<PAGE>


                     AMENDMENT NO. 1 TO CREDIT AGREEMENT


     This Amendment No. 1 to Credit Agreement (this "Amendment") is entered
into as of September 30, 1996 by and among PRONET INC., a Delaware corporation
(the "Borrower"), each of the Subsidiaries listed on the signature pages
hereto, THE FIRST NATIONAL BANK OF CHICAGO, individually and as agent
("Agent"), and the other financial institutions signatory hereto.

                                   RECITALS

     A.    The Borrower, the Agent and the Lenders are party to that certain
Second Amended and Restated Credit Agreement dated as of June 14, 1996 (as from
time to time amended, supplemented or otherwise modified, the "Credit
Agreement"; capitalized terms used but not otherwise defined herein have the
respective meanings ascribed thereto in the Credit Agreement).

     B.    Certain Subsidiaries of the Borrower have each guaranteed the
Obligations of the Borrower under the Credit Agreement.

     C.   The Borrower has recently disclosed certain financial information to
the Agent and the Lenders relating to the impact on the Borrower's financial
condition of certain price-reduction incentive arrangements entered into by the
Borrower with resellers of its Paging Services, as more fully detailed in Annex
A prepared by the Company and attached hereto ("Annex A").

     D.   As of the date hereof, certain shareholders who purchased common
stock of the Borrower pursuant to a common stock offering consummated by the
Borrower on May 30, 1996 (the "Offering") have instituted various litigation
(collectively, the "Shareholder Litigation") against the Borrower and other
defendants seeking unspecified damages on behalf of all purchasers of the
Borrower's common stock pursuant to the Offering, which Shareholder Litigation
is more fully described in Annex A.

     E.   Pursuant to Section 4.2(ii) of the Credit Agreement, the Borrower is
required, in connection with any Advance thereunder, to affirm that the
representations and warranties contained in Article V of the Credit Agreement
are true and correct as of the Borrowing Date with respect to such Advance.

     F.   As a result of the financial information and other matters disclosed
in Annex A, including without limitation the Shareholder Litigation (i) the
Borrower is not able to so affirm the representation and warranty set forth in
the first sentence of Section 5.7 of the Credit Agreement or to confirm the
Borrower's ongoing ability to comply with the financial covenants set forth in
the Credit Agreement, and (ii) the Lenders do not, as of the date hereof, have
sufficient information to determine whether the Borrower is able to so affirm
the representation and warranty set forth in Section 


<PAGE>

5.5 of the Credit Agreement.  As a consequence, since the occurrence of the 
events outlined above, the Borrower has been required to obtain waivers from 
the Required Lenders of the conditions precedent set forth in Section 4.2 of 
the Credit Agreement to each Advance on each Borrowing Date.

     G.   The Borrower, the Agent and the Lenders wish to amend the Credit
Agreement on the terms and conditions set forth below in order to (a) address
the uncertainty arising from the existence of the Shareholder Litigation, (b)
avoid the need for repeated waivers of the conditions precedent set forth in
Section 4.2 of the Credit Agreement in connection with each Advance requested
under the Credit Agreement during the pendency of the Shareholder Litigation,
and  (c) effect other modifications to the Credit Agreement as described
herein.

     Now, therefore, in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:

          1.   AMENDMENT TO CREDIT AGREEMENT.  Upon the "First Amendment
Effective Date" (as defined below), the Credit Agreement shall be amended as
follows:

               (a)  ARTICLE I of the Credit Agreement is amended by inserting
     the following additional defined terms in proper alphabetical order:

                    "'First Amendment' means that certain Amendment No. 1
          to Credit Agreement dated as of September 30, 1996 by and among
          the Borrower, the Agent and the Lenders.

                    'First Amendment Effective Date' has the meaning
          assigned to such term in the First Amendment.

                    'Georgialina Acquisition' means the Acquisition of all
          of the stock of  Georgialina Communication Company and all of
          the assets of Tele-Page, Inc. by Contact Communications Inc.,
          pursuant to the Stock Purchase Agreement among Georgialina
          Communication Company, Tele-Page, Inc., William J. Coscioni,
          Anna Coscioni and Contact Communications Inc. dated as of June
          5, 1996 (as such agreement may be amended, modified or
          supplemented, so long as any such amendment, modification or
          supplement shall have been consented to by (a) the Agent, in the
          case of any amendments, modifications or supplements which are
          not materially disadvantageous to the Lenders, or (b) the
          Required Lenders, in all other cases).

                    'Litigation Liabilities' means, in respect of the
          Shareholder Litigation, any amounts which Borrower has paid, or
          has become legally obligated to pay, as the case may be, in
          connection with any such Shareholder Litigation, whether
          pursuant to a final, 


                                      -2-

<PAGE>

          nonappealable judgment, a judgment which is not stayed or appealed, 
          a negotiated settlement, or otherwise, but excluding attorneys fees 
          and disbursements.

                    'PacWest Acquisition' means, collectively: (a) the
          merger of Pac-West Telecomm, Inc. into Borrower pursuant to the
          Merger Agreement dated April 25, 1996 among Pac-West Telecomm,
          Inc., John K. LaRue, William E. Koch, Bay Alarm Company and
          Borrower; (b) the Acquisition of Strategic Products Corporation
          by Borrower pursuant to the Stock Purchase Agreement among
          Strategic Products Corporation, John K. LaRue, Keith Bushman and
          Borrower dated April 25, 1996; and (c) concurrently with or
          subsequent to the consummation of the transactions described in
          (a) and (b) above, the transfer by Borrower to Contact
          Communications Inc. of the assets of Pac-West Telecomm, Inc. and
          Strategic Products Corporation acquired pursuant to the
          transactions described in (a) and (b) above (PROVIDED that the
          Merger Agreement and the Stock Purchase Agreement described in
          (a) and (b) above may be amended, modified or supplemented, so
          long as any such amendments, modifications or supplements shall
          have been consented to by (a) the Agent, in the case of any
          amendments, modifications or supplements which are not
          materially disadvantageous to the Lenders, or (b) the Required
          Lenders, in all other cases).

                    "'Shareholder Litigation' means the litigation
          described on Schedule "4" hereto, together with any additional
          litigation which may be commenced against the Borrower alleging
          or based upon substantially the same set of facts, and setting
          forth substantially the same causes of action, as the litigation
          described in Schedule "4" as of the First Amendment Effective
          Date."

               (b)  The definition of "Interest Expense" in Article I is
     amended in its entirety to read as follows:

                    "'Interest Expense' means, for any period of
          calculation, all interest, whether paid in cash or accrued as a
          liability, on Indebtedness during such period (including imputed
          interest on Capitalized Lease Obligations), all calculated for
          such period for the Borrower and its Subsidiaries on a
          consolidated basis in accordance with Agreement Accounting
          Principles consistently applied."

               (c)  The definition of "Permitted Acquisition" in ARTICLE I  is
     amended in its entirety to read as follows:


                                      -3-

<PAGE>

                         "'Permitted Acquisition' means, at any time of
          determination, any Acquisition by the Borrower or any Subsidiary
          of a business or entity (other than a PCS Entity) deriving at
          least 80% of its net revenues from Paging Services with respect
          to which each of the following requirements is then met:

                    (i)  Such Acquisition has been approved and
               recommended by the board of directors of the entity to
               be acquired;

                    (ii) (a) the aggregate consideration, including,
               without limitation, the purchase price therefor and any
               assumption of debt (other than accounts payable and
               deferred revenue obligations arising in the ordinary course
               of business) for such Acquisition (singly or together with
               a group of related Acquisitions (but specifically excluding
               the PacWest Acquisition and the Georgialina Acquisition))
               is equal to or less than $20,000,000 individually (or
               $40,000,000 in the aggregate for all such Permitted
               Acquisitions from and after the First Amendment Effective
               Date) and, prior to giving effect to such Acquisition, the
               Total Leverage Ratio is equal to or less than 5.00:1.00 or
               (b) the Borrower has obtained the prior written consent of
               the Required Lenders to such Acquisition and such
               Acquisition is consummated on terms and conditions
               satisfactory to the Required Lenders;

                    (iii) The Borrower, such Subsidiary and/or
               the entity to be acquired, as appropriate, shall have
               furnished to the Agent, no later than five (5)
               Business Days following the consummation of such
               Acquisition, such documents as shall be required
               pursuant to Section 2.19; and

                    (iv) Prior to and after giving effect to such
               Acquisition, no Default or Unmatured Default shall
               exist.

               Notwithstanding the foregoing, the PacWest Acquisition and the
          Georgialina Acquisition shall each constitute a Permitted Acquisition
          so long as the criteria set forth in clauses (i), (iii) and (iv)
          above are satisfied at the time such Acquisitions are consummated, or
          within five (5) Business Days thereafter, as applicable."

               (d)  The definition of "Pro Forma Interest Expense" in ARTICLE I
     is amended in its entirety to read as follows:


                                      -4-

<PAGE>

                    "'Pro Forma Interest Expense' means, as at any date of
          determination, the product of (i) average Indebtedness
          outstanding for the first four complete consecutive fiscal
          quarters ending after such date of determination times (ii) the
          weighted average of the interest rates on Indebtedness in effect
          on such date of determination, all calculated for the Borrower
          and its Subsidiaries on a consolidated basis in accordance with
          Agreement Accounting Principles consistently applied."

               (e)  The definition of "Subordinated Indebtedness" in ARTICLE I
     is amended in its entirety to read as follows:

                    "'Subordinated Indebtedness' of a Person means,
          collectively, (i) with respect to the Borrower, the 1995 Senior
          Subordinated Indebtedness and (ii) with respect to the Borrower
          or any other Person, any other Indebtedness (the incurrence or
          issuance of which has been consented to by the Required Lenders,
          in the case of the Borrower) of such Person which is
          subordinated in right of payment to the Secured Obligations
          pursuant to a written agreement in form and substance
          satisfactory to the Required Lenders."

               (f)  The definition of "Total Leverage Ratio" in ARTICLE I  is
     amended in its entirety to read as follows:

                    "'Total Leverage Ratio' means, as at any date of
          determination thereof, the ratio of (i) (a) all Indebtedness
          (including Subordinated Indebtedness) outstanding as at such
          date of determination minus (b) so long as, on such date of
          determination, no Default or Unmatured Default shall exist and
          no Advances shall be outstanding hereunder, cash on hand in
          excess of $1,000,000 to (ii) Annualized Operating Cash Flow as
          at such date of determination, all calculated for the Borrower
          and its Subsidiaries on a consolidated basis in accordance with
          Agreement Accounting Principles consistently applied."

               (g)  Subsections (iii), (iv) and (v) of SECTION 2.2 are amended
     in their entirety to read as follows:

          "(iii) Concurrently with the consummation of any
                 Significant Sale by the Borrower or any of its Subsidiaries
                 (which Significant Sale shall have been consented to by the
                 Required Lenders) or on such later date as the Required
                 Lenders shall specify, the Borrower shall make a mandatory
                 payment on the Advances outstanding in such 


                                      -5-

<PAGE>

               amount as the Required Lenders shall specify not in excess of 
               100% (or, in the case of a Significant Sale of non-paging 
               assets, 50%) of the Net Cash Proceeds realized by the Borrower 
               or such Subsidiary from such Significant Sale, such payment to 
               be applied as specified in clause (1) or clause (2), as 
               applicable, of Section 2.2(vi)(b), PROVIDED that the foregoing 
               mandatory payment shall not be required in connection with any 
               Significant Sale if specifically waived in writing by the 
               Required Lenders prior to the consummation of such sale.

          (iv) Concurrently with the incurrence or issuance of
               any Subordinated Indebtedness of the Borrower (which
               incurrence or issuance shall have been consented to by the
               Required Lenders) or on such later date as the Required
               Lenders shall specify, the Borrower shall make a mandatory
               payment on the Advances outstanding in such amount as the
               Required Lenders shall specify not in excess of 100% of the
               Net Cash Proceeds realized by the Borrower or such
               Subsidiary from such incurrence or issuance, such payment
               to be applied as specified in clause (1) or clause (2), as
               applicable, of Section 2.2(vi)(c); PROVIDED that the
               foregoing mandatory payment shall not be required (1) if,
               after giving effect to the issuance or incurrence of such
               Subordinated Indebtedness, the Total Leverage Ratio,
               calculated on a PRO FORMA basis as of the date of such
               issuance or incurrence, is equal to or less than 4.5:1.0,
               or (2) if specifically waived in writing by the Required
               Lenders prior to the issuance or incurrence of such
               Subordinated Indebtedness.

          (v)  On the Reduction Date in respect of any Equity
               Issuance or on such later date as the Required Lenders
               shall specify, the Borrower shall make a mandatory payment
               on the Advances outstanding in an amount equal to the
               Reduction Amount in respect of such Equity Issuance (or
               such lesser amount as the Required Lenders shall specify),
               such payment to be applied as specified in Section
               2.2(vi)(a)(1), in the case of any Reduction Date occurring
               prior to the Facility B Revolving Credit Termination Date,
               or as specified in Section 2.2(vi)(a)(2), in the case of
               any Reduction Date occurring from and after the Facility B
               Revolving Credit Termination Date.  Notwithstanding
               anything in this Agreement to the contrary (x) the Borrower
               agrees that, promptly upon receipt thereof, the Net Cash
               Proceeds realized from any Equity Issuance will be used by
               the Borrower first (before being used for any other
               purpose) 


                                      -6-

<PAGE>

               to cure any breach of Section 6.4.2 or Default resulting 
               therefrom which may exist at the time of the realization of 
               such Net Cash Proceeds; and (y) the mandatory payment pursuant 
               to this Section 2.2(v) shall not be required (1) if, after 
               giving effect to such Equity Issuance, the Total Leverage 
               Ratio, calculated on a pro forma basis as of the date of such 
               issuance, is equal to or less than 4.5:1.0, or (2) if 
               specifically waived in writing by the Required Lenders prior 
               to the applicable Reduction Date."

               (h)  The Applicable Margin table set forth in SECTION 2.4(ii) is
     amended in its entirety to read as follows:

                                    Applicable Margin        Applicable Margin
             "Total                 for Floating             for Eurodollar
          Leverage Ratio            Rate Advances            Advances
          --------------            -----------------        -----------------
          Greater than
          5.75:1.0                       1.50%                      2.75%

          Less than or
          equal to 5.75:1.0
          but greater than
          5.5:1.0                        1.25%                      2.50%

          Less than or
          equal to 5.5:1.0
          but greater than
          5.0:1.0                       1.125%                     2.375%

          Less than or equal
          to 5.0:1.0 but greater
          than 4.5:1.0                   1.00%                      2.25%


          Less than or equal
          to 4.5:1.0 but greater
          than 4.0:1.0                    .75%                      2.00%

          Less than or equal
          to 4.0:1.0 but greater
          than 3.5:1.0                    .50%                      1.75%

          Less than or equal
          to 3.5:1.0 but greater
          than 3.0:1.0                    .25%                      1.50%


                                      -7-

<PAGE>

          Less than or equal
          to 3.0:1.0 but greater
          than 2.5:1.0                      0%                      1.25%

          Less than or equal
          to 2.5:1.0                        0%                      1.00%"

               (i)  The third sentence of SECTION 2.15 is amended in its
     entirety to read as follows:

          "Each Lender shall notify the Agent, not later than eleven
          months after receipt of notice from the Borrower pursuant to
          Section 6.1(x) in respect of any Equity Issuance, as to whether
          or not such Lender elects to approve a mandatory payment in
          respect of such Equity Issuance pursuant to Section 2.2(v) of
          less than 100% of the applicable Reduction Amount and, if so,
          the minimum acceptable prepayment percentage."

               (j)  SECTION 4.2 is amended by inserting a new clause (v) as
     follows:

          "(v) The Borrower has delivered a certificate to the Agent,
               on behalf of the Lenders, certifying that no portion of
               such Advance shall be used to pay Litigation Liabilities
               in excess of the amount set forth in the notice referred to
               in Sections 5.5 and 5.7 (or, if applicable, the amount set
               forth in the letter agreement referred to in Section
               6.24)."

               (k)  SECTION 5.5 is amended in its entirety to read as follows:

                    "5.5. MATERIAL ADVERSE CHANGE.  Since December 31,
          1995, there has been no change in the business, Property,
          prospects, condition (financial or otherwise) or results of
          operations of the Borrower and its Subsidiaries which could
          reasonably be expected to have a Material Adverse Effect,
          PROVIDED that the Shareholder Litigation shall not be deemed to
          constitute an event having a Material Adverse Effect unless the
          aggregate Litigation Liabilities which the Borrower has paid, or
          has become legally obligated to pay, in connection therewith
          (excluding any portion thereof actually paid or payable by any
          insurance carrier pursuant to any D&O insurance policies) exceed
          in the aggregate the amount set forth in that certain notice
          dated as of the First Amendment Effective Date delivered by the
          Agent to the Borrower and its Subsidiaries (as from time to time
          replaced or superceded by any subsequent notice given by the
          Agent, on behalf of the Lenders, to the Borrower and its
          Subsidiaries) or, if 


                                      -8-

<PAGE>

          applicable, the amount set forth in the letter agreement referred
          to in Section 6.24 (which notice and agreement shall each be 
          expressly subject to the terms of Section 9.16)."

               (l)  Section 5.7 is amended in its entirety to read as follows:

                    "5.7.  LITIGATION AND CONTINGENT OBLIGATIONS.
          Except as set forth on Schedule "3" hereto,  there is no
          litigation, arbitration, governmental investigation, proceeding
          or inquiry pending or, to the knowledge of any of their
          officers, threatened against or affecting the Borrower or any of
          its Subsidiaries which could reasonably be expected to have a
          Material Adverse Effect.  Other than any liability incident to
          the Shareholder Litigation or the matters disclosed on Schedule
          "3", the Borrower has no material contingent obligations not
          provided for or disclosed in the financial statements referred
          to in Section 5.4, or in other public documents filed by
          Borrower with the Securities and Exchange Commission (so long as
          copies of such other public documents have been delivered to the
          Lenders by the Borrower promptly upon the filing thereof  in
          accordance with Section 6.1(ix)).  Notwithstanding the
          foregoing, the Shareholder Litigation shall not be deemed to
          constitute litigation which could reasonably be expected to have
          a Material Adverse Effect unless the aggregate Litigation
          Liabilities which the Borrower has paid, or has become legally
          obligated to pay, in connection therewith (excluding any portion
          thereof actually paid or payable by any insurance carrier
          pursuant to any D&O insurance policies) exceed in the aggregate
          the amount set forth in that certain notice dated as of the
          First Amendment Effective Date delivered by the Agent to the
          Borrower and its Subsidiaries (as from time to time replaced or
          superceded by any subsequent notice given by the Agent, on
          behalf of the Lenders, to the Borrower and its Subsidiaries) or,
          if applicable, the amount set forth in the letter agreement
          referred to in Section 6.24 (which notice and agreement shall
          each be expressly subject to the terms of Section 9.16)."

               (m)  SECTION 6.1 is amended by inserting clause (xiii) as
     follows:

                    "(xiii) Written reports with respect to the status of
          the Shareholder Litigation, which reports shall be delivered as
          soon as possible and in any event within three (3) Business Days
          following the occurrence of any material development or other
          change in the status of any such litigation."

               (n)  SECTION 6.4.1 is amended in its entirety to read as
     follows:



                                    -9-

<PAGE>

                    "6.4.1. TOTAL LEVERAGE RATIO:  The Borrower and its
          Subsidiaries will maintain, on a consolidated basis as at the
          last day of each fiscal quarter ending during the periods set
          forth below, a Total Leverage Ratio not greater than the ratio
          set forth below opposite each such period:

                               Period                        Ratio
                               -------                       -----

                    First Amendment Effective              5.75:1.00
                    Date through 6/30/97

                    7/1/97 through 12/31/97                5.50:1.00

                    1/1/98 through 6/30/98                 5.00:1.00

                    7/1/98 through 12/31/98                4.50:1.00

                    1/1/99 through 6/30/99                 4.00:1.00

                    7/1/99 through 12/31/99                3.50:1.00

                    1/1/00 and thereafter                  3.00:1.00

               Notwithstanding the foregoing, if the PacWest Acquisition
               and the Georgialina Acquisitions are completed prior to 
               September 30, 1996, the Total Leverage Ratio for the period
               from the First Amendment Effective Date through September 29,
               1996 shall be 5.90:1.00."

               (o)  SECTION 6.4.3 is amended in its entirety to read as
          follows:

                    "6.4.3.  PRO FORMA DEBT SERVICE RATIO:  The Borrower
          and its Subsidiaries will maintain, on a consolidated basis as
          at the last day of each fiscal quarter, a Pro Forma Debt Service
          ratio not less than the ratio set forth below opposite each such
          period:

                             Period                   Ratio
                    ------------------------         ---------
                    Amendment Effective Date         1.25:1.00
                    through 9/30/96

                    10/1/96 through 12/31/96         1.40:1.00

                    1/1/97 and thereafter            1.50:1.00"



                                   -10-

<PAGE>

               (p)  SECTION 6.11 is amended in its entirety to read as follows:

                    "6.11.  DIVIDENDS.  The Borrower will not, nor will
          it permit any Subsidiary to, declare or pay any dividends on its
          capital stock (other than dividends payable in its own capital
          stock) or redeem, repurchase or otherwise acquire or retire any
          of its capital stock at any time outstanding, except (i)
          dividends declared and paid by any Subsidiary to the Borrower or
          to a Wholly-Owned Subsidiary, and (ii) so long as no Default or
          Unmatured Default has occurred and is continuing or will result
          therefrom, redemptions by the Borrower of any capital stock
          issued as payment of all or any portion of the deferred purchase
          price for any Permitted Acquisition  (other than the Acquisition
          of the assets of Carrier Paging Systems, Inc.)."

               (q)  SECTION 6.17(x) is amended in its entirety to read as
     follows:

          "(x) That certain PCS Investment in an aggregate amount of 
               $100,000 made by Borrower in PageLink, Inc. prior
               to the First Amendment Effective Date, and other PCS
               Investments, so long as the Required Lenders have given
               prior written consent to such other PCS Investments and
               such PCS Investments are made pursuant to terms and
               conditions satisfactory to the Required Lenders."

               (r)  SECTION 6.17(xii) is amended in its entirety to read as
     follows:

          "(x) Acquisitions of assets related to, or a business or entity
               engaged in, lines of business other than Paging Services, 
               so long as the Required Lenders have given prior written
               consent to such other lines of business and to such
               Acquisition, and such Acquisition is consummated pursuant
               to terms and conditions satisfactory to the Required
               Lenders."

               (s)  SECTION 6.19(ix) is amended in its entirety to read as
     follows:

         "(ix) Claims in respect of escrowed funds deposited in connection 
               with any Permitted Acquisition."

               (t)  SECTION 6.22 is amended in its entirety to read as follows:



                                   -11-

<PAGE>

                    "6.22.  SUBORDINATED INDEBTEDNESS.  The Borrower
          will not, and will not permit any Subsidiary to, make any
          amendment or modification to the indenture, note or other
          agreement evidencing or governing any Subordinated Indebtedness,
          or directly or indirectly voluntarily prepay, defease or in
          substance defease, purchase, redeem, retire or otherwise
          acquire, any Subordinated Indebtedness."

               (u)  ARTICLE 6 is amended by inserting a new Section 6.24 as
     follows:

                    6.24.  LETTER AGREEMENT.  If requested by Agent or any
          Lender at any time from and after the First Amendment Effective
          Date, Borrower shall, and shall cause each of its Subsidiaries
          to, execute and deliver that certain letter agreement in the
          form attached as Exhibit "A" to the First Amendment.

               (v)  SECTION 8.2(iii) is amended in its entirety to read as
     follows:

          "(iii) Extend the Facility B Revolving Credit
                 Termination Date or the Facility Termination Date, or
                 reduce the amount or extend the payment date for, the
                 mandatory payments required under Section 2.2 (provided
                 that the foregoing shall not be construed as requiring the
                 consent of all Lenders to waive or delay any mandatory
                 payment under Section 2.2(iii), (iv) or (v), which waiver
                 or consent to delay shall be effective if consented to by
                 the Required Lenders), or increase the amount of any
                 Commitment of any Lender hereunder, or permit the Borrower
                 or any Subsidiary to assign its rights under any
                 Transaction Document."

               (w)  SECTION 10.1 is amended by inserting the following as the
     last sentence of such section:

          "Each of the Lenders further authorizes the Agent to
          execute and deliver on behalf of such Lender (a) that certain
          notice to the Borrower and its Subsidiaries dated as of the
          First Amendment Effective Date referred to in Sections 5.5 and
          5.7 hereof, and (b) if applicable, the letter agreement referred
          to in Section 6.24 (which notice and agreement shall each be
          binding on such Lender and shall be expressly subject to the
          terms of Section 9.16)."

               (x)  SECTION 12.2.2 is amended in its entirety to read as
     follows:



                                   -12-

<PAGE>

                    "12.2.2.  VOTING RIGHTS.  Each Lender shall retain the
          sole right to approve, without the consent of any Participant,
          any amendment, modification or waiver of any provision of the
          Transaction Documents, other than any amendment, modification or
          waiver with respect to any Loan or Commitment in which such
          Participant has an interest which forgives principal, interest
          or fees or reduces the interest rate or fees payable with
          respect to any such Loan or Commitment, postpones any date fixed
          for any  regularly-scheduled payment of principal (including,
          without limitation, any payment of principal required to be made
          pursuant to Section 2.2 (i) or (ii), or, if not waived or
          delayed by the Required Lenders, Section 2.2 (iii), (iv) or (v))
          of, or interest or fees on, any such Loan or Commitment,
          releases any guarantor of any such Loan or releases any
          substantial portion of the collateral, if any, securing any such
          Loan."

               (y)  In order to reflect the Commitments of each of the Lenders
     as of the First Amendment Effective Date, the respective amounts of the
     Facility A Commitment and Facility B Commitment of each of the Lenders set
     forth on the signature pages to the Credit Agreement are hereby deleted in
     their entirety and shall be replaced with the respective amounts of such
     Commitments of each such Lender set forth on the signature pages to this
     First Amendment.

               (z)  The calculation of the Total Leverage Ratio set forth in
     Schedule I to Exhibit "C" is amended by deleting, in item (i) thereof, the
     phrase "(including Subordinated Indebtedness other than any portion of the
     principal of the 1996 Senior Subordinated Indebtedness held in the
     Teletouch Escrow)" and inserting the phrase "(including Subordinated
     Indebtedness)" in substitution therefor.

               (aa) Schedule "4" to the Credit Agreement is deleted in its
     entirety and is replaced by Schedule "4" attached to this Amendment.

          2.   REPRESENTATIONS AND WARRANTIES OF THE BORROWER.  The Borrower
represents and warrants that:

          (a)  The execution, delivery and performance by the Borrower of this
          Amendment have been duly authorized by all necessary corporate action
          and this Amendment is a legal, valid and binding obligation of the
          Borrower enforceable against it in accordance with its terms, except
          as the enforcement thereof may be subject to (i) the effect of any
          applicable bankruptcy, insolvency, reorganization, moratorium or
          similar law affecting creditors' rights generally and (ii) general
          principles of equity (regardless of whether such enforcement is
          sought in a proceeding in equity or at law);



                                   -13-

<PAGE>

          (b)  After giving effect to this Amendment, each of the
          representations and warranties contained in the Credit Agreement is
          true and correct in all material respects on and as of the date
          hereof as if made on the date hereof; and

          (c)  After giving effect to this Amendment, no Default or Unmatured
          Default has occurred and is continuing.

          3.   CONDITIONS PRECEDENT.  The First Amendment Effective Date shall
not occur, and this Amendment shall be of no force and effect, until the Agent
shall have received duly executed copies (including sufficient copies for each
of the Lenders) of each of the following:

          (a)  This Amendment, executed by the Borrower, each of the
          Subsidiaries listed on the signature pages hereto and each of the
          Lenders.

          (b)  A certificate from the Secretary or an Assistant Secretary of
          the Borrower and each Subsidiary stating that there have been no
          changes to the respective Certificates of Incorporation or Bylaws of
          such Person since the Restructuring Date.

          (c)  A written opinion of Haynes and Boone, L.L.P., special counsel
          for the Borrower and its Subsidiaries, addressed to the Lenders in
          substantially the form of Exhibit "B" to this Amendment.

          (d)  Facility A Notes and Facility B Notes payable to the order of
          each of the Lenders based on each such Lender's Commitments after
          giving effect to this Amendment.

          (e)  Evidence satisfactory to the Lenders and their respective
          counsel that the Borrower shall have made all filings and
          registrations and obtained all Authorizations, if any, which are or
          may be required prerequisites to the validity, enforceability or non-
          voidability of this Amendment.

          (f)  The Borrower shall have paid such fees as shall be payable to
          the Agent and to First Chicago Capital Markets, Inc. on or prior to
          the First Amendment Effective Date pursuant to the amended and
          restated letter agreement dated September 30, 1996.

          (g)  The Borrower and its Subsidiaries shall have acknowledged, in
          writing, receipt of that certain notice dated as of the First
          Amendment Effective Date delivered by the Agent, on behalf of the
          Lenders, to the Borrower and its Subsidiaries in respect of the
          Shareholder Litigation.

          (h)  Such other documents as any Lender or its counsel may have
          reasonably requested.



                                   -14-

<PAGE>

The date on which each of the foregoing conditions precedent has been met is
referred to herein as the "First Amendment Effective Date".  Notwithstanding
the foregoing, in the event the First Amendment Effective Date has not occurred
on or before October 31, 1996, this Amendment shall not become operative and
shall be of no force or effect.

          4.   REAFFIRMATION OF GUARANTIES.  The Subsidiaries listed on the
signature pages hereto (a) consent to the terms and provisions of this
Amendment, (b) reaffirm their obligations under the Subsidiary Guaranty, and
(c) confirm that the Subsidiary Guaranty and the Subsidiary Security Agreement
remains in full force and effect with respect to the Credit Agreement
notwithstanding the amendments provided for herein.

          5.   REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.

     (a)  Except as specifically amended above, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.

     (b)  The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Agent or any Lender
under the Credit Agreement or any Loan Document, nor constitute a waiver of any
provision of the Credit Agreement or any Loan Document, except as specifically
set forth herein.  Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of similar import shall mean and be a reference to the Credit Agreement
as amended hereby.  Without limitation of the foregoing: (i) the notice
referred to in Sections 5.5 and 5.7 of the Credit Agreement (as amended hereby)
is limited to the express circumstances described in the recitals hereto
(including Annex A) and is further limited solely to the Borrower's ability to
remake and reaffirm the representations and warranties set forth in Sections
5.5 and 5.7 during the pendency of the Shareholder Litigation; and (ii) nothing
contained herein shall be construed as, or shall constitute, a waiver of any
other condition precedent or any other term or requirement under the Credit
Agreement or any of the other Transaction Documents, including without
limitation (A) any other requirement that representations or warranties under
the Credit Agreement be remade or reaffirmed at any time, or (B) any Default or
Unmatured Default that may at any time occur or be continuing, even if such
Default or Unmatured Default arises as a result of the payment of Litigation
Liabilities in an amount less than the amount set forth in the notice referred
to in Sections 5.5 and 5.7 of the Credit Agreement (or, if applicable, the
amount set forth in the letter agreement referred to in Section 6.24 of the
Credit Agreement).

          6.   COSTS AND EXPENSES.

     (a)  The Borrowers hereby affirm their obligation under Section 9.7 of the
Credit Agreement to reimburse the Agent for all reasonable costs, internal
charges and out-of-pocket expenses paid or incurred by the Agent in connection
with the preparation, 



                                   -15-

<PAGE>

negotiation, execution and delivery of this Amendment, including but not 
limited to the attorneys' fees and time charges of attorneys for the Agent 
with respect thereto.

          7.   GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

          8.   HEADINGS.  Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purposes.

          9.   COUNTERPARTS.  This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.



                                   -16-

<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.


                                       PRONET INC.

                                       By: 
                                           -----------------------------------
                                           Jan Gaulding
                                           Senior Vice President

                                       BEEPERS TO GO, INC.
                                       CONTACT COMMUNICATIONS OF 
                                           MASSACHUSETTS, INC.
                                       CONTACT COMMUNICATIONS OF 
                                           PENNSYLVANIA, INC.
                                       CONTACT COMMUNICATIONS, INC.
                                       ELECTRONIC TRACKING SYSTEMS, INC.
                                       PROFESSIONAL COMMUNICATIONS
                                           SYSTEMS, INC.
                                       THE MESSAGE EXPRESS, INC.
                                       CONTACT COMMUNICATIONS INC.
                                       METROPOLITAN HOUSTON PAGING
                                           SERVICES, INC.
                                       A. G. R. ELECTRONICS, INC.
                                       PRONET SUBSIDIARY, INC.

                                       By: 
                                           -----------------------------------
                                           Jan Gaulding
                                           Vice President - Finance of each of
                                             the foregoing corporations

COMMITMENTS

Facility A Commitment:                 THE FIRST NATIONAL BANK OF CHICAGO,

     $10,833,333.00                          Individually and as Agent

                                       By: 
                                           -----------------------------------
Facility B Commitment:                     C. Mark Hedrick
     $54,166,667.00                        Vice President




                                   -17-

<PAGE>

Facility A Commitment:                 WELLS FARGO BANK (TEXAS), 
     $5,833,333.67                         NATIONAL ASSOCIATION

Facility B Commitment:                 By:
     $29,166,666.33                    Print Name:
                                       Title:


Facility A Commitment:                 UNION BANK OF CALIFORNIA, N.A.
     $4,166,666.67
                                       By:
                                           ----------------------------------
Facility B Commitment:                 Print Name:
     $20,833,333.33                    Title:



Facility A Commitment:                 LEHMAN COMMERCIAL PAPER INC.
     $4,166,666.67                     By:
                                       Print Name:
Facility B Commitment:                 Title:
     $20,833,333.33



                                   -18-

<PAGE>

                 EXHIBIT "A" TO FIRST AMENDMENT



                                        ________________, 199_

ProNet Inc.
600 Data Drive, Suite 100
Plano, Texas  75075
Attention: Ms. Jan Gaulding
           Senior Vice President

Each of the Subsidiaries listed
 on the signature page hereto

   RE: LETTER AGREEMENT--SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Gentlemen/Ladies:

     Reference is made to that certain Second Amended and Restated Credit 
Agreement dated as of June 14, 1996 (as amended from time to time, the 
"Credit Agreement") among ProNet Inc. (the "Borrower"), The First National 
Bank of Chicago, individually and as agent (the "Agent") and the other 
lenders (the "Lenders") party thereto. Capitalized terms used but not 
otherwise defined herein have the respective meanings ascribed thereto in the 
Credit Agreement. This letter agreement constitutes the letter agreeement 
referred to in Section 6.24 of the Credit Agreement.

     By execution of this letter agreement, the Borrower and its Subsidiaries 
and the Agent, on behalf of the Lenders hereby agree that, for purposes of 
Sections 5.5 and 5.7 of the Credit Agreement, the maximum aggregate 
Litigation Liabilities which the Borrower may pay, or become legally 
obligated to pay, in connection with the Shareholder Litigation (excluding 
any portion thereof actually paid or payable by any insurance carrier 
pursuant to any D&O insurance policies) without causing a breach of the 
representations and warranties set forth in Sections 5.5 and 5.7 is 
$____________; [INSERT AMOUNT IN EFFECT AS OF THE DATE OF THIS LETTER 
AGREEMENT PURSUANT TO THE MOST RECENT NOTICE DELIVERED PURSUANT TO SECTIONS 
5.5 AND 5.7] PROVIDED that the Agent and the Lenders reserve the right in 
their sole discretion to decrease such amount if such decrease is deemed to 
be warranted based on the financial condition or results of operations of the 
Borrower.  Any determination to effect any such decrease shall be evidenced 
by the execution and delivery of a subsequent letter agreement among the 
Agent, on behalf of the Lenders, the Borrower and its Subsidiaries.  The 
parties hereto further agree that the amount set forth above has been 
determined based on the Lenders' credit analysis of the Borrower and its 
Subsidiaries in light of the circumstances outlined in the First Amendment 
and does not represent, and should not be construed as, an assessment or 
judgment by the Borrower and its Subsidiaries or the Lenders as to the merits 
or likely outcome of the Shareholder Litigation.

<PAGE>

     This letter agreement supersedes any and all prior versions hereof or
thereof related to the subject matter hereof.  This letter agreement may only
be amended by a writing signed by all parties hereto.  IF THIS LETTER
AGREEMENT, OR ANY ACT, OMISSION OR EVENT HEREUNDER OR THEREUNDER, BECOMES THE
SUBJECT OF A DISPUTE, THE BORROWER, ITS SUBSIDIARIES, THE AGENT AND THE LENDERS
EACH HEREBY WAIVE TRIAL BY JURY.  THIS LETTER AGREEMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

                              Sincerely,

                              THE FIRST NATIONAL BANK OF CHICAGO,
                                  INDIVIDUALLY AND AS AGENT

                              By:

                              Title:

ACCEPTED AND AGREED TO this
____ day of __________, 199_ by
PRONET INC.

By:  ______________________________
     Jan Gaulding, Senior Vice President

ACCEPTED AND AGREED TO this
____ day of ____________, 199_ by
BEEPERS TO GO, INC.
CONTACT COMMUNICATIONS OF MASSACHUSETTS, INC.
CONTACT COMMUNICATIONS OF PENNSYLVANIA, INC.
CONTACT COMMUNICATIONS, INC.
ELECTRONIC TRACKING SYSTEMS, INC.
PROFESSIONAL COMMUNICATIONS  SYSTEMS, INC.
THE MESSAGE EXPRESS, INC.
CONTACT COMMUNICATIONS INC.
METROPOLITAN HOUSTON PAGING SERVICES, INC.
A. G. R. ELECTRONICS, INC.
PRONET SUBSIDIARY, INC.

By:  ________________________________
     Jan Gaulding
     Vice President--Finance of each of the
           foregoing corporations


                                     -2-
<PAGE>

                 EXHIBIT "B" TO FIRST AMENDMENT

                       OPINION OF COUNSEL

                          See Attached




































                                     -3-
<PAGE>

                          SCHEDULE "4"

                     SHAREHOLDER LITIGATION

                          See Attached

































                                      -4-
<PAGE>

                            ANNEX A

                          See Attached






























                                     -5-