EMPLOYMENT AGREEMENT
    

    
      THIS EMPLOYMENT AGREEMENT (this
      “Agreement”) with an effective date of June 1, 2008 (the “Effective
      Date”) and dated December 31, 2008 (the “Execution Date”), is by and
      between Teletouch Communications, Inc., a Delaware corporation (together
      with its subsidiaries, the “Company”), and Robert M. McMurrey, an
      individual residing in Fort Worth, Texas (the “Employee”).


    

    
      W I T N E S S E T H:
    

    
      WHEREAS, the Company and the Employee
      desire for Employee to continue serving  the Company as its Chairman &
      Chief Executive Officer; and to continue serving in some cases as the
      Chief Executive Officer of its various subsidiaries,  and
    

    
      WHEREAS, the parties desire to provide
      that the Employee be employed by the Company under the terms of this
      Agreement.
    

    
      NOW THEREFORE in consideration of the
      mutual benefits to be derived from this Agreement, the Company and the
      Employee hereby agree as follows:


    

    
      1.        Term
      of Employment; Office and Duties
    

    
      (a)       Commencing on the Effective Date
      of this Agreement (the “Employment Date”), and for an initial term
      ending May 31, 2011, the Company shall employ the Employee as a senior
      executive of the Company with the title of Chairman & Chief Executive
      Officer, and Chief Executive Officer of some of its various
      subsidiaries, with the duties and responsibilities prescribed for such
      offices in the Bylaws of the Company and such additional duties and
      responsibilities consistent with such positions as may from time to time
      be assigned to the Employee by the Board of Directors.  Employee agrees
      to perform such duties and discharge such responsibilities in accordance
      with the terms of this Agreement. This Agreement shall automatically
      renew for  successive additional one (1) year terms, unless either the
      Company or the Employee (collectively the “Parties” or individually the
      “Party”) gives the other Party written advance notice of an intent not
      to renew the Agreement at least sixty (60) days prior to its expiration.
    

    
      (b)       The Employee shall devote
      substantially all of his working time to the business and affairs of the
      Company other than during vacations of four weeks per year and periods
      of illness or incapacity; provided,
      however,
      that nothing in this Agreement shall preclude the Employee from devoting
      time required:  (i) for serving as a director or officer of any
      organization or entity not in the cellular telephone business, and any
      other businesses in which the Company is directly involved or becomes
      involved as a function of Employee’s duties; (ii) delivering lectures or
      fulfilling speaking engagements; or (iii) engaging in charitable and
      community activities, including sitting on any Boards of Directors
      and/or committees of such organizations related to such activities; provided,
      however,
      that such activities do not interfere with the performance of his duties
      hereunder.

    

    
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      2.        Compensation
      and Benefits.
    

    
      For all services rendered by the Employee
      in any capacity during the period of Employee’s employment by the
      Company, including without limitation, services as an executive officer
      or member of any committee of the Board of Directors or any subsidiary,
      affiliate or division thereof, from and after the Effective Date the
      Employee shall be compensated as follows:
    

    
      (a)       Base
      Salary.  The Company shall pay
      the Employee a fixed salary (“Base Salary”) at a rate of Three Hundred
      and Eighty Thousand Dollars ($380,000) per year. The Board of Directors
      may periodically review the Employee’s Base Salary with a view to
      increasing such Base Salary if, in the judgment of the Board of
      Directors, the earnings of the Company or the services of the Employee
      merit such an increase.  Base Salary will be payable in accordance with
      the customary payroll practices of the Company.
    

    
      (b)       Annual
      Bonus.  Employee will be
      entitled to receive an annual bonus (the “Annual Bonus”), payable each
      year no later than sixty (60) days after the end of the Company’s most
      recently completed fiscal year. The final determination on the total
      amount of the Annual Bonus will be made by the Compensation Committee of
      the Board of Directors, based primarily on mutually agreed upon
      performance criteria as set forth in Annual Bonus - 2009 Performance
      Criteria: McMurrey (the “Performance Criteria”), established with
      respect to the ensuing fiscal year, within sixty (60) days of the end of
      each fiscal year, or ninety (90) days after the start of any fiscal year
      (the “Performance Criteria Agreement Period”), such as the case may be.
      The Performance Criteria for the 2009 fiscal year shall be established
      and mutually agreed upon on or before the date of execution of this
      Agreement. In the event that the applicable Performance Criteria cannot
      be mutually agreed upon by the Compensation Committee and the Employee
      during the Performance Criteria Agreement Period, such Performance
      Criteria shall be established by majority vote of the Compensation
      Committee within no more than thirty (30) days of the end of the
      Performance Criteria Agreement Period, subject to the minimum Annual
      Bonus payment terms and conditions further described herein below. The
      targeted amount of the Annual Bonus shall be set by the Compensation
      Committee during the Performance Criteria Agreement Period in an amount
      up to Fifty Percent (50%), but in no event shall bonus criteria be set
      whereby Employee has a bonus target of less than Fifty Percent (50%) of
      the Executive’s base salary (“Target Bonus Amount”). The Target Bonus
      Amount shall be deemed earned if Employee meets the mutually agreed upon
      Performance Criteria. The Compensation Committee may also consider other
      more subjective factors in making its determination for any fiscal
      period. The actual Annual Bonus for any given period may be higher than
      or, if Employee fails to meet the Performance Criteria, lower than 50%
      of Employee’s base salary. Specifically, the Compensation Committee will
      give consideration to Performance Criteria including Adjusted Earnings
      Before Interest, Taxes, Depreciation and Amortization (“Adjusted
      EBITDA”) as further defined in that certain Loan and Security Agreement
      entered into by and among the Company and Thermo Credit, LLC on April
      30, 2008, and any modifications, exceptions, mutual releases and
      successors thereto), and to other traditional criteria for determining
      operating performance as may be mutually
    

    
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      agreed by the parties. The Performance
      Criteria may be reviewed and revised from time to time during each
      annual period to adjust and account for periodic changes to and for the
      Company’s business needs, such as the case may be.
    

    
      (c)       Fringe
      Benefits, Option Grants and Miscellaneous Employment Matters.

    

    
      (i)  The Employee shall be entitled to
      participate in such short-term disability, health and life insurance and
      other fringe benefit plans or programs, including a Section 401(k)
      retirement plan, of the Company established from time to time by the
      Board of Directors, if any, to the extent that his position, tenure,
      salary, age, health and other qualifications make him eligible to
      participate, subject to the rules and regulations applicable
      thereto.  Such additional benefits shall include, but not be limited to,
      paid sick leave, individual health insurance and personal days, all in
      accordance with the policies of the Company. Where possible, all waiting
      and eligibility periods will be waived.
    

    
      (ii)   The Company will provide Employee
      with term life insurance in an amount equal to one million
      ($1,000,000.00) at no direct or indirect cost to the Employee.  A
      portion of said life insurance coverage may be through policies normally
      provided to the Company’s officers.  Employee shall have the right to
      designate the beneficiary of the death benefits of said life insurance.
    

    
      (iii)  The Employee shall be entitled to a
      grant of non-qualified stock options (the “Employment Options”) on the
      last business day of each fiscal year in which this Agreement is in
      effect to purchase a minimum of 319,000 shares of the Company’s Common
      Stock, par value $.001 per share (the “Common Stock”) with an exercise
      price to be determined in the manner specified in the stock option or
      equity incentive plan under which the grant is issued. Each annual grant
      of Employment Options shall be fully vested upon issuance.  The term of
      the Employment Option is for a period of ten (10) years from the date of
      grant, except that, in the event of termination without Cause or not For
      Good Reason, the Employment Option must be exercised with ninety (90)
      days of termination.  
    

    
      (d)       Withholding
      and Employment Tax.  Payment of
      all compensation hereunder shall be subject to customary withholding tax
      and other employment taxes as may be required with respect to
      compensation paid by an employer/corporation to an employee.
    

    
      (e)       Disability.  The
      Company shall maintain the current disability insurance policy with
      MetLife Insurance Company (the current insurance provider) providing
      income protection in the event of Employee’s long term disability as
      defined in such policy in an amount equal to at least 60% of Employee’s
      salary with a minimum coverage of Sixteen Thousand Two Hundred Fifty
      Dollars ($16,250) per month as calculated by the insurance company. In
      addition, Employer shall maintain with a reputable insurance company
      disability insurance providing additional income protection in the
      amount of Five Thousand Dollars ($5,000.00) per month in the event of
      Employee’s long term disability as defined in such policy. Such policies
      shall be made active by the Company within 60-Days of the Execution
      Date. In the event of the Employee’s Disability (as hereinafter
      defined), the Employee and his family shall continue to be
    

    
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      covered by all of the Company’s life,
      medical, health and dental plans, at the Company’s expense, to the
      extent such benefits can be obtained at a reasonable cost, for the term
      of such Disability (as hereinafter defined) in accordance with the terms
      of such plans.
    

    
      (f)       Death.              The
      Company shall, to the extent such benefits can be obtained at a
      reasonable cost, provide the Employee with life insurance benefits at
      least as favorable to the Employee as those being provided by the
      Company to other senior executives of the Company.  In the event of the
      Employee’s death, the Employee’s family shall continue to be covered by
      all of the Company’s medical, health and dental plans, at the Company’s
      expense, to the extent such benefits can be obtained at a reasonable
      cost, effective January 1, 2009, for thirty-six (36) months following
      the Employee’s death in accordance with the terms of such plans.

    

    
      (g)       Vacation.        
      Employee shall receive four (4) weeks of vacation annually, administered
      in accordance with the Company’s existing vacation policy.  
    

    
      3.        Business
      Expenses.
    

    
      The Company shall pay or reimburse all
      reasonable travel and entertainment expenses incurred by the Employee in
      connection with the performance of his duties under this Agreement,
      including reimbursement for attending out-of-town meetings of the Board
      of Directors in accordance with such procedures as the Company may from
      time to time establish for senior officers and as required to preserve
      any deductions for federal income taxation purposes to which the Company
      may be entitled and subject to the Company’s normal requirements with
      respect to reporting and documentation of such expenses. Notwithstanding
      the foregoing, all expenses must be promptly submitted for reimbursement
      by the Employee.  In no event shall any reimbursement be paid by the
      Company after the end of the year following the year in which the
      expense is incurred by the Employee.
    

    
      4.        Termination
      of Employment.
    

    
      Notwithstanding any other provision of
      this Agreement, Employee’s employment with the Company may be terminated
      upon written notice to the other Party as follows:
    

    
      (a)       By the Company, in the event of
      the Employee’s death or Disability (as hereinafter defined) or for Cause
      (as hereinafter defined).  For purposes of this Agreement, “Cause” shall
      mean either: (i) the indictment of, or the bringing of formal charges
      against, Employee by a governmental authority of competent jurisdiction
      for charges involving criminal fraud or embezzlement; (ii) the
      conviction of Employee of a crime involving an act or acts of
      dishonesty, fraud or moral turpitude by the Employee, which act or acts
      constitute a felony; (iii) Employee’s continued failure to substantially
      perform Employee’s duties hereunder, as reasonably determined by the
      Board of Directors, which is not cured in a reasonable time, which time
      shall be 30 days from receipt of written notice from the Board of
      Directors specifically setting forth such failure; (iv) Employee having
      willfully caused the Company, without the approval of the Board of
      Directors, to fail to abide by either a valid material contract to which
    

    
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      the Company is a party or the Company’s
      Bylaws; (v) Employee having committed acts or omissions constituting
      gross negligence or willful misconduct with respect to the Company; (vi)
      Employee having committed acts or omissions constituting a material
      breach of Employee’s duty of loyalty or fiduciary duty to the Company or
      any material act of dishonesty or fraud with respect to the Company
      which are not cured in a reasonable time, which time shall be 30 days
      from receipt of written notice from the Company of such material breach;
      or (vii) Employee having committed acts or omissions constituting a
      material breach of this Agreement which are not cured in a reasonable
      time, which time shall be 30 days from receipt of written notice from
      the Company of such material breach.  A determination that Cause exists
      as defined in clauses (iv), (v), (vi) or (vii) (as to this Agreement) of
      the preceding sentence shall be made by at least a majority of the
      members of the Board of Directors.  For purposes of this Agreement,
      “Disability” shall mean the inability of Employee, in the reasonable
      judgment of a physician appointed by the Board of Directors, to perform
      his duties of employment for the Company or any of its subsidiaries
      because of any physical or mental disability or incapacity, where such
      disability shall exist for an aggregate period of more than 120 days in
      any 365-day period or for any period of 90 consecutive days.  The
      Company shall by written notice to the Employee specify the event relied
      upon for termination pursuant to this Section 4(a), and Employee’s
      employment hereunder shall be deemed terminated as of the date of such
      notice.  In the event of any termination under this Subsection 4(a), the
      Company shall pay all amounts then due to the Employee under Section
      2(a) of this Agreement for any portion of the payroll period worked but
      for which payment had not yet been made up to the date of termination,
      and, if such termination was for Cause, the Company shall have no
      further obligations to Employee under this Agreement, and any and all
      options granted hereunder shall terminate according to their terms
      In the event of a termination
      due to Employee’s Disability or death, the Company shall comply with its
      obligations under Sections 2(f) and 2(g).
    

    
      (b)       By the Company, in the absence
      of Cause, for any reason and in its sole and absolute discretion,
      provided that in such event the Company shall, as liquidated damages or
      severance pay, or both, continue to pay to Employee the Base Salary (at
      a monthly rate equal to the rate in effect immediately prior to such
      termination) (the "Termination Payments"), when, as and if such payments
      would have been made in the absence of Executive’s termination, for a
      period of no less than a year and no more than the remaining term of
      this Employment Agreement.
    

    
      (c)       By the Employee for “Good
      Reason,” which shall be deemed to exist: (i) if the Company’s Board of
      Directors fails to elect or reelect the Employee to, or removes the
      Employee from, any of the office(s) referred to in Section 1(a) absent
      “Cause” as defined elsewhere in this Agreement; (ii) if the scope of
      Employee’s duties, responsibilities, authority or position is
      significantly reduced (but not excluding changes resulting from a sale
      of the Company, whether by merger, tender offer or otherwise) provided
      that Employee shall act via written notice of his belief that such event
      has occurred within 30 days of any such diminution in the scope of his
      duties, responsibilities, authority or position;  or (iii) if the
      Company shall have continued to fail to comply with any material
      provision of this Agreement after a 30-day period to cure (if such
      failure is curable) following written notice to the Company of such
      non-compliance; and provided that (i) the Employee provides written
      notice to the Company of the

    

    
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      facts giving rise to “Good Reason” within
      90 days of the initial existence of the event or events, and (ii) the
      Company is provided not less than 30 days to cure, and fails so to cure,
      and (iii) the Executive terminates employment within one year from the
      initial existence of the cause of Good Reason..  
    

    
      In the event of any termination under this
      Section 4(c), the Company shall, as liquidated damages or severance pay,
      or both, pay the Termination Payments to Employee. Such Termination
      Payments shall be made on the same basis and at the same times as
      described in Section 4(b).


    

    
      (d)       During any period in which
      Employee is obligated not to compete with the Company pursuant to
      Section 5 hereof (unless Employee was terminated for Cause in which case
      no benefits set forth under this section shall be due Employee),
      Employee and his family shall continue to be covered by the Company’s
      life, medical, health and death plans.  Such coverage shall be at the
      Company’s expense to the same extent as if Employee were still employed
      by the Company.  In the event of a termination pursuant to Sections 4(b)
      or 4(c), the Company shall provide to Employee, at the Company’s
      expense, outplacement services of a nature customarily provided to a
      senior executive.  Notwithstanding the foregoing, the obligations of the
      Company pursuant to this Section 4(d) shall remain in effect no longer
      than the term of the Termination Payments.
    

    
      5.        Non-Competition.
    

    
      During the period of Employee’s employment
      hereunder and during any period in which Employee is receiving
      Termination Payments, the Employee shall not, within any state or other
      jurisdiction in which the Employee actively provided services to the
      Company or any subsidiary of the Company pursuant to this Agreement, or
      within a one hundred (100) mile radius of any such state or
      jurisdiction, directly or indirectly own any interest in, manage,
      control, participate in, consult with, render services for, or in any
      manner engage in any wireless communications business substantially
      similar to the Company’s current businesses and any businesses of the
      Company actively operating or contemplated as of the Execution Date of
      this Agreement (unless the Board of Directors shall have authorized such
      activity and the Company shall have consented thereto in
      writing).  Investments in less than five percent of the outstanding
      securities of any class of a corporation subject to the reporting
      requirements of Section 13 or Section 15(d) of the Securities Exchange
      Act of 1934, as amended, shall not be prohibited by this Section 5.  At
      the option of Employee, Employee’s obligations under this Section 5
      arising after the termination of Employee shall be suspended during any
      period in which the Company fails to pay to him Termination Payments
      required to be paid to him pursuant to this Agreement.  The provisions
      of this Section 5 are subject to the provisions of Section 14 of this
      Agreement.
    

    
      6.        Inventions
      and Confidential Information.
    

    
      The parties hereto recognize that a major
      need of the Company is to preserve its specialized knowledge, trade
      secrets, and confidential information.  The strength and good will of
      the Company is derived from the specialized knowledge, trade secrets,
      and confidential
    

    
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      information generated from experience with
      the activities undertaken by the Company and its subsidiaries.  The
      disclosure of this information and knowledge to competitors would be
      beneficial to them and detrimental to the Company, as would the
      disclosure of information about the marketing practices, pricing
      practices, costs, profit margins, design specifications, analytical
      techniques, and similar items of the Company and its subsidiaries.  The
      Employee acknowledges that the proprietary information, observations and
      data obtained by him while employed by the Company concerning the
      business or affairs of the Company are the property of the Company.  By
      reason of his being a senior executive of the Company, the Employee has
      or will have access to, and has obtained or will obtain, specialized
      knowledge, trade secrets and confidential information about the
      Company’s operations and the operations of its subsidiaries, which
      operations extend throughout the United States.  Therefore, subject to
      the provisions of Section 14 hereof, the Employee hereby agrees as
      follows, recognizing that the Company is relying on these agreements in
      entering into this Agreement:
    

    
      (i)      During the period of Employee’s
      employment with the Company and for an indefinite period thereafter, the
      Employee will not use, disclose to others, or publish or otherwise make
      available to any other party any inventions or any confidential business
      information about the affairs of the Company, including but not limited
      to confidential information concerning the Company’s products, methods,
      engineering designs and standards, analytical techniques, technical
      information, customer information, employee information, and other
      confidential information acquired by him in the course of his past or
      future services for the Company.  Employee agrees to hold as the
      Company’s property all books, papers, letters, formulas, memoranda,
      notes, plans, records, reports, computer tapes, printouts, software and
      other documents, and all copies thereof and therefrom, in any way
      relating to the Company’s business and affairs, whether made by him or
      otherwise coming into his possession, and on termination of his
      employment, or on demand of the Company, at any time, to deliver the
      same to the Company within twenty four (24) hours of such termination or
      demand.
    

    
      (iv)   During the period of Employee’s
      employment with the Company and for one (1) year thereafter, (a) the
      Employee will not directly or indirectly through another entity induce
      or otherwise attempt to influence any employee of the Company to leave
      the Company’s employ and (b) the Employee will not directly or
      indirectly hire or cause to be hired or induce a third party to hire,
      any such employee (unless the Board of Directors shall have authorized
      such employment and the Company shall have consented thereto in writing)
      or in any way interfere with the relationship between the Company and
      any employee thereof and (c) induce or attempt to induce any customer,
      supplier, licensee, licensor or other business relation of the Company
      to cease doing business with the Company or in any way interfere with
      the relationship between any such customer, supplier, licensee or
      business relation of the Company.
    

    
      7.        Dispute
      Resolution.
    

    
      All disputes between the Parties arising
      from the construction or performance of, or otherwise in connection with
      this Agreement, shall be finally settled by in Ft. Worth, Texas, before
      a panel of three arbitrators pursuant to the rules of the American
      Arbitration Association.  The arbitration procedure and all decisions
      made by the arbitral tribunal shall be
    

    
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      kept confidential, unless the Parties
      expressly consent to the publication thereof in whole or in part. Unless
      oral hearings are requested by a party, the arbitral tribunals shall
      make its award on the basis of written submissions.  In the event of any
      proceeding between the Company and the Employee with respect to the
      subject matter of this Agreement and the enforcement of the rights
      hereunder and such proceeding results in final judgment or order in
      favor of one of the Parties, which judgment or order is substantially
      inconsistent with the positions asserted by the other Party in such
      litigation or proceeding, the losing Party in such event shall reimburse
      the prevailing Party for all of its reasonable costs and expenses
      relating to such litigation or other proceeding, including, without
      limitation, its reasonable attorneys’ fees and expenses.  Such payments
      shall be made no later than the end of the year following the year in
      which any such litigation or proceeding is concluded.
    

    
      8.        Consolidation;
      Merger; Sale of Assets; Change of Control.
    

    
      Nothing in this Agreement shall preclude
      the Company from combining, consolidating or merging with or into,
      transferring all or substantially all of its assets to, or entering into
      a partnership or joint venture with, another corporation or other
      entity, or effecting any other kind of corporate combination provided
      that the corporation resulting from or surviving such combination,
      consolidation or merger, or to which such assets are transferred, or
      such partnership or joint venture, assumes this Agreement and all
      obligations and undertakings of the Company hereunder. Upon such a
      consolidation, merger, transfer of assets or formation of such
      partnership or joint venture, this Agreement shall inure to the benefit
      of, be assumed by, and be binding upon such resulting or surviving
      transferee corporation or such partnership or joint venture, and the
      term “Company,” as used in this Agreement, shall mean such corporation,
      partnership or joint venture or other entity, and this Agreement shall
      continue in full force and effect in accordance with its terms and shall
      entitle the Employee and his heirs, beneficiaries and representatives to
      exactly the same compensation, benefits, perquisites, payments and other
      rights as would have been their entitlement had such combination,
      consolidation, merger, transfer of assets or formation of such
      partnership or joint venture not occurred.
    

    
      9.        Survival
      of Obligations.
    

    
      Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,
      15 and 17 shall survive the termination for any reason of this Agreement
      (whether such termination is by the Company, by the Employee, upon the
      expiration of this Agreement or otherwise).
    

    
      10.       Employee’s
      Representations.
    

    
      The Employee hereby represents and
      warrants to the Company that (i) the execution, delivery and performance
      of this Agreement by the Employee do not and shall not conflict with,
      breach, violate or cause a default under any contract, agreement,
      instrument, order, judgment or decree to which the Employee is a party
      or by which he is bound, (ii) the Employee is not a party to or bound by
      any employment agreement, noncompete agreement or confidentiality
      agreement
    

    
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      with any other person or entity and (iii)
      upon the execution and delivery of this Agreement by the Company, this
      Agreement shall be the valid and binding obligation of the Employee,
      enforceable in accordance with its terms.  The Employee hereby
      acknowledges and represents that he has consulted with legal counsel
      regarding his rights and obligations under this Agreement and that he
      fully understands the terms and conditions contained herein.
    

    
      11.       Company’s
      Representations.
    

    
      The Company hereby represents and warrants
      to the Employee that (i) the execution, delivery and performance of this
      Agreement by the Company do not and shall not materially conflict with,
      breach, violate or cause a default under any contract, agreement,
      instrument, order, judgment or decree to which the Company is a party or
      by which it is bound and (ii) upon the execution and delivery of this
      Agreement by the Employee, this Agreement shall be the valid and binding
      obligation of the Company, enforceable in accordance with its terms.
    

    
      12.       Enforcement.
    

    
      Because the Employee’s services are unique
      and because the Employee has access to confidential information
      concerning the Company, the parties hereto agree that money damages
      would not be an adequate remedy for any breach of this
      Agreement.  Therefore, in the event of a breach or threatened breach of
      this Agreement, the Company may, in addition to other rights and
      remedies existing in its favor, apply to any court of competent
      jurisdiction for specific performance and/or injunctive or other relief
      in order to enforce, or prevent any violations of, the provisions hereof
      (without posting a bond or other security).
    

    
      13.       Severability.
    

    
      In case any one or more of the provisions
      or part of a provision contained in this Agreement shall for any reason
      be held to be invalid, illegal or unenforceable in any respect in any
      jurisdiction, such invalidity, illegality or unenforceability shall be
      deemed not to affect any other jurisdiction or any other provision or
      part of a provision of this Agreement, nor shall such invalidity,
      illegality or unenforceability affect the validity, legality or
      enforceability of this Agreement or any provision or provisions hereof
      in any other jurisdiction; and this Agreement shall be reformed and
      construed in such jurisdiction as if such provision or part of a
      provision held to be invalid or illegal or unenforceable had never been
      contained herein and such provision or part reformed so that it would be
      valid, legal and enforceable in such jurisdiction to the maximum extent
      possible.  In furtherance and not in limitation of the foregoing, the
      Company and the Employee each intend that the covenants contained in
      Sections 5 and 6 shall be deemed to be a series of separate covenants,
      one for each county of the State of Texas and one for each and every
      other state, territory or jurisdiction of the United States and any
      foreign country set forth therein.  If, in any judicial proceeding, a
      court shall refuse to enforce any of such separate covenants, then such
      unenforceable covenants shall be deemed eliminated from the provisions
      hereof for the purpose of such proceedings to the extent necessary to
      permit the remaining separate covenants to be enforced in such
      proceedings.  If, in any judicial proceeding, a court shall refuse to
      enforce any one or more of such separate
    

    

    

    
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      covenants because the total time, scope or
      area thereof is deemed to be excessive or unreasonable, then it is the
      intent of the parties hereto that such covenants, which would otherwise
      be unenforceable due to such excessive or unreasonable period of time,
      scope or area, be enforced for such lesser period of time, scope or area
      as shall be deemed reasonable and not excessive by such court.
    

    
      14.       Entire
      Agreement; Amendment.
    

    
      Except as otherwise set forth in this
      Agreement, this Agreement contains the entire agreement between the
      Company and the Employee with respect to the subject matter hereof and
      thereof.  This Agreement may not be amended, waived, changed, modified
      or discharged except by an instrument in writing executed by or on
      behalf of the party against whom enforcement of any amendment, waiver,
      change, modification or discharge is sought.  No course of conduct or
      dealing shall be construed to modify, amend or otherwise affect any of
      the provisions hereof.
    

    
      15.       Notices.
    

    
      All notices, requests, demands and other
      communications hereunder shall be in writing and shall be deemed to have
      been duly given if physically delivered, delivered by express mail or
      other expedited service or upon receipt if mailed, postage prepaid, via
      registered mail, return receipt requested, addressed as follows:
    

    
    	
          
            (a)
          

        	
          
            To the Company:
          

        	
          
            (b)
          

        	
          
            To the Employee:
          

        
	

        	

        	

        	
           
        
	

        	
          
            Teletouch Communications, Inc
          

        	

        	
          
            Robert M. McMurrey
          

        
	

        	
          
            5718 Airport Freeway
          

        	

        	
          
            3320 Camp Bowie Ave.
          

        
	

        	
          
            Fort Worth, Texas  76117
          

        	

        	
          
            Suite 1205
          

        
	

        	
          
            Attn:  Chairman of the
          

        	

        	
          
            Fort Worth, Texas 76107
          

        
	

        	
          
            Compensation Committee
          

        	

        	

        
	

        	

        	

        	
           
        
	
          
            and to:
          

        	

        	

        	

        
	

        	

        	

        	
           
        
	

        	
          
            Cozen O’Connor
          

        	

        	
          
            Shannon, Gracey, Ratliff & Miller LLP
          

        
	

        	
          
            1627 I. Street, N.W., Suite 1100
          

        	

        	
          
            777 Main Street, Ste. 3800
          

        
	

        	
          
            Washington, D.C.  20006
          

        	

        	
          
            Fort Worth, Texas 76102
          

        
	

        	
          
            Attn:  Ralph V. De Martino, Esquire
          

        	

        	
          
            Attn:  Patrick Maher, Esquire.
          

        


    

    
      and/or to such other persons and addresses
      as any party shall have specified in writing to the other.
    

    

    

    
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      16.       Assignability.
    

    
      This Agreement shall not be assignable by
      either party and shall be binding upon, and shall inure to the benefit
      of, the heirs, executors, administrators, legal representatives,
      successors and assigns of the parties.  In the event that all or
      substantially all of the business of the Company is sold or transferred,
      then this Agreement shall be binding on the transferee of the business
      of the Company whether or not this Agreement is expressly assigned to
      the transferee.
    

    
      17.       Governing
      Law.
    

    
      This Agreement shall be governed by and
      construed under the laws of the State of Texas.
    

    
      18.       Waiver
      and Further Agreement.
    

    
      Any waiver of any breach of any terms or
      conditions of this Agreement shall not operate as a waiver of any other
      breach of such terms or conditions or any other term or condition, nor
      shall any failure to enforce any provision hereof operate as a waiver of
      such provision or of any other provision hereof.  Each of the parties
      hereto agrees to execute all such further instruments and documents and
      to take all such further action as the other party may reasonably
      require in order to effectuate the terms and purposes of this Agreement.
    

    
      19.       Headings
      of No Effect.
    

    
      The paragraph headings contained in this
      Agreement are for reference purposes only and shall not in any way
      affect the meaning or interpretation of this Agreement.
    

    
      20.       Section 409A
      of the Internal Revenue Code.
    

    
                Notwithstanding anything in this
      Agreement to the contrary, for any year in which the stock of the
      Company is tradeable on an established securities market, and the
      Employee meets the requirements of Internal Revenue Code Section
      416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the
      Regulations thereunder, but without regard to Internal Revenue Code
      Section 416(i)(5)) at any time during the 12 month period ending on the
      last occurring December 31st  (and
      is therefore a “Specified Employee”), then, to the extent required by
      Internal Revenue Code Section 409A, the Company shall pay any benefit
      which constituted “deferred compensation” under this Article no earlier
      than the earliest of the following:
    

    
      (1)      the expiration of the six month
      period (the “Deferral Period”) measured from the date of the Employee’s
      ‘separation from service’ under 409A; or
(2)    
        the date of the Employee’s death.
    

    

    

    
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      Upon the expiration of the Deferral
      Period, all payments that would have been made during the Deferral
      Period (whether in a single lump sum or in installments) shall be paid
      as a single lump sum to the Employee or, if applicable, his or her
      beneficiary.
    

    

    

    
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      IN WITNESS WHEREOF, the parties hereto
      have executed this Employment Agreement as of the date first above
      written.
    

    

    

    
    	
           
        	
          
            COMPANY:
          

        
	

        	

        	
           
        
	

        	
          
            TELETOUCH COMMUNICATIONS, INC.
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By
          

        	
          
            /s/ Clifford E. McFarland
          

        
	

        	

        	
          
            Clifford E. McFarland,
          

        
	

        	

        	
          
            Chairman of the Compensation Committee
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            EMPLOYEE:
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Robert M. McMurrey
          

        
	

        	

        	
          
            Robert M. McMurrey
          

        
	

        	

        	
          
            Chairman & Chief Executive Officer
          

        


    

    
      Page 13 of 13