Exhibit 10.14

                     SECOND WAIVER AND AMENDMENT AGREEMENT

      This SECOND WAIVER AND AMENDMENT AGREEMENT (this "Agreement") is entered
into this _____ day of March, 1997 ("Effective Date"), by and among MOTOROLA,
INC., a Delaware corporation with offices at 1301 East Algonquin Road,
Schaumburg, Illinois 60196, by its Paging Division ("Motorola"), and PAGING
PARTNERS CORPORATION, a Delaware corporation, with offices at 4245 Route 9,
Freehold, New Jersey 07728 ("You" or the "Borrower").

      WHEREAS, the parties hereto entered into a Credit Agreement dated as of
June 29, 1995, as amended by a Waiver and Amendment Agreement dated as of
February 27, 1996 (as amended, the "Credit Agreement"), pursuant to which
Motorola provided financing to You for the purchase of certain equipment and
services on the terms and conditions set forth in the Credit Agreement,
including, without limitation, the Standard Terms and Conditions attached as
Exhibit A thereto (the "Standard Terms and Conditions") and each of the other
Exhibits attached thereto; and

      WHEREAS, the parties hereto wish to amend certain provisions
of the Credit Agreement;

      NOW, THEREFORE, the parties hereto hereby agree as follows:

      1. Any capitalized terms not defined herein shall have the same meaning as
given those terms in the Credit Agreement or the Standard Terms and Conditions.

      2. Pursuant to the Credit Agreement, You agreed to maintain the financial
ratios and covenants provided for in Exhibit D attached thereto (the "Agreed
Financial Ratios"), including, without limitation, EBITDA of not less than (or
in the case of losses, not exceeding) certain specified amounts for certain
quarters. You have indicated that your EBITDA for the fiscal quarter ending
September 30, 1996 and for the fiscal quarter ending December 31, 1996 (the
"Periods") failed to satisfy the Agreed Financial Ratios set forth in Section 3
of Exhibit D to the Credit Agreement for the Period (such failure, the "Existing
Default"). You agree that the Existing Default constitutes a breach of the
provisions of the Credit Agreement. You further agree that, to the extent any
notice of the Existing Default is required by applicable law or the Credit
Agreement, You have either received such notice, this Agreement constitutes such
notice, or to the extent permitted by applicable law, You hereby waive any and
all such notice. You have requested and Motorola hereby agrees to waive the
Existing Default. This waiver (the "Waiver") shall not operate as a waiver of
any other term or provision of the Credit Agreement or the Standard Terms and
Conditions or of the provision with respect to


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which the Waiver is given for any period other than the Periods, nor shall it
prohibit Motorola from declaring any future default with respect to the Agreed
Financial Ratios or any other breach or default under the Credit Agreement.

      3. The first two sentences of Section 1 of the Credit Agreement, "Amount
of Credit; Note", are hereby amended in their entirety and shall read as
follows:

            The aggregate principal amount of Credit that may be drawn down
            under this Credit Agreement shall be $2,270,000.00. You may obtain
            advances under this Credit Agreement until June 30, 1997 if, at the
            time of requesting an advance, you have complied with all
            Requirements for Advances. The last $790,543.00 of funds available
            for advances under the Credit may only be used by You for the
            purchase by You of equipment and services identified in Schedule A
            attached hereto.

      4. Section 4 of the Credit Agreement, "Repayment Terms", is hereby amended
in its entirety and shall read as follows:

                  4. Repayment Terms. You shall make monthly interest payments
            in arrears until July 1, 1997. Subject to Sections 13 and 14 below,
            on July 15, 1997, all of the outstanding principal of each advance
            under this Credit Agreement, together with all accrued and unpaid
            interest and any other amounts due hereunder shall become due and
            payable, and You shall pay MOTOROLA all of such amounts in full in
            immediately available funds on such date; provided that such
            principal amount shall not become due on July 15, 1997 if You shall
            have delivered the items required by Sections 13(a) and (b) prior to
            July 8, 1997 or shall have satisfied the conditions set forth in
            Sections 14(a) and (b). Until July 1, 1997, MOTOROLA will send You,
            on or before the first day of each month, monthly invoices showing
            the total accrued and unpaid interest as of the first day of such
            month (but not including such day). Each such invoice shall be due
            and payable on the first day of each month. You agree to pay each
            invoice on or before its due date. Your failure to pay an invoice
            within fifteen days of its due date constitutes an Event of Default
            under this Credit Agreement.

      5. Section 1 of Exhibit D of the Credit Agreement, "Financial Restrictions
and Covenants", is hereby amended in its entirety and shall read as follows:


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      1)    The Company's Debt Service Ratio, as of the last day of each fiscal
            quarter set forth below, of not less than the correlative amount
            specified below. Debt Service Ratio is defined in the Standard Terms
            and Conditions (Exhibit "A").

                  September 30, 1995                  N/A
                  December 31, 1995                   N/A
                  March 31, 1996                      N/A
                  June 30, 1996                       N/A
                  September 30, 1996                  N/A
                  December 31, 1996                   N/A
                  March 31, 1997                      N/A
                  June 30, 1997                       N/A
                  September 30, 1997                  N/A
                  December 31, 1997                   N/A
                  and thereafter

      6. Section 2 of Exhibit D of the Credit Agreement, "Financial Restrictions
and Covenants", is hereby amended in its entirety and shall read as follows:

      2)    The Company's Tangible Net Worth position for the term of this
            Credit Agreement shall never fall below Three Million Dollars
            ($3,000,000) during 1997, Two Million Five Hundred Thousand Dollars
            ($2,500,000) during 1998, and Two Million Dollars ($2,000,000)
            during 1999 and thereafter. Tangible Net Worth is defined in the
            Standard Terms and Conditions (Exhibit "A").

      7. Section 3 of Exhibit D of the Credit Agreement, "Financial Restrictions
and Covenants", is hereby amended in its entirety and shall read as follows:

      3)    EBITDA, as of the last day of each fiscal quarter set forth below,
            of not less than (or, in case of a loss, not in excess of) the
            correlative amount specified below. The amounts specified below are
            specific for the quarter and do not represent a cumulative total.
            EBITDA is defined in the Standard Terms and Conditions (Exhibit
            "A").

                  September 30, 1995                  ($485,000)
                  December 31, 1995                   ($450,000)
                  March 31, 1996                      ($425,000)
                  June 30, 1996                       ($441,000)
                  September 30, 1996                  ($438,000)
                  December 31, 1996                   ($260,000)
                  March 31, 1997                      ($200,000)
                  June 30, 1997                       ($120,000)
                  September 30, 1997                   ($20,000)
                  December 31, 1997                     $80,000


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                  March 31, 1998                      $140,000
                  June 30, 1998                       $200,000
                  September 30, 1998                  $260,000
                  December 31, 1998                   $320,000
                  and thereafter

      8. Section 1 of Exhibit A of the Credit Agreement "Standard Terms and
Conditions" is hereby amended as follows:

            (a)   The following definitions are hereby added:

            "Cash Equivalents" means (i) securities with maturities of 3 months
            or less from the date of acquisition issued or fully guaranteed or
            insured by the United States Government or any agency thereof, (ii)
            certificates of deposit and eurodollar time deposits with maturities
            of three months or less from the date of acquisition and overnight
            bank deposits of any commercial bank having capital and surplus in
            excess of $500,000,000, (iii) repurchase obligations of any
            commercial bank satisfying the requirements of clause (ii) of this
            definition, having a term of not more than 30 days with respect to
            securities issued or fully guaranteed or insured by the United
            States Government, (iv) securities with maturities of 3 months or
            less from the date of acquisition issued or fully guaranteed by any
            state, commonwealth or territory of the United States, by any
            political subdivision or taxing authority of any such state,
            commonwealth or territory or by any foreign government, the
            securities of which state, commonwealth, territory, political
            subdivision, taxing authority or foreign government (as the case may
            be) are rated at least A by S&P or A by Moody's, or (v) shares of
            money market mutual or similar funds which invest exclusively in
            assets satisfying the requirements of clauses (i) through (iv) of
            this definition.

            "Equity Securities" means any equity securities of the Borrower, any
            securities convertible into or evidencing the right to purchase or
            subscribe for any shares of equity securities (other than debt
            instruments) of the Borrower, including, without limitation,
            options, warrants, calls, subscriptions, rights, commitments or any
            other agreements of a similar character obligating the Borrower to
            issue any equity securities.

            (b)   The definition of "Subordinated Debt" is
            hereby amended and restated in its entirety as follows:


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            "Subordinated Debt" means any indebtedness of the Borrower which (i)
            by its terms does not allow the payment of any principal unless and
            until the indebtedness under this Credit Agreement has been paid in
            full, (ii) if any security interest or other lien in any property of
            the Borrower is granted by the Borrower to secure such indebtedness,
            each such security interest or other lien is subordinated and junior
            in all respects to security interests and other liens on the same
            property securing the indebtedness hereunder, and (iii) each holder
            of any such indebtedness has executed and delivered to MOTOROLA a
            subordination agreement, substantially in the form of Exhibit I
            hereto.

      9. Section 5 of Exhibit D of the Credit Agreement, "Financial Restrictions
and Covenants", is hereby amended in its entirety and shall read as follows:

            5)    The Borrower shall maintain cash and Cash Equivalents that
                  exceed Four Hundred Thousand Dollars ($400,000) as of December
                  31, 1996 and Two Hundred Thousand Dollars ($200,000) as of
                  March 31, 1997 and that at all other times during the term of
                  this Credit Agreement exceed One Hundred Twenty Thousand
                  Dollars ($120,000).

      10. The Credit Agreement is hereby amended by adding the following new
Sections 13 and 14:

            13.   Failure to Satisfy Certain Conditions.

      In the event that You (i) shall have failed to maintain any of the
      financial covenants and ratios required pursuant to this Credit Agreement,
      as amended, for any period prior to July 1, 1997, or (ii) between January
      1, 1997 and July 1, 1997, shall have failed to raise net proceeds of not
      less than (x) $500,000 (excluding any amounts raised and used to cure
      EBITDA covenant breaches pursuant to Section 6.9 of the Standard Terms and
      Conditions) from the issuance of Equity Securities, (y) $700,000
      (excluding any amounts raised and used to cure EBITDA covenant breaches
      pursuant to Section 6.9 of the Standard Terms and Conditions) from the
      issuance of Subordinated Debt, or (z) $700,000 (excluding any amounts
      raised and used to cure EBITDA covenant breaches pursuant to Section 6.9
      of the Standard Terms and Conditions) from the issuance of a combination
      of Subordinated Debt and Equity Securities, You agree that:

      a.    On or before July 8, 1997, in exchange for the then
            existing promissory note evidencing advances hereunder,
            You shall issue a $2,270,000.00 face amount promissory


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            note in substantially the form attached hereto as Exhibit J, duly
            executed on behalf of the Borrower.

      b.    You shall issue warrants in substantially the form attached hereto
            as Exhibit K exercisable for shares of common stock of the Borrower
            in the amounts and on the dates set forth on Schedule K-1, which
            amounts are subject to adjustment as provided in Schedule K-1.

      c.    On or before August 1, 1997, You shall retain a reputable
            brokerage company or sales agent (the "Sales Agent")
            reasonably acceptable to Motorola on terms and conditions
            reasonably acceptable to Motorola.  The Borrower shall
            use its reasonable best efforts to arrange, and the
            Borrower shall authorize and direct the Sales Agent to
            assist the Borrower in arranging, for the sale of such
            portion or portions of the assets or equity of the
            Borrower on or before January 31, 1998, in a transaction
            or series of transactions that will result in MOTOROLA
            being paid in full all of the outstanding principal of
            each advance under this Credit Agreement, together with
            all accrued and unpaid interest and any other amounts due
            hereunder no later than January 31, 1998.  MOTOROLA
            acknowledges that to the extent the consummation of any
            such transaction requires the approval of the Borrower's
            Board of Directors, this Agreement does not purport to
            and shall not be deemed to require any member of the
            Board of Directors to breach any fiduciary duty owed by
            such member to the Borrower or the stockholders of the
            Borrower.  Failure to retain or maintain a Sales Agent or
            failure to diligently pursue the sale contemplated by
            this Section 13 shall constitute an Event of Default
            under this Credit Agreement.  Borrower hereby authorizes
            MOTOROLA to discuss the prospects for any sale
            contemplated by this Section 13 directly with any Sales
            Agent retained by Borrower.  Borrower shall provide
            MOTOROLA with copies of all contracts, notices,
            correspondence or other documents sent to or received
            from any Sales Agent (the "Sales Agent Documents").  In
            the case of any Sales Agent Documents sent to the Sales
            Agent by the Borrower, the Borrower shall send MOTOROLA
            a copy thereof at the same time that it sends any such
            Sales Agent Document to the Sales Agent.  In the case of
            any Sales Agent Document received by the Borrower from
            the Sales Agent, the Borrower shall send MOTOROLA a copy
            thereof no later than the Business Day following the
            Borrower's receipt of any such Sales Agent Document.

            14.   Satisfaction of Certain Conditions.

      In the event that You (a) shall have maintained each of the financial
      covenants and ratios required pursuant to this


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      Credit Agreement (as amended) for each period prior to July 1, 1997, and
      (b) between January 1, 1997 and July 1, 1997, shall have raised net
      proceeds of not less than (x) $500,000 (excluding any amounts raised and
      used to cure EBITDA covenant breaches pursuant to Section 6.9 of the
      Standard Terms and Conditions) from the issuance of Equity Securities, (y)
      $700,000 (excluding any amounts raised and used to cure EBITDA covenant
      breaches pursuant to Section 6.9 of the Standard Terms and Conditions)
      from the issuance of Subordinated Debt, or (z) $700,000 (excluding any
      amounts raised and used to cure EBITDA covenant breaches pursuant to
      Section 6.9 of the Standard Terms and Conditions) from the issuance of a
      combination of Subordinated Debt and Equity Securities, the following
      shall occur:

            a.    the advances under this Credit Agreement shall be
                  reamortized in accordance with the following
                  payment schedule:

                  Payment Date         Principal Amount(1)

                  July 1, 1997              $22,000
                  August 1, 1997            $22,000
                  September 1, 1997         $22,000
                  October 1, 1997           $22,000
                  November 1, 1997          $22,000
                  December 1, 1997          $22,000
                  January 1, 1998           $32,000
                  February 1, 1998          $32,000
                  March 1, 1998             $32,000
                  April 1, 1998             $32,000
                  May 1, 1998               $32,000
                  June 1, 1998              $32,000
                  July 1, 1998              $32,000

----------
      (1) Or, if less, such amount on any payment date as shall be sufficient to
pay the then aggregate outstanding principal amount in full.


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                  August 1, 1998             $32,000
                  September 1, 1998          $32,000
                  October 1, 1998            $32,000
                  November 1, 1998           $32,000
                  December 1, 1998           $32,000
                  January 1, 1999            $37,000
                  February 1, 1999           $37,000
                  March 1, 1999              $37,000
                  April 1, 1999              $37,000
                  May 1, 1999                $37,000
                  June 1, 1999               $37,000
                  July 1, 1999               $37,000
                  August 1, 1999             $37,000
                  September 1, 1999          $37,000
                  October 1, 1999            $37,000
                  November 1, 1999           $37,000
                  December 1, 1999           $37,000
                  January 1, 2000            $42,000
                  February 1, 2000           $42,000
                  March 1, 2000              $42,000
                  April 1, 2000              $42,000
                  May 1, 2000                $42,000
                  June 1, 2000               $42,000
                  July 1, 2000               $42,000
                  August 1, 2000             $42,000
                  September 1, 2000          $42,000

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                  October 1, 2000            $42,000
                  November 1, 2000           $42,000
                  December 1, 2000           $42,000
                  January 1, 2001            $42,000
                  February 1, 2001           $42,000
                  March 1, 2001              $42,000
                  April 1, 2001              $42,000
                  May 1, 2001                $42,000
                  June 1, 2001               $42,000
                  July 1, 2001               $42,000
                  August 1, 2001             $42,000
                  September 1, 2001          $42,000
                  October 1, 2001            $42,000
                  November 1, 2001           $42,000
                  December 1, 2001           $42,000
                  January 1, 2002            $42,000
                  February 1, 2002           $42,000
                  March 1, 2002              $42,000
                  April 1, 2002              $42,000
                  May 1, 2002                $42,000
                  June 1, 2002               $42,000
                  July 1, 2002               $30,811

            b.    On or before July 8, 1997, in exchange for the then existing
                  promissory note evidencing advances hereunder, You shall issue
                  a $2,270,000.00 face amount promissory note in substantially
                  the form attached hereto as Exhibit L, duly executed on behalf
                  of the Borrower.


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<PAGE>

            c.    The financial covenants and ratios contained in
                  Exhibit D of the Credit Agreement shall be amended
                  as follows:

            Section 5 of Exhibit D of the Credit Agreement, "Financial
            Restrictions and Covenants", shall be amended, effective as of July
            1, 1997, in its entirety and shall read as follows:

            5)    The Borrower shall maintain cash and Cash
                  Equivalents that at all times during the term of
                  this Credit Agreement exceed Four Hundred Thousand
                  Dollars ($400,000).

      11. Exhibit A, Standard Terms and Conditions, of the Credit Agreement is
hereby amended by adding the following new Sections 4.1.6, 6.8 and 6.9:

            4.1.6 As soon as available but no later than 20 days after the end
      of each month, commencing on March 20, 1997, You will provide MOTOROLA
      with unaudited statements of earnings for the preceding month and a
      balance sheet as of the last day of the preceding month.

            6.8.  Additional Remedy. In addition to all other rights
      and remedies of MOTOROLA hereunder or under any applicable
      law, the Borrower shall:

            (a) issue warrants in substantially the form attached hereto as
            Exhibit K exercisable for shares of common stock of the Borrower in
            the amounts and on the dates set forth on Schedule K-2, which
            amounts are subject to adjustment as provided in Schedule K-2;

            (b) within 30 days of Motorola sending You a notice of an Event of
            Default, You shall retain a reputable brokerage company or sales
            agent (the "Sales Agent") reasonably acceptable to Motorola on terms
            and conditions reasonably acceptable to Motorola;

            (c) the Borrower shall use its reasonable best efforts to arrange,
            and the Borrower shall authorize and direct the Sales Agent to
            assist the Borrower in arranging, for the sale of such portion or
            portions of the assets or equity of the Borrower on or before the
            day that is six months after the date on which Motorola sends the
            Borrower a notice of an Event of Default, in a transaction or series
            of transactions that will result in MOTOROLA being paid in full all
            of the outstanding principal of each advance under this Credit
            Agreement, together with all accrued and unpaid interest and any
            other amounts due hereunder no later than the day that is six months
            after the date


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            on which Motorola sends the Borrower a notice of an Event of
            Default; provided that MOTOROLA acknowledges that to the extent the
            consummation of any such transaction requires the approval of the
            Borrower's Board of Directors, this Agreement does not purport to
            and shall not be deemed to require any member of the Board of
            Directors to breach any fiduciary duty owed by such member to the
            Borrower or the stockholders of the Borrower; and

            (d) effective as of the date on which Motorola sends the Borrower a
            notice of an Event of Default, Borrower hereby authorizes MOTOROLA
            to discuss the prospects for any sale contemplated by this Section
            directly with any Sales Agent retained by Borrower; and

            (e) Borrower shall provide MOTOROLA with copies of all contracts,
            notices, correspondence or other documents sent to or received from
            any Sales Agent (the "Sales Agent Documents") as follows: (i) in the
            case of any Sales Agent Documents sent to the Sales Agent by the
            Borrower, the Borrower shall send MOTOROLA a copy thereof at the
            same time that it sends any such Sales Agent Document to the Sales
            Agent and (ii) in the case of any Sales Agent Document received by
            the Borrower from the Sales Agent, the Borrower shall send MOTOROLA
            a copy thereof no later than the Business Day following the
            Borrower's receipt of any such Sales Agent Document.

      6.9.  Special Cure Right. Notwithstanding any other provision
            of this Credit Agreement, in the event Borrower breaches
            any EBITDA covenant, Borrower may cure such breach by
            causing a capital contribution to be made to Borrower in
            cash or by obtaining cash proceeds of Equity Securities
            or Subordinated Debt, in each case, within 10 days after
            Borrower receives notice from MOTOROLA of any such
            breach, in an amount equal to the amount of the
            additional revenue Borrower would have needed to have
            generated for the applicable period in order to have
            complied with such EBITDA covenant.

      12. The Borrower, in exchange for its existing promissory note evidencing
advances hereunder, hereby issues a $2,270,000.00 face amount promissory note in
substantially the form attached hereto as Annex A, duly executed on behalf of
the Borrower.

      13. The Credit Agreement is hereby amended by adding Exhibits I, J, K and
L, and Schedule A, Schedule K-1 and Schedule K-2 in the forms attached hereto.

      14. The Credit Agreement, the Standard Terms and Conditions, and the other
Exhibits, as amended hereby, are in full force and


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effect, and constitute the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their terms. The Borrower
acknowledges that as of March 1, 1997 (but not including such date), it owes
Motorola $1,466,544.43 in principal under the Credit Agreement and $14,204.84 in
accrued and unpaid interest. No claims or defenses exist with respect to the
Existing Default or otherwise with respect to the amounts owed to Motorola under
the Credit Agreement, or with respect to the rights or remedies of Motorola
under the Credit Agreement, or, to the extent that any such claim or defense may
exist, You hereby irrevocably and unconditionally waive each and every such
claim and defense.

      15. You have no claims of liability or rights of action against Motorola
or Motorola's employees, agents and affiliates as of the date hereof and know of
no basis for any such claim or right of action, including, without limitation,
in connection with the sale by Motorola of any goods or services to the
Borrower, the Credit, the Credit Agreement, the drawdown of the Credit,
Motorola's administration of the Credit or otherwise arising out of Motorola's
dealings with respect thereto or in connection therewith, or, to the extent any
such claims or rights of action exist, whether known or unknown, You hereby
irrevocably and unconditionally release Motorola and Motorola's employees,
agents, and affiliates from any and all liability with respect thereto. All
discussions and communications to date have been conducted in good faith and
without undue influence by Motorola, and You hereby release Motorola and its
employees from any and all lender liability and other claims which You may have
against Motorola.

      16. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Illinois applicable to contracts made and performed
therein, without reference to the conflicts of law principles thereof.

      17. Purchaser agrees to pay or reimburse Motorola $20,004.58 for all its
costs and expenses incurred in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, this Agreement and any
related documents.

      18. This Agreement may be executed in any number of separate counterparts
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.


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<PAGE>

      IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed and delivered by the proper and duly authorized officers of such party
as of the day and year first above written.

                        PAGING PARTNERS CORPORATION

                        By: ____________________________
                            Name:
                            Title:

                        MOTOROLA, INC.

                        By: ____________________________
                            Name:
                            Title:


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