Exhibit 10.24

                            Volume Purchase Agreement

                            VOLUME PURCHASE AGREEMENT

This  agreement  ("Agreement")  dated June 30, 2000  ("Effective  Date") between
GLENAYRE ELECTRONICS, INC., a Colorado corporation with its principal offices at
5935  Carnegie  Boulevard,  Charlotte,  North  Carolina  28209,  USA ("GEI") and
MULTI-LINK  TELECOMMUNICATIONS,  INC., a Colorado corporation  ("Customer") with
its principal offices at 4704 Harlan Street, Suite 420, Denver, Colorado, 80212,
consists of the General  Terms and  Conditions  ("GTC")  below and the following
exhibits ("Exhibits"):  A - Definitions; B - Equipment and Software Current List
Pricing;  C - Customer  Existing  Equipment and Customer  Premises;  D - Payment
Instructions;  E - Software  License;  F - Warranty;  and G - Unified  Messaging
Product Requirements.

                          General Terms and Conditions

GEI  manufactures  and/or  supplies  voice storage and  forwarding  products and
provides services related to the design,  installation,  maintenance and support
of such products.  Customer  desires to purchase  equipment and related services
and license related software from GEI.

In  consideration  of the covenants and promises in the Agreement,  Customer and
GEI agree as follows:

1.   Definitions. Capitalized terms used in the Agreement and not defined within
     have the meanings set forth in Exhibit A.

2.   Purchase of Equipment and Services and Licensing of Software.

     2.1. During the Term and in accordance with the terms and conditions of the
          Agreement,  GEI agrees to sell  Equipment  and services and to license
          Software  to  Customer.  All such  items  which  may be  purchased  or
          licensed  by  Customer  under the  Agreement  are  listed in Exhibit B
          (Equipment  and Software  Current List Pricing)  which may be modified
          from time to time by GEI in its reasonable  discretion.  For each item
          of Software  supplied to Customer by GEI,  GEI grants to Customer  the
          licenses  set forth in  Exhibit E  (Software  License)  subject to the
          terms and conditions also set forth therein.

     2.2. Customer agrees to purchase  Equipment and services and to license the
          Software by issuing signed purchase orders  itemizing the description,
          price,  quantity  (including  number of users or ports, if applicable,
          for Software  licenses),  price,  Designated  System (if  applicable),
          Customer Premises,  Site location,  "ship-to"  location,  and proposed
          delivery time for each item of Equipment, Software or service ordered.
          All  purchase  orders  shall  indicate  that  items are  purchased  or
          licensed pursuant to the terms and conditions of this "Volume Purchase
          Agreement  dated  June  15,  2000,   Contract   #4742vpa."  GEI  shall
          acknowledge  and  accept  each  purchase  order  by  signing  an order
          acknowledgement.  All  orders  shall  be  governed  by the  terms  and
          conditions of the  Agreement.  Any provision in a purchase  order that
          conflicts  with or  attempts  to modify  the  Agreement  shall have no
          effect. Neither party is obligated to notify the other party that such
          terms and conditions do not apply.  Any  modification to a term as set
          forth in the  Agreement  must be  agreed  to, in a  separate  writing,
          signed by each party's authorized personnel.

     2.3. Customer Purchase Commitments.

          (a)  Initial Purchase.  Upon the execution of the Agreement,  Customer
               shall  issue  to GEI a  purchase  order  for  the  Equipment  and





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               Software  for  Five  Hundred   Thousand  Dollars  of  voice  mail
               equipment  ("Initial  Order").  Customer  shall issue  subsequent
               purchase order(s)  ("Subsequent  Order(s)") for an additional One
               Million  Dollars of Equipment and Software  (Subsequent  Order(s)
               together with the Initial Order  collectively  referred to as the
               "Initial  Purchase").  All Initial Purchase items shall be priced
               at the standard list price then in effect in GEI's Price Book for
               such Equipment or Software.  The orders for the Initial  Purchase
               shall be  non-cancelable  and shall  indicate a delivery date for
               all items of the Initial  Purchase  within  twelve (12) months of
               the  Effective  Date of the  Agreement;  provided,  however,  for
               Subsequent  Order(s),  Customer shall have ninety (90) days after
               GEI  has   commercially   released  a  unified   message  product
               fulfilling  the   requirements   of  Exhibit  G  (or  some  other
               requirements  as may be mutually  agreed in a signed  writing) to
               issue  Subsequent  Order(s)  to GEI and GEI  shall  deliver  such
               Subsequent  Order(s) as soon as commercially  reasonable based on
               resource  availability  (or such  later  date as may be  mutually
               agreed).  Customer  shall pay for the Initial  Purchase  items as
               follows:  (a) upon  issuing  the  order  for the  Initial  Order,
               Customer shall make a payment of Eight Hundred  Thousand  Dollars
               ($800,000)  in  immediately  available  U.S.  funds;  and (b) the
               remaining amounts due for Initial Purchase items shall be paid by
               Customer  within  thirty  (30)  days of the  date of the  invoice
               therefor,  such invoice to be issued by GEI upon  shipment of the
               items.

          (b)  Additional  Purchase  Commitments.  In  addition  to the  Initial
               Purchase,  Customer  agrees to issue to GEI a purchase  order for
               delivery of an additional One Million Dollars  ($1,000,000)  (net
               of discounts and taxes) of messaging  systems  within  thirty-six
               (36) months of the Effective Date, and shall use its best efforts
               to complete this order within thirty (30) months of the Effective
               Date.

          (c)  Product Forecast.  Customer  anticipates that, in addition to the
               Initial  Purchase,  its purchases  under the Agreement  will be a
               minimum of $3.5 to $8.5  million  during the next five (5) years.
               To allow GEI to more  efficiently  meet Customer's  needs, at the
               beginning of each calendar  quarter,  Customer  shall provide GEI
               with a six-month rolling  good-faith  forecast of its anticipated
               Equipment and Software requirements.

          (d)  Exclusivity.  During the Term, Customer shall purchase all of its
               requirements for voice mail,  voice-activated  dialing,  fax mail
               and unified messaging  applications from GEI. If Customer desires
               to commercially  deploy an application subject to the exclusivity
               provision in the previous sentence  ("Application")  and GEI does
               not currently  offer such  Application,  Customer  shall send GEI
               written notice describing the requested  Application and the time
               frame  for its  deployment  of such  Application  and  requesting
               release  from the  aforementioned  exclusivity  provision  due to
               GEI's  inability to supply such  Application.  Within thirty (30)
               days  after  GEI's  receipt  of such  notice,  GEI  shall  notify
               Customer  whether GEI offers such  Application or intends to make
               the requested Application  commercially available within the time
               frame set forth in Customer's  deployment  schedule.  If GEI does
               not notify Customer within the aforementioned  30-day period that
               GEI  intends  to offer such  Application,  GEI shall be deemed to
               have waived its exclusivity  right for the Application  specified
               in  Customer's  request.   Notwithstanding  the  foregoing,   GEI
               acknowledges  and agrees that Customer  shall have no exclusivity
               obligations  for  unified  messaging   applications   unless  GEI
               complies  with the  requirements  set forth in Exhibit G,  unless
               otherwise mutually agreed in a writing signed by both parties.

     2.4. For a fee agreed upon in  advance,  GEI, at  Customer's  request,  may
          reconfigure any Equipment or Software.





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     2.5. Delay or Cancellation of Order.

          (a)  Delay of  Order.  At no  charge to  Customer,  GEI  shall  permit
               Customer  to  request  a  one-time  delay of all or any part of a
               purchase order for Equipment, Software or services for no greater
               than  thirty  (30) days from its  originally  scheduled  shipment
               date. If Customer requests delay for the same Equipment, services
               or  Software  more  than one  time or the  requested  delay  date
               exceeds thirty (30) days from its originally  scheduled  shipment
               date,  then the request  shall be treated as a  cancellation  and
               shall be subject to the terms and conditions of Paragraph 2.5(b).

          (b)  Cancellation of Order.

               (i)  Early  Cancellation.  At no  charge to  Customer,  GEI shall
                    permit  Customer  to cancel all or part of a purchase  order
                    for Equipment,  Software or services,  provided (a) Customer
                    requests such cancellation in writing,  (b) GEI receives the
                    written  cancellation  request at least one  hundred  twenty
                    (120) days prior to the scheduled shipping date; and (c) GEI
                    receives  such written  cancellation  request by Customer no
                    greater than thirty (30) days from the date GEI received the
                    purchase order which is being partially or fully canceled by
                    Customer's cancellation request.

               (ii) Late  Cancellation.  If  Customer  fails to comply  with the
                    requirements set forth in Subparagraph 2.5(b)(i),  GEI shall
                    charge  and  Customer  agrees  to  pay a  restocking  fee of
                    fifteen  percent  (15%)  of  the  price  of  all  Equipment,
                    services  or  Software  that  is  canceled  plus  all  costs
                    incurred  by GEI due to GEI's  return  of (or  inability  to
                    return)  Equipment  or  Software  supplied  by  third  party
                    vendors.

               (iii)For  avoidance  of doubt,  Customer  acknowledges  that this
                    Paragraph 2.5(b) is not applicable to the Initial  Purchase,
                    which is non-cancelable.

3.   Delivery and Installation.

     3.1. Shipment.  GEI shall (a) arrange shipping and insurance and shall bill
          Customer  separately for the cost of such items and (b) ship each item
          of  Equipment  and  Software  FOB  GEI's  location  that  supplied  or
          assembled the Equipment or Software. Title to Equipment shall not pass
          to Customer  until full payment for the  Equipment is received by GEI.
          In no event shall GEI be  obligated  to be the  importer of record for
          Equipment or Software.

     3.2. Delivery;  Expenses for Same. GEI will deliver and install Software on
          Equipment and/or Customer Existing  Equipment at Customer Premises and
          deliver  to  Customer  the  Documentation.  Customer  shall  take such
          actions  as  GEI  informs   Customer  are  reasonably   necessary  for
          installation  of Software and Equipment,  including those set forth in
          Sections 3.3, 3.4, 3.5 and 3.6.

     3.3. Site  Information.  At least thirty (30) days prior to the date of the
          scheduled  installation date, Customer shall provide GEI with complete
          and  accurate  information  concerning  the  Site  and  any  equipment
          installed on Customer Premises.  This information shall be in a format
          with the type of information  as reasonably  required by GEI, and such
          additional  information as GEI may reasonably request.  Customer shall
          bear the  cost of all  additional  services  or  modifications  to the
          services  that are  necessary  because it has  failed to provide  such
          adequate or accurate information.



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     3.4. Site  Preparation.  At least  fifteen (15) days prior to the scheduled
          installation  date for a Site,  Customer  shall complete and return to
          GEI the pre-installation checklist. Customer shall complete all of the
          action necessary to prepare Customer  Premises for the installation of
          Equipment and Software prior to the scheduled installation date.

     3.5. Dates of Delivery and Installation.  If Customer reasonably determines
          that Customer will be unable to prepare  Customer  Premises or install
          Customer  Existing  Equipment  prior  to the  scheduled  delivery  and
          installation date, then Customer shall have the right to specify a new
          delivery and installation date for the Software and the Equipment (not
          more  than  thirty  (30)  days  later  than the  mutually  agreed-upon
          installation  date) by  providing  GEI with  written  notice  at least
          fifteen (15) days prior to the original delivery or installation date,
          as the case may be.  Customer  shall pay to or  reimburse  GEI for all
          reasonable  travel and related  expenses  incurred by GEI due to or in
          association with the installation of the Software and Equipment.

     3.6. Availability of Equipment and Facilities.  Customer shall grant to GEI
          such access to Customer  Premises and make available all copies of any
          software,  and all Customer Existing  Equipment and Equipment and take
          such action as may be necessary  to ensure that all Customer  Existing
          Equipment  required for installation and operation of the Software and
          the Equipment  are installed and operable at Customer  Premises on the
          date  scheduled  for  delivery  of the  Software  and  the  Equipment.
          Customer  shall be  responsible  for the security of each Site and all
          equipment.  Customer  agrees that it shall comply with all  government
          laws and  regulations  relating  to any Site and agrees  that it shall
          have  obtained  all  necessary  licenses and permits with respect to a
          Site or otherwise  prior to GEI  delivering any Equipment and Software
          to any such Site.

     3.7. Installation.  Except as otherwise  provided herein, GEI shall, at its
          expense,  provide all necessary  installation tools and test equipment
          normally  used in the  installation  of  Equipment  and  Software.  If
          installation  of Software  and/or  Equipment is delayed as a result of
          the unavailability, incompletion or improper installation or operation
          of Customer Existing  Equipment and such delay continues for more than
          five (5) days  after GEI gives  Customer  notice of such  delay,  then
          Customer  shall  reimburse GEI for all  reasonable  costs and expenses
          (including  reasonable personnel expenses) incurred by GEI as a result
          of any such delay in installation. Installation is deemed as completed
          upon the  earlier  of (i)  thirty  (30)  days  from  delivery  of each
          Software or piece of Equipment to Customer Premises;  or (ii) upon GEI
          sign-off that the installation certification test is completed.

     3.8. Acceptance.  Customer  may  conduct  acceptance  testing of  Software.
          Customer shall have thirty (30) days from installation to conduct such
          acceptance testing, and report to GEI, in writing any Defects found by
          Customer. Customer may reject Software, in writing, during such thirty
          (30)-day  acceptance  test period solely on the basis of such Software
          failing to  substantially  conform to the  Documentation.  If Customer
          does not properly  reject such Software  within the  foregoing  thirty
          (30)-day  acceptance period,  then Customer is deemed to have accepted
          such  Software.  Acceptance  of  Software  shall  not be  unreasonably
          withheld  and shall be deemed to have taken  place on the  earliest to
          occur of: (a) thirty (30) days have elapsed since the date of delivery
          and  installation  of such  Software  pursuant  to Article 3,  without
          Customer  having  given to GEI a written  notice  of a Defect,  or (b)
          Customer  notifies GEI in writing that Customer accepts such Software,
          or (c) immediately upon Customer's commercial use of such Software and
          Equipment  in a fashion  whereby  Customer  is or would be entitled to
          receive any revenue  from such use. If Customer  rejects any  Software
          during the thirty (30)-day period after installation of such Software,
          it shall  provide  written  notice to GEI of the Defect in  sufficient
          detail to permit GEI to replicate the Defect, whereupon GEI shall have
          a  reasonable  period of time  within  which to remedy  the Defect and
          resubmit such Software.  Customer shall have a fifteen (15)-day period
          commencing on the date of such resubmission  within which to accept or
          reject  such  Software in  accordance  with the  procedures  set forth




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          above.  If GEI cannot remedy the Defect after repeated  efforts over a
          period  of at least  sixty  (60)  days  after  the  Software  is first
          delivered to Customer  pursuant to Section 3.8,  then either party may
          terminate  that  purchase  order  and  the  associated  Equipment  and
          Software  shall be returned,  whereupon  neither  party shall bear any
          further liability or obligation for such Equipment or Software.

     3.9. Changes.  At any time during the  performance  of any  services by GEI
          under the Agreement,  Customer may, by written notice to GEI,  request
          that GEI make change(s) to such services. Upon receipt of such notice,
          GEI  shall  promptly  advise  Customer  in  writing  whether  GEI  can
          reasonably  make such change(s)  and, if GEI determines  that it could
          reasonably  make  such  change(s),  how  the  change(s)  requested  by
          Customer  would,  if implemented,  affect:  (a) the services;  (b) the
          performance  of  the  Equipment  or  Software;   (c)  any  agreed-upon
          performance  milestones;  and (d) the  cost  of such  services.  After
          reviewing  GEI's  response,  Customer  shall give GEI  written  notice
          stating  whether GEI should proceed with such  change(s).  If Customer
          instructs  GEI to  proceed  with  such  change(s),  then GEI shall (a)
          promptly  proceed to make such  change(s);  and (b) be relieved of any
          obligations  affected by such  change(s) as detailed in GEI's response
          to Customer's request for change(s).  Customer shall pay GEI as if the
          Agreement  had been  performed as agreed prior to the  change(s),  and
          shall pay or be given a credit for any  additional or less amount,  as
          the case may be,  which GEI  proposed in its  response  to  Customer's
          requested change(s).

     3.10. Returns and Shortages.

          (a)  Shortages.  Customer  shall make any claim for  shortages  (items
               invoiced but not delivered)  promptly upon discovery.  In no case
               shall Customer make such claims later than  twenty-one  (21) days
               after the delivery date.

          (b)  Returns   for   Non-Defective   Items.    Customer   may   return
               non-defective Equipment or Software only if (i) the shipment does
               not  correspond  to  Customer's  purchase  order or (ii) Customer
               orders the wrong Equipment or Software and GEI agrees to exchange
               the  delivered  Equipment or Software for different GEI Equipment
               or Software.  To return  Equipment or  Software,  Customer  shall
               first obtain a return authorization,  including a tracking number
               and return  address.  Each item of  Equipment  or Software  being
               returned by Customer shall have affixed to it a label showing the
               tracking number of the return  authorization.  Customer shall not
               return Equipment and Software under this Paragraph 3.10(b) unless
               the returned  items are in undamaged  condition,  in the original
               configuration,  and where  appropriate,  in the original packing.
               Customer shall return Equipment or Software authorized for return
               under this  Paragraph  3.10(b) before the later of (i) twenty-one
               (21) days after the item is  delivered  or (ii) the  installation
               date, if such  installation  is being performed by GEI. GEI shall
               be  responsible  for  shipping,   insurance  and  other  expenses
               incurred in returning  Equipment or Software not corresponding to
               Customer's   purchase   order;   otherwise,   Customer  shall  be
               responsible for such charges.

          (c)  Credits.  Provided  Customer  complies with the  requirements set
               forth in Paragraph 3.10(b),  GEI shall issue credits for returned
               items as  follows:  (a) for  items  returned  under  Subparagraph
               3.10(b)(i),  GEI shall issue  Customer a credit for the net sales
               price of the  returned  Equipment  or Software  plus the original
               shipping and insurance as shown on the applicable invoice; or (b)
               for items  returned  under  Subparagraph  3.10(b)(ii),  GEI shall
               issue  Customer a credit for the net sales price of the  returned
               Equipment or Software  less a restocking  fee of fifteen  percent
               (15%)  of the net  sales  price  of the  Equipment  and  Software
               returned  and less any  costs  incurred  by GEI  associated  with
               returning  the Equipment or Software to third party  vendors.  If
               Customer  fails to  comply  with the  requirements  set  forth in
               Paragraph 3.10(b), GEI shall have no obligation to issue a credit
               for  non-defective  returned  Equipment  or Software and Customer
               shall pay the full invoice amount.


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          (d)  Defective  Equipment and Software.  The return of defective items
               supplied  under the Agreement by GEI shall be in accordance  with
               such terms and conditions set forth in the Warranty.

4.   Prices and Payment Terms.

     4.1. License Fees. GEI shall invoice  Customer,  and Customer agrees to pay
          to GEI,  the license fees of the  Software  and  Documentation  in the
          amounts and at the times specified in the Agreement.  The current fees
          for  Software  licenses  are  indicated  on  Exhibit B;  however,  GEI
          reserves the right to modify GEI's  license fees for such items at any
          time and from time to time without notice.

     4.2. Equipment.  GEI shall invoice Customer,  and Customer agrees to pay to
          GEI, the prices for the Equipment  determined  in accordance  with the
          Agreement.  The current prices for items of Equipment are indicated on
          Exhibit B; however,  GEI reserves the right to modify GEI's prices for
          such items at any time and from time to time without notice.

     4.3. Customization   Fees.  If  Customer  requests  GEI  to  customize  any
          Software,  then Customer and GEI shall enter into a separate agreement
          which sets forth the terms,  conditions  and  pricing  related to such
          customization.

     4.4. Payment Terms.

          (a)  Invoicing.  GEI shall invoice Customer for all items purchased or
               licensed  under the Agreement  upon shipment and for any services
               and  associated  expenses,   upon  performance  of  the  service.
               Customer shall pay such invoices within thirty (30) days from the
               invoice date.

          (b)  Credit  Limits.  The payment terms set forth in Paragraph  4.4(a)
               are based upon Customer's  financial  status as made known to GEI
               by Customer as of the Effective  Date. To keep GEI advised of its
               financial  status,   Customer  shall  provide  GEI  with  audited
               financial   statements  prepared  in  accordance  with  generally
               accepted  accounting  principles  ("GAAP") (or if  unaudited,  an
               accompanying  certification  by  Customer's  then  current  Chief
               Financial  Officer  that  such  financial  statements  have  been
               prepared in  accordance  with GAAP).  GEI shall have the right at
               any time to (i)  request  additional  assurances  or  information
               concerning  Customer's  financial  status;  and (ii)  set  credit
               limits and  require  payment in  advance of  shipment  during any
               period  in which  Customer  exceeds  such  credit  limits.  GEI's
               obligations  and  Customer's   rights  under  the  Agreement  are
               conditioned upon Customer's  payment of all amounts when due. GEI
               reserves the right to vary such payment terms, including, without
               limitation,  requiring at any time upon prior notice, Customer to
               make payment  pursuant to a letter of credit in  accordance  with
               the payment instructions set forth in Exhibit D.

          (c)  GEI's  obligations and Customer's  rights under the Agreement are
               conditional  upon  Customer's  payment of the fees and charges in
               strict  accordance  with the terms set forth herein.  If Customer
               fails to pay any invoice when due, GEI may, without  prejudice to
               any  other  remedy,  postpone  shipments,  alter  payment  terms,
               terminate  the  Agreement  and  charge  interest  on all  overdue
               amounts at the rate of 1.5% per month  compounded  monthly (or if
               less,  the maximum  rate allowed by law).  Upon demand,  Customer
               shall pay all such interest charges and all reasonable collection
               fees, including reasonable legal expenses.

     4.5. Payment Dispute  Process.  If Customer  disputes any invoice amount in
          good faith,  then Customer  shall do the following  ("Payment  Dispute
          Procedure")  within  thirty  (30) days of  Customer's  receipt of such




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          invoice:  (a) pay GEI the  undisputed  amount of the invoice;  and (b)
          provide GEI's Credit Department a detailed written  description of the
          disputed amount and the basis for Customer's dispute with such amount.
          GEI may  charge a service  fee equal to the  lesser of (i) one and one
          half  percent  (1-1/2%)  per month or (ii) the highest  interest  rate
          legally  permitted  on any unpaid  amounts,  unless  such  amounts are
          ultimately  determined not due in accordance  with the Payment Dispute
          Procedure.  Customer shall  cooperate  with GEI in resolving  disputed
          invoice amounts and then promptly  paying amounts due.  Customer shall
          reimburse  GEI for all  reasonable  collection  expenses.  If Customer
          fails to  follow  the  Payment  Dispute  Process  as set forth in this
          Section 4.5 for any invoice,  then such invoice shall be considered an
          undisputed invoice.

     4.6. Taxes.  Prices and fees  represented  herein and on all  notifications
          issued  by  GEI  pursuant  to  the  Agreement  are  exclusive  of  all
          government excise, sales, service,  use,  occupational,  or like taxes
          and,  accordingly,  are subject to an increase  equal in amount to any
          tax GEI may be required to collect or pay upon the licensing, delivery
          or  installation  of  Equipment,  Software  or services or other items
          provided under the Agreement.  Customer is responsible  for payment of
          any taxes resulting from or imposed due to GEI's performance under the
          Agreement, except taxes based on GEI's net income.

5.   Discounts.

     5.1. Volume Purchase  Discount.  Provided Customer is not delinquent on any
          of its  obligations  under the  Agreement  at the time of  placing  an
          order,  GEI shall give  Customer a discount off then current  price of
          GEI-manufactured   infrastructure  Equipment  and  GEI-owned  Software
          (excluding  Initial Purchase items).  The amount of the discount shall
          be based  upon the net  purchase  price  of such  products  (including
          Initial  Purchase  items) that Customer has  previously  purchased and
          paid for during the then current Term. The following  table sets forth
          the volume purchase levels and the applicable discounts available:

                     Purchase Volume     % Discount Off GEI Published List Price
                     ---------------     ---------------------------------------
                 Less than $1,000,000                      0
               $1,000,001 - $2,000,000                    25
               $2,000,001 - $3,000,000                    35
               $3,000,001 - $4,000,000                    40
                    Over $4,000,000                       45

     5.2. Exceptions. The volume purchase discounts set forth above do not apply
          to the  purchase or  licensing  of any of the  following:  (a) Initial
          Purchase  items;  (b)  services,  including  those  provided  under  a
          Glenayre Care Agreement,  which shall be priced at GEI's standard list
          price in  effect  at the time the  service  is  ordered;  (c)  Special
          Offers,  which  shall be priced at the price in effect at the time the
          item is ordered as set forth in GEI's  then-current  Price  Book;  (d)
          spare card kit  packages  and  assemblies  and other spare  parts,  as
          specified and priced in GEI's  then-current  Price Book; (e) printers,
          video  screens,   modems,  and  other  similar  items  which  are  not
          manufactured by GEI, all of which shall be sold at a discount of 5% of
          the Price in GEI's  then-current  Price  Book;  (f) items that are not
          then released for commercial production and (g) products are listed as
          non-discountable  in GEI's  then  current  Price Book  (including  OEM
          Hardware and Third Party Software).

     5.3. Levels.  As  Customer's  net purchases  increase  during each one-year
          period of the Term,  Customer  shall be eligible  for the higher level
          discounts.  The discount level for an order shall be determined  based
          upon the net  purchase  price of the items of  Equipment  and Software
          licenses that Customer has previously purchased and paid for as of the
          date Customer submits a purchase order to GEI.



                                       7
<PAGE>


6.   Training and Support.

     6.1. Training.  Upon Customer's request and payment of the applicable fees,
          GEI shall  provide the  training  services  requested by Customer at a
          mutually agreeable location and time.

     6.2. Maintenance and Support.  For the warranty period  applicable for each
          item  of  Equipment  or  Software,  GEI  will  provide  Customer  with
          pre-installation  completion and warranty Defect  support,  subject to
          and in accordance with the terms and procedures set forth in Section 7
          and the Warranty.  If Customer desires  additional  support,  Customer
          shall  enter into GEI's  then-standard  maintenance  agreement,  as in
          effect  from  time to time  (the  "Maintenance  Agreement").  Customer
          acknowledges  that if the  parties  are unable to reach  accord on the
          terms and provisions of the Maintenance Agreement, then Customer shall
          be  responsible  for all such  maintenance  and support  except as set
          forth   specifically  in  the  Agreement  for  warranty   Defects  and
          pre-installation completion.

     6.3. Reimbursement  of  Expenses.  Customer  shall  reimburse  GEI  for all
          reasonable  expenses incurred by GEI in providing training and support
          services beyond those described in this Article 6, as invoiced by GEI.

7.   LIMITED WARRANTY; LIMITATION ON REMEDIES.

     7.1. Warranty.  Subject to the terms and conditions of the  Agreement,  the
          Software and Equipment is warranted in  accordance  with the terms and
          conditions  set forth in the Warranty,  a copy of current  warranty is
          set  forth  in  Exhibit  F. GEI does not  represent  or  warrant  that
          Customer's  use of the items provided under the Agreement by GEI shall
          be  uninterrupted  or  error-free  or that all program  defects in the
          Software shall be corrected.

     7.2. Limitations; Remedies. GEI's entire liability and Customer's exclusive
          remedy as to Defects,  or any other  performance or  nonperformance by
          GEI of its obligations under the Agreement shall be the warranties and
          remedies as set forth in this Article 7,  regardless  of the theory of
          claim or form of action.  THE  WARRANTIES  MADE IN SECTION 7.1 ARE THE
          ONLY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,  THAT ARE MADE
          BY GEI, AND GEI  DISCLAIMS  ALL OTHER  WARRANTIES  INCLUDING,  BUT NOT
          LIMITED TO, ANY WARRANTY OF MERCHANTABILITY,  TITLE,  NON-INFRINGEMENT
          OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE,  THE
          EQUIPMENT OR ANY OTHER ITEMS OR SERVICES PROVIDED  HEREUNDER.  NEITHER
          GEI NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION,  PRODUCTION
          OR DELIVERY OF  EQUIPMENT,  SOFTWARE  OR SERVICES  PROVIDED  HEREUNDER
          SHALL BE LIABLE FOR DAMAGES  ARISING  FROM ANY  MODIFICATIONS  MADE BY
          CUSTOMER OR ANY THIRD PARTY.

     7.3. No Other  Damages.  NOTWITHSTANDING  ANYTHING TO THE  CONTRARY,  IN NO
          EVENT SHALL GEI OR ANYONE ELSE WHO HAS BEEN  INVOLVED IN THE CREATION,
          PRODUCTION  OR DELIVERY OF  EQUIPMENT,  SOFTWARE OR SERVICES  PROVIDED
          HEREUNDER  BE LIABLE TO  CUSTOMER  OR ANY  THIRD  PARTY FOR  INDIRECT,
          CONSEQUENTIAL,  SPECIAL,  PUNITIVE OR  INCIDENTAL  DAMAGES  (INCLUDING
          DAMAGES FOR LOSS OF BUSINESS PROFITS,  BUSINESS INTERRUPTION,  LOSS OF
          BUSINESS  INFORMATION,  AND THE LIKE)  ARISING  FROM OR RELATED TO THE
          DELIVERY,  USE OR  PERFORMANCE  OF THE  EQUIPMENT  OR  SOFTWARE OR THE
          AGREEMENT  REGARDLESS  OF TYPE OF CLAIM,  WHETHER IN  CONTRACT,  TORT,
          STRICT  LIABILITY  OR OTHER LEGAL OR  EQUITABLE  THEORY,  WHETHER SUCH
          PARTY OR ITS  AGENTS  HAVE BEEN  ADVISED  OF THE  POSSIBILITY  OF SUCH
          DAMAGES.


                                       8
<PAGE>


     7.4. Limitation on Liability.  IN NO CASE SHALL GEI'S  AGGREGATE  LIABILITY
          FOR ALL MATTERS  ARISING OUT OF THE SUBJECT  MATTER OF THE  AGREEMENT,
          WHETHER IN CONTRACT,  TORT OR  OTHERWISE,  EXCEED THE AMOUNT  ACTUALLY
          RECEIVED BY GEI DURING THE PRECEDING  12-MONTH  PERIOD PURSUANT TO THE
          AGREEMENT.

     7.5. Customer  Acknowledgement.  Customer acknowledges that the limitations
          of liability  and remedies  set forth herein  represent  bargained-for
          allocations of risk, and GEI's prices and fees reflect the allocations
          of such risk.  However,  if any one or more of such restrictions shall
          either taken by itself or themselves together be adjudged to go beyond
          what is  reasonable  in all the  circumstances  but would be  adjudged
          reasonable if any particular  restriction or restrictions were deleted
          or if any parts of the working  thereof were  deleted,  restricted  or
          limited in a particular manner then the said restrictions  shall apply
          with such deletions, restrictions or limitations as the case may be.

8.   INDEMNIFICATION.

     8.1. Infringement.

          (a)  Defense. In the event of any claim or allegation against Customer
               of  infringement  or  misappropriation  of United States  patent,
               copyright, trade secret, or mask work rights by reason of the use
               by  Customer of the  Licensed  Programs  as  permitted  under the
               Agreement  and  provided  that  Customer  provides GEI prompt and
               timely written  notice of the claim or  allegation,  GEI will, at
               its expense,  defend such claim, and pay any costs,  expenses and
               damages actually awarded in connection  therewith,  including the
               fees  and  expenses  of the  attorneys  engaged  by GEI for  such
               defense.  GEI  shall  have the sole and  exclusive  authority  to
               defend and/or settle any such claim or action.

          (b)  Certain  Actions in  Response  to  Infringement.  Upon GEI's sole
               determination,  or after the entry of any  judgment  or order not
               subject to further appeal,  that the use of the Licensed Programs
               by Customer in unmodified  form  infringes upon the rights of any
               third  party  and that  such use of any  Licensed  Programs  must
               cease,  GEI, at its election  shall, at its own cost and expense,
               either (a) procure for  Customer the right to continue the use of
               such Licensed Programs;  (b) modify the Licensed Programs in such
               a way that the use thereof does not  infringe  upon the rights of
               third  parties;  or (c)  terminate  the  Agreement  by  notice to
               Customer and refund to Customer a pro-rata  amount of the license
               fees  paid  by  Customer  for  the  infringing  (or   potentially
               infringing)  Licensed  Program  based  on a  5-year  amortization
               schedule.

     8.2. Limitation of Indemnification for GEI.

          (a)  No Liability. GEI shall have no liability or obligation under the
               Agreement  with  respect to any  infringement  claim (or  defense
               thereof) if such  infringement  is caused by (i) compliance  with
               designs,  guidelines,  plans or specifications of Customer or any
               third party  (including  any  customized  version of the Licensed
               Programs);  (ii) a modification made by any party other than GEI;
               (iii) use of a Licensed  Program in an application or environment
               other  than as  specified  in the  Documentation;  (iv)  use of a
               non-current version; or (v) the combination,  operation or use of
               any Licensed  Programs with other product(s) not supplied by GEI.
               Customer  agrees  to  indemnify  and hold  harmless  GEI from and
               against  all  liabilities,   obligations,   costs,  expenses  and
               judgments,  including court costs,  reasonable attorneys fees and
               expert fees,  arising out of any of the  circumstances  stated in
               this Paragraph 8.2(a).



                                       9
<PAGE>


          (b)  Entire  Liability.  This Article 8 states GEI's entire  liability
               and obligation, whether statutory,  contractual, express, implied
               or otherwise, for claims of intellectual property infringement.

     8.3. By  Customer.  Except to the  extent  GEI is  obligated  to  indemnify
          Customer under Section 8.1, and without  limiting any other obligation
          of Customer to indemnify GEI under the  Agreement,  (i) Customer shall
          indemnify,  defend  and hold  GEI  harmless  from any and all  claims,
          damages, losses, liabilities, costs and expenses (including reasonable
          attorney's  fees) arising out of or in connection  with Customer's use
          of the items  supplied  under the  Agreement by GEI and (ii)  Customer
          shall have the sole and  exclusive  authority to defend  and/or settle
          any such claim or action.

9.   Ownership Rights.

     9.1. Ownership.  Except as explicitly  provided otherwise in the Agreement,
          all right,  title and interest,  including all  copyright,  trademark,
          trade   secret  and  patent   rights  in  the   Software,   Equipment,
          Documentation  and any other items supplied by GEI under the Agreement
          shall be owned  exclusively  by GEI or its  third-party  licensors  or
          suppliers.

     9.2. No  Decompilation.   Customer  shall  not  decode,  reverse  engineer,
          reprint, transcribe or reproduce, in whole or in part, any Software or
          Documentation supplied under the Agreement for any reason,  including,
          but not  limited  to, in an attempt  to obtain the source  code of any
          Software supplied by GEI to Customer.

10.  Confidential Information.

    10.1. Confidentiality.  Customer  and GEI shall each  safeguard  the other's
          Confidential  Information  in the same manner as it safeguards its own
          valuable  Confidential  Information.  The parties  each agree that the
          amount of license or other fees payable under the  Agreement,  and the
          payment terms, shall be deemed  Confidential  Information for purposes
          of this  Article  10.  Each  party  acknowledges  that the  disclosing
          party's  Confidential  Information  constitutes  such party's valuable
          Confidential  Information  and trade  secrets.  Each  party  expressly
          agrees and  acknowledges  that it is entering into the Agreement,  and
          providing  the  receiving  party  with  copies  of  its   Confidential
          Information  under  the  Agreement,  in  reliance  upon the  receiving
          party's foregoing promise of confidentiality. Neither party shall use,
          disclose,  make or have  made any  copies  of the  disclosing  party's
          Confidential  Information  in  whole or in part,  except  as  provided
          herein,  without  the  prior  express  written  authorization  of  the
          disclosing party.

    10.2. Exceptions.   Any  provisions  herein  concerning  non-disclosure  and
          non-use of Confidential  Information of the disclosing party shall not
          apply  to any  such  information  which  (a) is  already  known to the
          receiving  party  when  received;  (b) is or  becomes  publicly  known
          through  publication  or otherwise  and through no wrongful act of the
          receiving  party;  (c) is received from a third party without  similar
          restriction  and without breach of the Agreement;  (d) is approved for
          release or use by written  authorization  of the disclosing  party; or
          (e) is required to be  disclosed  by law or order of a  regulatory  or
          judicial   authority,   provided  the  disclosing  party  is  given  a
          reasonable  opportunity to seek a protective order or similar judicial
          constraint.

    10.3. Secure  Handling.  Customer  shall  require  that the Software and the
          Documentation  be kept on Customer  Premises  and be  maintained  in a
          manner so as to reasonably preclude  unauthorized  persons from having
          access thereto.

    10.4. Proprietary  Legends.  Customer shall not remove any copyright  notice
          or other  proprietary  or  restrictive  notice or legend  contained or




                                       10
<PAGE>

          included in any material provided by GEI, and Customer shall reproduce
          and copy all such information on all copies made under the Agreement.

    10.5. Obligations of Parties Having Access.  Customer shall limit use of and
          access to the Confidential  Information to such Customer  Personnel as
          are  directly  involved in the  operation or  maintenance  of Customer
          Existing Equipment, Software or Equipment.

11. Term And Termination.

    11.1. Term. The Agreement  shall commence on the Effective Date and continue
          for a period of five (5) years,  unless sooner terminated  pursuant to
          Section 12.1 ("Term").

    11.2. Term of the Licenses.  The licenses granted under the Software License
          are effective upon  installation and shall continue until the first to
          occur of the following:  (a) Customer attempts to assign,  transfer or
          sublicense  the  Software  or the  Documentation  without  GEI's prior
          written  consent;  (b) Customer or a third party acting at  Customer's
          direction  moves the  Equipment  or  Customer  Existing  Equipment  or
          Software from Customer Premises,  unless GEI is notified; (c) Customer
          sells the related  Equipment  without GEI's prior written consent;  or
          (d) Customer ceases to use the Software with the Equipment or Customer
          Existing  Equipment.  Upon  termination  of such licenses and at GEI's
          request,  Customer shall promptly  return or destroy all  Confidential
          Information.  If such Confidential Information is destroyed,  Customer
          shall  certify  within  ten  (10)  days  to GEI in  writing  that  all
          Confidential Information has been destroyed.

12. Termination.

    12.1. The Agreement shall be terminated:

          (a)  with the consent of both parties hereto;

          (b)  by GEI if  Customer  fails  (i) to pay any  amount  due under the
               Agreement in accordance with the Agreement or (ii) to comply with
               any obligations under the Software License or the Warranty,  and,
               if the failure can be cured,  Customer  does not cure the failure
               within  five (5) days after  written  notice from GEI or (iii) to
               comply with any obligation set forth in the Agreement, other than
               those specified in Subparagraph 12.1(b)(i) and (ii), and Customer
               does not cure the failure  within  thirty (30) days after written
               notice from GEI;

          (c)  by Customer if GEI fails to comply with any  material  obligation
               set forth in the  Agreement,  and GEI  fails to cure the  failure
               within thirty (30) days after written notice from Customer; or

          (d)  by GEI,  immediately,  and without any notice to Customer, if (i)
               Customer  makes an assignment for the benefit of its creditors or
               admits its insolvency or fails to pay its debts generally as they
               become due, (ii) a proceeding is commenced by or against Customer
               for relief under any bankruptcy, insolvency or other similar law,
               unless the proceeding is commenced involuntarily against Customer
               and is dismissed  within sixty (60) days after the  commencement,
               (iii) a receiver  or trustee is  appointed  for  Customer  or any
               substantial part of its assets and is not discharged within sixty
               (60) days after the appointment;  (iv) a proceeding is instituted
               for  the  dissolution  or the  full  or  partial  liquidation  of
               Customer  and is not  dismissed or  discharged  within sixty (60)
               days after the  commencement;  or (v) Customer  discontinues  its
               voice mail and/or prepaid  calling system  business,  as the case
               may be.



                                       11
<PAGE>


    12.2. Obligations on Termination. Upon any termination of the Agreement, all
          copies of the Software and Documentation supplied by GEI and all works
          in progress shall immediately be delivered to GEI. All amounts payable
          by Customer shall be immediately  payable in full.  Termination of the
          Agreement  shall not affect the rights or liabilities  for any amounts
          then  currently  due under the  Agreement  for  products  and services
          actually provided.

13.  Notice. All notices,  consents and requests under the Agreement shall be in
     writing and shall be deemed to have been  delivered and received (i) on the
     date of personal  delivery,  (ii) three business days after being mailed if
     by first class mail,  (iii) on the next or second business day after proper
     delivery to a commercial  courier service that  guarantees  delivery on the
     next or second  business  day (unless the return  receipt or the  courier's
     records evidence a later  delivery),  or (iv) on the date of receipt (if it
     is a business day,  otherwise on the next  business  day) by facsimile,  in
     each case addressed as follows:

    TO GEI:                                     with a copy to:


    Glenayre Electronics, Inc.                  Glenayre Electronics, Inc.
    11360 Lakefield Drive                       5935 Carnegie Boulevard
    Duluth, Georgia  30155                      Charlotte, North Carolina 28209
    Attention:  Executive Vice  President,      Attention: Legal Department
                Products                        Facsimile: (704) 553-0524
    Facsimile:  (770) 623-0210

    (a) For Payment Disputes

    Glenayre Electronics, Inc.
    5935 Carnegie Boulevard
    Charlotte, North Carolina 28209
    Attention:  Credit Department
    Facsimile:  (770) 553-9338

    TO Customer:

    Multi-Link Telecommunications, Inc.
    4704 Harlan Street
    Denver, Colorado  80212
    Facsimile:  (303) 831-1988

14. Miscellaneous.

    14.1. Representations.  Each party hereto  represents  and warrants that the
          Agreement is valid and legally  binding upon it and to the best of its
          knowledge,  is enforceable in accordance with its terms. By submitting
          a purchase order to GEI, Customer  represents and warrants that it (a)
          has the financial  capability to pay the price and all related charges
          for all items ordered and (b) shall maintain that financial capability
          until  that  amount  is  fully  paid.  For  this  purpose,  "financial
          capability" means sufficient assets, after deducting  liabilities,  to
          pay that amount  without  becoming  insolvent  (as  defined  under any
          applicable law).

    14.2. Force  Majeure.  Neither  party  shall be  responsible  for  delays or
          failures in  performance  resulting  from causes beyond the control of
          such  party,  including  without  limitation,  any act of  God,  fire,
          casualty,  delay or disruption in transportation,  flood,  earthquake,
          war, strike, lockout, epidemic, destruction or shut-down of production
          facilities, shortage or curtailment, riot, insurrection,  governmental
          acts  or  directives,   or  financial  requirements  or  manufacturing
          limitations  imposed  by  third-party  manufacturers,   suppliers,  or
          vendors.



                                       12
<PAGE>



    14.3. Dispute  Settlement.  Except as otherwise provided in Section 14.3, if
          a dispute arises out of or related to the Agreement, the parties shall
          (a) agree to  negotiate  in good  faith to settle  the  dispute  in an
          amicable  manner and (b) if the  parties  are  unable to agree  within
          sixty  (60)  days of  dispute  settlement  discussions,  the  disputes
          arising out of or in connection  with the Agreement  shall be referred
          to and finally resolved by arbitration under the rules of the American
          Arbitration Association.  The place of arbitration shall be Charlotte,
          North Carolina.  The language of arbitration shall be in English.  The
          number of  arbitrators  shall be one.  Notwithstanding  the preceding,
          nothing  herein in  Section  14.3 shall  restrict  the right of either
          party to apply to a court of  competent  jurisdiction  for a temporary
          restraining order,  preliminary injunction,  or other equitable relief
          to preserve the status quo or prevent  irreparable  harm,  and for the
          right of GEI to bring suit in federal court regarding violation of its
          copyright or other proprietary rights.

    14.4. Permits  and  Authorizations.   Customer  is  solely  responsible  for
          obtaining  any  government  licenses  and  authorizations  required to
          operate its business and for complying with the rules and  regulations
          of the government and regulatory agencies.  Neither GEI nor any of its
          employees or agents are an agent for, nor a representative of Customer
          in  matters  pertaining  to the  rules  and  regulations  of any  such
          governmental agency.

    14.5. Export  Provisions.  Customer shall comply with all export laws of the
          United  States  and  Canada and  agrees to not,  whether  directly  or
          indirectly (including facilitating a third party), export or re-export
          any  Equipment,  Software,  Documentation  or other  GEI  Confidential
          Information  to any  country  in  violation  of the laws of the United
          States  or  Canada.  Customer  agrees to  indemnify  GEI  against  any
          liability incurred by GEI due to Customer's  violation of this Section
          14.5.

    14.6. Publicity.  Each party shall obtain the other  party's  prior  written
          consent  before  issuing  any press  release or  otherwise  making any
          public announcement concerning the Agreement.

    14.7. Assignment.  The Agreement  shall not be assigned by Customer  without
          GEI's advance written consent. The Agreement shall be binding upon and
          inure to the benefit of the parties,  their  successors  and permitted
          assigns.

    14.8. Survival.  After  expiration  or  termination  of the  Agreement,  all
          provisions  relating to payment  shall  survive  until  completion  of
          required payments.  In addition to those provisions which specifically
          provide for survival beyond expiration or termination,  all provisions
          contained in this  Article 14 and all  provisions,  if any,  regarding
          ownership,  indemnification,  warranty,  liability and limits thereon,
          and confidentiality  and/or protection of proprietary rights and trade
          secrets shall survive indefinitely or until the expiration of any time
          period  specified  elsewhere  in the  Agreement  with  respect  to the
          provision in question.

    14.9. No  Amendments.  No  amendment  to the  Agreement  shall be  effective
          unless it is in a writing signed by a duly  authorized  representative
          of each party.  The term  "Agreement",  as used  herein,  includes any
          future  written  amendments,  modifications,  or  supplements  made in
          accordance herewith.

   14.10. No Nuclear, Aircraft  or Life-Support  Applications. None of the items
          supplied by GEI are designed or intended for use as a component in the
          maintenance  or  operation  of a  nuclear  facility,  aircraft  or air
          traffic  system or a life-support  or  medical-monitoring  system.  If
          Customer uses any of the  GEI-supplied  items in such an  application,
          Customer  agrees to indemnify and hold GEI harmless  against any claim
          arising out of that application.

   14.11. Waiver.  No term  or provision  hereof  shall be deemed  waived and no
          breach excused,  unless such waiver or consent shall be in writing and
          signed by the party claimed to have waived or  consented.  Any consent




                                       13
<PAGE>



          by any party to, or waiver of, a breach by the other,  whether express
          or implied,  shall not  constitute a consent to,  waiver of, or excuse
          for any other different or subsequent breach.

   14.12. Severability.  If  any  provision of  the  Agreement is  held illegal,
          void or  unenforceable,  to any extent, in whole or in part, as to any
          situation  or  person,  the  balance  shall  remain in effect  and the
          provision in question  shall remain in effect as to all other  persons
          or situations, as the case may be.

   14.13. Governing  Law. The  Agreement  shall  be deemed to  have been made in
          the State of North  Carolina and shall be governed by and construed in
          accordance with the laws of the State of North Carolina,  exclusive of
          its rules governing choice of law and conflict of laws.

   14.14. Entire  Agreement.  The  Agreement  constitutes the  entire  agreement
          between  the  parties  hereto  concerning  the  subject  matter of the
          Agreement and  supersedes  and replaces all prior and  contemporaneous
          agreements and  representations  between such parties  concerning such
          subject  matter.  No person is authorized for either party to make any
          agreement or representation not expressly  contained in the Agreement.
          No  change,  termination,  modification,  or  waiver  of any  term  or
          condition of the Agreement  shall be valid unless in a writing  signed
          by each party hereto.  The section headings contained in the Agreement
          are for  convenience  of reference and shall not in any way affect the
          meaning or  interpretation  of the Agreement.  The Agreement shall not
          create any rights in, or be  enforceable  by,  persons  other than the
          parties hereto,  their successors and permitted assigns. If there is a
          conflict  between the GTC and the terms and conditions of any Exhibit,
          the GTC shall  control,  except that terms  applicable  to Third Party
          Software  shall  control  with  respect to such Third  Party  Software
          (including Article 10 of the Software License). However, to the extent
          possible, the GTC and the Exhibits shall be construed as complementary
          to  each  other.  The  Agreement  may  be  executed  in  one  or  more
          counterparts,  each of which shall be deemed an  original,  but all of
          which together shall constitute the same instrument.

IN WITNESS  WHEREOF,  each party has caused the  Agreement to be executed by its
duly authorized representative, effective as of the Effective Date.


GLENAYRE ELECTRONICS, INC.                  MULTI-LINK TELECOMMUNICATIONS, INC.

By:                                         By:
   -----------------------------------         ---------------------------------
Name:                                       Name:
     ---------------------------------           -------------------------------
Title:                                      Title:
      --------------------------------            ------------------------------





                                       14
<PAGE>



                                    EXHIBIT A

                                   Definitions

1.   DEFINITIONS.  In addition to terms elsewhere  defined in the Agreement, the
     following terms shall have the following meanings:

     1.1. "Confidential   Information"   means  the  confidential  and  valuable
          information  of the  respective  parties  which the parties  desire to
          protect against  disclosure or competitive use and which is in written
          or  tangible  form and  designated  either  orally  or in  writing  as
          proprietary or confidential or is disclosed  visually or orally and is
          designated  either  orally  or in  writing  as  being  proprietary  or
          confidential. GEI's Confidential Information includes the Software and
          Documentation.

     1.2. "Customer  Existing  Equipment" means the Local Area Network (LAN) and
          central  processing units (CPUs),  including all terminals,  and other
          components  thereof,  situated at Customer  Premises and identified on
          Customer's purchase order or on Exhibit C.

     1.3. "Customer  Personnel"  means all persons  engaged from time to time as
          officers, employees, agents or independent contractors of Customer.

     1.4. "Customer  Premises"  means  Customer's  computer room facilities at a
          Site and identified in Exhibit C.

     1.5. "Defect" means any material error,  problem, or defect in the Licensed
          Programs which renders the Licensed Programs  inoperable or causes the
          Licensed Programs to fail to perform  substantially in accordance with
          the Specifications.

     1.6. "Designated  System"  means the  computer  system  located on Customer
          Premises  and  designed  by  Customer  on its  purchase  order  as the
          computer system executing the Oracle application or if not designated,
          the computer  system on which the Oracle  application  was  originally
          installed.

     1.7. "Documentation" means the Specifications,  drawings,  user manuals and
          other documents pertaining to the Software or Equipment.

     1.8. "Existing Equipment" means Customer's equipment purchased prior to the
          Effective Date and identified in Exhibit C.

     1.9. "Equipment"  means OEM Hardware,  GEI-Manufactured  Hardware and other
          hardware  components  supplied  by GEI  to  Customer  pursuant  to the
          Agreement.

    1.10. "GEI-Manufactured   Hardware"  means  GEI-manufactured   hardware  and
          devices  (from new  parts,  or new and used  parts,  and in some cases
          previously installed hardware and devices,  each of which is warranted
          by GEI as if new) (but excluding Software), if any, supplied under the
          Agreement by GEI to Customer.

    1.11. "Licensed  Programs"  means the object code  (i.e.,  machine-readable)
          form of the Software programs  developed and owned by GEI and supplied
          under  the  Agreement  by GEI to  Customer  for use in voice  mail and
          prepaid calling systems, but excludes Third Party Software.

    1.12. "OEM  Hardware"  means  the  third  party  manufactured  hardware  and
          devices  (from new  parts,  or new and used  parts,  and in some cases
          previously installed hardware and devices,  each of which is warranted




                                       15
<PAGE>


          by the  manufacturer  as if new)  (but  excluding  Software),  if any,
          supplied under the Agreement by GEI to Customer.

    1.13." Price  Book" means the then  current (as of the date of the  purchase
          order)  GEI-published  document that contains GEI's standard prices in
          effect for the country for which the  Software or  Equipment  is to be
          supplied.

    1.14. "Site" means each  Customer-controlled  location to which Equipment or
          Software is to be delivered or installed.

    1.15. "Software"  means the object code form of the  software  contained  in
          the Equipment and the object code form of software  otherwise supplied
          by GEI to Customer and shall include Licensed Programs and Third Party
          Software.

    1.16. "Software  License" means GEI's then current  software license for the
          applicable Software, a copy of which is set forth in Exhibit E.

    1.17. "Specifications" means the functional  specifications  relating to the
          design and performance of the applicable Software or Equipment.

    1.18. "Term"  shall have the meaning set forth in Section 11.1 of the GTC of
          the Agreement.

    1.19. "Third  Party   Software"  means  any  Software  other  than  Licensed
          Programs,  including  Software  contained  in OEM  Hardware,  software
          originally supplied by Oracle Corporation and Sun Microsystems.

    1.20. "Warranty"  means Glenayre's then current North American  Warranty,  a
          copy of which is set forth in Exhibit F.

2.   Terms defined in Incoterms  (1990) and used in the Agreement shall apply to
     the Agreement. The term "including" means including without limitation. All
     references  in the  Agreement  to  "dollars"  and "$"  mean  United  States
     dollars.  All  payments  under  the  Agreement  shall be in  United  States
     dollars.

















                                       16
<PAGE>




                                    Exhibit B

                                     Pricing






                                  SEE ATTACHED
                   (Pricing current as of the Effective Date)
























                                       17
<PAGE>


                                    Exhibit C

                Customer Existing Equipment and Customer Premises





                                 NOT APPLICABLE


























                                       18
<PAGE>

                                    Exhibit D

                              Payment Instructions

LETTER OF CREDIT  ("LC") INSTRUCTIONS

Bank:  Customer shall advise/confirm LC through:

Branch Banking and Trust Company
International Division
7025 Albert Pick Road, Suite 101
Greensboro, NC  27409
USA

S.W.I.F.T.:  BRBTUS33AGSO                            TELEX:  6843145  BBTHP UW

TELE:  336-605-1560   FAX:  336-605-5830

Beneficiary of LOC:

Glenayre Electronics, Inc.
5935 Carnegie Boulevard
Charlotte, NC  28209
USA
TELE:  704-553-0038                 FAX:  704-553-9338

Amount:  The  amount  must  match the full  amount  stated  in GEI's  applicable
Quotation and include all applicable taxes and duties. Excess drawings under the
LC for air freight,  inland  freight,  handling and  insurance  charges shall be
permitted.

Currency:  United States Dollars

Term:  Full  payment of draft  amount  payable at sight at the counter of one of
GEI's advising banks.

Partial Shipments:  Allowed

Type of LC:  Irrevocable, confirmed and non-transferrable.

Expiry  Date:  The LC must be valid for at least 45 days  past the last  payment
milestone.

Presentation:  GEI shall have at least 21 days after shipment in which to submit
the required documents.

Required  Documents  (Quantity):  Commercial  Invoices  (3);  Packing  List (3),
Trucking Waybill/Delivery Receipt (1).

Description of Goods:  Telecommunications equipment.

Charges: All charges,  including those for confirmation,  shall be to Customer's
account.

Shipment From:  USA and Canada

Shipping Terms:  EXW            Named Place:  GEI's Factory

Additional  Terms:  GEI will not  accept  an LC in which  Customer's  action  is
required  before  GEI  can be  paid.  The LC must be  payable  immediately  upon
presentation  of the required  documents to the bank. The exact terms of each LC
are subject to approval by GEI's credit department. Customer shall submit the LC
to GEI's credit  department no later than the time at which Customer submits the
applicable purchase order.



                                       19
<PAGE>

                                    Exhibit E

                                Software License

1.   RECITALS.  To enable the Customer to operate Software  supplied by Glenayre
     Electronics,  Inc.  ("GEI")  to the  Customer,  GEI  wishes to grant to the
     Customer  and the  Customer  wishes to  acquire  from GEI a  non-exclusive,
     non-transferable  right to use computer  software in object code form only,
     to practice inventions protected by issued patents or pending applications,
     and to use materials,  subject to the provisions of this License Agreement.
     The Software Licenses,  the Documentation  Licenses and the Patent Licenses
     granted by GEI under this License Agreement are referred to collectively as
     the "Licenses".

2.   SOFTWARE   LICENSES.   GEI  grants  to  the   Customer   a   non-exclusive,
     non-transferable  license or  sublicense  to use, in object code form only,
     the Software for the Customer's own internal data processing  computing and
     related  needs  (the  "Software  Licenses").   The  Software  Licenses  are
     effective upon  installation  of the Software  and/or the Equipment and are
     specifically  limited  to  the  Customer's  use  of  the  Software  in  the
     applicable piece of Customer Existing Equipment or Equipment located on the
     Customer's  Premises.  The Software Licenses do not include any rights with
     respect to the source code form of the Software.

3.   DOCUMENTATION  LICENSES.  GEI may  provide  the  Customer  with  materials,
     including  drawings,  diagrams,  specifications,   documentation,  training
     manuals and user  manuals,  for the use and  servicing of the Equipment and
     the  Software  (the  "Documentation").  GEI  licenses  or  sublicenses  the
     Customer the non-exclusive right to use the GEI-owned Documentation and any
     third party-owned  Documentation provided to Customer by GEI, provided that
     the  Documentation  are used in  conjunction  with the use and servicing of
     Equipment and Software (the  "Documentation  Licenses").  GEI and the third
     parties reserve all rights in their respective Documentation.

4.   NO TRANSFER OF SOFTWARE OR  DOCUMENTATION.  The Customer  shall not assign,
     transfer  or  sublicense  the  Software  or  the   Documentation,   whether
     separately  or as part of an equipment  sale,  without  GEI's prior written
     consent.

5.   ACKNOWLEDGMENT  OF PATENT RIGHTS.  The Customer  acknowledges  that various
     components of the Equipment and Software are the subject of one or more GEI
     patents or pending  patent  applications  or third party patents or pending
     patent applications under which GEI is licensed.

6.   LIMITED,  NON-EXCLUSIVE  LICENSE UNDER  PATENTS.  GEI grants the Customer a
     non-exclusive  right (the  "Patent  License")  to practice  the  inventions
     protected by GEI's patents or pending  patent  applications  or third party
     patents or pending  patent  applications  that are  embodied  in either the
     Equipment or Software.

7.   TERMINATION OF LICENSES. The Licenses shall terminate if: (a) the equipment
     containing  the  Software  or Software  is moved by the  Customer  from the
     Customer  Premises;  (b) the equipment  containing the Software is sold; or
     (c) the Software is no longer used in connection with the equipment.

8.   PROPRIETARY INFORMATION

     8.1. "Proprietary Information" means any scientific,  technical or business
          information relating to GEI's products or business that is valuable to
          GEI and not  generally  known to those outside GEI, or relating to the
          third party's products or business that is valuable to the third party
          and not generally known to those outside the third party.



                                       20
<PAGE>



     8.2. The Customer acknowledges that:

     (a)  the  Software  and all  materials  supplied  in  connection  with  the
          Software,  including flow charts,  object code and input data formats,
          contained  Proprietary  Information  that has been developed by GEI or
          third  parties at great  expense  and  considerable  effort of skilled
          professions,  and is  entrusted  by GEI to  the  Customer  under  this
          License Agreement for use only as specifically set out in this License
          Agreement;

     (b)  to carry out the terms and conditions of this License  Agreement,  GEI
          may have to disclose to the Customer certain Proprietary  Information;
          and

     (c)  GEI  and the  third  parties  claim  and  reserve  all  rights  in the
          Software,  and all materials  supplied or produced in connection  with
          the Software, as an unpublished copyrighted work.

     8.3. The Customer acknowledges the Proprietary  Information has substantial
          value and that any use or disclosure of Proprietary Information by the
          Customer or its  personnel in a manner not  authorized by this License
          Agreement  would  likely cause GEI and the third  parties  irreparable
          damage that could not be fully remedied by monetary  damages.  So, the
          Customer:

          (a)  shall maintain all Proprietary  Information in strict  confidence
               and shall neither use, copy or disclose,  nor permit any Customer
               personnel to use, copy or disclose,  the Proprietary  Information
               for any purpose not  specifically  authorized  under this License
               Agreement;

          (b)  shall  ensure  that  the  Software  and  all  copies  of  it  and
               Documentation,  when  not in use,  are  kept in a  secure  place,
               subject to restricted access only by those persons  authorized to
               use and maintain the Equipment and Software;

          (c)  shall  not  decode,  reverse  engineer,  reprint,  transcribe  or
               reproduce (other than a single archival copy of the Software), in
               whole or in part, the Software and  Documentation,  without GEI's
               prior written consent;

          (d)  shall not in any way modify or enhance the Software without GEI's
               prior written consent;

          (e)  shall not assign, timeshare or rent the Software; and

          (f)  grants to GEI the right to obtain  injunctive or other  equitable
               relief  from  a  court  of  competent   jurisdiction  to  prevent
               unauthorized or unlawful action.

     8.4. Except as more  specifically  limited by the terms applicable to Third
          Party Software, the Customer may make a reasonable number of copies of
          the object code version of the Software for backup purposes only.

     8.5. The Customer's  rights under this License  Agreement  shall  terminate
          upon  breach  of any of the  provisions  set  out in  Section  8.  The
          provisions of Paragraph 8.3 shall survive  termination of this License
          Agreement.  The  Customer  shall  promptly  return  all  copies of the
          Proprietary Information,  including the Software and all Documentation
          provided  for  the  Software,   if:  (a)  this  License  Agreement  is
          terminated  for  any  reason;  or (b)  the  Customer  ceases  control,
          possession  or use of  the  equipment  containing  the  Software,  the
          Software or the Documentation.



                                       21
<PAGE>


     8.6. To assist GEI in the protection of the  proprietary  rights of GEI and
          the third parties, the Customer shall permit representatives of GEI to
          enter the  Customer's  premises and inspect the Equipment and Software
          and audit the relevant records at any reasonable time.

9.   REVISED VERSIONS OF THE SOFTWARE.  The Customer agrees that if GEI provides
     revised versions of the Software,  the revised versions shall be covered by
     the provisions of this License Agreement.

10.  CERTAIN THIRD PARTY LICENSED PROGRAMS AND TERMS. The Customer  acknowledges
     that the items  supplied by GEI may be or contain  Software  owned by third
     parties ("Third Party  Software").  The Customer's  continuing right to use
     Third Party Software and associated  documentation  is conditioned upon the
     Customer's  agreement to abide by: (a) shrink  wrapped or other  agreements
     between the Third Party Software vendor and the Customer;  (b) specifically
     indicated  terms  and  conditions  in this  Agreement;  and (c)  terms  and
     conditions  that may  from  time to time be  supplied  by the  Third  Party
     Software vendors or GEI; provided,  however,  except as necessary to comply
     with  applicable  law,  no  subsequent  change in the terms and  conditions
     applicable to Third Party Software  shall affect the Customer's  license to
     use the Third Party Software  previously supplied to the Customer by GEI if
     the Third Party  Software is not thereafter  updated or otherwise  modified
     (including any new version or release level).

     10.1. Oracle Terms.

          (a)  Upon  GEI's  delivery  of the  Programs,  Customer  is  granted a
               nontransferable,  nonexclusive  license  to use the  Programs  in
               accordance with the terms set forth herein. "Programs" shall mean
               the Oracle computer software in object code form, the Oracle user
               guides  and  manuals  for  use of the  Oracle  software  and  any
               GEI-provided   updates   of  the  Oracle   software   and  Oracle
               documentation.  In no event shall  Customer have any title rights
               or other ownership interests in the Programs or any rights in the
               Programs  except those  explicitly set forth herein.  In no event
               shall  title to the  Programs  pass to the  Customer or any other
               person.

          (b)  Use of the Programs is restricted to object code,  solely for the
               purpose of executing for the Customer's own business  purposes of
               use of the OMC or OpenMEDIA  applications  only on the applicable
               system(s)   designated   by  Customer  on  the   purchase   order
               ("Designated  System(s)") and limited to the number of Ports upon
               which license fees were paid by Customer to GEI. The Programs may
               not be used to build or modify reports or applications.

          (c)  Customer is prohibited  (a) from  transferring  the Programs from
               the Designated  System(s),  except for temporary  transfer in the
               event of computer malfunction and (b) from assigning, timesharing
               or renting the Programs.

          (d)  Customer shall not reverse engineer, disassemble or decompile the
               Programs.  Customer shall not duplicate the Programs except for a
               single back-up or archival copy.

          (e)  Oracle shall have no liability for any damages,  whether  direct,
               indirect, incidental or consequential arising from Customer's use
               of the Programs, to the extent permitted by applicable law.




                                       22
<PAGE>



          (f)  Customer,  upon  termination of the sublicense,  shall destroy or
               return to GEI the  Programs  (and the back-up  copy) and Programs
               documentation  (and all copies of the Programs and documentation)
               within twenty (20) days of the termination of the sublicense.

          (g)  Customer  shall  not  publish  any  benchmark  tests  run  on the
               Programs or otherwise  disclose any evaluation of the Programs to
               any third party.

          (h)  Customer shall comply with relevant  export laws and  regulations
               of the United States to assure that neither the Programs, nor any
               direct product thereof, are exported,  directly or indirectly, in
               violation of United Stated law.

          (i)  With regard to any rights or  obligations  affecting the Programs
               or the Customer's use of the Programs, Oracle shall be considered
               a  third  party  beneficiary  of  Agreement  between  GEI and the
               Customer, to the extent permitted by law.

    10.2. If there is a  conflict  between  the  terms  and  conditions  of this
          Software  License  (excluding  this  Section  10)  and the  terms  and
          conditions  of or provided  pursuant to this Section 10, the terms and
          conditions  of or provided  pursuant to Section 10 shall  control with
          reference to Third Party Software.



















                                       23
<PAGE>


                                    Exhibit F

                                    Warranty

1.   Licensed Programs.

     1.1. Subject  to the  terms  and  conditions  of  this  Warranty,  Glenayre
          Electronics,  Inc.  ("GEI") warrants that, for the Warranty Period (as
          defined  hereinafter)  all GEI-owned  Software  ("Licensed  Programs")
          licensed to the Customer shall be free of Defects and conform to their
          Specifications in all material respects;  provided,  however, that GEI
          does  not  warrant  that  the  use of the  Licensed  Programs  will be
          uninterrupted or error-free. The Warranty Period for Licensed Programs
          shall be 90 days  from its  shipment  date or  installation  date,  if
          installed by GEI. This warranty is made solely to the Customer.

     1.2. The  Customer's  exclusive  remedy  and GEI's sole  liability  for the
          warranty set forth in Section 1.1 of this Warranty shall be for GEI to
          attempt  through  reasonable  efforts to correct the  Defect,  if such
          Defect is reported to GEI within the Warranty Period and the Customer,
          at GEI's request,  provides GEI with sufficient information (which may
          include  access to the  Licensed  Programs  by GEI) to  reproduce  the
          Defect. GEI shall have no liability with respect to any failure of the
          Licensed  Programs to perform as  warranted  under this Section 1.1 if
          such  failure  results from any changes or  modifications  made to the
          Licensed  Programs  by the  Customer  or any  third  party  or  from a
          combination  or use of the Licensed  Programs  with other  products or
          devices not supplied by GEI.

     1.3. In the event that GEI  cannot,  after  repeated  efforts,  remedy such
          failure,  GEI shall refund any all license  fees  received by GEI from
          the  Customer   hereunder  for  the  defective  Licensed  Program  and
          terminate the Licenses for the defective  Licensed  Program,  provided
          that the Customer has  returned all copies of the  defective  Licensed
          Programs and associated Documentation.

     1.4. The Customer  acknowledges that GEI does not represent or warrant that
          the  services   provided  by  GEI  under  this  Warranty  will  ensure
          uninterrupted or error-free  operation,  nor that all software program
          Defects will be corrected.

2.   GEI-Manufactured Hardware.

     2.1. Subject to the terms and  conditions  of this  Warranty,  GEI warrants
          that,  for  the  Warranty   Period  (as  defined   hereinafter),   the
          GEI-Manufactured Hardware shall conform to their Specifications in all
          material respects;  provided,  however, that GEI does not warrant that
          the use of the GEI-Manufactured  Hardware will ensure uninterrupted or
          error-free service. The Warranty Period shall be one (1) year from its
          shipment date or installation date, if installed by GEI. This warranty
          is made solely to the Customer.

     2.2. The Customer's  exclusive  remedy and GEI's sole  liability  under the
          warranty  set forth in  Section  2.1 shall  be, at GEI's  option,  the
          repair or replacement of the GEI-Manufactured Hardware. GEI shall have
          no  liability  with  respect to any  failure  of the  GEI-Manufactured
          Hardware  to  perform as  warranted  under  this  Section  2.1 if such
          failure  results  from  any  changes  or  modifications  made  to  the
          GEI-Manufactured Hardware by the Customer or any third party or from a
          combination  or  use  of  the  GEI-Manufactured  Hardware  with  other
          products or devices not supplied by GEI.

     2.3. In the event  that GEI  cannot,  after  repeated  efforts,  repair the
          defect,  GEI shall refund any the amounts paid by the Customer for the
          defective GEI-Manufactured Hardware.


                                       24
<PAGE>


3.   OEM  Hardware.  The OEM  Hardware  is  covered  by the  original  equipment
     manufacturer's  warranty.  To the extent permitted,  GEI shall pass through
     the  terms  of  any  warranty   received   from  the   original   equipment
     manufacturer.  GEI does not make, and hereby disclaims,  all warranties and
     representations regarding the OEM Hardware.

4.   Third  Party  Software.  The Third  Party  Software is covered by the third
     party's  licensors.  To the extent  permitted,  GEI shall pass  through the
     terms  of any  warranty  received  from the  licensor  of the  Third  Party
     Software.  GEI does not make,  and hereby  disclaims,  all  warranties  and
     representations regarding the Third Party Software.

5.   Development  Products.  GEI disclaims any and all  warranties for all items
     not yet released to GEI's general customer base, including, but not limited
     to, items which are still in development in its current (as of the shipment
     date) Price Book, or as otherwise  identified  as  unreleased  items to the
     Customer.

6.   Return under Warranty.

     6.1. If an item warranted by GEI herein shall fail to function as warranted
          in normal use within the applicable Warranty Period:

          (a)  The  Customer  shall  promptly  notify GEI of the problem and the
               serial number of the defective item;

          (b)  GEI shall,  at its option,  either  resolve the problem  over the
               telephone,  or provide the Customer  with a Return  Authorization
               ("RA")  Number and the address of a GEI  Service  Center to which
               the Customer may ship the defective item;

          (c)  if the problem is not resolved over the  telephone,  the Customer
               shall attach a label showing the RA Number to each returned item,
               and shall include a description of the fault. The Customer shall,
               at its cost,  properly  pack the item to be returned,  prepay the
               insurance  and  shipping  charges,  and  ship  the  item  to  the
               specified GEI Service Center;

          (d)  GEI shall  either  repair  or  replace  the  returned  item.  The
               replacement  item may be new or refurbished;  if refurbished,  it
               shall be  equivalent  in operation  to a new item.  If a returned
               item is replaced by GEI, the  Customer  agrees to return the item
               free and  clear of all liens or other  encumbrances  and that the
               returned item shall become GEI's property;

          (e)  GEI shall,  at its cost, ship the repaired item or replacement to
               the Customer. If the Customer has requested express shipping, the
               Customer shall pay GEI an expediting fee.

     6.2. Each item which is repaired  or  replaced  by GEI under this  Warranty
          shall be covered under all of the  provisions of this Warranty for the
          remainder of the  applicable  Warranty  Period or sixty (60) days from
          the date of repair or replacement, whichever is longer.

7.   Advance Replacements.

     7.1. If an item warranted by GEI herein shall fail to function as warranted
          in normal use within the applicable  Warranty  Period and the Customer
          has maintained a satisfactory credit standing with GEI, GEI may supply
          to the Customer,  upon Customer's request, an advance replacement part
          requested by the Customer.



                                       25
<PAGE>



     7.2. Subject to Paragraph 7.1, if stock is available at t GEI service stock
          location, GEI shall ship the advance replacement parts within 48 hours
          of the Customer's  request.  If stock is not available,  GEI will make
          every reasonable effort to locate and provide the advance  replacement
          parts to the Customer within ten (10) business days.

     7.3. The Customer shall return the defective item to GEI within twenty (20)
          days  from the date of  shipment  of the  advance  replacement  parts;
          failing  which,  GEI shall  invoice the  Customer for the full current
          list price of the advance replacement part, and the Customer shall pay
          the invoice within thirty (30) days.

8.   Telephone Technical Assistance.  During the applicable Warranty Period, GEI
     shall  provide  the  Customer  with   over-the-telephone   technical  fault
     analysis.

9.   Upgrades.

     9.1. During  the  applicable  Warranty  Period,  GEI  shall,  at no charge,
          provide the Customer with non-feature software updates to the Licensed
          Programs   and   non-feature   to  the   software   contained  in  the
          GEI-manufactured  equipment  (if such  equipment  is returned to GEI's
          facility for repair). Such software updates shall be to those revision
          level updates deemed  necessary by GEI.  Non-feature  software updates
          and  revision  level  updates  do  not  generally  include  additional
          equipment,  such as  hardware  memory,  which  enable the  upgrades to
          function in the existing  equipment of the Customer.  The Customer may
          purchase this additional equipment from GEI.

     9.2. Upgrades  to items  not  manufactured  or  developed  by GEI  shall be
          provided as part of the services only if the original  manufacturer or
          third party  licensor  provides such upgrades free of charge;  if not,
          the Customer may purchase these upgrades.

10. Default and Termination.

    10.1. GEI  may   immediately   terminate   this  Warranty  and  all  of  its
          performance under this Warranty, upon notification to the Customer, if
          the Customer:

          (a)  makes any unauthorized modifications;

          (b)  assigns or transfers the Customer's  rights or obligations  under
               this warranty without the prior written consent of GEI;

          (c)  becomes bankrupt or insolvent, or is put into receivership; or

          (d)  has not paid GEI all amounts for  services,  advance  replacement
               parts supplied under this Warranty,  or other additional  charges
               within thirty (30) days of receipt of written notice from GEI.

    10.2. If this  Warranty is  terminated  by GEI,  the  Customer  shall remain
          liable for all amounts due to GEI.

11. Force Majeure.  GEI shall  not be  responsible  for failure to discharge its
    obligations  under this  Warranty  due to events  beyond  GEI's  reasonable
    control.

12. Limitations  and Qualifications Of Warranty. This Warranty does not apply to
    any damage, defect or failure caused by or costs associated with:

    12.1. replacement  or provision of operating  supplies and materials such as
          magnetic tapes and optical disk media.



                                       26
<PAGE>



    12.2. repair of failure  caused by any changes made to the network or system
          configurations  including  changes to both  hardware and software that
          were not previously approved in writing by GEI or purchased from GEI.

    12.3. any  item  having  been  installed,   modified,   adapted,   repaired,
          maintained,  transported  or  relocated  by any person  other than GEI
          personnel,  a GEI authorized service agent or GEI approved  technician
          without GEI's prior written consent;

    12.4. failure to conform with the Equipment  Operating  Instructions  in the
          applicable GEI Documentation;

    12.5. external causes,  including  external  electrical stress or lightning,
          or use in conjunction with incompatible equipment or software,  unless
          such use was with GEI's prior written consent;

    12.6. repair of failures due to the  Customer's  alteration,  modifications,
          or unauthorized use.

    12.7. cosmetic damage;

    12.8. accidental damage, negligence,  neglect, mishandling, abuse or misuse,
          other than by GEI  personnel,  a GEI  authorized  service agent or GEI
          approved technician; or

    12.9. repair or failures  due to acts of God, or reasons  otherwise  outside
          GEI's control,  including,  but not limited to, repair or failures due
          to the  Public  Switched  Telephone  Network,  or any  cables,  wires,
          modems,  lines  or other  material  used in the  connectivity  and use
          thereof.

13. LIMITATION.

    13.1. THE  WARRANTY  STATED IN THIS  DOCUMENT  IS THE  CUSTOMER'S  EXCLUSIVE
          WARRANTY.  GLENAYRE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF ANY
          KIND,  EXPRESS OR IMPLIED,  INCLUDING ANY  WARRANTIES OF FITNESS FOR A
          PARTICULAR PURPOSE AND OF MERCHANTABILITY.

    13.2. GEI SHALL NOT BE LIABLE IN TORT,  INCLUDING LIABILITY IN NEGLIGENCE OR
          STRICT  LIABILITY,  AND SHALL HAVE NO  LIABILITY  AT ALL FOR INJURY TO
          PERSONS OR  PROPERTY.  GEI'S  LIABILITY  FOR  FAILURE  TO FULFILL  ITS
          OBLIGATIONS  UNDER THIS  WARRANTY OR ANY OTHER  LIABILITY  UNDER OR IN
          CONNECTION WITH ITEMS OR SERVICES  PROVIDED BY GEI SHALL BE LIMITED TO
          THE  AMOUNT  OF SUCH  ITEM OR  SERVICE.  THE  REMEDIES  STATED IN THIS
          WARRANTY ARE THE CUSTOMER'S EXCLUSIVE REMEDIES AGAINST GEI.

    13.3. EVEN IF GEI HAS BEEN  ADVISED OF THE  POSSIBILITY  OF THEM,  GEI SHALL
          NOT BE LIABLE FOR ANY INDIRECT,  INCIDENTAL,  SPECIAL OR CONSEQUENTIAL
          DAMAGES,  INCLUDING  LOST  PROFITS  AND  REVENUES,  FAILURE TO REALIZE
          EXPECTED  SAVINGS,  ANY CLAIM AGAINST A CUSTOMER BY A THIRD PARTY,  OR
          ANY OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND.





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<PAGE>


                                    Exhibit G

                     UNIFIED MESSAGING PRODUCT REQUIREMENTS

Below  is a  listing  of the  features  required  and  must be set  forth in the
Glenayre Unified Messaging Product Roadmap.  If these features are not available
today, GEI must agree to develop these within a reasonable length of time.

1) System should store Voice,  Fax and Email  Messages in one "Virtual"  mailbox
such that the subscriber of the service is only required to access one client to
receive all message types Voice, Fax, and email.  While the client may have some
limitations  in that not all of the message may be  accessible  from the client,
the message must still be handled,  e.g.,  subscriber  may not be able to hear a
power point presentation  utilizing TTS, but could still forward,  delete, save,
etc., the message.

2)  Subscribers  may access  the  mailbox  through a  telephone  or through  the
Internet  utilizing either a telephony client or a Internet client such as HTML,
JAVA, Outlook,  etc. When accessing a message utilizing a client, any changes to
the  message  status  should  also be stored  and made  available  when the same
messages is access by another type of client at a later time.

3) The MVP will go out through the Internet and query  multiple  email  accounts
looking  for  messages  either  (a)  periodically,  (b) when  instructed  by the
subscriber or (c) when subscriber logs on.

4) System must have a "filter"  (Black List,  White List) that  allows/disallows
certain sender's messages in the Unified Mailbox.

5) Subscribers  accessing  through the Internet  should be able to use a browser
that looks and feels like Microsoft Outlook(R) or some similar GUI.

6) When accessing through the Internet, subscribers should be able to play voice
mail, view faxes and emails.

7) When  accessing  through the  telephone,  subscribers  should be able to hear
email headers  through a text/speech  translator and then, if desired,  hear the
whole email message through the same translator.

8) A fourth  pager  notification  digit  should  be added  to the  MVP(R)  pager
notification  protocol for emails,  along side voice and fax messages.  This may
need to be a little creative,  since I suspect people will not want to know when
they receive  every email - perhaps it should just count emails when it notifies
voice or fax messages and simply give the number of new emails  currently in the
mailbox ?


         Microsoft  and Outlook  are  trademarks  or  registered  trademarks  of
         Microsoft  Corporation.

         MVP is a registered trademark of Glenayre Electronics, Inc.








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