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                                                                   EXHIBIT 10.24



                               AGREEMENT BETWEEN
                             PAGEMART INCORPORATED
                                      AND
                     GTE COMMUNICATION SYSTEMS CORPORATION
                                   TO ASSUME
                                      AND
                                AMENDMENT NO. 2
                                       TO
                                RESALE AGREEMENT
                              NUMBER 999999-93-12
                                    BETWEEN
                             PAGEMART INCORPORATED
                                      AND
                            GTE SERVICE CORPORATION

ASSUMPTION

GTE Communication Systems Corporation, acting through its GTE Supply division,
for the benefit of itself and the affiliates enumerated in Exhibit D, with
offices at 700 Hidden Ridge, Irving, Texas 75038 ("RESELLER") assumes and
Pagemart Incorporated. with its principal offices located at 6688 North Central
Expressway, Suite 900, Dallas, Texas 75026 ("LICENSOR") accepts its assumption
of all rights and obligations of GTE SERVICE CORPORATION as RESELLER in said
Agreement Number 999999-93-12 as amended (Agreement).

AMENDMENT

THIS AMENDMENT NO. 2 to Resale Agreement Number 999999-93-12, between RESELLER
and LICENSOR shall be effective upon execution by both parties.

NOW, THEREFORE, the parties agree to the following changes for the mutual
benefit of both parties.

CHANGE NUMBER 1

Exhibit A, PRICING of the Agreement shall be replaced with Exhibit A, PRICING
attached hereto.

CHANGE NUMBER 2

In consideration of the renewal of Resale Agreement Number 999999-93-12
LICENSOR agrees to issue the credits and discounts in, and fulfill the other
commitments as detailed in Exhibit B, DISCOUNTS/CREDITS. By accepting the
discounts and credits listed in Exhibit B, RESELLER does not represent or
guarantee the ordering of any level or amount of Services from LICENSOR or any
peculiar status relative to other vendors.

CHANGE NUMBER 3

Exhibit C, AUTHORIZED EQUIPMENT attached hereto shall be added to the
Agreement.




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CHANGE NUMBER 4

The following shall be added as Section 32:

         32.     AUTHORIZED EQUIPMENT

                          (a)     RESELLER and its Subscribers shall only
                                  utilize the Equipment listed in Exhibit C,
                                  AUTHORIZED EQUIPMENT in connection with
                                  LICENSOR's Services. LICENSOR may revise
                                  Exhibit C from time to time upon delivery of
                                  written notice to RESELLER at least one
                                  hundred eighty (180) days prior to the
                                  effective date of such revision. If LICENSOR
                                  amends Exhibit C in such a manner whereby
                                  previously authorized Equipment is no longer
                                  authorized for use on LICENSOR's Paging
                                  System, LICENSOR agrees at its sole cost and
                                  expense to provide substitute authorized
                                  Equipment in exchange for the previously
                                  authorized Equipment then utilized by
                                  RESELLER's Subscribers.

                          (b)     All pagers previously sold by LICENSOR to
                                  RESELLER are included in this Agreement, as
                                  they all still work on this network.

CHANGE NUMBER 5

Exhibit D, GTE AFFILIATED ENTITIES attached hereto shall be added to the
Agreement.

CHANGE NUMBER 6

Exhibit E, REPORTS attached hereto shall be added to the Agreement and LICENSOR
agrees to provide such reports to RESELLER.

CHANGE NUMBER 7

The second line of Section 1. TERM shall be changed to read "thereafter until
October 31, 2000 unless terminated or modified by..."

CHANGE NUMBER 8

The following shall be added as Section 31.

         31.     SERVICE COMMITMENT

                 *

CHANGE NUMBER 9

Add the following to Section 6, LICENSOR RESPONSIBILITIES





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                 (d)      LICENSOR agrees to provide the monthly reports
                          described in Exhibit E, attached hereto, to RESELLER.

                 (e)      LICENSOR shall assume the role of system coordinator
                          for all RESELLER'S terminals. This includes
                          monitoring these terminals for alarms, notifying
                          RESELLER of alarms, scheduling routine maintenance,
                          software upgrades and hardware upgrades.

                 (f)      LICENSOR is responsible for keeping RESELLER informed
                          of all necessary updates and maintenance to the
                          degree that it does not affect the RESELLER.

CHANGE NUMBER 10

Add the following to Section 7, RESELLER RESPONSIBILITIES

                 (g)      RESELLER is responsible for updating the contact list
                          of people who LICENSOR is to contact if an alarm
                          occurs or routine maintenance is required or upgrades
                          become necessary.

                 (h)      RESELLER is responsible for purchasing software,
                          hardware, and spare kits for each terminal owned by
                          RESELLER. RESELLER agrees to reimburse LICENSOR at
                          the rate of $100 per man hour (plus travel expenses)
                          for all software and hardware upgrades and other
                          maintenance that RESELLER approves LICENSOR to
                          perform on their behalf.

                 (i)      RESELLER will handle emergency maintenance for
                          service affecting outages on a case by case basis.

CHANGE NUMBER 11

Add the following to Section 10. BILLING

                 (b)      LICENSOR shall provide to RESELLER an overcalls
                          invoice by the 10th day of each month.*

                 (c)      LICENSOR shall provide to RESELLER a detailed billing
                          statement for airtime services charge by the 15th day
                          of each month.*

                 (d)      If the 15th day of the month falls on a weekend the
                          statement will be delivered to RESELLER by 12:00 noon
                          Central Standard Time on the next business day.

Except as specifically modified, amended or supplemented herein, all terms and
conditions of Resale Agreement Number 999999-93-12 and its Amendment One shall
remain in full force and effect between the parties.





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<TABLE>
<CAPTION>
RESELLER                                                    LICENSOR
<S>                                                         <C>
GTE COMMUNICATION SYSTEMS                                   PAGEMART INCORPORATED
CORPORATION

/s/ KEITH HENDERSHOT                                        /s/ DOUGLAS S. GLEN                                
---------------------------------------------               ---------------------------------------------------
(Signature of Authorized Agent)                             (Signature of Officer)

Keith Hendershot                                            Douglas S. Glen                                     
---------------------------------------------               --------------------------------------------------- 
(Printed Name of Officer)                                   (Printed Name of Officer)

Acting Group Manager - Contract Management                  Executive Vice President                           
---------------------------------------------               ---------------------------------------------------
(Title)                                                     (Title)

Date:  10-2-97                                              Date:   10-2-97                                   
      ---------------------------------------                     ---------------------------------------------
</TABLE>


                 APPROVED AS TO FORM AND LEGALITY
                 J.R. SEASTROM                     
                 ----------------------------------
                 Attorney, GTE Telephone Operations
                 Date:    09-30-97                 
                       ----------------------------









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