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                                                                    EXHIBIT 10.5


                              EMPLOYMENT AGREEMENT
                              --------------------

         This Employment Agreement (this "Agreement") is entered into this date
by and between ALAMOSA PCS HOLDINGS, INC. and its subsidiaries, specifically
TEXAS TELECOMMUNICATIONS, LP, a Texas limited partnership, having its principal
executive office located at 4403 Brownfield Highway, Lubbock, Texas 79407 (the
"Company"), and LOYD RINEHART, an individual residing at 8321 4th Street,
Lubbock, Texas (the "Employee").

                                   WITNESSETH:

         WHEREAS, the parties are entering into this Agreement to set forth and
confirm their respective rights and obligations with respect to the Employee's
employment by the Company.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto mutually agree as follows:

         1. EMPLOYMENT; TERM; DUTIES. The Company hereby employs the Employee as
Senior Vice President - Corporate Finance ("SVP-CF"). The term of the Employee's
employment, pursuant to this Agreement, will commence on June 1, 2000, (the
"Commencement Date") and will continue until June 1, 2005, or the termination of
this Agreement as described in Section 6 hereof, whichever shall occur first.
The Employee hereby accepts such employment, and agrees to devote his full time
and effort to the business and affairs of the Company with such duties
consistent with the Employee's position as may be assigned to him from time to
time by the Chief Financial Officer ("CFO") of the Company. The SVP-CF shall
report to the CFO of the Company. Notwithstanding the foregoing, the Company
acknowledges that the Employee has other business interests and ownerships as
well as serving on the Boards of Directors of other companies in which the
Employee is a stockholder or owner. Subject to the provisions of Sections 7
through 11 hereof, the Company acknowledges and consents to the continuation of
these ownerships and relationships, provided they do not interfere with the
Employee's duties under this Agreement. Notwithstanding anything to the contrary
in this Agreement, nothing in this Agreement shall be deemed to impose any
obligation on the Company or any of its subsidiaries to continue to employ the
Employee, or on the Employee to remain in the employ of the Company or any of
its subsidiaries.

         2. COMPENSATION. In consideration of all services rendered by the
Employee as SVP-CF during the term of his employment, pursuant to this
Agreement, the Company will provide the Employee with the following
compensation:

            (a) BASE SALARY. The Company will pay the Employee a base salary at
            the annual rate of $150,000.00, payable periodically but no less
            often than semi-



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            monthly, in substantially equal amounts, in accordance with the
            Company's payroll practices from time to time in effect. The Company
            will review the Employee's base salary at least once each year and
            may, in its discretion, increase the Employee's base salary.

            (b) BONUS. In addition to the Employee's base salary, the Employee
            shall be eligible to receive a bonus (a "Quarterly Bonus") for each
            calendar quarter in an amount, if any, determined as follows: In
            each calendar quarter, beginning June 30, 2000, Employee's Quarterly
            Bonus shall be the sum of (1) plus (2), as follows:

                (1) $12,500.00 multiplied by the percentage set forth opposite
                each Expected Milestone set forth in the attached EXHIBIT "A",
                incorporated herein by reference, which is achieved for that
                calendar quarter.

                (2) $12,500.00 multiplied by the percentage set forth opposite
                each Exceptional Milestone set forth in EXHIBIT "A" which is
                achieved for that calendar quarter.

            If any particular Expected Milestone or Exceptional Milestone is not
            achieved for any calendar quarter, that percentage share of the
            dollar amount specified in (1) or (2) above, as the case may be,
            shall not be payable as part of the Quarterly Bonus. The Expected
            Milestones, Exceptional Milestones and percentages set forth on
            EXHIBIT "A" may be changed by the Company at any time and from time
            to time, but any such change shall not apply earlier than the
            calendar quarter following the calendar quarter in which such change
            is made by the Company and communicated to the Employee.

            Any Quarterly Bonus owing to the Employee shall be paid within
            forty-five (45) days following the end of the applicable calendar
            quarter.

            The Employee will be entitled to an "Acquisition Bonus" based on
            acquisitions of POPs through purchase, merger, etc (not including
            pops assigned by Sprint) at the rate of $.05 per pop in any calendar
            year not to exceed $200,000 in any year. This bonus will be
            determined and paid within 60 days after the close of the calendar
            year of that year and any amount determined up to $200,000 maximum
            will be reduced by bonuses paid under (1) and (2) above for that
            calendar year. In any instance, the maximum bonus attributable to a
            calendar year will be the greater of the Quarterly Bonus or
            Acquisition Bonus.


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            "POP" acquired during a quarter shall mean the population as of the
            latest census of a population center in which the Company or its
            parent or subsidiary or affiliate company may acquire the rights
            within that population center to have PCS telephone service. In
            order for such "POP" to be considered a part of this bonus, the
            actual acquisition must have been completed during that calendar
            year.


The Employee will receive no additional compensation for serving the Company in
any other capacity.

         3. EMPLOYEE BENEFITS. The Employee will be entitled to participate in
all incentive, retirement, profit-sharing, life, medical, disability and other
benefit plans and programs (collectively "Benefit Plans") as are from time to
time generally available to other executives of the Company with comparable
responsibilities, subject to the provisions of those programs. Without limiting
the generality of the foregoing, the Company will provide the Employee with
basic health and medical benefits on the terms that such benefits are provided
to other executives of the Company with comparable responsibilities. The
Employee will also be entitled to holidays, sick leave and vacation in
accordance with the Company's policies as they may change from time to time, but
in no event shall the Employee be entitled to less than four (4) weeks paid
vacation per year.

         4. ADDITIONAL BENEFITS FOR EMPLOYEE. The Employee is a licensed
Certified Public Accountant. The Company acknowledges that it would be in the
best interest of the Company for the Employee to maintain such license. As
additional benefits to the Employee under this Agreement related to such
license, the Company agrees to either pay directly or reimburse the Employee
during the term of this Agreement for each of the following:

            (a) Continuing Professional Education (CPE). The Employee is
            required to earn an average of forty (40) hours of CPE credit each
            year. The Company will pay or reimburse the costs of such classes
            sufficient for Employee to maintain his license, but such payment
            shall be limited to the cost of such classes (i.e. tuition and
            books) and the direct costs associated with such classes, such as
            travel to and from and housing, including hotel and meals for the
            Employee only.

            (b) Dues and Licenses. The Company will pay or reimburse the
            Employee for all professional dues and licenses attributable to the
            Employee's license, including but not limited to the following:

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                (1) Texas Society of CPAs;
                (2) American Institute of CPAs; and
                (3) Annual License Fees, Texas State Board of Accountancy.

         5. EXPENSES.

            (a) Reimbursement for Expenses. The Company will promptly reimburse
            the Employee, in accordance with the Company's policies and
            practices in effect from time to time, for all expenses reasonably
            incurred by the Employee in performance of the Employee's duties
            under this Agreement, including reimbursement for miles driven by
            the Employee in furtherance of the Company's business ("Business
            Mileage").

                (1) Reimbursement for Business Mileage shall be at the standard
                mileage rate allowed by the Internal Revenue Service ("IRS") for
                the taxable year and set forth in the appropriate IRS
                publication.

                (2) Business mileage does not include commuting from Employee's
                residence to the Company's headquarters.

                (3) Employee is responsible for proper substantiation and
                reporting of Business Mileage and/or actual expenses.

                (4) Employee acknowledges that the payment to him of a monthly
                vehicle allowance plus the standard mileage rate may result in
                taxable income if the business portion of actual automobile
                expenses is less than the total amount paid to employee under
                this subsection, or if employee does not maintain the records
                required by the Internal Revenue Code and the Regulations
                thereunder. Employee has been advised to consult a tax advisor
                to determine the taxability of payments under this subsection,
                and the record keeping requirements associated with the travel
                and expenses associated with such payments.

            (b) Expense Allowance. In addition to reimbursed expenses, Employee
            is entitled to $600.00 per month as a vehicle allowance.

            (c) Moving Allowance. Employee will be entitled to receive
            reimbursement for relocation from Denver, Colorado, to Lubbock,
            Texas. The company will handle the relocation through its relocation
            agent.


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         6. TERMINATION. The Employee's employment by the Company: (a) shall
terminate upon the Employee's death or disability (as defined below); (b) may be
terminated by the Company for any reason other than cause or nonperformance at
any time; (c) may be terminated by the Company for cause (as defined below) at
any time; (d) may be terminated by the Employee, without cause at any time upon
forty-five (45) days' prior written notice delivered by the Employee to the
Company; (e) may be terminated by the Employee for cause (as defined below) at
any time upon forty-five (45) days' prior written notice delivered by the
Employee to the Company; and (f) may be terminated by the Company for
non-performance by the Employee at any time.

            (a) The term "disability" means the determination under the
            Company's Long-Term Disability Plan that the Employee is eligible to
            receive a disability benefit.

            (b) The term "cause" in the event of termination of this Agreement
            by the Company means (i) the Employee's willful and continued
            failure substantially to perform the Employee's duties with the
            Company, (ii) any material breach of this Agreement by Employee
            which is not cured within thirty (30) days after notice from the
            Company thereof, (iii) commission of any act of fraud, embezzlement
            or dishonesty by the Employee, (iv) any act or omission by Employee
            which constitutes a uncured default or breach of that certain Sprint
            PCS Management Agreement dated July 17, 1998 and as it may be
            amended from time to time or any other similar Sprint Management
            Agreement to which the Company or any of its affiliates or
            subsidiaries may be a party ("the Sprint Agreement"); (v) any act or
            omission by Employee which constitutes an uncured default or breach
            of that certain Nortel Networks Inc. Credit Agreement dated June 10,
            1999 (the "Nortel Loan Agreement") and as it may be amended from
            time to time, or any other loan, credit or debit agreement or
            arrangement that the Company or any subsidiary or affiliate may
            enter into from time to time; (vi) any act by Employee which
            constitutes a violation by the Company of any Securities & Exchange
            Commission rule or regulation which violation is not timely cured or
            which leads to a fine or other penalty against the Company; or (vii)
            any other intentional misconduct by the Employee adversely affecting
            the business or affairs of the Company in a material manner. The
            term "intentional misconduct by the Employee adversely affecting the
            business or affairs of the Company" shall mean such misconduct that
            is detrimental to the business or the reputation of the Company as
            it is perceived both by the general public and the
            telecommunications industry.


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            (c) The term "cause" in the event of termination of this Agreement
            by the Employee means (i) a dispute between the Company and the
            Employee over accounting issues provided, however, any such dispute
            shall not constitute "cause" if the Company, at its own expense,
            elects to have a nationally recognized public accounting firm
            resolve the accounting issue dispute and such accounting firm agrees
            with the Company's position regarding such accounting issue; (ii)
            termination of employment by the Employee at any time more than six
            (6) months after the date of termination by the Company for any
            reason of the employment of David Sharbutt as Chief Executive
            Officer of the Company ("Sharbutt's Termination"), provided the
            Employee, within sixty (60) days of the date of Sharbutt's
            Termination, notifies the Company in writing of his intention to
            terminate employment under this provision and specifies in such
            notice his date of employment termination; (iii) the requirement by
            the Company of the relocation of the Employee from Lubbock, Texas;
            (iv) the change in job responsibilities of the Employee resulting in
            the demotion of the Employee from the position of SVP-CF, which
            demotion is caused by something other than would be cause for
            termination of this Agreement for cause by the Company and other
            than the non-performance of the Employee as defined later herein.

            (d) The term "non-performance by the Employee" in the event of
            termination of this Agreement by the Company means the determination
            by a super-majority (greater than 75%) of the members of the Board
            of Directors of the Company, in their sole and absolute discretion,
            that the Employee is not performing his duties under this Agreement.

         7. CONSEQUENCES OF TERMINATION.

            (a) CONSEQUENCES OF TERMINATION ON EMPLOYEE'S DEATH OR DISABILITY.
            If the Employee's employment is terminated because of the Employee's
            death or disability, (i) subject to Section (g) hereof, this
            Agreement terminates immediately, (ii) Employee or his legal
            representative or estate, as the case may be, shall be eligible to
            exercise any options granted and vested pursuant to Section 2(c)
            hereof at the time of such death or disability, plus, if such death
            or disability does not occur on [May 31] of a given year, a
            fractional portion of those options which would have vested and
            become exercisable pursuant to Section 2(c) hereof on the May 31
            immediately following such death or disability based on a fraction
            whose numerator is the number of months (including the month in
            which the date of death or disability occurs) since the previous
            [May 31] and whose denominator is twelve (12), in accordance with
            the provisions of Section 2(c) hereof, and the option agreement
            referred to



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            therein, (iii) the Company will pay the Employee, or his legal
            representative or estate, as the case may be, in full satisfaction
            of all of its compensation (base salary and bonus) obligations under
            this Agreement, an amount equal to the sum of any base salary due to
            the Employee through the last day of employment, plus any accrued
            bonus to which the Employee may have been entitled on the last day
            of employment, but had not yet received, and (iv) the Employee's
            benefits and rights under any Benefit Plan shall be paid, retained
            or forfeited in accordance with the terms of such plan; provided,
            however, that Employer shall have no obligation to make any payments
            toward these benefits for Employee from and after termination.

            (b) CONSEQUENCES OF TERMINATION BY THE COMPANY FOR ANY REASON OTHER
                THAN FOR CAUSE OR FOR NON-PERFORMANCE OF EMPLOYEE

                (1) If the Employee's employment is terminated by the Company
                prior to May 31, 2005, for any reason other than for cause or
                non-performance of Employee, (i) subject to Section 7(g) hereof,
                this Agreement terminates immediately, (ii) Employee or his
                legal representative or estate, as the case may be, shall be
                eligible to exercise any options granted but not exercised
                pursuant to Section 2(c) hereof, which options shall be deemed
                vested as of the date of the Employee's termination of
                employment regardless of whether or not they are in fact
                otherwise vested pursuant to Section 2(c) hereof on said date,
                in accordance with the provisions of Section 2(c) and the option
                agreement referred to therein, (iii) the Company will pay the
                Employee, in full satisfaction of all of its compensation (base
                salary and bonus) obligations under this Agreement, an amount
                equal to the sum of any base salary due to the Employee through
                the last day of employment, plus any accrued bonus to which the
                Employee may have been entitled on the last day of employment,
                but had not yet received; (iv) the Company will pay the
                Employee, within sixty (60) days of such termination, a lump sum
                severance payment equal to one (1) year's base salary as in
                effect at the date of employment termination; and (v) the
                Employee's benefits and rights under any Benefit Plan, other
                than any basic health and medical benefit plan, shall be paid,
                retained or forfeited in accordance with the terms of such plan;
                provided, however, that Employer shall have no obligation to
                make any payments toward these benefits for Employee from and
                after termination.


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                (2) Any payment pursuant to clause (b)(1)(iv) above (the
                "Termination Payment"):

                    a. will be subject to offset for any advances, amounts
                    receivable, and loans, including accrued interest,
                    outstanding on the date of the employment termination; and

                    b. will not be subject to offset on account of any
                    remuneration paid or payable to the Employee for any
                    subsequent employment the Employee may obtain, whether
                    during or after the period during which the Termination
                    Payment is made, and the Employee shall have no obligation
                    whatever to seek any subsequent employment.

            (c) CONSEQUENCES OF TERMINATION FOR CAUSE BY THE COMPANY. If the
            Employee's employment is terminated prior to May 31, 2005, by the
            Company for cause, (i) subject to Section 7(g) hereof, this
            Agreement terminates immediately, (ii) Employee shall not be
            eligible to exercise and shall forfeit any options granted and
            vested, pursuant to Section 2(c) hereof at the time of such
            employment termination that have not already been exercised by the
            Employee at the time of such employment termination, (iii) the
            Company will pay the Employee, in full satisfaction of all of its
            compensation (base salary and bonus) obligations under this
            Agreement, an amount equal to the sum of any base salary due to the
            Employee through the last day of employment, plus any accrued bonus
            to which the Employee may have been entitled on the last day of
            employment, but had not yet received, and(iv) the Employee's
            benefits and rights under any Benefit Plan shall be paid, retained
            or forfeited in accordance with the terms of such plan; provided,
            however, that Employer shall have no obligation to make any payments
            toward these benefits for Employee from and after termination.

            (d) CONSEQUENCES OF TERMINATION BY THE EMPLOYEE FOR ANY REASON OTHER
                THAN FOR CAUSE OR EMPLOYEE'S DEATH OR DISABILITY.

                (1) If, upon forty-five (45) days' prior written notice to the
                Company by the Employee, the Employee's employment is terminated
                by the Employee prior to May 31, 2005, for any reason other than
                for cause or Employee's death or disability, (i) subject to
                Section 7(g) hereof, this Agreement terminates immediately; (ii)
                Employee or his legal representative or estate, as the case may
                be, shall be eligible to exercise any options granted and
                vested, but not exercised pursuant to



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                Section 2(c) hereof at the time of such employment termination,
                in accordance with the provisions of Section 2(c) and the option
                agreement referred to therein; (iii) the Company will pay the
                Employee, in full satisfaction of all of its compensation (base
                salary and bonus) obligations under this Agreement, an amount
                equal to the sum of any base salary due to the Employee through
                the last day of employment, plus any accrued bonus to which the
                Employee may have been entitled on the last day of employment,
                but had not yet received; and (iv) the Employee's benefits and
                rights under any Benefit Plan, other than any basic health and
                medical benefit plan, shall be retained or forfeited in
                accordance with the terms of such plan; provided, however, that
                Employer shall have no obligation to make any payments toward
                these benefits for Employee from and after termination.

            (e) CONSEQUENCES OF TERMINATION BY THE EMPLOYEE FOR CAUSE .

                (1) If, upon forty-five (45) days' prior written notice to the
                Company by the Employee, the Employee's employment is terminated
                by the Employee for cause prior to May 31, 2005, (i) subject to
                Section 7(g) hereof, this Agreement terminates immediately, (ii)
                Employee or his legal representative or estate, as the case may
                be, shall be eligible to exercise any options granted and vested
                pursuant to Section 2(c) hereof at the time of such employment
                termination, plus, if such employment termination does not occur
                on May 31 of a given year, a fractional portion of those options
                which would have vested and become exercisable pursuant to
                Section 2(c) hereof on the May 31 immediately following such
                employment termination based on a fraction whose numerator is
                the number of months (including the month in which the date of
                employment termination occurs) since the previous May 31 and
                whose denominator is twelve (12), in accordance with the
                provisions of Section 2(c) and the option agreement referred to
                therein; (iii) the Company will pay the Employee, in full
                satisfaction of all of its compensation (base salary and bonus)
                obligations under this Agreement, an amount equal to the sum of
                any base salary due to the Employee through the last day of
                employment, plus any accrued bonus to which the Employee may
                have been entitled on the last day of employment, but had not
                yet received; (iv) the Company will pay the Employee, within
                sixty (60) days of such termination, a lump sum severance
                payment equal to one (1) year's base salary as in effect at the
                date of employment termination or the unpaid balance of



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                the annual base salary which would have been payable to Employee
                through May 31. 2005, whichever amount shall be less; and (v)
                the Employee's benefits and rights under any Benefit Plan, other
                than any basic health and medical benefit plan, shall be paid,
                retained or forfeited in accordance with the terms of such plan;
                provided, however, that Employer shall have no obligation to
                make any payments toward these benefits for Employee from and
                after termination.

                (2) Any payment pursuant to clause (e)(1)(iv) above (the
                "Termination Payment"):

                    a. will be subject to offset for any advances, amounts
                    receivable, and loans, including accrued interest,
                    outstanding on the date of the employment termination; and

                    b. will not be subject to offset on account of any
                    remuneration paid or payable to the Employee for any
                    subsequent employment the Employee may obtain, whether
                    during or after the period during which the Termination
                    Payment is made, and the Employee shall have no obligation
                    whatever to seek any subsequent employment.

            (f) CONSEQUENCES OF TERMINATION BY THE COMPANY FOR NON-PERFORMANCE
                BY THE EMPLOYEE.

                (1) If the Employee's employment is terminated by the Company
                for non-performance by the Employee prior to May 31, 2005, (i)
                subject to Section 7(g) hereof, this Agreement terminates
                immediately; (ii) Employee or his legal representative or
                estate, as the case may be, shall be eligible to exercise any
                options granted and vested but not exercised pursuant to Section
                2(c) hereof at the time of such employment termination, in
                accordance with the provisions of Section 2(c) hereof and the
                option agreement referred to therein; (iii) the Company will pay
                the Employee, in full satisfaction of all of its compensation
                (base salary and bonus) obligations under this Agreement, an
                amount equal to the sum of any base salary due to the Employee
                through the last day of employment, plus any accrued bonus to
                which the Employee may have been entitled on the last day of
                employment, but had not yet received; (iv) the Company will pay
                the Employee, within sixty (60) days of such termination, a lump
                sum severance payment




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<PAGE>   11


                equal to one (1) year's base salary as in effect at the date of
                employment termination or the unpaid balance of the annual base
                salary which would have been payable to Employee through May 31,
                2005, whichever amount shall be less; and (v) the Employee's
                benefits and rights under any Benefit Plan, other than any basic
                health and medical benefit plan, shall be paid, retained or
                forfeited in accordance with the terms of such plan; provided,
                however, that Employer shall have no obligation to make any
                payments toward these benefits for Employee from and after
                termination.

                (2) Any payment pursuant to clause (f)(1)(iv) above (the
                "Termination Payment"):

                    a. will be subject to offset for any advances, amounts
                    receivable, and loans, including accrued interest
                    outstanding on the date of the employment termination; and

                    b. will not be subject to offset on account of any
                    remuneration paid or payable to the Employee for any
                    subsequent employment the Employee may obtain, whether
                    during or after the period during which the Termination
                    Payment is made, and the Employee shall have no obligation
                    whatever to seek any subsequent employment.

            (g) PRESERVATION OF CERTAIN PROVISIONS. Notwithstanding
                any provisions of this Agreement to the contrary, the provisions
                of Sections 8 through 13 hereof shall survive the expiration or
                termination of this Agreement as necessary to give full effect
                to all of the provisions of this Agreement.

         8. NON-COMPETITION BY EMPLOYEE. During the term of this Agreement, the
Employee shall not, directly or indirectly, either as an Employee, Employer,
Consultant, Agent, Principal, Partner, Corporate Officer, Director, Shareholder,
Member, Investor or in any other individual or representative capacity, engage
or participate in any business that is in competition in any manner whatever
with the business of the Company. For these purposes, the business of the
Company is establishing and providing mobile wireless communications services
(the "Business"), including all aspects of the Business within the Service Area
as that term is defined in the Schedule of Definitions referred to in and
incorporated by reference into the Sprint Agreement. Furthermore, upon the
expiration of this Agreement or the termination of this Agreement prior to May
31, 2005, for any reason, the Employee expressly agrees not to







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engage or participate, directly or indirectly, either as an Employee, Employer,
Consultant, Agent, Principal, Partner, Stockholder, Corporate Officer, Director,
Shareholder, Member, Investor or in any other individual or representative
capacity, for a period of two (2) years in any business that is in competition
with the Business and that is located within and/or doing business within the
Service Area as defined above as in existence during the term of the Employee's
employment with the Company. The parties agree that the Company has a legitimate
interest in protecting the Business and goodwill of the Company that has
developed in the areas of the Company's Business and in the geographical areas
of this Covenant Not To Compete as a result of the operations of the Company.
The parties agree that the Company is entitled to protection of its interests in
these areas. The parties further agree that the limitations as to time,
geographical area, and scope of activity to be restrained do not impose a
greater restraint upon Employee than is necessary to protect the goodwill or
other business interest of the Company. The parties further agree that in the
event of a violation of this Covenant Not To Compete, that the Company shall be
entitled to the recovery of damages from Employee and/or an injunction against
Employee for the breach or violation or continued breach or violation of this
Covenant. The Employee agrees that if a court of competent jurisdiction
determines that the length of time or any other restriction, or portion thereof,
set forth in this Section 7 is overly restrictive and unenforceable, the court
may reduce or modify such restrictions to those which it deems reasonable and
enforceable under the circumstances, and as so reduced or modified, the parties
hereto agree that the restrictions of this Section 7 shall remain in full force
and effect. The Employee further agrees that if a court of competent
jurisdiction determines that any provision of this Section 7 is invalid or
against public policy, the remaining provisions of this Section 7 and the
remainder of this Agreement shall not be affected thereby, and shall remain in
full force and effect.

         9. EXCEPTIONS TO NON-COMPETITION COVENANTS. Notwithstanding anything
herein to the contrary or apparently to the contrary, the following shall not be
a violation or breach of the non-competition covenants contained in this
Agreement. Employee may invest in the securities of any enterprise (but without
otherwise participating in the activities of such enterprise) if (a) such
securities are listed on any national or regional securities exchange or have
been registered under Section 12(g) of the Securities Exchange Act of 1934 and
(b) the Employee does not beneficially own (as defined Rule 13d-3 promulgated
under the Securities Exchange Act of 1934) in excess of 5% of the outstanding
capital stock of such enterprise. Employee's investment in any company or entity
in which Employer is an owner or stockholder at the time of entering into this
Agreement shall also be an exception to the non-competition covenants. The names
of these companies or entities are shown on the attached Exhibit B, which is
incorporated herein by this reference as if copied at length. Notwithstanding
the foregoing, the Employee's relationship with other entities or business
interests of Employee shall in no way interfere with or detract from the duties
of the Employee to the Company as called for in this Agreement.

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<PAGE>   13

         10. CONFIDENTIAL INFORMATION. The Employee recognizes and acknowledges
that he will have access to certain information of members of the Company Group
(as defined below) and that such information is confidential and constitutes
valuable, special and unique property of such members of the Company Group. The
parties agree that the Company has a legitimate interest in protecting the
Confidential Information, as defined below. The parties agree that the Company
is entitled to protection of its interests in the Confidential Information. The
Employee shall not at any time, either during or subsequent to the term of this
Agreement, disclose to others, use, copy or permit to be copied, except in
pursuance of his duties on behalf of the Company, it successors, assigns or
nominees, any Confidential Information of any member of the Company Group
(regardless of whether developed by the Employee) without the prior written
consent of the Company. Employee acknowledges that the use or disclosure of the
Confidential Information to anyone or any third party could cause monetary loss
and damages to the Company. The parties further agree that in the event of a
violation of this covenant against non-use and non-disclosure of Confidential
Information, that the Company shall be entitled to a recovery of damages from
Employee and/or an injunction against Employee for the breach or violation or
continued breach or violation of this covenant.

         As used herein, "Company Group" means the Company, and any entity that
directly or indirectly controls, is controlled by, or is under common control
with, the Company, and for purposes of this definition "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, whether through the
ownership of voting securities, by contract or otherwise.

         The term "Confidential Information" with respect to any person means
any secret or confidential information or know-how and shall include, but shall
not be limited to, the plans, financial and operating information, customers,
supplier arrangements, contracts, costs, prices, uses, and applications of
products and services, results of investigations, studies or experiments owned
or used by such person, and all apparatus, products, processes, compositions,
samples, formulas, computer programs, computer hardware designs, computer
firmware designs, and servicing, marketing or manufacturing methods and
techniques at any time used, developed, investigated, made or sold by such
person, before or during the term of this Agreement, that are not readily
available to the public or that are maintained as confidential by such person.
The Employee shall maintain in confidence any Confidential Information of third
parties received as a result of his employment with the Company in accordance
with the Company's obligations to such third parties and the policies
established by the Company.

         11. DELIVERY OF DOCUMENTS UPON TERMINATION. The Employee shall deliver
to the Company or its designee at the termination of his employment all
correspondence, memoranda, notes, records, drawings, sketches, plans, customer
lists, product compositions, and other documents and all copies thereof, made,
composed or received by the Employee, solely or jointly with others, that are in
the Employee's possession, custody, or control at termination





                                       13

<PAGE>   14



and that are related in any manner to the past, present, or anticipated business
or any member of the Company Group. In this regard, the Employee hereby grants
and conveys to the Company all right, title and interest in and to, including
without limitation, the right to possess, print, copy, and sell or otherwise
dispose of, any reports, records, papers, summaries, photographs, drawings or
other documents, and writings, and copies, abstracts or summaries thereof, that
may be prepared by the Employee or under his direction or that may come into his
possession in any way during the term of his employment with the Company that
relate in any manner to the past, present or anticipated business of any member
of the Company Group.

         12. DISPUTES. The Company and Employee agree to the following in regard
to any disputes between them arising under any of the provisions of this
Agreement other than the provisions of Sections 7 through 10 hereof. Nothing in
this Section 12 applies to or governs disputes arising under Sections 7 through
10 of this Agreement.

            (a) MEDIATION. The Company and Employee agree to mediate any dispute
            arising under the applicable provisions of this Agreement. In the
            event of any such dispute, the parties, within thirty (30) days of a
            written request for mediation, shall attend, in good faith, a
            mediation in order to make a good faith reasonable effort to resolve
            such dispute arising under this Agreement. The parties shall
            attempt, in good faith, to agree to a mediator. If unable to so
            agree, the parties, in that event, will move to arbitration as
            provided in this Agreement and there will be no mediation. If this
            good faith mediation effort fails to resolve any dispute arising
            under this Agreement, the Company and Employee agree to arbitrate
            any dispute arising under this Agreement. This arbitration shall
            occur only after the mediation process described herein.

            (b) ARBITRATION. The Company and Employee agree, as concluded by the
            parties to this Agreement on the advice of their counsel, and as
            evidenced by the signatures of the parties and of their respective
            attorneys, that all questions as to rights and obligations arising
            under the terms of this Agreement are subject to arbitration and
            such arbitration shall be governed by the provisions of the Texas
            General Arbitration Act (Texas Civil Practice and Remedies Code ss.
            171.001 et seq as it may be amended from time to time).

            (c) DEMAND FOR ARBITRATION. If a dispute should arise under this
            Agreement, either party may within thirty (30) days make a demand
            for arbitration by filing a demand in writing with the other.

            (d) APPOINTMENT OF ARBITRATORS. The parties to this Agreement may
            agree on one arbitrator, but in the event that they cannot so agree,
            there shall be three arbitrators, one named in writing by each of
            the parties within thirty

                                       14

<PAGE>   15

            (30) days after demand for arbitration is made, and a third to be
            chosen by the two so named. The arbitrators among themselves shall
            appoint a presiding arbitrator. Should either party fail to timely
            join in the appointment of the arbitrators, the arbitrators shall be
            appointed in accordance with the provisions of Texas Civil Practice
            and Remedies Code ss. 171.041.

            (e) HEARING. All arbitration hearings conducted under the terms of
            this Agreement, and all judicial proceedings to enforce any of the
            provisions of this Agreement, shall take place in Lubbock County,
            Texas. The hearing before the arbitrators of the matter to be
            arbitrated shall be at the time and place within that County
            selected by the arbitrators or if deemed by the arbitrators to be
            more convenient for the parties or more economically feasible, may
            be conducted in any city within the Service Area as referred to in
            Section 7 hereof or within the State of Texas.

            (f) ARBITRATION AWARD. If there is only one arbitrator, his or her
            decision shall be binding and conclusive. The submission of a
            dispute to the arbitrators and the rendering of their decision shall
            be a condition precedent to any right of legal action on the
            dispute. A judgment confirming the award of the arbitrators may be
            rendered by any court having jurisdiction; or the court may vacate,
            modify, or correct the award in accordance with the provisions of
            the Texas General Arbitration Act (Texas Civil Practice and Remedies
            Code ss. 171.087 et seq as it may be amended from time to time).

            (g) COSTS OF ARBITRATION. The costs and expenses of arbitration,
            including the fees of the arbitrators but excluding any attorneys'
            fees, shall be advanced by the Company, but will ultimately be borne
            by the losing party or in such proportions as the arbitrators shall
            determine.

            (h) CONDUCT OF ARBITRATION. Any arbitration brought under the terms
            of this Agreement shall be conducted in the following manner:

                (1) Time Limitations. The parties agree that the following time
                limitations shall govern the arbitration proceedings conducted
                under the terms of this Agreement:

                    (a) Any demand for arbitration must be filed within thirty
                    (30) days of the date the mediation is deemed unsuccessful,
                    or thirty (30) days after the date of the written request
                    for mediation, whichever is later.


                                       15
<PAGE>   16

                    (b) Each party must select an arbitrator within thirty (30)
                    days of receipt of notice that an arbitration proceeding has
                    commenced. In the event that no such selection is made, the
                    arbitrator selected by the other party may conduct the
                    arbitration proceeding without selecting any other
                    arbitrator.

                    (c) The hearing must be held within sixty (60) days of the
                    date on which the third arbitrator is selected.

                    (d) Hearing briefs must be submitted no later than ten (10)
                    days after the hearing.

                    (e) The arbitration award must be made within thirty (30)
                    days of the receipt of hearing briefs.

                (2) Discovery in Arbitration Proceedings. The parties agree that
                discovery may be conducted in the course of the arbitration
                proceeding in accordance with the following provisions:

                    (a) Each party may notice no more than three (3) depositions
                    in total, including both witnesses adherent to the adverse
                    party and third-party witnesses.

                    (b) Each party may serve no more than twenty-five (25)
                    requests for admission on the other party. No requests may
                    be served within ten (10) days of the date of hearing,
                    unless the parties otherwise stipulate. All requests for
                    admission shall be responded to within ten (10) days of
                    service of the requests, unless the parties otherwise
                    stipulate.

                    (c) Each party may serve no more than fifty (50)
                    interrogatories on the other party. No interrogatory shall
                    contain subparts, or concern more than one topic or subject
                    of inquiry. Interrogatories may not be phrased so as to
                    circumvent the effect of this clause. No interrogatories may
                    be served within ten (10) days of the date of hearing,
                    unless the parties otherwise stipulate. All interrogatories
                    shall be responded to within ten (10) days of service of the
                    interrogatories, unless the parties otherwise stipulate.


                                       16

<PAGE>   17

                    (d) Each party may serve no more than ten (10) requests for
                    production of documents on the other party. No request for
                    production of documents shall contain subparts, or seek more
                    than one type of document. Requests for production of
                    documents may not be phrased so as to circumvent the effect
                    of this clause. Unless the parties otherwise stipulate,
                    requests for production of documents may not be served
                    within ten (10) day of the date of hearing, and all requests
                    for production of documents shall be responded to within ten
                    (10) days of service of the requests.

                    (e) If any party contends that the other party has served
                    discovery requests in a manner not permitted by this
                    Section, or that the other party's response to a discovery
                    request is unsatisfactory, the party may request the
                    presiding arbitrator to resolve such discovery disputes. The
                    presiding arbitrator shall prescribe the procedure by which
                    such disputes are resolved. Any discovery dispute may be
                    handled by telephone conference among the parties and the
                    presiding arbitrator.

         13. SUCCESSORS; BINDING AGREEMENT; ASSIGNMENT. The Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Company to expressly assume and agree in writing to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place, provided that the
Employee must be given the position as the Senior Vice President-Corporate
Finance ("SVP-CF") with the same authority, powers and responsibilities set
forth in Section 1 hereof with respect to the subsidiary or subdivision which
operates the business of the Company as it exists on the date of such business
combination. Failure of the Company to obtain such express assumption and
agreement at or prior to the effectiveness of any such succession shall be a
breach of this Agreement and shall entitle the Employee to compensation and
benefits from the Company in the same amount and on the same terms to which the
Employee would be entitled hereunder if the Company terminated the Employee's
employment without Cause, except that all options will be immediately vested.
For purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the date of termination. As used in
this Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise. The Company may not
assign this Agreement, (i) except in connection with, and to the acquiror of,
all or substantially all of the business or assets of the Company, provided such
acquiror expressly assumes and agrees in writing to










                                       17

<PAGE>   18

perform this Agreement as provided in this Section, and (ii) except in
connection with the Company becoming a wholly-owned subsidiary of Holdings, in
which event the Company may assign this Agreement and all of the Company's
rights and obligations hereunder to Holdings. The Employee may not assign his
rights or delegate his duties or obligations under this Agreement.

         14. NOTICE. Any notices or other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly
made or given when hand delivered, one (1) business day after being transmitted
by telecopier (confirmed by mail) or sent by overnight courier against receipt,
or five (5) days after being mailed by registered or certified mail, postage
prepaid, return receipt requested, to the party to whom such communication is
given at the address set forth below, which address may be changed by notice
given in accordance with this Section:

         If to the Company:          TEXAS TELECOMMUNICATIONS, LP
                                     4403 Brownfield Highway
                                     Lubbock, Texas  79407
                                     Attn:_____________________________

         With Copy to:               Jack McCutchin, Jr.
                                     Crenshaw, Dupree & Milam, L.L.P.
                                     P. O. Box 1499
                                     Lubbock, Texas 79408-1499

         If to the Employee:         Loyd Rinehart
                                     8321 4th Street
                                     Lubbock, Texas  79416

         With Copy to:               ___________________________

                                     ___________________________

                                     ___________________________

         15. MISCELLANEOUS.

             (a) SEVERABILITY. If any provision of this Agreement shall be
             declared to be invalid or unenforceable, in whole or in part, such
             invalidity or unenforceability shall not affect the remaining
             provisions hereof which shall remain in full force and effect.

             (b) NO ORAL MODIFICATION, WAIVER OR DISCHARGE. No provisions of
             this Agreement may be modified, waived or discharged orally, but
             only by a



                                       18

<PAGE>   19

             waiver, modification or discharge in writing signed by the Employee
             and such officer as may be designated by the Board of Managers of
             the Company to execute such a waiver, modification or discharge. No
             waiver by either party hereto at any time of any breach by the
             other party hereto of, or failure to be in compliance with, any
             condition or provision of this Agreement to be performed by such
             other party shall be deemed a waiver of similar or dissimilar
             provisions or conditions at the time or at any prior or subsequent
             time. No agreements or representations, oral or otherwise, express
             or implied, with respect to the subject matter hereof have been
             made by either party which are not expressly set forth in this
             Agreement or in the documents attached as Exhibits to this
             Agreement.

             (c) INVALID PROVISIONS. Should any portion of this Agreement be
             adjudged or held to be invalid, unenforceable or void, such holding
             shall not have the effect of invalidating or voiding the remainder
             of this Agreement and the parties hereby agree that the portion so
             held invalid, unenforceable or void shall, if possible, be deemed
             amended or reduced in scope, or otherwise be stricken from this
             Agreement to the extent required for the purposes of validity and
             enforcement thereof.

             (d) ENTIRE AGREEMENT. This Agreement and the Exhibits attached
             hereto represent the entire agreement of the parties and shall
             supersede any and all previous contracts, arrangements or
             understandings, express or implied, between the Employee and the
             Company with respect to the subject matter hereof.

             (e) SECTION HEADINGS FOR CONVENIENCE ONLY. The section headings
             herein are for the purpose of convenience only and are not intended
             to define or limit the contents of any section.

             (f) EXECUTION IN COUNTERPARTS. The parties may sign this Agreement
             in counterparts, all of which shall be considered one and the same
             instrument.

             (g) GOVERNING LAW AND PERFORMANCE. This Agreement shall be governed
             by the laws of the State of Texas and shall be deemed to be
             executed in and performance called for in Lubbock, Lubbock County,
             Texas, or at the Company's sole option, by the laws of the state or
             states where this Agreement may be at issue in any litigation
             involving the Company.


         DATED this 5th day of June, 2000, to be effective June 1, 2000.


                                       19

<PAGE>   20

                         COMPANY

                         TEXAS TELECOMMUNICATIONS, LP



                         By /s/ David Sharbutt
                         --------------------------------
                         Name: David Sharbutt
                         Title: Chief Executive Officer


                         EMPLOYEE



                         /s/ Loyd Rinehart
                         ---------------------------------
                         LOYD RINEHART




                                       20
<PAGE>   21



                                    EXHIBIT A
                           ALAMOSA PCS HOLDINGS, INC.
                                 3Q00 OBJECTIVES

                                 MINIMUM           EXPECTED          EXCEPTIONAL
                                 -------           --------          -----------
MARKET LAUNCH

Flagstaff                        Mar 01            Aug 00            June 00
Prescott                         Mar 01            Aug 00            June 00
Grand Junction                   Sept 00           Sept 00           July 00
Pueblo                           Sept 00           Sept 00           July 00
Appleton                         Nov 00            Nov 00            Sept 00
Fond du Lac                      Nov 00            Nov 00            Sept 00
GreenBay                         Nov 00            Nov 00            Sept 00
Manitowoc                        Nov 00            Nov 00            Sept 00
Oshkosh                          Nov 00            Nov 00            Sept 00
Sheboygon                        Nov 00            Nov 00            Sept 00

SUBSCRIBERS
Gross Additions                  25,840            28,711            31,582
Net Additions                    19,574            21,749            23,924

CAPITAL EXPENDITURES                $224,618,000

ARPU                             $51.68            $54.40            $57.12

EBITDA                         ($14,502,277)   ($13,188,888)  ($11,865,499)


                                       21
<PAGE>   22

                                    EXHIBIT A
                           ALAMOSA PCS HOLDINGS, INC.
                                 4Q00 OBJECTIVES

                                 MINIMUM           EXPECTED          EXCEPTIONAL
MARKET LAUNCH
Flagstaff                        Mar 01            Aug 00            June 00
Prescott                         Mar 01            Aug 00            June 00
Grand Junction                   Sept 00           Sept 00           July 00
Pueblo                           Sept 00           Sept 00           July 00
Appleton                         Nov 00            Nov 00            Sept 00
Fond du Lac                      Nov 00            Nov 00            Sept 00
GreenBay                         Nov 00            Nov 00            Sept 00
Manitowoc                        Nov 00            Nov 00            Sept 00
Oshkosh                          Nov 00            Nov 00            Sept 00
Sheboygon                        Nov 00            Nov 00            Sept 00

SUBSCRIBERS
Gross Additions                  39,250            43,611            47,972
Net Additions                    30,861            34,290            37,719

CAPITAL EXPENDITURES                 $237,406,000

ARPU                             $51.61            $54.33            $57.05

EBITDA                        ($16,103,659)    ($14,639,690)   ($13,175,721)


                                       22

<PAGE>   23


                                    EXHIBIT B

             LIST OF COMPANIES OR ENTITIES EXCEPTED FROM COVENANTS


First Hale Center, Inc.
First National Bank West Texas
ShaCo Xpress, Inc.
Robert Heath Trucking, Inc.
K. Cowan, Inc.
Affordable Residential Communities, LLC










Included in the foregoing will be any successor companies or entities of any of
the above-named companies or entities.



                                       23