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                                                                    EXHIBIT 10.5


                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is made and entered into
as of the 8th day of April, 1998, between Heartland Wireless Communications,
Inc., a Delaware corporation ("Heartland"), and Marjean Henderson ("Executive").

         WHEREAS, Executive currently is the Senior Vice President, Chief
Financial Officer and Assistant Secretary 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 herself 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;



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                           (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);

                           (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 5 (Non-Competition), 6 (Confidentiality), or 7
(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 herself from any
portion of any meeting of the Board of Directors at which matters of, or
allegations of, Cause are discussed or deliberated, and she shall also abstain
from any vote thereon (or, if he should so vote, then her vote shall not be
considered for purposes of this Agreement) and, in all cases, her 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 


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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:


                           (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.


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         2.       Employment and Term.

                  (a)      Heartland hereby agrees to employ Executive as its 
Senior Vice President, Chief Financial Officer and Assistant Secretary, 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 expiring as of 11:59 p.m. on the second 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 she, as
applicable, does not wish to extend this Agreement.

                  (b)      Executive affirms and represents that she (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 Two
Hundred Thousand Dollars ($200,000), 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
her (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.



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                  (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.

                  (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 Senior Vice President, Chief Financial Officer and
Assistant Secretary, 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 Chief Executive Officer.

                  Executive hereby agrees faithfully and conscientiously to
serve Heartland, to devote her full professional time, skill, attention and
energy to the Business and ancillary affairs of Heartland and to perform her
duties hereunder competently, diligently, and to the best of her abilities.
During the Term, Executive shall render her professional services exclusively to
Heartland or its Subsidiaries during normal business hours to the services
required of her hereunder. The foregoing limitation shall not be construed as
prohibiting Executive from making personal investments in such form or manner as
shall not require her 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 Chief Executive Officer in one or more executive offices of any of
Heartland's Subsidiaries and Affiliates. Executive agrees that she 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 her 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
Chief Executive Officer shall from time to time reasonably prescribe.

         5.       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 she 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 her 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) 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; or

                           (iv) 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 5 only, the term "Heartland" shall include
Heartland and all Subsidiaries at the time the covenants in this Section 5 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 5(a) are applicable, Executive is not in
compliance with the terms of Subsection 5(a), Heartland shall be entitled to,
among other remedies, demand compliance by Executive with the terms of
Subsection 5(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 5(a) are reasonable and are no
broader than are necessary to maintain and to protect the legitimate business
interests of Heartland.

                  (d)      Separate Covenants. The parties hereto intend that 
the covenants contained in Subsection 5(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 5(a) hereof. Furthermore, each of the covenants in Subsection 5(a)
hereof shall be deemed a separate and 



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independent covenant, each being enforceable irrespective of the enforceability
(with or without reformation) of the other covenants contained in Subsection
5(a) hereof.

         6.       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 6:

                           (i)  information already in the public domain;

                           (ii) information that Executive can demonstrate was
already in her 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 her 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 her control.

         7.       Intellectual Property. Executive shall disclose promptly to
Heartland any and all significant conceptions and ideas for innovations,
inventions, improvements and valuable discoveries, 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 her
interests in the Intellectual Property to Heartland or its nominee. Whenever
requested to do so by Heartland, Executive shall execute any 


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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.

         8.       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 her death.

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

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

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

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

                  (a)      Death. If Executive's employment shall be terminated
by reason of her 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 her estate as a death benefit, her Base
Salary to the date of her 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 her material executive duties and responsibilities hereunder as a result
of incapacity due to physical or mental illness, Executive shall continue to
receive her Base Salary and bonus payments, if any, until Executive's employment
is terminated pursuant to expiration of the Term, pursuant to Subsection 8(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 her Base Salary through the Date of
Termination at the rate in effect at the time 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) 





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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.

         10.      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
her death, the date of her death; (2) if Executive's employment is terminated
because of a Permanent Disability pursuant to Subsection 8(b), then thirty (30)
days after Notice of Termination is given (provided that Executive shall not
have returned to the performance of her 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 9(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.

         11.     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 




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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.

         12.     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.

         13.     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:

                 Marjean Henderson
                 9352 Stratford
                 Dallas, TX 75220-5083

                 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.

         14.     Injunctive Relief. Executive acknowledges and agrees that a 
remedy at law for any breach or threatened breach of the provisions of Sections
5, 6, and 7 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.

         15.     Arbitration. Subject to Section 14 above, any unresolved 
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration, 


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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.

         16.     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 16 shall preclude
Executive from designating a beneficiary to receive any benefit payable
hereunder upon his death or incapacity.

         17.     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 5, 6, or 7 hereof
is void or constitutes an unreasonable restriction against Executive, the
provisions of such Section 5, 6, or 7, as applicable, shall not be rendered void
but shall apply with respect to such reasonable restriction under the
circumstances.

         18.     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.

         19.     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.

         20.     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 




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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                            MARJEAN HENDERSON
COMMUNICATIONS, INC.,
a Delaware corporation


By:/s/ Carroll D. McHenry                     /s/ Marjean Henderson
   ----------------------------               ----------------------------------
Name: Carroll D. McHenry                      Signature
     --------------------------      
Title:Chairman, President & CEO
      -------------------------




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