<PAGE>

                               RESELLER AGREEMENT

AGREEMENT, dated as of this 10th day of February, 1997, by and between
Metrocall, Inc., a Delaware Corporation (hereinafter referred to as "Metrocall")
with its principal business at 6677 Richmond Highway, Alexandria, VA 22306, and
Bell Atlantic Paging. Inc., a Delaware Corporation (hereinafter referred to as
"BAPCO") with its principal business at 1719A Route 10, Suite 300, Parsippany,
NJ 07054.

                                   WITNESSETH

         WHEREAS, Metrocall provides paging, voice mail, pagers, paging
equipment, and related communication services (collectively the "Metrocall
Services"); and

         WHEREAS, BAPCO wishes to obtain from Metrocall the non-exclusive right
to resell to subscribers ("BAPCO's Subscribers") the Metrocall Services on the
terms and conditions set forth in this Reseller Agreement.

 1.      LICENSE

         A.   Metrocall grants to BAPCO a non-exclusive license to resell
         Metrocall Services to subscribers in accordance with the rules and
         regulations of the Federal Communications Commission. Except as
         referenced in Section 4C, if the rules and regulations of the FCC
         change, and such changes materially alter the duties of either party
         under this Agreement, such party may terminate this Agreement, transfer
         or move subscribers to another carrier or network.

         B.   BAPCO is hereby authorized by Metrocall to distribute Metrocall
         services to agents, subagents or resellers for Metrocall Services
         licensed to BAPCO under this Agreement provided that:

              (i)      BAPCO is responsible for the observance by its
                       sublicensees of each term and condition of this
                       Agreement.

              (ii)     BAPCO is liable for any payments due to Metrocall under
                       this Agreement related to the actions of BAPCO's
                       agents, subagents, or resellers.

         C.   Metrocall reserves the right to promote, solicit, lease, sell or
         otherwise market Metrocall Services and products directly and
         indirectly to subscribers wherever such subscribers are located.
         Metrocall may not knowingly solicit BAPCO's Subscribers.

         D.   Metrocall shall work in good faith with BAPCO to address changes
         in market conditions as they occur. Metrocall further agrees that it
         will provide to BAPCO all services that it offers to other Resellers or
         to its own subscribers, unless Metrocall is prohibited from offering
         certain services to resellers by the terms of any agreement with a
         vendor providing Metrocall with services. Notwithstanding the foregoing
         prohibition, if Metrocall permits any other reseller to obtain such
         service, then BAPCO shall have the right to similarly obtain such
         service, at a mutually agreed upon and negotiated rate.

<PAGE>

         E.   Paging Service Warranty. Metrocall hereby warrants and represents
         that, at all times, the Metrocall Service, (a) shall comply with the
         specifications set forth in Exhibit C, attached hereto and incorporated
         herein by reference, (b) shall be consistent with industry standards
         applicable to services substantially similar to the Metrocall Services,
         (c) shall be fit for use in the manner intended, (d) shall not, and
         does not, infringe any trademark, trade secret, patent, copyright or
         other intellectual property right of any party; and (e) shall be
         compatible for use with the Equipment. Metrocall further warrants and
         represents that it is duly authorized to offer the Metrocall Services
         in the Territory, and that it is in compliance with all laws,
         regulations, and orders applicable to, and has filed and obtained all
         necessary permits and governmental approvals for the provision and
         resale of, the Metrocall Services. BAPCO hereby acknowledges that
         service interruptions in the provision of Metrocall Services may occur
         due to circumstances beyond Metrocall's control, or because of required
         repair or maintenance activities. Accordingly, in the absence of
         negligence or willful misconduct on the part of Metrocall or any of its
         employees, representatives or subcontractors, Metrocall's sole
         liability for a loss of, or an error or distortion in, a message
         resulting solely from the interruption of the Metrocall Service shall
         be a prorated credit for the charges applicable to the Metrocall
         Service for the duration of said interruption, provided such
         interruption lasts for a period of two (2) hours or longer, if such
         interruptions materially impact BAPCO's Subscribers. BAPCO shall notify
         Metrocall within forty five (45) days after the interruption of any
         such requests for credit. BAPCO's agreements with Subscribers covering
         the provision of Metrocall Services shall contain language reflecting
         the limitation of liability set forth in the preceding sentence, which
         limitation of liability shall apply not only to BAPCO but also to the
         supplier of the Metrocall Services.

         F.   Metrocall Service Problems. BAPCO hereby agrees to report to
         Metrocall any material problems with respect to the Metrocall Services
         or the Equipment that it becomes aware of. Metrocall hereby agrees to
         address and resolve promptly any material complaints or concerns raised
         by BAPCO or BAPCO's Subscribers with respect to the Metrocall Services
         or the Equipment.

         G.

              (i)   Notwithstanding anything contained herein or in the
                    Agreement to the contrary, should changes in Metrocall's
                    rates, changes in the paging system reliability, or market
                    conditions change such that BAPCO, in its reasonable
                    discretion, becomes commercially uncompetitive, BAPCO will,
                    in good faith, immediately attempt to negotiate a solution
                    with Metrocall. If, within ten (10) days thereafter, BAPCO
                    and Metrocall are unable to reach a mutually acceptable
                    solution, BAPCO may, in its sole discretion, terminate this
                    Agreement upon ninety (90) days written notice.

              (ii)  Notwithstanding anything contained herein or in the
                    Agreement to the contrary, should market conditions change
                    or should problems arise with the quality or reliability of
                    Metrocall Services such that BAPCO, in its discretion,
                    becomes commercially uncompetitive with respect to the
                    services contained in this Agreement, BAPCO shall have the
                    right to sell BAPCO Subscribers, paging equipment related to
                    them, and associated

<PAGE>

                    accounts and receivables (the "Subscriber Assets") to any
                    person, partnership, firm or corporation who agrees to be
                    bound by all terms and conditions of the Agreement.
                    Metrocall shall have the right of first refusal to match any
                    such offer. In the event that BAPCO determines in good faith
                    that the bona fide offer was undervalued as a result of the
                    existence of Metrocall's right of first refusal, then
                    Metrocall shall purchase the Subscriber Assets at fair
                    market value pursuant to Section 1.G.(iii).

              (iii) With respect to the foregoing paragraph, in the event BAPCO
                    is unable to sell the Subscriber Assets to any person,
                    partnership, firm, or corporation, Metrocall agrees to
                    purchase Subscriber Assets under mutually acceptable terms
                    and conditions, for the fair market value as determined by
                    a mutually acceptable "Big Six" accounting firm.

              (iv)  Except as provided for in Section 1.G.(ii), there shall
                    be no restriction on the ability of BAPCO to sell its
                    Subscriber Assets, paging equipment, and subscriber lists at
                    anytime, in its sole discretion.

2.       TERM

         A.   The initial term of this Agreement shall be for three (3) years
         from the date first above written and may be renewed for additional 1
         year terms, upon BAPCO's notice to Metrocall at least ninety (90) days
         prior to the expiration of the then current term of its intention to
         renew this Agreement; provided that this Agreement may be terminated in
         accordance with Section 8.

         B.   In the event BAPCO does not notify Metrocall of its intention to
         renew this Agreement per Section 2.A. above, then, during the initial
         sixty (60) days of the ninety (90) days notice period set forth in
         Section 2.A. above, BAPCO may sell, transfer or assign its Subscriber
         Assets, subject to Section 1.G.(ii). In the event BAPCO is unable to
         sell or transfer its Subscriber Assets, Metrocall shall, during the
         thirty (30) day period immediately following the expiration of such
         sixty (60) day period, purchase the Subscriber Assets, subject to
         Section 1.G.(iii).

3.       OBLIGATIONS OF METROCALL

         A.   Other than as otherwise provided herein, Metrocall agrees to
         provide BAPCO with access to all Metrocall services, except as limited
         under Section 1.D of this Agreement, and will use its best efforts to
         provide continuous service.

         B.   Metrocall will provide a monthly statement identifying the number
         of units billed at the rates provided in Exhibit A.

         C.   Metrocall will reasonably assign and coordinate cap codes for the
         pagers connected to Metrocall Services.

         D.   Metrocall will provide BAPCO with documentation and such other
         materials as appropriate in Metrocall's reasonable judgment to use the
         Metrocall system.

<PAGE>

         E.   Metrocall will provide BAPCO with at least sixty (60) days written
         notice prior to initiating any changes in its network or facilities
         which may impact BAPCO of BAPCO's Subscribers. BAPCO shall have the
         right to terminate this Agreement if any such changes materially impact
         BAPCO obligations or benefits under this Agreement.

         F.   Metrocall will maintain the licenses to provide the Metrocall
         Services hereunder, provided however that if Metrocall is not able to
         or decides not to continue to provide services to a region or market
         previously serviced under this Agreement, Metrocall shall reimburse
         BAPCO for all direct out-of-pocket costs incurred in relocating its
         Subscribers to new or alternative service providers.

         G.   Metrocall agrees to provide BAPCO direct access to its billing
         system to facilitate the service activation and account maintenance
         processes. Both Metrocall and BAPCO agree to bear their respective
         system costs for this arrangement. Metrocall and BAPCO shall each
         furnish and pay for all equipment and software to enable secure and
         redundant telecom facilities for this arrangement, at their respective
         locations.

         H.   Metrocall will ensure that its paging network and billing system
         access meet or exceed the Performance Standards set forth in Exhibit C,
         except for service interruptions caused by network providers that are
         beyond Metrocall's reasonable control, subject to Metrocall's
         continuing responsibility for any credits owing to BAPCO, pursuant to
         Section 1.E.

         I.   Metrocall agrees to make available to BAPCO, pagers and paging
         equipment, as supplies and inventories permit, at price levels no
         greater than its cost from their equipment suppliers or manufacturers,
         subject also to the provisions of Section 10. In addition, BAPCO may at
         its sole cost and expense obtain pagers and paging equipment for sale
         or rent to BAPCO's Subscribers from other sources, provided such
         equipment is fully compatible with Metrocall's system requirements.

4.       BAPCO RESPONSIBILITIES

         A.   There shall be no obligation for BAPCO to promote Metrocall
         services above or instead of any other paging services offered by
         BAPCO. It is understood that BAPCO is non-exclusive and may sell other
         paging services in addition to or instead of Metrocall services.

         B.   BAPCO will reasonably represent and promote Metrocall services.

         C.

              (i)   Reseller agrees that all paging equipment placed in
                    service under this Agreement will be in the format set forth
                    by Metrocall, on Exhibit D hereto, which Exhibit may be
                    reasonably modified from time to time by Metrocall.
                    Provided, however, if such modification results in an
                    additional cost to Reseller due to paging equipment already
                    approved by Metrocall and purchased (e.g. costs to
                    purchase/exchange pagers, mailing, administration, stranded
                    inventory, and other out-of-pocket

<PAGE>

                    expenses), Metrocall shall fully reimburse Reseller for such
                    costs and expenses.

              (ii)  Metrocall agrees that, for any such changes or
                    modifications to equipment specifications, it will provide
                    BAPCO with reasonable advanced notice. If Metrocall changes
                    paging protocols or formats, such notification shall be
                    given no less than six (6) months in advance. Metrocall and
                    BAPCO will negotiate in good faith to determine a reasonable
                    equipment conversion or modification schedule.

         D.   BAPCO will assign cap codes to its Subscribers only from the group
         of cap codes assigned to BAPCO by Metrocall.

         E.   BAPCO will be solely responsible for all sales, pager equipment,
         service and customer support to BAPCO Subscribers.

         F.   BAPCO shall be solely responsible for all billings to and
         collections from BAPCO Subscribers.

         G.   BAPCO has the right to sell, convert, transfer, or otherwise
         assign BAPCO Subscribers to any other paging system.

5.       COMPENSATION

         A.   BAPCO shall pay to Metrocall the charges and fees for services and
         equipment set forth in Exhibit A.

         B.   BAPCO shall be responsible for any fee or surcharge on sale of
         services to customer made pursuant to this Agreement other than on the
         gross income of Metrocall.

6.       BILLING

         A.   Metrocall shall provide to BAPCO an invoice for all sums due
         pursuant to this Agreement, and BAPCO agrees to pay all such valid
         invoices to Metrocall not later than forty-five (45) days after receipt
         of such invoices. Any disputed amounts, if they cannot be mutually
         resolved between the parties after good faith negotiation, shall be
         resolved by arbitration pursuant to the provisions of Section 15. In
         the event of a billing dispute, BAPCO agrees to pay any invoiced
         amounts not in dispute.

         B.   Except as otherwise provided in Section 12 of this agreement,
         BAPCO shall be entitled, upon its written request, to a credit for
         interruptions in service which last in excess of two (2) consecutive
         hours for transmitter outages, or for any system outages, if such
         interruptions materially impact BAPCO's Subscribers. Such credit
         amounts shall be determined on a prorated basis, and applied as a
         reduction in future invoice(s). Such credits will be applicable only
         to the affected customers activated on the system(s) or in the coverage
         area(s) affected by the outage(s). BAPCO shall notify Metrocall within
         forty five (45) days after the interruption of any such requests for
         credit.

<PAGE>

         Notwithstanding the foregoing, in the event that there are more than
         two (2) system outages of two (2) hours or more within any twelve (12)
         month period, BAPCO shall have the right to terminate this Agreement
         upon thirty (30) days notice.

7.       ADVERTISING, PROMOTION and PUBLICITY

         Each party's logos, trademarks and service marks are and shall be the
sole and exclusive property of that party. The other party shall not use such
marks or name except with the prior written consent of the owner party and such
party shall immediately discontinue any such authorized use upon termination of
this Agreement or written notice from the owner party. Neither party shall issue
or otherwise permit to be published any press releases or public statements
regarding this Agreement without the other party's prior written consent.

8.       DEFAULT

         A.   Default shall comprise of any of the following:

              (i)   Failure to make any payment upon non-disputed charges when
                    due.

              (ii)  Insolvency, assignment for the benefit of creditors,
                    appointment or sufferance of appointment of a trustee, a
                    receiver or similar officer, or commencement of a proceeding
                    seeking reorganization, rehabilitation, liquidation or
                    similar relief under the bankruptcy, insolvency or similar
                    debtor-relief statutes; if such proceeding cannot be
                    dismissed within ninety (90) days; or

              (iii) Material failure to observe or perform any of the covenants
                    contained in this Agreement or in any other agreement or
                    document executed pursuant hereto.

              (iv)  Any action by Metrocall relating to pricing, services,
                    bundling, or product which renders BAPCO uncompetitive in
                    the marketplace, except where limited under Section 1.D. of
                    this Agreement.

         B.   In the event either party shall be in default of its obligations
         under this Agreement, the party not in default shall have the right to
         terminate this Agreement if the defaulting party fails to cure such
         default within thirty (30) days of receiving written notice thereof.

9.       ASSIGNMENT

         It is expressly agreed that any assignment of monies shall be void to
the extent that it attempts to impose upon BAPCO obligations to the assignee
additional to the payment of such monies or to preclude BAPCO from dealing
solely and directly with Metrocall in all matters pertaining hereto, including
the negotiation of amendments or settlements of amounts due.

<PAGE>

It is agreed that either party, upon written notice to the other, may assign
this Agreement, in whole or in part, or any of the rights, duties and
obligations under this Agreement to its parent, an affiliate or affiliates or to
a partnership or partnerships in which the assignor or an affiliate has an
interest or to any entity which acquires all or substantially all of the
assignor's assets by reason of a merger, acquisition or other business
reorganization.

10.     BEST PRICE

         Metrocall represents and warrants that the fees paid by BAPCO do not
and shall not exceed those offered to any other reseller or customer for like
Services. If Metrocall offers Services to any other customer for lower fees,
Metrocall shall promptly offer and provide such lower fee to BAPCO. In addition,
if Metrocall provides to any BAPCO parent, affiliate, or subsidiary, any of the
services referenced herein, the applicable discounts for such services to BAPCO
and its affiliate(s) will be based on their aggregated volumes. Metrocall shall
not offer its subscribers rates that are lower than those offered to BAPCO.

         BAPCO shall have the right to audit Metrocall's records to ensure
compliance with this section.

11.      AFFILIATES

         The parties agree that the obligations and benefits of the Agreement
may apply to BAPCO's parents, affiliates, or subsidiaries if they so elect and
that the parent, affiliate, or subsidiary shall sign in each instance, a
separate document attached hereto as Exhibit B "Affiliate Agreement" assuming
all obligations and liabilities pertaining to such affiliates pursuant to the
Agreement. BAPCO shall not be responsible for payment of Affiliate's accounts
nor will Affiliate's non-payment affect BAPCO's account.

12.     FORCE MAJEURE, LIMITATION OF LIABILITY AND WARRANTIES

         A.   Neither party or its respective Resellers or suppliers of service
         shall be liable for interruption, delays, errors or defects in
         transmission, or failure to transmit when caused by act of God, fire,
         war, acts of Government, civil or military authorities, or other cause
         beyond its control.

         B.   In no event shall either party be liable to the other party for
         any amount representing loss of profits, loss of business, indirect,
         special, exemplary, consequential or punitive damages arising from the
         performance or non-performance of this Agreement or any acts or
         omissions associated therewith or related to the use of any items or
         services, whether the basis of the liability is breach of contract or
         tort (including negligence and strict liability).

         C.   The indemnities and obligations herein provided shall continue in
         full force and effect notwithstanding an effective termination of this
         Agreement.

<PAGE>

13.      RELATIONSHIP OF THE PARTIES

         A.   Metrocall and BAPCO agree that at all times during the term of
         this Agreement each shall endeavor to render prompt, courteous and
         efficient service to the other and to the public and will be governed
         by the standards of honesty, integrity, and fair dealing.

         B.   The parties hereto are independent contractors. Neither party is
         authorized to act as an agent for, or legal representative of, the
         other party nor shall either party have authority to assume or create
         any obligation on behalf of, or binding upon, the other party. BAPCO
         shall not represent itself as an agent of Metrocall.

14.      CONFIDENTIALITY

         A.   All information which is or has been disclosed in connection with
         this Agreement by one Party to another Party and which is to be
         protected hereunder as Proprietary Information of the disclosing Party
         shall: (1) if writing or other tangible form, be conspicuously labeled
         as Proprietary, Confidential or the like at the time of delivery; and
         (2) if oral, be identified as Proprietary of Confidential prior to
         disclosure and confirmed in writing to the contact person. A Party
         shall have the right to correct any inadvertent failure to designate
         information as Proprietary by written notification as soon as practical
         (but in no event later than four (4) business days) after such error is
         determined. The Party receiving said notification shall, from that time
         forward treat such information as Proprietary.

         B.   Subject to the provisions of Section 8 with respect to any
         Proprietary Information provided hereunder, the receiving Party shall,
         for a period of two (2) years from the later of the date of disclosure
         or the termination of this Agreement, use the same care and discretion
         to limit disclosure of such Proprietary Information as it uses with
         similar Proprietary Information of its own which it does not desire to
         disclose or disseminate, including but not limited to taking steps to:

              (i)   restrict disclosure of Proprietary Information solely to
                    its employees, advisors or representatives with a need to
                    know and not disclose such Proprietary Information to any
                    other parties;

              (ii)  advise all receiving party employees, advisors or
                    representatives with access to the Proprietary Information
                    of the obligation to protect the Proprietary Information
                    provided hereunder and obtain the employees' advisors' and
                    representatives' agreement in writing to be so bound; and

              (iii) use the Proprietary Information provided hereunder only for
                    purposes expressly provided for herein and for no other
                    purposes.

         C.   The obligations imposed upon the Parties hereto shall not apply to
         Proprietary Information:

              (i)   which is made public by the disclosing Party;

<PAGE>

              (ii)  which the receiving Party can reasonably demonstrate is
                    already in the possession of the receiving Party and not
                    subject to an existing agreement of confidence;

              (iii) which is received from a third party without restriction and
                    without breach of the Agreement;

              (iv)  which is independently developed by the receiving Party as
                    evidenced by its records; or

              (v)   which the receiving Party is required to disclose pursuant
                    to a valid order of a court or other governmental body or
                    any political subdivision thereof; provided, however, that
                    the recipient of the Proprietary Information shall first
                    have given notice to the disclosing Party.

         D.   Nothing contained in this Agreement shall be construed as granting
         or conferring any rights by license or otherwise in any Proprietary
         Information disclosed to the receiving Party. All Proprietary
         Information shall remain the property of the disclosing Party and upon
         the termination of this Agreement, all such information shall be
         returned by the receiving Party to the disclosing Party upon written
         request. Any abstracts, notes, memoranda or other documents containing
         any Proprietary Information or any description, summary or analysis of
         any Proprietary Information shall be destroyed by the receiving Party,
         which destruction shall be certified in writing by an officer (or
         several parties, if applicable) of the receiving Party.

15.      CONTROLLING LAW and ARBITRATION

         A.   All questions regarding the validity, interpretation, performance
         and enforcement of the provisions of this Agreement shall be governed
         by the laws of the Commonwealth of Virginia and any action with respect
         to this Agreement shall be commenced in Virginia.

         B.   Any dispute regarding billing arising under this Agreement shall
         be submitted to binding arbitration in the City of Alexandria, Virginia
         under the rules then prevailing of the American Arbitration
         Association, and judgment upon the award rendered may be entered and
         enforced in any court of competent jurisdiction.

         C.   The party submitting such dispute shall request the American
         Arbitration Association to:

              (i)   Appoint an arbitrator who is knowledgeable in
                    telecommunications and familiar with the telecommunications
                    industry and who will follow the substantive rules of law;
                    and

              (ii)  require the testimony to be transcribed; and

              (iii) Require the award to be accompanied by findings of fact and
                    a statement of reasons for the decision.

<PAGE>

         D.   In the event of any such arbitration, the Arbitrator shall
         apportion the Arbitrator's cost according to the award rendered. Each
         party shall be responsible for its own attorney fees and other costs
         associated with the arbitration.

16.      NOTICES

         Except as otherwise provided in this Agreement, all notices required or
permitted to be given shall be certified mail, postage prepaid, in any post
office in the United States, where receipt thereof is confirmed and shall be
addressed per the introductory Section of this Agreement, or may be sent by
facsimile or by express courier. Either party may change its address by a notice
given to the other party in the manner set forth above. All notices shall be
effective upon receipt, facsimile, personal delivery, overnight courier, except
as otherwise provided herein.

         If to Metrocall:           Metrocall, Inc.

                                    6910 Richmond Highway

                                    Alexandria VA 22306

                                    Attn: Legal Department

                                    cc: Thomas Matthews

                                    Senior Vice President, Operations

         If to BAPCO:               Bell Atlantic Paging Inc.

                                    1719A Route 10, Suite 300

                                    Parsippany NJ 07054

                                    Attn: Director - Finance and Administration

                                    cc: BANM Legal Department

                                    180 Washington Valley Road

                                    Bedminster NJ 07921

17.      NON-EXCLUSIVE ARRANGEMENT

         BAPCO recognizes and agrees that Metrocall and its other Resellers may
be marketing and providing the Metrocall services and other paging services to
other parties and/or entities and directly to Subscribers in the market areas
covered herein. Metrocall may, at its sole discretion, add other Resellers into
such market areas, but shall not knowingly solicit BAPCO Subscribers. Metrocall
acknowledges and it is hereby agreed that BAPCO shall have no obligation to
purchase or sell to subscribers any minimum amount of Metrocall service, and
that BAPCO may sell other paging services in addition to or instead of Metrocall
services.

<PAGE>

18.      NON-CONFLICT

         Each party warrants that no obligation provided for herein is in
conflict with any other contractual obligation of either party with any third
party.

19.      BINDING EFFECT

         This Agreement and the rights and obligations of the parties shall
inure to the benefit of and be binding upon any successor or assignee and any
subsidiary, BAPCO, agent, BAPCO or related entity.

20.      SEVERABILITY

         Should any part of this Agreement for any reason be declared invalid by
order of any court or regulatory agency, such order shall not affect the
validity of any remaining portion, which shall remain in force and effect as if
this Agreement had been executed with the invalid portion eliminated if, the
intention of the parties would be reflected by the remaining portion of this
Agreement without including therein any such part or portion which may, for any
reason, be hereafter declared invalid.

21.      NON-WAIVER

         The waiver, express or implied, by either party, of any rights or of
any failure to perform or breach by the other party shall not constitute or be
deemed a waiver of any other right hereunder or any other failure to perform or
breach by the other party, whether of a similar or dissimilar nature.

22.      ALL AMENDMENTS IN WRITING

         This Agreement may not be changed or modified except by a written
agreement, executed on behalf of both parties.

23.      ENTIRE AGREEMENT

         The parties have read this Agreement and all of its attachments and
agree to be bound by its terms, and further agree that it constitutes the
complete statement of the agreement between them which supersedes all proposals,
oral or written, and all other communications between them relating to the
subject matter of this Agreement.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on behalf of each by a person with full power and authority to bind
such party.

                                  Metrocall, Inc.


                                  By: /s/  [ILLEGIBLE]

                                  Title: Executive Vice President & COO

                                  Duly Authorized



                                  BELL ATLANTIC PAGING INC.


                                  By: /s/  [ILLEGIBLE]

                                  Title: President

                                  Duly Authorized

<PAGE>

                                    EXHIBIT A

                          PAGING SERVICES AND EQUIPMENT

                                                             Numeric Display *
<TABLE>
<CAPTION>
                      Numbers                Local              Regional**             Nationwide           Nationwide All
                    In Service                                                          Regional                Regions
                  <S>                        <C>                   <C>                    <C>                    <C>
                  1-200,000                  $2.15                 $2.65                  $4.95                  $8.55
                  200,001-500,000            $2.00                 $2.50                  $4.80                  $8.35
                  500,001 +                  $1.80                 $2.30                  $4.65                  $8.20
</TABLE>


              *     Includes local pager telephone number, system greeting, and
                    unlimited calls.

                    If used with a toll-free 800 or 888 access number instead of
                    a local pager telephone number, numeric display service
                    includes 200 calls per pager per month; additional calls
                    will be billed at $.10 each.

              **    Regional coverage is defined as local coverage plus one
                    additional local coverage area, e.g. Washington/Baltimore
                    and Philadelphia/Harrisburg/Delaware. For each additional
                    local coverage area, add $0.50.

                                                            Alphanumeric ***
<TABLE>
<CAPTION>
                     Numbers In              Local              Regional**             Nationwide            Nationwide All
                       Service                                                          Regional                Regions
                <S>                          <C>                   <C>                   <C>                    <C>
                1-200,000                    $5.55                 $6.05                 $12.95                 $21.50
                200,001-500,000              $5.30                 $5.80                 $12.45                 $21.25
                500,001 +                    $5.00                 $5.50                 $11.95                 $20.95
</TABLE>


              ***   Includes local pager telephone number, system
                    greeting, and 250 calls per month. Additional calls are
                    $0.10 each.

TERRITORY

Territory is defined as those areas in forty-nine (49) states of the United
States where Metrocall is licensed to operate its radio frequencies and to
provide paging services. Metrocall currently does not operate in North Dakota,
although it has plans to do so in the near future, based on market demand.

NOTE:    In above paging service tables, the cost in the applicable volume tier
         is cumulative, i.e., that cost is to be applied to all paging numbers
         in service.

<PAGE>

                                    EXHIBIT A

                          PAGING SERVICES AND EQUIPMENT

                              AIRTIME RATES - TNPP
<TABLE>
<CAPTION>
              Coverage Area                                 Charge Per Character
<S>                                                               <C>
Local Market                                                      $.0015
Nationwide One Region                                             $.0025
Nationwide Two Regions                                            $.00435
Nationwide                                                        $.00555
</TABLE>

<PAGE>

                                   EXHIBIT A

                          PAGING SERVICES AND EQUIPMENT

                                Pager Equipment *
<TABLE>
<CAPTION>
              Manufacturer / Type                                 Purchase Price
<S>                                                                  <C>
Motorola Pronto                                                       $59.00
Motorola Lifestyle Plus                                               $64.00
Motorola Ultra Express                                                $71.00
Motorola Bravo LX                                                     $72.00
Motorola Goldline                                                    $119.00
Motorola Memo Express                                                 $99.00
Motorola Advisor Pro                                                 $139.00
Motorola Advisor                                                     $142.00
NEC Sport II                                                          $56.00
NEC Exec                                                              $64.00
</TABLE>



                               Enhanced Services**
<TABLE>
<CAPTION>
              Manufacturer/ Type                                   Monthly Rate
<S>                                        <C>                          <C>
Page Recall                                                             $0.50
VoiceMail***                                 Standard                   $1.50
                                                 Plus                   $3.00
                                            Executive                   $4.00
Custom Greeting                                                         $1.00
Group Call                                                              $1.00
Extended Coverage (per zone)                                            $0.50
Live Operator Dispatch (per call)                                        $0.39
800/888 pager number                                                    $3.00
</TABLE>

                             One Touch Services ***
<TABLE>
<CAPTION>
             Manufacturer / Type                                   Monthly Rate
<S>                                                                   <C>
Express Plan                                                           $4.00
Performance Plan                                                       $8.00
Executive Plan                                                        $11.00
Premier Plan                                                          $14.00
</TABLE>

* Current Prices, subject to change in Metrocall's costs of equipment from the
equipment manufacturers or suppliers.

** See descriptions on Paging Service Specifications -Exhibit C.1.

*** If used with an 800 or 888 toll free access instead of a local pager number,
rates include the first 30 minutes of access time each month. Additional minutes
will be billed at the rate of 18 cents per minute. This rate applies to both
inbound and outbound calling, where available on applicable One Touch Services.

<PAGE>

                                    EXHIBIT B

                               AFFILIATE AGREEMENT

This Agreement is dated ______________________, 199___, between Metrocall, Inc.,
a Delaware corporation ("Metrocall") and ______________________, ("Affiliate").

Reference is made to that certain Agreement between Metrocall and BAPCO, dated
______________________, 199___, a copy of which is annexed hereto ("Agreement").
Metrocall hereby agrees to extend the privileges and benefits of the Agreement
in consideration of Affiliates agreement herein to be bound by all convenants
and obligations of performance of BAPCO. For all purposes of the Agreement,
Affiliate shall be bound to perform its obligations in the same manner as BAPCO
is bound under the Agreement and Metrocall shall perform its services in the
same manner as it is bound under the Agreement, except as otherwise provided
herein. The Affiliate shall not be responsible for payment of BAPCO's accounts
nor will BAPCO non-payment affect the Affiliate's account.

Metrocall                                    AFFILIATE:

By:_____________________________             By:_____________________________

Name:___________________________             Name:_____________________________

Title:_____________________________          Title:_____________________________

Date:_____________________________           Date:_____________________________

<PAGE>

                                    EXHIBIT C

           PAGING SERVICES, SPECIFICATIONS, AND PERFORMANCE STANDARDS

I.       Service Specifications: Metrocall shall provide state of the art,
best-in-class paging services in its local, regional, and nationwide networks.
The Metrocall Services shall be provided in accordance with the specifications
set forth below:

1.       Service (Airtime) refers to the Metrocall-provided radio paging
service. This service encompasses several steps in the following sequence:
First, Metrocall assigns an access number to each active pager (either a seven
digit DID telephone number provided by the local telephone carrier, or a
toll-free 800 or 888 DID number or end-to-end (PIN) access number provided by
various interexchange carriers). When a caller dials the pager access number,
Metrocall switches and processes the call through its paging terminal and, if
the subscriber record is valid, accepts the numeric or alphanumeric message that
the caller enters using a touch-tone phone or software. Using FCC-assigned radio
frequencies, Metrocall encodes the message, relays it via telephone circuit,
satellite, or radio link, and broadcasts the signal across the coverage area
assigned to the individual pager.

2.       Numeric Display Service refers to paging service that alerts the pager
user and displays the numeric message (usually a phone number) that the caller
enters into the paging terminal.

3.       Alphanumeric Service refers to paging service that alerts the pager
user and displays the numeric or text message (usually up to 80 characters) that
the caller enters into the paging terminal, using a touch-tone phone or
messaging software.

4.       Local Service refers to paging service coverage (see above) broadcast
across and around a major metropolitan area, e.g. local service for the
Washington/Baltimore area includes paging coverage as far south as
Fredericksburg and Southern Maryland, east to the Eastern Shore of the
Chesapeake Bay, north to Aberdeen and Frederick, and west to Warrenton.

5.       Regional service refers to paging service coverage that includes local
service coverage, plus one additional local service coverage area, e.g.,
Baltimore/Washington and Philadelphia/Harrisburg/Delaware coverage programmed
together is considered regional service.

6.       Nationwide Regional Service refers to coverage in any one of six
geographic regions, as shown on the Metrocall Nationwide Network Coverage Map,
attached hereto and incorporated herein by reference. The six regions include
the Northeast, Southeast, Midwest, Southwest. Pacific, and Northwest Region.

7.       Nationwide Service refers to coverage in the 860+ cities and towns
included in all six regions of Metrocall Nationwide, as detailed on the
above-referenced Metrocall Nationwide Network Coverage Map.

<PAGE>

8.       Paging Recall is an enhanced service option that allows pager users to
electronically retrieve all numeric messages that callers have entered into the
paging terminal via the pager user's telephone number. Paging recall is a
recommended option for travelers who may leave the coverage area and want to
ensure they do not miss any numeric messages. This service includes a minimum of
72 hour storage of all new messages.

9.       Voice mail is an enhanced service that allows callers to leave a
detailed voice message or a numeric message for the pager user. Voice mail
service includes message storage, a personal greeting recorded by the pager
user, and paging recall. Voice mail service is available in three service plans:
Standard, Plus, and Executive. Features vary on each plan, as follows:

<TABLE>
<CAPTION>
         Voice Mail Plan      Capacity Message        Length            Greeting          Length Storage
         <S>                  <C>                     <C>               <C>                   <C>
         Standard             5 msgs                  30 seconds        30 seconds            24 hr.
         Plus                 10 msgs                 60 seconds        30 seconds            48 hr.
         Executive            20 msgs                 120 seconds       60 seconds            72 hr.
</TABLE>

10.      System Greeting refers to an enhanced service that provides a
pre-recorded greeting to callers when they call the user's pager telephone
number. The greeting prompts the caller to enter a numeric message (usually a
call-back telephone number) after the tone.

11.      Custom Greeting refers to an enhanced service that allows the pager
user to record, in his or her own voice, a personalized greeting of up to
fifteen (15) seconds.

12.      Group Call refers to an enhanced service that allows a predetermined
group of pager users to be alerted together and receive the numeric message that
the caller enters into the paging terminal, using a single pager telephone
number.

13.      Extended Coverage refers to additional coverage areas that can be added
to a local pager's coverage area. For instance, a local coverage area, plus one
additional local coverage area, is marketed as Regional coverage and is one
example of extended coverage. A pager user can add multiple coverage zones (also
known as coverage regions) to his or her local coverage area.

14.      Live Operator Dispatch refers to Metrocall's available operator
assisted message dispatch service. Using this enhanced service, anyone in the
USA or Canada can call an operator dispatch center toll free, 24 hours a day,
and relay a detailed text message to an operator, who then dispatches the
message to Metrocall's paging terminal(s). The dispatch operators will answer
calls promptly with the greeting, "Welcome to the Bell Atlantic Message Dispatch
Center."

15.      Toll free 800/888 Pager Number refers to an available service option to
substitute a toll-free 800 or 888 DID or end-to-end pager telephone number for
a local pager telephone number. This option is available on all services and all
coverage areas and is billed at an additional monthly charge.

16.      One Touch Advanced Messaging Service refers to the available enhanced
service options on the One Touch voice, fax, and numeric messaging platform.
Four plans are available: Express, Performance, Executive, and Premier.

<PAGE>

Express Plan:                  - 20 messages
                               - 1 - 60 second greeting
                               - 60 second message length
                               - 72 hours of message storage
                               - Receive, create, send reply, and
                                 redirect voice messages
                               - Voice message broadcast

Performance Plan:              - 20 messages
                               - 2 - 60 second greeting
                               - 60 second message length
                               - 72 hours of message storage
                               - Receive, create, send reply, and
                                 redirect voice messages
                               - Voice message broadcast
                               - Meet Me call completion service

Executive Plan:                - 20 messages
                               - 3 - 60 second greeting
                               - 120 second message length
                               - 96 hours of message storage
                               - Receive, create, send reply, and
                                 redirect voice messages
                               - Voice message broadcast / fax message broadcast
                               - Meet Me call completion service
                               - One number forwarding

Premier Plan:                  - 30 messages
                               - 5 - 60 second greeting
                               - 1- 80 second message length
                               - 120 hours of message storage
                               - Receive, create, send reply, and redirect voice
                                 messages
                               - Voice message broadcast / fax message
                                 broadcast
                               - Meet Me call completion service
                               - One number forwarding
                               - Find Me call forwarding service

II.      PAGING NETWORK PERFORMANCE STANDARDS

         1. System Availability:      - 100% availability

         2. Response Time:            - less than one minute
                                      - less than two minutes (system busy hour)

         3. Scheduled Downtime:       - 7 day advance notification
                                      - Off-hours downtime (12:00am - 5:00am)
                                      - No more than two hours per occurrence
                                      - No more than two occurrences per year

         4. Unscheduled Downtime:     - Immediate notification
             (emergency)              - No more than 1 hour downtime

<PAGE>

III.     BILLING SYSTEM ACCESS

         1. System Availability:      - 7:00am to 11:00pm - 7 days per week


         2. Telecom Facilities
            Available:                - 100% during hours of system availability


         3. Activation Response
            Time:                     - 60 seconds or less

         4. Test Page:                - Immediately following activation,
                                        subject to Paging Network response time
                                        above.

         5. Scheduled Downtime:       - 7 day advance notification
             (during hours of         - no more than 2 hours per occurrence
              availability)           - no more than 3 occurrences per year

         6. Unscheduled Downtime:     - immediate notification
            (emergency)               - no more than 4 hours downtime

IV.      SUPPORT

         1. Reseller Operational
            Support:                  - 24 hour, 7 day availability,
                                      - hold times less than 1:00 minute during
                                        system availability hours
                                      - hold times less than 2:00 minutes during
                                        other hours
                                      - contact list, with back-up designees and
                                        escalation procedures and contacts,
                                        to include phone, pager and
                                        cellular telephone numbers

         2. Marketing Support:        - designated single point of contact


         3. Billing System Support:   - designated single point of contact
                                      - contact list, with back-up designees and
                                        escalation procedures and contacts, to
                                        include phone, pager and cellular
                                        telephone numbers
<PAGE>

                                    EXHIBIT D
                             EQUIPMENT SPECICATIONS


                                 F1ex(TM) Pagers

<PAGE>

                                     EXIT E
                              NETWORK COVERAGE MAP