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                             EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (this "Agreement") made as of November 12, 1998 
(the "Effective Date") by and between the undersigned employee, residing at 
the address indicated below (hereinafter referred to as "Employee") and CS 
Wireless Systems, Inc., a Delaware corporation having its principal place of 
business at 1101 Summit Avenue, Plano, Texas 75074 (hereinafter referred to 
as the "Company").

     1. EMPLOYMENT.  The Company hereby employs Employee and Employee agrees 
to work for the Company with the title specified on Schedule A below 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, the Company agrees to pay Employee the base annual salary 
specified on Schedule A below ("Base Salary").  Such Base Salary shall be 
reviewed no less frequently than annually during the term of this Agreement 
and may be increased but not decreased by the Company's 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) BONUSES.  During the Term of this Agreement, the Company shall 
pay to the Employee an annual bonus of up to 25% of Base Salary, based upon 
the Company's achievement of performance targets established by the Company's 
board of directors.  These targets will be revised annually within ninety 
days of the beginning of each fiscal year in consultation with the Employee.  
The bonus may be structured as a part of a deferred compensation arrangement. 

        (c) INCENTIVE COMPENSATION.  During the Term of this Agreement, 
Employee shall be entitled to participate in any pooled incentive programs 
established by the Company for  executive employees. 

        (d) BENEFITS/VACATION.  During the Term of this Agreement, the 
Company also shall provide Employee with such other benefits, including 
medical, disability, pension and severance plans, as are made generally 
available to executive employees of the Company from time to time.  Employee 
shall be entitled to twenty-six bank days as the vacation, personal and sick 
benefit during each year of the Term in accordance with the policy set forth 
in the Employee Manual of the Company.  Accrued vacation may be carried over 
or "sold back" to the Company to the extent permitted by, and in accordance 
with, the policy set forth in the Employee Manual of the Company.

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        (e) LIFE INSURANCE.  Subject to Employee's submitting to any required 
physical examinations, the Company shall purchase and maintain in effect a 
term insurance policy with a face amount of one times Employee's Base Salary 
or other greater amount as may be specified in the Company's executive 
benefit policies or plans on the life of Employee and shall permit Employee 
to designate the beneficiary thereof.  

     3.  SERVICES.  Employee agrees to devote substantially all of his 
working time, attention and energies to the business of the Company and its 
Affiliates under the general direction of the board of directors acting 
through its Chairman and delegated officers.  Nothing herein shall be 
interpreted to preclude Employee from participating as an officer or director 
of, or advisor to, any charitable or other tax exempt or civic organization.  

     4.  TERM.  The term of this Agreement (the "Term" or the "Term of this 
Agreement") shall be for a period beginning on the Effective Date and 
continuing until the first anniversary of the Effective Date, and shall be 
automatically renewed annually thereafter for successive one year periods on 
terms no less favorable than are contained herein unless either party gives 
notice to the other of its intention not to renew this Agreement within sixty 
days of the expiration of the Term of this Agreement.  

     5. EARLY TERMINATION.  (a) IN GENERAL.  The Employee's employment 
hereunder shall be terminated and, other than the obligations listed in 
Paragraph 5(b), the Company's obligations hereunder shall cease, including 
the obligation to pay compensation for any period after the date of 
termination, (i) without the necessity of notice, upon the death of the 
Employee, or (ii) upon written notice of a finding by the Company's 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 a material adverse affect 
on the financial condition of the Company (any such finding is referred to 
herein as "Cause").  Upon any termination of Employee's employment, the Term 
of this Agreement shall expire.  In the event of Employee's death or 
Employee's termination of employment by the Company other than for Cause, 
Employee shall be entitled to severance in an amount equal to his then Base 
Salary under Paragraph 2 (the "Severance Amount"), payable in twelve equal 
monthly installments.  If, within eighteen months following the Effective 
Date, (a) Employee terminates his or her employment for Good Reason, or (b) 
the Company terminates Employee's employment other than for Cause, the 
Company shall pay the Severance Amount in a lump sum not later than ten (10) 
days after the date the Company selects as Employee's last day of active 
employment (the "Effective Date"), provided, however, that at Employee's 
option, the Severance Amount shall be payable to Employee in the form of 
equal periodic payments ("Deferred Payment") according to the Company's 
regular payroll schedule or at any other intervals elected by Employee for a 
period commencing on the first regular payroll pay date beginning after the 
Effective Date (the 

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"Deferred Payment Period"). In order to receive Deferred Payment during a 
Deferred Payment Period, Employee must elect such Deferred Payment in writing 
and specify the Deferred Payment Period, which may not exceed the number of 
months of Base Monthly Salary payable to Employee as the Severance Amount.  
In the event of Employee's death during the Deferred Payment Period, any 
unpaid Deferred Payment shall be paid in a lump sum to such beneficiary or 
beneficiaries designated by Employee in writing or, failing such designation, 
to Employee's spouse if Employee is married or to Employee's estate if 
Employee is unmarried.

        (b) PAYMENTS UPON TERMINATION. Upon termination of this Agreement for 
any reason, Employee shall be entitled to all compensation and benefits 
earned but not yet paid up to and including the termination date, including 
Base Salary, bonus and any other incentive compensation.  Unless otherwise 
specified in this Agreement, unused vacation shall be treated in accordance 
with the policy set forth in the Employee Manual of the Company.

        (c) GOOD REASON.  For purposes of this Agreement, Good Reason shall 
mean, with respect to Employee, (i) the assignment to Employee of any 
material duties materially inconsistent with Employee's position, authority, 
duties or responsibilities immediately before the Effective Date, excluding 
for this purpose an isolated, insubstantial and inadvertent action not taken 
in bad faith and that is remedied by the Company promptly after receipt of 
notice thereof given by Employee; (ii) any material reduction in Employees 
Base Salary, opportunity to earn annual bonuses or other compensation  or 
employee benefits, other than as a result of an isolated and inadvertent 
action not taken in bad faith and that is remedied by the Company promptly 
after receipt of notice thereof given by Employee; (iii) the Company's 
requiring Employee to relocate his or her principal place of business to a 
place that is more than thirty-five miles from his or her previous principal 
place of business, or (iv) any purported termination of this Agreement 
otherwise than as expressly permitted by this Agreement.

        (d) 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 60 days during any calendar year in the Term hereunder.  This 
Agreement may thereafter be terminated by the Company and, if such 
termination is not within two years of the Effective Date, 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. 

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     6. EMPLOYER'S AUTHORITY.  Employee agrees to observe and comply with the 
rules and regulations of the Company as adopted by the Company's President or 
Chief Executive Officer or by the Company's 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 of this Agreement, the Company shall 
reimburse Employee for the reasonable business expenses 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. AUTOMOBILE ALLOWANCE.  During the Term of this Agreement, Employee 
shall be entitled to an automobile allowance as specified on Schedule A 
below, payable monthly in arrears.

     9. NON-DISCLOSURE/NON-COMPETITION.  (a) Employee has executed a 
Nondisclosure Agreement of the Company.  Said agreement shall survive 
termination of 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 by the Company for Cause or (y) Employee voluntarily terminates 
his employment relationship hereunder with the Company other than for Good 
Reason, for a period of six (6) 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 in a capacity that is directly competitive with 
any business (each a "Related Business") being carried on by the Company or 
any Affiliate thereof at the time of Employee's termination of employment, or 
(b) be employed by or provide consulting services to or be an investor, 
partner, member or shareholder in, any entity or other person in a Related 
Business within 25 miles of any city in which the Company or any Affiliate 
thereof, does business at time of execution or any other city or community in 
which the Company or any Affiliate thereof, has a transmission license at the 
time of termination, without the prior written consent of the Company's 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 restriction 
determined to be invalid or unenforceable shall be deemed so amended as to 
make such restriction valid and enforceable in the 

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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 9(b) shall 
survive the termination of this Agreement.

     10. EXECUTION, DELIVERY AND PERFORMANCE.  To the best of Employee's 
knowledge, the execution, delivery and performance by Employee of this 
Agreement or any other agreement, instrument or document contemplated herein 
or hereby will not result in a breach of or conflict with any terms of any 
other agreement, instrument or document to which Employee is a party or by 
which Employee or his property is bound.  No consent or approval of any 
person or entity, other than those that have been obtained by Employee, is 
required for Employee to execute, deliver and perform its obligations under 
this Agreement or any agreement, instrument or document contemplated herein 
or hereby.  

     11. 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 Company at the address indicated above and if to the 
Employee at the address indicated below (or to such other address as may be 
provided by written notice received at least five (5) business days prior to 
the hand delivery or mailing of any such notice).

     12. MISCELLANEOUS.  (a) This Agreement (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 to any Affiliate of the Company or to the successors 
or assigns of the Company, provided such successors or assigns carry on 
substantially the Company's telecommunications business as conducted at the 
time of assignment and shall be binding upon, and inure to the benefit of, 
any such Affiliate, successor or assign.  

         (b) Headings herein are for convenience of reference only and shall 
not define, limit or interpret the contents hereof.

        (c) As used herein, the term "Affiliate" shall mean any entity 
controlled by or under common control with the Company.

     13. 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.

     14. SPECIFIC ENFORCEMENT.  The parties acknowledge that the Company 
would be irreparably damaged and there would be no adequate remedy at law for 
the Employee's 

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breach of Paragraph 9 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 injunction, in addition to any 
other remedies available at law or in equity, to enforce the provisions 
hereof, provided sufficient facts are shown to warrant such relief.

     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 construed and regulated in 
all respects under the laws of the State of Texas.

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

CS WIRELESS SYSTEMS, INC.                   EMPLOYEE:

By:                                         By:
   ---------------------------------           ---------------------------------
   Name:  David E. Webb                        Name: Albert G. McGrath, Jr.
   Title: Chief Executive Officer