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                                                                   EXHIBIT 10.1
                              INDEMNITY AGREEMENT

     AGREEMENT, as of __________, (the "Agreement"),  between CS Wireless
Systems, Inc., a Delaware corporation (the  "Company"), and __________ (the
"Indemnitee").

     WHEREAS, it is essential to the Company to retain and attract as 
directors, officers and employees the most capable persons available;

    WHEREAS, both the Company and Indemnitee recognize the increased risk of 
litigation and other claims being asserted against directors, officers and 
employees of public companies  in today's environment;

    WHEREAS, the Bylaws of the Company require the Company to indemnify its 
directors, officers and employees to the fullest extent permitted by law;

    WHEREAS, the Bylaws of the Company require the Company to advance 
expenses to its directors and officers to the fullest extent permitted by 
law, and permit the Company to advance expenses to employees and others by 
agreement;

    WHEREAS, the Indemnitee has been serving and continues to serve as a 
director, officer or employee of the Company in part in reliance on such 
Bylaws;

    WHEREAS, in recognition of Indemnitee's need for substantial protection 
against personal liability in order to enhance Indemnitee's continued service 
to the Company in an  effective manner and Indemnitee's reliance on the 
aforesaid Bylaws, and in part to provide Indemnitee with specific contractual 
assurance that the protection promised by such Bylaws will be available to 
Indemnitee (regardless of, among other things, any amendment to or revocation 
of such Bylaws or any change in the composition of the Company's Board of  
Directors or acquisition transaction relating to the Company), the Company 
wishes to provide in this Agreement for  the indemnification of and the 
advancing of expenses to Indemnitee to the fullest extent permitted by law 
and as set  forth in this Agreement, and, to the extent insurance is  
maintained, for the continued coverage of Indemnitee under the Company's 
directors' and officers' liability insurance  policies;

 NOW, THEREFORE, in consideration of the premises and of  Indemnitee 
continuing to serve the Company directly or, at  its request, with another 
enterprise, and intending to be  legally bound hereby, the parties hereto 
agree as follows:

 1.      CERTAIN DEFINITIONS:

    (a)  Change in Control:  For purposes of this Agreement, a "Change in 
Control" shall mean any of the following events:

         (i)  An acquisition (other than directly from the Company) of any 
voting securities of the Company (the "Voting Securities") by any "Person" 
[as the term person is used for purposes of Section 13(d) or 14(d) of the 
Securities Exchange Act of 1934, as amended (the "1934 Act")] immediately after
which such Person has "Beneficial Ownership" (within the 

                                       

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meaning of Rule 13d-3 promulgated under the 1934 Act) of fifteen 
percent (15%) or more of the combined voting power of the Company's then 
outstanding Voting Securities; provided, however, that in determining whether 
a Change in Control has occurred, Voting Securities which are acquired in a 
"Non-Control Acquisition" (as hereinafter defined) shall not  constitute an 
acquisition which would cause a Change in Control. A "Non-Control 
Acquisition" shall mean an acquisition by (1) an employee benefit plan (or a 
trust forming a part thereof) maintained by (x) the Company or (y) any 
corporation or other person of which a majority of its voting power or its 
equity securities or equity interest is owned directly or indirectly by the 
Company (a "Subsidiary"), (2) the Company or any Subsidiary, or (3) any 
Person in connection with a "Non-Control Transaction" (as hereinafter 
defined).

         (ii) The individuals who, as of September 4, 1997, are members of 
the Board (the "Incumbent Board") cease for any reason to constitute at least 
two-thirds of the Board; provided, however,  that if the election, or 
nomination for election by the Company's stockholders, of any new director 
was approved by a vote of at least two-thirds of the Incumbent Board, such 
new director shall, for purposes of this Agreement, be considered as a member 
of the Incumbent Board; provided further, however, that no individual shall 
be considered a member of the Incumbent Board if such individual initially 
assumed office as a result of either an actual or threatened "Election 
Contest" (as described in Rule 14a-11 promulgated under the 1934 Act) or 
other actual or threatened solicitation of proxies or consents by or on 
behalf of a Person other than the Board (a "Proxy Contest") including by 
reason of any agreement intended to avoid or settle any Election Contest or 
Proxy Contest; or  

         (iii)  Approval by stockholders of the Company of:

              (A)  a merger or consolidation  involving the Company unless 
(1) the stockholders of the Company, immediately before such merger, 
consolidation or reorganization, own, directly or indirectly immediately 
following such merger, consolidation or reorganization, at least sixty 
percent (60%) of the combined voting power of the outstanding voting 
securities of the corporation resulting from such merger or consolidation or 
reorganization (the "Surviving Corporation") in substantially the same 
proportion as their ownership of the Voting Securities immediately before 
such merger, consolidation or reorganization, (2) the individuals who were 
members of the Incumbent Board immediately prior to the execution of the 
agreement providing for such merger, consolidation or reorganization 
constitute at least two-thirds of the members of the board of directors of 
the Surviving Corporation,  and (3)  no Person (other than the Company, any 
Subsidiary, any employee benefit plan (or any trust forming a part thereof) 
maintained by the Company, the Surviving Corporation or any Subsidiary, or 
any Person who, immediately prior to such merger, consolidation or 
reorganization had Beneficial Ownership of fifteen percent (15%) or more of 
the then outstanding Voting Securities) has Beneficial Ownership of fifteen 
percent (15%) or more of the combined voting power of the Surviving 
Corporation's then outstanding voting securities. A transaction described in 
clauses (1) through (3) shall herein be referred to as a "Non-Control 
Transaction;" 

              (B)  A complete liquidation or  dissolution of the Company; or

              (C) An agreement for the sale or  other disposition of all or 
substantially all of the assets of  the Company to any Person (other  than a 
transfer to a Subsidiary). Notwithstanding the foregoing, a Change in Control 
shall not be deemed to occur solely because 

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any Person (the "Subject Person") acquired Beneficial Ownership of more than 
the permitted amount of the outstanding Voting Securities as a result of the 
acquisition of Voting Securities by the Company which, by reducing the number 
of Voting Securities outstanding, increases the proportional number of shares 
Beneficially Owned by the Subject Person, provided that is a Change in 
Control would occur (but for the operation of this sentence) as a result of 
the acquisition of Voting Securities by the Company, and after such share 
acquisition by the Company, the Subject Person becomes the Beneficial Owner 
of any additional Voting Securities which increases the percentage of the 
then outstanding Voting Securities Beneficially Owned by the Subject Person, 
then a Change in Control shall occur.

    (b)  Claim:  any threatened, pending or  completed action, suit or 
proceeding, whether  civil, criminal, administrative or investigative  or 
other, including, without limitation, an  action by or in the right of any 
other corporation of any type or kind, domestic or  foreign, or any 
partnership, joint venture,  trust, employee benefit plan or other  
enterprise, whether predicated on foreign,  federal, state or local law and 
whether formal  or informal.

    (c)  Expenses:  include attorney's fees and  all other costs, charges and 
expenses paid or  incurred in connection with investigating,  defending, 
being a witness in or participating  in (including on appeal), or preparing 
to  defend, be a witness in or participate in any Claim relating to any 
Indemnifiable Event.

    (d)  Indemnifiable Event:  any event or occurrence related to the fact 
that Indemnitee  is or was or has agreed to become a director, officer, 
employee, agent or fiduciary of the  Company, or is or was serving or has 
agreed to serve in any capacity, at the request of the  Company, in any other 
corporation, partnership, joint venture, employee benefit plan, trust or  
other enterprise, or by reason of anything done or not done by Indemnitee in 
any such capacity.

    (e)  Potential Change of Control: shall be deemed to have occurred if

         (i) the Company enters into an agreement or arrangement, the 
consummation of which would result in the occurrence of a Change in control; 
or

         (ii) the Board adopts a resolution to the effect that, for purposes 
of this Agreement, a Potential  Change in control has occurred.

    (f)  Voting Securities:  any securities of the Company which vote 
generally in the election of directors.

2.  BASIC INDEMNIFICATION ARRANGEMENT: 

    (a)  In the event Indemnitee was, is or becomes a party to or witness or 
other  participant in, or is threatened to be made a  party to or witness or 
other participant in, a  Claim by reason of (or arising in part out of) an 
Indemnifiable Event, the Company shall  indemnify Indemnitee (without regard 
to the negligence or other fault of the Indemnitee) to  the fullest extent 
permitted by applicable law, as soon as practicable but in no event later 
than thirty days after written demand is  presented to the Company, against 
any and all  Expenses, judgments, fines, penalties, excise taxes and amounts 
paid or to be paid in settlement (including all interest, assessments  and 
other charges paid or payable in connection  with or in respect of such 
Expenses, judgments, 

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fines, penalties, excise taxes or amounts paid or to be paid in settlement) 
of such Claim.  If  Indemnitee makes a request to be indemnified under this 
Agreement, the Board of Directors (i) acting by a  majority vote of the 
directors who are not parties to the Claim with respect to an Indemnifiable 
Event, even if less than a quorum, (ii) acting by a committee of such 
directors appointed by a majority vote of such directors, even if less than a 
quorum, or (iii) acting upon an opinion in writing of independent legal 
counsel, if there are no such directors or if such directors so request 
("Board Action")  shall, as soon as practicable but in no event  later than 
thirty days after such request,  authorize such indemnification.  
Notwithstanding anything in the Restated Certificate of Incorporation of the 
Company (the "Certificate of Incorporation"), the Bylaws of the Company or 
this Agreement to the contrary, following a  Change in Control, Indemnitee 
shall, unless  prohibited by law, be entitled to indemnification pursuant to 
this Agreement in connection with any Claim initiated by Indemnitee.

    (b)  Notwithstanding anything in the Certificate of Incorporation, the 
Bylaws or this  Agreement to the contrary, if so requested by  Indemnitee, 
the Company shall advance (within  two business days of such request) any and 
all Expenses relating to a Claim to Indemnitee (an  "Expense Advance"), upon 
the receipt of a  written undertaking by or on behalf of  Indemnitee to repay 
such Expense Advance if a judgment or other final adjudication adverse to  
Indemnitee (as to which all rights or appeal therefrom have been exhausted or 
lapsed) establishes that Indemnitee, with respect to  such Claim, is not 
eligible for indemnification.

    (c)  Notwithstanding anything in the Certificate of Incorporation, the 
Bylaws or this  Agreement to the contrary, if Indemnitee has commenced legal 
proceedings in a court of  competent jurisdiction to secure a determination 
that Indemnitee should be indemnified under this  Agreement, the Bylaws of 
the Company or applicable law, any Board Action or Arbitration  (as defined 
in Section 3) that Indemnitee would not be permitted to be indemnified in 
accordance  with Section 2(a) of this Agreement shall not be  binding.  If 
there has been no Board Action or  Arbitration, or if Board Action or 
Arbitration determines that Indemnitee would not be  permitted to be 
indemnified, in any respect, in  whole or in part, in accordance with Section 
2(a) of this Agreement, Indemnitee shall have  the right to commence 
litigation in the court which is hearing the action or proceeding relating to 
the Claim for which indemnification is sought or in any court in the States 
of  Delaware or Texas having subject matter jurisdiction thereof and in which 
venue is  proper seeking an initial determination by the  court or 
challenging any such Board Action or Arbitration or any aspect thereof, and 
the  Company thereby consents to service of process and to appear in any such 
proceeding.  Any Board  Action not followed by Arbitration or such  
litigation, and any Arbitration not followed by  such litigation, shall be 
conclusive and binding on the Company and Indemnitee.

3.  CHANGE IN CONTROL.

    The Company agrees that if there is a Change in Control, Indemnitee, by
giving written notice to the Company and the American Arbitration Association
(the "Notice"), may require that any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration (the "Arbitration"), in Dallas, Texas, in accordance with the Rules
of the American Arbitration Association (the "Rules"). The Arbitration shall be
conducted by a panel of three arbitrators selected in accordance with the Rules
within thirty days of delivery of the Notice. The decision of the panel shall be
made as soon as practicable after the panel has been selected, and the parties
agree to use their reasonable efforts to cause the panel to deliver its 

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decision within ninety days of its selection.  The Company shall pay all fees 
and expenses of the Arbitration.  The Arbitration shall be conclusive and 
binding on the Company and Indemnitee, and Indemnitee may cause judgment upon 
the award rendered by the arbitrators to be entered in any court having 
jurisdiction thereof; provided, however, that any Arbitration shall have no 
effect on Indemnitee's right to commence litigation pursuant to Section 2(c) 
of this Agreement, in which case, such Arbitration shall not be conclusive 
and binding on Indemnitee or the Company.

4.  ESTABLISHMENT OF TRUST.

    In the event of a Potential Change in Control or a Change in Control, the 
Company shall, promptly upon written request by Indemnitee, create a Trust 
for the benefit of Indemnitee and from time to time, upon written request of 
Indemnitee to the Company, shall fund such Trust in an amount, as set forth 
in such request, sufficient to satisfy any and all Expenses reasonably 
anticipated at the time of each such request to be incurred in connection 
with investigating, preparing for and defending any claim relating to an 
Indemnifiable Event, and any and all judgments, fines, penalties and 
settlement amounts of any and all claims relating to an Indemnifiable Event 
from time to time actually paid or claimed, reasonably anticipated or 
proposed to be paid. The terms of the Trust shall provide that upon a Change 
in Control (i) the Trust shall not be revoked or the principal thereof 
invaded, without the written consent of Indemnitee; (ii) the Trustee shall 
advance, within two business days of a request by Indemnitee, any and all 
Expenses to Indemnitee, not advanced directly by the Company to Indemnitee 
(and Indemnitee hereby agrees to reimburse the Trust under the circumstances 
under which Indemnitee would be required to reimburse the Company under 
Section 2(b) of this Agreement); (iii)  the Trust shall continue be to funded 
by the Company in accordance with the funding obligation set forth above; 
(iv)  the Trustee shall promptly pay to Indemnitee all amounts for which 
Indemnitee shall be entitled to indemnification pursuant to this Agreement or 
otherwise; and (v) all unexpended funds in such Trust shall revert to the 
Company upon a final determination by Board Action or Arbitration or a court 
of competent jurisdiction, as the case may be, that Indemnitee has been fully 
indemnified under the terms of this Agreement.  The Trustee shall be chosen 
by Indemnitee.  Nothing in this Section 4 shall relieve the Company of any of 
its obligations under this Agreement.

5.  INDEMNIFICATION FOR ADDITIONAL EXPENSES. 

    The Company shall indemnify Indemnitee against any and all expenses 
(including attorney's fees) and, if requested by Indemnitee, shall (within 
two business days of such request) advance such expenses to Indemnitee, which 
are incurred by Indemnitee in connection with any claim asserted by or action 
brought by Indemnitee for (i) indemnification or advance payment of Expenses 
by the Company under this Agreement or any other agreement or Company Bylaw 
now or hereafter in effect relating to Claims for Indemnifiable Events and/or 
(ii) recovery under any directors' and officers' liability insurance policies 
maintained by the Company, regardless of whether Indemnitee ultimately is 
determined to be entitled to such indemnification, advance expense payment or 
insurance recovery, as the case may be.

6.  PARTIAL INDEMNITY, ETC. 

    If Indemnitee is entitled, under any provisions of this Agreement to
indemnification by the Company for some or a portion of the Expenses, judgments,
fines, penalties, excise taxes and 

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amounts paid or to be paid in settlement of a Claim but not, however, for all 
of the total amount thereof, the Company shall nevertheless indemnify 
Indemnitee for the portion thereof to which Indemnitee is entitled.  
Moreover, notwithstanding any other provision of this Agreement, to the 
extent that Indemnitee has been successful on the merits or otherwise in 
defense of any or all Claims relating in whole or in part to an Indemnifiable 
Event or in defense of any issue or matter therein, including, without 
limitation, dismissal without prejudice, Indemnitee shall be indemnified 
against any and all Expenses, judgments, fines, penalties, excise taxes and 
amounts paid or to be paid in settlement of such Claim.  In connection with 
any determination by Board Action, Arbitration or a court of competent 
jurisdiction that Indemnitee is not entitled to be indemnified hereunder, the 
burden of proof shall be on the Company to establish that Indemnitee is not 
so entitled.

7.  NO PRESUMPTION.  

    For purposes of this Agreement, the termination of any claim, action, 
suit or proceeding, by judgment, order, settlement (whether with or without 
court approval) or conviction, or upon a plea of nolo contendere, or its 
equivalent, shall not create a presumption that Indemnitee did not meet any 
particular standard of conduct or have any particular belief or that a court 
has determined that indemnification is not permitted by applicable law or 
this Agreement.

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8.  CONTRIBUTION. 

    In the event that the indemnification provided for in this Agreement is 
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of 
indemnifying Indemnitee, shall contribute to the amount incurred by 
Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts 
paid or to be paid in settlement and/or for Expenses, in connection with any 
Claim relating to an Indemnifiable Event, in such proportion as is deemed 
fair and reasonable in light of all of the circumstances of such action by 
Board Action or Arbitration or by the court before which such action was 
brought in order to reflect (i) the relative benefits received by the Company 
and Indemnitee as a result of the event(s) and/or transactions(s) giving 
cause to such action; and/or (ii) the relative fault of the Company (and its 
other directors, officers, employees and agents) and Indemnitee in connection 
with such event(s) and/or transaction(s). Indemnitee's right to contribution 
under this Section 8 shall be determined in accordance with, pursuant to and 
in the same manner as, the provisions in Sections 2 and 3 hereof relating to 
Indemnitee's right to indemnification under this Agreement.

9.  NOTICE TO THE COMPANY BY INDEMNITEE. 

    Indemnitee agrees to promptly notify the Company in writing upon being 
served with or having actual knowledge of any citation, summons, complaint, 
indictment or any other similar document relating to any action which may 
result in a claim of indemnification or contribution hereunder.

10. NON-EXCLUSIVITY, ETC.

    The rights of the Indemnitee hereunder shall be in addition to any other 
rights Indemnitee may have under the Company's Certificate of Incorporation 
or Bylaws or the Delaware General Corporation Law or otherwise, and nothing 
herein shall be deemed to diminish or otherwise restrict Indemnitee's right 
to indemnification under any such other provision.  To the extent applicable 
law or the Certificate of Incorporation or the Bylaws of Company, as in 
effect on the date hereof or at any time in the future, permit greater 
indemnification than as provided for in this Agreement, the parties hereto 
agree that Indemnitee shall enjoy by this Agreement the greater benefits so 
afforded by such law or provision of the Certificate of Incorporation or 
Bylaws and this Agreement shall be deemed amended without any further action 
by the Company or Indemnitee to grant such greater benefits.  Indemnitee may 
elect to have Indemnitee's rights hereunder interpreted on the basis of 
applicable law in effect at the time of execution of this Agreement, at the 
time of the occurrence of the Indemnifiable Event giving rise to a Claim or 
at the time indemnification is sought.

11. LIABILITY INSURANCE.  

    To the extent the Company maintains at any time an insurance policy or
policies providing directors' and officers' liability insurance, Indemnitee
shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any other Company
director or officer under such insurance policy.  The purchase and maintenance
of such insurance shall not in any way limit or affect the rights and
obligations of the parties hereto, and the execution and delivery of this
Agreement shall not in any way be 

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construed to limit or affect the rights and obligations of the Company and/or 
of the other parties under any such insurance policy.

12. PERIOD OF LIMITATIONS.

    No legal action shall be brought and no cause of action shall be asserted 
by or on behalf of the Company or any affiliate of the Company against 
Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal 
representatives after the expiration of two years from the date of accrual of 
such cause of action, and any claim or cause of action of the Company or its 
affiliate shall be extinguished and deemed released unless asserted by the 
timely filing of a legal action within such two-year period; provided, 
however, that if any shorter period of limitations is otherwise applicable to 
any such cause of action such shorter period shall govern.

13. AMENDMENTS, ETC.  

    No supplement, modification or amendment of this Agreement shall be 
binding unless executed in writing by both of the parties hereto. No waiver 
of any of the provisions of this Agreement shall be deemed or shall 
constitute a waiver of any other provisions hereof (whether or not similar) 
nor shall such waiver constitute a continuing waiver.

14. SUBROGATION. 

    In the event of payment under this Agreement, the Company shall be 
subrogated to the extent of such payment to all of the rights of recovery 
with respect to such payment of Indemnitee, who shall execute all papers 
required and shall do everything that may be necessary to secure such rights, 
including the execution of such documents necessary to enable the Company 
effectively to bring suit to enforce such rights.

15. NO-DUPLICATION OF PAYMENTS. 

    The Company shall not be liable under this Agreement to make any payment 
in connection with any claim made against Indemnitee to the extent Indemnitee 
has otherwise actually received payment (under any insurance policy, Bylaw or 
otherwise) of the amounts otherwise Indemnifiable hereunder.

16. BINDING EFFECT, ETC. 

    This Agreement shall be binding upon and inure to the benefit of and be 
enforceable against and by the parties hereto and their respective 
successors, assigns (including any direct or indirect successor by purchase, 
merger, consolidation or otherwise to all of substantially all of the 
business and/or assets of the Company), spouses, heirs and personal and legal 
representatives. The Company shall require and cause any successor (whether 
direct or indirect by purchase, merger, consolidation or otherwise) to all, 
substantially all, or a substantial part of the business and/or assets of the 
Company, by written agreement in form and substance satisfactory to 
Indemnitee, expressly to assume and agree to perform this Agreement in the 
same manner and to the same extent that the Company would be required to 
perform if no such succession had taken place.  This Agreement shall continue 
in effect regardless of whether Indemnitee continues to 

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serve as a director and/or officer of the Company or of any other 
enterprise at the Company's request.

17. SEVERABILITY. 

    The provisions of this Agreement shall be severable in the event that any 
of the provisions thereof (including any provision within a single section, 
paragraph or sentence) are held by a court of competent jurisdiction to be 
invalid, void or otherwise unenforceable, and the remaining provisions shall 
remain enforceable to the fullest extent permitted by law.

18. NOTICES. 

    All notices, requests, demands and other communications required or 
permitted hereunder shall be in writing and shall be deemed to have been duly 
given when delivered by hand or when mailed by certified registered mail, 
return receipt requested, with postage prepaid:

          A.  If to Indemnitee, to: _____________________________________or 
to such other person or address which  Indemnitee shall furnish to the 
Company in writing pursuant to the above.

         B.  If to the Company, to: CS Wireless Systems, Inc., 200 Chisholm 
Place, Suite 202, Plano, Texas 75075 Attention:  Corporate Secretary  or to 
such person or address as the  Company shall furnish to Indemnitee in  
writing pursuant to the above.

19. GOVERNING LAW.  This Agreement shall be governed by and construed and 
enforced in accordance with the laws of the State of Delaware applicable to 
contracts made and to be performed in such State without giving effect to the 
principles of conflicts of laws.

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    IN WITNESS WHEREOF, the parties hereto have duly executed and delivered 
this Agreement as of the ____________________, 1997.

                                       CS WIRELESS SYSTEMS, INC.


                                       By: 
                                           --------------------------
                                       Name: 
                                             ------------------------
                                       Title: 
                                              -----------------------


                                       INDEMNITEE:


                                       --------------------------------
                                       Name