Exhibit 10.15

Consolidation Agreement

This Agreement, dated as of December 30, 2002 by and between Wireless Billing Systems d.b.a. Primal Billing Solutions ("PBS") and Metrocall, Inc.
("MCLL"), hereinafter known as the "Consolidation Agreement." This Consolidation Agreement replaces any former Consolidation or Program Agreements.

WHEREAS,the parties entered into a Master Software License Agreement dated July 20, 1992, and its related Exhibits (the "License")
which are made a part hereof, for the use of PBS's CRM System Software;

WHEREAS,the parties entered into an assignment of the License Agreement on February 3, 1999 from Subscriber
Computing, Inc., the predecessor to PBS and original party to the License Agreement, to PBS.

WHEREAS,MCLL desires to consolidate its operations onto a single baseline paging and wireless messaging billing system, titled,
Communications Resource Manager ("CRM") system as defined in Exhibit A, and have access to certain aspects of the CRM system to be able to provide effective use of CRM for all of its
operations;

WHEREAS,MCLL desires during the term of this Agreement to upgrade from CRM to PBS's Connect CCB® billing system and add PBS's
Connect RTR and Connect EBP&P software products (as defined in Exhibit B, and along with CRM, collectively referred to as the "Programs") to this Agreement and the
License Agreement;

WHEREAS,PBS desires to implement the upgrade to PBS's Connect CCB® billing system and provide MCLL with the services, limited
access and expanded License to accomplish such program;

WHEREAS,PBS has converted and updated several MCLL properties and locations to CRM and has plans to continue such conversions and
updates, as requested by MCLL;

NOW THEREFORE,in consideration of the promises, as well as the obligations made and undertaken herein, the parties hereto, intending to
be legally bound, do hereby covenant and agree as follows:

TERM OF PROGRAM AGREEMENT

1.1  Subject
to its right of termination pursuant to the License or this Agreement, MCLL will, for the term of three (3) years from December 31, 2002 (the
"Initial Term"), continue to use PBS's services and PBS's Programs or their successors (at a License Fee defined in Section 4), as the billing, rating, and EBP&P systems for MCLL Paging
Properties under the terms of the License, except as modified herein, provided however, that in the event of a conflict between the terms of this Consolidation Agreement and the License, the terms of
this Consolidation Agreement shall prevail. All other terms in the License shall remain in full force and effect. Following the expiration of the Initial Term, during which MCLL will continue to
license PBS's Programs, this Consolidation Agreement shall continue in full force and effect until it is terminated by either party upon not less than six (6) months prior written notice. For
the purposes of application of the License, the "Programs" and "Custom Software" as defined herein shall constitute "Programs" under the License.

GRANT OF LICENSE

2.1  PBS
grants to MCLL a license (under the terms and conditions of the License and this Consolidation Agreement) to use the Programs and the Documentation for the Programs,
including

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without limitation timely and appropriate open access to any available documentation for the proprietary CRM database licensed to MCLL, including file structures, data elements, PBS's information
regarding the relationships between data elements within the CRM (collectively referred to as "File Layouts"), and other such documentation, information or intellectual property as reasonably
necessary or appropriate in connection with MCLL's use of the Programs or as otherwise mutually
agreed upon by MCLL and PBS. The license granted hereunder shall extend to customers of MCLL and their respective end-users, subject to Section 2.3 hereof.

2.2  PBS
grants to MCLL the License (under the terms and conditions of the License) to use copies of Connect CCB, Connect RTR, and Connect EBP&P, in object code in executable
form only, solely at the location(s) specified in the License or any supplements thereto with respect to such Program for MCLL's data processing needs, (ii) to use copies of the
Documentation solely for use in connection with the use of the Programs authorized hereunder and in the License, and (iii) to use Connect RTR and Connect EBP&P only in connection with Connect
CCB.

2.3  Subject
to the terms and conditions of this Agreement and the License, and specifically Sections 13.4 and 13.6, Primal grants to Metrocall, the
non-exclusive, non-sub-licensable, non-transferable right to bundle the Programs with its current software or services offerings and use the bundled
Programs to provide managed data processing services to MCLL's customers and such customers' end users (hereinafter, MCLL's customers and such customers end users shall
be referred to collectively as "MCLL Customers") on a service bureau basis. For purposes of clarification, this limited license specifically prohibits Metrocall from (i) reselling or otherwise
sublicensing the Programs to any third party, (ii) engaging in any OEM transactions with respect to any portion of the Programs, and (iii) modifying any item that is subject to the
Intellectual Property Rights of Primal or making any use of such Intellectual Property Rights beyond the scope of the limited license granted herein.

TITLE TO MATERIALS

3.1  All
rights, title and interest in and to the Programs, File Layouts and API's, including the media on which the same is furnished, is and shall remain with PBS. MCLL
acknowledges that no rights, title, or interest in or to the File Layouts, API's or Programs is granted under this Consolidation Agreement and no such assertion shall be made by MCLL. MCLL is granted
only limited rights to use and have access to the Programs, Documentation, and information concerning the File Layouts, API's and Programs as set forth herein.

3.2  All
rights, title and interest in and to any modifications, improvements, enhancements or maintenance modifications ("Modifications") made by PBS to the Programs shall
be and remain with PBS. MCLL shall treat all such modifications in accordance with the terms of this Consolidation Agreement and the License.

3.3  PBS
will obtain no rights to, nor assert no rights in, any MCLL data or any MCLL Customer data, processed by the Programs or by any modification thereto, which shall
constitute Confidential Information of MCLL for the purposes of this Consolidation Agreement and the License.

FEE

4.1Base License Fee.In consideration of the License and services granted hereunder and other support to be
provided by PBS as set forth herein, MCLL shall pay PBS a minimum annual Base License Fee of $2,004,800 (2,800,000 subscriber units × 0.1790 quarterly per unit rate), or
$167,066.67 per month "Monthly Base Fee," plus an Incremental License Fee as defined in Section 4.2. Should the number of subscribers exceed 5,000,000, the minimum annual Base License Fee and
associated Monthly Base Fee shall be adjusted according to Schedule 4.3. The Base License Fee is due and payable in advance of the first day of each month.

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In
addition to the already-installed DOS/Windows CRM, PBS will provide to MCLL during the term of the Consolidation Agreement, when requested by MCLL, the following additional Programs
and Services:



Excluded
are the following Products and Services:



4.2Incremental License Fee (Quarterly "True Up")During the term of the agreement. MCLL may add subscriber
units to the Programs (specifically CRM or ConnectCCB) in excess of 2,800,000 units. If the number of units exceeds 2,800,000 using the method specified in section 4.6, MCLL shall pay an
Incremental License Fee according to Schedule 4.2, using the following formula:

Incremental
License Fee = (Quarterly Per Unit Rate in Schedule 4.2 times Actual Unit Count defined in Section 4.6) minus (Monthly Base Fee times 3.)

Schedule 4.2,
Subscriber Unit Volume Rate, Quarterly Incremental Per Unit

Begin Range

End Range

Quarterly Per Unit Rate0

2,800,000

Included in Annual Fee Section 4.12,800,000

3,000,000

0.17903,000,001

3,500,000

0.17153,500,001

4,000,000

0.16404,000,001

4,500,000

0.15654,500,001

5,000,000

0.14905,000,001

Unlimited

0.1415


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The
Incremental License Fee is due and payable net thirty (30) days from invoice.

Example 1.In the second month of a fiscal quarter, AIRCNT determines all three sites have a combined unit count of 4,200,000
active subscribers on billing. Using the formula, the total license fee for the quarter would be $657,300.00 (4,200,000 units × .1565). The Incremental License Fee due would
be $156,100 ($657,300 - [167,066.67 × 3]).

4.3Base License Fee CalculationDuring the term of the Agreement, MCLL may increase the number of subscriber
units. Should the unit count remain below 5,000,000 subscriber units, the Monthly Base Fee shall remain $167,066.67. As determined according to Section 4.6, if the number of subscriber units
exceed 5,000,000 at the end of the quarter, the Monthly Base Fee shall be increased and paid according to Schedule 4.3 beginning the first month of the following quarter according to the
payment terms in Section 4.1.

Schedule 4.3,
Monthly Base Fee Adjustment

Begin Range

End Range

Annual Base Fee

Monthly Base Fee0

5,000,000

$
2,004,800

$
167,066.675,000,001

6,000,000


2,830,000


235,833.336,000,001

7,000,000


3,396,000


283,000.007,000,001

8,000,000


3,962,000


330,166.678,000,001

9,000,000


4,528,000


377,333.339,000,001

10,000,000


5,094,000


424,500.0010,000,001

11,000,000


5,660,000


471,666.6711,000,001

12,000,000


6,226,000


518,833.3312,000,001

Unlimited


6,792,000


566,000.00


Example 2.Same assumptions as Example 1, except the unit count is 11,500,000 subscriber units. The new monthly Base Fee
would be $518,833.33 according to Schedule 4.3. Additionally, using the formula defined in Section 4.2, the total license fee for the quarter would be $1,627,250.00 (11,500,000
units × .1415). The Incremental License Fee would be $1,126,050 ($1,627,250 - [167,066.67 × 3]).

4.4Credits Not AppliedAmounts paid to PBS hereunder shall not be applied toward or credited against amounts
owed to PBS under any other Agreement between the parties.

4.5TaxesThe Fees specified herein are exclusive of any federal, state or local excise, sales, use and similar
taxes assessed or imposed with respect to the Programs licensed and Services provided hereunder on behalf of MCLL. MCLL shall pay any such amounts upon request of PBS accompanied by evidence of
imposition of such taxes.

4.6Calculating Number of UnitsThe actual number of units on the system (active units) used herein shall be
defined as Unique Subscriber Units found concurrently in three CRM/Connect CCB files, EQUIP.DAT, PHONE.DAT and BILLING.DAT. Should subsequent releases of CRM/Connect CCB rename any of these file
names, the new file names shall be used to calculate active number of units on the system. Primal has developed and delivered the process (AIRCNT) to measure the number of units. PBS may direct MCLL
to execute AIRCNT in the second month of each fiscal quarter, if the number of estimated subscriber units approaches or exceeds 2,800,000.

DEDICATED SUPPORT

5.1Minimum Number of Team Members.The composition, skill set, titles and minimum quantity of members on the
Dedicated Team are shown in Table 5.1. The services of these staff members are included in the Dedicated Team Fee amount.

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Table
5.1Composition of the Dedicated Team

Title

2003
Minimum

2004
Minimum

2005
MinimumProgram/Project Manager

1

1

1Technical Personnel (Developer)

9

7

5Quality Assurance Specialist

1

1

1


5.2Dedicated Team Fee.The number of Dedicated Team personnel will remain at eleven for the duration of the
Agreement. Metrocall will have the option, at its sole discretion, to reduce the size of the dedicated team, however, this option can only be exercised by Metrocall in the event that the number of
subscribers utilizing the "Programs" who are not one-way or two-way paging subscribers is less than 20,000 on October 1, 2003, and less than 50,000 on October 1,
2004. For purposes of clarity, the maximum reduction in number of Dedicated Team members in calendar year 2004 is two (2), and in 2005 is two (2). Metrocall must direct PBS, in writing, according to
Table 5.2.1 if Metrocall wishes to exercise the option to reduce the size of the Dedicated Team.

Table
5.2.1Notification Schedule

Calendar Year

Notification2003

NA2004

October 1, 20032005

October 1, 2004


Should
Metrocall reduce the number of Dedicated Team members per Table 5.2.1, the fee shall be according to Table 5.2.2. The Dedicated Team Fee is due and payable in advance on the first
day of each month.

Table
5.2.2Dedicated Team Monthly Billing Rate

Number of Dedicated Team

2003 Monthly
Rate

2004 Monthly
Rate

2005 Monthly
Rate11

$
160,415

$
164,425

$
168,53610


NA


156,093


160,2039


NA


147,759


151,8708


NA


NA


145,5377


NA


NA


135,203


5.3Customer Support.Customer Support shall be provided through PBS's help desk facility. The level and quality
of customer Support shall adhere to the service level standards specified in Exhibit E, Service Level Agreement (SLA). In addition to normal day shift responsibilities, at least one member of
the Dedicated Team will be on-call to provide off-hour, emergency support (major operations crisis) weeknights and weekends on a rotating timetable. All compensation and
expenses for this support from the Dedicated Team is included in the Dedicated Team Fee.

5.4Adding Staff.MCLL shall have the option of supplementing the existing Dedicated Team with additional staff
defined in section 5.1 or other technical specialists or administrative personnel. Within sixty (60) days of written notice to proceed, PBS shall internally or externally recruit and
fulfill with qualified personnel and make their services available to MCLL, and as mutually agreed by MCLL and PBS, such personnel will be billable following a 30-day training period.
Added personnel shall be assigned to the Dedicated Team for a minimum of nine months and shall be billed at PBS's then-current monthly billing rate.

5.5On-Call Duty.Each Dedicated Team member shall carry a pager provided by PBS during normal
business hours. In contrast to emergency support specified in Exhibit E, Service Level Agreement (SLA), MCLL may request off-hour, overtime availability of the Dedicated Team to

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expedite or accelerate non-emergency, project deliverables, as mutually agreeable between the parties. Any hours worked which exceed eight (8) hours per day and five
(5) days per week for each or any of its Dedicated Team will be billable at $150/hour.

5.6Staff Changes.Periodically during the term of this Consolidation Agreement, MCLL or PBS may supplant
individuals on the Dedicated Team. MCLL shall have the right to request a change in the person assigned to the Dedicated Team if, in MCLL's reasonable determination, such Dedicated Team
member is not performing satisfactorily. Staff changes will be handled using the process below:



From
time to time, PBS shall have the option of replacing members of the Dedicated Team with qualified personnel, using the process described in section 5.3. Reasons for replacing
members include employee termination or member's request for career advancement opportunities within PBS.

5.7Time-Off Pay for Dedicated Team Members.MCLL acknowledges and agrees that each Dedicated Person
shall be entitled to vacation time and sick leave, all standard PBS-recognized holidays, and personal day(s), and that there shall be no abatement of any Dedicated Team Fees payable for
such Dedicated Person during such time. All salaries and benefits for the Dedicated Team will be PBS's obligation. Table 5.7 details PBS's current time-off policy, and will be used for
this Agreement, unless otherwise amended:

Table
5.7PBS's Current Time-Off Policy (Days Per Year)

Years of Service

Vacation

Sick Leave

Personal Day

HolidaysUp to 5

10

6

1

95 to 9

15

6

1

910 or More

20

6

1

9


5.8Billable Travel Expenses.All travel expenses incurred by PBS under this Consolidation Agreement shall be
pre-approved and reimbursable by MCLL, to PBS in accordance with PBS's current Travel and Expense Policies, attached as Exhibit F. These expenses will be consistent with
MCLL's existing or modified Travel and Expense Policies, and be reasonably and adequately documented.

CUSTOM SOFTWARE

6.1Requests for Custom Software.All requests for custom software shall be made and incorporated into this
Agreement as Work Order Addendum's. Unless otherwise specified in Exhibit G, Work Order Addendum, the terms and conditions of the Consolidated Agreement shall prevail.

6.2Dedicated Team Skills.The Fee in Section 4.1(2) includes several PBS Programs. MCLL may request
modifications to these Programs, and if such modifications can be accomplished using the existing skill-set of the Dedicated Team, PBS will modify the Programs using the Dedicated Team.
But if (1) the modifications require skills outside the Dedicated Team, or (2) the maintenance of such Programs require skills outside the Dedicated Team, such Custom Software's scope of
work, implementation schedule and fees are excluded from the Fees in Section 4 and will be executed according to Table 6.3, Project Process for Custom Software.

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6.3Process for Requesting Custom.Software to effect projects, features, enhancements, modifications and
significant bug fixes outside the scope of the Dedicated Team, PBS and MCLL shall execute these projects using the following process:

Table
6.3Project Process for Custom Software

|     |  |                                  |  |                                                                                                                                                                                     |  |            
|---- |  | -------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|Step |  | Description                      |  | Action Items and Deliverables                                                                                                                                                       |  | Responsible
|1    |  | Determine a project need         |  | E-mail or meeting notes or conference call between PBS and MCLL defines the issue and the approximate project scope                                                                 |  | MCLL or PBS
|2    |  | Provide a preliminary analysis   |  | Develop white paper with statement of work (function point analysis), cost to produce technical specification, rough order-of-magnitude project cost estimate, and project schedule |  | PBS        
|3    |  | White paper sign-off             |  | Metrocall agrees to proceed with functional/technical specification                                                                                                                 |  | MCLL       
|4    |  | Develop specification            |  | Detailed functional definition and description of proposed changes to existing software, and impact to MCLL                                                                         |  | PBS        
|5    |  | Technical specification approval |  | Metrocall agrees to proceed                                                                                                                                                         |  | MCLL       
|6    |  | PBS Quality Assurance            |  | PBS Quality Assurance receives and, according to existing, established procedures, tests the software module(s)                                                                     |  | PBS        
|7    |  | Pre-Production QA                |  | After PBS QA, but prior to delivery to MCLL, PBS performs a second QA testing process, in the environment described in Section 6.4.                                                 |  | PBS        
|8    |  | Software delivery                |  | After pre-production QA, software module(s) delivered to MCLL                                                                                                                       |  | PBS        
|9    |  | Project sign-off                 |  | Metrocall tests and implements software in test or production environment, and agrees with software acceptance form                                                                 |  | MCLL       

6.4Pre-Production Environment.During the term of this agreement, MCLL shall designate a mutually
acceptable location to install sufficient hardware and supporting software to establish a Pre-production Test Environment which essentially duplicates significant portions of
MCLL's production environment in Alexandria. This facility's primary function is to assure MCLL that the Programs released from PBS has been 1) functionally tested and
2) deemed installable and operates as specified in the functional and technical specifications. The cost to procure, install and test this Pre-production Test Environment shall be
borne by MCLL. PBS shall integrate this facility into its testing process per Table 6.3.

6.5Project Sign-Off/Acceptance of Custom Software.After PBS delivers updated Custom Software
modules from the pre-production process and provides written evidence thereof, MCLL shall begin immediate testing for a period not to exceed sixty (60) days. Such modules shall be
deemed accepted when either of the following conditions occur.



In
the event MCLL uncovers anomalies in the Custom Software modules which precludes MCLL from providing formal acceptance, MCLL and Primal will use their best efforts to expeditiously
resolve these anomalies and final acceptance will be withheld until the cure is implemented.

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6.6Project Payment Schedule.The project process defined in Table 6.3 details the description, action items and
deliverables for Custom Software. Progress Payments are detailed in Schedule 6.6 below.

Schedule 6.6Progress
Payment Schedule

|Step from
Table 6.3 |  | Deliverable                                                                           |  | Payment                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------- |  | ------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3                   |  | White paper sign-off. MCLL agrees to proceed with functional/Technical specification. |  | 50% of the cost to produce the technical specification, as specified in the ROM estimate                                                                                                                                                                                                                                                                                                                
|5                   |  | Technical specification approval. MCLL agrees to proceed.                             |  | 1. Second 50% of the cost to produce the technical specification, but no later than 30 days of its delivery.                                                                                                                                                                                                                                                                                            
|                    |  |                                                                                       |  | 2. First 50% of the estimated development costs after the technical specification is approved and MCLL agrees to proceed with development effort.                                                                                                                                                                                                                                                       
|9                   |  | Project sign-off.                                                                     |  | Second 50% of the development costs, upon MCLL acceptance, but no later than 60 days from Custom Software delivery. In the event MCLL uncovers anomalies in the Custom Software modules which precludes MCLL from providing
formal acceptance, MCLL and Primal will use their best efforts to expeditiously resolve these anomalies and final acceptance will be withheld until the cure is implemented.

MAINTENANCE

7.1  Custom
Software and third-party software implemented prior to the date of this Consolidation Agreement are subject to Maintenance at the rate of $13,621.50 per month.

7.2  During
the term of this Consolidation Agreement, Maintenance Fees shall mean those fees charged specifically for Custom Software at the annual rate of 18% of the Custom
Development Fees for such software.

7.3  The
Maintenance fee shall be due and payable in advance of the first day of each month, beginning the first month following Project Sign-off,
Section 6.5. For all subsequent months remaining in the Consolidated Agreement, Maintenance fees will be detailed separately and billed concurrently with the Fees in Section 4.

7.4  Third-party
software implemented after the date of this Consolidation Agreement will be subject to maintenance per the terms and conditions defined by the third-party
software provider.

CONVERSIONS AND UPGRADES

8.1CRM/Connect CCB/Oracle. Upgrading CRM/Connect CCB to Oracle or other database is outside the terms of this Consolidated
Agreement.

8.2  MCLL
may acquire other paging and wireless messaging properties and migrate those systems to the Programs. As directed by MCLL, such conversion efforts may be
accomplished by the Dedicated Team, whose fees are included in Section 5, Dedicated Team.

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8.3  As
directed and pre-approved by MCLL, travel and expenses related to conversions and upgrades are billable per Section 5.8. Such expenses include but
are not limited to freight charges to ship servers and documentation to/from MCLL sites, airfare, hotel accommodations, meals, tips, ground transportation, laundry (if more than 5 consecutive days)
and telecommunications.

ASSIGNMENT

9.1  The
rights and obligations of either party under this Consolidation Agreement cannot be transferred, assigned, or sublicensed to a third party, without the prior written
consent of the other party, which shall not be unreasonably withheld or delayed; provided, however, and notwithstanding anything else to the contrary contained anywhere in this Consolidation
Agreement, that an assignment by either party of its rights and/or obligations hereunder to any third party acquiring such party by merger, takeover,
amalgamation, or reorganization with a parent or subsidiary, or acquiring all or substantially all of such party's assets shall not require the written consent of the other party.

TERMINATION

10.1  The
parties hereto shall have the following options to terminate this Consolidation Agreement:



ESCROW

11.1  PBS
agrees to make Source Code and Documentation Deposits in accordance with the Escrow Agreement attached hereto as Exhibit H, and incorporated herein by this
reference.

SECURITY PRECAUTIONS

12.1  In
addition to the requirements set forth in the License, MCLL and PBS shall implement adequate and effective measure to protect and avoid compromising or improperly
utilizing the intellectual property rights of or confidential information relating to the other party's proprietary information. No release or disclosure of either organization's intellectual property
rights or confidential information shall be permitted without the express and written consent of an authorized representative of the other party. MCLL will provide to PBS and update promptly as
necessary, a list of each person to whom access to the CRM database File Layouts has been given and will ensure that each such person shall have signed an appropriate Non-Disclosure
Agreement.

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MISCELLANEOUS

13.1  Except
as and to the extent required by law, for a period of five (5) years from the date hereof, MCLL and PBS will not disclose or use, and will direct their
representatives and agents not to disclose or use to the detriment of the other party, any "Confidential or Proprietary Information" (as defined below) with respect to MCLL or PBS furnished by either
party or their respective representatives and agents at any time or in any manner other than as may be required in connection with the negotiation of the Consolidation Agreement. For this purpose,
"Confidential or Proprietary Information" means any information about MCLL or PBS and their intellectual property which is stamped "confidential" or "proprietary" or is identified in writing by the
party providing such information as "confidential" or "proprietary," unless (1) such information is already known to others not bound by a duty of confidentiality or such information becomes
publicly available through no fault of the receiving party or its representatives or agents, or (2) the furnishing or disclosure of such information is required by law or court proceeding. If
for any reason the transactions contemplated hereby are not consummated, each party will, upon request by the other party, promptly return to the requesting party's representatives, all records and
information received from and concerning the requesting party, without retaining any copies thereof.

13.2  MCLL
and PBS will not attempt to recruit, hire, refer or in any other way intentionally encourage or influence the employees or consultants of the other party to leave
their current position of employment without written authorization from the other party, for the term of this Consolidation Agreement, plus one (1) year.

13.3  MCLL
retains the right to use any information which is retained in the unaided memories of its employees (including ideas, concepts or know-how contained in
any PBS Confidential Information) in the development, manufacture, marketing, and maintenance of products and services or for any purpose that does not violate MCLL's
non-disclosure obligations to PBS or other obligations as set forth in this Consolidation Agreement, nor any PBS patents, trademarks, or copyrights.

13.4  MCLL
agrees that, during the term of this Consolidation Agreement and for a period ending two (2) years after its termination or expiration, except where
termination is by MCLL for cause, MCLL will not compete with PBS in the business of licensing, developing and maintaining billing, rating, and presentment software.

13.5  PBS
agrees to waive the right to a transfer fee payment by MCLL to PBS in the event of an assignment, as stated in Section 12 of the License Agreement.

13.6  MCLL
acknowledges that its agreements with MCLL Customers shall contain a disclaimer of liability, reasonably acceptable to PBS, with respect to third party software
contained in any MCLL service provided to such customers. In addition, MCLL agrees that its agreements with MCLL Customers shall contain restrictions on use of the Programs and Documentation at least
as restrictive as those contained in the License and Consolidation Agreement.

13.7  PBS
hereby represents and warrants that it owns the necessary right, title and interest in and to the Programs and Documentation to grant the licenses granted hereunder
and under the License.

13.8  The
parties agree that the terms and conditions of this Consolidation Agreement and all Exhibits hereto, including without limitation the Escrow Agreement, are the
result of negotiations between the parties and that shall not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the
preparation of this Agreement. Each party hereto acknowledges that it has had the opportunity to seek and obtain legal counsel in connection with the preparation, execution and delivery of this
Agreement, and any election by a party not to seek and obtain legal counsel shall be at its sole risk and liability.

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13.9  MCLL
agrees to defend, indemnify, and hold harmless PBS and its affiliates and each of their respective shareholders, directors, officers, successors, and assigns from
any and all loss, cost, liability, and expense (including reasonable attorneys' and experts' fees) arising from or relating to (i) any breach by MCLL of this Agreement, or (iii) any
claim, action, or demand (a "Claim") related to (a) MCLL's services, including, without limitation, any and all MCLL Customer claims, liabilities, losses, damages, and causes of
action relating to any failure by MCLL to provide its services, (b) any representations, claims, or statements by MCLL related to promotion or distribution of MCLL's services,
including,
without limitation, providing unauthorized representations or warranties to MCLL Customers regarding such services, or (c) the negligence or willful misconduct of MCLL in the performance or
nonperformance by MCLL of services for any MCLL Customer.

13.10  PBS
shall have the right upon reasonable notice, at its expense, to direct an independent accounting firm to conduct, during normal business hours on
MCLL's premises under MCLL's supervision and without unreasonable disturbance to MCLL's business, an audit of the appropriate records of MCLL to verify
(i) the number of copies of the Software in use, (ii) the computer systems on which such copies are installed (iii) the number of Subscribers and (iv) the number of call
detail records.

IN
WITNESS WHEREOF, the parties have each caused this Agreement to be executed by their duly authorized officers as of the date(s) set forth below.

WIRELESS
BILLING SYSTEMS d/b/a PRIMAL METROCALL, INC. BILLING SOLUTIONS

|By:    | /s/ William Salway |  | By:    | /s/ Robert Pawa                       
|------ | ------------------ |  | ------ | --------------------------------------
|Title: | President, CEO     |  | Title: | Sr. Vice President Information Systems
|Date:  | 1/2/03             |  | Date:  | 12/30/02                              

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EXHIBIT A

COMMUNICATIONS RESOURCE MANAGER
DOS/WINDOWS VERSION, AS DELIVERED
PRODUCT DESCRIPTION

INVENTORY
CONTROL



BILLING



INVOICING



CRM
ENHANCEMENTS



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EXHIBIT B

CONNECT CCB
A COMMUNICATIONS RESOURCE MANAGER UPGRADE (PROPOSED)
UNIX/NT VERSIONS
PRODUCT DESCRIPTION

ORDERS
PROCESSING



INVENTORY
CONTROL



BILLING



OTHER
FEATURES



INTERFACES
TO OTHER PBS SOFTWARE PRODUCTS



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EXHIBIT B

CONNECT RTR
REAL TIME RATER
PRODUCT DESCRIPTION

FUNCTION



RATING
ENGINE



RATER
DATA CLIENT



RATING
CLIENT



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EXHIBIT B

CONNECT EBP&P
ELECTRONIC BILL PRESENTMENT AND PAYMENT
PRODUCT DESCRIPTION

FUNCTION



BILL
PRESENTMENT



BILL
PAYMENT



SYSTEM
ADMINISTRATION



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EXHIBIT C

[INTENTIONALLY LEFT BLANK]

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EXHIBIT D

REQUIRED THIRD-PARTY SOFTWARE PRODUCTS
TO SUPPORT
PRIMAL PROGRAMS

Table C-1 summarizes the third-party software products required to execute Primal Programs as of December 2002..

Table C-1 Third Party Software Products

|Third-party Program Name               |  | Vendor           |  | CRM      |  | Connect
CCB |  | Connect
RTR |  | Connect
EBP&P
|-------------------------------------- |  | ---------------- |  | -------- |  | ----------- |  | ----------- |  | -------------
|Windows Operating System/DOS (client)  |  | Microsoft        |  | x        |  | x           |  | x           |  | x            
|Internet Explorer                      |  | Microsoft        |  |          |  | x           |  | x           |  | x            
|Pervasive SQL 2000                     |  | Pervasive        |  | x        |  | x           |  |             |  |              
|Windows NT/2000 OS (server)            |  | Microsoft        |  |          |  | NT option   |  |             |  | x            
|UNIX/Solaris Operating System (server) |  | Sun Microsystems |  |          |  | UNIX option |  | x           |  | x            
|RDBMS (Enterprise Edition 8.1.7)       |  | Oracle           |  | Optional |  | x           |  | x           |  | x            
|Extend (Silverstream)                  |  | Novell           |  |          |  | x           |  |             |  | x            
|Relativity ODBC Driver                 |  | Liant            |  | Optional |  | x           |  |             |  |              
|ORBIX CORBA Server (v3.01)             |  | Iona             |  | Optional |  | x           |  |             |  | x            
|Webserver (servlet container)          |  | Apache Tomcat    |  |          |  |             |  | x           |  |              

The
items, and associated version numbers, listed above in Table C-1 are subject to change in PBS's sole discretion. PBS agrees to obtain the prior written consent of MCLL
before requiring MCLL to change/upgrade, or pay for any additional third-party software costs associated with the change/upgrade. The term Optional means these not required items to operate CRM as of
December 2002.

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EXHIBIT E

SERVICE LEVEL AGREEMENT

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EXHIBIT E

PRIMAL Software Service Levels

1.    SERVICE PRIORITY LEVELS

PRIMAL will respond to Service Requests based on the following Priority Levels:

|PRIORITY |  | DESCRIPTION                                                                                                                                                                                                                                      |  | INITIAL
RESPONSE  |  | *TARGET TURN-
AROUND                                           |  | *TARGET
PERMANENT
FIX
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- |  | -------------------------------------------------------------- |  | ---------------------
|1        |  | PRIMAL Software is unusable and the Licensee cannot conduct business; failure of a major process that prevents Licensee from conducting its normal business. (e.g., provide real-time call processing, or run mission
critical PRIMAL Software). |  | 1 Hour Elapsed    |  | 8 Hours Elapsed                                                |  | 7 Days               
|2        |  | Severe loss of functionality to a group of users or to a single user running a business-critical operation.                                                                                                                                      |  | 2 Hours Elapsed   |  | 48 Hours Elapsed                                               |  | 12 Days              
|3        |  | Inconvenient situation whereby the PRIMAL Software is usable, but does not provide a function in the most convenient or expeditious manner.                                                                                                      |  | 12 Business Hours |  | Notification within 7 business days regarding intended action  |  | Next Release         
|4        |  | Minor Software problem that does not prevent Licensee from doing their work.                                                                                                                                                                     |  | 24 Business Hours |  | Notification within 12 business days regarding intended action |  | N/A                  

2.    SERVICE LEVEL Procedures

The
following process shall be used to address and resolve Service Requests.

When
a fault is suspected, the Licensee must complete a PRIMAL Trouble Report Form ("Service Request", example is provided as Exhibit E) and contact Customer Support via telephone
or email. Work will not commence until a complete description of the suspected fault or problem has been received and documented

Initial Response:Within the designated Initial Response period, a PRIMAL Customer Service Agent (CSA) will notify Licensee
of Trouble Report. As part of the Initial Response, the PRIMAL CSA shall advise Licensee of potential remedies, discuss and mutually agree on the Priority level, and initiate actions to address the
Service Request.

Turn-Around:Within the designated Turn-Around period, PRIMAL shall notify Licensee of the intended
action for a temporary fix or work around. If the resolution for the Turn-Around requires a temporary bug fix or software change, Primal shall provide the code within the
Turn-around period. If the Turn-Around requires a work around process or environmental change (hardware, network interface, OS or third party software), Primal shall advise
Licensee of the steps to be taken to implement the work-around process. In addition, within the designated Turn-Around Time or as soon as practical thereafter, Primal shall
advise Licensee of the intended actions for a Permanent Fix.

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PermanentFix Within the designated Permanent Fix period, Primal will provide a software patch that corrects the condition that was the
cause of the Service Request. If the Permanent Fix requires a changes to Licensee's procedures or environmental change (hardware, network interface, OS or third party software), Primal shall advise
Licensee of the steps to be taken to implement the Permanent Fix. (*) The targets listed above are applicable during PRIMAL's normal support hours. Priority 1 Service Requests will be
handled in a sequential order unless multiple Priority 1 Service Requests exist on a given day, then Licensee and PRIMAL must agree on the appropriate Level 1 Service Request priorities daily.

NOTE: While PRIMAL will respond promptly to all Service Requests, it is necessary to prioritize Service Requests to meet all customer
needs.The priority of the Service Request will primarily be determined by the direct impact to the daily business operations of the Licensee. The priority will be determined
and mutually agreed upon by Licensee and a PRIMAL CSA.

NOTE: Upon advanced notice by PRIMAL, the customer may be charged PRIMAL's current hourly rates for Non Standard Software Support for certain
exclusions such as platform support, problems with Third-Party Software, improper use of the Product and for support of a Release that is more than two versions behind.

3.    Contact PROCEDURE

During Standard Support Hours, Contact the CSA First Level contact at the PRIMAL Office in Irvine, California. Contact with the PRIMAL support services can be
made by telephone, voice-mail, e-mail,
facsimile, or other means as agreed upon by PRIMAL and Licensee. For Emergency Support outside of these hours, for Priority 1 and Priority 2 matters, contact shall be made to the designated Primal CSA
by means agreed upon by Primal and Licensee.

Standard Support Hours.These are the hours that a Licensee may contact their designated support center as identified in the
Contact Procedure Section. Standard Support Hours for the California-based office are 6:00 a.m. to 5:00 p.m. Pacific Standard Time (PST), Monday through Friday, excluding PRIMAL
holidays, for Service Requests that are Priority 3 and 4 (medium to low priority) Service Requests as identified in Section 1 of this Exhibit.

Emergency Support.Priority 1 and 2 (high priority) Service Requests are taken 24 hours a day, 7 days a week,
365 days a year. See Section 1 above for the definition of Priority 1 and Priority 2 Service Requests.

4.    Escalation PROCEDURE

When a Service Request has missed its Initial Response or Turn-Around target, the escalation levels and contacts are as described as follows:



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EXHIBIT F

CURRENT PBS TRAVEL POLICY AND PRODEDURES

TRAVEL POLICY
AND PROCEDURES

COMPANY GUIDELINES FOR
TRAVEL AND EXPENSE REPORTS

Revised:
October 27, 2000

18881
Von Karman Avenue, Suite 500        Irvine, California 92612        Phone: 949.260.1500

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This
policy provides each employee of Primal with the information necessary to answer the basic questions regarding travel and how to expedite expense reports for travel reimbursements.

Employees
are expected to use prudent judgment when making travel plans and they must submit all expense reports within one (1) week of the final travel day with the appropriate
documentation attached.

This
travel policy complies with the rules and regulations of the Internal Revenue Service (IRS). Any seemingly onerous provisions herein are not intended to place a hardship on
employees, but are for the purpose of maintaining income tax compliance.

GENERAL

Business travel must be approved in writing by the President of Primal prior to making travel commitments.The attached
Travel Estimate and Authorization form (see Attachment A) is to be used to obtain the necessary approvals.

All
travel arrangements should be made through the administrative support person for your department. Admins are to book all travel arrangements through Baker Travel, unless authorized
by the President or CFO to use another source due to cost considerations. Travel arrangements made outside these guidelines will not be reimbursed to the employee.

For
emergency itinerary changes while traveling, contact Baker Travel directly at (800)-797-2239. Baker Travel will immediately notify your Admin of the requested
change. Changes resulting in additional costs over $75.00 require approval from the President.

Whenever
possible, employees should travel outside of normal business hours. Travel time is not subject to bonus pay as it is considered a requirement of the job.

TRAVEL ESTIMATE & AUTHORIZATION FORM



AIR TRAVEL



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AUTO TRAVEL (PERSONAL)



AUTO RENTAL/TAXI/SHUTTLE



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HOTELS



MEALS



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ENTERTAINMENT



TELEPHONE EXPENSES



CARNETS

U.S. Customs service registration should be obtained for computers, mag tapes and high-tech devices. Company-owned equipment must have commercial
registration to avoid having to pay duty taxes upon your return to the U.S. To prevent tax questions when going between countries, obtain a carnet certificate (issued by Chambers of Commerce and
stamped by U.S. Customs) which lists all of the equipment with which you are traveling. All equipment must travel together if listed on the carnet. Ask Baker Travel and/or your Admin to assist you
with this, if necessary.

MONEY CONVERSION



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VISAS, PASSPORTS, VACCINATIONS, ETC.



MISCELLANEOUS



EXPENSE REPORTS



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TRAVEL ADVANCES



CORPORATE CREDIT CARDS



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END
OF POLICY

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EXHIBIT G

WORK ORDER ADDENDUM

[Intentionally left blank]

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EXHIBIT H

ESCROW AGREEMENT

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ESCROW AGREEMENT

This Escrow Agreement (this "Agreement") dated as of December 30, 2002 (the "Effective Date") is entered into by and among DSI Technology Escrow
Services, Inc. ("DSI"), Wireless Billing Systems d/b/a Primal Billing Solutions ("Depositor") and Metrocall, Inc. ("Beneficiary"), who are collectively referred to herein as the
"Parties".

A.    Depositor
and Beneficiary have entered into Master Software License Agreement, dated July 20, 1992, and a Consolidation Agreement of even date herewith
(collectively the "License and Consolidation Agreements") regarding certain proprietary technology and services of Depositor.

B.    Depositor
desires to avoid disclosure of its proprietary technology except under certain limited circumstances.

C.    The
availability of such proprietary technology of Depositor is critical to Beneficiary in the conduct of its business and, therefore, Beneficiary requires access to such
proprietary technology under certain limited circumstances.

D.    Accordingly,
Depositor and Beneficiary desire to establish an escrow with DSI to provide for the retention, administration and controlled access of certain of Depositor's
proprietary technology.

E.    The
parties desire this Agreement to be supplementary to the License and Consolidation Agreements pursuant to 11 United States Bankruptcy Code, Section 365(n).

ARTICLE 1DEPOSITS

1.1Obligation to Make Deposit.Pursuant to the terms of the License and Consolidation Agreements, within
30 days from the Effective Date of this Agreement, Depositor shall deliver to DSI the proprietary technology and other materials (the "Deposit Materials") identified on Exhibit A hereto,
which shall be prepared and signed by Depositor and Beneficiary. If Depositor fails to deposit the Deposit Materials within the time frame set forth in this Article 1, Beneficiary shall have
the right to terminate this Agreement and the License and Consolidation Agreements immediately upon written notice to Depositor and DSI, in addition to and not in lieu of any other remedies against
Depositor that Beneficiary may have at law or in equity. DSI shall have no obligation with respect to the preparation, signing or delivery of Exhibit A.

1.2Identification of Tangible Media.Prior to the delivery of the Deposit Materials to DSI, Depositor shall
conspicuously label for identification each document, magnetic tape, disk, or other tangible media upon which the Deposit Materials are written or stored. Additionally, Depositor shall complete
Exhibit B to this Agreement by listing each such tangible media by the item label description, type of media and quantity. Exhibit B shall be signed by Depositor and delivered to DSI
with the Deposit Materials. Unless and until Depositor makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify the parties
regarding the status of the account as required in Section 2.2 below.

1.3Deposit Inspection.When DSI receives the Deposit Materials and Exhibit B, DSI will conduct a deposit
inspection by visually matching the labeling of the tangible media containing the Deposit Materials to the item descriptions and quantity listed on Exhibit B. Beneficiary and Depositor may
elect to have a representative present and review the deposit materials at the deposit inspection, provided that no representative of Beneficiary shall be entitled to remove any deposit materials or
confidential information of Depositor at such inspection. In addition to the deposit inspection, Beneficiary may elect to cause a verification of the Deposit Materials in accordance with
Section 1.6 below.

1.4Acceptance of Deposit.At completion of the deposit inspection, if DSI determines that the labeling of the
tangible media matches the item descriptions and quantity on Exhibit B, DSI will date

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and sign Exhibit B and mail copies thereof to Depositor and Beneficiary. If DSI determines that the labeling does not match the item descriptions or quantity on Exhibit B, DSI will
(a) note the discrepancies in writing on Exhibit B, (b) date and sign Exhibit B with the exceptions noted and (c) mail copies of Exhibit B to Depositor and
Beneficiary. DSI's acceptance of the deposit occurs upon the signing of Exhibit B by DSI. Delivery of the signed Exhibit B to Beneficiary is Beneficiary's notice that the Deposit
Materials have been received and accepted by DSI.

1.5Depositor's Representations.Depositor expressly warrants and represents for the benefit of DSI and
Beneficiary as follows:



1.6Verification.Beneficiary shall have the right, at Beneficiary's expense, to cause a verification of any
Deposit Materials. Beneficiary shall notify Depositor and DSI of Beneficiary's request for verification. Depositor shall have the right to be present at the verification. A verification determines, in
different levels of detail, the accuracy, completeness, sufficiency and quality of the Deposit Materials. The costs of verification shall be borne by PBS to the extent the verification reveals a
material failure of PBS to comply with this Article 1.

1.7Deposit Updates.Depositor shall update the Deposit Materials each
three                        months starting
from the Effective Date. Such updates will be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and Depositor shall sign the new Exhibit B. Each
Exhibit B will be held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. The processing of
all deposit updates shall be in accordance with Sections 1.2 through 1.6 above. All references in this Agreement to the Deposit Materials shall include the initial Deposit Materials and any updates.

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1.8Removal of Deposit Materials.The Deposit Materials may be removed and/or exchanged only on written
instructions signed by Depositor and Beneficiary, except as otherwise provided in this Agreement.

ARTICLE 2CONFIDENTIALITY AND RECORD KEEPING

2.1Confidentiality.DSI shall maintain the Deposit Materials in a secure, environmentally safe, locked facility
which is accessible only to authorized representatives of DSI. DSI shall have the obligation to reasonably protect the confidentiality of the Deposit Materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available or use the Deposit Materials. DSI shall not disclose the content of this Agreement to any third party. If DSI receives a subpoena or any other order
from a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Materials, DSI will immediately notify the Depositor and Beneficiary, unless prohibited by law. It shall
be the responsibility of Depositor and/or Beneficiary to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI
will not be required to disobey any order from a court or other judicial tribunal.

2.2Status Reports.DSI will issue to Depositor and Beneficiary a report profiling the account history at least
semi-annually. DSI may provide copies of the account history pertaining to this Agreement upon the request of any party to this Agreement.

2.3Audit Rights.During the term of this Agreement, Depositor and Beneficiary shall each have the right to
inspect the written records of DSI pertaining to this Agreement. Any inspection shall be held during normal business hours and following reasonable prior notice.

ARTICLE 3GRANT OF PROPERTY RIGHTS TO DSI

3.1Transfer of Title to Media.Subject to the terms of this Agreement, Depositor hereby transfers to DSI the
title to the media upon which the proprietary technology and materials are written or stored. However, this transfer does not include the ownership of the proprietary technology and materials
contained on the media such as any copyright, trade secret, patent or other intellectual property rights.

3.2Right to Make Copies.DSI shall have the right to make copies of the Deposit Materials as reasonably
necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure and other proprietary notices and titles contained on the Deposit Materials onto any copies made by DSI. With all
Deposit Materials submitted to DSI, Depositor shall provide any and all instructions as may be necessary to duplicate the Deposit Materials, including, but not limited to, the hardware and/or software
needed, and such instructions shall be deemed to be included in the Deposit Materials. Any copying expenses incurred by DSI as a result of a request to copy will be borne by the party requesting the
copies. Alternatively, DSI may notify Depositor requiring its reasonable cooperation in promptly copying the Deposit Materials in order for DSI to perform this Agreement; provided, however, that all
costs associated with such copying will be borne by the party requesting the copies.

3.3Right to Transfer Upon Release.Depositor hereby grants to DSI the right to transfer the Deposit Materials
to Beneficiary upon any release of the Deposit Materials for use by Beneficiary in accordance with the provisions of Article 4. Except upon such a release or as otherwise provided in this
Agreement, DSI shall not transfer the Deposit Materials.

ARTICLE 4RELEASE OF DEPOSIT

4.1Release Conditions.As used in this Article, "Release Condition" shall mean the following:



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4.2Filing For Release.If Beneficiary believes in good faith that a Release Condition has occurred, Beneficiary
may provide to DSI written notice of the occurrence of the Release Condition and a request for the release of the Deposit Materials. Within five (5) business days of such notice, DSI shall
provide a copy of the notice to Depositor by commercial express mail.

4.3Contrary Instructions.From the date DSI express mails the notice requesting release of the Deposit
Materials to Depositor, Depositor shall have ten (10) business days to deliver to DSI a written representation that a Release Condition has not occurred or has been cured or will be cured
during an applicable cure period ("Contrary Instructions"). Upon receipt of any Contrary Instructions, DSI shall send a copy thereof to Beneficiary by commercial express mail. Additionally, DSI shall
notify both Depositor and Beneficiary if there is a dispute to be resolved pursuant to Section 7.3 of this Agreement. DSI will continue to store the Deposit Materials without release pending
(a) joint instructions from Depositor and Beneficiary; or (b) dispute resolution pursuant to Section 7.3.

4.4Release of Deposit Materials.If DSI (a) receives notice from Depositor regarding a
Section 4.1(b) Release Condition; (b) does not receive Contrary Instructions from the Depositor pursuant to Section 4.3 above; or (c) is provided by Dispute Resolution
pursuant to Section 7.3 herein, DSI shall release the Deposit Materials to Beneficiary and all items in the escrow account. However, DSI is entitled to receive any fees due DSI before making
the release. Any copying expense in excess of $300 will be chargeable to Beneficiary. This Agreement will terminate upon the release of the Deposit Materials held by DSI.

4.5Right to Use Following Release.Unless otherwise provided in the License and Consolidation Agreements, upon
release of the Deposit Materials in accordance with this Article 4, Beneficiary and its designees shall have the right to use the Deposit Materials for the sole purpose of continuing the
benefits afforded to Beneficiary by the License and Consolidation Agreements. Beneficiary and such designees shall be obligated to maintain the confidentiality of the released Deposit Materials.

ARTICLE 5TERM AND TERMINATION

5.1Term of Agreement.The term of this Agreement shall be coterminous with the term of the License and
Consolidation Agreements, subject to earlier termination in the event that (a) Depositor and Beneficiary jointly instruct DSI in writing that this Agreement is terminated; or (b) DSI
instructs Depositor and Beneficiary in writing that this Agreement is terminated for nonpayment in accordance with Section 5.2 or by resignation in accordance with Section 5.3; or
(c) the License and Consolidation Agreements are terminated pursuant to their terms, at which time Depositor and Beneficiary shall send joint instruction of the termination of the License and
Consolidation Agreements, and joint written instruction to DSI to terminate this Agreement.

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5.2Termination for Nonpayment.In the event of the nonpayment of fees owed to DSI, DSI shall provide written
notice of delinquency to all parties to this Agreement. Any party to this Agreement shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full
by DSI within one (1) month of the date of such notice, then DSI shall have the right to terminate this Agreement at any time thereafter by sending written notice of termination to all parties.
DSI shall have no obligation to take any action under this Agreement so long as any payment due to DSI remains unpaid.

5.3Termination by Resignation.DSI reserves the right to terminate this Agreement, for any reason, by providing
Depositor and Beneficiary with 60 days' prior written notice of its intent to terminate this Agreement. Within the first 45 days of such 60-day period, the Depositor and
Beneficiary may provide DSI with joint written instructions authorizing DSI to forward the Deposit Materials to another escrow company and/or agent or other designated recipient. If, within such
45-day period, Depositor and Beneficiary have not jointly designated a successor escrow agent, Beneficiary shall have a 15-day period in which it may designate a successor
escrow agent by delivery of written notice to DSI, with a copy to Depositor. If DSI does not receive any such joint written instructions within 45 days of the date of DSI's written termination
notice, or a designation of a successor escrow agent from Beneficiary and Depositor's written consent after the expiration of the first 45 days but prior to 60 days of the date of DSI's
written termination notice, then DSI shall destroy, return or otherwise deliver the Deposit Materials in accordance with Section 5.4.

5.4Disposition of Deposit Materials Upon Termination.Subject to the foregoing termination provisions and the
Release Conditions, and upon termination of this Agreement, DSI shall destroy, return or otherwise deliver the Deposit Materials in accordance with Depositor's instructions. If there are no
instructions, DSI may, at its sole discretion, destroy the Deposit Materials or return them to Depositor. DSI shall have no obligation to destroy or return the Deposit Materials if the Deposit
Materials are subject to another escrow agreement with DSI or have been released to the Beneficiary in accordance with Section 4.4.

5.5Survival of Terms Following Termination.Upon termination of this Agreement, the following provisions of
this Agreement shall survive: (a) Section 1.5, (b) all obligations of confidentiality with respect to the Deposit Materials, (c) the rights granted in Sections 3.3,
4.4 and 4.5 if a release of the Deposit Materials has occurred prior to termination, (d) the obligation to pay DSI any fees and expenses due, (e) the provisions of Articles 7 and 8 and
(f) any provisions in this Agreement which specifically state that they survive the termination of this Agreement.

ARTICLE 6DSI'S FEES

6.1Fee Schedule.Beneficiary shall be solely responsible for DSI's standard fees and expenses applicable to the
services provided. DSI shall notify Beneficiary of DSI's fees at least 60 days prior to any increase in fees. DSI agrees not to increase its fees more than ten percent (10%) cumulatively. For
any service not listed on DSI's standard fee schedule, DSI will provide a quote prior to rendering the service, if requested.

6.2Payment Terms.DSI shall not be required to perform any service unless the payment for such service and any
outstanding balances owed to DSI are paid in full. Fees are due upon receipt of a signed contract or receipt of the Deposit Materials, whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2.

ARTICLE 7LIABILITY AND DISPUTES

7.1Right to Rely on Instructions.DSI may act in reliance upon any instruction, instrument, or signature
reasonably believed by DSI to be genuine. DSI may assume that any employee of a party to this Agreement who gives any written notice, request, or instruction has the authority to do so. DSI will

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not be required to inquire into the truth or evaluate the merit of any statement or representation contained in any notice or document. DSI shall not be responsible for failure to act as a result of
causes beyond the reasonable control of DSI.

7.2Indemnification.Depositor and Beneficiary each agree to indemnify, defend and hold harmless DSI from any
and all claims, actions, damages, arbitration fees and expenses, costs, attorney's fees and other liabilities ("Liabilities") incurred by DSI relating in any way to this escrow arrangement, unless
such Liabilities were caused by the adjudged negligence or willful misconduct of DSI.

7.3Dispute Resolution.Any dispute relating to or arising from this Agreement shall be resolved by arbitration
under the Commercial Rules of the American Arbitration Association. Three arbitrators shall be selected. The Depositor and Beneficiary shall each select one arbitrator and the two chosen arbitrators
shall select the third arbitrator, or failing agreement on the selection of the third arbitrator, the American Arbitration Association shall select the third arbitrator. However, if DSI is a party to
the arbitration, DSI shall select the third arbitrator. The parties agree that they shall require the
arbitrator(s) to follow applicable substantive law in the resolution of any dispute hereunder; provided, however, that there shall be no right of appeal from the final decision or award of the
arbitrator(s). Unless otherwise agreed by Depositor and Beneficiary, arbitration will take place in San Diego, California, U.S.A. Any court having jurisdiction over the matter may enter judgment on
the award of the arbitrator(s). Service of a petition to confirm the arbitration award may be made by First Class mail or by commercial express mail, to the attorney for the party or, if
unrepresented, to the party at the last known business address.

7.4Controlling Law.This Agreement is to be governed and construed in accordance with the laws of the State of
California, without regard to its conflict of law provisions.

7.5Notice of Requested Order.If any party intends to obtain an order from the arbitrator or any court of
competent jurisdiction which may direct DSI to take, or refrain from taking any action, that party shall:



ARTICLE 8GENERAL PROVISIONS

8.1Entire Agreement.This Agreement, which includes Exhibits described herein, embodies the entire
understanding among the parties with respect to its subject matter and supersedes all previous communications, representations or understandings, either oral or written. DSI is not a party to the
License and Consolidation Agreements between Depositor and Beneficiary and, except as expressly acknowledged herein, has no knowledge of any of the terms or provisions of any such License or
Consolidation Agreement. DSI's only obligations to Depositor or Beneficiary are as set forth in this Agreement. No amendment or modification of this Agreement shall be valid or binding unless signed
by all the parties hereto, except that Exhibit A need not be signed by DSI, Exhibit B need not be signed by Beneficiary, and Exhibit C need not be signed.

8.2Notices.All notices, invoices, payments, deposits and other documents and communications shall be given to
the parties at the addresses specified in the attached Exhibit C. It shall be the responsibility of the parties to notify each other as provided in this Section 8.2 in the event of a
change

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of address. Notices shall be deemed validly given (a) upon delivery, if personally delivered with services fees prepaid, (b) upon delivery, if delivered, with fees prepaid, by reputable
overnight courier that provides proof of delivery, or (c) three (3) business days following deposit in the United States mail, first class, postage prepaid, certified or registered, and
return receipt requested. Any correctly addressed notice or last known address of the other parties that is relied on herein that is refused, unclaimed, or undeliverable because of an act or omission
of the party to be notified as provided herein shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities by mail,
through messenger or commercial express delivery services. English shall be the official language of this Agreement and all communications and notices must be in the English language. The parties
shall have the right to rely on the last known address of the other parties.

8.3Severability.In the event any provision of this Agreement is found to be invalid, voidable or
unenforceable, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect neither the validity
of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and
purpose of the original provision.

8.4Successors.This Agreement shall be binding upon and shall inure to the benefit of the successors and
assigns of the parties. However, DSI shall have no obligation in performing this Agreement to recognize any successor or assign of Depositor or Beneficiary unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.

8.5Regulations.Depositor and Beneficiary are responsible for and warrant compliance with all applicable laws,
rules and regulations, including but not limited to customs laws, import, export and re-export laws and government regulations of any country from or to which the Deposit Materials may be
delivered in accordance with the provisions of this Agreement.

8.6Rights Pursuant to the United States Bankruptcy Code.Depositor and Preferred Beneficiary acknowledge that
this Agreement is an "agreement supplementary to" the License Agreement and Consolidation Agreement as provided in Section 365(n) of Title 11, United States Code (the "Bankruptcy Code").
Depositor acknowledges that if Depositor as a debtor in possession or a trustee in bankruptcy in a case under the Bankruptcy Code rejects the License Agreement, Consolidation Agreement, or this Escrow
Agreement, Preferred Beneficiary may elect to retain its rights under the License Agreement, Consolidation Agreement, and this Agreement as provided in Section 365(n) of the Bankruptcy Code.
Except as expressly permitted under applicable laws, Depositor or such Bankruptcy Trustee shall not interfere with the rights of Preferred Beneficiary as provided in the License Agreement and
Consolidation Agreement, this Escrow Agreement, and Section 365 of the Code, including the right of Preferred Beneficiary to obtain the Deposit from DSI. Nothing contained in this
Section is intended to nor shall be interpreted to constitute a waiver of any right(s) that Depositor or a Bankruptcy Trustee may have under the Code, as Depositor expressly reserves its right to
exercise any and all options available to it under the Bankruptcy Code.

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IN WITNESS WHEREOF, the parties have executed and delivered this ESCROW AGREEMENT as of the Effective Date.

| |  | WIRELESS BILLING SYSTEMS d/b/a
PRIMAL BILLING SOLUTIONS, INC.
| |  | -------------------------------------------------------------
| |  |                                                              
| |  | By:                                                          
| |  | Name:                                                        
| |  | Title:                                                       
| |  |                                                              
| |  |                                                              
| |  | METROCALL, INC.                                              
| |  |                                                              
| |  | By:                                                          
| |  | Name:                                                        
| |  | Title:                                                       
| |  |                                                              
| |  |                                                              
| |  | DDSI TECHNOLOGY ESCROW SERVICES, INC.                        
| |  |                                                              
| |  | By:                                                          
| |  | Name:                                                        
| |  | Title:                                                       

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EXHIBIT A

MATERIALS TO BE DEPOSITED

Account
Number

Depositor
represents to Beneficiary that Deposit Materials delivered to DSI shall consist of the following:

1.    Communications
Resource Manager (CRM core product)releases 6.xx (6.50) [Shasta & MAB versions]

2.    Multi-threaded
API kit

3.    Connect
CCB (gui)

4.    Connect
RTR (rater)

5.    Connect
EBPP (electronic bill presentment & payment)

|          |  |                       
|--------- |  | ----------------------
|Depositor |  | Beneficiary           
|By:       |  | Primal Solutions, Inc.
|Name:     |  |                       
|Title:    |  |                       
|Date:     |  |                       

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EXHIBIT B

DESCRIPTION OF DEPOSIT MATERIALS

|Depositor Company Name | Primal Solutions, Inc.
|---------------------- | ----------------------

|Account Number | 
|-------------- | 

|Product Name                                                           |  |  | Version | 
|---------------------------------------------------------------------- |  |  | ------- | 
|(Product Name will appear as Exhibit B Name on Account History report)

DEPOSIT MATERIAL DESCRIPTION:

|Quantity |  | Media Type & Size           |  | Label Description of Each Separate Item
|-------- |  | --------------------------- |  | ---------------------------------------
|         |  | Disk 3.5" or                |  |                                        
|         |  | DAT tape mm                 |  |                                        
|X        |  | CD-ROM                      |  |                                        
|         |  | Data cartridge tape         |  |                                        
|         |  | TK 70 or  tapeMagnetic tape |  |                                        
|         |  | Documentation               |  |                                        
|         |  | Other                       |  |                                        

PRODUCT DESCRIPTION:

|Environment | Microsoft Windows applications
|----------- | ------------------------------

DEPOSIT MATERIAL INFORMATION:

Is
the media or are any of the files encrypted? Yes / No If yes, please include any passwords and the decryption tools.

|Encryption tool name | None |  | Version | 
|-------------------- | ---- |  | ------- | 

|Hardware required | PC running Microsoft Windows
|----------------- | ----------------------------
|Software required |                             

|Other required information | 
|-------------------------- | 

I
certify for Depositor that the above described DSI has inspected and accepted the above Deposit Materials have been transmitted to DSI: materials (any exceptions are noted above):

|Signature  |  |  |  | Signature     |  | 
|---------- |  |  |  | ------------- |  | 
|Print Name |  |  |  | Print Name    |  | 
|Date       |  |  |  | Date Accepted |  | 
|           |  |  |  | Exhibit B#    |  | 

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EXHIBIT C

DESIGNATED CONTACT

Account
Number

|Notices, deposit material returns and communications
toDepositorshould be addressed:                                                                                                |  | Notices and communications toBeneficiaryshould be addressed to:               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------
|Company Name:                                                                                                                                                                       |  | Primal Solutions, Inc.                                                        
|Address:                                                                                                                                                                            |  | 18881 Von Karman Ave., #500Irvine, CA 92612                                   
|Designated Contact:                                                                                                                                                                 |  | Mike McFarland                                                                
|Telephone:                                                                                                                                                                          |  | (949) 260-1500                                                                
|Facsimile:                                                                                                                                                                          |  | (949) 260-1515                                                                
|E-mail:                                                                                                                                                                             |  | mike.mcfarland@primal.com                                                     
|Verification Contact:                                                                                                                                                               |  |                                                                               
|Telephone/E-mail:                                                                                                                                                                   |  |                                                                               
|Fees for this agreement will be paid by
(Check box): Depositor and/or Beneficiary                                                                                                   |  |                                                                               
|Invoices toDepositorshould be addressed to:                                                                                                                                         |  | Invoices toBeneficiaryshould be addressed to:                                 
|Company Name:                                                                                                                                                                       |  | Primal Solutions, Inc.                                                        
|Address:                                                                                                                                                                            |  | 18881 Von Karman Ave., #500Irvine, CA 92612                                   
|Billing Contact:                                                                                                                                                                    |  | Susan Wright                                                                  
|Telephone:                                                                                                                                                                          |  | (949) 260-1500                                                                
|Facsimile:                                                                                                                                                                          |  | (949) 260-1515                                                                
|E-mail:                                                                                                                                                                             |  | susan.wright@primal.com                                                       
|P.O.#                                                                                                                                                                               |  |                                                                               
|Requests from Depositor or Beneficiary to change the designated contact should be given in writing by the designated contact or an authorized employee of Depositor or Beneficiary.
|DSI has two Operations Centers to service you.                                                                                                                                      |  | All invoice fee remittances to DSI should be addressed to:                    
|Agreements, Deposit Materials and notices to DSI should be addressed to (select location):                                                                                          |  |                                                                               
|Attn: Client Services
9265 Sky Park Court, Suite 202
San Diego, CA 92123
Telephone: (858) 499-1600
Facsimile: (858) 694-1919
E-mail: clientservices@dsiescrow.com                   |  | DSI Technology Escrow Services, Inc.
PO Box 45156
San Francisco, CA 94145-0156
|orAttn: Client Services
2100 Norcross Parkway, Suite 150
Norcross, GA 30071
Telephone: 770-239-9200
Facsimile: 770-239-9201 E-mail: clientservices@dsiescrow.com                    |  | Date: _____________________________________________                           

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