<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>jd11-25ex_5.txt
<TEXT>
                                                                       EXHIBIT 5

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

                            METROCALL HOLDINGS, INC.

                          COMMON STOCK PURCHASE WARRANT
No. W-1                                                        November 18, 2003

                                                     Warrant to Purchase 100,000
                                                          Shares of Common Stock

           METROCALL HOLDINGS, INC., a Delaware corporation (the "Company"), for
value received,  hereby certifies that WebLink Wireless I, L.P., a Texas limited
partnership,  or registered assigns (the "Holder"), is entitled to purchase from
the Company an aggregate of 100,000 duly authorized,  validly issued, fully paid
and  nonassessable  shares of Common  Stock,  par value $.01 per  share,  of the
Company (the  "Common  Stock"),  at an exercise  price equal to $40.00 per share
(the "Purchase Price"), at any time or from time to time from and after the date
the right to purchase  such shares vests in  accordance  with Section 2.1 hereof
and prior to 5:00 P.M., New York City time, on the third anniversary of the date
such rights vest (the "Expiration  Date"), all subject to the terms,  conditions
and adjustments set forth below in this Warrant.

           This   Warrant  is  one  of  the  Common  Stock   Purchase   Warrants
(collectively,  the "Warrants", such term to include any such warrants issued in
substitution  therefor)  issued  pursuant  to the  terms of the  Management  and
Spectrum License  Agreement,  dated as of November 18, 2003 (the "Management and
Spectrum  License  Agreement"),  by and  among  Metrocall,  Inc.  ("Metrocall"),
WebLink and WebLink Wireless,  Inc., a Delaware corporation  ("WebLink Parent"),
(the "Management Agreement") and/or the Asset Purchase Agreement, dated November
18, 2003, by and among the Company,  Metrocall,  the Holder and WebLink  Parent.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings assigned such terms in the Management Agreement.

           1.  Definitions.   As  used  herein,  unless  the  context  otherwise
requires, the following terms shall have the meanings indicated:

NY2:\1338046\07\S_FY07!.DOC\76830.0256
<PAGE>
           "Additional Shares of Common Stock" shall mean, all shares (including
treasury  shares) of Common  Stock  issued or sold or deemed to be issued by the
Company after the date hereof, whether or not subsequently reacquired or retired
by the Company other than (i) Common Stock issued as a stock dividend to holders
of Common Stock or upon any subdivision or combination of shares of Common Stock
pursuant to Section 3.1, (ii) shares of Common Stock issued upon exercise of the
Warrants  or  issued  upon   conversion  or  exercise  of  any  other  currently
outstanding  securities of the Company pursuant to the terms of such securities,
(iii) any Rights,  and (iv) shares of Common Stock representing up to 10% of the
then-outstanding Common Stock issued pursuant to Approved Stock Plans.

           "Approved  Stock Plan"  shall mean any  contract,  plan or  agreement
which has been  approved by the Board of Directors  of the Company,  pursuant to
which  the  Company's  securities  may be  issued to any  employee,  officer  or
director  of, or  consultant  or other  service  provider  to, the  Company  for
services provided to the Company.

           "Asset Purchase  Agreement"  shall have the meaning assigned to it in
the introduction to this Warrant.

           "Business  Day" shall mean any day other than a Saturday  or a Sunday
or a day on which  commercial  banking  institutions in the City of New York are
authorized by law to be closed.  Any reference to "days"  (unless  Business Days
are specified) shall mean calendar days.

           "Closing Bid Price"  shall mean for any security as of any date,  the
closing  bid price of such  security  on the  principal  securities  exchange or
trading market where such security is listed or traded as reported by Bloomberg,
L.P. ("Bloomberg"), or if the foregoing does not apply, the closing bid price of
such security in the  over-the-counter  market on the electronic  bulletin board
for such  security  as  reported  by  Bloomberg,  or, if no closing bid price is
reported for such  security by  Bloomberg,  the average of the bid prices of any
market makers for such security as reported in the "pink sheets" by the National
Quotation  Bureau,  Inc. If the Closing Bid Price cannot be calculated  for such
security  on such  date,  as set  forth  above,  the  Closing  Bid Price of such
security  shall  be the fair  market  value as  determined  in good  faith by an
investment  banking firm selected  jointly by the Company and the Holders,  with
the fees and expenses of such determination borne solely by the Company.

           "Commission" shall mean the Securities and Exchange Commission or any
successor agency having jurisdiction to enforce the Securities Act.

           "Common  Stock"  shall  have  the  meaning  assigned  to  it  in  the
introduction  to this  Warrant,  such term to include  any stock into which such
Common  Stock  shall  have  been  changed  or  any  stock   resulting  from  any
reclassification  of such  Common  Stock,  and all  other  stock of any class or
classes (however designated) of the Company the holders of which have the right,
without  limitation as to amount,  either to all or to a share of the balance of
current  dividends and liquidating  dividends after the payment of dividends and
distributions on any shares entitled to preference.


                                       2
<PAGE>
           "Company" shall have the meaning  assigned to it in the  introduction
to this  Warrant,  such term to include any  corporation  or other  entity which
shall  succeed  to or  assume  the  obligations  of  the  Company  hereunder  in
compliance with Section 4.

           "Convertible  Securities" shall mean any options,  warrants, or other
rights to subscribe  for, or  securities  convertible  into or  exchangeable  or
exercisable for Additional Shares of Common Stock.

           "Current Market Price" shall mean, on any date specified herein,  the
average  of the daily  Closing  Bid Prices  for the  Common  Stock  during the 5
consecutive  trading days  commencing  10 trading days before such date,  except
that,  if on any such date the shares of Common Stock are not listed or admitted
for   trading   on  any   national   securities   exchange   or  quoted  in  the
over-the-counter  market,  the Current  Market  Price shall be the Fair Value on
such date.

           "Exchange  Act" shall mean the  Securities  Exchange Act of 1934,  as
amended  from time to time,  and the rules and  regulations  thereunder,  or any
successor statute.

           "Expiration  Date"  shall  have  the  meaning  assigned  to it in the
introduction to this Warrant.

           "Fair Market Price" shall mean, on any date  specified  herein,  fair
value per share of Common Stock in United  States  currency  determined  in good
faith by the Board of Directors of the Company.

           "Fair Value" shall mean, on any date specified herein (i) in the case
of cash, the dollar amount thereof, (ii) in the case of a security admitted for
trading on any national securities exchange or quoted in the over-the-counter
market, the Current Market Price, and (iii) in all other cases as reasonably
determined in good faith by the Board of Directors of the Company.

           "Management  Agreement"  shall have the meaning assigned to it in the
introduction  to this  Warrant.

           "Options" shall mean any rights, options or warrants to subscribe
for, purchase or otherwise acquire either Additional Shares of Common Stock or
Convertible Securities.

           "Other Securities" shall mean any stock (other than Common Stock) and
other  securities  of the Company or any other Person  (corporate  or otherwise)
which the holders of the  Warrants at any time shall be entitled to receive,  or
shall  have  received,  upon  the  exercise  of the  Warrants,  in lieu of or in
addition to Common  Stock,  or which at any time shall be issuable or shall have
been  issued  in  exchange  for or in  replacement  of  Common  Stock  or  Other
Securities pursuant to Section 3 or otherwise.

           "Person" shall mean any individual,  firm, partnership,  corporation,
trust,  joint  venture,  association,  joint stock  company,  limited  liability
company,  unincorporated  organization  or any  other  entity  or  organization,
including a government  or agency or political  subdivision  thereof,  and shall
include any successor (by merger or otherwise) of such entity.


                                       3
<PAGE>
           "Purchase  Price"  shall mean the amount per share  indicated  in the
introductory  paragraph to this Warrant,  subject to adjustment and readjustment
from time to time as provided  in Section 3, and, as so adjusted or  readjusted,
shall remain in effect until a further  adjustment  or  readjustment  thereof is
required by Section 3.

           "Registration  Rights  Agreement" shall mean the Registration  Rights
Agreement dated as of November 18, 2003,  substantially in the form of Exhibit B
to the Asset Purchase Agreement.

           "Rights"  means any "poison pill" rights  pursuant to a "poison pill"
shareholder rights plan;

           "Securities  Act" shall mean the  Securities  Act of 1933, as amended
from time to time, and the rules and  regulations  thereunder,  or any successor
statute.

           "Warrants"  shall have the meaning assigned to it in the introduction
to this Warrant.

           "WebLink  Wireless" shall mean PageMart II Holdings LLC, PageMart PCS
Holdings LLC, WebLink Wireless I, L.P. and WebLink Wireless, Inc.

           2. Exercise of Warrant.


           2.1. Vesting; Manner of Exercise;  Payment of the Purchase Price. (a)
The right to purchase  shares of Common Stock pursuant to the Warrant shall vest
in equal yearly  increments of 25,000 shares of Common Stock,  commencing on the
first  anniversary  of the date  hereof;  provided,  however,  that the right to
purchase all  remaining  shares of Common Stock  pursuant to the Warrants  shall
vest on the earlier to occur of (i) the termination of the Management  Agreement
for any reason,  except as the result of a termination  pursuant to Section 9(b)
of the Management  Agreement  resulting  solely from the material  breach of the
Management  Agreement by WebLink Wireless;  provided,  that no further rights to
purchase  shares of Common  Stock  pursuant to the  Warrant  shall vest upon the
termination of the  Management  Agreement  pursuant to Section  9(b)(iii) of the
Management  Agreement  as  a  result  of a  breach  by  WebLink,  and  (ii)  the
License-Related  Asset  Purchase  Closing  (as such term is defined in the Asset
Purchase Agreement) notwithstanding any termination of the Management Agreement.
The right to purchase shares of Common Stock pursuant to these Warrants shall be
exercisable  by WebLink  Wireless for a period of three years from the date such
right vests.

           (b) The vested  portions  of this  Warrant  may be  exercised  by the
Holder,  in whole or in part,  at any time or from  time to time on or after the
date first above written and prior to the Expiration  Date, by  surrendering  to
the  Company at its  principal  office  (or such  other  office or agency of the
Company as the Company may  designate  in a written  notice to the Holder)  this
Warrant,  together with the form of Election to Purchase  Shares attached hereto
as Exhibit A (or a reasonable facsimile thereof) duly executed by the Holder and
accompanied by payment of the Purchase  Price as described  below for the number
of shares of Common Stock specified in such form.


                                       4
<PAGE>
           (c)Payment  of the  Purchase  Price may be made as follows (or by any
combination of the following):

               (i) in United States  currency by cash or delivery of a certified
          check or bank  draft  payable  to the order of the  Company or by wire
          transfer to the account of the Company,

               (ii) by cancellation of such number of the shares of Common Stock
          otherwise  issuable  to the  Holder  upon  such  exercise  as shall be
          specified in such Election to Purchase Shares, such that the excess of
          the Current  Market  Price of such  specified  number of shares on the
          date of exercise over the portion of the Purchase  Price  attributable
          to such shares  shall equal the  Purchase  Price  attributable  to the
          shares of Common Stock to be issued upon such exercise,  in which case
          upon  delivery of such notice such amount shall be deemed to have been
          paid to the  Company  and the  number  of  shares  issuable  upon such
          exercise shall be reduced by such specified number, or

               (iii) by surrender to the Company for cancellation,  certificates
          representing shares of Common Stock of the Company owned by the Holder
          (properly  endorsed  for  transfer in blank)  having a Current  Market
          Price on the date of Warrant exercise.

           2.2. When Exercise Effective.  Each exercise of this Warrant shall be
deemed to have been effected  immediately  prior to the close of business on the
Business  Day on which  this  Warrant  shall have been  surrendered  to, and the
Purchase  Price shall have been  received by, the Company as provided in Section
2.1,  and at such  time  the  Person  or  Persons  in whose  name or  names  any
certificate  or  certificates  for shares of Common Stock (or Other  Securities)
shall be issuable  upon such exercise as provided in Section 2.3 shall be deemed
to have become the holder or holders of record thereof for all purposes.

           2.3.  Delivery  of  Stock  Certificates,  etc.;  Charges,  Taxes  and
Expenses.  Subject to Section 2.4(a) as soon as practicable  after each exercise
of this  Warrant,  in whole or in part,  and in any event within three  Business
Days thereafter,  the Company shall cause to be issued in such  denominations as
may be requested by Holder in the  Election to Purchase  Shares,  in the name of
and delivered to the Holder or, subject to the Asset Purchase  Agreement and the
Management Agreement, as the Holder may direct,

               (i) a certificate or certificates,  or, if then permissible under
          the Securities Act, at a Holder's request to electronically issue such
          shares (e.g., through DWAC or DTC), for the number of shares of Common
          Stock (or Other Securities) to which the Holder shall be entitled upon
          such  exercise  plus, in lieu of issuance of any  fractional  share to
          which the Holder  would  otherwise  be  entitled,  if any, a certified
          check for the amount of cash equal to the same fraction  multiplied by
          the Current  Market  Price per share on the date of Warrant  exercise,
          provided,  however, that in the event sufficient funds are not legally
          available  for the  payment  of such  amount,  the number of shares of
          Common Stock for which such certificate(s) represents shall be rounded
          up to the nearest whole number, and


                                       5
<PAGE>
               (ii) in case such  exercise is for less than all of the shares of
          Common Stock purchasable under this Warrant, a new Warrant or Warrants
          of  like  tenor,  for  the  balance  of the  shares  of  Common  Stock
          purchasable hereunder.

           (b)  Issuance  of  certificates  for shares of Common  Stock upon the
exercise of this Warrant  shall be made without  charge to the Holder hereof for
any  issue or  transfer  tax or other  incidental  expense,  in  respect  of the
issuance of such  certificates,  all of which such taxes and  expenses  shall be
paid by the Company.

           2.4.  Exercise  Disputes.  In the case of any dispute with respect to
the number of shares to be issued  upon  exercise of this  Warrant,  the Company
shall  promptly issue such number of shares of Common Stock that is not disputed
and shall submit the disputed  determinations or arithmetic  calculations to the
Holder via  facsimile  within two (2)  Business  Days of receipt of the Holder's
Election to Purchase Shares and Transfer Agent  Instructions.  If the Holder and
the Company are unable to agree as to the  determination  of the Purchase  Price
within  two (2)  Business  Days of such  disputed  determination  or  arithmetic
calculation being submitted to the Holder,  then the Company shall in accordance
with this  Section,  submit  via  facsimile  the  disputed  determination  to an
independent reputable accounting firm of national standing,  selected jointly by
the Company and the Holder.  The  Company  shall cause such  accounting  firm to
perform the determinations or calculations and notify the Company and the Holder
of the  results  within  forty-eight  (48) hours from the time it  receives  the
disputed  determinations of calculations.  Such accounting firm's  determination
shall be binding upon all parties absent manifest error.  The Company shall then
on the next  Business  Day issue  certificate(s)  representing  the  appropriate
number of  shares of Common  Stock in  accordance  with such  accounting  firm's
determination and this Section.  All fees and expenses of such determination and
calculation shall be borne by the Company.

           3. Adjustment of Common Stock Issuable Upon Exercise.

           3.1  Distributions.  If the  Company  at any time  after  the date of
issuance  of this  Warrant (i) pays a dividend  or makes a  distribution  of the
Common Stock in additional shares of Common Stock, (ii) subdivides (by any stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding  shares  of Common  Stock  into a greater  number of  shares,  (iii)
combines (by combination,  reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares,  (iv)
makes a  distribution  on the  outstanding  shares of Common  Stock in any other
equity interest in the Company,  or (v) issues by reclassification of the Common
Stock any other shares of Common Stock; then the number of Common Stock issuable
upon the exercise of the Warrant shall be  proportionately  adjusted so that the
Holder may receive on any  subsequent  exercise  of the  Warrant  the  aggregate
number and kind of equity  interests  in the  Company  which it would have owned
immediately following such action if such Warrant had been exercised immediately
prior to such  action.  Any  adjustment  under  this  Section  3.1 shall  become
effective at the close of business on the date the subdivision or combination or
reclassification  becomes  effective  and on the  record  date in the  case of a
dividend or distribution.


                                       6
<PAGE>
           3.2.  Consolidation,  Merger, etc. In case the Company after the date
hereof (a) shall  consolidate  with or merge into any other Person and shall not
be the continuing or surviving  corporation of such  consolidation or merger, or
(b) shall permit any other Person to consolidate  with or merge into the Company
and the Company shall be the  continuing or surviving  Person but, in connection
with such consolidation or merger, the Common Stock or Other Securities shall be
changed into or exchanged  for stock or other  securities of any other Person or
cash or any other property,  or (c) shall transfer all or  substantially  all of
its  properties  or assets to any other  Person,  or (d) shall  effect a capital
reorganization  or  reclassification  of the Common  Stock or Other  Securities,
then, and in the case of each such  transaction,  proper provision shall be made
so that,  upon the  basis  and the  terms  and in the  manner  provided  in this
Warrant, the Holder of this Warrant,  upon the exercise hereof at any time after
the  consummation  of such  transaction  shall be  entitled  to receive  (at the
aggregate  Purchase  Price in  effect at the time of such  consummation  for all
Common Stock or Other Securities  issuable upon such exercise  immediately prior
to such consummation),  in lieu of the Common Stock or Other Securities issuable
upon such exercise prior to such consummation, the amount of securities, cash or
other  property  to which such Holder  would  actually  have been  entitled as a
stockholder  upon such  consummation  if such Holder had exercised  this Warrant
immediately   prior  thereto,   subject  to  adjustments   (subsequent  to  such
consummation) as nearly  equivalent as possible to the adjustments  provided for
in Sections 3 and 4.

           3.3 Issuances for no Consideration.  If the Company  distributes (and
receives no consideration  therefor) any rights, options or warrants (whether or
not immediately  exercisable) to holders of any of its outstanding capital stock
entitling  them to  purchase  Common  Stock at a price per share  less than Fair
Market  Price on the  record  date  relating  to such  distribution,  other than
pursuant to Section 3.1, the number of shares of Common Stock  issuable upon the
exercise of each Warrant shall be adjusted in accordance with the formula:

                                    O + N
                          W'= W x -----------
                                      N x P
                                  O + -------
                                       C
where:

     W'   = the  adjusted  number of shares of Common  Stock  issuable  upon the
          exercise of each Warrant.


                                       7
<PAGE>
     W    = the number of shares of Common Stock  issuable  upon the exercise of
          each  Warrant  immediately  prior  to the  record  date  for any  such
          distribution.

     O    = the number of shares of Common Stock  outstanding on the record date
          for any such distribution.

     N    = the  number  of  additional  shares of Common  Stock  issuable  upon
          exercise of such rights, options or warrants.

     P    = the exercise price per share of such rights, options or warrants.

     C    = Fair  Market  Price  in  effect  on the  record  date  for any  such
          distribution.

The adjustment shall be made successively whenever any such rights, options or
warrants are issued and shall become effective immediately upon the issuance of
such rights, options or warrants.

           3.4 Common Stock Issuances.  If the Company issues  Additional Shares
of  Common  Stock for a per share  less than Fair  Market  Price on the date the
Company fixes the offering  price of such Common Stock,  the number of shares of
Common Stock  issuable  upon the  exercise of each Warrant  shall be adjusted in
accordance with the formula:

                                           A
                                 W'= W x -------
                                              P
                                         O + ---
                                              C


where:

     W'   = the  adjusted  number of shares of Common  Stock  issuable  upon the
          exercise of each Warrant.

     W    = the number of shares of Common Stock  issuable  upon the exercise of
          each Warrant immediately prior to any such issuance.

     O    = the number of shares of Common Stock  outstanding  immediately prior
          to the issuance of such Additional Shares.

     P    = the  aggregate  consideration  received  for  the  issuance  of such
          Additional Shares.


                                       8
<PAGE>
     C    = Fair  Market  Price  in  effect  on the  date  of  issuance  of such
          Additional Shares.

     A    = the number of shares of Common Stock  outstanding  immediately after
          the issuance of such Additional Shares.

Provided that for the purpose of this Section 3.4, all shares of Common Stock
issuable upon exercise or conversion of outstanding Convertible Securities shall
be deemed to be outstanding. The adjustment shall be made successively whenever
any such issuance is made, and shall become effective immediately after such
issuance.

           3.5  Convertible   Stock   Issuances.   If  the  Company  issues  any
Convertible  Securities (other than securities issued in transactions  described
in Section 3.1 or Section 3.3) for a  consideration  per share (as calculated in
accordance  with Section 3.6 below) less than Fair Market Price in effect on the
date of  issuance  of such  securities,  the  number of  shares of Common  Stock
issuable upon the exercise of each Warrant shall be adjusted in accordance  with
the formula:

                                   O + D
                          W'= W x --------
                                        P
                                   O + ---
                                        C

where:

     W'   = the  adjusted  number of shares of Common  Stock  issuable  upon the
          exercise of each Warrant.

     W    = the number of shares of Common Stock  issuable  upon the exercise of
          each Warrant immediately prior to any such issuance.

     O    = the number of shares of Common Stock  outstanding  immediately prior
          to the issuance of such Convertible Securities.

     D    = the  maximum  number  of shares of  Common  Stock  deliverable  upon
          conversion, exchange or exercise of such Convertible Securities at the
          initial conversion, exchange or exercise rate.

     P    = the sum of the aggregate  consideration received for the issuance of
          such Convertible  Securities and the aggregate  minimum  consideration
          receivable  by the Company for issuance of shares of Common Stock upon
          conversion, exchange or exercise of such Convertible Securities.

     C    = Fair  Market  Price  in  effect  on the  date  of  issuance  of such
          Convertible Securities.


                                       9
<PAGE>
Provided that for the purpose of this Section 3.5, all shares of Common Stock
issuable upon exercise or conversion of outstanding Convertible Securities shall
be deemed to be outstanding. The adjustment shall be made successively whenever
any such issuance is made, and shall become effective immediately after such
issuance. If the aggregate minimum consideration receivable by the Company for
issuance of shares of Common Stock upon conversion, exchange or exercise of such
Convertible Securities shall be increased by virtue of provisions therein
contained or upon the arrival of a specified date or the happening of a
specified event, then the number of shares of Common Stock issuable upon the
exercise of each Warrant shall promptly be readjusted to the number of shares of
Common Stock issuable upon the exercise of each Warrant which would then be in
effect had the adjustment upon the issuance of such securities been made on the
basis of such increased minimum consideration. No further adjustment shall be
made upon the subsequent issue or sale of Convertible Securities or shares of
Common Stock upon the exercise, conversion or exchange of such Convertible
Securities.

           3.6 For purposes of any computation respecting consideration received
pursuant to Section 3.4 and Section 3.5, the following shall apply:

               (i) in the case of the  issuance  of Common  Stock for cash,  the
          consideration  shall be the amount of such cash, without any deduction
          being made for any commissions,  discounts or other expenses  incurred
          by the  Company  for any  underwriting  of the issue or  otherwise  in
          connection therewith;

               (ii)  in  the  case  of  the  issuance  of  Common  Stock  for  a
          consideration  in whole or in part other than cash, the  consideration
          other than cash shall be deemed to be the fair market value thereof as
          determined in good faith by the board of directors of the Company; and

               (iii) in the case of the issuance of Convertible Securities,  the
          aggregate  consideration  received  therefor shall be deemed to be the
          consideration  received  by the  Company  for  the  issuance  of  such
          Convertible Securities plus the additional minimum  consideration,  if
          any, to be received by the Company  upon the  conversion,  exchange or
          exercise  thereof (the  consideration in each case to be determined in
          the same manner as  provided  in clauses (i) and (ii) of this  Section
          3.6).

           3.7 In the event that at any time, as a result of an adjustment  made
pursuant to this Section 3, the Holder shall become  entitled to purchase  Other
Securities other than, or in addition to, shares of Common Stock, thereafter the
number or amount of such other  securities so purchasable  upon exercise of each
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
shares of Common Stock  contained in Sections 3.1 through 3.5 and the provisions
of the  Warrants  with respect to the shares of Common Stock shall apply on like
terms to any such other securities.

           3.8 Upon each  adjustment  of the  number  of shares of Common  Stock
issuable upon the exercise of each Warrant pursuant to the provisions of Section
3, the  Purchase  Price per share  shall be  adjusted  to the  nearest  penny by
multiplying a number equal to the Purchase Price in effect  immediately prior to
such  adjustment  by the  number of shares of  Common  Stock  issuable  upon the
exercise of each Warrant  immediately  prior to such adjustment and dividing the
product so obtained by adjusted  number of shares of Common Stock  issuable upon
the exercise of each Warrant.

           3.9.  In the event that the  Company  shall  distribute  Rights,  all
unvested  Warrants shall  immediately  vest and the Company shall give notice to
the Holder ten (10) days  prior to the date that the  Warrants  would need to be
exercised to receive such Rights.


                                       10
<PAGE>
           4. No Dilution or Impairment.  The Company shall not, by amendment of
its  certificate  of  incorporation  or  through  any   consolidation,   merger,
reorganization,  transfer of assets, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant,  but will at all times in good faith assist
in the  carrying  out of all such terms and in the taking of all such  action as
may be necessary or  appropriate in order to protect the rights of the Holder of
this  Warrant  against  impairment.  Without  limiting  the  generality  of  the
foregoing, the Company (a) shall not permit the par value of any shares of stock
receivable  upon the  exercise  of this  Warrant to exceed  the  amount  payable
therefor upon such exercise,  (b) shall take all such action as may be necessary
or  appropriate  in order that the Company  may validly and legally  issue fully
paid and  nonassessable  shares of stock, free from all taxes,  liens,  security
interests,  encumbrances,  preemptive  rights and charges on the exercise of the
Warrants  from time to time  outstanding,  (c) shall not take any  action  which
results in any adjustment of the Purchase Price if the total number of shares of
Common Stock (or Other  Securities)  issuable after the action upon the exercise
of all of the  Warrants  would exceed the total number of shares of Common Stock
(or  Other   Securities)  then  authorized  by  the  Company's   certificate  of
incorporation  and  available  for the purpose of issue upon such  exercise.

           5. Notices of Corporate Action. In the event of:

               (a)   any   capital    reorganization   of   the   Company,   any
          reclassification  or  recapitalization  of the  capital  stock  of the
          Company,  any  consolidation  or merger  involving the Company and any
          other Person,  any transaction or series of transactions in which more
          than 50% of the voting  securities of the Company are  transferred  to
          another Person,  or any transfer,  sale or other disposition of all or
          substantially all the assets of the Company to any other Person, or

               (b) any  voluntary or  involuntary  dissolution,  liquidation  or
          winding-up of the Company,

the Company shall mail to each holder of a Warrant a notice specifying the date
or expected date on which any such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, sale, disposition,
dissolution, liquidation or winding-up is to take place and the time, if any
such time is to be fixed, as of which the holders of record of Common Stock (or
Other Securities) shall be entitled to exchange their shares of Common Stock (or
Other Securities) for the securities or other property deliverable upon such
reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at
least 20 days prior to the date therein specified but in no event earlier than
the public announcement of such proposed transaction or event.

           6. Reservation of Stock,  etc. The Company shall at all times reserve
and keep  available,  solely for  issuance  and  delivery  upon  exercise of the
Warrants,  the number of shares of Common Stock from time to time  issuable upon
exercise of all Warrants at the time  outstanding  and  otherwise in  accordance
with the terms of the Asset Purchase Agreement and the Management Agreement. All
shares of Common  Stock (or Other  Securities)  issuable  upon  exercise  of any
Warrants shall be duly authorized and, when issued upon such exercise,  shall be
validly issued and, in the case of shares,  fully paid and nonassessable with no
liability  on  the  part  of the  holders  thereof,  and,  in  the  case  of all
securities,   shall  be  free  from  all  taxes,   liens,   security  interests,


                                       11
<PAGE>
encumbrances,  preemptive rights and charges.  The transfer agent for the Common
Stock,  which may be the Company (the "Transfer  Agent"),  and every  subsequent
Transfer  Agent for any shares of the Company's  capital stock issuable upon the
exercise of any of the purchase rights  represented by this Warrant,  are hereby
irrevocably  authorized and directed at all times until the  Expiration  Date to
reserve such number of authorized and unissued  shares as shall be requisite for
such  purpose.  The Company  shall keep copies of this  Warrant on file with the
Transfer Agent for the Common Stock and with every subsequent Transfer Agent for
any shares of the  Company's  capital  stock  issuable  upon the exercise of the
rights of purchase  represented  by this Warrant.  The Company shall supply such
Transfer  Agent with duly executed  stock  certificates  for such  purpose.  All
Warrant  Certificates  surrendered  upon  the  exercise  of the  rights  thereby
evidenced  shall  be  canceled,  and such  canceled  Warrants  shall  constitute
sufficient evidence of the number of shares of stock which have been issued upon
the exercise of such Warrants.  Subsequent to the Expiration  Date, no shares of
stock need be reserved in respect of any unexercised Warrant.


           7. Registration and Transfer of WarrantS, etc.

           7.1. Warrant Register;  Ownership of Warrants. Each Warrant issued by
the Company shall be numbered and shall be registered in a warrant register (the
"Warrant  Register") as it is issued and  transferred,  which  Warrant  Register
shall be maintained by the Company at its principal  office or, at the Company's
election and expense,  by a Warrant Agent or the Company's  transfer agent.  The
Company shall be entitled to treat the  registered  Holder of any Warrant on the
Warrant  Register as the owner in fact thereof for all purposes and shall not be
bound to recognize  any  equitable or other claim to or interest in such Warrant
on the part of any other Person,  and shall not be affected by any notice to the
contrary,  except that,  if and when any Warrant is properly  assigned in blank,
the Company may (but shall not be obligated to) treat the bearer  thereof as the
owner of such Warrant for all purposes. A Warrant, if properly assigned,  may be
exercised by a new holder without a new Warrant first having been issued.

           7.2. Transfer of Warrants.  This Warrant and all rights hereunder are
transferable  in whole or in part,  without  charge to the Holder  hereof,  upon
surrender of this Warrant with a properly  executed Form of Assignment  attached
hereto as Exhibit B at the principal office of the Company (or such other office
or agency of the Company as it may in writing designate to the Holder). Upon any
partial  transfer,  the Company  shall at its  expense  issue and deliver to the
Holder a new  Warrant of like tenor,  in the name of the Holder,  which shall be
exercisable  for such  number of shares of Common  Stock  with  respect to which
rights under this Warrant were not so  transferred  and to the  transferee a new
Warrant of like tenor, in the name of the transferee, which shall be exercisable
for such number of shares of Common  Stock with  respect to which  rights  under
this Warrant were so transferred.

           7.3.  Replacement of Warrants.  On receipt by the Company of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of  this  Warrant  and,  in the  case of any  such  loss,  theft  or
destruction of this Warrant,  on delivery of an indemnity  agreement  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender of such Warrant to the Company at its principal office
and cancellation  thereof, the Company at its expense shall execute and deliver,
in lieu thereof, a new Warrant of like tenor.


                                       12
<PAGE>
           7.4.   Adjustments   To   Purchase   Price  and   Number  of  Shares.
Notwithstanding any adjustment in the Purchase Price or in the number or kind of
shares of Common Stock  purchasable  upon  exercise of this Warrant  pursuant to
Section 3 or Section 4 hereof, any Warrant  theretofore or thereafter issued may
continue to express  the same  number and kind of shares of Common  Stock as are
stated in this Warrant, as initially issued.

           7.5.  Fractional Shares.  Notwithstanding  any adjustment pursuant to
Section 3 in the number of shares of Common Stock covered by this Warrant or any
other  provision  of this  Warrant,  the Company  shall not be required to issue
fractions of shares upon exercise of this Warrant or to distribute  certificates
which evidence  fractional  shares.  In lieu of fractional  shares,  the Company
shall make  payment to the Holder,  at the time of  exercise of this  Warrant as
herein provided,  in an amount in cash equal to such fraction  multiplied by the
Current Market Price of a share of Common Stock on the date of Warrant exercise.

           8. No Rights or Liabilities as Shareholder. Nothing contained in this
Warrant shall be construed as conferring  upon the Holder hereof any rights as a
stockholder  of the  Company  or as  imposing  any  obligation  on the Holder to
purchase  any  securities  or as  imposing  any  liabilities  on the Holder as a
stockholder of the Company,  whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.

           9. Notices.  Any notices,  consents,  waivers or other communications
required  or  permitted  to be given  hereunder  must be in writing  and will be
deemed to have been delivered (i) upon receipt, when delivered personally;  (ii)
upon  receipt,  when sent by  facsimile,  (iii)  with  written  confirmation  of
transmission or (iv) one Business Day after deposit with a nationally recognized
overnight  delivery  service,  in each case  properly  addressed to the party to
receive the same.  The addresses and facsimile  numbers for such  communications
shall be:

           If to the Company:

               METROCALL HOLDINGS, INC.
               6677 Richmond Highway
               4th Floor
               Alexandria,  Virginia 22306
               Facsimile: (703) 768-9625
               Attention: President

           If to a Holder,  to its address and facsimile  number on the register
maintained by the Company.  Each party shall provide prior written notice to the
other party of any change in address or facsimile  number.  Notwithstanding  the
foregoing, the exercise of any Warrant shall be effective in the manner provided
in Section 2.


                                       13
<PAGE>
           10. Amendments.  This Warrant and any term hereof may not be amended,
modified, supplemented or terminated, and waivers or consents to departures from
the  provisions  hereof  may not be given,  except by  written  instrument  duly
executed by the party against which enforcement of such amendment, modification,
supplement, termination or consent to departure is sought.

           11. Descriptive  Headings,  Etc. The headings in this Warrant are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning of terms contained herein.  Unless the context of this Warrant otherwise
requires:  (1) words of any gender shall be deemed to include each other gender;
(2) words using the  singular or plural  number shall also include the plural or
singular number, respectively;  (3) the words "hereof", "herein" and "hereunder"
and words of  similar  import  when  used in this  Warrant  shall  refer to this
Warrant as a whole and not to any  particular  provision  of this  Warrant,  and
Section and  paragraph  references  are to the Sections and  paragraphs  of this
Warrant  unless  otherwise  specified;  (4) the word  "including"  and  words of
similar  import  when  used in  this  Warrant  shall  mean  "including,  without
limitation,"  unless  otherwise  specified;  (5) "or" is not exclusive;  and (6)
provisions apply to successive events and transactions.

           12.  GOVERNING  LAW. This Warrant shall be governed by, and construed
in accordance with, the laws of the State of New York.

           13.  Submission to Jurisdiction;  Consent to Service of Process.  The
parties hereto hereby  irrevocably  submit to the non-exclusive  jurisdiction of
any federal or state court located within the State of New York over any dispute
arising  out of or relating to this  Warrant and each party  hereby  irrevocably
agrees that all claims in respect of such dispute or any suit, action proceeding
related  thereto may be heard and determined in such courts.  The parties hereby
irrevocably  waive,  to the fullest  extent  permitted  by  applicable  law, any
objection  which  they may now or  hereafter  have to the laying of venue of any
such dispute brought in such court or any defense of inconvenient  forum for the
maintenance  of such dispute.  Each of the parties hereto agrees that a judgment
in any  such  dispute  may be  enforced  in other  jurisdictions  by suit on the
judgment  or in any other  manner  provided by law.  Each of the parties  hereto
hereby  consents to process  being served by any party to this  Agreement in any
suit,  action or proceeding by delivery of a copy thereof in accordance with the
provisions of Section 14.

           14.  Registration  Rights  Agreement.  The  shares  of  Common  Stock
issuable upon exercise of this Warrant shall constitute  Registrable  Securities
(as such term is defined in the Registration  Rights Agreement).  Each holder of
this Warrant  shall be entitled to all of the  benefits  afforded to a holder of
any such Registrable Securities under the Registration Rights Agreement,  by its
acceptance of this  Warrant,  agrees to be bound by and to comply with the terms
and conditions of the Registration Rights Agreement applicable to such holder as
a holder of such Registrable Securities.

                                        METROCALL  HOLDINGS,  INC.

                                        By: /s/ Vincent D. Kelly
                                           -------------------------------------
                                           Name:  Vincent D. Kelly
                                           Title: President and CEO




                                       14


</TEXT>
</DOCUMENT>
