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                              EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 23rd day of 
September, 1998 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 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 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, subject to approval of the 
         Company's Compensation Committee, 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.

3.  SERVICES. Employee agrees to devote substantially all his working time,
    attention and 

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    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 

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         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 

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         agrees that if (i)(x) Employee's employment is terminated, or not 
         renewed, by the 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.

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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 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 Texas. Venue for any action under 
    this Agreement shall lie with a court of competent jurisdiction in the 
    State of Texas.
                                       
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IN WITNESS WHEREOF, this Agreement is entered into as of the date and year 
first above written.

                                       CS WIRELESS SYSTEMS, INC.


                                       By
                                         -------------------------------
                                         Name:  David Webb
                                         Title: President



                                       EMPLOYEE:


                                       By
                                         -------------------------------
                                         Name:    John Lund
                                         Address: 2604 Creswick Drive
                                                  Plano, Texas 75093