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                                                                    EXHIBIT 10.1

                            VOLUME PURCHASE AGREEMENT

This agreement ("AGREEMENT") dated September 29, 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
WebLink Wireless, Inc, a Delaware corporation, ("CUSTOMER") with its principal
offices at 3333 Lee Parkway, Dallas, TX 75219, consists of the General Terms and
Conditions ("GTC") below and the following exhibits ("EXHIBITS"): A -
Definitions; B - Software for Capacity Enhancement on WebLink's ReFLEX Network;
C - Training; D - Payment Instructions; E - Software License; F - Warranty; and
G - Software Commitments

                          GENERAL TERMS AND CONDITIONS

GEI manufactures or supplies paging terminals, radio transmitters and various
other products and provides certain services related to the design,
installation, maintenance and support of the products. Customer desires to
purchase certain of those products. GEI is willing to sell certain products at a
discount from their standard price in exchange for Customer's assistance in
testing of the products and software and volume commitment, provided Customer
purchases sufficient quantities of those products in order for GEI to
manufacture those products at reduced costs through economies of scale, such as
lower costs of components, greater efficiency of production and improved
long-term planning. Customer will provide GEI periodic forecasts of Customer's
product purchases to enable GEI to achieve economies of scale and to meet
Customer's desired delivery schedule.

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

1.       DEFINITIONS AND CONFLICTS. Capitalized terms used in this Agreement and
         not defined within have the meanings set forth in Exhibit A. The GTC
         and the Exhibits are integral parts of the Agreement. In the event of
         an unavoidable conflict between the GTC and the terms in any Exhibit,
         the terms in the Exhibit shall control.

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
                  that may be purchased or licensed by Customer are listed in
                  GEI's Equipment and Software current price book that may be
                  modified from time to time by GEI in its reasonable
                  discretion, or in Exhibit B (Software for Capacity Enhancement
                  on WebLink's ReFLEX Network). GEI will provide Customer with
                  the most current price book upon request by Customer. 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. GEI has made additional Software commitments to
                  Customer as set forth in Exhibit H (Software Commitments).

         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),
                  Designated System (if applicable), Customer Premises, Site
                  location, "ship-to" location, any additional locations as
                  required in Section 4.7 herein, 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 Contract #6706 dated September 29, 2000.
                  GEI shall acknowledge and accept the purchase order by signing
                  an order acknowledgement. All orders shall be governed by the
                  terms and conditions of this Agreement. Any provision in a
                  purchase order that conflicts with or attempts to modify this
                  Agreement shall have no effect. Neither party is obligated to
                  notify the other party that such terms and conditions do not
                  apply. Any



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                  modification to a term as set forth in this Agreement must be
                  agreed to, in a separate writing, signed by each party's
                  authorized personnel.

         2.3.     Enterprise-wide License. During the Term and in accordance
                  with, and subject to, the terms and conditions of the
                  Agreement, Customer agrees to purchase and GEI agrees to
                  grant:

                  (1)      an Enterprise-wide license for Capacity Enhancement
                           Channels (ReFLEX25 2.7) pursuant to the terms of
                           Exhibit E (Software License) which shall survive the
                           expiration of this Agreement and continue in effect
                           only for so long as the Software License associated
                           with the Capacity Enhancement Channels continues. The
                           marginal cost of additional capacity enhancement
                           channels will be ******; provided, however, Customer
                           acknowledges and agrees that this enterprise-wide
                           license applies only to ****** provided to Customer
                           and that Customer shall pay hardware costs
                           (transmitters, receivers, etc.) and other software
                           charges (GL3000 subscriber upgrades, RFD node charges
                           etc.) for any additional charges associated with the
                           use of Capacity Enhancement Channels at prices to be
                           mutually agreed upon by the parties,

                              and

                  (2)      an Enterprise-wide license for Landing Strip Channels
                           pursuant to the terms of Exhibit E (Software License)
                           which shall survive the expiration of this Agreement
                           and continue in effect only for so long as the
                           Software License associated with the Landing Strip
                           Channels continues. Customer acknowledges and agrees
                           that this enterprise-wide license applies only to
                           ****** and that Customer shall pay hardware costs and
                           other software charges for any additional charges
                           associated with use of Landing Strip Channels at
                           prices to be mutually agreed upon by the parties.

                  ****** During the Term, Customer shall be allowed to purchase
                  additional licenses for the prices included in this Agreement.

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

         2.5.     Delay or Cancellation of Order and Early Shipments.

                  (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 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 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 Section 2.5(b). If Customer requests
                           such one-time delay, any associated shipment dates
                           for the items delayed, including those shipment dates
                           with penalties attached to them pursuant to Section
                           3.2 below, shall be extended to reflect the number of
                           days delayed.

                  (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 ninety (90)
                                    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.



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                           (ii)     Late Cancellation. If Customer fails to
                                    comply with the requirements set forth in
                                    Subsection 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.

                  (c)      Early Shipments. Customer acknowledges and agrees
                           that GEI may ship an order up to ten (10) days in
                           advance of the proposed shipment date.

3.       SHIPMENT AND DELIVERY.

         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 the Equipment and Software FOB GEI's
                  location that supplied or assembled the Equipment or Software.
                  Delivery, for purposes of this Agreement, including, without
                  limitation, Section 3.2 below, shall be deemed to have
                  occurred when the Equipment or Software is received by the
                  carrier pursuant to the FOB terms of this Section 3.1.

         3.2.     Penalties. If GEI fails to deliver the Software items
                  identified in sections (a) or (d) of Exhibit G pursuant to the
                  dates established in those respective sections, then GEI shall
                  pay Customer penalties in the amount of one thousand dollars
                  ($1,000) per release (beta or commercial) per business day
                  that delivery is late, provided Customer has not caused the
                  delay. The total penalty for each Software item shall not
                  exceed ten percent (10%) of the purchase price for each
                  Software item. In no event shall the delivery of any other
                  Equipment or Software under this Agreement be subject to any
                  penalties. GEI shall pay penalties in the form of credits
                  applied against the amount owed by Customer for the purchase
                  of the Software giving rise to the penalty. These penalties
                  shall be Customer's sole and exclusive remedy as it relates to
                  GEI's obligations in this Section 3.2.

         3.3.     Acceptance. Acceptance of the Equipment and Software shall not
                  be unreasonably withheld and shall be deemed to have taken
                  place on the earliest to occur of: (a) thirty (30) days, plus
                  an additional four (4) days for shipment of the Equipment or
                  Software to Customer, have elapsed since the date of delivery
                  of the Equipment and 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 the
                  Software, or (c) immediately upon Customer's commercial use of
                  the Software and Equipment in a fashion whereby Customer is or
                  would be entitled to receive any revenue from such use. If
                  Customer rejects the Software during the thirty (30) day
                  period after delivery of the Equipment and 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 thirty (30) days within which to remedy the Defect
                  and resubmit the Equipment and Software. Customer shall have a
                  fifteen (15) day period commencing on the date of such
                  resubmission within which to accept or reject the Software in
                  accordance with the procedures set forth above. If GEI cannot
                  resubmit the equipment or software within a reasonable time,
                  or if GEI cannot remedy the Defect after repeated efforts over
                  a period of at least sixty (60) days after the Equipment or
                  Software is resubmitted to Customer, then either party may
                  terminate that purchase order and the Equipment and Software
                  shall be returned; provided, however, Customer shall be deemed
                  to have purchased such Equipment and Software for purposes of
                  calculating Customer's volume commitment in Section 5.1. GEI
                  shall, within sixty (60) days upon return of the Equipment or
                  Software, (1) credit Customer's account, in the amount of any
                  purchase price actually paid, previously to GEI by Customer,
                  if Customer has any amounts owed to GEI; and, (2) if no
                  outstanding amounts are owed, then reimburse Customer for any
                  purchase price paid with respect to such Equipment or Software
                  rejected by Customer in accordance with the terms of this
                  Section 3.3. Upon return of the Equipment or Software and
                  payment of any related reimbursement, neither party shall bear
                  any further liability or obligation for such Equipment or
                  Software.



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         3.4.     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 thirty (30) 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
                           Subsection 3.4(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 Subsection 3.4(b)
                           within thirty (30) days after the item is delivered.
                           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 Subsection 3.4(b), GEI
                           shall issue credits for returned items by issuing
                           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 within sixty (60) days of the return of the
                           Equipment or Software. If Customer fails to comply
                           with the requirements set forth in Subsection 3.4(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.

                  (d)      Defective Equipment and Software. The return of
                           defective items supplied hereunder by GEI shall be in
                           accordance with such terms and conditions set forth
                           in the Warranty attached hereto as Exhibit F.

4.       PRICES AND PAYMENT TERMS.

         4.1.     License Fees. In consideration of the undertakings of GEI and
                  the licenses granted herein, GEI agrees to invoice Customer
                  and Customer agrees to pay to GEI the license fees for the
                  Software in the amounts and at the times specified in this
                  Agreement, unless other financing arrangements have been
                  agreed upon and signed in writing by GEI and Customer. The
                  current prices for Software licenses are indicated on Exhibit
                  B; however, subject to the provisions of Section 5.4 herein
                  GEI reserves the right to modify GEI's prices for such items
                  at any time and from time to time without notice. GEI will
                  provide Customer with the most current price book upon
                  request.

         4.2.     Equipment. In consideration of the sale of the Equipment (if
                  any) by GEI under this Agreement, GEI agrees to invoice
                  Customer and Customer agrees to pay to GEI the fees for the
                  Equipment determined in accordance with this Agreement, unless
                  other financing arrangements have been agreed upon and signed
                  in writing by GEI and Customer. The current prices for items
                  of Equipment are indicated in the Equipment and Software price
                  book; however, subject to the provisions of Section 5.4
                  herein, GEI reserves the right to modify GEI's prices for such
                  items at any time and from time to time without notice. GEI
                  will provide Customer with the most current price book upon
                  request.

         4.3.     Customization Fees. If Customer requests GEI to customize the
                  Equipment or Software, then Customer and GEI shall enter into
                  a separate agreement which sets forth the terms, conditions
                  and pricing related to such customization. Unless otherwise
                  provided in an agreement signed by a GEI officer, GEI shall
                  solely own all intellectual property rights to all
                  customization of the Equipment or Software, except, if
                  applicable, the customization shall be licensed in accordance
                  with the Software License. For avoidance of doubt, GEI shall
                  have no ownership interest in third party equipment as
                  provided to GEI by Customer.

         4.4.     Payment Terms.



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                  ******

         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 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, if any. 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 represented herein and on all notifications
                  issued by GEI pursuant to this 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 the Equipment,
                  Software or Services provided hereunder. Unless Customer
                  provides GEI with a valid resale exemption certificate prior
                  to shipment of the Equipment or Software or the performance of
                  the Service, Customer is responsible for payment of any taxes
                  resulting from or imposed upon this Agreement, the Software or
                  the Equipment delivered hereunder, except taxes based on GEI's
                  net income.

         4.7      Security Interest. Intentionally Deleted.

         4.8      Credit Facility. The Parties agree that only the Purchase
                  Orders received by GEI after June 13, 2000 and before August
                  1, 2000, which indicated that payment terms were subject to
                  this Agreement, shall be financed under the Promissory Note
                  and Security Agreement between the parties (dated March 21,
                  1997) ("Promissory Note"). In no event shall the aggregate
                  amount of the Purchase Orders to be financed pursuant to the
                  Promissory Note exceed ten million dollars ($10,000,000).

5.       PRICING AND COMMITMENTS.

         5.1      Volume Commitment. Customer agrees to purchase or license from
                  GEI a minimum amount of Equipment and Software in the
                  quantities and time frame as detailed in the table below:

                  ******

         5.2      Volume Purchase Discount. Provided Customer is not delinquent
                  on any of its obligations under the Agreement at the time of
                  shipping an order, unless in dispute pursuant to Section 4.5
                  (Payment Dispute Process) herein, GEI shall give Customer a
                  discount off the price of GEI-manufactured infrastructure
                  Equipment and GEI-owned Software. For the 2001 calendar year
                  (January 1, 2001 - December 31, 2001), . For the 2001 calendar
                  year (January 1, 2001 - December 31, 2001), the amount of the
                  discount shall be determined based upon the ******. Beginning
                  January 1, 2002(and on January 1st for each renewal year
                  thereafter), the amount of the discount offered to Customer
                  for the subsequent calendar year shall be based upon Customer
                  submitting to GEI a twelve-month "good faith" forecast of
                  purchase volume for that year for purchases of all GEI
                  manufactured or distributed equipment or software by Customer.
                  After an evaluation by both Parties of the probable purchase
                  volumes forecast by Customer, GEI shall provide the applicable
                  discount rate to Customer per the chart below. Additionally,
                  on or before the first working day of each calendar quarter,
                  Customer shall provide GEI with a "good faith" forecast of
                  purchase volume during the next six-month period. Customer
                  shall promptly provide GEI with revised "good faith" forecasts
                  upon the reasonable conclusion by either party that
                  adjustments are necessary to the prior forecast provided to
                  GEI. Promptly at the end of each



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                  calendar year or the Term (if applicable) (but within thirty
                  (30) days after the end of the calendar year, the parties
                  shall "settle up" with each other. If Customer did not
                  purchase and pay at the purchase volume levels forecast for
                  that preceding calendar year which would have resulted in
                  Customer obtaining a lesser discount level, Customer shall owe
                  to GEI a Recapture Amount, which shall be equal to the
                  difference between the prices charged by GEI to Customer based
                  on Customer's forecast and the prices GEI would have charged
                  Customer based on actual purchase volume for the year. If
                  Customer purchases and pays for more than the purchase volume
                  forecast for the year and Customer would have been eligible
                  for a higher discount level, GEI shall owe to Customer a
                  Volume Credit, which shall be equal to the difference between
                  the prices Customer was charged and the applicable higher
                  discount level.. GEI shall pay the Volume Credit to Customer,
                  or Customer shall pay the Recapture Amount to GEI, as the case
                  may be, by adjusting the current year's discount level (based
                  on the forecast in accordance with the process described
                  above) by applying the highest discount level (if GEI owes
                  Customer a Volume Credit) or the lowest discount level (if
                  Customer owes GEI a Recapture Amount) provided for in the
                  Purchase Discount level listed in the table below, until GEI
                  has been paid the entire Recapture Amount or has paid the
                  entire Volume Credit, as the case may be. Customer shall be
                  responsible for issuing purchase orders or amending
                  previously-issued purchase orders to reflect the Recapture
                  Amount or Volume Credit adjustments discussed in the preceding
                  sentence. For avoidance of doubt, the party owing the
                  Recapture Amount or Volume Credit payable under this
                  Agreement, as the case may be, shall immediately pay in full
                  to the other party such amount upon the termination or
                  expiration of this Agreement; provided, however, GEI may set
                  off against any other monies owed by Customer to GEI.

                  The following tables sets forth the volume purchase levels and
                  the applicable discounts available depending on the year in
                  which the Equipment is invoiced:

                  For Equipment invoiced on or before 12/31/2000, the discount
                  shall be as follows:

                  ******

                  For Equipment shipped on or after 01/01/2001 the Volume
                  discount shall be as follows:

                  ******

         5.3      ******

         5.4      ******

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. Training classes and pricing are attached as Exhibit "C"
                  to this Agreement. Training class fee paid by Customer to GEI,
                  including, without limitation, those fees paid by Customer to
                  GEI related to the Trainer Qualification Program, shall
                  contribute to the Volume Purchase requirements of Customer.

         6.2      Maintenance and Support.

                  a)       GEI will provide Customer with warranty Defect
                           support, subject to and in accordance with the terms
                           and procedures set forth in Exhibit F (Warranty) for
                           the Warranty Period. If Customer desires additional
                           support, Customer shall enter into GEI's 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 this Agreement for warranty Defects.



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                  b)       Notwithstanding Section 6.2(a) above, in
                           consideration for the Software Enterprise-wide
                           licenses purchased by Customer pursuant to Section
                           2.3 above, GEI shall provide software maintenance,
                           limited to annual maintenance releases and bug fixes,
                           and telephone support on the Radio Frequency Director
                           (RFD) ******, at no charge to Customer. For the
                           avoidance of doubt, such "no charge" maintenance
                           shall not include Software Feature Keys or additional
                           functionality not previously licensed by Customer.
                           ******, GEI shall offer Customer, as mutually agreed
                           upon in a separate agreement, ongoing maintenance and
                           support on the Equipment and Software at the then
                           published rate. The maximum annual increase in GEI's
                           published list price for Glenayre Care maintenance
                           provided in accordance with GEI's then standard terms
                           and conditions shall be ******

         6.3      Reimbursement of Expenses. Customer shall reimburse GEI for
                  all reasonable expenses, unless these expenses are in dispute
                  pursuant to Section 4.5 (Payment Dispute Process) herein,
                  incurred by GEI in providing training and support services
                  beyond those described in this Article 6 as "no charge" items,
                  as invoiced by GEI.

7.       LIMITED WARRANTY; LIMITATION ON REMEDIES.

         7.1      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 Exhibit F (Warranty). GEI
                  does not represent or warrant that Customer's use of the items
                  provided hereunder 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 hereunder 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 CUSTOMER OR ANYONE ELSE WHO HAS BEEN
                  INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF EQUIPMENT,
                  SOFTWARE OR SERVICES PROVIDED HEREUNDER BE LIABLE TO THE OTHER
                  PARTY 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
                  THIS 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.

         7.4      IN NO CASE SHALL GEI'S AGGREGATE LIABILITY FOR ALL MATTERS
                  ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER
                  IN CONTRACT, TORT OR OTHERWISE, EXCEED THE LESSER OF (1) THE
                  AMOUNT ACTUALLY RECEIVED BY GEI UNDER THIS AGREEMENT FOR THE
                  TWELVE (12)



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                  MONTHS PRIOR TO THE CLAIM OF DAMAGE OR LOSS OR (2) FIVE
                  MILLION DOLLARS ($5,000,000).

         7.5      Customer acknowledges that the limitations of liability and
                  remedies set forth herein represent bargained-for allocations
                  of risk, and GEI's prices 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 GEI-manufactured Equipment or GEI-owned Software
                           as permitted hereunder 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. For purposes of Sections 8.1 (and
                           all subsections) and 8.2 (and all subsections)
                           herein, "GEI-manufactured Equipment" and "GEI-owned
                           Software" specifically excludes any third party
                           Equipment or Software. However, GEI agrees to
                           cooperate and assist Customer in defending third
                           party infringement claims against Customer that may
                           arise under this Agreement, but Customer shall be
                           solely responsible for its own defense costs and any
                           damages awarded or incurred as a result of such third
                           party infringement claims.

                  (b)      Certain Actions in Response to Infringement. Upon
                           GEI's sole determination, or if use of any
                           GEI-manufactured Equipment or GEI-owned Software is
                           prohibited, GEI, at its election shall, at its own
                           cost and expense, either (a) procure for Customer the
                           right to continue the use of such GEI-manufactured
                           Equipment or GEI-owned Software; (b) modify the
                           GEI-manufactured Equipment or GEI-owned Software, in
                           such a way that the use thereof does not infringe
                           upon the rights of third parties; but has similar
                           functionality; or (c) terminate this Agreement by
                           notice to Customer and refund to Customer the a
                           pro-rata amount of the license fees paid by Customer
                           for the infringing (or potentially infringing)
                           GEI-manufactured Equipment or GEI-owned Software,
                           based on a 5-year amortization schedule.

         8.2      LIMITATION OF INDEMNIFICATION FOR GEI.

                  (a)      No Liability. GEI shall have no liability or
                           obligation hereunder 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, without limitation, any customized
                           version GEI-manufactured Equipment or GEI-owned
                           Software); (ii) a modification made by any party
                           other than GEI; (iii) use of GEI-manufactured
                           Equipment or GEI-owned Software in an application or
                           environment other than as specified in the
                           Documentation; (iv) use of a non-current version if
                           the current version is non-infringing; or (v) the
                           combination, operation or use of any GEI-manufactured
                           Equipment or GEI-owned Software 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



<PAGE>   9

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                           attorneys fees and expert fees, arising out of any of
                           the circumstances stated in this Paragraph 8.2(a).

                  (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. THE
                           INDEMNIFICATION PROVIDED IN THIS ARTICLE 8 SHALL NOT
                           BE LIMITED BY THE TERMS OF ARTICLE 7 HEREUNDER.

         8.3      By Customer. Except where GEI is obligated to indemnify
                  Customer under Section 8.1, and without limiting any other
                  obligation of Customer to indemnify GEI hereunder, (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
                  hereunder 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 this
                  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 this 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 this 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 hereunder, 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 this Agreement, and
                  providing the receiving party with copies of its Confidential
                  Information hereunder, 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 this 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 included in any material provided by GEI, and
                  Customer shall reproduce and copy all such information on all
                  copies made hereunder.



<PAGE>   10

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         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. This Agreement shall commence on the Effective Date and
                  continue until December 31, 2001, unless sooner terminated
                  pursuant to Section 12 ("TERM"). However, all the terms and
                  conditions of this Agreement shall also apply to all purchase
                  orders as identified in 14.2 below . Unless either party gives
                  the other party thirty (30) days written notice prior to
                  expiration of the then current Term, this Agreement shall
                  renew automatically for one (1) year periods ("Renewal Term")
                  at a maximum of two (2) consecutive automatic Renewal Terms.
                  If applicable, at the end of the second automatic Renewal
                  Term, this Agreement shall terminate, unless the parties
                  mutually agree in writing to extend the Agreement.

         11.2     Term of the Licenses. The Licenses are effective upon delivery
                  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's 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's Existing Equipment. Upon
                  termination of the Licenses and at GEI's request, Customer
                  shall promptly return or destroy all Confidential Information.
                  If such is destroyed, Customer shall certify within ten (10)
                  days to GEI in writing that all Confidential Information has
                  been destroyed.

12.      TERMINATION.

         12.1     This 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 this Agreement in accordance with this
                           Agreement or (ii) to comply with any obligations
                           under the Software License, if Customer does not cure
                           the failure (if the failure can be cured) within five
                           (5) days after written notice from GEI, or under the
                           Warranty, if Customer does not cure the failure (if
                           the failure can be cured) within thirty (30) days
                           after written notice from GEI or (iii) to comply with
                           any obligation set forth in the Agreement, other than
                           those specified in Subsection 12.1(b)(I) or (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 either party, immediately, and without any notice
                           to the other party, if (i) a party 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 such party for relief under any bankruptcy,
                           insolvency or other similar law, unless the
                           proceeding is commenced involuntarily against such
                           party and is dismissed within sixty (60) days after
                           the commencement, (iii) a receiver or trustee is
                           appointed for such party 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 such party and is not dismissed or
                           discharged within sixty (60) days after



<PAGE>   11

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                           the commencement; or (v) such party discontinues its
                           business,; or (vi) GEI discontinues its business as a
                           paging infrastructure manufacturer and seller.

         12.2     Obligations on Termination. Upon any termination of this
                  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, unless otherwise agreed upon by
                  GEI and Customer. Termination of this Agreement shall not
                  affect the rights or liabilities for any amounts then
                  currently due under this Agreement for products and services
                  actually provided.

13.      NOTICE. All notices, consents and requests under this 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:

<TABLE>
<S>                                                        <C>
         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: Senior Vice President                  Attention: Legal Department
         Facsimile: ******                                 Facsimile: ******

         For Payment Disputes
         Glenayre Electronics, Inc.
         5935 Carnegie Boulevard
         Charlotte, North Carolina 28209
         Attention: Credit Department
         Facsimile: ******


         TO Customer:                                      with a copy to:

         WebLink Wireless, Inc.                            WebLink Wireless, Inc.
         3333 Lee Parkway                                  3333 Lee Parkway
         Dallas, TX 75219                                  Dallas, TX 75219
         Attention: Legal Department, 9th Floor            Attention: Network Services, 12th Floor
         Facsimile: ******                                 Facsimile: ******
</TABLE>

14.      MISCELLANEOUS.

         14.1     Representations. Each party hereto represents and warrants
                  that this Agreement is valid and legally binding upon it and
                  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     Termination of Existing VPA. The Parties hereby expressly
                  terminate the Volume Purchase Agreement between the Parties
                  with an effective date of December 31, 1997. All purchase
                  orders received by GEI on or after June 1, 2000, shall be
                  deemed to be controlled by the terms and conditions herein
                  this Agreement.



<PAGE>   12

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


         14.3     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.

         14.4     Dispute Settlement. Except as otherwise provided in Section
                  14.3, if there is a dispute arising out of or related to this
                  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 this Agreement shall be referred to and
                  finally resolved by arbitration under the rules of the
                  American Arbitration Association in Atlanta, Georgia. 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.

         14.5     Permits and Authorizations. Each party 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.

         14.6     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 14.6.

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

         14.8     Assignment. This Agreement shall not be assigned by either
                  party without the other party's advance written consent. This
                  Agreement shall be binding upon and inure to the benefit of
                  the parties, their successors and permitted assigns.

         14.9     Survival. After expiration or termination of this 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 this
                  Agreement with respect to the provision in question.

         14.10    No Amendments. No amendment to this 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.

         14.11    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 the Customer uses



<PAGE>   13

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                  any of the GEI-supplied items in such an application, the
                  Customer agrees to indemnify and hold GEI harmless against any
                  claim arising out of that application.

         14.12    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 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.

         14.13    Severability. If any provision of this 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.

         14.14    Governing Law. This Agreement shall be deemed to have been
                  made in the State of Georgia and shall be governed by and
                  construed in accordance with the laws of the State of Georgia
                  exclusive of its rules governing choice of law and conflict of
                  laws.

         14.15    Entire Agreement. The Agreement and all schedules and exhibits
                  hereto and Amendment #1 (which is attached hereto for
                  reference as Exhibit H) 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. This 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 General Terms and Conditions and the terms and
                  conditions of any Exhibit, the General Terms and Conditions
                  shall control, except that terms applicable to Third Party
                  Software shall control with respect to such Third Party
                  Software (including, without limitation, Section 10 of the
                  Software License). However, to the extent possible, the
                  General Terms and Conditions 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 this Agreement to be executed by its
duly authorized representative, effective as of the Effective Date.


GLENAYRE ELECTRONICS, INC.:            WEBLINK WIRELESS, INC.:


By:                                    By:
   --------------------------             --------------------------

Name:                                  Name:
     ------------------------               ------------------------

Title:                                 Title:
      -----------------------                -----------------------



<PAGE>   14

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                                    EXHIBIT A

                                   DEFINITIONS


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

         1.1.     "Advanced Background Scanning" means support for
                  make-before-break sub-zone hand-off, registration flow control
                  in puddle sub-zones, robust pager state management in multiple
                  sub-zones, and fault-tolerant retry algorithm utilizing the
                  inherent redundancy in RF coverage.

         1.2.     "Ancillary Equipment" means any equipment ancillary or
                  peripheral to the Equipment, including antennae system
                  products, system consoles, remote system consoles, printers,
                  video screens and modems, that are either (i) not manufactured
                  by GEI or (ii) manufactured by GEI but listed in the Price
                  Book as a non-discountable item.

         1.3.     "Basic Background Scanning" ability to specify the location of
                  SCI frame pairs, the local scan list, signal strength
                  measurement parameters, and zone and sub-zone priorities as
                  defined in ReFLEX 2.7.

         1.4.     "Capacity Enhancement Channels (ReFLEX 25 2.7)" means a set of
                  features that can be enabled on a zone-by-zone basis to
                  enhance the capacity in large zones without a massive
                  build-out of transmitters and receivers, and without
                  degradation in the subscriber's experience. These features
                  include reverse channel hot spots, basic background scanning,
                  and advanced background scanning for ReFLEX25 version 2.7.

         1.5.     "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, without limitation, the
                  Software and Documentation.

         1.6.     "Data Unit Coasting" means the ability to schedule inbound
                  data units on the reverse channel during those frames when the
                  transmitters in the sub-zone are not transmitting ReFLEX
                  frames. Pagers that are scheduled to send such data units are
                  expected to have internal clocks that can "coast" through a
                  period with no forward channel activity while still
                  maintaining synchronization with the network.

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

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

         1.9.     "Enterprise-wide license" is a pricing structure for only
                  Capacity Enhancing Channels and Landing Strip Channels in
                  which the respective software license is purchased whereby
                  instead of paying for each individual channel license, the
                  Customer pays one fee which covers the purchase of as many
                  channels as is needed for Customer's paging services.

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



<PAGE>   15

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


         1.11.    "Expansion Parts" means assemblies (including trunk cards),
                  new software or spare cards for upgrading the features, or
                  increasing the capacity, of Terminal Equipment.

         1.12.    "Forecast" means a good faith, non-binding forecast by
                  Customer of the Products to be purchased by it from GEI within
                  6 months after any specified date or, if less, during the
                  remainder of the Term.

         1.13.    "Forward Channel" means a database entry in the GL3100 that
                  represents a control or data channel within a ReFLEX sub-zone.
                  Each forward channel carries up to 6400 bits/second of data
                  from the network to paging devices.

         1.14.    "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 hereunder by GEI to Customer.

         1.15.    "Landing Strip Channel" means a database entry in the GL3100
                  that specifies the timing, content, and network address of
                  landing-strip re-director frames for a sub-zone. These frames
                  have the effect of re-directing pagers to their designated
                  control channels. A different landing-strip channel must be
                  configured for each sub-zone.

         1.16.    "Latency Enhancement Features" means a set of features that
                  can be enabled on a sub-zone-by-sub-zone basis to enhance
                  message latency. These features include time-of-day sub-zone
                  configuration, optimized forward channel work-ahead, reduced
                  inbound paging protocol delay, data in partially filled
                  control frames, pager class support for latency reduction,
                  auto collapse support as defined in ReFLEX 2.7, and priority
                  differentiation.

         1.17.    "Licensed Programs" means the object code (i.e.,
                  machine-readable) form of the Software programs developed and
                  owned by GEI for use in its paging systems, but excludes Third
                  Party Software.

         1.18.    "Narrowband Personal Communication Services ("NPCS")
                  Equipment" means R9000 Series Receivers, NPCS Preselector
                  Filters and RF Input Distribution Amplifiers.

         1.19.    "Net Price" means, for any Equipment or Software license, its
                  price listed in the then-current Price Book less any discount
                  given and excluding any sales and use taxes, goods and
                  services taxes, duties, V.A.T. taxes, transportation and
                  insurance costs and all other similar charges.

         1.20.    "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 by the manufacturer as if new) (but excluding
                  Software), if any, supplied hereunder by GEI to Customer.

         1.21.    "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.

         1.22.    "Reverse Channel" means a database entry in the GL3100 that
                  represents a reverse channel within a ReFLEX sub-zone or a
                  reverse channel within a reverse channel hot spot. A reverse
                  channel may be configured for ALOHA messaging, scheduled
                  inbound data, or both.

         1.23.    "Reverse Channel Hot Spot" means a group of sites in a ReFLEX
                  sub-zone where the carrier installs one or more receivers
                  operating on reverse channel frequencies that are not
                  available everywhere in the sub-zone. The carrier must ensure
                  that pagers in one reverse channel hot spot do not interfere
                  with those in another reverse channel hot spot; this can be
                  done by either separating



<PAGE>   16

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                  hot spots by a RF barrier, or by choosing different reverse
                  channel frequencies in different hot spots.

         1.24.    "RF Equipment" means any transmitter and accessory products,
                  control equipment and radio link equipment, manufactured or
                  supplied by GEI to its customers generally from time to time,
                  but shall not include NPCS equipment.

         1.25.    "Services" means any services, other than services under a
                  Maintenance Agreement (Glenayre Care-Product Service
                  Agreement) between the parties, by GEI for Customer as agreed
                  by the parties in writing.

         1.26.    "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.

         1.27.    "Software Feature Keys" means the codes which when entered
                  enable specific chargeable software features.

         1.28.    "Special Offers" means "Introductory Specials," "Show
                  Specials," "Trade-In Offers" and other similar special offers.

         1.29.    "Specifications": The functional specifications relating to
                  the design and performance of the applicable Software or
                  Equipment.

         1.30.    "Terminal Equipment" means Expansion Parts and paging terminal
                  equipment, distributed network configuration server ("DNCS"),
                  GL3200 gateway, GL3100 RF Director equipment manufactured or
                  supplied by GEI to its customers from time to time.

         1.31.    "Term" shall have the meaning set forth in Section 11.1 of the
                  General Terms and Conditions of this Agreement.

         1.32.    "Third Party Software" means any Software other than Licensed
                  Programs and shall include, without limitation, Software
                  contained in OEM Hardware, Oracle software and Sun software.

         1.33.    "Time of Day Subzone Configuration" means the ability for the
                  GL3100 to change key sub-zone parameters such as battery cycle
                  according to an operator-defined schedule. The time-of-day
                  sub-zone configuration schedule is typically used to vary the
                  battery cycle several times a day to improve latency during
                  busy hours while maintaining acceptable battery life.

2.       Terms defined in Incoterms (1990) and used in this Agreement shall
         apply to the Agreement. "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.



<PAGE>   17

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                                    EXHIBIT B

      SOFTWARE PRICING FOR CAPACITY ENHANCEMENT ON WEBLINK'S REFLEX NETWORK



         ******

         Assumptions:

o        At least two capacity enhancement feature licenses are needed to
         activate capacity enhancement features in a sub-zone, one for the
         forward channel and the other for the reverse channel. Additional
         licenses are needed if there is more than one forward channel or more
         than one reverse channel in the sub-zone.

o        If there are multiple sub-zones in a zone, capacity enhancement
         features must be enabled in all or none of the sub-zones.

o        It is understood that capacity enhancement features are not necessary
         in order to operate a fully functioning landing-strip system.
         Conversely, it is also understood that landing strip is not necessary
         to operate the capacity enhancement features. The enterprise license
         shall include the features identified in the Definitions section above.

o        Pricing for the interference-based reverse channel reuse feature will
         be provided in a subsequent proposal.



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                                    EXHIBIT C

                                    TRAINING

                   TRAINING CLASS INFORMATION CAN BE FOUND AT:

                     HTTP://WWW.GLENAYRE.COM/CORPORATE/GTTI/



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                                    EXHIBIT D

                              PAYMENT INSTRUCTIONS

         PAYMENT INSTRUCTIONS PROVIDED TO CUSTOMER IF DEEMED REQUIRED BY
                            GEI UNDER THIS AGREEMENT



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                                    EXHIBIT E


                                SOFTWARE LICENSE

RECITALS

1.1  To enable the Customer to operate equipment sold by GEI to the Customer,
     GEI wishes to grant to the Customer and the Customer wishes to acquire from
     GEI a non-exclusive 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 User Material Licenses and
     the Patent Licenses granted by GEI under this License Agreement are
     referred to collectively as the "Licenses".

LICENSE FEES

2.1  The purchase price of the Equipment includes the fees for the Licenses (the
     "License Fees").

SOFTWARE LICENSES

3.1  GEI grants to the Customer a non-exclusive license or sublicense to use, in
     object code form only, the Software (the "Software Licenses"). The
     "Software" collectively means the software owned by GEI and itemized in
     GEI's Quotation/Sales Order Acknowledgment or contained in the equipment
     listed in GEI's Quotation/Sales Order Acknowledgment (the "Equipment") and
     any third party owned software contained in the Equipment. The Software
     Licenses are effective upon installation of the Software and the Equipment
     and are specifically limited to the Customer's use of the Software in the
     Equipment in the country designated by the Customer prior to delivery. The
     software Licenses do not include any rights with respect to the source code
     form of the Software.

USER MATERIAL LICENSES

4.1  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 "User Materials").
     GEI licenses or sublicenses the Customer the non-exclusive right to use the
     GEI owned User Materials and any third party owned User Materials in
     conjunction with the use and servicing of Equipment and Software (the "User
     Material Licenses"). GEI and the third parties reserve all rights in their
     respective User Materials.

NO TRANSFER OF SOFTWARE OR USER MATERIALS

5.1  The Customer shall not assign, transfer or sublicense the Software or the
     User Materials, whether separately or as part of a sale of the Equipment,
     without the prior written consent of GEI, which will not be unreasonably
     withheld.

ACKNOWLEDGMENT OF PATENT RIGHTS

6.1  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.

LIMITED, NON-EXCLUSIVE LICENSE UNDER PATENTS

7.1  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.



<PAGE>   21

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7.2  If any improvements to the Equipment or Software are claimed in any
     patents, or any patents issuing from any pending patent applications, owned
     by or licensed to the Customer, the Customer shall grant GEI a
     royalty-free, transferable license to make, use or sell, and to grant
     sublicenses to make, use or sell the Equipment, Software and improvements.
     The provisions of this Paragraph 7.2 shall survive the termination of this
     License Agreement.

TERMINATION OF LICENSES

8.1  The Licenses shall terminate if:

     (a)  the Equipment or Software is moved by the Customer outside of the
          country in which the Equipment and Software were first installed;

     (b)  the Equipment is sold, except as provided in Paragraph 8.2; or

     (c)  the Software is no longer used in connection with the Equipment.


PROPRIETARY INFORMATION

9.1  "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.

9.2  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.

9.3  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 User
          Materials, 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,
          in whole or in part, the Software and User Materials without the prior
          written consent of GEI;

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

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



<PAGE>   22

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

9.4  The Customer may make a reasonable number of copies of the object code
     version of the Software for backup purposes only.

9.5  The Customer's rights under this License Agreement shall terminate upon
     breach of any of the provisions set out in Section 9. The provisions of
     Paragraph 9.3 shall survive termination of this License Agreement. The
     Customer shall promptly return all copies of the Proprietary Information,
     including the Software and all User Materials 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, the
          Software or the User Materials.

9.6  To assist GEI in the protection of the proprietary rights of GEI and the
     third parties, and upon thirty (30) days written notice to Customer, the
     Customer shall permit representatives of GEI to enter the Customer's
     premises and inspect the Equipment and Software at any reasonable time.

REVISED VERSIONS OF THE SOFTWARE

10.1 The Customer agrees that if GEI provides revised versions of the Software
     to use in the Equipment, the revised versions shall be covered by the
     provisions of this License Agreement.

CERTAIN THIRD PARTY LICENSED PROGRAMS AND TERMS.

11.1 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).



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                                    EXHIBIT F

                             NORTH AMERICAN WARRANTY

GENERAL TERMS

1.1  Subject to the provisions of this Warranty, GEI warrants that the equipment
     and software described in Paragraph 1.2 shall conform to their
     specifications in all material respects and that the equipment shall be
     free from material defects in materials and workmanship.

1.2  This Warranty applies to all original purchases of GEI supplied equipment,
     including disk drives and CPU's, and software (collectively the
     "Equipment").

1.3  This Warranty does not apply to consumable items or to the following items
     which are covered by the Original Equipment Manufacturer's warranty,
     including, but not limited to :

     (a)  peripheral equipment, such as printers, modems, fax servers, personal
          computers, data loggers and video display terminals;

     (b)  OEM satellite items, such as antennas, mounts or LNB's uplinks.; and

     (c)  equipment or software which is not commercially available, including,
          without limitation, any Beta software.

1.4  The effective period of this Warranty shall start on the later of the date
     of shipment of the Equipment or the date of installation by a GEI, or GEI
     approved, technician and shall end, for all RF Equipment, two (2) years
     later, for all feature enhancements, component parts and system expansions,
     ninety (90) days later, and, for all other Equipment, one (1) year later
     (in each case the "Warranty Period").

1.5  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 of the Equipment, nor that all program defects in the
     software will be corrected.

RETURN OF EQUIPMENT UNDER WARRANTY

2.1  If an item of Equipment malfunctions or fails 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 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 new Equipment. If a returned item is replaced by GEI,
          the Customer agrees that the returned item shall become the property
          of GEI;

     (e)  GEI shall complete the repair or exchange of GEI manufactured
          equipment returned under this Warranty within ten (10) business days,
          and of OEM equipment within twenty (20) business days, of receipt of
          the Equipment; and



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     (f)  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.

2.2  Equipment 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 ninety(90) days from the date of repair
     or replacement, whichever is longer.

ADVANCE REPLACEMENTS

3.1  If the Customer has maintained a satisfactory credit standing with GEI, GEI
     may supply to the Customer the advance replacement parts requested by the
     Customer during the Warranty Period.

3.2  Subject to Paragraph 3.1, if stock is available at a GEI service stock
     location, GEI shall ship the advance replacement parts within 24 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.

3.3  The Customer shall return the defective item to GEI within thirty (30) 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.

TELEPHONE TECHNICAL ASSISTANCE

4.1  During the applicable Warranty Period, GEI shall provide the Customer with
     over-the-telephone technical fault analysis during business hours, and
     emergency support after business hours.

UPGRADES

5.1  During the applicable Warranty Period, GEI shall, at no charge, provide the
     Customer with non-feature software updates and, if the Equipment is sent to
     GEI for Warranty repair, those revision level updates deemed necessary by
     GEI.

5.2  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.

DEFAULT AND TERMINATION

6.1  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 to the Equipment;

     (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, unless other
          arrangements have been agreed upon between GEI and Customer.

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



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FORCE MAJEURE

7.1  "Force Majeure" has the same meaning as defined in the then-current written
     agreement signed by the parties.

7.2  GEI shall not be responsible for failure to discharge its obligations under
     this Warranty due to Force Majeure.

LIMITATIONS AND QUALIFICATIONS OF WARRANTY

8.1  This Warranty does not apply to any damage, defect or failure caused by:

     (a)  any part of the Equipment 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;

     (b)  storage or environmental characteristics which do not conform to the
          applicable sections of the appropriate GEI Equipment Manual;

     (c)  failure to conform with the Equipment Operating Instructions in the
          applicable GEI Equipment Manual;

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

     (e)  cosmetic damage;

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

     (g)  Force Majeure.



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                                    EXHIBIT G

                              SOFTWARE COMMITMENTS

GEI agrees to the following Software delivery schedule:

     ******

     GEI will make reasonable efforts to assist Customer technical staff in
     testing the Beta software releases. under field conditions, to dedicate
     resources available to resolving any technical issues, and to strive for an
     earlier commercial release date.

     Customer will make reasonable efforts to assist GEI technical staff in
     testing the Beta software under field conditions, including dedicating the
     Dallas test bed as needed in testing the software and testing the beta
     software with commercial traffic in the Dallas zone for a period of three
     (3) weeks, provide timely feedback to GEI, comply with GEI requirements for
     the Beta testing and cooperate in good faith with GEI in conducting Beta
     testing. If Customer fails to provide this support, GEI shall not be
     responsible for the commercial release commitments stated herein.

--------------------------------------------------------------------------------

ADDITIONAL UPGRADES:

GEI has agreed to make the following upgrades to existing Customer systems:


******



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                                    EXHIBIT H
                             AMENDMENT #1 TO THE VPA





                      SEE ATTACHED PAYMENT LETTER AGREEMENT



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September 29, 2000


Mr. Bert Klein
Chief Financial Officer
Glenayre Electronics, Inc.
5935 Carnegie Boulevard
Charlotte, NC 28209

Dear Mr. Klein:

Any purchase of Equipment, Software or Services (as defined in the Volume
Purchase Agreement, dated September 29, 2000 ("VPA")) between WebLink Wireless,
Inc. ("WebLink Wireless") and Glenayre Electronics, Inc. ("GEI") that is not
financed through the Promissory Note and Security Agreement dated March 21, 1997
as modified and amended March 12, 1998 and March 26, 1999 and as subsequently
modified or amended from time to time ("Promissory Note"), will be paid for as
follows:

         -    GEI will establish a shipment date which shall be the date
              communicated to Weblink Wireless by GEI's Credit Department
              ("Shipment Date") and which shall occur on a regular business day
              Monday through Friday, excluding banking holidays (unless
              otherwise agreed by Weblink Wireless).

         -    ******

         -    ******

         -    ******

         -    ******

         -    ******

         -    Notwithstanding anything to the contrary in the VPA, GEI shall
              bear no responsibility for shipment delays due to Weblink
              Wireless' failure to comply timely with its obligations set forth
              in this letter agreement.

This understanding, which replaces the last sentence of Section 4.4(a) of the
VPA and modifies Section 4.5, may be changed at any time by the authorized
officers signing a mutually agreed-upon written agreement by WebLink Wireless
and GEI. The terms of this letter do not amend the terms of the VPA except as
explicitly stated herein. All the other terms of the VPA remain in full force
and effect. GEI agrees that WebLink Wireless' failure to meet the terms set
forth herein will not by itself constitute a default under that portion of
Section 8.1(f) of the Promissory Note that pertains to Weblink Wireless' default
of any agreement between Weblink Wireless and GEI. For avoidance of doubt, the
parties agree that the preceding sentence should not be construed, and shall not
in any way modify, the rights and remedies available to GEI associated with
Weblink Wireless' default in its performance of its obligations with any other
lender as set forth in Section 8.1 (f) (e.g., if Weblink Wireless' failure to
comply with its obligations hereunder causes Weblink Wireless to be in default
with its agreement with such other lender, then such would constitute an Event
of Default under the Promissory Note). Furthermore, except as explicitly
provided and then only to the extent provided herein, nothing herein shall
restrict or otherwise limit GEI's right to pursue any and all remedies available
at law or equity to enforce its rights under this letter agreement, the
Promissory Note and/or the VPA.



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If you agree to the above, please countersign below.

Sincerely yours,



John R. Hauge
Chief Financial Officer


Acknowledged and Agreed to by:


Name:
     ------------------------
Title:
      -----------------------
Date:
     ------------------------