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                                  EXHIBIT 10.31

                         STRATEGIC ALLIANCE AGREEMENT #1

         This agreement (the "Agreement") is made as of the 28th day of April,
1998 by and between PageMart Wireless, Inc., a Delaware corporation
("PageMart"), and BellSouth Cellular Corp. and its Affiliates (as defined
herein), a Georgia corporation ("BellSouth").

         WHEREAS, PageMart provides paging, voice messaging and related wireless
messaging services, and

         WHEREAS, BellSouth desires to contract with PageMart to resell such
services provided by PageMart;

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

                                   DEFINITIONS

Affiliate: Any person or entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with
another person or entity. "Control" shall be defined as holding at least a
majority of voting power or operating control. Notwithstanding the foregoing,
the following entities of BellSouth shall also be considered an affiliate:
Houston Cellular Telephone Company; Los Angeles Cellular Telephone Company.

BellSouth Customer: As used herein the term "BellSouth Customer" will be deemed
to mean those customers of BellSouth who have purchased paging services under
the terms of this Agreement, either directly or indirectly from BellSouth,
provided, however, that such term will not be deemed to include any customers
who are explicitly exempted in accordance with Section 2.2(e) of this Agreement.

Equipment: As used herein the term "Equipment" shall mean all pagers sold to
BellSouth by PageMart which are capable of transmitting numeric and/or
alphanumeric messages on the PageMart network.

Host to Host Administrative Interface: This interface allows PageMart's database
and BellSouth's database to directly communicate and exchange capcode records,
including any additions, deletions or modifications made to a particular
capcode. This interface does not construct billing records or provide BellSouth
with Customer information, except as set forth in this definition. The Host to
Host Administrative Interface shall comply in all material respects with the
September 12, 1997, "Direct Products Access Document" submitted to BellSouth by
PageMart, as updated by the parties from time to time.
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NPCS: "Narrowband Personal Communications Services" ("NPCS"). As referred to in
this Agreement, NPCS, when it is available, will provide store-and-forward
delivery of messages utilizing the ReFlex25 protocol so that messages are
delivered later if the subscriber unit cannot be reached by the network on the
initial attempt. In addition, NPCS (when available) will allow for the positive
receipt acknowledgement of the ReFlex25 protocol and the ability of two-way
subscriber units to register and transmit positive acknowledgment.

PageMart Coverage Area: Those geographic areas which lie within the broadest
range of PageMart's paging transmitters ("PageMart Transmitters") now existing
or hereafter installed as set forth on the PageMart Atlas, as amended by
PageMart from time to time.

Paging Services: The term "Paging Services or Services" will be deemed to mean
the broadcast by PageMart on PageMart Transmitters of BellSouth Paging Messages
in accordance with the terms and conditions of this Agreement.

                                    ARTICLE I

         Section 1.1. Provision of Paging Services. Upon the request of
BellSouth, PageMart will transmit numeric and alpha numeric paging messages, as
well as NPCS paging messages as NPCS becomes available ("BellSouth Paging
Messages"), to BellSouth Customers (as hereinafter defined) within the PageMart
Coverage Area in accordance with the terms and conditions of this Agreement.

Section 1.2. Payment. In exchange for the Paging Services and the performance by
PageMart of its other obligations pursuant to this Agreement, BellSouth agrees
to pay to PageMart the fees and charges (the "Paging Fees") set forth in Exhibit
1.2 and Exhibit 1.4 attached hereto, as modified by Section 1.10 of this
Agreement. BellSouth further agrees to pay to PageMart all fees related to
Equipment as set forth in Exhibit 1.3 attached hereto. BellSouth is not required
to purchase Equipment from PageMart and the prices for Services are in no way
linked to the volume of Equipment purchased by BellSouth from PageMart.

Section 1.3. Invoices and Billing. PageMart will invoice BellSouth for the
Paging Fees monthly in a mutually agreed format. PageMart agrees that such
format will include market by market itemization of (i) the Services provided by
pager number, (ii) overcalls by capcode number, and (iii) if the appropriate
information is provided by BellSouth to PageMart, a designated customer
reference number, unless otherwise mutually agreed by the parties. BellSouth
will pay such invoices in full within thirty (30) days of its receipt thereof,
except as otherwise set forth in this Section 1.3. Notwithstanding anything to
the contrary herein, any dispute involving invoice amounts in excess of $5,000
during the first 2 years of this Agreement and in excess of $50,000 during the
remainder of the Initial Term and any subsequent renewal terms, may be withheld
in good faith by BellSouth, subject to the terms set forth in this Section 1.3.
In the event that BellSouth withholds any invoice amount (a "BellSouth
Withholding"), BellSouth must submit to PageMart, at the time of partial
payment, supporting documentation to


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the reasonable satisfaction of PageMart. Any invoice amounts which are disputed
by the parties, shall be handled in accordance with Section 1.4 of this
Agreement. BellSouth agrees that if it does not dispute an invoiced amount
within ninety (90) days after receipt of an invoice, it waives its right to
dispute such amount at a later time, and such amount will be deemed to be
correct, due and payable. If either party disputes an invoice amount in bad
faith such party shall be in default under the terms of this Agreement.
BellSouth acknowledges that its payment of invoices is not in any way dependent
upon payment by BellSouth Customers of invoices submitted to them by BellSouth.

         Section 1.4 Dispute Resolution. PageMart and BellSouth understand and
agree that the implementation of this Agreement will be enhanced by the timely
and open resolution of any monetary disputes or disagreements between such
parties.

A.       Each party hereto agrees to use its best efforts to cause any monetary
         disputes or disagreements between such parties to be negotiated in good
         faith, and resolved as soon as possible.

B.       In the event that any monetary dispute or disagreement between the
         parties cannot be resolved to the mutual satisfaction of PageMart's
         Strategic Alliance Help Desk and the BellSouth's designated sales
         representative within ten (10) working days after either party has
         notified the other in writing of the need to resolve the specific
         dispute or disagreement within such ten (10) working day period, then
         the dispute or disagreement shall be immediately referred in writing to
         the Account Executives managing this account for the respective
         parties. In the event that such Account Executives of BellSouth and
         PageMart cannot resolve such dispute or disagreement to their mutual
         satisfaction within ten (10) working days after the latter person has
         received written notice of the need to resolve the specific dispute or
         disagreement within such ten (10) working day period, then the dispute
         or disagreement shall be immediately referred to in writing to the
         appropriate Vice President of each party respectively.

C.       In the event the parties mutually agree that an amount reflected on
         PageMart's invoice(s) to BellSouth was inaccurate and a sum is due to
         BellSouth, PageMart shall immediately pay this agreed upon sum with 1%
         interest compounded monthly, through the issuance of an account credit.
         PageMart agrees that in the situation where a BellSouth Withholding is
         determined to be valid, that withheld amount will not appear as an
         arrearage on subsequent PageMart invoices received by BellSouth.

D.       In the event that the parties determine BellSouth's withholding of an
         invoice amount to be invalid, BellSouth agrees to pay such withheld
         amount with 1% interest compounded monthly, within twenty-five (25)
         days from the date of such determination.

E.       In the event that any monetary dispute or disagreement between the
         parties still cannot be resolved upon completion of the above process
         and the amount involved exceeds $100,000, the parties may agree to
         submit to mediation as set forth in Section 7.17 of this Agreement. If
         the parties cannot reach an agreement after mediation has concluded,
         then


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         the parties may submit to binding arbitration as set forth in Section
         7.18 of this Agreement. No resolution or attempted resolution of any
         monetary dispute or disagreement pursuant to this Article shall be
         deemed to be a waiver of any term or provision of this Agreement or
         consent to any breach or default unless such waiver or consent shall be
         in writing and signed by the party claimed to have waived or consented.

Section 1.5. Pricing of Paging Services to BellSouth Customers. BellSouth will
have the right, in its sole discretion, to determine prices to be charged to
BellSouth Customers for the Paging Services.

Section 1.6 Host-to-Host Administrative Interface. PageMart shall permit
BellSouth to engage in an appropriate Host-to-Host Administrative Interface with
PageMart's Network (utilizing either a dial-up line, direct 56kb connection, an
internet interface or other interface, when available) at any time BellSouth
determines such an is necessary. In the event that such interface utilizes
PageMart software, BellSouth will be required to sign a royalty free "Software
License Agreement" at the time such software is delivered to BellSouth.

Section 1.7. Costs of Accessing the Host-to-Host Administrative Interface.
BellSouth will be solely responsible for providing all local and long distance
telecommunications services and communications hardware necessary to access the
Host to Host Administrative Interface (as hereinafter defined). The cost of such
hardware shall include, without limitation, the expenses associated with
hardware development, maintenance and connectivity. PageMart agrees to use its
best efforts to cooperate with BellSouth in (i) the development and maintenance
of the administrative interface and (ii) the installation of applicable
hardware. In addition, PageMart agrees to use its best efforts to notify
BellSouth, either by electronic mail, facsimile, telephone or pager, as soon as
PageMart is aware of any known problems with BellSouth's interface or
BellSouth's Customers ability to receive or transmit paging messages.

Section 1.8. Migration Period. In the event that either party chooses to
terminate this Agreement for any reason, except default, or either party chooses
not to renew this Agreement after the Initial Term, PageMart agrees that for a
period of up to twenty-four (24) months from the date of termination, at
BellSouth's option (the "Migration Period"), PageMart will continue to provide
Services to only the BellSouth Customers secured by BellSouth as of the date
notice of termination is received by the party being terminated, unless
BellSouth defaults under the terms of this Agreement. If BellSouth defaults
under the terms of this Agreement and fails to cure such default in accordance
with Section 1.11 of this Agreement, then PageMart shall have the right, in its
sole discretion, to terminate Services being provided to BellSouth's Customers.
BellSouth acknowledges that if it exercises its right to terminate this
Agreement after the Initial Term (as defined herein), it will not be allowed to
activate new customers during the Migration Period. However, in the event that
PageMart exercises its option to terminate this Agreement and BellSouth is not
in default, Pagemart will allow BellSouth to activate new subscribers for 180
days after PageMart gives BellSouth notice of termination (and in no event less
than 120 days from the termination date); provided, however that BellSouth does
not default under the terms this Agreement.


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Section 1.9. Term and Termination. Unless sooner terminated as provided
elsewhere herein, this Agreement will have an initial term (the "Initial Term")
of five (5) years; provided, however, it will automatically be renewed
thereafter for successive one-year terms (each, a "Renewal Term") unless either
party gives written notice of termination not less than sixty (60) days prior to
the end of the Initial Term or any Renewal Term. Upon termination of this
Agreement and, if applicable, the conclusion of the Migration Period, all Direct
Inward Dial ("DID") numbers and PINS belonging to PageMart that are assigned to
BellSouth Customers shall be returned to PageMart.

Section 1.10.              ****CONFIDENTIAL TERMS OMITTED****

Section 1.11. Remedies of PageMart. In the event BellSouth commits a material
breach or materially defaults in any of its obligations under this Agreement,
and such material breach or default has not been cured within thirty (30) days
after receipt of written notice of such breach or default from PageMart,
PageMart may immediately terminate this Agreement and if such breach is a
material monetary breach involving undisputed amounts, PageMart may contact
BellSouth Customers by electronic signal or otherwise in order to provide
uninterrupted Paging Services directly to such BellSouth Customers. The rights
and remedies set forth in this Section 1.11 are not exclusive and are in
addition to any other rights and remedies provided by law.

Section 1.12. Remedies of BellSouth. In the event PageMart commits a material
breach or materially defaults in any of its obligations under this Agreement,
and such breach or default has not been cured within thirty (30) days after
written notice of breach or default from BellSouth, BellSouth may (i)
immediately terminate this Agreement and/or (ii) continue to receive PageMart
Services for up to twenty-four (24) months as set forth in Section 1.8 of this
Agreement; provided that BellSouth continues to make timely payment of fees due
to PageMart under this Agreement. The rights and remedies set forth in this
Section 1.12 are not exclusive and are in addition to any rights and remedies
provided for by this Agreement or as otherwise provided by law.

Section 1.13. Interference. Notwithstanding anything to the contrary contained
herein, in the event BellSouth interferes with the PageMart administrative or
paging system in connection with its host-to-host access or otherwise such that
PageMart is materially, adversely effected, PageMart may immediately terminate
such access and prohibit the further transmission of BellSouth's host-to-host
messages until in PageMart's discretion, such interference is eliminated. In the
event that such interference occurs, PageMart will use its best efforts to aid
BellSouth in determining and resolving the problem.

                                   ARTICLE II

                                    COVENANTS

Section 2.1. Covenants of PageMart. PageMart covenants and agrees as follows:


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         (a) PageMart will permit BellSouth to access PageMart's administrative
system via modem (or other mechanism which may later become available and is
mutually agreed upon by the parties) to activate and cancel pagers for BellSouth
Customers when a non-Host-to-Host interface is used. Access to PageMart's
administrative system will be provided at PageMart's facilities in Dallas,
Texas.

         (c) PageMart will (i) cooperate with BellSouth to respond to any
service complaints from BellSouth Customers, (ii) maintain the paging network
and administrative system in good operating condition and repair. Any inquiries
received by PageMart from BellSouth Customers regarding Paging Services will be
referred to BellSouth.

         (d) PageMart shall provide BellSouth access to all designated local
phone pools available through the PageMart paging system when the PageMart
administrative system is used.

         (e) PageMart shall provide Service in the PageMart Coverage Area
comparable to the paging service provided by other similarly situated, single
frequency first class paging service providers, and shall comply in all material
respects with all applicable federal, state and local laws, rules and
regulations governing the conduct of its business, including the rules and
regulations of the FCC. PageMart warrants and represents that the PageMart Atlas
accurately depicts the areas in which it provides Service. PageMart further
agrees that during the life of this Agreement, it will not materially shrink its
paging coverage, as currently represented in the PageMart Atlas. In the event
that any shrinkage occurs and BellSouth's Customers are materially, adversely
affected by such shrinkage, the parties will work together to determine a
reasonable accommodation. The parties agree to work together to expand the
Network in areas where the parties deem it commercially reasonable and
necessary.

         (f)      ****CONFIDENTIAL TERMS OMITTED****

         (g)      ****CONFIDENTIAL TERMS OMITTED****

         (h) PageMart will utilize its access to the BellSouth administrative
database and any other information it obtains from BellSouth, from whatever
source, solely for the purposes authorized by this Agreement.

         (i)      ****CONFIDENTIAL TERMS OMITTED****

Section 2.2. Covenants of BellSouth. BellSouth covenants and agrees as follows:

         (a) BellSouth may from time to time purchase the individual paging
units to be supplied to BellSouth Customers from PageMart. Any individual paging
units supplied by BellSouth shall be compatible with the PageMart system and
shall be FLEX equipment only.

         (b) BellSouth will utilize its access to the PageMart administrative
database solely for the purposes authorized by this Agreement.


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         (c) BellSouth will not input or delete any information from the
PageMart administrative database except information which relates solely to
BellSouth Customers. PageMart agrees to use reasonable efforts to insure that
all such information is not readily accessible by PageMart system users who do
not have a need to know such information.

         (d) BellSouth will not attempt to cause PageMart to transmit BellSouth
Paging Messages to any customer of BellSouth other than a BellSouth Customer.

         (e) BellSouth acknowledges that PageMart has invested a significant
amount of time and money in the development of its national resale and retail
distribution channels for paging products and services. In direct recognition of
the value to PageMart of continuity in these national resale and retail channels
and the fact that this Agreement is not exclusive in nature, BellSouth, as a
reseller of PageMart Services, agrees that it will not knowingly, directly offer
Services other than Bundled Services (as defined herein) to potential customers
through any national resale or retail distribution channel with which PageMart
has established, or in the future establishes, an ongoing business relationship
(a "PageMart Channel"). As used in this Agreement, Bundled Services shall mean
BellSouth branded Services sold to a BellSouth customer in conjunction with
other BellSouth branded communications services, all of which are billed on a
single invoice. Nothing contained in this Section 2.2(e) shall be construed to
prohibit BellSouth from offering Bundled Services through a PageMart Channel.
BellSouth agrees that it must obtain PageMart's prior written consent before
offering "unbundled" paging services in any PageMart Channels.

         (f) All BellSouth Paging Messages transmitted by BellSouth will conform
to the requirements set forth by PageMart herein.


                                   ARTICLE III

                                  MISCELLANEOUS

Section 3.1 Representations and Warranties. PageMart and BellSouth represent and
warrant that this Agreement is a legal, valid and binding obligation of each
such party, enforceable in accordance with its terms, except insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors; rights
generally, or by principals governing the availability of equitable remedies.

Section 3.2 Build-Out Plan and Site Fees. The parties agree that they will
memorialize the specifics of the Build-Out Plan, including a designation as to
anticipated site fees, in a separate agreement which shall be executed by the
parties simultaneously with this Agreement.

                                   ARTICLE IV

                                 INDEMNIFICATION


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Section 4.1.

         (a) Indemnification by BellSouth. SUBJECT TO THE PROVISIONS OF THIS
ARTICLE IV, INCLUDING, WITHOUT LIMITATION, SECTION 4.2, BELLSOUTH WILL INDEMNIFY
AND HOLD PAGEMART HARMLESS AGAINST, ANY AND ALL DAMAGES, CLAIMS, DEFICIENCIES,
LOSSES, INCLUDING TAXES, AND ALL EXPENSES (INCLUDING INTEREST, PENALTIES, AND
ATTORNEYS' AND ACCOUNTANTS' FEES AND DISBURSEMENTS BUT REDUCED BY ANY TAX
SAVINGS, BENEFITS OR OFFSETS TO WHICH ANY PARTY SHALL BE ENTITLED DIRECTLY OR
INDIRECTLY BY REASON THEREOF) (COLLECTIVELY "DAMAGES") ARISING SOLELY FROM ANY
MISREPRESENTATION, BREACH OF WARRANTY OR NONFULFILLMENT OR FAILURE TO PERFORM
ANY COVENANT OR AGREEMENT ON THE PART OF BELLSOUTH UNDER THIS AGREEMENT.

(b) Indemnification by PageMart. SUBJECT TO THE PROVISIONS OF THIS ARTICLE IV,
INCLUDING, WITHOUT LIMITATION, SECTION 4.2, PAGEMART AGREES TO INDEMNIFY AND
HOLD BELLSOUTH HARMLESS AGAINST, ANY AND ALL DAMAGES, CLAIMS, DEFICIENCIES,
LOSSES, INCLUDING TAXES, AND ALL EXPENSES (INCLUDING INTEREST, PENALTIES, AND
ATTORNEY'S AND ACCOUNTANTS' FEES AND DISBURSEMENTS BUT REDUCED BY ANY TAX
SAVINGS, BENEFITS, OR OFFSETS TO WHICH ANY PARTY SHALL BE ENTITLED DIRECTLY OR
INDIRECTLY BY REASON THEREOF) (COLLECTIVELY "DAMAGES") ARISING SOLELY FROM ANY
MISREPRESENTATION, BREACH OF WARRANTY, OR NONFULFILLMENT OR FAILURE TO PERFORM
ANY COVENANT OR AGREEMENT ON THE PART OF PAGEMART UNDER THIS AGREEMENT.

         (c) The Indemnifying Party. THE PARTY CLAIMING INDEMNIFICATION
HEREUNDER IS HEREINAFTER REFERRED TO AS THE "INDEMNIFIED PARTY" AND THE PARTY
AGAINST WHOM SUCH CLAIMS ARE ASSERTED HEREUNDER IS HEREINAFTER REFERRED TO AS TO
THE "INDEMNIFYING PARTY."

Section 4.2. Method of Asserting Claims, Etc. All claims for indemnification by
any Indemnified Party under this Article IV will be asserted and resolved as
follows:

         (a) In the event that any claim or demand for which an Indemnifying
Party would be liable to an Indemnified Party hereunder is asserted against or
sought to be collected from such Indemnified Party by a third party, said
Indemnified Party will with reasonable promptness notify the Indemnifying Party
of such claim or demand, specifying the nature of and specific basis for such
claim or demand and the amount or the estimated amount thereof to the extent
then feasible (which estimate will not be conclusive of the final amount of such
claim and demand (the "Claim Notice")). The Indemnifying Party will not be
obligated to indemnify the Indemnified Party with respect to any such claim or
demand if the failure of the Indemnified Party to promptly notify the
Indemnifying Party of such a claim or demand materially prejudices the
Indemnifying Party's ability to defend against the claim or demand. The
Indemnifying Party


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will have 30 days from the personal delivery or mailing of the Claim Notice (the
"Notice Period") to notify the Indemnified Party (i) whether or not it disputes
the liability of the Indemnifying Party to the Indemnified Party hereunder with
respect to such claim or demand and (ii) whether or not it desires at the sole
cost and expense of the Indemnifying Party, to defend the Indemnified Party
against such claim or demand; provided, however, that any Indemnified Party is
hereby authorized prior to and during the Notice Period to file any motion,
answer or other pleading which it deems necessary or appropriate to protect its
interests or those of the Indemnifying Party and not materially prejudicial to
the Indemnifying Party. In the event that the Indemnifying Party notifies the
Indemnified Party within the Notice Period that it desires to defend the
Indemnified Party against such claim or demand, except as hereinafter provided,
the Indemnifying Party will have the right to defend by all appropriate
proceedings. If the Indemnified Party desires to participate in, but not
control, any such defense or settlement it may do so at its sole cost and
expense. If requested by the Indemnifying Party, the Indemnified Party agrees to
cooperate with the Indemnifying Party and its counsel in contesting any claim or
demand which the Indemnifying Party elects to contest, or, if appropriate and
related to the claim in question, in making any counterclaim against the person
asserting the third party claim or demand, or any cross-complaint against any
person. No claim may be settled without the consent of the Indemnified Party,
which consent will not be unreasonably withheld.

         (b) In the event any Indemnified Party should have a claim against any
Indemnifying Party hereunder which does not involve a claim or demand being
asserted against or sought to be collected from it by a third party, the
Indemnified Party will send a Claim Notice with respect to such claim to the
Indemnifying Party. If the Indemnifying Party does not notify the Indemnified
Party within the Notice Period that the Indemnifying Party disputes such claim,
the amount of such claim will be conclusively deemed a liability of the
Indemnifying Party hereunder.

Section 4.3. Survival. The provisions of this Article IV will survive the
termination of this Agreement.

                                    ARTICLE V

                 MODIFICATION OF TECHNOLOGY AND CONFIDENTIALITY

Section 5.1. Modification of Paging Network by PageMart. PageMart reserves the
right to modify the hardware and software comprising its paging network, paging
interface and/or its method of operating its paging network or interface at any
time, however PageMart agrees to use its best efforts to provide BellSouth with
the maximum notice possible under the circumstances of any modification(s) which
may materially adversely affect BellSouth's subscribers. In the event that such
modification(s) occur and BellSouth experiences a material loss or incurs a
material expense as a direct result of such modification, PageMart agrees to
negotiate in good faith to provide BellSouth with a reasonable accommodation
(monetary or otherwise).

Section 5.2. Survival of Rights. The provisions of this Article V will survive
the termination of this Agreement.

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Section 5.3. Confidential Information. The Parties agree that they will not
disclose any "Confidential Information" of the other party. As used herein, the
term "Confidential Information" shall mean any and all technical and
non-technical information provided in any format, including patent, copyright,
trade secret, and proprietary information, techniques, sketches, drawings,
models, inventions, know-how, processes, apparatus, equipment, algorithms,
software programs, software source documents, and formulae related to the
current, future and proposed products and services of the parties, and includes,
without limitation, all its information concerning research, experimental work,
development, design details and specifications, engineering, financial
information, procurement requirements, purchasing, manufacturing, customer
lists, business forecasts, sales and merchandising and marketing plans and
information. Upon the execution of this Agreement by both parties, this Section
5.3 and Section 5.4 of this Agreement will supersede the terms of the
Information Exchange Agreement, executed by the parties on March 19 1998.

Section 5.4. Non-Disclosure. The Parties agree as follows:

         (a) The parties agree not to make use of, disseminate, or in any way
circulate within their own organizations any Confidential Information which is
supplied to or obtained by them in writing, orally or by observation, except as
contemplated by this Agreement and except for any other purpose the parties may
hereafter authorize in writing.

         (b) The parties shall disclose such Confidential Information only to
those of their employees and/or Affiliates who need to know such information and
the parties certify that such employees have previously agreed, either as a
condition to employment or in order to obtain the Confidential Information, to
be bound by terms and conditions substantially similar to those of this Section
5.4. (b).

         (c) The parties shall treat all Confidential Information with the same
degree of care as they accord to their own confidential information, and
represent that they exercise reasonable care to protect their own Confidential
Information.

         (d) The parties shall not publish, copy or disclose any Confidential
Information to any third party and shall use its best efforts to prevent
inadvertent disclosure of Confidential Information to any third party.

         (e) The parties obligations under subsections 5.4(a), (b), (c) and (d)
with respect to any portion of Confidential Information shall terminate when the
Receiving Party can document that:

                  (i) such Confidential Information entered the public domain
         before the time it was communicated to the Receiving Party by the
         Disclosing Party through no fault of the Receiving Party;

                  (ii) such Confidential Information had entered the public
         domain prior to the time it was communicated to the Receiving Party by
         the Disclosing Party;


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                  (iii) such Confidential Information was in the possession of
         the Receiving Party free of any obligation of confidence at the time it
         was communicated to the Receiving Party;

                  (iv) such Confidential Information was rightfully communicated
         to the Receiving Party free of any obligation of confidence subsequent
         to the time it was communicated to the Receiving Party by the
         Disclosing Party;

                  (v) such Confidential Information was developed by employees
         or agents of the Receiving Party independently of and without reference
         to any information communicated to Receiving Party by the Disclosing
         Party;

                  (vi) such Confidential Information was communicated by the
         Disclosing Party to an unaffiliated third party free of any obligation
         of confidence; or

                  (vii) the communication was in response to a valid order by a
         court or other governmental body, was otherwise required by law, or was
         necessary to establish the rights of either party under this Agreement.

         (f) All Confidential Information furnished in written or documentary
form, including, without limitation, documents, drawings, models, apparatus,
sketches, designs and lists, shall remain the property of the Disclosing Party
and shall be returned to the Disclosing Party promptly at its request, together
with any copies or modifications thereof or extracts therefrom.

         (g) The Receiving Party shall not communicate any information to the
Disclosing Party in violation of the proprietary rights of any third party.

Section 5.5. Announcements. The parties to this Agreement will consult and
confer with one another prior to making any public announcement concerning any
of the transactions contemplated in this Agreement and shall cooperate with each
other to issue joint press releases in connection with the execution of this
Agreement. Notwithstanding the foregoing, either party will be permitted to
publicly announce the execution and delivery of this Agreement or any of the
other terms of this Agreement only with the prior written consent of the other
party.

Section 5.6. Injunctive Relief. Since unauthorized use, transfer or disclosure
of the Confidential Information will diminish the value to the Disclosing Party
of the proprietary interests that are the subject of this Agreement, if the
Receiving Party breaches any of its obligations hereunder, the Disclosing Party
shall be entitled to seek equitable relief to protect its interests, including,
but not limited to, injunctive relief, as well as money damages. The rights and
remedies of the Disclosing Party set forth in this Agreement are not exclusive
and are in addition to any other rights and remedies provided by law.


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                                   ARTICLE VI

                             LIMITATION OF LIABILITY

Section 6.1. Limitation of Liability. THE PARTIES SHALL NOT BE LIABLE TO EACH
OTHER FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS) SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF
THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR
UNFORESEEABLE. IN ADDITION, THE PARTIES SHALL NOT BE LIABLE FOR EXEMPLARY OR
PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT. PAGEMART'S MAXIMUM LIABILITY
UNDER THIS AGREEMENT SHALL IN THE AGGREGATE BE LIMITED TO THE AMOUNT PROVEN AND
SUFFERED BY BELLSOUTH. ACCORDINGLY, BELLSOUTH AGREES TO ASSUME THE RISK OF
INSURING AGAINST OR OTHERWISE BEARING THE RISK OF GREATER DAMAGES.

Section 6.2. Disclaimer of Warranties. THE REPRESENTATIONS AND WARRANTIES OF
PAGEMART SET FORTH IN THIS AGREEMENT, ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY
EXCLUDED. BELLSOUTH ACKNOWLEDGES THE LACK OF SUCH WARRANTIES AND AGREES TO ENTER
INTO THIS AGREEMENT UPON SUCH TERMS.

                                   ARTICLE VII

                                  MISCELLANEOUS

Section 7.1. Applicable Law. THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND
DOCUMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS (EXCLUSIVE OF CONFLICTS OF LAW PRINCIPLES)
AND WILL, TO THE MAXIMUM EXTENT PRACTICABLE, BE DEEMED TO CALL FOR PERFORMANCE
IN DALLAS COUNTY, TEXAS.

Section 7.2. Notices. All notices, demands, requests or other communications
that may be or are required to be given, served or sent by either party to the
other party pursuant to this Agreement will be in writing and will be mailed by
first-class, registered or certified mail, return receipt requested, postage
prepaid, or transmitted by hand delivery, telegram or facsimile transmission
addressed as follows:

    If to PageMart:               3333 Lee Parkway
                                  Suite 100


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                                  Dallas, Texas  75219
                                  Facsimile Transmission Number: (214) 765-4946

                                  Attn:    Vice-President
                                           Carrier Services Division

    with a copy (which will
    not constitute notice) to:    3333 Lee Parkway
                                  Suite 100
                                  Dallas, Texas  75219
                                  Facsimile Transmission Number: (214) 765-4962

                                  Attn:  General Corporate Counsel

    If to BellSouth:              1100 Peachtree Street, N.E.
                                  Suite 801
                                  Atlanta, GA 30309-4599

                                  Facsimile Transmission Number: 404-249-6756

                                  Attn:
                                          -------------------------------------
                                          Vice President Marketing & Sales

    with a copy (which will
    not constitute notice) to:    1100 Peachtree Street, N.E.
                                  Suite 910
                                  Atlanta, GA  30309-4599

                                  Facsimile Transmission Number: 404-249-0922

                                  Attn:    Legal Department

                                  Associate General Counsel

Any party may designate by written notice a new address to which any notice,
demand, request or communication may thereafter be given, served or sent. Each
notice, demand, request or communication that is mailed, delivered or
transmitted in the manner described above will be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to
the addressee with the return receipt, the delivery receipt, the affidavit of
messenger or (with respect to a facsimile transmission) the answer back being
deemed conclusive evidence of such delivery or at such time as delivery is
refused by the addressee upon presentation.


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****ASTERISK REPRESENTS CONFIDENTIAL INFORMATION THAT HAS BEEN REDACTED****


Section 7.3. Gender. Words of any gender used in this Agreement will be held and
construed to include any other gender, and words in the singular number will be
held to include the plural, unless the context otherwise requires.

Section 7.4. Entire Agreement. This Agreement and the agreements, instruments
and documents contemplated by this Agreement represent the parties' entire
agreement with respect to the subject matter of this Agreement and such other
agreements, instruments and documents and supersede and replace any prior
agreement or understanding with respect to that subject matter. This Agreement
may not be amended or supplemented except pursuant to a written instrument
signed by the party against whom such amendment or supplement is to be enforced.

Section 7.5. Counterparts. This Agreement may be executed in multiple
counterparts, each of which will be deemed to be an original and all of which
will be deemed to be a single agreement. This Agreement will be considered fully
executed when all parties have executed an identical counterpart,
notwithstanding that all signatures may not appear on the same counterpart.

Section 7.6. Severability. If any of the provisions of this Agreement are
determined to be invalid or unenforceable, such invalidity or unenforceability
will not invalidate or render unenforceable the remainder of this Agreement, but
rather the entire Agreement will be construed as if not containing the
particular invalid or unenforceable provision or provisions, and the rights and
obligations of the parties will be construed and enforced accordingly. The
parties acknowledge that if any provision of this Agreement is determined to be
invalid or unenforceable, it is their desire and intention that such provision
be reformed and construed in such manner that it will, to the maximum extent
practicable, be deemed to be valid and enforceable.

Section 7.7. Third Parties. Except as set forth or referred to in this
Agreement, nothing in this Agreement is intended or will be construed to confer
upon or give to any party other than the parties to this Agreement and their
successors and permitted assigns, if any, any rights or remedies under or by
reason of this Agreement. Notwithstanding the foregoing, Affiliates of BellSouth
may assume the rights and obligations under this Agreement, if such assumption
is done in writing. In such an event, PageMart agrees to negotiate in good faith
on an Affiliate-by-Affiliate basis for any special requirements of a given
Affiliate.

Section 7.8. Assignment. Neither this Agreement nor any rights under this
Agreement may be assigned in whole or in part without the written consent of
both parties and the parties agree that such consent shall not be unreasonably
withheld. Any attempted assignment in violation of the immediately preceding
sentence will be void.

Section 7.9. Survival of Representations and Warranties. The representations and
warranties contained in this Agreement will survive the consummation of the
transactions contemplated by this Agreement.

Section 7.10. Taxes. EXCEPT WHERE BELLSOUTH PROVIDES PAGEMART A VALID
CERTIFICATE OF RESALE OR SUCH OTHER DOCUMENTATION AS WOULD


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****ASTERISK REPRESENTS CONFIDENTIAL INFORMATION THAT HAS BEEN REDACTED****


RELEASE PAGEMART FROM ANY TAX LIABILITY, LEVY OR DUTY, BELLSOUTH AGREES TO PAY,
AND TO INDEMNIFY AND HOLD PAGEMART HARMLESS FROM, ANY SALES, USE, OR SIMILAR TAX
(EXCEPT TAX IMPOSED BASED ON PAGEMART'S NET INCOME), IMPOSED BY ANY LOCAL, STATE
OR FEDERAL GOVERNMENT AGENCY WITH RESPECT TO PRODUCTS, SERVICES AND/OR WITH
RESPECT TO THIS AGREEMENT ITSELF.

Section 7.11. Relationship of Parties. Nothing contained herein will be deemed
to create a partnership, joint venture or similar relationship by and between
PageMart and BellSouth. Such relationship is expressly denied.

Section 7.12. Force Majeure. Neither Party shall be liable to the other Party
for any delay or failure by the other Party to perform its obligations under
this Agreement or otherwise if such delay or failure arises from any cause or
causes beyond the reasonable control of the other Party, including, without
limitation, labor disputes, strikes, acts of God, floods, lightning, shortages
of materials, rationing, utility or communication failures, earthquakes,
casualty, war, acts of the public enemy, riots, insurrections, embargoes,
blockades or regulation or orders of governmental authorities (a "Force Majeure
Event"). However, the parties agree that the party whose performance is impeded
by such a Force Majeure Event will use all commercially reasonable efforts to
limit the extent of the problem and to remedy the problem as soon as reasonably
possible. If either Party shall be delayed or prevented from performing this
Agreement due to any cause beyond its reasonable control, such delay shall be
excused during the continuance of such delay and the period of performance shall
be extended to the extent necessary to enable the other Party to perform its
obligations after the cause of such delay has been removed.

Section 7.13. Customer Information. The BellSouth Customers and all related
customer and account information shall be the exclusive property of BellSouth;
provided, however, nothing contained in this Agreement shall prevent PageMart
from contacting such BellSouth Customers and/or continuing the paging services
described herein to such BellSouth Customers in the event that BellSouth is
liquidated, dissolved, rendered insolvent or files for protection under the
bankruptcy defaults under the terms of this Agreement or laws (whether such
filing is voluntary or involuntary).

Section 7.14. Laws, Rules and Regulations. The parties to this Agreement agree
to comply with all applicable laws and regulations. This Agreement is subject
and subordinate to all laws, rules, regulations and ordinances relative to,
among other things, the provision of one-way wireless messaging services,
including, but without limitation, the Communications Act of 1934, as amended
and all rules and regulations promulgated thereunder.

Section 7.15. Price Modifications. Except as set forth in Section 7.16 and
Section 1.10 of this Agreement, the prices for Services set forth on Exhibit 1.2
of the Agreement will remain fixed for a period of twelve (12) months from the
date of this Agreement, after which time the prices for Services may be
increased once each calendar year, with sixty (60) days written notice to
BellSouth, by an amount equal to either (i) the national inflation rate as set
forth in the Consumer Price Index or (ii) the paging industry wholesale rate
increase, but only if and to the extent


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****ASTERISK REPRESENTS CONFIDENTIAL INFORMATION THAT HAS BEEN REDACTED****


PageMart has increased such prices to its other resellers which are of a similar
type as BellSouth and purchasing Paging Services in like volume. However, in any
event, such price increases(s), if they occur, shall be in accordance with
clauses (i) and (ii) of this Section.

Section 7.16. Effect of Change in Law or Regulation. Notwithstanding anything to
the contrary contained in this Agreement or any schedule or exhibit attached
hereto, but consistent with Section 1.10 of this Agreement, PageMart shall have
the right in its sole and absolute discretion, to change the fees charged for
Services at any time, upon thirty (30) days prior notice to BellSouth, in the
event such change is necessary to comply with applicable law or regulation,
whether state or federal, or upon thirty (30) days prior notice or less if
commercially possible, to BellSouth, in the event PageMart reasonably determines
that a change in applicable law or regulation substantially affects PageMart's
operating costs and such change similarly affects resellers purchasing Paging
Services in like volume as BellSouth. Upon request by BellSouth, PageMart shall
reasonably substantiate through written documentation that a newly effective law
or regulation has caused PageMart to experience an increase in its operating
costs. Should PageMart determine that an increase in the Paging Fees is
necessary, BellSouth shall have the right to either pay the increased amount or,
if such an increase materially adversely effects BellSouth's costs of providing
Services to its customers, to terminate this Agreement without penalty. Any such
change in Paging Fees shall be limited to the amount equal to PageMart's
reasonable estimation of the actual costs incurred by PageMart to achieve
compliance or "to be made whole" with such increase in its operating costs.

Section 7.17 Mediation. Any controversy or claim arising out of or relating to
this Agreement, or any alleged breach thereof, or to declare the effect of any
provision of this Agreement, shall first be submitted to non-binding mediation.
In the event that the mediator declares an impasse in such mediation, any
controversy or claim arising out of or relating to this Agreement, or any
alleged breach thereof, or to declare the effect of any provision of this
Agreement, shall be settled by arbitration in accordance with Section 7.18 of
this Agreement and judgment on the award rendered by the Arbitrator(s) shall be
entered in any court having jurisdiction thereof.

Section 7.18  Arbitration.

A.       AGREEMENT TO ARBITRATE. The parties agree that ONLY monetary disputes
         which exceed $100,000 (a "Dispute) shall be subject to the terms and
         conditions of this Section 7.18, and only in the event that the parties
         choose arbitration under the terms of Section 1.4 shall this
         arbitration provision govern such disputes. This agreement to arbitrate
         will survive the recessions or termination of this Agreement. All
         arbitration will be conducted pursuant to and in accordance with the
         following order of priority (i) the terms of this Agreement, (ii) the
         Commercial Arbitration Rules of the American Arbitration Association,
         (iii) the Federal Arbitration Act and (iv) to the extent the foregoing
         are inapplicable, unenforceable or invalid, the law of the State of
         Texas. The arbitrator(s) used will be selected from impartial
         arbitrators designated by the American Arbitration Association who are
         familiar with the subject matter of the Dispute. Any hearing regarding
         arbitration will be held in a location mutually acceptable to PageMart
         and


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****ASTERISK REPRESENTS CONFIDENTIAL INFORMATION THAT HAS BEEN REDACTED****


         BellSouth. The arbitrator(s) will use their best efforts to conduct the
         arbitration hearing no later than three months from the service of the
         statement of claim and demand for arbitration and will use best efforts
         to render a decision within four (4) months from the service of the
         statement of claim and demand.

B.       DISCOVERY. Discovery will be conducted solely through depositions and
         requests for documents and things but otherwise will be governed by the
         Federal Rules of Civil Procedure. The arbitrator(s) will resolve any
         discovery disputes by such pre-hearing conferences as may be needed.
         All parties agree that the arbitrator(s) will have the power of
         subpoena process as provided by law. Disputes concerning the scope of
         depositions or document production, its reasonableness and enforcement
         of discovery requests will be subject to agreement by the parties or
         will be resolved by the arbitrator(s). All discovery requests will be
         subject to the proprietary rights and rights of privilege and other
         protections granted by applicable law to the parties. The arbitrator(s)
         will adopt procedures to protect such rights. With respect to any
         Dispute, each party agrees that all discovery activities will be
         expressly limited to matter directly relevant to the Dispute and the
         arbitrator(s) will be required to fully enforce this requirement.

C.       REQUIREMENT FOR ARBITRATION. Except for proceedings seeking equitable
         remedies, an arbitration proceeding commenced pursuant to this Section
         7.18 is a condition precedent to and is a complete defense to the
         commencement of any suit, action or proceeding in any court or before
         any tribunal with respect to any Dispute. Either party may bring action
         in court to compel arbitration. Any party who fails or refuses to
         submit to binding arbitration following demand by the other party
         shall, if such matter is determined to be within the scope this Section
         7.18, bear all costs and expenses incurred by the opposing party in
         compelling arbitration.

D.       POWERS OF THE ARBITRATORS. The arbitrator(s) are empowered to resolve
         Disputes by summary rulings substantially similar to summary judgments
         and motions to dismiss. The arbitrator(s) will resolve all Disputes in
         accordance with the applicable substantive law. The arbitrator(s) may
         grant any remedy or relief deemed just and equitable and within the
         scope of this Agreement and may also grant such ancillary relief as is
         necessary to make effective any award.

E.       DECISION BY THE ARBITRATORS. The arbitrator(s) will be required to make
         specific, written findings of fact and conclusions of law and the
         parties will have the right to appeal or seek vacation or modification
         of an award only (i) if that award is based in whole, or in part, upon
         fraud or a failure to follow the procedures set forth in this Section
         7.18 or (ii) to the extent otherwise allowed by applicable law. Subject
         to the foregoing, the determination of the arbitrator(s) shall be
         binding on all parties and shall not be subject to further review or
         appeal. Any judgment upon the award rendered by the arbitrator(s) may
         be entered in any court having jurisdiction thereof. The decision of
         the arbitrator(s) will be enforceable in any court of competent
         jurisdiction. For these purposes, the award and judgment entered by a
         court shall be considered to be the same as the award and judgment of
         the arbitrator(s). To the extent permitted by applicable law, the
         arbitrator(s)


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         will have the power to award recovery of all costs and fees (including
         attorneys' fees, administrative fees, and arbitrators' fees) to the
         prevailing party.

F.       LIMITATION ON AWARD. The arbitrator(s) will be limited to interpreting
         the applicable provisions of this Agreement and will not have the
         authority or power to alter, amend, modify, revoke or suspend any
         condition or provision of this Agreement or to create, draft or form a
         new agreement between the parties, or to render an award which, by its
         terms, has effect of altering or modifying any condition or provision
         of this Agreement.

G.       PROVISIONAL/ANCILLARY REMEDIES. No provision of, nor the exercise of
         any rights under, this Agreement will limit the right of any party,
         during the Dispute, to seek, use, and employ ancillary or provisional
         equitable remedies. Such rights may be exercised at any time except to
         the extent such action is contrary to an award or decision of the
         arbitrator(s). The pursuit of provisional or ancillary equitable
         remedies will not constitute a waiver of the right of any party,
         including the plaintiff, to submit a Dispute to arbitration, nor render
         inapplicable the compulsory arbitration provisions of this Section.

H.       SELECTION OF ARBITRATORS. The arbitrator(s) will be chosen by mutual
         agreement of PageMart and BellSouth. If they cannot agree within 30
         days upon a single arbitrator, each will, within 15 days thereafter,
         appoint an arbitrator and such arbitrators will appoint a third
         impartial arbitrator. If more that one arbitrator is appointed, the
         decision of a majority of such arbitrators will be binding. Subject to
         the provision of this Section, (i) each party will be responsible for
         the expenses and fees of the arbitrator appointed by it and one-half of
         the fees and expenses of the third arbitrator, (ii) if there is only
         one arbitrator appointed, the PageMart and BellSouth will each be
         responsible for one-half of the fees and expenses of such arbitrator
         and (iii) each party will bear its own attorney's and expert's fees. If
         either party fails to timely appoint an arbitrator, the decision of the
         arbitrator who is timely appointed will be binding.

I.       APPLICABILITY OF ARBITRATION/STATUTE OF LIMITATIONS. The arbitrator(s)
         will have the sole authority to resolve issues regarding whether
         Disputes are subject to arbitration, including applicability of any
         statute of limitations.

J.       TOLLING THE STATUE OF LIMITATIONS. The statute of limitations
         applicable to any Dispute shall be tolled upon the initiation of
         arbitration under this Agreement and shall remain tolled until the
         arbitration process is completed.


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         IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date first above written.

         PAGEMART WIRELESS, INC.


         By:/s/Douglas S. Glen
            -------------------
                  Name:  Douglas S. Glen
                  Title:   Executive Vice President
                           Carrier Services Division

         BELLSOUTH

         By:/s/Dan Smith
            -------------------
                  Name:    Dan Smith
                  Title: