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<page> Jack W. Matz, Jr. Paul R. Miller C/O SA Telecommunications, Inc. 1600 Promenade Center, 15th Floor Richardson, Texas 75080 May 20, 1997 Compensation Committee Board of Directors SA Telecommunications, Inc. 1600 Promenade Center, 15th Floor Richardson, Texas 75080 Gentlemen: Pleas Be Advised That We Desire to Waive Any Bonus Compensation Determinable by Reference to EBITDA (Earnings (Loss) of the Company and Its Consolidated Subsidiaries Determined in Accordance With Gaap Before Interest, Taxes, Depreciation, Amortization, Nonrecurring Items, and Other Income (Expense) and Including Certain Cash Bonuses Paid) Pursuant to the Terms of Our Employment Agreements. Very Truly Yours, /S/ Jack W. Matz, Jr. Jack W. Matz, Jr. /S/ Paul R. Miller Paul R. Miller
