LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                       KERRVILLE CELLULAR MANAGEMENT, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY



      THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of KERRVILLE

CELLULAR MANAGEMENT, LLC, a Delaware limited liability company (the "Company"),

is entered into and shall be effective as August 9, 2001, by and among the

Company and Kerrville Cellular, Inc. (the "Member"), as the sole member and

manager of the Company, and all other persons who hereafter become a member or

manager of the Company, all in accordance with and pursuant to the Delaware

Limited Liability Company Act, 6 Del. C. Section 18-101 et seq., as amended

(the "Act").



                                    RECITALS



      C. R. Weinheimer (the "Organizer"), acting in the capacity of "authorized

person" under the Act, caused the Company to be organized on August 9, 2001,

when the filing of a duly executed Certificate of Formation for the Company by

the Delaware Secretary of State became effective. The Member has agreed to

continue the Company under the terms and conditions of this Agreement. It is the

intention of the undersigned that the Company be disregarded for federal, state

and foreign tax purposes for so long as the Company has only one member;

provided however, the separate identity of the Company from that of the Member

shall be respected for all other purposes.



      NOW, THEREFORE, in consideration of the mutual promises made herein and

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto, intending to be legally bound, agree as

follows:



                                    ARTICLE I

                               GENERAL PROVISIONS



      1.1 Purpose. The purpose of the Company is to engage in any lawful act or

activity for which a limited liability company may be formed under the Act.



      1.2 Member. The Member is the sole member of the Company and hereby

ratifies all actions heretofore taken by the Organizer in organizing the

Company.



      1.3 Place of Business. The principal place of business of the Company

shall be located in the State of Delaware. The Member may change the principal

place of business of the Company to any other place and establish or close other

offices and places of business.



      1.4 Duration. The existence of the Company commenced on the effective date

of the filing of the Articles of Organization of the Company and shall continue

until the Company is dissolved and its affairs are wound up in accordance with

Section 4.4 below.



      1.5 Title to Property. The Company shall hold all property (real,

personal, tangible, and intangible) owned from time to time by the Company as a

result of capital contributions (as



{PAGE}



contemplated in Section 3.1 below), operations or otherwise, in the name of the

Company and not in the name of any Member.



      1.6 Limited Liability. The Member shall not be bound by, or be personally

liable for, the debts, obligations or liabilities of the Company, except as, and

to the extent that, the Member expressly agrees otherwise in writing. In

furtherance of the foregoing, in no event shall the Member be liable with

respect to, or be required to contribute capital to restore, a negative or

deficit balance in the Member's capital account, if any, upon the dissolution or

liquidation of either the Company or the Member's membership interest in the

Company, or at any other time, except to the extent the Member expressly agrees

thereto in writing to the Company.



                                   ARTICLE II

                                   MANAGEMENT



      2.1 Management. By virtue of its status as a member, the Member shall be a

manager (within the meaning of the Act) of the Company, vested with the

exclusive control of the management of the business and affairs of the Company.

All power and- authority of the Company shall be exercised by, or under the

direction and control of, the Member in a manner consistent with this Agreement

and the Act. The Member may use the title of manager when transacting business

on behalf of the Company in accordance with this Agreement.



      2.2 Officers. The Member may appoint from time to time one or more

officers of the Company with such titles, powers, duties, compensation and other

terms as the Member may determine to be necessary or appropriate. Any such

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