<PAGE>   1
                                                                    EXHIBIT 10.1

         "*" Confidential portions of this Agreement have been omitted and filed
         separately with the Securities and Exchange Commission under a
         Confidential Treatment Request, pursuant to Rule 24b-2 of the
         Securities Exchange Act of 1934, as amended.

                                    AGREEMENT

         This Agreement ("Agreement") is made and entered into as of this 5th
day of April, 1998, by and between DIRECTV, Inc., a California corporation
("DIRECTV"), and Heartland Wireless Communications, Inc., a Delaware corporation
("Company").

                              W I T N E S S E T H:

         WHEREAS, DIRECTV is an operator of a direct broadcast satellite ("DBS")
service through which consumers may receive video, audio and other programming
via specialized DSS(R) satellite receiving equipment;

         WHEREAS, DIRECTV desires to establish a single-family household
DBS/MMDS program (the "Program") to solicit orders for DIRECTV(R) video, audio
and other programming services;

         WHEREAS, DIRECTV desires that Company act as a commissioned sales agent
under the Program and solicit Company's residential customers and prospects
through direct sales methods, including, telemarketing, direct mail,
door-to-door sales, and such other methods as DIRECTV shall approve ("Approved
Sales Methods"), to order DIRECTV programming packages and services (as set
forth on EXHIBIT A incorporated herein, the "DIRECTV Programming Packages") as a
complement to the consumer's purchase, lease or rental of DSS receiving
equipment (the "DSS System");

         WHEREAS, Company desires to act as a commissioned sales agent of
DIRECTV under the Program and solicit residential customers through Approved
Sales Methods to order DIRECTV Programming Packages as a complement to the
consumer's purchase, lease or rental of DSS System;

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

A.       TERM. Unless earlier terminated in accordance with the terms hereof,
         the term of our agreement shall commence upon the execution of this
         Agreement and shall continue for a period of five (5) years. To this
         end, Company shall use commercially reasonable efforts to maximize the
         acquisition of DIRECTV subscribers under this Agreement and the
         Cooperative Marketing Agreement as defined below.

B.       TERRITORY. Company shall be authorized to solicit orders for DIRECTV
         Programming Packages via Approved Sales Methods only from single family
         residential households ("Residential Households"), excluding any
         condominium complex, apartment building (including both rental and
         cooperative apartments), or townhouse communities, and other multiple
         dwelling units (collectively, "MDUs") located in the contiguous United
         States (the "Territory"). Notwithstanding the foregoing, the parties
         hereto acknowledge the existence of a Cooperative Marketing Agreement
         between DIRECTV and Company, whereby Company became a "System Operator"
         of DIRECTV in connection with the MDUs. The parties agree that the
         rights as set forth herein to Company are provided on the basis that
         Company will continue to perform its obligations under such Cooperative
         Marketing Agreement "***".

C.       ORDERS FOR DIRECTV PROGRAMMING PACKAGES.

         (1)      Company shall "***" solicit orders for DIRECTV Programming
                  Packages and to promote and enhance DIRECTV's business,
                  reputation and goodwill. DIRECTV will notify Company from time
                  to time of the DIRECTV Programming Packages for which Company
                  will be authorized to accept orders from the Residential
                  Households. All such orders for DIRECTV Programming Packages
                  shall


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                  be taken on the terms and conditions, including pricing,
                  specified to Company in writing by DIRECTV. "***"

         (2)      Company acknowledges and agrees that this Agreement authorizes
                  Company to submit to DIRECTV solely those orders for DIRECTV
                  Programming Packages that Company (or its employees on
                  Company's behalf) has solicited. In no event shall Company
                  submit orders to DIRECTV that have been solicited by another
                  agent, or for which Company has paid, has agreed to pay, or
                  will pay another person or entity any fees, commission or
                  other compensation (other than any compensation to its
                  employees) without the prior written consent of DIRECTV, which
                  consent may be withheld in DIRECTV's sole discretion. Any
                  breach of this Section shall be deemed a material breach of
                  this Agreement.

D.       FEES.

         (1)      Subject to the limitations and restrictions set forth in this
                  Agreement, DIRECTV will pay Company a continuing service fee
                  (the "Continuing Service Fee") as set forth in the Fee
                  Schedule set forth in EXHIBIT B incorporated herein,
                  representing a percentage of all DIRECTV Programming Packages
                  revenue (excluding any Taxes, applicable fees and revenue
                  received in connection with pay-per-view or other
                  non-subscription programming) received by DIRECTV from each
                  Qualifying Subscriber (the "Net Revenues"), commencing on the
                  date of activation of such Qualifying Subscriber until the
                  earlier of (a) the termination or expiration of this Agreement
                  for any reason or (b) the termination, deactivation or
                  discontinuation of such Qualifying Subscriber's DIRECTV
                  Programming Package for any reason. In addition, an activation
                  fee will be paid to Company at the time of activation of
                  service for a Qualifying Subscriber ("Activation Fee") based
                  on the requirements and guidelines as set forth in EXHIBIT B.
                  Such Activation Fees are subject to chargebacks under certain
                  circumstances as specified in EXHIBIT B. "Qualifying
                  Subscriber" shall mean a Residential Household located within
                  the Territory from which Company solicits and takes the
                  initial order for a DIRECTV Programming Package pursuant to
                  the terms of this Agreement and which order is transmitted to
                  DIRECTV in accordance with the terms of this Agreement and
                  approved by DIRECTV in its sole discretion.

         (2)      All Fees for orders of DIRECTV Programming Packages will be
                  paid within "*" days after the accounting month, as such
                  accounting month is determined by DIRECTV (the "Accounting
                  Month"), in which DIRECTV receives payment for such DIRECTV
                  Programming Package.

         (3)      Company understands that DIRECTV will pay Fees as set forth
                  herein for DIRECTV Programming Packages sold by Company to
                  Residential Households in areas in the Territory which have
                  not been purchased by the National Rural Telecommunications
                  Cooperative ("NRTC"). DIRECTV will pay Fees for DIRECTV
                  Programming Packages sold by Company to Residential Households
                  in areas in the Territory which have been purchased by the
                  NRTC only in the amount and for the period of time that NRTC
                  reimburses DIRECTV for such Fee payments. Attached as EXHIBIT
                  C is a map indicating the areas in the Territory purchased by
                  the NRTC. As those NRTC territories which have agreed to
                  reimburse DIRECTV become known to DIRECTV, DIRECTV shall
                  provide Company with a list of such territories. Upon
                  execution of this Agreement, DIRECTV agrees to provide Company
                  with a complete list of NRTC zip codes in an electronic
                  format.

         (4)      Company shall not earn, and DIRECTV shall not pay, any Fees or
                  other amounts for any order of a DIRECTV Programming Package
                  that is not accurately, completely and properly transmitted to
                  DIRECTV by Company promptly pursuant to the terms set forth in
                  this Agreement and those Policies and Procedures described
                  herein below. Notwithstanding anything to the contrary
                  contained herein, "***"

E.       DSS SYSTEM SUBSIDY.

         (1)      For each Qualifying Subscriber who initially activates a
                  minimum of DIRECTV Select Choice programming package during
                  the term of this Agreement, DIRECTV will provide a subsidy
                  payment to Company equal to "***". Company shall be solely
                  responsible and liable for any difference between the price of
                  the DSS System purchased by Company and the Subsidy provided
                  by

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                  DIRECTV. As a way of example, if the Subsidy provided by
                  DIRECTV hereunder is "*" and the price of the DSS System
                  purchased by Company is "*", Company shall be solely
                  responsible for the "*" in the difference between the two
                  amounts.

         (2)      Company hereby agrees and acknowledges that, in order to
                  receive the Subsidy as set forth herein, Company must provide
                  such DSS System to the Qualifying Subscribers through a rent,
                  lease, rent-to-own or lease-to-own model, which rent, lease,
                  rent-to own or lease -to-own model/arrangement must be in
                  compliance with any and all applicable federal, state and
                  local laws, statutes, codes, rules, regulations, ordinances or
                  otherwise.

         (3)      Company hereby represents and warrants that each DSS System
                  subsidized hereunder will generate, during the term of this
                  Agreement, gross revenues of "*" or more, in DIRECTV
                  Programming purchases (including pay-per-view movies and
                  events and sports programming subscriptions) on an aggregate
                  basis (collectively, the "Gross Revenues"). Upon the
                  expiration or termination of this Agreement for any reason, if
                  the aggregate Gross Revenues from all Qualifying Subscribers
                  are less than "*" times the aggregate number of DSS System
                  provided to such Qualifying Subscribers (the "Aggregate
                  Minimum Gross Revenues"), Company shall pay DIRECTV the
                  difference between the Aggregate Minimum Gross Revenues and
                  the actual gross revenues generated from the Qualifying
                  Subscribers. As a way of example, if DIRECTV provides the
                  Subsidy for 300 DSS Systems, the Aggregate Minimum Gross
                  Revenues shall be (300 x "*"), or "*"; if the actual gross
                  revenues are less than "*", Company shall remit to DIRECTV the
                  difference between such revenues. DIRECTV will remit the DSS
                  System Subsidy to Company within "*" days of verification of
                  purchases of DSS Receivers by Company and subsequent
                  leasing/renting of such DSS System to Qualifying Subscribers.

         (4)      DIRECTV will not provide DSS Systems to Company except as
                  otherwise agreed by DIRECTV and Company. In the event that the
                  DSS System is provided in lieu of the Subsidy, Company must
                  request shipment of DSS Systems in increments of 25 DSS
                  Systems with a minimum request of 25 DSS Systems, otherwise
                  Company shall bear the cost of the shipping and other charges
                  related therewith. For purposes of this Agreement, a DSS
                  System provided hereunder shall be treated as an equivalent to
                  a DSS System Subsidy, wherever appropriate. DIRECTV shall
                  notify Company of any changes to the price/cost of the DSS
                  System for purposes of the Subsidy at least 30 days prior to
                  such change.

         (5)      Except as otherwise provided under this Section E, Company
                  shall be solely responsible and liable, and reimburse DIRECTV,
                  if necessary, for any and all costs, expenses, charges, fees
                  and taxes in connection with the Subsidies provided by DIRECTV
                  hereunder.

         (6)      The access card included in each DSS System requires recycling
                  by DIRECTV each time a DSS System is assigned from a
                  terminated or deactivated Qualifying Subscriber to a new
                  Qualifying Subscriber. Company shall be responsible and liable
                  to DIRECTV for any and all costs associated with the recycling
                  of the access card (which fee must be reasonable in relation
                  to the costs incurred by DIRECTV in connection with the
                  recycling process) upon such assignment.

         (7)      The reimbursement obligations of Company as set forth in
                  Section E shall survive the expiration or termination of this
                  Agreement.

F.       ADVERTISING.

         (1)      Company agrees to "***" market DIRECTV Programming Packages
                  and services and shall spend an average of "***" per
                  Qualifying Subscriber in connection with such advertising
                  efforts.

         (2)      DIRECTV agrees to assist Company in the marketing and
                  promotion of DIRECTV Programming Package through matching of
                  Company's actual advertising spending (the "Advertising Co-Op
                  Fund"). In order to receive the Advertising Co-Op Fund,
                  Company must obtain DIRECTV's prior approval for the
                  applicable advertising programs and the spending therefor (the
                  "Approved Programs"). For every dollar spent by Company in
                  connection with the Approved Programs of the

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                  DIRECTV Programming Packages in accordance with this
                  Agreement, DIRECTV will pay Company the Advertising Co-Op Fund
                  in an amount up to "***" per Qualifying Subscriber. Company
                  shall provide documentation as reasonably requested by DIRECTV
                  which verifies the advertising costs incurred by Company for
                  the Approved Programs. Company agrees that it will apply the
                  Advertising Co-Op Fund throughout the term of the Agreement
                  toward the advertising of the DIRECTV Programming Packages to
                  potential Qualifying Subscribers. DIRECTV will provide the
                  Advertising Co-Op Fund to Company within "***" days of
                  verification of Company's actual advertising spending in
                  accordance with this Section.

         (3)      "***"

G.       DISPLAY MATERIALS; MARKETING/MERCHANDISING AND ADVERTISING.

         (1)      PROMOTION AND ADVERTISING. Except as set forth in Section F
                  hereinabove, Company agrees to promote and advertise DIRECTV
                  and/or DSS products, at Company's sole cost and expense, using
                  traditional advertising and marketing means at Company's sole
                  discretion and after prior approval by DIRECTV with a targeted
                  market area that is in accordance with Company's standard
                  marketing practices. Company agrees to provide all such
                  promotion and advertising materials to DIRECTV for approval
                  prior to use by Company, and DIRECTV shall provide its
                  approval or denial of approval, as the case may be, within no
                  more than 10 business days from the date of receipt of such
                  materials.

         (2)      TELEMARKETING. Company may implement, subject to DIRECTV's
                  written approval, telemarketing operations designed to promote
                  DIRECTV Programming Packages in the Territory. Such
                  telemarketing operations shall be implemented in accordance
                  with a mutually agreeable plan. Company may engage in other
                  Approved Sales Methods promoting DIRECTV Programming Packages,
                  provided that DIRECTV shall have given its advance written
                  approval thereof (which approval may be granted or withheld in
                  DIRECTV's sole discretion at any time).

         (3)      LOGO/TRADEMARK/SERVICE NAME GUIDELINES. DIRECTV has provided
                  Company with a trademark and logo usage guidelines manual
                  attached hereto in EXHIBIT D (which manual may be amended by
                  DIRECTV from time to time) that specifies the proper use and
                  placement of the DIRECTV and DSS trademarks, service names and
                  logos. Company agrees to use DIRECTV and DSS trademarks,
                  service names and logos only in accordance with the provisions
                  of the guidelines manual. Company shall not use any logo,
                  trademark, service mark or name of any supplier of DIRECTV
                  (including, without limitation, entities providing programming
                  to DIRECTV) for any purpose not allowed by such supplier.

         (4)      RISK OF LOSS. Company shall be responsible for any loss of, or
                  damage to any photos, slides, artwork or other graphic or
                  written materials (collectively, "Materials") provided to
                  Company by DIRECTV pursuant to this Agreement (whether
                  prepared by DIRECTV or by a third party for DIRECTV) while in
                  Company's custody. Company shall pay DIRECTV for any loss of
                  or damage to Materials, including all costs for replacement or
                  re-creation of the Materials. Company's responsibility shall
                  commence when the Materials are received by Company and shall
                  terminate only when Company returns all Materials to DIRECTV
                  in accordance with this Agreement.

         (5)      NONCOMPLIANCE. Any material noncompliance by Company with the
                  provisions of this Section, including but not limited to,
                  failure to obtain DIRECTV's approval of promotional and
                  advertising materials prior to use by Company shall be a
                  material breach of this Agreement.

H.       OTHER COVENANTS AND REPRESENTATIONS.

         (1)      STANDARD OF CONDUCT. Company shall not engage in any activity
                  or business transaction which could be considered unethical,
                  or anticompetitive or damaging to DIRECTV's image or goodwill
                  or harmful to DIRECTV's business in any way. Company agrees
                  that it will comply with all applicable federal, state and
                  local laws, regulations and codes in the performance of this
                  Agreement and in all activities undertaken by Company pursuant
                  to or in furtherance of the goals of this Agreement,
                  including, without limitation, all federal and state laws
                  governing sales by direct sales methods, and any rules

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                  and regulations of any homeowners' associations governing
                  Residential Households Company may solicit. Company agrees to
                  indemnify DIRECTV for any loss or damage that may be sustained
                  by reason of Company's failure to comply with such federal,
                  state and local laws, regulations and codes.

         (2)      NO FINANCING OR COLLECTION OF FEES. Company shall not provide
                  financing for, or collect subscription fees or other money due
                  to DIRECTV from customers for, orders taken for DIRECTV
                  Program Packages; subscription fees for such orders shall be
                  billed directly to the customer by DIRECTV. If, in accidental
                  contravention of this Section, a subscriber purchasing a
                  DIRECTV Programming Package from Company pays Company for such
                  DIRECTV services, Company shall promptly notify DIRECTV and
                  take such action (including collection from such subscriber
                  and payment to DIRECTV of the subscription price and any
                  applicable taxes or other governmental charges) as DIRECTV may
                  direct.

         (3)      "***"

         (4)      ACCOUNTING SUPPORT/RECORD MAINTENANCE. Each party shall
                  provide the other party with accounting support and all
                  information necessary to support subscriber requests and to
                  verify such party's compliance with the terms of this
                  Agreement. Each party shall maintain accurate records of all
                  matters that relate to such party's obligations under this
                  Agreement in accordance with generally accepted accounting
                  principles and practices uniformly and consistently applied in
                  a format that will permit audit. Each party shall retain such
                  records for a period of at least three (3) years from the date
                  of final payment. To the extent that the records may be
                  relevant in determining whether a party is complying with its
                  obligations hereunder, the other party and its authorized
                  representatives shall have access to the records for
                  inspection and audit at all reasonable times during normal
                  business hours.

         (5)      ACTIVATIONS/TRAINING. Company shall allow only Company's
                  full-time employees (and not any independent contractors,
                  sub-agents or other person or entity) to solicit, take or
                  transmit any orders for DIRECTV Programming Packages unless
                  Company obtains DIRECTV's prior written consent to use of such
                  other person or entity, which consent may be withheld in
                  DIRECTV's sole, reasonable discretion. DIRECTV will provide
                  training and training materials to Company's training
                  personnel, as reasonably necessary. Company will be
                  responsible for the subsequent training of Company's personnel
                  to the satisfaction of DIRECTV. Any failure to adequately
                  train Company's personnel within thirty (30) days after notice
                  thereof by DIRECTV shall be a material breach of this
                  Agreement.

         (6)      NO TYING. Company agrees that in no event shall any sale of a
                  DIRECTV Programming Package or any DSS System be conditioned
                  upon, tied to or otherwise bundled with the sale of any other
                  product or service, including, without limitation, any
                  extended warranty other than a manufacturer's warranty, other
                  than as approved by DIRECTV in writing.

         (7) TYPE OF ENTITY. Company hereby represents and warrants that:

                  (a)      Except as otherwise expressly set forth in this
                           Agreement, Company is engaged in an independent
                           business, and intends to and will perform its
                           obligations under this Agreement as an independent
                           contractor and not as an agent or employee of
                           DIRECTV; Company's personnel are agents, employees or
                           subcontractors of Company and are not employees or
                           agents of DIRECTV; Company has and hereby retains the
                           right to exercise full control of and supervision
                           over the employment, direction, compensation and
                           discharge of any and all of Company's personnel
                           assisting in the performance of such obligations;
                           Company will be solely responsible for all matters
                           relating to payment of Company's personnel, including
                           compliance with workers compensation, unemployment,
                           disability insurance, social security, withholding,
                           and all other federal, state and local laws, rules
                           and regulations governing such matters; and Company
                           will be responsible for its own acts and those of its
                           agents, employees and subcontractors during the
                           performance of its obligations under this Agreement;
                           and

                  (b)      This Agreement is intended to secure to DIRECTV
                           Company's assistance and cooperation and shall
                           operate to preclude Company from performing services
                           for others during the term of this Agreement that
                           could reasonably result in a conflict of interest
                           with the contractual

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                           relationship represented by this Agreement. Without
                           limiting any other provisions of this Agreement,
                           Company agrees that such a conflict of interest would
                           include, but not be limited to, Company or one of its
                           affiliates entering into a business relationship with
                           any other provider of a direct broadcast business. If
                           Company or one of its affiliates does undertake such
                           services, Company shall promptly so notify DIRECTV
                           and DIRECTV may, at its option, terminate this
                           Agreement, in addition to any other rights DIRECTV
                           may have under the terms of this Agreement.

                  (c)      Company has provided to DIRECTV a true and complete
                           list of all Company's existing retail locations and
                           shall promptly provide DIRECTV with any additions or
                           deletions to such list during the term of this
                           Agreement.

                  A breach of any provision in this Section shall be a material
                  breach of this Agreement.

I.       AUTOMATED ACCOUNT SET-UP SYSTEM.

         (1)      The parties will work together to identify opportunities and
                  potential viability for establishing an electronic
                  communications interfaces between Company and DIRECTV to allow
                  Company to perform automated account set-up and processing
                  from Company's location and which comply with the technical
                  parameters and/or standards specified by DIRECTV. Each of us
                  shall be responsible for implementing and bearing the costs
                  associated with our respective interfaces. Company shall pay
                  any telephone line costs associated with the electronic
                  communications interface link between Company and the
                  Electronic Data Interchange ("EDI") address (or other
                  applicable computer interface connection point) where DIRECTV
                  accesses the orders Company transmit to DIRECTV.

         (2)      Company hereby covenants that it will maintain and only use,
                  an electronic communications interface which complies with the
                  technical parameters and/or standards specified by DIRECTV;
                  provided, however, other methods for transmitting and
                  confirming orders (such as facsimile) may be used only when
                  the electronic communications interface is unavailable and
                  DIRECTV provides Company advance written notice that Company
                  may use such methods. Company agrees to pay those additional
                  costs incurred by DIRECTV that are directly related to the use
                  of such other method, if use of such other method is the
                  result of action or inaction by Company, or is associated with
                  a problem or deficiency in Company's equipment.

         (3)      After receiving an authorization request message from
                  Company's automated account set-up system, DIRECTV shall, upon
                  acceptance of such request, establish a pending account for
                  the subscriber, arrange for the necessary authorization
                  messages to the subscriber upon activation, and be responsible
                  for all billing/statement activities related to the
                  subscriber.

         (4)      If Company transmits to DIRECTV any orders for DIRECTV
                  Programming Packages through the communications interface of
                  another DIRECTV agent or representative, then all Fees paid by
                  DIRECTV for such order and any subsequent orders from such
                  customer will be paid to such other DIRECTV agent or
                  representative. The terms and conditions of any fees which
                  Company may receive for such orders shall be negotiated solely
                  between Company and such other DIRECTV agent or
                  representative. If at any time during the term of this
                  Agreement Company transmits all or substantially all orders
                  which Company takes for DIRECTV Programming Packages through
                  the communications interface of another DIRECTV agent or
                  representative, then DIRECTV may terminate this Agreement upon
                  "*" days' written notice to Company.

J.       TERMINATION.

         (1)      Either party may terminate this Agreement, effective
                  immediately upon "*" days written notice to the other party
                  following a material breach of this Agreement by the other
                  party, unless such material breach is cured within such
                  period. In addition, either party may terminate this
                  Agreement, upon written notice, if the other party becomes
                  insolvent or institutes or permits to be instituted against it
                  any proceedings seeking receivership, trusteeship, bankruptcy,
                  reorganization, assignment for the benefit of creditors, or
                  other proceedings under Title 11 of the United States Code or
                  as provided by

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                  any other insolvency law, state or federal. The termination of
                  this Agreement shall not affect DIRECTV's obligations to pay
                  Fees to Company earned and accrued for orders taken prior to
                  such termination pursuant to the provisions hereinabove. The
                  termination of this Agreement shall not affect either party's
                  obligations described in Sections M, N and P below.

         (2)      Company agrees that if this Agreement terminates for any 
                  reason, then Company shall:

                  (a)      immediately discontinue all sales of DIRECTV
                           Programming Packages, and immediately cease to
                           represent and/or imply to any person or entity that
                           Company is an authorized agent for DIRECTV services;

                  (b)      immediately discontinue all use of any trademark or
                           tradename associated in any way whatsoever with the
                           DIRECTV Programming Packages, including, without
                           limitation DIRECTV, DSS, all marks or names
                           associated with any programming included in the
                           DIRECTV Programming Packages or in any service or
                           product offered by DIRECTV and such other marks or
                           names which DIRECTV may from time to time notify
                           Company, and confusingly similar or conflicting
                           trademarks, service marks, trade names and all other
                           indicia of origin upon receipt of notice of such
                           designation (together, "Marks"), other than Marks
                           which Company has the independent right to use
                           without the consent of DIRECTV;

                  (c)      deliver to DIRECTV, or destroy, at DIRECTV's option
                           and cost (but not including cost of merchandise
                           delivered or destroyed), all tangible things of every
                           kind in Company's possession or control that bear any
                           of the Marks, other than Marks which Company has the
                           independent right to use without the consent of
                           DIRECTV; and

                  (d)      upon request by DIRECTV, certify in writing to
                           DIRECTV that such delivery or destruction has taken
                           place.

K.       POLICIES AND PROCEDURES. DIRECTV may, from time to time in its sole
         discretion, provide to Company those Policies and Procedures developed
         by DIRECTV for its commissioned sales agents, and Company agrees that
         it will follow and abide by the policies and procedures related to
         taking orders for and the promotion of DIRECTV Programming Packages as
         specified from time to time in such Policies and Procedures (subject to
         the provisions of this Section). DIRECTV may incorporate such Policies
         and Procedures as they apply to Company into this Agreement, by
         notifying Company at least thirty (30) days in advance of the date on
         which such Policies and Procedures are to become effective subject to,
         only in the case of an item which materially and adversely affects
         Company, Company's written consent (which shall not be unreasonably
         withheld). If Company fails to provide DIRECTV written notice of either
         such consent or refusal to give such consent within twenty (20) days
         after receiving such notice, Company shall be deemed to have consented.
         If Company provides a written notice reasonably withholding such
         consent, then DIRECTV may elect, in its sole discretion, either (i) to
         continue the relationship as subject to this Agreement without
         incorporating the proposed Policies and Procedures or (ii) to
         immediately terminate this Agreement with no further obligation to
         Company. Any material noncompliance by Company with those Policies and
         Procedures to which Company has consented (or to which Company is
         deemed to have consented), which Company does not cure to DIRECTV's
         satisfaction within thirty (30) days after DIRECTV provides Company a
         written notice of such material noncompliance, shall be a material
         default of this Agreement.

L.       INSURANCE. Any and all insurance and/or bonds that may be required
         under the laws, ordinances and regulations of any governmental
         authority with respect to Company's sale or solicitation of orders for
         DIRECTV Programming Packages including, but not limited to, workers'
         compensation insurance, are and shall be the sole responsibilities of
         Company. Without limiting in any way Company's indemnification
         obligations under this Agreement, Company shall maintain, at its
         expense, workers' compensation insurance as required by applicable laws
         or employer's liability insurance with limits of not less than
         $1,000,000 per occurrence and automobile liability insurance covering
         owned and non-owned automobiles with limits of not less than $1,000,000
         combined single limit per occurrence. Company shall also maintain
         commercial general liability insurance, including contractual liability
         and personal injury liability (with "employee" and "contractual"
         exclusions deleted) with limits of not less than $1,000,000 combined
         single limit per occurrence and excess liability insurance (umbrella
         form) with limits not less than $5,000,000 per occurrence, to provide

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         protection against claims and/or liabilities including, but not limited
         to, claims for bodily injury or property damage which may arise or
         result from this Agreement, whether the services are performed by
         Company or any of its subcontractors or by an agent and/or by anyone
         directly or indirectly employed by either Company or any such
         subcontractor or agent. Simultaneous with the execution of this
         Agreement, Company shall deposit with DIRECTV evidence of the required
         insurance protection in the form of certificates of insurance for the
         insurance coverage described above. The amounts shall not be less than
         the amounts specified above, or such other amounts as specified in
         advance in writing by DIRECTV's Insurance Office. These certificates
         must include DIRECTV as an additional named insured. All certificates
         shall provide that the insurer give thirty (30) days written notice to
         DIRECTV prior to the effective date of expiration, any material change
         or cancellation.

M.       INDEMNIFICATION. Each party shall indemnify the other, its affiliates
         and their respective employees, officers, and directors from and
         against any and all claims, damages, costs, expenses and other
         liabilities (including attorneys' fees and other costs of investigation
         and defense) caused by or arising out of, directly or indirectly, a
         breach or alleged breach of the indemnifying party's representations,
         warranties, covenants or obligations under this Agreement. DIRECTV's
         obligation to indemnify Company with respect to the content of any
         programming (including without limitation claims relating to trademark,
         copyright, music, music performance and other proprietary interests) is
         expressly limited to the extent of any applicable pass-through
         indemnification provided to DIRECTV pursuant to its then-existing
         agreements with the providers of such programming. COMPANY EXPRESSLY
         WAIVES ANY RIGHT TO INDEMNIFICATION ARISING OUT OF THE CONSTRUCTION,
         USE AND/OR OPERATION OF DIRECTV'S SATELLITE(S) AND RELATED SYSTEMS.
         COMPANY FURTHER AGREES TO INDEMNIFY AND HOLD HARMLESS DIRECTV, ITS
         AFFILIATES AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND
         EMPLOYEES, AND THEIR RESPECTIVE SUCCESSORS, LEGAL REPRESENTATIVES,
         HEIRS AND ASSIGNS, FROM ANY AND ALL CLAIMS OF ANY OF COMPANY'S
         EMPLOYEES OR AGENTS FOR COMPENSATION AND/OR DAMAGES ARISING OUT OF THE
         TERMINATION OR NON-RENEWAL OF THIS AGREEMENT OR OF COMPANY'S ABILITY TO
         TAKE ORDERS FOR DIRECTV PROGRAMMING PACKAGES.

N.       LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY
         CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE
         FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY
         OR ANY THIRD PARTY, WHETHER FORSEEABLE OR NOT AND REGARDLESS OF THE
         FORM, LEGAL THEORY OR BASIS OF RECOVERY OF ANY SUCH CLAIM.

O.       ARBITRATION. Any controversy, claim dispute or disagreement arising out
         of, or relating to, this Agreement or any breach or alleged breach
         thereof which cannot be settled amicably by the parties shall be
         resolved according to binding arbitration conducted in Los Angeles,
         California in accordance with the Commercial Arbitration Rules of the
         American Arbitration Association then in effect (the "Rules");
         provided, however, that the parties may seek injunctive relief in any
         court of competent jurisdiction. Arbitration shall be by a single
         arbitrator chosen by the parties, provided that, if the parties fail to
         agree and to appoint a single arbitrator within thirty (30) calendar
         days from the date a party has made a demand for arbitration, then the
         arbitrator shall be chosen in accordance with the Rules. The decision
         of the arbitrator shall be final and binding on the parties and any
         award of the arbitrator may be entered in any court of competent
         jurisdiction. Notwithstanding the foregoing, the arbitrator shall not
         be authorized to award punitive damages with respect to any such
         controversy, claim or dispute, nor shall any party seek punitive
         damages relating to any matter arising out of, or relating to, this
         Agreement in any other forum. The cost of any arbitration hereunder,
         including the cost of the record or transcripts thereof, if any,
         administrative fees, attorneys' fees and all other fees involved, shall
         be paid by the party determined by the arbitrator to not be the
         prevailing party, or otherwise allocated in an equitable manner as
         determined by the arbitrator.

P.       CONFIDENTIALITY. The parties agree that they and their employees have
         maintained and will maintain, in confidence, the terms and provisions
         of this Agreement as well as all data, summaries, reports or
         information of all kinds ("Confidential Information"), whether oral
         (only if the disclosing party requests in writing, at any time before
         any disclosure by the other party, that such oral information be deemed
         Confidential Information) or written, acquired or devised or developed
         in any manner from the other party's personnel or files or from
         performance of Company's obligations hereunder, including, but not
         limited to, customer lists and information

                                        8

<PAGE>   9



         concerning customer identification, location, order and billing
         information ("Customer Information"). The parties further agree that
         they have not and will not reveal Confidential Information (including
         Customer Information) to any third party except: (i) at the written
         direction of the other party; (ii) to the extent necessary to comply
         with the law or the valid order of a court of competent jurisdiction or
         governmental agency, in which event the disclosing party shall so
         notify the other party as promptly as practicable (and, if possible,
         prior to making any disclosure) and shall seek confidential treatment
         of such information, or in connection with any arbitration proceeding;
         (iii) as part of its normal reporting or review procedure to its parent
         company, its auditors and its attorneys, and such parent company,
         auditors and attorneys agree to be bound by the provisions of this
         Section; (iv) in order to enforce any of its rights pursuant to this
         Agreement; (v) to potential investors, insurers, financing entities
         and, in the case of DIRECTV, to any entity engaged in its DBS business;
         provided, however, that such person described above agrees to be bound
         by the provisions of this Section; or (vi) if at the time of disclosure
         the Confidential Information is in the public domain through no fault
         of the disclosing party. All Confidential Information, including
         Customer Information and customer lists, is and shall remain the
         property of DIRECTV. Either or both parties intend to issue independent
         press releases upon execution of this Agreement. During the term of
         this Agreement, each party agrees to provide the other party with a
         draft of any proposed press release relating to this Agreement or the
         transaction contemplated hereby before distribution to the public for
         comments thereon. The parties agree to endeavor in good faith to
         promptly provide comments to the other party's press release(s).
         Neither party shall issue a press release without the prior written
         consent of the other party, which consent shall not be unreasonably
         withheld.

Q.       FORCE MAJEURE. Notwithstanding any other provision in this Agreement,
         neither Company nor DIRECTV shall have any liability to the other or
         any other person or entity with respect to any failure of Company or
         DIRECTV to perform its obligations under the terms of this Agreement if
         such failure is due to a Force Majeure. "Force Majeure" shall mean any
         labor dispute; fire; flood; riot; legal enactment; government
         regulation; Act of God; any problem associated with the construction,
         use and/or operation of DIRECTV's satellite(s) or related systems; any
         problem associated with any scrambling/descrambling equipment or any
         other equipment owned or maintained by others; or any cause beyond the
         reasonable control of both parties.

R.       RIGHTS OF TRANSFER. Neither party shall transfer any of its rights or
         obligations under this Agreement, except that either party may transfer
         this Agreement in whole to a successor of all or substantially all of
         its assets upon written notice to the other party, and DIRECTV may
         transfer some or all of its rights and obligations under this Agreement
         in connection with a public offering. Subject to the foregoing, this
         Agreement shall be binding on and shall inure to the benefit of the
         permitted successors and assigns of the parties.

S.       NO PARTNERSHIP OR EMPLOYEE RELATIONSHIP; NO THIRD PARTY BENEFICIARIES.
         It is understood and agreed that Company is an independent contractor
         which takes orders for DIRECTV Programming Packages as a commissioned
         sales agent. It is further understood and agreed that Company is not a
         partner or employee of DIRECTV for any purpose whatsoever and Company
         has no right or authority to make any representation, promise or
         agreement on behalf of DIRECTV except for such representations,
         promises or agreements which DIRECTV shall specifically authorize
         Company, in writing, to make. Any such inconsistent or additional
         warranty or representation made by Company shall constitute a breach
         of, and serve as grounds for, termination of this Agreement. The
         provisions of this Agreement are for the benefit only of the parties
         hereto, and no third party may seek to enforce, or benefit from, these
         provisions.

T.       NO FRANCHISE. Company acknowledges that DIRECTV has not required
         Company to pay any franchise fee or other payment as a condition of
         this Agreement. Company represents and warrants to DIRECTV that Company
         does not and shall not claim to be a franchisee of DIRECTV, either in
         relation to this Agreement, or for any purpose, or under any statute,
         law, rule or regulation.

U.       REVIEW OF AGREEMENT BY COUNSEL; INTERPRETATION. By executing this
         Agreement, each of the parties hereto is warranting and representing to
         the other that it has had the opportunity to review this Agreement with
         independent legal, financial, and tax counsel with respect to the
         effect of each of the terms and conditions contained herein and has
         either reviewed this Agreement with such counsel or has independently
         elected not to proceed with such a review. Each of the parties further
         warrants and covenants that it is satisfied with the results of such
         consultation or opportunity to review and is signing this Agreement as
         its free act and deed and not under any force or coercion. Each party
         acknowledges and agrees that any rule of law, including but not limited
         to Section 1654 of the California Civil Code, or any legal decision
         that would require interpretation

                                        9

<PAGE>   10



         of any claimed ambiguities in this Agreement against the party that
         drafted it, has no application and any such right is expressly waived.
         The provisions of this Agreement shall be interpreted in a reasonable
         manner to effect the intent of the parties.

V.       GENERAL PROVISIONS.

         (1)      POWER AND AUTHORITY; NO BREACH. Each party represents and
                  warrants that it has full power and authority to enter into
                  this Agreement and to perform its obligations hereunder and
                  that its execution of this Agreement and performance of its
                  obligations hereunder does not and will not violate any
                  governmental statute, law, rule regulation, ordinance, code,
                  directive or order, or result in a breach of or default under
                  the terms of any contract or agreement by which it is bound.

         (2)      TAXES. Any taxes asserted against Company and/or DIRECTV by
                  any local, state, national or international entity, as a
                  result of or arising under Company's and/or DIRECTV's
                  performance of its obligations under this Agreement shall be
                  the responsibility of the parties as follows: (a) Company
                  shall be responsible for any property, employee, service,
                  franchise, customs, import/export duties, excise and any other
                  related taxes or levies arising out of and/or related to
                  Company's performance hereunder; and (b) each party shall be
                  responsible for any taxes related to its income hereunder.

         (3)      NOTICES. All notices and other communications from either
                  party to the other hereunder shall be in writing and shall be
                  deemed received upon actual receipt when personally delivered,
                  upon acknowledgment of receipt if sent by facsimile, or upon
                  the expiration of the third business day after being deposited
                  in the United States mails, postage prepaid, certified or
                  registered mail, addressed to the other party at a location
                  specified in writing by such party.

         (4)      SEVERABILITY. Nothing contained in this Agreement shall be
                  construed to require commission of any act contrary to law,
                  and wherever there is any conflict between any provision of
                  this Agreement and any law, such law shall prevail; provided,
                  however, that in such event, the affected provisions of this
                  Agreement shall be modified to the minimum extent necessary to
                  permit compliance with such law and all other provisions shall
                  continue in full force and effect.

         (5)      AUDIT RIGHTS. Each party shall have the right, upon reasonable
                  notice and at its sole cost and expense (unless a discrepancy
                  of 5% or greater is revealed, in which case the audited party
                  shall reimburse the auditing party for the auditing party's
                  reasonable out-of-pocket costs and expenses) to audit the
                  other party's books and records relating to the performance of
                  this Agreement and shall have reasonable access to such
                  party's personnel as necessary to efficiently conduct such
                  audit. Each party shall conduct any such audit at the other
                  party's place of business during reasonable business hours and
                  without unreasonable disruption to such party's business.

         (6)      GOVERNING LAW. This Agreement set forth in this letter shall
                  be interpreted and enforced in accordance with the laws of the
                  State of California, applicable to contracts made and to be
                  performed entirely within the State of California by residents
                  of the State of California (except for its conflict of laws
                  principles).

         (8)      ENTIRE AGREEMENT. This Agreement constitutes the entire
                  agreement between the parties, and supersedes all previous
                  understandings, commitments or representations concerning the
                  subject matter. Each party acknowledges that the other party
                  has not made any representations other than those that are
                  contained herein. This Agreement may not be amended or
                  modified, and none of its provisions may be waived, except by
                  a writing signed by an authorized officer of the party against
                  whom the amendment, modification or waiver is sought to be
                  enforced.





                                       10

<PAGE>   11






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

<TABLE>
<CAPTION>


Heartland Wireless Communications, Inc.        DIRECTV, Inc.


<S>                                            <C>
By: /s/ C. D. McHenry                          By: /s/ Michael R. Meltzer
   --------------------------------------         --------------------------
Name:Carroll D. McHenry                        Name: Michael R. Meltzer
     ------------------------------------           ------------------------
Title:Chairman & CEO                           Title:Vice President,  Multi-Unit Sales
      -----------------------------------            ---------------------------------
</TABLE>



                                       11

<PAGE>   12
                                   EXHIBIT A
                          DIRECTV PROGRAMMING PACKAGES
                               [ATTACHED HERETO]
<PAGE>   13
                                   EXHIBIT B
                                  FEE SCHEDULE
                               [ATTACHED HERETO]
<PAGE>   14
                                   EXHIBIT C
                                    NRTC MAP
                               [ATTACHED HERETO]
<PAGE>   15
                                   EXHIBIT D
                            DIRECTV LOGO GUIDELINES
                               [ATTACHED HERETO]