-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 CmVivfP8wVtNzKXm4PuUScIY1Yy/1g6enscoTy6X6qliDsDQXvU3Z03MoDt3Zptj
 2p1zVvByNSRJreHYHnGepg==

<SEC-DOCUMENT>0000909518-03-000935.txt : 20031126
<SEC-HEADER>0000909518-03-000935.hdr.sgml : 20031126
<ACCEPTANCE-DATETIME>20031126152305
ACCESSION NUMBER:		0000909518-03-000935
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20031126
GROUP MEMBERS:		WEBLINK WIRELESS, INC.
GROUP MEMBERS:		WEBLINK WIRELESS, LP

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			METROCALL HOLDINGS INC
		CENTRAL INDEX KEY:			0000906525
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO TELEPHONE COMMUNICATIONS [4812]
		IRS NUMBER:				541215634
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-44332
		FILM NUMBER:		031026364

	BUSINESS ADDRESS:	
		STREET 1:		6677 RICHMOND HWY
		CITY:			ALEXANDRIA
		STATE:			VA
		ZIP:			22306
		BUSINESS PHONE:		7036606677

	MAIL ADDRESS:	
		STREET 1:		6910 RICHMOND HWY
		CITY:			ALEXANDRIA
		STATE:			VA
		ZIP:			22306

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	METROCALL INC
		DATE OF NAME CHANGE:	19930608

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LEUCADIA NATIONAL CORP
		CENTRAL INDEX KEY:			0000096223
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				132615557
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		315 PARK AVE S
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10010
		BUSINESS PHONE:		2124601900

	MAIL ADDRESS:	
		STREET 1:		315 PARK AVENUE SOUTH
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10010

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TALCOTT NATIONAL CORP
		DATE OF NAME CHANGE:	19800603
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>jd11-26_13d.txt
<TEXT>
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)
                    Under the Securities Exchange Act of 1934

                            METROCALL HOLDINGS, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                          COMMON STOCK, $0.01 PAR VALUE
- --------------------------------------------------------------------------------
                         (Title of class of securities)

                                   59164X 10 5
- --------------------------------------------------------------------------------
                                 (CUSIP number)

                                JOSEPH A. ORLANDO
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                          LEUCADIA NATIONAL CORPORATION
                              315 PARK AVENUE SOUTH
                            NEW YORK, NEW YORK 10010


                                 WITH A COPY TO:


                            ANDREA A. BERNSTEIN, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
- --------------------------------------------------------------------------------
                 (Name, address and telephone number of person
               authorized to receive notices and communications)

                                NOVEMBER 18, 2003
- --------------------------------------------------------------------------------
             (Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].

Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act.

                         (Continued on following pages)
                                    Page 1

NY2:\1342747\06\ss2j06!.DOC\76830.0256
================================================================================


<PAGE>
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------                ---------------------------------
CUSIP No.  59164X 10 5                                                                  13D
- ----------------------------------------------------------------------------------                ---------------------------------
<S>                   <C>                                                         <C>
- ---------------------- ----------------------------------------------------------- ------------------------------------------------
          1            NAME OF REPORTING PERSON:                                   WebLink Wireless, Inc.

                       S.S. OR I.R.S. IDENTIFICATION NO.
                       OF ABOVE PERSON:
- ---------------------- ------------------------------------------------------------------------------------------------------------
          2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                           (a) [x]
                                                                                                                   (b) [_]
- ---------------------- ------------------------------------------------------------------------------------------------------------
          3            SEC USE ONLY

- ---------------------- ------------------------------------- ----------------------------------------------------------------------
          4            SOURCE OF FUNDS:                      OO (see Item 3)

- ---------------------- ------------------------------------------------------------------------------------------------------------
          5            CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                       PURSUANT TO ITEM 2(d) OR 2(e):                                                                  [_]
- ---------------------- ----------------------------------------------------------- ------------------------------------------------
          6            CITIZENSHIP OR PLACE OF ORGANIZATION:                       Delaware

- ----------------------------------- -------- ---------------------------------------------------- ---------------------------------
            NUMBER OF                  7     SOLE VOTING POWER:                                   -0-
              SHARES
                                    -------- ---------------------------------------------------- ---------------------------------
           BENEFICIALLY                8     SHARED VOTING POWER:                                 525,000 (see Item 5)
             OWNED BY
                                    -------- ---------------------------------------------------- ---------------------------------
               EACH                    9     SOLE DISPOSITIVE POWER:                              -0-
            REPORTING
                                    -------- ---------------------------------------------------- ---------------------------------
           PERSON WITH                10     SHARED DISPOSITIVE POWER:                            525,000 (see Item 5)

- ---------------------- -------------------------------------------------------------------------- ---------------------------------
         11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:                   525,000 (see Item 5)

- ---------------------- ------------------------------------------------------------------------------------------------------------
         12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:                          [_]

- ---------------------- ------------------------------------------------------------------------------------------------------------
         13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  9.57%

- ---------------------- ----------------------------------------------------------- ------------------------------------------------
         14            TYPE OF REPORTING PERSON:                                   CO

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

                                       2
<PAGE>
- ----------------------------------------------------------------------------------                ---------------------------------
CUSIP No.  59164X 10 5                                                                  13D
- ----------------------------------------------------------------------------------                ---------------------------------

- ---------------------- ----------------------------------------------------------- ------------------------------------------------
          1            NAME OF REPORTING PERSON:                                   WebLink Wireless, LP

                       S.S. OR I.R.S. IDENTIFICATION NO.
                       OF ABOVE PERSON:
- ---------------------- ------------------------------------------------------------------------------------------------------------
          2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                           (a) [x]
                                                                                                                   (b) [_]
- ---------------------- ------------------------------------------------------------------------------------------------------------
          3            SEC USE ONLY

- ---------------------- ------------------------------------- ----------------------------------------------------------------------
          4            SOURCE OF FUNDS:                      OO (see Item 3)

- ---------------------- ------------------------------------------------------------------------------------------------------------
          5            CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
                       REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                                                         [_]
- ---------------------- ----------------------------------------------------------- ------------------------------------------------
          6            CITIZENSHIP OR PLACE OF ORGANIZATION:                       Texas

- ----------------------------------- -------- ---------------------------------------------------- ---------------------------------
            NUMBER OF                  7     SOLE VOTING POWER:                                   -0-
              SHARES
                                    -------- ---------------------------------------------------- ---------------------------------
           BENEFICIALLY                8     SHARED VOTING POWER:                                 525,000 (see Item 5)
             OWNED BY
                                    -------- ---------------------------------------------------- ---------------------------------
               EACH                    9     SOLE DISPOSITIVE POWER:                              -0-
            REPORTING
                                    -------- ---------------------------------------------------- ---------------------------------
           PERSON WITH                10     SHARED DISPOSITIVE POWER:                            525,000 (see Item 5)

- ---------------------- -------------------------------------------------------------------------- ---------------------------------
         11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:                   525,000 (see Item 5)

- ---------------------- ------------------------------------------------------------------------------------------------------------
         12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:                          [_]

- ---------------------- ------------------------------------------------------------------------------------------------------------
         13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   9.57%

- ---------------------- ----------------------------------------------------------- ------------------------------------------------
         14            TYPE OF REPORTING PERSON:                                   PN

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

                                       3
<PAGE>
- ----------------------------------------------------------------------------------                ---------------------------------
CUSIP No.  59164X 10 5                                                                  13D
- ----------------------------------------------------------------------------------                ---------------------------------

- ---------------------- ----------------------------------------------------------- ------------------------------------------------
          1            NAME OF REPORTING PERSON:                                   Leucadia National Corporation

                       S.S. OR I.R.S. IDENTIFICATION NO.
                       OF ABOVE PERSON:
- ---------------------- ------------------------------------------------------------------------------------------------------------
          2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                           (a) [x]
                                                                                                                   (b) [_]
- ---------------------- ------------------------------------------------------------------------------------------------------------
          3            SEC USE ONLY

- ---------------------- ------------------------------------- ----------------------------------------------------------------------
          4            SOURCE OF FUNDS:                      OO (see Item 3)

- ---------------------- ------------------------------------------------------------------------------------------------------------
          5            CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                       PURSUANT TO ITEM 2(d) OR 2(e):                                                                  [_]
- ---------------------- ----------------------------------------------------------- ------------------------------------------------
          6            CITIZENSHIP OR PLACE OF ORGANIZATION:                       New York

- ----------------------------------- -------- ---------------------------------------------------- ---------------------------------
            NUMBER OF                  7     SOLE VOTING POWER:                                   -0-
              SHARES
                                    -------- ---------------------------------------------------- ---------------------------------
           BENEFICIALLY                8     SHARED VOTING POWER:                                 525,000 (see Item 5)
             OWNED BY
                                    -------- ---------------------------------------------------- ---------------------------------
               EACH                    9     SOLE DISPOSITIVE POWER:                              -0-
            REPORTING
                                    -------- ---------------------------------------------------- ---------------------------------
           PERSON WITH                10     SHARED DISPOSITIVE POWER:                            525,000 (see Item 5)

- ---------------------- -------------------------------------------------------------------------- ---------------------------------
         11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:                   525,000 (see Item 5)

- ---------------------- ------------------------------------------------------------------------------------------------------------
         12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:                          [_]

- ---------------------- ------------------------------------------------------------------------------------------------------------
         13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  9.57%

- ---------------------- ----------------------------------------------------------- ------------------------------------------------
         14            TYPE OF REPORTING PERSON:                                   CO

- ---------------------- ----------------------------------------------------------- ------------------------------------------------
</TABLE>


                                       4
<PAGE>
Item 1.    Security and Issuer.
           -------------------

           This Statement on Schedule 13D relates to the common stock, $0.01 par
value per share (the "Metrocall Common Stock"), of Metrocall Holdings, Inc., a
Delaware corporation ("Metrocall"). The address of the principal executive
office of Metrocall is 6677 Richmond Highway, Alexandria, Virginia.

Item 2.    Identity and Background.
           -----------------------

           This Statement is being filed by Leucadia National Corporation
("Leucadia") and its subsidiaries, WebLink Wireless, Inc. ("WebLink Inc.") and
WebLink Wireless I, LP ("Weblink LP" and collectively with Leucadia and WebLink
Inc., the "Beneficial Owners"). As discussed in Item 5 below, the Beneficial
Owners are members of a group with respect to the Metrocall Common Stock.

           (a)-(c) WebLink Inc. is a Delaware corporation with its principal
office at 3333 Lee Parkway, Suite 100, Dallas, Texas 75219. Subject to the
transaction being reported in this Schedule 13D, WebLink Inc., through its
subsidiary WebLink LP, was a wireless messaging and paging provider.
Approximately 80.2% of the outstanding common stock of WebLink Inc. is owned by
Leucadia.

           WebLink LP is a Texas limited partnership with its principal office
at 3333 Lee Parkway, Suite 100, Dallas, Texas 75219. Subject to the transaction
being reported in this Schedule 13D, WebLink LP was a wireless messaging and
paging provider. The general partner of WebLink LP is WebLink Inc. and the
limited partners are PageMart PCS, Inc., PageMart II, Inc., Telephone North,
Inc. and Leucadia Link, Ltd.

           Leucadia is a New York corporation with its principal office at 315
Park Avenue South, New York, New York 10010. Leucadia is a diversified holding
company engaged in a variety of businesses, including telecommunications,
banking and lending, manufacturing, real estate activities, winery operations,
development of a copper mine and property and casualty reinsurance.
Approximately 26.5% of the common shares of Leucadia outstanding at November 12,
2003 (including shares issuable pursuant to currently exercisable warrants) is
beneficially owned (directly and through family members) by Ian M. Cumming,
Chairman of the Board of Directors of Leucadia, and Joseph S. Steinberg, a
director and President of Leucadia (excluding an additional 1.6% of the common
shares of Leucadia beneficially owned by trusts for the benefit of Mr.
Steinberg's children, as to which Mr. Steinberg disclaims beneficial ownership).
Private charitable foundations independently established by each of Messrs.
Cumming and Steinberg each beneficially own less than one percent of the
outstanding common shares of Leucadia. Mr. Cumming and Mr. Steinberg each
disclaim beneficial ownership of the common shares of Leucadia held by their
respective private charitable foundations. Mr. Cumming and Mr. Steinberg have an
oral agreement pursuant to which they will consult with each other as to the
election of a mutually acceptable Board of Directors of Leucadia.


                                       5
<PAGE>
           The following information with respect to each executive officer and
director, if any, of the Beneficial Owners is set forth in Schedule A hereto:
(i) name, (ii) business address, (iii) citizenship, (iv) present principal
occupation or employment and (v) name of any corporation or other organization
in which such employment is conducted.

           Additional information is included in the response to Item 3 of this
Schedule 13D, which Item is incorporated herein by reference.

           (d)-(f) During the last five years, none of the Beneficial Owners
and, to their knowledge, none of the other persons identified pursuant to
Paragraphs (a) through (c) of this Item 2, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws. To the knowledge of the Beneficial Owners,
each of the individuals identified pursuant to Paragraphs (a) through (c) of
this Item 2 is a United States citizen.

Item 3.    Source and Amount of Funds or Other Consideration.
           -------------------------------------------------

           On November 18, 2003, pursuant to an asset purchase agreement among
WebLink LP, WebLink Inc. Metrocall, Inc., a Delaware corporation ("Metrocall
Inc.") and Metrocall (the "Asset Purchase Agreement"), WebLink Inc. sold the
substantial majority of its operating assets relating to its narrowband wireless
data network in the United States to Metrocall. In addition, Metrocall,
Metrocall Inc., Weblink Inc., WebLink LP, PageMart II Holdings LLC and PageMart
PCS Holdings LLC entered into a Management and Spectrum Lease Agreement dated
November 18, 2003 (the "Management Agreement") under which WebLink LP will
provide certain services and lease to Metrocall the spectrum usage rights
granted under FCC licenses pending the FCC's approval of the transfer of such
licenses to Metrocall. As consideration for these transactions WebLink LP
received 500,000 shares of Metrocall Common Stock and two warrants to purchase
an aggregate of 125,000 shares of Metrocall Common Stock (each individually a
"Warrant" and collectively, the "Warrants"). One of the Warrants entitles
WebLink LP to immediately purchase 25,000 shares of Metrocall Common Stock at an
exercise price of $40 per share. The second Warrant entitles WebLink LP to
purchase 100,000 shares of Metrocall Common Stock at an exercise price of $40
per share, with the right to purchase these shares vesting annually in equal
increments of 25,000 shares of Metrocall Common Stock commencing on November 18,
2004; however any unvested rights to purchase Metrocall Common Stock will vest
immediately upon receipt of approval of the Federal Communications Commission
(the "FCC") of the transfer of such licenses to Metrocall.

           The summaries contained in this Schedule 13D of certain provisions of
the Asset Purchase Agreement and the Management Agreement are qualified in their
entirety by reference to the Asset Purchase Agreement and the Management
Agreement, copies of which are filed as exhibits hereto and are incorporated
herein by reference.


                                       6
<PAGE>
Item 4.     Purpose of the Transaction.
            --------------------------

           WebLink Inc.'s purpose in entering into this transaction was to
receive fair value for the sale of the substantial majority of its operating
assets. WebLink Inc. received a large equity position in Metrocall that WebLink
Inc. believes should allow it to realize the benefits of Metrocall's scale and
benefit from the ability to strip out redundant operating costs.

           Subject to and depending upon availability at prices deemed favorable
by the Beneficial Owners, the Beneficial Owners, directly or through their
respective subsidiaries, may liquidate their interest in the securities of
Metrocall or purchase additional shares of Metrocall Common Stock, in either
case from time to time in the open market, in privately negotiated transactions
with third parties or otherwise.

           Additional information is included in the response to Item 3 of this
Schedule 13D, which Item is incorporated herein by reference.

           Except as set forth above, the Beneficial Owners have no present
plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.     Interest in Securities of the Issuer.
            ------------------------------------

           (a) As of November 18, 2003, the Beneficial Owners beneficially owned
the following shares of Metrocall Common Stock:

           (i) WebLink LP is the direct owner of 500,000 shares of Metrocall
Common Stock and an immediately exercisable Warrant to purchase 25,000 shares of
Metrocall Common Stock representing approximately 9.57% of the 5,486,160 shares
of Metrocall Common Stock outstanding after giving effect to issuances of
Metrocall Common Stock and the immediately exercisable Warrant pursuant to the
Asset Purchase Agreement and Management Agreement (the "Outstanding Shares").

           (ii) By virtue of being the general partner of WebLink LP, for
purposes of this Schedule 13D, WebLink Inc. may be deemed to share voting and
dispositive power with respect to the shares of Metrocall Common Stock and the
immediately exercisable Warrant, each owned of record by WebLink LP, and
therefore may be deemed to be a beneficial owner of all of the shares of
Metrocall Common Stock and the immediately exercisable Warrant beneficially
owned by WebLink LP.

           (iii) By virtue of its ownership of approximately 80.2% of the
outstanding shares of WebLink Inc., for purposes of this Schedule 13D, Leucadia
may be deemed to share voting and dispositive power with respect to the shares
of Metrocall Common Stock and the immediately exercisable Warrant beneficially
owned by WebLink Inc., and therefore may be deemed to be a beneficial owner of
all of the shares of Metrocall Common Stock and the immediately exercisable
Warrant beneficially owned by WebLink Inc.


                                       7
<PAGE>
           (iv) By virtue of their ownership of Leucadia common shares and their
positions as Chairman of the Board, and President and a director, respectively,
of Leucadia, for purposes of this Schedule 13D, Mr. Cumming and Mr. Steinberg
may be deemed to share voting and dispositive powers with respect to the shares
of Metrocall Common Stock and the immediately exercisable Warrant beneficially
owned by Leucadia and therefore may be deemed to be beneficial owners of all of
the shares of Metrocall Common Stock and the immediately exercisable Warrant
beneficially owned by Leucadia.

           (v) Except as set forth in Paragraph (i) through (iv) of this Item
5(a), to the best knowledge of the Beneficial Owners, none of the other persons
identified pursuant to Item 2 above beneficially owns any shares of Metrocall
Common Stock.

           (b) Item 5(a) is incorporated herein by reference.

           (c) Except as otherwise described herein, none of the persons
identified pursuant to Item 2 above has effected any transactions in Metrocall
Common Stock during the past sixty days.

           (d) Not applicable.

           (e) Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships with
           -------------------------------------------------------------
           Respect to Securities of the Issuer.
           ------------------------------------

           Reference is made to the Asset Purchase Agreement, Management
Agreement and Warrants described in Item 3 above, a copy of each of which is
filed as an exhibit hereto and is incorporated herein by reference.

           On November 18, 2003, pursuant to the Asset Purchase Agreement,
WebLink LP entered into a registration rights agreement with Metrocall (the
"Registration Rights Agreement") by which Metrocall has granted WebLink LP
certain rights to obligate Metrocall to register for sale under the Securities
Act of 1933, as amended, the shares of Metrocall Common Stock that were issued
to WebLink LP pursuant to the Asset Purchase Agreement and those shares that are
issuable under the terms of each of the Warrants. The Registration Rights
Agreement is filed as an exhibit hereto, and is incorporated herein by
reference.

Item 7.    Material to be Filed as Exhibits.
           --------------------------------

           1. Agreement among the Beneficial Owners with respect to the filing
of this Schedule 13D.

           2. Asset Purchase Agreement, dated November 18, 2003, by and among
WebLink LP, WebLink Inc. Metrocall Inc. and Metrocall.

           3. Management and Spectrum Lease Agreement dated November 18, 2003,
by and among Metrocall, Metrocall Inc., Weblink Inc., WebLink LP, PageMart II
Holdings LLC and PageMart PCS Holdings LLC.

           4. Registration Rights Agreement, dated November 18, 2003, by and
between WebLink LP and Metrocall.

           5. Common Stock Purchase Warrant, dated November 18, 2003.

           6. Common Stock Purchase Warrant, dated November 18, 2003.


                                       8
<PAGE>
                                    SIGNATURE

           After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

          Dated:  November 26, 2003




                          WEBLINK WIRELESS I, L.P.

                          By: WEBLINK WIRELESS, INC., its general partner


                          By: /s/ David Larsen
                             --------------------------------------------------
                             Name: David Larsen
                             Title:   President and Chief Executive Officer

                          WEBLINK WIRELESS, INC.


                          By:  /s/ David Larsen
                             ---------------------------------------------------
                              Name:   David Larsen
                              Title:  President and Chief Executive Officer

                          LEUCADIA NATIONAL CORPORATION

                          By: /s/ Joseph A. Orlando
                             --------------------------------------------------
                             Name: Joseph A. Orlando
                             Title: Vice President and Chief Financial Officer



                                       9
<PAGE>
                                   SCHEDULE A

Directors and Executive Officers of WebLink LP, WebLink Inc. and Leucadia
- -------------------------------------------------------------------------

Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of WebLink Inc. and Leucadia.
While WebLink LP maintains operations and employees, WebLink LP does not have
any directors and executive officers and is managed solely by its general
partner, WebLink Inc. To the knowledge of the Beneficial Owner, each person
listed below is a United States citizen.

           For purposes of this Schedule A, WebLink Inc. is "(a)", and Leucadia
is "(b)".

<TABLE>
<CAPTION>
                                                                                                 Principal Occupation or
Name and Business Address                       Directorships       Offices                      Employment
- -------------------------                       -------------       -------                      ------------------------
<S>                                          <C>                  <C>                          <C>

 Ian M. Cumming                                 (a) and (b)         Chairman of the Board        Chairman of the Board of (b)
c/o Leucadia National Corporation                                   of (b)
529 E. South Temple
Salt Lake City, Utah  84102

Joseph S. Steinberg                             (a) and (b)         President of (b)             President of (b)
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010

Paul M. Dougan                                  (b)                 --                           President and Chief Executive
c/o Equity Oil Company                                                                           Officer of Equity Oil Company (a
10 West 300 South                                                                                company engaged in oil and gas
Salt Lake City, Utah  84102                                                                      exploration and production having
                                                                                                 an office in Salt Lake City, Utah)

Lawrence D. Glaubinger                          (b)                 --                           Private Investor; President of
c/o Lawrence Economic                                                                            Lawrence Economic Consulting Inc.,
Consulting, Inc.                                                                                 (a management consulting firm)
P.O. Box 3567 Hallandale Beach, FL 33008

James E. Jordan                                 (b)                 --                           Managing Director of Arnhold and
c/o Arnhold and S. Bleichroeder Advisors, Inc.                                                   S. Bleichroeder Advisors, Inc. (a
1345 Avenue of the Americas                                                                      company engaged in asset
New York, N.Y.  10105                                                                            management services)



                                       10
<PAGE>
                                                                                                 Principal Occupation or
Name and Business Address                       Directorships       Offices                      Employment
- -------------------------                       -------------       -------                      ------------------------

Jesse Clyde Nichols, III                        (b)                 --                           Retired Investor
4945 Glendale Road
Westwood Hills, KS 66205

Thomas E. Mara                                  --                  Executive Vice President     Executive Vice President and
c/o Leucadia National Corporation                                   and  Treasurer of (b)        Treasurer of (b)
315 Park Avenue South
New York, NY 10010

Joseph A. Orlando                               (a)                 Vice President and Chief     Vice President and Chief Financial
c/o Leucadia National Corporation                                   Financial Officer of (b)     Officer of (b)
315 Park Avenue South
New York, NY 10010

Mark Hornstein                                  --                  Vice President and Asst.     Vice President and Asst. Secretary
c/o Leucadia National Corporation                                   Secretary of (b)             of (b)
315 Park Avenue South
New York, NY 10010

Philip M. Cannella                              --                  Asst. Vice President         Asst. Vice President of (b)
c/o Leucadia National Corporation                                   of (b)
315 Park Avenue South
New York, NY 10010

Barbara L. Lowenthal                            --                  Vice President and           Vice President and Comptroller of
c/o Leucadia National Corporation                                   Comptroller of (b)           (b)
315 Park Avenue South
New York, NY 10010

H. E. Scruggs                                   --                  Vice President of (b)        Vice President of (b)
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010

Laura E. Ulbrandt                               --                  Secretary of (b)             Secretary of (b)
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010

David Larsen                                    (a)                 President and Chief          President and Chief Executive
c/o Leucadia National Corporation                                   Executive Officer of (a)     Officer of (a)
315 Park Avenue South
New York, NY 10010

Kelly Prentiss                                  --                  Chief Financial Officer of   Chief Financial Officer of (a)
c/o WebLink Wireless, Inc.                                          (a)
3333 Lee Parkway, Suite 100, Dallas, Texas
75219

</TABLE>



                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>jd11-26ex_1.txt
<TEXT>
                                                                       EXHIBIT 1


                                    AGREEMENT

           This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of the common stock of Metrocall
Holdings, Inc. is being filed on behalf of each of the entities named below.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

Dated:  November 26, 2003




                        WEBLINK WIRELESS I, L.P.

                        By: WEBLINK WIRELESS, INC., its general partner


                        By: /s/ David Larsen
                           -----------------------------------------------------
                            Name:  David Larsen
                            Title: President and Chief Executive Officer

                        WEBLINK WIRELESS, INC.


                        By: /s/ David Larsen
                           -----------------------------------------------------
                            Name:  David Larsen
                            Title: President and Chief Executive Officer

                        LEUCADIA NATIONAL CORPORATION

                        By:  /s/ Joseph A. Orlando
                           -----------------------------------------------------
                            Name: Joseph A. Orlando
                            Title: Vice President and Chief Financial Officer


                                       12


NY2:\1342747\06\ss2j06!.DOC\76830.0256

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>jd11-25ex_2.txt
<TEXT>
                                                                       EXHIBIT 2



                            ASSET PURCHASE AGREEMENT

                                      AMONG

                            METROCALL HOLDINGS, INC.,

                                METROCALL, INC.,

                            WEBLINK WIRELESS I, L.P.

                                       AND

                             WEBLINK WIRELESS, INC.

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



                          Dated as of November 18, 2003




NY2:\1333240\12\SKQG12!.DOC\76830.0236
<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<S>                 <C>                                                                                             <C>
                                                                                                                         PAGE


ARTICLE I                 DEFINITIONS.....................................................................................1

           1.1       Certain Definitions..................................................................................1

ARTICLE II                PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES..........................................9

           2.1       Purchase and Sale of Assets..........................................................................9

           2.2       Excluded Assets.....................................................................................12

           2.3       Assumption of Liabilities...........................................................................13

           2.4       Excluded Liabilities................................................................................15

           2.5       Further Conveyances and Assumptions; Consent of Third Parties.......................................16

           2.6       Indemnification Procedures..........................................................................17

           2.7       Bulk Sales Laws.....................................................................................19

           2.8       Purchase Price Allocation...........................................................................19

           2.9       Parent Guarantee....................................................................................20

ARTICLE III               CONSIDERATION..................................................................................20

           3.1       Consideration.......................................................................................20

           3.2       Payment of Consideration on the Initial Closing Date................................................20

           3.3       Payment of Consideration on the License-Related Asset Purchase Closing Date.........................20

ARTICLE IV                CLOSING AND DELIVERIES.........................................................................20

           4.1       Initial Closing.....................................................................................20

           4.2       License-Related Asset Purchase Closing..............................................................21

           4.3       Sellers Closing Documents...........................................................................21

           4.4       Purchaser Closing Documents.........................................................................22

ARTICLE V                 REPRESENTATIONS AND WARRANTIES OF SELLERS......................................................23

           5.1       Organization and Good Standing......................................................................23

           5.2       Authorization of Agreement..........................................................................23

           5.3       Conflicts; Governmental Consents....................................................................24

           5.4       Financial Statements................................................................................24

           5.5       No Undisclosed Liabilities..........................................................................25

           5.6       Absence of Certain Developments.....................................................................25


                                       i
<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)
                                                                                                                        PAGE

           5.7       Real Property.......................................................................................25

           5.8       Tangible Personal Property..........................................................................25

           5.9       Intellectual Property...............................................................................25

           5.10      Material Contracts..................................................................................26

           5.11      Employee Benefits Plans.............................................................................26

           5.12      Labor...............................................................................................28

           5.13      Litigation..........................................................................................28

           5.14      Compliance with Laws; Permits.......................................................................28

           5.15      Financial Advisors..................................................................................28

           5.16      Taxes...............................................................................................29

           5.17      Employees on Leave..................................................................................29

           5.18      Title to Purchased Assets and Related Matters.......................................................29

           5.19      Ownership of Membership Interest....................................................................29

           5.20      No Other Representations or Warranties; Schedules...................................................29

ARTICLE VI                REPRESENTATIONS AND WARRANTIES OF PURCHASER....................................................30

           6.1       Organization and Good Standing......................................................................30

           6.2       Authorization of Agreement..........................................................................30

           6.3       Conflicts; Governmental Consents....................................................................31

           6.4       SEC Documents; Undisclosed Liabilities..............................................................31

           6.5       Capitalization......................................................................................33

           6.6       Absence of Certain Developments.....................................................................34

           6.7       Taxes...............................................................................................34

           6.8       Litigation..........................................................................................34

           6.9       Financial Advisors..................................................................................34

           6.10      Condition of the Business...........................................................................34

           6.11      Elimination of Transfer Restrictions................................................................35

ARTICLE VII               POST-CLOSING COVENANTS.........................................................................35

           7.1       Access to Information...............................................................................35

           7.2       Preservation of Records.............................................................................36


                                       ii
<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)
                                                                                                                        PAGE

           7.3       Publicity...........................................................................................36

           7.4       Negative Covenant...................................................................................36

           7.5       Notification........................................................................................36

           7.6       Sellers' Reasonable Best Efforts....................................................................37

           7.7       Purchaser's Reasonable Best Efforts.................................................................37

           7.8       Non-Solicitation....................................................................................37

           7.9       Employment..........................................................................................37

           7.10      Employee Benefits...................................................................................38

           7.11      Confidentiality.....................................................................................39

           7.12      Tax Reporting.......................................................................................40

           7.13      Assumption in Bankruptcy............................................................................40

           7.14      No Negotiation......................................................................................40

           7.15      Change of Name; Use of Names........................................................................41

ARTICLE VIII              CONDITIONS TO LICENSE-RELATED ASSET PURCHASE CLOSING...........................................41

           8.1       Conditions Precedent to the Obligations of Purchaser and Sellers....................................41

           8.2       Condition Precedent to the Obligations of Each Seller...............................................41

ARTICLE IX                MISCELLANEOUS..................................................................................42

           9.1       No Survival of Representations and Warranties.......................................................42

           9.2       Payment of Sales, Use or Similar Taxes..............................................................42

           9.3       FCC Applications....................................................................................42

           9.4       Expenses............................................................................................42

           9.5       Submission to Jurisdiction; Consent to Service of Process...........................................42

           9.6       Entire Agreement; Amendments and Waivers............................................................43

           9.7       Governing Law.......................................................................................43

           9.8       Notices.............................................................................................43

           9.9       Severability........................................................................................44

           9.10      Binding Effect; Assignment..........................................................................44

           9.11      Non-Recourse........................................................................................45

           9.12      Counterparts........................................................................................45


                                      iii
<PAGE>
                                          SCHEDULES
                                          ---------

                     Schedule 1.1(a)                Equipment Leases
                     Schedule 1.1(b)                FCC Licenses
                     Schedule 1.1(c)                Subsequent Transferred Employees
                     Schedule 1.1(d)                Nonassignable Contracts
                     Schedule 1.1(e)                Purchased Contracts
                     Schedule 2.1(b)(v)             Excluded Corporate Headquarters Furniture and Fixtures
                     Schedule 2.1(b)(xii)           Bank Accounts
                     Schedule 2.1(b)(xiv)           Permits
                     Schedule 2.3(a)(viii)          Severance Agreements/Transaction Bonus
                     Schedule 2.4(e)                Affiliate Liabilities
                     Schedule 5.1(b)                Seller Subsidiaries
                     Schedule 5.3(a)                No Conflicts
                     Schedule 5.3(b)                Governmental Consents
                     Schedule 5.4                   Financials
                     Schedule 5.5                   Undisclosed Liabilities
                     Schedule 5.6                   Certain Developments
                     Schedule 5.7                   Real Property
                     Schedule 5.8                   Tangible Personal Property
                     Schedule 5.9                   Intellectual Property
                     Schedule 5.10                  Material Contracts
                     Schedule 5.11(a)               Employee Benefits Plans
                     Schedule 5.11(c)               Qualified Plans
                     Schedule 5.11(g)               Accelerated Benefit Liabilities
                     Schedule 5.12(b)               Labor
                     Schedule 5.13                  Legal Proceedings
                     Schedule 5.16                  Taxes
                     Schedule 6.3(a)                No Conflict
                     Schedule 6.3(b)                Governmental Consents
                     Schedule 6.4(c)                SEC Documents
                     Schedule 6.5(b)                Securities
                     Schedule 6.6                   Certain Developments
                     Schedule 6.7                   Taxes
                     Schedule 6.8                   Legal Proceedings
                     Schedule 6.9                   Financial Advisors
                     Schedule 7.1(b)                Services
                     Schedule 7.10(c)               Liabilities With Respect to Transferred Employees

                                          EXHIBITS
                                          --------

                     Exhibit A-1 - Form of Warrant
                     Exhibit A-2 - Form of Warrant
                     Exhibit B - Form of Registration Rights Agreement
                     Exhibit C - Form of Bill of Sale
                     Exhibit D - Form of Assignment and Assumption Agreement
                     Exhibit E - Form of Management and Spectrum Lease Agreement
                     Exhibit F - Form of Indemnification Agreement
                     Exhibit G - Form of Substitute Severance Agreement

</TABLE>

                                     iv
<PAGE>
                            ASSET PURCHASE AGREEMENT

               ASSET PURCHASE AGREEMENT, dated as of November 18, 2003 (this
"Agreement"), by and among Metrocall Holdings, Inc., a Delaware corporation
("Parent"), Metrocall, Inc., a Delaware corporation ("Purchaser"), WebLink
Wireless I, L.P., a Texas limited partnership ("Company") and WebLink Wireless,
Inc., a Delaware corporation ("WebLink", together with Company, "Sellers").

                              W I T N E S S E T H:

               WHEREAS, Sellers and the Subsidiaries presently conduct the
Business;

               WHEREAS, Purchaser and/or its Affiliates are party to certain
existing operating agreements with Sellers;

               WHEREAS, Sellers desire to sell, transfer and assign to
Purchaser, and Purchaser desires to acquire and assume from Sellers,
respectively, all of the Purchased Assets and Assumed Liabilities, all as more
specifically provided herein; and

               WHEREAS, certain terms used in this Agreement are defined in
Section 1.1;

               NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereby agree as
follows:

                                   ARTICLE I

                                   DEFINITIONS

               1.1 Certain Definitions.

               (a) For purposes of this Agreement, the following terms shall
have the meanings specified in this Section 1.1:

               "Accounts Receivable" means (a) all trade accounts receivable and
other rights to payment from customers of Sellers and the full benefit of all
security for such accounts or rights to payment, including all trade accounts
receivable representing amounts receivable in respect of goods shipped or
products sold or services rendered to customers of Sellers, (b) all other
accounts or notes receivable of Sellers and the full benefit of all security for
such accounts or notes and (c) any claim, remedy or other right related to any
of the foregoing.

               "Affiliate" means, with respect to any Person, any other Person
that, directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person, and the term
"control" (including the terms "controlled by" and "under common control with")
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through
ownership of voting securities, by contract or otherwise.


<PAGE>
               "Assumed Liabilities" means Initial Assumed Liabilities, the
Subsequent Transferred Employee Liabilities and the License-Related Assumed
Liabilities.

               "Business" means the business of Sellers and the Subsidiaries as
presently conducted.

               "Business Day" means any day of the year on which national
banking institutions in New York are open to the public for conducting business
and are not required or authorized to close.

               "Code" means the Internal Revenue Code of 1986, as amended.

               "Contract" means any contract, licenses, indenture, note, bond,
lease, commitment or other agreement.

               "Corporate Headquarters" means Company's corporate headquarters
located at 3333 Lee Parkway, Dallas, Texas.

               "Equipment Leases" means collectively, leases for the equipment
used in the Business including those set forth in Schedule 1.1(a).

               "ERISA" means the Employment Retirement Income Security Act of
1974, as amended.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

               "FCC" means the United States Federal Communications Commission
and any successor agency.

               "FCC Applications" means the applications requesting the FCC's
consent to the transfer of control or assignment of the FCC Licenses from
Sellers to Purchaser.

               "FCC Approval" means the FCC's grant, in writing and by Final
Order, of the FCC Applications, whether by public notice, order or letter to the
parties.

               "FCC Licenses" means all licenses issued by the FCC and held by
Sellers or the License Subsidiaries to construct, own and operate paging or
other wireless systems and all construction permits or conditional
authorizations that have been applied for by, or issued by the FCC to, Sellers
or the License Subsidiaries, as listed on Schedule 1.1(b), including, if any,
those acquired after the date hereof and prior to the License-Related Purchased
Asset Closing Date.

               "Final Order" means FCC Approval or other action by a
Governmental Body for which (a) no petition or request for reconsideration or
review by the FCC or any other Governmental Body has been filed; (b) no appeal
or petition for judicial review has been filed; and (c) no reconsideration or
review has been undertaken by the FCC or other Governmental Body, as the case
may be, on its own motion; and (d) the time for the filings or actions described
in (a) through (c) has passed.


                                       2
<PAGE>
               "Furniture and Equipment" means all furniture, fixtures,
furnishings, equipment, vehicles, leasehold improvements and other tangible
personal property owned or used by the Sellers, or which the Sellers have the
right to use, in the conduct of the Business, including all artwork, desks,
chairs, tables, hardware, copiers, telephone lines and numbers, telecopy
machines and other telecommunication equipment, cubicles and miscellaneous
office furnishings and supplies.

               "GAAP" means generally accepted accounting principles in the
United States as in effect on the date of any financial statement with respect
to which such term is used or, to the extent not related to any such financial
statements, as of the date hereof.

               "Governmental Body" means any government or governmental or
regulatory body thereof, or political subdivision thereof, whether federal,
state, local or foreign, or any agency, instrumentality or authority thereof, or
any court or arbitrator (public or private).

               "HIPAA" means the Health Insurance Portability and Accountability
Act of 1996.

               "Income Taxes" means any Taxes based on or measured by gross or
net income other than Taxes that are in the nature of sales and use Taxes.

               "Indebtedness" of any Person means, without duplication, (i) the
principal of and premium (if any) in respect of (A) indebtedness of such Person
for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is responsible or
liable; (ii) all obligations of such Person issued or assumed as the deferred
purchase price of property, all conditional sale obligations of such Person and
all obligations of such Person under any title retention agreement (but
excluding trade accounts payable and other accrued current liabilities arising
in the ordinary course of business); (iii) all obligations of such Person under
leases required to be capitalized in accordance with GAAP; (iv) all obligations
of such Person for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction; (v) all obligations of the
type referred to in clauses (i) through (iv) of other Persons for the payment of
which such Person is responsible or liable, directly or indirectly, as obligor,
guarantor, surety or otherwise, including guarantees of such obligations; and
(vi) all obligations of the type referred to in clauses (i) through (v) of other
Persons secured by any Lien on any property or asset of such Person (whether or
not such obligation is assumed by such Person).

               "Initial Transferred Employees" means all employees of Sellers
other than Subsequent Transferred Employees, including those employees on an
approved leave of absence, vacation or short term disability, that were employed
by Sellers immediately prior to the Initial Closing Date.

               "IRS" means the Internal Revenue Service.

               "Knowledge of Purchaser" or "Purchaser's Knowledge" means the
actual knowledge of Vincent Kelly, George Moratis and Stan Sech.


                                       3
<PAGE>
               "Knowledge of Sellers" or "Sellers' Knowledge" means the actual
knowledge of Ross Buckenham, Kelly Prentiss, Doug Glen, and David Larsen.

               "Law" means any foreign, federal, state, local law, statute,
code, ordinance, rule or regulation.

               "Legal Proceeding" means any judicial, administrative or arbitral
actions, suits, pleadings, complaints or proceedings (public or private) by or
before a Governmental Body.

               "Liability" means any debt, liability or obligation (whether
direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or
unliquidated, or due or to become due) and including all costs and expenses
relating thereto.

               "License Subsidiaries" means PageMart PCS Holdings LLC, a
Delaware limited liability company, and PageMart II Holdings LLC, a Delaware
limited liability company.

               "License Subsidiary Interests" means all of the Membership
Interests.

               "Lien" means any lien, encumbrance, pledge, mortgage, deed of
trust, security interest, claim, lease, charge, option, right of first refusal,
right of set-off or recoupment, easement, servitude or transfer restriction.

               "Long-Term Indebtedness" means Indebtedness of Sellers comprised
of its Tranche A Term Notes, Tranche B Term Notes, Tranche C PIK Notes, Tranche
D PIK Notes and Tranche E PIK Notes.

               "Material Adverse Effect" means (i) a material adverse effect on
the business, assets, properties, results of operations or financial condition
of Sellers and the Subsidiaries (taken as a whole) or (ii) a material adverse
effect on the ability of Sellers to consummate the transactions contemplated by
this Agreement, other than an effect resulting from an Excluded Matter.
"Excluded Matter" means any one or more of the following: (i) the effect of any
change that generally affects any industry in which Sellers or any of the
Subsidiaries operates; (ii) the effect of any action taken by Purchaser or its
Affiliates with respect to the transactions contemplated hereby or with respect
to Sellers or the Subsidiaries; (iii) any matter within the specific Knowledge
of Purchaser on the date hereof; or (iv) the effect of any changes in applicable
Laws or accounting rules.

               "Membership Interests" means 100% of the limited liability
company membership interests in the License Subsidiaries.

               "Network" means the telecommunications network facilities,
including transmitters, switches, terminals, telephone numbers (including Direct
Inward Dialing numbers), circuits and all telephone interconnection facilities,
and transmitting antennae necessary for operation under the FCC Licenses.


                                       4
<PAGE>
               "Nonassignable Contracts" shall mean any Contract listed on
Schedule 1.1(d).

               "Order" means any order, injunction, judgment, decree, ruling,
writ, assessment or arbitration award of a Governmental Body.

               "Ordinary Course of Business" means the ordinary and usual course
of normal day-to-day operations of the Business consistent with past practice.

               "Parent Common Stock" means shares of common stock, $0.01 par
value, of Parent.

               "Permits" means any approvals, authorizations, consents,
franchises, licenses, permits, certificates or authorization of a Governmental
Body.

               "Permitted Encumbrances" means (i) all defects, exceptions,
restrictions, easements, rights of way and encumbrances as do not in any
material respect detract from the value thereof and do not in any material
respect interfere with the present or contemplated use of the property subject
thereto; (ii) statutory liens for current Taxes, assessments or other
governmental charges not yet delinquent or the amount or validity of which is
being contested in good faith by appropriate proceedings, provided an
appropriate reserve is established therefor; (iii) mechanics', carriers',
workers', repairers' and similar Liens arising or incurred in the Ordinary
Course of Business; (iv) zoning, entitlement and other land use and
environmental regulations by any Governmental Body; (v) liens securing debt as
disclosed in the Financial Statements; (vi) title of a lessor under a capital or
operating lease; (vii) such other imperfections in title, charges, easements,
restrictions and encumbrances which would not result in a Material Adverse
Effect; and (vii) rights of Verizon Wireless Messaging Services under Section
5.6 of the Amended and Restated Strategic Alliance Agreement dated as of January
1, 2003.

               "Person" means any individual, corporation, partnership, firm,
joint venture, limited liability company, association, joint-stock company,
trust, unincorporated organization, Governmental Body or other entity.

               "Purchased Assets" means the Initial Purchased Assets and the
Licensed-Related Purchased Assets.

               "Purchased Contracts" means all Contracts (including customer
Contracts and Nonassignable Contracts) related to the Purchased Assets or the
Business and rights thereunder, including the Contracts listed on Schedule
1.1(e).

               "Purchased Intellectual Property" means all intellectual property
rights owned by Seller and the Subsidiaries, all intellectual property rights
used in the Business, whether owned or held by WebLink, Company or the
Subsidiaries or any third party, including without limitation, the following:
(i) all patents and applications therefor, including continuations, divisionals,
continuations-in-part, or reissues of patent applications and patents issuing
thereon (collectively, "Patents"), (ii) all trademarks, service marks, trade
names, service names, brand names, trade dress rights, logos, Internet domain
names and corporate names, together with the goodwill associated with any of the
foregoing, and all applications, registrations and renewals thereof,
(collectively, "Marks"), (iii) all copyrights and registrations and applications
therefor, works of authorship and mask work rights (collectively, "Copyrights")
and (iv) all right, title and interest of Sellers and the Subsidiaries in and to
any Software and Technology owned by Seller and the Subsidiaries.


                                       5
<PAGE>
               "Purchaser Material Adverse Effect" means (i) a material adverse
effect on the business, assets, properties, results of operations or financial
condition of Parent, Purchaser and their subsidiaries (taken as a whole) or (ii)
a material adverse effect on the ability of Purchaser to consummate the
transactions contemplated by this Agreement, other than an effect resulting from
an Excluded Matter. "Excluded Matter" means any one or more of the following:
(i) the effect of any change that generally affects any industry in which
Purchaser or any of its subsidiaries operates; (ii) the effect of any action
taken by Sellers or their Affiliates with respect to the transactions
contemplated hereby or with respect to Purchaser; (iii) any matter within the
specific Knowledge of the Sellers on the date hereof; or (iv) the effect of any
changes in applicable Laws or accounting rules.

               "Parent Ordinary Course of Business" means the ordinary and usual
course of normal day-to-day operations of the business of Parent.

               "Purchaser Ordinary Course of Business" means the ordinary and
usual course of normal day-to-day operations of the business of Purchaser.

               "Securities Act" means the Securities Act of 1933, as amended.

               "Severance Agreements" shall mean the Employment Agreements, the
Key Employee Severance Plan and the Employee Severance Agreements listed on
Schedule 2.3(a)(viii).

               "Software" means any and all (i) computer programs, including any
and all software implementations of algorithms, models and methodologies,
whether in source code or object code, (ii) databases and compilations,
including any and all data and collections of data, whether machine readable or
otherwise, (iii) descriptions, flow-charts and other work product used to
design, plan, organize and develop any of the foregoing, screens, user
interfaces, report formats, firmware, development tools, templates, menus,
buttons and icons, and (iv) all documentation including user and operations and
maintenance manuals and other training documentation related to any of the
foregoing.

               "Subsequent Transferred Employees" means all employees of Sellers
listed on Schedule 1.1(c).

               "Subsidiary" means any Person of which a majority of the
outstanding voting securities or other voting equity interests are owned,
directly or indirectly, by Sellers.


                                       6
<PAGE>
               "Tax" or "Taxes" means (i) all federal, state, local or foreign
taxes, charges, fees, imposts, levies or other assessments, including, without
limitation, all net income, gross receipts, capital, sales, use, ad valorem,
value added, transfer, franchise, profits, inventory, capital stock, license,
withholding, payroll, employment, social security, unemployment, excise,
severance, stamp, occupation, property and estimated taxes, customs duties,
fees, assessments and charges of any kind whatsoever, (ii) all interest,
penalties, fines, additions to tax or additional amounts imposed by any taxing
authority in connection with any item described in clause (i), and (iii) any
transferee liability in respect of any items described in clauses (i) and/or
(ii).

               "Tax Return" means all returns, declarations, reports, estimates,
information returns and statements required to be filed in respect of any Taxes.

               "Technology" means, collectively, all designs, formulae,
algorithms, procedures, methods, techniques, ideas, know-how, research and
development, technical data, programs, subroutines, tools, materials,
specifications, processes, inventions (whether patentable or unpatentable and
whether or not reduced to practice), apparatus, creations, improvements, works
of authorship and other similar materials, and all recordings, graphs, drawings,
reports, analyses, and other writings, and other tangible embodiments of the
foregoing, in any form whether or not specifically listed herein, and all
related technology.

               "Transaction Documents" shall mean this Agreement, the
Registration Rights Agreement, the Assignment and Assumption Agreement, the Bill
of Sale, the Management and Spectrum Lease Agreement, the Warrants and the
Indemnification Agreement.

               "Transferred Employees" shall mean Initial Transferred Employees
and Subsequent Transferred Employees.

                     (b) Terms Defined Elsewhere in this Agreement. For purposes
of this Agreement, the following terms have meanings set forth on the pages
indicated:

Accountants..................................................................19
Asset Acquisition Statement..................................................19
Balance Sheet................................................................25
Balance Sheet Date...........................................................25
Claim........................................................................16
COBRA........................................................................27
Company.......................................................................1
Copyrights....................................................................6
Documents....................................................................23
Employee Benefit Plans.......................................................26
Encumbrances.................................................................16
Excluded Assets..............................................................12
Excluded Lease...............................................................12
Excluded Liabilities.........................................................15


                                       7
<PAGE>
Excluded Loss................................................................19
Excluded Matter............................................................4, 6
Financial Statements.........................................................24
Indemnification Agreement....................................................21
Initial Assumed Liabilities..................................................13
Initial Closing..............................................................20
Initial Closing Date.........................................................20
Initial Purchased Assets......................................................9
Inventory....................................................................12
Licensed-Related Purchased Assets............................................10
License-Related Asset Purchase Closing.......................................21
License-Related Asset Purchase Closing Date..................................21
License-Related Assumed Liabilities..........................................15
Losses.......................................................................16
Management and Spectrum Lease Agreement......................................21
Marks.........................................................................6
Material Contracts...........................................................26
Negotiation Period...........................................................19
Parent........................................................................1
Parent Securities............................................................33
Patents.......................................................................5
Personal Property Leases.....................................................25
Preferred Stock..............................................................34
Purchaser.....................................................................1
Purchaser Documents..........................................................30
Purchaser Plans..............................................................38
Qualified Plans..............................................................27
Real Property Leases.........................................................25
Registration Rights Agreement................................................20
Reimbursement................................................................11
Representatives..............................................................40
Revised Statements...........................................................19
SEC Documents................................................................31
Sellers.......................................................................1
Subsequent Closing Date......................................................21
Transaction..................................................................39
Transfer Taxes...............................................................42
Warrants.....................................................................20
WebLink.......................................................................1


                     (c) Other Definitional and Interpretive Matters. Unless
otherwise expressly provided, for purposes of this Agreement, the following
rules of interpretation shall apply.

               Calculation of Time Period. When calculating the period of time
before which, within which or following which any act is to be done or step
taken pursuant to this Agreement, the date that is the reference date in
calculating such period shall be excluded. If the last day of such period is a
non-Business Day, the period in question shall end on the next succeeding
Business Day.


                                       8
<PAGE>
               Dollars. Any reference in this Agreement to $ shall mean U.S.
dollars.

               Exhibits/Schedules. The Exhibits and Schedules to this Agreement
are hereby incorporated and made a part hereof and are an integral part of this
Agreement. Any capitalized terms used in any Schedule or Exhibit but not
otherwise defined therein shall be defined as set forth in this Agreement.

               Gender and Number. Any reference in this Agreement to gender
shall include all genders, and words imparting the singular number only shall
include the plural and vice versa.

               Headings. The provision of a Table of Contents, the division of
this Agreement into Articles, Sections and other subdivisions and the insertion
of headings are for convenience of reference only and shall not affect or be
utilized in construing or interpreting this Agreement. All references in this
Agreement to any "Section" are to the corresponding Section of this Agreement
unless otherwise specified.

               Herein. The words such as "herein," "hereinafter," "hereof," and
"hereunder" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires.

               Including. The word "including" or any variation thereof means
"including, without limitation" and shall not be construed to limit any general
statement that it follows to the specific or similar items or matters
immediately following it.

                     (d) The parties hereto have participated jointly in the
negotiation and drafting of this Agreement and, in the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as jointly drafted by the parties hereto and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any
provision of this Agreement.

                                   ARTICLE II

                          PURCHASE AND SALE OF ASSETS;
                            ASSUMPTION OF LIABILITIES

               2.1 Purchase and Sale of Assets. (a) On the terms and subject to
the conditions set forth in this Agreement, (i) at the Initial Closing,
Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall
sell, transfer, assign, convey and deliver to Purchaser, all of Sellers' right,
title and interest in, to and under the Initial Purchased Assets; and (ii) at
the License-Related Asset Purchase Closing, Purchaser shall purchase, acquire
and accept from Sellers, and Sellers shall sell, transfer, assign, convey and
deliver to Purchaser, all of Sellers' right, title and interest in, to and under
the License-Related Purchased Assets.


                                       9
<PAGE>
                     (b) "Initial Purchased Assets" shall mean all of the
assets, properties and rights (whether tangible or intangible, real, personal or
mixed, fixed, contingent or otherwise, and wherever located) of Sellers and
their Subsidiaries, including Sellers' Network, wherever they may be located, as
of the date hereof (other than the Excluded Assets and the Licensed-Related
Purchased Assets), including the following:

                     (i) all Accounts Receivable of Sellers and Subsidiaries
other than Excluded Assets;

                     (ii) all inventory of Sellers and Subsidiaries
("Inventory");

                     (iii) all credits and prepaid expenses or obligations,
including such credits or prepaid expenses pursuant to any agreement with Bell
Mobility;

                     (iv) the Real Property Leases (as hereinafter defined) and
all improvements, fixtures and other appurtenances related thereto, other than
the Excluded Lease;

                     (v) the Furniture and Equipment of Sellers and
Subsidiaries, other than furniture and fixtures physically located in Corporate
Headquarters set forth on Schedule 2.1(b)(v);

                     (vi) Purchased Intellectual Property, including without
limitation the name "WebLink Wireless" and all related Marks;

                     (vii) to the extent assignable, all rights in, to and under
the Purchased Contracts other than the Nonassignable Contracts, and all rights
to receive payment for products and services sold, to the extent payment for
products and services sold prior to the Initial Closing Date has not been
received prior to the Initial Closing (billed and unbilled) and to receive goods
and services purchased pursuant to such Purchased Contracts and to assert claims
and take other actions in respect of breaches or other violations thereof;

                     (viii) all books, records, files or papers of Sellers and
Subsidiaries, whether in hard copy or computer format that are or have been used
in, held for use in or intended to be used in, the Business (other than those
constituting License-Related Purchased Assets), including but not limited to
documents relating to products, services, marketing, advertising, promotional
materials, Purchased Intellectual Property, personnel files (except with respect
to "protected health information" under HIPAA) for Transferred Employees and all
files, customer files and documents (including credit information), supplier
lists, records, literature and correspondence (other than Sellers' payroll
system and related licenses);

                     (ix) Sellers' and Subsidiary's rights in, to and under the
Equipment Leases;


                                       10
<PAGE>
                     (x) except as provided in Section 2.2(i) hereof, all assets
and any rights under any Employee Benefit Plan, including Sellers' and any
Subsidiary's pension plans, supplemental retirement plans, and any agreement
relating to employee benefits, employment or compensation of Sellers and
Subsidiaries or their respective employees, including the funds held by the
Sellers and Subsidiaries with respect to flexible spending accounts of the
Initial Transferred Employees;

                     (xi) any security, vendor, utility or other deposits,
including any security deposits given in favor of lessors or licensors of real
property, any rights to receive from such lessors unpaid construction
allowances, reimbursement for prepaid estimated expenses in excess of actual
expenses and other restricted cash or cash due and owing in respect of such
leases owed to Sellers by such lessor prior to the Initial Closing Date (such
amounts, the "Reimbursement"); provided, however, that the foregoing shall not
apply to any deposits or claims with respect to the Excluded Lease or other
Excluded Assets;

                     (xii) to the extent assignable, all rights, including
without limitation, all deposits and moneys existing on or after the Initial
Closing Date, with respect to the bank accounts (other than bank accounts of
WebLink) listed on Schedule 2.1(b)(xii);

                     (xiii) all marketing materials and works-in-progress, and
all related prepaid expenses, for use in the Business after the Initial Closing;

                     (xiv) to the extent assignable all Permits used by Sellers
or their Subsidiaries in the Business including those listed on Schedule
2.1(b)(xiv) and Section 2.2(f), but excluding sales and use tax permits and
qualifications to do business in any state or district;

                     (xv) all supplies owned by Sellers and their Subsidiaries;

                     (xvi) to the extent assignable, all rights of Sellers and
their Subsidiaries under non-disclosure or confidentiality, non-compete, or
non-solicitation agreements with employees and agents of Sellers or with third
parties including to the extent assignable, any confidential information of
third parties which is subject to an obligation of confidentiality assumed by
Purchaser;

                     (xvii) to the extent assignable, all rights of Sellers and
their Subsidiaries under or pursuant to all warranties, representations and
guarantees, made by third parties, including suppliers, manufacturers and
contractors;

                     (xviii) cash, cash equivalents, bank deposits or similar
cash items other than those covered by Section 2.2(a) hereof;

                     (xix) except as provided in Section 2.2(i) hereof, any
claims, causes of actions, counterclaims, setoffs or defenses and insurance
coverage Sellers or their Subsidiaries may have with respect to any Assumed
Liabilities;


                                       11
<PAGE>
                     (xx) assets of License Subsidiaries other than the FCC
Licenses; and

                     (xxi) all goodwill and other intangible assets associated
with the Business, including customer and supplier lists and the goodwill
associated with the Purchased Intellectual Property.

                     (c) "License-Related Purchased Assets" shall mean the
following:

                     (i) all books, records, files or papers of Sellers and
their Subsidiaries, whether in hard copy or computer format that are used in,
held for use in or intended to be used in, the Business related to FCC Licenses;

                     (ii) to the extent assignable, Sellers' payroll system and
related licenses, but such assets will not be transferred prior to March 31,
2004;

                     (iii) all License Subsidiaries Interests or, at the option
of the Purchaser in lieu of such Membership Interests, the FCC Licenses, in
which event such Membership Interests shall be deemed Excluded Assets; and

                     (iv) except in the circumstance in which the Purchaser
exercises its option pursuant to Section 2.1(c)(ii) hereof to purchase only the
FCC Licenses, minute books, books and records and certificates of License
Subsidiaries.

               2.2 Excluded Assets. Nothing herein contained shall be deemed to
sell, transfer, assign or convey the Excluded Assets to Purchaser, and Sellers
shall retain all right, title and interest to, in and under the Excluded Assets.
"Excluded Assets" shall mean each of the following assets of Sellers:

                     (a) all cash, cash equivalents, bank deposits or similar
cash items of WebLink in an amount equal to $13,500,000 minus $3,865,000, being
the amount of any severance that is payable pursuant to the Severance Agreements
and transaction bonuses listed on Schedule 2.3(a)(viii), provided, however, that
any portion of such amount not paid to such employees, including under the
substitute severance agreements, by April 15, 2004 shall be repaid to Sellers
within five (5) Business Days from such date by wire transfer of immediately
available funds into accounts designated by Sellers;

                     (b) all shares of Arch Wireless, Inc. common stock owned by
Sellers;

                     (c) the real estate lease associated with the Corporate
Headquarters (the "Excluded Lease") and the Facility Management Agreement with
Archer Management Services, Inc. dated December 22, 2000;

                     (d) any claim, right or interest of Sellers in or to any
refund, rebate, abatement or other recovery for Taxes, together with any
interest due thereon or penalty rebate arising therefrom, whether or not filed
as of the date hereof (i) in respect of any Tax period prior to the Initial
Closing Date, with respect to Taxes related to the Business, and (ii) in respect
of any Tax period, with respect to all Taxes not related to the Business.


                                       12
<PAGE>
                     (e) any (i) books and records that Sellers are required by
Law to retain; provided, however, that Purchaser shall have the right to make
copies of any portions of such retained books and records that relate to the
personnel records, the Business or any of the Purchased Assets; (ii) minute
books, stock ledgers and stock certificates of Sellers and the Subsidiaries
other than License Subsidiaries; and (iii) Contracts, books and records
primarily relating to Excluded Assets and Excluded Liabilities;

                     (f) any claims, causes of action, counterclaims, setoffs or
defenses Sellers may have with respect to any Excluded Liability;

                     (g) any partnership interest in Company or stock in a
Subsidiary except those set forth in Section 2.1(c)(ii);

                     (h) all furniture and fixtures physically located in the
Corporate Headquarters as set forth on Schedule 2.1(b)(v); and

                     (i) (i) the Company 401(k) Plan and (ii) all insurance
policies and all deposits, refunds and return premiums related thereto and to
the Aetna medical self-insurance plan, other than the Employee Benefit Plans and
other than any right of coverage or recovery in connection with pending claims
for wrongful termination by a Seller or any Subsidiary.

               2.3 Assumption of Liabilities. (a) On the terms and subject to
the conditions set forth in this Agreement, at the Initial Closing, Purchaser
shall assume, effective as of the Initial Closing Date, the Initial Assumed
Liabilities and shall timely perform and discharge in accordance with their
respective terms, all Initial Assumed Liabilities. "Initial Assumed Liabilities"
shall mean all Liabilities of Sellers under the Purchased Contracts and all
Liabilities of Sellers, (other than the Excluded Liabilities, Subsequent
Transferred Employee Liabilities and License-Related Assumed Liabilities,
including the following Liabilities:

                     (i) all Liabilities of Sellers under the Purchased
Contracts, including any Liabilities relating to or arising from any
investigations, claims, demands or Legal Proceedings arising from such Purchased
Contracts as a result of the consummation of the transactions contemplated
hereby;

                     (ii) all Liabilities of Sellers arising out of, relating to
or with respect to (x) the employment or performance of services for Sellers or
any of their Subsidiaries, or termination of employment or the performance of
services by Sellers or any of their Subsidiaries, of any Initial Transferred
Employees on or before the Initial Closing Date, (y) workers' compensation and
other employment-related claims against Sellers or any of their Subsidiaries
that relate to the period ending on the Initial Closing Date, irrespective of
whether such claims are made prior to or after the Initial Closing, and (z) any
Employee Benefit Plan other than, in the cases of each of (x), (y) and (z), any
liabilities related to the Aetna medical self-insurance plan, the Company 401(k)
plan (but not including any employer matching contributions outstanding for any
period for services rendered ending on or prior to the Initial Closing Date) and
equity awards granted to Transferred Employees;


                                       13
<PAGE>
                     (iii) all Liabilities of Sellers arising from the sale of
products and services in the Ordinary Course of Business;

                     (iv) all accounts payable (including, for the avoidance of
doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts
payable) and accrued expenses of Sellers;

                     (v) all Liabilities for any Taxes of Sellers or any of
their Affiliates arising out of or relating to the Business or the Purchased
Assets, except for (x) the liability described in Section 2.4(d) hereof, (y) all
Liabilities for or in respect of Income Taxes and (z) all Liabilities in respect
of any Tax to the extent such Liabilities are a return of any refund, rebate,
abatement or other recovery in respect of such Tax, including any interest
thereon and penalty rebate arising therefrom, received by Sellers or any of
their Affiliates pursuant to Section 2.2(d) hereof, whether or not application
for such refund, rebate, abatement or other recovery has been filed as of the
date hereof (the Liabilities in respect of Taxes described in the preceding
clauses (x), (y) and (z), "Excluded Taxes");

                     (vi) all other Liabilities with respect to the Business,
the Initial Purchased Assets or the Initial Transferred Employees, other than
the License-Related Assumed Liabilities;

                     (vii) all Liabilities relating to amounts required to be
paid by Purchaser hereunder.

                     (viii) all Liabilities with respect to the payment of
amounts under the Severance Agreements (including any severance payments
relating to the Company's general severance practices if provided for under such
Severance Agreement) listed on Schedule 2.3(a)(viii) and the transaction bonus
payments listed on Schedule 2.3(a)(viii).

                     (b) On the terms and subject to the conditions set forth in
this Agreement, on the Subsequent Transfer Date, Purchaser shall assume,
effective as of the Subsequent Transfer Date, the Subsequent Transferred
Employee Liabilities and shall timely perform and discharge in accordance with
their respective terms, all Subsequent Transferred Employee Liabilities.
"Subsequent Transferred Employee Liabilities" shall mean (i) all Liabilities of
Sellers arising out of, relating to or with respect to (x) the employment or
performance of services for Sellers or any of their Subsidiaries, or termination
of employment or the performance of services by Sellers or any of their
Subsidiaries, of any Subsequent Transferred Employees on or before the
Subsequent Transfer Date, (y) workers' compensation and other employment-related
claims against Sellers or any of their Subsidiaries that relate to the period
ending on the Subsequent Transfer Date, irrespective of whether such claims are
made prior to or after the Subsequent Transfer Date, and (z) any Employee
Benefit Plan other than, in the cases of each of (x), (y) and (z), any
liabilities related to the Aetna medical self-insurance plan, the Company 401(k)
plan (but not including any employer matching contributions outstanding (and
which have not been billed as an Expense under the Management Agreement)
relating to any period for services rendered ending on of before the Subsequent
Transfer Date) and equity awards granted to the Subsequent Transferred
Employees; and (ii) all other Liabilities with respect to the Subsequent
Transferred Employees.


                                       14
<PAGE>

                     (c) On the terms and subject to the conditions set forth in
this Agreement, at the License-Related Asset Purchase Closing, Purchaser shall
assume, effective as of the License-Related Asset Purchase Closing Date, the
License-Related Assumed Liabilities and shall timely perform and discharge in
accordance with their respective terms, all License-Related Assumed Liabilities.
"License-Related Assumed Liabilities" shall mean all (i) Liabilities with
respect to the Business or the License-Related Purchased Assets, other than the
Initial Assumed Liabilities, Subsequent Transferred Employee Liabilities and the
Excluded Liabilities.

               2.4 Excluded Liabilities. Purchaser will not assume or be liable
for any Excluded Liabilities. "Excluded Liabilities" shall mean the following
Liabilities of Sellers or their Affiliates:

                     (a) the Excluded Lease;

                     (b) all Long-Term Indebtedness;

                     (c) all Liabilities relating to or arising out of Excluded
Assets;

                     (d) the outstanding New York State excise tax liability
relating to an Order Granting Motion to Approve Settlement of Claims with the
New York State Department of Taxation entered on October 22, 2002 in WebLink's
Chapter 11 proceeding under the United States Bankruptcy Code;

                     (e) any Liabilities of Sellers owing to any Affiliate of
Sellers and Stockholders of WebLink other than Liabilities described in Schedule
2.4(e);

                     (f) any Liabilities of Sellers to KPMG, Jefferson Wells
International and other Person engaged by Sellers for tax consulting services in
connection with such services;

                     (g) any Liabilities of Sellers incurred or to be incurred
in connection with the negotiation and execution of this Agreement and relating
to amounts required to be paid by Sellers hereunder, including with respect to
the fairness opinion to be delivered to Sellers by Chanin Capital Partners;


                                       15
<PAGE>
                     (h) any Liabilities of Sellers or any Affiliates thereof to
their respective security holders or creditors in connection with the execution,
delivery or performance of this Agreement or otherwise;

                     (i) Liabilities for which Sellers have expressly assumed
responsibility pursuant to this Agreement;

                     (j) any Liabilities of Sellers or their Subsidiaries for
indemnification, including related reimbursement or advancement of expenses
under such indemnification or other amounts, to any officer, director, employee
or agent of Sellers or their Affiliates; and

                     (k) any Liabilities of Sellers or any of their Affiliates
for or in respect of any Excluded Taxes.

               2.5 Further Conveyances and Assumptions; Consent of Third
Parties.

                     (a) From time to time following the Initial Closing or the
License-Related Asset Purchase Closing, as applicable, Sellers and Purchaser
shall, and shall cause their respective Affiliates to, execute, acknowledge and
deliver all such further conveyances, notices, assumptions, releases and such
other instruments, and shall take such further actions, as may be reasonably
necessary or appropriate to assure fully to Purchaser and its respective
successors or assigns, all of the properties, rights, titles, interests,
estates, remedies, powers and privileges intended to be conveyed to Purchaser
under this Agreement and the other Transaction Documents and to assure fully to
Sellers and its Affiliates and their successors and assigns, the assumption of
the Liabilities and obligations intended to be assumed by Purchaser under this
Agreement and the other Transaction Documents, and to otherwise make effective
the transactions contemplated hereby and thereby.

                     (b) Assuming the proper filing of the UCC-3 financing
statements by Purchaser, at the Initial Closing and the License-Related Asset
Purchase Closing, the Initial Purchased Assets or License-Related Purchased
Assets, as applicable, shall be sold, transferred, assigned and conveyed to
Purchaser free and clear of all liens, mortgages, licenses, pledges, security
interests, conditional sales agreements, charges, claims, options, rights of
set-off or recoupment, conditions, easements and restrictions of record and any
other encumbrances of any kind or nature whatsoever (collectively,
"Encumbrances") other than Permitted Encumbrances (which for purposes of this
Section 2.5(b) shall exclude liens securing debt as disclosed in the Financial
Statements).

                     (c) Purchaser agrees that it shall indemnify the Sellers
and their Affiliates (collectively, "Indemnified Parties" and individually, an
"Indemnified Party") from and against any amounts and expenses, including any
Liabilities relating to or arising from any investigations, claims, demands or
Legal Proceedings ("Losses") relating to, resulting from or arising out of any
claim of any Person alleging that an Indemnified Party is liable or otherwise
responsible for any Assumed Liabilities (a "Claim").


                                       16
<PAGE>
                     (d) With respect to Purchased Contracts or Permits that
Purchaser believes are useful for the Business after the Initial Closing Date,
Sellers shall, and shall cause their Affiliates to, use their commercially
reasonable efforts to cooperate with Purchaser at its request following the
Initial Closing Date in endeavoring to obtain consents without any obligation on
the part of Sellers or their respective Affiliates to incur any fees or expenses
in connection therewith.

                     (e) Without any further action on its behalf or on behalf
of Sellers, Purchaser shall be deemed to have been assigned each Nonassignable
Contract, and any other Purchased Contract that has not yet been assigned,
whether or not assignable, at the earlier of (a) the receipt of third party
consents to the assignment of such Nonassignable Contract, or (b) December 31,
2004, the earlier of such dates, the "Nonassignable Contract Assignment Date".
Nothing in this Agreements shall require Sellers or any of its Affiliates to
incur any out-of-pocket expenses or Liabilities or provide any financial
accommodation or to remain or become secondarily or contingently liable for any
Assumed Liability in order to obtain any such consent except for reasonable
legal fees related to such efforts in connection with the License-Related
Purchased Assets Closing. Purchaser and Sellers shall use their respective
commercially reasonable efforts to obtain, or cause to be obtained, any consent,
substitution, approval or amendment required to novate all Liabilities under any
and all Purchased Contracts or other Liabilities that constitute Assumed
Liabilities or to obtain in writing the unconditional release of Sellers and
their Affiliates so that, in all cases, Purchaser shall be solely responsible
for such Liabilities after the applicable Closing with respect to such Assumed
Liabilities.

                     (f) The transfer of the FCC Licenses held by the License
Subsidiaries indirectly as a result of the sale of Company's Membership Interest
therein or directly, if so elected by Purchaser, shall be subject to obtaining
FCC Approval prior to such transfer. Control over the License Subsidiaries
and/or their FCC Licenses shall not be conveyed by Company or assumed by
Purchaser until the FCC Approval has been obtained by Final Order.

2.6        Indemnification Procedures.

                     (a) Procedures for Making Claims. In the event that any
Claim shall be asserted by any Person in respect of which payment may be sought
by an Indemnified Party under Section 2.5(c) hereof, such Indemnified Party
shall promptly provide reasonable written notice to Purchaser stating
specifically the nature and dollar amount of any such Claim to the extent known
at such time. Written notice to Purchaser of the existence of any Claim shall be
given by Sellers within fifteen (15) days after its becoming aware of (i) the
Claim giving rise to a Loss or (ii) the assertion a third party Claim with
respect to which Purchaser is obligated under Section 2.5(c) hereof to provide
indemnification or reimbursement; provided, however, that the failure of Sellers
to give such notice shall not relieve Purchaser of its obligations under Section
2.5(c) hereof, except to the extent that such Purchaser is actually prejudiced
by such failure to give notice.


                                       17
<PAGE>
                     (b) Defense of Claims.

                     (i) The Purchaser, at its own expense and through counsel
chosen by it, may elect to defend against, negotiate, settle or otherwise deal
with any Claim which relates to any Losses; and if it so elects, it shall,
within 30 (thirty) Business Days after receiving notice of Claim (or sooner, if
the nature of such Claim so requires), notify the Indemnified Party of its
intent to do so, and such Indemnified Party shall cooperate fully in the
defense, negotiation or settlement of any such Claim. After notice from the
Purchaser to the Indemnified Parties of its election to defend against,
negotiate, settle or otherwise deal with any such Claim, Purchaser shall not be
liable to the Indemnified Parties under this Agreement for any legal or other
expenses subsequently incurred by the Indemnified Parties in connection with the
defense, negotiation or settlement thereof; provided, however, that all
Indemnified Parties shall have the right to collectively employ one (and only
one) counsel to represent such Indemnified Parties in respect of such Claim
hereunder (which counsel shall be reasonably acceptable to the Purchaser) if, in
the reasonable opinion of counsel to the Indemnified Parties, a conflict of
interest between the Indemnified Parties and the Purchaser may exist in respect
of such Claim that would make such separate representation advisable, and in
that event (x) the reasonable fees and expenses of such separate counsel shall
be paid by the Purchaser and (y) each of the Purchaser and the Indemnified
Parties shall have the right to direct its own defense in respect of such Claim;
provided, further, that the Purchaser shall not be required to pay for more than
one additional counsel (excluding local counsel) for Indemnified Parties in
connection with any Claim hereunder. The parties hereto agree to cooperate fully
with each other in connection with any Claims hereunder. If the Purchaser elects
not to defend against, negotiate, settle or otherwise deal with such Claim, or
fails to notify the Indemnified Parties of its election within thirty (30)
Business Days after request by the Indemnified Parties to assume the defense of
any such Claim, the Indemnified Parties may assume control of the defense of
such Claim at Purchaser's expense. Notwithstanding anything in this Section 2.6
to the contrary, neither the Purchaser nor the Indemnified Parties may, without
the prior written consent of the other party, settle or compromise any such
Claim or permit a default or consent to the entry of any judgment unless the
claimant and such party provide to such other party an unqualified written
release from all liability in respect of such Claim, and such settlement or
compromise does not materially and adversely impair the ability of the
Indemnified Parties to conduct their respective businesses, and does not contain
any admission of wrongdoing on the part of any of the Indemnified Parties.
Notwithstanding the foregoing, if a settlement offer solely for money damages is
made by the applicable third party claimant, and the Purchaser notifies the
Indemnified Parties in writing of the Purchaser's willingness to accept the
settlement offer and pay the amount called for by such offer, and the
Indemnified Parties decline to accept such offer, the Indemnified Parties may
continue to contest such Claim, free of any participation by the Purchaser, and
the amount of any ultimate liability with respect to such Claim that the
Purchaser has an obligation to pay hereunder shall be limited to the lesser of
(A) the amount of the settlement offer that the Indemnified Parties declined to
accept plus the Losses of the Indemnified Parties relating to such Claim through
the date of its rejection of the settlement offer or (B) the aggregate Losses of
the Indemnified Parties with respect to such Claim.


                                       18
<PAGE>
                     (ii) After any final decision, judgment or award shall have
been rendered by a Governmental Body of competent jurisdiction and the
expiration of the time in which to appeal therefrom, or a settlement shall have
been consummated, or the Indemnified Parties and the Purchaser shall have
arrived at a mutually binding agreement with respect to a Claim hereunder, the
Indemnified Parties shall forward to the Purchaser notice of any sums due and
owing by the Purchaser pursuant to this Agreement with respect to such matter.

                     (c) No Consequential Damages. Notwithstanding anything in
this Agreement to the contrary, no party hereto (or any of its Affiliates)
shall, in any event, be liable to any other party hereto (or any of its
Affiliates) for any consequential, incidental, special or punitive damages of
such other party (or its Affiliates) (collectively, an "Excluded Loss"),
including loss of future revenue, income or profits, diminution of value or loss
of business reputation or opportunity relating to any claim or loss hereunder;
provided, that to the extent that any Loss constitutes the payment of any amount
to a third party that is not an Indemnified Person, such Loss shall not be
reduced by the amount thereof that would otherwise constitute an Excluded Loss.

               2.7 Bulk Sales Laws. Purchaser hereby waives compliance by
Sellers and the Subsidiaries with the requirements and provisions of any "bulk
transfer" Laws of any jurisdiction that may otherwise be applicable with respect
to the sale of any or all of the Purchased Assets to Purchaser.

               2.8 Purchase Price Allocation.

                     (a) Sellers and Purchaser shall act in good faith to
attempt to agree to the allocation of the purchase price (including the Assumed
Liabilities) among the Purchased Assets. In accordance with such allocation and
upon such agreement, Purchaser shall prepare and deliver to Sellers copies of
Form 8594 and any required exhibits thereto (the "Asset Acquisition Statement").
Purchaser shall prepare and deliver to Sellers from time to time revised copies
of the Asset Acquisition Statement (the "Revised Statements") so as to report
any matters on the Asset Acquisition Statement that need updating (including
purchase price adjustments, if any) consistent with the allocation as agreed
upon or determined in accordance with this Section 2.8. The purchase price for
the Initial Purchased Assets and License-Related Purchased Assets shall be
allocated in accordance with the Asset Acquisition Statement or, if applicable,
the last Revised Statements, provided by Purchaser to Sellers, and all income
Tax Returns and reports filed by Purchaser and Sellers shall be prepared
consistently with such allocation.

                     (b) If the Sellers and Purchaser fail to agree to such
matters within 60 days (the "Negotiation Period") after the date hereof, the
allocation of the purchase price among the Purchased Assets will be resolved by
submission to an independent accounting firm of national recognition reasonably
acceptable to Sellers and Buyer (the "Accountants"). If the purchase price
allocation is submitted to the Accountants for resolution, (x) each party will
furnish to the Accountants such work papers and other documents and information
relating to the purchase price allocation as the Accountants may request and are


                                       19
<PAGE>
available to that party (or its independent public accountants), and will be
afforded the opportunity to present to the Accountants any material relating to
the determination and to discuss the determination with the Accountants; (y) the
determination by the Accountants, as set forth in a notice delivered to the
Sellers and Purchaser by the Accountants will be binding and conclusive on the
Sellers and Purchaser; and (z) the fees of the Accountants for such
determination shall be allocated by the Accountant equally between Purchaser and
Sellers.

               2.9 Parent Guarantee. Parent hereby guarantees to Sellers (and
their Affiliates) the full payment of any obligation of Purchaser hereunder,
including, but not limited to, all Initial Assumed Liabilities and
License-Related Assumed Liabilities.

                                  ARTICLE III

                                 CONSIDERATION

               3.1 Consideration. The aggregate consideration for the Purchased
Assets shall be (i) 500,000 shares of Parent Common Stock and (ii) warrants to
purchase an aggregate of 25,000 shares of Parent Common Stock (the "Warrant
Shares") plus, as of the License-Related Asset Purchase Closing Date, up to
100,000 Warrant Shares (to the extent that the right to purchase such additional
Warrant Shares shall not have vested as of such date pursuant to the Management
and Spectrum Lease Agreement), for an exercise price of $40 per share,
exercisable at any time and from time to time, in whole or in part, before the
third anniversary of the delivery of such warrants by Purchaser to Company, in
the form attached hereto as Exhibit A-1 and Exhibit A-2 (the "Warrants"). The
Parent and Purchaser shall use their best efforts to register for resale the
500,000 shares of Parent Common Stock and those shares to be issued pursuant to
the terms of the Warrants, whether or not such Warrants are delivered pursuant
to this Agreement or the Management and Spectrum Lease Agreement, within 120
days of the Initial Closing pursuant to a Registration Rights Agreement in the
form attached hereto as Exhibit B (the "Registration Rights Agreement").

               3.2 Payment of Consideration on the Initial Closing Date. (a) On
the Initial Closing Date, Parent shall deliver 500,000 shares of Parent Common
Stock to Company.

                     (b) Warrants. On the Initial Closing Date, Parent shall
deliver to Company, Warrants to purchase 25,000 Warrant Shares.


               3.3 Payment of Consideration on the License-Related Asset
Purchase Closing Date. On the License-Related Asset Purchase Closing Date, the
Company's right to purchase all remaining Warrant Shares pursuant to the
Warrants shall vest, if not previously vested.


                                       20
<PAGE>
                                   ARTICLE IV

                             CLOSING AND DELIVERIES

               4.1 Initial Closing. The closing of the sale and purchase of the
Initial Purchased Assets and the assumption of the Initial Assumed Liabilities
(the "Initial Closing") shall take place at the offices of Schulte Roth & Zabel
LLP located at 919 Third Avenue, New York, New York (or at such other place as
the parties may mutually agree) at 10:00 a.m. (New York City time) on November
18, 2003 ("Initial Closing Date").

               4.2 License-Related Asset Purchase Closing. The closing of the
sale and purchase of the License-Related Purchased Assets and the assumption of
the License-Related Assumed Liabilities ("License-Related Asset Purchase
Closing") shall take place at the offices of Schulte Roth & Zabel LLP located at
919 Third Avenue, New York, New York 10022 (or at such other place as the
parties may mutually agree) at 10:00 a.m. (New York City time) on the 5th
Business Day after the conditions listed in Section 8.1 and Section 8.2 have
been satisfied or at such other time as the parties may mutually agree
("License-Related Asset Purchase Closing Date").

               4.3 Sellers Closing Documents.

                     (a) At the Initial Closing, Sellers shall deliver or cause
to be delivered the following:

                     (i) A certificate of a duly authorized officer of Sellers,
dated the Initial Closing Date, to the effect that (A) the representations and
warranties of Sellers set forth in this Agreement qualified as to materiality or
Material Adverse Effect are true and correct at and as of the Initial Closing
Date, and those not so qualified are true and correct in all material respects
at and as of the Initial Closing Date, except to the extent such representations
and warranties relate to an earlier date (in which case such representations and
warranties qualified as to materiality were true and correct, and those not so
qualified were true and correct in all material respects, on and as of such
earlier date), and (B) Sellers have performed and complied in all material
respects with all obligations and agreements required by this Agreement to be
performed or complied with by it on or prior to the Initial Closing Date;

                     (ii) A duly executed bill of sale in the form of Exhibit C
hereto;

                     (iii) A duly executed Assignment and Assumption Agreement
in the form of Exhibit D hereto;

                     (iv) A duly executed Management and Spectrum Lease
Agreement in the form of Exhibit E hereto;

                     (v) A duly executed Registration Rights Agreement in the
form of Exhibit B hereto; and


                                       21
<PAGE>
                     (vi) A duly executed Indemnification Agreement in the form
of Exhibit F hereto.

                     (b) At the License-Related Asset Purchase Closing, Sellers
shall deliver or cause to be delivered the following:

                     (i) A duly executed bill of sale in the form of Exhibit C
hereto;

                     (ii) A duly executed Assignment and Assumption Agreement in
the form of Exhibit D hereto; and

                     (iii) Except in the event Purchaser has elected to purchase
the FCC Licenses in lieu of the License Subsidiary Interests, evidence of all
consents required in connection with the assignment of the License Subsidiary
Interests. Sellers and Purchaser shall execute and deliver such certificates,
bills of sale and other documents as the other may reasonably request to
consummate the transfer from Sellers to Purchaser of the License Subsidiary
Interests.

               4.4 Purchaser Closing Documents.

                     (a) At the Initial Closing, Purchaser shall deliver or
cause to be delivered to Sellers (unless otherwise indicated) the following:

                     (i) A certificate of a duly authorized officer of
Purchaser, dated the Initial Closing Date, to the effect that (A) the
representations and warranties of Purchaser set forth in this Agreement
qualified as to materiality or Material Adverse Effect are true and correct at
and as of the Initial Closing Date, and those not so qualified are true and
correct in all material respects at and as of the Initial Closing Date, except
to the extent such representations and warranties relate to an earlier date (in
which case such representations and warranties qualified as to materiality were
true and correct, and those not so qualified were true and correct in all
material respects, on and as of such earlier date), and (B) Purchaser has
performed and complied in all material respects with all obligations and
agreements required by this Agreement to be performed or complied with by it on
or prior to the Initial Closing Date;

                     (ii) A duly executed Assignment and Assumption Agreement
with respect to the Initial Assumed Liabilities;

                     (iii) A duly executed Management and Spectrum Lease
Agreement;

                     (iv) A duly executed Registration Rights Agreement;

                     (v) Duly executed Warrants to purchase 125,000 Warrant
Shares in the form of Exhibits A-1 and A-2 hereto; and


                                       22
<PAGE>
                     (vi) Stock certificates representing 500,000 shares of
Parent Common Stock, duly endorsed in blank or accompanied by stock transfer
powers and with all requisite legends and stock transfer tax stamps attached.

                    (b) At the License-Related Asset Purchase Closing, Purchaser
delivered or caused to be delivered to Sellers a certificate of a duly
authorized officer of Purchaser, dated as of the License-Related Asset Closing
Date, to the effect that all of the rights under the Warrants to purchase all
remaining Warrant Shares have vested upon such License-Related Asset Purchase
Closing.

                                   ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

               Sellers hereby represent and warrant to Purchaser that:

               5.1 Organization and Good Standing.

                     (a) Each Seller is duly organized, validly existing and in
good standing under the laws of its formation and has all requisite power and
authority to own, lease and operate its properties and to carry on its business
as now conducted. Each Seller is duly qualified or authorized to do business and
is in good standing under the laws of each jurisdiction in which the conduct of
its business or the ownership of its properties requires such qualification or
authorization, except where the failure to be so qualified, authorized or in
good standing would not have a Material Adverse Effect.

                     (b) Schedule 5.1(b) hereto sets forth a true and complete
list of all Subsidiaries, together with the jurisdiction of incorporation or
organization of each Subsidiary. Each such Subsidiary is duly organized, validly
existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization and has all requisite power and authority to own,
lease and operate its properties and to carry on its business as now conducted.
Each Subsidiary is duly qualified or authorized to do business and is in good
standing under the laws of each jurisdiction in which the conduct of its
business or the ownership of its properties requires such qualification or
authorization, except where the failure to be so qualified, authorized or in
good standing would not be reasonably expected to have a Material Adverse
Effect. Complete and correct copies of the Certificate of Incorporation, Bylaws
or similar organizational documents of each Subsidiary have been made available
to Purchaser.

               5.2 Authorization of Agreement. Each Seller has all requisite
corporate or entity power and authority to execute and deliver this Agreement ,
the Transaction Documents to which such Seller is a signatory and each other
agreement, document, instrument or certificate contemplated by this Agreement or
to be executed by such Seller in connection with the consummation of the
transactions contemplated hereby and thereby (the "Documents"), and to
consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance by each Seller of this Agreement and each Document to


                                       23
<PAGE>
which it is a party and the consummation of the transactions contemplated hereby
and thereby have been duly authorized by all requisite corporate or entity
action on behalf of such Seller and no other corporate or entity proceedings on
the part of either Seller or its general partner or manager, as applicable, is
necessary. This Agreement has been, and each of the Documents will be at or
prior to delivery thereof on the Initial Closing Date or License-Related Asset
Purchase Closing Date, as applicable, duly and validly executed and delivered by
each Seller party thereto and (assuming the due authorization, execution and
delivery by the other parties hereto and thereto) this Agreement constitutes,
and each of the Documents when so executed and delivered will constitute, the
legal, valid and binding obligation of each Seller party thereto, enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to general
principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).

               5.3 Conflicts; Governmental Consents.

                     (a) Except as set forth on Schedule 5.3(a) hereto, none of
the execution and delivery by each Seller of this Agreement or the Documents to
which it is a party, the consummation of the transactions contemplated hereby or
thereby, or compliance by each Seller with any of the provisions hereof or
thereof will conflict with, or result in any violation of or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination or cancellation under, any provision of (i) the By-laws or
Certificate of Incorporation of WebLink, or the certificate of limited
partnership and partnership agreement of Company, or comparable organizational
documents of any Subsidiary; (ii) any Permit to which either Seller or any
Subsidiary is a party or by which any of the properties or assets of either
Seller or any other Subsidiary is bound; (iii) any Order of any Governmental
Body applicable to either Seller or any Subsidiary or by which any of the
properties or assets of each or any Subsidiary is bound; or (iv) any applicable
Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts,
violations, defaults, terminations or cancellations, that would not in the
aggregate have a Material Adverse Effect.

                     (b) Except as set forth on Schedule 5.3(b), no consent,
waiver, approval, Order, Permit or authorization of, or declaration or filing
with, or notification to, any Governmental Body is required on the part of a
Seller or any Subsidiary in connection with the execution and delivery of this
Agreement or the Documents to which it is a party or the compliance by either
Seller with any of the provisions hereof or thereof, or the consummation of the
transactions contemplated hereby or thereby, except (A) obtaining FCC Approval,
and (B) for such consents, waivers, approvals, Orders, Permits or authorizations
the failure of which to obtain would not in the aggregate be reasonably expected
to have a Material Adverse Effect.

               5.4 Financial Statements. The Sellers have delivered to Purchaser
copies of (i) the audited consolidated balance sheet of WebLink and its
subsidiaries as at December 31, 2002 and the related audited consolidated
statements of income and of cash flows of WebLink and its subsidiaries for the
2002 periods and (ii) the unaudited consolidated balance sheet of WebLink and


                                       24
<PAGE>
its subsidiaries as at September 30, 2003 and the related unaudited consolidated
statements of income and cash flows of WebLink and its subsidiaries (without
related notes and schedules) for the 2003 periods (such audited and unaudited
statements, including the related notes and schedules to such audited
statements, are referred to herein as the "Financial Statements"), copies of
which are attached hereto as Schedule 5.4. Except (i) as set forth in the notes
thereto, if any, and (ii) as disclosed in Schedule 5.4 hereto, each of the
Financial Statements has been prepared in accordance with GAAP consistently
applied and presents fairly in all material respects the consolidated financial
position, results of operations and cash flows of WebLink and its subsidiaries
as at the dates and for the periods indicated therein.

               For the purposes hereof, the unaudited consolidated balance sheet
of WebLink and its subsidiaries as at September 30, 2003 is referred to as the
"Balance Sheet" and September 30, 2003 is referred to as the "Balance Sheet
Date".

               5.5 No Undisclosed Liabilities. (a) Except as set forth on
Schedule 5.5, neither Seller nor any Subsidiary has any Liabilities of any kind
that would have been required to be reflected or reserved against or otherwise
described on the Balance Sheet prepared in accordance with GAAP, except
liabilities (i) as and to the extent set forth on the unaudited balance sheet of
WebLink and the Subsidiaries as of September 30, 2003, (ii) incurred after the
Balance Sheet Date in the Ordinary Course of Business consistent with past
practice, as have not had and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and (iii) incurred
after the Balance Sheet Date not in the Ordinary Course of Business that are in
the aggregate, immaterial in amount.

               5.6 Absence of Certain Developments. Except as contemplated by
this Agreement or as set forth on Schedule 5.6 hereto, since the Balance Sheet
Date (i) Sellers and the Subsidiaries have conducted the Business only in the
Ordinary Course of Business and (ii) there has not been any event, change,
occurrence, circumstance or development that has had or would reasonably be
expected to have a Material Adverse Effect.

               5.7 Real Property. No Seller nor any Subsidiaries has any fee
interest in real property. Schedule 5.7 hereto sets forth a true, correct and
complete list of all leases of real property by a Seller or a Subsidiary
involving annual payments in excess of $50,000, other than the Excluded Lease
(individually, a "Real Property Lease" and collectively, the "Real Property
Leases"). To the Knowledge of Sellers, neither Seller nor any Subsidiary has
received any written notice of any default or event that with notice or lapse of
time, or both, would constitute a default by Seller or any Subsidiary under any
material Real Property Lease.

               5.8 Tangible Personal Property. Schedule 5.8 sets forth all
leases of personal property by Sellers or a Subsidiary (other than leases of
pagers where a Seller or a Subsidiary is a lessor) ("Personal Property Leases")
involving annual payments in excess of $50,000. To the Knowledge of Sellers, no
Seller nor any Subsidiary has received any written notice of any default or any
event that with notice or lapse of time, or both, would constitute a default by
any Seller or any Subsidiary under any of the Personal Property Leases.


                                       25
<PAGE>
               5.9 Intellectual Property. Except as set forth on Schedule 5.9,
Sellers and the Subsidiaries own or have valid licenses to use all material
Purchased Intellectual Property used by them in the Ordinary Course of Business,
except to the extent the failure to be the owner or the valid licensee would not
have a Material Adverse Effect. Except as set forth on Schedule 5.9, to the
Knowledge of Sellers, (i) the material Purchased Intellectual Property used by
Sellers and the Subsidiaries are not the subject of any challenge received by
Sellers or any of the Subsidiaries in writing and (ii) neither Seller nor any
Subsidiary has received any written notice of any default or any event that with
notice or lapse of time, or both, would constitute a default under any material
Purchaser Intellectual Property license to which a Seller or any Subsidiary is a
party or by which it is bound.

               5.10 Material Contracts.

                     (a) Schedule 5.10 sets forth all of the following Contracts
to which a Seller or any of the Subsidiaries is a party or by which it is bound
(collectively, the "Material Contracts"):

                     (i) Contracts with any current officer or director of
either Seller or any of the Subsidiaries;

                     (ii) Contracts with any labor union or association
representing any employee of either Seller or any of the Subsidiaries;

                     (iii) Contracts for the pending sale of any of the assets
of either Seller or any of the Subsidiaries other than in the Ordinary Course of
Business, for consideration in excess of $15,000;

                     (iv) Contracts relating to any pending acquisitions by
either Seller or any of the Subsidiaries of any operating business or the
capital stock of any other Person;

                     (v) Contracts relating to the incurrence of Indebtedness
other than the Long-Term Indebtedness, or the making of any loans, in each case
involving amounts in excess of $10,000, other than equipment leases in the
Ordinary Course of Business; and

                     (vi) any other Contract which involves the future
expenditure of more than $100,000 or annual revenues of more than $500,000.

                     (b) Except as set forth on Schedule 5.10, neither Seller
nor any Subsidiary has received any written notice of any default or event that
with notice or lapse of time, or both, would constitute a default by a Seller
and the Subsidiaries under any Material Contract, except for defaults that would
not have a Material Adverse Effect.


                                       26
<PAGE>
               5.11 Employee Benefits Plans.

                     (a) Schedule 5.11(a) lists "employee benefit plans", as
defined in Section 3(3) of ERISA, and all other material employee benefit
arrangements or payroll practices, including, without limitation, bonus plans,
consulting or other compensation agreements, incentive, equity or equity-based
compensation, or deferred compensation arrangements, stock purchase, severance
pay and practices, sick leave, vacation pay, salary continuation, disability,
hospitalization, medical insurance, life insurance and scholarship programs
maintained by Sellers and the Subsidiaries or to which Sellers and the
Subsidiaries contributed or are obligated to contribute thereunder for current
or former employees of Sellers and the Subsidiaries (the "Employee Benefit
Plans"). Neither the Seller or any of the Subsidiaries has, at any time within
the last six years, maintained, contributed to, or had any obligation to
contribute to, or has any liability (fixed or contingent) with respect to, any
plan subject to Title IV of ERISA or to the funding requirements of Section 412
of the Code including any plan which constituted a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA or any plan subject to Sections 4063 or
4064 of ERISA ("multiple employer plan").

                     (b) True, correct and complete copies of the following
documents, with respect to each of the Employee Benefit Plans (as applicable),
have been made available to Purchaser: (A) any plans and related trust
documents, and all amendments thereto, (B) the most recent Forms 5500 for the
past three (3) years and schedules thereto, (C) the most recent financial
statements and actuarial valuations for the past three (3) years, (D) the most
recent IRS determination letter, (E) the most recent summary plan descriptions
(including letters or other documents updating such descriptions) and (F)
written descriptions of all non-written agreements relating to the Employee
Benefit Plans.

                     (c) Each of the Employee Benefit Plans intended to qualify
under Section 401 of the Code ("Qualified Plans") has been determined by the IRS
to be so qualified, and, except as disclosed on Schedule 5.11(c), to the
Knowledge of Sellers, nothing has occurred with respect to the operation of any
such plan which could reasonably be expected to result in the revocation of such
favorable determination.

                     (d) All contributions and premiums required by law or by
the terms of any Employee Benefit Plan or any agreement relating thereto have
been timely made (taking into account any waivers granted with respect thereto)
to any funds or trusts established thereunder or in connection therewith in all
material respects.

                     (e) None of the Employee Benefit Plans which are "welfare
benefit plans" within the meaning of Section 3(1) of ERISA provide for
continuing benefits or coverage for any participant or any beneficiary of a
participant post-termination of employment except as may be required under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").

                     (f) Each of the Employee Benefit Plans has been maintained,
in all material respects, in accordance with its terms and all provisions of
applicable Law.


                                       27
<PAGE>
                     (g) Except as set forth on Schedule 2.3(a)(viii) and
Schedule 5.11(g) hereto, neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (i) result in
any payment becoming due to any employee (including severance or transaction
bonuses) of a Seller or any of the Subsidiaries; (ii) increase any benefits
otherwise payable under any Employee Benefit Plan; or (iii) result in the
acceleration of the time of payment or vesting of any such benefits.

                     (h) Neither the Seller nor any of the Subsidiaries has
incurred or will incur any actual or contingent liability with respect to any
plan subject to Title IV of ERISA, including any withdrawal liability, or be
required to make any contributions to a multiemployer plan, as a result of any
of them being members of a "controlled group" of corporations, or treated as a
single employer with, Seller within the meaning of Section 414(b), 414(c),
414(m) or 414(n) of the Code arising from or incurred with respect to any period
prior to the Initial Closing Date.

               5.12 Labor.

                     (a) Neither Seller nor any of the Subsidiaries is a party
to any labor or collective bargaining agreement.

                     (b) Except as set forth on Schedule 5.12(b), there are no
(i) strikes, work stoppages, work slowdowns or lockouts pending or, to the
Knowledge of Sellers, threatened against or involving a Seller or any of the
Subsidiaries, or (ii) unfair labor practice charges, grievances or complaints
pending or, to the Knowledge of Sellers, threatened by or on behalf of any
employee or group of employees of Sellers or any of the Subsidiaries, except in
each case as would not have a Material Adverse Effect.

               5.13 Litigation. Except as set forth on Schedule 5.13, there are
no (i) Legal Proceedings pending or, to the Knowledge of Sellers, threatened,
and (ii) to the Knowledge of Sellers, investigations, charges, claims or demands
pending or threatened, against Sellers or the Subsidiaries before any
Governmental Body, which, in case of each of (i) and (ii), if adversely
determined, would reasonably be expected to have a Material Adverse Effect.
There are no (i) Legal Proceedings pending or, to the Knowledge of Sellers,
threatened, and (ii) to the Knowledge of Sellers, investigations, charges,
claims or demands pending or threatened, that, in case of each of (i) and (ii),
are reasonably likely to prohibit or restrain the ability of a Seller to enter
into this Agreement or consummate the transactions contemplated hereby.


                                       28
<PAGE>
               5.14 Compliance with Laws; Permits.

                     (a) Sellers and the Subsidiaries are in compliance with all
Laws of any Governmental Body applicable to the Business, except where the
failure to be in compliance would not have a Material Adverse Effect. Neither
Seller nor any Subsidiary has received any written notice of or been charged
with the violation of any Laws, except where such violation would not have a
Material Adverse Effect.

                     (b) Sellers and the Subsidiaries currently have all Permits
which are required for the operation of the Business, except where the absence
of which would not have a Material Adverse Effect. Neither Seller nor any of the
Subsidiaries is in default or violation (and no event has occurred which, with
notice or the lapse of time or both, would constitute a default or violation) of
any term, condition or provision of any Permit to which it is a party, except
where such default or violation would not have a Material Adverse Effect.

               5.15 Financial Advisors. Except for Chanin Capital Partners, no
Person has acted, directly or indirectly, as a broker, finder or financial
advisor for Sellers in connection with the transactions contemplated by this
Agreement and no Person is entitled to any fee or commission or like payment
from Purchaser in respect thereof.

               5.16 Taxes.

                     (a) Except as set forth on Schedule 5.16, and except for
matters that would not have a Material Adverse Effect, (i) Sellers have timely
filed all Tax Returns required to be filed with the appropriate Tax authorities
in all jurisdictions in which such Tax Returns are required to be filed (taking
into account any extension of time to file granted or to be obtained on behalf
of Sellers); and (ii) all Taxes shown to be payable on such Tax Returns have
been paid.

                     (b) Neither Seller is a Foreign Person within the meaning
of Section 1445 of the Code.

               5.17 Employees on Leave. As of the date hereof, Sellers do not
have more than twenty (20) employees who would constitute Initial Transferred
Employees on an approved leave of absence.

               5.18 Title to Purchased Assets and Related Matters. Except for
Permitted Encumbrances, the Sellers own good and transferable title to all
Purchased Assets free and clear of all Encumbrances.

               5.19 Ownership of Membership Interest. The Company owns the
Membership Interests, free and clear of any Encumbrances other than Permitted
Encumbrances, and has the right, power and authority to sell and transfer the
Membership Interests to Purchaser in the manner provided herein. Assuming the
proper filing of the UCC-3 financing statements by Purchaser, the transfer and
delivery of the Membership Interests as contemplated by this Agreement will
transfer good and marketable title to the Membership Interests, free and clear
of any Encumbrances. The Membership Interests are not subject to any voting
trust or voting or similar agreement, nor is any proxy in effect with respect
thereto.


                                       29
<PAGE>
               5.20 No Other Representations or Warranties; Schedules. Except
for the representations and warranties contained in this Article V (as modified
by the Schedules hereto), neither Seller nor any other Person makes any other
express or implied representation or warranty with respect to Sellers, the
Subsidiaries, the Business, the Purchased Assets and the Assumed Liabilities, or
the transactions contemplated by this Agreement, and Sellers disclaim any other
representations or warranties, whether made by a Seller, any Affiliate of
Sellers or any of their respective officers, directors, employees, agents or
representatives. Except for the representations and warranties contained in this
Article V (as modified by the Schedules hereto), Sellers (i) expressly disclaim
and negate any representation or warranty, expressed or implied, at common law,
by statute, or otherwise, relating to the condition of the Purchased Assets
(including any implied or expressed warranty of merchantability or fitness for a
particular purpose, or of conformity to models or samples of materials) and (ii)
hereby disclaim all liability and responsibility for any representation,
warranty, projection, forecast, statement, or information made, communicated, or
furnished (orally or in writing) to Purchaser or its Affiliates or
representatives (including any opinion, information, projection, or advice that
may have been or may be provided to Purchaser by any director, officer,
employee, agent, consultant, or representative of Sellers or any of its
Affiliates). Sellers make no representations or warranties to Purchaser
regarding the probable success or profitability of the Business. The disclosure
of any matter or item in any schedule hereto shall not be deemed to constitute
an acknowledgment that any such matter is required to be disclosed.

                                   ARTICLE VI

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

               Parent and Purchaser jointly and severally hereby represent and
warrant to Company that:

               6.1 Organization and Good Standing. Each of Parent and Purchaser
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its business
as now conducted.

               Each of Parent and Purchaser is duly qualified or authorized to
do business as a foreign corporation and is in good standing under the laws of
each jurisdiction in which the conduct of its business or the ownership of its
properties requires such qualification or authorization, except where the
failure to be so qualified, authorized or in good standing would not have a
Purchaser Material Adverse Effect.

               6.2 Authorization of Agreement. Each of Parent and Purchaser has
all requisite corporate power and authority to execute and deliver this
Agreement, the Transaction Documents to which either the Parent or Purchaser is
a signatory and each other agreement, document, instrument or certificate
contemplated by this Agreement or to be executed by each of Parent and Purchaser


                                       30
<PAGE>
in connection with the consummation of the transactions contemplated hereby and
thereby (the "Purchaser Documents"), and to consummate the transactions
contemplated hereby and thereby. The execution, delivery and performance by each
of Parent and each of Parent and Purchaser of this Agreement and each Purchaser
Document and the consummation of the transactions contemplated and hereby and
thereby have been duly authorized by all requisite corporate action on behalf of
each of Parent and Purchaser. This Agreement has been, and each of the Purchaser
Documents will be at or prior to the time of delivery thereof to Sellers, duly
and validly executed and delivered by each of Parent and Purchaser and (assuming
the due authorization, execution and delivery by the other parties hereto and
thereto) this Agreement constitutes, and each Purchaser Document when so
executed and delivered will constitute, the legal, valid and binding obligation
of each of Parent and Purchaser, enforceable against each of Parent and
Purchaser in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to general
principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).

               6.3 Conflicts; Governmental Consents.

                    (a) Except as set forth on Schedule 6.3(a) hereto, none of
the execution and delivery by each of Parent and Purchaser of this Agreement or
the Purchaser Documents, the consummation of the transactions contemplated
hereby or thereby, or compliance by each of Parent and Purchaser with any of the
provisions hereof or thereof will conflict with, or result in any violation of
or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination or cancellation under, any provision of (i) the
certificate of incorporation and by-laws of either Parent or Purchaser; (ii) any
Contract or Permit to which either Parent or Purchaser is a party or by which
any of the properties or assets of either Parent or Purchaser are bound; (iii)
any Order of any Governmental Body applicable to either Parent or Purchaser or
by which any of the properties or assets of either Parent or Purchaser are
bound; or (iv) any applicable Law other than, in the case of clauses (ii), (iii)
and (iv), such conflicts, violations, defaults, terminations or cancellations,
that would not have a Purchaser Material Adverse Effect.

                    (b) Except as set forth on Schedule 6.3(b), no consent,
waiver, approval, Order, Permit or authorization of, or declaration or filing
with, or notification to, Governmental Body is required on the part of either
Parent or Purchaser in connection with the execution and delivery of this
Agreement or the Purchaser Documents or the compliance by either Parent or
Purchaser with any of the provisions hereof or thereof or the consummation of
the transactions contemplated hereby or thereby, except for (A)(i) obtaining FCC
Approval and (ii) any filings contemplated by the Registration Rights Agreement;
and (B) for such consents, waivers, approvals, Orders, Permits or authorizations
the failure of which to obtain would not have a Purchaser Material Adverse
Effect.


                                       31
<PAGE>
               6.4 SEC Documents; Undisclosed Liabilities.


                    (a) Parent has filed all required reports, schedules, forms
and registration, proxy and other statements with the SEC since January 1, 2000
(collectively, and in each case including all exhibits and schedules thereto and
documents incorporated by reference therein, the "SEC Documents"). None of
Parent's subsidiaries are required to file periodic reports with the SEC
pursuant to the Exchange Act. As of their respective effective dates (in the
case of SEC Documents that are registration statements filed pursuant to the
Securities Act) and as of their respective SEC filing dates (in the case of all
other SEC Documents), the SEC Documents complied in all material respects with
the requirements of the Exchange Act and the Securities Act, as the case may be,
and the rules and regulations of the SEC promulgated thereunder applicable to
such SEC Documents, and none of the SEC Documents as of such respective dates
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Except to the extent that information contained in any SEC Document
has been revised or superseded by a later-filed SEC Document, none of the SEC
Documents contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The consolidated financial statements of Parent included in the
SEC Documents comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with GAAP (except, in the case
of unaudited quarterly statements, as indicated in the notes thereto) applied on
a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly present in all material respects the consolidated
financial position of Parent and its consolidated subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the
periods then ended (subject, in the case of unaudited quarterly statements, to
normal year-end audit adjustments none of which has been or will be,
individually or in the aggregate, material).

                    (b) Parent is in compliance in all material respects with
the provisions of Section 13(b) of the Exchange Act.

                    (c) Except as set forth in the SEC Documents filed prior to
the date hereof or on Schedule 6.4(c) hereto, or for events (or series of
related matters) as to which the amounts involved do not exceed $60,000, since
the filing of Parent's proxy statement dated August 7, 2003, no event has
occurred that would be required to be reported as a "Certain Relationship or
Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the
SEC. Neither Parent nor any of its subsidiaries nor, to the Knowledge of
Purchaser, any director, officer, agent, employee or other Person acting on
behalf of Parent or any of its subsidiaries, has, in any material respect, (i)
used any corporate or other funds for unlawful contributions, payments, gifts,
or entertainment, or made any unlawful expenditures relating to political
activity to government officials or others or established or maintained any
unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or
(ii) accepted or received any unlawful contributions, payments, gifts or
expenditures.


                                       32
<PAGE>
                    (d) To the Knowledge of Purchaser, neither Parent nor any of
its subsidiaries has any liabilities or obligations of any nature (whether
accrued, absolute, contingent or otherwise) whether or not required, if known,
to be reflected or reserved against on a consolidated balance sheet of Parent
prepared in accordance with GAAP or the notes thereto, except liabilities (i) as
and to the extent set forth on the unaudited balance sheet of Parent and its
subsidiaries as of September 30, 2003 (including the notes thereto) included in
Parent's Report on Form 10-Q for the period then ended, (ii) incurred after the
Balance Sheet Date in the Parent Ordinary Course of Business consistent with
past practice, as have not had and would not reasonably be expected to have,
individually or in the aggregate, a Purchaser Material Adverse Effect, and (iii)
incurred after the Balance Sheet Date not in the ordinary course that are in the
aggregate, immaterial in amount.

               6.5 Capitalization.

                    (a) The authorized capital stock of Parent consists of
16,000,000 shares, divided into (i) 8,500,000 shares of Parent Series A
Preferred Stock ("Parent Preferred Stock"), $0.01 par value per share, of which,
as of September 30, 2003, 4,196,187 shares were issued and outstanding, and (ii)
7,500,000 shares of Parent Common Stock, par value $0.01 per share ("Parent
Common Stock"), of which, as of September 30, 2003, 4,961,160 shares were issued
and outstanding. All of the outstanding shares of capital stock of Parent have
been validly issued and are fully paid and nonassessable. As of September 24,
2003, 410,000 shares of Parent Common Stock were reserved for issuance and
410,000 were issuable upon the exercise of outstanding options and warrants;
38,840 shares of Parent Common Stock and 6,170 shares of the Parent Preferred
Stock were reserved for issuance to satisfy certain unpaid claims in connection
with Parent's emergence from Chapter 11 proceeding on October 8, 2002. Holders
of Parent Preferred Stock currently have 95% of the voting power of Purchaser.

                    (b) Except as set forth above and on Schedule 6.5(b), there
are outstanding (i) no shares or other voting securities of Parent, (ii) no
securities of Parent or any of its subsidiaries convertible into or exchangeable
or exercisable for shares of other securities of Parent, (iii) no options,
preemptive or other rights to acquire from Parent or any of its subsidiaries,
and no obligations of Parent or any of its subsidiaries to issue, any shares,
voting securities or securities convertible into or exchangeable or exercisable
for shares or other securities of Parent and (iv) no equity equivalent interests
in the ownership or earnings of Parent or its subsidiaries or other similar
rights (collectively "Parent Securities"). As of the date hereof, there are no
outstanding rights or obligations of Parent or any of its subsidiaries to
repurchase, redeem or otherwise acquire any Parent Securities. Except as set
forth on Schedule 6.5(b) hereto, here are no voting agreements, voting trusts or
other agreements or understandings to which Parent is a party or by which it is
bound relating to the voting or registration of any shares of capital stock of
Parent.


                                       33
<PAGE>
                    (c) The shares of Parent Common Stock to be issued to
Sellers pursuant to this Agreement, upon delivery to Sellers of share
certificates therefor, will be (i) validly issued, fully paid and nonassessable,
(ii) free and clear of all Liens, and (iii) issued in compliance with all
applicable U.S. federal and state securities laws.

                    (d) Immediately upon giving effect to the transactions
contemplated by this Agreement, including the issuance and sale of shares of
Parent Common Stock and the issuance of the Warrants, 125,000 shares of Parent
Common Stock shall be reserved for issuance upon the exercise of the Warrants.
Such shares, when issued upon the exercise of the Warrants in accordance with
the terms of the Warrants, will be (i) validly issued, fully paid and
nonassessable, (ii) free and clear of all Liens, and (iii) issued in compliance
with all applicable U.S. federal and state securities laws.

                    (e) Parent Common Stock and Parent Preferred Stock
constitute the only classes of equity securities of Parent or its subsidiaries
registered or required to be registered under the Exchange Act.

               6.6 Absence of Certain Developments.

                    (a) Except as contemplated by this Agreement or as set forth
on Schedule 6.6 hereto, since the Balance Sheet Date (i) each of Parent and
Purchaser has conducted its business only in the Parent Ordinary Course of
Business or Purchaser Ordinary Course of Business, as applicable, and (ii) there
has not been any event, change, occurrence or circumstance that has had a Parent
Material Adverse Effect.

               6.7 Taxes.

                    (a) Except as set forth on Schedule 6.7 hereto, and except
for matters that would not have a Purchaser Material Adverse Effect, (i) each of
Parent and Purchaser has timely filed all Tax Returns required to be filed with
the appropriate Tax authorities in all jurisdictions in which such Tax Returns
are required to be filed (taking into account any extension of time to file
granted or to be obtained on behalf of each of Parent and Purchaser); and (ii)
all Taxes shown to be payable on such Tax Returns have been paid.

                    (b) Purchaser is not a Foreign Person within the meaning of
Section 1445 of the Code.

               6.8 Litigation. Except as set forth on Schedule 6.8 hereto, there
are no Legal Proceedings pending or, to the Knowledge of Purchaser, threatened
against Purchaser or any of its subsidiaries before any Governmental Body,
which, if adversely determined, would have a Parent Material Adverse Effect.
There are no Legal Proceedings pending or, to the Knowledge of Purchaser,
threatened that are reasonably likely to prohibit or restrain the ability of
Purchaser to enter into this Agreement or consummate the transactions
contemplated hereby. There are no Legal Proceedings pending or, to the Knowledge
of Purchaser, threatened that are reasonably likely to prohibit or restrain the
ability of Purchaser to enter into this Agreement or consummate the transactions
contemplated hereby.


                                       34
<PAGE>
               6.9 Financial Advisors. Except as set forth on Schedule 6.9
hereto, no Person has acted, directly or indirectly, as a broker, finder or
financial advisor for Purchaser in connection with the transactions contemplated
by this Agreement and no Person is entitled to any fee or commission or like
payment from Company in respect thereof.

               6.10 Condition of the Business. Notwithstanding anything
contained in this Agreement to the contrary, Purchaser acknowledges and agrees
that Sellers are not making any representations or warranties whatsoever,
express or implied, beyond those expressly given by Sellers in Article V hereof
(as modified by the Schedules hereto), and Purchaser acknowledges and agrees
that the Purchased Assets and the Business are being transferred on a "where is"
and, as to condition, "as is" basis. Purchaser further represents that neither
it nor any of its Affiliates nor any other Person has made any representation or
warranty, express or implied, as to the accuracy or completeness of any
information regarding or any of the Subsidiaries, the Business or the
transactions contemplated by this Agreement not expressly set forth in this
Agreement, and none of Sellers, any of its Affiliates or any other Person will
have or be subject to any liability to Purchaser or any other Person resulting
from the distribution to Purchaser or its representatives or Purchaser's use of,
any such information, including any confidential memoranda distributed on behalf
of Sellers relating to the Business or other publications or data room
information provided to Purchaser or its representatives, or any other document
or information in any form provided to Purchaser or its representatives in
connection with the sale of the Business and the transactions contemplated
hereby. Purchaser acknowledges that it has conducted to its satisfaction, its
own independent investigation of the Business and, in making the determination
to proceed with the transactions contemplated by this Agreement, Purchaser has
relied on the results of its own independent investigation. The disclosure of
any matter or item in any schedule hereto shall not be deemed to constitute an
acknowledgment that any such matter is required to be disclosed.

               6.11 Elimination of Transfer Restrictions. Parent represents,
warrants and covenants that (i) Parent has consented to the elimination of any
transfer restrictions otherwise applicable to the Registrable Securities (as
defined in the Registration Rights Agreement), including pursuant to the
Parent's Amended and Restated Certificate of Incorporation; provided, that the
foregoing shall not apply to the restriction on foreign ownership of Parent's
securities set forth in Section 4.5 of the Parent's Amended and Restated
Certificate of Incorporation, and (ii) subject to any restrictions on sale or
transfer imposed by law, the Registrable Securities are freely transferable by
the Holder (as defined in the Registration Rights Agreement) or any other
Investor (as defined in the Registration Rights Agreement).


                                       35
<PAGE>
                                  ARTICLE VII

                             POST-CLOSING COVENANTS

               7.1 Access to Information. (a) From and after the Initial
Closing, each of Parent and Purchaser will make or cause to be made available to
the Sellers and their agents and employees all business records and files
(except for those business records and files the provision of which is
prohibited by Law) during regular business hours as may be reasonably necessary
for (A) preparing or reviewing tax returns and financial statements and
responding to tax audits covering operations and transactions at or prior to
such Closing, (B) investigating, settling, preparing for the defense or
prosecution of, defending or prosecuting any action, (C) preparing reports to
stockholders and Governmental Bodies or (D) such other purposes for which access
to such documents is reasonably necessary.

                    (b) From and after the Initial Closing each of Parent and
Purchaser shall provide to Sellers for three (3) years after the date hereof
access at reasonable times and upon reasonable notice to financial and
accounting systems purchased hereunder to the extent that such access is
reasonably required by Sellers and the other services listed on Schedule 7.1(b)
hereto.

               7.2 Preservation of Records. Each of Parent and Purchaser agrees
that it shall preserve and keep the records held by it relating to the Business
for a period of six years from the Initial Closing Date. In the event each of
Parent and Purchaser wishes to destroy such records after that time, Purchaser
shall first give ninety (90) days prior written notice to Company and shall have
the right at its option and expense, upon prior written notice given to
Purchaser within that ninety (90) day period, to take possession of the records
within one hundred and eighty (180) days after the date of such notice.

               7.3 Publicity.

                    (a) None of Sellers, Parent or Purchaser shall issue any
press release or public announcement concerning this Agreement or the
transactions contemplated hereby without obtaining the prior written approval of
the other party hereto, which approval will not be unreasonably withheld or
delayed, unless, in the judgment of Sellers or Purchaser, disclosure is
otherwise required by applicable Law or by applicable rules of any stock
exchange, provided that, to the extent required by applicable Law, the party
intending to make such release shall use its commercially reasonable efforts
consistent with applicable Law to consult with the other party with respect to
the text thereof.

                    (b) Each of Purchaser and each Seller agrees that the terms
of this Agreement shall not be disclosed or otherwise made available to the
public and that copies of this Agreement shall not be publicly filed or
otherwise made available to the public, except where such disclosure,
availability or filing is required by applicable Law and only to the extent
required by such Law.


                                       36
<PAGE>
               7.4 Negative Covenant.

                    (a) Except as otherwise expressly permitted herein, between
the date of this Agreement and each applicable Nonassignable Contract Assignment
Date, Sellers shall not, without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld, make any modification to any such
Nonassignable Contract.

                    (b) Except as otherwise expressly permitted herein, between
the date of this Agreement and the License-Related Asset Purchase Closing Date,
Sellers shall not, without the prior written consent of Purchaser, (i) enter
into any compromise or settlement of any litigation, proceeding or governmental
investigation relating to the License-Related Purchased Assets, or the
License-Related Assumed Liabilities; or (ii) terminate the employment of any
employee listed on Schedule 1.1(c).

               7.5 Notification.

               Between the date of this Agreement and the License-Related Asset
Purchase Closing Date, Sellers shall promptly notify Purchaser of the occurrence
of any breach of any covenant of Sellers in this Article 7 or of the occurrence
of any event that may make the satisfaction of the conditions in Article 8
impossible or unlikely.

               7.6 Sellers' Reasonable Best Efforts.

               Sellers shall use their reasonable best efforts, without the
obligation to incur any costs, expenses or Liabilities, except for reasonable
legal fees related to the License-Related Asset Purchase Closing as provided in
Section 2.5(e) hereof, to cause the conditions in Sections 8.1 to be satisfied.

               7.7 Purchaser's Reasonable Best Efforts. Purchaser shall use its
reasonable best efforts to cause the conditions in Sections 8.1 to be satisfied.

               7.8 Non-Solicitation.

                    (a) Each Seller agrees that for a period of three years from
the Initial Closing Date, it shall not employ or solicit or offer or induce or
receive or accept the performance of services by any senior or management
employee of the Business while such Persons are employed by Purchaser.

                    (b) If Each Seller acknowledges that Purchaser would be
irreparably harmed by any breach of this Section 7.8 and that there would be no
adequate remedy at law or in damages to compensate Purchaser for any such
breach. Each Seller agrees that Purchaser shall be entitled to injunctive relief
requiring specific performance by each Seller and its Affiliates of this Section
7.8 without the necessity of proving actual damages or the posting of a bond,
and each consents to the entry thereof.

               7.9 Employment.


                                       37
<PAGE>
                    (a) Prior to the Initial Closing Date, Purchaser shall offer
employment to each of the Initial Transferred Employees to commence immediately
following the Initial Closing. On March 31, 2004 (the "Subsequent Transfer
Date"), Purchaser shall offer employment to each Subsequent Transferred
Employee, who is still employed by Seller, to commence on the Subsequent
Transfer Date. Each such offer of employment shall be at the same salary or
hourly wage rate in effect immediately prior to the Initial Closing Date, or, in
the case of the Subsequent Transferred Employees, the Subsequent Transfer Date.
Each of the Transferred Employees shall be entitled to any sick leave, personal
days and vacation time they would be entitled to if they remained employed by
Sellers. Notwithstanding the foregoing, this Section 7.9 shall not prohibit
Purchaser from terminating the employment of any Transferred Employee at any
time or for any reason. For the avoidance of doubt, nothing in this Agreement
shall create a contract of employment or alter the "at-will" employment status
of any Transferred Employee.

                    (b) As a condition of the offers of employment to
Transferred Employees with Severance Agreements listed on Schedule 2.3(a)(viii),
Purchaser and each Transferred Employee will enter into a "substitute severance
agreement" substantially in the form attached hereto as Exhibit G as a
replacement for such Transferred Employee's Severance Agreement. Payments under
the "substitute severance agreements" shall be made by the Purchaser to
Transferred Employees in accordance with their terms and Sellers shall have no
liability with regard to payments under the "substitute severance agreements" or
the Severance Agreements. Any Transferred Employee who does not enter into a
substitute severance agreement within 3 days of the Initial Closing Date (the
"Eligibility Period") will not become an employee of Purchaser and shall receive
payments under the Severance Agreement applicable to such Transferred Employee,
and, in such case, Purchaser will promptly, and in no event in more than one
Business Day after the expiration of the Eligibility Period, reimburse Sellers
for its severance pay costs (including severance pay, employer contributions for
FICA and FUTA and any accrued vacation, sick or personal days) which were
otherwise Assumed Liabilities of Purchaser under this Agreement. Such
reimbursement shall constitute an Expense under the Management Agreement.

                    (c) Purchaser and Sellers agree that the payroll taxes of
the Transferred Employees shall be treated in accordance with the Standard
Procedure of Section 4 of Revenue Procedure 96-60.

               7.10 Employee Benefits.

                    (a) From and after the Initial Closing, or in the case of
the Subsequent Transferred Employees, the Subsequent Transfer Date, Purchaser
shall provide, or cause to be provided to each of the Transferred Employees,
benefits under the employee benefits plans of Purchaser (the "Purchaser Plans")
that are, in each case, substantially equivalent on an aggregate basis to those
provided to employees of the Purchaser. For purposes of this Section 7.10(a),
coverage under any Employee Benefit Plan assumed pursuant to Section 2.3(a)(ii)
may be considered coverage under a Purchaser Plan after the Initial Closing
Date.


                                       38
<PAGE>
               (b) For purposes of eligibility, vesting and benefit accrual (but
not for purposes of any employer contribution to the Purchasers' defined
contribution plan based on the Purchaser's financial performance for calendar
year 2003) , under the Purchaser Plans, Purchaser shall credit each Transferred
Employee with his or her years of service with Company, the Subsidiaries and any
predecessor entities, to the same extent as such Transferred Employee was
entitled immediately prior to the Initial Closing Date, or in the case of the
Subsequent Transferred Employees, the Subsequent Transfer Date, to credit for
such service under any similar Employee Benefit Plan. The Purchaser Plans shall
not deny Transferred Employees coverage on the basis of pre-existing conditions
unless a Transferred Employee was denied coverage under Employee Benefit Plan
and shall credit such Transferred Employees for any deductibles and
out-of-pocket expenses paid in the year of initial participation in the
Purchaser Plans.

                    (c) Except as required by applicable Law, Purchaser shall be
responsible for all Liabilities with respect to Transferred Employees
attributable to their accrued and unused vacation, sick days and personal days
through the Initial Closing Date or, in the case of the Subsequent Transferred
Employees, the Subsequent Transfer Date. Schedule 7.10(c) to this Agreement
contains a true and correct list of all such Liabilities as of the payroll date
ending immediately prior to the Initial Closing Date described in this Section
7.10(c).

                    (d) Sellers and Purchaser shall take all actions necessary
or appropriate so that, effective as of the Initial Closing Date (A) Purchaser
shall be designated the "plan sponsor" (as defined in Section (3)(16)(B) of
ERISA) of the Employee Benefit Plans assumed pursuant to sections 2.1(b)(x) and
2.3(a)(ii) of this Agreement and insurance contracts related to the Sellers'
insured health and welfare plans are assigned by the Sellers to the Purchaser;
(B) the elections, contribution levels and coverage levels of the Initial
Transferred Employees under Seller's flexible spending account plans shall
continue to apply until the end of the plan year and the Transferred Employees
shall be reimbursed for claims incurred at any time during the plan year in
which the Initial Closing Date occurs from and after the Initial Closing Date on
the same basis and the same terms and conditions as immediately prior to the
Initial Closing Date; and, (C) Transferred Employees will be eligible to
participate in the Purchaser's 401(k) defined contribution plan; provided that
the Purchaser (or its appropriate representative) receives payroll deduction
elections from Transferred Employees, and Purchaser's 401(k) plan shall provide
for receipt of "direct rollovers" of benefits from the Sellers' 401(k) Plan.

                    (e) The Purchaser's health and welfare plan shall provide
continuation coverage under COBRA to all "M& A Qualified Beneficiaries" (as
defined in Treasury Regulation 54.4980B-9, Q&A-4) in accordance with the terms
of the Purchaser's health plan; provided that, during the period between the
Initial Closing Date and the Subsequent Closing Date, the Subsequent Transferred
Employees shall continue to participate in a health and welfare of the Seller or
a health and welfare plan of the selling group (as defined in Treasury
Regulation 54.4980B-9, Q&A-3).


                                       39
<PAGE>
                    (f) On or prior to December 9, 2003, Purchaser shall pay the
Transferred Employees the transaction bonuses listed on Schedule 2.3(a)(viii).
With respect to such transaction bonuses, Purchaser shall satisfy any tax
withholding obligation and shall be responsible for payment of the employer
contributions for FICA and FUTA required by Law with respect to each such
Transferred Employee.

               7.11 Confidentiality. Notwithstanding anything to the contrary
set forth herein or in any other agreement to which the parties hereto are
parties or by which they are bound, the obligations of confidentiality contained
herein and in the confidentiality agreement between Purchaser and Company dated
November 14, 2002, as they relate to the transactions contemplated by this
Agreement, shall not apply to the tax structure or tax treatment of the
transactions contemplated by this Agreement, and each party hereto (and any
employee, representative, or agent of any party hereto) may disclose to any and
all persons, without limitation of any kind, the tax structure and tax treatment
of the transactions contemplated by this Agreement and all materials of any kind
(including opinions or other tax analysis) that are provided to such party
relating to such tax treatment and tax structure; provided, however, that such
disclosure shall not include the name (or other identifying information not
relevant to the tax structure or tax treatment) of any person and shall not
include information for which nondisclosure is reasonably necessary in order to
comply with applicable securities laws.

               7.12 Tax Reporting. Sellers and Purchaser agree that the purchase
and sale of the Purchased Assets pursuant to this Agreement is intended to be
treated as a taxable sale for federal, state and local income tax purposes and,
accordingly, will consistently report it as such and will not take any actions,
and will cause their Affiliates not to take any actions, which are inconsistent
with such treatment.

               7.13 Assumption in Bankruptcy.

                    (a) In the event that after the execution of this Agreement
a Seller files a voluntary petition or is the subject of an involuntary petition
for relief under Chapter 11 of the U.S. Bankruptcy Code (a "WLNK Bankruptcy
Filing"), such Seller hereby agrees, to the extent permitted by Law, to seek
assumption of this Agreement and each of the Documents as soon as possible after
the filing of such petition.

                    (b) In the event of a WLNK Bankruptcy Filing, such Seller
hereby agrees, to the extent permitted by Law, to seek assumption as soon as
possible thereafter of any contract for which a consent, waiver, authorization
or approval of a third party was required but not sought or obtained to the
extent that, prior to or after such WLNK Bankruptcy Filing, any such third party
has notified Seller that the assignment of such contract was void and/or that
Seller is in breach of such contract as a result of the assignment thereof to
the Purchaser pursuant to this Agreement.

                    (c) In the event that any funds are paid to any Seller or
any of its subsidiaries in respect of the Business on or after the Initial
Closing Date, all such funds shall be (i) received and held in trust by such
Seller or subsidiary of a Seller and (ii) immediately transferred to Purchaser
by wire transfer in same day funds, free and clear of any Encumbrances.


                                       40
<PAGE>
               7.14 No Negotiation. Neither the Sellers nor any of their
Affiliates (and their respective officers, directors, employees, accountants,
consultants, legal counsel, financial advisors, agents and other representatives
(collectively, "Representatives") shall directly or indirectly solicit,
initiate, encourage or entertain any inquiries or proposals or offer (including,
without limitation, any proposal or offer to its stockholders) from any Person,
discuss or negotiate with, provide any nonpublic information to or consider the
merits of any inquiries or proposals from any Person (other than Purchaser)
relating to any business combination transaction involving Sellers, including,
without limitation, the sale of Sellers' stock, the merger or consolidation of
Sellers or the sale of Sellers' business or any of the assets (other than in the
Ordinary Course of Business); enter into or maintain or continue discussions or
negotiate with any Person in furtherance of such inquiries; enter into any
agreement with respect to any such transaction; or authorize or knowingly permit
any of Sellers' or their Affiliates' Representatives, to take any such action.
Sellers shall notify Purchaser of any such inquiry or proposal within
twenty-four (24) hours of receipt or awareness of the same by Sellers and shall
promptly furnish a copy of any such written proposal or a detailed description
of any such oral proposal to Purchaser. Notwithstanding the foregoing, it is
being hereby agreed by Parent, Purchaser and Sellers that this Section 7.14
shall not in any way be applicable to the Excluded Assets or Liabilities.

               7.15 Change of Name; Use of Names. As soon as practicable after
the Initial Closing Date, each Seller will change its corporate or limited
partnership name, as applicable, to such other name as does not contain the word
"WebLink". After the Initial Closing Date, Sellers shall not have any right,
title or interest in or to, the name WebLink Wireless and all related Marks;
provided, however, that Sellers shall have until November 15, 2004 to replace
stationery and other documents and forms, and to replace or repaint signs,
vehicles and other items, that on the Initial Closing Date bear the "WebLink
Wireless" or other related Marks, during which period of time Sellers may use
such Marks on inventory, documents, forms and other items that have not yet been
replaced or repainted.

                                  ARTICLE VIII

              CONDITIONS TO LICENSE-RELATED ASSET PURCHASE CLOSING

               8.1 Conditions Precedent to the Obligations of Purchaser and
Sellers. The obligations of Purchaser and Sellers to consummate the transaction
contemplated herein to be consummated on the License-Related Asset Purchase
Closing Date is subject to the satisfaction on or prior to the License-Related
Asset Purchase Closing Date of the conditions set forth below, any of which may
be waived in writing by each of Purchaser and Sellers:

                    (a) Sellers shall have obtained all consents required in
connection with the FCC Approval.


                                       41
<PAGE>
                    (b) No preliminary or permanent injunction or other order
issued by, and no Proceeding or Order by or before, any Governmental Body in the
United States or by any United States Governmental Entity, nor any Law or Order
promulgated or enacted by any United States Governmental Body, shall be in
effect or pending which materially delays, restrains, enjoins or otherwise
prohibits or seeks to restrain, enjoin or otherwise prohibit the transactions
contemplated hereby.

                    (c) All consents, waivers, authorizations and approvals of
any Governmental Body as are necessary in connection with the transactions
contemplated by this Agreement in connection with the License-Related Asset
Purchase Closing shall have been obtained.

                    (d) As of the License-Related Asset Purchase Closing Date,
the purchase of License-Related Purchased Assets deliverable on such date shall
be legally permitted by all Laws and regulations to which Purchasers and Sellers
are subject, except where the failure to comply with such Laws or regulations
would not be reasonably expected to have a Material Adverse Effect.

               8.2 Condition Precedent to the Obligations of Each Seller. The
obligations of each Seller to consummate the transactions contemplated herein to
be consummated on the License-Related Asset Purchase Closing Date are subject to
the delivery, on or prior to the License-Related Asset Purchase Closing Date, of
the Certificate required pursuant to Section 4.4(c) relating to the vesting of
rights under the Warrants to purchase all remaining Warrant Shares that have not
yet vested.

                                   ARTICLE IX

                                  MISCELLANEOUS

               9.1 No Survival of Representations and Warranties. The
representations and warranties of the parties contained in this Agreement shall
not survive Closing and no claims may be asserted with respect thereto after
Closing.

               9.2 Payment of Sales, Use or Similar Taxes. Purchaser and Sellers
shall each be responsible for (and shall indemnify and hold harmless Sellers or
Purchaser as the case may be, against) one-half of any sales, use, stamp,
documentary, filing, recording, transfer or similar fees or taxes or
governmental charges (including real property transfer gains taxes, UCC-3 filing
fees, FAA, ICC, DOT, real estate and motor vehicle registration, title recording
or filing fees and other amounts payable in respect of transfer filings) in
connection with the transactions contemplated by this Agreement (other than
taxes measured by or with respect to income imposed on Seller or its Affiliates)
(all such non-excepted Taxes, "Transfer Taxes"). Sellers shall file all
necessary documents (including all Tax Returns) with respect to all such amounts
in a timely manner.

               9.3 FCC Applications. Sellers and Purchaser agree to file the FCC
Applications within ten (10) days following the date hereof. Each party hereto
shall diligently take or cooperate in the taking of all steps that are necessary
or appropriate for the prosecution and favorable consideration of the FCC
Applications. The Parties agree to undertake all actions and file such material
as shall be reasonably necessary or required to obtain any necessary waivers or
other authority in connection with the FCC Applications.


                                       42
<PAGE>
               9.4 Expenses. Except as otherwise provided in this Agreement,
each of Company and Purchaser shall bear its own expenses incurred in connection
with the negotiation and execution of this Agreement and each other agreement,
document and instrument contemplated by this Agreement and the consummation of
the transactions contemplated hereby and thereby.

               9.5 Submission to Jurisdiction; Consent to Service of Process.

                    (a) 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 solely between the parties hereto arising out
of or relating to this Agreement or any of the transactions contemplated hereby
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.

                    (b) 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 9.8.

               9.6 Entire Agreement; Amendments and Waivers. This Agreement and
the other Transaction Documents (including the schedules and exhibits hereto and
thereto) represent the entire understanding and agreement between the parties
hereto with respect to the subject matter hereof. This Agreement can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the party
against whom enforcement of any such amendment, supplement, modification or
waiver is sought. No action taken pursuant to this Agreement, including without
limitation, any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action of compliance with any
representation, warranty, covenant or agreement contained herein. The waiver by
any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a further or continuing waiver of such breach or as a
waiver of any other or subsequent breach. No failure on the part of any party to
exercise, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of such
right, power or remedy by such party preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.


                                       43
<PAGE>
               9.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and performed in such State.

               9.8 Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed given (i) when delivered
personally by hand (with written confirmation of receipt), (ii) when sent by
facsimile (with written confirmation of transmission) or (iii) one business day
following the day sent by overnight courier (with written confirmation of
receipt), in each case at the following addresses and facsimile numbers (or to
such other address or facsimile number as a party may have specified by notice
given to the other party pursuant to this provision):

                     If to Company, to:

                     WebLink Wireless, Inc.
                     3333 Lee Parkway, Suite 100
                     Dallas, Texas 75219
                     Attention:  Chief Executive Officer
                     Telecopier:  (214) 765-4902

                     With a copy to:

                     Weil, Gotshal & Manges LLP
                     767 Fifth Avenue
                     New York, NY  10153
                     Facsimile:  (212) 310-8007
                     Attention:  Andrea A. Bernstein, Esq.

                     If to Purchaser, to:

                     Metrocall, Inc.
                     6677 Richmond Highway
                     4th Floor
                     Alexandria, Virginia  22306
                     Facsimile:  (703) 768-9625
                     Attention:  Vincent D. Kelly

                     With a copy to:

                     Schulte Roth & Zabel LLP
                     919 Third Avenue
                     New York, New York  10022
                     Facsimile:  (212) 593-5955
                     Attention:  Andre Weiss

               9.9 Severability. If any term or other provision of this
Agreement is invalid, illegal, or incapable of being enforced by any law or
public policy, all other terms or provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal, or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible.


                                       44
<PAGE>
               9.10 Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any third party beneficiary rights in any Person or entity not a party to this
Agreement, other than the Indemnified Parties. No assignment of this Agreement
or of any rights or obligations hereunder may be made by any of Sellers or
Purchaser, directly or indirectly (by operation of law or otherwise), without
the prior written consent of the other party hereto and any attempted assignment
without the required consents shall be void; provided, however, that Purchaser
may assign this Agreement and any or all rights or obligations hereunder
(including, without limitation, Purchaser's rights to purchase the Purchased
Assets) to any Affiliate of Purchaser, provided that Purchaser shall not be
relieved of such obligations. Upon any such permitted assignment, the references
in this Agreement to Purchaser shall also apply to any such assignee unless the
context otherwise requires.

               9.11 Non-Recourse. Except as set forth in the Indemnification
Agreement, no past, present or future director, officer, employee, incorporator,
member, partner, stockholder, Affiliate, agent, attorney or representative of
Company or any of their respective Affiliates shall have any liability for any
obligations or liabilities of Company under this Agreement of or for any claim
based on, in respect of, or by reason of, the transactions contemplated hereby
and thereby.

               9.12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

                               [Signatures Follow]



                                       45
<PAGE>
               IN WITNESS WHEREOF, the parties hereto have caused this Asset
Purchase Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first written above.

                                    METROCALL, INC.

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


                                    METROCALL HOLDINGS, INC.

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

                                    WEBLINK WIRELESS, INC.

                                    By:  /s/ N. Ross Buckenham
                                       -----------------------------------------
                                       Name:  N. Ross Buckenham
                                       Title: President and CEO

                                    WEBLINK WIRELESS I, L.P.

                                    By: WEBLINK WIRELESS, INC., in its
                                        capacity as general partner

                                     By:  /s/ N. Ross Buckenham
                                         ---------------------------------------
                                         Name:   N. Ross Buckenham
                                         Title:  President and CEO




                                       46

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<FILENAME>jd11-25ex_3.txt
<TEXT>
                                                                       EXHIBIT 3

                     MANAGEMENT AND SPECTRUM LEASE AGREEMENT
                     ---------------------------------------

               This MANAGEMENT and Spectrum LEASE AGREEMENT ("Agreement") made
and entered into this 18th day of November, 2003 (the "Effective Date"), by and
among PageMart II Holdings LLC and PageMart PCS Holdings LLC ("Licensees"), each
a Delaware limited liability company, WebLink Wireless I, L.P., a Texas limited
partnership ("WebLink Wireless"), WebLink Wireless, Inc. ("WebLink, Inc." and,
together with WebLink Wireless and Licensees, "WebLink"), and Metrocall, Inc.
("Company") and Metrocall Holdings, Inc., a Delaware corporation, ("Parent"),
(Company and Parent are collectively referred to as "Metrocall"), (each of
Parent, Company, WebLink Wireless, WebLink, Inc. and Licensees individually a
"Party" and collectively, the "Parties" to this Agreement):

               WHEREAS, Licensees are the holders of certain Federal
Communications Commission ("FCC") licenses and authorizations to provide
commercial wireless messaging services at various locations throughout the
United States (each an "FCC License" and collectively, "FCC Licenses," a list of
which is attached hereto as Schedule One); and

               WHEREAS, Parent, Company, WebLink Wireless and WebLink, Inc. have
entered into that certain Asset Purchase Agreement dated as of this 18th day of
November, 2003 (the "Asset Purchase Agreement"), pursuant to which Metrocall (i)
simultaneously herewith will purchase certain assets of Licensees and WebLink
Wireless, including all subscriber accounts, the telecommunications network
facilities, including without limitation, transmitters, switches, terminals,
rights to use telephone numbers (including Direct Inward Dialing numbers),
rights to use circuits and all telephone interconnection facilities, and
transmitting antennae necessary for operation under the FCC Licenses, other than
certain excluded assets (the "Network"), and (ii) has agreed to acquire all
membership interests in the Licensees, or the FCC Licenses, subject to prior FCC
approval and other conditions; and


NY2:\1335210\09\SM9609!.DOC\.76830.0256
<PAGE>
               WHEREAS, Metrocall wishes to lease the spectrum airtime rights
granted under the FCC Licenses, to operate the Network subject to Licensees'
ultimate authority and control of the FCC Licenses, pending the acquisition of
the Licensees or the FCC Licenses by Metrocall, subject to FCC approval and
other conditions;

               WHEREAS, Licensees desire to lease such spectrum airtime rights
to Metrocall, subject to Licensees' ultimate authority and control;

               WHEREAS, Metrocall has requested that WebLink continue to manage
certain assets related to the Network (the "Nonassignable Contracts" described
herein in Schedule Two) for the benefit of Metrocall in the event that these
assets cannot be promptly assigned to Metrocall for a period of time following
the Initial Closing of the Asset Purchase Agreement;

               WHEREAS, WebLink has agreed to continue to manage the
Nonassignable Contracts in the manner set forth in Section 4 hereof, subject to
the agreement of Metrocall to compensate WebLink in the manner set forth in
Section 5 hereof.

               NOW THEREFORE, in consideration of the foregoing recitals and the
mutual covenants hereafter set forth, and of other good and valuable
consideration, the Parties agree as follows:

               1. Interpretation. Words of any gender used in this Agreement
will be held and construed to include any other gender, and words in the
singular will be held and construed to include the plural and vice versa, unless
the context requires otherwise. This Agreement shall be interpreted fairly in
accordance with its terms, and shall not be interpreted more strictly against
any Party by reason of any rule of construction that agreements are to be
construed against the drafter. In the event of any conflicts between the terms
of this Agreement and the Asset Purchase Agreement, the terms of the Asset
Purchase Agreement shall prevail. Any term capitalized in this Agreement but not
defined herein shall have the meaning attributed to it in the Asset Purchase
Agreement.


                                        2
<PAGE>
               2. Independent Contractor.

               (a) Except as otherwise provided herein, Metrocall shall be the
exclusive independent contractor authorized to lease or purchase airtime from
Licensees, for the purposes of and subject to all terms, conditions, and
limitations set forth herein.

               (b) Metrocall shall not represent itself as the licensee of the
FCC Licenses, directly or indirectly, orally, or in any written manner
whatsoever.

               (c) Nothing herein shall be construed to create any partnership,
joint venture or other combination or affiliation between Licensees and
Metrocall.

               3. Obligations of Metrocall. Metrocall covenants and agrees that
it will do the following for the Term of this Agreement:

               (a) Following Metrocall's purchase of the Network assets that are
not subject to prior FCC regulatory approval, Metrocall shall operate and
maintain the Network in accordance with the FCC Licenses.

               (b) Except for any excluded transmitter site and tower leases
referenced in Schedule Two, Metrocall shall obtain and keep in force such
transmitter site and tower leases as are reasonably necessary for the continued
operation of the Network and pay all amounts due under those site leases or
other agreements.

               (c) Metrocall shall maintain and keep the Network in good working
order.



                                       3
<PAGE>
               (d) Metrocall shall, subject to Licensees' FCC regulatory rights
and obligations, have responsibility for the operation of the Network. Metrocall
shall be responsible for managing, coordinating and supervising all technical
functions of the Network; provided that Metrocall shall not infringe or impede
Licensees' unfettered access to the equipment and facilities over which their
respective frequencies operate.

               (e) Metrocall's operation of the Network shall comply in all
material respects with industry management standards and sound engineering
practices expected of a reasonably prudent wireless telecommunications provider.
The management and operation of the Network shall meet all applicable federal,
state and local laws, rules and regulations and all FCC rules and regulations
regarding construction and operation of telecommunications facilities, except
where the failure to so comply would not have any effect on the FCC Licenses.

               (f) Subject to Licensees' ultimate control and authority over the
FCC Licenses, Metrocall shall have day-to-day responsibility for employment,
supervision, and dismissal of its own personnel.

               (g) Metrocall shall not change, modify, alter, or amend any FCC
License in any manner whatsoever without the applicable Licensee's prior written
consent. Notwithstanding the foregoing, Metrocall reserves the right to modify
or replace the hardware or software comprising the Network, and to make any such
modification to the Network to the extent necessary to maintain the Network in
good order, as long as such modifications will not adversely affect the validity
and status of the FCC Licenses. If either Licensee agrees to modify one or more
of its FCC Licenses, that Licensee shall be responsible for preparing and filing
any required application for modification with the FCC; provided that Metrocall
will provide such assistance as Licensee may request and will reimburse Licensee
for its costs in connection with such modification application.


                                       4
<PAGE>
               (h) Metrocall shall immediately notify Licensees of any pending
or threatened action by the FCC, or any other governmental organization or third
party to suspend, revoke, terminate, or challenge Licensees' FCC Licenses, or
otherwise investigate the operation of the Network.

               (i) Metrocall shall not incur any expenses on Licensees' behalf
without Licensees' prior knowledge and written consent.

               (j) Metrocall's foregoing covenants shall be subject to
Licensees' management responsibilities set forth herein with respect to the
Nonassignable Contracts, until such time as the Nonassignable Contracts are
assigned to Metrocall. Notwithstanding the foregoing, Metrocall has assumed all
Liabilities associated with the Nonassignable Contracts as of the date hereof,
in accordance with the terms of the Asset Purchase Agreement (the "Nonassignable
Contracts Liabilities").

               4. Obligations of WebLink. WebLink covenants and agrees that they
will do the following for the Term of this Agreement or until such time as these
obligations may otherwise be terminated pursuant to the provisions of this
Agreement:

               (a) Licensees shall lease all airtime on the frequencies
authorized by the FCC Licenses to Metrocall, in accordance with the terms
hereof, for the Term of this Agreement.

               (b) WebLink shall continue to own, lease, operate and manage,
from WebLink Wireless's headquarters building, 3333 Lee Parkway, Dallas, Texas,
for the benefit of the Network and for the benefit of Metrocall, the Excluded
Lease until March 31, 2004.


                                       5
<PAGE>
               (c) Notwithstanding the assumption of Nonassignable Contracts
Liabilities pursuant to the Asset Purchase Agreement, WebLink Wireless shall,
following the Initial Closing, continue to operate and maintain those
Nonassignable Contracts described in Schedule Two hereto, for the benefit of the
Network and Metrocall, until such time as those Nonassignable Contracts can be
assigned to Metrocall or until such time as Metrocall notifies WebLink that it
has made alternative arrangements for the Nonassignable Contracts; provided,
however, that such alternative arrangements shall be without prejudice to the
assumption of the Nonassignable Contracts Liabilities by Metrocall. WebLink
Wireless shall cooperate with Metrocall to obtain the assignment of the
Nonassignable Contracts to Metrocall as provided in the Asset Purchase
Agreement. Metrocall shall be deemed to have been assigned each of the
Nonassignable Contracts at the earlier of (i) the receipt of a third party
consent to the assignment of such Nonassignable Contracts, or (ii) December 31,
2004.

               (d) Throughout the Term hereof, Licensees shall continue to be
responsible for maintaining the FCC Licenses in conformance with the
Communications Act and all applicable FCC rules and regulations. Subject to
Licensees' right to make policy determinations with respect to their licensed
spectrum, Licensees shall use their best efforts, at the Company's expense,
pursuant to Section 5 hereof, to maintain all material FCC Licenses in full
force and effect for the Term hereof, including filing applications for renewals
of FCC Licenses as necessary during the Term of this Agreement.

               (e) WebLink shall retain ultimate supervisory authority and
control over the Subsequent Transferred Employees for the purpose of maintaining
and managing the Nonassignable Contracts, subject to Metrocall's reasonable
supervision and direction.


                                       6
<PAGE>
               (f) WebLink shall manage the Nonassignable Contracts with at
least the same care and regard as WebLink managed its business prior to the date
hereof, in compliance with all applicable laws and contractual obligations of
WebLink, and in accordance with the exercise of good faith business judgment,
and shall provide Metrocall and customers of Metrocall with the same level of
priority, service and attention with at least the same priority, service and
attention as the Licensees provided their customers prior to the date hereof.
The services provided by Licensees hereunder shall be subject to the reasonable
supervision and direction of Metrocall. Metrocall shall provide the information,
analysis and data reasonably required by WebLink to pay any amounts due under
the Nonassignable Contracts, and such information, analysis and data shall be
provided to WebLink in writing and sufficiently in advance to enable WebLink to
timely pay all amounts due the Nonassignable Contracts. Licensees shall consult
with Metrocall regarding all material operating procedures and decisions
affecting the Nonassignable Contracts. Any material change in the manner in
which the Nonassignable Contracts are operated shall be subject to Metrocall's
prior approval.

               (g) In the event that WebLink Wireless or any Licensee shall file
a chapter 11 plan of reorganization or chapter 7 liquidation with a federal
bankruptcy court during the Term of this Agreement, WebLink Wireless or such
Licensee shall, to the extent permitted by Law, within one Business Day of that
bankruptcy filing file a motion with the bankruptcy court, in form and substance
satisfactory to Metrocall, to request such filing Party's (or the debtor in
possession's) assumption of this Agreement.


                                       7
<PAGE>
               5. Compensation. In consideration of the mutual covenants and
obligations hereunder, including Metrocall's spectrum lease rights for the Term
of this Agreement and the services to be rendered by WebLink Wireless hereunder,
WebLink shall be compensated as follows:

               (a) Parent shall issue to WebLink Wireless warrants, in the form
attached hereto as Exhibit A, (the "Warrants") to purchase an aggregate of
100,000 shares of Parent common stock, par value $0.01 per share (the "Warrant
Shares") at an exercise price of $40 per share, exercisable at any time and from
time to time, in whole or in part, with respect to vested rights pursuant to the
Warrants to purchase Warrant Shares. The right to purchase the Warrant Shares
pursuant to the Warrants shall vest in equal yearly increments of 25,000 Warrant
Shares, commencing on the first anniversary of the date hereof; provided,
however, that the right to purchase all remaining Warrant Shares pursuant to the
Warrants shall vest on the earlier to occur of (i) the License-Related Asset
Purchase Closing, and (ii) the termination of this Agreement for any reason,
except as the result of a termination pursuant to Section 9(b) hereof resulting
solely from the material breach of this Agreement by WebLink Wireless. The right
to purchase Warrant Shares pursuant to the Warrants shall be exercisable by
WebLink Wireless for a period of three years from the date such right vests.

               (b) Metrocall shall pay to WebLink Wireless the estimated Fee for
each month during the term of this Agreement. A description of the estimated Fee
for December 2003 is attached hereto as Exhibit B. The estimated Fee shall be
paid 10 Business Days prior to the last Business Day of the month preceding such
month by wire transfer of immediately available funds into an account designated
by WebLink Wireless. For each monthly payment beginning with the December
estimated Fee, no less than 15 days prior to the due date, WebLink Wireless will


                                       8
<PAGE>
provide in reasonable detail a written estimate of the amount of the Fee due.
The amount of the estimated Fee shall be adjusted by any differences in the
actual Fee due compared to the estimated Fee paid for the second month preceding
the month for which the next Fee payment is due (for example, the Fee estimate
for February 2004 will contain the adjustment, if any, to the estimated Fee paid
for December 2003). After termination of this Agreement WebLink Wireless will
provide in writing to Metrocall the differences between the actual Fee due and
the estimated Fee paid for any months for which no adjustment has yet been made.
A Party that owes the other Party money as a result of the adjustment shall
promptly pay the amount due.

               (c) The term "Fee" shall mean, for a given month, the Expenses
(as defined below) for such month plus 1% of such Expenses.

               (d) The term "Expenses" shall mean, for a given month, the actual
expenses paid by WebLink Wireless or a Licensee for the following:

               (i)  rent and all other expenses related to WebLink Wireless's
                    headquarters building existing on the Effective Date that
                    have not been assigned to Metrocall and to the extent that
                    they relate to lease payments due from and after the Initial
                    Closing Date and prior to April 1, 2004;

               (ii) all Taxes other than Taxes on net income, to the extent they
                    relate to periods from and after the Initial Closing Date,
                    and only to the extent related to the Business;

               (iii) costs of compensation, benefits and expense reimbursement
                    provided to employees listed in Schedule Three (the
                    "Subsequent Transferred Employees") in accordance with
                    contracts and practices in effect prior to the Effective
                    Date to the extent that they relate to periods from and
                    after the Initial Closing Date and prior to the date that
                    Parent or Company becomes obligated for such obligations
                    under the Asset Purchase Agreement;


                                       9
<PAGE>
               (iv) expenses, including lease expenses, relating to each
                    Nonassignable Contract until the earlier of (i) the
                    assignment of such Nonassignable Contract to Metrocall, (ii)
                    notification to WebLink by Metrocall that it has made
                    alternative arrangements for such Nonassignable Contract or
                    (iii) December 31, 2004; provided, however, that in each
                    such case, Metrocall shall continue to be responsible for
                    the Nonassignable Contracts Liabilities;

               (v)  miscellaneous expenses incurred in the ordinary course of
                    business, to the extent they relate to periods from and
                    after the Initial Closing Date, and only to the extent
                    related to the Business or complying with the terms of this
                    Agreement; and

               (vi) costs of maintaining all material FCC Licenses in full force
                    and effect for the Term hereof.

               (e) Metrocall shall be entitled to retain all revenues from the
operation of the Network to pay any and all expenses of operating the Network.
After paying all expenses related to the Network, Metrocall shall be entitled to
retain any profits realized from the operation of the Network.

               6. Health and Welfare Benefits Reimbursement. During the period
of coverage of the Subsequent Transferred Employees by health and welfare plans
of an Affiliate of the Sellers, which period shall end on the earlier of (i) the
date such Subsequent Transferred Employees become employees of Metrocall, or
(ii) the date such Subsequent Transferred Employees terminate their employment
with WebLink, Metrocall shall reimburse WebLink for the cost of such health and
welfare coverage of such Subsequent Transferred Employees, which reimbursement
shall not exceed $675.00 per month per each Subsequent Transferred Employee, and
shall be payable by Metrocall on a monthly basis.


                                       10
<PAGE>
               7. Public Regulation.

               (a) This Agreement is subject to all of the terms and conditions
of the FCC Licenses. Nothing in this Agreement shall be construed so as to
impair or diminish Licensees' control of their respective FCC Licenses or
operations thereunder.

               (b) This Agreement shall be subject to the approval of the FCC
and any other applicable regulatory authorities, if such approvals shall be
required.

               (c) This Agreement shall be terminated, amended, revised or
supplemented immediately, if required by the FCC or any other regulatory agency.
The imposition by the FCC of any amendments, revisions, deletions or supplements
to this Agreement shall thereby relieve each Party of any obligations or
liabilities to the other under the provisions of this Agreement, as initially
written, which were ordered amended, revised, deleted or supplemented; provided,
however, that either Party may terminate this Agreement upon notice to the other
if the performance of any material terms of this Agreement have been prohibited
by any such action of the FCC or other regulatory body, and if the deletion or
modification of such material terms would preclude the Parties from performing
this Agreement. Without limiting the generality of the foregoing, in the event
that this Agreement requires amendment to conform to the spectrum leasing rules
adopted by the FCC in WT Docket No. 00-230 after the same become effective, the
Parties will use their best efforts, at no additional cost to WebLink other than
reasonable legal fees, to so amend this Agreement.


                                       11
<PAGE>
               8. Representations and Warranties. Each Party represents,
warrants and covenants as follow:

               (a) It is duly organized, validly existing and in good standing
under the laws of its state of organization and is authorized to do business in
each state where it is doing business. It has full power and authority to carry
out all of the terms and conditions of this Agreement and all other agreements,
certificates or instruments executed and delivered in connection herewith.

               (b) It has taken all corporate or partnership action necessary to
authorize the execution and delivery of this Agreement and, upon execution and
delivery, this Agreement will constitute a valid and binding agreement,
enforceable against each Party in accordance with its terms.

               (c) The execution and delivery of this Agreement does not, nor
will the performance by the Parties of their obligations hereunder, (i) conflict
with or result in a material breach of any of the material terms, conditions or
provisions of their respective Articles or Certificates of Incorporation or
Bylaws, or (ii) violate in any material respect any existing term or provision
of any material franchise, license, permit, order, writ, judgment, injunction,
decree, statute, law, rule or regulation of any court or governmental authority
applicable to the Parties. Other than the FCC Approval, no consent of any
federal, state or local authority is required in connection with the execution
and delivery of this Agreement or any other agreements, certificates or
instruments executed and delivered herewith or with the performance of the
transactions contemplated in this Agreement or any other agreements,
certificates or instruments executed and delivered herewith or with the
performance of the transaction contemplated by this Agreement.


                                       12
<PAGE>
               (d) Other than regulatory procedures dealing with the
telecommunications industry in general there is no action, suit, proceeding or
investigation pending or to its best knowledge, threatened against it before any
Court, administrative agency or other governmental body that might have a
material adverse impact on the performance of this Agreement, and it does not
know of any valid basis for the commencement of any such action, proceeding or
investigation. There is no action, proceeding or investigation pending or, to
its best knowledge, threatened against it which questions or challenges the
validity of or otherwise seeks to prevent the performance of this Agreement.

               (e) Each Party agrees to comply, as applicable, with pertinent
FCC Rules, and any other governmental rules and procedures in existence relating
to the provision of telecommunications services under the FCC Licenses.

               (f) Each Party will discharge its respective obligations under
this Agreement in good faith and without any attempt to circumvent or avoid the
restrictive conditions and intent of this Agreement. Each Party will use its
best efforts to perform their services and their obligations under this
Agreement in a manner designed to keep available the Network services and to
preserve the goodwill of the Business, its agents, third party administrators,
regulators, customers and other persons with whom any Party has a material
business relationship, provided that the cost of complying with the foregoing
shall be at the Company's expense pursuant to Section 5 hereof.


                                       13
<PAGE>
               9. Effective Date/Term.

               (a) This Agreement shall become effective as of the Effective
Date, and shall remain in effect until terminated as provided for herein.

               (b) This Agreement shall automatically terminate upon any of the
following events:

               (i)  Metrocall fails to pay any amount it is obligated to pay to
                    WebLink hereunder when the same is due and payable,
                    including any amounts payable pursuant to Section 5 hereof,
                    if Metrocall has not cured such breach within five (5)
                    Business Days of written notice of such breach;

               (ii) upon notice by Metrocall, in the event that one or more FCC
                    Licenses that Metrocall reasonably deems necessary for its
                    continued operation of the Network are revoked or not
                    renewed, or if any such FCC Licenses is suspended or
                    conditioned in any manner inconsistent with the intent of
                    this Agreement;

               (iii) in the event of a Party's material breach of this Agreement
                    other than a payment default, if that Party has not cured
                    such breach within thirty (30) days after receiving written
                    notice from the other Party specifying the nature of the
                    breach; provided, that in the event of a good faith dispute
                    over the existence or extent of any breach, such thirty day
                    period shall not apply until the resolution of the dispute
                    pursuant to Section 20 hereof;

               (iv) upon the mutual consent of the Parties hereto;

               (v)  upon the cessation of business of any Party to this
                    Agreement; or

               (vi) upon the later of (1) the assignment to Metrocall of all of
                    the Nonassignable Contracts, or (2) consummation of the
                    License-Related Asset Purchase Closing.


                                       14
<PAGE>
               (c) The termination of this Agreement for any reason will not
relieve the Parties of any obligations incurred through the date of termination.

               (d) Notwithstanding any of the foregoing provisions of this
Section 9, in the event that the FCC should deny the FCC Applications,
Metrocall's spectrum lease rights under this Agreement shall remain in effect
for ten (10) years from the date of such denial.

               10. Survival. The representations and warranties of the parties
contained in this Agreement shall survive until the termination of this
Agreement pursuant to Section 9 hereof.

               11. Indemnification by WebLink Wireless. WebLink Wireless will
indemnify and hold harmless Metrocall and its affiliates and their agents,
employees, officers, directors, successors and assigns from and against all
liabilities and expenses, including reasonable attorneys fees and expenses
arising out of, or in connection with, any: (i) material breach of this
Agreement by WebLink, and (ii) violation of law or regulation applicable to
WebLink, excluding any such liabilities and expenses arising out of, in
connection with or relating to (A) any gross negligence or willful misconduct of
Metrocall and (B) WebLink's execution of this Agreement or WebLink's performance
of its obligations hereunder.

               12. Indemnification by Metrocall. Metrocall shall indemnify and
hold WebLink, their affiliates and their agents, employees, officers, directors,
successors and assigns from and against all liabilities and expenses, including
reasonable attorneys fees and expenses, arising out of, or in connection with,


                                       15
<PAGE>
any (i) claim by customers of services over the Network involving the use,
condition or operation of any facilities or services provided to them by
Metrocall, (ii) material breach of this Agreement by Metrocall, or (iii)
violation of law or regulation applicable to Metrocall, excluding any such
liabilities and expenses arising out of, in connection with or relating to any
gross negligence or willful misconduct of Licensee(s). These indemnities shall
survive the termination of this Agreement.

               13. Limitation of Liability. Subject only to the warranties and
indemnification obligations expressly set forth herein, NO PARTY SHALL BE LIABLE
TO ANY OTHER FOR ANY DAMAGES ARISING OUT OF (i) LATENT OR PATENT SUBSCRIBER
DEVICE OR SERVICE DEFECTS, OR (ii) LOSS OF USE OF ANY OF THE SUBSCRIBER DEVICES
OR SERVICES, OR (iii) THE CONTENT OF ANY PAGE, MESSAGE OR OTHER DATA, OR (iv)
ANY FAILURE TO ACCURATELY TRANSMIT A PAGE, MESSAGE OR OTHER DATA, OR ANY
RECIPIENT'S FAILURE TO RECEIVE A PAGE, MESSAGE OR OTHER DATA, UNLESS SUCH
FAILURE IS DUE TO SUCH PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NO PARTY
SHALL BE LIABLE FOR LOST PROFITS OR EXEMPLARY, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF THIS
AGREEMENT. IF ANY LIMITATION OF LIABILITY SET FORTH HEREIN IS UNENFORCEABLE OR
INAPPLICABLE FOR ANY REASON, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY TO THE
OTHER UNDER ANY LEGAL THEORY (INCLUDING ITS OWN NEGLIGENCE) FOR DAMAGES ARISING
DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, WILL NOT EXCEED THE ACTUAL DIRECT
DAMAGES SUFFERED BY OTHER PARTY. This Section shall survive termination of this
Agreement.


                                       16
<PAGE>
               14. Non-Disclosure.

               (a) Each Party ("Receiving Party") acknowledges that it will be
entrusted with confidential information relating to the business, services, and
products of the other Party or Parties ("Disclosing Party"). Receiving Party
shall maintain the confidentiality of (i) all such information furnished to it
by Disclosing Party and (ii) the terms and conditions of this Agreement.
Receiving Party shall use confidential information of Disclosing Party only as
expressly required or permitted by this Agreement or as is reasonably necessary
in performance of this Agreement. The obligations of confidentiality under this
Section 14 shall survive any termination of this Agreement and shall remain in
full force and effect for one year after the expiration of this Agreement,
except that no Party shall be required to maintain as confidential any
information which (i) is obtained from a third party which had the right to
disclose such information; (ii) is subsequently disclosed or made public by a
party other than the Parties to this Agreement, and/or their successors, or by a
governmental authority; or (iii) must be disclosed pursuant to applicable law.


               (b) Since unauthorized use, transfer or disclosure of a Party's
confidential information will diminish the value to the owner of the proprietary
interests that are the subject of this Agreement, if a Receiving Party breaches
any of its obligations hereunder, the Disclosing Party shall be entitled to seek
equitable relief to protect its interests, including, but not limited to,
injunctive relief, as well as money damages. The rights and remedies of the
Disclosing Party set forth in this Agreement are not exclusive and are in
addition to any other rights and remedies provided by law.


                                       17
<PAGE>
               (c) Notwithstanding anything to the contrary set forth herein or
in any other agreement to which the Parties hereto are parties or by which they
are bound, the obligations of confidentiality contained herein and therein, as
they relate to the transactions contemplated by the Asset Purchase Agreement
shall not apply to the tax structure or tax treatment of the transactions
contemplated by the Asset Purchase Agreement, and each Party hereto (and any
employee, representative, or agent of any Party hereto) may disclose to any and
all persons, without limitation of any kind, the tax structure and tax treatment
of the transactions contemplated by the Asset Purchase Agreement and all
materials of any kind (including opinions or other tax analysis) that are
provided to such party relating to such tax treatment and tax structure;
provided, however, that such disclosure shall not include the name (or other
identifying information not relevant to the tax structure or tax treatment) of
any person and shall not include information for which nondisclosure is
reasonably necessary in order to comply with applicable securities laws.

               15. Relationship of Parties. This Agreement does not in any way
create the relationship of principal and agent between WebLink and Metrocall,
and under no circumstances shall Metrocall hold itself out to be, or in any way
be considered as an agent of WebLink, nor shall Metrocall be able to legally
bind WebLink to any other agreements.

               16. Notices. All notices to be given by a Party to the other
shall be in writing and shall be given in person, by telefax with receipt
confirmed, by overnight courier receipt requested, or by depositing such notices
in the United States mail, postage prepaid (by either registered or certified
mail, return receipt requested), and addressed as follows unless a change of
such address has been given and acknowledged:


                                       18
<PAGE>
           To Metrocall or Parent:
           -----------------------

           Metrocall, Inc.
           6677 Richmond Highway
           Alexandria, VA  22306
           Tel:  (703) 660-6677
           Fax:  (703) 721-3051
           Attention:  Stan Sech, C.O.O.



           With a copy to:

           Venable LLP
           575 7th Street, NW
           Washington, DC 20004-1601
           Tel: (202) 344-4000
           Fax: (202) 344-8300
           Attention: Frederick M. Joyce, Esq.

           To Licensees or WebLink Wireless:
           ---------------------------------

           WebLink Wireless, Inc.
           3333 Lee Parkway, Suite 100
           Dallas, Texas  75219
           Telecopier:  (214) 765-4902
           Attention:  Chief Executive Office

           With a copy to:

           Piper Rudnick LLP
           1200 Nineteenth Street, NW
           Washington, DC 20036-2412
           Tel: (202) 861-3900
           Fax: (202) 689-7525
           Attention: E. Ashton Johnston, Esq.

               17. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Parties, their successors and assigns.

               18. Assignment. The Licensees may not assign this Agreement or
their and obligations hereunder without the prior written consent of Metrocall.
Each of WebLink Wireless and Metrocall may assign this Agreement or its rights
and obligations hereunder to an affiliated entity without the prior consent of
the other Parties; provided, however that the assigning Party shall remain
primarily liable for its obligations hereunder and such assignment shall not
relieve the assigning Party of any of its Liabilities hereunder.


                                       19
<PAGE>
               19. Governing Law. This Agreement shall be governed in accordance
with the laws of the State of New York, without giving effect to any choice or
conflict of law provision or rule that would cause the application of the laws
of the state of any jurisdiction other than the laws of the State of New York to
be applied.

               20. Dispute Resolution. Any and all disputes arising out of,
directly or indirectly related to this Agreement or the relationship of the
Parties to this Agreement shall be settled by binding arbitration by a panel of
one (1) arbitrator in accordance with the Judicial Arbitration and Mediation
Services, Inc. or any successor thereof, which arbitrator shall be familiar with
or have experience in the wireless messaging industry. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitrator shall have the authority to award specific performance
of the terms of this Agreement, as well as any other legal or equitable
remedies. Any disputes over whether a matter under this Agreement is subject to
arbitration shall be settled by binding arbitration. In any arbitration
proceeding each Party shall be responsible for its own attorney's fees and costs
associated with that arbitration. The Parties agree and acknowledge that, due to
the unique nature of the subject matter of this Agreement, a Party would be
irreparably damaged in the event another Party fails to perform its obligations
hereunder, which damage could not be adequately compensated except by specific
performance of this Agreement. In the event that a Party refuses to perform its
obligations hereunder or otherwise breaches this Agreement, it is agreed that
another Party shall have, in addition to any other rights available to it, the
right to obtain temporary or permanent injunctive relief, but not limited to,
specific performance of any and all obligations without any showing of actual
damages or inadequacy of legal remedy. This Section shall survive the
termination of this Agreement.


                                       20
<PAGE>
               21. Force Majeure. No Party shall be liable to any other Party
for any delay or failure by such Party to perform its obligations under this
Agreement or otherwise if such delay or failure arises from any cause beyond the
reasonable control of such Party, including, without limitation, labor disputes,
strikes, acts of God, floods, lightning, shortages of materials, rationing,
utility or communication failures, earthquakes, casualty, war, acts of the
public enemy, riots, insurrections, embargoes, blockades or regulation or orders
of governmental authorities. If a Party shall be delayed or prevented from
performing this Agreement due to any cause beyond its reasonable control, such
delay shall be excused during the continuance of such delay and the period of
performance shall be extended to the extent necessary to enable such Party to
perform its obligations after the cause of such delay has been removed.

               22. Entire Agreement; Amendments. This Agreement along with the
contemporaneously executed Asset Purchase Agreement and Schedules thereto,
Indemnification Agreement, Registration Rights Agreement and the Warrants
constitutes the entire agreement between the Parties on the subject matter
hereof, to the exclusion of all prior or contemporaneous representations,
understandings, or agreements, and all warranties, expressed or implied, with
reference to the subject matter hereof, and it may not be modified or amended
except by an agreement in writing between the Parties hereto.

               23. No Waiver. The failure of any Party to require the
performance of any item or obligation of this Agreement shall not prevent the
subsequent enforcement of such term or obligation, or be deemed a waiver of any
subsequent enforcement of such term or obligation, or be deemed a waiver of any
subsequent breach. No change, waiver or discharge hereof shall be valid unless
it is in writing, and signed by an authorized representative of the Party
against which such change, waiver or discharge is sought to be enforced.

               24. Severability. The invalidity of any of the provisions of this
Agreement shall not effect the validity or enforceability of the remaining
provisions of this Agreement so long as the invalidity of such provisions does
not deprive any Party of the material benefits of this Agreement, in which case
the Parties agree to negotiate in good faith to restore such benefits by
amending this Agreement. If any provision of this Agreement is determined by a
Final Order of a court or governmental entity to be invalid, void or
unenforceable, the remainder of the provisions of this Agreement shall remain in
full force and effect and will in no way be affected, impaired or invalidated.
In that event, the Parties shall use their best efforts, at no additional cost
to Weblink other than reasonable legal fees, to immediately bring this Agreement
into compliance with such determinations, consistent with the terms and spirit
of this Agreement.

               25. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall be
deemed one and the same agreement.



                                       21
<PAGE>
           IN WITNESS WHEREOF, each Party, intending hereto to be bound has
caused this Management and Spectrum Lease Agreement to be executed as of the day
and year first written above, and the persons signing warrants that they have
authority to bind the respective Parties hereto.

METROCALL, INC.                         PAGEMART II HOLDINGS LLC


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

METROCALL HOLDINGS, INC.                PAGEMART PCS HOLDINGS LLC


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

                                        WEBLINK WIRELESS I, L.P.


                                        By: WEBLINK WIRELESS, INC., its
                                            general partner



                                        By:  /s/ N. Ross Buckenham
                                            -----------------------------
                                            Name:  N. Ross Buckenham
                                            Title: President and CEO

                                        WEBLINK WIRELESS, INC.


                                        By: /s/ N. Ross Buckenham
                                           -----------------------------
                                           Name:  N. Ross Buckenham
                                           Title: President and CEO




                                       22


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>jd11-25ex_4.txt
<TEXT>
                                                                       EXHIBIT 4

                          REGISTRATION RIGHTS AGREEMENT



               REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of
November 18, 2003, by and between Metrocall Holdings, Inc., a Delaware
corporation, with headquarters located at 6677 Richmond Highway, Alexandria,
Virginia 22306 (the "COMPANY"), and WebLink Wireless I, L.P., a Texas limited
partnership, with headquarters located at 3333 Lee Parkway, Suite 100, Dallas,
Texas 75219 (the "HOLDER").

               WHEREAS:

               A. The Common Stock of the Company, $.01 par value per share (the
"COMMON STOCK") is registered pursuant to Section 12(g) of the Securities Act of
1933, as amended (the "1933 ACT");

               B. Pursuant to the Asset Purchase Agreement by and among the
Company, Metrocall, Inc. a Delaware corporation ("Metrocall"), the Holder, and
WebLink Wireless, Inc., a Delaware corporation ("WebLink Wireless"), dated of
even date herewith (the "ASSET PURCHASE AGREEMENT"), the Company has agreed,
upon the terms and subject to the conditions of the Asset Purchase Agreement, to
issue and sell to the Holder 500,000 shares of the Common Stock (the "NEW COMMON
SHARES") and a warrant (the "INITIAL WARRANT") to purchase 25,000 shares of
Common Stock;

               C. Pursuant to the Asset Purchase Agreement and the Management
and Spectrum Lease Agreement, by and among the Company, Metrocall, PageMart II
Holdings LLC and PageMart PCS Holdings LLC ("LICENSEES"), each a Delaware
limited liability company, the Holder, dated of even date herewith (the
"MANAGEMENT AGREEMENT"), the Company has agreed to issue and sell to the Holder
an additional warrant (the "LICENSE WARRANT", and together with the Initial
Warrant, the "WARRANTS") to purchase 100,000 shares of Common Stock (the
aggregate 125,000 shares of Common Stock issuable pursuant to the Warrants are
hereinafter referred to as the "WARRANT SHARES", and the New Common Shares and
the Warrant Shares together are hereinafter referred to as the "Shares");

               D. To induce the Holder to execute and deliver the Asset Purchase
Agreement, the Company has agreed to provide certain registration rights for the
New Common Shares and the Warrant Shares under the 1933 Act, and the rules and
regulations thereunder, and applicable state securities laws;

               NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Holder hereby agree as follows:

               1. DEFINITIONS.
                  -----------

               As used in this Agreement, the following terms shall have the
following meanings:


NY2:\1331838\09\SJN$09!.DOC\76830.0256
<PAGE>
               a. "INVESTOR" means the Holder and any transferee of the New
Common Shares or Warrant Shares held by the Holder thereof to whom the Holder
assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9.

               b. "PERSON" means a corporation, a limited liability company, an
association, a partnership, an organization, a business, an individual, an
entity, a governmental or political subdivision thereof or a governmental
agency.

               c. "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing one or more Registration
Statements in compliance with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis ("RULE 415"), and the declaration or ordering of effectiveness of such
Registration Statement(s) by the United States Securities and Exchange
Commission (the "SEC").

               d. "REGISTRABLE SECURITIES" means (i) the New Common Shares, (ii)
the Warrant Shares issued or issuable upon exercise of the Warrants, and (iii)
any shares of capital stock issued or issuable, from time to time, with respect
to the New Common Shares, the Warrant Shares or the Warrants as a result of any
reclassification, share combination, share subdivision, stock split, share
dividend, merger, consolidation or similar transaction or event or otherwise as
a distribution on, in exchange for or with respect to any of the foregoing, in
each case held at the relevant time by an Investor.

               e. "REGISTRATION STATEMENT" means a registration statement of the
Company filed under the 1933 Act.

               Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Asset Purchase Agreement.

               2. REGISTRATION.
                  ------------

               a. Mandatory Registration. Subject to Section 2(b), the Company
shall use its best efforts to prepare and file with the SEC as soon as
practicable, but in no event, subject to Section 2(b), more than 30 days, after
the Initial Closing Date a Registration Statement or Registration Statements (as
is necessary) on Form S-2 (or, if such form is unavailable for such a
registration, on Form S-1 or such other form as is available for such a
registration), covering the resale of all of the Registrable Securities or the
distribution of Registrable Securities to creditors and equityholders of the
Holder or WebLink Wireless, which Registration Statement(s) shall state that, in
accordance with Rule 416 promulgated under the 1933 Act, such Registration
Statement(s) also covers such indeterminate number of additional shares of
Common Stock as may become issuable upon exercise of the Warrants to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
The Company shall use its best efforts to cause any such Registration
Statement(s) to become effective 120 days following the date hereof.

               b. Postponement. (i) The Company shall be entitled to postpone
filing of the Registration Statement pursuant to Section 2(a) and/or to require
the Investor to discontinue the disposition of its securities covered by such
Registration Statement(s), as applicable, during any Blackout Period (as defined


                                       2
<PAGE>
below) (x) if the Board of Directors of the Company determines in good faith
that effecting such a registration or continuing such disposition at such time
would have a material adverse effect upon a proposed sale of all (or
substantially all) of the assets of the Company or a merger, reorganization,
recapitalization or similar current transaction materially affecting the capital
structure or equity ownership of the Company, or (y) if the Company is in
possession of material information which the Board of Directors of the Company
determines in good faith after consultation with outside counsel is not in the
best interests of the Company to disclose in a registration statement at such
time; provided, however, that the Company may only delay filing of the
Registration Statement pursuant to this Section 2(b) only for a reasonable
period of time not to exceed 90 days in any 12 month period and may require the
Investor to discontinue the disposition of its securities covered by such
Registration Statement pursuant to this Section 2(b) only for a reasonable
period of time not to exceed a total of 135 days in any 12 month period (or, in
each case, such earlier time as such transaction is consummated or no longer
proposed or the material information has been made public) (the "BLACKOUT
PERIOD"). Notwithstanding anything herein to the contrary, the Company may not
delay filing of a Registration Statement or require an Investor to discontinue
the disposition of its securities more than two times in any twelve month
period. The Company shall promptly notify the Investor in writing (a "BLACKOUT
NOTICE") of any decision to postpone the filing of the Registration Statement or
to discontinue sales of Registrable Securities covered by such Registration
Statement pursuant to this Section 2(b) and, upon the written request of an
Investor, the Company shall provide such Investor with a general statement in
writing of the reason for such postponement, an approximation of the anticipated
delay and an undertaking by the Company to use its reasonable best efforts to
promptly notify the Investor as soon as the Registration Statement may be filed
or sales of Registrable Securities covered by such Registration Statement may
resume. In making any such determination to initiate or terminate a Blackout
Period, the Company shall not be required to consult with or obtain the consent
of any Investor, and any such determination shall be the Company's sole
responsibility. Each Investor shall treat all notices or statements received
from the Company pursuant to this Section 2(b) in the strictest confidence and
shall comply with the securities laws on account of receipt or possession
thereof and shall not disseminate such information.

               (ii) The Company represents and warrants that, except for the
transactions contemplated by the Asset Purchase Agreement, on the date hereof
and based upon the criteria set forth in this Agreement, the Company could not
issue a Blackout Notice to an Investor declaring that a Blackout Period is in
effect.

               c. Eligibility for Form S-2. The Company represents, warrants and
covenants that it meets the requirements for the use of Form S-2 for
registration of the sale by the Holder and any other Investor of the Registrable
Securities on and after the filing of the Registration Statement pursuant to
Section 2(a) of this Agreement and the Company has filed and shall file all
reports required to be filed by the Company with the SEC in a timely manner so
as to obtain and maintain such eligibility for the use of Form S-2. In the event
that Form S-2 is not available for sale by the Investors of the Registrable
Securities, then (i) the Company shall register the sale of the Registrable
Securities on Form S-1 or another appropriate form as soon as practicable, but
in any event, subject to Section 2(b), within 30 days of the date hereof, and
(ii) the Company shall undertake to register the Registrable Securities on Form
S-2 as soon as such form is available, provided that the Company shall maintain
the effectiveness of the Registration Statement then in effect until such time
as a Registration Statement on Form S-2 covering the Registrable Securities has
been declared effective by the SEC.


                                       3
<PAGE>
               d. Most Favored Nation Clause. Notwithstanding anything to the
contrary in this Agreement, the Company hereby covenants that the terms and
conditions applicable to the length and frequency of Blackout Periods shall be
at least as favorable as those offered by the Company to any other Person, and
this Agreement shall be amended as may be necessary to effect such covenant.

               3. RELATED OBLIGATIONS.
                  -------------------

               At such time as the Company is obligated to file a Registration
Statement with the SEC pursuant to Section 2(a), the Company will use its best
efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the
Company shall have the following obligations:

               a. The Company shall prepare and file with the SEC such
amendments and supplements to the Registration Statement(s) and the
prospectus(es) used in connection therewith and take all such other actions as
may be necessary to keep the Registration Statement(s) current and effective
pursuant to Rule 415 at all times until the earlier of (i) the date on which the
Investors may immediately sell all of the Registrable Securities without volume
limitation restrictions pursuant to Rule 144(k) of the 1933 Act or (ii) the date
on which (A) the Investors shall have sold all the Registrable Securities, and
no more Registrable Securities are issuable pursuant to the Warrants, and (B)
none of the Warrants are outstanding (the "REGISTRATION Period"). The
Registration Statement(s) (including any amendments or supplements thereto and
prospectuses contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.

               b. The Company shall furnish promptly to each Investor whose
Registrable Securities are included in the Registration Statement(s) and its
legal counsel without charge such number of copies of the Registration
Statement(s) and prospectus(es), preliminary prospectus(es) in conformity with
the requirements of the 1933 Act and such other documents as such Investor may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Investor. The Company will use its reasonable best
efforts to respond to any and all comments received from the SEC, with a view
towards causing any Registration Statement or any amendment thereto to be
declared effective by the SEC as soon as practicable and shall promptly file an
acceleration request as soon as practicable following the resolution or
clearance of all SEC comments or, if applicable, following notification by the
SEC that the Registration Statement or any amendment thereto will not be subject
to review.

               c. The Company shall use its best efforts to promptly take such
action as may be necessary to qualify, or obtain, an exemption for the
Registrable Securities under such of the state securities laws of United States
jurisdictions as shall be necessary to qualify, or obtain an exemption for, the
sale of the Registrable Securities in states specified in writing by the
Investor; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to (x) qualify to do business in


                                       4
<PAGE>
any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(c), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify each Investor who holds
Registrable Securities of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or "blue sky" laws of any
jurisdiction in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such purpose.

               d. As promptly as practicable after becoming aware of such event,
the Company shall notify each Investor in writing of the happening of any event
as a result of which the prospectus included in a Registration Statement, as
then in effect, includes an untrue statement of a material fact or omission to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and promptly prepare a supplement or amendment to the
Registration Statement to correct such untrue statement or omission, and deliver
ten (10) copies of such supplement or amendment to each Investor (or such other
number of copies as such Investor may reasonably request). The Company shall
also promptly notify each Investor in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and when a
Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to each Investor promptly
by facsimile and by overnight mail), (ii) of any request by the SEC for
amendments or supplements to a Registration Statement or related prospectus or
related information, and (iii) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.

               e. The Company shall use its reasonable best efforts to prevent
the issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to promptly obtain the withdrawal of such order or
suspension and to notify each Investor who holds Registrable Securities being
sold (and, in the event of an underwritten offering, the managing underwriters)
of the issuance of such order and the resolution thereof or its receipt of
actual notice of the initiation or threat of any proceeding for such purpose.

               f. The Company shall hold in confidence and not make any
disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, (iii) the
release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this or any other agreement. The
Company agrees that it shall, upon learning that disclosure of such information
concerning an Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor, at the Investor's expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.


                                       5
<PAGE>
               g. Notwithstanding anything to the contrary set forth herein or
in any other agreement to which the parties hereto are parties or by which they
are bound, the obligations of confidentiality contained herein and therein, as
they relate to the transactions contemplated by the Asset Purchase Agreement,
shall not apply to the tax structure or tax treatment of the transactions
contemplated by the Asset Purchase Agreement, and each party hereto (and any
employee, representative, or agent of any party hereto) may disclose to any and
all persons, without limitation of any kind, the tax structure and tax treatment
of the transactions contemplated by the Asset Purchase Agreement and all
materials of any kind (including opinions or other tax analysis) that are
provided to such party relating to such tax treatment and tax structure;
provided, however, that such disclosure shall not include the name (or other
identifying information not relevant to the tax structure or tax treatment) of
any person and shall not include information for which nondisclosure is
reasonably necessary in order to comply with applicable securities laws.

               h. The Company shall use its best efforts to cause all the
Registrable Securities covered by a Registration Statement to be listed or
quoted where securities of the same class or series issued by the Company are
then listed or quoted, as applicable, if the listing of such Registrable
Securities is then permitted under the rules of such exchange or quotation
system. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3(h).

               i. The Company shall cooperate with the Investors who hold
Registrable Securities being offered to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts, as the case may
be, as the Investors may reasonably request and registered in such names as the
Investors may request.

               j. The Company shall take all other reasonable actions necessary
to expedite and facilitate disposition by the Investors of Registrable
Securities pursuant to a Registration Statement.

               k. The Company shall use its best efforts to cause the
Registrable Securities covered by the applicable Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to consummate the disposition of such Registrable
Securities.

               l. The Company shall otherwise use its reasonable best efforts to
comply with all applicable rules and regulations of the SEC in connection with
any registration hereunder.

               4. OBLIGATIONS OF THE INVESTORS.
                  ----------------------------

               a. At least ten (10) days prior to the first anticipated filing
date of the Registration Statement, the Company shall notify each Investor in
writing of the information the Company requires from each such Investor if such
Investor elects to have any of such Investor's Registrable Securities included
in the Registration Statement. It shall be a condition precedent to the


                                       6
<PAGE>
obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular Investor
that such Investor shall furnish to the Company such information as may be
requested in writing by the Company regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities
held by it as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request.

               b. The Investor agrees that it will not effect any disposition of
the Registrable Securities that would constitute a sale within the meaning of
the 1933 Act except as contemplated in the Registration Statement referred to in
Section 2 or in accordance with the 1933 Act, and that it will promptly notify
the Company of any changes in the information set forth in the Registration
Statement regarding the Investor or its plan of distribution.

               c. Each Investor, by such Investor's acceptance of the
Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of the
Registration Statement(s) hereunder unless such Investor has notified the
Company in writing of such Investor's election to exclude all of such Investor's
Registrable Securities from the Registration Statement.

               d. Each Investor agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(e) or
the first sentence of 3(d), such Investor will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement(s)
covering such Registrable Securities until such Investor's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3(e) or the
first sentence of 3(d).

               5. EXPENSES OF REGISTRATION.
                  ------------------------

               All reasonable expenses incurred by the Company in connection
with registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees, and fees and disbursements of counsel for
the Company shall be paid by the Company. Each Investor shall be responsible for
paying the underwriting commissions or brokerage fees, if any, and taxes of any
kind (including, without limitation, transfer taxes) applicable to any
disposition, sale or transfer of such Investor's Registrable Securities and any
fees and expenses of counsel or other advisors to the Investor.

               6. INDEMNIFICATION.
                  ---------------

               In the event any Registrable Securities are included in a
Registration Statement under this Agreement:

               a. The Company indemnifies and holds harmless each Investor who
holds such Registrable Securities, the directors, officers, partners, employees,
agents and each Person, if any, who controls any Investor within the meaning of
the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934
ACT"), (each, an "INDEMNIFIED PERSON"), against any losses, claims, damages,
liabilities, or expenses (collectively, "CLAIMS"), incurred in investigating,


                                       7
<PAGE>
preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body or the SEC,
whether pending or threatened, whether or not an indemnified party is or may be
a party thereto ("INDEMNIFIED DAMAGES"), to which any of them may become subject
insofar as such Claims arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact in a Registration Statement or
any post-effective amendment thereto or in any filing made in connection with
the qualification of the offering under the securities or other "blue sky" laws
of any jurisdiction in which Registrable Securities are offered, or the omission
or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which the statements therein were made, not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, "VIOLATIONS"). Subject to the
restrictions set forth in Section 6(d) with respect to the number of legal
counsel, the Company shall reimburse each Indemnified Person as such expenses
are incurred and are due and payable, for any legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any such
Claim. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a): (i) shall not apply to
a Claim arising out of or based upon a Violation which occurs in reliance upon
and in conformity with information furnished to the Company by any Indemnified
Person expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto; (ii) with respect
to any preliminary prospectus, shall not inure to the benefit of any such person
from whom the person asserting any such Claim purchased the Registrable
Securities that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected in the prospectus, as then
amended or supplemented, if such prospectus was timely made available by the
Company pursuant to Section 3(d), and the Indemnified Person was promptly
advised in writing not to use the incorrect prospectus prior to the use giving
rise to a Violation and such Indemnified Person, notwithstanding such advice,
used it; and (iii) shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9.

               b. In connection with any Registration Statement in which an
Investor is participating, each such Investor agrees to jointly and severally
indemnify, hold harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement, each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (such Person


                                       8
<PAGE>
together with any other Indemnified Person, collectively an "INDEMNIFIED
PARTY"), against any Claim or Indemnified Damages to which any of them may
become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such
Claim or Indemnified Damages arise out of or are based upon any Violation, in
each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with information furnished to the Company by
such Investor expressly for use in connection with such Registration Statement;
and, subject to Section 6(d), such Investor will reimburse any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of such
Investor, which consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration Statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investors
pursuant to Section 9. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(b) with
respect to any preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as then amended or supplemented.

               c. The Company shall be entitled to receive indemnities from
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in any distribution, to the same extent as provided
above, with respect to information such persons so furnished expressly for
inclusion in the Registration Statement.

               d. Promptly after receipt by an Indemnified Person or Indemnified
Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim,
such Indemnified Person or Indemnified Party shall, if a Claim in respect
thereof is to be made against any indemnifying party under this Section 6,
deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right (at its expense) to participate
in, and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; provided, however, that
such indemnifying party shall diligently pursue such defense and that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the Indemnified Person or
Indemnified Party, as the case may be, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or reasonably anticipated differing interests
between such Indemnified Person or Indemnified Party and any other party
represented by such counsel in such proceeding. The Company shall pay reasonable
fees for only one separate legal counsel for the Investors, and such legal
counsel shall be selected by the Investors holding a majority in interest of the
Registrable Securities included in the Registration Statement to which the Claim


                                       9
<PAGE>
relates. The Indemnified Party or Indemnified Person shall cooperate fully with
the indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or
Indemnified Person which relates to such action or claim. The indemnifying party
shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its written consent, provided,
however, that the indemnifying party shall not unreasonably withhold, delay or
condition its consent. No indemnifying party shall, without the consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise unless such judgment, settlement
or compromise includes as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party or Indemnified Person of a
release from all liability in respect to such claim or litigation, does not
materially and adversely impair the ability of such Indemnified Party or
Indemnified Person to conduct its business, and does not contain any admission
of wrongdoing on the part of any such Indemnified Party or Indemnified Person.
Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter
for which indemnification has been made. The failure to deliver written notice
to the indemnifying party within a reasonable time of the commencement of any
such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.

               e. The indemnification required by this Section 6 shall be made
by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages
are incurred.

               f. The indemnity agreements contained herein shall be in addition
to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.

               7. CONTRIBUTION.
                  ------------

               To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in
Section 6; (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any seller of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.


                                       10
<PAGE>
               8. REPORTS UNDER THE 1934 ACT.
                  --------------------------

               With a view to making available to the Investors the benefits of
Rule 144 promulgated under the 1933 Act or any other similar rule or regulation
of the SEC that may at any time permit the Investors to sell securities of the
Company to the public without registration ("RULE 144"), the Company agrees to:

               a. make and keep public information available, as those terms are
understood and defined in Rule 144;

               b. file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company remains subject to such requirements and the filing of such reports
and other documents is required for the applicable provisions of Rule 144; and

               c. furnish to each Investor so long as such Investor owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to
permit the Investors to sell such securities pursuant to Rule 144 without
registration.

           9. ASSIGNMENT OF REGISTRATION RIGHTS.
              ---------------------------------

               The rights to have the Company register Registrable Securities
pursuant to this Agreement shall be assignable by the Holder to an Investor (a
"Transferee") who receives no fewer than 125,000 Shares of the Registrable
Securities and if: (i) the Holder agrees in writing with the Transferee to
transfer or assign such rights, and a copy of such agreement is promptly
furnished to the Company after such transfer or assignment; (ii) the Company is,
promptly after such transfer or assignment, furnished with written notice of (a)
the name and address of such Transferee, and (b) the securities with respect to
which such registration rights are being transferred or assigned and the amount
being transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the Transferee is
restricted under the 1933 Act and applicable state securities laws; (iv) at or
before the time the Company receives the written notice contemplated by clause
(ii) of this sentence the Transferee agrees in writing with the Company to be
bound by all of the provisions contained herein; (v) such Transferee shall be an
"accredited investor" as that term is defined in Rule 501 of Regulation D
promulgated under the 1933 Act; and (vi) in the event the assignment occurs
subsequent to the date of effectiveness of the Registration Statement required
to be filed pursuant to Section 2(a), the Transferee agrees to pay all
reasonable expenses of amending or supplementing such Registration Statement to
reflect such assignment.

           10. AMENDMENT OF REGISTRATION RIGHTS.
               --------------------------------

               Provisions of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and Investors who hold fifty-one percent (51%) of the Registrable Securities.
Any amendment or waiver effected in accordance with this Section 10 shall be
binding upon each Investor and the Company.


                                       11
<PAGE>
               11. MISCELLANEOUS.
                   -------------

               a. A person or entity is deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities.

               b. Any notices consents, waivers or other communications required
or permitted to be given under the terms of this Agreement 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, provided a copy is mailed
by U.S. certified mail, return receipt requested; (iii) three (3) days after
being sent by U.S. certified mail, return receipt requested; or (iv) one (1) 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
                               Alexandria, Virginia 22306
                               Telephone: (703) 660-6677
                               Facsimile: (703) 768-9625
                               Attention: President

                     with a copy to:

                               Schulte Roth & Zabel LLP
                               919 Third Avenue
                               New York, New York 10022
                               Telephone: (212) 756-2431
                               Facsimile: (212)-593-5955
                               Attention: Andre Weiss, Esq.


                                       12
<PAGE>


                     if to the Holder:

                               WebLink Wireless I, LP
                               3333 Lee Parkway, Suite 100
                               Dallas, Texas 75219
                               Telephone: (214) 765-4000
                               Facsimile: (214) 765-4902
                               Attention: President

                     with a copy to:

                               Weil, Gotshal & Manges LLP
                               767 Fifth Avenue
                               New York, New York 10153
                               Telephone: (212) 310-8000
                               Facsimile: (212)-310-8007
                               Attention: Andrea A. Bernstein, Esq.

               Each party shall provide five (5) days prior notice to the other
party of any change in address, phone number or facsimile number.

               c. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.

               d. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.

               e. This Agreement, the Warrants, the Management Agreement and the
Asset Purchase Agreement (including all schedules and exhibits thereto)
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
therein. The aforementioned documents supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof and thereof.

               f. Subject to the requirements of Section 9, this Agreement shall
inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.

               g. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.


                                       13
<PAGE>
               h. This Agreement may be executed in two or more identical
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this
Agreement.

               i. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]




                                       14
<PAGE>
           IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.



COMPANY:

METROCALL HOLDINGS, INC.


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


WEBLINK WIRELESS I, L.P.

By: WEBLINK WIRELESS, INC., its general partner


By:  /s/ N. Ross Buckenham
   ------------------------------------------
   Name:  N. Ross Buckenham
   Title: President and CEO




                                       15

</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-6
<SEQUENCE>8
<FILENAME>jd11-25ex_6.txt
<TEXT>
                                                                       EXHIBIT 6

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-2                                                        November 18, 2003

                                                      Warrant to Purchase 25,000
                                                          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 25,000 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
hereof and prior to 5:00 P.M., New York City time, on the third anniversary of
the date hereof (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:\1342752\02\SS2_02!.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.

           2.1 Exercise of Warrant.

           (a) 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.

           (b)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


                                       4
<PAGE>
               (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

               (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.


                                       5
<PAGE>
           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.

           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


                                       6
<PAGE>
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.

     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.


                                       7
<PAGE>
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.

     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.


                                       8
<PAGE>
           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.

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.


                                       9
<PAGE>
           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, 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.

           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


                                       10
<PAGE>
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


                                       11
<PAGE>
liability on the part of the holders thereof, and, in the case of all
securities, shall be free from all taxes, liens, security interests,
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.


                                       12
<PAGE>
           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.

           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>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
