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                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is made and entered into
as of the 6th day of March, 1998, between Heartland Wireless Communications,
Inc., a Delaware corporation ("Heartland"), and Carroll D. McHenry
("Executive").

         WHEREAS, Executive currently is the Chairman, Chief Executive Officer
and President of Heartland; and

         WHEREAS, it is the desire of the Board of Directors of Heartland (the
"Board of Directors") to assure itself of the continued services of Executive by
directly engaging Executive as an officer of Heartland and, as provided herein,
its subsidiaries and affiliates; and

         WHEREAS, Executive desires to commit himself to serve Heartland on the
terms herein provided.

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:

         1.       Definitions. For purposes of this Agreement, the following
definitions apply:

                  (a) Affiliate: shall mean, with respect to any Person, any
other Person that directly or indirectly controls, is controlled by, or is under
common control with the Person in question. As used in this definition of
"Affiliate," the term "control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person.

                  (b)      Cause:  shall mean,

                           (i) a finding by a majority of the directors of
Heartland that Executive has acted with gross negligence or willful misconduct
in connection with the performance of Executive's duties as an officer of
Heartland;

                           (ii) a finding by a majority of the directors of
Heartland that Executive has engaged in a material act of insubordination or of
common law fraud against Heartland or its employees;

                           (iii) a finding by a majority of the directors of
Heartland that Executive has acted against the best interests of Heartland 
in a manner that has or could have a material adverse affect on the financial
condition of Heartland;

                           (iv) a finding by a majority of the directors of
Heartland of criminal conduct by Executive (other than minor infractions and
traffic violations) or the conviction of Executive, by a court of competent
jurisdiction, of any felony (or plea of nolo contendere thereto);


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                           (v) a finding by a majority of the directors of
Heartland of a material violation by Executive of his duty of loyalty to
Heartland which results or may reasonably be expected to result in material
injury to Heartland or any Subsidiary;

                           (vi) a finding by a majority of the directors of
Heartland of a willful violation by Executive of Executive's covenants and
obligations under Sections 6 (Non-Competition), 7 (Confidentiality), or 8
(Intellectual Property) of this Agreement; or

                           (vii) a finding by a majority of the directors of
Heartland of chronic alcohol or drug abuse by Executive.

For purposes of the foregoing definition, if Executive is a director of
Heartland at the time in question, then Executive shall absent himself from any
portion of any meeting of the Board of Directors at which matters of, or
allegations of, Cause are discussed or deliberated, and he shall also abstain
from any vote thereon (or, if he should so vote, then his vote shall not be
considered for purposes of this Agreement) and, in all cases, his status as a
director shall not be considered as such for purposes of the constitution of a
majority.

                  (c) Competing Business: Any Person, other than Heartland or
any Subsidiary of Heartland, which engages in the Wireless Cable Business.

                  (d) Confidential Information: shall mean all of Heartland's or
any Subsidiary's trade secrets, know-how, financial information, intellectual
property and other proprietary rights, including without limitation
manufacturing and marketing information, formulae, knowledge, data, budgets,
products, subscriber and other customer lists, computer programs, software,
telephone numbers, prices, costs, personnel, suppliers, developments and
techniques concerning Heartland or its Subsidiaries and the Business (as defined
below) and all of Heartland's books, files, records, documents, plans, drawings,
designs, renderings, estimates, specifications, operating manuals, manuals, user
documentation, product literature, catalogues, marketing materials and similar
items relating to the Business or Heartland.

                  (e) Geographical Area: shall mean all counties, Basic Trading
Areas, or "BTAs" (as defined by Rand McNally in its 1992 Commercial Atlas and
Marketing Guide and used in the Federal Communications Commission's November
1995 auction of MMDS and MDS authorizations for such BTAs), and other defined
provinces or governmental subdivisions (domestic or international), considered
collectively, in which Heartland or any Subsidiary of Heartland engages in the
Wireless Cable Business at the time of the termination of Executive's employment
with Heartland, or in which Heartland or any Subsidiary of Heartland evidenced
in writing, at any time during the six month period prior to termination of
Executive's employment, its intention to engage in the Wireless Cable Business.

                  (f) Good Reason:  a resignation for Good Reason shall mean the
resignation by Executive from employment by Heartland after:


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                           (i) any material reduction of Executive's
compensation or benefits to which Executive was entitled immediately before the
reduction; or

                           (ii) any other material adverse change to the terms
and conditions of Executive's employment or benefits as in effect immediately
before the change;

provided, that, (A) if Executive consents in writing to any event described in
clauses (i) or (ii) of this Subsection 1(f), then Executive's subsequent
resignation shall not be treated as a resignation for Good Reason unless a
subsequent event described in such clauses to which Executive did not consent
occurs and (B) any changes in Executive's discretionary bonus, if any, as from
time to time may be determined by the Board of Directors of Heartland shall not
constitute Good Reason. Notwithstanding the foregoing, Executive shall be
entitled to resign for Good Reason only if any occurrence referred to in clauses
(i) or (ii) of this Subsection 1(f) is not remedied within 30 calendar days
after receipt by Heartland of written notice from Executive setting forth in
reasonable detail the facts and circumstances giving rise to such Good Reason.

                  (g) Person: shall mean any individual, group, partnership,
corporation, association, trust or other entity or organization.

                  (h) Permanent Disability: shall mean any physical or mental
disability which renders Executive unable to perform the essential functions of
his job as an employee of Heartland on a full-time basis with or without
reasonable accommodation for 180 calendar days whether or not consecutive,
within any period of 12 consecutive months; provided, however, that during any
period of Executive's disability Heartland may assign Executive's duties to any
other employee of Heartland or any Affiliate of Heartland or may engage or hire
a third party to perform such duties and any such action shall not be deemed
"Good Reason" for Executive to terminate his employment.

                  (i) Subsidiary: shall mean any non-individual Person of which
a majority of the combined voting power of the outstanding voting securities (or
other voting interests) is owned, directly or indirectly, by Heartland.

                  (j) Wireless Cable Business: shall mean the installing,
licensing, sale and/or marketing of wireless video or wireless data
communication services utilizing MMDS, MDS or ITFS frequencies (as defined at 47
C.F.R. 21.901 and 47 C.F.R. 74.902 or any successor regulation or statute),
including, without limitation, wireless cable television and direct broadcast
satellite businesses or any other installing, licensing, selling or marketing
services in which Heartland, directly or indirectly through one or more
Subsidiaries, engages.

         2.       Employment and Term.

                  (a) Heartland hereby agrees to employ Executive as its
Chairman, Chief Executive Officer and President, and Executive hereby agrees to
accept such employment, on the terms and conditions set forth herein, for the
period commencing on the date hereof (the "Effective Date") and


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expiring as of 11:59 p.m. on the third anniversary of the Effective Date (unless
sooner terminated as hereinafter set forth) (the "Term"); provided, however,
that on each anniversary of the Effective Date the Term shall automatically be
extended for one additional year. Provided, further, however, that no such
extension shall result on such anniversary, or on any subsequent anniversary,
if, at least ninety (90) days prior to such anniversary, Heartland or Executive
shall have given notice to the other party that it or he, as applicable, does
not wish to extend this Agreement.

                  (b) Executive affirms and represents that he (i) is under no
obligation to any former employer or other party which is in any way
inconsistent with, or which imposes any restriction upon, Executive's employment
hereunder by Heartland or Executive's undertakings under this Agreement and (ii)
has read, understands and will comply with the terms and conditions of the
policies and procedures (the "Policies") relating to the conduct of the business
of Heartland (the "Business").

         3.       Compensation and Related Matters.

                  (a) Base Salary. Executive shall receive a base salary paid by
Heartland ("Base Salary") at the annual rate of not less than Three Hundred
Thousand Dollars ($300,000), payable in such increments as executives of
Heartland normally are paid.

                  (b) Bonus Payments. Executive shall be eligible to receive, in
addition to the Base Salary: (i) compensation under Heartland's Performance
Incentive Compensation Plan (provided that the performance requirements in such
plan are achieved by Executive); and (ii) compensation under such other bonus
plan, if any, as the Board of Directors or the Option and Compensation Committee
of the Board of Directors may specify (provided that the performance
requirements in such plan are achieved by Executive).

                  (c) Option Grants. Executive shall be eligible to receive such
stock options, if any, as the Board of Directors or Compensation Committee may
specify, all on the terms and conditions more fully described in the option
agreement(s) pursuant to which such grant(s) is made.

                  (d) Expenses. During the Term, Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred by him (in
accordance with the policies and procedures established by the Board of
Directors for its senior executive officers) in performing services hereunder,
provided that Executive properly accounts therefor in accordance with the
Policies.

                  (e) Vacations. Executive shall be entitled to three (3) weeks
paid vacation in each calendar year commencing on or after January 1, 1998, or
such additional number as may be determined by the Board of Directors from time
to time. For purposes of this Subsection 3(e), weekend days shall not count as
vacation days. In addition, Executive shall also be entitled to all paid
holidays given by Heartland to its senior executive officers.


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                  (f) Taxes. All compensation payable to Executive hereunder is
stated in gross amounts and shall be subject to all applicable withholding
taxes, other normal payroll deductions and any other amounts required by law to
be withheld.

         4.       Duties and Restrictions.

                  (a) Duties as Employee of Heartland. Executive shall serve as
Heartland's Chairman, Chief Executive Officer and President, with all such
powers and duties as may be set forth in Heartland's Bylaws with respect to,
and/or are reasonably incident to, such office. Executive shall report to
Heartland's Board of Directors.

                  Executive hereby agrees faithfully and conscientiously to
serve Heartland, to devote his full professional time, skill, attention and
energy to the Business and ancillary affairs of Heartland and to perform his
duties hereunder competently, diligently, and to the best of his abilities.
During the Term, Executive shall not be engaged in any other business activity
pursued for gain, profit or other pecuniary advantage and shall render his
professional services exclusively to Heartland or its Subsidiaries, devoting his
full time during normal business hours throughout the Term to the services
required of him hereunder. The foregoing limitation shall not be construed as
prohibiting Executive from making personal investments in such form or manner as
shall not require his services in the operation or affairs of the companies or
enterprises in which such investments are made.

                  (b) Other Duties. Executive agrees to serve as requested by
the Board of Directors in one or more executive offices of any of Heartland's
Subsidiaries and Affiliates. Executive agrees that he shall not be entitled to
receive any compensation from Heartland for serving in any capacities of
Heartland's Subsidiaries and Affiliates other than the compensation to be paid
to Executive by Heartland pursuant to this Agreement (except that Executive
shall be entitled to retain any director's fees or similar compensation payable
as a result of his service on boards of directors of companies at the request of
Heartland). Executive shall also perform and discharge such other executive
employment duties and responsibilities as the Board of Directors shall from time
to time reasonably prescribe.

         5. Termination of Severance Agreement. Executive and Heartland are
parties to a Severance Agreement dated April 23, 1997 (the "Severance
Agreement"). The parties agree that this Agreement shall supersede the Severance
Agreement in all respects, and that the Severance Agreement shall be deemed
terminated as of the effective date of this Agreement.

         6.       Non-Competition.

                  (a) Covenant. Executive acknowledges that during the course of
Executive's engagement by Heartland, Executive will have gained access to
Confidential Information, and may have acquired, developed and/or refined skills
that could be used by Executive to compete against Heartland to the unfair
detriment of Heartland and its future operations. Executive also acknowledges
that Heartland has a legitimate business interest in reasonably limiting the
ability of


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Executive to use such information and skills to compete directly or indirectly
against Heartland. Accordingly, Executive covenants and agrees that he will not,
directly or indirectly (personally, through any other Person, or as principal,
director, officer, employee, consultant, partner, stockholder, trustee, manager
or otherwise), during the Term hereof and for a period of two (2) years
following the termination of his employment with Heartland:

                           (i) engage in the Wireless Cable Business in the
Geographical Area;

                           (ii) perform, for any Competing Business which
operates a Wireless Cable Business in the Geographical Area, any duties
substantially similar to those duties performed by Executive or his subordinates
during the Term;

                           (iii) employ or engage the services of any Person who
was a salaried employee of or a consultant to Heartland during the six (6)
months preceding such termination, or induce, request, advise, attempt to
influence or solicit, any Person who was a salaried employee of or consultant to
Heartland during the six (6) months preceding such termination, to terminate his
or her employment or consulting arrangement with Heartland;

                           (iv) lend credit, money or reputation for the purpose
of establishing or operating a business substantially similar to the Wireless
Cable Business in the Geographical Area;

                           (v) do any act that Executive knows or should know
might injure Heartland or that might divert subscribers or other customers,
suppliers or employees from the Business; or

                           (vi) without limiting the generality of the foregoing
provisions, conduct a business substantially similar to the Business under the
name "Heartland Wireless Communications," or any other trade names, trademarks
or service marks used by Heartland within the Geographical Area;

For purposes of this Section 6 only, the term "Heartland" shall include
Heartland and all Subsidiaries at the time the covenants in this Section 6 are
in force or are to be enforced.

                  (b) Tolling of Non-Competition Term. If, during any calendar
month after the termination of Executive's employment by Heartland in which the
provisions of Subsection 6(a) are applicable, Executive is not in compliance
with the terms of Subsection 6(a), Heartland shall be entitled to, among other
remedies, demand compliance by Executive with the terms of Subsection 6(a) for
an additional number of calendar months that equals the number of calendar
months during which such noncompliance occurred.

                  (c) Reasonableness of Restrictions. Executive acknowledges
that the geographic boundaries, scope of prohibited activities, and time
duration of the provisions of Subsection 6(a) are reasonable and are no broader
than are necessary to maintain and to protect the legitimate business interests
of Heartland.


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                  (d) Separate Covenants. The parties hereto intend that the
covenants contained in Subsection 6(a) of this Agreement be construed as a
series of separate covenants, one for each county, BTA or other defined province
or governmental subdivision in each Geographical Area in which Heartland
conducts business. Except for geographic coverage, each such separate covenant
shall be deemed identical in terms to the applicable covenant contained in
Subsection 6(a) hereof. Furthermore, each of the covenants in Subsection 6(a)
hereof shall be deemed a separate and independent covenant, each being
enforceable irrespective of the enforceability (with or without reformation) of
the other covenants contained in Subsection 6(a) hereof.

         7.       Confidentiality.

                  (a) Executive shall not, except as otherwise provided in this
Agreement, directly or indirectly, at any time during or, for a two (2) year
period after the Term hereof, reveal, divulge or make known to any Person or use
for Executive's personal benefit (including without limitation for the purpose
of soliciting business, whether or not competitive with any business of
Heartland or any Subsidiary, or employees of Heartland or any Subsidiary), or
for the benefit of any Person in a Competing Business, any Confidential
Information acquired by Executive during the course of employment by Heartland.
The following information shall not be restricted under this Section 7:

                           (i) information already in the public domain;

                           (ii) information that Executive can demonstrate was
already in his possession before the time of disclosure without breach of
agreement or violation of law; or

                           (iii) information that Executive is required to
disclose under the following circumstances: (A) at the express direction of any
authorized governmental authority; (B) pursuant to a valid subpoena or other
court process; (C) as otherwise required by law or the rules, regulations, or
orders of any applicable regulatory body; or (D) as otherwise necessary, in the
written opinion of counsel for Executive, to be disclosed by Executive in
connection with any legal action or proceeding involving Executive and Heartland
or any Subsidiary in his capacity as an employee, officer, director, or
stockholder of Heartland or any Subsidiary; provided that, in the event of any
required disclosure, Executive shall, as soon as reasonably possible, provide
prior written notice of such required disclosure to Heartland and provide
Heartland the opportunity to defend against, limit or ensure confidential
treatment of such information required to be disclosed, and such disclosure
shall be permitted only to the extent so required.

                  (b) Executive shall, at the termination of his employment with
Heartland or at any time requested by Heartland (either during or within two (2)
years after the termination of Executive's employment with Heartland), promptly
deliver to Heartland all materials containing Confidential Information which
Executive may then possess or have under his control.

         8. Intellectual Property. Executive shall disclose promptly to
Heartland any and all significant conceptions and ideas for innovations,
inventions, improvements and valuable discoveries,


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whether patentable or not, which are conceived or made by Executive, solely or
jointly with another, during the Term or within one (1) year thereafter, which
are directly related to the Business or other activities of Heartland and which
Executive conceives as a result of his employment by Heartland or any Subsidiary
or other Affiliate (the "Intellectual Property"). Executive hereby assigns and
agrees to assign all his interests in the Intellectual Property to Heartland or
its nominee. Whenever requested to do so by Heartland, Executive shall execute
any and all applications, assignments or other instruments that Heartland shall
deem necessary to apply for and obtain letters patent of the United States or
any foreign country or to otherwise protect under relevant law Heartland's
exclusive proprietary interest in the Intellectual Property.

         9. Termination. Executive's employment hereunder may be terminated by
Heartland or Executive, as applicable, without any breach of this Agreement,
only under the following circumstances:

                  (a) Death. Executive's employment hereunder shall terminate
upon his death.

                  (b) Disability. Executive's employment hereunder shall
terminate upon his Permanent Disability.

                  (c) Cause. Heartland may terminate Executive's employment
hereunder for Cause.

                  (d) Good Reason. Executive may terminate his employment
hereunder for Good Reason.

         10. Compensation Upon Termination. Executive shall be entitled to the
following compensation from Heartland upon the termination of his employment:

                  (a) Death. If Executive's employment shall be terminated by
reason of his death, Heartland shall pay to such Person as shall have been
designated in a notice filed with Heartland prior to Executive's death, or, if
no such Person shall be designated, to his estate as a death benefit, his Base
Salary to the date of his death in addition to any payments Executive's spouse,
beneficiaries, or estate may be entitled to receive pursuant to any Plan
maintained by Heartland.

                  (b) Disability. During any period that Executive fails to
perform his material executive duties and responsibilities hereunder as a result
of incapacity due to physical or mental illness, Executive shall continue to
receive his Base Salary and bonus payments, if any, until Executive's employment
is terminated pursuant to expiration of the Term, pursuant to Subsection 9(b)
hereof. After such termination, Heartland shall pay to Executive, on or before
the fifth day following the Date of Termination (as hereinafter defined) his
Base Salary to the Date of Termination.

                  (c) Cause. If Executive's employment shall be terminated for
Cause, Heartland shall pay Executive his Base Salary through the Date of
Termination at the rate in effect at the time


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Notice of Termination (as defined below) is given. Such payments shall fully
discharge Heartland's obligations hereunder.

                  (d) Severance Benefit. If, prior to the expiration of the
Term, either (i) Executive's employment with Heartland is terminated by
Heartland other than (A) for Cause or (B) on account of Executive's death or
Permanent Disability, or (ii) Executive resigns from Heartland for Good Reason,
then Heartland shall pay to Executive, in a single lump sum which shall be paid
within 30 days after the termination of employment or resignation, a severance
payment in an amount equal to Executive's Base Salary (excluding all bonuses, if
any) at the rate then in effect, for the balance of the stated Term (determined
without regard to such termination or resignation, and also without regard to an
extension thereof that might result but for (and after) such termination or
resignation); provided that Heartland shall be permitted to make all such
payments net of any legally required tax withholdings.

         11.      Other Provisions Relating to Termination.

                  (a) Notice of Termination. Any termination of Executive's
employment by Heartland or by Executive (other than termination because of the
death of Executive) shall be communicated by written Notice of Termination to
the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated.

                  (b) Date of Termination. For purposes of this Agreement, "Date
of Termination" shall mean: (1) if Executive's employment is terminated by his
death, the date of his death; (2) if Executive's employment is terminated
because of a Permanent Disability pursuant to Subsection 9(b), then thirty (30)
days after Notice of Termination is given (provided that Executive shall not
have returned to the performance of his duties on a full-time basis during such
thirty (30) day period); (3) if Executive's employment is terminated by
Heartland for Cause, then, subject to Subsection 10(c), the date specified in
the Notice of Termination; or (4) if Executive's employment is terminated for
any other reason, the date on which a Notice of Termination is given.

                  (c) Cause. In the case of any termination of Executive for
Cause, Heartland will give Executive a Notice of Termination describing in
reasonable detail the facts or circumstances giving rise to Executive's
termination (and, if curable, the action required to cure same) and will permit
Executive thirty (30) days to cure such failure to comply or perform and an
opportunity to discuss the facts and circumstances regarding the Notice of
Termination with the Board of Directors. Executive's termination for Cause shall
be effective as of the date specified in the Notice of Termination or, if
Executive's failure to comply is curable, shall be effective within thirty (30)
days following Executive's receipt of a Notice of Termination for Cause unless
Executive has cured the facts or circumstances giving rise to Executive's
termination for Cause.


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         12. Successors; Binding Agreement. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, Executive's heirs and
legal representatives and Heartland's successors and assigns. This Agreement is
assignable by Heartland in connection with a reorganization, merger or
consolidation in which Heartland is not the surviving entity, or a sale of all
or substantially all of the assets of Heartland (a "Transaction"). In connection
with any such Transaction, Heartland shall, as a condition to consummation of
the Transaction, require the surviving or acquiring entity or Person to assume
in writing the obligations of Heartland under this Agreement. Upon any such
assumption, Heartland shall be released from all liability hereunder.
Executive's rights and obligations under this Agreement are personal in nature
and shall not be assignable by Executive.

         13. Certain Payments. If Executive should die while any amounts would
still be payable to him hereunder if he had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to Executive's devisee, legatee, or other designee or, if there
be no such designee, to Executive's estate.

         14. Notice. For purposes of this Agreement, all notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when (a) delivered personally, (b) sent by
facsimile or similar electronic device and confirmed, (c) delivered by overnight
express, or (d) if sent by any other means, upon receipt. Notices and all other
communications provided for in this Agreement shall be addressed as follows:

                  If to Executive:

                  Carroll D. McHenry
                  3515 McFarlin
                  Dallas, TX 75205

                  If to Heartland:

                  200 Chisholm Place, Suite 200
                  Plano, Texas 75075
                  Facsimile: (972) 633-0074
                  Attention: General Counsel

or to such other address as either party may have furnished to the other in
writing in accordance herewith.

         15. Injunctive Relief. Executive acknowledges and agrees that a remedy
at law for any breach or threatened breach of the provisions of Sections 6, 7,
and 8 hereof would be inadequate and, therefore, agrees that Heartland shall be
entitled to injunctive relief in addition to any other available rights and
remedies in cases of any such breach or threatened breach; provided, however,
that nothing contained herein shall be construed as prohibiting Heartland from
pursuing any other rights and remedies available for any such breach or
threatened breach.


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         16. Arbitration. Subject to Section 15 above, any unresolved dispute or
controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration, conducted before a panel of three (3) arbitrators
(each with experience in the area of senior executive employment) in Dallas,
Texas, in accordance with the rules of the American Arbitration Association then
in effect. The arbitrators shall not have the authority to add to, detract from,
or modify any provision hereof or to award punitive damages to any injured
party. A decision by a majority of the arbitration panel shall be final and
binding. Judgment may be entered on the arbitrators' award in any court having
jurisdiction. The direct expense of any arbitration proceeding shall be shared
equally by the parties.

         17. Miscellaneous. This Agreement constitutes the entire and final
expression of the agreement of the parties with respect to the subject matter
hereof and supersedes all prior agreements, oral and written, between the
parties hereto with respect to the subject matter hereof. No provision of this
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in a written instrument signed by Executive and
Heartland. No waiver by either party hereto of, or compliance with, any
condition or provision of the Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same 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 set forth expressly in this
Agreement. The validity, interpretation, construction, enforceability and
performance of this Agreement shall be governed by the laws of the State of
Texas, excluding any conflicts of law principles thereof. Neither this Agreement
nor any right or interest hereunder shall be assignable by Executive or his
beneficiaries or legal representatives without Heartland's prior written
consent; provided, however, that nothing in this Section 17 shall preclude
Executive from designating a beneficiary to receive any benefit payable
hereunder upon his death or incapacity.

         18. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect. Executive agrees that in the event that any court of competent
jurisdiction shall finally hold that any provision of Section 6, 7, or 8 hereof
is void or constitutes an unreasonable restriction against the Employee, the
provisions of such Section 6, 7, or 8, as applicable, shall not be rendered void
but shall apply with respect to such reasonable restriction under the
circumstances.

         19. Survival. The representations, warranties or covenants contained in
Sections 2(b)(i) and 7 of this Agreement shall survive indefinitely any
termination of this Agreement. The foregoing is without prejudice to express
time periods set forth in other sections of this Agreement.

         20. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together will
constitute one and the same agreement.


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         21. Legal Fees and Expenses. The prevailing party in any dispute or
controversy under or in connection with this Agreement (whether in arbitration
or otherwise) shall be entitled to reimbursement from the non-prevailing party
for all costs and reasonable legal fees incurred by such prevailing party. If
such dispute or controversy is resolved through arbitration, then the
arbitrators shall have the authority to determine the identity of the prevailing
party.

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

HEARTLAND WIRELESS                     CARROLL D. MCHENRY
COMMUNICATIONS, INC.,
a Delaware corporation


By: /s/ John A. Sprague                /s/ C. D. McHenry
    ------------------------------     -----------------------------------
Name: John A. Sprague                  Signature
Title: Director


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