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                                                                   EXHIBIT 10.32

                    CONSULTING, NO CONFLICT AND NONDISCLOSURE
                                    AGREEMENT

                  This Consulting, No Conflict and Nondisclosure Agreement (this
"Agreement") is entered into effective as of May 16, 1996, by and between
Metrocall, Inc., a Delaware corporation (the "Company"), and ELLIOTT H. SINGER
("Singer"). The parties intend this Agreement to be an amendment and restatement
of the provisions of the "Nondisclosure/No Conflict Agreement" executed by the
Company and Singer on May 16, 1996, and that the provisions of such document are
superseded hereby.

                              STATEMENT OF PURPOSE

                  Singer has been Chairman of the Board of Directors of A+
Communications, Inc., now A+ Network, Inc. ("A+ Network") since 1985, and served
as its Chief Executive Officer from 1995 to January 15, 1996. His most recent
service has been pursuant to an employment agreement dated as of and effective
as of November 1, 1995 between Singer and A+ Network (the "Employment
Agreement"). Singer will terminate the Employment Agreement and his employment
with A+ Network as of the Effective Time ("Effective Time") of the Agreement and
Plan of Merger of even date herewith ("Merger Agreement") by and between A+
Network and the Company. This Agreement is an important aspect of the
transactions contemplated in the Merger Agreement, and the Company would not
have entered into the Merger Agreement absent Singer's agreeing to be bound by
the covenants contained in this Agreement.

                  Singer has substantial financial resources, experience in the
industry of A+ Network and the Company, and the ability to operate a business or
businesses that could compete with the Company. The Company would suffer
damages, including the loss of profits, if Singer engaged in a competing
business, so Singer will agree not to compete with the Company (which will be
the successor, through merger, of A+ Network) for the term described herein.
Moreover, in view of Singer's significant experience in the industry and
knowledge, the Company desires to maintain an ongoing relationship with Singer
and to retain him as an advisor to the Company with respect to the matters
identified herein.

                                    AGREEMENT

                  NOW THEREFORE, in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Company and Singer hereby agree
as follows:

1.                ACKNOWLEDGMENTS. Singer acknowledges that A+ Network's and the
                  Company's business and services are highly specialized, that
                  the identity and particular needs of their customers and
                  suppliers are not generally known, and that the documents and
                  information regarding their customers, suppliers, services,
                  methods of operation, sales, pricing, and costs are highly
                  confidential and constitute trade secrets. Singer further
                  acknowledges that the services he has rendered to A+ Network
                  have been of a special and unusual character that have a
                  unique value to A+ Network and the Company, and that Singer
                  has had access to trade secrets and confidential information
                  belonging to A+ Network and the Company, the loss of


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                  which cannot adequately be compensated by damages in an action
                  at law. The Company acknowledges that Singer's knowledge and
                  experience in such businesses are unique and valuable to the
                  ongoing strategic operations of the Company.

2.                DATE AND NATURE OF TERMINATION. Singer's employment with A+
                  Network and its subsidiaries is hereby terminated as of
                  Effective Time (the "Termination Date"), and Singer hereby
                  tenders his resignation from any positions he now has with A+
                  Network, including as an officer, director, or member of any
                  advisory boards or committees all such resignations to be
                  effective as of the Termination Date. Singer acknowledges and
                  agrees that his termination of employment with A+ Network
                  shall be treated as a "voluntary resignation" as described in
                  paragraph 4(b) of the Employment Agreement and with the effect
                  set forth in the Employment Agreement as of November 1, 1995.
                  As provided in paragraph 6 hereof, Singer and the Company
                  acknowledge that Singer shall continue as an independent
                  advisor in a nonemployee relationship with the Company
                  following such termination of employment.

3.                ACCRUED BONUSES. Singer acknowledges that he is not entitled
                  to any accrued but unpaid bonuses as of the date hereof.

4.                PAYMENT FOR CONSULTING, NONCOMPETITION AND NONDISCLOSURE.
                  Subject to Singer's full compliance with the terms of this
                  Agreement including the conditions set forth below, the
                  Company shall pay to Singer payments at a rate equal to
                  $325,000 per year from the Termination Date until the third
                  anniversary of the Termination Date, payable no less
                  frequently than biweekly. All amounts paid under this
                  paragraph 4 shall be subject to and reduced by applicable
                  federal and state withholding taxes, if any.

5.                BENEFIT PLANS AND FRINGE BENEFITS. Between the Termination
                  Date and the third anniversary of the Termination Date, Singer
                  shall be entitled to participate in the life, medical, and
                  disability benefits programs of the Company to the extent (i)
                  (I) the Company can arrange such participation at a cost to
                  the Company comparable to that applicable to covering a
                  current employee and (II) the Company can obtain the agreement
                  of its third-party insurers and stop-loss carriers and (ii)
                  such participation is not prohibited by law or such as to call
                  into question the otherwise applicable tax treatment for plans
                  covering employees. Except as provided in the foregoing
                  sentence, as of the Termination Date, Singer shall not have
                  the right to participate in or receive any benefit under any
                  employee benefit plan of A+ Network, the Company, or any of
                  their affiliates, any fringe benefit plan of the Company or A+
                  Network, or any other plan, policy, or arrangement of the
                  Company or A+ Network providing benefits or perquisites to
                  employees of the Company or A+ Network generally or
                  individually. Singer acknowledges and agrees that any medical
                  coverage provided hereunder shall be in lieu of and not in
                  addition to any coverage required by Section 4980B of the
                  Internal Revenue Code ("COBRA") (with respect to which the
                  Company will provide Singer with a separate notice as required
                  by COBRA). Notwithstanding the foregoing, Singer



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                  may elect the payment of benefits to which he is entitled
                  under any 401(k) plan of A+ Network as provided under the
                  terms of any such plan. The provision by the Company of
                  benefits (other than the 401(k) payments) described in this
                  paragraph are conditional upon Singer's compliance with all
                  conditions to receipt of payments specified in paragraph 4
                  above.

6.                CONSULTING SERVICES. Between the Termination Date and the
                  third anniversary of the Termination Date, the Company shall
                  retain Singer and Singer shall make himself available to
                  directly consult with and advise the Company and its officers
                  and directors, as reasonably requested from time-to-time by
                  the President or Board of Directors of the Company, to provide
                  advice with regard to financial, business, business expansion,
                  and industry matters that concern the Company's one-way or
                  two-way paging operations, and with regard to the transition
                  of the ownership of A+ Network to the Company. Such services
                  will be performed pursuant to reasonable arrangements therefor
                  (including, e.g., reimbursement of out-of-pocket expenses)
                  that are mutually agreed to by the parties; provided, however,
                  that Singer shall not be required to perform duties at
                  specific times to the extent that such performance would
                  materially interfere with any other professional or business
                  activities in which Singer may be engaged. The parties intend
                  that Singer shall be a former employee of A+ Network,
                  predecessor to the Company, and an independent contractor to
                  the Company, and agree to construe Singer's obligations under
                  this paragraph 6 in accordance with this intention.

7.                LITIGATION ASSISTANCE. In addition to the services to be
                  provided pursuant to paragraph 6, Singer agrees to cooperate
                  with and provide assistance to the Company and its legal
                  counsel in connection with any litigation (including
                  arbitration or administrative hearings) or investigation
                  affecting A+ Network, its predecessors, the Company, or their
                  affiliates in which -- in the reasonable judgment of the
                  Company's counsel -- Singer's assistance or cooperation is
                  needed. Singer shall, when the Company requests, provide
                  testimony or other assistance and shall travel at the
                  Company's request in order to fulfill this obligation. In
                  connection with such litigation or investigation, the Company
                  shall attempt to accommodate Singer's schedule, shall provide
                  him with reasonable notice in advance of the times in which
                  his cooperation or assistance is needed, and shall reimburse
                  Singer for any reasonable expenses incurred in connection with
                  such matters.

8.                NONCOMPETITION. From the Termination Date until Singer ceases
                  to be a member of the Board of Directors of the Company (the
                  "Board"), Singer will not:

                  (a)      serve as or be a consultant to or employee, officer,
                           agent, director, or owner of more than three percent
                           of another corporation, partnership, or other entity
                           that competes with the one-way or two-way paging
                           operations of the Company; or

                  (b)      solicit for employment or endeavor in any way to
                           entice away from employment with the Company or its
                           affiliates any employee of the



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                           Company or its affiliates who is an officer or a
                           manager of any department.

                  The Company's obligations under paragraphs 4 and 5 are
                  expressly conditioned upon Singer's strict compliance with the
                  provisions of this paragraph 8.

9.                DISCLOSURE OF CONFIDENTIAL INFORMATION. Except as may be
                  required by the lawful order of a court or agency of competent
                  jurisdiction, Singer agrees to keep secret and confidential
                  indefinitely all non-public information concerning A+ Network,
                  the Company, or their affiliates that was acquired by or
                  disclosed to Singer during the course of his employment by A+
                  Network or any of its affiliates or predecessors, or during
                  the term of his consulting relationship (described in
                  paragraph 6) or his other dealings with the Company and its
                  affiliates, including information relating to customers
                  (including, without limitation, credit history, repayment
                  history, financial information, and financial statements),
                  costs and operations, financial data and plans, whether past,
                  current or planned and not to disclose the same, either
                  directly or indirectly, to any other person, firm or business
                  entity, or to use it in any way; provided, however, that the
                  provisions of this paragraph 9 shall not apply to information
                  that is in the public domain or that was disclosed to Singer
                  by independent third parties who were not bound by an
                  obligation of confidentiality; and provided, further, that the
                  Company recognizes that Singer has, during the course of his
                  employment with A+ Network, acquired certain general
                  information regarding the financial condition and borrowing
                  trends of A+ Network's customers and agrees that the
                  provisions of this paragraph 9 shall not apply to the use of
                  such general information provided the use thereof does not
                  violate applicable federal or state laws or the provisions of
                  paragraph 8 hereof. Singer further agrees that he will not
                  make any statement or disclosure that would be prohibited by
                  applicable federal or state laws and, for twelve months from
                  the Termination Date, he will not make any statement or
                  disclosure or express any opinion or interpretation regarding
                  A+ Network or the Company or their financial condition or
                  operations that is intended or reasonably likely to be
                  detrimental to the Company or any of its subsidiaries or
                  affiliates.

                  Singer acknowledges that a violation of this covenant is a
                  material breach of this Agreement.

10.               REMEDIES. Singer hereby acknowledges that the remedies at law
                  for any breach of the covenants and obligations contained in
                  this Agreement will be inadequate and that, in the event of a
                  breach or a threatened breach of any of the provisions of this
                  Agreement, the Company shall be entitled to preliminary
                  restraining orders, injunctions, or such equitable remedies as
                  may be appropriate, in addition to all other remedies
                  available to the Company. In addition, Singer agrees that a
                  breach by him of any of the covenants and agreements contained
                  herein shall be deemed a breach of all such covenants and
                  agreements and shall entitle the Company, among other things,
                  to cease payments under paragraph 4 hereof and take such steps
                  as may be necessary to recover payments previously made to
                  Singer under



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                  paragraph 4 hereof (but may not recover payments of reasonable
                  compensation for consulting services described in paragraph
                  6).

                  Should a court of competent jurisdiction determine that the
                  character, duration, or geographical scope of any provision of
                  this Agreement is unreasonable in light of the circumstances
                  as they then exist, then the Company and Singer intend and
                  agree that the court shall construe this Agreement in such a
                  manner as to impose only those restrictions on the conduct of
                  Singer that are reasonable in light of the circumstances as
                  they then exist and as are necessary to assure the Company of
                  the intended benefit of this Agreement. If, in any judicial
                  proceeding, a court shall refuse to enforce all of the
                  separate covenants deemed included herein because, taken
                  together, they are more extensive than necessary to assure the
                  Company of the intended benefit of this Agreement, then it is
                  expressly understood and agreed by the Company and Employee
                  that those covenants that, if eliminated, would permit the
                  remaining separate covenants to be enforced in such
                  proceeding, shall, for the purpose of such proceeding, be
                  deemed eliminated from the provision hereof.

11.               GOVERNING LAW. This Agreement shall be construed in accordance
                  with and governed by the internal laws of Delaware, without
                  giving effect to any conflicts of law provisions.

12.               BINDING EFFECT. This Agreement shall bind and inure to the
                  benefit of A+ Network, the Company, its successors and
                  assigns, and Singer and his heirs and legal representatives.
                  Singer may not assign this Agreement and the rights hereunder.

13.               VOLUNTARY AGREEMENT; REASONABLENESS. Singer hereby represents
                  that he has carefully read and completely understands the
                  provisions of this Agreement and that he has entered into this
                  Agreement voluntarily. Singer has carefully considered the
                  provisions hereof and consulted with counsel of his own
                  choosing, and, having done so, agrees that the restrictions
                  set forth in paragraphs 8 and 9 hereof (including, but not
                  limited to, the time periods of restriction in each such
                  paragraph and the geographical area of restriction set forth
                  in Paragraph 8 hereof) are fair and reasonable and are
                  reasonably required for the protection of the interests of the
                  Company.

14.               SEPARATE COVENANTS. This Agreement shall be deemed to consist
                  of a series of separate covenants.

15.               ADMISSIONS. Singer acknowledges that the Company's payment of
                  the consideration described herein is made in good faith and
                  shall never for any purpose be considered an admission of
                  liability on the part of the Company, by whom liability is
                  expressly denied, and no past or present wrongdoing on the
                  part of the Company shall be implied by such payment.



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16.               ENTIRE AGREEMENT. This Agreement contains the entire agreement
                  between the Company and Singer and supersedes all prior
                  agreements relating to the subject matter hereof (including
                  the Employment Agreement), and may be changed only by a
                  writing signed by the parties hereto. Any and all prior
                  representations, statements, and discussions regarding the
                  subject matter of this Agreement have been merged into and/or
                  replaced by the terms of this Agreement.

17.               NO MODIFICATION. Neither this Agreement nor any of the right
                  or obligations of the parties hereunder may be assigned,
                  modified, altered or amended in any way except by agreement in
                  writing duly executed by the parties hereto and no other
                  person shall have or be construed to have any legal or
                  equitable right, remedy or claim under, in respect of, or by
                  virtue of this Agreement or any provision herein contained.

18.               CONDITIONAL EFFECTIVENESS. The obligations of the parties
                  under this Agreement are contingent on and subject to the
                  Closing identified in the Merger Agreement, and neither party
                  shall be bound hereby unless and until the Closing described
                  in the Merger Agreement occurs.


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                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, or caused this Agreement to be duly executed by their authorized
representatives, under seal and with the intent that this Agreement shall
constitute a sealed instrument, as of the day and year first above written.


                                          METROCALL, INC.



Date:                                     By:      /s/ VINCENT D. KELLY
      ---------------------                    --------------------------------
                                                   Vincent D. Kelly
                                                   Chief Financial Officer


Date:                                     By:      /s/ ELLIOTT H. SINGER
      ---------------------                    --------------------------------
                                                   Elliott H. Singer


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