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                                                                    EXHIBIT 10.2


                           NONCOMPETITION AGREEMENT


          This Noncompetition Agreement (the "Agreement") is entered into as of
July 29, 1996, by and between Teletouch Communications, Inc., a Delaware
corporation ("Teletouch")  and the former shareholders of Russell's
Communications, Inc. (d/b/a Louisiana Paging & Communications Co.), a Louisiana
corporation ("laPAGEco") listed on the signature pages hereof (individually, a
"Shareholder" and collectively, the "Shareholders").

                             W I T N E S S E T H:

          WHEREAS, Teletouch and the Shareholders are parties to that certain
Stock Purchase Agreement dated as of May 13, 1996, (the "Stock Purchase
Agreement") pursuant to which Teletouch will purchase all of the issued and
outstanding capital stock of laPAGEco; and

          WHEREAS, prior to the date hereof, the Shareholders owned all of the
issued and outstanding capital stock of laPAGEco; and

          WHEREAS, pursuant to the Stock Purchase Agreement, the execution and
delivery of this Agreement are to occur contemporaneously with the consummation
of the trans actions contemplated by the Stock Purchase Agreement;

          NOW, THEREFORE, in connection with the consummation of the
transactions contemplated by the Stock Purchase Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, the parties hereby agree as follows:

          1.   Agreement Not to Compete.
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               1.1.  Business of Company; Shareholders' Knowledge.  In
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connection with the business of laPAGEco, laPAGEco has developed and perfected
business plans and procedures, marketing plans and techniques and other
procedures, methods, and processes used in connection with its business, and has
also developed a list of clients and customers with significant repeat business,
all of which are critical to the financial success of 
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laPAGEco in part because of the specialized nature of the business and the
locales and markets serviced by laPAGEco. During each Shareholder's association
with laPAGEco as an officer, director, shareholder and/or employee, each
Shareholder has become familiar with the nature of laPAGEco's business, its
customers, and with the special techniques, procedures and methods previously
referenced.

               1.2.  Term and Restricted Activities.
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                     (a)  In consideration of the foregoing and the purchase of
          the stock of laPAGEco by Teletouch, each Shareholder hereby agrees
          that for the two (2) year period beginning on the date hereof (the
          "Term"), each Shareholder shall not, directly or indirectly, for his
          or her own account or for the account of others, as an officer,
          director, stockholder, owner, partner, employee, promoter, consultant,
          manager, advisor or otherwise, participate in the promotion,
          financing, ownership, or management of, any business which offers any
          of the same products or services presently offered by, or pursues any
          activities constituting or resembling the business of laPAGEco within
          all Parishes of the State of Louisiana and all counties in the State
          of Texas (collectively, the "Restricted Area"); provided, however,
          that the Shareholders may own collectively up to five percent (5%) of
          the outstanding publicly-held securities of a publicly-held
          corporation as a passive investment so long as no Shareholder
          participates in the management or control of such corporation.

                     (b)  Each Shareholder agrees during the Term not to solicit
          in any manner any business from any person or entity that was a
          customer of either of laPAGEco or is now or becomes a customer of
          Teletouch if such business involves providing any of the same or
          similar products or services in the Restricted Area as constituted the
          business of laPAGEco. Each Shareholder specifically acknowledges that
          laPAGEco's business is regional in scope and is currently contained in
          the Restricted Area. For a period of two (2) years, the Shareholders
          agree not to solicit the full-time employment of the current employees
          of Teletouch or those employees of laPAGEco who became employed by
          Teletouch after the purchase of the stock of laPAGEco by Teletouch in
          accordance with the Stock Purchase Agreement.

          2.   Payments to the Shareholders.  At the Closing (as such term is
               ----------------------------                          
defined in the 

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Stock Purchase Agreement) of the transactions contemplated in the Stock Purchase
Agreement, and on the date hereof, Teletouch has paid and the Shareholders have
accepted as full compensation for all covenants contained herein, the sum of
$100,000 paid by wire transfer to an account designated by laPAGEco which funds
are hereby allocated as set forth on the signature pages hereto.

          3.   Remedies.  In the event of a breach of a Shareholder's covenant
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not to compete, it is understood and agreed that Teletouch shall be entitled to
injunctive relief as well as any and all other applicable remedies at law and in
equity available to such party. The Shareholders are the recipients of
consideration under the Stock Purchase Agreement substantially in excess of the
consideration hereunder; the Shareholders therefore acknowledge that any damages
that Teletouch suffers due to a breach of this Agreement shall not be limited to
the consideration received hereunder. If a court of competent jurisdiction
should declare this covenant not to compete unenforceable, in whole or in part,
due to any unreasonable restriction of duration and/or geographical area, then
the parties hereto ack nowledge and agree that such a court of law or equity
shall have the express authority of the parties to this Agreement to reform this
covenant not to compete to a reasonable restriction and/or to grant Teletouch
any and all other relief, at law or in equity, reasonably necessary to protect
their respective interests. Each Shareholder expressly covenants and
acknowledges that he or she considers this restrictive covenant reasonable.

          4.   Notices.  Any notice, request, instruction, correspondence or
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other document to be given hereunder by either party to the other (herein
collectively called "Notice") shall be in writing and delivered in person or by
courier service requiring acknowledgment of receipt of delivery or mailed by
certified mail, postage prepaid and return receipt requested, or by telecopier,
as follows:

               If to the Shareholders, addressed to:

                     Mr. Ronald W. Dunham
                     310 Matthew Street
                     Denham Springs, Louisiana 70726

               If to Teletouch, addressed to:

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                     Teletouch Communications, Inc.
                     1000 Louisiana, Suite 600
                     Houston, Texas  77002
                     Attention:  Mr. Robert M. McMurrey
                     Telecopy:  (713) 650-3351

Notice given by personal delivery, courier service or mail shall be effective
upon actual receipt.  Notice given by telecopier shall be confirmed by
appropriate answer back and shall be effective upon actual receipt if received
during the recipient's normal business hours, or at the beginning of the
recipient's next business day after receipt if not received during the
recipient's normal business hours.  All Notices by telecopier shall be confirmed
promptly after transmission in writing by certified mail or personal delivery.
Any party may change any address to which Notice is to be given to it by giving
Notice as provided above of such change of address.

          5.   Governing Law.  The provisions of this Agreement shall be
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governed by and construed and enforced in accordance with the laws of the State
of Louisiana (excluding any conflicts-of-law rule or principle that might refer
same to the laws of another jurisdiction).

          6.   Entire Agreement; Amendments and Waivers.  This Agreement and the
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Stock Purchase Agreement constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersede all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties, and there are no warranties, representations or other
agreements between the parties in connection with the subject matter hereof
except as set forth specifically herein or contemplated hereby. No supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. The failure of a party to exercise any
right or remedy shall not be deemed or constitute a waiver of such right or
remedy in the future. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provision hereof (regardless
of whether similar), nor shall any such waiver constitute a continuing waiver
unless otherwise expressly provided.

          7.   Binding Effect and Assignment.  This Agreement shall be binding
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upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns. Neither this Agreement nor any of the rights,
benefits or obligations hereunder shall 

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be assigned, by operation of law or otherwise, by any of the Shareholders.
Teletouch may freely assign this Agreement without the consent of the
Shareholders. The Shareholders acknowledge that Teletouch has agreed to merge
into ProNet Inc., a Delaware corporation ("ProNet"), or a subsidiary of ProNet
and that ProNet may be the ultimate beneficiary of this Agreement. Nothing in
this Agreement, express or implied, is intended to confer upon any person or
entity other than the parties hereto and their respective permitted successors
and assigns, any rights, benefits or obligations hereunder.

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          IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first above written.

                                     TELETOUCH COMMUNICATIONS, INC.



                                     By:________________________________________
                                        Robert M. McMurrey
                                        Chairman and Chief Executive Officer


                                     SHAREHOLDERS:



                                     ___________________________________________
                                     Ron W. Dunham
                                     $50,000



                                     ___________________________________________
                                     Ron W. Dunham, as Attorney in Fact for
                                     Jacqueline R. Dunham
                                     $50,000

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