LIMITED PARTNERSHIP AGREEMENT





                                       FOR





                             HARPER TELEPHONE, L.P.



                           A TEXAS LIMITED PARTNERSHIP





                                   DATED AS OF





                                DECEMBER 31, 2002

{PAGE}

                          LIMITED PARTNERSHIP AGREEMENT

                                       OF

                             HARPER TELEPHONE, L.P.



                              TRANSFER RESTRICTIONS



THE LIMITED PARTNERSHIP INTERESTS IN HARPER TELEPHONE, L.P. (THE "INTERESTS")

ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET

FORTH IN THIS AGREEMENT. THE INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT AND

HAVE NOT BEEN REGISTERED UNDER (i) THE SECURITIES LAWS OF THE STATE OF TEXAS

(THE "TEXAS ACT"), (ii) ANY OTHER STATE SECURITIES LAWS, OR (iii) THE UNITED

STATES SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"). NEITHER THE

INTERESTS NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED,

SOLD, ASSIGNED, OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND

CONDITIONS OF THIS AGREEMENT AND (1) PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE TEXAS ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM

REGISTRATION UNDER THE TEXAS ACT OR WHICH IS OTHERWISE IN COMPLIANCE WITH THE

TEXAS ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY OTHER

APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM

REGISTRATION UNDER ANY SUCH SECURITIES LAWS OR WHICH IS OTHERWISE IN COMPLIANCE

WITH SUCH SECURITIES LAWS, AND (3) PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE FEDERAL ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM

REGISTRATION UNDER THE FEDERAL ACT OR WHICH IS OTHERWISE IN COMPLIANCE WITH THE

FEDERAL ACT.



                  (Remainder of page intentionally left blank)

{PAGE}

                        LIMITED PARTNERSHIP AGREEMENT OF



                             HARPER TELEPHONE, L.P.

                           A TEXAS LIMITED PARTNERSHIP



      THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is made and entered

into as of December 31, 2002, by and among KERRVILLE COMMUNICATIONS MANAGEMENT,

LLC, a Delaware limited liability company ("KCM"), as sole general partner, and

KERRVILLE COMMUNICATIONS ENTERPRISES, LLC, a Delaware limited liability company

("KCE"), as a limited partner.



                              W I T N E S S E T H:



      WHEREAS, the KCM and KCE hereto desire to form a limited partnership under

the provisions of the Texas Revised Limited Partnership Act as enacted in the

State of Texas ("Act") for the purposes hereinafter described; and



      WHEREAS, KCM and KCE desire to set forth herein their respective rights,

duties and responsibilities with respect to the Partnership;



      NOW, THEREFORE, inconsideration of the premises hereof, and of the mutual

promises, obligations and agreements contained herein, the parties hereto,

intending to be legally bound, do hereby agree as follows:



                                   ARTICLE 1



                                   DEFINITIONS



      Section 1.1 Defined Terms



      For the purposes of this Agreement, the following defined terms shall have

the meanings ascribed thereto:



      "AGREEMENT" OR "PARTNERSHIP AGREEMENT" means this Limited Partnership

Agreement.



      "APPROVE," "APPROVED" OR "APPROVAL" refers to, as to the subject matter

thereof, an .express approval contained in a written statement signed by the

appropriate parties as provided in this Agreement.



      "CAPITAL CONTRIBUTIONS" means the aggregate and additional contributions

to the capital of the Partnership made by each Partner.



      "ENTITY" means any corporation, venture (general or limited), limited

partnership, limited liability company, association, joint stock company, trust

or other business entity or organization.



      "FEDERAL ACT" means the Federal Securities Act of 1933, as amended, and

the Federal Securities Exchange Act of 1934, as amended, and all regulations

promulgated under either of them.

{PAGE}

      "GENERAL PARTNER" means KERRVILLE COMMUNICATIONS MANAGEMENT, LLC, a

Delaware limited liability company, and its permitted successors and assigns.



      "I.R.C" means the Internal Revenue Code of 1986, Title 26 of the United

States Code, as the same may now or hereafter be amended.



      "LIMITED PARTNER" means KERRVILLE COMMUNICATIONS ENTERPRISES, LLC, a

Delaware limited liability company, and its permitted successors and assigns.



      "NET CASH FLOW" means all cash receipts received during such period and

derived from the operation of the Partnership, minus (i) all costs and expenses

of the Partnership paid during such period (other than depreciation or other

similar noncash expenses) including, without limitation, debt service on any

loan or debt obligation of the Partnership, and minus (ii) any other cash

expenditures made by the Partnership as permitted or required under the terms of

this Agreement during such period, and minus (iii) any taxes required to be paid

by the Partnership to any governmental entity, and minus (iv) funds paid into

any reserve accounts required during such period for the establishment of or

addition to such reserves as the General Partner shall reasonably deem necessary

or appropriate for the proper operation of the business of the Partnership.



      "NOTICE" means a written advice or notification required or permitted by

this Agreement, given in the manner provided in Section 8.1.



      "PARTNER LOAN" means a loan to the Partnership by one or more Partners

pursuant to Section 3.3.



      "PARTNERS" means the General Partner and the Limited Partner and such

other Partners as may be admitted to the Partnership from time to time pursuant

to the terms hereof.



      "PARTNERSHIP" means HARPER TELEPHONE, LP a Texas limited partnership,

formed under the Act pursuant to the terms hereof for the limited purposes and

scope set forth herein.

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