<PAGE>   1





                                                                   EXHIBIT 10.22





                                RESALE AGREEMENT

                                    BETWEEN

                         GTE COMMUNICATIONS CORPORATION

                                      AND

                            PAGEMART WIRELESS, INC.
<PAGE>   2
                                                   TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                   PAGE
<S>           <C>                                                                 <C>
1.            TERM                                                                   1
2.            DEFINITIONS                                                            1
3.            LICENSE                                                                2
4.            INDEPENDENT PARTIES                                                    2
5.            SCOPE                                                                  3
6.            LICENSOR RESPONSIBILITIES                                              3
7.            RESELLER RESPONSIBILITIES                                              5
8.            PERFORMANCE STANDARDS                                                  5
9.            PERFORMANCE MEASUREMENTS                                               6
10.           SERVICE COMMITMENT                                                     6
11.           PUBLIC REGULATION                                                      7
12.           PRICING                                                                8
13.           BILLING AND COLLECTIONS                                                9
14.           TERMS OF PAYMENT                                                       9
15.           WARRANTY                                                              10
16            RIGHT TO AUDIT                                                        10
17.           PRECEDENCE OF DOCUMENTS                                               10
18.           USE OF CONFIDENTIAL INFORMATION                                       11
19.           PUBLICITY                                                             12
20.           COMPLIANCE WITH LAWS                                                  12
21.           FORCE MAJEURE                                                         12
22.           LIABILITY                                                             13
23.           ASSIGNMENT                                                            15
24.           TAXES                                                                 15
25.           RECORDS                                                               15
</TABLE>





<PAGE>   3
<TABLE>
<S>           <C>                                                                 <C>
26.           RIGHT OF ACCESS                                                       16
27.           TERMINATION                                                           16
28.           DISPUTE RESOLUTION                                                    17
29.           NOTICES                                                               18
30.           NONWAIVER                                                             19
31.           SEVERABILITY                                                          19
32.           SECTION HEADINGS                                                      19
33.           SURVIVAL OF OBLIGATIONS                                               20
34.           CHOICE OF LAW                                                         20
35.           ENTIRE AGREEMENT                                                      20
              SIGNATURES                                                            20
              EXHIBIT A. - PRICING                                                  21
              EXHIBIT B. - PERFORMANCE REQUIREMENTS                                 22
              EXHIBIT C. - REPAIR REPORTING &
                                  ESCALATION PROCEDURES                             23
              EXHIBIT D. - NETWORK REPORTS CRITERIA                                 24
</TABLE>





<PAGE>   4
                                RESALE AGREEMENT


This Agreement is made as of December 12, 1997, by and between PageMart
Wireless, Inc., a Delaware corporation, with offices for the purpose of this
Agreement located at 3333 Lee Parkway, Suite 100, Dallas, Texas 75219
(hereinafter referred to as "LICENSOR") and GTE Communications Corporation, a
Delaware corporation, with offices located at 5221 North O'Connor Boulevard,
14th Floor, Irving, Texas 75039 (hereinafter referred to as "RESELLER").

WHEREAS, LICENSOR provides paging, voice messaging, and related messaging
services (hereinafter referred to as "SERVICES"); and

WHEREAS, RESELLER desires to contract with LICENSOR to resell such SERVICES
and, in connection therewith, to receive blocks of Personal Identification
Numbers (hereinafter referred to as "PINs") and Direct Inward Dialing numbers
(hereinafter referred to as "DIDs") that provide individual access to
LICENSOR's system and SERVICES, for resale to members of the general public;

THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:

1.     TERM

       This Agreement shall be effective on the date written above and shall
       continue in effect thereafter for a period of thirty-six (36) months
       (hereinafter the "Term") unless terminated or modified by either party in
       accordance with the provisions of this Agreement.  This Agreement shall
       be automatically terminated unless renewed by RESELLER by written notice
       to LICENSOR not less than thirty (30) days prior to the end of the Term.
       At the end of each twelve (12) month period of the Term either party
       shall have the option to request review of the Agreement terms and
       adjustment of such terms as are mutually agreed upon by the parties.
       Unless mutually agreed otherwise, the Agreement shall remain in force as
       written until the end of the Term.

2.     DEFINITIONS

       (a)    CAP Code - The numeric code that identifies and is unique to each
              pager placed in service on LICENSOR's Paging System.

       (b)    DID - A local telephone number assigned by LICENSOR to identify a
              specific pager on the LICENSOR's network.

       (c)    Equipment - Pagers and related message receiving devices.

       (d)    Paging Terminal - A paging switch that processes paging calls.





                                                                          Page 1
<PAGE>   5
       (e)    Paging System - A telecommunications and radio frequency(ies)
              network that provides paging and related messaging services
              throughout a specific geographic area.

       (f)    PIN - Personal Identification Number.  A specific number assigned
              by LICENSOR to identify a pager on the LICENSOR's network.  By
              entering the PIN into LICENSOR's computer via a touch-tone
              telephone, the respective pager is activated.

       (g)    SERVICES - paging, voice messaging, and related messaging
              services currently offered for resale by LICENSOR, including but
              not limited to such additional SERVICES as LICENSOR makes
              available in the retail or reseller market during the Term of
              this Agreement.   Notwithstanding the foregoing, at such time
              LICENSOR makes available two-way messaging for resale, the
              parties shall mutually agree to the terms and conditions under
              which such services will be provided to RESELLER.

       (h)    Subscriber - A person or entity that is an end user of the
              LICENSOR's Paging System.

       (i)    Telephone Interconnect Charges - Those charges directly
              associated with acquiring Direct Inward Dial (DID) paging
              telephone numbers and transporting calls from the local exchange
              carrier.

3.     LICENSE

       (a)    LICENSOR grants RESELLER a non-exclusive license to resell
              LICENSOR's SERVICES subject to the terms of the Agreement and the
              rules, regulations and decisions of the Federal Communications
              Commission (hereinafter referred to as "the FCC").

       (b)    RESELLER is authorized to license its own sub-agents and
              affiliates for the marketing, promotion and resale of LICENSOR's
              SERVICES, provided that RESELLER shall be responsible for the
              observance by its sub-agents, affiliates, and sub-licensees of
              the terms and conditions of this Agreement.  RESELLER shall
              provide notice to LICENSOR of all sub-agents and affiliates
              authorized for promotion and resale on its behalf.

4.     INDEPENDENT PARTIES

       Each party is an independent contractor.  Except as provided in this
       Agreement, neither party shall have the right, power, or authority to
       act or to create any obligation, express or implied, on behalf of the
       other party.  Except as permitted pursuant to paragraph 3(b) above, all
       sales by RESELLER shall be in its own name and for its own account.





                                                                          Page 2
<PAGE>   6
5.     SCOPE

       (a)    This Agreement is non-exclusive and RESELLER is under no
              obligation to LICENSOR to resell any certain amount of SERVICES
              or refrain from selling or reselling competing SERVICES.

       (b)    LICENSOR hereby agrees to provide SERVICES in an efficient,
              economic, and timely fashion in accordance with the generally
              accepted commercial and business practices in the industry.

       (c)    This Agreement is solely between LICENSOR and RESELLER and is not
              intended to create rights in or obligations to any third party.

6.     LICENSOR RESPONSIBILITIES

       For the Term:

       (a)    LICENSOR shall establish a dedicated account manager for
              communications with RESELLER and shall actively manage the
              relationship between the parties.   The account manager will be
              the focal point for all issues and questions that may arise
              during this relationship and shall be available by pager at all
              times.  Escalation procedures have been defined by both the
              LICENSOR and RESELLER as outlined in Exhibit C.

       (b)    LICENSOR shall provide RESELLER's Subscribers with access to its
              Paging System to initiate and receive paging messages and shall
              use commercially reasonable good faith efforts to provide
              continuous network service in the geographical locations where
              LICENSOR is legally authorized and has the facilities to provide
              SERVICES.

       (c)    The SERVICES provided by LICENSOR for resale by RESELLER shall
              include but not be limited to those listed on Exhibit A hereto as
              amended by the parties from time to time.

       (d)    LICENSOR shall assign and coordinate all DID, CAP Code and, at
              RESELLER's option, toll free numbers in order to ensure the
              compatible initiation of SERVICES to RESELLER's Subscribers
              placed on LICENSOR's Paging System. LICENSOR shall provide at no
              charge, all required software, documentation and training to
              RESELLER to authorize and enable RESELLER to initiate and
              terminate SERVICES to RESELLER's customers as Subscribers on
              LICENSOR's Paging System.





                                                                          Page 3
<PAGE>   7
       (e)    Where permissible and technically feasible, LICENSOR shall work to
              support and enable RESELLER to move a Subscriber from LICENSOR to
              RESELLER without changing equipment.

       (f)    LICENSOR will provide sample collateral and marketing materials.
              This will include network manuals and features / options
              collateral.  RESELLER shall have the right to copy, modify,
              reproduce and change all collateral and use and distribute such
              collateral in modified or unmodified form without further consent
              of or payment to LICENSOR provided that RESELLER shall not omit
              or misstate any material fact contained in the collateral or
              marketing material, including without limitation, the
              specifications or functionality of the equipment, the SERVICES,
              or LICENSOR's network capability.  RESELLER will defend,
              indemnify and hold harmless LICENSOR from any claim, assertion,
              suit, demand or proceeding ("Claim"), to the extent that such
              Claim is caused by modification by RESELLER to, or use by
              RESELLER beyond that contemplated by this Agreement of,
              collateral, marketing materials or manuals provided by LICENSOR
              to RESELLER under this Section 6(f).

       (g)    At the request of RESELLER, LICENSOR shall provide RESELLER
              training for all SERVICES covered by the scope of this Agreement
              no less than ten (10) days, but not more than thirty (30) days
              prior to RESELLER's scheduled introduction of those SERVICES.

       (h)    LICENSOR shall provide and support on-line access to LICENSOR's
              administration system by which RESELLER may activate, deactivate,
              suspend, or terminate SERVICES to its Subscribers.

       (i)    LICENSOR shall provide, support and update its zip code coverage
              area database to reflect its Paging System coverage areas.

       (j)    LICENSOR shall use its commercially reasonable best efforts to
              provide at least ninety (90) days' prior written notice of new
              products and services offerings.

       (k)    LICENSOR shall use its commercially reasonable best efforts to
              provide at least ninety (90) days' notice of revisions to
              LICENSOR's administrative ordering system that may materially
              affect LICENSOR's ability to provide SERVICES or RESELLER's
              ability to initiate and terminate SERVICES to RESELLER's
              customers as Subscribers on LICENSOR's Paging System.

       (l)    If LICENSOR alters or revises transmission protocols, LICENSOR
              shall provide at least one hundred eighty (180) days' advance
              notice to RESELLER prior to the effective date of such proposed
              change.  If LICENSOR changes transmission protocols whereby
              previously authorized Equipment is no longer authorized for
              additional users on LICENSOR's transmission system, except only
              to the extent prohibited by law, LICENSOR agrees to grandfather
              all of





                                                                          Page 4
<PAGE>   8
              RESELLER's existing Subscriber's Equipment for continued use on
              the LICENSOR's network until LICENSOR proposes a mutually
              acceptable transition plan for such grandfathered Subscribers'
              Equipment.  At the end of the one hundred eighty (180) days'
              notice period, RESELLER shall no longer sell or place into
              service under lease additional units of Equipment that is no
              longer authorized for additional users on LICENSOR's transmission
              system.

       (m)    LICENSOR shall assist and support RESELLER in integrating
              RESELLER'S billing and administration systems with LICENSOR's
              administration system to permit RESELLER to simplify and maximize
              its efficiency in reselling LICENSOR's SERVICES.

       (n)    LICENSOR shall provide repair services to RESELLER and RESELLER's
              Subscribers in accordance with the terms of Exhibit C to this
              Agreement.

       (o)    LICENSOR shall provide network reports in accordance with the
              terms in Exhibit D to this Agreement.

7.     RESELLER RESPONSIBILITIES

       (a)    RESELLER shall be solely responsible for providing all sales,
              Equipment and customer support services to its Subscribers.
              RESELLER further agrees that all Equipment provided to its
              Subscribers shall be compatible with the existing transmission
              system of LICENSOR. RESELLER further agrees that all Equipment
              provided to its Subscribers for use on LICENSOR'S transmission
              system shall utilize the industry standard of FLEX (TM) based
              protocols.

       (b)    RESELLER shall be solely responsible for all billings to and
              collections from its Subscribers, including but not limited to
              the sending of periodic bills, collection of amounts owed or past
              due, and the collection and return of all applicable taxes on
              such SERVICES or Equipment rentals.

       (c)    RESELLER shall provide and mail all announcements or notices
              required to be mailed to its Subscribers as required by any
              regulatory agency.

       (d)    RESELLER shall maintain and keep in good working order all
              Equipment sold or leased by RESELLER to its Subscribers pursuant
              to the terms of this Agreement, in accordance with all
              manufacturer's specifications and the provisions of the filed
              tariffs of LICENSOR.

8.       PERFORMANCE STANDARDS

         LICENSOR agrees to comply with the Performance Requirements
         encompassed in Exhibit B to this Agreement.  If LICENSOR fails to meet
         any of the Performance





                                                                          Page 5
<PAGE>   9
         Requirements (except to the extent such failure is caused by a Force
         Majeure event or an act or omission of RESELLER), RESELLER may provide
         written notice to LICENSOR regarding such failure and LICENSOR shall
         use its best efforts to comply with such Performance Requirements.  If
         LICENSOR fails to meet such Performance Requirements (except to the
         extent such failure is caused by a Force Majeure event or an act or
         omission of RESELLER) within thirty (30) days after RESELLER's notice,
         LICENSOR shall pay to RESELLER as liquidated damages and not as a
         penalty, an amount equal to * dollars ($ *) for each Performance
         Requirement LICENSOR failed to meet (counted on the basis of one
         failure per applicable measuring period for each Performance
         Requirement), it being agreed that RESELLER's damages would be
         impossible to ascertain and the amount indicated above is a reasonable
         estimate of same. If LICENSOR fails to meet such Performance
         Requirement (except to the extent such failure is caused by a Force
         Majeure event or an act or omission of RESELLER) within sixty (60) days
         after RESELLER's notice, or if LICENSOR fails to meet the same
         Performance Requirement (except to the extent such failure is caused by
         a Force Majeure event or an act or omission of RESELLER) four (4) times
         in any rolling twelve (12) month period, LICENSOR shall be in default
         under this Agreement. Imposition of liquidated damages pursuant to this
         paragraph shall be in lieu of any damages RESELLER may suffer by reason
         of any failure by LICENSOR to comply with the Performance Requirements,
         provided that RESELLER shall further be entitled to any other relief to
         which RESELLER would otherwise be entitled under Section 21 or 26 of
         this Agreement.

9.       PERFORMANCE MEASUREMENTS

         LICENSOR's performance shall be measured against the Performance
         Requirements of Exhibit B as reported by RESELLER's Performance
         Measurements Report Card.  RESELLER shall meet with LICENSOR within
         thirty (30) days of contract execution to present Report Card
         Performance Measurements.  The Report Card Performance Measurements
         will also reflect RESELLER's Performance Objectives, which may in many
         respects be more stringent than the contract requirements.  On a
         quarterly basis, RESELLER shall compile the performance data and
         publish the Performance Report on Vendor Effectiveness (PROVE) Report
         Card. LICENSOR shall provide written action plans for Performance
         Measurements that do not meet RESELLER's Performance Requirements
         Report Card.  Additional action plans shall be provided to RESELLER in
         conjunction with pre-scheduled meetings for all Report Card
         Performance Measurements not met on a quarterly basis.  The corrective
         action associated with the action plans shall be implemented within
         thirty (30) days, unless the parties otherwise agree.

10.      SERVICE COMMITMENT

         In the event a particular terminal or transmitter of LICENSOR's Paging
         System is inoperable for a period of twenty-four (24) hours or more,
         and RESELLER's customer is not able to receive SERVICES because of the
         outage and RESELLER issues a credit because of such outage, RESELLER
         agrees to provide an accounting of such credits to LICENSOR and
         LICENSOR agrees to credit RESELLER * period for each affected pager,
         for a maximum of * periods in any one month. RESELLER agrees to provide
         an accounting to LICENSOR of the number of pagers for which a credit 
         was issued by RESELLER and LICENSOR's credit to RESELLER shall appear 
         on RESELLER's invoice for the next regular billing cycle.

                                                                          Page 6


*    CONFIDENTIAL INFORMATION HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN
     FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR
     CONFIDENTIAL TREATMENT.
<PAGE>   10
11.      PUBLIC REGULATION

         (a)     It is understood that the ultimate control and responsibility
                 for the standard and quality of SERVICES required under the
                 provisions of and license issued by the FCC to LICENSOR shall
                 be retained, rest and remain the prerogative and obligation
                 solely of LICENSOR.  No provision of this Agreement shall be
                 construed as vesting in RESELLER any control whatsoever of the
                 radio communication facilities and operations of LICENSOR.  To
                 the extent any performance obligations assumed in this
                 Agreement exceed standards set by the FCC, paragraphs (b) or
                 (c) of this section shall not be construed to relieve LICENSOR
                 from the performance obligations assumed in this Agreement.

         (b)     This Agreement is subject to all of the terms and conditions
                 of LICENSOR's outstanding authorizations from the FCC and the
                 utility regulatory agencies in the states to which this
                 Agreement pertains, as such tariffs and authorizations are
                 presently in effect or as they may hereafter be revised.
                 Nothing in this Agreement shall be construed so as to impair
                 or diminish LICENSOR's control over the facilities of the
                 applicable stations.

         (c)     It shall be LICENSOR's obligation to obtain all federal, state
                 and local approvals that are required for LICENSOR's lawful
                 participation in this Agreement.

         (d)     This Agreement shall be terminated, amended, revised, or
                 supplemented immediately if required by applicable law or
                 regulation; provided, that RESELLER shall have the option to
                 terminate this Agreement on thirty (30) days' written notice
                 to LICENSOR, given after receipt of written notice from
                 LICENSOR of such a required amendment, revision or supplement,
                 that RESELLER determines will have a material impact on its
                 products, services or business.

         (e)     The imposition by federal, state or local regulatory agencies
                 of any amendments, revisions, deletions or supplements to this
                 Agreement shall thereby relieve LICENSOR and RESELLER of any
                 obligations or liabilities to the other resulting from the
                 provisions of this Agreement which were ordered amended,
                 revised, deleted or supplemented; provided, that RESELLER
                 shall have the option to terminate this Agreement on thirty
                 (30) days' written notice to LICENSOR, given after receipt of
                 written notice from LICENSOR of such a required amendment





                                                                          Page 7
<PAGE>   11
               revision or supplement, that RESELLER determines will have a
               material impact on its products, services or business.

12.      PRICING

         (a)   RESELLER hereby agrees to pay LICENSOR the charges and fees
               for SERVICES specified in Exhibit A in accordance with the
               terms and conditions contained herein.

         (b)   The charges and fees specified in Exhibit A shall commence at
               the time RESELLER activates each particular number in LICENSOR's
               Paging System.  Such charges shall continue for each number for
               a minimum of thirty (30) days, and thereafter until the number
               in question is canceled or otherwise disconnected in accordance
               with the provisions herein.  When a number is activated in the
               middle of a month, the applicable rate will be prorated to the
               first of the following month so that all subsequent bills will
               be tendered thereafter on a monthly basis.

         (c)   With the exception of Telephone Interconnect Charge changes, the
               specified prices in Exhibit A shall remain firm for the first
               twelve (12) months of this Agreement.  Thereafter, each party
               may propose price adjustments once in each successive twelve
               (12) month period of the Term by giving written notice to the
               other at least ninety (90) days prior to the proposed effective
               date of the new pricing. However, no price adjustment will be
               effective unless mutually agreed by the parties in writing.
               LICENSOR shall honor all prices for SERVICES for which orders
               have been issued prior to the effective date of such adjustment.

         (d)   Notwithstanding the foregoing or anything to the contrary
               contained in this Agreement or any schedule or exhibit attached
               hereto, LICENSOR shall have the right, where permitted by
               applicable law or regulation, to change the fees charged for
               SERVICES at any time upon thirty (30) days prior notice to
               RESELLER in the event LICENSOR deems such change necessary to
               comply with applicable law or regulation, whether state or
               federal, or in the event LICENSOR determines that a change in
               applicable law or regulation substantially affects LICENSOR's
               operating costs.  If RESELLER deems such requested changes
               unreasonable or undesirable, RESELLER may terminate this
               Agreement upon thirty (30) days written notice to LICENSOR.

         (e)   LICENSOR warrants and represents that the prices for SERVICES
               hereunder are and will remain during the Term of this Agreement
               no less favorable than those extended to any other similarly
               situated RESELLER of LICENSOR of the same or substantially
               equivalent or like classification as RESELLER for the same volume
               levels achieved by RESELLER for the same or like SERVICES on
               substantially similar terms and conditions. 

                                                                          Page 8

<PAGE>   12
         (f)   Where allowable by the state regulating authority, the prices
               charged by RESELLER to its Subscribers for all SERVICES shall be
               determined solely by RESELLER.  In states where tariff rates are
               required, RESELLER may operate under its own tariff or the
               tariff of LICENSOR.

13.      BILLING AND COLLECTIONS

         (a)   LICENSOR will provide RESELLER a single tape for monthly
               recurring charges and excess usage in an agreed format.
               LICENSOR shall provide usage data to RESELLER no later than ten
               (10) days after the first day following the month such charges
               were incurred.  Invoice and detail shall be received no later
               than fifteen (15) days after the first day of the month
               following the month such charges were incurred.  LICENSOR shall
               endeavor to reduce the interval for provision of invoices and
               detail to no more than five (5) days as soon as feasible for
               RESELLER data.

         (b)   The invoice and associated detail must be generated and supplied
               in an acceptable electronic format as predetermined by both
               parties.

         (c)   Both parties shall collaboratively develop and establish
               mutually acceptable protocol and system requirements to
               accommodate electronic data transfer between their respective
               computer systems.

         (d)   RESELLER shall not recognize nor remit payment for Usage
               sensitive charges incurred sixty (60) or more days preceding bill
               date.

         (e)   LICENSOR shall provide the data required by RESELLER's billing
               department to credit RESELLER for network outages.  This credit
               process shall be an automated process and shall not require a
               credit request from RESELLER.

14.      TERMS OF PAYMENT

         Payment shall be due thirty-one (31) days after the date of LICENSOR's
         invoice, or the receipt of LICENSOR's invoice, whichever is later. The
         invoice rendering date and dates showing the time period covered by
         the invoice must be printed on the invoice.  Amounts disputed by
         RESELLER shall be withheld from the monthly remittance and LICENSOR
         shall be notified in writing of such disputed amounts and shall be
         provided with documentation supporting such disputed amounts within
         thirty-one (31) days of RESELLER's receipt of the invoice containing
         such disputed charges. If the parties are unable to resolve the
         dispute within thirty (30) days following LICENSOR's receipt of
         RESELLER's written notice of disputed charges and supporting
         documentation, the dispute shall at the request of either party that
         wishes to pursue the matter be submitted for resolution via the terms
         of Section 28 of this Agreement.  RESELLER shall only be assessed late
         charges for amounts held in dispute that are determined pursuant to
         the resolution provisions of Section 28 to have been disputed in bad
         faith.





                                                                          Page 9

<PAGE>   13
         Such late charges shall be assessed at the rate of one and one-half
         percent (1 1/2%) per month on the disputed amount outstanding.

15.      WARRANTY

         LICENSOR represents and warrants that its Paging System and any
         software provided to RESELLER for use in association with the SERVICES
         is capable of correctly processing, providing, and receiving date data
         as well as properly exchanging accurate date data with all products
         (for example, hardware, software and firmware) with which this Paging
         System and software is designed to be used and will not malfunction or
         cease to function due to an inability to correctly process such date
         data, including but not limited to transitions to or from the years
         1999 and 2000.

16.      RIGHT TO AUDIT

         Upon written notice to LICENSOR, RESELLER or its authorized
         representative, shall have the right to commence an audit of
         LICENSOR's books, records and operations pertaining to its performance
         of this Agreement. The scope of the audit may include, but is not
         limited to:  financial records, documentation and procedures, and
         input and output processing. Within thirty (30) days of such notice,
         the Parties will determine the location, date and specific information
         to be audited. No more than two audits may be conducted in any
         calendar year.  Audits will be conducted during normal business hours
         and shall be of such records, accounts and internal processes and
         procedures that contain information concerning any reports provided by
         LICENSOR or any charges payable under the terms of this Agreement
         including, but not limited to, billing logic and associated systems.
         The cost of the audit shall be borne by RESELLER if the amount of
         overcharges discovered but not previously reimbursed to RESELLER does
         not exceed five percent (5%) of net payments to LICENSOR over the
         previous twelve (12) months.  However, the cost of such audit shall be
         borne by LICENSOR if the amount of overcharges discovered but not
         previously reimbursed to RESELLER exceeds five percent (5%) of
         RESELLER's net payments to LICENSOR over the previous twelve (12)
         months. All auditors shall be subject to the confidentiality
         requirements of both parties established herein.

17.      PRECEDENCE OF DOCUMENTS

         All orders for SERVICES placed by RESELLER upon LICENSOR during the
         Term hereof shall be subject to and governed by the provisions
         contained herein.  The terms and conditions of this written Agreement
         shall control over any conflicting or inconsistent terms and
         conditions contained in any order placed with LICENSOR by RESELLER and
         in any order confirmation issued by LICENSOR to RESELLER.





                                                                         Page 10
<PAGE>   14
18.      USE OF CONFIDENTIAL INFORMATION

         (a)     Any specifications, drawings, sketches, models, samples,
                 tools, computer programs, technical information, or
                 confidential business information or data disclosed by one
                 party to the other hereunder, if in writing and clearly marked
                 as "confidential" or with words of clearly similar meaning, at
                 the time of disclosure, or if oral and designated as
                 confidential at the time of disclosure as well as summarized
                 in a writing indicating the confidential nature of the same
                 within twenty (20) days of disclosure (hereinafter called
                 "Confidential Information"), shall remain the property of the
                 supplier of such Information.  All copies of such Confidential
                 Information in written, graphic or other tangible form shall
                 be returned to the discloser upon request,

         (b)     For the purposes of this Agreement, Confidential Information
                 shall not include any information that:

                 (1)      was previously known to the recipient;

                 (2)      is subsequently received by the recipient free from
                          any obligation to keep it confidential;

                 (3)      is independently developed by the receiving party; or

                 (4)      was or is subsequently made public by the supplier or
                          a third party, without breach of any obligation of
                          confidentiality.

                 All Confidential Information shall be treated as confidential
                 and not disclosed by the recipient, and shall unless the prior
                 written consent of the disclosing party is obtained be used by
                 the recipient only in connection with fulfilling the
                 obligations of the recipient that arise pursuant to this
                 Agreement, Confidential Information shall only be distributed
                 to those employees of the recipient who have a need to know.

         (c)     Each party shall treat the other's Confidential Information in
                 accordance with a standard of care reasonably calculated to
                 prevent inadvertent or accidental disclosure.  Nothing herein
                 shall be construed as waiving the right of any party to
                 require the other party to execute a written nondisclosure
                 agreement, containing reasonable additional terms and
                 conditions, prior to the supplying of particular Confidential
                 Information from time to time.

         (d)     LICENSOR shall take such measures as necessary to ensure that
                 all information regarding RESELLER's customers and potential
                 customers received by LICENSOR from RESELLER is not made
                 available to or used by LICENSOR, its affiliates, employees or
                 agents for any purposes other than to support RESELLER. This
                 shall not, however, be construed to prohibit





                                                                         Page 11
<PAGE>   15
                 LICENSOR from competing with RESELLER, provided it does not
                 use RESELLER provided information to do so.

19.      PUBLICITY

         The parties agree to submit to one another for written approval all
         advertising, sales promotion, press releases and other publicity
         matters relating to the SERVICES furnished or the SERVICES performed
         by them pursuant to this Agreement whereby their respective names or
         marks are mentioned or language from which the connection of said
         names or marks therewith may be inferred or implied, and the parties
         further agree not to publish or use such advertising, sales
         promotions, press releases, or publicity matters without such prior
         written approval.  Such approval shall not be unreasonably withheld or
         delayed by either party.

20.      COMPLIANCE WITH LAWS

         The parties hereto shall comply with the provisions of all applicable
         federal, state, county and local laws, ordinances, regulations and
         codes (including procurement of required permits or certificates) in
         their respective performance hereunder, including, but not limited to,
         the standards promulgated under the Occupational Safety and Health
         Act, Executive Order 11246, as amended, relative to Equal Employment
         Opportunity, Section 503 of the Vocational Rehabilitation Act of 1973,
         as amended, and Section 402 of the Vietnam Era Veterans Readjustment
         Assistance Act of 1974 and all applicable laws, orders and regulations
         concerning immigrants and non-discrimination in the employment of
         minorities, females, veterans and the handicapped.  Each party hereby
         agrees to indemnify the other party, and defend the same against, any
         claims, loss or damage sustained because of its noncompliance
         hereunder.

21.      FORCE MAJEURE

         Neither LICENSOR nor RESELLER shall be responsible for any delay or
         failure in performance of any part of this Agreement to the extent
         that such delay or failure is caused by an event beyond its control,
         which may include, but not be limited to, fire, flood, explosion, war,
         strike, embargo, government requirement, civil or military authority,
         and acts of God ("Condition(s)").  If any such Condition(s) occur(s),
         the party delayed or unable to perform shall promptly give notice to
         the other party and, if such Condition(s) remains at the end of thirty
         (30) days thereafter or for more than thirty (30) days within any
         ninety (90) day period, the party affected by the other's delay or
         inability to perform may elect to suspend this Agreement or part
         thereof, and resume performance of this Agreement once the
         Condition(s) cease(s), with an option in the affected party to extend
         the period of this Agreement up to the length of time the Condition(s)
         endured.  If such Conditions continue for more than thirty (30) days,
         or for more than thirty (30) days within any ninety (90) day period,
         either party shall have the right to terminate this Agreement upon
         written notice to the other party.





                                                                         Page 12
<PAGE>   16
  22.    LIABILITY

         (a)     Notwithstanding anything to the contrary herein, each party
                 shall indemnify and save the other harmless the other from any
                 loss or damages (including reasonable attorney's fees)
                 incurred by the other because of claims, suits, or demands
                 based on personal injury or death or property damage or third
                 party claims, suits or demands of any kind, to the extent such
                 loss or damage is caused by or results from the negligent or
                 willful acts or omissions of the other or its employees or
                 agents.  The indemnifying party shall receive the full
                 opportunity and authority to assume the defense of and
                 settlement of such suits.  The indemnified party may
                 participate in the indemnifying party's defense of such matter
                 through its own counsel at its own expense if it so elects.
                 The indemnified party agrees to furnish to the indemnifying
                 party upon request all information and reasonable assistance
                 available to the indemnified party for defense against any
                 such suit, claim, or demand.

         (b)     LICENSOR will defend, indemnify and hold harmless RESELLER,
                 and RESELLER's employees, agents and customers, from any
                 claim, assertion, suit, demand or proceeding ("Claim")
                 alleging that the SERVICES, or any materials related thereto
                 (including collateral, marketing materials and manuals
                 referred to in Section 6(f) herein except to the extent
                 RESELLER is obligated to indemnify LICENSOR pursuant to 6(f)),
                 provided by LICENSOR under this Agreement, or use or
                 possession thereof, constitute, cause or result in direct or
                 contributory infringement or inducement of infringement,
                 misappropriation, misuse of any patent, copyright, trademark,
                 trade secret or other intellectual property or proprietary
                 right, including any right of privacy or publicity, of any
                 person or entity.  LICENSOR shall pay all damages,
                 settlements, judgments, fines, penalties and costs (including
                 court costs and reasonable fees of attorneys) incurred in
                 connection with the Claim.  RESELLER will promptly notify
                 LICENSOR of the Claim and, at LICENSOR's expense, provide
                 LICENSOR with all requested information and assistance
                 reasonably necessary to the defense of the Claim.

         (c)     LICENSOR makes no warranty, either express or implied
                 concerning its facilities, products, or SERVICES, including,
                 without limitation, warranties of merchantability or fitness
                 for a particular purpose.  RESELLER acknowledges that service
                 interruptions in the telecommunications industry frequently
                 are due to circumstances beyond a carrier's control and are
                 difficult to assess as to cause or resulting damages.  The
                 parties agree that LICENSOR shall not be liable beyond the
                 actual and direct loss to RESELLER arising out of any
                 mistakes, omissions, interruptions, delays, errors, or defects
                 in transmission of pages on LICENSOR's Paging System.  Except
                 as otherwise provided in Sections 8 and 10, LICENSOR's
                 liability in each instance shall not exceed an amount
                 equivalent to the proportionate charge to RESELLER for the
                 period of the disruption of





                                                                         Page 13
<PAGE>   17
                 SERVICES or the amount of five hundred dollars ($500),
                 whichever is more.  LICENSOR shall not be liable for any act
                 or omission of any other entity furnishing services to
                 RESELLER.  Except with respect to a breach of the provisions
                 of Section 18, neither party shall be liable for any special,
                 incidental or other consequential damage or losses, including
                 without limitation lost profits, or for loss of stored,
                 transmitted or recorded data, even if it has been advised of
                 the possibility of such damages, nor shall either party be
                 liable for any such damages due to the fault or negligence of
                 the other party or its employees, agents, or representatives.
                 With regard to breaches of Section 18, the liability of the
                 breaching party shall not exceed ten thousand dollars
                 ($10,000.00) per breach unless the breach is found to be
                 knowing and intentional.

         (d)     All work performed under this Agreement by any party shall be
                 performed as an independent contractor and not as an agent of
                 any other party.  Persons furnished by the respective parties
                 shall be solely the employees or agents of the furnishing
                 party, and shall be under the sole and exclusive direction and
                 control of such party.  They shall not be considered employees
                 of the other party for any purpose.  Each party shall be
                 responsible for compliance with all laws, rules and
                 regulations involving its employees or agents, including (but
                 not limited to) employment of labor, hours of labor, health
                 and safety, working conditions and payment of wages.  Each
                 party shall also be responsible, for payment of taxes,
                 including federal, state, and municipal taxes, chargeable or
                 assessed with respect to its employees or agents, such as
                 social security, unemployment, workers' compensation,
                 disability insurance and federal and state income tax
                 withholding. 

        (d)      RESELLER and LICENSOR each agree to maintain during the 
                 term hereof all insurance and/or bonds required by law or this
                 Agreement, including, but not limited to (1) Workers'
                 Compensation and related insurance as prescribed by applicable
                 law; (2) employer's liability insurance with limits of at least
                 $100,000 for each occurrence, and (3) comprehensive general
                 liability insurance including products liability, and, if the
                 use of motor vehicles is required, comprehensive motor vehicle
                 liability insurance, each with limits of at least $500,000 for
                 combined single limit for bodily injury, including death,
                 and/or property damage. RESELLER and LICENSOR each shall cause
                 the other to be included as an Additional Insured under their
                 respective policies and RESELLER's and LICENSOR's appropriate
                 coverage under such policies shall be primary. RESELLER and
                 LICENSOR each shall furnish certificates or evidence of the
                 foregoing insurance indicating the amount and nature of such
                 coverage, the expiration date of each policy, and stating that
                 no material change or cancellation of any such policy shall be
                 effective unless thirty (30) days advanced written notice is
                 given to the party named as an Additional Insured.
                 Notwithstanding the above, LICENSOR and RESELLER shall each
                 have the option, where permitted by law, to self-insure any or
                 all of the foregoing risks.





                                                                         Page 14
<PAGE>   18
  23.    ASSIGNMENT

         (a)     Except as otherwise provided herein, the rights and
                 obligations of the parties hereunder shall neither be assigned
                 nor delegated without the prior written consent of the other
                 party, provided that either may assign or delegate its
                 respective rights and obligations hereunder, in whole or in
                 part, to any parent, subsidiary or affiliate of RESELLER or
                 LICENSOR that was a parent, subsidiary or affiliate at the
                 time of execution of this Agreement upon notice and without
                 the consent of the other party.  Such assignment shall not
                 diminish any rights or duties that LICENSOR or RESELLER may
                 have had prior to the effective date of assignment.

         (b)     The limitation on assignment does not apply to an assignment
                 confined solely to moneys due or to become due under this
                 Agreement, provided that the assigning party gives the other
                 party to this Agreement thirty (30) days prior written notice
                 of such assignment.  An assignment of moneys shall be void to
                 the extent that it imposes upon RESELLER or LICENSOR
                 obligations to the assignee in addition to the payment of such
                 moneys, or to preclude RESELLER or LICENSOR from dealing
                 solely and directly with the other in all matters pertaining
                 hereto, including negotiation of amendments or settlement of
                 amounts due.  If RESELLER or LICENSOR makes such an
                 assignment, it is and shall remain responsible for payment
                 hereunder.

         (c)     Either party may transfer this Agreement as part of a merger
                 or upon the sale of all or substantially all of that party's
                 business on notice to the other party whose consent shall not
                 be required unless the purchaser is a direct competitor of the
                 party receiving the notice, in which case the party receiving
                 the notice shall have the option to terminate this Agreement
                 on ninety (90) days' notice.

24.      TAXES

         RESELLER shall be liable for and shall reimburse LICENSOR for actual
         payments of any retailers' excise taxes, state and local sales and use
         taxes, or any similar taxes as applicable, with respect to
         transactions under this Agreement.  Taxes payable by RESELLER shall be
         separately stated in LICENSOR's invoices and shall not be included In
         LICENSOR's prices.  RESELLER shall not be liable for any tax for which
         a valid exemption certificate acceptable to the applicable state or
         local taxing authorities is furnished by RESELLER to LICENSOR.

25.      RECORDS

         (a)     LICENSOR shall maintain complete and accurate records of all
                 amounts billable to and payments made by RESELLER hereunder,
                 in accordance with generally accepted accounting practices.
                 LICENSOR shall retain such records





                                                                         Page 15
<PAGE>   19
                 for a period of three (3) years from the date of rendering of
                 SERVICES covered by this Agreement.  LICENSOR agrees to
                 provide to RESELLER supporting documentation concerning any
                 disputed amount of invoice within thirty (30) days after
                 RESELLER provides written notification of the dispute to
                 LICENSOR along with RESELLER's documentation supporting any
                 disputed amount.  LICENSOR shall retain such records for three
                 (3) years from date of invoice.

         (b)     RESELLER's original Subscriber records shall be and remain the
                 property of RESELLER.  LICENSOR shall be entitled at
                 LICENSOR's expense during normal business hours to make copies
                 of such records directly relating to information verifying the
                 number of Subscribers or compliance by RESELLER to the terms
                 of this Agreement.

26.      RIGHT OF ACCESS

         LICENSOR and RESELLER shall each permit reasonable access during
         normal working hours to its facilities in connection with work
         hereunder.  No charge shall be made for such visits.  It is agreed
         that reasonable prior notification shall be given when access is
         required and that access is subject to compliance with the facility
         rules of conduct and security procedures of the visited property.

27.      TERMINATION

         (a)     RESELLER may terminate this Agreement with or without cause,
                 upon thirty (30) days' written notice to LICENSOR.
                 Termination shall not affect any order placed prior to the
                 date of termination,

         (b)     Either party may terminate this Agreement, effective
                 immediately, without liability for said termination, upon
                 written notice to the other party, if any of the following
                 events occur:

                 (1)      The other files a voluntary petition in bankruptcy;

                 (2)      The other is adjudged bankrupt;

                 (3)      A court assumes jurisdiction of the assets of the
                          other under a federal reorganization act;

                 (4)      A trustee or receiver is appointed by a court for all
                          or a substantial portion of the assets of the other;

                 (5)      The other becomes insolvent or suspends its business;

                 (6)      The other makes an assignment of its assets for the
                          benefit of its creditors, except as required in the
                          ordinary course of business;





                                                                         Page 16
<PAGE>   20
         (c)     Either party may immediately terminate this Agreement for a
                 material breach or default of any of the terms, conditions or
                 covenants of this Agreement by the other, provided that such
                 termination may be made only following the expiration of a
                 thirty (30) day period during which the other party has failed
                 to cure such breach after having been given written notice of
                 such breach.

         (d)     In the event of a material breach or default by LICENSOR,
                 provided that LICENSOR has failed to cure the same within
                 thirty (30) days of its receipt of RESELLER's written notice
                 of default, or if said default cannot be cured within a thirty
                 (30) day period, LICENSOR has failed to commence and
                 diligently pursue curing such a default, RESELLER shall be
                 under no obligation to continue to provide LICENSOR's SERVICES
                 to its Subscribers, and RESELLER shall have the right to
                 assign those Subscribers to another paging service.

28.      DISPUTE RESOLUTION

         (a)     The parties desire to resolve certain disputes, controversies
                 and claims arising out of this Agreement without litigation.
                 Accordingly, except in the case of (i) a suit, action or
                 proceeding to compel a party to comply with its obligations to
                 indemnify the other party pursuant to this Agreement or (ii) a
                 suit, action or proceeding to compel either party to comply
                 with the dispute resolution procedures set forth in this
                 Section 27, the parties agree to use the following alternative
                 procedure as their sole remedy with respect to any dispute,
                 controversy or claim arising out of or relating to this
                 Agreement or its breach.  The term "Arbitrable Dispute" means
                 any dispute, controversy or claim to be resolved in accordance
                 with the dispute resolution procedure specified in this
                 Section 27.

         (b)     At the written request of a party, each party shall appoint a
                 knowledgeable, responsible representative to meet and
                 negotiate in good faith to resolve any Arbitrable Dispute
                 arising under this Agreement.  The parties intend that these
                 negotiations be conducted by nonlawyer, business
                 representatives.  The discussions shall be left to the
                 discretion of the representatives.  Upon written agreement,
                 the representatives may utilize other alternative dispute
                 resolution procedures such as mediation to assist in the
                 negotiations.  Discussions and correspondence among the
                 representatives for purposes of these negotiations shall be
                 treated as confidential information developed for purposes of
                 settlement, shall be exempt from discovery and production, and
                 shall not be admissible in the arbitration described below or
                 in any lawsuit without the concurrence of all parties.
                 Documents identified in or provided with such communications,
                 which are not prepared for purposes of the negotiations, are
                 not so exempted and may, if otherwise admissible, be admitted
                 in evidence in the arbitration or lawsuit.





                                                                         Page 17
<PAGE>   21
         (c)     If the negotiations do not resolve the Arbitrable Dispute
                 within sixty (60) days of the initial written request, the
                 Arbitrable Dispute shall be submitted to binding arbitration
                 by a single arbitrator pursuant to the Commercial Arbitration
                 Rules of the American Arbitration Association.  A party may
                 demand such arbitration in accordance with the procedures set
                 out in those rules.  Discovery shall be controlled by the
                 arbitrator and shall be permitted to the extent set out in
                 this Section.  Each party may submit in writing to a party,
                 and that party shall so respond, to a maximum of any
                 combination of thirty-five (35) (none of which may have
                 subparts) of the following: interrogatories, demands to
                 produce documents and requests for admission.  Each party is
                 also entitled to take the oral deposition of one (1)
                 individual of another party.  Additional discovery may be
                 permitted upon mutual agreement of the parties.  The
                 arbitration hearing shall be commenced within sixty (60) days
                 of the demand for arbitration and the arbitration shall be
                 held in Dallas, Texas.  The arbitrator shall control the
                 scheduling so as to process the matter expeditiously.  The
                 parties may submit written briefs.  The arbitrator shall rule
                 on the Arbitrable Dispute by issuing a written opinion within
                 thirty (30) days after the close of hearings.  The times
                 specified in this Section may be extended upon mutual
                 agreement of the parties or by the arbitrator upon a showing
                 of good cause.  Judgment upon the award rendered by the
                 arbitrator may be entered in any court having jurisdiction.

         (d)     Each party shall bear its own cost of these procedures.  A
                 party seeking discovery shall reimburse the responding party
                 the cost of production of documents (to include search time
                 and reproduction time costs).  The parties shall equally share
                 the fees of the arbitration and the arbitrator.

29.      NOTICES

         Any notice or demand given under the terms of this Agreement or
         pursuant to statute shall be in writing and shall be given or made by
         telegram, facsimile transmission, certified or registered mail,
         express mail or other overnight delivery service or hand delivery,
         proper postage or other charges paid and addressed or directed to the
         respective parties as follows;

                                  To RESELLER:

         GTE Communications Corporation
         5221 N. O'Connor Boulevard
         East Tower, 14th Floor
         Irving, Texas 75039
         Attention: Director - Contract Management (HQL06C43)





                                                                         Page 18
<PAGE>   22
                              To RESELLER's LEGAL:

         GTE Communications Corporation
         5221 N. O'Connor Boulevard
         East Tower, 14th Floor
         Irving, Texas 75039
         Attention: Legal Department (HQL06B62)


                                  To LICENSOR:

         PageMart Wireless, Inc.
         3333 Lee Parkway
         Suite 100
         Dallas, Texas 75219
         Attention: Vice President - Strategic Alliance Business Unit

         Such notice or demand shall be deemed to have been given or made when
         actually received or the third business day following the day it is
         dispatched after being sent, whichever occurs first.

         The address for notice set out above may be changed at any time by
         giving thirty (30) days prior written notice in the manner above.

30.      NONWAIVER

         Either party's failure to enforce any of the provisions of this
         Agreement and/or any purchase order, or to exercise any option
         hereunder, shall in no way be construed as a waiver of such
         provisions, rights, or options, or in any way be deemed to affect the
         validity of this Agreement or any purchase order.

31.      SEVERABILITY

         Should any material part of this Agreement for any reason be declared
         invalid by order of any court or regulatory agency, the parties shall
         meet and determine whether such action shall not affect the validity
         of any remaining portion, which shall remain in force and effect as if
         this Agreement had been executed with the invalid portion eliminated,
         or shall require renegotiation or termination.

32.      SECTION HEADINGS

         The headings of the sections herein are inserted for convenience only
         and are not intended to affect the meaning or interpretation of this
         Agreement.





                                                                         Page 19
<PAGE>   23
33.      SURVIVAL OF OBLIGATIONS

         The respective obligations of LICENSOR and RESELLER under this
         Agreement which by their nature would continue beyond the termination,
         cancellation or expiration hereof, shall survive termination,
         cancellation or expiration hereof.

34.      CHOICE OF LAW

         The construction, interpretation and performance of this Agreement
         shall be governed by and construed in accordance with the domestic
         laws of the state of Texas.

35.      ENTIRE AGREEMENT

         This Agreement and the exhibits hereto constitute the entire agreement
         between LICENSOR and RESELLER.  No modifications shall be made to this
         Agreement unless in writing and signed by appropriate representatives
         of the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement through
their authorized corporate representatives.

GTE COMMUNICATIONS                              PAGEMART WIRELESS, INC.
CORPORATION                                   

By:      /s/ ROBERT E. STEWART for              By:     /s/ DOUGLAS S. GLEN
         Deb Covey                            
Name:    Robert E. Stewart                      Name:   Douglas S. Glen
Title:   AVP-Billing and Cost Mgmt.             Title:  Executive Vice President
Date:    12/30/97                               Date:   12/19/97





                                                                         Page 20
<PAGE>   24
                                   EXHIBIT A
                                    PRICING
<TABLE>
<CAPTION>
[1]  NUMERIC SERVICES

                         PER MO, PER UNIT            NETWORK        US 800/888      800/888
COVERAGE                 FLEX NETWORK RATE        OVERCALL LEVEL      CHARGE     OVERCALL LEVEL
-----------------------------------------------------------------------------------------------
<S>                     <C>                       <C>               <C>          <C>
Local                         $ *                  >400 @ $ *          + $ *       >200 @ $ *
Numeric Roam USA              $ *                  >400 @ $ *          + $ *       >200 @ $ *
(Includes PR-VI-Bahamas)                                                                     
Numeric Roam International    $ *                  >400 @ $ *          + $ *       >200 @ $ *
(USA + all other coverage)    
Pick-A-City USA               $ *                  >400 @ $ *          + $ *       >200 @ $ *
Pick-A-City International     $ *                  >400 @ $ *          + $ *       >200 @ $ *
Statewide                     $ *                  >400 @ $ *          + $ *       >200 @ $ *
Regional                      $ *                  >200 @ $ *          + $ *       >200 @ $ *
Nationwide 48 states          $ *                  >200 @ $ *          + $ *       >200 @ $ *
Extended Nationwide           $ *                  >200 @ $ *          + $ *       >200 @ $ *
(48 states+AL-HI-PR-VI)
International                 N/A              use International Roam
(Extended NW+Can-Mex-Cntrl Am)
</TABLE>


NOTES:

(a)  GTECC and PageMart agree that the above aggregate pricing is reflective of 
GTECC utilizing PageMart as the "Preferred Network Provider" versus other 
similar paging network carriers for like paging services, coverages and 
related messaging services currently offered by PageMart.

(b)  Prices are for FLEX protocol pagers only.

(c)  International options require use of paging frequency 929.6625 Mhz only.

(d)  Numeric Roaming services include numeric retrieval.

(e)  All rates are per unit per month unless noted otherwise.

(f)  Services rates quoted above include aggregate overcall billing. Aggregate 
pricing refers to billing overcall charges only after an aggregate overcall 
threshold has been exceeded. The aggregate overcall threshold is the product of 
the numbers of GTECC subscribers and their respective overcall threshold. For 
example, the aggregate threshold for 500 local units in service is 200,000 
calls/month (500 X 400 calls). If total call count for this group of 500 pagers 
was 220,000 calls, then overcall charges incurred for that month would be *
(20,000 calls x $ * ). For numeric paging there are three thresholds subject to 
overcalls: (1.) Local, Roam, and Statewide; (2.) Regional; and (3.) Nationwide 
and Extended Nationwide. AGGREGATE BILLING IS NOT AVAILABLE FOR 800 OR 888 
SERVICE.

(g)  Aggregate pricing is contingent, upon GTECC selling/supporting industry 
standard overcall thresholds and rates in order to create penalties for 
overcall abusers.

(h)  Aggregate pricing is contingent upon GTECC customer usage profile not 
changing significantly from the current industry usage standards of 80 calls 
per month; should a change occur, the aggregate pricing may be revised to 
insure PageMart fair compensation.

(i)  PageMart 800/888 numbers will not accept toll-free calls that originate 
from pay phones. PageMart will permit GTE to accept calls originating from pay 
phones provided GTE agrees to pay for those calls on a per call basis.

*    CONFIDENTIAL INFORMATION HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN
     FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR
     CONFIDENTIAL TREATMENT.   



                                                                        Page A-1
<PAGE>   25
[2] ADDITIONAL NUMERIC SERVICES

<TABLE>
<CAPTION>
                  SERVICE                             RATES PER MONTH
--------------------------------------------------------------------------------------
<S>                                          <C>
Generic Greeting                                           no charge

Custom Greeting                                           $*

Numeric Retrieval                                         $*

Second DID (US)                                           $*

800 / 888 Canadian Access                    $* (>200 calls, $* per call)

VoiceMail:

     Small Talk (5 mes., 20 sec., 12 hour)                $*
     Small Talk with US 800 / 888                         $*

     Standard (15 mes., 30 sec., 24 hour)                 $*
     Standard with US 800 / 888                           $*

     Executive (15 mes., 60 sec., 48 hour)                $*
     Executive with US 800 / 888                          $*

     VIP (15 mes., 120 sec., 48 hour)                     $*
     VIP with US 800 / 888                                $*

</TABLE>

ADDITIONAL TEXT SERVICES:

<TABLE>
<CAPTION>
                  SERVICE                                     RATE
--------------------------------------------------------------------------------------
<S>                                                       <C>
Broadcast Services-Generic, for all subscribers           $* per month
</TABLE>


* CONFIDENTIAL MATERIAL HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN FILED 
  SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL 
  TREATMENT.



                                                                        Page A-2
<PAGE>   26
[3] TEXT SERVICES

<TABLE>
<CAPTION>

                              PER MO, PER UNIT         TEXT NETWORK        NUMERIC NET.        US 800/888        US 800/888
COVERAGE                     FLEX NETWORK RATE         OVERCALL LEVEL      OVERCALL LEVEL        CHARGE        OVERCALL LEVEL   
--------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                 <C>                 <C>             <C>
Local                         $    *                   >75 @ $ *           >400 @ $ *           + $ *           >200 @ $ *
Roam USA                      
(Includes PR-VI-Bahamas)      $    *                   >75 @ $ *           >400 @ $ *           + $ *           >200 @ $ *
Roam  International
(USA + all other coverage)    $    *                   >75 @ $ *           >400 @ $ *           + $ *           >200 @ $ *
Pick-A-City USA               $    *                   >75 @ $ *           >400 @ $ *           + $ *           >200 @ $ *
Pick-A-City International     $    *                   >75 @ $ *           >400 @ $ *           + $ *           >200 @ $ *
Statewide                     $    *                   >75 @ $ *           >400 @ $ *           + $ *           >200 @ $ *
Regional                      $    *                   >50 @ $ *           >200 @ $ *           + $ *           >200 @ $ *
Nationwide all 48 states      $    *                   >50 @ $ *           >200 @ $ *           + $ *           >200 @ $ *
Extended Nationwide           $    *                   >50 @ $ *           >200 @ $ *           + $ *           >200 @ $ *
(48 states+AL-HI-PR-VI)    
International                   N/A             use Roam International
(Extended NW+Can-Mex-Cntrl Am)
</TABLE>


NOTES:

(a)  GTECC and PageMart agree that the above pricing is reflective of GTECC
utilizing PageMart as the "Preferred Network Provider" versus other similar
paging network carriers for like paging services, coverages, and related
messaging services currently offered by PageMart.

(b)  All packages include 100 characters per message unless otherwise noted.

(c)  All rates are for FLEX protocol only pagers.

(d)  International options require equal level of US service and 929.6625 Mhz.

(e)  Roaming includes text message retrieval and numeric retrieval.

(f)  All rates are per unit, per month unless noted otherwise.

(g)  Service pricing for local, roam, and statewide levels only represent
aggregate billing. Aggregate billing refers to billing overcall charges only
after an aggregate overcall threshold has been exceeded. The aggregate overcall
threshold is the product of the numbers of GTECC subscribers and their
respective overcall threshold. For example, the aggregate threshold for 500
units in service is 37,500 calls/month (500 x 75 calls). If total call count for
this group of pagers was 42,500 calls, then overcall charges incurred for that
month would be $* (5,000 calls x $*). For text paging all Local, Roam, and
Statewide calls will be combined for aggregate computation. AGGREGATE BILLING
IS NOT AVAILABLE FOR 800 OR 888 SERVICE.

(h)  Aggregate pricing is contingent upon GTECC selling/supporting industry
standard overcall thresholds and rates in order to create penalties for
overcall abusers.

(i)  Aggregate pricing is contingent upon GTECC customer usage profile not
changing significantly from the current industry usage standards; if a change
should occur, the aggregate pricing may be revised to insure PageMart fairly
compensation.

(j)  If a GTECC subscriber originates more than 500 text messages in one month,
GTECC and PageMart will discuss the validity of the application and remove that
customer from aggregation on the basis that at such a high level, over 16 text
messages per day, PageMart is not fairly compensated.

(k)  PageMart 800/888 numbers will not accept toll-free calls that originate
from pay phones. PageMart will permit GTE to accept calls originating from pay
phones provided GTE agrees to pay for those calls on a per call basis.


*    CONFIDENTIAL INFORMATION HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN
     FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR
     CONFIDENTIAL TREATMENT.


                                                                        Page A-3
<PAGE>   27
[4] EQUIPMENT


PRODUCT NAME                       COST PER UNIT
------------------------------------------------
Motorola Pronto - Flex                  $ *
Motorola Bravo - Flex                   $ *
Motorola Ultra Express - Flex           $ *

Uniden FX 9400                          $ *
Uniden FLX 9050                         $ *

Motorola Wordline                       $ *
Motorola Advisor Gold                   $ *



NOTES:

(a) Prices include freight charges for standard UPS shipment in the continental
US based on bulk shipments of more than 50 units.

(b) Pagers do not have face labels.

(c) Batteries are included.

(d) Product has a 90 day manufacturer warranty.

(e) Shipments/prices are based on availability.

(f) All rates are per unit.

(g) GTECC is under no obligation to purchase equipment from PageMart.

 *  CONFIDENTIAL INFORMATION HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN
    FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR
    CONFIDENTIAL TREATMENT.

                                                                        Page A-4
<PAGE>   28
                                   EXHIBIT B
                                        
                            PERFORMANCE REQUIREMENTS


1.  PAGER ACTIVATION SYSTEM AVAILABILITY: Licensor's pager activation network
    server will be available 98% of the time, less any scheduled downtime,
    averaged over a 30 day period of time.

2.  MEAN TIME TO RESTORE: The mean time to restore all trouble tickets opened
    through the Licensor's Strategic Alliance Help Desk will be less than two
    hours.

3.  INITIAL NOTIFICATION: Licensor will provide initial notification for all
    activation system outages and all major network outages via Reseller's
    Network Management Center (800-500-8113) within 30 minutes of actual
    identification of outage during normal business hours M-F 7:30 a.m. until
    7:00 p.m. CST. All other weekday and weekend hours, Licensor agrees to
    notify Reseller's Network Management Center within two hours of actual
    identification of outage.

4.  STATUS NOTIFICATION: Licensor will provide Reseller status notification for
    all system outages/incidents via the Network Management Center
    (800-500-8113) every thirty (30) minutes until the reportable
    outage/incident is resolved unless otherwise agreed upon by Reseller.

5.  PLANNED OUTAGE NOTIFICATION: Licensor will provide notification to Reseller
    of all planned outages with the activation system and paging network no less
    than two business days prior to the planned outage that could place
    Reseller's Services at risk.

    Should emergency maintenance outage be necessary, Licensor shall use its
    commercially reasonable best effort to notify reseller via the Network
    Management Center (800-500-8113 or E-mail) of the outage existence.

6.  ROOT CAUSE ANALYSIS REPORT: For any major customer affecting
    incident(s)/outage(s) Licensor will provide an Initial Root Cause Analysis
    (RCA) Report(s) to Reseller within two business days.

    Final Root Cause Analysis (RCA) Reports will be provided by Licensor to
    Reseller via the Network Management Center within thirty (30) days of any
    reportable event, incident or outage.

    (A major incident/outage for RCA Reports is defined as any paging terminal
    failure in excess of two (2) hours, satellite and satellite up-link failure
    in excess of two (2) hours, any communications fiber or cable cut in excess
    of four (4) hours, transmitter down in excess of twenty four (24) hours and
    any activation and related equipment in excess of two (2) hours).



                                                                        Page B-1
<PAGE>   29
                                   EXHIBIT C
                                        
                    REPAIR REPORTING & ESCALATION PROCEDURES


1.  Licensor shall accept and document all troubles referred from Reseller on
    the Licensor's trouble reporting system.

2.  Licensor shall contact Reseller via telephone to verify trouble has been
    resolved prior to closing the trouble report. This mutual closing process
    shall take place between Licensor and Reseller within one hour of trouble
    resolution.

3.  Licensor shall provide escalated repair and trouble shooting assistance for 
    Reseller's Customer Service Management team for those incidents that are 
    not the business norm via the Licensor's Strategic Alliance Help Desk as 
    outlined below.

    MONDAY THROUGH FRIDAY DURING BUSINESS HOURS (7:30AM - 7:00PM (CT)):

    a.  Call Strategic Help Desk 800-260-2617. Leave a voice message, if you get
    voice mail. If it is an emergency, press zero (0) and the operator will page
    through the telephone public address system for a Strategic Alliance
    Representative. (available 1/98)

    b. If no response, call the Team's Supervisor, Glinda Freemon 214-765-3526

    c. If no response, call the emergency On Call pager at 888-260-9524

    d. If no response, call the Strategic Alliances Help Desk Manager Dyann
    Freeman at 214-765-3575.

    e. If no response, call the Director Phil Terry at 214-765-3398.

AFTER BUSINESS HOURS AND ON WEEKENDS:

    f. Call the Emergency "On Call" pager 888-260-9524.

    g. If no response in five minutes call the Numeric Number on the Emergency
    "On Call" pager at 214-322-4240 and enter your phone number with area code.

    h. If no response in five minutes page Glinda Freemon, Supervisor at
    800-864-8444 PIN 121-1157.

    j. If no response in five minutes page Dyann Freeman, Manager at
    800-864-8444 PIN 121-0580.




                                                                        Page C-1
<PAGE>   30
    j. If no response in five minutes page Phil Terry, Director at 800-219-4611,
       PIN 133-4686.

4.  During any major network outage or emergency, certain designated Reseller's
    management personnel may access the Licensor's Communication Center directly
    for immediate crisis reporting, assessments and updates. The Licensor's
    Communications Center may be reached directly at 800-864-5809 extension 3854
    the shift Supervisor will then be the Licensor's primary contact for inquiry
    handling. Direct access to the Licensor's Communications Center will be
    restricted to certain and specific Reseller's management personnel, through
    mutual consent, by both the Licensor and Reseller.



                                                                        Page C-2
<PAGE>   31
                                   EXHIBIT D
                                        
                            NETWORK REPORTS CRITERIA

The Licensor will provide the following confidential network and system reports 
to Reseller by the fifteenth (15) day of each month, following the previous 
month's performance. The report format may be modified from time to time by 
mutual consent to meet the Reseller's needs. Initially, the reports will be
sent to the Senior Manager - Vendor Management Wireless via Email.

     1.   DIAL UP MODEMS FOR ALPHA/TEXT SERVICE: Licensor will provide a P.02 
          grade of service for all Alpha/Text modem access. An exception report 
          will detail the areas not achieving this level of service with an 
          estimated time for resolution and/or repair.

     2.   TRUNKING BUSY HOUR: Licensor will provide a P.02 grade of service for 
          circuits into all paging terminals. An exception report will detail 
          areas not achieving this level of service with an estimated time for 
          resolution and/or repair.

     3.   TRANSMITTER OUTAGES: Licensor will provide an exception report 
          detailing each transmitter outage in excess of four (4) hours. This 
          report will include, but not limited to, name, location (city/state), 
          total downtime with dates.

     4.   TERMINAL OUTAGES: This report will list each paging terminal on the 
          Licensor's system that was out of service for greater than one (1) 
          minute. The report will include, but not limited to, name, 
          location (city/state), total downtime with dates.

     5.   REPEAT TROUBLE - TRANSMITTER: This report will list any Licensor 
          repeat paging transmitter that has occurred within the same thirty 
          (30) day period. The report will detail name and location of each 
          transmitter.

     6.   REPEAT TROUBLE - TERMINAL: This report will list any Licensor repeat 
          paging terminal that has occurred within the same thirty (30) day 
          period. The report will detail name and location of each terminal.

     7.   ACTIVATION SYSTEM ACCESS: This report will measure Licensor's 
          responsiveness of the "PRIME" administrative activation system. 
          Hourly tests will be conducted during the hours of 10:00am - 5:00pm 
          CST.

     8.   INTERNET GATEWAY TRAFFIC STATISTICS: This report will measure the 
          accessibility and reliability of the Licensor's InterNet gateway. The 
          report details will be jointly determined by both Reseller and 
          Licensor during the 1st Quarter, 1998.


                                                                        Page D-1
<PAGE>   32
     7.   BLOCKED CALLS: Licensor agrees to provide P.02 grade of service or 
          better for all paging customer calls placed into paging terminals.

     8.   PAGE DELAYS: Licensor agrees that paging transmission latency will 
          not exceed an average of 120 seconds per message averaged over a 24 
          hour period.

     9.   NETWORK RELIABILITY AND PERFORMANCE REPORTS: Licensor shall provide 
          to Reseller via the Network Management Center all required monthly 
          Network Reliability and Performance Reports by the fifteenth (15) day 
          of each month, following the previous month's performance. A listing 
          of these reports is contained in Exhibit D and is subject to change 
          by mutual consent.






                                                                        Page D-2