OF

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                                                                 EXHIBIT 10.2


                       ARTICLES OF PARTNERSHIP COMMENDAM

                                       OF

                   MERETEL COMMUNICATIONS LIMITED PARTNERSHIP
                      A LOUISIANA PARTNERSHIP IN COMMENDAM
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                               TABLE OF CONTENTS
                         (Not a Part of this Agreement)



Section 1           Name; Place of Business; Agents for Service of
                    Process; Tax Identification Number  . . . . . . . . .  1

Section 2           Definition of Terms   . . . . . . . . . . . . . . . .  1

Section 3           Business and Purpose  . . . . . . . . . . . . . . . .  4

Section 4           Term  . . . . . . . . . . . . . . . . . . . . . . . .  4

Section 5           Contributions by and Capital Accounts of General
                    Partner   . . . . . . . . . . . . . . . . . . . . . .  4

Section 6           Contributions by and Capital Accounts of Limited
                    Partners; Deferred Capital Contributions by All
                    Partners  . . . . . . . . . . . . . . . . . . . . . .  5

Section 7           Status of Limited Partners  . . . . . . . . . . . . .  5

Section 8           Computation of Units  . . . . . . . . . . . . . . . .  5

Section 9           Compensation to General Partner and Managers  . . . .  6

Section 10          Apportionment and Allocation of Income, Loss,
                    Credits and Distributions   . . . . . . . . . . . . .  6

Section 11          Restrictions on Transfer of Units   . . . . . . . .   13

Section 12          Mandatory Sale of Units   . . . . . . . . . . . . .   14

Section 13          Books, Records, Accounting and Reports  . . . . . .   15

Section 14          Rights, Authority, Powers, Responsibilities and
                    Duties of General Partner   . . . . . . . . . . . .   16

Section 15          Restrictions, Rights, Powers and Voting Rights
                    of the Limited Partners   . . . . . . . . . . . . .   22

Section 16          Withdrawal, Expulsion, Bankruptcy or Dissolution
                    of the General Partner and Transfer of the General
                    Partner's Interest  . . . . . . . . . . . . . . . .   23





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Section 17          Certain Transactions  . . . . . . . . . . . . . . .   25

Section 18          Termination and Dissolution of the Partnership  . .   25

Section 19          Special Power of Attorney   . . . . . . . . . . . .   26

Section 20          Indemnification   . . . . . . . . . . . . . . . . .   28

Section 21          Miscellaneous   . . . . . . . . . . . . . . . . . .   28





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                      ARTICLES OF PARTNERSHIP IN COMMENDAM
                                       OF
                   MERETEL COMMUNICATIONS LIMITED PARTNERSHIP


         These Articles of Partnership in Commendam (the "Agreement") made and
entered into as of July 26, 1995, by and among WIRELESS MANAGEMENT CORPORATION,
a Louisiana corporation (the "General Partner"), as the general partner, and
EATELCORP, INC., a Louisiana corporation ("EATEL"), MERCURY CELLULAR TELEPHONE
COMPANY, a Louisiana corporation ("Mercury"), FORT BEND TELEPHONE COMPANY, a
Texas corporation ("Fort Bend"), and MERETEL WIRELESS, INC., a Louisiana
corporation ("Meretel"), (each, a "Limited Partner" and collectively, the
"Limited Partners"), as the limited partners, all of which do hereby form a
partnership in commendam (the "Partnership") pursuant to the provisions of
Articles 2839, et seq., of the Revised Civil Code of Louisiana, as amended, on
the following terms and conditions:

         Section 1.  NAME; PLACE OF BUSINESS; AGENTS FOR SERVICE OF PROCESS;
TAX IDENTIFICATION NUMBER.  The name of the Partnership is Meretel
Communications Limited Partnership and its principal place of business is One
Xxxxxxxxx Xxxxx, XX Xxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000, or such other
place or places in the State of Louisiana as the General Partner may hereafter
determine. Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, XX, are designated as
agents for service of process having the following addresses: Xxxxxx X.
Xxxxxxx, Xxx Xxxxxxxxx Xxxxx, XX Xxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000;
Xxxxxx X. Xxxxxxx, XX, 000 X. Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000-0000.  The
tax identification number of the Partnership has not yet been obtained.

         Section 2.  DEFINITIONS OF TERMS. The following terms used in this
Agreement shall (unless otherwise expressly provided herein or unless the
context otherwise requires) have the following respective meanings. The
singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, as the context requires. Unless otherwise
stated, all references to Sections shall refer to Sections of this Agreement.

                 "Affiliate" of an entity shall mean: (i) any officer, partner,
director or controlling shareholder of such entity; (ii) any person,
corporation, partnership, trust or other entity controlling, controlled by or
under common control with an entity or any person described in (i) above; (iii)
any officer, director, trustee or general partner of any person described in
(ii) above; and (iv) any person who is a member, other than as a limited
partner, with any person described in (i) and (ii) above in a relationship of a
joint venture, general partnership or similar form of unincorporated business
association. For purposes of this definition, the term "control" shall also
mean the control or ownership of 10% or more of the beneficial interest in the
person referred to.

                 "Agreement" shall mean these Articles of Partnership in
Commendam, as the same may be amended or restated from time to time. Words such
as "herein", "hereinafter",
   5
"hereof", "hereto", "hereby", and "hereunder", when used with reference to this
Agreement, refer to this Agreement as a whole, unless the context otherwise
requires.

                 "BTA" shall mean the basic trading area for a related License.

                 "Code" shall mean the Internal Revenue Code of 1986, as
amended, or corresponding provisions of subsequent revenue laws.

                 "D/E Status" shall mean a designated entity status under the
FCC Rules as a small business and a business owned by women.

                 "Deferred Capital Contribution" shall mean the deferred
capital contribution which each Partner is unconditionally obligated to pay to
the Partnership as set forth in this Agreement.

                 "Distribution" shall refer to any cash, tax credits (including
Investment Tax Credits), as adjusted, other property allocated to or
distributed to the Limited Partners and the General Partner arising from their
respective interests in the Partnership, but shall not include payments to the
General Partner or any Affiliates under the provisions of Section 9 of this
Agreement.

                 "FCC" shall mean the Federal Communications Commission, an
agency of the United States, or any successor agency.

                 "FCC Auction" shall mean the auction to be conducted by the
FCC, presently contemplated to commence in 1995, for the Licenses.

                 "FCC Rules" shall mean the rules established by the FCC for
qualification, bidding and award of the Licenses at the FCC Auction.

                 "General Partner" shall refer to Wireless Management
Corporation, a Louisiana corporation, or to any other person or entity which
succeeds it in such capacity, including any Successor General Partner.

                 "Gross Revenues" shall mean all revenues from investments by
the Partnership and from the operation of the System, prior to the incurrence
or payment of any expenses or costs, but shall not include revenues from sale,
financing, refinancing or other disposition of the System.

                 "Information Statement" shall mean the Confidential
Information Statement of the Partnership dated July 25, 1995.

                 "Investment Tax Credits" or "Credits" shall mean investment
tax credit as defined under Section 38 of the Code.





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                 "Licenses" shall mean the C band licenses for broadband
personal communications service in the related BTAs offered at the FCC Auction.

                 "Limited Partners" shall refer to EATEL, Mercury, Fort Bend
and Meretel and any other persons who are admitted to the Partnership as
Limited Partners, or additional or substituted Limited Partners, including the
Limited Partners, and, where applicable, shall include assignees of record.
Reference to a "Limited Partner" shall refer to any one of them but shall not
refer to the General Partner except to the extent that it owns an interest in
the Partnership as a Limited Partner.

                 "Management Agreement" shall mean any agreement between the
Partnership and a Manager pursuant to which the Manager will perform certain
functions relating to the management of the Partnership.

                 "Management Fee" shall refer to the fee to be paid by the
Partnership to a Manager under the provisions of the related Management
Agreement.

                 "Manager" shall mean any person, firm or entity which is a
party to a Management Agreement, including without limitation the General
Partner and Affiliates of the General Partner.

                 "Net Income" or "Net Loss" shall mean the taxable income (plus
any income of the Partnership which is exempt from federal income tax) or
taxable loss (including any expenditures of the Partnership which are not
deductible in computing its taxable income and not properly changeable to
capital account) of the Partnership.

                 "Partners" shall mean the Limited Partners and the General
Partner.

                 "Partnership" shall refer to the partnership in commendam
created under this Agreement.

                 "Successor General Partner" shall mean an individual or entity
chosen by EATEL, Mercury and Fort Bend to purchase the interest formerly held
by the General Partner pursuant to Section 16.5 and to become the General
Partner.

                 "System" shall refer to the personal communications service
system serving the BTAs for which the Partnership obtains Licenses pursuant to
the FCC Auction.

                 "Unit" means an ownership interest of a Partner in the
Partnership entitling the holder thereof to an interest in the Net Income, Net
Loss, Credits and Distributions of the Partnership pursuant to Section 10,
adjusted for adjustments in the capital accounts of the Partners with respect
to Distributions on dissolution of the Partnership; and each Unit shall
represent a capital contribution (initial or deferred) in the Partnership by a
Partner equal to $1,000.00.





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         Section 3.       BUSINESS AND PURPOSE.

                 3.1      The business and purpose of the Partnership is to bid
at the FCC Auction on the Licenses for the BTAs as set forth in the Information
Statement and, if the successful bidder for all or such portion of such BTAs as
the General Partner deems appropriate, to acquire the Licenses for such BTAs
and develop and operate the System, to engage in other related activities in
and around the geographic areas of the System and to conduct such other
businesses which are incidental or necessary to the foregoing.

                 3.2      The Partnership, acting and appearing by and through
the General Partner, is authorized and empowered to negotiate with any
potential lender or lenders and lessor or lessors to the Partnership (or to any
other partnership of which the Partnership is a general partner) and to enter
into agreements on behalf of itself (or on behalf of any such other
partnership) for loans, other financings and leases on such terms and
conditions as the General Partner in its sole discretion may deem fit and
proper and to execute, pledge and deliver to such lender or lenders and lessor
or lessors promissory notes, loan agreements and leases evidencing such
indebtedness and other obligations incurred or to be incurred from time to time
by the Partnership (or by any such other partnership), and to mortgage, assign,
grant security interests and pledge as security for any such indebtedness and
other obligations all of the real and personal, immovable and movable, tangible
and intangible, and corporeal and incorporeal property of every character and
wherever situated, now owned or hereafter acquired by the Partnership (or by
any such other partnership), as security for the payment of such indebtedness
and other obligations and promissory notes or notes, loan agreements and leases
and to execute and deliver from time to time to such lender or lenders and
lessor and lessors in connection therewith such loan agreements, mortgages,
pledges, assignments, leases, security agreements, other security instruments
and certificates, agreements and other instruments containing all such terms
and conditions as the General Partner in its sole discretion may deem fit and
proper, including without limitation, provision for a confession of judgment,
rights to executory process and other usual Louisiana security clauses, and to
take all such other and further action and do such things, and make or deliver
such instruments or documents, as the General Partner may deem necessary or
desirable in order to accomplish the transaction contemplated by said
agreements for loans or leases, by or on behalf of the General Partner, the
execution thereof or taking of or doing the same to be deemed conclusive
evidence of such determination and of approval thereof by the Partnership (or
by any such other partnership).

         Section 4.       TERM. The term of the Partnership shall continue
until the 31st day of December, 2015, unless earlier terminated in accordance
with the provisions of this Agreement.


         Section 5.       CONTRIBUTIONS BY AND CAPITAL ACCOUNTS OF GENERAL
PARTNER.

                 5.1      Wireless Management Corporation, as the General
Partner, has initially contributed to the Partnership the amount of $8,000.00.





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                 5.2      A separate capital account shall be maintained for
the General Partner pursuant to Section 10 hereof.

                 5.3      In the event that, immediately prior to the
dissolution of the Partnership referred to in Section 18, the General Partner
shall have a deficiency in its capital account as determined in accordance with
tax accounting principles, then the General Partner shall contribute in cash to
the capital of the Partnership an amount equal to the lesser of (a) the
deficiency in the General Partner's capital account or (b) the excess of 2% of
the capital contributions of the Limited Partners over the capital previously
contributed by the General Partner.

         Section 6.       CONTRIBUTIONS BY AND CAPITAL ACCOUNTS OF LIMITED
PARTNERS: DEFERRED CAPITAL CONTRIBUTIONS BY ALL PARTNERS.


                 6.1      Each Limited partner has initially contributed the
sum set opposite its name below.



                                                   Initial Capital
         Limited Partner                           Contribution
         ---------------                           ---------------
                                                
         EATEL                                     $ 97,333 .00
         Mercury                                   $ 97,334 .00
         Fort Bend                                 $ 97,333 .00
         Meretel                                   $100,000 .00
                                                   ------------
               Total                               $392,000 .00


                 6.2      A separate capital account shall be maintained for
each Limited Partner, pursuant to Section 10 hereof.

                 6.3      Partners shall not be obligated to make any Deferred
Capital Contributions except to the extent as may be provided in a written
amendment to this Agreement executed by all Partners.

         Section 7.       STATUS OF LIMITED PARTNERS.  The Limited Partners
shall not, unless otherwise agreed by them, be bound by, or be personally
liable for, the expenses, liabilities or obligations of the Partnership.

         Section 8.       COMPUTATION OF UNITS. The total number of Units
outstanding on any date shall equal the dollar amount of total capital
contributions (initial and deferred) made by the Partners on or prior to such
date divided by $1,000.00. Deferred Capital Contributions paid on or prior to
such date shall be included for purposes of computing the number of Units;
unpaid Deferred Capital Contributions shall not be included for such purposes.
The total number of





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Units attributable to a Partner on any date shall equal the total capital
contributions (initial and deferred) made by such Partner on or prior to such
date divided by $1,000.00.

         Section 9.       COMPENSATION TO GENERAL PARTNER AND MANAGERS.

                 9.1      The General Partner.  The General Partner shall
receive no special compensation for its services as General Partner, but shall
be entitled to reimbursement from the Partnership for its expenses incurred on
behalf of the Partnership, including without limitation its expenses incurred
in the formation of the Partnership, and shall be entitled to share in
Partnership Net Income, Net Loss, Distributions and Credits as provided in
Section 10 of this Agreement.

                 9.2      Managers.

                          9.2.1 Management Fee. Each Manager shall be entitled
to receive the Management Fee from the Partnership as set forth in the
Management Agreement to which it is a party.

         Section 10.      APPORTIONMENT AND ALLOCATION OF INCOME,  LOSS,
CREDITS AND DISTRIBUTIONS.

                 10.1     Apportionment of Net Income. Net Loss, Credits and
Distributions. Except as provided in Section 10.2, that portion of Net Income,
Net Loss and Distributions of the Partnership allocated to the Limited Partners
as a group shall be apportioned among the Limited Partners in the ratio in
which the number of Units owned by each of them on the first day of each
calendar month bears to the total number of Units owned by all of them as of
that date, without regard to capital accounts (except with respect to
Distributions on dissolution of the Partnership) or the number of days during
such month in which a person was a Limited Partner. Notwithstanding the
foregoing, the General Partner may, in its discretion, apportion such items
more frequently than monthly. In the case of a proposed assignment of Units,
the assignment shall be effective, and the assignee shall be deemed to be the
owner of such Units, from and after the "effective date" of the assignment of
such Units as defined in Section 11.2, with the assignee being entitled to
allocations of Net Income and Net Loss and Distributions only with respect to
the period commencing with the effective date of the assignment.

                          That portion of the basis of property eligible for
Investment Tax Credits allocated to Limited Partners shall be apportioned among
the Limited Partners in the ratio in which the number of Units owned by each of
them on the date such property is placed in service by the Partnership bears to
the total number of Units owned by all Limited Partners as of that date,
without regard to capital accounts or the number of days during which a person
was a Limited Partner.


                 10.2     Allocations Causing Negative Capital Accounts.
Notwithstanding Section 10.1, if the capital accounts of all Limited Partners
are not equal on a per Unit basis and if any





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allocation of Net Loss to a Limited Partner would reduce such Limited Partner's
capital account balance below zero or would increase the negative balance in
such Limited Partner's capital account at a time when another Limited Partner
has a positive capital account balance, to the extent such allocation would
cause the sum of the negative capital account balances of all Limited Partners
and the General Partner having negative capital accounts (determined after
taking into account all prior Distributions and all prior allocations of Net
Income, Net Loss and the basis of property qualifying for any Investment Tax
Credit) to exceed the Partnership's "minimum gain," as determined at the close
of the period in respect of which the Net Loss is to be allocated, such excess
shall instead be allocated pro rata to Limited Partners having positive capital
account balances in proportion to their respective positive capital account
balances until such capital account balances are reduced to zero; provided,
however, that in no event shall there be a reallocation of any item of income,
gain, loss or deduction allocated among the Limited Partners pursuant to this
Agreement for prior years.

                          Notwithstanding any other provision of this Section
10, if any allocation of Net Loss would cause the negative capital account
balances of all Partners having negative capital accounts (determined after
taking into account all distributions and all tax allocations theretofore made)
to exceed the Partnership's minimum gain determined at the close of the period
in respect of which such Net Loss is to be allocated, then to the extent that
any such allocation would cause the capital account balance of any Limited
Partner to be negative (or would increase the negative balance of a Limited
Partner's capital account) at a time when no other Limited Partner has a
positive capital account balance, such Net Loss shall instead be allocated to
the General Partner.

                          For purposes of determining a capital account balance
of a Partner under this Section 10.2, Distributions made prior to or
contemporaneous with any allocation of Net Income or Net Loss to a Partner
shall be reflected in such Partner's capital account prior to making such
allocation to such Partner.  The term "minimum gain" shall have the meaning
ascribed to such term under Treasury Regulations as proposed, reproposed or
adopted (as the case may be) under Code Section 704 (currently, the excess of
the outstanding principal balance of Partnership indebtedness over the adjusted
basis of the assets securing such indebtedness). For purposes of this Section
10.2, the capital account balance of each Partner shall be reduced for:

                                  (x)      allocations of Net Loss (or items
thereof) which, as of the end of each Partnership year, are reasonably expected
to be allocated to such Partner pursuant to Code Section 704(e)(2), Code
Section 706(d) and Treas. Reg. Section 1.751-1(b)(2)(ii), and

                                  (y)      Distributions that, as of the end of
such year, reasonably are expected to be made to such Partner to the extent
they exceed offsetting increases to such Partner's capital account that
reasonably are expected to occur during (or prior to) the Partnership taxable
years in which such Distributions reasonably are expected to be made.





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                          For purposes of deterring the amount of expected
Distributions and expected capital account increases described in (y) above: (A)
the rule set forth in Treas. Reg. Section 1.704-1(b)(2)(iii)(c) concerning the
presumed value of Partnership property shall apply, and (B) gross income or Net
Income allocated to a Partner pursuant to Section 10.5 hereof shall be taken
into account. For purposes of this Section 10.2 and Section 10.5, a Partner's
capital account shall be increased to the extent that such Partner is obligated
to fund deficits in such Partner's capital account upon liquidation of the
Partnership (or is treated as obligated to so restore such deficits pursuant to
Treas. Reg. Section 1.704-1(b)(2)(ii)(c)).

                 10.3     Reserved.

                 10.4     Other Allocations.  Net Income, Net Loss and the
basis of property qualifying for Investment Tax Credits shall be allocated in
the manner hereinafter provided.

                          Except as otherwise provided in Sections 11.4.1,
10.4.2 and 10.4.6, Net Income (other than Net Income arising from the
occurrence of a sale or disposition of all or substantially all of the
Partnership's property), Net Loss and Distributions shall be allocated to the
extent of and in proportion to the amounts to be distributed pursuant to
Section 10.7 hereof. Any expenditures of the Partnership which are neither
deductible nor properly chargeable to its capital account under Code Section
705(a)(2)(B), or which are treated as such expenditures under Treas. Reg.
Section 1.704-1(b)(2)(iv)(i), shall be allocated as follows: (a) to the extent
such expenditures represent selling commissions which constitute syndication
expenditures under Code Section 709 and which are paid by the Partnership, such
expenditures shall be allocated to the Units in respect of which such
commissions were paid, and (b) the balance of such expenditures shall be
allocated among the Limited Partners on a per Unit basis.

                 10.4.1   Allocation of Book Items.  In cases where Partnership
property is, under Treas. Reg. Section 1.704-1(b)(2)(iv), properly reflected in
the capital accounts of the Partners at a fair market value that differs from
the adjusted basis of such property (such difference is hereinafter referred to
as the "Book Disparity"), then depreciation, amortization and gain or loss as
computed for book purposes with respect to such property ("Book Depreciation,"
"Book Amortization," "Book Gain," and "Book Loss," respectively) will be
greater or less than the depreciation, amortization or gain or loss as computed
for tax purposes.  The General Partner shall adopt, pursuant to Treas. Reg.
Section 1.704-1(b)(2)(iv)(g), a reasonable method of computing Book
Depreciation and Book Amortization.  Such Book Depreciation and Book
Amortization shall be allocated among the Partners and reflected in the
Partners' capital accounts under Section 10.14(c) hereof, in a manner so as to
eliminate to the extent possible, the Book Disparity.

                 10.4.2   Mandatory Allocations. Notwithstanding any other
provision of this Section 10, any allocation of Net Income, Net Loss or
depreciation for tax purposes which is required to be allocated among the
Partners to take into account the disparity between the fair market value of a
Partnership asset and its adjusted basis (e.g., allocations under Code





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   12
Section 704(c) for contributed property) shall be allocated among the Partners
in accordance with the requirements of the Code and the regulations promulgated
thereunder.

         10.5    Two Percent Interest of General Partner. In no event shall the
General Partner's interest in items of Partnership income, gain, loss,
deduction or credit be less than two percent of each such item at all time
during the existence of the Partnership. For this purpose, Units, if any, held
by the General Partner as a Limited Partner shall not be taken into account.

         10.6    Capital Account Deficiency and Qualified Income Offset. This
Section 10.5 shall apply only if at the close of any Partnership taxable year
(a) the aggregate negative capital account balances of all Partners having
negative capital account balances (whether caused by Distributions or by
allocations of Net Loss, Book Depreciation, Book Amortization, Book Loss or
items thereof) ("Negative Balances") exceeds (b) minimum gain, if any, as
defined in Section 10.2 (the excess of clause (a) over clause (b) hereinafter
is referred to as "Capital Account Deficiency").  Notwithstanding the
provisions of Sections 11.4.1 and 11.4.2 hereof, an amount of Net Income
arising from a sale or disposition of all or substantially all of the
Partnership's property equal to the Capital Account Deficiency shall first be
allocated to each Partner having a Negative Balance in the proportion in which
such Partner's Negative Balance bears to the aggregate Negative Balance of all
Partners ("Negative Balance Ratio"). In the event that the foregoing allocation
would be insufficient to eliminate the Capital Account Deficiency, an amount of
gross income (as defined in Section 61 of the Code) of the Partnership
necessary to eliminate the Capital Account Deficiency shall be allocated to
each Partner with a Negative Balance in proportion to such Partner's Negative
Balance Ratio.  Any allocation under this Section 10.6 shall, to the extent
possible, be made at a time no later than the time at which the Capital Account
Deficiency arises; provided, however, that in no event shall there be a
reallocation of any item of income, gain, loss, or deduction allocated among
the Partners for prior years pursuant to this Agreement.

                 10.6.1   Termination Rules. In connection with a sale or
disposition of all or substantially all of the Partnership's property, Net
Income shall be allocated as follows:

                          (a)     first, to Partners having negative capital
account balances in proportion to and to the extent of their respective
negative capital account balances;

                          (b)     then, 98% to the Limited Partners and 2% to
the General Partner until the capital account balance of each (determined after
making the allocation described in Section 10.5.1(a) but before distributing
the proceeds from such sale) shall equal an amount equal to the capital
contributions (initial and deferred) previously made by the Partners less
previous Distributions in payment of such capital contributions. In the event
the Net Income to be allocated to Limited Partners pursuant to this Section
10.6.1(b) shall be insufficient to bring the capital account balance of each to
whom such allocation is required to said balance, then such Net Income shall be
allocated first to Limited Partners having the smallest capital accounts per
Unit so as to equalize, to the extent possible, the capital accounts per Unit
of all Limited Partners.





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                 10.6.2   Income Characterization. Such portion of the Net
Income allocated pursuant to this Section 10.6 which is treated as ordinary
income attributable to the recapture of depreciation shall, to the extent
possible, be allocated among the Partners in the proportion which (i) the
amount of depreciation previously allocated to each Partner relating to the
property which is the subject of the sale or disposition bears to (ii) the
total of such depreciation allocated to all Partners.  This Section 10.6.2
shall not alter the amount of allocations among the Partners pursuant to
Section 11.4, but merely the character of gain so allocated. For purposes of
determining the amount of depreciation previously allocated to a Limited
Partner, the depreciation previously allocated to any prior owner of such
Limited Partner's Units shall be deemed to have been allocated to such Limited
Partner.

         10.7    Distributions of Cash. Cash from operations of the Partnership
and cash from a sale or disposition of all or substantially all of the
Partnership property, to the extent distributable hereunder, shall be
distributed as soon as is practicable to the Partners in proportion to the
Units attributable to each. Notwithstanding the foregoing, if any Partner
advances any funds or makes any other payment to or on behalf of the
Partnership, not required in this Agreement, to cover operating or capital
expenses of the Partnership which cannot be paid out of the Partnership's
operating revenues, any advance or payment shall be deemed a loan to the
Partnership by the Partner, bearing interest from the date the advance or
payment was made until the loan is repaid at the prime rate of First National
Bank of Commerce, New Orleans, Louisiana, plus one (1) percentage point per
annum, as determined on the date of such advance or payment; and all
distributions of cash shall first be distributed to the Partners making the
loans until the loans have been repaid, together with interest. If
distributions are insufficient to repay all loans as provided above, the funds
available shall first be applied to repay the oldest loan and, if any funds
remain available, the funds shall be applied in a similar manner to remaining
loans in accordance with the order of the dates on which they were made;
however, as to loans made on the same date, each loan shall be repaid pro rata
in the proportion that the loan bears to the total loans made on that date.

         10.8    Allocation and Apportionment of Recaptured Depreciation,
Amortization or Credit. That portion of (a) the Net Income allocated and
apportioned pursuant to Section 10.6.1 which is treated as ordinary income
attributable to the recapture of depreciation (including amortization), or (b)
Credits allocated pursuant to these Sections which are recaptured,
respectively, shall be allocated among the Partners in the proportion which (i)
the amount of depreciation (including amortization) or Credit, respectively,
previously allocated to each Partner (including transferor Partners) relating
to the System which is the subject of the sale or disposition bears to (ii) the
total of such depreciation (including amortization) or Credit, respectively,
allocated to all Partners.

         10.9    Reallocation of General Partner's Interest. The General
Partner has the right to allocate additional Net Income, Net Loss, Credits or
Distributions to any Limited Partner provided such amounts are only from the
General Partner's portion of any such allocations from the Partnership.





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         10.10   Limitations. The Partnership may be restricted from making
Distributions under the terms of leases, loan agreements, notes, mortgages or
other types of debt obligations which it may issue or assume in conjunction
with borrowed funds or leased property, and Distributions may also be
restricted or suspended in circumstances when the General Partner determines,
in its absolute discretion, that such action is in the best interest of the
Partnership. No Partner may receive a Distribution form the Partnership to the
extent that, after giving effect to the Distribution, all liabilities of the
Partnership, other than liabilities to Partners on account of their Partnership
interests, exceed the fair market value of the Partnership's assets.

         10.11   Consent to Methods.  The methods hereinabove set forth by
which Distributions and allocations of Net Income, Net Loss and Credits are
made and apportioned are hereby expressly consented to by each Partner as an
express condition to becoming a Partner.

         10.12   Distributions Subject to Expenses.  All Distributions are
subject to the payment of Partnership expenses and to the establishment of
reserves for working capital, maintenance, repair, operation, expansion, loan
amortization and interest payments, replacement of the System and for any other
reason the General Partner determines to be in the best interests of the
Partnership.

         10.13   Deductions of General Partner. To the extent that the
Partnership shall be entitled to any deduction for federal income tax purposes
as a result of any interest in Net Income, Net Loss and Distributions granted
to the General Partner, such deduction shall be allocated for Federal income
tax purposes to the General Partner.

         10.14   Capital Accounts. (a) A separate capital account shall be
maintained for each Partner. Each Partner's capital account shall be increased
by (1) the amount of money contributed by such Partner to the capital of the
Partnership (including the amount of any Partnership liabilities that are
assumed by such Partner, within the meaning of Treas. Reg. Section
1.704-1(b)(2)(iv)(c)); (2) such Partner's share of Partnership Net Income; and
(3) such Partner's share of the increase in the basis of the Partnership's
property, if any, arising out of the recapture of Investment Tax Credit. Each
Partner's capital account shall be decreased by (i) the amount of money
distributed to such Partner by the Partnership (including the amount of such
Partner's individual liabilities that are assumed by the Partnership, within
the meaning of Treas. Reg. Section 1.704-1(b)(2)(iv)(c); (ii) such Partner's
share of the decrease in basis of the Partnership's property under Code Section
50(c) (formerly Section 48(q)) arising from the allowance of Investment Tax
Credit; and (iv) such Partner's share of expenditures of the Partnership which
are neither deductible nor properly chargeable to capital accounts under Code
Section 705(a)(2)(B) or are treated as such expenditures under Treas. Reg.
Section 1.704-1(b)(2)(iv)(j).

                          (b) a Partner who has more than one interest in the
Partnership shall have a single capital account that reflects all such
interests, regardless of the class of interests owned by such Partner (e.g.,
general or limited) and regardless of the time or manner in which such
interests were acquired.





                                      -11-
   15
                          (c)     In the event that property (other than cash)
is contributed (or deemed contributed pursuant to the applicable provisions of
the Code) by a Partner to the Partnership, the computation of capital accounts,
as set forth in this Section 10.14, shall be adjusted as follows:

                                  (i)      the contributing Partner's capital
                 account shall be increased by the fair market value of the
                 property contributed to the Partnership by such Partner (net
                 of liabilities secured by such contributed property that the
                 Partnership is considered to assume or take subject to under
                 Code Section 752); and

                                  (ii)     as required by Treas. Reg. Sections
                 1.704-1(b)(2)(iv)(g) and 1.704-1(b)(4)(i), if any Partner's
                 capital account reflects a fair market value of property which
                 differs from such property's adjusted basis, each Partner's
                 capital account shall be adjusted to take account of the
                 amount of Book Gain, Book Loss (other than Book Loss
                 attributable to expenditures of the Partnership described in
                 Section 10.14(a)(iv)), Book Depreciation and Book Amortization
                 allocated to such Partner pursuant to Section 10.4.2 hereof
                 and shall not take into account the Net Income and Net Loss
                 allocated to such Partner pursuant to this Section 10.

                          (d)     In the event that property is distributed (or
deemed distributed pursuant to the applicable provisions of the Code) by the
Partnership to a Partner, the following special rules shall apply:

                                  (i)      the capital accounts of the Partner
                 first shall be adjusted (as provided in Treas. Reg. Section
                 1.704-1(b)(2)(iv)(e)) to reflect the manner in which the
                 unrealized income, gain, loss and deduction inherent in such
                 property (that has not already been reflected in the Partner's
                 capital account) would be allocated to such Partner if there
                 were a taxable disposition of such property for its fair
                 market value on the date of distribution; and


                                  (ii)     the capital account of the Partner
                 who is receiving the distribution of property from the
                 Partnership shall be charged with the fair market value of the
                 property at the time of distribution (net of liabilities
                 secured by such property that such Partner is considered to
                 assume or take subject to under Code Section 752).





                                      -12-
   16
                          (e)     The foregoing provisions are intended to
satisfy the capital account maintenance requirements of Treas. Reg. Section
1.704-1(b)(2)(iv) and such provisions shall be modified to the extent required
thereby or any successor provision thereto.

                 10.15    Reliance on Advice of Accountants and Attorneys. The
General Partner shall have no liability to the Limited Partners or the
Partnership if it relies upon the written opinion of tax counsel or accountants
retained by the Partnership with respect to all matters (including disputes)
relating to computations and determinations required to be made under this
Section 10 or other provisions of this Agreement.

         Section 11.      RESTRICTIONS ON TRANSFER OF UNITS.

                 11.1     A Limited Partner may not transfer his Units or any
part thereof except as permitted in this Agreement, and any act in violation of
this Section shall not be binding upon or recognized by the Partnership
regardless of whether the General Partner shall have knowledge thereof.

                 11.2     No transfer by a Limited Partner of all or part of
his Units shall be effective nor shall any proposed transferee of all or any
part of a Limited Partner's Units be entitled to receive Distributions from the
Partnership applicable to the Units acquired by reason of such transfer or be
admitted to the Partnership as a Limited Partner, unless:

                          11.2.1  the transferor has executed and delivered to
the General Partner an assignment in form satisfactory to the General Partner;

                          11.2.2  the written consent of the General Partner
and of the Limited Partners holding no less than 50.1% of the total Units
(excluding the Units proposed to be transferred for purposes of computing such
percentage) to such transfer has been obtained, which consent may be withheld
in the complete discretion of the General Partner;

                          11.2.3  the transferee executes and delivers to the
General Partner an undertaking of the transferee to be bound by all the terms
and provisions of this Agreement and such other instruments as may be required
by law, and where the transferee is to be admitted as a Limited Partner, a
counterpart of this Agreement;

                          11.2.4  the transferee executes and delivers to the
General Partner a confirmation that the proposed transferee is acquiring the
Units for his own account, for investment only, and not with a view toward the
resale or distribution thereof;

                          11.2.5  if requested by the General Partner, either
the transferor or transferee executes and delivers to the General Partner an
undertaking to pay all reasonable expenses incurred by the Partnership in
connection with the transfer, including, but not limited to, the cost of
preparing and filing such amendments to this Agreement as may be required by
law; and





                                      -13-
   17
                          11.2.6  if requested by the General Partner, an
opinion of counsel for the transferee satisfactory in form and substance to the
General Partner shall be delivered to the General Partner to the effect that
such Units may be sold or transferred in compliance with applicable state and
federal statutes.

                          A transferee shall be entitled to allocations and to
receive Distributions from the Partnership attributable to the Units acquired
from and after the effective date of the transfer of such Units to him;
provided, however, the Partnership and the General Partner shall be entitled to
treat the transferor of such Units as the absolute owner thereof in all
respects and shall incur no liability for allocations of Net Income, Net Loss,
Credits or Distributions or transmittal of reports and notices required to be
given to Limited Partners hereunder which are made in good faith to the
transferor until such time as all the foregoing conditions have been complied
with and the effective date of the transfer has passed. The "effective date" of
such transfer and the date on which a transferee shall be deemed a Limited
Partner shall be the first day of the first calendar month following completion
of the requirements set forth in this Section.

                 11.3     Notwithstanding the provisions of Section 11.2, any
Limited Partner may, without obtaining the General Partner's consent, transfer
all or any part of his Units by will or intestacy. In no event shall a transfer
by will or intestacy be deemed effective to entitle the transferee to be
admitted as a Limited Partner unless and until all the conditions of Section
11.2, other than Section 11.2.1, are complied with.

                 11.4     Notwithstanding any other provision of this
Agreement, no transfer of a Unit may be made in any 12-month period if such
transfer when added to all other transfers of Units which have already taken
place in such period would represent 49% or more of the total interest in the
Partnership capital and profits (as determined on the dates of the respective
transfers of interest).

                 11.5     Each Limited Partner hereby indemnifies the
Partnership and each Partner against any and all loss, damage or expense
(including, without limitation, tax liabilities or loss of tax benefits)
arising, directly or indirectly, as a result of any transfer or purported
transfer by such Limited Partner in violation of any provision contained in
this Section 11.

                 11.6     The Units have not, nor will be, registered under
federal or state securities laws. The Units may not be offered for sale, sold,
pledged, or otherwise transferred unless so registered, or unless an exemption
from registration exists. The availability of any exemption from registration
must be established by an opinion of counsel, whose opinion must be satisfactory
to the General Partner.

         Section 12.  MANDATORY SALE OF UNITS.  The Units of a Limited Partner
shall be deemed offered for sale to a person designated by the General Partner
upon the happening of any of the following events at a time when there remains
unpaid any portion of the Deferred Capital Contribution to be made by such
Limited Partner:





                                      -14-
   18
                          (i)     a petition in bankruptcy having been filed
                 against such Limited Partner and not discharged within 90 days
                 from the date of such filing; or

                          (ii)    a receiver having been appointed to manage
                 such Limited Partner's property; or

                          (iii)   a creditor of such Limited Partner having
                 attached his respective Unit, and such attachment not having
                 been discharged or vacated within 90 days from the date it
                 became effective.

                 The General Partner shall have 90 days after notification to
or actual knowledge by such General Partner of the occurrence of any of the
foregoing within which to designate such a purchaser and transmit written
notice thereof to such Limited Partner. If the General Partner does not make
such designation within 90 day, as aforesaid, the offer shall be deemed
withdrawn. The purchase price for such interest shall be its appraised value as
determined by an independent appraiser selected by the General Partner, and
paid for by the selling Limited Partner.

                 The purchaser shall tender to the selling Limited Partner the
purchase price, in cash, within ten days after such determination, except that
to the extent that there remains unpaid at the time of purchase any portion of
the Deferred Capital Contribution by the selling Limited Partner, the purchase
price shall first be applied to reduce or, if sufficient, to pay in full such
Deferred Capital Contribution, whether or not due and payable. Upon tender of
payment of the purchase price to the General Partner on behalf of the selling
Limited Partner, his Units shall be deemed transferred to the aforesaid
purchaser. The aforesaid purchaser shall be admitted as a Limited Partner upon
satisfaction of the conditions of Section 11.

         Section 13.      BOOKS, RECORDS, ACCOUNTING AND REPORTS.

                 13.1     The Partnership's books and records, this Agreement
and all amendments thereto, and any other records or instruments required by
applicable law shall be maintained at the principal office of the Partnership
in the State of Louisiana or such other place as the General Partner may
determine and shall be open to inspection and examination by the Partners or
their duly authorized representatives at all reasonable times. Upon written
request, a Partner, at his expense, will be provided with a copy of the most
recent listing of Partners' names, in alphabetical order, addresses, capital
contributions and Units attributable to each.

                          13.1.1  Each Partner is entitled to all information
under the circumstances and subject to the conditions stated in this Agreement.
The Partners agree, however, that the General or Limited Partners holding at
least 40% of the Units may determine, due to contractual obligations, business
concerns, or other considerations, that certain information regarding the
business, affairs, property, and financial condition of the Partnership





                                      -15-
   19
shall be kept confidential and not provided to some or all other Limited
Partners, and that it is not just or reasonable for those Partners or assignees
or representatives thereof to examine or copy that information.

                          13.1.2  The Partners acknowledge that they may
receive information regarding the Partnership in the nature of trade secrets or
that otherwise is confidential, the release of which may be damaging to the
Partnership or persons with which it does business. Each Partner shall hold in
strict confidence any information it receives regarding the Partnership that is
identified as being confidential (and if that information is provided in
writing, that is so marked) and may not disclose it to any person other than
another Partner, except for disclosures (1) compelled by law (but the Partner
must notify the General Partner, promptly of any request for that information,
before disclosing it, if practicable), (2) to advisers or representatives of
the Partner or assignees of the Partner, but only if they have agreed to be
bound by the provisions of this Section, or (3) of information that Partner
also has received from a source independent of the Partnership that the Partner
reasonably believes obtained that information without breach of any obligation
of confidentiality. The Partners acknowledge that breach of the provisions of
this Section may cause irreparable injury to the Partnership for which monetary
damages are inadequate, difficult to compute, or both.  Accordingly, the
Partners agree that the provisions of this Section may be enforced by specific
performance.

                 13.2     The General Partner shall have prepared and
distributed, at Partnership expense, monthly and annual financial statements.
The annual financial statements shall include a balance sheet, statement of
income or loss, partners' equity and changes in financial position) prepared in
accordance with generally accepted accounting principles on a basis
consistently applied (except as may be noted therein). For the purposes of the
Partnership's federal income tax returns, profits and losses shall be
determined in a manner consistent with the federal income tax accounting
methods employed by the Partnership as may be necessary to ensure that the
allocations of such profits and losses and corresponding items of income, gain,
loss, deduction and credit provided for in this Agreement are deemed to have
"substantial economic effect" as that term is used in Section 704(b)(2) of the
Code.

                 13.3     The General Partner shall have prepared at least
annually, at Partnership expense, Partnership information necessary in the
preparation of the Partners' federal income tax returns which shall be sent to
each Partner not later than 90 days after the close of each taxable year of the
Partnership.

                 13.4     The General Partner, at Partnership expense, shall
cause income tax returns for the Partnership to be prepared and timely filed
with the appropriate authorities.

         Section 14.      RIGHTS, AUTHORITY, POWERS. RESPONSIBILITIES AND
DUTIES OF GENERAL PARTNER.

                 14.1     The conduct of the Partnership's business shall be
controlled solely and exclusively by the General Partner in accordance with
this Agreement. The General Partner





                                      -16-
   20
shall have all authority, rights and powers conferred by law, and those
required or appropriate to the management of the Partnership business which, by
way of illustration but not by way of limitation, shall, subject only to the
provisions of Section 14.4, include the right, authority and power on behalf
of, and at the expense of, the Partnership:

                          14.1.1  to complete and file applications with the
FCC and to bid on the Licenses at the FCC Auction for the BTAs set forth in the
Information Statement;

                          14.1.2  to acquire, develop, hold, sell, leases and
dispose of the System, interests therein or appurtenances thereto, as well as
personal or mixed property connected therewith, including the purchase, lease,
development, improvement, maintenance, exchange, trade or sale of such System
at such price, rental or amount, for cash, securities (in compliance with
appropriate securities regulations) or other property and upon such terms as
the General Partner, in its sole discretion, deems to be in the best interests 
of the Partnership;

                          14.1.3  to borrow money, to enter into loan
agreements, to enter into leases and, if security is required therefor, to
mortgage or subject the System to any security device (including borrowings and
security devices that extend beyond the term of the Partnership), to obtain
replacements of any mortgage or other security device and to prepay, in whole or
in part, refinance, increase, modify, consolidate or extend any mortgage or
other security device, all of the foregoing on such terms and in such amounts
as the General Partner, in its sole discretion, deems to be in the best
interests of the Partnership;

                          14.1.4  to place record title to or the right to use
Partnership assets in the name or names of a nominee or nominees, trustee or
trustees for any purpose convenient or beneficial to the Partnership;

                          14.1.5  to acquire and enter into any contract of
insurance which the General Partner deems necessary or appropriate for the
protection of the Partnership and the General Partner, for the conservation of
Partnership assets or for any purpose convenient or beneficial to the
Partnership;

                          14.1.6  to employ or otherwise retain persons in the
operation and management of the business of the Partnership including, but not
limited to, Managers, on-site supervisory managing agents, insurance brokers,
personal communications service system brokers and loan brokers, on such terms
and for such compensation as the General Partner shall determine;

                          14.1.7  to prepare or cause to be prepared reports,
statements and other relevant information for distribution to Limited Partners;

                          14.1.8  to open accounts and deposit and maintain
funds in the name of the Partnership in banks, savings and loan associations,
and other financial institutions, including any with Affiliates of the General
Partner;





                                      -17-
   21
                          14.1.9  to cause the Partnership to make or revoke
any of the elections permitted under the Code;

                          14.1.10 to select as its accounting year a calendar
year or such fiscal year as approved by the Internal Revenue Service;

                          14.1.11 to determine the appropriate accounting
method or methods to be used by the Partnership;

                          14.1.12 to require in all Partnership obligations
that the General Partner shall not have any liability thereon but that the
person or entity contracting with the Partnership is to look solely to the
Partnership and its assets for satisfaction and in the event that any such
obligations have personal liability, the General Partner may require their
satisfaction prior to contracts without such liability;

                          14.1.13 to execute, acknowledge and deliver any and
all instruments to effectuate the foregoing and to take all such action in
connection therewith as the General Partner shall deem necessary or
appropriate;

                          14.1.14 if, pursuant to federal income tax laws, the
Partnership is to be treated as an association taxable as a corporation, the
General Partner may, in its discretion, and in compliance with applicable
federal and state law, take all necessary action to reformulate the structure
of the Partnership to enable it to be treated as a pass-through entity for
federal income tax purposes;

                          14.1.15 to invest Partnership funds and reserves
temporarily in short-term, highly liquid investments where there is appropriate
safety of principal, including in bank accounts and money markets funds; and

                          14.1.16 to allow the Partnership to borrow money from
a General Partner, a Limited Partner or the Affiliates thereof, at any time and
from time to time, and in connection therewith to pay interest and other
financing charges or fees which shall not exceed such party's cost of
borrowing.

                 14.2.    In addition to any amendments otherwise authorized
herein, this Agreement may be amended from time to time by the General Partner,
without the consent of any of the Limited Partners:

                          14.2.1  to add to the representations, duties or
obligations of the General Partner or its Affiliates herein, for the benefit of
the Limited Partners;

                          14.2.2  to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other
provision herein, or to make any other





                                      -18-
   22
provisions with respect to matters or questions arising under this Agreement
which will not be inconsistent with the provisions of this Agreement;

                          14.2.3  to delete or add any provision of this
Agreement required to be so deleted or added by a state "Blue Sky" commissioner
or similar such official, which addition or deletion is deemed by such
commission or official to be for the benefit of protection of the Limited
Partners;

                          14.2.4  to amend the provisions of Section 10 or any
other provisions of this Agreement if in the opinion of special tax counsel
(with respect to tax matters) or counsel (with respect to all matters) to the
Partnership and the General Partner, such modification is necessary to (i)
cause the allocations and Distributions contained in Section 10 to have
substantial economic effect in accordance with the most recently proposed or
final regulations relating to Section 704 of the Code or any other statutory
provision or regulation relating to such allocations or (ii) cause the
periodic allocations to be respected, such as on a monthly or semi-monthly
basis, under Section 706 of the Code or any other statute or provision or
regulation relating to such periodic allocations, or (iii) cause the provisions
of this Agreement to comply with any applicable federal legislation enacted
after the date of this Agreement.

                 14.3     Except as otherwise provided in this Agreement or by
applicable law, the General Partner shall have all the rights and powers and
shall be subject to all the restrictions and liabilities of a partner in a
partnership without limited partners.

                 14.4     The General Partner shall not have the authority to:

                          14.4.1  alter the primary purpose of the Partnership
as set forth in Section 3;

                          14.4.2  use Partnership funds to redeem or repurchase
Units of the Partnership;

                          14.4.3  do any act in contravention of this Agreement
or which would make it impossible to carry on the ordinary business of the
Partnership;

                          14.4.4  confess a judgment against the Partnership in
connection with any threatened or pending legal action;

                          14.4.5  subject to the provisions of Section 16.5,
admit a person as a General Partner except with the consent of the Limited
Partners as provided for in this Agreement;

                          14.4.6  commingle the Partnership funds with those of
any other person or entity except that the use of a zero balance or clearing
account shall not constitute a commingling of Partnership funds.





                                      -19-
   23
                 14.5     The General Partner shall have no personal liability
for the repayment of the initial capital contribution or deferred capital
contribution of any Limited Partner.

                 14.6     The General Partner shall at all times conduct its
affairs and the affairs of the Partnership and all of its Affiliates in such a
manner that neither the Partnership nor any Partner nor any Affiliate of any
Partner will have any liability under any mortgage on or lease of the Systems,
unless, in the opinion of the General Partner, it would be in the best
interests of the Limited Partners, and, in the case of any such liability on
the part of the Limited Partners, each Limited Partner wishing to have such
liability executes a separate agreement agreeing to and assuming any such
liability. The General Partner shall use its best efforts, in the conduct of
the Partnership's business to put all suppliers and other persons with whom the
Partnership does business on notice that the Limited Partners are not liable
for the Partnership obligations. The General Partner shall use its best efforts
to include in all agreements to which the Partnership is a party a statement to
the effect that the Partnership is a partnership in commendam organized under
the laws of the State of Louisiana. The General partner shall not be liable to
the Limited Partners for any failure to give such notice to suppliers or other
persons or any failure to include such statement in any such agreements.

                 14.7     The General Partner is hereby designated as the "Tax
Matters Partner" in accordance with Section 6231(a)(7) of the Code and, in
connection therewith and in addition to all other powers given therein, shall
have all other powers needed to fully perform hereunder, including, without
limitation, the power to retain, at Partnership expense, all attorneys and
accountants of its choice and the right to settle any audits without the
consent of the Limited Partners. The designation made in this Section is hereby
consented to by each Partner as an express condition to becoming a Partner.
The Partnership hereby indemnifies the General Partner from and against any
damages or losses (including attorney's fees) arising out of or incurred in
connection with any action taken or omitted to be take by it in carrying out
its responsibilities as Tax Matters Partner.

                 14.8     The General Partner shall have the authority to enter
into any transaction on behalf of the Partnership despite the fact that another
party to the transaction may be a Partner or an Affiliate of a Partner;
provided the terms of the transaction are no less favorable than those the
Partnership could obtain from unrelated third parties.

                          14.8.1  It is expressly understood that each Partner
is entitled to invest his personal assets for his own account and is entitled
to conduct his personal affairs and investments without regard to whether they
constitute a Partnership "opportunity."

                          14.8.2        (a)  Except as provided in Section
14.8.2(b), a Partner may engage in or possess an interest in any other business
or venture of any nature and description, independently or with others,
including ones in competition with the Partnership, with no obligation to offer
to the Partnership or any other Partner the right to participate. Neither the
Partnership nor its Partners shall have by virtue of this Agreement any right
in any independent venture or its income or profits.





                                      -20-
   24
                                        (b)     Each Partner agrees it shall
not, and agrees that it shall cause its Affiliates not to,: (i) participate,
directly or indirectly, in the FCC Auction in competition with the Partnership;
and (ii) possess an ownership, revenue sharing or similar participating
interest greater than 1% in, engage in or provide managerial or marketing
services to any other wireless communications business or venture that competes
with (A) the Partnership in the geographical area in which the Partnership
engages or intends to engage in business as set forth in the Information
Statement or (B) any existing wireless communications business(es) or
venture(s) of any other Partner or Affiliate(s) thereof in the geographical
area(s) in which such other Partner or Affiliate(s) thereof is presently
engaged in such business(es) or venture(s). For purposes of this Section
14.8.2(b), "wireless communications" shall mean symmetrical two-way voice and
data wireless communications, i.e., broadband personal communications services,
cellular communications services, specialized mobile radio communications
services and enhanced mobile radio communications services. Each Partner has
identified in writing to each other Partner the existing wireless
communications business(es) and venture(s) of such Partner and/or its
Affiliates(s) and the geographical area(s) in which each is presently engaged.
Each Partner shall be responsible for assuring compliance by its Affiliates
with the restrictions on competition of this Section 14.8.2(b). The
restrictions on competition by the Partners and their respective Affiliates
pursuant to this Section 14.8.2(b) shall (y) not apply to any present or future
non-wireless communications businesses or ventures of a Partner or any
Affiliate thereof, e.g., wireline communications, and (z) shall be applicable
to each Partner while such Partner continues as a partner of the Partnership
and for a two (2) year period thereafter. Notwithstanding the foregoing
provisions of this Section 14.8.2(b), should any Partner or any Affiliate
thereof merge with or be merged into, consolidate with, exchange shares with,
purchase or otherwise acquire from or be purchased or otherwise acquired by
another entity and, as a consequence thereof, the restrictions of this Section
14.8.2(b) are violated, the Partner, Affiliate, surviving entity or purchasing
entity, as the case may be, shall have twelve (12) months alter the
consummation of such transaction within which to dispose of the wireless
communications business or venture that is causing such violation and shall not
be deemed to have violated the restrictions of this Section 14.8.2(b) unless it
has failed to complete such disposal within such twelve (12) month period.

                 14.9     Any person dealing with the Partnership, other than a
Partner, may rely on the authority of the General Partner in taking any action
in the name of the Partnership without inquiry into the provisions of this
Agreement. Any document executed by the General Partner shall be deemed to be
the action of the Partnership as to any third parties.  No purchaser, lessee,
transferee or obligor will have any obligation to see to the application of
payments made to the General Partner.

                          14.9.1  Any person dealing with the Partnership or
the General Partner may rely upon a certificate signed by the General Partner
as to: (a) the identity of the Partners; (b) any conditions precedent to acts
by the Partnership; (c) the persons who are authorized to execute any documents
and bind the Partnership; and (d) any other matter involving the Partnership or
any Partner.





                                      -21-
   25
         15.     RESTRICTIONS, RIGHTS, POWERS AND VOTING RIGHTS OF THE LIMITED
PARTNERS.

                 15.1     The Limited Partners shall take no part in or
interfere in any manner with the control, conduct or operation of the
Partnership and shall have no right or authority to act for or bind the
Partnership.

                 15.2     In addition to their written consent required by
Section 11.2.2, the Limited Partners shall have the right, without the consent
of the General Partner, by affirmative vote of the holders of no less than 85%
of the total outstanding Units, to take only the following actions affecting
the basic structure of the Partnership:

                          15.2.1  removal of a General Partner with cause;

                          15.2.2  termination and dissolution of the
Partnership pursuant to Section 18.1.2 if such vote is solicited;


                          15.2.3  subject to the provisions of Section 14.2
which sets forth situations where the consent of Limited Partners is not
required, amendment of this Agreement;

                          15.2.4  the extension of the term of the Partnership;
and

                          15.2.5  the admission of a General Partner (subject
to the provisions of Sections 16.5 and 16.6 and applicable law).

                 15.3     In any such vote, each Limited Partner shall be
entitled to cast one vote for each Unit which it owns and the procedures set
forth in Section 15.5 of this Agreement shall be applicable.


                 15.4     The General Partner may at any time call a meeting of
the Limited Partners or a vote without a meeting of the Limited Partners on
matters on which they are entitled to vote and shall call for such meeting or
vote following receipt of a written request therefor from Limited Partners
holding twenty (20%) percent or more of the total outstanding Units. Within ten
(10) days after receipt of such written request, the General Partner shall
notify all Limited Partners of record as to the time and place of the
Partnership meeting, if called, and the general nature of the business to be
transacted or, if no such meeting has been called, of the matter or matters to
be voted upon and the date upon which the votes will be counted. Any
Partnership meeting or the date upon which such votes without a meeting will be
counted (regardless of whether the General Partner has called for such meeting
or vote upon the request of Limited Partners or has initiated such event
without such request) shall be no less than fifteen (15) nor more than sixty
(60) days following mailing of the notice thereof by the General partner. All
expenses of the voting and such notification shall be borne by the Partnership.

                 15.5     A Limited Partner which is entitled to vote shall be
entitled to cast one vote for each Unit which he owns: (i) if at a meeting,
then in person, by written proxy or by a





                                      -22-
   26
signed writing directing the manner in which it desires that its vote be cast,
which writing must be received by the General Partner prior to such meeting, or
(ii) if without a meeting, then by a signed writing directing the manner in
which it desires that its vote be cast, which writing must be received by the
General Partner prior to the date upon which the votes of Limited Partners are
to be counted. Only the votes of Limited Partners of record on the record date,
whether at a meeting or otherwise, shall be counted. The General Partner shall
not be entitled to vote, to the extent it owns Units.

                 15.6     No Partner shall have the right or power to: (i)
withdraw (except for the General Partner as provided in Section 16.1) or reduce
its contribution (initial or deferred) to the capital of the Partnership except
as a result of the dissolution of the Partnership or as otherwise provided by
law, (ii) bring an action for partition against the Partnership, (iii) cause
the termination or dissolution of the Partnership by court decree or otherwise,
except as set forth in this Agreement and except as provided by applicable law
or (iv) demand or receive property other than cash in return for its
contribution. No Partner shall have priority over any other Partner either as
to the return of contributions of capital or as to Net Income, Net Loss,
Credits or Distributions (except as provided in Section 10 of this Agreement).
Other than upon termination and dissolution of the Partnership as provided in
this Agreement, there has been no time agreed upon when the contribution of each
Partner (initial or deferred) may be returned.

                 15.7     A Limited Partner will breach this Agreement if he
(1) attempts to withdraw from the Partnership, (2) interferes in the management
of the Partnership affairs, (3) engages in conduct which could result in the
Partnership losing its tax status as a partnership, (4) engages in conduct that
tends to bring the Partnership into disrepute, (5) owns a Partnership interest
that becomes subject to a charging order, attachment, garnishment, or similar
legal proceedings, (6) breaches any confidentiality provisions of this
Agreement, or (7) fails to meet any commitment to the Partnership. A Limited
Partner who is in breach of this Agreement shall be liable to the Partnership
for damages caused by the breach. The Partnership may offset for the damages
against any Distributions or return of capital to the Limited Partner who has
breached this Agreement.

                          15.7.1  No Limited Partner shall have the right or
power to cause the dissolution and winding up of the Partnership by court
decree or otherwise.

         16.     WITHDRAWAL, EXPULSION, BANKRUPTCY OR DISSOLUTION OF THE 
GENERAL PARTNER AND TRANSFER OF THE GENERAL PARTNER'S INTEREST.

                 16.1     The General Partner may voluntarily withdraw from the
Partnership or may be expelled from the Partnership with cause, both, only by
the affirmative vote of the Partners holding of no less than 85% of the
outstanding Units. Written notice of expulsion of the General Partner shall be
served either by certified or by registered mail, return receipt requested, or
by personal service. Such notice shall set forth the date upon which the
expulsion is to become effective.





                                      -23-
   27
                 16.2     Upon the withdrawal, expulsion, adjudication of
bankruptcy, insolvency, dissolution or other cessation to exist of the General
Partner, the entire interest of the terminated General Partner in the
Partnership, including its interest in the Net Income, Net Loss, Credits and
Distributions of the Partnership, shall be purchased by the Partnership for a
purchase price determined according to the provisions of Section 16.3.

                 16.3     The terminated General Partner shall receive from the
Partnership the fair market value of its interest in the Partnership,
determined by agreement between the terminated General Partner and the
Partnership or, if they cannot agree, by arbitration in accordance with the
then current rules of the American Arbitration Association. For this purpose,
the fair market value of the interest of the terminated General Partner shall
be deemed to be the amount the terminated General Partner would receive upon
dissolution and termination of the Partnership under Section 18.1 assuming
such dissolution or termination occurred on the date of the dissolving event
and assuming the assets of the Partnership were sold for their then fair market
value without compulsion of the Partnership to sell such assets.  Payment shall
be made by a promissory note bearing simple interest at the prime rate of First
National Bank of Commerce, New Orleans, Louisiana, plus one (1) percentage
point per annum, as determined on the date of the dissolving event pursuant to
Section 18.1, on the unpaid principal amount of the promissory note, with
principal and all unpaid accrued interest payable only from all cash from sales
or refinancing; provided, however, that if the terminated General Partner
requests, to the extent required, the sale and payment shall be made on terms
and conditions that will allow such sale to qualify for the installment method
as provided in the Code.

                 16.4     Should a new General Partner be elected under Section
15.2, such new General Partner shall purchase from the Partnership, within 60
days of its election, the interest which the Partnership purchased from the
terminated General Partner. For such interest the acquiring General Partner
shall pay the amount determined pursuant to Section 16.3 to be the fair market
value of such interest. Payment shall be made by a promissory note bearing
simple interest at the prime rate of First National Bank of Commerce, New
Orleans, Louisiana, Bank, plus one (1) percentage point per annum, as
determined on the date of the dissolving event pursuant to Section 18.1, on
the unpaid principal amount of the promissory note secured by assignment by the
acquiring General Partner to the Partnership of the future Distributions by the
Partnership to the acquiring General Partner, which principal amount together
with accrued interest shall be payable out of Distributions received by the
acquiring General Partner from the Partnership and shall become due and payable
in full by the acquiring General Partner at such times as the Partnership is
finally wound up and liquidated.

                 16.5     If a new General Partner is not elected under Section
15.2 within 60 days after any event described in Section 16.2, EATEL, Mercury
and Fort Bend, acting unanimously, may select a Successor General Partner to
purchase the interest of the terminated General Partner from the Partnership on
the same terms and conditions. The provisions of this Section 16.5 are hereby
expressly consented to by each Limited Partner as an express condition to
becoming a Limited Partner.





                                      -24-
   28
                 16.6     In the event that the Successor General Partner shall
become the General Partner, it shall have the right to appoint a successor
General Partner and thereafter resign as the General Partner, provided that
prior to and after such resignation becoming effective the Partnership will be
treated as a partnership for federal income tax purposes.  Any successor
General Partner appointed pursuant to this Section shall be entitled to
withdraw in the same manner and is otherwise bound by the provisions of this
Agreement. The provisions of this Section are hereby expressly consented to by
each Limited Partner as an express condition to becoming a Limited Partner.

                 16.7     Except as provided in this Agreement, the General
Partner's interest in the Partnership shall not be assignable without the
affirmative vote of the Limited Partners owning no less than 50.1% of the
outstanding Units, except in connection with any merger, consolidation or sale
as provided in Section 16.8. Any entity to which the entire interest of the
General Partner in the Partnership is assigned in compliance with this Section
16.7 shall be substituted by the General Partner in its stead as the General
Partner of the Partnership by the filing of appropriate amendments to this
Agreement.

                 16.8     Nothing in this Agreement shall be deemed to prevent
the merger or reorganization of Wireless Management Corporation into or with
any other entity or the transfer of all the partnership interests of Wireless
Management Corporation and the assumption of the rights and duties of the
General Partner by the surviving entity by operation of law or otherwise.

         17.     CERTAIN TRANSACTIONS. Except to the extent prohibited by
Section 14.8.2(b) or by rules and regulations of the FCC, the General Partner,
any Limited Partner, any Affiliates of the General Partner, any shareholder,
officer, director, partner or employee thereof, any transferee or assignee
thereof or any person owning a legal or beneficial interest therein may engage
in or possess an interest in any other business or venture of every nature and
description, independently, or with others, including, but not limited to the
ownership, leasing, financing, operation, sale, management and brokerage of
personal communications service systems or any other participation in the
personal communications service industry or in partnerships similar to the
Partnership. Neither the General Partner nor its Affiliates shall be obligated
to present to the Partnership any particular investment opportunity, regardless
of whether such opportunity is of such character that the Partnership could
take it if such opportunity were presented to the Partnership; and the General
Partner and each of its Affiliates shall each have the right to take for its
own account (individually or otherwise) or to recommend to others any such
investment opportunity.

         18.     TERMINATION AND DISSOLUTION OF THE PARTNERSHIP.

                 18.1     The Partnership shall be terminated and dissolved
upon the earliest to occur of the following:

                          18.1.1  the withdrawal, expulsion, adjudication of
bankruptcy or insolvency of the General Partner or the dissolution or other
cessation to exist as a legal entity





                                      -25-
   29
of the General Partner unless the Successor General Partner within 90 days of
the date of such event elects to continue the business of the Partnership or
the Limited Partners within 60 days of the date of such event elect a successor
General Partner pursuant to Section 15.2;

                          18.1.2  a vote of the holders of not less than 85% of
the outstanding Units in favor of dissolution and termination of the
Partnership;

                          18.1.3  the expiration of the term of the
Partnership;

                          18.1.4  the disposition of all interest in the System
and other assets of the Partnership (other than cash);

                          18.1.5  entry of a decree for judicial dissolution;
or

                          18.1.6  failure of the Partnership to acquire any
Licenses at the FCC Auction.

                 18.2     Upon a dissolution and termination of the Partnership
for any reason, the General Partner shall take full account of the Partnership
assets and liabilities, shall liquidate the assets as promptly as is consistent
with obtaining the fair market value thereof, and shall apply and distribute
the proceeds therefrom in the following order:

                          18.2.1  to the payment of creditors of the
Partnership, including Affiliates, but excluding secured creditors whose
obligations will be assumed or otherwise transferred on the liquidation of
Partnership assets;

                          18.2.2  to the repayment of any outstanding loans
made by the General Partner or its Affiliates to the Partnership; and

                          18.2.3  to the General Partner and Limited Partner,
in proportion to and to the extent of the Units attributable to each, with
appropriate adjustments thereto for their respective capital accounts.

         19.     SPECIAL POWER OF ATTORNEY   

                 19.1     By executing this Agreement, each Limited Partner is
hereby granting to the General Partner a special power of attorney irrevocably
making, constituting and appointing the General Partner as the attorney-in-fact
for such Limited Partner, with power and authority to act in its name and on
his behalf to execute, acknowledge and swear to in the execution,
acknowledgement and filing of documents, which shall include, by way of
illustration but not of limitation, the following:

                          19.1.1  this Agreement, any separate certificates of
limited partnership, as well as any amendments to the foregoing which, under
the laws of the State of Louisiana or





                                      -26-
   30
the laws of any other state, are required to be filed or which the General
Partner deems advisable to file;

                          19.1.2  any other instrument or document which may be
required to be filed by the Partnership under the laws of the federal
government, any state or of any governmental agency, or which the General
Partner deems advisable to file; and

                          19.1.3  any instrument or document which may be
required to effect the continuation of the Partnership, the admission of an
acquiring General Partner or Successor General Partner, or the admission of an
additional or substituted Limited Partner or the dissolution and termination of
the Partnership (provided such continuation, admission or dissolution and
termination are in accordance with the terms of this Agreement) or to reflect
any reductions in the amount of contributions of Partners.

                 19.2     The special power of attorney being granted hereby by
each Limited Partner:

                          19.2.1  is a special power of attorney coupled with
an interest, is irrevocable, shall survive the death of legal incapacity of the
granting Limited Partner and is limited to those matters therein set forth;

                          19.2.2  may be exercised by the General Partner
acting alone for each Limited Partner by a facsimile signature of the General
Partner or by one of its duly authorized agents, or by listing all of the
Limited Partners executing any instrument with a signature of the General
Partner or one of its duly authorized agents acting as its attorney in fact;
and

                          19.2.3  shall survive an assignment by a Limited
Partner of all or any portion of his interests except that, where the assignee
of the Units owned by a Limited Partner has been approved by the General
Partner for admission to the Partnership as a substituted Limited Partner, the
special power of attorney shall survive such assignment for the sole purpose of
enabling the General Partner to execute, acknowledge, and file any instrument
or document necessary to effect such substitution.

                 19.3    Each Limited Partner is aware that the terms of this 
Agreement require the Successor General Partner to become the General Partner
and permit the Successor General Partner to appoint a successor General
Partner, subject to the conditions set forth in Sections 16.5 and 16.6 of the
Agreement, without the vote or consent to such action by the Limited Partners.
Each Limited Partner agrees that each special attorney specified in Section
19.1, with full power of substitution, is hereby authorized and empowered to
execute, acknowledge, make, swear to, verify, deliver, record, file and/or
publish, for and on behalf of such Limited Partner, any and all instruments and
documents which may be necessary or appropriate to allow the Successor General
Partner to become the General Partner and to permit the appointment of the
Successor General Partner to be lawfully made or action lawfully taken or
omitted.  Each Limited Partner has executed this special power of attorney and
each Limited Partner will rely





                                      -27-
   31
on the effectiveness of such powers with a view to the orderly administration
of the Partnership's affairs.

         Section 20.      INDEMNIFICATION.

                 20.1     The General Partner and its Affiliates shall not be
liable to each other, the Partnership and the Limited Partners for, and the
Partnership, its receiver or its trustee shall defend and indemnify, save
harmless and pay all judgments and claims against the General Partner and its
Affiliates from any liability, loss or damage; provided that, if such
liability, loss or claim arises out of any action or inaction of the General
Partner, the General Partner must have determined, in good faith, that such
course of conduct was in the best interests of the Partnership and did not
constitute proven fraud, gross negligence, breach of fiduciary duty or
misconduct by the General Partner and, provided further, that any such
indemnification shall be recoverable from the assets of the Partnership. All
judgments against the Partnership and the General Partner, wherein the General
Partner is entitled to indemnification, must first be satisfied from
Partnership assets before the General Partner is responsible for these
obligations.

                 20.2     Notwithstanding the foregoing Section 20.1, neither
the General Partner nor any of its Affiliates shall be indemnified from any
liability, loss or damage incurred by them in connection with (i) any claim or
settlement involving allegations that the Securities Act of 1933 was violated
by the General Partner or by any such other person or entity unless: (a) the
General Partner or any other persons or entities seeking indemnification are
successful in defending such action or (b) such indemnification is specifically
approved by a court of law which shall have been advised as to the current
position of the Securities and Exchange Commission regarding indemnification
for violations of securities law or (ii) any liability imposed by law,
including liability for fraud, bad faith or negligence.

         Section 21.      MISCELLANEOUS.

                 21.1     This Agreement may be executed in several
counterparts and all so executed shall constitute one Agreement, binding on all
of the parties hereto, notwithstanding that all of the parties are not
signatory to the original or the same counterpart.

                 21.2     The terms and provisions of this Agreement shall be
binding upon and shall inure to the benefit of the successors and assigns of
the respective Partners.

                 21.3     In the event any sentence or Section of this
Agreement is declared by a court of competent jurisdiction to be void, such
sentence or sections shall be deemed severed from the remainder of the
Agreement and the balance of the Agreement shall remain in effect.

                 21.4     All notices under this Agreement shall be in writing
and shall be given to the Partners entitled thereto by personal service or by
mail, posted to the address maintained by the Partnership for such person or at
such other address as he may specify in writing.





                                      -28-
   32
                 21.5     Section titles or captions contained in this
Agreement are inserted only as a matter of convenience and for reference.  Such
titles and captions in no way define, limit, extend or describe the scope of
this Agreement nor the intent of any provision hereof.

                 21.6     Whenever required by context hereof, the singular
shall include the plural and vice versa; the masculine gender shall include the
feminine and neuter genders and vice versa; and the word "person" shall include
a corporation, partnership, firm or other form of association.

                 21.7     The name and municipal address of the General Partner
and Limited Partners are as follows:

                 General Partner:          Wireless Management Corporation
                                           000 X. Xxxxxxxx Xxxxxx
                                           Xxxxxxxx, Xxxxxxxxx 00000-0000

                 Limited Partners:         EATELCORP, Inc.
                                           000 X. Xxxxxxxx Xxxxxx
                                           Xxxxxxxx, Xxxxxxxxx 00000-0000

                                           Mercury Cellular Telephone Company
                                           One Lakeshore Drive
                                           CM Tower, Suite 0000
                                           Xxxx Xxxxxxx, Xxxxxxxxx 00000

                                           Xxxx Xxxx Telephone Company
                                           0000 Xxxxxx X
                                           Xxxxxxxxx, Xxxxx 00000

                                           Meretel Wireless, Inc.
                                           000 X. Xxxxxxxx Xxxxxx
                                           Xxxxxxxx, Xxxxxxxxx 00000-0000

                 21.8     Notwithstanding the place where this Agreement may be
executed by any of the parties hereto the parties expressly agree that all the
terms and provisions hereof shall be





                                      -29-
   33
construed under the internal laws of the State of Louisiana (and not the laws
pertaining to conflicts or choice of law).

                 21.9     In the event the business of the Partnership is
carried on or conducted in states in addition to the State of Louisiana, then
the parties agree that this Partnership shall exist to the extent required by
law under the laws of each state in which business is actually conducted by the
Partnership, and they severally agree to execute such other and further
documents as may be required or requested in order that the General Partner
legally may qualify this Partnership in such states. The power of attorney
granted to the General Partner by each Limited Partner in Section 19 shall
constitute the authority of the General Partner to perform the ministerial duty
of qualifying this Partnership under the laws of any state in which it is
necessary to file documents or instruments of qualification. A Partnership
office or principal place of business in any state may be designated from time
to time by the General Partner.





                                      -30-
   34
                               GENERAL PARTNER:                     
                                                                    
                               WIRELESS MANAGEMENT CORPORATION      
                                                                    
                               By: /s/ XXXXXX X. XXXXXXX, XX        
                                  ----------------------------------------------
                                   Name: Xxxxxx X. Xxxxxxx, XX
                                        ----------------------------------------
                                   Title: Chairman 
                                         ---------------------------------------
                                                                    
                                                                          
                               LIMITED PARTNERS:                              
                                                                              
                                                                              
                               EATELCORP, INC.                                
                                                                              
                               By: /s/ XXXXXX X. XXXXXXX, XX                  
                                  ----------------------------------------------
                                   Xxxxxx X. Xxxxxxx, XX                  
                                   Chief Executive Officer and Treasurer    
                                                                              
                                                                              
                               MERCURY CELLULAR TELEPHONE COMPANY             
                                                                              
                                                                              
                               By: /s/ XXXXXX XXXXX                           
                                  ----------------------------------------------
                                   Name: Xxxxxx Xxxxx                     
                                        ----------------------------------------
                                   Title: President                       
                                         ---------------------------------------
                                                                              
                                                                              
                               FORT BEND TELEPHONE COMPANY                    
                                                                              
                               By: /s/ XXXX X. XXXXXXXXX                      
                                  ----------------------------------------------
                                   Name: Xxxx X. Xxxxxxxxx                
                                        ----------------------------------------
                                   Title: President & CEO                 
                                         ---------------------------------------
                                                                              
                                                                              
                               MERETEL WIRELESS, INC.                         
                                                                              
                                                                              
                               By: /s/ XXXXXX X. XXXXXXX, XX                  
                                  ----------------------------------------------
                                   Name: Xxxxxx X. Xxxxxxx, XX            
                                        ----------------------------------------
                                   Title: Chief Executive Officer and Treasurer
                                         ---------------------------------------





                                      -31-
   35
                         FIRST AMENDMENT TO ARTICLES OF
                          PARTNERSHIP IN COMMENDAM OF
                  MERETEL COMMUNICATIONS LIMITED PARTNERSHIP,
                      A LOUISIANA PARTNERSHIP IN COMMENDAM

         THIS FIRST AMENDMENT made and entered into as of July 26, 1995 (the
"First Amendment"), by and among WIRELESS MANAGEMENT CORPORATION, a Louisiana
corporation (the "General Partner"), as the general partner, and EATELCORP,
INC., a Louisiana corporation ("EATEL"), MERCURY CELLULAR TELEPHONE COMPANY, a
Louisiana corporation ("Mercury"), FORT BEND TELEPHONE COMPANY, a Texas
corporation ("Fort Bend"), and MERETEL WIRELESS, INC. ("Meretel"), a Louisiana
corporation, (each, a "Limited Partner" and collectively, the "Limited
Partners"), to the Articles of Partnership in Commendam of Meretel
Communications Limited Partnership made and entered into as of June 12, 1995
(the "Agreement") by and among the General Partner and Limited Partners
provides as follows:

         1.      Section 5.1 of the Agreement is hereby amended and restated to
read in its entirety as follows:

         "Wireless Management Corporation, as the General Partner, has
         initially contributed to the Partnership the amount of $240,000.00. If
         the Partnership is the successful bidder for one or more Licenses at
         the FCC Auction, the General Partner agrees to pay Deferred Capital
         Contributions in the maximum amount of up to and including $560,000.00
         to the Partnership, such payments to be made as provided in Section
         6.3 of the Agreement."

         2.      Section 6.1 of the Agreement is hereby amended and restated to
read in its entirety as follows:

                 "6.1     Each Limited Partner has initially contributed the
         sum set opposite its name below. EATEL, Mercury and Fort Bend have
         made their respective initial contributions in cash.  Meretel has made
         its initial contribution by a demand promissory note payable to the
         Partnership.  If the Partnership is the successful bidder for one or
         more Licenses at the FCC Auction, each Limited Partner agrees to pay
         Deferred Capital Contributions in the maximum amount of up to and
         including the amount set opposite its name below, such payments to be
         made as provided in Section 6.3 of the Agreement.



                                Initial Capital          Maximum Deferred   
         Limited Partner         Contribution         Capital Contribution  
         ---------------        ---------------       --------------------
                                                                   
         EATEL                   $ 2,920,000.00           $ 6,813,333.33    
         Mercury                   2,920,000.00             6,813,333.34    
         Fort Bend                 2,920,000.00             6,813,333.33    
         Meretel                   3,000,000.00             7,000,000.00    
                                 --------------           --------------
               Total             $11,760,000.00           $27,440,000.00    

   36
         3.      Section 6.3 of the Agreement is hereby amended and restated to
read in its entirety as follows:

                 "6.3 Upon completion of the FCC Auction, and after giving
         consideration to the Licenses for which the Partnership was the
         successful bidder, the General Partner shall determine from time to
         time the amount of Deferred Capital Contributions to be made by the
         Partners, up to and including the maximum amount to be made by each
         Partner as set forth in Sections 5.1 and 6.1 above. The respective
         Deferred Capital Contributions to be paid by each Partner at the time
         or times that the General Partner shall request payment of Deferred
         Capital Contributions shall be equal to the product of the total
         Deferred Capital Contributions to be paid by all Partners at such time
         times a fraction of which the numerator is the initial capital
         contribution of such Partner and the denominator is the total initial
         capital contributions by all Partners.  Upon making a determination of
         the Deferred Capital Contributions to be made by all Partners at any
         time, the General Partner shall provide written notice thereof to all
         Partners which notice shall specify the date on which the payment of
         the respective Deferred Capital Contributions by each Partner
         (determined in the manner set forth in the preceding sentence) is due,
         such date to be no less than sixty (60) days after the giving of such
         notice if any Partner's Deferred Capital Contribution is $1,000,000.00
         or less and no less than ninety (90) days after the giving of such
         notice if any Partner's Deferred Capital Contribution is greater than
         $1,000,000.00."

         4.      Section 15.7 of the Agreement is hereby amended by adding the
following provisions after the last sentence thereof:

         "Notwithstanding the foregoing provisions of this Section 15.7, should
         a Partner default in the payment of any Deferred Capital Contribution
         required to be made by such Partner hereunder, and such default
         continues for thirty (30) days after written notice thereof is
         received by such Partner from the General Partner, then, at the
         election of the General Partner, the defaulting Partner's entire
         ownership interest in the Partnership and all rights of such Partner
         relating thereto shall be deemed automatically forfeited in their
         entirety.  Alternatively, the General Partner may seek to enforce the
         rights of the Partnership to receive payment of such Deferred Capital
         Contribution. In connection with any such default, the defaulting
         Partner shall be responsible for all attorney fees and costs incurred
         by the General Partner in enforcing the rights of the Partnership with
         respect thereto."

         5.      As amended by this First Amendment, the Agreement shall remain
in full force and effect by and among the General Partner and the Limited
Partners.

         6.      Capitalized terms used herein shall have the meanings ascribed
to them in the Agreement unless otherwise expressly defined herein.





                                      -2-
   37
         7.  This First Amendment may be executed in several counterparts and
all so executed shall constitute one First Amendment, binding on all of
the parties hereto, notwithstanding that all of the parties are not signatory
to the original or the same counterpart.





                                      -3-
   38
         WHEREFORE, the General Partner and the Limited Partners have executed
this First Amendment to be effective as of the date first set forth hereinabove.


                               GENERAL PARTNER:                     
                                                                    
                               WIRELESS MANAGEMENT CORPORATION      
                                                                    
                               By: /s/ XXXXXX X. XXXXXXX, XX        
                                  ----------------------------------------------
                                   Name: Xxxxxx X. Xxxxxxx, XX
                                        ----------------------------------------
                                   Title: Chairman 
                                         ---------------------------------------
                                                                    
                                                                          
                               LIMITED PARTNERS:                              
                                                                              
                                                                              
                               EATELCORP, INC.                                
                                                                              
                               By: /s/ XXXXXX X. XXXXXXX, XX                  
                                  ----------------------------------------------
                                   Xxxxxx X. Xxxxxxx, XX                  
                                   Chief Executive Officer and Treasurer    
                                                                              
                                                                              
                               MERCURY CELLULAR TELEPHONE COMPANY             
                                                                              
                                                                              
                               By: /s/ XXXXXX XXXXX                           
                                  ----------------------------------------------
                                   Name: Xxxxxx Xxxxx                     
                                        ----------------------------------------
                                   Title: President                       
                                         ---------------------------------------
                                                                              
                                                                              
                               FORT BEND TELEPHONE COMPANY                    
                                                                              
                               By: /s/ XXXX X. XXXXXXXXX                      
                                  ----------------------------------------------
                                   Name: Xxxx X. Xxxxxxxxx                
                                        ----------------------------------------
                                   Title: President & CEO                 
                                         ---------------------------------------
                                                                              
                                                                              
                               MERETEL WIRELESS, INC.                         
                                                                              
                                                                              
                               By: /s/ XXXXXX X. XXXXXXX, XX                  
                                  ----------------------------------------------
                                   Name: Xxxxxx X. Xxxxxxx, XX            
                                        ----------------------------------------
                                   Title: Chief Executive Officer and Treasurer
                                         ---------------------------------------




                                      -4-