
          each be responsible for their own attorneys' fees, and they will
          divide the costs of arbitration equally.

6.   EMPLOYER'S AUTHORITY.  Employee agrees to observe and comply with the rules
     and regulations of the Company as adopted by the Management Group of the
     Company or by the Board of Directors respecting the performance of his
     duties and to carry out and perform orders, directions and policies
     communicated to him from time to time.

7.   EXPENSES.  During the Term, the Company shall reimburse Employee for all
     reasonable business expenses which are approved in advance and incurred by
     Employee in the course of performing his duties for the Company hereunder
     in accordance with the procedures then in place for such reimbursement.

8.   NON-DISCLOSURE AGREEMENT/NON-COMPETITION.

     (a)  Employee will execute the Nondisclosure Agreement of the Company
          attached as EXHIBIT B hereto and made a part hereof.  Said agreement
          shall survive termination of Employee's employment hereunder.

     (b)  Because Employee's services to the Company are special and because
          Employee has access to the company's confidential information,
          Employee covenants and agrees that if (i)(x) Employee's employment is
          terminated, or not renewed, by the

<PAGE>

          Company for Cause or (y) Employee voluntarily terminates his 
          employment relationship hereunder with the Company or Employee 
          elects not to renew his employment with the Company following the 
          expiration of this Agreement, for a period of twelve (12) months 
          following the termination of this Agreement, or (ii) Employee's 
          employment is terminated and Employee is receiving the Severance 
          Amount, for the period during which Employee is receiving such 
          Severance Amount under PARAGRAPH 5 hereof, whichever is applicable, 
          he will not, directly or indirectly, either on his own behalf or on 
          behalf of any person, partnership, corporation or otherwise, (A) 
          engage in any business or undertaking directly competitive with the 
          wireless cable television, cable television, subscription 
          television, direct broadcast satellite, direct-to-home, wired video 
          programming, non-wired video programming, wireless Internet access, 
          wireless fixed telephony or other fixed wireless information 
          businesses (the "Related Business") being carried on by the Company 
          or any Affiliate in any market serviced by the Company or any 
          Affiliate, at the time of Employee's termination, (B) be employed 
          by or provide consulting services to or be an investor, limited 
          partner or shareholder in, any entity or other person in any 
          Related Business within 25 miles of any city in which the Company 
          or any Affiliate does business at time of execution of this 
          Agreement or has rights to broadcast or transmit television 
          programming or in which the Company has a transmission license at 
          the time of Employee's termination, without the prior written 
          consent of the Board of Directors.  The parties agree that the time 
          period and geographical area of non-competition specified above are 
          reasonable and necessary in light of the transactions entered into 
          in this Agreement.  If, however, it shall be determined at any time 
          by a court of competent jurisdiction that either the time period 
          restriction or the geographical area restriction, or both, are 
          invalid or unenforceable, the parties agree that any such invalid 
          restriction shall be amended and reformed to the extent necessary 
          to make same valid and enforceable in the determination of said 
          court, and such restriction, as so amended, shall be enforceable 
          between the parties to the same extent as if such amendment had 
          been made as of the date of this Agreement.  This SUBPARAGRAPH 8(b) 
          shall survive the termination of this Agreement and shall not apply 
          to investments constituting not more than 5% of the common equity 
          of a publicly traded company.

9.   INDEMNIFICATION.  As a material inducement for Employee to enter into this
     Agreement, the Company hereby covenants and agrees to indemnify Employee to
     the fullest extent permitted under applicable law with respect to any and
     all damages, expenses (including reasonable attorney's fees), and other
     liability suffered as a result of any and all claims, causes of action,
     proceedings or other actions which may be asserted against Employee in
     connection with Employee's service as an employee of the Company or any of
     its Affiliates.

10.  NOTICES.  Any notice permitted or required hereunder shall be deemed
     sufficient when hand-delivered or mailed by certified mail, postage
     prepaid, and addressed if to the

<PAGE>

     Company at the address indicated above and if to Employee at the address
     indicated below (or such other address as may be provided by notice).

11.  MISCELLANEOUS.  This Agreement, together with all schedules, exhibits and
     collateral documents referenced herein, (i) constitutes the entire
     agreement between the parties concerning the subjects hereof and supersedes
     any and all prior agreements or understandings, (ii) may not be assigned by
     Employee without the prior written consent of the Company and (iii) may be
     assigned by the Company and shall be binding upon, and inure to the benefit
     of, the Company's successors and assigns.  Headings herein are for
     convenience of reference only and shall not define, limit or interpret the
     contents hereof.

12.  AMENDMENT.  This Agreement may be amended, modified or supplemented by the
     mutual consent of the parties in writing, but no oral amendment,
     modification or supplement shall be effective.

13.  SPECIFIC PERFORMANCE.  The parties acknowledge that the Company would be
     irreparably damaged and there would be no adequate remedy at law for
     Employee's breach of PARAGRAPH 8 of this Agreement, and accordingly, the
     terms thereof shall be specifically enforced.  Employee hereby consents to
     the entry of any temporary restraining order or preliminary or ex parte
     injunction, in addition to any other remedies available at law or in
     equity, to enforce the provisions hereof.

14.  AFFILIATES.  As used herein, the term "Affiliate" shall mean any individual
     or entity controlling, controlled by or under common control with the
     Company, now or in the future, including without limitation, partnerships
     in which the Company or any Affiliate may invest as a limited or general
     partner and limited liability companies in which the Company or any
     Affiliate may become a member.

15.  SEVERABILITY.  The provisions of this Agreement are severable.  The
     invalidity of any provision shall not affect the validity of any other
     provision.

16.  GOVERNING LAW.  This Agreement shall be constructed and regulated in all
     respects under the laws of the State of Delaware; provided, however, venue
     for any action under this Agreement shall lie with a court of competent
     jurisdiction in the State of Texas.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, this Agreement is entered into as of the date and year first
above written.  


                              CS WIRELESS SYSTEMS, INC.



                              By:  /s/ Jared E. Abbruzzese
                                 --------------------------
                                 Jared E. Abbruzzese
                                 Chairman


                              EMPLOYEE:



                              By:  /s/ Jeffrey A. Kupp
                                 --------------------------
                                 Jeffrey A. Kupp
                               
                              
<PAGE>

                                   SCHEDULE A


Employee's Title:        Senior Vice President & Chief Financial Officer


Employee's Base Salary:  $120,000


Stock Options:           32,000
                         16,000


Vacation:                4 weeks


Term:                    The term of this Agreement shall be for a period
                         beginning on the date hereof and continuing until the
                         thirty-six month anniversary of this Agreement, and
                         shall be automatically renewed annually thereafter
                         unless either party gives notice to the other of its
                         intention not to renew this Agreement not less than
                         sixty (60) days prior to the expiration of the term or
                         unless this Agreement shall be terminated prior thereto
                         pursuant to PARAGRAPH 5 of this Agreement.


Automobile:              During the Term, Employee shall be entitled to a
                         automobile allowance of $600.00 per month, payable
                         monthly in arrears.


Life Insurance:          Subject to Employee submitting to any required physical
                         examinations and provided such policy can be obtained
                         at customary premiums, the Company shall purchase, at
                         its sole cost and expense, a term insurance policy with
                         the face amount of two (2) times Employee's Base Salary
                         on the life of Employee and shall permit Employee to
                         designate the beneficiary thereof.


Representation:          The Company represents to Employee that, to the best of
                         its knowledge as of the date hereof, it is unaware of
                         any grounds or potential causes of action arising out
                         of the Company's past accounting practices and
                         procedures, any securities offerings by the Company or
                         its Affiliates, or any other transactions that may
                         expose Employee, as an officer of the Company, to
                         potential liability.  Furthermore, the Company
                         covenants it will promptly notify Employee should it
                         become aware of any such potential causes of action.

<PAGE>

                                                                       Exhibit A
                            CS WIRELESS SYSTEMS, INC.
                                                                         NO. 015
                           NON-QUALIFIED STOCK OPTION

     THIS AGREEMENT, IS MADE AS OF THE GRANT DATE INDICATED IN SCHEDULE A
ATTACHED, AND BETWEEN CS WIRELESS SYSTEMS, INC. (THE "COMPANY"), AND THE
UNDERSIGNED INDIVIDUAL (THE "OPTIONEE"), PURSUANT TO THE 1996 CS WIRELESS
SYSTEMS, INC. INCENTIVE STOCK PLAN AS AMENDED (THE "PLAN").  (TERMS NOT DEFINED
HEREIN SHALL HAVE THE SAME MEANING AS IN THE PLAN.)

     WHEREAS, THE OPTIONEE IS AN ELIGIBLE EMPLOYEE OF THE COMPANY AND THE
COMPANY THROUGH THE PLAN'S COMMITTEE HAS APPROVED THE GRANT OF NON-QUALIFIED
STOCK OPTIONS ("OPTIONS") UNDER THE PLAN TO THE OPTIONEE.

     NOW, THEREFORE, IN CONSIDERATION OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND PURSUANT TO THE PLAN, THE PARTIES AGREE AS FOLLOWS:

     1.   GRANT OF OPTIONS.  THE COMPANY HEREBY GRANTS TO THE OPTIONEE THE RIGHT
          AND OPTION TO PURCHASE FROM THE COMPANY, AT THE EXERCISE PRICE SET
          FORTH IN SCHEDULE A, ALL OR ANY PART OF THE AGGREGATE NUMBER OF COMMON
          SHARES OF THE COMPANY, AS SUCH COMMON SHARES ARE PRESENTLY CONSTITUTED
          (THE "COMMON SHARES"), SET FORTH IN SCHEDULE A.

     2.   TERMS AND CONDITIONS.  IT IS UNDERSTOOD AND AGREED THAT THE OPTION
          EVIDENCED HEREBY IS SUBJECT TO THE PROVISIONS OF THE PLAN (WHICH ARE
          INCORPORATED HEREIN BY REFERENCE) AND THE FOLLOWING TERMS AND
          CONDITIONS:

          A.   EXPIRATION DATE:  THE OPTION EVIDENCED HEREBY SHALL EXPIRE ON THE
               DATE SPECIFIED IN SCHEDULE A.  EXCEPT FOR UNVESTED OPTIONS
               PURSUANT TO THE VESTING SCHEDULE BELOW, WHICH SHALL EXPIRE
               IMMEDIATELY ON A TERMINATION OF EMPLOYMENT, THE OPTION SHALL NOT
               EXPIRE AT AN EARLIER DATE UPON TERMINATION OF OPTIONEE'S
               EMPLOYMENT, UNLESS SUCH TERMINATION IS FOR CAUSE, AS DEFINED IN
               THE PLAN.

          B.   EXERCISE OF OPTION.  THE OPTION EVIDENCED HEREBY SHALL BE
               EXERCISABLE FROM TIME TO TIME BY SUBMITTING THE APPROPRIATE
               NOTICE OF EXERCISE FORM REFERRED TO BELOW TEN DAYS PRIOR TO THE
               DATE OF EXERCISE SPECIFYING THE NUMBER OF SHARES FOR WHICH THE
               OPTION IS BEING EXERCISED, ADDRESSED AS FOLLOWS:

                         CS WIRELESS SYSTEMS, INC.
                         200 CHISHOLM PLACE, SUITE 200
                         PLANO, TEXAS 75075
                         ATTENTION: CHIEF FINANCIAL OFFICER

<PAGE>

               (1)  CASH ONLY EXERCISE -- SUBMITTING A "NOTICE OF CASH EXERCISE"
                    ACCOMPANIED BY THE FULL CASH PURCHASE PRICE OF THE EXERCISED
                    SHARES; OR 

               (2)  CASHLESS EXERCISE -- PROVIDED THE COMPANY HAS ADOPTED SUCH A
                    PROCEDURE AT THIS TIME, SUBMITTING AN "IRREVOCABLE LETTER OF
                    INSTRUCTION" AND "CASHLESS EXERCISE AND SALE FORM"
                    AUTHORIZING THE DELIVERY FOR SALE OF THE EXERCISED COMMON
                    SHARES, OR

               (3)  COMBINATION -- TENDERING A COMBINATION OF (1) AND (2) ABOVE.

               WITHHOLDING TAXES.  WITHOUT REGARD TO THE METHOD OF EXERCISE AND
               PAYMENT, THE OPTIONEE SHALL PAY TO THE COMPANY, UPON NOTICE OF
               THE AMOUNT DUE, ANY WITHHOLDING TAXES PAYABLE WITH RESPECT TO
               SUCH EXERCISE.

               VESTING SCHEDULE.  THE OPTIONS WILL BECOME VESTED AND EXERCISABLE
               AS SET FORTH ON SCHEDULE A HERETO OR, IF NOT SPECIFICALLY SET
               FORTH THEREIN, ON THE YEARLY ANNIVERSARY OF THIS AGREEMENT, IN
               EQUAL ANNUAL INSTALLMENTS OVER FOUR YEARS.  NOTWITHSTANDING THE
               FOREGOING THRESHOLD REQUIREMENTS, THE OPTIONS SHALL BECOME VESTED
               AND EXERCISABLE IN FULL EARLIER UPON THE HAPPENING OF AN
               "ACCELERATION EVENT", AS DEFINED IN EXHIBIT A.

          C.   COMPLIANCE WITH LAWS AND REGULATIONS.  THE OPTION EVIDENCED
               HEREBY IS SUBJECT TO RESTRICTIONS IMPOSED AT ANY TIME ON THE
               EXERCISE OR DELIVERY OF SHARES IN VIOLATION OF THE BYLAWS OF THE
               COMPANY OR OF ANY LAW OR GOVERNMENTAL REGULATION THAT THE COMPANY
               MAY FIND TO BE VALID AND APPLICABLE.

          D.   INTERPRETATION.  OPTIONEE HEREBY ACKNOWLEDGES THAT THIS AGREEMENT
               IS GOVERNED BY THE PLAN, A COPY OF WHICH OPTIONEE HEREBY
               ACKNOWLEDGES HAVING RECEIVED, AND BY SUCH ADMINISTRATIVE RULES
               AND REGULATIONS RELATIVE TO THE PLAN AND NOT INCONSISTENT
               THEREWITH AS MAY BE ADOPTED AND AMENDED FROM TIME BY THE
               COMMITTEE (THE "RULES").  OPTIONEE AGREES TO BE BOUND BY THE
               TERMS AND PROVISIONS OF THE PLAN AND THE RULES.

          E.   TRANSFER RESTRICTIONS.  IN ADDITION TO THE RESTRICTIONS ON
               TRANSFERABILITY IMPOSED BY THE PLAN AND THE INCENTIVE PLAN, THIS
               OPTION IS NOT TRANSFERABLE OTHER THAN BY WILL OR THE LAWS OF
               DESCENT AND DISTRIBUTION.

<PAGE>

     IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE EXECUTED
BY ITS AUTHORIZED OFFICER, AS OF THE GRANT DATE IDENTIFIED IN SCHEDULE A.

AGREED TO:                         CS WIRELESS SYSTEMS, INC.


/S/ JEFFREY A. KUPP                BY:  /S/ JARED E. ABBRUZZESE
-------------------                     -----------------------
OPTIONEE: JEFFREY A. KUPP               JARED E. ABBRUZZESE
                                        CHAIRMAN
                                   

<PAGE>

                                SCHEDULE A


                                OPTION DATA


          OPTIONEE'S NAME:              JEFFREY A. KUPP

          NUMBER OF COMMON SHARES
          SUBJECT TO THIS OPTION:       32,000    

          GRANT DATE:                   JANUARY 6, 1997

          EXERCISE PRICE PER SHARE:     $6.50

          EXPIRATION DATE:              JANUARY 6, 2007

          VESTING PROVISIONS:           NOTWITHSTANDING ANYTHING TO THE CONTRARY
                                        CONTAINED IN THE PLAN OR THIS AGREEMENT,
                                        INCLUDING SECTION 2 OF THIS AGREEMENT,
                                        IF OPTIONEE'S EMPLOYMENT IS TERMINATED
                                        FOR ANY REASON OTHER THAN FOR CAUSE (AS
                                        DEFINED BY OPTIONEE'S EMPLOYMENT
                                        AGREEMENT WITH THE COMPANY), THEN ALL
                                        OPTIONS SHALL BECOME IMMEDIATELY VESTED
                                        AND OPTIONEE SHALL HAVE THOSE RIGHTS
                                        WITH RESPECT TO THE OPTIONS AS PROVIDED
                                        IN THIS AGREEMENT WITHOUT REGARD TO SUCH
                                        TERMINATION.
 
<PAGE>
                                EXHIBIT A


     For purposes of this Agreement, an Acceleration Event shall be deemed to
have occurred if after the date of the closing of the initial public offering by
the Company (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 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 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 of indirectly, of thirty-
five percent 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
immediately 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 a series of related
transactions) or 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 month period such
that "continuing directors" cease for any reason to constitute at least a 51%
majority of the Board.  For purposes of this clause, "continuing directors"
means those members of the Board who either were directors at the beginning of
such consecutive twenty-four month period or were elected by or on the
nomination or recommendation of at least a 51% majority of the then-existing
Board.  So long as there has not been an Acceleration Event within the meaning
of clause (iv), the Board of Directors may adopt a 51% majority vote of the
"continuing directors" a resolution to the effect that an event described in
clauses (i) or (ii) shall not constitute an Acceleration Event.  

<PAGE>

                                                                       Exhibit A
                            CS WIRELESS SYSTEMS, INC.
                                                                         NO. 023
                           NON-QUALIFIED STOCK OPTION

     THIS AGREEMENT, IS MADE AS OF THE GRANT DATE INDICATED IN SCHEDULE A
ATTACHED, AND BETWEEN CS WIRELESS SYSTEMS, INC. (THE "COMPANY"), AND THE
UNDERSIGNED INDIVIDUAL (THE "OPTIONEE"), PURSUANT TO THE 1996 CS WIRELESS
SYSTEMS, INC. INCENTIVE STOCK PLAN AS AMENDED (THE "PLAN").  (TERMS NOT DEFINED
HEREIN SHALL HAVE THE SAME MEANING AS IN THE PLAN.)

     WHEREAS, THE OPTIONEE IS AN ELIGIBLE EMPLOYEE OF THE COMPANY AND THE
COMPANY THROUGH THE PLAN'S COMMITTEE HAS APPROVED THE GRANT OF NON-QUALIFIED
STOCK OPTIONS ("OPTIONS") UNDER THE PLAN TO THE OPTIONEE.

     NOW, THEREFORE, IN CONSIDERATION OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND PURSUANT TO THE PLAN, THE PARTIES AGREE AS FOLLOWS:

     1.   GRANT OF OPTIONS.  THE COMPANY HEREBY GRANTS TO THE OPTIONEE THE RIGHT
          AND OPTION TO PURCHASE FROM THE COMPANY, AT THE EXERCISE PRICE SET
          FORTH IN SCHEDULE A, ALL OR ANY PART OF THE AGGREGATE NUMBER OF COMMON
          SHARES OF THE COMPANY, AS SUCH COMMON SHARES ARE PRESENTLY CONSTITUTED
          (THE "COMMON SHARES"), SET FORTH IN SCHEDULE A.

     2.   TERMS AND CONDITIONS.  IT IS UNDERSTOOD AND AGREED THAT THE OPTION
          EVIDENCED HEREBY IS SUBJECT TO THE PROVISIONS OF THE PLAN (WHICH ARE
          INCORPORATED HEREIN BY REFERENCE) AND THE FOLLOWING TERMS AND
          CONDITIONS:

          A.   EXPIRATION DATE:  THE OPTION EVIDENCED HEREBY SHALL EXPIRE ON THE
               DATE SPECIFIED IN SCHEDULE A.  EXCEPT FOR UNVESTED OPTIONS
               PURSUANT TO THE VESTING SCHEDULE BELOW, WHICH SHALL EXPIRE
               IMMEDIATELY ON A TERMINATION OF EMPLOYMENT, THE OPTION SHALL NOT
               EXPIRE AT AN EARLIER DATE UPON TERMINATION OF OPTIONEE'S
               EMPLOYMENT, UNLESS SUCH TERMINATION IS FOR CAUSE, AS DEFINED IN
               THE PLAN.

          B.   EXERCISE OF OPTION.  THE OPTION EVIDENCED HEREBY SHALL BE
               EXERCISABLE FROM TIME TO TIME BY SUBMITTING THE APPROPRIATE
               NOTICE OF EXERCISE FORM REFERRED TO BELOW TEN DAYS PRIOR TO THE
               DATE OF EXERCISE SPECIFYING THE NUMBER OF SHARES FOR WHICH THE
               OPTION IS BEING EXERCISED, ADDRESSED AS FOLLOWS:

                         CS WIRELESS SYSTEMS, INC.
                         200 CHISHOLM PLACE, SUITE 200
                         PLANO, TEXAS 75075
                         ATTENTION: CHIEF FINANCIAL OFFICER

<PAGE>


               (1)  CASH ONLY EXERCISE -- SUBMITTING A "NOTICE OF CASH EXERCISE"
                    ACCOMPANIED BY THE FULL CASH PURCHASE PRICE OF THE EXERCISED
                    SHARES; OR 

               (2)  CASHLESS EXERCISE -- PROVIDED THE COMPANY HAS ADOPTED SUCH A
                    PROCEDURE AT THIS TIME, SUBMITTING AN "IRREVOCABLE LETTER OF
                    INSTRUCTION" AND "CASHLESS EXERCISE AND SALE FORM"
                    AUTHORIZING THE DELIVERY FOR SALE OF THE EXERCISED COMMON
                    SHARES, OR

               (3)  COMBINATION -- TENDERING A COMBINATION OF (1) AND (2) ABOVE.

               WITHHOLDING TAXES.  WITHOUT REGARD TO THE METHOD OF EXERCISE AND
               PAYMENT, THE OPTIONEE SHALL PAY TO THE COMPANY, UPON NOTICE OF
               THE AMOUNT DUE, ANY WITHHOLDING TAXES PAYABLE WITH RESPECT TO
               SUCH EXERCISE.

               VESTING SCHEDULE.  THE OPTIONS WILL BECOME VESTED AND EXERCISABLE
               AS SET FORTH ON SCHEDULE A HERETO OR, IF NOT SPECIFICALLY SET
               FORTH THEREIN, ON THE YEARLY ANNIVERSARY OF THIS AGREEMENT, IN
               EQUAL ANNUAL INSTALLMENTS OVER FOUR YEARS.  NOTWITHSTANDING THE
               FOREGOING THRESHOLD REQUIREMENTS, THE OPTIONS SHALL BECOME VESTED
               AND EXERCISABLE IN FULL EARLIER UPON THE HAPPENING OF AN
               "ACCELERATION EVENT", AS DEFINED IN EXHIBIT A.

          C.   COMPLIANCE WITH LAWS AND REGULATIONS.  THE OPTION EVIDENCED
               HEREBY IS SUBJECT TO RESTRICTIONS IMPOSED AT ANY TIME ON THE
               EXERCISE OR DELIVERY OF SHARES IN VIOLATION OF THE BYLAWS OF THE
               COMPANY OR OF ANY LAW OR GOVERNMENTAL REGULATION THAT THE COMPANY
               MAY FIND TO BE VALID AND APPLICABLE.

          D.   INTERPRETATION.  OPTIONEE HEREBY ACKNOWLEDGES THAT THIS AGREEMENT
               IS GOVERNED BY THE PLAN, A COPY OF WHICH OPTIONEE HEREBY
               ACKNOWLEDGES HAVING RECEIVED, AND BY SUCH ADMINISTRATIVE RULES
               AND REGULATIONS RELATIVE TO THE PLAN AND NOT INCONSISTENT
               THEREWITH AS MAY BE ADOPTED AND AMENDED FROM TIME BY THE
               COMMITTEE (THE "RULES").  OPTIONEE AGREES TO BE BOUND BY THE
               TERMS AND PROVISIONS OF THE PLAN AND THE RULES.

          E.   TRANSFER RESTRICTIONS.  IN ADDITION TO THE RESTRICTIONS ON
               TRANSFERABILITY IMPOSED BY THE PLAN AND THE INCENTIVE PLAN, THIS
               OPTION IS NOT TRANSFERABLE OTHER THAN BY WILL OR THE LAWS OF
               DESCENT AND DISTRIBUTION.
     
<PAGE>

     IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE EXECUTED
BY ITS AUTHORIZED OFFICER, AS OF THE GRANT DATE IDENTIFIED IN SCHEDULE A.

AGREED TO:                         CS WIRELESS SYSTEMS, INC.


/S/ JEFFREY A. KUPP                BY:  /S/ JARED E. ABBRUZZESE
---------------------                   -----------------------
OPTIONEE: JEFFREY A. KUPP               JARED E. ABBRUZZESE
                                        CHAIRMAN

<PAGE>
                                   
                               SCHEDULE A


                               OPTION DATA


          OPTIONEE'S NAME:              JEFFREY A. KUPP

          NUMBER OF COMMON SHARES
          SUBJECT TO THIS OPTION:       16,000    

          GRANT DATE:                   APRIL 2, 1997

          EXERCISE PRICE PER SHARE:     $6.50

          EXPIRATION DATE:              APRIL 2, 2007

          VESTING PROVISIONS:           NOTWITHSTANDING ANYTHING TO THE CONTRARY
                                        CONTAINED IN THE PLAN OR THIS AGREEMENT,
                                        INCLUDING SECTION 2 OF THIS AGREEMENT,
                                        IF OPTIONEE'S EMPLOYMENT IS TERMINATED
                                        FOR ANY REASON OTHER THAN FOR CAUSE (AS
                                        DEFINED BY OPTIONEE'S EMPLOYMENT
                                        AGREEMENT WITH THE COMPANY), THEN ALL
                                        OPTIONS SHALL BECOME IMMEDIATELY VESTED
                                        AND OPTIONEE SHALL HAVE THOSE RIGHTS
                                        WITH RESPECT TO THE OPTIONS AS PROVIDED
                                        IN THIS AGREEMENT WITHOUT REGARD TO SUCH
                                        TERMINATION.

<PAGE>

                                EXHIBIT A


For purposes of this Agreement, an Acceleration Event shall be deemed to have
occurred if after the date of the closing of the initial public offering by the
Company (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 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 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 of indirectly, of thirty-
five percent 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
immediately 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 a series of related
transactions) or 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 month period such
that "continuing directors" cease for any reason to constitute at least a 51%
majority of the Board.  For purposes of this clause, "continuing directors"
means those members of the Board who either were directors at the beginning of
such consecutive twenty-four month period or were elected by or on the
nomination or recommendation of at least a 51% majority of the then-existing
Board.  So long as there has not been an Acceleration Event within the meaning
of clause (iv), the Board of Directors may adopt a 51% majority vote of the
"continuing directors" a resolution to the effect that an event described in
clauses (i) or (ii) shall not constitute an Acceleration Event.  

<PAGE>
                                                                       Exhibit B

                             NONDISCLOSURE AGREEMENT


AGREEMENT made as of the 2ND day of APRIL, 1997, by and between the undersigned
individual residing at the address indicated following his signature below
(hereinafter referred to as "Employee") and CS WIRELESS SYSTEMS, INC., a
Delaware corporation, having its principal place of business at 200 Chisholm
Place, Suite 202, Plano, Texas 75075 (hereinafter referred to as "Employer").

WHEREAS, Employee is being employed by Employer in a capacity wherein Employee
will come into possession of material of a confidential, sensitive or
proprietary nature concerning the business, plans and trade secrets of Employer
and its Affiliates (as defined below) and of third parties; and

WHEREAS, the continued confidential treatment of such information is vital to
the success of Employer's business,

NOW THEREFORE, the parties agree as follows:

1.   Employee acknowledges that his work as an employee of Employer will bring
     him into close contact with the Confidential Information (as defined below)
     of Employer and of third parties.  Employee acknowledges that such
     Confidential Information is reposed in him in trust.

2.   Employee hereby agrees that he shall, both during and after his employment,
     maintain such Confidential Information in confidence and neither disclose
     to others (nor cause to be disclosed) nor use personally (nor cause to be
     used) such Confidential Information without the prior written permission of
     Employer unless required or compelled to do so by a court order; provided,
     that in the event that Employee becomes legally required or compelled to
     disclose Confidential Information, Employee will, to the extent practicable
     under the circumstances, provide Employer with written notice thereof so
     that Employer may seek a protective order or other appropriate remedy;
     provided further, that in any such event, Employee will disclose only such
     information as is legally required and will exercise reasonable efforts to
     obtain confidential treatment for any Confidential Information being
     disclosed.  Employee will also take reasonable precautions to prevent the
     inadvertent exposure of Confidential Information to unauthorized persons or
     entities.

3.   Employee acknowledges that he may, during his employment, add to Employer's
     Confidential Information and he agrees that any such additions shall fall
     within the strictures of this Agreement.

<PAGE>


4.   Employee agrees that upon any termination of his employment with Employer
     or any Affiliate thereof, or upon request if sooner, he shall forthwith
     return to Employer all reports, correspondence, notes, financial
     statements, computer printouts and other documents and recorded material of
     every nature (including all copies thereof) which may be in his possession
     or under his control dealing with Confidential Information.

5.   All inventions, discoveries, improvements, computer software, firmware,
     programs, documentation, manuals and other works of authorship
     (collectively referred to as "Intellectual Property"), whether or not
     copyrightable or patentable, made, created, developed, written or conceived
     by Employee during the course of Employee's employment by the Employer and
     within the scope of Employee's employment will be deemed work made for
     hire, whether made solely or jointly with another.  All such Intellectual
     Property will be the property of the Employer.  Employee hereby assigns to
     the Employer all right, title and interest in and to all Intellectual
     Property.

6.   Employee will, without charge to the Employer but at its expense, execute a
     specific assignment of title to Employer and do anything else reasonably
     necessary to enable the Employer to secure a patent, copyright or other
     form of protection for said Intellectual Property anywhere in the world.

7.   Employee acknowledges that the covenants in this Agreement have existed
     since the commencement of his employment with Employer.  These covenants
     are expressions of his duty as an employee not to use the Confidential
     Information to the detriment of Employer.  In addition, Employee
     acknowledges that he shall benefit from entry into this Agreement as
     Employer shall be willing to continue to provide access to Confidential
     Information to Employee.

8.   EMPLOYEE ACKNOWLEDGES THAT EMPLOYER WOULD BE IRREPARABLY DAMAGED AND THERE
     WOULD BE NO ADEQUATE REMEDY AT LAW FOR EMPLOYEES'S BREACH OF THIS
     AGREEMENT, AND ACCORDINGLY, THE TERMS OF THIS AGREEMENT SHALL BE
     SPECIFICALLY ENFORCED.  EMPLOYEE HEREBY CONSENTS TO THE ENTRY OF ANY
     TEMPORARY RESTRAINING ORDER OR PRELIMINARY OR EX PARTE INJUNCTION, IN
     ADDITION TO ANY OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY, TO ENFORCE
     THE PROVISIONS HEREOF.

9.   This Agreement is not an agreement of employment and nothing herein shall
     be construed to obligate Employer to employ Employee for any definite
     duration or upon any specific terms.

10.  As used herein, "Confidential Information" shall mean all confidential
     information and trade secrets of Employer or any of its Affiliates, whether
     now existing or hereafter acquired or developed, including, without
     limitation, financial statements, business plans,

<PAGE>

     working methods, investments, materials, processes, programs, designs, 
     drawings, names of and relationships with current or potential vendors 
     and lenders and other third parties, contractual arrangements, profit 
     formulas, experimental investigations, studies, current or potential 
     customer names and requirements, current or potential professional 
     associations or contacts, information submitted to Employer or its 
     Affiliates by third parties on a confidential basis and similar other 
     non-public or otherwise confidential, sensitive or proprietary 
     information.  "Confidential Information" shall not include information 
     that is generally within the public domain, or has become generally 
     known within the wireless cable industry without breach of any 
     obligation of confidentiality of Employee or any third party.

11.  As used herein, the term "Affiliates" shall mean any individual or entity
     controlling, controlled by or under common control with the Employer, now
     or in the future, including without limitation, partnerships in which
     Employer or any Affiliate may invest as a limited or general partner and
     limited liability companies in which Employer or any Affiliate may become a
     member.

12.  This Agreement shall survive the termination of the employment of Employee
     and shall not be amended except by a writing signed by the parties hereto. 
     This Agreement shall be binding upon the Employee and his heirs, legal
     representatives, successors and assigns.

13.  This Agreement shall be governed and construed in accordance with the laws
     of the State of Delaware.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.

                              CS WIRELESS SYSTEMS, INC.



                              By:  /s/ Jared E. Abbruzzese
                                   ------------------------
                                   Jared E. Abbruzzese
                                   Chairman


                              EMPLOYEE:



                              /s/ Jeffrey A. Kupp
                              -------------------
                              Jeffrey A. Kupp