8-K

                                           
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                           
                                     -------------

                                       FORM 8-K
                                           
                                           
                                    CURRENT REPORT
        PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                                           
                                           
          Date of Report (Date of earliest event reported)     JULY 22, 1997
                                           
                                           
                              CS WIRELESS SYSTEMS, INC.
                (Exact name of registrant as specified in its charter)
                                           
                                           
                                           
                                           
          DELAWARE                       33-20295                23-2751747
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
     of incorporation)                                       Identification No.)


             200 CHISHOLM PLACE            
                 SUITE 202
                PLANO, TEXAS                                       75075
  (Address of principal executive offices)                       (Zip Code)


          Registrant's telephone number, including area code:  (972) 633-4000



 
ITEM 5.  OTHER EVENTS

    Pursuant to a Certificate of Written Consent of a Majority of  the 
Stockholders in Lieu of an Annual Meeting ("Written Consent") dated July 22, 
1997, CAI Wireless Systems, Inc. and Heartland Wireless Communications, Inc. 
elected the members of the Board of Directors of CS Wireless Systems, Inc. 
(the "Company").  Jared E. Abbruzzese, Alan Sonnenberg, David Webb, James P. 
Ashman, Robert D. Happ, D. Michael Sitton and William W. Sprague were 
re-elected to the Board to hold seven of the nine Director positions required 
under the Company's By-laws.  Information regarding each of the Directors 
continuing to serve the Company is set forth in the Company's Annual Report 
on Form 10-K for the year ended December 31, 1996.

    Carroll McHenry and Alan Wheeler were also elected to serve on the Board 
of Directors to fill the required Directors positions.

    Carroll D. McHenry, 54, is Chairman of the Board, President and Chief 
Executive Officer of Heartland Wireless Communications, Inc. ("Heartland").  
He has served as Acting Chief Financial Officer of Heartland since April, 
1997. For the past five years, Mr. McHenry was a senior executive at Alltel, 
Inc., a national communications holding company, most recently serving as 
President of Alltel's Communications Service Group, and serving as President 
of Alltel Mobile Communications, Inc., from July 1992 to May 1995.  From 1991 
to 1992, Mr. McHenry was Vice President of Cellular Business Development at 
Qualcomm, Inc. From 1989 to 1991, Mr. McHenry was President, Chief Executive 
Officer and Chairman of the Board of Celluland, Inc., a franchiser of 
cellular telephone stores.  From 1980 to 1989, Mr. McHenry served in various 
capacities with Mobile Communications Corporation of America ("MCCA") and as 
President and Chief Executive Officer of American Cellular Communications, a 
joint venture between MCCA and BellSouth.  Mr. McHenry is a director of 
Wireless One, Inc.

    Allen Wheeler, 64, is a director of Heartland and was Vice Chairman of 
its Board of Directors from February 1996 until February 1997.  From January 
1997 until February 1997, Mr. Wheeler served as the acting President and 
Chief Executive Officer of Heartland.  Mr. Wheeler is also a member of the 
Compensation Committee of Heartland.  Mr. Wheeler has owned and managed 
diversified investments through Allen Wheeler Management, Inc., a personal 
holding company, for over 20 years.  Mr. Wheeler's investments have 
emphasized the media/communications industries.  Mr. Wheeler has been a 
shareholder, director and officer of several media/communications companies 
involved in network and independent television stations, AM and FM radio 
stations, paging and telephony.  Mr. Wheeler is currently a director of 
Wireless One, Inc. and Texoma Medical Center, Inc.
    
    Additionally, the majority of stockholders authorized pursuant to the 
Written Consent the (i) appointment of KPMG Peat Marwick as the Company's 
independent auditors for the fiscal year ending December 31, 1997, and the 
(ii) amendment of the 1996 CS Wireless Systems, Inc. Incentive Stock Option 
Plan (the "Plan") to (a) increase the number of shares of the Company's 
common stock eligible for granting under the Plan to 1.5 million shares, (b) 
permit the Plan Committee to grant stock awards, other than Incentive Stock 
Options, to independent contractors and service providers to the Company and 
its affiliates and (c) provide maximum flexibility to 



the Committee administering the Plan to determine vesting, exercise and 
expiration terms of the stock awards granted under the Plan on a case-by-case 
basis.

ITEM 7.  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND           
         EXHIBITS 

        (c)  Exhibits    

        10.1 Amended and Restated 1996 CS Wireless Systems, Inc. Incentive
             Stock Plan.

                                           
                                           
                                           
                                      SIGNATURES
                                            
    
         Pursuant to the requirements of the Securities Exchange Act of 1934,
    the registrant has duly caused this report to be signed on its behalf by
    the undersigned hereunto duly authorized.
    
    DATED: August 11, 1997             CS WIRELESS SYSTEMS, INC.


                                  BY:  /s/ JEFFREY A. KUPP
                                       -------------------------------------
                                       JEFFREY A. KUPP
                                       SENIOR VICE PRESIDENT-FINANCE
                                       AND CHIEF FINANCIAL OFFICER
                                       (PRINCIPAL FINANCIAL OFFICER)

EX-10.1

                                     EXHIBIT 10.1

                                AMENDED AND RESTATED 
                            1996 CS WIRELESS SYSTEMS, INC.
                                 INCENTIVE STOCK PLAN
                                           
           



                                          

                                                                           


                                                                  EXHIBIT 10.1
                                           

                                 AMENDED AND RESTATED
                  1996 CS WIRELESS SYSTEMS, INC. INCENTIVE STOCK PLAN
                                           
1.    Purpose

      The purpose of the Amended and Restated 1996 CS Wireless System, Inc. 
Incentive Stock Plan is to motivate and reward superior performance on the part
of employees of the Company and its subsidiaries and to thereby attract and
retain employees of superior ability.  In addition, the Plan is intended to
further opportunities for stock ownership by such employees in order to increase
their proprietary interest in the Company and, as a result, their interest in
the success of the Company.  Awards will be made, in the discretion of the
Committee, to Key Employees (including officers and directors who are also
employees) whose responsibilities and decisions directly affect the performance
of any Participating Company.  Such incentive awards may consist of stock
options, stock appreciation rights payable in stock or cash, performance shares,
restricted stock or any combination of the foregoing, as the Committee may
determine.

2.    Definitions

      When used herein, the following terms shall have the following meanings: 

      "Act" means the Securities Exchange Act of 1934.

      "Award" means an award granted to any Key Employee in accordance with the
      provisions of the Plan in the form of Options, Rights, Performance Shares
      or Restricted Stock, or any combination of the foregoing.

      "Award Agreement" means the written agreement evidencing each Award 
      granted to a Key Employee under the Plan.

      "Beneficiary" means the beneficiary or beneficiaries designated pursuant 
      to Section 9 to receive the amount, if any, payable under the Plan upon 
      the death of a Key Employee.

      "Board" means the Board of Directors of the Company.

      "Code" means the Internal Revenue Code of 1986, as now in effect or as
      hereafter amended. (All citations to sections of the Code are to such
      sections as they may from time to time be amended or renumbered.)

      "Committee" means the Stock Option or Compensation Committee of the Board
      or such other committee as may be designated by the Board to administer 
      the Plan.

      "Company" means CS Wireless Systems, Inc. and its successors and assigns.

      "Fair Market Value" means the fair market value as determined by rules to
      be adopted by the Committee.

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AMENDED AND RESTATED 1996 CS WIRELESS SYSTEMS, INC. INCENTIVE PLAN       PAGE 1
                                          


      "Incentive Stock Option" means a stock option qualified under Section 422
      of the Code.

      "Key Employee" means an employee (including any officer or director who is
      also an employee), and with respect to any Awards other than an Incentive
      Stock Option, also includes independent contractors and service providers,
      of any Participating Company whose responsibilities and decisions, in the
      judgment of the Committee, directly affect the performance of the Company
      and its subsidiaries.

      "Option" means an option awarded under Section 5 of the Plan to purchase
      Stock of the Company, which option may be an Incentive Stock Option or a
      non-qualified stock option.

      "Participating Company" means the Company or (i) with respect to the Award
      of an Incentive Stock Option, any corporation that at the time an Award is
      granted qualifies as a "subsidiary" of the Company under Section 424(f) of
      the Code or (ii) with respect to any other Awards, any entity that at the
      time an Award is granted is controlling, controlled by or under common
      control with the Company, including without limitation, partnerships in
      which the Company or any Participating Company may invest as a limited or
      general partner and limited liability companies in which the Company or 
      any Participating Company may become a member.

      "Performance Share" means a performance share awarded under Section 6 of
      the Plan.

      "Plan" means the Amended and Restated 1996 CS Wireless Systems, Inc. 
      Incentive Stock Plan, as the same may be amended, administered or
      interpreted from time to time.

      "Restricted Stock" means Stock awarded under Section 7 of the Plan 
      subject to such restrictions as the Committee deems appropriate or 
      desirable.

      "Right" means a stock appreciation right awarded in connection with an
      Option under Section 5 of the Plan.

      "Stock" means the common shares of the Company.

      "Total Disability" means a permanent and total disability as defined 
      in Section 22(e)(3) of the Code.

3.    Shares Subject to the Plan

      In no event shall more than 1,500,000 shares of Stock be cumulatively
available for Awards under the Plan.

      Subject to the above limitation, shares of Stock to be issued under the
Plan may be made available from the authorized but unissued shares, or from
shares purchased in the open market.  For the purpose of computing the total
number of shares of Stock available for Awards under the Plan, there shall be
counted against the foregoing limitation the number of shares of Stock which
equal the value of Performance Share Awards, in each case determined as at the
dates on which such Awards are granted.  If any Awards under the Plan are
forfeited, terminated, expire unexercised, are settled in cash in lieu of 


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AMENDED AND RESTATED 1996 CS WIRELESS SYSTEMS, INC. INCENTIVE PLAN       PAGE 2
                                          



Stock or are exchanged for other Awards, the shares of Stock which were 
theretofore subject to such Awards shall again be available for Awards under 
the Plan to the extent of such forfeiture or expiration of such Awards.

4.  Grant of Awards and Award Agreements

    (a)  Subject to the provisions of the Plan, the Committee shall (i) 
determine and designate from time to time those Key Employees or groups of 
Key Employees to whom Awards are to be granted; (ii) determine the form or 
forms of Award to be granted to any Key Employee; (iii) determine the amount 
or number of shares of Stock subject to each Award; and (iv) determine the 
terms and conditions of each Award.

     (b)  Each Award granted under the Plan shall be evidenced by a written
Award Agreement.  Such agreement shall be subject to and incorporate the 
express terms and conditions, if any, required under the Plan or required by
the Committee.

5.  Stock Options and Rights

    (a)  With respect to Options and Rights, the Committee shall (i) authorize
the granting of Incentive Stock Options, non-qualified stock options, or a
combination of Incentive Stock Options and non-qualified stock options; (ii)
authorize the granting of Rights which may be granted in connection with all or
part of any Option granted under this Plan, either concurrently with the grant
of the Option or at any time thereafter during the term of the Option; (iii)
determine the number of shares of Stock subject to each Option or the number of
shares of Stock that should be used to determine the value of a Right; and (iv)
determine the time or times when and the manner in which each Option or Right
shall be exercisable and the duration of the exercise period.

    (b)  Any option issued hereunder which is intended to qualify as an
Incentive Stock Option shall be subject to such limitations or requirements as
may be necessary for the purposes of Section 422 of the Code or any regulations
and rulings thereunder to the extent and in such form as determined by the
Committee in its discretion.

    (c)  The exercise period for a non-qualified stock option and any related
Right shall not exceed ten years and two days from the date of grant, and the
exercise period for an Incentive Stock Option and any related Right shall not
exceed ten years from the date of grant.

    (d)  The Option price per share shall be determined by the Committee at the
time any Option is granted and shall be not less than the Fair Market Value of
one share of Stock on the date the Option is granted.

    (e)  No part of any Option or Right may be exercised until the Key Employee
who has been granted the Award shall have remained in the employ of a
Participating Company for such period after the date of grant as the Committee
may specify, if any, and the Committee may further require exercisability in
installments; provided, however, the period during which a Right is exercisable
shall commence no earlier than six months following the date the Option or Right
is granted.

     (f)  The purchase price of the shares as to which an Option shall be
exercised shall be paid to the Company at the time of exercise either in cash 
or Stock already owned by the optionee having a total 


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AMENDED AND RESTATED 1996 CS WIRELESS SYSTEMS, INC. INCENTIVE PLAN       PAGE 3
                                          


Fair Market Value equal to the purchase price, or a combination of cash and 
Stock having a total fair market value, as so determined, equal to the 
purchase price.  The Committee shall determine acceptable methods for 
tendering Stock as payment upon exercise of an Option and may impose such 
limitations and prohibitions on the use of Stock to exercise an Option as it 
deems appropriate.

    (g)     In case of termination of employment, the following provisions
shall apply, unless the Committee determines otherwise and so specifies in the
applicable Award Agreement:

               (A)  If a Key Employee who has been granted an Option shall die 
before such Option has expired, his or her Option may be exercised to the 
extent it was exercisable as of the date of death by the person or persons
to whom the Key Employee's rights under the Option pass by will, or if no
such person has such right, by his or her executors or administrators, at any 
time, or from time to time, within one year after the date of the Key 
Employee's death or within such other period, and subject to such terms and 
conditions as the Committee may specify, but not later than the expiration 
date specified in Section 5(d) above.

               (B)  If the Key Employee's employment by any Participating 
Company terminates because of his or her Total Disability, he or she may 
exercise his or her Options to the extent they were exercisable as of the date
of termination of employment at any time, or from time to time, within one year
after the date of the termination of his or her employment or within such other
period, and subject to such terms and conditions as the Committee may specify,
but not later than the expiration date specified in Section 5(d) above.

               (C)  If the Key Employee is terminated for cause, defined as 
neglect of duty or misconduct, as reasonably determined by the Committee, the 
Options or Rights shall be canceled coincident with the effective date of the 
termination of employment.

               (D)  If the Key Employee's employment terminates for any other
reason, he or she may exercise his or her Options, to the extent that he or she 
shall have been entitled to do so at the date of the termination of his or her
employment, at any time, or from time to time, within three months after the
date of the termination of his or her employment or within such other period,
and subject to such terms and conditions as the Committee may specify, but not
later than the expiration date specified in Section 5(c) above.

    (h)  No Option or Right granted under the Plan shall be transferable other
than by will or by the laws of descent and distribution.  During the lifetime 
of the optionee, an Option or Right shall be exercisable only by the Key 
Employee to whom the Option or Right is granted.

    (i)  With respect to an Incentive Stock Option, the Committee shall specify
such terms and provisions as the Committee may determine to be necessary or
desirable in order to qualify such Option as an "incentive stock option" within
the meaning of Section 422 of the Code.

    (j)  With respect to the exercisability and settlement of Rights:

               (i)  Upon exercise of a Right, the Key Employee shall be 
entitled, subject to such terms and conditions the Committee may specify, to 
receive upon exercise thereof all or a portion of the excess of (A) the Fair 
Market Value of a specified number of shares of Stock at the time of exercise,
as determined by the Committee, over (B) a specified amount which shall not, 
subject to Section 5(d), be 

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AMENDED AND RESTATED 1996 CS WIRELESS SYSTEMS, INC. INCENTIVE PLAN      PAGE 4


less than the Fair Market Value of such specified number of shares of Stock 
at the time the Right is granted.  Upon exercise of a Right, payment of such 
excess shall be made as the Committee shall specify in cash, the issuance or 
transfer to the Key Employee of whole shares of Stock with a Fair Market 
Value at such time equal to any excess, or a combination of cash and shares 
of Stock with a combined Fair Market Value at such time equal to any such 
excess, all as determined by the Committee.  The Company will not issue a 
fractional share of Stock and, if a fractional share would otherwise be 
issuable, the Company shall pay cash equal to the Fair Market Value of the 
fractional share of Stock at such time.

     (ii) In the event of the exercise of such Right, the Company's 
obligation in respect of any related Option or such portion thereof will be 
discharged by payment of the Right so exercised.

6.   Performance Shares

     (a)  Subject to the provisions of the Plan, the Committee shall (i) 
determine and designate from time to time those Key Employees or groups of 
Key Employees to whom Awards of Performance Shares are to be made, (ii) 
determine the Performance Period (the "Performance Period") and Performance 
Objectives (the "Performance Objectives") applicable to such Awards, (iii) 
determine the form of settlement of a Performance Share and (iv) generally 
determine the terms and conditions of each such Award.  At any date, each 
Performance Share shall have value equal to the Fair Market Value of a share 
of Stock at such date; provided that the Committee may limit the aggregate 
amount payable upon the settlement of any Award.

     (b)  The Committee shall determine a Performance Period of not less than 
two nor more than five years.  Performance Periods may overlap and Key 
Employees may participate simultaneously with respect to Performance Shares 
for which different Performance Periods are prescribed.

     (c)  The Committee shall determine the Performance Objectives of Awards 
of Performance Shares.  Performance Objectives may vary from Key Employee to 
Key Employee and between groups of Key Employees and shall be based upon such 
performance criteria or combination of factors as the Committee may deem 
appropriate, including, but not limited to, minimum earnings per share or 
return on equity.  If during the course of a Performance Period there shall 
occur significant events which the Committee expects to have a substantial 
effect on the applicable Performance Objectives during such period, the 
Committee may revise such Performance Objectives.

     (d)  At the beginning of a Performance Period, the Committee shall 
determine for each Key Employee or group of Key Employees the number of 
Performance Shares or the percentage of Performance Shares which shall be 
paid to the Key Employee or member of the group of Key Employees if 
Performance Objectives are met in whole or in part.

     (e)  If a Key Employee terminates with all Participating Companies 
during a Performance Period because of death, Total Disability, or under 
other circumstances where the Committee in its sole discretion finds that a 
waiver would be in the best interests of the Company, that Key Employee may, 
as determined by the Committee, be entitled to an Award of Performance Shares 
at the end of the Performance Period based upon the extent to which the 
Performance Objectives were satisfied at the end of such period and prorated 
for the portion of the Performance Period during which the Key Employee was 
employed by any Participating Company; provided, however, the Committee may 
provide for an earlier payment in settlement of such Performance Shares in 
such amount and under such terms and conditions as the Committee deems 
appropriate or desirable. If a Key Employee terminates service with 

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AMENDED AND RESTATED 1996 CS WIRELESS SYSTEMS, INC. INCENTIVE PLAN      PAGE 5



all Participating Companies during a Performance Period for any other reason, 
then such Key Employee shall not be entitled to any Award with respect to 
that Performance Period unless the Committee shall otherwise determine.

     (f)  Each Award of a Performance Share shall be paid in whole 
shares of Stock, or cash, or a combination of Stock and cash either as a lump 
sum payment or in annual installments, all as the Committee shall determine, 
with payment to commence as soon as practicable after the end of the relevant 
Performance Period.

7.   Restricted Stock

     (a)  Restricted Stock shall be subject to a restriction period (after 
which restrictions will lapse) which shall mean a period commencing on the 
date the Award is granted and ending on such date as the Committee shall 
determine (the "Restriction Period").  The Committee may provide for the 
lapse of restrictions in installments where deemed appropriate.

     (b)  Except when the Committee determines otherwise pursuant to Section 
7(d), if a Key Employee terminates employment with all Participating 
Companies for any reason before the expiration of the Restriction Period, all 
shares of Restricted Stock still subject to restriction shall be forfeited by 
the Key Employee and shall be reacquired by the Company.

     (c)  Except as otherwise provided in this Section 7, no shares of 
Restricted Stock received by a Key Employee shall be sold, exchanged, 
transferred, pledged, hypothecated or otherwise disposed of during the 
Restriction Period.

     (d)  In cases of death or Total Disability or in cases of special 
circumstances, the Committee may, in its sole discretion when it finds that a 
waiver would be in the best interests of the Company, elect to waive any or 
all remaining restrictions with respect to such Key Employee's Restricted 
Stock.

     (e)  The Committee may require, under such terms and conditions as it 
deems appropriate or desirable, that the certificates for Stock delivered 
under the Plan may be held in custody by a bank or other institution, or that 
the Company may itself hold such shares in custody until the Restriction 
Period expires or until restrictions thereon otherwise lapse, and may 
require, as a condition of any Award of Restricted Stock that the Key 
Employee shall have delivered a stock power endorsed in blank relating to the 
Restricted Stock.

     (f)  Nothing in this Section 7 shall preclude a Key Employee from 
exchanging any shares of Restricted Stock subject to the restrictions 
contained herein for any other shares of Stock that are similarly restricted.

     (g)  Subject to Section 7(e) and Section 8, each Key Employee entitled 
to receive Restricted Stock under the Plan shall be issued a certificate for 
the shares of Stock.  Such certificate shall be registered in the name of the 
Key Employee, and shall bear an appropriate legend reciting the terms, 
conditions and restrictions, if any, applicable to such Award and shall be 
subject to appropriate stop transfer orders.

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AMENDED AND RESTATED 1996 CS WIRELESS SYSTEMS, INC. INCENTIVE PLAN      PAGE 6



8.   Certificates for Awards of Stock

     (a)  The Company shall not be required to issue or deliver any 
certificates for shares of Stock prior to (1) the listing of such shares on 
any stock exchange on which the Stock may then be listed and (ii) the 
completion of any registration or qualification of such shares under any 
federal or state law, or any ruling or regulation of any government body 
which the Company shall, in its sole discretion, determine to be necessary or 
advisable.

     (b)  All certificates for shares of Stock delivered under the Plan shall 
also be subject to such stop-transfer orders and other restrictions as the 
Committee may deem advisable under the rules, regulations, and other 
requirements of the Securities and Exchange Commission, any stock exchange 
upon which the Stock is then listed and any applicable federal or state 
securities laws, and the Committee may cause a legend or legends to be placed 
on any such certificates to make appropriate reference to such restrictions.  
The foregoing provisions of this Section 8(b) shall not be effective if and 
to the extent that the shares of Stock delivered under the Plan are covered 
by an effective and current registration statement under the Securities Act 
of 1933, or if and so long as the Committee determines that application of 
such provisions is not required or desirable.  In making such determination, 
the Committee may rely upon an opinion of counsel for the Company.

     (c)  Except for the restrictions on Restricted Stock under Section 7, 
each Key Employee who receives Stock in settlement of an Award of Stock, 
shall have all of the rights of a stockholder with respect to such shares, 
including the right to vote the shares and receive dividends and other 
distributions.  No Key Employee awarded an Option, a Right or Performance 
Share shall have any right as a stockholder with respect to any shares 
covered by his or her Option, Right or Performance Share prior to the date of 
issuance to him or her of a certificate or certificates for such shares.

9.   Beneficiary

     (a)  Each Key Employee shall file with the Company a written designation 
of one or more persons as the Beneficiary who shall be entitled to receive 
the Award, if any, payable under the Plan upon his or her death.  A Key 
Employee may from time-to-time revoke or change his or her Beneficiary 
designation without the consent of any prior Beneficiary by filing a new 
designation with the Company.  The last such designation received by the 
Company shall be controlling; provided, however, that no designation, or 
change or revocation thereof, shall be effective unless received by the 
Company prior to the Key Employee's death, and in no event shall it be 
effective as of a date prior to such receipt.

     (b)  If no such Beneficiary designation is in effect at the time of a 
Key Employee's death, or if no designated Beneficiary survives the Key 
Employee or if such designation conflicts with law, the Key Employee's estate 
shall be entitled to receive the Award, if any, payable under the Plan upon 
his or her death.  If the Committee is in doubt as to the right of any person 
to receive such Award, the Company may retain such Award, without liability 
for any interest thereon, until the Committee determines the rights thereto, 
or the Company may pay such Award into any court of appropriate jurisdiction 
and such payment shall be a complete discharge of the liability of the 
Company therefor.

10.  Administration of the Plan

     (a)  Each member of the Committee shall be a "disinterested person" 
within the meaning of Rule 16b-3 under the Act or successor rule or 
regulation.  No member of the Committee shall be, or shall 

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AMENDED AND RESTATED 1996 CS WIRELESS SYSTEMS, INC. INCENTIVE PLAN      PAGE 7



have been, eligible to receive an Award under the Plan or any other plan 
maintained by any Participating Company to acquire stock, stock options, 
stock appreciation rights, performance shares or restricted stock of a 
Participating Company at any time within the one year immediately preceding 
the member's appointment to the Committee.

     (b)  All decisions, determinations or actions of the Committee made or 
taken pursuant to grants of authority under the Plan shall be made or taken 
in the sole discretion of the Committee and shall be final, conclusive and 
binding on all persons for all purposes.

     (c)  The Committee shall have full power, discretion and authority to 
interpret, construe and administer the Plan and any part thereof, and its 
interpretations and constructions thereof and actions taken thereunder shall 
be, except as otherwise determined by the Board, final, conclusive and 
binding on all persons for all purposes.

     (d)  The Committee's decisions and determinations under the Plan need 
not be uniform and may be made selectively among Key Employees, whether or 
not such Key Employees are similarly situated.

     (e)     The Committee may, in its sole discretion, delegate such of its 
powers as it deems appropriate.

11.  Amendment, Extension or Termination

     The Board may, at any time, amend or terminate the Plan and, 
specifically, may make such modifications to the Plan as it deems necessary 
to avoid the application of Section 162(m) of the Code and the Treasury 
regulations issued thereunder.  However, no amendment shall, without approval 
by a majority of the Company's stockholders, (a) alter the group of persons 
eligible to participate in the Plan, (b) except as provided in Section 12 
increase the maximum number of shares of Stock which are available for Awards 
under the Plan, (c) materially increase the benefits available to persons 
under the Plan, or (d) extend the period during which awards may be granted 
beyond March 27, 2005.  No amendment or termination shall impair the rights 
of any person with respect to a prior Award.

12.  Adjustments in Event of Change in Common Stock

     In the event of any recapitalization, reclassification, split-up or 
consolidation of shares of Stock, or stock dividend, merger or consolidation 
of the Company or sale by the Company of all or a portion of its assets, the 
Committee may make such adjustments in the Stock subject to Awards, including 
Stock subject to purchase by an Option, or the terms, conditions or 
restrictions on Stock or Awards, including the price payable upon the 
exercise of such Option, as the Committee deems equitable.

13.  Miscellaneous

     (a)  Nothing in this Plan or any Award granted hereunder shall confer 
upon any employee any right to continue in the employ of any Participating 
Company or interfere in any way with the right of any Participating Company 
to terminate his or her employment at any time.  No Award payable under the 
Plan shall be deemed salary or compensation for the purpose of computing 
benefits under any employee benefit plan or other arrangement of any 
Participating Company for the benefit of its employees unless the Company 
shall determine otherwise.  No Key Employee shall have any claim to an 

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AMENDED AND RESTATED 1996 CS WIRELESS SYSTEMS, INC. INCENTIVE PLAN      PAGE 8



Award until it is actually granted under the Plan.  To the extent that any 
person acquires a right to receive payments from the Company under this Plan, 
such right shall be no greater than the right of an unsecured general 
creditor of the Company.  All payments to be made hereunder shall be paid 
from the general funds of the Company and no special or separate fund shall 
be established and no segregation of assets shall be made to assure payment 
of such amounts except as provided in Section 7(e) with respect to Restricted 
Stock.

     (b)  The Committee may cause to be made, as a condition precedent to the 
payment of any Award, or otherwise, appropriate arrangements with the Key 
Employee or his or her Beneficiary, for the withholding of any federal, 
state, local or foreign taxes.

     (c)  The Plan and the grant of Awards shall be subject to all applicable 
federal and state laws, rules, and regulations and to such approvals by any 
government or regulatory agency as may be required.

     (d)  The terms of the Plan shall be binding upon the Company and its 
successors and assigns.

     (e)  Captions preceding the sections hereof are inserted solely as a 
matter of convenience and in no way define or limit the scope or intent of 
any provision hereof.

14.  Effective Date, Term of Plan and Stockholder Approval

     The effective date of the Plan shall be February 23, 1996; provided that 
the Plan shall be approved by the Company's stockholders within twelve months 
before or after such date.  No Award shall be granted under this Plan after 
the Plan's termination date.  The Plan's termination date shall be February 
22, 2006.  The Plan will continue in effect for existing Awards as long as 
any such Award is outstanding.

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AMENDED AND RESTATED 1996 CS WIRELESS SYSTEMS, INC. INCENTIVE PLAN      PAGE 9