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                                                                   EXHIBIT 10.60

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is entered into this date
by and between ALAMOSA PCS, INC., a Texas corporation, having its principal
executive office located at 4403 Brownfield Highway, Lubbock, Texas 79407 (the
"Company"), and MARGARET COUCH, an individual residing at 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
Vice President and General Manager. The term of the Employee's employment,
pursuant to this Agreement, will commence on February 3, 2000 (the "Commencement
Date"), and will continue until the date that is immediately prior to the fourth
(4th) anniversary of the Commencement Date (the "Termination Date"), or the
termination of this Agreement as described in Section 5 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 Executive Officer ("CEO") or the Chief Operating
Officer ("COO") of the Company. 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 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 $90,000.00, payable periodically but no less
              often than semi-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 by the
              Company based on performance goals established from time to time
              by the Company. Any

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              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 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 employees 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.

         4. 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 rate
                   of eighteen cents (18(cent)) per mile.

                   (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) Vehicle Allowance. In addition to reimbursed expenses,
              Employee is entitled to $400.00 per month as a vehicle allowance.

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         5. 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 non-performance 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 at any time upon forty-five (45)
days' prior written notice delivered by the Employee to the Company; and (e) 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 the Employee's
              employment by the Company means (i) any breach of Sections 7 or 9
              of this Agreement by Employee which has a material adverse effect
              on the Company and which is not or cannot be cured within thirty
              (30) days after notice from the COO thereof; (ii) commission of
              any act of fraud, embezzlement or dishonesty by the Employee that
              is materially and demonstrably injurious to the Company; or (iii)
              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.

              (c) The term "non-performance by the Employee" in the event of
              termination of the Employee's employment by the Company means the
              determination by the COO of the Company, in his sole and absolute
              discretion, that the Employee is not performing his duties under
              this Agreement after the COO has delivered to the Employee written
              notice which specifically identifies the manner in which the COO
              believes he is not performing his duties and which is not or
              cannot be cured within 15 days after such written notice is
              delivered to the Employee.

         6.   CONSEQUENCES OF TERMINATION.

              (A) CONSEQUENCES OF TERMINATION ON EMPLOYEE'S DEATH OR DISABILITY.
              If the Employee's employment is terminated prior to the
              Termination Date, because of the Employee's death or disability,
              (i) subject to Section 6(f) hereof, this Agreement terminates
              immediately; (ii) 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 been

                                       3
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              received; and (iii) 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 the Termination Date, for any reason other than for
                   cause or non-performance of Employee, (i) subject to Section
                   6(f) hereof, this Agreement terminates immediately; (ii) 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 been
                   received; (iii) the Company will pay the Employee, within
                   sixty (60) days of such termination, a lump sum severance
                   payment equal to one (1) month's base salary as in effect at
                   the date of employment termination for every three hundred
                   sixty-five (365) days of the Employee's employment with the
                   Company, but in no event less than three (3) month's base
                   salary; and (iv) 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 (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 by the Company prior to the

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              Termination Date, for cause, (i) subject to Section 6(f) hereof,
              this Agreement terminates immediately; (ii) 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 been received; and (iii) 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 EMPLOYEE'S DEATH OR DISABILITY. 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
              the Termination Date, for any reason other than Employee's death
              or disability, (i) subject to Section 6(f) hereof, this Agreement
              terminates immediately; (ii) 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 been
              received; and (iii) 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 COMPANY FOR NON-PERFORMANCE
              BY THE EMPLOYEE. If the Employee's employment is terminated by the
              Company prior to the Termination Date, for non-performance by the
              Employee (i) subject to Section 6(f) hereof, this Agreement
              terminates immediately; (ii) 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 been
              received; and (iii) 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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              (F) PRESERVATION OF CERTAIN PROVISIONS. Notwithstanding any
              provisions of this Agreement to the contrary, the provisions of
              Sections 7 through 12 hereof shall survive the expiration or
              termination of this Agreement as necessary to give full effect to
              all of the provisions of this Agreement.

         7. 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 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"). Furthermore,
upon the expiration of this Agreement or the termination of this Agreement prior
to the Termination Date, for any reason, the Employee expressly agrees not to
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.

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         8. 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 in Rule 13d-3 promulgated
under the Securities Exchange Act of 1934) in excess of 5% of the outstanding
capital stock of such enterprise.

         9. 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 for and 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

                                       7
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employment with the Company in accordance with the Company's obligations to such
third parties and the policies established by the Company.

         10. 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 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.

         11. MEDIATION. The Company and Employee agree to mediate 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 11
applies to or governs disputes arising under Sections 7 through 10 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, in that event, there will be no
mediation. If this good faith mediation effort fails to resolve any dispute
arising under this Agreement, either party may pursue any appropriate legal
action regarding said dispute.

         12. 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. 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. 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, 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 perform this

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Agreement as provided in this Section. The Employee may not assign his rights or
delegate his duties or obligations under this Agreement.

         13. 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:                       Alamosa PCS, Inc.
                                         4403 Brownfield Highway
                                         Lubbock, Texas 79407
                                         Attn: David E. Sharbutt, Chairman

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

If to the Employee:                      Margaret Couch
                                         5215 87th
                                         Lubbock, Texas 79724

With Copy to:
                                         ---------------------------------------

                                         ---------------------------------------

                                         ---------------------------------------

         14.  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 waiver, modification or discharge in writing signed by
              the Employee and such officer as may be designated by the Board of
              Directors 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

                                       9
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              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 AGREEMENTS. 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 27th day of January, 2000, to be effective February 3, 2000.

                                       COMPANY

                                       ALAMOSA PCS, INC.


                                       By /s/ Jerry Brantley
                                          ------------------------------
                                          Name:  Jerry Brantley
                                          Title: COO

                                       10
<PAGE>

                                       EMPLOYEE


                                       /s/ Margaret Couch
                                       ---------------------------------
                                       Margaret Couch


Approved as to the mediation provisions in Paragraph 12 above.

                                       CRENSHAW, DUPREE & MILAM, L.L.P.


                                       By
                                          ------------------------------
                                          JACK McCUTCHIN, JR.
                                          Attorneys for Alamosa PCS, Inc.




                                       ---------------------------------
                                       Attorney for Employee

                                       11
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                          EMPLOYMENT AGREEMENT ADDENDUM

This Addendum ("Addendum") is made as of the 31st day of January, 2000
("Effective Date") between ALAMOSA PCS Holdings Inc., a Delaware corporation
("ALAMOSA PCS") Margaret Couch, (Employee). Pursuant to the Employment Agreement
executed by and between ALAMOSA PCS and the Employee, ALAMOSA PCS offers the
following addendum which is subject to the terms and conditions as agreed to in
the employment agreements and which will replace section 2(b) of the executed
employment agreement between said parties:

    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 with the quarter ending March 30, 2000, Employee's Quarterly Bonus
    shall be equal to the sum of (1) plus (2) as follows:

         (1) $7,500.00 multiplied by the percentage set forth opposite each
         Expected Milestone set forth in the bonus plan objectives as
         established from time to time by the employer.

         (2) $7,500.00 multiplied by the percentage set forth opposite each
         Exceptional Milestone set forth in the bonus plan objectives as
         established from time to time by the employer.

    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 the plan containing the objectives
    to be evaluated as established by employer 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. Such changes
    are at the sole discretion of the employer. Employer may also, in its sole
    discretion, change the amounts of the bonuses to be awarded for each
    milestone. Such changes 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.

By signing below, the parties agree to perform in accordance with the terms and
conditions as set forth in this addendum.

Signature: /s/ Margaret Couch          Signature: /s/ Jerry Brantley
           ------------------------               ------------------------
Printed Name: Margaret Couch           Printed Name: Jerry Brantley
              ---------------------                  ---------------------
Date: 01-31-2000                       Date: 2/8/00
      -----------------------------          -----------------------------
Title: West Texas General Manager      Title: COO
       ----------------------------           ----------------------------