METROCALL INC, S-4/A, 1996-10-08

METROCALL INC
S-4/A, 1996-10-08
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1996.

REGISTRATION NO. 333-6919
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-4/A

AMENDMENT NO. 2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

METROCALL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 4812 54-1215634
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

------------------------
6677 RICHMOND HIGHWAY
ALEXANDRIA, VIRGINIA 22306
(703) 660-6677
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

WILLIAM L. COLLINS, III
CHIEF EXECUTIVE OFFICER
METROCALL, INC.
6677 RICHMOND HIGHWAY
ALEXANDRIA, VIRGINIA 22306
(703) 660-6677
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
With a copy to:

<TABLE>
<S> <C>
HOWARD W. HERNDON, ESQ.
GEORGE P. STAMAS, ESQ. WALLER LANSDEN DORTCH & DAVIS, A PROFESSIONAL
WILMER, CUTLER & PICKERING LIMITED LIABILITY COMPANY
2445 M STREET, N.W. 511 UNION STREET, SUITE 2100
WASHINGTON, D.C. 20037 NASHVILLE, TN 37219
(202) 663-6000 (615) 244-6380
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
------------------------
CALCULATION OF REGISTRATION FEE
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[CAPTION]
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE FEE(4)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share..... (2) $13.625 $123,200,793 $42,483
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Variable Common Rights(2).................. 9,042,260 -- -- --
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Preferred Stock, par value $.01 per
share.................................... (2) -- -- --
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- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated pursuant to Rule 457(c) and 457(f)(1) solely for the purpose of
calculating the registration fee, based upon the average of the high and low
prices per share of A+ Network, Inc. common stock, par value $.01 per share,
on June 25, 1996, as reported on the Nasdaq Stock Market's National Market.
(2) In addition to the up to 9,042,260 shares of Common Stock to be issued as
consideration in the Merger described in this Registration Statement, the
Registrant is registering shares of Common Stock and Preferred Stock in an
amount that cannot be determined that may be issued as payment for the
Variable Common Rights registered hereunder. Because the number of shares of
Common Stock and Preferred Stock cannot be determined, these securities are
registered by dollar amount rather than number pursuant to Rule 457(o). No
separate consideration will be received with respect to such additional
shares of Common Stock and Preferred Stock if they are issued.
(3) In accordance with the requirements of Rule 457(f)(1), no separate value has
been allocated to the Variable Common Rights.
(4) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE> 2

LOGO

METROCALL, INC.

6677 RICHMOND HIGHWAY

ALEXANDRIA, VA 22306

OCTOBER 8, 1996

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders
(the "Metrocall Meeting") of Metrocall, Inc. ("Metrocall") to be held on
November 6, 1996 at the Ritz-Carlton, Pentagon City, 1250 South Hayes Street,
Arlington, Virginia at 9:00 a.m., local time. As described in the enclosed Joint
Proxy Statement/Prospectus, at the Metrocall Meeting, the stockholders of
Metrocall will be asked to consider and vote upon (i) the business combination
of A+ Network, Inc., a Tennessee corporation ("A+ Network"), and Metrocall
through the merger (the "Merger") of A+ Network with and into Metrocall, (ii) an
amendment (the "Charter Amendment") to the Amended and Restated Certificate of
Incorporation of Metrocall to increase the number of authorized shares of
Metrocall Common Stock by 7,500,000 shares, from 26,000,000 shares to 33,500,000
shares, (iii) an amendment (the "Plan Amendment") to the Metrocall 1996 Stock
Option Plan to increase the number of shares of Metrocall Common Stock that may
be issued thereunder by 1,000,000 and (iv) the issuance of $35 million aggregate
liquidation value of Series A Convertible Preferred Stock of Metrocall (the
"Preferred Stock Issuance").

The Merger is subject to the terms and conditions of an Agreement and Plan
of Merger dated as of May 16, 1996 and amended on October 8, 1996 (the "Merger
Agreement") between Metrocall and A+ Network. Upon consummation of the Merger,
each outstanding share of the common stock of A+ Network ("A+ Network Common
Stock" or the "Shares"), other than Shares owned by Metrocall or its
subsidiaries, will be converted, without any action on the part of the holder
thereof, into the right to receive (i) the number of newly issued shares of the
common stock of Metrocall (the "Metrocall Shares" or the "Metrocall Common
Stock") equal to the Conversion Ratio (as defined in the Merger Agreement), (ii)
the same number of indexed Variable Common Rights ("VCRs" and, together with the
Metrocall Shares, the "Metrocall Securities"), plus (iii) cash in respect of
fractional Metrocall Securities. The shares of Metrocall Common Stock held by
Metrocall stockholders prior to the Merger will be unchanged by the Merger. It
is expected that up to approximately 9,042,260 shares of Metrocall Common Stock
(approximately 36.0% of the total shares of Metrocall Common Stock expected to
be issued and outstanding after the Merger) will be issued to the shareholders
of A+ Network in the Merger in exchange for their shares of A+ Network Common
Stock.

The accompanying Joint Proxy Statement/Prospectus provides a detailed
description of the Merger Agreement and information regarding other matters to
be considered at the Metrocall Meeting. A copy of the Merger Agreement is
attached to the Joint Proxy Statement/Prospectus as Exhibit A.

The Metrocall Board of Directors has carefully reviewed and considered the
terms and conditions of the proposed Merger. The Board of Directors (including
nonemployee directors) believes that the transaction is fair to Metrocall
stockholders, has unanimously (with one director absent) approved the Merger
Agreement and the Merger and recommended that stockholders vote FOR approval and
adoption of the Merger Agreement. The Metrocall Board of Directors also
recommends that stockholders vote FOR the Charter Amendment, FOR the Plan
Amendment and FOR the Preferred Stock Issuance.

Metrocall retained the investment banking firm of Wheat, First Securities,
Inc. ("Wheat, First") to render an opinion as to the fairness, from a financial
point of view, to Metrocall of the consideration to be paid for the A+ Network
Common Stock. Wheat, First has delivered to Metrocall's Board of Directors a
written opinion, dated May 14, 1996, to the effect that, as of such date and
based upon and subject to certain matters stated therein, taken together, the
consideration to be paid (i) to the holders of Shares pursuant to a completed
tender offer by Metrocall to purchase 2,140,526 Shares and (ii) to the holders
of the Shares
<PAGE> 3

pursuant to the Merger is fair to the holders of Metrocall Common Stock from a
financial point of view. A copy of Wheat, First's opinion is attached to the
Joint Proxy Statement/Prospectus as Exhibit B.

Your vote on these matters is very important. The Merger must be approved
and adopted by a majority of the issued and outstanding shares of Metrocall
Common Stock so a failure to vote is equivalent to a vote against the Merger. We
urge you to review carefully the enclosed materials and to return your proxy
promptly. Stockholders with questions regarding the Merger or other transactions
or matters described herein may contact Shirley B. White, Assistant Secretary of
Metrocall, at (703) 660-6677.

Whether or not you plan to attend the Metrocall Meeting, please sign and
promptly return your proxy card in the enclosed postage paid envelope. If you
attend the meeting, you may vote in person if you wish, even though you have
previously returned your proxy.

Sincerely,

/s/ RICHARD M. JOHNSTON

Richard M. Johnston
Chairman of the Board
<PAGE> 4

LOGO

A+ NETWORK, INC.
40 SOUTH PALAFOX STREET
PENSACOLA, FL 32501

October 8, 1996

Dear Fellow Shareholder:

You are cordially invited to attend the Special Meeting of Shareholders
(the "A+ Network Meeting") of A+ Network, Inc. ("A+ Network") to be held on
Wednesday, November 6, 1996 at 2:00 p.m., local time, at the First American
Center auditorium, fifth floor, 300 Union Street, Nashville, Tennessee. Enclosed
are a Notice of the A+ Network Meeting, a Joint Proxy Statement/Prospectus and a
proxy card containing information about the matters to be acted upon.

At the A+ Network Meeting, you will be asked to consider and vote upon the
approval of the Agreement and Plan of Merger, dated as of May 16, 1996 and
amended on October 8, 1996 (the "Merger Agreement"), between A+ Network and
Metrocall, Inc. ("Metrocall"). The Merger Agreement provides for the merger (the
"Merger") of A+ Network with and into Metrocall with Metrocall being the
surviving entity (the "Surviving Corporation"). The Merger would be the final
step in the business combination of A+ Network and Metrocall. In the initial
steps, Metrocall acquired 4,350,743 shares of A+ Network common stock for $21.10
per share pursuant to a cash tender offer (the "Tender Offer") and pursuant to
purchases from certain principal shareholders of A+ Network in accordance with
an agreement with such shareholders (the "Shareholders' Agreement"), as a result
of which Metrocall now owns approximately 40.0% of A+ Network's outstanding
capital stock. The Merger is intended to qualify as a tax-free transaction under
the Internal Revenue Code of 1986, as amended. We urge you to read the enclosed
Joint Proxy Statement/Prospectus for a description of the federal income tax
consequences of the Merger.

In the Merger, each outstanding share of common stock, par value $.01 per
share, of A+ Network (the "A+ Network Common Stock"), other than shares of A+
Network Common Stock held by Metrocall or any of its subsidiaries (which will be
cancelled), will be converted into the right to receive (i) that number of
shares of common stock, par value $.01 per share, of Metrocall as the Surviving
Corporation (the "Metrocall Common Stock") equal to the Conversion Ratio (as
defined in the Merger Agreement) and (ii) the same number of indexed Variable
Common Rights ("VCRs" and together with the Metrocall Common Stock, the
"Metrocall Securities") having the terms described in the Merger Agreement.
Pursuant to the Merger Agreement, the Conversion Ratio will be determined by
dividing $21.10 by the average of the last reported bid prices for shares of
Metrocall Common Stock on the Nasdaq National Market for the 50 consecutive
trading days ending on the trading day which is five days prior to the effective
time of the Merger (the "Average Metrocall Share Price"), provided that the
Average Metrocall Share Price will not exceed $21.88 or be less than $17.90.
Holders of A+ Network Common Stock do not have rights of appraisal under
Tennessee law in connection with the Merger. A copy of the Merger Agreement is
attached as Exhibit A to the accompanying Joint Proxy Statement/Prospectus.

YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE MERGER IS FAIR TO AND IN
THE BEST INTERESTS OF A+ NETWORK AND ITS SHAREHOLDERS AND HAS ADOPTED THE MERGER
AGREEMENT AND APPROVED THE MERGER. THE BOARD OF DIRECTORS HAS RECOMMENDED THAT
THE SHAREHOLDERS OF A+ NETWORK VOTE FOR THE APPROVAL OF THE MERGER AGREEMENT.
<PAGE> 5

In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Joint Proxy
Statement/Prospectus, including the written opinion, dated May 15, 1996, of
Prudential Securities Incorporated, A+ Network's financial advisor, to the
effect that, as of such date and based upon and subject to certain matters
stated therein, the consideration to be received by holders of A+ Network Common
Stock pursuant to the Merger Agreement and the transactions contemplated
thereby, including the Tender Offer, was fair to such holders from a financial
point of view. The Joint Proxy Statement/Prospectus contains other important
information relating to the Merger, and you are encouraged to read the Joint
Proxy Statement/Prospectus carefully.

The Merger will require the approval of the Federal Communications
Commission and state regulatory authorities, the approval of a majority of the
issued and outstanding shares of A+ Network Common Stock, the approval of the
shareholders of Metrocall and the satisfaction or waiver of other conditions as
described in the attached Joint Proxy Statement/Prospectus. Pursuant to
purchases under the Tender Offer and the Shareholders' Agreement, and rights
granted under the Shareholders' Agreement, Metrocall has the right, and has
agreed, to vote in excess of a majority of the shares of A+ Network Common Stock
to approve the Merger Agreement.

In view of the importance of the action to be taken at the A+ Network
Meeting, we urge you to read the enclosed material carefully and to complete,
sign and date the enclosed proxy card and return it promptly in the enclosed
prepaid envelope, whether or not you plan to attend the A+ Network Meeting. If
you attend the A+ Network Meeting in person, you may, if you wish, vote your
shares personally on all matters whether or not you have previously submitted a
proxy card. Your prompt cooperation will be greatly appreciated.

Sincerely yours,

/s/ CHARLES A. EMLING III
Charles A. Emling III
President and Chief Executive Officer
<PAGE> 6

LOGO

METROCALL, INC.

6677 RICHMOND HIGHWAY

ALEXANDRIA, VA 22306

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 6, 1996

TO THE STOCKHOLDERS OF METROCALL, INC.:

A Special Meeting of the Stockholders of Metrocall, Inc. ("Metrocall") will
be held at the Ritz-Carlton, Pentagon City, located at 1250 South Hayes Street,
Arlington, Virginia, on November 6, 1996 at 9:00 a.m. local time to consider and
act upon the following proposals:

1. To approve and adopt an Agreement and Plan of Merger dated as of May 16,
1996 and amended on October 8, 1996 (the "Merger Agreement"), a copy of
which is included as Exhibit A to the Joint Proxy Statement/Prospectus
accompanying this Notice, pursuant to which (a) A+ Network, Inc. a
Tennessee corporation ("A+ Network") will be merged with and into
Metrocall, and (b) each share of A+ Network common stock, par value $.01
per share ("A+ Network Common Stock" or the "Shares"), outstanding
immediately prior to the effective time of the Merger, other than Shares
owned by Metrocall or its subsidiaries, will be converted into the right
to receive (i) the number of newly issued shares of Metrocall common
stock, par value $.01 per share (the "Metrocall Shares" or "Metrocall
Common Stock") equal to the Conversion Ratio (as defined in the Merger
Agreement), (ii) the same number of indexed Variable Common Rights
("VCRs" and, together with the Metrocall Shares, the "Metrocall
Securities"), plus (iii) cash in respect of fractional Metrocall
Securities, if any. The Merger must be approved and adopted by a
majority of the issued and outstanding shares of Metrocall Common Stock.

2. To approve and adopt an amendment (the "Charter Amendment") to the
Amended and Restated Certificate of Incorporation of Metrocall to
increase the authorized Metrocall Common Stock by 7,500,000 shares, from
26,000,000 shares to 33,500,000 shares. The Charter Amendment must be
approved by a majority of the issued and outstanding shares of Metrocall
Common Stock.

3. To approve and adopt an amendment (the "Plan Amendment") to the
Metrocall 1996 Stock Option Plan to increase the number of shares of
Metrocall Common Stock that may be issued thereunder by 1,000,000.

4. To approve the issuance of $35 million aggregate liquidation value of
Series A Convertible Preferred Stock of Metrocall (the "Preferred Stock
Issuance").

Pursuant to Metrocall's Bylaws, the Board of Directors has fixed the close
of business on October 4, 1996 as the record date for the Special Meeting. Only
holders of Metrocall Common Stock of record at the close of business on that
date will be entitled to notice of and to vote at the Special Meeting or any
adjournments or postponements thereof.
By Order of the Board of Directors

/s/ SHIRLEY B. WHITE
--------------------------------------
Shirley B. White
Assistant Secretary

Alexandria, Virginia

October 8, 1996

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE. YOU MAY, IF YOU WISH,
REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED.
<PAGE> 7

LOGO

A+ NETWORK, INC.
40 SOUTH PALAFOX STREET
PENSACOLA, FL 32501

NOTICE OF A+ NETWORK SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 6, 1996

TO THE SHAREHOLDERS OF A+ NETWORK, INC.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of A+ Network,
Inc., a Tennessee corporation ("A+ Network"), will be held on Wednesday,
November 6, 1996 at 2:00 p.m., local time, at the First American Center
auditorium, fifth floor, 300 Union Street, Nashville, Tennessee (the "A+ Network
Meeting") for the following purpose:

1. To consider and vote upon a proposal to approve the Agreement and
Plan of Merger, dated as of May 16, 1996 and amended on October 8, 1996 (the
"Merger Agreement"), between A+ Network and Metrocall, Inc., a Delaware
corporation ("Metrocall"), providing for the merger (the "Merger") of A+
Network with and into Metrocall, with Metrocall being the surviving entity
(the "Surviving Corporation") and pursuant to which each outstanding share
of common stock, par value $.01 per share, of A+ Network (the "A+ Network
Common Stock") will be converted into the right to receive (i) that number
of shares of common stock, par value $.01 per share, of the Surviving
Corporation (the "Metrocall Common Stock") equal to the Conversion Ratio (as
defined in the Merger Agreement) and (ii) the same number of indexed
Variable Common Rights (the "VCRs" and together with the Metrocall Common
Stock, the "Metrocall Securities") having the terms described in the Merger
Agreement. The Conversion Ratio will be based on the last reported bid
prices for shares of the Metrocall Common Stock on the Nasdaq National
Market for the 50 consecutive trading days ending on the trading date that
is five days prior to the effective time of the Merger but in no event will
be lower than .96435 or higher than 1.17877. A copy of the Merger Agreement
is attached as Exhibit A to the accompanying Joint Proxy
Statement/Prospectus.

Only holders of record of A+ Network Common Stock at the close of business
on October 1, 1996 (the "A+ Network Record Date"), are entitled to notice of and
to vote at the A+ Network Meeting and any adjournments or postponements thereof.
The list of A+ Network shareholders entitled to vote at the A+ Network Meeting
will be available for examination for ten days prior to the A+ Network Meeting
at the offices of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company, 511 Union Street, Suite 2100, Nashville, Tennessee 37219.

All shareholders are cordially invited to attend the A+ Network Meeting. To
ensure your representation at the A+ Network Meeting, however, you are urged to
mark, sign and return the enclosed proxy card in the accompanying envelope,
whether or not you expect to attend the A+ Network Meeting. No postage is
required if mailed in the United States. Any A+ Network shareholder attending
the A+ Network Meeting may vote in person even if that shareholder has returned
a proxy card.

By order of the Board of Directors

/s/ CHARLES A. EMLING III

Charles A. Emling III
President and Chief Executive Officer

October 8, 1996.

TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED
PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.

PLEASE DO NOT SEND STOCK CERTIFICATES AT THIS TIME.
<PAGE> 8

METROCALL, INC.
PROXY STATEMENT FOR SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD NOVEMBER 6, 1996
AND PROSPECTUS REGARDING THE ISSUANCE OF UP TO 9,042,260 SHARES OF
METROCALL COMMON STOCK, INDEXED VARIABLE COMMON RIGHTS
AND SHARES OF METROCALL COMMON STOCK AND PREFERRED STOCK
THAT MAY BE ISSUED IN PAYMENT OF THE INDEXED VARIABLE COMMON RIGHTS
----------------------------------------
A+ NETWORK, INC.
PROXY STATEMENT FOR SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD NOVEMBER 6, 1996
----------------------------------------

This Joint Proxy Statement/Prospectus is being furnished to the stockholders
of Metrocall, Inc., a Delaware corporation ("Metrocall"), and to the
shareholders of A+ Network, Inc., a Tennessee corporation ("A+ Network"), and
relates to the Special Meeting of Stockholders of Metrocall (the "Metrocall
Meeting") to be held on November 6, 1996 and the Special Meeting of Shareholders
of A+ Network (the "A+ Network Meeting") to be held on November 6, 1996
(collectively, the "Stockholders Meetings"). At the respective Stockholders
Meetings, stockholders of Metrocall and of A+ Network, respectively, will be
asked to consider and act upon the Agreement and Plan of Merger, as amended (the
"Merger Agreement"), a copy of which is attached hereto as Exhibit A. In
addition, stockholders of Metrocall will be asked to vote to approve and adopt
an amendment (the "Charter Amendment") to the Amended and Restated Certificate
of Incorporation of Metrocall increasing the number of authorized shares of
Metrocall Common Stock by 7,500,000 shares, from 26,000,000 shares to 33,500,000
shares, an amendment (the "Plan Amendment") to the Metrocall 1996 Stock Option
Plan to increase the number of shares of Metrocall Common Stock that may be
issued thereunder by 1,000,000 and the issuance of $35 million aggregate
liquidation value of Series A Convertible Preferred Stock of Metrocall (the
"Preferred Stock Issuance").

Pursuant to the Merger Agreement, (i) A+ Network will be merged with and
into Metrocall (the "Merger") and (ii) each share of A+ Network common stock,
par value $.01 per share, together with the related share purchase rights ("A+
Network Common Stock" or the "Shares"), outstanding immediately prior to the
effective time of the Merger (the "Effective Time"), other than Shares owned by
Metrocall or its subsidiaries, will be converted into the right to receive (A)
that number of newly issued shares of the Metrocall Common Stock, par value $.01
per share, of Metrocall ("Metrocall Common Stock" or the "Metrocall Shares")
equal to the Conversion Ratio, (B) the same number of indexed Variable Common
Rights ("VCRs" and, together with the Metrocall Shares, the "Metrocall
Securities"), plus (C) cash in respect of fractional Metrocall Securities. The
Conversion Ratio will be determined by dividing $21.10 by the average of the
last bid prices for shares of Metrocall Common Stock on the Nasdaq National
Market (the "NNM") for the 50 consecutive trading days ending on the trading day
that is five days prior to the Effective Time of the Merger (the "Average
Metrocall Share Price"), except that if the Average Metrocall Share Price is
greater than $21.88 or less than $17.90, then the Conversion Ratio will be
.96435 or 1.17877, respectively.

Prior to the date of this Joint Proxy Statement/Prospectus, and pursuant to
the terms of the Merger Agreement, Metrocall purchased 2,140,526 Shares pursuant
to a tender offer dated May 22, 1996 to the holders of Shares (the "Offer") and
Metrocall purchased 2,210,217 additional Shares from certain shareholders of A+
Network pursuant to a Shareholders' Option and Sale Agreement dated May 16, 1996
(the "Shareholders' Agreement") among Metrocall and certain shareholders of A+
Network named therein. Metrocall has agreed to vote all of the foregoing shares
(which constitute approximately 40.0% of the issued and outstanding shares as of
the record date for the A+ Network Meeting) in favor of the Merger. In addition,
certain other shareholders holding approximately 30.4% of the issued and
outstanding Shares as of the record date for the A+ Network Meeting have also
agreed to vote in favor of the Merger.
------------------------

THE BOARDS OF DIRECTORS OF METROCALL AND A+ NETWORK RECOMMEND THAT STOCKHOLDERS
OF THEIR RESPECTIVE COMPANIES VOTE FOR APPROVAL OF THE MERGER AGREEMENT. THE
BOARD OF DIRECTORS OF METROCALL ALSO RECOMMENDS THAT STOCKHOLDERS OF
METROCALL VOTE FOR APPROVAL OF THE CHARTER AMENDMENT, THE PLAN
AMENDMENT AND THE PREFERRED STOCK ISSUANCE.
------------------------

THE SECURITIES TO BE ISSUED PURSUANT TO THIS JOINT PROXY STATEMENT/PROSPECTUS
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS JOINT
PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------

SEE "RISK FACTORS," BEGINNING ON PAGE 15, FOR INFORMATION THAT SHOULD BE
CONSIDERED REGARDING THE SECURITIES OFFERED HEREBY.
------------------------

This Joint Proxy Statement/Prospectus and the accompanying forms of proxy
are first being mailed to the stockholders of Metrocall and the shareholders of
A+ Network on or about October 8, 1996.

The date of this Joint Proxy Statement/Prospectus is October 8, 1996.

<PAGE> 9

AVAILABLE INFORMATION

Metrocall and A+ Network are both subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, file reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information may be inspected and copied at the offices of
the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and the Regional Offices of the Commission in Chicago, Illinois at
Northwestern Atrium Center, 500 W. Madison, Suite 1400, Chicago, Illinois 60661
and in New York, New York at 7 World Trade Center, Suite 1300, New York, New
York 10048. Such information may also be accessed on the internet at
http://www.sec.gov. Copies of such materials may be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.

Metrocall has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), on Form S-4 with respect to the securities offered hereby.
This Joint Proxy Statement/Prospectus also constitutes the Prospectus of
Metrocall filed as part of the Registration Statement and does not contain all
of the information set forth in the Registration Statement and the exhibits
thereto, certain parts of which are omitted in accordance with the rules of the
Commission. Statements made in this Joint Proxy Statement/Prospectus as to the
contents of any contract, agreement, or other document referred to are not
necessarily complete; with respect to each such contract, agreement, or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be qualified in its entirety by such reference. The
Registration Statement and any amendments thereto, including exhibits filed as
part thereof, are available for inspection and copying at the Commission's
offices as described above. After the Merger, registration of the A+ Network
Common Stock under the Exchange Act will be terminated.
------------------------

Information in this Joint Proxy Statement/Prospectus regarding A+ Network
has been prepared and/or supplied by A+ Network or its representatives and
information regarding Metrocall has been prepared and/or supplied by Metrocall
or its representatives. Each of A+ Network and Metrocall has represented and
warranted to the other party in the Merger Agreement that none of such
information contains or will contain
any untrue statement of a material fact or omits or will omit to state any
material fact necessary, in light of the circumstances under which it was made,
in order to make such information not misleading.
------------------------

NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS JOINT PROXY STATEMENT/PROSPECTUS IN
CONNECTION WITH THE SOLICITATIONS OF PROXIES OR THE OFFERING OF SECURITIES MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY METROCALL OR A+ NETWORK. THIS JOINT
PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, NOR A
SOLICITATION OF AN OFFER TO BUY, METROCALL COMMON STOCK, NOR THE SOLICITATION OF
A PROXY, IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION OF AN OFFER OR PROXY SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS JOINT PROXY STATEMENT/ PROSPECTUS NOR
ANY DISTRIBUTION OF METROCALL COMMON STOCK MADE UNDER THIS JOINT PROXY
STATEMENT/ PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF METROCALL OR A+ NETWORK OR IN THE
INFORMATION SET FORTH HEREIN SINCE THE DATE OF THIS JOINT PROXY
STATEMENT/PROSPECTUS.
<PAGE> 10

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Metrocall incorporates herein by reference the following documents filed by
it with the Commission (File No. 0-21924) pursuant to the Exchange Act: (i) its
Annual Report on Form 10-K for the year ended December 31, 1995; (ii) its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June
30, 1996; (iii) its Proxy Statement for the Annual Meeting of Stockholders held
on May 1, 1996; (iv) its Current Report on Form 8-K filed on May 21, 1996; and
(v) its Schedule 13D and Tender Offer Statement on Schedule 14D-1 of Metrocall
filed on May 22, 1996 (as amended).

A+ Network incorporates herein by reference the following documents filed
by it with the Commission (File No. 0-22238) pursuant to the Exchange Act: (i)
its Annual Report on Form 10-K for the year ended December 31, 1995; (ii) its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June
30, 1996; (iii) its Current Reports on Form 8-K dated May 20, 1996 and June 24,
1996; (iv) its Proxy Statement for the Annual Meeting of Shareholders held on
May 29, 1996; and (v) its Schedule 14D-9 filed on May 22, 1996.

All documents filed by Metrocall and A+ Network pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Joint
Proxy Statement/Prospectus and prior to the date of the Metrocall Meeting and
the A+ Network Meeting shall be deemed to be incorporated by reference in this
Joint Proxy Statement/Prospectus and to be part hereof from the date of filing
of such documents. All information appearing in this Joint Proxy
Statement/Prospectus is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the documents
incorporated by reference herein.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Joint Proxy Statement/Prospectus, to the extent that a statement
contained herein or in any subsequently filed document that is deemed to be
incorporated herein modifies or supersedes any such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Joint Proxy Statement/Prospectus.

THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. METROCALL AND A+ NETWORK
HEREBY UNDERTAKE TO PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS JOINT PROXY STATEMENT/PROSPECTUS HAS
BEEN DELIVERED, ON WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY AND
ALL OF THE DOCUMENTS REFERRED TO ABOVE THAT HAVE BEEN OR MAY BE INCORPORATED
INTO THIS JOINT PROXY STATEMENT/PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO
SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS). DOCUMENTS RELATING TO METROCALL ARE AVAILABLE UPON REQUEST
FROM METROCALL, INC., 6677 RICHMOND HIGHWAY, ALEXANDRIA, VIRGINIA 22306,
ATTENTION: SHIRLEY B. WHITE, ASSISTANT SECRETARY, TELEPHONE NUMBER 703-660-6677.
DOCUMENTS RELATING TO A+ NETWORK ARE AVAILABLE UPON REQUEST FROM A+ NETWORK,
INC., 40 SOUTH PALAFOX, PENSACOLA, FLORIDA 32501, ATTENTION: RANDY K. SCHULTZ,
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, TELEPHONE NUMBER 904-438-1653. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE RECEIVED
BY OCTOBER 25, 1996.
<PAGE> 11

JOINT PROXY STATEMENT/PROSPECTUS

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY............................................................................. 1
The Companies..................................................................... 1
The Stockholders' Meetings........................................................ 2
The Merger........................................................................ 3
Comparison of Stockholders' Rights................................................ 7
Regulatory Approvals.............................................................. 7
Market Prices and Dividends....................................................... 8
Summary Financial Information..................................................... 9
Other Proposals to be Presented at the Metrocall Meeting.......................... 14
RISK FACTORS........................................................................ 15
THE MEETINGS........................................................................ 20
Date, Time and Place of Meetings.................................................. 20
Purpose of the Meetings........................................................... 20
Record Date and Outstanding Shares................................................ 21
Voting and Revocation of Proxies.................................................. 21
Vote Required for Approval........................................................ 21
Solicitation of Proxies........................................................... 22
Other Matters..................................................................... 22
Appraisal Rights.................................................................. 22
THE MERGER AND RELATED TRANSACTIONS................................................. 23
Purchases Pursuant to the Offer and the Shareholders' Agreement................... 23
General Description of the Merger................................................. 23
Background of the Merger.......................................................... 23
Recommendation of the Board of Directors of Metrocall............................. 25
Metrocall's Reasons for the Merger................................................ 25
Opinion of Financial Advisor to Metrocall......................................... 26
Recommendation of the Board of Directors of A+ Network............................ 30
A+ Network's Reasons for the Merger............................................... 30
Opinion of Financial Advisor to A+ Network........................................ 31
Interests of Certain Persons in the Merger........................................ 35
Shareholders' Agreement........................................................... 36
Other Agreements.................................................................. 37
Certain Federal Income Tax Consequences........................................... 38
Accounting Treatment.............................................................. 40
Government and Regulatory Approvals............................................... 40
Restrictions on Resales by Affiliates............................................. 41
THE MERGER AGREEMENT AND TERMS OF THE MERGER........................................ 41
The Offer......................................................................... 41
Effective Time of the Merger...................................................... 41
Manner and Basis of Converting Shares............................................. 42
Treatment of Stock Options........................................................ 42
Employee Arrangements............................................................. 43
Indemnification................................................................... 43
Representations and Warranties.................................................... 43
</TABLE>

<PAGE> 12

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Conduct of Business Pending the Merger............................................ 44
Response to Other Offers.......................................................... 46
Repurchase Option................................................................. 46
Conditions to the Merger.......................................................... 48
Termination....................................................................... 49
Termination Fees.................................................................. 49
Amendment and Modification........................................................ 50
DESCRIPTION OF METROCALL SECURITIES................................................. 50
Metrocall Capital Stock........................................................... 50
Metrocall VCRs.................................................................... 52
Metrocall Preferred Stock......................................................... 55
COMPARATIVE RIGHTS OF METROCALL STOCKHOLDERS AND A+ NETWORK SHAREHOLDERS............ 55
PRO FORMA CONDENSED COMBINED FINANCIAL DATA......................................... 59
RECENT DEVELOPMENTS REGARDING METROCALL............................................. 67
MANAGEMENT OF THE SURVIVING CORPORATION............................................. 69
RECENT DEVELOPMENTS REGARDING A+ NETWORK............................................ 71
A+ NETWORK MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS..................................................................... 73
AMENDMENT OF METROCALL CHARTER TO INCREASE THE NUMBER OF AUTHORIZED METROCALL
SHARES............................................................................ 79
AMENDMENT TO INCREASE THE NUMBER OF SHARES THAT MAY BE ISSUED UNDER METROCALL'S 1996
STOCK OPTION PLAN................................................................. 80
APPROVAL OF ISSUANCE OF METROCALL CONVERTIBLE PREFERRED STOCK....................... 83
LEGAL MATTERS....................................................................... 84
EXHIBIT A -- Agreement and Plan of Merger dated as of May 16, 1996 between
Metrocall, Inc. and A+ Network, Inc. (as amended)
EXHIBIT B -- Opinion of Wheat, First Securities, Inc. dated May 14, 1996.
EXHIBIT C -- Opinion of Prudential Securities Incorporated dated May 15, 1996.
EXHIBIT D -- Amendment to the Amended and Restated Certificate of Incorporation of
Metrocall.
EXHIBIT E -- Amendment to the Metrocall 1996 Stock Option Plan.
</TABLE>

<PAGE> 13

<PAGE> 14

SUMMARY

The following is a summary of certain information contained elsewhere in
this Joint Proxy Statement/Prospectus and/or in the Exhibits attached hereto.
Certain capitalized terms used in this Summary are defined elsewhere in this
Joint Proxy Statement/Prospectus. Reference is made to, and this Summary is
qualified in its entirety by, the more detailed information contained in this
Joint Proxy Statement/Prospectus and the Exhibits attached hereto. Stockholders
of Metrocall and of A+ Network are urged to read carefully all of the
information contained in this Joint Proxy Statement/Prospectus and the Exhibits
attached hereto.

THE COMPANIES

METROCALL

Metrocall currently has 1,109,647 pagers in service at June 30, 1996,
providing local, regional and nationwide paging and other wireless messaging
services. Metrocall currently operates regional and nationwide paging networks
throughout the United States and has historically concentrated its selling
efforts in four operating regions: (i) the Northeast (Massachusetts through
Delaware); (ii) the Mid-Atlantic (Maryland and the Washington, D.C. metropolitan
area); (iii) the Southeast (Virginia and Florida); and (iv) the West
(California, Nevada and Arizona). Through the Metrocall Nationwide Wireless
Network, Metrocall can provide paging services in approximately 864 U.S. cities
which include the top 100 Standard Metropolitan Statistical Areas ("SMSAs").

Metrocall has announced a pending acquisition which, when consummated, will
add approximately 220,000 subscribers to its base of pagers in service. In
addition, one acquisition was consummated on July 16, 1996 and another was
consummated on August 30, 1996, adding approximately 140,000 and 100,000
subscribers, respectively. Through these acquisitions Metrocall will expand its
operations into the Midwest, Southwest and Southeast, while strengthening its
existing customer base in the Northeast. On a combined basis (pro forma for all
acquisitions), A+ Network and Metrocall would service a total subscriber base
consisting of approximately 2.2 million units in service, and would constitute
the fifth largest paging company in the United States. Metrocall was organized
as a Delaware corporation in October 1982. Metrocall Common Stock is traded on
the Nasdaq National Market under the symbol "MCLL". Metrocall's principal
executive offices are located at 6677 Richmond Highway, Alexandria, Virginia
22306 and its telephone number is (703) 660-6677. Unless the context otherwise
requires, all references to Metrocall shall mean Metrocall prior to consummation
of the Merger.

A+ NETWORK

A+ Network is a leading provider of paging services, operating primarily in
the southeastern United States. On October 24, 1995, Network Paging Corporation
("Network") was merged into A+ Communications Inc. (the "A+/Network Merger"),
resulting in an increase in the number of pagers and voicemail units in service
from approximately 248,000 to approximately 495,000. The name of the surviving
corporation was changed to A+ Network, Inc. At December 31, 1995, A+ Network had
529,450 pagers and voicemail units in service, serviced by a network of
approximately 485 transmitters located in Alabama, Florida, Georgia, Louisiana,
Mississippi, North Carolina, South Carolina, Tennessee and Texas. Through an
interconnected network (the "USA Network") of approximately 120 independent
local and regional paging companies (the "Network Affiliates") throughout the
United States, A+ Network augments its paging coverage in areas where direct
service through A+ Network's own transmission network facilities is not
available.

A+ Network is engaged in two principal business segments, mobile
communications services and telemessaging services. A+ Network's mobile
communications services business segment provides paging, voicemail and other
mobile communication services and equipment and represents several cellular
service providers for sale and distribution of cellular phones and services. A+
Network's telemessaging services business segment provides a variety of message
management services over the telephone to a diverse client base.

1
<PAGE> 15

A+ Network was incorporated under the laws of Tennessee in 1985 as A+
Communications Inc. Simultaneous with the A+/Network Merger, the name was
changed to A+ Network, Inc. A+ Network Common Stock is traded on the Nasdaq
National Market under the symbol "ACOM." A+ Network maintains executive offices
at 40 South Palafox Street, Pensacola, Florida 32501 where its telephone number
is (904) 438-1653 and at 2416 Hillsboro Road, Nashville, Tennessee 37212 where
its telephone number is (615) 385-4500.

SURVIVING CORPORATION

Unless otherwise stated, all references to the "Surviving Corporation"
shall mean Metrocall after consummation of the Merger.

THE STOCKHOLDERS' MEETINGS

METROCALL

The Metrocall Meeting will be held on November 6, 1996 at 9:00 a.m. local
time at the Ritz-Carlton, Pentagon City located at 1250 South Hayes Street,
Arlington, Virginia. Only holders of record of shares of Metrocall Common Stock
at the close of business on October 4, 1996 (the "Metrocall Record Date") are
entitled to notice of and to vote at the Metrocall Meeting.

At the Metrocall Meeting, stockholders will be asked to consider and vote
upon (i) a proposal to approve and adopt the Merger Agreement, which provides
for the merger of A+ Network with and into Metrocall, (ii) the Charter
Amendment, which provides for the increase in the authorized shares of Metrocall
Common Stock by 7,500,000 shares, from 26,000,000 shares to 33,500,000 shares,
(iii) the Plan Amendment, which provides for the increase in the number of
shares of Metrocall Common Stock that may be issued under the Metrocall 1996
Stock Option Plan by 1,000,000 shares, and (iv) the Preferred Stock Issuance,
which provides for the issuance of $35 million aggregate liquidation value of
Series A Convertible Preferred Stock of Metrocall.

Each of the Merger Agreement and the Charter Amendment will be approved and
adopted if a majority of outstanding shares of Metrocall Common Stock entitled
to vote thereon vote in favor of the Merger Agreement and the Charter Amendment,
respectively. The Plan Amendment and the Preferred Stock Issuance will be
approved and adopted if a majority of the shares present in person or by proxy
at the Metrocall meeting vote in favor of the Plan Amendment and the Preferred
Stock Issuance, respectively. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions will be treated as votes cast against the Merger Agreement
and the Charter Amendment, but will not be counted for purposes of the Plan
Amendment or the Preferred Stock Issuance. Broker non-votes will be equivalent
to votes cast against the Merger Agreement and the Charter Amendment, but will
not be counted for purposes of the Plan Amendment or the Preferred Stock
Issuance. On the Metrocall Record Date, there were 16,060,117 shares of
Metrocall Common Stock outstanding and entitled to vote, each of which will be
entitled to one vote on each matter to be acted upon or which may properly come
before the Metrocall Meeting. Of such shares, 5,048,046 shares (approximately
31.4% of the shares entitled to vote at the Metrocall Meeting) were held by
persons who have agreed to vote in favor of the Merger Agreement.

A+ NETWORK

The A+ Network Meeting is to be held on November 6, 1996 at 2:00 p.m. local
time at the First American Center auditorium, fifth floor, 300 Union Street,
Nashville, Tennessee. Only holders of record of shares of A+ Network Common
Stock at the close of business on October 1, 1996 (the "A+ Network Record Date")
are entitled to notice of and to vote at the A+ Network Meeting.

The purpose of the A+ Network Meeting is to consider and vote upon a
proposal to approve the Merger Agreement, which provides for the merger of A+
Network with and into Metrocall. If the Merger Agreement is approved, subject to
certain adjustments, each outstanding share of Common Stock and related rights

2
<PAGE> 16

(other than Shares held by Metrocall or any of its subsidiaries, which will be
cancelled) will be converted into the right to receive: (i) that number of
shares of Metrocall Common Stock equal to the Conversion Ratio (as defined in
the Merger Agreement), (ii) the same number of indexed Variable Common Rights
("VCRs" and, together with the Metrocall Common Stock, "Metrocall Securities"),
plus (iii) cash in respect of fractional Metrocall Securities, if any.

The affirmative vote of a majority of the outstanding shares of A+ Network
Common Stock is required to adopt the Merger Agreement. Each share of A+ Network
Common Stock is entitled to one vote on each matter to be acted upon or which
may properly come before the A+ Network Meeting. On the A+ Network Record Date,
Metrocall owned 4,350,743 shares of A+ Network Common Stock representing
approximately 40.0% of the outstanding shares of A+ Network Common Stock.
Metrocall has agreed to vote all of its A+ Network Common Stock in favor of the
approval of the Merger Agreement. In addition, 3,315,326 shares (approximately
30.4% of the shares entitled to vote at the A+ Network Meeting) were held by
certain shareholders who have agreed to vote in favor of the Merger Agreement.

THE MERGER

GENERAL

Upon consummation of the Merger, A+ Network will be merged with and into
Metrocall. Each share of A+ Network Common Stock outstanding immediately prior
to consummation of the Merger (other than Shares held by Metrocall or any of its
subsidiaries, which will be cancelled) will be converted, without any action on
the part of the holder thereof, into the right to receive: (i) that number of
shares of Metrocall Common Stock equal to the Conversion Ratio, (ii) the same
number of VCRs, plus (iii) cash in respect of fractional Metrocall Securities,
if any. The Conversion Ratio shall be determined by dividing $21.10 by the
average of the last bid prices for shares of Metrocall Common Stock on the
Nasdaq National Market (the "NNM") for the 50 consecutive trading days ending on
the trading day that is five days prior to the effective time of the Merger (the
"Average Metrocall Share Price"), except that if the Average Metrocall Share
Price is greater than $21.88 or less than $17.90, then the Conversion Ratio
shall be .96435 or 1.17877, respectively. Each VCR will entitle the holder to
receive the amount, not to exceed $5.00 per VCR (unless increased as described
below), by which the market value of Metrocall Shares determined as of the first
anniversary of the Effective Time (the "Maturity Date") is less than the "Target
Price" of $21.10 per share, adjusted downward, but not upward, based on changes
in an index composed of average closing bid prices of three other companies in
the paging industry. If Metrocall extends the Maturity Date by one year (the
"Extended Maturity Date"), the Target Price will increase to $25.10, adjusted as
previously described, and the maximum amount which the holder may receive will
be $7.00 per VCR. The market value of Metrocall Common Stock for this purpose
will be the median of the averages of the last bid price for the Metrocall
Common Stock on each trading day during each 20 trading-day period within the 60
trading days prior to the Maturity Date. In addition, if the last bid price of
the Metrocall Common Stock exceeds $21.10 on each day during any period of 50
consecutive calendar days after the Effective Time and before the Maturity Date,
or, if the Maturity Date is extended, $25.10 on each day during any period of 50
consecutive calendar days after the Maturity Date and before the Extended
Maturity Date, then the right to receive payments under the VCR will terminate.
Any amounts payable under the VCRs will be paid in cash, Metrocall Common Stock
or shares of preferred stock of Metrocall ("Metrocall Preferred Stock") having
economic and other rights substantially equivalent to the rights of holders of
shares of Metrocall Common Stock, as determined by Metrocall. The terms of the
VCRs are described in "DESCRIPTION OF METROCALL SECURITIES -- Metrocall VCRs."
Up to 9,042,260 shares of Metrocall Common Stock will be issued in the Merger,
and additional shares may be issued if Metrocall elects to make any payments
required under the VCRs in the form of shares of Metrocall Common Stock. The
Merger will become effective upon the later of the acceptance by the Secretary
of State of the State of Delaware or the Secretary of State of the State of
Tennessee of the filing of the Certificate of Merger, which is expected to be
executed by Metrocall and A+ Network and filed as soon as practicable following
approval of the Merger Agreement by the requisite vote of the Metrocall
stockholders and the A+ Network shareholders and satisfaction or waiver of the
other conditions set forth in the Merger Agreement.

3
<PAGE> 17

At the Effective Time all shares of A+ Network Common Stock shall no longer
be outstanding and shall automatically be cancelled and retired and shall cease
to exist, and each holder of a certificate representing any shares of A+ Network
Common Stock shall cease to have any rights with respect thereto, except the
right to receive the shares of Metrocall Common Stock to be issued in exchange
therefor upon the surrender of such certificate.

After the Effective Time, the exchange agent will deliver a letter of
transmittal and instructions to all holders of record of A+ Network Common Stock
for use in exchanging their A+ Network Common Stock certificates for Metrocall
Common Stock certificates.

HOLDERS OF A+ NETWORK COMMON STOCK SHOULD NOT SUBMIT THEIR STOCK CERTIFICATES
FOR EXCHANGE UNTIL THEY HAVE RECEIVED THE LETTER OF TRANSMITTAL AND INSTRUCTIONS
FROM THE EXCHANGE AGENT.

Based upon the capitalization of Metrocall and A+ Network as of October 4,
1996, the shareholders of A+ Network immediately prior to consummation of the
Merger (other than Metrocall and its subsidiaries) are expected to receive
securities in the Merger representing between 31.5% and 36.0% of the outstanding
voting power of the Surviving Corporation following the Merger.

The shares of Metrocall Common Stock held by existing Metrocall
stockholders prior to the Merger will remain unchanged by the Merger.

RECOMMENDATIONS OF THE BOARDS OF DIRECTORS

The Board of Directors of Metrocall (including the nonemployee directors)
unanimously (with one member absent) has approved the Merger Agreement and has
determined that the Merger is fair to, and in the best interests of, Metrocall
and its stockholders. The Board of Directors of Metrocall has unanimously (with
one member absent) recommended that the stockholders of Metrocall vote FOR the
approval and adoption of the Merger Agreement.

The Board of Directors of A+ Network (including the nonemployee directors)
has approved the Merger Agreement and has determined that the Merger is fair to,
and in the best interests of, A+ Network and its shareholders. The Board of
Directors of A+ Network has recommended that the shareholders of A+ Network vote
FOR the approval of the Merger Agreement.

REASONS FOR THE MERGER

In reaching the determination that the Merger Agreement and the
transactions contemplated thereby are fair to and in the best interests of
Metrocall and its stockholders and A+ Network and its shareholders,
respectively, the Boards of Directors of Metrocall and A+ Network considered the
factors set forth under "THE MERGER AND RELATED TRANSACTIONS -- Metrocall's
Reasons for the Merger" and "-- A+ Network's Reasons for the Merger."

METROCALL'S FINANCIAL ADVISOR

Metrocall retained the investment banking firm of Wheat, First Securities,
Inc. ("Wheat, First") to render an opinion as to the fairness, from a financial
point of view, to Metrocall and the holders of Metrocall Common Stock of the
consideration to be paid for the A+ Network Common Stock. Wheat, First has
delivered to Metrocall's Board of Directors a written opinion, dated May 14,
1996, to the effect that, as of such date and based upon and subject to certain
matters stated therein, taken together, the consideration to be paid (i) to the
holders of Shares pursuant to the Offer and (ii) to the holders of the Shares
pursuant to the Merger

4
<PAGE> 18

is fair to Metrocall and the holders of Metrocall Common Stock from a financial
point of view. See "THE MERGER AND RELATED TRANSACTIONS -- Opinion of Financial
Advisor to Metrocall." A copy of Wheat, First's opinion is attached hereto as
Exhibit B.

A+ NETWORK'S FINANCIAL ADVISOR

A+ Network retained Prudential Securities, Inc. ("Prudential Securities")
to render an opinion as to the fairness, from a financial point of view, to the
A+ Network shareholders of the consideration to be paid for the A+ Network
Common Stock. Prudential Securities has delivered to the A+ Network Board of
Directors a written opinion dated May 15, 1996, to the effect that, as of such
date and based upon and subject to certain matters stated therein, the
consideration to be received by holders of Shares (other than Metrocall and its
affiliates) pursuant to the Merger Agreement and the transactions contemplated
thereby was fair to such holders from a financial point of view. A copy of
Prudential Securities' opinion is attached hereto as Exhibit C.

PROHIBITION ON CERTAIN ACTIVITIES

The Merger Agreement generally provides that, prior to the Effective Time,
A+ Network will conduct its business in the ordinary course and Metrocall will
be subject to certain limitations, as discussed in this Joint Proxy
Statement/Prospectus in "THE MERGER AGREEMENT AND TERMS OF THE MERGER -- Conduct
of Business Pending the Merger." In particular, both Metrocall and A+ Network
have agreed that they will not solicit, encourage or participate in certain
transactions except with respect to an offer which meets certain conditions set
forth in the Merger Agreement. In addition, Metrocall is precluded from
exercising control over A+ Network and its facilities prior to receipt of
Federal Communications Commission ("FCC") approval.

CONDITIONS TO CONSUMMATION OF THE MERGER

The respective obligations of each party to effect the Merger are subject
to satisfaction or waiver of certain conditions set forth in the Merger
Agreement including, among others, (i) favorable votes with respect to the
Merger Agreement by the stockholders of Metrocall and A+ Network, (ii) the
absence of any statute, rule, order, decree or regulation of a governmental
entity, or injunction or other court order, that would prohibit the consummation
of the Merger, (iii) the approval for quotation of the shares of Metrocall
Common Stock issuable pursuant to the Merger Agreement on NNM, (iv) receipt of
all authorizations, consents and approvals necessary from the FCC and of any
other governmental entity necessary for consummation of the Merger, (v) the
continued accuracy of the representations and warranties made by each party in
the Merger Agreement, and (vi) the absence of any material adverse change in the
business, properties, assets, liabilities, financial condition, cash flows,
operations, licenses, franchises or results of operations of either party since
the date of the Merger Agreement, with certain allowable exceptions. See "THE
MERGER AGREEMENT AND TERMS OF THE MERGER -- Conditions to the Merger."

AMENDMENT AND TERMINATION

The Merger Agreement may be amended at any time before or after stockholder
approval and adoption of the Merger Agreement by an agreement in writing
executed by each party to the Merger Agreement, provided, however, that after
stockholder approval has been obtained, no amendment may be made which changes
the Conversion Ratio.

5
<PAGE> 19

In addition, the Merger Agreement provides that if, prior to the Effective
Time, it is terminated by either Metrocall or A+ Network and certain
circumstances exist relating to the failure to recommend and/or approve the
Merger Agreement by the Board of Directors or stockholders of either Metrocall
or A+ Network, the party whose stockholders or directors failed to approve
and/or recommend the Merger Agreement will immediately pay to the other party a
termination fee equal to $10,000,000 in cash.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

In considering the recommendations of Metrocall's and A+ Network's Boards
of Directors with respect to the Merger, stockholders should be aware that
certain members of the Board of Directors and management of A+ Network have
certain interests in the Merger that are in addition to the interests of
stockholders of A+ Network generally. Certain of such persons will enter into
employment and non-competition agreements that will become effective upon
consummation of the Merger and/or may be appointed to the Board of Directors of
Metrocall following the Merger. See "THE MERGER AND RELATED
TRANSACTIONS -- Interests of Certain Persons in the Merger."

BOARD OF DIRECTORS OF THE SURVIVING CORPORATION

The Board of Directors of the Surviving Corporation will have the same
membership as the Board of Directors of Metrocall prior to the Effective Time,
except that Steven D. Jacoby and Vincent D. Kelly have both agreed to resign as
directors and Ray D. Russenberger and Elliott H. Singer will both be appointed
directors. In addition, Metrocall expects that purchasers of the Metrocall
Series A Convertible Preferred Stock will have the right to elect a director,
and that the Board of Directors will be expanded to ten members. See "MANAGEMENT
OF THE SURVIVING CORPORATION."

MANAGEMENT OF THE SURVIVING CORPORATION; EMPLOYMENT AGREEMENTS

The executive officers of Metrocall will be the executive officers of the
Surviving Corporation. In addition, pursuant to an Employment Agreement, Charles
A. Emling III, currently President and Chief Executive Officer of A+ Network,
has agreed, effective as of the Effective Time, to serve as President, Southeast
Region of the Surviving Corporation for a term of one year, subject to automatic
annual extension unless either party notifies the other that the contract should
be terminated and such notice is given at least 90 days before an anniversary of
the Effective Time. The Employment Agreement also provides Mr. Emling with
certain severance rights. The Employment Agreement will replace Mr. Emling's
current employment agreement with A+ Network. See "MANAGEMENT OF THE SURVIVING
CORPORATION."

ACCOUNTING TREATMENT

The Merger will be accounted for by Metrocall under the purchase method of
accounting in accordance with Accounting Principles Board Opinion No. 16,
"Business Combinations," as amended. Under this method of accounting, the
purchase price will be allocated to assets acquired and liabilities assumed
based on their estimated fair values at the Effective Time. Income of the
Surviving Corporation will not include income (or loss) of A+ Network prior to
the Effective Time. See "THE MERGER AND RELATED TRANSACTIONS -- Accounting
Treatment."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The A+ Network shareholders are not expected to recognize any gain or loss
as a result of their exchange of A+ Network Common Stock for Metrocall Common
Stock in the Merger. However, gain (but not loss) will be recognized to the
extent of the value of VCRs and cash in lieu of fractional VCRs (if any)
received in the Merger. Gain or loss will generally be recognized with respect
to cash received in lieu of fractional shares of Metrocall Common Stock (if any)
received in the Merger. For a more complete discussion of certain federal income
tax consequences to the A+ Network shareholders, see "THE MERGER AND RELATED
TRANSACTIONS -- Certain Federal Income Tax Matters." A+ Network shareholders are
urged to consult their own tax advisors.

6
<PAGE> 20

FLUCTUATION IN MARKET PRICE

COMPARISON OF STOCKHOLDERS' RIGHTS

See "COMPARATIVE RIGHTS OF METROCALL STOCKHOLDERS AND A+ NETWORK
SHAREHOLDERS" for a summary of the material differences between the rights of
holders of Metrocall Common Stock and of A+ Network Common Stock.

REGULATORY APPROVALS

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act") and the rules promulgated thereunder by the Federal Trade Commission
("FTC"), certain acquisition transactions, such as the Merger, may not be
consummated unless certain information has been furnished to the FTC and the
Antitrust Division of the Department of Justice (the "Antitrust Division") and
certain waiting period requirements have been satisfied. On June 3, 1996 and May
24, 1996, respectively, A+ Network and Metrocall filed a Premerger Notification
and Report Form with the Antitrust Division and the FTC in connection with the
Merger. The waiting period for the Offer expired, and the waiting period for the
Merger terminated, on June 8, 1996.

A+ Network and the respective operating subsidiaries of A+ Network and
Metrocall are licensed by the FCC to provide paging services in the respective
geographic areas in which they have operations. The Communications Act of 1934
(the "Communications Act") requires prior FCC approval for the transfer of
actual or legal control of companies holding FCC authorizations. Metrocall has
filed applications seeking FCC approval to take control of A+ Network and its
operating subsidiaries. There can be no assurance that the FCC will grant such
approval or that, if granted, such FCC approval will be on a timely basis or on
terms and conditions acceptable to Metrocall, or that any such approval will not
be subject to administrative or judicial review.

7
<PAGE> 21

MARKET PRICES AND DIVIDENDS

Each of the Metrocall Common Stock and the A+ Network Common Stock is
traded on the NNM. The following table sets forth the high and low closing sale
prices for the Metrocall Common Stock and the A+ Network Common Stock as
reported by the NNM for the periods indicated. The information does not include
certain transaction costs.

<TABLE>
<CAPTION>
A+ NETWORK
METROCALL
COMMON STOCK COMMON STOCK
------------ ------------
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
1994
First Quarter................................................ $20 $16 $14 $ 9 1/2
Second Quarter............................................... 18 1/4 12 11 3/4 7 1/2
Third Quarter................................................ 17 3/4 12 1/2 13 3/4 9 1/4
Fourth Quarter............................................... 18 3/4 15 15 3/8 11 3/4
1995
First Quarter................................................ 18 14 1/2 14 3/4 12 1/4
Second Quarter............................................... 18 3/8 17 15 1/2 11 3/4
Third Quarter................................................ 29 18 16 1/4 12 1/4
Fourth Quarter............................................... 28 1/4 19 1/2 16 11 1/4
1996
First Quarter................................................ 21 1/4 16 1/2 12 1/2 10 1/4
Second Quarter............................................... 21 3/4 10 20 1/2 10 3/4
Third Quarter................................................ 11 6 1/4 12 3/4 7 1/8
Fourth Quarter (through October 4)........................... 6 1/2 5 7/8 7 1/2 6 3/4
</TABLE>

On May 15, 1996 the last full trading day for Metrocall Common Stock and A+
Network Common Stock prior to the public announcement of the execution of the
Merger Agreement, the reported closing sale prices of Metrocall Common Stock and
of A+ Network Common Stock, as reported by the NNM, were $20 1/2 and $15 1/2 per
share, respectively. The closing prices of Metrocall Common Stock and of A+
Network Common Stock, as reported by NNM, on October 4, 1996 were $6 1/2 and
$7 1/2 per share, respectively. At the A+ Network Record Date, there were
approximately 149 shareholders of record of A+ Network Common Stock and at the
Metrocall Record Date, there were approximately 346 stockholders of record of
Metrocall Common Stock. Because the market price of Metrocall Common Stock is
subject to fluctuation, the market value of the shares of Metrocall Common Stock
that holders of A+ Network Common Stock will receive in the Merger may increase
or decrease prior to the Merger. STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT
MARKET QUOTATION FOR THE METROCALL AND A+ NETWORK COMMON STOCK.

Neither Metrocall nor A+ Network has paid any cash dividends on its common
stock (except for distributions by Metrocall prior to its initial public
offering), and the Board of Directors of each of Metrocall and A+ Network
currently do not anticipate paying cash dividends in the foreseeable future on
shares of their respective common stock. Following the Merger, any future
payment of dividends will be at the discretion of the Surviving Corporation's
Board of Directors and will depend upon the financial condition and capital
requirements of the Surviving Corporation as well as other factors that the
Surviving Corporation's Board of Directors may deem relevant. In addition,
certain covenants in Metrocall's bank credit agreement prohibit the payment of
dividends by Metrocall.

8
<PAGE> 22

SUMMARY FINANCIAL INFORMATION

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

METROCALL, INC.
(IN THOUSANDS, EXCEPT UNIT, PER UNIT AND PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31,(1) JUNE 30,
---------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995(1) 1996
------- ------- ------- ------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA(2):
Service, rent and maintenance revenues......... $29,140 $30,996 $33,111 $49,716 $ 92,160 $45,504 $ 48,829
Product sales.................................. 4,101 4,196 4,549 8,139 18,699 7,932 13,158
------- ------- ------- ------- ------- ------- -------
Total revenues......................... 33,241 35,192 37,660 57,855 110,859 53,436 61,987
Net book value of products sold................ (3,319) (3,439) (4,130) (6,962) (15,527) (6,750) (10,560)
------- ------- ------- ------- ------- ------- -------
Net revenues........................... 29,922 31,753 33,530 50,893 95,332 46,686 51,427
Operating expenses before depreciation and
amortization(3).............................. 19,770 20,683 27,438 34,741 69,611 32,595 39,192
Depreciation and amortization.................. 6,695 6,594 6,525 13,829 31,504 12,713 25,098
------- ------- ------- ------- ------- ------- -------
Income (loss) from operations.................. 3,457 4,476 (433) 2,323 (5,783) 1,378 (12,863)
Interest and other income (expense)............ 2,105 1,212 77 161 2,011 (9) 2,511
Interest expense............................... (4,101) (2,631) (1,331) (3,726) (12,533) (5,408) (8,401)
------- ------- ------- ------- ------- ------- -------
Income (loss) before income tax benefit
(provision) and extraordinary item........... 1,461 3,057 (1,687) (1,242) (16,305) (4,039) (18,753)
Income tax benefit (provision)................. (12) (69) (59) 152 595 312 108
------- ------- ------- ------- ------- ------- -------
Income (loss) before extraordinary item........ 1,449 2,988 (1,746) (1,090) (15,710) (3,727) (18,645)
Extraordinary item(4).......................... -- -- (439) (1,309) (4,392) -- --
------- ------- ------- ------- ------- ------- -------
Net income (loss)............................ $ 1,449 $ 2,988 $(2,185) $(2,399) $(20,102) $(3,727) $ (18,645)
======= ======= ======= ======= ======= ======= =======
Net income (loss) per common share:
Loss per common share before extraordinary
item....................................... $ (0.14) $ (1.34) $ (0.35) $ (1.27)
Extraordinary item, net of income tax
benefit.................................... (0.16) (0.38) -- --
------- ------- ------- -------
Net loss per common share.................... $ (0.30) $ (1.72) $ (0.35) $ (1.27)
======= ======= ======= =======
OPERATING AND OTHER DATA:
Units in service (end of period)............... 193,051 201,397 247,716 755,546 944,013 839,358 1,109,647
EBITDA(5)...................................... $10,152 $11,070 $10,923 $16,152 $ 27,771 $14,091 $ 12,235
EBITDA margin(6)............................... 33.9% 34.9% 32.6% 31.7% 29.1% 30.2% 23.8%
ARPU(7)........................................ $ 13.07 $ 13.10 $ 12.29 $ 10.53 $ 9.15 $ 9.51 $ 7.93
Average monthly operating expense per
unit(8)...................................... $ 8.87 $ 8.74 $ 8.39 $ 7.36 $ 6.71 $ 6.81 $ 6.36
Units in service per employee (end of
period)...................................... 692 730 716 1,007 1,047 1,103 1,218
Capital expenditures........................... $ 4,863 $ 3,918 $13,561 $19,091 $ 44,058 $15,128 $ 39,065
Cash dividends or distributions(9)............. $ -- $11,824 $14,115 $ -- $ -- $ -- $ --
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------- JUNE 30,
1991 1992 1993 1994 1995 1996
------- ------- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents...................... $ 882 $ 1,700 $ 1,014 $ 2,773 $123,574 $ 49,377
Total assets................................... 56,429 26,180 33,857 200,580 340,614 374,880
Total long-term debt........................... 47,694 31,143 12,102 104,846 154,055 153,934
Total stockholders' equity (deficit)........... 2,929 (11,374) 13,729 68,136 155,238 136,593
</TABLE>

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

(1) Certain reclassifications have been made to conform to the presentation
utilized in Metrocall's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.

(2) 1994 includes the results of operations of acquired companies from their
respective acquisition dates.

(3) Includes the impact of non-recurring charges for the forgiveness of certain
shareholder notes receivable of approximately $4.8 million in 1993, and
severance and other compensation costs incurred as part of a management
reorganization charge of approximately $2.0 million in 1995.

(4) In 1993, 1994, and 1995 Metrocall refinanced balances outstanding under its
then existing credit facilities. As a result of these refinancings Metrocall
recorded extraordinary items of approximately

9
<PAGE> 23

$439,000, $1.3 million and $4.4 million, respectively, representing charges
to expense unamortized deferred financing costs and other costs, net of any
income tax benefits, related to those credit facilities.

(5) EBITDA (earnings before interest, taxes, depreciation and amortization) is a
standard measure of financial performance in the paging industry, but should
not be considered in isolation or as an alternative to net income (loss),
income (loss) from operations, cash flows from operating activities, or any
other measure of performance under generally accepted accounting principles
("GAAP"). EBITDA excludes non-recurring charges for the forgiveness of
certain shareholder notes receivable of approximately $4.8 million in 1993
and approximately $2.0 million incurred as part of a management
reorganization charge in 1995.

(6) EBITDA margin is calculated by dividing (a) EBITDA by (b) net revenues.

(7) ARPU (average monthly recurring revenue per unit) is calculated by dividing
(a) monthly service, rent and maintenance revenues for the period by (b) the
average number of units in service for the period.

(8) Average monthly operating expense per unit is calculated by dividing (a)
total operating expenses before depreciation and amortization for the period
by (b) the average number of units in service for the period. Operating
expenses exclude non-recurring charges for the forgiveness of certain
shareholder notes receivable of approximately $4.8 million in 1993 and
approximately $2.0 million incurred as part of a management reorganization
charge in 1995.

(9) Distributions made in 1992 and 1993 occurred while Metrocall was a
Subchapter S corporation.

10
<PAGE> 24

A+ NETWORK, INC.
(IN THOUSANDS, EXCEPT UNITS AND PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31,(2) JUNE 30,
------------------------------------------------------ ---------------------
1991 1992 1993 1994 1995 1995(2) 1996
------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Revenues:
Mobile communications..................... $20,636 $20,131 $ 26,470 $ 37,899 $ 45,972 $ 20,053 $ 40,389
Telemessaging............................. 5,518 9,626 10,065 11,227 11,359 5,584 5,786
------- ------- ------- ------- ------- ------- -------
Total revenues...................... 26,154 29,757 36,535 49,126 57,331 25,637 46,175
Costs of equipment sales.................. (4,805) (2,965) (4,563) (9,065) (7,878) (3,867) (4,159)
------- ------- ------- ------- ------- ------- -------
21,349 26,792 31,972 40,061 49,453 21,770 42,016
Costs and expenses:
Operating expenses........................ 5,228 7,667 8,485 8,298 11,584 4,997 9,273
Depreciation and amortization............. 2,450 3,534 4,318 7,476 14,835 6,310 13,236
Selling................................... 4,200 5,751 7,064 11,072 10,936 5,421 7,673
General and administrative................ 7,876 11,392 12,568 16,743 21,566 9,903 15,929
Restructuring charges..................... -- -- -- -- 669 -- 396
------- ------- ------- ------- ------- ------- -------
Total costs and expenses............ 19,754 28,344 32,435 43,589 59,590 26,631 46,507
------- ------- ------- ------- ------- ------- -------
Operating income (loss)..................... 1,595 (1,552) (463) (3,528) (10,137) (4,861) (4,491)
Equity in loss of affiliate................. (27) (248) -- -- -- -- --
Interest expense, net....................... (480) (619) (817) (547) (3,708) (811) (6,580)
Income tax (expense) benefit................ (420) 665 -- -- -- -- --
------- ------- ------- ------- ------- ------- -------
Income (loss) before extraordinary item..... 668 (1,754) (1,280) (4,075) (13,845) (5,672) (11,071)
Extraordinary item.......................... -- -- (236) -- (607) -- --
------- ------- ------- ------- ------- ------- -------
Net income (loss)........................... $ 668 $(1,754) $ (1,516) $ (4,075) $(14,452) $ (5,672) $(11,071)
======= ======= ======= ======= ======= ======= =======
Income (loss) before extraordinary item per
share..................................... $ .28 $ (.72) $ (.35) $ (.68) $ (2.03) $ (.95) $ (1.07)
Extraordinary item per share................ -- -- (.07) -- (.09) -- --
------- ------- ------- ------- ------- ------- -------
Income (loss) per share..................... $ .28 $ (.72) $ (.42) $ (.68) $ (2.12) $ (.95) $ (1.07)
======= ======= ======= ======= ======= ======= =======
Weighted average shares outstanding......... 2,424 2,424 3,648 5,966 6,822 5,992 10,348
OTHER DATA:
Units in service (at period end)............ 70,280 91,961 126,976 216,199 529,450 227,087 618,657
EBITDA(1)................................... $ 4,045 $ 1,982 $ 3,855 $ 3,947 $ 5,367 $ 1,449 $ 9,141
Cash provided by (used in) operating
activities................................ 3,642 2,584 1,935 1,043 2,347 3,837 (3,112)
Capital expenditures........................ 2,972 8,432 7,302 19,098 12,396 6,066 22,857
Acquisition expenditures.................... 1,353 798 10,751 1,411 20,595 1,867 4,615
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------------------ JUNE 30,
1991 1992 1993 1994 1995(2) 1996
------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Current assets.............................. $ 3,624 $ 5,099 $ 14,559 $ 10,287 $ 71,933 $ 44,876
Total assets................................ 13,881 21,198 45,256 54,611 211,013 208,366
Total debt.................................. 5,555 12,403 2,721 15,158 124,101 124,776
Shareholders' equity........................ 3,814 2,060 36,052 32,225 69,464 66,688
</TABLE>

- ---------------
(1) EBITDA consists of operating income (loss) plus depreciation and
amortization. EBITDA is a financial measure commonly used in A+ Network's
industry and should not be construed as an alternative to operating income
(as determined in accordance with GAAP) as an indicator of operating
performance or as an alternative to cash flows from operating activities (as
determined in accordance with GAAP) or as a measure of liquidity. EBITDA is
also the primary financial measure by which A+ Network's covenants are
calculated under its bond indenture and bank loan agreements. EBITDA does
not represent funds available for dividends, reinvestment or other
discretionary activities. EBITDA excludes non-recurring charges of
approximately $669,000 and $396,000 in 1995 and the six months ended June
30, 1996, respectively, incurred in connection with the A+/Network Merger.

(2) Certain reclassifications have been made to conform to the presentation
utilized in A+ Network's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.

11
<PAGE> 25

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following summary unaudited pro forma condensed combined statements of
operations data of Metrocall for the year ended December 31, 1995 and for the
six-month period ended June 30, 1996 give effect to the acquisitions of Parkway
Paging, Inc. (the "Parkway Acquisition") and of Satellite Paging and Message
Network (the "Satellite Acquisition") by Metrocall under the heading "Pro Forma
Metrocall". The heading "Pro Forma Combined Company" gives effect to the
acquisition of A+ Network by Metrocall. The heading "Pro Forma Combined Company"
also gives effect to the issuance of $35 million in Metrocall Series A
Convertible Preferred Stock that Metrocall expects to issue in order to obtain
the debt financing necessary to consummate the acquisition of A+ Network. The
acquisition of Page America Group, Inc. by Metrocall (the "Page America
Acquisition") is given effect under the heading "Pro Forma Combined Company and
Page America." In each case the pro forma condensed combined statements of
operations data is presented as though the acquisitions and equity placement
occurred on January 1, 1995. See "RECENT DEVELOPMENTS REGARDING
METROCALL -- Recent and Pending Acquisitions" and "RECENT DEVELOPMENTS REGARDING
A+ NETWORK." The unaudited pro forma condensed combined balance sheet data under
the heading "Pro Forma Combined Company and Page America" give effect to the
acquisitions of Parkway, Satellite, A+ Network and the Page America Acquisition
and to the issuance of $35 million in Metrocall Series A Convertible Preferred
Stock as if each of the transactions had occurred on June 30, 1996.

This information should be read in conjunction with the Unaudited Pro Forma
Condensed Combined Financial Data and the notes thereto included herein, the
Metrocall Consolidated Financial Statements and the A+ Network Consolidated
Financial Statements included herewith and "A+ NETWORK MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS." The unaudited
pro forma condensed combined financial data do not purport to represent what the
Surviving Corporation's results of operations or financial position actually
would have been had such transactions and events occurred on the dates
specified, or to project the Surviving Corporation's results of operations or
financial position for any future period or date. The pro forma adjustments are
based upon available information and certain adjustments that management of
Metrocall believes are reasonable. In the opinion of management of Metrocall,
all adjustments have been made that are necessary to present fairly the
unaudited pro forma condensed combined financial data.

FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA AND UNITS IN SERVICE)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
PRO FORMA COMBINED
PRO FORMA PRO FORMA COMBINED COMPANY AND
METROCALL(1) A+ NETWORK(2) COMPANY(3) PAGE AMERICA
------------ ------------- ---------- ------------
<S> <C> <C> <C> <C>
CONDENSED COMBINED STATEMENTS OF OPERATIONS DATA:
Total revenues................................... $ 132,698 $ 86,043 $ 218,741 $ 243,458
Operating expenses before depreciation and
amortization(4)................................ 83,510 62,630 146,140 164,037
Loss from operations............................. (7,381) (13,583) (39,692) (45,236)
Interest expense and other, net.................. (13,582) (14,589) (30,443) (32,768)
Benefit for income taxes......................... 1,448 -- 6,042 6,042
Extraordinary item............................... 1,536 (607) 929 929
Net loss......................................... (17,979) (28,779) (63,164) (71,033)
Preferred dividends.............................. -- -- (2,800) (2,800)
Loss attributable to common stockholders......... (17,979) (28,779) (65,964) (73,833)
Net loss from continuing operations attributable
to common stockholders......................... $ (1.48) $ (2.81) $ (3.00) $ (3.24)
Net loss per share attributable to common
stockholders................................... $ (1.36) $ (2.81) $ (2.96) $ (3.20)
Weighted average common shares outstanding....... 13,222 10,228 22,264 23,047
OTHER DATA:
Units in service (end of period)................. 1,202,261 529,450 1,731,711 1,952,711
EBITDA(5)........................................ $ 32,296 $ 11,469 $ 43,765 $ 49,104
</TABLE>

- ---------------
(1) Gives effect to the Parkway Acquisition and the Satellite Acquisition as if
they had occurred on January 1, 1995. See "Unaudited Pro Forma Condensed
Combined Financial Data" included herewith.
(2) Gives effect to the A+/Network Merger as if the acquisition had occurred on
January 1, 1995. See "Unaudited Pro Forma Condensed Combined Financial Data"
and Note 2 of the A+ Network Consolidated Financial Statements included
herewith.

(3) Does not include the effect of purchase of the A+ Network 11 7/8% senior
subordinated notes using borrowings under the New Credit Facility. See
"RECENT DEVELOPMENTS REGARDING METROCALL -- Offer and Solicitation Relating
to A+ Network Notes."

(4) Includes the impact of non-recurring charges for severance and other
compensation costs incurred as part of Metrocall's management reorganization
charge of approximately $2.0 million in 1995, and approximately $0.4 million
of costs incurred by Satellite Paging and Message Network in connection with
its emergence from bankruptcy in 1995.

12
<PAGE> 26

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1996
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA AND UNITS IN SERVICE)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
COMBINED
COMPANY
PRO FORMA AND
PRO FORMA HISTORICAL COMBINED PAGE
METROCALL(1) A+ NETWORK COMPANY(2) AMERICA
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
CONDENSED COMBINED STATEMENTS OF OPERATIONS
DATA:
Total revenues.............................. $ 72,845 $ 46,175 $ 119,020 $ 130,556
Operating expenses before depreciation and
amortization............................. 45,642 33,271 78,913 87,231
Loss from operations........................ (13,198) (4,491) (26,890) (30,040)
Interest and other expense, net............. (6,860) (6,580) (15,067) (16,040)
Benefit for income taxes.................... 513 -- 4,248 4,248
Net loss.................................... (19,545) (11,071) (37,709) (41,832)
Preferred dividends......................... -- -- (1,400) (1,400)
Loss attributable to common stockholders.... (19,545) (11,071) (39,109) (42,232)
Net loss per share attributable to common
stockholders............................. $ (1.21) $ (1.07) $ (1.55) $ (1.66)
Weighted average common shares
outstanding.............................. 16,180 10,348 25,223 26,005
OTHER DATA:
Units in service (end of period)............ 1,380,791 618,657 1,999,448 2,221,325
EBITDA(3)................................... $ 15,293 $ 9,141 $ 24,434 $ 26,940
CONDENSED COMBINED BALANCE SHEET DATA
(AS OF JUNE 30, 1996):
Working capital (deficit)................... $ (10,656) $ 28,792 $ 5,024 $ (30,342)
Total assets................................ 444,688 208,366 675,456 711,915
Long-term obligations, net of current
portion.................................. 199,361 124,776 289,137 314,137
Total stockholders' equity(4)............... 147,569 66,688 236,823 241,518
</TABLE>

(2) Does not include the effect of purchase of the A+ Network 11 7/8% senior
subordinated notes using borrowings under the New Credit Facility. See
"RECENT DEVELOPMENTS REGARDING METROCALL -- Offer and Solicitation Relating
to A+ Network Notes."

(3) EBITDA (earnings before interest, taxes, depreciation and amortization) is a
standard measure of financial performance in the paging industry, but should
not be considered in isolation or as an alternative to net income (loss),
income (loss) from operations, cash flows from operating activities, or any
other measure of performance under GAAP. For A+ Network and for the pro
forma data, EBITDA excludes nonrecurring charges of $396,000 incurred in
connection with the A+/Network Merger. For Pro Forma Metrocall, EBITDA
excludes approximately $12,000 related to Satellite Acquisition
reorganization costs.

(4) The pro forma stockholders' equity assumes a per share price of $6.00 for
Metrocall Common Stock as of the closing date of each acquisition.

13
<PAGE> 27

COMPARATIVE UNAUDITED PER SHARE DATA

The following table sets forth certain historical per share data of
Metrocall and A+ Network and combined unaudited pro forma per share data after
giving effect to the Merger. This information should be read in conjunction with
the Pro Forma Condensed Combined Financial Data and the notes thereto included
herein and with the Metrocall Consolidated Financial Statements and the A+
Network Consolidated Financial Statements included herewith. The unaudited pro
forma per share data do not purport to represent what the Surviving
Corporation's results of operations or financial position actually would have
been had such transactions and events occurred on the dates specified, or to
project the Surviving Corporation's results of operations or financial position
for any future period or date.

<TABLE>
<CAPTION>
PRO FORMA
COMBINED COMPANY
PRO FORMA COMBINED COMPANY AND PAGE AMERICA(2)
----------------------------------- --------------------------------
A+ NETWORK A+ NETWORK
EQUIVALENT(4) EQUIVALENT(4)
PRO FORMA A+ SURVIVING ------------------ SURVIVING ------------------
METROCALL(1) NETWORK CORPORATION(3) HIGH LOW CORPORATION HIGH LOW
------------ ------- -------------- ------ ------ ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Loss from continuing operations
attributable to common
stockholders:
Six months ended
June 30, 1996............... $(1.21) $(1.07 ) $(1.55) $(1.83) $(1.49) $ (1.66) $(1.96) $(1.60)
Year ended December 31, 1995
(5)......................... (1.48) (2.81 ) (3.00) (3.54) (2.89) (3.24) (3.82) (3.12)
Book value per common share:
June 30, 1996................. $ 9.12 $ 6.12 $ 8.00 $ 9.43 $ 7.71 $ 7.94 $ 9.36 $ 7.66
</TABLE>

- ---------------
(1) Reflects the acquisitions of Parkway Paging and Satellite as if they had
occurred on January 1, 1995.
(2) Reflects the pending acquisition of Page America by Metrocall.

(3) Gives effect to the 8% dividend rate on the $35 million aggregate
liquidation value of Series A Convertible Preferred Stock as if it had been
issued on January 1, 1995 for purposes of computing loss from continuing
operations attributable to common stockholders. Does not include the effect
of purchase of the A+ Network 11 7/8% senior subordinated notes using
borrowings under the New Credit Facility. See "RECENT DEVELOPMENTS REGARDING
METROCALL -- Offer and Solicitation Relating to A+ Network Notes."

(4) The A+ Network Equivalent is equal to the respective pro forma per share
amounts multiplied by the Conversion Ratio, which will in no event be higher
than 1.17877 or lower than 0.96435.
(5) Data for A+ Network gives effect to the A+/Network Merger on a pro forma
basis, assuming the merger occurred January 1, 1995. See "RECENT
DEVELOPMENTS REGARDING A+ NETWORK."

OTHER PROPOSALS TO BE PRESENTED AT THE METROCALL MEETING

In addition to approval and adoption of the Merger Agreement, the Metrocall
stockholders are also being asked to consider and vote upon the Amendment to the
Restated Certificate of Incorporation of Metrocall to increase the number of
authorized shares of Metrocall Common Stock by 7,500,000 shares, from 26,000,000
shares to 33,500,000 shares. See "AMENDMENT OF METROCALL CHARTER TO INCREASE THE
NUMBER OF AUTHORIZED METROCALL SHARES." The Metrocall stockholders are also
being asked to consider and vote on the Plan Amendment to increase the number of
shares of Metrocall Common Stock that may be issued under the Metrocall 1996
Stock Option Plan by 1,000,000. See "AMENDMENT TO INCREASE THE NUMBER OF SHARES
THAT MAY BE ISSUED UNDER METROCALL'S 1996 STOCK OPTION PLAN." Finally, the
Metrocall stockholders are being asked to consider and vote on the Preferred
Stock Issuance pursuant to which Metrocall intends to issue $35 million
aggregate liquidation value of Series A Convertible Preferred Stock bearing
dividends of approximately 8% (payable in cash or, at Metrocall's option,
additional shares of preferred stock) and convertible into Metrocall Common
Stock at a premium of approximately 25% over the market price of Metrocall
Common Stock on the date of issuance of the preferred stock. See "APPROVAL OF
ISSUANCE OF METROCALL CONVERTIBLE PREFERRED STOCK."

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RISK FACTORS

In evaluating the proposed transaction, A+ Network and Metrocall
stockholders should carefully consider the following factors as well as the
other matters discussed in this Joint Proxy Statement/Prospectus.

SUBSTANTIAL INDEBTEDNESS

Metrocall currently has incurred approximately $222 million in
indebtedness, and will assume or refinance approximately $125 million of A+
Network indebtedness in connection with the Merger. In addition, Metrocall
expects to incur additional indebtedness as a result of the Page America
Acquisition (estimated at $55 million). Metrocall has a credit facility (the
"New Credit Facility") in the principal amount of $350 million, and intends to
use funds available under this facility to fund the pending acquisition of Page
America and/or to refinance indebtedness of A+ Network. See "RECENT DEVELOPMENTS
REGARDING METROCALL -- Offer and Solicitation Relating to A+ Network Notes." The
Surviving Corporation may also incur additional indebtedness (in the form of
draws on the New Credit Facility or otherwise) in connection with future
acquisitions or for other purposes. However, the ability to incur additional
indebtedness (including draws on the New Credit Facility) is subject to certain
limitations in the agreements relating to existing indebtedness of Metrocall and
A+ Network and Metrocall currently may not incur additional indebtedness. In
particular, Metrocall cannot assume the indebtedness of A+ Network in connection
with the Merger without triggering defaults unless certain financial covenants
are met after assumption of the indebtedness. In order to be in compliance with
these covenants after the Merger, reported cash flow of Metrocall and A+ Network
must increase to a level that is sufficient to allow Metrocall to assume or
refinance the indebtedness of A+ Network, or the overall level of indebtedness
that would exist after the Merger must be reduced by raising additional equity
capital or by other means. See "Need for Additional Capital." Moreover, the
ability of the Surviving Corporation to meet its debt service and other
obligations will be dependent upon the future performance of the Surviving
Corporation and its cash flows from operations, which will be subject to
financial, business and other factors, certain of which are beyond its control,
such as prevailing economic conditions. No assurance can be given that, in the
event the Surviving Corporation were to require additional financing, such
additional financing would be available on terms permitted by agreements
relating to existing indebtedness or otherwise satisfactory to the Surviving
Corporation.

NEED FOR ADDITIONAL CAPITAL

As set forth above, Metrocall is seeking to raise additional equity capital
in order to insure that it will remain in compliance with certain debt covenants
after completion of the Merger. In addition, only $100 million of the $350
million under the New Credit Facility is available (subject in any event to
compliance with certain financial ratios) until Metrocall raises at least $25
million in additional equity capital, and this capital must be raised before
Metrocall can complete the Page America Acquisition. The New Credit Facility
will also require Metrocall to raise a further $25 million in equity capital if
Metrocall's ratio of cash flow to interest expense is less than 2.0 to 1 for the
quarter ended June 30, 1997. See "RECENT DEVELOPMENTS REGARDING METROCALL -- New
Credit Facility." Metrocall is exploring options for raising up to $50 million
of additional equity financing and currently intends to issue $35 million in
aggregate liquidation value of Series A Convertible Preferred Stock. See
"APPROVAL OF ISSUANCE OF METROCALL CONVERTIBLE PREFERRED STOCK." There can be no
assurance that Metrocall will be successful in raising the equity capital it
seeks to raise. Such additional equity may be in the form of additional shares
of Metrocall Common Stock, preferred stock, or some other instrument. Any equity
issued in the form of preferred stock would have preference as to dividends and
liquidating distributions over Metrocall Common Stock and may contain other
terms adversely affecting holders of Metrocall Common Stock.

CHALLENGES OF BUSINESS INTEGRATION

The Merger will require integration of each company's development,
administrative, finance, sales and marketing organizations, as well as the
integration of each company's communication technologies and the coordination of
their sales efforts. Further, both companies' customers will need to be
reassured that their paging services will continue uninterrupted. The diversion
of management attention and any difficulties encountered in the transition
process could have an adverse impact on the revenue and operating results of the

15
<PAGE> 29

Surviving Corporation. Additionally, attempts to achieve economies of scale
through cost cutting and lay-offs of existing personnel may, at least in the
short term, have an adverse impact upon the Surviving Corporation's operations.

Metrocall and A+ Network believe that a key benefit to be realized from the
Merger will be the integration of their paging service coverage, which will
allow the Surviving Corporation to provide paging services in new markets. There
can be no assurance, however, that the Surviving Corporation will be able to
integrate such paging service coverage successfully. If the Surviving
Corporation is not successful in integrating such paging service coverage, the
business of the Surviving Corporation will be adversely affected.

Metrocall has implemented a strategy of acquiring other paging companies
and intends to continue to seek additional acquisition candidates. The process
of integrating acquired businesses into the Surviving Corporation's operations
may result in unforeseen difficulties and may require a disproportionate amount
of management's attention and the Surviving Corporation's resources.

No assurance can be given that additional suitable acquisition candidates
can be identified, financed and purchased on acceptable terms, or that future
acquisitions, if completed, will be successful. Metrocall also intends to
continue to pursue internal growth through expansion of its paging operations.
The Surviving Corporation's continued internal growth will depend, in part, upon
its ability to attract and retain skilled employees, and the ability of the
Surviving Corporation's officers and key employees to manage successfully rapid
growth and to implement appropriate management information systems and controls.
If the Surviving Corporation were unable to attract and retain skilled
employees, manage successfully rapid growth and/or implement appropriate systems
and controls, the Surviving Corporation's operations could be adversely
affected.

The paging industry is currently undergoing significant consolidation as
various participants seek to accomplish growth strategies similar to those of
Metrocall. Although Metrocall is not currently engaged in any negotiations with
respect to a business combination involving the acquisition of Metrocall and
intends to continue to pursue its own business strategy, an unsolicited proposal
to acquire the Surviving Corporation could cause a distraction of management of
the Surviving Corporation and impede the Surviving Corporation's ability to
accomplish its strategic goals and objectives and could cause significant
volatility in the price of the Metrocall Common Stock.

POSSIBLE IMPACT OF COMPETITION AND TECHNOLOGICAL CHANGE

The Surviving Corporation will face competition from other paging companies
in all markets in which it operates. The wireless communications industry is a
highly competitive industry, with price being the primary means of
differentiation among providers of numeric messaging services (which account for
the majority of the current revenues of both Metrocall and A+ Network).
Companies in the industry also compete on the basis of coverage area, enhanced
services, transmission quality, system reliability and customer service. Certain
of the Surviving Corporation's competitors, which include regional and national
paging companies, will possess greater financial, technical, marketing and other
resources than the Surviving Corporation. In addition, other entities offering
wireless two-way communications technology, including cellular telephone and
specialized mobile radio services, will also compete with the paging services
the Surviving Corporation provides. There can be no assurance that additional
competitors will not enter markets served by the Surviving Corporation or that
the Surviving Corporation will be able to compete successfully. In this regard,
certain long distance carriers have announced their intention to market paging
services jointly with other telecommunications services.

The wireless communications industry is characterized by rapid
technological change. Future technological advances in the wireless
communications industry could create new services or products competitive with
the paging and wireless messaging services provided or to be developed by the
Surviving Corporation. Recent and proposed regulatory changes by the FCC are
aimed at encouraging such new services and products.

In particular, in 1994, the FCC began auctioning licenses for new personal
communications services ("PCS"). The FCC's rules also provide for the private
use of PCS spectrum on an unlicensed basis. PCS will

16
<PAGE> 30

involve a network of small, low-powered transceivers placed throughout a
neighborhood, business complex, community or metropolitan area to provide
customers with mobile voice and data communications. There are two types of PCS,
narrowband and broadband. Narrowband PCS is expected to provide enhanced or
advanced paging and messaging capabilities, such as "acknowledgment paging" or
"talk-back" paging. Broadband PCS is expected to provide new types of
communications devices that will include multi-functional portable phones and
imaging devices, which may also have paging and messaging capabilities. PCS
systems may compete directly and indirectly with the Surviving Corporation.

Moreover, changes in technology could lower the cost of competitive
services and products to a level where the Surviving Corporation's services and
products would become less competitive or to where the Surviving Corporation
would be required to reduce the prices of its services and products. There can
be no assurance that the Surviving Corporation will be able to develop or
introduce new services and products to remain competitive or that the Surviving
Corporation will not be adversely affected in the event of such technological
developments.

Technological change also may affect the value of the pagers owned by the
Surviving Corporation and leased to its subscribers. If the Surviving
Corporation's subscribers requested more technologically advanced pagers, the
Surviving Corporation could incur additional inventory costs and capital
expenditures if it were required to replace pagers leased to its subscribers
within a short period of time.

HISTORY OF NET LOSSES

Metrocall sustained net losses of $2.2 million, $2.4 million and $20.1
million for the years ended December 31, 1993, 1994 and 1995, respectively, and
a loss of $18.6 million for the six months ended June 30, 1996. No assurance can
be given that losses can be reversed in the future. In addition, at June 30,
1996, Metrocall's accumulated deficit was $65.5 million. Metrocall's net losses
have resulted primarily from substantial amortization of intangible assets,
depreciation of capital investments and interest expense. Metrocall's business
requires substantial funds for capital expenditures and acquisitions that result
in significant depreciation and amortization charges. Additionally, substantial
levels of borrowing, which will result in significant interest expense, are
expected to be outstanding in the foreseeable future. Accordingly, net losses
are expected to continue to be incurred in the future. There can be no assurance
that the Surviving Corporation will be able to operate profitably at any time in
the future.

SUBSCRIBER TURNOVER

The results of operations of paging service providers, such as Metrocall,
can be significantly affected by subscriber cancellations and by subscribers who
switch their service to other carriers. In order to realize net growth in
subscribers, disconnected subscribers must be replaced and new subscribers must
be added. The sales and marketing costs associated with attracting new
subscribers are substantial relative to the costs of providing service to
existing customers. Because Metrocall's business is characterized by high fixed
costs, disconnections directly and adversely affect operating cash flow. An
increase in its subscriber cancellation rate may adversely affect the Surviving
Corporation's results of operations.

POTENTIAL FOR CHANGE IN REGULATORY ENVIRONMENT

The Surviving Corporation's paging operations will be subject to regulation
by the FCC and, to a lesser extent, by various state regulatory agencies. There
can be no assurance that those agencies will not adopt regulations or take
actions that would have a material adverse effect on the business of the
Surviving Corporation. Changes in regulation of the Surviving Corporation's
paging business or the allocation of radio spectrum for services that compete
with the Surviving Corporation's business could adversely affect the Surviving
Corporation's results of operations. For example, the FCC is currently engaged
in a rule making proceeding whereby it proposes to issue paging licenses on a
wide-area basis by competitive bidding (i.e., auctions). Although Metrocall
believes that the proposed rule changes may simplify the Surviving Corporation's
regulatory compliance burdens, particularly regarding adding or relocating
transmitter sites, those rule changes may also increase the Surviving
Corporation's costs of obtaining paging licenses.

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<PAGE> 31

RISKS RELATED TO VCRS

As part of the Merger Consideration, shareholders of A+ Network will
receive indexed variable common rights ("VCRs") equal to the number of shares of
Metrocall Common Stock they receive in the Merger. The VCRs will entitle the
holders thereof to receive certain payments from Metrocall in the event that the
trading price of Metrocall Common Stock does not achieve certain target prices
as of the first anniversary of the Effective Time (subject to extension at
Metrocall's option for an additional year), adjusted downward, but not upward
based on an index of companies in the paging industry. See "DESCRIPTION OF
METROCALL SECURITIES -- Metrocall VCRs."

While the VCRs will be certificated and can trade separately from the
Metrocall Common Stock, Metrocall does not intend to seek to list the VCRs on
any exchange or Nasdaq, and there can be no assurance that any public trading
market for the VCRs will develop or continue after the Merger.

No assurances can be given with respect to the price, if any, at which the
VCRs will trade after the Effective Time. The market value, if any, of the VCRs
will be affected by the trading prices of Metrocall Common Stock and adjustments
to the Target Price during the relevant valuation period, and will also be
affected to the extent that the index referred to above declines. As of
September 30, 1996, the index had declined to a level such that no payments
would be made on the VCRs if they had matured on that date. Moreover, the market
value of the VCRs after the Effective Time may be discounted for time value
inherent in the fact that such payments will not be made, if at all, for one
year after the Effective Time, or two years if extended by Metrocall. In
addition, if Metrocall Common Stock trades above the relevant target price
during any consecutive 50-day period, the rights of holders of VCRs will
terminate and no payment will be made. Thus, the market value may be also
discounted by the inherent uncertainty as to whether any payment will ultimately
be made pursuant to the terms of the VCRs.

Any payments under the VCRs can be made, at Metrocall's option, in cash,
Metrocall Common Stock, or, in certain limited circumstances defined below (see
"DESCRIPTION OF METROCALL SECURITIES -- Metrocall VCRs"), in Metrocall Preferred
Stock except that, if an event of default under the VCRs has occurred and is
continuing, Metrocall must pay in cash or shares of Preferred Stock. Metrocall
anticipates that, due to restrictions in its existing debt agreements, any
payments will be made in Metrocall Common Stock or Preferred Stock, not in cash.
Any such securities will be subject to the same risks identified herein with
respect to Metrocall Common Stock except that Preferred Stock issued if an event
of default has occurred and is continuing will have a liquidation preference
over Metrocall Common Stock.

CONSEQUENCES IF NO TAX-FREE REORGANIZATION

Metrocall and A+ Network do not intend to seek an opinion of counsel or a
ruling from the Internal Revenue Service concerning the federal income tax
consequences of the Merger. No assurance can be given that the IRS will not
challenge the qualification of the Merger as a tax-free reorganization. If such
a challenge were sustained by a court, each shareholder at the time of the
Merger would recognize capital gain or loss measured by the difference between
the fair market value of all the consideration received in the Merger and the
shareholder's basis in the Shares exchanged in the Merger. See "THE MERGER AND
RELATED TRANSACTIONS -- Certain Federal Income Tax Consequences."

NO ANTICIPATED STOCKHOLDER DISTRIBUTIONS

It is not anticipated that the Surviving Corporation will pay cash
dividends on Metrocall Common Stock in the foreseeable future. Certain covenants
in Metrocall's bank credit agreement prohibit the payment of dividends on
Metrocall Common Stock by Metrocall. See "RECENT DEVELOPMENTS REGARDING
METROCALL -- New Credit Facility."

RELIANCE ON KEY PERSONNEL

Both Metrocall and A+ Network are dependent upon the efforts and abilities
of a number of their current key management, sales, support and technical
personnel. The success of the Surviving Corporation will depend

18
<PAGE> 32

to a large extent upon its ability to retain and continue to attract key
employees. The loss of certain of these employees or the Surviving Corporation's
inability to retain or attract key employees in the future could have an adverse
affect upon the Surviving Corporation's operations.

POSSIBLE VOLATILITY OF STOCK PRICE; SHARES ELIGIBLE FOR FUTURE SALE

The value realized by A+ Network shareholders in the Merger and the value
assigned to intangible assets recorded in the purchase accounting for the
Surviving Corporation will depend upon the market price of Metrocall Common
Stock, which is subject to fluctuation. Since the Metrocall Common Stock became
publicly traded in July 1993, the closing price has ranged from a low of $5 7/8
per share to a high of $29 per share. The market price of the Metrocall Common
Stock may be volatile due to, among other things, technological innovations
affecting the paging industry, the Surviving Corporation's acquisition strategy
and the shares being registered pursuant to this registration statement. In
addition, Metrocall currently has effective registration statements with respect
to approximately 8.1 million shares of Metrocall Common Stock held by certain
stockholders of Metrocall. Metrocall also expects to issue additional shares of
Metrocall Common Stock in connection with the Page America Acquisition, with the
amount of such shares depending on purchase price adjustments under the
acquisition agreement and the market price of Metrocall Common Stock at the time
of the purchase. Based on second quarter results of Page America and assuming a
price of $6 per share for Metrocall Common Stock, the number of additional
shares would be approximately 782,000 shares. There can be no assurance that any
action taken by holders of these shares or other stockholders would not have an
adverse effect on the market price of the Metrocall Common Stock.

CONCENTRATION OF OWNERSHIP

Immediately following the Effective Time, the Surviving Corporation's
executive officers, directors and their affiliates together will beneficially
own 34.4% of the outstanding shares of Metrocall Common Stock. As a result, such
persons, if they act together, will have the ability to substantially influence
the Surviving Corporation's direction and to determine the outcome of corporate
actions requiring stockholder approval. This concentration of ownership may have
the effect of delaying or preventing a change of control of the Surviving
Corporation.

ANTI-TAKEOVER AND OTHER PROVISIONS

The Surviving Corporation's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") and Third Amended and
Restated Bylaws (the "Bylaws") will include provisions that could operate to
delay, defer or prevent a change of control in the event of certain transactions
such as a tender offer, merger, or sale or transfer of substantially all of the
Surviving Corporation's assets. These provisions are expected to discourage
certain types of coercive takeover practices and inadequate takeover bids and to
encourage persons seeking to acquire control of the Surviving Corporation first
to negotiate with the Board of Directors of the Surviving Corporation. In
addition, the New Credit Facility will include, and indentures relating to notes
issued by Metrocall and assumed by Metrocall in the Merger include, certain
covenants limiting the ability of the Surviving Corporation to engage in certain
mergers and consolidations or transactions involving a change of control of the
Surviving Corporation.

The Certificate of Incorporation will authorize the Board of Directors,
when considering a tender offer, merger or acquisition proposal, to take into
account factors in addition to potential economic benefits to stockholders. In
addition, the Certificate of Incorporation will generally prohibit the Surviving
Corporation from purchasing any shares of the Surviving Corporation's stock from
any person, entity or group that beneficially owns five percent or more of the
Surviving Corporation's stock at a price exceeding the average closing price for
the 20 business days prior to the purchase date, unless a majority of the
Surviving Corporation's disinterested stockholders approve the transaction, or
as may be necessary to protect the Surviving Corporation's regulatory licenses.

The Surviving Corporation will be subject to the provisions of Section 203
of the Delaware General Corporation Law, as amended ("Section 203"). Under
Section 203, a resident domestic corporation may not

19
<PAGE> 33

engage in a business combination with a person who owns (or within three years
prior, did own) 15% or more of the corporation's outstanding voting stock (an
"interested stockholder") for a period of three years after the date such person
became an interested stockholder, unless (i) prior to such date the board of
directors approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction which resulted in such person becoming an
interested stockholder, the interested stockholder owned at least 85% of the
corporation's voting stock outstanding at the time the transaction commenced, or
(iii) on or subsequent to such date the business combination is approved by the
board of directors and authorized by the affirmative vote of holders of at least
two-thirds of the outstanding voting stock which is not owned by the interested
stockholder.

POTENTIAL CONFLICTS OF INTEREST

Certain members of the Board of Directors and senior management of A+
Network have interests in the transactions contemplated under the Merger
Agreement that may present them with certain potential conflicts of interest.
Certain of such persons have entered into employment and non-competition
agreements with Metrocall that will become effective upon consummation of the
Merger and/or are to be appointed to the Metrocall Board of Directors effective
as of the Effective Time. The Board of Directors of each of Metrocall and A+
Network was aware of these potential conflicts at the time of its consideration
of the matters described under the captions "THE MERGER AND RELATED
TRANSACTIONS -- Recommendation of the Board of Directors of Metrocall,"
"-- Metrocall's Reasons for the Merger," "-- Recommendation of the Board of
Directors of A+ Network" and "-- A+ Network's Reasons for the Merger,"
respectively. A summary of these potential conflicts of interest and certain
agreements between Metrocall and A+ Network and certain members respective of
their Boards of Directors and senior managements is provided in "THE MERGER AND
RELATED TRANSACTIONS -- Interests of Certain Persons with Respect to the
Merger."

FORWARD LOOKING STATEMENTS

This Joint Proxy Statement/Prospectus contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Discussions containing such forward-looking statements may be
found in the material set forth under "THE MERGER AND RELATED
TRANSACTIONS -- Metrocall's Reasons for the Merger" and "RECENT DEVELOPMENTS
REGARDING A+ NETWORK" as well as within the Joint Proxy Statement/Prospectus
generally. In addition, when used in this Joint Proxy Statement/Prospectus, the
words "believes," "anticipates," "expects" and similar expressions are intended
to identify forward-looking statements. Such statements are subject to a number
of risks and uncertainties. Actual results in the future could differ materially
from those described in the forward-looking statements as a result of the risk
factors set forth above and the matters set forth in the Joint Proxy
Statement/Prospectus generally. Neither Metrocall, A+ Network nor the Surviving
Corporation undertake any obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances.

THE MEETINGS

DATE, TIME AND PLACE OF MEETINGS

The Metrocall Meeting will be held at 9:00 a.m., eastern time, on November
6, 1996, at the Ritz-Carlton, Pentagon City, 1250 South Hayes Street, Arlington,
Virginia. The A+ Network Meeting will be held at 2:00 p.m., central time, on
November 6, 1996 at the First American Center auditorium, fifth floor, 300 Union
Street, Nashville, Tennessee.

PURPOSE OF THE MEETINGS

The purposes of the Metrocall Meeting are to consider and act upon the
following proposals (i) to approve and adopt the Merger Agreement, (ii) to
approve and adopt the Charter Amendment, which

20
<PAGE> 34

increases the authorized shares of Metrocall Common Stock by 7,500,000 shares,
from 26,000,000 shares to 33,500,000 shares, (iii) to approve and adopt the Plan
Amendment, which increases the number of shares that may be issued under the
Metrocall 1996 Stock Option Plan by 1,000,000, and (iv) to approve the Preferred
Stock Issuance, which provides for the issuance of $35 million aggregate
liquidation value of Series A Convertible Preferred Stock of Metrocall.

The sole purpose of the A+ Network Meeting is to consider and act upon the
proposal to approve the Merger Agreement.

RECORD DATE AND OUTSTANDING SHARES

Only holders of record of Metrocall Common Stock and holders of record of
A+ Network Common Stock at the close of business on the Metrocall Record Date
and the A+ Network Record Date, respectively, are entitled to notice of, and to
vote at, the Metrocall Meeting and the A+ Network Meeting, respectively.

On the Metrocall Record Date, there were approximately 346 holders of
record of Metrocall Common Stock with 16,060,117 shares of Metrocall Common
Stock issued and outstanding. Each share of Metrocall Common Stock entitles the
holder thereof to one vote on each matter submitted for stockholder approval.

On the A+ Network Record Date, there were 149 holders of record of A+
Network Common Stock with 10,888,583 shares issued and outstanding. Each share
of A+ Network Common Stock entitles the holder thereof to one vote on each
matter submitted for shareholder approval.

VOTING AND REVOCATION OF PROXIES

All proxies in the enclosed forms of proxy card that are properly executed
and returned to Metrocall or A+ Network, as the case may be, prior to
commencement of voting at the applicable Stockholders Meeting will be voted at
the applicable Stockholders Meeting or any adjournments or postponements thereof
in accordance with the instructions thereon. All executed but unmarked Metrocall
and A+ Network proxies will be voted FOR approval and adoption of the Merger
Agreement and, in the case of Metrocall, FOR approval and adoption of the
Charter Amendment, FOR approval and adoption of the Plan Amendment and FOR
approval of the Preferred Stock Issuance. Any proxy may be revoked by any
stockholder who attends his or her applicable Stockholders Meeting and gives
notice of his or her intention to vote in person without compliance with any
other formalities. In addition, any Metrocall or A+ Network stockholder may
revoke a proxy at any time before it is voted by executing and delivering a
subsequent proxy or by delivering a written notice to the Secretary of Metrocall
or A+ Network, as applicable, stating that the proxy is revoked. At each
Stockholders Meeting, stockholder votes will be tabulated by persons appointed
by the respective Boards of Directors to act as inspectors of election.

The managements of Metrocall and A+ Network do not know of any matters
other than those set forth herein that may come before the Stockholders
Meetings. If any other matters are properly presented to either Stockholders
Meeting for action, it is intended that the persons named in the applicable form
of proxy will vote in accordance with their best judgment on such matters.

VOTE REQUIRED FOR APPROVAL

Metrocall. The presence, in person or by proxy, of at least a majority of
the shares of Metrocall Common Stock outstanding on the Metrocall Record Date
(8,030,059 shares) is necessary to constitute a quorum at the Metrocall Meeting.
The affirmative vote of a majority of shares of Metrocall Common Stock
outstanding and entitled to vote at the Metrocall Meeting is necessary to
approve and adopt each of the Merger Agreement and the Charter Amendment. The
affirmative vote of a majority of shares voting at the Metrocall Meeting is
necessary to approve and adopt the Plan Amendment and to approve the Preferred
Stock Issuance. Abstentions will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum.
Abstentions will be treated as votes cast against the Merger Agreement and the
Charter Amendment, but will not be counted for purposes of the Plan Amendment or
the Preferred Stock

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<PAGE> 35

Issuance. Broker non-votes will be equivalent to votes cast against the Merger
Agreement and the Charter Amendment, but will not be counted for purposes of the
Plan Amendment or the Preferred Stock Issuance.

On the Metrocall Record Date, directors and executive officers of Metrocall
exercised voting control over an aggregate of 5,023,391 shares of the
outstanding Metrocall Common Stock (approximately 31.3% of the shares entitled
to vote at the Metrocall Meeting). All directors and executive officers of
Metrocall owning shares of Metrocall Common Stock have indicated their intention
to vote their shares for approval of the Merger Agreement, the Charter Amendment
and the Plan Amendment.

A+ Network. The presence, in person or by proxy, of at least a majority of
the shares entitled to vote (5,444,292 shares) is necessary to constitute a
quorum at the A+ Network Meeting, and the affirmative vote of the shareholders
of a majority of the outstanding shares is necessary for approval of the Merger
Agreement. Each share of A+ Network Common Stock is entitled to one vote.
Abstentions and broker non-votes will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum at the A+
Network Meeting, but will be equivalent to votes cast against the Merger.

On the A+ Network Record Date, directors and executive officers of A+
Network exercised voting control over an aggregate of 3,331,944 shares of the
outstanding A+ Network Common Stock (approximately 30.6% of the shares entitled
to vote at the A+ Network Meeting). All directors and executive officers of A+
Network owning shares of A+ Network Common Stock have indicated their intention
to vote their shares for approval of the Merger Agreement and the Merger. On the
A+ Network Record Date, Metrocall owned 4,350,743 shares of A+ Network Common
Stock representing approximately 40.0% of the outstanding shares of A+ Network
Common Stock. See "THE MERGER AND RELATED TRANSACTIONS -- Background of the
Merger." Metrocall has agreed to vote all of its A+ Network Common Stock in
favor of the approval of the Merger Agreement.

SOLICITATION OF PROXIES

The expense of printing this Joint Proxy Statement/Prospectus and the
proxies solicited hereby, and any registration or filing fees incurred in
connection with the Registration Statement, this Joint Proxy
Statement/Prospectus and certain other filings, will be split equally by
Metrocall and A+ Network. In addition to the use of the mails, proxies may be
solicited by officers and directors and regular employees of Metrocall or A+
Network, without additional remuneration, by personal interviews, telephone,
telegraph or otherwise. Metrocall and A+ Network may also request brokerage
firms, nominees, custodians and fiduciaries to forward proxy materials to
beneficial owners of shares of Metrocall or A+ Network Common Stock, as the case
may be, and will provide reimbursement for the cost of forwarding the material
in accordance with customary charges. Metrocall and A+ Network have retained
Corporate Investor Communications at an estimated cost of $8,000, plus
reimbursement of expenses, to assist in its solicitation of proxies from
brokers, nominees, institutions and individuals.

OTHER MATTERS

At the date of this Joint Proxy Statement/Prospectus, the respective Boards
of Directors of Metrocall and A+ Network do not know of any business to be
presented at their respective meetings other than as set forth in the notices
accompanying this Joint Proxy Statement/Prospectus. If any other matter should
properly come before the either of the Stockholder Meeting, it is intended that
the shares represented by proxies will be voted with respect to such matters in
accordance with the judgment of the persons voting such proxies.

APPRAISAL RIGHTS

Under Delaware law, stockholders of Metrocall who dissent from the Merger
are not entitled to receive cash from Metrocall equal to the fair value of such
stockholders' shares of Metrocall Common Stock.

Under Tennessee law, shareholders of A+ Network who dissent from the Merger
are not entitled to receive cash from A+ Network equal to the fair value of such
shareholder's shares of A+ Network Common Stock since the A+ Network Common
Stock is traded on the NNM.

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<PAGE> 36

THE MERGER AND RELATED TRANSACTIONS

PURCHASES PURSUANT TO THE OFFER AND THE SHAREHOLDERS' AGREEMENT

Prior to the date of this Joint Proxy Statement/Prospectus, and pursuant to
the terms of the Merger Agreement, Metrocall purchased 2,140,526 Shares pursuant
to the Offer. Metrocall also purchased 2,210,217 additional Shares from certain
shareholders of A+ Network pursuant to the Shareholders' Agreement. Under the
terms of the Merger Agreement, Metrocall is required to vote all Shares acquired
by it pursuant to the Offer and the Shareholders' Agreement in favor of the
Merger.

GENERAL DESCRIPTION OF THE MERGER

Upon the terms and subject to the conditions contained in the Merger
Agreement, including the requisite votes of the stockholders of Metrocall and A+
Network in accordance with the relevant provisions of the Delaware General
Corporation Law (the "Delaware Law") and of the Tennessee Business Corporation
Act (the "Tennessee Law") and receipt of FCC approval, A+ Network will be merged
with and into Metrocall (the "Merger") and Metrocall will be the surviving
corporation (the "Surviving Corporation"). Upon the effective time of the Merger
(the "Effective Time"), each outstanding share of A+ Network Common Stock and
related rights (other than Shares held by Metrocall or any of its subsidiaries,
which will be cancelled) will be converted into the right to receive: (i) that
number of shares of Metrocall Common Stock equal to the Conversion Ratio, (ii)
the same number of VCRs, plus (iii) cash in respect of fractional Metrocall
Securities, if any. The Conversion Ratio shall be determined by dividing $21.10
by the average of the last bid prices for Metrocall Shares on the NNM for the 50
consecutive trading days ending on the trading day that is five days prior to
the Closing Date (the "Average Metrocall Share Price"), except that if the
Average Metrocall Share Price is greater than $21.88 or less than $17.90, then
the Conversion Ratio shall be .96435 or 1.17877, respectively. See "DESCRIPTION
OF METROCALL SECURITIES" for a description of the Metrocall Common Stock and the
VCRs.

BACKGROUND OF THE MERGER

Strategic business combinations and acquisitions have been a major
component of Metrocall's long term strategy since completion of its initial
public offering in July 1993. At that time, Metrocall actively began to seek out
acquisition candidates in the paging and wireless messaging industry with
operations either complementary to its own or which provide opportunities for
geographic expansion. In August and November 1994, Metrocall completed the
acquisitions of FirstPAGE USA, Inc. and MetroPaging, Inc. (formerly AllCity
Paging, Inc.), respectively. In late September and early October 1995, Metrocall
completed a secondary equity offering and a senior subordinated notes offering,
respectively, with combined net proceeds of approximately $252 million, to fund
expansion of its local, regional and nationwide transmission networks and future
acquisitions. To assist in the acquisition portion of its strategy, Metrocall
engaged financial advisors to provide it strategic advice and assist in
identifying and analyzing possible business combinations or acquisitions. A+
Network was one company identified as a candidate for possible merger or
acquisition.

On or about November 16, 1995, representatives of A+ Network and Metrocall,
along with Metrocall's financial advisor, had an introductory meeting in
Chicago. Metrocall indicated at the meeting that it might be interested in
pursuing a business combination of the two companies. A+ Network responded that
consideration of such a transaction might be premature, since A+ Network had
only recently completed the merger of A+ Communications Inc. and Network.
Thereafter, the parties executed a confidentiality agreement, and, from time to
time, met and exchanged financial and business information. During this time, no
proposals regarding a transaction were made.

On March 14, 1996, the parties met in Atlanta, Georgia, with their
respective financial advisors. At that meeting, the parties began to explore the
terms of a possible business combination of the two companies. Thereafter, and
throughout April 1996, the parties conducted preliminary due diligence and from
time to time had discussions regarding the possible terms of a proposed
transaction.

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<PAGE> 37

On May 1, 1996, Metrocall's Board authorized its management and advisors to
proceed to negotiate a merger with A+ Network, subject to board approval. On May
6, 1996, the parties' senior management, including members of their respective
boards, and their professional advisors, met in New York City to discuss the
financial terms and structure of the possible combination. Beginning on May 8,
the parties and their advisors met in Washington, D.C. and began to negotiate
the terms of the Merger Agreement, the Shareholders' Agreement, and related
documents. The transaction as structured by the parties contemplated two steps.
First, Metrocall would acquire approximately 38.5% of the outstanding A+ Network
shares by means of a tender offer for A+ Network Common Stock and the
contemporaneous purchase of 2,210,217 shares from certain shareholders of A+
Network. Second, A+ Network shareholders (other than Metrocall) would receive
Metrocall Securities in the Merger. Metrocall conditioned its willingness to
enter into the transactions contemplated by the Merger Agreement upon certain
shareholders' (the "Principal Shareholders") entering into the Shareholders'
Agreement. Metrocall was unwilling to commence the Offer or to agree to the
Merger unless Metrocall received assurances from the Principal Shareholders that
would, as a practical matter, commit the Principal Shareholders to vote all of
their Shares for the Merger and, if necessary, to sell their Shares to Metrocall
to the extent legally permissible in circumstances where there was a competing
offer for A+ Network. A+ Network, for its part, conditioned its willingness to
enter into the proposed combination on receiving assurances that a substantial
block of stockholders of Metrocall would vote in favor of the Merger.
Accordingly, as described below, stockholders holding approximately 31.4% of the
outstanding Metrocall Shares have granted proxies to A+ Network to vote in favor
of the Merger. The negotiations leading up to the Merger Agreement also included
discussions about the structure and membership of the Surviving Corporation's
Board of Directors.

Metrocall's Board held telephonic board meetings on Monday, May 13, and
Tuesday, May 14, and approved the proposed Merger and related transactions,
subject to satisfactory finalization of the documents, on May 14. On May 14-15,
1996, A+ Network's Board held a telephonic board meeting to consider the
proposed business combination transaction with Metrocall. After hearing
presentations from A+ Network's management, counsel and financial advisor,
Prudential Securities, A+ Network's Board determined that the Offer and Merger
are fair to and in the best interests of A+ Network and its shareholders and
voted unanimously (with one director absent) to (i) adopt the Merger Agreement
pursuant to Section 48-21-104(a) of the Tennessee Business Corporation Act
("TBCA"), and resolved to submit the Merger Agreement for approval by the
shareholders, (ii) recommend the acceptance of the Offer by the shareholders,
(iii) approve the business combination contemplated by the Merger Agreement and
related documents in accordance with the provisions of Section 48-103-205 of the
Tennessee Business Combination Act, (iv) cause the transactions contemplated in
the Merger Agreement not to be a "takeover offer" as defined in Section
48-103-102(10)(B)(v) of the Tennessee Investor Protection Act, and (v) determine
that Metrocall would not be deemed an "Acquiring Person" for the purpose of A+
Network's Rights Plan. A+ Network's Board then authorized the appropriate
officers of A+ Network to finalize the documentation. The parties continued to
negotiate final documentation through May 15.

The parties executed definitive agreements effective May 16, 1996. The
agreements were announced on May 16, 1996.

The Offer was commenced on May 22, 1996. On June 25, 1996, Metrocall
accepted for payment 2,140,526 Shares and, on June 25, 1996, Metrocall
consummated the purchase of 2,210,217 Shares from the Principal Shareholders.

On October 3, 1996, Metrocall's Board held a telephonic board meeting to
consider an amendment to the Merger Agreement. After hearing a presentation from
management, the Metrocall Board approved the amendment described below.

On October 4, 1996, A+ Network's Board held a telephonic board meeting to
consider the current status of the proposed business combination transaction
with Metrocall. After hearing presentations from A+ Network's management,
counsel and its co-financial advisor, Bear Stearns & Co., Inc., the A+ Network
Board approved the amendment described below.

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<PAGE> 38

On October 8, 1996, Metrocall and A+ Network executed an amendment to the
Merger Agreement. The amendment: (i) requires A+ Network, upon the request of
Metrocall, to use its best efforts to cause the persons identified in this Joint
Proxy Statement/Prospectus as directors of the Surviving Corporation to be
elected as directors of A+ Network immediately prior to the closing of the
Merger, and (ii) provides for the issuance of preferred stock as payment for the
VCRs in certain circumstances. Also, on August 11, 1996, Metrocall relinquished
a conditional proxy to vote the Principal Shareholders' Shares in favor of the
Merger and against certain transactions.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF METROCALL

The Board of Directors of Metrocall (including the nonemployee directors)
unanimously (with one director absent) approved the Merger Agreement and has
determined that the Merger is fair to, and in the best interests of, Metrocall
and its stockholders. The Board of Directors has unanimously (with one director
absent) recommended that the stockholders of Metrocall vote FOR the approval and
adoption of the Merger Agreement.

METROCALL'S REASONS FOR THE MERGER

In reaching its determination that the Merger Agreement and the
transactions contemplated thereby, including the Merger, are fair to and in the
best interests of Metrocall and its stockholders, the Board considered a number
of factors, which factors taken together supported such determination, including
without limitation the following:

1. The Board's knowledge of the business, operations, properties,
assets, financial condition and operating results of Metrocall.

2. The terms of the Merger Agreement and the Shareholders' Agreement,
including the consideration in the Merger, the terms of the VCRs, the
limitation on adjustment of the Conversion Ratio, protections in the Merger
Agreement and the Shareholders' Agreement designed to increase the
likelihood that the Merger would be completed and the provisions providing
for repurchase or an orderly distribution of Shares acquired in the Offer
in certain circumstances if the Merger is not completed.

3. The Board's review of recent transactions involving companies with
comparable businesses and the trading prices of the shares of such
companies that are publicly traded.

4. Historic market prices of the Common Stock of Metrocall and A+
Network.

5. Various financial factors of Metrocall and A+ Network, including
cash flow, operating performance and prospects of both companies.

6. Certain projections (described under "RECENT DEVELOPMENTS REGARDING
A+ NETWORK", below) of net revenues and earnings before interest, taxes,
depreciation and amortization provided by A+ Network.

7. Projections showing that the acquisition of A+ Network could result
in a per share implied equity value of the Surviving Corporation that would
be greater than the implied per share equity value of Metrocall on a
standalone basis for 1997, although the acquisition is expected to result
in a per share implied equity value of the Surviving Corporation (based on
expected results for the current year) that is less than the market price
of Metrocall shares as of the date the Board approved the Merger Agreement.
The per share implied equity values for the Surviving Corporation for both
the current year and for 1997, and for Metrocall on a standalone basis for
1997, were calculated as a multiple of projected EBITDA for Metrocall on a
standalone basis and for the Surviving Corporation (in each case, less
outstanding debt), and depend on assumptions regarding the multiple that
should be applied to EBITDA to reach an implied equity valuation. The
projected EBITDA for Metrocall and the Surviving Corporation depend on,
among other things, assumptions regarding growth rates in the number of
subscribers and the resulting revenue

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<PAGE> 39

of Metrocall and the Surviving Corporation, and the ability to integrate A+
Network's operations into the operations of Metrocall (including the
ability to realize cost savings). There can be no assurance that these
assumptions will be realized and actual results may vary materially and
adversely from those assumptions. Accordingly, there is no assurance that
per share implied equity value of the Surviving Corporation will exceed the
per share implied equity value of Metrocall on a standalone basis. See
"RISK FACTORS -- Forward Looking Statements."

8. The opinion of Wheat, First to the effect that, as of May 14, 1996
and based upon and subject to certain matters stated therein, taken
together, the consideration to be paid (i) to holder of Shares pursuant to
the Offer and (ii) to the holders of Shares pursuant to the Merger is fair
to the holders of Metrocall Common Stock from a financial point of view. A
copy of Wheat, First's opinion is attached hereto as Exhibit B, and
stockholders of Metrocall are encouraged to review the opinion in its
entirety.

9. The fact that the markets currently covered by A+ Network and
Metrocall are complementary and the Surviving Corporation will have a
significant subscriber base with a strong market presence in the
Mid-Atlantic and Southeast regions.

10. The economies of scale that the Board of Directors of Metrocall
believes the Surviving Corporation will realize in development,
administration, marketing and sales.

11. Certain business factors relating to A+ Network including its
personnel, FCC licenses, technical strengths and marketing distribution
channels.

12. The difficulties that may be encountered in merging the two
companies' organizations, managements, technology and facilities as well as
the potential loss of revenue that might result in the short term due to
uncertainty among customers and employees caused by the Merger.

13. Pending and recently completed acquisitions by A+ Network and the
financial and business factors relating to those companies.

14. The fact that the Merger would result in a change in the
membership of the Board of Directors of the Company, with two management
directors resigning as of the Effective Time of the Merger to be replaced
by two of the current directors (and significant stockholders) of A+
Network.

15. A+ Network's investment in PCS Development Corp., a developer of
narrow band, personal communications services and a licensee with
nationwide spectrum allocation.

The foregoing discussion of the information and factors considered by the
Board is not meant to be exhaustive, but is believed to include the material
factors considered by the Board. In reaching its determination, the Board took
the various factors into account collectively and the Board did not perform a
factor-by-factor analysis, nor did the Board consider whether any individual
factor was, on balance, positive or negative. In addition, different members of
the Board may have weighed such factors differently and considered other
factors.

OPINION OF FINANCIAL ADVISOR TO METROCALL

General

Metrocall retained Wheat, First to act as its financial advisor in
connection with its proposed acquisition transaction with A+ Network, and to
render an opinion to the Metrocall Board of Directors as to the fairness of the
Offer and the Merger, taken together, from a financial point of view, to
Metrocall and its stockholders.

Wheat, First is an investment banking firm engaged in, among other things,
the valuation of businesses and their securities in connection with mergers and
acquisitions, negotiated underwritings, secondary distributions of securities,
private placements and valuations for estate, corporate and other purposes.
Wheat, First operates in the Mid-Atlantic states and is familiar with the paging
industry in general and with Metrocall and its business in particular.

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<PAGE> 40

On May 14, 1996, Wheat, First delivered to Metrocall's Board of Directors
its oral opinion (subsequently confirmed in writing) that, as of such date,
taken together, the consideration to be paid to the A+ Network shareholders
pursuant to the Merger was fair, from a financial point of view, to Metrocall.
Subsequent to delivering its opinion, Wheat, First reviewed the Merger Agreement
(which term, for the purpose of this section, "Opinion of Financial Advisor of
Metrocall," does not include any amendment thereto) and noted that there were no
changes from the most recent draft of the agreement initially reviewed by Wheat,
First that would affect its opinion.

The full text of Wheat, First's opinion, which sets forth certain
assumptions made, matters considered and limitations on review undertaken is
attached as Exhibit B to this Joint Proxy Statement/Prospectus, is incorporated
herein by reference, and should be read in its entirety in connection with this
Joint Proxy Statement/Prospectus. The summary of the opinion of Wheat, First set
forth in this Joint Proxy Statement/ Prospectus is qualified in its entirety by
reference to the opinion. Wheat, First's opinion is directed only to the
consideration to be paid pursuant to the Offer and the Merger and does not
constitute a recommendation to any stockholder of Metrocall as to how such
stockholder should vote on the Merger.

In arriving at its opinion, Wheat, First, among other things, (1) reviewed
the financial and other information contained in A+ Network's Annual Reports to
Shareholders and Annual Reports on Form 10-K for the fiscal years ended December
31, 1995, December 31, 1994 and December 31, 1993, and certain interim reports
to Shareholders and Quarterly Reports on Form 10-Q; (2) reviewed the financial
and other information contained in Metrocall's Annual Reports to Shareholders
and Annual Reports on Form 10-K for the fiscal years ended December 31, 1995,
December 31, 1994 and December 31, 1993, and certain interim reports to
Shareholders and Quarterly Reports on Form 10-Q; (3) reviewed the audited
consolidated balance sheet of Metrocall as of December 31, 1995, and the audited
consolidated statement of earnings, stockholders' equity, and cash flows for the
fiscal year then ended, together with the notes thereto; (4) conducted
discussions with members of senior management of A+ Network and Metrocall
concerning their respective business and prospects; (5) took into account
certain long-term strategic benefits expected to occur from the Merger, both
operational and financial, that were described to it by Metrocall and A+ Network
senior management; (6) reviewed certain publicly available information with
respect to historical market prices and trading activity for A+ Network Common
Stock and Metrocall Common Stock and for certain publicly traded companies which
it deemed relevant; (7) compared the results of operations of A+ Network and
Metrocall with those of certain publicly traded companies which it deemed
relevant; (8) compared the proposed financial terms of the Merger with the
financial terms of certain other mergers and acquisitions which it deemed to be
relevant; (9) performed a discounted cash flow analysis of A+ Network based upon
estimates of projected financial performance prepared by A+ Network and
Metrocall; (10) evaluated the pro forma financial impact of consummation of the
Merger Agreement on Metrocall; (11) reviewed other financial information
concerning the business and operations of A+ Network and Metrocall, including
certain internal financial analyses and forecasts for A+ Network and Metrocall
prepared by the senior management of each entity, as well as certain pro forma
financial analyses and forecasts for A+ Network and Metrocall prepared by the
senior management of each entity, as well as certain pro forma financial
projections for the Surviving Corporation prepared by the senior management of
Metrocall; (12) reviewed the Merger Agreement (including the Annexes thereto)
and the Shareholders' Agreement; and (13) reviewed such other financial studies
and analyses and performed such other investigations and took into account such
other matters as it deemed necessary.

In preparing its opinion, Wheat, First relied on the accuracy and
completeness of all information supplied or otherwise made available to it by A+
Network and Metrocall or publicly available, including the representations and
warranties of A+ Network and Metrocall included in the Merger Agreement, and has
not assumed responsibility for independent verification of any such information.
Wheat, First has not made an independent evaluation or appraisal of either A+
Network's assets or liabilities and has not been furnished with any such
evaluation or appraisal. With respect to the financial analyses, forecasts and
projections provided to Wheat, First by A+ Network and Metrocall, Wheat, First
has assumed that they were reasonably prepared on a basis reflecting
managements' current best estimates and judgment of A+ Network's and Metrocall's
future financial performance and that such analyses, forecasts and projections
will be realized in

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<PAGE> 41

the amounts and in the time periods currently estimated by such managements.
Wheat, First's opinion is based on market, economic and other conditions as they
existed and could be evaluated as of the date of its opinion. Events occurring
after that date could materially affect the assumptions and conclusions
contained in Wheat, First's opinion. Wheat, First's opinion does not address the
relative merits of the Merger as compared to any alternative business strategies
that might exist for Metrocall, nor does it address the effect of any other
business combination in which Metrocall might engage.

Summary of Analyses

The following is a summary of certain analyses performed by Wheat, First in
connection with rendering its opinion. At a meeting of the Board of Directors of
the Company on May 14, 1996, Wheat, First presented its analyses discussed
below.

Analysis of Selected Comparable Publicly-Traded Companies. Wheat, First
compared certain financial information for A+ Network with the corresponding
publicly available financial information of certain other comparable companies
(the "Comparable Companies Analysis"). Wheat, First compared A+ Network with a
group of seven companies: American Paging, Inc. ("American Paging"), Arch
Communications Group, Inc. ("Arch"), Metrocall, MobileMedia Corporation
("MobileMedia"), Mobile Telecommunication Technologies Corp. ("MTel"), Paging
Network, Inc. ("PageNet") and ProNet Inc. ("ProNet") (collectively, the
"Comparable Companies"). The information compared included, among other things,
(i) equity market valuation ("Equity Market Value"), (ii) Equity Market Value
plus long-term debt less cash and cash equivalents ("Enterprise Value"), (iii)
last twelve months earnings before interest, taxes, depreciation and
amortization ("LTM EBITDA"), (iv) the ratio of Enterprise Value to LTM EBITDA
("LTM EBITDA Multiple"), (v) projected 1996 earnings before interest, taxes,
depreciation and amortization ("Projected 1996 EBITDA"), (vi) the ratio of
Enterprise Value to Projected 1996 EBITDA ("Projected 1996 EBITDA Multiple"),
(vii) projected 1997 earnings before interest, taxes, depreciation and
amortization ("Projected 1997 EBITDA"), (viii) the ratio of Enterprise Value to
Projected 1997 EBITDA, ("Projected 1997 EBITDA Multiple"), (ix) number of paging
units in service ("Paging Units"), and (x) the ratio of Enterprise Value to
Paging Units ("Paging Units Multiple"). Collectively, the LTM EBITDA Multiple,
the Projected 1996 EBITDA Multiple, the Projected 1997 EBITDA Multiple and the
Paging Units Multiple are referred to as the "Comparable Company Multiples."
Wheat, First deemed certain comparable companies' information to be not
meaningful and excluded such information from its analysis to calculate
Comparable Company Multiples. Based on its Comparable Companies Analysis, Wheat,
First derived a range of LTM EBITDA Multiples from 11.3x to 19.7x, a range of
Projected 1996 EBITDA Multiples from 9.6x to 14.2x, a range of Projected 1997
EBITDA Multiples from 7.7x to 8.9x and a range of Paging Units Multiples from
$307 to $559.

Applying the appropriate Comparable Company Multiples to A+ Network's LTM
EBITDA, Projected 1996 EBITDA, Projected 1997 EBITDA and Paging Units yields a
range of A+ Network's Enterprise Values from $148 million to $340 million.

Analysis of Selected Comparable Acquisition Transactions (the "Comparable
Acquisitions Analysis"). Wheat, First reviewed the financial terms of 22 paging
industry transactions announced within the last three years. Wheat, First based
its Comparable Acquisitions Analysis on the financial terms of the eight
transactions which it deemed to be most similar in size and character to this
transaction (the "Comparable Acquisitions"), which were the following: A+
Communications/Network USA Paging, Arch/USA Mobile Communications,
Arch/Westlink, Metrocall/FirstPAGE, MobileMedia/Dial Page,
MobileMedia/MobileComm, ProNet/ Teletouch Communications, and USA Mobile
Communications/Premiere Page. Wheat, First reviewed and compared certain
financial information regarding the Comparable Acquisitions with A+ Network
including (i) equity valuation plus long-term debt less cash and cash
equivalents ("Transaction Value"), (ii) the latest quarter's annualized earnings
before interest, taxes, depreciation and amortization ("Run-Rate EBITDA"), (iii)
the ratio of Transaction Value to Run-Rate EBITDA ("EBITDA Transaction
Multiple"), (iv) Paging Units, and (v) the ratio of Transaction Value to Paging
Units ("Paging Units Transaction Multiple"). Collectively, the EBITDA and Paging
Units Transaction Multiples are referred to as the "Comparable Acquisition
Multiples." Based on its Comparable Acquisitions Analysis, Wheat, First derived
a range of

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<PAGE> 42

EBITDA Transaction Multiples from 7.0x to 14.6x, and a range of Paging Units
Transaction Multiples from $379 to $776.

Applying the appropriate Comparable Acquisition Multiples to A+ Network's
EBITDA and Paging Units yields a range of A+ Network Enterprise Values from $145
million to $442 million.

Discounted Cash Flow Analysis. Wheat, First calculated a range of A+
Network Enterprise Values by means of a discounted cash flow analysis based upon
the discounted present value of A+ Network's projected five-year stream of
unleveraged free cash flow and its projected fiscal year 2000 terminal value
which, in turn, were based on a range of multiples of A+ Network's projected
fiscal year 2000 earnings before interest, taxes, depreciation and amortization
("EBITDA"). In conducting this analysis, Wheat, First relied upon certain
financial projections provided by A+ Network and Metrocall and applied discount
rates ranging from 12% to 16% and multiples of fiscal year 2000 EBITDA ranging
from 9x to 11x. Based on this analysis, Wheat, First derived a range of A+
Network Enterprise Values from $308 million to $411 million.

The values derived from the Comparable Companies Analysis, the Comparable
Acquisitions Analysis and the Discounted Cash Flow Analysis, taken together,
range from $145 million to $442 million.

The summary set forth above outlines the principal elements of Wheat, First
analysis but does not purport to be a complete description of the analysis
conducted by Wheat, First or Wheat, First's presentations to the Board of
Directors of Metrocall. Wheat, First's analyses must be considered as a whole
and selecting portions of its analyses and the factors considered by Wheat,
First, without considering all factors and analyses considered by Wheat, First,
could create an incomplete view of the process underlying its opinion. No
company, transaction or business used in the comparable companies analyses as a
comparison is identical to Metrocall or A+ Network. Wheat, First did not assign
relative weights to its analyses described above in preparing its opinion. The
preparation of a fairness opinion is a complex process that is not purely
mathematical and is not necessarily susceptible to partial analysis or summary
description; rather, it involves complex considerations and judgments. In
performing its analyses, Wheat, First made numerous assumptions with respect to
industry performance, general business and economic conditions and other
matters, many of which are beyond the control of Metrocall and A+ Network. Any
estimates contained in the analyses performed by Wheat, First are not
necessarily indicative of actual values or actual future results, which may be
significantly more or less favorable than suggested by Wheat, First's analyses.
In addition, analyses relating to equity values do not purport to be appraisals
or to reflect the prices at which such equity may actually be sold. Such
estimates are inherently subject to uncertainty.

Fee and Other Information

Wheat, First is acting as financial advisor to Metrocall in connection with
the Merger and related matters and acted as Dealer Manager in connection with
the Offer. In consideration of its services, Metrocall has agreed to pay Wheat,
First a transaction fee (the "Transaction Fee") equal to .5% of the aggregate
transaction consideration upon closing of the Merger. The Transaction Fee is
currently estimated to be approximately $1.6 million. Metrocall was obligated to
pay Wheat, First $100,000 upon execution of the definitive Merger Agreement (to
be credited against the Transaction Fee). Metrocall was also obligated to pay
Wheat, First an additional $250,000 as a result of the delivery of the Fairness
Opinion, and an additional $100,000 as compensation for its role as Dealer
Manager in the Offer. If within one year of the closing of the Offer, Metrocall
has acquired less than 50.1% of A+ Network's outstanding Common Stock, Metrocall
will pay Wheat, First a fee in the amount of 10% of any termination fee, topping
fee or expense reimbursement received by Metrocall from A+ Network. In addition,
Metrocall has agreed to reimburse Wheat, First for its out-of-pocket expenses
(including the fees and expenses of its counsel) and to indemnify it against
certain claims, losses and obligations, including certain liabilities under U.S.
federal securities law. Metrocall has also retained Daniels & Associates
("Daniels") as a financial advisor in connection with the Merger, and has agreed
to pay Daniels a fee equal to .75% of the aggregate transaction consideration
upon closing of the Merger.

Wheat, First has advised Metrocall that, in the ordinary course of
business, it may actively trade the equity securities of Metrocall for its own
account or for the accounts of its customers and, accordingly, may at

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<PAGE> 43

any time hold a long or short position in such securities. Wheat, First has
provided investment banking services to Metrocall in the past and has received
customary fees for providing such services.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF A+ NETWORK

The Board of Directors of A+ Network (including the nonemployee directors)
adopted the Merger Agreement and has determined that the Merger is fair to, and
in the best interests of, A+ Network and its shareholders. The Board of
Directors of A+ Network has recommended that the shareholders of A+ Network vote
FOR the approval of the Merger Agreement.

A+ NETWORK'S REASONS FOR THE MERGER

In reaching its conclusion and recommendation described above, the Board of
Directors of A+ Network considered the following factors:

1. The terms of the Merger Agreement.

2. The opinion of Prudential Securities to the effect that, as of May
15, 1996 and based upon and subject to certain matters stated therein, the
consideration to be received by the holders of Shares pursuant to the
Merger Agreement and the transactions contemplated thereby, including the
Offer, was fair to such holders from a financial point of view.

3. The fact that the Offer was not subject to a financing condition.

4. The fact that the Merger Agreement, which prohibits A+ Network, its
subsidiaries or its affiliates from initiating, soliciting or encouraging
any potential Acquisition Proposal (as defined below), does permit A+
Network (conditioned upon the execution of confidentiality agreements) to
furnish nonpublic information to allow access by and participate in
discussions and negotiations with any third party that has submitted a bona
fide and unsolicited Acquisition Proposal to A+ Network, provided that (i)
the Board of Directors, upon advice of counsel, determines that failure to
so act would constitute a breach of its fiduciary duties, (ii) the Board of
Directors determines that such Acquisition Proposal is economically
superior to the Offer and the Merger, and (iii) such Acquisition Proposal
is not subject to a financing condition.

5. The provisions of the Merger Agreement that require A+ Network to
pay Metrocall or Metrocall to pay A+ Network a termination fee of $10
million under certain circumstances as described herein under "THE MERGER
AGREEMENT AND TERMS OF THE MERGER -- Termination".

6. A+ Network's and Metrocall's financial condition, results of
operations, cash flows, competitive position and prospects.

7. The compatibility of the business and operating strategies of
Metrocall and A+ Network regarding, among other things, geographic areas,
services, planned expansion and distribution and the potential efficiencies
and synergies expected to be realized by combining the operations of A+
Network and Metrocall which may be expected to produce a favorable impact
on the long-term value of the Surviving Corporation's common stock and
enhance the competitive position of the combined entity.

8. The structure of the transaction, including (a) the fact that the
Offer and the Shareholders' Agreement permitted all shareholders to receive
cash for approximately 40% of their Shares, (b) the fact that the Merger
will allow A+ Network's shareholders to participate in the equity of the
Surviving Corporation, (c) the benefits and economic attributes of the VCRs
to be received by A+ Network's shareholders in the Merger and (d) the fact
that the Shareholders' Agreement and the Metrocall Stockholders Voting
Agreement (as defined below) may increase the likelihood that the Merger
will be effected.

9. Historical market prices with respect to the A+ Network Common
Stock and the shares of Metrocall Common Stock, particularly the fact that
the Offer and the Merger could enable the shareholders of A+ Network to
realize a premium over the price at which shares of A+ Network

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<PAGE> 44

Common Stock have traded in the past (including immediately prior to the
public announcement of the Offer).

10. The intended treatment of the Merger as a "tax-free
reorganization" for federal income tax purposes.

11. The regulatory approvals required to consummate the Merger, and
the prospects for receiving all such approvals.

The Board of Directors of A+ Network did not assign relative weights to the
factors or determine that any factor was of particular importance. Rather, the
Board of Directors viewed their position and recommendations as being based on
the totality of the information presented to and considered by them.

OPINION OF A+ NETWORK'S FINANCIAL ADVISOR

General

Prudential Securities is an internationally recognized investment banking
firm engaged in the valuation of businesses and their securities in connection
with mergers and acquisitions and for other purposes. The A+ Network Board of
Directors has engaged Prudential Securities as A+ Network's financial advisor in
connection with the Offer, the Merger and related matters because Prudential
Securities has substantial experience in providing investment banking services
to companies in the paging industry.

Prudential Securities delivered to the A+ Network Board of Directors its
written opinion to the effect that, as of May 15, 1996 and based upon and
subject to certain matters stated therein, the consideration to be received by
holders of A+ Network Common Stock pursuant to the Merger Agreement (which term,
for the purpose of this section, "Opinion of A+ Network's Financial Advisor,"
does not include any amendment thereto) and the transactions contemplated
thereby, including the Offer, was fair to such holders from a financial point of
view (the "Prudential Securities Opinion").

No limitations were imposed by A+ Network on Prudential Securities with
respect to the investigations made or procedures followed by Prudential
Securities in rendering its opinion. A copy of the Prudential Securities
Opinion, which sets forth the assumptions made, matters considered and
limitations on the review undertaken by Prudential Securities, is attached
hereto as Exhibit C and is incorporated herein by reference. The following
summary of the Prudential Securities Opinion is qualified in its entirety by
reference to the full text of the opinion attached hereto as Exhibit C.

The Prudential Securities Opinion is directed only to the fairness, from a
financial point of view, to the holders of A+ Network Common Stock of the total
consideration to be received by holders of A+ Network Common Stock pursuant to
the Merger Agreement. The Prudential Securities Opinion does not address any
other aspect of the Merger and does not constitute a recommendation to any A+
Network stockholder as to how such stockholder should vote at the A+ Network
Meeting. The consideration to be paid was determined through negotiations
between A+ Network and Metrocall and was approved by the A+ Network Board of
Directors.

In conducting its analysis and arriving at its opinion, Prudential
Securities reviewed such materials and considered such financial and other
factors as it deemed appropriate under the circumstances, including among other
things: (i) a draft of the Merger Agreement dated May 15, 1996; (ii) certain
historical financial, operating and other data that were publicly available or
furnished to Prudential Securities regarding A+ Network and Metrocall; (iii)
certain information, including financial analyses and projections, relating to
the business, cash flows, assets and prospects of A+ Network provided by the
management of A+ Network; (iv) certain information, including financial analyses
and projections, relating to the business, cash flows, assets and prospects of
Metrocall based on information provided by the management of Metrocall and
developed by Prudential Securities in conjunction with the management of A+
Network; (v) the pro forma combined financial impact of consummation of the
Merger on A+ Network and Metrocall; (vi) the trading history of the common stock
of each of A+ Network and Metrocall; (vii) publicly available financial,
operating and stock market data for companies engaged in businesses that
Prudential Securities deemed

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<PAGE> 45

comparable to A+ Network and Metrocall or otherwise relevant to its inquiry;
(viii) the financial terms of certain other recent transactions; and (ix) such
other factors as Prudential Securities deemed appropriate. Prudential Securities
met with senior officers of A+ Network and Metrocall to discuss their judgments
with respect to the prospects for their respective businesses generally, as well
as their estimates of future financial performance, and such other matters as
Prudential Securities believed relevant to its inquiry.

In rendering its opinion, Prudential Securities assumed and relied upon the
accuracy and completeness of all of the financial and other information reviewed
by it for purposes of its opinion and did not attempt independently to verify
any such information. Prudential Securities neither made nor obtained any
independent appraisals of the properties, facilities or other assets of A+
Network or Metrocall. With respect to the operating and financial projections
provided to Prudential Securities by the managements of A+ Network and
Metrocall, and those developed by Prudential Securities in conjunction with the
management of A+ Network, Prudential Securities assumed that they represented
each respective management's best currently available estimate as to the future
operating and financial performance of A+ Network and Metrocall, respectively.
Prudential Securities assumed that the transactions contemplated by the Merger
Agreement would be consummated on the basis of the terms and provisions of the
draft dated May 15, 1996 of the Merger Agreement. The Prudential Securities
Opinion is based upon economic, market and financial conditions as they existed
and could be evaluated as of the date of the Prudential Securities Opinion.

Summary of Analyses

The following is a summary of the material analyses performed by Prudential
Securities in connection with rendering the Prudential Securities Opinion. At a
meeting of the A+ Network Board of Directors on May 14-15, 1996, Prudential
Securities presented its analyses discussed below.

Analysis of Selected Comparable Publicly-Traded Companies. Prudential
Securities compared certain financial information for A+ Network with the
corresponding publicly available financial information of certain other
comparable companies.

Prudential Securities compared A+ Network with a group of seven paging
companies: American Paging, Arch Communications, Metrocall, MobileMedia, Mobile
Telecommunications Technologies ("Mtel"), Paging Network and ProNet
(collectively, the "Comparable Companies"). Prudential Securities compared
enterprise value (market capitalization plus net debt) ("Enterprise Value") as a
multiple of latest quarter annualized earnings before interest, taxes,
depreciation and amortization ("LQA EBITDA") for each Comparable Company,
adjusted for other assets and closed and pending acquisitions. The analysis of
LQA EBITDA multiples for the Comparable Companies yielded implied per share
equity values for A+ Network and implied exchange ratios resulting from the
application of A+ Network's LQA EBITDA to such multiples.

The analysis of the Comparable Companies yielded a range of multiples of
Enterprise Value to LQA EBITDA of 10.5x to 15.4x with a mean of 13.0x and a
median of 12.9x. Prudential Securities then calculated implied equity values per
share and implied exchange ratios by applying these multiples to A+ Network's
LQA EBITDA. Based on this analysis, Prudential Securities derived a range of
implied equity values per share of which the low was $8.81, the high was $16.23,
the mean was $12.59 and the median was $12.44. Prudential Securities compared
these implied equity values per share to the cash price of $21.10 per share to
be paid for approximately 40% of all the shares of A+ Network Common Stock.
Prudential Securities also calculated a range of implied exchange ratios,
assuming completion of the Offer and assuming a $19.894 per share value for
Metrocall Common Stock, of which the low was 0.443, the high was 0.816, the mean
was 0.633 and the median was 0.625, compared to the assumed Conversion Ratio of
1.061.

Prudential Securities also calculated implied per share equity values and
implied exchange ratios after applying a 30% premium to such values. The 30%
premium approximates the median premium offered in a survey of 324
publicly-announced merger and acquisition transactions in 1995 over the stock
price of the "seller" five business days prior to the initial announcement of
such transactions. After applying this premium, Prudential Securities derived
(i) a range of implied equity values per share of which the low was $11.45, the
high was $21.10, the mean was $16.37 and the median was $16.18, and (ii) a range
of implied exchange ratios of which the low was 0.575, the high was 1.061, the
mean was 0.823 and the median was 0.813.

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<PAGE> 46

Analysis of Selected Comparable Acquisition Transactions. Prudential
Securities reviewed the financial terms of 53 acquisition transactions, 16 of
which Prudential Securities determined to be relevant principally due to the
size of the transaction: A+ Communications/Network USA Paging, Arch
Communications/ Becker Beeper, Arch Communications/USA Mobile Communications,
Arch Communications/Westlink Paging, Metrocall/First Page, Metrocall/Page
America, Metrocall/Parkway Paging, Metrocall/Satellite Paging, Metrocall/Source
One Wireless, Mtel/United States Paging, MobileMedia Communications/Dial Page,
MobileMedia/Metromedia, MobileMedia Communications/Mobilecom, ProNet/Teletouch,
USA Mobile Communications/Premiere Paging and Westlink Paging/Telecomm Systems.
The analysis of such 16 selected transactions yielded a range of Enterprise
Value to last twelve months earnings before interest, taxes, depreciation and
amortization ("LTM EBITDA") multiples of which the low was 7.1x, the high was
18.6x, the mean was 12.7x and the median was 11.8x. Prudential Securities then
calculated implied equity values per share and implied exchange ratios by
applying A+ Network's LTM EBITDA to the Enterprise Value to LTM EBITDA multiples
derived from its analysis and assuming a $19.894 per share value for shares of
Metrocall Common Stock. This analysis yielded (i) a range of implied equity
values per share of which the low was $2.69, the high was $18.56, the mean was
$10.42 and the median was $9.18, and (ii) a range of implied exchange ratios of
which the low was 0.135, the high was 0.933, the mean was 0.524 and the median
was 0.461.

Discounted Cash Flow Analysis. Prudential Securities calculated a range of
implied equity values by using a discounted cash flow analysis, which involved
discounting each company's projected five-year stream of unlevered free cash
flows and the projected fiscal year 2000 terminal value, which, in turn, was
based on a range of multiples of projected fiscal year 2000 earnings before
interest, taxes, depreciation and amortization ("EBITDA"). Prudential Securities
then calculated ranges of implied equity values per share by dividing the
implied equity values by each company's respective fully-diluted shares
outstanding. Prudential Securities then calculated a range of exchange ratios
based on such implied equity values per share for Metrocall and A+ Network. In
conducting this analysis, Prudential Securities relied upon certain financial
projections provided by A+ Network and Metrocall and applied discount rates
ranging from 12% to 16% and multiples of projected fiscal year 2000 EBITDA
ranging from 9x to 11x.

Based on this analysis, Prudential Securities derived a range of (i)
implied equity values per share of A+ Network of which the low was $19.23 and
the high was $29.08, and (ii) implied exchange ratios of which the low was 0.690
and the high was 0.715.

Incremental Discounted Cash Flow Analysis. Prudential Securities
calculated a range of implied exchange ratios by means of an incremental
discounted cash flow analysis. Prudential Securities calculated Metrocall's
implied equity value before reflecting the Merger and calculated Metrocall's
implied equity value after reflecting the Merger. Prudential Securities
attributed the difference between Metrocall's pre-Merger implied equity value
and its post-Merger equity value to be A+ Network's implied equity value.
Prudential Securities then calculated a range of exchange ratios by dividing A+
Network's implied equity value per share by Metrocall's pre-Merger implied
equity value per share. In conducting this analysis, Prudential Securities
relied upon certain financial projections provided by A+ Network and applied
discount rates ranging from 12% to 16% and multiples of terminal EBITDA ranging
from 9x to 11x.

Based on this analysis, Prudential Securities derived a range of implied
exchange ratios of which the low was 0.736 and the high was 0.849.

Relative Contribution Analysis. Prudential Securities analyzed the
contributions of A+ Network to the ending units in service, net revenues and
EBITDA of the combined company, after giving effect to the Merger, and compared
such contributions to the unlevered market value of A+ Network relative to the
unlevered market value of the combined company, after giving effect to the
Merger. Prudential Securities calculated the unlevered market value of the
combined company by adding the unlevered market value of Metrocall (its then
current market value of its then-outstanding Common Stock, plus net debt) to the
unlevered market value of A+ Network (the aggregate consideration payable
pursuant to the Merger Agreement with respect to its then-outstanding Common
Stock, plus net debt). In conducting this analysis,

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<PAGE> 47

Prudential Securities relied upon latest quarter annualized and projected 1996
and 1997 financial data provided by A+ Network.

This analysis indicated that, based on all three performance measures of
ending units in service, net revenues and EBITDA, A+ Network was accorded a
higher valuation as a percentage of the combined company's unlevered market
value (38.4%) than its contributions to the three performance measures across
the three different time periods (which ranged from 24.5% to 35.6%).

Variable Common Rights. For purposes of the Prudential Securities Opinion,
the VCRs were not assigned any value and Prudential Securities did not
incorporate the hypothetical value of the VCRs in any of its financial analyses
presented to the Board of Directors of A+ Network.

The summary set forth above does not purport to be a complete description
of the analyses conducted by Prudential Securities or of Prudential Securities'
presentations to the A+ Network Board of Directors. Prudential Securities'
analyses must be considered as a whole and selecting portions of its analyses
and the factors considered by Prudential Securities, without considering all
factors and analyses considered by Prudential Securities, could create an
incomplete view of the process underlying its opinion. Prudential Securities did
not assign relative weights to its analyses described above in preparing its
opinion. The preparation of a fairness opinion is a complex process that is not
purely mathematical and is not necessarily amenable to partial analysis or
summary description; rather, it involves complex considerations and judgments.
In performing its analyses, Prudential Securities made numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are beyond the control of A+ Network and Metrocall.
Any estimates contained in the analyses performed by Prudential Securities are
not necessarily indicative of actual values or actual future results, which may
be significantly more or less favorable than suggested by Prudential Securities'
analyses. In addition, analyses relating to equity values do not purport to be
appraisals or to reflect the prices at which such equity may actually be sold.
Because such estimates are inherently subject to uncertainty, neither A+ Network
nor Prudential Securities nor any other person assumes responsibility for their
accuracy.

Fee and Other Information

Pursuant to an engagement letter dated April 1, 1996, A+ Network has agreed
to pay Prudential Securities, in cash upon consummation of the Merger, a
transaction fee (the "Transaction Fee") equal to 0.75% of the "Consideration",
plus 2.0% of that portion of the Consideration received by A+ Network
shareholders in excess of $22.00 per share that is payable in respect of the
transactions contemplated by the Merger Agreement. "Consideration" means (i) the
total value of all cash paid in connection with the Offer, upon consummation of
the purchase of A+ Network Common Stock from the Principal Shareholders
(pursuant to the Shareholders' Agreement) and at the Effective Time, (ii) the
total value of the shares of Metrocall Common Stock and VCRs exchanged in
connection with the Merger, plus (iii) the amount of indebtedness of A+ Network
outstanding at the Effective Time. The Transaction Fee is currently estimated to
be approximately $2.9 million. A+ Network has previously paid Prudential
Securities fees and progress payments of $550,000, such amounts to be credited
against the Transaction Fee payable to Prudential Securities. A+ Network has
agreed that in the event A+ Network receives any form of breakup fee,
termination fee or topping fee, it will pay Prudential Securities an amount
equal to 25.0% of any such payment actually received by A+ Network. By letter
dated June 1, 1996, Prudential Securities has agreed to share 20% of the unpaid
portion of the Transaction Fee (or of any fee payable in respect of a breakup
fee, termination fee or topping fee) with Bear, Stearns & Co. Inc. ("Bear
Stearns"), as co-advisor beginning as of June 1, 1996. In addition, A+ Network
has agreed to reimburse Prudential Securities and Bear Stearns for their
out-of-pocket expenses (including the fees and expenses of counsel) and to
indemnify Prudential Securities and Bear Stearns against certain claims,
liabilities and expenses, including certain liabilities under U.S. federal
securities laws.

Prudential Securities and Bear Stearns have, in the past, provided
financial advisory and financing services to A+ Network and have received fees
for the rendering of such services. In addition, in the ordinary course of
business, Prudential Securities and Bear Stearns may actively trade A+ Network
Common Stock

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<PAGE> 48

and Metrocall Common Stock for their own respective accounts and for the
accounts of customers and, accordingly, may at any time hold long or short
positions in such securities and certain accounts of their respective customers
hold such securities. Prudential Securities also provides equity research
regarding Metrocall, and Prudential Securities and Bear Stearns also provide
equity research regarding A+ Network.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain members of the Board of Directors and senior management of A+
Network have interests in the transactions contemplated under the Merger
Agreement that may present them with certain potential conflicts of interest.
The Board of Directors of each of Metrocall and A+ Network was aware of these
potential conflicts at the time of its consideration of the Merger. A summary of
these potential conflicts of interest and certain agreements between Metrocall
and A+ Network and certain members of A+ Network's Board of Directors and senior
management is provided below.

Non-Competition Agreements. Pursuant to Nondisclosure/No Conflict
Agreements, each of Ray D. Russenberger and Elliott H. Singer have agreed,
effective as of the Effective Time, in exchange for a payment of $325,000 per
year for three years (and the extension of certain fringe benefit programs to
them), to refrain from competing in the business of (for Singer) one-way or
two-way paging and of (for Russenberger) the paging, voicemail, telemessaging,
or cellular operations of Metrocall, and to refrain from disclosing confidential
information about A+ Network and Metrocall. The obligation not to compete will
continue only for so long as Messrs. Russenberger and Singer serve as members of
the Board of Directors of the Surviving Corporation, and the obligation of
nondisclosure continues indefinitely. Pursuant to the Nondisclosure/No Conflict
Agreements, Messrs. Russenberger and Singer have agreed to resign voluntarily
under the terms of their current employment agreements with A+ Network,
effective upon the consummation of the Merger.

Employment Agreement. Pursuant to an Employment Agreement, Charles A.
Emling III, currently President and Chief Executive Officer of A+ Network, has
agreed, effective as of the Effective Time, to serve as President, Southeast
Region of the Surviving Corporation, with salary of $200,000 per year (and
customary employee benefits). The term of the Employment Agreement will begin at
the Effective Time and run for one year, subject to automatic annual extension
unless either party notifies the other that the contract should be terminated
and such notice is given at least 90 days before the anniversary of the
Effective Time. If Mr. Emling is terminated without "cause" (as defined in the
Employment Agreement) or resigns with "good reason" (as defined therein), he
will be paid his then current salary for a period of one year after such
termination. Mr. Emling has agreed to refrain from competing, directly or
indirectly, with the Surviving Corporation and its affiliates, while employed
and for one year thereafter, in the one-way and two-way paging and telemessaging
business in any "market area" (where "market areas" are generally locations in
which A+ Network or its predecessors have conducted business and those in which
the Surviving Corporation conducts business during the term of the Employment
Agreement). During employment and for a year after, Mr. Emling will not solicit
away employees or customers of the Surviving Corporation. The Employment
Agreement will replace Mr. Emling's current employment agreement with A+
Network.

A+ Options. Each outstanding option (an "A+ Network Option") to purchase
A+ Network Common Stock granted pursuant to A+ Network's 1987 Stock Incentive
Plan, 1992 Key Employee Incentive Stock Plan, 1992 Non-Qualified Stock Option
Plan for Non-Employee Directors or the 1992 Employee Stock Purchase Plan
(collectively, the "A+ Network Option Plans") and certain options granted to a
former employee that has not or have not vested prior to the Effective Time will
become fully exercisable and vested as of the Effective Time of the Merger. Each
A+ Network Option that is not an "incentive stock option" under Section 422 of
the Code, shall, effective as of the Effective Time, at the option of the holder
thereof, either (i) be converted automatically into an option to purchase such
number of Metrocall Securities equal to the number of Shares subject to such A+
Network Option immediately prior to the Effective Time multiplied by the
Conversion Ratio, with the exercise price adjusted accordingly, but otherwise on
the same terms and conditions as were applicable under any applicable A+ Network
Option Plan and the underlying stock option agreement, or (ii) up to a maximum
of 40% of the Shares subject to A+ Network Options held by each option holder
(which percentage will be determined by such holder) shall be cancelled and the
holder shall be entitled to receive with respect to each such Share, a cash
payment equal to the amount per Share paid upon purchase of Shares pursuant to
the Offer less the greater of $7.00 and the exercise price relating to such

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<PAGE> 49

Shares, with the remaining A+ Network Options converted as described pursuant to
clause (i). A+ Network Options that are incentive stock options will be adjusted
in accordance with Section 424(a) of the Code. The Surviving Corporation will
notify option holders regarding their rights under A+ Network Options as soon as
practicable after the Effective Time. Currently exercisable options may be
exercised and the Shares received thereby exchanged in the Merger.

The following table sets forth, as of May 16, 1996, with respect to the
directors and executive officers of A+ Network, (i) the number of shares of
Metrocall Common Stock subject to A+ Network Options converted automatically
into options to purchase Metrocall Securities that will be held by such officer
(assuming that no A+ Network Options are cashed out and assuming a Conversion
Ratio of 1.17877) and (ii) the average exercise price per share of Metrocall
Common Stock:

<TABLE>
<CAPTION>
SHARES OF METROCALL COMMON STOCK AVERAGE EXERCISE
NAME SUBJECT TO METROCALL ASSUMED OPTIONS PRICE PER SHARE
- ------------------------------------------------ ------------------------------------- -----------------
<S> <C> <C>
Elliott H. Singer............................... 235,754 $ 11.83
Charles A. Emling III........................... 29,469 $ 9.76
Randy K. Schultz................................ 58,939 $ 10.26
Charles R. Poole................................ 29,469 $ 9.76
Irby C. Simpkins, Jr. .......................... 3,660 $ 11.84
Brownlee O. Currey, Jr. ........................ 3,660 $ 11.84
Neil J. Weisman................................. 2,440 $ 10.88
Harvey N. Weiss................................. 3,660 $ 11.84
</TABLE>

Stock options issued by A+ Network generally are no longer exercisable
three months after employment with or service as a director of A+ Network is
terminated. Certain of the individuals identified above are expected to
terminate their employment with or service as a director of A+ Network on or
prior to the Merger. A+ Network, with Metrocall's consent, has agreed that the
exercisability of these options may be extended through the date that the
options would otherwise be exercisable if they continued to be employees or
directors, as the case may be.

On October 4, 1996, the Board of Directors of A+ Network, with Metrocall's
consent, changed the exercise price of substantially all options outstanding to
all current employees and directors of A+ Network as of that date to $7 1/8 per
share, the closing bid price of A+ Network Common Stock on that date and
extended the terms of such options held by certain employees and directors.

SHAREHOLDERS' AGREEMENT

Contemporaneously with the Merger Agreement, Metrocall entered into a
Shareholders' Agreement with certain shareholders of A+ Network: Brownlee O.
Currey, Jr., Charles A. Emling III, Ray D. Russenberger, Irby C. Simpkins, Jr.,
Elliott H. Singer, Summit Investors II, L.P., and Summit Ventures III, L.P. (the
"Principal Shareholders"). The Principal Shareholders each granted Metrocall
certain rights with respect to the Shares owned by them (the "Owned Shares").
The Owned Shares subject to the Shareholders' Agreement aggregate 5,525,543
Shares representing approximately 53.8% of the Shares outstanding on the date of
the Merger Agreement. The relevant terms of the Shareholders' Agreement are as
follows.

Sale of Shares. Pursuant to the Shareholders' Agreement, each of the
Principal Shareholders sold to Metrocall upon completion of the Offer a number
of Shares equal to 40% of each of their Owned Shares (the "Cash Purchase
Shares") for a cash purchase price of $21.10 per Share. The Cash Purchase Shares
constituted 2,210,217 Shares or approximately 21.5% of the outstanding Shares as
of May 16, 1996.

Voting Agreement. Pursuant to the Shareholders' Agreement, each Principal
Shareholder agreed during the term of the Shareholders' Agreement to vote in
favor of the transactions contemplated by the Merger Agreement and against (i)
any extraordinary corporate transaction, such as a merger, rights offering,
reorganization, recapitalization or liquidation involving A+ Network or any of
its subsidiaries, or (ii) any sale or transfer of a material amount of assets of
A+ Network or any of its subsidiaries or the issuance of any securities of A+
Network or any subsidiary.

Scenario I Option. Pursuant to the Shareholders' Agreement, each Principal
Shareholder granted Metrocall an irrevocable option (the "Scenario I Option") to
purchase all, but not less than all, of the Owned Shares (the "Scenario I Option
Shares") other than the Cash Purchase Shares previously purchased by

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<PAGE> 50

Metrocall and certain Owned Shares of Ray D. Russenberger which are subject to
previous options in favor of certain employees of A+ Network (the "RR Option
Shares").

The Scenario I Option may be exercised by Metrocall following satisfaction
of certain conditions (defined below) for a period commencing upon the later to
occur of (i) 61 days after Metrocall has delivered evidence of financing
enabling A+ Network to finance an offer to repurchase A+ Network's 11 7/8%
Subordinated Notes in accordance with the terms of the change in control
provisions of the indenture governing such notes, and (ii) the receipt by
Metrocall of an FCC order approving the license transfer resulting from the
Merger, and ending on the earlier of six months after the closing of the
purchase by Metrocall of the Cash Purchase Shares or the termination of
Shareholders' Agreement in accordance with its terms (the "Option Period"). The
exercise of the Scenario I Option is conditioned on the approval of the Merger
Agreement by the shareholders of Metrocall and the absence of any material
breach by Metrocall of its obligations and agreements in the Merger Agreement.

The consideration to be paid to each Principal Shareholder upon exercise by
Metrocall of the Scenario I Option will equal: (i) such number of Metrocall
Shares equal to the Conversion Ratio as of the date of the closing of the
Scenario I Option, multiplied by the number of Scenario I Option Shares owned by
such shareholder, (ii) a number of VCRs to become effective upon the Effective
Time, in an amount equal to the number of Metrocall Shares to be received
pursuant to clause (i), plus cash, if any, for fractional Metrocall Securities
calculated pursuant to the formula in Section 2.3(f) of the Merger Agreement.
The consideration for the Scenario I Option Shares is subject to upward
adjustment such that Metrocall will pay each Principal Shareholder such
additional Metrocall Securities, together with cash for fractional Shares and
VCRs, as are necessary to provide each Principal Shareholder the same Merger
consideration per Share as all shareholders of A+ Network receive in the Merger.

The Shareholder's Agreement also granted Metrocall certain other rights
that would have applied only if the Offer had not been consummated (the
"Scenario II Option").

Other Provisions. The Shareholders' Agreement contains certain
representations and warranties, and restricts the Principal Shareholders'
ability to transfer or encumber the Owned Shares, including tendering into the
Offer or any other tender offer. The Shareholders' Agreement also provides for a
"shelf" registration of any Metrocall Securities received by the Principal
Shareholders pursuant to the Shareholders' Agreement that are not otherwise
registered in connection with the Merger.

Termination. The Shareholders' Agreement shall terminate on the earliest
of (i) the expiration of the Option Period, (ii) the purchase by Metrocall of
all Owned Shares (other than the RR Option Shares) pursuant to Shareholders'
Agreement, (iii) the agreement of the parties to the Shareholders' Agreement to
terminate the Shareholders' Agreement, (iv) consummation of the Merger, and (v)
termination of the Merger Agreement pursuant to its terms, and in any event the
Shareholders' Agreement shall terminate on March 16, 1997, except as to certain
provisions on expenses, fees, registration rights and indemnification which
shall survive termination of the Shareholders' Agreement.

OTHER AGREEMENTS

Metrocall Stockholders Voting Agreement. In connection with the execution
of the Merger Agreement, certain stockholders of Metrocall owning in the
aggregate approximately 34.5% of the outstanding common stock of Metrocall
executed an agreement (the "Metrocall Stockholders Voting Agreement") with A+
Network pursuant to which each such stockholder appointed A+ Network or its
officers, his or her proxy to vote all the Metrocall Shares then beneficially
owned by such stockholder (i) in favor of the transactions contemplated by the
Merger Agreement; and (ii) against any extraordinary corporate transaction, such
as a merger, rights offering, reorganization, recapitalization or liquidation
involving Metrocall or any of its subsidiaries, or the issuance of any
securities of Metrocall or any subsidiary, in each case, to the extent
prohibited by the Merger Agreement.

Agreement to Vote. In connection with the execution of the Merger
Agreement, Elliott H. Singer and Ray D. Russenberger, shareholders of A+ Network
who are expected to become stockholders of the Surviving

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Corporation at the Effective Time, executed an agreement with Metrocall pursuant
to which they are obligated, provided that they are directors of the Surviving
Corporation at the time of election of directors at the first annual meeting of
the Surviving Corporation occurring after the date of the voting agreement, to
vote all shares of common stock of the Surviving Corporation they own at such
time in favor of election of Suzanne S. Brock as a director.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes certain Federal income tax consequences
of the Merger to holders of A+ Network Common Stock, A+ Network and Metrocall.
The discussion does not address all aspects of Federal income taxation that may
be relevant to particular A+ Network stockholders and may not be applicable to
stockholders who are not citizens or residents of the United States, or who will
acquire their Metrocall Common Stock pursuant to the exercise or termination of
employee stock options or otherwise as compensation, nor does the discussion
address the effect of any applicable foreign, state, local or other tax laws.
This discussion assumes that A+ Network stockholders hold their A+ Network
Common Stock as capital assets within the meaning of Section 1221 of the Code.
EACH A+ NETWORK STOCKHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE MERGER, INCLUDING THE
APPLICABILITY AND EFFECT OF FOREIGN, STATE, LOCAL AND OTHER TAX LAWS.

The Merger Agreement provides that it is the intention of the parties that
the Merger will qualify as a tax-free reorganization under Section 368(a)(1)(A)
of the Code. However, no opinion of counsel or IRS ruling is being obtained
concerning the tax effects of the Merger. Except where otherwise indicated, the
following summary assumes that the Merger will qualify as a tax-free
reorganization.

If the Merger is a tax-free reorganization, a shareholder will receive
Metrocall Shares without recognition of taxable gain or loss, but will be
potentially taxable on the receipt of VCRs and cash in lieu of fractional
Metrocall Securities. VCRs do not qualify as consideration that may be received
tax free in the Merger. A shareholder who owns Shares at the time of the Merger
will recognize gain to the extent of the lesser of (i) the "shareholder's gain"
(as defined below) and (ii) the fair market value of the VCRs and the amount of
any cash received in lieu of fractional VCRs (the VCRs and cash in lieu of
fractional VCRs are referred to herein as the "taxable merger consideration").
The "shareholder's gain" is the excess, if any, of (x) the fair market value of
the Metrocall Shares and the taxable merger consideration, over (y) the
shareholder's basis in his or her Shares exchanged in the Merger.

A holder of Shares who receives cash in lieu of a fractional Metrocall
Shares in the Merger will be treated as if the fractional share had been
distributed to such holder and then redeemed by the Surviving Corporation in
exchange for the cash distributed in lieu of the fractional Metrocall Shares. As
a result, such holder will generally recognize capital gain or loss with respect
to the deemed redemption of such fractional Metrocall Shares.

A shareholder's basis in the Metrocall Shares received in the Merger will
be equal to the shareholder's basis in the Shares exchanged in the Merger,
increased by the amount of any gain recognized in the Merger and reduced by the
amount of taxable merger consideration.

A shareholder's holding period for the Metrocall Shares received in the
Merger will include the shareholder's holding period for the Shares. See the
discussion below, however, concerning delay in beginning the holding period for
Metrocall Shares under certain circumstances with respect to the simultaneous
holding of VCRs.

Except in the case of a shareholder who owns more than a minimal interest
in Metrocall after the Merger, any gain from the receipt of taxable merger
consideration will be capital gain, and will be long-term capital gain if the
holding period for such Shares is greater than one year. See Rev. Rul. 76-385,
1976-2 C.B. 92. Subject to the same exception, the gain or loss from receipt of
cash in lieu of a fractional Metrocall Share will be capital gain or loss, and
will be long-term capital gain or loss if the holding period for the fractional
Metrocall Share, determined as described above, is greater than one year. If a
shareholder holds more than a

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minimal interest in Metrocall after the Merger, the receipt of taxable merger
consideration and cash in lieu of a fractional Metrocall share may be dividend
income or proceeds from the sale of a capital asset depending on the
applicability of Code Section 302. Shareholders are urged to consult their tax
advisors to determine whether they should be considered as holding a minimal
interest for this purpose and, if not, the proper characterization of cash and
VCRs received in the Merger.

Tax Consequences of VCRs; Consequences of Straddle Treatment

VCRs do not qualify as consideration that may be received tax free in the
Merger. VCRs will be taken into account as taxable merger consideration in the
computation of gain and of the basis of Metrocall Shares, in the manner
described above under "Consequences of the Merger." VCRs are treated for federal
income tax purposes as cash settlement options to sell Metrocall stock. See
Revenue Ruling 88-31, 1988-1 C.B. 302. Gain or loss from the disposition, lapse,
or receipt of payments with respect to the VCRs will be capital gain or loss,
measured by the difference between the basis of the VCRs and the amount received
(if any) in the disposition, lapse, or payment; the recognition of loss may be
deferred under the "straddle" rules discussed below. The gain or loss will be
long-term capital gain or loss if the holding period for the VCR is greater than
one year. A shareholder's basis in a VCR will be its fair market value upon
issuance.

A shareholder who owns Metrocall Shares and VCRs will be treated as owning
a "straddle," as defined in section 1092(c)(1) of the Code, for each pair of one
Metrocall Share and one VCR (securities within such a pair are referred to
herein as "offsetting" securities). Under the rules applicable to straddles:

-- Any loss from one offsetting security may not be taken into account
except to the extent that the loss exceeds the unrecognized gain (if
any) from the other offsetting security as of the last day of the
taxable year;

-- Any loss so deferred may be carried into the succeeding taxable year,
and either taken into account or deferred under the same rules;

-- If the shareholder has held Shares for one year or less as of the date
of the Merger, the holding period for the Metrocall Shares received in
the Merger will not begin until the shareholder no longer holds
offsetting VCRs. The holding period for a VCR will not begin until the
shareholder no longer holds offsetting Metrocall Shares.

For example, if a shareholder has a loss from the disposition or expiration
of VCRs for which the holding period is one year or less, the loss will be a
short term capital loss that will be deferred until the following year, to the
extent of the shareholder's unrealized gain as of the last day of the year in
the corresponding number of Metrocall Shares held on such day. The loss will
again be deferred in succeeding years to the extent of the shareholder's
unrealized gain as of the last day of each succeeding year in the corresponding
number of Metrocall Shares held on such day. Gain on VCRs or Metrocall Shares
will not be deferred under the straddle rules.

Consequences if No Tax-Free Reorganization

Metrocall and A+ Network do not intend to seek an opinion of counsel or a
ruling from the Internal Revenue Service concerning the federal income tax
consequences of the Merger. No assurance can be given that the IRS will not
challenge the qualification of the Merger as a tax-free reorganization. If such
a challenge were sustained by a court, each shareholder at the time of the
Merger would recognize capital gain or loss measured by the difference between
the fair market value of all the consideration received in the Merger and the
shareholder's basis in the Shares exchanged in the Merger. Each shareholder's
holding period in any Metrocall Share or VCR received in the Merger would begin
on the later of the date of the Merger or the date on which the shareholder no
longer holds an offsetting security. The basis of the Metrocall Shares and VCRs
received in the Merger would be their respective fair market values on the date
of the Merger.

Any acquisition of Shares that does not occur by reason of the Merger,
including any acquisition from a Principal Shareholder pursuant to the exercise
of Metrocall's options to purchase Shares in certain

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<PAGE> 53

circumstances, will be a fully taxable disposition to the seller, even if the
seller receives Metrocall Shares in the acquisition.

ACCOUNTING TREATMENT

GOVERNMENT AND REGULATORY APPROVALS

Antitrust. Under the HSR Act and the rules promulgated thereunder by the
FTC, certain acquisition transactions may not be consummated unless certain
information has been furnished to the FTC and the Antitrust Division and certain
waiting period requirements have been satisfied. A+ Network and Metrocall filed
on June 3, 1996 and May 24, 1996, respectively, with the Antitrust Division and
the FTC a Premerger Notification and Report Form, in connection with the Merger.
The waiting period for the Offer expired, and the waiting period for the Merger
terminated, on June 8, 1996.

FCC Approval. The construction, modification, operation, ownership and
acquisition of paging systems are subject to regulation by the FCC under the
Communications Act. The FCC has promulgated rules and regulations governing,
among other things, applications to construct and operate paging systems within
specified geographic areas, applications to transfer control of or assign paging
licenses, and technical and operational standards for the operation of paging
systems (such as construction deadlines, maximum power and antenna height, and
coordination with adjacent co-channel users). The present regulatory structure
governing paging companies is subject to revision in light of changes to the
Communications Act and pending FCC proposals that, if adopted, may increase
competition for subscribers to wireless communication services, increase
competition for access to certain underlying services and facilities (such as
telephone numbers) necessary for A+ Network and Metrocall to conduct their
business, and impose competitive bidding rules for mutually exclusive paging
applications.

The respective operating subsidiaries of A+ Network and Metrocall are
licensed by the FCC to provide paging services in the respective geographic
areas in which they have operations. The Communications Act requires prior FCC
approval for the transfer of actual or legal control of companies holding FCC
authorizations. The Communications Act requires that the FCC find that the
proposed acquisition or transfer would serve the public interest, convenience
and necessity as a prerequisite to granting its approval. The FCC may also
require that Metrocall or a transferee demonstrate that it possesses the
requisite legal and technical qualifications to operate the licensed facilities
in order for the transfer to be approved.

The Merger Agreement and the Shareholders' Agreement provide that (pending
completion of the Merger) Metrocall shall not assume, either directly or
indirectly, de jure control (50% or more of the votes) or de facto control
(control in practical effect) of A+ Network without the prior consent of the FCC
and any appropriate state authority. The prior approval of the FCC must be
obtained to consummate the Merger. Metrocall has filed applications seeking FCC
approval to take control of A+ Network. Although FCC approval has been granted
for transfer of most of the subject licenses, there can be no assurance that the
FCC will grant the remaining approvals or that, if granted, such FCC approvals
will be on a timely basis or on terms and conditions acceptable to Metrocall, or
that any such approvals will not be subject to administrative or judicial
review. In the event of a challenge by an adverse party, the termination date
established in the Merger Agreement may not allow time for regulatory approvals
to be received, or if received for the approvals to become final.

Under the Communications Act, the amount of capital stock that aliens or
their representatives may own or vote in an FCC-licensed company is generally
limited to 20% in the parent of such a company. Metrocall believes that it and
A+ Network currently meet this requirement. Should this restriction ever be
found to be

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<PAGE> 54

violated, the FCC may revoke or refuse to grant or renew a license, or refuse to
approve the transfer of control of such license.

State Regulatory Approval. In addition to regulation by the FCC, certain
states impose various regulations on the common carrier paging operations of
Metrocall and A+ Network. Historically, regulation in some states required
Metrocall and A+ Network to obtain certain certificates of public convenience
and necessity before constructing, modifying or expanding paging facilities or
offering or abandoning paging services. Rates, terms and conditions under which
Metrocall or A+ Network provided service, or any changes to those rates, have
also been subject to state regulation. However, under the federal Budget
Reconciliation Act of 1993 (the "Budget Act"), as a general rule states are
preempted from exercising rate and entry regulation of carriers such as
Metrocall and A+ Network which are deemed to be providing Commercial Mobile
Radio Service ("CMRS"). States may, however, petition the FCC for authority to
continue to regulate CMRS rates, which petitions are to be evaluated by the FCC
applying the statutory criteria set forth in the Budget Act. In May 1995, the
FCC rejected such petitions by New York, Louisiana, Hawaii, Arizona, Ohio,
California and Connecticut. To date, the FCC has not granted any such petitions.

Some states regulating paging services have required the prior approval of
transactions that result in the assignment or transfer of control of a
certificated paging carrier, notwithstanding federal preemption. It is possible
that one or more states may continue to assert a right to review and approve the
Merger. In such event, Metrocall may choose to challenge such assertion, seek to
obtain such approval or take such other or further actions as it deems necessary
or advisable at the time. If any state were to claim a right to approve the
Merger, there is no assurance that any challenge to override or overturn that
claim would be successful or that any approval, if sought, would be granted or,
if granted, would be on a timely basis or on terms and conditions acceptable to
Metrocall.

RESTRICTIONS ON RESALES BY AFFILIATES

The Metrocall Common Stock issuable in the Merger has been registered under
the Securities Act, but this registration does not cover resales by stockholders
of A+ Network who are deemed to control or be under common control with A+
Network ("Affiliates"). Affiliates of A+ Network may not sell their shares of
Metrocall Common Stock acquired in the Merger except pursuant to an effective
registration statement under the Securities Act covering such shares, or in
compliance with the resale provisions of Rule 145 promulgated under the
Securities Act or another applicable exemption from the registration
requirements of the Securities Act.

THE MERGER AGREEMENT AND TERMS OF THE MERGER

The following is a brief summary of certain provisions of the Merger
Agreement, a copy of which is included as Exhibit A and is incorporated herein
by reference. This summary does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement. All stockholders are urged to
read the Merger Agreement in its entirety. Capitalized terms used herein and not
otherwise defined have the same meaning as in the Merger Agreement.

THE OFFER

The Merger Agreement provided for the commencement of a tender offer by
Metrocall for 2,140,526 Shares. The Offer commenced on May 22, 1996 and expired
on June 24, 1996 at 12:00 midnight, New York City time. Shareholders of A+
Network tendered approximately 5,362,482 Shares pursuant to the Offer and
Metrocall purchased 2,140,526 of such Shares pursuant to the Offer. In addition,
Metrocall purchased 2,210,217 Shares from the Principal Shareholders on June 25,
1996 pursuant to the Shareholders Agreement.

EFFECTIVE TIME OF THE MERGER

The Merger Agreement provides that, subject to the terms and conditions
thereof and the satisfaction or waiver of the other conditions to the Merger,
including FCC approval, and in accordance with the Delaware

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Law and the Tennessee Law, A+ Network will be merged with and into Metrocall,
the separate existence of A+ Network will cease, and Metrocall will continue its
existence as the surviving corporation (the "Surviving Corporation"). The
Effective Time of the Merger will the date and time of the later of the filing
of the articles of merger, certificates of merger or other appropriate documents
with (i) the Secretary of State of the State of Delaware or (ii) the Secretary
of State of the State of Tennessee.

MANNER AND BASIS OF CONVERTING SHARES

In the Merger, each outstanding Share (other than Shares held by Metrocall,
which will be cancelled) will be converted into the right to receive: (i) that
number of Metrocall Shares equal to the Conversion Ratio, (ii) the same number
of VCRs, plus (iii) cash in respect of fractional Metrocall Securities, if any.
The Conversion Ratio shall be determined by dividing $21.10 by the Average
Metrocall Share Price, except that if the Average Metrocall Share Price is
greater than $21.88 or less than $17.90, then the Conversion Ratio shall be
.96435 or 1.17877, respectively.

The Surviving Corporation will not issue fractional Metrocall Securities.
In lieu of any fractional Metrocall Securities, the holder of a Share converted
in the Merger will be entitled to receive a cash payment determined by
multiplying (i) $21.10 by (ii) the fractional Metrocall Security to which such
holder would be entitled.

The Merger Agreement provides that the Certificate of Incorporation and
By-Laws of Metrocall will become the Certificate of Incorporation and By-Laws of
the Surviving Corporation. In addition, under the Merger Agreement the directors
of Metrocall immediately prior to the Effective Time, which shall include
Elliott H. Singer and Ray D. Russenberger (who are currently directors of A+
Network), will become the directors of the Surviving Corporation following the
Merger as set forth in Annex B to the Merger Agreement, and the officers of
Metrocall immediately prior to the Effective Time will become the officers of
the Surviving Corporation following the Merger, in each case until their
successors are elected and qualified. Two of the current directors of Metrocall,
Steven D. Jacoby and Vincent D. Kelly, will resign as directors immediately
prior to the Effective Time.

TREATMENT OF STOCK OPTIONS

Each outstanding option (an "A+ Network Option") to purchase A+ Network
Common Stock granted pursuant to A+ Network's 1987 Stock Incentive Plan, 1992
Key Employee Incentive Stock Plan, 1992 Non-Qualified Stock Option Plan for
Non-Employee Directors or the 1992 Employee Stock Purchase Plan (collectively,
the "A+ Network Option Plans") and certain options granted to a former employee
that has not or have not vested prior to the Effective Time will become fully
exercisable and vested as of the Effective Time of the Merger. Each A+ Network
Option that is not an "incentive stock option" under Section 422 of the Code,
shall, at the option of the holder thereof, either (i) be converted
automatically into an option to purchase such number of Metrocall Securities
equal to the number of Shares subject to such A+ Network Option immediately
prior to the Effective Time multiplied by the Conversion Ratio, with the
exercise price adjusted accordingly, but otherwise on the same terms and
conditions as were applicable under any applicable A+ Network Option Plan and
the underlying stock option agreement, or (ii) up to a maximum of 40% of the
Shares subject to A+ Network Options held by each option holder (which
percentage will be determined by such holder) shall be cancelled and the holder
shall be entitled to receive with respect to each such Share, a cash payment
equal to the amount per Share paid upon purchase of Shares pursuant to the Offer
less the greater of $7.00 and the exercise price relating to such Shares, with
the remaining A+ Network Options converted as described pursuant to clause (i).
A+ Network Options that are incentive stock options will be adjusted in
accordance with Section 424(a) of the Code. Certain employees and directors of
A+ Network who are expected to terminate their employment with or service as
directors of A+ Network on or prior to the Merger hold stock options that would
no longer be exercisable three months after they terminate employment or service
with A+ Network. A+ Network has, with Metrocall's consent, agreed that the
exercisability of these options may be extended through the date that the
options would otherwise be exercisable if they continued to be employees or
directors, as the case may be. The Surviving Corporation will notify option

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holders regarding their rights under A+ Network Options as soon as practicable
after the Effective Time. Currently exercisable options may be exercised and the
Shares received thereby exchanged in the Merger.

EMPLOYEE ARRANGEMENTS

The Merger Agreement provides that for a period of not less than three
years following the Effective Time of the Merger, Metrocall will use its best
efforts to maintain a Southeast/ Southwest regional operations center in
Pensacola, Florida, but such center may be closed in the event of a sale or
merger of Metrocall after the Effective Time. The Merger Agreement also provides
that A+ Network's current executive officers, managers, salespeople and staff
will continue to participate in A+ Network's benefit plans and employee
agreements as in effect on the date of the Merger Agreement until the Effective
Time. In addition, the Merger Agreement contains certain provisions with respect
to the integration, after the Effective Time, of A+ Network's executive
officers, managers, salespeople and staff into the operations of Metrocall,
including provisions for such employees' compensation, bonuses, benefits and
severance.

INDEMNIFICATION

The Merger Agreement provides that Metrocall shall, or shall cause the
Surviving Corporation to, from and after the Effective Time, to the fullest
extent permitted by the Delaware Law, A+ Network's Certificate of Incorporation,
Bylaws or indemnification agreements in effect on the date of the Merger
Agreement, including provisions relating to advancement of expenses incurred in
the defense of any action or suit, indemnify, defend and hold harmless all
persons who are on the date of the Merger Agreement, or have been at any time
prior to the date of the Merger Agreement, or who become prior to the Effective
Time, an officer, director, employee or agent of A+ Network or its subsidiaries,
or who are or were serving at the request of A+ Network or any of its
subsidiaries as a director, officer, employee or agent of another corporation,
partnership, trust, limited liability company or other business enterprise
(each, an "Indemnified Party") against all losses, claims, damages, liabilities,
costs and expenses, judgments, fines, losses and amounts paid in settlement in
connection with any actual or threatened claim, proceedings or investigations
that are based upon or arise out of such person's service as a director,
officer, employee or agent of A+ Network or any subsidiaries or the Merger
Agreement or any transactions contemplated thereby.

The Merger Agreement also provides for the preservation of all rights to
indemnification, advancement of expenses, exculpation, limitation of liability
and any and all similar rights now existing in favor of the employees, agents,
directors or officers of A+ Network and its subsidiaries under their respective
charters or by-laws, under indemnification agreements or otherwise, for six
years after the Effective Time, and for the Surviving Corporation to use all
reasonable efforts to maintain directors' and officers' liability insurance
maintained by A+ Network (or substantially similar coverage) for six years after
the Effective Time.

REPRESENTATIONS AND WARRANTIES

The Merger Agreement contains certain customary representations and
warranties of the parties. A+ Network has represented that its Board of
Directors has (a) duly adopted and approved the Offer, the Merger Agreement and
the Merger, (b) determined that each of the Offer and the Merger is fair to and
in the best interests of its shareholders, (c) resolved to recommend acceptance
of the Offer by those shareholders of A+ Network who wish to receive cash for a
portion of their Shares, and (d) resolved to recommend approval of the Merger by
its shareholders. Metrocall has represented that its Board of Directors has
taken comparable actions as set forth in clauses (a), (b) and (d) above and has
represented that it has sufficient funds available to purchase Shares pursuant
to the Offer and to pay all fees and expenses related to the transactions
contemplated by the Merger Agreement and that, as of the date of Merger
Agreement, neither Metrocall nor any of its affiliates beneficially owned any
Shares. Each of A+ Network and Metrocall has made certain other representations
and warranties to the other regarding, among other things: (i) their respective
organization, subsidiaries and capitalization; (ii) their respective authority
to enter into and perform their respective obligations under the Merger
Agreement; (iii) the compliance of the transactions contemplated by the Merger
Agreement with their respective Certificates of Incorporation and By-laws,
certain agreements and applicable laws; (iv) the accuracy and completeness of
their respective Exchange Act filings with the Commission,

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including for A+ Network the Schedule 14D-9 filed in connection with the Offer
and for Metrocall the Schedule 14D-1 filed in connection with the Offer, as well
as this Joint Proxy Statement/Prospectus, (v) the absence of undisclosed
liabilities, (vi) the absence of material adverse changes in the condition,
results of operations, business and assets of each and their respective
subsidiaries, taken as a whole, since December 31, 1995; (vii) litigation;
(viii) transactions with their respective affiliates; (ix) environmental
matters; (x) employee benefit plans and contracts; (xi) taxes; and (xii)
brokers' fees. The representations and warranties contained in the Merger
Agreement do not survive beyond the Effective Time.

CONDUCT OF BUSINESS PENDING THE MERGER

Conduct of Business by A+ Network. The Merger Agreement provides that,
prior to the Effective Time, except (x) as otherwise contemplated therein, (y)
as agreed in writing by Metrocall or (z) for the consummation of pending
acquisitions disclosed by A+ Network to Metrocall, (i) the business of A+
Network and its subsidiaries shall be conducted only in, and A+ Network and its
subsidiaries will not take any action except in, the ordinary and usual course
of business and consistent with past practice, and A+ Network and its
subsidiaries will use all reasonable efforts, consistent with past practice, to
maintain and preserve their respective business organizations, assets, employees
and advantageous business relationships; (ii) A+ Network will not, directly or
indirectly, (A) sell, transfer or pledge or agree to sell, transfer or pledge
any Shares, preferred stock or capital stock of any of its subsidiaries
beneficially owned by it, or (B) split, combine or reclassify the outstanding
Shares, or any outstanding capital stock of any of the subsidiaries of A+
Network; (iii) neither A+ Network nor any of its subsidiaries will (A) amend its
certificate of incorporation or bylaws, (B) issue, grant, sell, pledge, dispose
of or encumber any shares of, or securities convertible into or exchangeable
for, or options, warrants, calls, commitments or rights of any kind to acquire,
any shares of capital stock of any class of A+ Network or its subsidiaries or
any other ownership interests (including but not limited to stock appreciation
rights or phantom stock), other than Shares reserved for issuance on the date of
the Merger Agreement pursuant to the exercise of A+ Network Options outstanding
on the date of the Merger Agreement, and options automatically granted pursuant
to the 1992 Non-Qualified Stock Option Plan for Non-Employee Directors, (C) with
the exception of existing liens in favor of A+ Network's bank lender, transfer,
lease, license, sell, mortgage, pledge, dispose of, or encumber any material
assets other than in the ordinary and usual course of business and consistent
with past practice, (D) modify the terms of any indebtedness or incur any
indebtedness other than borrowings under existing agreements, (E) incur any
material liability, other than borrowings permitted by clause (D) above of money
under existing agreements or incurrence of other liabilities in the ordinary and
usual course of business and consistent with past practice, or (F) redeem,
purchase or otherwise acquire directly or indirectly any of its capital stock;
(iv) A+ Network will not declare, set aside or pay any dividend or other
distribution payable in cash, stock or property with respect to its capital
stock; (v) neither A+ Network nor any of its subsidiaries shall modify, amend or
terminate certain specified agreements or waive, release or assign any material
rights or claims, except in the ordinary course of business and consistent with
past practice; (vi) each of A+ Network and its subsidiaries shall maintain in
full force and effect such types and amounts of insurance issued by insurers of
recognized responsibility insuring it with respect to its respective business
and properties, in such amount and against such losses and risk as is usually
carried by persons engaged in the same or similar business; (vii) neither A+
Network nor any of its subsidiaries will (A) except for or on behalf of
subsidiaries, assume, guarantee, endorse or otherwise become liable or
responsible (whether directly, contingently or otherwise) for the obligations of
any other person, (B) make any loans, advances or capital contributions to, or
investments in, any other person (other than to subsidiaries of A+ Network
pursuant to A+ Network's written obligations on the date of the Merger
Agreement), other than in the ordinary course of business and consistent with
past practice, or (C) enter into any commitment or transaction with respect to
any of the foregoing (including, but not limited to, any borrowing, capital
expenditure or purchase, sale or lease of assets); (viii) neither A+ Network nor
any of its subsidiaries will change any of the accounting methods used by it
unless required by generally accepted accounting principles; (ix) neither A+
Network nor any of its subsidiaries will adopt a plan of complete or partial
liquidation, dissolution, merger, consolidation, restructuring, recapitalization
or other reorganization of A+ Network or any of its subsidiaries (other than the
Merger and transactions permitted by the Merger Agreement); (x) neither A+
Network nor any of its subsidiaries will take, or agree to take, any action that

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would result in any of the conditions set forth in the Merger Agreement or to
the Offer not being satisfied, unless A+ Network's directors make a Fiduciary
Determination (as defined below); (xi) neither A+ Network nor any of its
subsidiaries will acquire (by merger, consolidation, or acquisition of stock or
assets or otherwise) any corporation, partnership or other business organization
or division of any such entity; provided, that A+ Network may engage in such a
transaction if (A) A+ Network notifies Metrocall prior to entering into any such
transaction, (B) the purchase price for each such transaction is payable only in
cash and such price does not exceed $5,000,000, and (C) the purchase price for
each such transaction does not exceed eight times annualized EBITDA for the most
recently ended calendar quarter; (xii) neither A+ Network nor any of its
subsidiaries will increase the compensation or fringe benefits of any of its
directors, officers or employees, except for increases in salary or wages of
employees of A+ Network or its subsidiaries who are not officers or directors of
A+ Network in the ordinary course of business and consistent with past practice
and may not establish or alter other employee benefit plans or employee
agreements; (xiii) neither A+ Network nor any of its subsidiaries will make any
material tax election or settle or compromise any material federal, state, local
or foreign tax liability except for settlements that would not be material to A+
Network or do not otherwise materially impair the business of A+ Network; (xiv)
neither A+ Network nor any of its subsidiaries will settle or compromise any
pending or threatened suit, action or claim that is material to the transactions
contemplated by the Merger Agreement; (xv) neither A+ Network nor any of its
subsidiaries will pay, discharge or satisfy any claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction in the ordinary
course of business and consistent with past practice of liabilities (A)
reflected or reserved against in the financial statements of A+ Network, (B)
incurred in the ordinary course of business and consistent with past practice,
or (C) incurred in a manner not otherwise prohibited under the Merger Agreement;
(xvi) A+ Network shall not effect a registration under the Securities Act with
respect to Shares held by any person and entity, other than the registration on
a Registration Statement on Form S-8 of Shares to be issued pursuant to A+
Network Options and the registration of Shares pursuant to registration rights
agreements in effect on the date of the Merger Agreement or pursuant to the
Shareholders' Agreement; (xvii) neither A+ Network nor any of its subsidiaries
will modify or amend any of the acquisitions disclosed by it to Metrocall in any
manner that would increase the consideration payable pursuant to such
transaction; and (xviii) neither A+ Network nor any of its subsidiaries will
authorize or enter into an agreement to do any of the foregoing.

Conduct of Business by Metrocall. The Merger Agreement also provides that,
prior to the Effective Time, except (x) as contemplated by the Merger Agreement
or the Shareholders' Agreement, (y) as agreed in writing by A+ Network, or (z)
for the consummation of certain pending acquisitions disclosed by Metrocall to
A+ Network, (i) Metrocall will not (A) amend its certificate of incorporation or
by-laws, or (B) redeem, purchase or otherwise acquire directly or indirectly any
of its capital stock, provided, that Metrocall may amend its Certificate of
Incorporation to increase the number of authorized Metrocall Shares by 9,000,000
shares contemporaneously with approval of the Merger; (ii) Metrocall will not
declare, set aside or pay any dividend or other distribution payable in cash,
stock or property with respect to its capital stock; (iii) Metrocall will not,
directly or indirectly, split, combine or reclassify the outstanding Metrocall
Shares; (iv) with the exception of the existing liens in favor of Metrocall's
bank lenders, neither Metrocall nor any of its subsidiaries will issue, grant,
sell, pledge, dispose of or encumber any additional shares of, or securities
convertible into or exchangeable for, or options, warrants, calls, commitments
or rights of any kind to acquire, any shares of capital stock of any class of
Metrocall or its subsidiaries, other than (A) issuances of Metrocall Shares
reserved for issuance on the date of the Merger Agreement upon exercise of
employee stock options outstanding on the date of the Merger Agreement, (B)
issuance by Metrocall of Metrocall Shares or other Metrocall securities for the
fair market value thereof, and (C) the granting (and issuance of shares upon
exercise) of options pursuant to the existing option plans with an exercise
price equal to the fair market value thereof on the date of grant; (v) Metrocall
will not adopt a plan of complete or partial liquidation, dissolution, merger,
consolidation, restructuring, recapitalization or other reorganization of
Metrocall or any subsidiary; (vi) neither Metrocall nor any of its subsidiaries
will take, or agree to take, any action that would result in any of the
conditions set forth in the Merger Agreement or to the Offer not being
satisfied; (vii) neither Metrocall nor any of its subsidiaries will acquire (by
merger, consolidation, or acquisition of stock or assets or otherwise) any
corporation, partnership or other business organization or division of any such
entity, provided, that

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<PAGE> 59

Metrocall may make acquisitions to the extent that they (A) comply with the
requirement that any issuance of Metrocall Shares must be for fair market value,
(B) do not involve businesses that would be considered "significant
subsidiaries" within the meaning of Rule 1-02(v) of Regulation S-X, and (C) do
not result in the issuance of more than 3,000,000 Metrocall Shares in the
aggregate; (viii) neither Metrocall nor any of its subsidiaries shall engage in
any business other than that conducted in the telecommunications industry; and
(ix) neither Metrocall nor any of its subsidiaries will authorize or enter into
an agreement to do any of the foregoing.

RESPONSE TO OTHER OFFERS

Pursuant to the Merger Agreement, each of Metrocall, A+ Network and their
respective affiliates are required to immediately cease all existing discussions
or negotiations, if any, with any parties (other than each other) conducted with
respect to any proposal relating to (i) a possible acquisition of Metrocall or
A+ Network, as the case may be, whether by merger, purchase of all or
substantially all of the assets of Metrocall or A+ Network, as the case may be,
or any similar transaction, or (ii) a tender offer for more than 5% of the
common stock of Metrocall or A+ Network (excluding any transaction otherwise
permitted by the Merger Agreement) (any such proposal with respect to A+ Network
being referred to herein as an "A+ Network Acquisition Proposal" and with
respect to either Metrocall or A+ Network, an "Acquisition Proposal").

The Merger Agreement provides that each of Metrocall and A+ Network may
furnish information and access (in each case only in response to a request made
after the date of the Merger Agreement which was not encouraged, solicited or
initiated by Metrocall, A+ Network or their affiliates) pursuant to appropriate
confidentiality agreements, and may participate in discussions and negotiate
with such party concerning any Acquisition Proposal, but only if (i) with
respect to A+ Network, such party has submitted a written proposal to the Board
of Directors of A+ Network relating to any such transaction involving economic
consideration per share that such Board of Directors reasonably believes is
economically superior to the consideration to be paid pursuant to the Merger
Agreement and which does not include or contemplate any condition relating to
the obtaining of funds for such Acquisition Proposal, and (ii) with respect to
both A+ Network and Metrocall, such Board of Directors has made a Fiduciary
Determination. Each of Metrocall and A+ Network must provide A+ Network or
Metrocall, respectively, notice of and copies or summaries of all written or
oral Acquisition Proposals and will keep A+ Network or Metrocall, respectively,
advised of all such Acquisition Proposals.

Except as permitted by the Merger Agreement, neither Metrocall, A+ Network
nor any of their affiliates will, directly or indirectly, encourage, or solicit
submission of any inquiries, proposals or offers by; participate in or initiate
any discussions or negotiations with; disclose any information about A+ Network
or Metrocall, respectively, or their respective subsidiaries to, or otherwise
assist, facilitate or encourage, or enter into any agreement or understanding
with any third party in connection with any Acquisition Proposal. In addition,
the Board of Directors of each of Metrocall and A+ Network will not recommend
that the stockholders of Metrocall or A+ Network, respectively, tender their
shares in connection with any tender offer unless such Board of Directors makes
a Fiduciary Determination.

Neither Metrocall nor A+ Network will release any third party from, or
waive any provisions of, any confidentiality or standstill agreement unless its
Board of Directors makes a Fiduciary Determination.

A "Fiduciary Determination" means the directors constituting a majority of
all directors then in office of A+ Network or Metrocall, as the case may be,
reasonably determine in good faith, after consultation with and based upon the
advice of independent legal counsel, that the taking of action or the failure to
take action (or withdraw or modify any recommendation) would constitute a breach
of such directors' fiduciary duties to shareholders of A+ Network or Metrocall,
as the case may be, under applicable law.

REPURCHASE OPTION

The Merger Agreement contains certain provisions regarding repurchase or
disposition of Shares acquired by Metrocall in the event the Merger is not
consummated. As set forth below, these provisions include the right of A+
Network to repurchase Shares acquired by Metrocall in the Offer under certain

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circumstances and Metrocall's right to require an orderly distribution of the
Shares acquired by Metrocall in other circumstances.

The Merger Agreement provides that in the event of an Interest Payment
Event (as defined below), A+ Network will have the right (which right may be
assigned) to repurchase all Shares purchased by Metrocall pursuant to the Offer
or the Shareholders' Agreement (the "Repurchase Shares") at a price per Share
equal to the price paid for such Shares plus an interest factor of 10.125% per
annum; provided that such repurchase shall not occur any earlier than six months
and one day after the Shares were acquired by Metrocall. In the event of a
Repurchase Event (as defined below) which is not an Interest Payment Event, A+
Network will have the right (which right may be assigned) to repurchase the
Repurchase Shares at a price per Share equal to the price paid for such Shares.
A+ Network's rights to repurchase the Repurchase Shares under either event
described in this paragraph is referred to herein as the "Repurchase Option."

If (a) a Repurchase Event occurs and A+ Network has not elected to purchase
any Repurchase Shares as described above or (b) upon request by Metrocall within
90 days after termination of the Merger Agreement for (i) material breach of any
of its obligations by A+ Network, (ii) failure of A+ Network's shareholders to
approve the Merger, or (iii) withdrawal, modification or change by the Board of
Directors of A+ Network of its approval or recommendation of the Merger
Agreement, the Offer or the Merger, or failure by such Board of Directors to
recommend against an Acquisition Proposal, then A+ Network and Metrocall shall
cooperate in good faith to sell all of the Repurchase Shares in an orderly and
reasonably widespread distribution. (Clauses (ii) and (iii) above are
hereinafter referred to as an "A+ Network Termination Event.")

The Merger Agreement provides that in the event of a Repurchase Event and
until the earlier of one year after the occurrence of such event or the sale or
distribution of all Repurchase Shares, Metrocall agrees not to (a) acquire any
additional Shares or voting stock of A+ Network, (b) solicit proxies or
participate in a proxy contest or propose or advise any other entity to propose
any Acquisition Proposal, or (c) participate in a voting trust or act in concert
with any person for the purpose of holding any voting stock of A+ Network, and
agrees to vote the Repurchase Shares pro rata with the other shareholders of A+
Network with respect to all matters. Notwithstanding the foregoing, Metrocall
may (x) tender or exchange Repurchase Shares into any tender offer or
Acquisition Proposal recommended by the Board of Directors of A+ Network or (y)
pledge the Repurchase Shares pursuant to a bona fide pledge to secure
indebtedness of A+ Network or any of its subsidiaries, provided that such
Repurchase Shares will remain subject to the Repurchase Option.

A "Repurchase Event" shall occur automatically if (i) A+ Network is not in
material breach of any of its obligations under the Merger Agreement entitling
Metrocall to terminate the Merger Agreement, (ii) there has been no A+ Network
Termination Event, and (iii) the Merger Agreement has been terminated in
accordance with its terms.

An "Interest Payment Event" shall mean, in the case of a Repurchase Event,
the occurrence of any of the following (i) a final regulatory order by the FCC
or any state authority has been entered prohibiting the transfer of A+ Network's
licenses to Metrocall, (ii) the entry of a non-appealable final order by a court
of competent jurisdiction prohibiting the consummation of the Merger, or (iii)
November 16, 1996 (provided that, if at November 16, 1996 the sole reason the
Merger shall not have occurred is the failure to obtain a final regulatory order
permitting the consummation of the Merger from the FCC, such date shall be
February 16, 1997).

The foregoing rights will have no effect on shareholders of A+ Network if
the Merger is ultimately consummated, because they only apply in circumstances
where the Merger is not consummated and the Merger Agreement is terminated. If
the Merger is not consummated, a shareholder might be affected indirectly in the
case of a repurchase of Shares by A+ Network as a result of the effect of the
repurchase on A+ Network's balance sheet, or in the case of an orderly
distribution of the Shares if the distribution affected the trading price of A+
Network Shares.

Pursuant to the terms of the Merger Agreement, the Merger is required to be
consummated by November 16, 1996 subject to extension if final FCC approvals
have not been received by that date. If the

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<PAGE> 61

Merger is not consummated or the Merger Agreement otherwise amended, Metrocall
may be required to sell its 40% investment in A+ Network. As of June 30, 1996,
Metrocall's investment in A+ Network together with related goodwill is reflected
on Metrocall's balance sheet at approximately $92 million, which resulted from a
cash purchase price of $21.10 per share for approximately 4.4 million shares of
A+ Network. The closing market price of A+ Network Common Stock on October 4,
1996 was $7 1/2 per share, or a decrease, based upon market value, of
approximately $59 million. Therefore, if Metrocall were required to sell this
investment at current market prices, Metrocall would likely realize a
substantial loss upon disposition, which has not been reflected in the pro forma
statement included herein.

CONDITIONS TO THE MERGER

Under the Merger Agreement, the respective obligations of Metrocall and A+
Network to effect the Merger are subject to the satisfaction on or prior to the
Closing Date of each of the following conditions: (i) the Merger Agreement has
been approved and adopted by the shareholders of A+ Network and Metrocall; (ii)
no statute, rule, order, decree or regulation has been enacted or promulgated by
any foreign or domestic governmental entity which prohibits the consummation of
the Merger and all foreign or domestic governmental consents, orders and
approvals required for the consummation of the Merger and all foreign or
domestic governmental consents, orders and approvals required for the
consummation of the Merger have been obtained and are in effect at the Effective
Time; (iii) there is no order or injunction of a court or other governmental
authority in effect precluding, restraining, enjoining or prohibiting
consummation of the Merger; (iv) an order permitting the Merger to be
consummated has been received from the FCC, and orders permitting the Merger to
be consummated has been received from requisite State Authorities; (v) the
expiration or early termination of any waiting period under the HSR Act has
occurred; (vi) the registration statement for Metrocall Securities to be issued
in the Merger has been declared effective and no stop order is in effect with
respect thereto; and (vii) Metrocall Shares to be issued in the Merger have been
admitted for quotation on NNM.

The obligation of A+ Network to effect the Merger is subject to the
satisfaction on or prior to the Closing Date of the following additional
conditions: (i) Metrocall has performed and complied in all material respects
with all obligations and agreements under the Merger Agreement; (ii) the
representations and warranties of Metrocall contained in the Merger Agreement
were true and correct in all material respects at the time when made and shall
be true in all material respects on the Closing Date, except for representations
made as of a certain date and changes specifically permitted by the Merger
Agreement; (iii) except for the transactions contemplated by the Merger
Agreement and the Shareholders' Agreements, and except for matters which affect
generally the economy or the industry in which Metrocall and its subsidiaries
are engaged, as of the Closing Date, there has not occurred any change in the
business, properties, assets, liabilities, financial condition, cash flows,
operations, licenses, franchises or results of operations of Metrocall or its
subsidiaries which has a material adverse effect on Metrocall and its
subsidiaries, taken as a whole; (iv) receipt by A+ Network of a certificate from
Metrocall attesting to compliance with the conditions set forth in clauses (i),
(ii) and (iii) above; and (v) receipt by A+ Network of the opinion of
Metrocall's legal counsel with respect to the due authorization and issuance of
Metrocall Securities to be issued in the Merger.

The obligation of Metrocall to effect the Merger is subject to the
satisfaction on or prior to the Closing Date of the following additional
conditions; (i) A+ Network has performed or complied in all material respects
with all obligations and agreements under the Merger Agreement; (ii) the
representations and warranties of A+ Network contained in the Merger Agreement
were true and correct in all material respects at the time when made and shall
be true in all material respects on the Closing Date, except for representations
made as of a certain date and changes specifically permitted by the Merger
Agreement; (iii) except for the transactions contemplated by the Merger
Agreement and the Shareholders' Agreement, and except for matters which affect
generally the economy or the industry in which A+ Network and its subsidiaries
are engaged, as of the Closing Date, there has not occurred any change in the
business, properties, assets, liabilities, financial condition, cash flows,
operations, licenses, franchises or results of operations of A+ Network or its
subsidiaries which has a material adverse effect on A+ Network and its
subsidiaries, taken as a whole; and (iv) receipt by Metrocall of a certificate
from A+ Network attesting to compliance with the conditions set forth in clauses
(i), (ii) and (iii) above.

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TERMINATION

The Merger Agreement provides that it may be terminated prior to the
Effective Time, whether before or after shareholder approval, by the mutual
written consent of Metrocall and A+ Network. The Merger Agreement may also be
terminated prior to the Effective Time, whether before or after shareholder
approval, by either A+ Network or Metrocall (i) if any governmental entity has
issued an order, decree or ruling or taken any other action permanently
restraining, enjoining or otherwise prohibiting the transactions contemplated by
this Agreement and such order, decree, ruling or other action shall have become
final and non-appealable; or (ii) if the Merger has not occurred by November 15,
1996, except that if at November 16, 1996, the sole reason the Merger has not
occurred is the failure to obtain a final order permitting the consummation of
the Merger from the FCC, Metrocall may extend this date to February 16, 1997.

The Merger Agreement may also be terminated prior to the Effective Time,
whether before or after shareholder approval, by A+ Network (i) if Metrocall has
failed to perform and comply in all material respects with all material
obligations and agreements under the Merger Agreement and the Shareholders'
Agreement (and such failure has not been cured); or (ii) if the Merger Agreement
and the transactions contemplated thereby shall not have been approved and
adopted by the requisite vote of the holders of the capital stock of Metrocall;
or (iii) if the Board of Directors of Metrocall shall have (A) withdrawn or
modified or changed in any manner adverse to A+ Network its approval or
recommendation of the Merger Agreement or the Merger or (B) shall have failed to
recommend against an Acquisition Proposal involving a tender offer or failed to
reject any other Acquisition Proposal within ten business days of receipt by the
Board of Director of Metrocall of such proposal or shall have executed an
agreement in principle or definitive agreement relating to an Acquisition
Proposal or similar business combination with a person or entity other than A+
Network (or the Board of Directors of Metrocall resolves to do any of the
foregoing).

The Merger Agreement may also be terminated prior to the Effective Time,
whether before or after shareholder approval, by Metrocall (i) if, prior to the
Effective Time, the Board of Directors of A+ Network has (A) withdrawn, or
modified or changed in any manner adverse to Metrocall its approval or
recommendation of the Merger Agreement or the Merger or (B) has failed to
recommend against an Acquisition Proposal involving a tender offer or failed to
reject any other Acquisition Proposal within ten business days of receipt by the
Board of Directors of A+ Network of such proposal or has executed an agreement
relating to an Acquisition Proposal with a person or entity other than Metrocall
(or the Board of Directors of A+ Network resolves to do any of the foregoing);
(ii) if A+ Network has failed to perform and comply in all material respects
with all material obligations and agreements under the Merger Agreement (and
such failure has not been cured); or (iii) if the Merger Agreement and
transactions contemplated thereby shall not have been adopted by the requisite
vote of the holders of the capital stock of A+ Network, provided that all Shares
then owned by Metrocall are voted in favor of the such proposal.

TERMINATION FEES

The Merger Agreement provides that if, prior to the Effective Time, it is
terminated by Metrocall and (i) the Board of Directors of A+ Network has (A)
withdrawn, modified or changed in any manner adverse to Metrocall its approval
or recommendation of the Merger Agreement or the Merger or (B) has failed to
recommend against an Acquisition Proposal involving a tender offer or failed to
reject any other Acquisition Proposal within ten business days of receipt by the
Board of Directors of A+ Network of such proposal or has executed an agreement
in principle (or similar agreement) or definitive agreement relating to an
Acquisition Proposal or similar business combination with a person or entity
other than Metrocall (or the Board of Directors of A+ Network resolves to do any
of the foregoing) or (ii) the Merger Agreement and the transactions contemplated
thereby have not been adopted by the requisite vote of the holders of the
capital stock of A+ Network and Metrocall has voted all Shares owned by it in
favor of the Merger, then A+ Network will immediately pay to Metrocall a
termination fee equal to $10,000,000 in cash.

The Merger Agreement also provides that if, prior to the Effective Time, it
is terminated by A+ Network and (i) the Board of Directors of Metrocall has (A)
withdrawn, modified or changed in any manner adverse to A+ Network its approval
or recommendation of the Merger Agreement or the Merger or (B) has failed to

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<PAGE> 63

recommend against an Acquisition Proposal involving a tender offer or failed to
reject any other Acquisition Proposal within ten business days of receipt by the
Board of Directors of Metrocall of such proposal or has executed an agreement in
principle (or similar agreement) or definitive agreement relating to an
Acquisition Proposal or similar business combination with a person or entity
other than A+ Network (or the Board of Directors of Metrocall resolves to do any
of the foregoing) or (ii) the Merger Agreement and the transactions contemplated
thereby have not been adopted by the requisite vote of the holders of the
capital stock of Metrocall, then Metrocall will immediately pay to A+ Network a
termination fee equal to $10,000,000 in cash.

AMENDMENT AND MODIFICATION

The Merger Agreement provides that the Merger Agreement may be amended or
modified, whether before or after any vote of the shareholders of A+ Network and
Metrocall, except that after the approval of the Merger Agreement by the
shareholders of A+ Network, no such amendment or modification may change the
Conversion Ratio.

DESCRIPTION OF METROCALL SECURITIES

METROCALL CAPITAL STOCK

The authorized capital stock of Metrocall consists of 26,000,000 shares of
Metrocall Common Stock and 1,000,000 shares of preferred stock, par value $0.01
per share (the "Metrocall Preferred Stock"). If the Charter Amendment is
approved, the authorized capital stock of Metrocall will consist of 33,500,000
shares of Metrocall Common Stock and 1,000,000 shares of Metrocall Preferred
Stock. As of October 4, 1996, there were 16,060,117 shares of Metrocall Common
Stock and no shares of Preferred Stock outstanding.

The holders of Metrocall Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders. Holders
of Metrocall Common Stock have no cumulative voting rights and, except as
described below, no preemptive, subscription, redemption, sinking fund or
conversion rights. Subject to preferences that may be applicable to any then
outstanding Metrocall Preferred Stock, holders of Metrocall Common Stock are
entitled to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of Metrocall, holders of the Metrocall
Common Stock will be entitled to share ratably in all assets remaining after
payment of liabilities and the liquidation preference of any then outstanding
Metrocall Preferred Stock.

Metrocall's Amended and Restated Certificate of Incorporation authorizes
its Board of Directors to issue, from time to time and without further
stockholder action, one or more series of Metrocall Preferred Stock, and to fix
the relative rights and preferences of the shares, including voting powers,
dividend rights, liquidation preferences, redemption rights and conversion
privileges. As of the date of this Joint Proxy Statement/Prospectus, the Board
of Directors has not authorized any series of Metrocall Preferred Stock, and
there are no agreements or understandings for the issuance of any shares of
Metrocall Preferred Stock. Because of its broad discretion with respect to the
creation and issuance of Metrocall Preferred Stock without stockholder approval,
Metrocall's Board of Directors could adversely affect the voting power of the
holders of Metrocall Common Stock and, by issuing shares of Metrocall Preferred
Stock with certain voting, conversion and/or redemption rights, could discourage
any attempt to obtain control of Metrocall.

Under the Communications Act, not more than 20% of Metrocall's capital
stock may be owned of record by other than United States citizens or entities.
Metrocall's Amended and Restated Certificate of Incorporation authorizes its
Board of Directors to redeem any of Metrocall's outstanding capital stock to the
extent necessary to prevent the loss or secure the reinstatement of any license
or franchise from any governmental agency. Such stock may be redeemed at the
lesser of (i) fair market value or (ii) such holder's purchase price (if the
stock was purchased within one year of such redemption). Other than redemption
where necessary to protect Metrocall's regulatory licenses, there are no
redemption or sinking fund provisions applicable to the Metrocall Common Stock.

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Metrocall's Amended and Restated Certificate of Incorporation provides that
all actions taken by Metrocall stockholders must be taken at an annual or
special meeting of stockholders or by unanimous written consent. Metrocall's
Bylaws provide that special meetings of the stockholders may be called only by a
majority of the members of the Board of Directors, the Chairman or the holders
of not less than 35% of the voting stock of Metrocall. Stockholders are required
to comply with certain advance notice provisions with respect to any nominations
of candidates for election to Metrocall's Board of Directors or other proposals
submitted for stockholder vote. Metrocall's Amended and Restated Certificate of
Incorporation and Bylaws contain certain provisions requiring the affirmative
vote of the holders of at least two-thirds of the Metrocall Common Stock to
amend certain provisions of the Amended and Restated Certificate of
Incorporation and Bylaws.

Metrocall's Amended and Restated Certificate of Incorporation provides for
the division of the board of directors into three classes of directors serving
staggered three-year terms. The authorized number of directors may be changed
only by resolution of the Board of Directors, and directors may not be removed
without cause.

Provisions of Metrocall's Amended and Restated Certificate of Incorporation
and Bylaws could operate to delay, defer or prevent a change of control in the
event of certain transactions such as a tender offer, merger or sale or transfer
of substantially all of Metrocall's assets. These provisions, as described
below, are expected to discourage certain types of coercive takeover practices
and inadequate takeover bids and to encourage persons seeking to acquire control
of Metrocall first to negotiate with Metrocall. Metrocall believes that the
benefits of increased protection of Metrocall's potential ability to negotiate
with the proponent of an unfriendly or unsolicited proposal to acquire or
restructure Metrocall outweigh the disadvantages of discouraging such proposals
because, among other things, negotiating with respect to such proposals could
result in an improvement of their terms.

Metrocall is subject to the provisions of Section 203 of the Delaware Code
("Section 203"). Under Section 203, a resident domestic corporation may not
engage in a business combination with an interested stockholder for a period of
three years after the date such person became an interested stockholder, unless
(i) prior to such date the board of directors approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder, (ii) upon consummation of the transaction which resulted
in such person becoming an interested stockholder, the interested stockholder
owned at least 85% of the corporation's voting stock outstanding at the time the
transaction commenced (excluding for purposes of determining the number of
shares outstanding those shares owned by (x) persons who are directors and
officers and (y) employee stock plans, in certain instances), or (iii) on or
subsequent to such date the business combination is approved by the board of
directors and authorized by the affirmative vote of at least two-thirds of the
outstanding voting stock which is not owned by the interested stockholder.
Section 203 defines the term "business combination" to encompass a wide variety
of transactions with or caused by an interested stockholder in which the
interested stockholder receives or could receive a benefit on other than a pro
rata basis with other stockholders, including certain mergers, consolidations,
asset sales, transfers and other transactions resulting in a beneficial interest
to the interested stockholder. "Interested stockholder" means a person who owns
(or within three years prior, did own) 15% or more of the corporation's
outstanding voting stock, and the affiliates and associates of such person.

Metrocall's Amended and Restated Certificate of Incorporation authorizes
its Board of Directors, when considering a tender offer, merger or acquisition
proposal, to take into account factors in addition to potential economic
benefits to stockholders, including, but not limited to, (i) a comparison of the
proposed consideration to be received by the stockholders in relation to the
then current market price of the capital stock, the estimated current value of
Metrocall in a freely negotiated transaction and the estimated future value of
Metrocall as an independent entity, and (ii) the impact of such a transaction on
the subscribers, suppliers and employees of Metrocall, and its effect on the
communities in which Metrocall operates.

Metrocall's Amended and Restated Certificate of Incorporation prohibits
Metrocall from purchasing any shares of Metrocall's stock from any person,
entity or group that beneficially owns five percent or more of Metrocall's stock
at a price exceeding the average closing price for the 20 business days prior to
the purchase date, unless a majority of Metrocall's disinterested stockholders
approve the transaction, or as may be necessary to protect Metrocall's
regulatory licenses. This restriction on purchases by Metrocall does not apply

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to any offer to purchase shares of a class of Metrocall's stock which is made on
the same terms and conditions to all holders of that class of stock, to any
purchase of stock owned by such a five-percent stockholder occurring more than
two years after such stockholder's last acquisition of Metrocall's stock, to any
purchase of Metrocall's stock in accordance with the terms of any stock options
or employee benefit plan or to any purchase at prevailing market prices pursuant
to a stock purchase program.

METROCALL VCRS

As part of the Merger Consideration, shareholders of A+ Network will
receive indexed Variable Common Rights ("VCRs") equal to the number of shares of
Metrocall Common Stock they receive in the Merger. The principal terms of the
VCRs are as follows:

Payment at Maturity. Following the maturity of a VCR, the holder of such
VCR (the "VCR Holder") will have the right to receive the amount ("VCR Payment
Amount"), if any, by which the Target Price exceeds the greater of the Current
Market Value and the Minimum Price (each as defined below). The VCRs shall
mature on the Maturity Date unless otherwise extended to the Extended Maturity
Date (as defined below). The VCR Payment Amount will accordingly be zero if
either the Current Market Value or the Minimum Price exceeds the Target Price.

Maturity Date; Extended Maturity Date. The Maturity Date will be the date
that is the first anniversary of the Effective Time, provided, however, that
Metrocall, at its option, may extend the Maturity Date to the second anniversary
of the Effective Time (the "Extended Maturity Date"). Metrocall shall exercise
such option to extend by publishing notice of such exercise in The Wall Street
Journal (Eastern Edition), or if The Wall Street Journal is not then published,
such other newspaper with general circulation in the City of New York, New York
no later than one business day preceding the Maturity Date, as the case may be.

Form of Payment. Metrocall, at its option, may pay the VCR Payment Amount
in cash or that number of Metrocall Shares equal to the VCR Payment Amount
divided by the Current Market Value as defined below; except that, if an Event
of Default (as defined below) has occurred and is continuing, Metrocall must pay
the Default Amount (as defined below) in cash or shares of Metrocall Preferred
Stock having a liquidation preference over Metrocall Common Stock in an amount
equal to the Default Amount. See "Metrocall Preferred Stock," below. If
Metrocall elects to pay the VCR Payment Amount in the form of Metrocall Shares
rather than cash, and if the number of shares of Metrocall Common Stock that is
authorized by Metrocall's certificate of incorporation but not outstanding or
reserved for issuance for purposes other than payment of amounts due in payment
of the VCRs is not sufficient to permit the payment in shares of Metrocall
Common Stock, Metrocall may, in lieu of paying in cash or shares of Metrocall
Common Stock, pay amounts due in payment of the VCRs in shares of Metrocall
Preferred Stock, with each holder of a VCR receiving a fraction of a share of
Metrocall Preferred Stock for each share of Metrocall Common Stock that would
have been issued. Except as noted above, each fraction of a share of Metrocall
Preferred Stock will have liquidation, dividend and voting rights equivalent to
a share of Metrocall Common Stock, and Metrocall will have the right to convert
each fraction of a share of Metrocall Preferred Stock into one share of
Metrocall Common Stock upon notice to holders. See "Metrocall Preferred Stock"
below. Other than in the case of interest on the Default Amount (as defined
below), no interest shall accrue on any VCR Payment Amount.

Target Price. "Target Price" means (i) at the Maturity Date, $21.10
multiplied by the lesser of 1.0 and the "Index Factor", as hereinafter defined,
and (ii) at the Extended Maturity Date, $25.10 multiplied by the lesser of 1.0
and the Index Factor. In each case, such Target Prices shall also be adjusted
upon the occurrence of any event described in the section entitled
"Antidilution" set forth below.

Current Market Value. "Current Market Value" means, with respect to the
Maturity Date or the Extended Maturity Date, the median of the averages of the
closing bid prices on the NNM (or such other exchange on which such shares are
then listed) of shares of Metrocall Common Stock during each 20 consecutive
trading day period that both begins and ends in the Valuation Period. "Valuation
Period" means the 60 trading day period immediately preceding (and including)
the Maturity Date or the Extended Maturity Date, as the case may be.

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Minimum Price. "Minimum Price" means (i) at the Maturity Date, $16.10, and
(ii) at the Extended Maturity Date, $18.10 in each case subject to adjustment
upon the occurrence of any event described in the section entitled
"Antidilution" set forth below. The Minimum Price will not be adjusted by the
Index Factor. Accordingly, the Target Price may decrease below the Minimum Price
as a result of adjustments to the Target Price based on the Index Factor.

Index Factor. The Index Factor equals the relevant Ending Period
Comparable Paging Company Index (the Index Factor numerator) divided by the
initial Comparable Paging Company Index (the Index Factor denominator). The
Comparable Paging Company Index shall consist of the stocks of Arch
Communications Group, Inc., MobilMedia Communications, Inc., and ProNet, Inc.,
or each's successors. The initial Comparable Paging Company Index is $24.604
which is the median of the simple arithmetic average of closing bid prices of
the index group for the 20 trading days preceding May 14, 1996. The Ending
Period Comparable Company Paging Index shall be the median of the simple
arithmetic average of closing bid prices of the index group during each 20
consecutive trading day period that both begins and ends in the relevant
Valuation Periods preceding the Maturity Date, Extended Maturity Date, or
Disposition Date, as the case may be. Thus, for example, if the Maturity Date
were September 30, 1996, the Ending Period Comparable Paging Company Index would
be $10.356, the Index Factor would have been .421, and the Target Price would
have been $8.881. Because the Target Price (as adjusted) would have been less
than the Minimum Price ($16.10), no payment would have been made on the VCRs. In
each case, such adjustments shall be made, as appropriate, for each company's
stock prices that is included in the Comparable Paging Company Index, upon the
occurrence of any event similar to that described in the "Antidilution" section
below.

Early Termination. If the closing bid prices of the Metrocall Common Stock
exceed (i) $21.10 for any 50 calendar day period prior to the Maturity Date, or
(ii) $25.10 for any 50 calendar day period between the Maturity Date and the
Extended Maturity Date, then the VCRs shall immediately expire and be of no
further force and effect.

Disposition Payment. Following the consummation of (a) a merger,
consolidation or other business combination involving Metrocall as a result of
which no shares of Common Stock shall remain outstanding, (b) a sale, transfer
or other disposition, in one or a series of transactions, of all or
substantially all of the assets of Metrocall or (c) a reclassification of Common
Stock as any other capital stock of Metrocall or any other person (a
"Disposition"), Metrocall shall pay to each VCR holder for each VCR held by such
VCR holder an amount, if any, by which the Discounted Target Price (as defined
below) exceeds the greater of the fair market value (as determined by an
independent nationally recognized investment banking firm) of the consideration,
if any, received by holders of Common Stock for each share of Common Stock held
by such holder as a result of such Disposition and the Minimum Price.

Acceleration Upon Event of Default. If an Event of Default (as defined
below) occurs and is continuing, either the rights agent for the VCRs (the
"Rights Agent") or VCR holders holding at least 25% of the outstanding VCRs, by
notice to Metrocall (and to the Rights Agent if given by VCR holders), may
declare the VCRs to be due and payable, and upon any such declaration, the
Default Amount shall become due and payable and, thereafter, shall bear interest
at an interest rate of 12% per annum until payment is made to the Rights Agent.
"Default Amount" means the amount, if any, by which the Discounted Target Price
exceeds the Minimum Price. "Event of Default", with respect to the VCRs, means
any of the following which shall have occurred and be continuing; (a) default in
the payment of all or any part of the amounts payable in respect of any of the
VCRs as and when the same shall become due and payable following the Maturity
Date or the Extended Maturity Date, the Disposition Payment Date or otherwise;
(b) material default in the performance, or material breach, of any material
covenant or warranty of Metrocall under the VCR Agreement, and continuance of
such material default or breach for a period of 98 days after written notice has
been given to Metrocall by the Rights Agent or to Metrocall and the Rights Agent
by VCR holders holding at least 25% of the outstanding VCRs; or (c) certain
events of bankruptcy, insolvency, reorganization or other similar events in
respect of Metrocall.

Discounted Target Price. "Discounted Target Price" means (a) if a
Disposition or an Event of Default shall occur prior to the Maturity Date,
$21.10 multiplied by the lesser of 1.0 and the Index Factor, discounted

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to the Disposition Payment Date (as defined below) or the Default Payment Date
(as defined below), as the case may be, at a per annum rate of 8%; or (b) if a
Disposition or an Event of Default shall occur after the Maturity Date but prior
to the Extended Maturity Date, $25.10 multiplied by the lesser of 1.0 and the
Index Factor discounted to the date of the Disposition Payment Date or Default
Payment Date, as the case may be, at a per annum rate of 8%. In each case, the
Discounted Target Price and the Minimum Price shall be adjusted upon the
occurrence of any event described in the section entitled "Antidilution" set
forth below. "Disposition Payment Date", with respect to a Disposition, means
the date established by Metrocall for payment of the amount due on the VCRs in
respect of such Disposition, which in no event shall be more than 38 days after
the date on which such Disposition was consummated. "Default Payment Date" means
the date on which the VCRs become due and payable upon the declaration thereof
following an Event of Default.

Antidilution. If Metrocall shall in any manner subdivide (by stock split,
stock dividend or otherwise) or combine (by reverse stock split or otherwise)
the number of outstanding shares of Metrocall Common Stock, Metrocall shall
correspondingly subdivide or combine the VCRs and shall proportionally decrease
the Target Price, the Minimum Price and the Discounted Target Price in the case
of a subdivision or increase such prices in the case of a combination.

Trading. None of Metrocall or any of its affiliates will be permitted to
trade in shares of Common Stock during the period commencing 18 trading days
before the Valuation Period and ending on the last day of the Valuation Period,
except with respect to employee benefit plans and other incentive compensation
arrangements.

Transferability. The VCRs will be certificated, will be freely tradeable
and will trade separately from Metrocall Common Stock. Metrocall does not intend
to seek to list the VCRs on any exchange or NNM, and there can be no assurance
that any public trading market for the VCRs will develop or continue after the
Merger.

Dividends. If any dividends are paid on the Metrocall Common Stock prior
to the Maturity Date or the Extended Maturity Date, as applicable, the holders
of the VCRs shall have no right to receive any such dividends.

VCR Agreement. The VCRs will be issued under a Variable Common Rights
Agreement (the "VCR Agreement") by and between Metrocall and First Union
National Bank of Virginia, as Rights Agent (the "Rights Agent"). The VCR
Agreement is qualified under the Trust Indenture Act of 1939, as in effect on
the date of the VCR Agreement (the "Trust Indenture Act"). Pursuant to the VCR
Agreement, VCR Certificates will be issued in registered form and authenticated
and delivered by the Rights Agent. Transfers and exchanges of the VCRs will be
made by presenting the VCR Certificate in the name of the transferor to the
Rights Agent, in its capacity as Security Registrar. The Rights Agent shall then
authenticate and deliver one or more new VCR Certificates in the name of the
designated transferee or transferees. Payment on the VCRs at the Maturity Date,
the Extended Maturity Date, the Default Payment Date or the Disposition Payment
Date, as the case may be, shall be made only upon presentation of a VCR
Certificate by the holder thereof at the office of the Rights Agent in New York,
New York.

The Rights Agent has certain duties and responsibilities with respect to
the holders of the VCRs (the "Holders"). For instance, if an Event of Default
occurs and is continuing, the Rights Agent must give notice of such Event of
Default to all Holders whose names appear in the security register; except that
the Rights Agent may withhold such notice so long as there is no default in
payment of the VCRs and the Rights Agent determines in good faith that
withholding such notice is in the interest of the Holders. In addition, the
Rights Agent will distribute to Holders (i) summaries of reports provided to the
Rights Agent by Metrocall and (ii) certain other reports required by the Trust
Indenture Act.

In addition to providing annual and other reports to the Rights Agent,
Metrocall must also deliver to the Rights Agent, within 120 days after the end
of each fiscal year, a certificate of Metrocall's Chief Executive Officer or
Chief Financial Officer stating that all conditions and covenants provided for
in the VCR Agreement have been complied with. A similar certificate and an
opinion of counsel stating that any

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conditions precedent have been complied with must be delivered to the Rights
Agent if Metrocall requests that the Rights Agent take any action under the VCR
Agreement.

METROCALL PREFERRED STOCK

The Metrocall Preferred Stock that may be issued on payment of VCRs if
there are insufficient shares of Metrocall Common Stock authorized to use
Metrocall Common Stock to make payment on the VCRs, or upon an Event of Default,
would be issued pursuant to a certificate of designation and preferences to be
adopted by the Board of Directors of Metrocall if Metrocall determines to make
payments in the form of Metrocall Preferred Stock instead of cash. The Board of
Directors of Metrocall will determine what fraction of a share of Metrocall
Preferred Stock (a "Fractional Share") will have the rights set forth below
based on the number of shares of preferred stock authorized by Metrocall's
Amended and Restated Certificate of Incorporation and unissued at the time
payment on the VCRs is required. Pursuant to the terms of the VCR Agreement,
each Fractional Share of Metrocall Preferred Stock will have the rights set
forth below.

Liquidation Distribution upon Dissolution. Each Fractional Share shall
share pro rata with all other Fractional Shares and shares of Metrocall Common
Stock in all liquidating distributions upon dissolution following distributions
to all other classes or series of Preferred Stock issued by Metrocall, whether
such other shares are issued and outstanding at the time of the issuance of
Fractional Shares of Metrocall Preferred Stock or issued thereafter; provided,
however, that if an Event of Default has occurred and is continuing at the time
of issuance, each Fractional Share shall have a preference over shares of
Metrocall Common Stock in an amount equal to the VCR Payment Amount.

Dividends. Each Fractional Share shall be entitled to receive any dividend
declared by the Board of Directors with respect to a share of Metrocall Common
Stock. No other dividends will be paid with respect to the Fractional Shares of
Metrocall Preferred Stock.

Voting. Each Fractional Share shall have one vote on all matters on which
shares of Metrocall Common Stock have a vote and shares of Metrocall Common
Stock and Metrocall Preferred Stock will vote together as a single class.
Fractional Shares of Metrocall Preferred Stock will have no other voting rights
except as required by law.

Conversion. Metrocall may at any time convert each Fractional Share of
Metrocall Preferred Stock into one share of Metrocall Common Stock by notice of
such conversion to the record holders of the Fractional Shares of Metrocall
Preferred Stock; provided, however, that if an Event of Default has occurred and
is continuing at the time of issuance, the Company may not convert a Fractional
Share without the consent of the holder of the Fractional Share.

Adjustments. The terms of the Metrocall Preferred Stock shall be adjusted
whenever there is a split or combination of shares of Metrocall Common Stock, so
that each Fractional Share of Metrocall Preferred Stock will have the same
rights in relation to a share of Metrocall Common Stock as at the time of
issuance of the Fractional Share of Metrocall Preferred Stock.

COMPARATIVE RIGHTS OF METROCALL STOCKHOLDERS
AND A+ NETWORK SHAREHOLDERS

If the Merger is approved, A+ Network shareholders, whose rights are
currently governed by Tennessee corporate law and the Amended and Restated
Charter and Amended and Restated Bylaws of A+ Network (the "A+ Network Charter"
and "A+ Network Bylaws," respectively), will become stockholders of Metrocall, a
Delaware corporation. Accordingly, immediately after the consummation of the
Merger, their rights will be governed by Delaware corporate law and the Amended
and Restated Certificate of Incorporation and Bylaws of Metrocall (the
"Metrocall Certificate" and "Metrocall Bylaws," respectively).

Certain differences in stockholder rights arise from differences in the A+
Network Charter and the A+ Network Bylaws and the Metrocall Certificate and the
Metrocall Bylaws as well as differences in the corporate laws of Tennessee and
Delaware. The following discussion is a summary of the significant

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differences in stockholder rights, but is not intended to be a complete
statement of all differences and is qualified in its entirety by reference to
the applicable state laws and the respective corporate documents of A+ Network
and Metrocall.

BOARD OF DIRECTORS

The Metrocall Bylaws provide for a variable number of directors between
three and 11, with the number currently fixed by the Board of Directors at nine.
The members of Metrocall's Board of Directors are divided into three classes,
with the three-year term of each class expiring in a different year.

The A+ Network Bylaws provide that the business affairs of A+ Network are
to be managed by a Board of Directors, consisting of not less than three nor
more than 25 persons as determined from time to time by the Board of Directors.
The number of directors of A+ Network is currently set at 10. The members of A+
Network's Board of Directors are divided into three classes, with the three-year
term of each class expiring in a different year.

REMOVAL OF DIRECTORS

Directors of Metrocall may be removed only for cause and only at a special
meeting called for such purpose and upon the vote of 66 2/3% of the total number
of votes of the then outstanding shares of stock of Metrocall entitled to vote
generally in the election of directors.

The A+ Network Charter allows a director of A+ Network to be removed
without cause only by the affirmative vote of the holders of 75% or more of the
outstanding shares entitled to vote. A director may be removed for cause by the
affirmative vote of a majority of the entire Board of Directors.

INDEMNIFICATION AND LIMITATIONS ON MANAGEMENT'S LIABILITY

Under Delaware law, a corporation has the power to indemnify any agent
against expenses, judgments, fines and settlements incurred in a proceeding,
other than an action by or in the right of the corporation, if the person acted
in good faith and in a manner that the person reasonably believed to be in the
best interests of the corporation or not opposed to the best interests of the
corporation, and, in the case of a criminal proceeding, had no reason to believe
the conduct of the persons was unlawful. In the case of an action by or in the
right of the corporation, the corporation has the power to indemnify any agent
against expenses incurred in defending or settling the action if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation; provided, however, that no
indemnification may be made when a person is adjudged liable to the corporation,
unless a court determines such person is entitled to indemnity for expenses, and
then such indemnification may be made only to the extent that such court shall
determine. Delaware law requires that to the extent an agent of a corporation is
successful on the merits or otherwise in defense of any third-party or
derivative proceeding, or in defense of any claim, or matter therein, the
corporation must indemnify the agent against expenses incurred in connection
therewith.

Under Delaware law, a corporation may adopt a provision in its certificate
of incorporation eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that such provision may not eliminate or
limit director monetary liability for: (i) breaches of the director's duty of
loyalty to the corporation or its stockholders; (ii) acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law;
(iii) the payment of unlawful dividends or unlawful stock repurchases or
redemptions; or (iv) transactions in which the director received an improper
personal benefit.

The Metrocall Certificate contains a provision mirroring the Delaware law
provisions described above.

The A+ Network Charter provides that directors of A+ Network shall not be
personally liable to A+ Network or its stockholders for monetary damages for any
breach of fiduciary duty by such director as a director. A director shall be
liable to the extent provided by applicable law for breach of the director's
duty of loyalty to A+ Network or its stockholders, for acts or omissions not in
good faith or which involve intentional

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misconduct, or for liability pursuant to the Tennessee Business Corporation Act
relating to unlawful distributions.

The A+ Network Charter provides that A+ Network will indemnify, and upon
request shall advance expenses to, any director or officer who was, or is a
party to, or is threatened to be made a party to, any action because such person
is or was a director or officer of A+ Network. This indemnification is subject
to the limitations stated above.

A+ Network has entered into indemnity agreements with its directors and
executive officers, providing for indemnification and advancement of expenses.
The indemnity agreements provide for certain limitations on indemnification
including the limitations stated above.

SHAREHOLDER PROPOSALS

Stockholders of Metrocall are required to comply with certain advance
notice provisions with respect to any nominations by stockholders of candidates
for election to Metrocall's Board of Directors or other proposals submitted by
stockholders for stockholder vote. Neither the A+ Network Charter nor the A+
Network Bylaws include similar requirements with respect to nomination by
shareholders of candidates for election to A+ Network's Board of Directors or
other proposals submitted by shareholders for shareholder vote.

RIGHTS OF STOCKHOLDERS TO CALL SPECIAL MEETINGS

Special meetings of stockholders of Metrocall may be called by either (a)
the chairman, (b) a majority of directors, or (c) stockholders holding not less
than 35% of the total number of votes of the then outstanding shares of stock of
Metrocall entitled to vote generally in the election of directors. Special
meetings of the stockholders of A+ Network may be called only by the A+ Network
Board of Directors or the holders of not less than 10% of all shares entitled to
vote at the meeting.

CHANGE OF CONTROL

Delaware law and the Metrocall Certificate contain provisions (described
under "RISK FACTORS -- Anti-Takeover and Other Provisions" and "DESCRIPTION OF
METROCALL SECURITIES -- Metrocall Capital Stock") that could operate to delay,
defer or prevent a change of control of the Surviving Corporation including
Delaware's business combination statute and provisions in the Metrocall
Certificate permitting the Board to consider factors in addition to potential
economic benefit to stockholders in connection with business combinations and
provisions limiting the repurchase of shares acquired by certain persons who
hold five percent or more of the capital stock of Metrocall. The Metrocall
Certificate also requires a two-thirds majority to amend these provisions of the
Metrocall Certificate.

The Tennessee Business Combination Act (the "Combination Act") provides
that any corporation to which the Combination Act applies, including A+ Network,
shall not engage in any "business combination", as defined in the Combination
Act, with an "interested stockholder" for a period of five years following the
date that such stockholder became an interested stockholder unless, prior to
such date, the board of directors of the corporation approved either the
business combination or the transaction which resulted in the stockholder
becoming an interested stockholder.

"Interested stockholder" is defined in the Combination Act as any person
that is (a) the beneficial owner of 10% or more of the voting power of any class
or series of stock of the corporation or (b) is an affiliate and at any time
within the five-year period immediately prior to the date in question was the
beneficial owner of 10% or more of the voting power of any class or series of
stock of the corporation.

The Tennessee Control Share Acquisition Act (the "Acquisition Act")
prohibits certain stockholders from exercising in excess of 20% of the voting
power in a corporation acquired in a "control share acquisition", as defined in
the Acquisition Act, unless such voting rights have been previously approved by
the disinterested stockholders of the corporation. The Acquisition Act does not
apply to A+ Network presently, because A+ Network has not elected to be covered
by such act. No assurance can be given that such an election, which must be
expressed in the form of a charter or bylaw provision, will be made by A+
Network.

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The Tennessee Greenmail Act prohibits A+ Network from purchasing or
agreeing to purchase any of its securities at a price in excess of fair market
value from a holder of 3% or more of any class of such securities who has
beneficially owned such securities for less than two years, unless such purchase
has been approved by the affirmative vote of a majority of the outstanding
shares of each class of voting stock issued by A+ Network or A+ Network makes an
offer of at least equal value per share to all holders of shares of such class.

The A+ Network Charter contains several provisions which make a change of
control of A+ Network difficult to accomplish without the approval of the Board
of Directors of A+ Network. The A+ Network Charter provides that the affirmative
vote of the holders of not less than 75% of the outstanding shares of voting
stock of A+ Network is required to approve a merger or consolidation of A+
Network with, or a sale or lease of all or substantially all of the assets of A+
Network to, any person or entity, unless the Board of Directors of A+ Network
recommends such transaction. Amendment of these and certain other provisions of
the A+ Charter require approval at least 75% of the voting stock, voting
together as a single class.

SHARE PURCHASE RIGHTS PLAN

In February 1995, the Board of Directors of A+ Network declared a dividend
distribution of one right (a "Right") for each share of A+ Network Common Stock.
Each Right entitles the holder to purchase from A+ Network one one-hundredth of
a share of Series A Junior Participating Preferred Stock at a price of $75 per
one one-hundredth of a share. Initially, the Rights will not be exercisable, but
will become exercisable upon the acquisition by any person of, or the
announcement of the intention of any person to commence a tender or exchange
offer upon the successful consummation of which such person would be the
beneficial owner of, 15% or more of the shares of A+ Network Common Stock then
outstanding, without the prior approval of A+ Network's Board of Directors. The
Rights are generally designed to deter coercive takeover tactics and to
encourage all persons interested in potentially acquiring control of A+ Network
to treat each stockholder on a fair and equal basis.

Metrocall does not currently have any similar plan in place.

LIMIT ON SHARE OWNERSHIP

Under the Communications Act, not more than 20% of Metrocall's capital
stock may be owned of record by other than United States citizens or entities.
The Metrocall Certificate authorizes the Board of Directors to redeem any of
Metrocall's capital stock to the extent necessary to prevent the loss or secure
the reinstatement of any license or franchise from any governmental agency. Such
stock may be redeemed at the lesser of (i) fair market value or (ii) such
holder's purchase price (if the stock was purchased within one year of such
redemption). The A+ Network Charter contains no such limitation on share
ownership.

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PRO FORMA CONDENSED COMBINED FINANCIAL DATA
(UNAUDITED)

The following unaudited pro forma condensed combined balance sheet under
the heading "Pro Forma Metrocall" gives effect to (a) the Parkway Acquisition
for cash of approximately $25.0 million, direct acquisition costs of
approximately $600,000 and the assumption of approximately $3.2 million in
long-term obligations, and (b) the Satellite Acquisition for cash of
approximately $17.0 million, approximately 1.6 million shares of Metrocall
Common Stock valued at approximately $11 million and direct acquisition costs of
approximately $300,000 as if each had occurred on June 30, 1996. The pro forma
condensed combined balance sheet under the heading "Pro Forma Combined Company"
gives effect to the acquisition of the remaining equity holdings of A+ Network
for approximately 9,042,000 shares of Metrocall Common Stock, an equal number of
VCRs, expected direct acquisition costs of approximately $6.7 million and the
assumption of $125 million of A+ Network debt as if the acquisition had occurred
on June 30, 1996. The pro forma condensed combined balance sheet under the
heading "Pro Forma Combined Company" also gives effect to the proposed issuance
of $35 million liquidation value of Series A Convertible Preferred Stock so that
Metrocall may obtain the debt financing necessary to consummate the acquisition
of A+ Network. There can be no assurance that Metrocall will be successful in
raising the equity capital it seeks to raise on acceptable terms. The unaudited
pro forma condensed combined balance sheet under the heading "Pro Forma Combined
Company and Page America" also gives effect to the Page America Acquisition for
cash of approximately $55 million, approximately 782,000 shares of Metrocall
Common Stock and expected direct acquisition costs of approximately $1.2 million
as if the acquisition had occurred on June 30, 1996. The Page America
Acquisition is subject to adjustment based upon the financial performance prior
to closing. In the accompanying pro forma statements, these adjustments are
estimated based upon financial performance for the six month period ended June
30, 1996. Accordingly, the actual cash and stock consideration to be issued by
Metrocall could differ.

The unaudited pro forma condensed combined statements of operations for the
six month period ended June 30, 1996 and for the year ended December 31, 1995
give effect to (a) the Parkway and Satellite Acquisitions under the heading "Pro
Forma Metrocall" and (b) the Merger and the merger of Network Paging Corporation
into A+ Communications, Inc. on October 24, 1995 under the heading "Pro Forma
Combined Company" together with the proposed issuance of $35 million of Series A
Convertible Preferred Stock as described above and (c) the pending acquisition
of Page America under the heading "Pro Forma Combined Company and Page America"
as if each had occurred on January 1, 1995.

Each of the recent and pending acquisitions will be accounted for by the
purchase method of accounting. The purchase prices have been allocated on a
preliminary basis to the assets to be acquired based upon the estimated value of
such assets. The final allocation of intangible assets will be based upon
appraised values.

This information should be read in conjunction with the notes included
herein and the Parkway Financial Statements, Satellite Financial Statements, A+
Network Consolidated Financial Statements, and Page America Financial Statements
included herewith. The unaudited pro forma condensed combined financial data do
not purport to represent what the Surviving Corporation's results of operations
or financial position actually would have been had such transactions and events
occurred on the dates specified, or to project the Surviving Corporation's
results of operations or financial position for any future period or date. The
pro forma adjustments are based upon available information and certain
adjustments that management of Metrocall believes are reasonable. In the opinion
of management of Metrocall, all adjustments have been made that are necessary to
present the unaudited pro forma condensed combined data.

59
<PAGE> 73

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 1996
(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
HISTORICAL
------------------------------------ PRO FORMA PRO FORMA
METROCALL PARKWAY(A) SATELLITE ADJUSTMENTS METROCALL
--------- ---------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Current assets:
Cash, cash equivalents and short
term investments................ $ 49,377 $ 267 $ 990 $ -- $ 50,634
Accounts receivable, net.......... 10,788 971 548 -- 12,307
Inventory......................... -- 660 423 (1,083)(B) --
Prepaid expenses and other current
assets.......................... 2,021 196 31 (106)(C) 2,142
-------- ------ ------- ------- --------
Total current assets........ 62,186 2,094 1,992 (1,189) 65,083
Furniture and equipment, net....... 93,375 2,902 1,699 1,083 (B) 99,059
Intangibles, net................... 192,248 4 62 61,048 (D) 253,362
Equity investment in
A+ Network, Inc................... 26,759 -- -- -- 26,759
Other assets....................... 312 74 60 (21)(C) 425
-------- ------ ------- ------- --------
Total Assets................ $374,880 $5,074 $ 3,813 $60,921 $444,688
======== ====== ======= ======= ========

<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C> <C> <C>
Current liabilities:
Current maturities of long-term
obligations..................... $ 271 $2,367 $ 136 $(2,503)(E) $ 271
Accounts payable and accrued
expenses........................ 17,457 54 489 418 (F) 18,418
Obligation under tender offer..... 45,165 -- -- -- 45,165
Deferred revenues and subscriber
deposits........................ 2,759 1,193 889 43 (G) 4,884
Other current liabilities......... 7,001 -- 534 (534)(G) 7,001
-------- ------ ------- ------- --------
Total current liabilities... 72,653 3,614 2,048 (2,576) 75,739
Capital lease obligation........... 2,745 380 -- (380)(E) 2,745
Long-term obligations.............. 150,918 489 11,272 33,937 (H) 196,616
Deferred income taxes.............. 11,471 -- -- 10,048 (I) 21,519
Minority interest.................. 500 -- -- -- 500
-------- ------ ------- ------- --------
Total liabilities........... 238,287 4,483 13,320 41,029 297,119
Total stockholders' equity
(deficit)......................... 136,593 591 (9,507) 19,892 (J) 147,569
-------- ------ ------- ------- --------
Total liabilities and
stockholders' equity (deficit).... $374,880 $5,074 $ 3,813 $60,921 $444,688
======== ====== ======= ======= ========

<CAPTION>
ASSETS
COMBINED
PRO FORMA HISTORICAL COMPANY AND
A+ PRO FORMA COMBINED PAGE PRO FORMA PAGE
NETWORK ADJUSTMENTS COMPANY AMERICA ADJUSTMENTS AMERICA
--------- ----------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash, cash equivalents and short
term investments................$ 26,334 $ (45,165)(K) $ 31,803 $ -- $ (30,000)(K) $ 1,803
Accounts receivable, net.......... 8,439 -- 20,746 858 -- 21,604
Inventory......................... 6,387 (6,387)(B) -- -- -- --
Prepaid expenses and other current
assets.......................... 3,716 -- 5,858 540 -- 6,398
-------- --------- -------- -------- --------- ---------
Total current assets........ 44,876 (51,552) 58,407 1,398 (30,000) 29,805
Furniture and equipment, net....... 63,527 6,387 (B) 168,973 6,872 -- 175,845
Intangibles, net................... 99,963 94,326 (D) 447,651 32,960 24,919(D) 505,530
Equity investment in
A+ Network, Inc................... -- (26,759)(D) -- -- -- --
Other assets....................... -- -- 425 310 -- 735
-------- --------- -------- -------- --------- ---------
Total Assets................$208,366 $ 22,402 $675,456 $ 41,540 $ (5,081) $ 711,915
======== ========= ======== ======== ========= =========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C> <C> <C> <C>
Current liabilities:
Current maturities of long-term
obligations.....................$ -- $ -- $ 271 $ -- $ -- $ 271
Accounts payable and accrued
expenses........................ 8,860 6,725 (F) 34,003 3,715 1,194(F) 38,912
Obligation under tender offer..... -- (45,165)(K) -- -- -- --
Deferred revenues and subscriber
deposits........................ 7,224 -- 12,108 1,855 -- 13,963
Other current liabilities......... -- -- 7,001 -- -- 7,001
-------- --------- -------- -------- --------- ---------
Total current liabilities... 16,084 (38,440) 53,383 5,570 1,194 60,147
Capital lease obligation........... -- -- 2,745 -- -- 2,745
Long-term obligations.............. 124,776 (35,000)(H) 286,392 -- 25,000(H) 311,392
Deferred income taxes.............. 818 73,276 (I) 95,613 -- -- 95,613
Minority interest.................. -- -- 500 -- -- 500
-------- --------- -------- -------- --------- ---------
Total liabilities........... 141,678 (164) 438,633 5,570 26,194 470,397
Total stockholders' equity
(deficit)......................... 66,688 22,566 (J) 236,823 35,970 (31,275)(J) 241,518
-------- --------- -------- -------- --------- ---------
Total liabilities and
stockholders' equity (deficit)....$208,366 $ 22,402 $675,456 $ 41,540 $ (5,081) $ 711,915
======== ========= ======== ======== ========= =========
</TABLE>

60
<PAGE> 74

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
HISTORICAL PRO
-------------------------------- PRO FORMA FORMA PRO FORMA PRO FORMA
METROCALL PARKWAY(A) SATELLITE ADJUSTMENTS METROCALL A+ NETWORK(L) ADJUSTMENTS
-------- ---------- --------- ----------- -------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Service, rent & maintenance
revenue............................$ 92,160 $ 7,403 $10,723 $ -- $110,286 $ 77,698 $ --
Product sales....................... 18,699 2,344 1,369 -- 22,412 8,345 --
-------- -------- ------- ------- -------- --------- ---------
Total revenues............... 110,859 9,747 12,092 -- 132,698 86,043 --
Net book value of products sold..... (15,527) (2,262) (1,557) -- (19,346) (11,944) --
-------- -------- ------- ------- -------- --------- ---------
95,332 7,485 10,535 -- 113,352 74,099 --
Service, rent & maintenance
expense............................ 27,258 2,330 3,918 -- 33,506 16,758 --
Selling, marketing, general and
administrative..................... 40,303 3,655 4,281 (689)(M) 47,550 45,872 --
Depreciation & amortization......... 31,504 1,153 1,064 3,502 (N) 37,223 25,052 18,728 (N)
Other............................... 2,050 -- 404 -- 2,454 -- --
-------- -------- ------- ------- -------- --------- ---------
Total operating expenses..... 101,115 7,138 9,667 2,813 120,733 87,682 18,728
-------- -------- ------- ------- -------- --------- ---------
(Loss) Income from operations....... (5,783) 347 868 (2,813) (7,381) (13,583) (18,728)
Interest expense and other, net..... (10,522) (477) (740) (1,843)(O) (13,582) (14,589) (2,272)(O)
-------- -------- ------- ------- -------- --------- ---------
Net (loss) income before
taxes....................... (16,305) (130) 128 (4,656) (20,963) (28,172) (21,000)
Benefit (provision) for taxes....... 595 43 -- 810 (P) 1,448 -- 4,594 (P)
-------- -------- ------- ------- -------- --------- ---------
Net (loss) income before
extraordinary item.......... (15,710) (87) 128 (3,846) (19,515) (28,172) (16,406)
Extraordinary item.................. (4,392) -- 5,928 -- 1,536 (607) --
-------- -------- ------- ------- -------- --------- ---------
Net (loss) income............ (20,102) (87) 6,056 (3,846) (17,979) (28,779) (16,406)
Preferred dividends................. -- -- -- -- -- -- (2,800)(Q)
-------- -------- ------- ------- -------- --------- ---------
Loss attributable to common
stockholders.......................$(20,102) $ (87) $ 6,056 $(3,846) $(17,979) $ (28,779) $ (19,206)
======== ======== ======= ======= ======== ========= =========
Net loss from continuing operations
attributable to common
stockholders.......................$ (1.34) $ (1.48)
Extraordinary item, net of income
tax benefit........................ (0.38) 0.12
-------- --------
Net loss per share attributable to
common stockholders................$ (1.72) $ (1.36)
Shares used in computing net loss
per share.......................... 11,668 13,222 (R)
======== ========

<CAPTION>
PRO
FORMA COMBINED
COMBINED HISTORICAL PRO FORMA COMPANY AND
COMPANY PAGE AMERICA ADJUSTMENTS PAGE AMERICA
-------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Service, rent & maintenance
revenue............................ $187,984 $ 22,387 $ -- $210,371
Product sales....................... 30,757 2,330 -- 33,087
-------- -------- ------- --------
Total revenues............... 218,741 24,717 -- 243,458
Net book value of products sold..... (31,290) (1,481) -- (32,771)
-------- -------- ------- --------
187,451 23,236 -- 210,687
Service, rent & maintenance
expense............................ 50,264 5,538 -- 55,802
Selling, marketing, general and
administrative..................... 93,422 12,359 -- 105,781
Depreciation & amortization......... 81,003 6,747 4,136 (N) 91,886
Other............................... 2,454 -- -- 2,454
-------- -------- ------- --------
Total operating expenses..... 227,143 24,644 4,136 255,923
-------- -------- ------- --------
(Loss) Income from operations....... (39,692) (1,408) (4,136) (45,236)
Interest expense and other, net..... (30,443) (137) (2,188)(O) (32,768)
-------- -------- ------- --------
Net (loss) income before
taxes....................... (70,135) (1,545) (6,324) (78,004)
Benefit (provision) for taxes....... 6,042 -- -- 6,042
-------- -------- ------- --------
Net (loss) income before
extraordinary item.......... (64,093) (1,545) (6,324) (71,962)
Extraordinary item.................. 929 -- -- 929
-------- -------- ------- --------
Net (loss) income............ (63,164) (1,545) (6,324) (71,033)
Preferred dividends................. (2,800) -- -- (2,800)
-------- -------- ------- --------
Loss attributable to common
stockholders....................... $(65,964) $ (1,545) $(6,324) $(73,833)
======== ======== ======= ========
Net loss from continuing operations
attributable to common
stockholders....................... $ (3.00) $ (3.24)
Extraordinary item, net of income
tax benefit........................ 0.04 0.04
-------- --------
Net loss per share attributable to
common stockholders................ $ (2.96) $ (3.20)
Shares used in computing net loss
per share.......................... 22,264 (R) 23,047 (R)
======== ========
</TABLE>

See accompanying notes to this unaudited statement.

61
<PAGE> 75

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
HISTORICAL
---------------------------------- PRO FORMA PRO FORMA
METROCALL PARKWAY(A) SATELLITE ADJUSTMENTS METROCALL A+ NETWORK
--------- ---------- --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Service, rent & maintenance revenue.... $ 48,829 $ 4,393 $ 5,030 $ -- $ 58,252 $ 43,169
Product sales.......................... 13,158 847 588 -- 14,593 3,006
--------- ---------- --------- ----------- --------- ----------
Total revenues.................. 61,987 5,240 5,618 -- 72,845 46,175
Net book value of products sold........ (10,560) (740) (622) -- (11,922) (4,159)
--------- ---------- --------- ----------- --------- ----------
51,427 4,500 4,996 -- 60,923 42,016
Service, rent & maintenance expense.... 16,498 1,875 1,827 -- 20,200 9,273
Selling, marketing, general
and administrative.................... 22,694 1,410 1,790 (464)(M) 25,430 23,602
Depreciation & amortization............ 25,098 613 339 2,429 (N) 28,479 13,236
Other.................................. -- -- 12 -- 12 396
--------- ---------- --------- ----------- --------- ----------
Total operating expenses........ 64,290 3,898 3,968 1,965 74,121 46,507
--------- ---------- --------- ----------- --------- ----------
(Loss) Income from operations.......... (12,863) 602 1,028 (1,965) (13,198) (4,491)
Interest expense and other, net........ (5,890) (172) (579) (219)(O) (6,860) (6,580)
--------- ---------- --------- ----------- --------- ----------
Net (loss) income before
taxes.......................... (18,753) 430 449 (2,184) (20,058) (11,071)
Benefit (provision) for taxes.......... 108 -- -- 405 (P) 513 --
--------- ---------- --------- ----------- --------- ----------
Net (loss) income............... (18,645) 430 449 (1,779) (19,545) (11,071)
Preferred dividends.................... -- -- -- -- -- --
--------- ---------- --------- ----------- --------- ----------
Loss attributable to common
stockholders.......................... $(18,645) $ 430 $ 449 $(1,779) $(19,545) $(11,071)
========== ========== ======== =========== ========= ==========
Net loss per share attributable to
common stockholders................... $ (1.27) $ (1.21)
Shares used in computing net
loss per share........................ 14,626 16,180 (R)
========== =========

<CAPTION>
PRO FORMA COMBINED
PRO FORMA COMBINED HISTORICAL PRO FORMA COMPANY AND
ADJUSTMENTS COMPANY PAGE AMERICA ADJUSTMENTS PAGE AMERICA
----------- --------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Service, rent & maintenance revenue.... $ -- $101,421 $ 10,499 $ -- $111,920
Product sales.......................... -- 17,599 1,037 -- 18,636
----------- --------- ------ ----------- ------------
Total revenues.................. -- 119,020 11,536 -- 130,556
Net book value of products sold........ -- (16,081) (712) -- (16,793)
----------- --------- ------ ----------- ------------
-- 102,939 10,824 -- 113,763
Service, rent & maintenance expense.... -- 29,473 2,854 -- 32,327
Selling, marketing, general
and administrative.................... -- 49,032 5,464 -- 54,496
Depreciation & amortization............ 9,201 (N) 50,916 2,647 3,009 (N) 56,572
Other.................................. -- 408 -- -- 408
----------- --------- ------ ----------- ------------
Total operating expenses........ 9,201 129,829 10,965 3,009 143,803
----------- --------- ------ ----------- ------------
(Loss) Income from operations.......... (9,201) (26,890) (141) (3,009) (30,040)
Interest expense and other, net........ (1,627)(O) (15,067) 121 (1,094)(O) (16,040)
----------- --------- ------ ----------- ------------
Net (loss) income before
taxes.......................... (10,828) (41,957) (20) (4,103) (46,080)
Benefit (provision) for taxes.......... 3,735 (P) 4,248 -- -- 4,248
----------- --------- ------ ----------- ------------
Net (loss) income............... (7,093) (37,709) (20) (4,103) (41,832)
Preferred dividends.................... (1,400)(Q) (1,400) -- -- (1,400)
----------- --------- ------ ----------- ------------
Loss attributable to common
stockholders.......................... $ (8,493) $(39,109) $ (20) $(4,103) $(43,232)
============= ========= ========= =========== ============
Net loss per share attributable to
common stockholders................... $ (1.55) $ (1.66)
Shares used in computing net
loss per share........................ 25,223 (R) 26,005 (R)
========= ============
</TABLE>

See accompanying notes to this unaudited statement.

62
<PAGE> 76

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS

The pro forma condensed combined financial statements assume a per share
price of $6.00 for the Metrocall Common Stock to be issued in connection with
the acquisitions of A+ Network and Page America. The pro forma condensed
combined financial statements also assume that the variable common rights to be
issued in connection with the A+ Network acquisition have no value. The purchase
price ultimately will be based upon the trading price of Metrocall Common Stock
on the closing date of each acquisition. The purchase prices and allocations are
subject to change, which may be material, based upon a variety of factors
including actual share prices at closing of each acquisition, financial
performance prior to closing of the companies to be acquired, and asset
appraisals.

(A) Historical Parkway financial statements are as of June 20, 1996, for the 25
week period ending June 20, 1996, and the year-ended December 31, 1995.

(B) Reflects the reclassification of pagers held for resale or future rental,
from inventory to furniture and equipment for Parkway, Satellite and A+
Network to conform accounting practices to those of Metrocall.

(C) Reflects primarily the current and long-term deferred tax asset of Parkway
for which no value has been assigned in the pro forma statements.

(D) Reflects fair values assigned to intangible assets acquired which consist
of the following (in thousands):

<TABLE>
<CAPTION>
PARKWAY SATELLITE A+ NETWORK PAGE AMERICA
------- --------- ---------- ------------
<S> <C> <C> <C> <C>
FCC License........................ $22,357 $ 22,832 $128,300 $ 30,676
Subscriber Lists................... 2,763 3,114 54,986 27,203
Non-compete........................ -- -- 1,950 --
Goodwill........................... 10,048 -- 74,094 --
Less: Historical Investment by
Metrocall........................ -- -- (65,041) --
Less: Historical Intangibles....... (4) (62) (99,963) (32,960)
------- --------- ---------- ------------
$35,164 $ 25,884 $ 94,326 $ 24,919
======= ======= ========= ==========
</TABLE>

As of June 30, 1996, Metrocall had purchased approximately 40% of the
outstanding common stock of A+ Network for approximately $91.8 million plus
direct acquisition costs which was reflected on Metrocall's balance sheet
as equity investment in A+ Network of $26.8 million and goodwill of $65.0
million.

Pursuant to the terms of the Merger Agreement, the merger is required to be
consummated by November 16, 1996. In the event that the merger is not
consummated or the Merger Agreement otherwise amended, Metrocall may be
required to sell its 40% investment in A+ Network. As of June 30, 1996,
Metrocall's investment in A+ Network together with related goodwill is
reflected on Metrocall's balance sheet at approximately $92 million which
resulted from a cash purchase price of $21.10 per share for approximately
4.4 million shares of A+ Network. The closing market price of A+ Network
Common Stock on October 4, 1996 was $7.50 per share or a decrease based
upon market value of approximately $59 million. Therefore, if Metrocall
were required to sell this investment at current market prices, Metrocall
would likely realize a substantial loss upon disposition which has not been
reflected in the accompanying pro forma statements.

(E) Reclassifies assumed current maturities of long-term obligations and
assumed capital lease obligations related to the Parkway Acquisition to
noncurrent long-term obligations pursuant to the terms of Metrocall's
financing arrangements. Also, reflects the elimination of long-term
obligations included on Satellite's financial statements which are not
assumed pursuant to the terms of the acquisition agreement.

63
<PAGE> 77

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(F) Reflects estimated accruals for direct acquisition costs together with
estimated accruals for costs of closing acquired duplicate facilities,
estimated severance for planned terminations of acquired employees and
share registration rights.

(G) Reflects the elimination of $491,000 of other liabilities included on
Satellite's financial statements which are not assumed pursuant to the
terms of the acquisition agreement and reclassifies $43,000 of subscriber
deposits from other current liabilities to deferred revenue and subscriber
deposits.

(H) Reflects cash payments for Parkway and Satellite of $25.5 million and $17
million, respectively, financed with long-term borrowings together with the
refinancing of assumed current maturities of Parkway debt ($2.4 million)
and capital lease obligation of Parkway ($0.4 million), with noncurrent
obligations less $11.3 million of long-term obligations of Satellite not
assumed.

Reflects application of proceeds from $35 million private placement of
Series A Convertible Preferred Stock by Metrocall prior to closing the
Merger.

Reflects cash payments of $55 million for Page America of which $30 million
is assumed to be paid from cash on hand and $25 million is assumed to be
financed with long-term debt.

(I) The Parkway Acquisition is structured as a taxable transaction while the A+
Network acquisition is structured as a tax free reorganization. The
deferred income tax liability represents the tax effect on the difference
between the amounts allocated to assets acquired and their tax basis.

(J) Reflects the shares of Metrocall Common Stock and VCRs expected to be
issued for these acquisitions, less historical equity amounts. Also
reflects the shares estimated to be issued related to the private placement
of $35 million of Series A Convertible Preferred Stock.

The accompanying statements under the heading "Pro Forma Combined Company"
include the expected issuance of approximately 467,000 shares of Metrocall
Common Stock for pending acquisitions of A+ Network. Historical financial
statements for these acquisitions have not been included in the
accompanying pro forma statements as they are not significant.

(K) Reflects the payment under the tender offer for A+ Network shares made on
July 1, 1996 as if the payment was made on June 30, 1996.

Reflects cash payment of $55 million for Page America of which $25 million
is assumed to be financed as long-term debt.

(L) On October 24, 1995, A+ Network acquired Network in the A+/Network Merger
for approximately $12 million in cash, common stock valued at $50.8 million
and incurred related expenses of approximately $3.1 million. At the same
time, A+ Network sold $125,000,000 of 11 7/8% Senior Subordinated Notes due
2005 (the "Notes"). The acquisition was accounted for using the purchase
method. The following gives effect to the acquisition by A+ Network and the
sale of the Notes as if they had occurred on January 1, 1995. The unaudited
pro forma condensed financial data should be read in conjunction with A+
Network's historical consolidated financial statements and the consolidated
unaudited financial statements of Network and the notes thereto included
elsewhere herewith.

64
<PAGE> 78

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
HISTORICAL
----------------------- PRO FORMA PRO FORMA
A+ NETWORK NETWORK(1) ADJUSTMENTS A+ NETWORK
---------- ---------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Service, rent and maintenance revenue........... $ 53,308 $ 24,390 $ -- $ 77,698
Product sales................................... 4,024 4,321 -- 8,345
---------- ---------- ----------- ----------
Total revenues.......................... 57,332 28,711 -- 86,043
Net book value of products sold................. 7,878 4,066 -- 11,944
---------- ---------- ----------- ----------
49,454 24,645 -- 74,099
Service, rent and maintenance expenses.......... 11,584 5,533 (359)(2) 16,758
Selling, general and administrative............. 32,503 19,424 (38)(2) 45,872
(1,498)(2)
147 (3)
(4,666)(4)
Depreciation and amortization................... 14,835 3,026 7,191 (5) 25,052
Reorganization.................................. 669 -- (669)(6) --
---------- ---------- ----------- ----------
Total operating expenses................ 59,591 27,983 108 87,682
---------- ---------- ----------- ----------
Loss from operations............................ (10,137) (3,338) (108) (13,583)
Interest expense, net........................... (3,708) (760) (10,121)(7) (14,589)
---------- ---------- ----------- ----------
Loss before income taxes and extraordinary
item.......................................... (13,845) (4,098) (10,229) (28,172)
Income taxes.................................... -- (707) 707 (8) --
---------- ---------- ----------- ----------
Loss before extraordinary item.................. (13,845) (4,805) (9,522) (28,172)
Extraordinary item.............................. (607) -- -- (607)
---------- ---------- ----------- ----------
Net loss........................................ $(14,452) $ (4,805) $ (9,522) $(28,779)
=========== =========== =========== ===========
</TABLE>

----------------------
(1) Historical Network financial statements are presented for the period
from January 1, 1995 through October 24, 1995.

(2) Adjustment to eliminate specific operating and nonrecurring expenses
that would not have been incurred had the A+/Network Merger occurred
on January 1, 1995. Such savings are specifically identified as
follows (in thousands):

<TABLE>
<S> <C>
Reduction in long distance telephone charges................................ $ 267
Redundant paging terminals and related telephone expenses................... 92
Redundant yellow page advertising expense................................... 38
Salary costs of personnel not to be retained by A+/Network based on analysis
of A+/Network staffing requirements....................................... 1,498
------
Total............................................................... $1,895
======
</TABLE>

(3) Adjustment to provide for changes in compensation of certain
executive officers pertaining to employment contracts entered into at
the time the A+/Network Merger closed.

(4) Adjustment to eliminate compensation costs that would not have been
incurred had the A+/Network Merger occurred on January 1, 1995.

(5) To record amortization expense related to intangibles for the period
from January 1, 1995 to October 24, 1995 net of $304,000 in historical
amortization expense for intangibles recorded by Network before the
A+/Network Merger.

(6) To give effect to elimination of the non-recurring reorganization
expenses incurred by A+ Network as a result of the A+/Network Merger.

(7) Reflects interest expense on the Notes at 11 7/8% (plus amortization
of debt issuance costs of approximately $4.6 million and discount of
$907,500) net of interest expense ($5,270,000) applicable to all
existing long-term debt which was repaid with the proceeds from the
sale of the Notes.

(8) Adjustment to reverse the income tax provision applicable to Network,
as its taxable income would be offset by A+ Network's net operating
losses for income tax purposes had the A+/Network Merger occurred on
January 1, 1995.

(M) Reflects the elimination of certain executive salaries for Parkway and
Satellite executives terminated upon completion of the respective
acquisitions in July and August of 1996.

(N) Reflects incremental depreciation and amortization based upon the
preliminary allocation of depreciable and amortizable assets and assumed
useful lives of 5 years for subscriber lists and 15 years for FCC licenses
and goodwill. The $1.9 million assigned to non-compete agreements in
conjunction with the A+ Network acquisition will be amortized over 3 years.

65
<PAGE> 79

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(O) Represents the estimated incremental interest at a rate of 8.75% that would
have been incurred assuming all acquisitions were completed on January 1,
1995. Does not assume a refinancing of the A+ Network public debt.

On October 8, 1996, Metrocall announced its intention to tender for the
repurchase of the 11 7/8% senior subordinated notes of A+ Network (the "A+
Notes"), and to solicit consents to amend the indenture relating to the A+
Notes. See "RECENT DEVELOPMENTS REGARDING METROCALL -- Offer and
Solicitation Relating to A+ Network Notes." If all A+ Network Notes were
tendered and the related consents for such notes were received, the
aggregate amount payable in consent payments and to purchase tendered notes
would be $126.25 million. There can be no assurance that the tender and
solicitation will be consummated. Fees and expenses associated with this
refinancing are estimated to be $1.25 million. The accompanying pro forma
statements do not give effect to the tender offer and solicitation. If the
tender offer and solicitation were completed, Metrocall would incur an
extraordinary charge of approximately $2.5 million in connection with the
early termination of debt and would finance the debt repayment with
borrowings under its new credit agreement (see "RECENT DEVELOPMENTS
REGARDING METROCALL -- New Credit Facility"). The Company estimates that
its annual savings in interest expense if the tender is completed would be
approximately $3.8 million.

(P) Represents the tax benefit resulting from the amortization of acquired
intangibles for A+ Network and Parkway assuming an effective income tax
rate of 40%.

(Q) Represents the 8% per year preferred dividends payable in cash, or at
Metrocall's option, in additional fully paid and non-assessable shares of
Series A Convertible Preferred Stock.

(R) Includes the effect of shares of Metrocall Common Stock assumed to be
issued in the Merger and the Pending Acquisitions as if each had occurred
as of the beginning of the period. The Series A Convertible Preferred Stock
is not included as the effect of its conversion would be antidilutive.

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RECENT DEVELOPMENTS REGARDING METROCALL

RECENT AND PENDING ACQUISITIONS

Reflected below is a summary of transactions by Metrocall that were
recently completed or are currently subject to binding agreements. Consummation
of pending transactions is subject to a number of conditions including, but not
limited to, receipt of all necessary regulatory approvals. In addition to the
transactions identified below, Metrocall entered into an agreement in April,
1996 to purchase the assets of Source One Wireless, Inc. ("Source One") and
placed $1 million cash in escrow. On June 26, 1996, Metrocall advised Source One
that Source One had failed to meet certain conditions to completion of the
transaction and terminated the agreement. On September 20, 1996, Source One
filed an action in the Circuit Court of Cook County, Illinois claiming that
Metrocall had breached the agreement and seeking specific performance of the
purchase agreement or unspecified damages in excess of $80 million. Metrocall
believes it has meritorious defenses to this action and intends to vigorously
defend the claims in this action.

Parkway Paging, Inc.

On July 16, 1996, Metrocall completed the acquisition of Parkway Paging,
Inc. of Plano, Texas ("Parkway"). Metrocall paid $25 million in cash and assumed
approximately $3.2 million in long-term obligations at closing to complete the
acquisition. The Company also incurred direct acquisition costs of $600,000.

Satellite Paging and Message Network

On August 30, 1996, Metrocall completed the acquisition of Satellite Paging
of Fairfield, New Jersey and Message Network of Boca Raton, Florida. Metrocall
paid $17 million in cash and issued 1,417,181 of the Shares subject to a
registration statement on Form S-3 filed with the Securities and Exchange
Commission on October 1, 1996. The number of shares issued at closing will be
adjusted if necessary so that the aggregate value of the shares issued will be
$10,008,843 based upon the average of the midpoints of the closing bid and asked
prices of Common Stock for the five trading day period ending on the second
business day prior to (a) the effective date of the registration statement in
the case of shares not held in escrow and (b) the date of release from escrow
for shares held in escrow. Additional shares of Metrocall Common Stock may also
be issued as an adjustment to the purchase price based on certain defined
performance criteria.

Page America Group, Inc.

On April 22, 1996, Metrocall signed a definitive acquisition agreement (the
"Page America Agreement") with Page America Group, Inc. of Hackensack, New
Jersey ("Page America"). Under the terms of the Page America Agreement,
Metrocall will acquire substantially all of the assets of Page America in
exchange for $55 million in cash and up to 1.3 million shares of Metrocall
Common Stock. Pursuant to the terms of the New Credit Facility, Metrocall is
required to complete the Merger and raise $25 million in new equity financing
before completing the acquisition of Page America.

NEW CREDIT FACILITY

On September 20, 1996, Metrocall entered into an agreement with The
Toronto-Dominion Bank and The First National Bank of Boston to amend and restate
the loan agreement governing Metrocall's existing credit facility. Subject to
certain conditions set forth in the new agreement, Metrocall may borrow up to
$350,000,000 under two loan facilities. The first facility ("Facility A") is a
$225,000,000 reducing revolving credit facility and the second ("Facility B") is
a $125,000,000 reducing credit facility (together Facility A and Facility B are
referred to as the "New Credit Facility"). Up to $100,000,000 under Facility A
is currently available for borrowing; the remaining $125,000,000 commitment
under Facility A and all of the Facility B commitment will become available only
after completion of the Merger (the "Merger Condition") and the infusion of
$25,000,000 of equity (net of reasonable transaction costs) into Metrocall (the
"Equity Condition"). Amounts borrowed under Facility B may only be used to
purchase the 11 7/8% Senior Subordinated Notes due 2005 of A+ Network. If the
Merger Condition and Equity Condition have not been

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<PAGE> 81

completed on or prior to December 16, 1996, the remaining $125 million
commitment under Facility A and the commitment under Facility B will terminate
automatically. The New Credit Facility has a term of eight years and is secured
by substantially all the assets of Metrocall. Required quarterly principal
repayments begin on March 31, 2000 and continue through December 31, 2004.

The New Credit Facility contains various covenants that, among other
restrictions, require Metrocall to maintain certain financial ratios, including
total debt to annualized operating cash flow (not to exceed 6.6 to 1.0 through
September 30, 1996 and declining thereafter), senior debt to annualized
operating cash flow, annualized operating cash flow to pro forma debt service,
total sources of cash to total uses of cash and operating cash flow to interest
expense (in each case, as such terms are defined in the agreement relating to
the New Credit Facility). As a result, as of October 1, 1996, Metrocall was not
entitled to draw any of the $33 million remaining availability under Facility A.
The New Credit Facility also requires Metrocall to raise at least $50 million in
new equity if its ratio of cash flow to interest expense is less than 2.0 to 1
for the quarter ended June 30, 1997. The covenants also limit additional
indebtedness and future mergers and acquisitions (other than the Merger and the
acquisition of Page America) without the approval of the lenders and restrict
the payment of cash dividends and other stockholder distributions by Metrocall
during the term of the New Credit Facility. The New Credit Facility also
prohibits certain changes in ownership control of Metrocall, as defined, during
the term of the New Credit Facility.

Under the New Credit Facility, Metrocall may designate all or any portion
of the borrowings outstanding as either a floating base rate advance or a
Eurodollar rate advance with an applicable margin that ranges from 0.0% to
1.750% for base rate advances and 0.75% to 2.750% for Eurodollar rate advances.
The predefined margins will be based upon the level of indebtedness outstanding
relative to annualized cash flow, as defined in the agreement relating to the
New Credit Facility. As of October 3, 1996, the interest rate on base rate
advances was 10.0% and the interest rate on Eurodollar rate advances was 8.2%.
Commitment fees of 0.25% to 0.375% per year (depending on the level of
Metrocall's indebtedness outstanding to annualized cash flow) will be charged on
the average unused balance and will be charged to interest expense as incurred.
Under the New Credit Facility, Metrocall must obtain and maintain interest rate
protection on at least 50% of Metrocall's outstanding debt; all fixed rate debt,
including the 10 3/8% Senior Subordinated Notes due 2007, will count against the
requirement.

OFFER AND SOLICITATION RELATING TO A+ NETWORK NOTES

On October 8, 1996, Metrocall announced that it will commence a tender
offer for all of A+ Network's outstanding 11 7/8% Senior Subordinated Notes due
2005 ("A+ Notes") and will solicit consents to amend the indenture governing the
A+ Notes to eliminate restrictive covenants and certain events of default.
Holders of the A+ Notes who validly consent and tender will receive aggregate
payments of $1,010, plus accrued and unpaid interest, for each $1,000 principal
amounts of bonds. Metrocall intends to finance the offer and solicitation
through advances under the New Credit Facility. The purchase or refinancing of
the A+ Notes is not a condition of the Merger. The successful completion of the
tender offer is expected to enable Metrocall to reduce its interest expense
obligations after the Merger and, if all the A+ Notes are tendered and accepted,
simplify its capital structure. The successful completion of the solicitation
will provide Metrocall financial flexibility by eliminating potentially
overlapping or more restrictive covenants than those in the indenture governing
Metrocall's senior subordinated debt. The tender offer and consent are subject
to various conditions, including, among others, (i) there having been validly
tendered and not withdrawn prior to the solicitation expiration date a majority
of the aggregate outstanding principal amount of the A+ Notes, (ii) receipt by
Metrocall of consents from a majority of the aggregate outstanding principal
amount of the A+ Notes prior to the solicitation expiration date, (iii) the
execution of a supplemental indenture incorporating the proposed amendments;
(iv) satisfaction of all conditions to the availability of bank financing and
the receipt by the Metrocall of sufficient funds thereunder to make the payments
pursuant to the tender offer and solicitation, including a requirement that
Metrocall raise cash proceeds of at least $25 million in equity; and (v)
consummation of the Merger. The solicitation will expire October 23, 1996, and
the tender offer will expire November 6, 1996, in each case subject to extension
by Metrocall.

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MANAGEMENT OF THE SURVIVING CORPORATION

It is anticipated that the directors and executive officers of the
Surviving Corporation will be as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------- ---- --------------------------------------------------
<S> <C> <C>
Richard M. Johnston.............. 61 Chairman of the Board (term expires in 1999)
William L. Collins, III.......... 46 President, Chief Executive Officer and Director
(term expires in 1997)
Harry L. Brock, Jr............... 61 Director (term expires in 1999)
Ronald V. Aprahamian............. 50 Director (term expires in 1998)
Suzanne S. Brock................. 58 Director (term expires in 1997)
Francis A. Martin, III........... 53 Director (term expires in 1997)
Elliott H. Singer................ 55 Director (term expires in 1998)
Ray D. Russenberger.............. 42 Director (term expires in 1999)
Steven D. Jacoby................. 38 Chief Operating Officer and Vice President
Vincent D. Kelly................. 37 Chief Financial Officer, Treasurer and Vice
President
Charles A. Emling III............ 43 President, Southeast Region
</TABLE>

Messrs. Jacoby and Kelly are currently directors of Metrocall and have
agreed to resign as of the Effective Time. Metrocall has agreed in the Merger
Agreement to use its best efforts to cause Messrs. Singer and Russenberger to be
appointed to fill the vacancies created by such resignations. There is currently
one vacancy on the Board of Directors. Pursuant to a voting agreement among
certain shareholders, Harry L. Brock has the right to identify a person to fill
this vacancy, and a person so identified shall be appointed upon approval of a
majority of the Board of Directors. Mr. Brock has identified a person to fill
this vacancy and his appointment is under consideration by the Board of
Directors.

Metrocall expects that the purchasers of the Metrocall Series A Convertible
Preferred Stock will have the right to elect one member to the Board of
Directors of Metrocall, and that the Board of Directors will be expanded to ten
members. The identity of any such director has not yet been determined. See
"APPROVAL OF ISSUANCE OF METROCALL CONVERTIBLE PREFERRED STOCK."

Set forth below is certain biographical information regarding the directors
and executive officers of the Surviving Corporation.

Ronald V. Aprahamian has been a member of the Board of Directors of
Metrocall since May 1995. Mr. Aprahamian is Chairman and Chief Executive Officer
of The Compucare Company, a healthcare computer software services firm. Mr.
Aprahamian also serves as a Consulting Director for the Riggs National Bank of
Washington, D.C., and serves on the board of directors of Sunrise Assisted
Living, Inc.

Harry L. Brock, Jr. founded Metrocall and has served as Chairman of the
Board (through January 1996) and President (through August 1995) and a director
of Metrocall since 1982, and its predecessor companies since 1965. Mr. Brock was
a founding partner of Cellular One of Washington, one of the first operating
cellular systems. Mr. Brock is the husband of Suzanne S. Brock.

Richard M. Johnston has served as Chairman of the Board of Directors of
Metrocall since January 1996, and has been a member of the Board of Directors
since September 1994. Mr. Johnston has been Vice President for Investments of
The Hillman Company, an investment firm which is a greater than 5% beneficial
owner of Metrocall's Common Stock, since 1970.

Suzanne S. Brock has been a director of Metrocall since 1982 and was
Secretary (through May 1996) and Treasurer (through August 1995) of Metrocall.
Ms. Brock has been employed by Metrocall and its predecessor companies since
1965. Ms. Brock is the wife of Harry L. Brock, Jr.

William L. Collins III has been President and Chief Executive Officer of
Metrocall since January 1996 and has served as Director and Vice Chairman of the
Board since September 1994. From 1988 to 1994, Mr. Collins was the Chairman of
the Board, Chief Executive Officer, President and a director of FirstPAGE USA,
Inc. and its predecessor companies. Mr. Collins serves as Chairman of the Board
of Directors of USA

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<PAGE> 83

Telecommunications, Inc. From 1977 to 1988, Mr. Collins was President of C&C,
Inc. ("C&C"), a national communications marketing and management company.

Francis A. Martin III has been a member of the Board of Directors of
Metrocall since November 1994. Mr. Martin is a principal of U.S. Media Group and
Chairman of the Board, President and Chief Executive officer of U.S. Media
Holdings, Inc., having previously served as President and Chief Executive
Officer of Chronicle Broadcasting Company, a publicly-held television
broadcasting company.

Ray D. Russenberger has been Vice Chairman of A+ Network since October 24,
1995, and previously served as Chairman of the Board and Chief Executive Officer
of Network since December 1988. From 1985 to 1990, he founded and was President
of Network Paging Corporation, a paging company he sold to Mobile Communications
Corporation of America, a wholly-owned subsidiary of BellSouth Corporation.

Elliott H. Singer has been Chairman of the Board of A+ Network since A+
Network's formation in 1985, and also served as Chief Executive Officer of A+
Network from 1985 to January 15, 1996. Mr. Singer was the owner and chief
executive officer of A+ Network's predecessor entities, through which he had
been engaged in the telemessaging service business since 1974 and in the paging
business since 1983.

Steven D. Jacoby has been Chief Operating Officer and Vice President of
Metrocall since September 1994. Mr. Jacoby joined Metrocall from FirstPAGE USA,
Inc. where he served as Chief Operating Officer, Vice President and Secretary
since 1988. Mr. Jacoby has been a director of Metrocall since September 1994.
Mr. Jacoby was a principal of C&C, a national communications marketing and
management company. Mr. Jacoby was Director of Operations for Vanguard Cellular
Systems, Inc. from 1985 to 1987.

Vincent D. Kelly has been the Chief Financial Officer and Vice President of
Metrocall since January 1989. Mr. Kelly has also served as Treasurer since
August 1995. Mr. Kelly also served dual roles as Chief Operating Officer and
Chief Financial Officer from February 1993 through August 31, 1994, when
Metrocall acquired FirstPAGE USA, Inc. Mr. Kelly has been a director of
Metrocall since 1990. Prior to joining Metrocall, Mr. Kelly was an accountant
with Bruner, Kane & McCarthy, Ltd., certified public accountants.

Charles A. Emling III has been President, Chief Operating Officer and a
director of A+ Network since October 24, 1995, and also became Chief Executive
Officer of A+ Network on January 15, 1996. Mr. Emling had previously been
President and a director of Network since 1989. Prior to such time, he was a
Vice President of First National Bank of Lafayette (Louisiana).

Certain stockholders of Metrocall holding approximately 40.3% of the issued
and outstanding shares of Metrocall Common Stock (prior to the Merger) are
parties to a voting agreement (the "Voting Agreement") pursuant to which the
stockholders agreed to vote for up to seven persons designated by various of the
stockholders to serve as directors of Metrocall. In connection with the adoption
of the Merger Agreement, these stockholders have agreed to amend the Voting
Agreement to provide for its termination effective as of the Effective Time, but
have agreed to vote in favor of the reelection of Ms. Brock when her term
expires at the next Metrocall annual meeting and in favor of the election of
Messrs. Singer and Russenberger to fill the vacancies created by the
resignations of Messrs. Jacoby and Kelly. Messrs. Singer and Russenberger have
separately agreed to vote shares of Metrocall Common Stock they hold at the next
Metrocall annual meeting in favor of the reelection of Ms. Brock.

Mr. Collins, Mr. Jacoby, and Mr. Kelly entered into new employment
contracts approved by the Compensation Committee and dated May 15, 1996. The new
contracts did not change the salary or benefits of any of those officers, except
that Metrocall will now be responsible for certain life insurance premiums
incurred by Mr. Collins. The term of employment for each of the officers was
extended to December 31, 1999 from December 31, 1996 (for Mr. Collins), August
31, 1998 (for Mr. Jacoby), and June 1, 1999 (for Mr. Kelly). In addition, Mr.
Collins' contract now includes a provision (similar to that in Messrs. Jacoby's
and Kelly's contracts) for automatic one-year extensions on anniversaries of May
15.

Each of Messrs. Collins', Jacoby's and Kelly's contracts provides that, if
the executive's employment is terminated without cause, if the executive
terminates the contract for good reason, or if the executive's employment is
terminated by reason of death or disability, Metrocall will pay the executive or
his estate the

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full base salary and benefits (in connection with termination without cause or
resignation for good reason) that would otherwise have been paid to the
executive during the remaining term of the agreement. Terminations without cause
or resignations for good reason would also require Metrocall to pay the
executive, at his election, the difference between the fair market value of
stock subject to options (including those otherwise unexercisable) and the price
he would have had to pay to exercise the options. If the executive voluntarily
terminates employment (other than for good reason), Metrocall will pay the
executive one year's base salary and benefits under the contract. The reasons
for resignation for good reason under the revised contracts include the
termination of any of the others for reasons other than cause, death, or
disability.

Messrs. Collins, Jacoby, and Kelly entered into separate change of control
agreements approved by the Compensation Committee as of May 15, 1996 to run
through December 31, 1999 (with automatic extensions). Changes of control are
defined as: (i) any action required to be reported pursuant to Item 6(e) of
Schedule 14A as a "change of control" (generally a 50% change in share ownership
but other changes may also qualify), (ii) any person's acquiring more than 25%
of the voting power of Metrocall voting stock, unless with the prior approval of
the Board, (iii) changes in Board membership such that during any two
consecutive years, Board members at the beginning constitute less than a
majority of the Board at the end (including as Board members at the beginning of
the period any directors added during the period with approval of two-thirds of
the Board), (iv) a merger or reorganization in which Metrocall does not survive
or in which the outstanding shares of Metrocall are converted into other shares
or securities (except through a reincorporation or setting up a holding
company); (v) a more than 50% turnover of voting power in a merger,
reorganization, or other similar transaction approved by stockholders, unless
75% of the Board carries over to the new entity; or (vi) any other event the
Board determines constitutes a change of control. A change of control is also
deemed to occur if the executive is removed at the request of a third party who
has taken steps to effect a change of control or the termination was otherwise
caused by a change of control. Under the change of control agreements,
executives would be entitled to payment of three times the sum of their salary
and most recent bonus within 30 days after termination of employment after a
change of control (other than termination for death, disability, or cause),
together with a payment of the option spread (as described above under
terminations of employment), paid health coverage for up to 18 months, and
certain other benefits. Payments would be grossed up, as necessary, to provide
that the executive receives his payments net of any excise taxes and any taxes
on the excise payment (but the executive would remain responsible for any income
taxes on the payment).

Messrs. Collins, Jacoby and Kelly hold options to acquire 100,000, 100,000
and 206,588 shares of Metrocall Common Stock, respectively. On September 18,
1996, the Compensation Committee of the Metrocall Board of Directors changed the
exercise price of substantially all options outstanding to all current employees
of Metrocall as of that date to equal $7.9375 per share, the closing price of
Metrocall Common Stock on that date. Prior to this action: Mr. Collins' options
were exercisable (until January 16, 2006) for a price of $19.125; Mr. Jacoby's
options were exercisable (until July 26, 2005) for a price of $20.25 (50,000
shares), (until January 16, 2006) for a price of $19.125 (25,000 shares) and
(until February 7, 2006) for a price of $20.25 (25,000 shares); and Mr. Kelly's
options were exercisable (until November 8, 2003) for a price of $19.50 (72,000
shares), (until May 23, 2004) for a price of $13.00 (34,588 shares), (until July
26, 2005) for a price of $20.25 (50,000 shares), (until January 16, 2006) for a
price of $19.125 (25,000 shares) and (until February 7, 2006) for a price of
$20.25 (25,000 shares).

See "THE MERGER AND RELATED TRANSACTIONS -- Interests of Certain Persons in
the Merger" for a description of agreements with certain current directors and
officers of A+ Network.

RECENT DEVELOPMENTS REGARDING A+ NETWORK

A+/NETWORK MERGER

On October 24, 1995 A+ Network acquired Network and its wholly-owned
subsidiaries for approximately $12,000,000 in cash, 4,199,994 shares of
restricted unregistered common stock valued at $50,801,100 and incurred related
expenses of approximately $3,100,000. Concurrent with the merger of the two
companies,

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A+ Network changed its name to A+ Network, Inc., issued $125,000,000 of 11 7/8%
Senior Subordinated Notes due 2005, redeemed existing preferred stock of Network
of $4,680,000 and retired existing indebtedness of Network and A+ Network of
approximately $12,200,000 and $23,000,000, respectively. The following table is
based on information set forth in the A+ Network 10-K for the fiscal year ended
December 31, 1995 and presents a summary of the unaudited pro forma consolidated
results of operations as if the Network acquisition had occurred on January 1,
1994, with pro forma adjustments to give effect to the amortization of goodwill,
the issuance of the 11 7/8% Senior Subordinated Notes due 2005 (the "Notes") and
certain other adjustments, together with related income tax effects. These pro
forma results have been prepared for comparative purposes only and do not
purport to be indicative of the results of operations which actually would have
occurred had the acquisition and the issuance of the Notes been made at the
beginning of 1994 or of results which may occur in the future.

<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Total revenues.......................................... $ 86,043,000 $ 77,651,000
Loss before income taxes................................ (28,172,000) (26,394,000)
Net loss................................................ (28,779,000) (26,394,000)
Loss per share.......................................... $ (2.81) $ (2.60)
</TABLE>

RECENT ACQUISITIONS

Page East, Inc.

On June 5, 1996, A+ Network acquired all of the outstanding stock of Page
East, Inc., a paging company serving eastern North Carolina. The purchase price
was $14.9 million and was paid in cash and in shares of A+ Network Common Stock.

High-Tech Paging Corporation

On May 20, 1996, A+ Network acquired the paging and telecommunications
assets of High-Tech Paging Corporation, a paging company providing paging
services in the state of Virginia and the Baltimore and Washington, D.C. areas.
The purchase price was $2.4 million and was paid in cash.

West Florida Communications, Inc.

On May 30, 1996, A+ Network acquired the paging and telecommunications
assets of West Florida Communications, Inc., a paging company providing paging
services from its Pensacola headquarters. The purchase price was $753,000 and
was paid in cash.

Portable Communications of America, Inc.

On July 31, 1996, A+ Network acquired the paging and telecommunications
assets of Portable Communications of America, Inc., a paging company serving the
Louisiana area. The purchase price was $2.0 million and was paid in cash.

South Central Communications Corporation

On July 31, 1996, A+ Network acquired the paging assets of South Central
Communications Corporation, an Indiana corporation providing paging services in
Indiana and Tennessee areas. The purchase price was $1.6 million and was paid in
cash.

Radio Telepage

On October 3, 1996, A+ Network acquired the paging assets of Radio
Telepage, a paging company providing paging services in the State of Alabama.
The purchase price was $311,000 and was paid in cash.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Certain items in the financial statements of A+ Network included herein
have been reclassified from the presentation set forth in A+ Network's annual
report on Form 10-K to conform to the presentation utilized in A+ Network's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996. The following
discussion reflects this reclassification.

Results of Operations

Six Months Ended June 30, 1996 and 1995. For the first six months of 1996,
total revenue increased 80.1% to $46.2 million, as compared to $25.6 million for
the same period in 1995. For the first six months of 1996, net revenues
increased 93.0% to $42.0 million, as compared to $21.8 million for the same
period in 1995. For the first six months of 1996, mobile communication revenues
increased 102.0% to $37.4 million, as compared to $18.5 million for the same
period in 1995, while telemessaging revenues increased 3.6% to $5.8 million. The
growth in mobile communication revenues reflected a 172.4% increase in paging
units in service to 618,657 at June 30, 1996, as compared to 227,087 at June 30,
1995, offset by a decline in cellular revenues. Cellular revenues for the six
months ended June 30, 1996 declined to $2.7 million from $5.0 million for the
six months ended June 30, 1995. Cellular revenues have decreased primarily as a
result of a decline in new account activations.

The gross margin on sales of pager equipment was $32,000 for the six months
ended June 30, 1996, as compared to a negative margin of $80,000 for the same
period in 1995. The negative margin on total equipment sales decreased to $1.2
million for the six months ended June 30, 1996, as compared to $2.3 million for
the same period in 1995. Due to competitive factors, cellular phones were sold
at heavily discounted prices or in many instances were given to customers
through free phone promotions. The negative margins on cellular equipment sales
declined to $1.1 million for the six months ended June 30, 1996 from $2.2
million for the same period in 1995. It is customary to sell cellular phones at
a loss in order to earn the activation commission and expected monthly recurring
revenues from the cellular carrier.

For the first six months of 1996, operating expenses increased 85.6% to
$9.3 million (22.1% of net revenues) as compared to $5.0 million (23.0% of net
revenues) for the same period in 1995. The increase primarily reflects the
increase in operating expenses incurred to support the $20.6 million increase in
total revenues for the six months ended June 30, 1996, as compared to the six
months ended June 30, 1995.

For the first six months of 1996, selling expenses increased 41.5% to $7.7
million (18.3% of net revenues), as compared to $5.4 million (24.9% of net
revenues) for the same period in 1995. The increase primarily reflects the
additional sales and marketing costs incurred to support the $20.6 million
increase in total revenues for the six months ended June 30, 1996, as compared
to the six months ended June 30, 1995. Selling expenses declined as a percentage
of net revenues primarily as a result of lower advertising and commission costs.

For the first six months of 1996, general and administrative expenses
increased 60.9% to $15.9 million (37.9% of net revenues), as compared to $9.9
million (45.5% of net revenues) for the same period in 1995. The increase
primarily reflects the additional general and administrative costs incurred to
support the $20.6 million increase in total revenues for the six months ended
June 30, 1996, as compared to the six months ended June 30, 1995. The decline as
a percentage of net revenues is the result of a reduction in general and
administrative salaries, employee related costs and increased operating
efficiencies realized from the A+/Network Merger.

For the first six months of 1996, depreciation and amortization expense
increased 109.8% to $13.2 million, as compared to $6.3 million for the same
period in 1995. These increases in depreciation and amortization expense relate
to increased equipment and intangible asset purchases and paging network
equipment acquired.

The operating loss for the six months ended June 30, 1996 was $4.5 million,
as compared to $4.9 million for the same period in 1995. The decreased operating
losses related primarily to the increase in depreciation and amortization
expense and a one-time reorganization charge of $396,000, offset by a decline in
other costs

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<PAGE> 87

and expenses (Operating, Selling and General and administrative) from 93.3% of
net revenues in the six months ended June 30, 1995 to 78.2% of net revenues in
the six months ended June 30, 1996.

Interest expense was $7.6 million for the six months ended June 30, 1996,
as compared to interest expense of $811,000 for the same period in 1995. The
increase in interest expense was due to the increase of A+ Network's long-term
debt from the issuance of its 11 7/8% Senior Subordinated Notes due 2005 (the
"Notes").

For the first six months of 1996, A+ Network had a net loss of $11.1
million, or $1.07 per share, as compared to a net loss of $5.7 million, or $.95
per share for the first six months of 1995.

Operating cash flow, or earnings before interest, income taxes,
depreciation and amortization (EBITDA), was $8.7 million, as compared to $1.4
million for the same period in 1995. Reduced operating, selling and general and
administrative expenses as a percentage of total revenues resulted in an
increase in EBITDA.

Years Ended December 31, 1995 and 1994. Total revenues increased 16.7%
(90.0% of which or $7.4 million was a result of the A+/Network Merger) to $57.3
million in 1995, as compared to $49.1 million in 1994. The revenue increase
primarily reflected increases in paging and voicemail units in service as
described below. Net revenues increased 23.4% (69.6% of which or $6.5 million
was a result of the A+/Network Merger) to $49.5 in 1995, as compared to $40.1
million in 1994. Mobile communications revenues increased by 21.3% (91.5% of
which or $7.4 million was a result of the Merger) to $46.0 million, as compared
to $37.9 in 1994, and telemessaging revenues increased 1.2% to $11.4 million.
The increase in mobile communications revenues reflected a 32.2% increase (after
giving effect to the A+/Network Merger) in paging and voicemail units in service
during 1995. A+ Network expects the average revenues per pager unit to continue
to decrease in 1996.

The negative margin on sales of pager equipment was $822,000 for the year
ended December 31, 1995 as compared to a negative $667,000 for the year ended
December 31, 1994. The negative margin on total equipment sales was $3.9 million
for the year ended December 31, 1995 as compared to a negative $5.7 for the same
period in 1994. Due to competitive factors, cellular phones were sold at heavily
discounted prices or in many instances were given to customers through free
phone promotions resulting in a negative gross margin on cellular equipment
sales of $3.2 million for the year December 31, 1995 as compared to a negative
$5.3 million for the same period in 1994. However, it is customary to sell
cellular phones at a loss in order to earn the activation commission and
expected monthly recurring revenues from the cellular carrier. A+ Network has
substantially decreased its commitment of resources to cellular services,
focusing more on mobile communication services and sales.

Operating expenses increased 39.6% to $11.6 million (23.4% of net revenues)
in 1995, as compared to $8.3 million (20.7% of net revenues) in 1994; $1.3
million or 40.6% of the total increase was a result of the A+/Network Merger.
The remaining increase was incurred to support the $8.2 million increase in
total revenues for the year ended December 31, 1995, as compared to 1994.

Selling expenses decreased 1.2% or $200,000 to $10.9 million (22.1% of net
revenues) in 1995, as compared to $11.1 million (27.6% of net revenues) in 1994.
Had the A+/Network Merger not occurred, A+ Network's selling expenses would have
decreased approximately $1.6 million. This $1.6 million decrease is primarily a
result of the decrease in cellular commissions paid.

General and administrative expenses increased 28.8% to $21.6 million (43.6%
of net revenues) in 1995, as compared to $16.7 million (41.8% of net revenues)
in 1994; $1.7 million or 35.6% of the total increase in general and
administrative expenses was a result of the A+/Network Merger. A+ Network
intends to expand efforts to control increases in overhead expenses while
supporting revenue growth.

Depreciation and amortization increased 98.4% to $14.8 million in 1995, as
compared to $7.5 million in 1994. This increase reflected increased depreciation
and amortization from 1995 equipment and intangible asset purchases, paging
network equipment acquired in 1995 and 1994 from South Central Bell of $47.4
million (including the assets acquired in the A+/Network Merger), and goodwill
of $50.2 million

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<PAGE> 88

acquired in the A+/Network Merger. In addition, a reduction of the estimated
depreciable lives of A+ Network-owned pagers and paging network equipment
acquired from South Central Bell increased depreciation expense. The changes in
estimated depreciable lives, which took effect October 1, 1994 resulted in an
increase in A+ Network's depreciation expense of $3.1 million in 1995, as
compared to 1994. As a result of the A+/Network Merger, depreciation and
amortization expenses increased $2.3 million or 31.8% of the total increase in
depreciation expense.

A+ Network experienced an operating loss of $10.1 million in 1995, as
compared to an operating loss of $3.5 million in 1994, primarily due to costs
associated with the A+/Network Merger and the acceleration of depreciation due
to the change in the estimated depreciable lives of the assets effective October
1, 1994. Net interest expense increased from $547,000 in 1994 to $3.2 million in
1995, due to the increase of A+ Network's long-term debt from the issuance of
the Notes.

A+ Network experienced a net loss of $14.5 million in 1995, as compared to
$4.1 million in 1994.

EBITDA was $4.7 million in 1995, as compared to $3.9 million in 1994. As a
result of the A+/Network Merger, EBITDA increased $2.1 million.

Years Ended December 31, 1994 and 1993. Total revenues increased 34.5% to
$49.1 million in 1994. The revenue increase primarily reflected increases in
paging and voicemail units in service as described below. Net revenues increased
25.3% to $40.1 million in 1994, as compared to $32.0 million in 1993. Mobile
communications revenues reflected a 70.3% increase in paging and voicemail units
in service during 1994, 49.9% of this increase in units in service being
attributable to the expansion markets.

The negative margin on pager equipment sales was $667,000 for the year
ended December 31, 1994, as compared to $102,000 in 1993. The negative margin on
equipment sales was $5.7 million for the year ended December 31, 1994 as
compared to a negative $2.2 million for the same period in 1993. Due to
competitive factors, cellular phones were sold at heavily discounted prices or
in many instances were given to customers through free phone promotions
resulting in a negative margin on cellular equipment sales of $5.3 million for
the year ended December 31, 1994 as compared to a negative $2.3 million for the
same period in 1993. However, it is customary to sell cellular phones at a loss
in order to earn the activation commission from the cellular carrier.

Operating expenses decreased $186,000 to $8.3 million (20.7% of net
revenues) in 1994, as compared to $8.5 million in 1993 (26.5% of net revenues).
Operating expenses increased due to the initial cost incurred in the
centralization of paging operational functions, the construction and operation
of regional paging networks along the Gulf Coast and across the State of
Tennessee and expenses incurred to support the $12.6 million increase in total
revenues for the year ended December 31, 1994, as compared to December 31, 1993.
This increase was offset by a reduction of operating costs as a result of
acquiring the South Central Bell paging network equipment.

Selling expenses increased 56.7% to $11.1 million (27.6% of net revenues)
in 1994, as compared to $7.1 million (22.1% of net revenues) in 1993, due to
sales commissions and advertising incurred to achieve the 70.3% increase in
paging and voicemail units in service in 1994 and the 112.6% increase in
cellular phones activated in 1994 as compared to 1993.

General and administrative expenses increased 33.2% to $16.7 million (41.8%
of net revenues) in 1994, as compared to $12.6 million (39.3% of net revenues)
in 1993. The increase in general and administrative expenses as a percentage of
net revenues was primarily due to the initial cost incurred in centralization of
paging administrative functions.

Depreciation and amortization expense increased 73.1% to $7.5 million in
1994, as compared to $4.3 million in 1993, reflecting equipment purchases of
$19.1 million and the reduction in the estimated depreciable lives of pagers and
paging network equipment acquired from South Central Bell. The changes in
estimated depreciable lives, which took effect October 1, 1994, resulted in an
increase in A+ Network's depreciation expense of $948,000 for 1994 as compared
to 1993.

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<PAGE> 89

A+ Network experienced an operating loss of $3.5 million in 1994, as
compared to an operating loss of $463,000 in 1993, primarily due to selling
costs associated with a 70.3% increase in paging and voicemail units placed in
service during 1994 and the acceleration of depreciation due to the change in
the estimated depreciable lives of the assets effective October 1, 1994.

Net interest expense decreased to $547,000 in 1994, as compared to $816,000
in 1993, due to decreased average borrowings during 1994 as a result of the
initial public offering of Common Stock in August 1993.

A+ Network experienced a net loss of $4.1 million in 1994, as compared to a
net loss of $1.5 million in 1993, largely due to the construction and operation
of regional paging networks, aggressive paging and voicemail units placed in
service, and the acceleration of depreciation on pagers and paging network
equipment acquired from South Central Bell.

EBITDA increased $92,000 to $3.9 million in 1994. During 1994, EBITDA in
the expansion markets increased $1.2 million compared to 1993 while core market
EBITDA decreased $1.1 million over the same period. Core market EBITDA was
negatively impacted by the costs incurred for the construction and operation of
A+ Network's Gulf Coast and Tennessee regional paging networks and the
development of the engineering department to operate the regional networks along
with the networks acquired from South Central Bell. EBITDA was also negatively
impacted by the accelerated selling costs associated with the 70.3% increase in
paging and voicemail units in service during 1994.

Liquidity and Capital Resources

A+ Network's primary sources of capital have been cash flows from
operations, borrowings from its bank lenders, vendor financing, proceeds from A+
Network's initial public offering of Common Stock in August 1993 and proceeds
from the sale of the Notes in October 1995, further described below. Net cash
provided by operating activities was $1.9 million, $1.0 million and $2.6 million
for the years ended December 31, 1993, 1994 and 1995, respectively, and net cash
used in operating activities was $3.1 million for the six months ended June 30,
1996.

Cash provided by financing activities was $24.8 million, $11.9 million and
$92.2 million for the years ended December 31, 1993, 1994 and 1995,
respectively, and $700,000 for the six months ended June 30, 1996. The primary
source of cash in 1993 was proceeds from the initial public offering of Common
Stock. The primary source of cash during 1994 was bank borrowings and borrowings
to purchase pagers from Motorola under conditional sales contracts which were
repaid with a portion of the net proceeds from the sale of the Notes. The source
of cash from financing activities during the six months ended June 30, 1996 was
proceeds from the exercise of stock options.

On October 24, 1995, A+ Network sold to the public $125.0 million principal
amount of its Notes. The Notes will mature on November 1, 2005, and the interest
on the Notes is payable semi-annually on May 1 and November 1 of each year,
commencing on May 1, 1996. The Notes will be redeemable by A+ Network in whole
or in part at any time on or after November 1, 2000 at certain designated
redemption prices plus interest accrued thereon to the redemption date. Upon a
change in control, A+ Network will be required to offer to purchase all
outstanding Notes at 101% of the principal amount thereof, plus interest accrued
and unpaid thereon, to the purchase date. The Notes are subordinated in right of
payment to all of A+ Network's existing and future senior debt, including any
indebtedness that may be incurred pursuant to the A+ Network New Credit Facility
(as defined below). Although A+ Network has no indebtedness outstanding which
would be subordinated to the Notes and currently has no plans to incur any such
subordinated indebtedness, the Notes will rank senior to any subordinated
indebtedness A+ Network may incur. The Indenture governing the Notes contains
customary affirmative and negative covenants.

Immediately following the sale of the Notes, Network was merged into A+
Network in a transaction accounted for as a purchase. The aggregate merger
consideration, including the redemption of preferred stock, was $16.7 million in
cash, which was provided from the net proceeds of $120.0 million from the sale
of the Notes, and 4,200,000 shares of Common Stock of A+ Network. Of the balance
of the approximately $103.3 million net proceeds from the sale of the Notes,
$35.2 million was used to retire outstanding debts of

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<PAGE> 90

A+ Network and Network, $14.7 million was used to purchase government securities
securing the payment of the first two interest payments on the Notes and $3.6
million was used to pay the expenses of the A+/Network Merger, the sale of the
Notes and the establishment of the A+ Network New Credit Facility, as defined
below. The balance of approximately $49.8 million is to be used for general
corporate purposes, including possible acquisitions.

Also in connection with the A+/Network Merger, A+ Network entered into a
new credit facility with The First National Bank of Chicago ("First Chicago") to
provide the new credit facility of $25.0 million (the "A+ Network New Credit
Facility"). The $25.0 million facility is a secured two-year term loan, with
quarterly principal payments. The interest rate on the A+ Network New Credit
Facility is a base rate, plus a margin fluctuating with A+ Network's ratio of
total debt to net operating cash flow. Borrowings under the A+ Network New
Credit Facility are secured by a lien on all the assets of A+ Network, including
the stock of its subsidiaries, to the extent permissible under the rules of the
Federal Communications Commission. The loan documents contain customary
affirmative and negative covenants. In addition, A+ Network will be required to
maintain specified ratios of net operating cash flows to interest expense on
total debt, ratios of total debt to equity and other operating ratios. The
availability of borrowings under the A+ Network New Credit Facility will be
limited by certain of these ratios. Until it has achieved a substantial
improvement in its results of operations or completed a significant acquisition
of one or more other paging providers on favorable terms, A+ Network does not
anticipate being able to borrow under the A+ Network New Credit Facility.

A+ Network's paging operations require substantial capital investment to
procure pagers and paging network equipment to support its growth. By contrast,
A+ Network's telemessaging operations require substantially less capital
investment. Cash used in investing activities was $18.1 million, $21.5 million
and $82.6 million for the years ended December 31, 1993, 1994 and 1995,
respectively, and $6.1 million for the six months ended June 30, 1996. The
increase in 1995 as compared to 1994 was due to A+ Network's acquisition of
Network for a net cash consideration of $19.1 million and a net increase in
short-term investments of $42.6 million, purchased with a portion of the net
proceeds received from the sale of the Notes. In 1993, A+ Network purchased $9.9
million of certain paging assets from South Central Bell and purchased $7.3
million of equipment. In 1994, capital expenditures of $19.1 million were
primarily used to construct the Southeast Network and to purchase pagers. In
1995, A+ Network purchased $12.4 million of equipment, purchased $1.2 million of
certain paging assets of South Central Bell and put $5.0 million in escrow for
partial funding of the Page East acquisition. As of December 31, 1995, A+
Network had funded the remaining payment of $343,000 of the $2.5 million
commitment to the PCS Development Corporation ("PCSD"). This $2.5 million
commitment represents a 6.72% interest in PCSD. A+ Network is not required to
provide any additional funding to PCSD.

Total capital expenditures during the first six months of 1996 were
approximately $22.8 million. Capital expenditures for the remainder of 1996 are
expected to be significantly less. These expenditures will be funded through the
operating cash flows or working capital.

A+ Network has aggregate rental commitments under operating leases of $3.5
million, $3.1 million and $2.7 million during the years ended December 31, 1996,
1997 and 1998, respectively. Such rental commitments are expected to be funded
through operating cash flows.

In 1996, A+ Network acquired six paging companies for an aggregate
consideration of $22.0 million, paid in a combination of cash and shares of its
Common Stock, and also entered into agreements to purchase additional paging
companies for an aggregate consideration of $4.7 million, payable in a
combination of cash and shares of its Common Stock. The two additional
acquisitions will be paid for with working capital, including remaining proceeds
from the sale of the Notes, and operating cash flows.

CERTAIN PROJECTIONS

During the course of discussions between Metrocall and A+ Network that led
to the execution of the Merger Agreement, A+ Network provided Metrocall with
certain non-public business and financial information about A+ Network including
projections of net revenue and earnings before interest, taxes, depreciation and
amortization ("EBITDA") for 1996 (on a pro forma basis, assuming that certain
acquisitions were

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completed as of January 1, 1996) and for 1997. Based on this information
Metrocall's Board of Directors considered the following projections in
connection with the Offer and the Merger.

<TABLE>
<CAPTION>
1996 1997
----------- ------------
<S> <C> <C>
Net revenue....... $92,400,000 $110,800,000
EBITDA............ 23,910,000 30,910,000
</TABLE>

A+ Network does not as a matter of course make public any projections as to
future performance or earnings, and the projections set forth above are included
in this Joint Proxy Statement/Prospectus only because the information was
provided to Metrocall. The information provided to Metrocall was not prepared
with a view to public disclosure or compliance with published guidelines of the
Commission or the guidelines established by the American Institute of Certified
Public Accountants regarding projections. Neither Metrocall's nor A+ Network's
independent auditors have compiled, examined or performed any procedures with
respect to the projections set forth above or expressed any assurance of any
kind on them or their achievability and neither assumes responsibility for them.
Neither Metrocall nor A+ Network, nor either of their financial advisors,
assumes any responsibility for the accuracy of these projections. While
presented with numerical specificity, these projections were based upon a
variety of assumptions relating to the business of A+ Network which may not be
realized and are subject to significant uncertainties and contingencies, all of
which are difficult to predict and many of which are beyond the control of A+
Network. These assumptions include, without limitation, A+ Network's ability to
continue to realize historical internal growth rates, to close and integrate
acquisitions that are currently in various stages of negotiation and to realize
operating margin improvements. Although A+ Network believes that the assumptions
underlying the projections were reasonable, any of the assumptions could be
inaccurate and the uncertainties and contingencies referred to above may arise.
Therefore there can be no assurance that the projections will prove to be
accurate. In light of the significant uncertainties inherent in the projections
included herein, the inclusion of such information should not be regarded as a
representation by A+ Network, Metrocall or any other person that the objectives
and plans of A+ Network will be achieved. There can be no assurance that the
projections will be realized, and actual results may vary materially and
adversely from those shown. The projections were made as of the date they were
delivered, and have not been updated to reflect the subsequent operating
performance of A+ Network (which, as reflected in the reported financial results
of A+ Network, have generally not been as high as would be required to meet the
projected net revenue and EBITDA set forth above if the reported results were
annualized) and neither Metrocall nor A+ Network assumes any responsibility for
updating the projections. The projections constitute forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of the
Exchange Act, and are intended to be covered by the safe harbors created
thereby. See "RISK FACTORS -- Forward Looking Statements."

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AMENDMENT OF METROCALL CHARTER TO INCREASE THE NUMBER
OF AUTHORIZED METROCALL SHARES

The Board of Directors of Metrocall has determined that it is advisable to
increase the authorized number of shares of Metrocall Common Stock by 7,500,000
shares, from 26,000,000 shares to 33,500,000 shares and has voted to recommend
that the stockholders approve and adopt the Charter Amendment to effect the
proposed increase. Adoption of the Charter Amendment is not necessary to
complete, and is not a condition to completion of, the Merger.

APPROVAL BY THE STOCKHOLDERS OF THE PROPOSED INCREASE IN AUTHORIZED COMMON
STOCK WILL CONSTITUTE ADOPTION OF THE AMENDMENT.

As of October 4, 1996, 18,317,394 shares of Metrocall Common Stock were
issued and outstanding or reserved for issuance pursuant to Metrocall's existing
stock option and purchase plans. Metrocall anticipates that up to approximately
8,173,749 additional shares of Metrocall Common Stock will be issued in the
Merger. As many as 1,317,080 additional shares may be issued in connection with
the Page America Acquisition and 1,000,000 shares may be reserved for issuance
if the proposal to increase the number of shares that may be issued under
Metrocall's 1996 Stock Option Plan is approved (see "AMENDMENT TO INCREASE THE
NUMBER OF SHARES THAT MAY BE ISSUED UNDER METROCALL'S 1996 STOCK OPTION PLAN").
Accordingly, the additional shares will be necessary to complete the Merger and
other pending acquisitions and to reserve shares under Metrocall's 1996 Stock
Option Plan.

The Board of Directors believes it to be in the best interests of Metrocall
to authorize additional shares of Metrocall Common Stock to provide flexibility
for corporate action in the future. In addition, management believes that the
availability of additional authorized shares for issuance from time to time in
the Board's discretion in connection with possible future financings, investment
opportunities, acquisitions of other companies, stock splits, dividends or
option grants or for other corporate purposes is desirable in order to avoid
repeated separate amendments to the Metrocall Certificate and the delay and
expense incurred in holding meetings of stockholders to approve such amendments.
The Charter Amendment will also ensure that sufficient shares are available in
the event that the Surviving Corporation elects to make any payment on the VCRs
in Metrocall Common Stock.

No further authorization by vote of the stockholders will be solicited for
the issuance of the additional shares of Metrocall Common Stock proposed to be
authorized, except as might be required by law, regulatory authorities or rules
of the NNM or any stock exchange on which Metrocall's shares may then be listed.
The stockholders of Metrocall do not have any preemptive right to purchase or
subscribe for any part of any new or additional issuance of Metrocall's
securities. Further issuances of Metrocall Common Stock by Metrocall may be
dilutive to its stockholders.

The affirmative vote of a majority of the Metrocall Common Stock
outstanding and entitled to vote as of the record date is required to approve
the amendment to the Metrocall Certificate. The Board of Directors considers
this amendment to be advisable and in the best interests of Metrocall and its
stockholders and recommends that such stockholders vote FOR approval and
adoption of the Charter Amendment.

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AMENDMENT TO INCREASE THE NUMBER OF SHARES THAT MAY BE ISSUED
UNDER METROCALL'S 1996 STOCK OPTION PLAN

The Board of Directors proposes that the stockholders of Metrocall approve
the First Amendment (the "Plan Amendment") to the Metrocall, Inc. 1996 Stock
Option Plan (the "1996 Stock Option Plan" or the "Plan"). The Plan Amendment,
attached hereto as Exhibit E, increases the number of shares of Common Stock
authorized for issuance under the Plan from 1,000,000 to 2,000,000 to provide
sufficient stock to honor options granted by A+ Network and that will be
converted into options to acquire Metrocall Common Stock as a result of the
Merger, and for other appropriate grants. See "THE MERGER AGREEMENT AND TERMS OF
THE MERGER -- Treatment of Stock Options." The following summary description of
the 1996 Stock Option Plan is qualified in its entirety by reference to the full
text of the 1996 Stock Option Plan.

GENERAL

Purpose. The 1996 Stock Option Plan offers eligible employees and
non-employee directors the opportunity to purchase shares of Metrocall Common
Stock. The Plan is intended to encourage employees and non-employee directors to
acquire an equity interest in Metrocall, which thereby will create a stronger
incentive to expend maximum effort for the growth and success of Metrocall and
its subsidiaries. Funds received by Metrocall under the Plan may be used for any
general corporate purpose.

Eligibility. All employees of Metrocall and certain subsidiaries and those
nonemployee directors who have never been employees of Metrocall and its
subsidiaries ("Eligible Directors") are eligible to participate in the 1996
Stock Option Plan. As of October 2, 1996, there were 1,029 employees and two
directors eligible to receive grants under this Plan.

Shares Available Under the 1996 Stock Option Plan. If the stockholders of
Metrocall approve the Plan Amendment, the 1996 Stock Option Plan will authorize
the issuance of up to 2,000,000 shares of Metrocall Common Stock. The number of
shares issuable under the Plan will be adjusted for stock dividends, stock
splits, reclassifications and other changes affecting Metrocall's Common Stock.
If any option granted under the 1996 Stock Option Plan expires or terminates
prior to exercise in full, the shares subject to that option shall be available
for future grants under the Plan. The maximum number of shares that may be
acquired under the Plan by any individual is 750,000 shares, subject to
adjustment for stock dividends, stock splits, reclassifications, corporate
transactions or other changes affecting Metrocall Common Stock. Because the Plan
provides for discretionary grants of options, the specific amounts to be granted
to particular persons cannot be determined in advance.

Administration. The 1996 Stock Option Plan is administered by the
Compensation Committee of the Board of Directors (the "Committee"). The
Committee will have the sole authority and discretion to select employees to
participate in the Plan, to grant options to employees under the Plan, to
specify the terms and conditions of options granted to employees (within the
limitations of the Plan) and to otherwise interpret and construe the terms of
the Plan and any agreements governing options granted under the Plan. The
Committee has no discretion over the options granted to Eligible Directors.

OPTIONS GRANTED UNDER THE PLAN

General. All options granted under the Plan will be evidenced by a written
agreement setting forth the terms and conditions governing the option. The
Committee has broad discretion to determine the timing, amount, exercisability
and other terms and conditions of options granted to employees, but shall have
no discretion over the terms and conditions of options granted to Eligible
Directors. No options granted under the Plan are assignable or transferable,
other than by will or in accordance with the laws of descent and distribution.

Options Granted to Employees. Both incentive stock options and
non-statutory stock options are available for employees under the 1996 Stock
Option Plan. For incentive stock options, the option price shall be not less
than the fair market value of a share of Metrocall Common Stock on the date the
option is granted. However, if the employee receiving the option is a more than
10% owner of Metrocall Common Stock, the option price

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<PAGE> 94

shall not be less than the greater of par value or 110% of the fair market value
of a share of Metrocall Common Stock on the date the option is granted. For
non-statutory options, the option price shall be not less than the par value of
the Metrocall Common Stock. The closing price of a share of Metrocall Common
Stock, as reported on NNM on October 4, 1996 was 6 1/2.

Options Granted to Directors. All options granted to Eligible Directors
shall be non-statutory options. On the effective date of the Plan, all Eligible
Directors were granted an initial option to purchase 10,000 shares of Metrocall
Common Stock. Thereafter, every Eligible Director will be granted an initial
option to purchase 10,000 shares of Metrocall Common Stock at the time such
Eligible Director commences service on the Board of Directors. Subsequently,
each Eligible Director who received an initial grant of an option shall receive
an additional option to purchase 1,000 shares of Metrocall Common Stock on each
anniversary of the initial option, provided that the director continues to be an
Eligible Director on each anniversary date. Options granted to Eligible
Directors shall become fully vested six months after the date of grant. The
exercise price for options granted to Eligible Directors shall be the fair
market value of the Metrocall Common Stock on the date the option is granted or
the date of shareholder approval of the Plan, if later.

Exercise. Options granted under the 1996 Stock Option Plan to employees or
Eligible Directors may be exercised by delivery to the Committee of a written
notice of exercise. The notice must specify the number of shares being exercised
and must be accompanied by payment in full of the option price for the shares
being exercised (unless the optionee's written notice of exercise directs that
the stock certificates for the shares issued upon the exercise be delivered to a
licensed broker acceptable to Metrocall as the agent for the optionee and at the
time the stock certificates are delivered to the broker, the broker tenders to
Metrocall cash or cash equivalents acceptable to Metrocall equal to the exercise
price).

The option price may be paid as permitted by the option agreement, (a) in
cash or certified check; (b) by tendering shares of Metrocall Common Stock that
the optionee has held for at least 6 months or acquired under an option granted
not less than 6 months prior and that shall be valued at the fair market value
on the date of exercise; or (c) any combination of these methods. An optionee
shall not have any of the rights of a stockholder until payment in full for the
shares is received and a stock certificate is issued. In addition, with respect
to options granted to employees, options may be exercised by any other method
that the Committee prescribes.

For options granted to employees, the Committee may prescribe in the option
agreement that the optionee may elect to satisfy any federal, state or local
withholding tax requirements by directing Metrocall to apply shares of Metrocall
Common Stock to which the optionee is entitled as a result of the exercise of
the option in order to satisfy such withholding requirements.

Termination of Service. The Committee has discretion to fix the period in
which options granted to employees may be exercised after termination of
employment. Vested options granted to Eligible Directors remain exercisable for
the remaining term of the option (see "Term of Options," below).

Term of Options. Each option granted under the Plan will terminate no later
than 10 years after the date the option is granted. However, options intended to
be incentive stock options granted to employees under the Plan will expire no
later than 5 years after the date of the grant if the option is granted to an
employee who owns (or is deemed to own) more than 10% of the outstanding
Metrocall Common Stock.

AMENDMENT OR TERMINATION OF THE PLAN

The Board of Directors may amend or terminate the 1996 Stock Option Plan at
any time and from time to time, provided however, that no amendment shall,
without the approval of a majority of the stockholders of Metrocall (a)
materially change the eligibility requirements for receiving options under the
Plan; (b) increase the aggregate number of shares of Metrocall Common Stock that
may be issued pursuant to the Plan; or (c) materially increase the benefits
provided under the Plan. The Plan will terminate no later than 10 years after
its effective date.

81
<PAGE> 95

TAX CONSEQUENCES

The following is a general summary of the federal income tax treatment of
incentive stock options and non-qualified stock options that have been or will
be granted under the 1996 Stock Option Plan based upon the current provisions of
the Internal Revenue Code of 1986, as amended (the "Code") and regulations
promulgated thereunder.

Incentive Stock Options. Incentive stock options granted to employees under
the 1996 Stock Option Plan are intended to meet the requirements of Code section
422. No tax consequences result from the grant of the option. If an option
holder acquires stock upon the exercise, no income will be recognized by the
option holder for ordinary income tax purposes (although the difference between
the option exercise price and the fair market value of the stock subject to the
option may result in alternative minimum tax liability to the option holder) and
Metrocall will be allowed no deduction as a result of the exercise, if the
following conditions are met: (a) at all times during the period beginning with
the date of the granting of the option and ending on the day three months before
the date of such exercise, the option holder is an employee of Metrocall or of a
subsidiary; and (b) the option holder makes no disposition of the stock within
two years from the date the option is granted nor within one year after the
stock is transferred to the option holder. In the event of a sale of such stock
by the option holder after compliance with these conditions, any gain realized
over the price paid for stock will ordinarily be treated as long-term capital
gain, and any loss will be treated as a long-term capital loss, in the year of
the sale.

If the option holder fails to comply with the employment or holding period
requirements discussed above, the option holder will recognize ordinary income
in an amount equal to the lesser of (i) the difference between the fair market
value of the Metrocall Common Stock received upon exercise and the option
exercise price or (ii) the excess of the amount realized upon such disposition
over the exercise price. If the option holder is treated as having received
ordinary income because of his failure to comply with either condition above, an
equivalent deduction will be allowed to Metrocall in the same year.

Nonqualified Stock Options. No tax consequences result from the grant of a
nonqualified stock option. An option holder who exercises a non-qualified stock
option with cash generally will realize compensation taxable as ordinary income
in an amount equal to the difference between the fair market value of the option
shares on the date of exercise and the option exercise price, and Metrocall will
be entitled to a deduction from income in the same amount. The option holder's
basis in such shares will be the fair market value of the shares on the date
exercised, and when the shares are disposed of, capital gain or loss, either
long-term or short-term, will be recognized depending on the holding period of
the shares.

STOCKHOLDER APPROVAL

Approval of the Plan Amendment will require the affirmative vote of the
holders of a majority of the shares of Metrocall Common Stock present in person
or by proxy at the Metrocall Meeting. For purposes of determining the number of
shares present or represented, abstentions will be counted (and will, therefore,
be equivalent to a vote against), but broker non-votes will not be counted.
Failure of the stockholders to approve the Plan Amendment will cause the
Amendment to be of no force and effect.

82
<PAGE> 96

NEW PLAN BENEFITS

The following benefits have been awarded under the 1996 Stock Option Plan:

<TABLE>
<CAPTION>
NAME AND POSITION NUMBER OF SHARES
------------------------------------------------------------- ----------------
<S> <C>
William L. Collins, III, President
and Chief Executive Officer................................ 0
Vincent D. Kelly, Chief Financial
Officer, Treasurer, and Vice President..................... 0
Steven D. Jacoby, Chief Operating
Officer and Vice President................................. 0
Executive Group.............................................. 0
Non-Executive Director Group................................. 20,000
Non-Executive Officer Employee Group......................... 230,000
</TABLE>

Additional benefits to be awarded under the Plan have not been determined
at this time.

The Board of Directors recommends that you vote FOR the approval and
adoption of the Plan Amendment.

APPROVAL OF ISSUANCE OF METROCALL CONVERTIBLE PREFERRED STOCK

Metrocall is seeking approval of its stockholders to issue up to $35
million liquidation value of Series A Convertible Preferred Stock. In order to
insure compliance after the Merger with financial covenants under Metrocall's
existing indebtedness, reported cash flow of Metrocall and A+ Network must
increase to a level that is sufficient to allow Metrocall to assume or refinance
the indebtedness of A+ Network, or the overall level of indebtedness that would
exist after the Merger must be reduced by raising additional equity capital or
by other means. In addition, only $100 million of the $350 million under the New
Credit Facility is available (subject in any event to compliance with certain
financial ratios), and Metrocall cannot complete the tender and solicitation for
the A+ Notes, until Metrocall raises at least $25 million in additional equity
capital. The New Credit Facility will also require Metrocall to raise a further
$25 million in equity capital if Metrocall's ratio of cash flow to interest
expense is less than 2.0 to 1 for the quarter ended June 30, 1997. In order to
reduce its overall level of indebtedness and insure that these financial
covenants are met, Metrocall is seeking to issue $35 million liquidation value
of Series A Convertible Preferred Stock, the proceeds of which (net of $1.5
million of estimated expenses of issuance) will be used to reduce indebtedness
of Metrocall. There can be no assurance that Metrocall will be successful in
raising the equity capital it seeks to raise on acceptable terms.

Metrocall is currently seeking to place shares of Series A Convertible
Preferred Stock with institutional investors on substantially the terms set
forth below, subject to final determination by the Board of Directors of
Metrocall. If the terms under which the shares are to be issued differ in
respects that are materially adverse to shareholders of Metrocall Common Stock
compared to the terms set forth below, Metrocall will advise its shareholders of
the change in terms prior to the date of the Metrocall Special Meeting. The
specific purchasers of the Series A Convertible Preferred Stock have not yet
been identified.

Metrocall intends to issue 350,000 shares of Series A Convertible Preferred
Stock at a price of $100 per share, with each share having a liquidation
preference of $100 over other classes of equity securities of Metrocall. The
Series A Convertible Preferred Stock is expected to bear interest of 8% per year
payable in cash, or at Metrocall's option, in additional fully paid and
non-assessable shares of Series A Convertible Preferred Stock based upon a value
of $100 per share.

The Series A Convertible Preferred Stock will be non-voting, except that it
shall vote as a single class to approve: (i) any amendment to the Amended and
Restated Certificate of Incorporation or By-Laws of Metrocall which adversely
affects its rights or preferences, (ii) any merger, other than a merger with a
wholly-owned subsidiary of Metrocall, so long as the subsidiary was a subsidiary
of Metrocall on the date of the sale of

83
<PAGE> 97

the Series A Convertible Preferred Stock and Metrocall is the surviving
corporation of such merger, (iii) a sale of all or substantially all of the
assets of Metrocall, (iv) any direct or indirect purchase or other acquisition
by Metrocall of any capital stock of Metrocall held by any person (other than
holders of the Series A Convertible Preferred Stock) that is the beneficial
owner, directly or indirectly, of five percent or more of the voting power of
the outstanding stock of Metrocall, and (v) the liquidation and dissolution of
Metrocall. In addition, the holders of the Series A Convertible Preferred Stock,
voting separately as a single class, will (as long as no more than 50% of the
original Series A Convertible Preferred Stock has been converted into Metrocall
Common Stock) be entitled to elect one director of Metrocall who shall be a part
of the class of directors having an initial term expiring in 1999. Metrocall
intends to appoint a designee of the purchasers of the Series A Convertible
Preferred Stock to the Board of Directors of Metrocall immediately following the
Effective Time of the Merger. This designee has not yet been identified.

The Series A Convertible Preferred Stock will be convertible into shares of
Metrocall Common Stock at any time at the option of the holder, with each
preferred share being convertible into that number of shares of Metrocall Common
Stock equal to $100 divided by 1.25 times the market price of Metrocall Common
Stock on the date of initial issuance of the Series A Convertible Preferred
Stock. The conversion ratio will be subject to adjustment to protect against
dilution in the event of issuances of Metrocall Common Stock (or securities
convertible into or exercisable for shares of Metrocall Common Stock) at a price
less than the conversion price (with the exception of shares issued pursuant to
employee stock option or similar plan) and in the event of stock splits, stock
dividends, combinations or reclassifications.

Metrocall will have the option to redeem shares of Series A Convertible
Preferred Stock beginning three years after the issuance at a price of $100 per
share plus any accrued and unpaid dividends. Holders of the Series A Convertible
Preferred Stock will retain the right to convert their shares into Metrocall
Common Stock at any time until the redemption date.

The Board of Directors of Metrocall recommends that you vote FOR the
approval of the Preferred Stock Issuance.

LEGAL MATTERS

The validity of the Metrocall Common Stock to be issued in connection with
the Merger will be passed upon by Wilmer, Cutler & Pickering, Washington, D.C.
Certain legal issues of the Merger will be passed upon for Metrocall by Wilmer,
Cutler & Pickering, Washington, D.C. and for A+ Network by Waller Lansden Dortch
& Davis, A Professional Limited Liability Company, Nashville, Tennessee.

84
<PAGE> 98

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
NUMBER
-----------
<S> <C>
METROCALL, INC.
Report of Arthur Andersen LLP, Independent Public Accountants................... F-3
Consolidated Balance Sheets, December 31, 1994, 1995 and June 30, 1996.......... F-4
Consolidated Statements of Operations for the Years Ended December 31, 1993,
1994 and 1995 and for the Six Months Ended June 30, 1995 and 1996............. F-5
Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended
December 31, 1993, 1994 and 1995 and the Six Months Ended June 30, 1996....... F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 1993,
1994 and 1995 and for the Six Months Ended June 30, 1995 and 1996............. F-7
Notes to Consolidated Financial Statements...................................... F-8
A+ NETWORK, INC.
Independent Auditors' Report, Deloitte & Touche LLP............................. F-27
Consolidated Balance Sheets, December 31, 1994, 1995 and June 30, 1996
(Unaudited)................................................................... F-28
Consolidated Statements of Operations Years Ended December 31, 1993, 1994 and
1995 and Six Months Ended June 30, 1995 and 1996 (Unaudited).................. F-29
Consolidated Statements of Stockholders' Equity (Deficit) Years Ended December
31, 1993, 1994 and 1995 and Six Months Ended June 30, 1996 (Unaudited)........ F-30
Consolidated Statements of Cash Flows Years Ended December 31, 1993, 1994 and
1995 and Six Months Ended June 30, 1995 and 1996 (Unaudited).................. F-31
Notes to Consolidated Financial Statements...................................... F-32
NETWORK PAGING CORPORATION
Report of Price Waterhouse LLP, Independent Certified Public Accountants........ F-44
Consolidated Balance Sheets, December 31, 1993 and 1994......................... F-45
Consolidated Statements of Operations for the Years Ended December 31, 1993 and
1994.......................................................................... F-46
Consolidated Statements of Shareholders' Equity (Deficit) for the Years Ended
December 31, 1993 and 1994.................................................... F-47
Consolidated Statements of Cash Flows for the Years Ended December 31, 1993 and
1994.......................................................................... F-48
Notes to Consolidated Financial Statements...................................... F-49
NETWORK PAGING CORPORATION (UNAUDITED)
Unaudited Consolidated Statements of Operations Periods Ended October 31, 1994
and October 24, 1995.......................................................... F-58
Unaudited Consolidated Statements of Shareholders' Equity Periods Ended October
31, 1994 and October 24, 1995................................................. F-59
Unaudited Consolidated Statements of Cash Flows Periods Ended October 31, 1994
and October 24, 1995.......................................................... F-60
Notes to Unaudited Consolidated Financial Statements............................ F-61
PARKWAY PAGING, INC.
Report of Hutton, Patterson & Company, Independent Public Accountants........... F-62
Balance Sheets, December 31, 1994, 1995 and June 20, 1996....................... F-63
Statements of Income and Retained (Deficit) Earnings for the Years Ended
December 31, 1995, 1994 and 1993 and the Quarters Ended June 20, 1995 and
1996.......................................................................... F-64
Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993
and the Quarters Ended June 20, 1995 and 1996................................. F-65
Notes to Financial Statements................................................... F-66
O.R. ESTMAN, INC. AND DANA PAGING, INC. DBA SATELLITE PAGING AND MESSAGE NETWORK
Report of Arthur Andersen LLP, Independent Public Accountants................... F-74
Combined Balance Sheets, December 31, 1995 and June 30, 1996.................... F-75
</TABLE>

F-1
<PAGE> 99

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<S> <C>
Combined Statements of Operations and Accumulated Deficit for the Year Ended
December 31, 1995 and the Six-Month Periods Ended June 30, 1995 and 1996...... F-76
Combined Statements of Cash Flows for the Year Ended December 31, 1995 and the
Six-Month Periods Ended June 30, 1995 and 1996................................ F-77
Notes to Combined Financial Statements.......................................... F-78
PAGE AMERICA GROUP, INC.
Report of Ernst & Young LLP, Independent Auditors............................... F-83
Statements of Net Assets, December 31, 1994, 1995 and June 30, 1996
(Unaudited)................................................................... F-84
Statements of Operations and Net Assets for the Three Years Ended December 31,
1993, 1994 and 1995 and for the Six Months Ended June 30, 1995 and 1996
(Unaudited)................................................................... F-85
Statements of Cash Flows for the Three Years Ended December 31, 1993, 1994 and
1995 and for the Six Months Ended June 30, 1995 and 1996 (Unaudited).......... F-86
Notes to Financial Statements................................................... F-87
</TABLE>

F-2
<PAGE> 100

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Metrocall, Inc.:

We have audited the accompanying consolidated balance sheets of Metrocall,
Inc. and subsidiaries as of December 31, 1994 and 1995, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Metrocall, Inc. and
subsidiaries as of December 31, 1994 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Washington D.C.,
February 8, 1996

F-3
<PAGE> 101

METROCALL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)

ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- JUNE 30,
1994 1995 1996
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:...........................................
Cash and cash equivalents............................... $ 2,773 $123,574 $ 49,377
Accounts receivable, less allowance for doubtful
accounts of $1,150, $968 and $917 as of December 31,
1994 and 1995, and June 30, 1996 respectively........ 6,231 9,785 10,788
Prepaid expenses and other current assets............... 838 1,908 2,021
-------- -------- -----------
Total current assets............................ 9,842 135,267 62,186
-------- -------- -----------
PROPERTY AND EQUIPMENT:
Land, buildings and leasehold improvements.............. 9,667 9,900 10,445
Furniture, office equipment and vehicles................ 6,998 12,794 15,605
Paging and plant equipment.............................. 78,463 103,427 129,786
Less -- Accumulated depreciation and amortization....... (36,927) (50,175) (62,461)
-------- -------- -----------
58,201 75,946 93,375
-------- -------- -----------
INTANGIBLE ASSETS, net of accumulated amortization of
approximately $11,466, $8,875 and $12,437 as of December
31, 1994 and 1995, and June 30, 1996, respectively...... 131,962 129,085 192,248
EQUITY INVESTMENT IN A+ NETWORK, INC...................... -- -- 26,759
OTHER ASSETS.............................................. 575 316 312
-------- -------- -----------
TOTAL ASSETS.............................................. $200,580 $340,614 $$374,880
======== ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt.................... $ 443 $ 252 $ 271
Accounts payable........................................ 7,340 9,390 17,457
Obligations under tender offer.......................... -- -- 45,165
Deferred revenues and subscriber deposits............... 3,408 1,950 2,759
Other current liabilities............................... 3,928 7,666 7,001
-------- -------- -----------
Total current liabilities....................... 15,119 19,258 72,653
-------- -------- -----------
CAPITAL LEASE OBLIGATION, less current maturities......... 3,057 2,849 2,745
LONG-TERM DEBT, less current maturities................... 101,346 150,954 150,918
DEFERRED INCOME TAX LIABILITY............................. 12,500 11,814 11,471
MINORITY INTEREST IN PARTNERSHIP.......................... 422 501 500
COMMITMENTS AND CONTINGENCIES
(Notes 6, 9 and 13)
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share; 1,000,000
shares authorized; none issued and outstanding....... -- -- --
Common stock, par value $.01 per share; 26,000,000
shares authorized; 10,610,673, 14,626,255 and
14,626,255 shares issued and outstanding as of
December 31, 1994 and 1995 and June 30, 1996,
respectively......................................... 106 146 146
Additional paid-in capital.............................. 94,792 201,956 201,956
Accumulated deficit..................................... (26,762) (46,864) (65,509)
-------- -------- -----------
68,136 155,238 136,593
-------- -------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................ $200,580 $340,614 $ 374,880
======== ======== =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE> 102

METROCALL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------- -----------------------
1993 1994 1995 1995 1996
--------- --------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES:
Service, rent and maintenance............................ $ 33,111 $ 49,716 $ 92,160 $ 45,504 $ 48,829
Product sales............................................ 4,549 8,139 18,699 7,932 13,158
--------- --------- ---------- ---------- ----------
Total revenues.................................... 37,660 57,855 110,859 53,436 61,987
Net book value of products sold.......................... (4,130) (6,962) (15,527) (6,750) (10,560)
--------- --------- ---------- ---------- ----------
33,530 50,893 95,332 46,686 51,427
OPERATING EXPENSES:
Service, rent and maintenance............................ 9,559 14,014 27,258 12,642 16,498
Selling and marketing.................................... 4,945 7,412 15,656 7,827 9,992
General and administrative............................... 8,103 13,315 24,647 12,126 12,702
Depreciation and amortization............................ 6,525 13,829 31,504 12,713 25,098
Management reorganization charge (Note 3)................ -- -- 2,050 -- --
Forgiveness of stockholder notes receivable (Note 8)..... 4,831 -- -- -- --
--------- --------- ---------- ---------- ----------
33,963 48,570 101,115 45,308 64,290
--------- --------- ---------- ---------- ----------
(Loss) income from operations..................... (433) 2,323 (5,783) 1,378 (12,863)
INTEREST AND OTHER INCOME (EXPENSE)........................ 77 161 2,011 (9) 2,511
INTEREST EXPENSE........................................... (1,331) (3,726) (12,533) (5,408) (8,401)
--------- --------- ---------- ---------- ----------
LOSS BEFORE INCOME TAX (PROVISION) BENEFIT AND
EXTRAORDINARY ITEM....................................... (1,687) (1,242) (16,305) (4,039) (18,753)
INCOME TAX (PROVISION) BENEFIT............................. (59) 152 595 312 108
--------- --------- ---------- ---------- ----------
NET LOSS BEFORE EXTRAORDINARY ITEM......................... (1,746) (1,090) (15,710) (3,727) (18,645)
EXTRAORDINARY ITEM: Write-off of unamortized debt financing
costs, net of income tax benefit of $0, $36 and $0 for
the years ended December 31, 1993, 1994 and 1995,
respectively (Note 6).................................... (439) (1,309) (4,392) -- --
--------- --------- ---------- ---------- ----------
Net loss.......................................... $ (2,185) $ (2,399) $ (20,102) $ (3,727) $ (18,645)
========= ========= ========== ========== ==========
NET LOSS PER COMMON SHARE:
Loss per common share before extraordinary item............ $ (0.14) $ (1.34) $ (0.35) $ (1.27)
Extraordinary item, net of income tax benefit.............. (0.16) (0.38) -- --
--------- ---------- ---------- ----------
NET LOSS PER COMMON SHARE.................................. $ (0.30) $ (1.72) $ (0.35) $ (1.27)
--------- ---------- ---------- ----------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING................. 8,127,679 11,668,140 10,605,253 14,626,255
========= ========== ========== ==========
PRO FORMA NET LOSS DATA (UNAUDITED):
Loss before benefit for income taxes and extraordinary
item, as reported...................................... $ (1,687)
Pro forma income tax benefit............................. 673
---------
Pro forma net loss before extraordinary item............. (1,014)
Extraordinary item, net of income tax benefit of $175.... (264)
---------
PRO FORMA NET LOSS....................................... $ (1,278)
=========
PRO FORMA NET LOSS PER COMMON SHARE DATA (UNAUDITED):
Pro forma net loss per common share before extraordinary
item................................................... $ (0.11)
Extraordinary item, net of pro forma income tax
benefit................................................ (0.04)
---------
PRO FORMA NET LOSS PER COMMON SHARE........................ $ (0.15)
=========
PRO FORMA WEIGHTED AVERAGE COMMON SHARES OUTSTANDING....... 6,597,209
=========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE> 103

METROCALL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)

<TABLE>
<CAPTION>
NOTES
ADDITIONAL RECEIVABLE
PREFERRED COMMON PAID-IN ACCUMULATED FROM
STOCK STOCK CAPITAL DEFICIT STOCKHOLDERS TOTAL
--------- ------ ---------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992................ $ -- $ 40 $ 1,480 $ (8,063) $ (4,831) $(11,374)
Distributions to Subchapter S
stockholders:
Federal and state income taxes
payable.............................. -- -- -- (2,568) -- (2,568)
Previously undistributed Subchapter S
earnings............................. -- -- -- (11,547) -- (11,547)
Forgiveness of notes receivable from
stockholders (Note 8)................ -- -- -- -- 4,831 4,831
Net proceeds from initial public
offering (including underwriters'
options exercised) (Note 8).......... -- 31 36,541 -- -- 36,572
Net loss................................ -- -- -- (2,185) -- (2,185)
--------- ------ ---------- ----------- ------------ --------
BALANCE, December 31, 1993................ -- 71 38,021 (24,363) -- 13,729
Shares issued in acquisition of
FirstPAGE (Note 4)................... -- 29 45,161 -- -- 45,190
Shares issued in acquisition of
MetroPaging (Note 4)................. -- 6 11,610 -- -- 11,616
Net loss................................ -- -- -- (2,399) -- (2,399)
--------- ------ ---------- ----------- ------------ --------
BALANCE, December 31, 1994................ -- 106 94,792 (26,762) -- 68,136
MetroPaging acquisition purchase price
adjustment (Note 4).................. -- -- (105) -- -- (105)
Exercise of stock options............... -- -- 46 -- -- 46
Net proceeds from public offering (Note
8)................................... -- 40 106,938 -- -- 106,978
Compensation on amendment of stock
options in management reorganization
(Note 3)............................. -- -- 285 -- -- 285
Net loss................................ -- -- -- (20,102) -- (20,102)
--------- ------ ---------- ----------- ------------ --------
BALANCE, December 31, 1995................ -- 146 201,956 (46,864) -- 155,238
Net loss (unaudited).................... -- -- -- (18,645) -- (18,645)
--------- ------ ---------- ----------- ------------ --------
BALANCE, June 30, 1996 (unaudited)........ $ -- $146 $ 201,956 $ (65,509) -- $136,593
======= ====== ======== ========= ========= ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE> 104

METROCALL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------------- --------------------
1993 1994 1995 1995 1996
-------- -------- --------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................ $ (2,185) $ (2,399) $ (20,102) $ (3,727) $(18,645)
Adjustments to reconcile net loss to net cash
provided by operating activities --
Depreciation and amortization................. 6,525 13,829 31,504 12,713 25,098
Compensation on amendment of stock options in
management reorganization................... -- -- 285 -- --
Amortization of debt financing costs.......... 73 296 595 377 176
Decrease in deferred income taxes............. -- (200) (686) (343) (343)
Write-off of deferred acquisition costs....... -- -- -- -- 388
Equity in loss of A+ Network, Inc. ........... -- -- -- -- 153
Deferred debt financing costs................. -- -- -- (35) --
Interest expense in excess of lease payment... -- 27 -- -- --
Loss on sale of equipment..................... -- 19 3 -- --
Forgiveness of stockholder notes receivable
(Note 8).................................... 4,831 -- -- -- --
Extraordinary item: Write-off of unamortized
debt financing costs (Note 6)............... 439 1,309 4,392 -- --
Cash provided by (used in) changes in current
assets and liabilities, net of effects from
acquisitions:
Accounts receivable........................... (791) (1,721) (3,554) (3,950) (1,002)
Prepaid expenses and other current assets..... 469 (236) (1,070) (186) (113)
Accounts payable.............................. 2,307 652 2,050 (1,883) 8,068
Deferred revenues............................. 224 448 (736) 847 957
Subscriber deposits........................... (227) (357) (722) (213) (148)
Other current liabilities..................... (736) 129 3,738 (23) (665)
-------- -------- ------- -------- --------
Net cash provided by operating
activities............................. 10,929 11,796 15,697 3,577 13,924
-------- -------- ------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net........ (13,561) (19,091) (44,058) (15,128) (39,065)
Additions to intangibles........................ (162) (641) (3,592) (754) (35,265)
Equity investment in A+ Network, Inc. .......... -- -- -- -- (13,671)
Cash acquired in acquisitions, net of costs
incurred (Note 4)............................. -- 497 -- -- --
Payment received on related-party notes
receivable.................................... 94 -- -- -- --
Net distributions from partnership
investments................................... 31 -- -- -- --
Proceeds from sale of equipment................. -- -- 1,166 -- --
Other........................................... -- 8 259 74 2
-------- -------- ------- -------- --------
Net cash used in investing activities.... (13,598) (19,227) (46,225) (15,808) (87,999)
-------- -------- ------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from public offering of common
stock......................................... 36,572 -- 106,978 -- --
Proceeds from long-term debt.................... 10,500 24,781 163,000 13,000 --
Principal payments on long-term debt............ (29,540) (12,788) (113,790) (110) (122)
Proceeds from exercise of common stock
options....................................... -- -- 46 17 --
Deferred debt financing costs................... (1,479) (2,879) (4,984) -- --
Distributions to Subchapter S stockholders...... (14,115) -- -- -- --
Increase (decrease) in minority interest in
partnership................................... 45 76 79 2 --
-------- -------- ------- -------- --------
Net cash provided by (used in) financing
activities............................. 1,983 9,190 151,329 12,909 (122)
-------- -------- ------- -------- --------
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS..................................... (686) 1,759 120,801 678 (74,197)
CASH AND CASH EQUIVALENTS, beginning of period.... 1,700 1,014 2,773 2,773 123,574
-------- -------- ------- -------- --------
CASH AND CASH EQUIVALENTS, end of period.......... $ 1,014 $ 2,773 $ 123,574 $ 3,451 $ 49,377
======== ======== ======= ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-7
<PAGE> 105

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

1. ORGANIZATION

Metrocall, Inc. ("Metrocall"), provides local and regional paging services
in the Northeast, Mid-Atlantic and Southeast regions and in California, Nevada
and Arizona. In the East, Metrocall's coverage extends from Southern Florida
through the Carolinas to the Tidewater, Richmond and Roanoke areas of Virginia
through Washington, D.C., Baltimore, Philadelphia, and Atlantic City to New York
City and Boston. In the West, Metrocall's coverage extends from Southern
California, Central California, greater San Francisco and Sacramento through
Reno, Las Vegas and Phoenix. Metrocall also provides nationwide wireless
communications to pagers, data terminals, personal computers and personal
digital assistants throughout the top 100 Standard Metropolitan Statistical
Areas representing approximately 860 U.S. cities through the Metrocall
Nationwide Wireless Network.

On August 31, and November 29, 1994, Metrocall acquired FirstPAGE USA, Inc.
("FirstPAGE") and MetroPaging Inc. ("MetroPaging", formerly AllCity Paging,
Inc.), respectively, which are now wholly-owned subsidiaries of Metrocall.
FirstPAGE provides paging services in the Mid-Atlantic and Northeast regions of
the United States. MetroPaging provides paging services throughout California
including San Francisco, Los Angeles and San Diego. On April 28, 1995, FirstPAGE
and MetroPaging were merged into Metrocall and those entities were dissolved.

The 1993 consolidated financial statements do not include FirstPAGE and
MetroPaging since they were not affiliated with Metrocall prior to the
acquisition dates. The consolidated statement of operations for the year ended
December 31, 1994, includes the results of operations of FirstPAGE and
MetroPaging since their respective acquisition dates.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

In addition to Metrocall, the accompanying consolidated financial
statements include the accounts of Metrocall's 61% interest in Beacon Peak
Associates Ltd. ("Beacon Peak"), Metrocall's 20% interest in Beacon
Communications Associates ("Beacon Communications"), and Metrocall of Virginia,
Inc. and Metrocall, USA, Inc., nonoperating wholly-owned subsidiaries which hold
certain of the Company's regulatory licenses used by the Federal Communications
Commission (the "FCC"). The companies are collectively referred to herein as the
"Company".

Beacon Communications owns the building which is the Company's
headquarters. Since Beacon Communications' debt related to the building is
guaranteed by the Company's lease (expiring 2008) and because the Company has
made the only substantive investments in Beacon Communications, the accounts of
Beacon Communications have been consolidated in the accompanying financial
statements. In 2008, the Company and Beacon Communications could agree upon
alternate arrangements that could result in an accounting treatment other than
consolidation. Beacon Peak owns land, adjacent to the Beacon Communications
building, which is valued at cost.

The minority interest in Beacon Peak is $422,000, $501,000 and $500,000 as
of December 31, 1994 and 1995, and June 30, 1996 respectively. Beacon
Communications has a partnership deficit as of December 31, 1994 and 1995, and
June 30, 1996 respectively, and accordingly, the minority interest is not
recognized in the accompanying consolidated financial statements.

All significant intercompany transactions have been eliminated in
consolidation.

F-8
<PAGE> 106

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

2. SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

Interim Financial Information

The unaudited consolidated financial statements as of June 30, 1996 and for
the six months ended June 30, 1996 and 1995 include, in the opinion of
management, all adjustments (consisting of normal recurring adjustments)
necessary to present fairly the Company's consolidated financial position,
results of operations and cash flows. Operating results for the six months ended
June 30, 1996 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1996.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue under service, rental and maintenance
agreements with customers as the related services are performed. The Company
leases (as lessor) radio pagers under operating leases. Substantially all the
leases are on a month-to-month basis. Advance billings for services are deferred
and recognized as revenue when earned. Sales of equipment are recognized upon
delivery.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, highly liquid investments
purchased with original maturities of three months or less.

Property and Equipment

Property and equipment are carried at cost. Depreciation is computed using
the straight-line method over the following estimated useful lives.

<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Buildings and leasehold improvements....................................... 10-31
Furniture and office equipment............................................. 5-10
Vehicles................................................................... 3-5
Subscriber paging equipment................................................ 3-5
Transmission and plant equipment........................................... 5-12
</TABLE>

The net book value of lost pagers is charged to depreciation expense.

Beginning in July 1995, the Company began recording and depreciating all
new pagers as a component of subscriber paging equipment. The effect of this
change was to increase depreciation expense in 1995 and for the six-month period
ended June 30, 1996 by approximately $2.7 million and $2.6 million,
respectively. Betterments to acquired pagers are charged to depreciation
expense. Amounts classified as inventories in the prior year's financial
statements have been reclassified to conform with the current year's
presentation.

F-9
<PAGE> 107

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

2. SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

Purchases of property and equipment in the accompanying consolidated
statements of cash flows are reflected net of net book value of products sold to
approximate the net addition to subscriber equipment.

The Company currently purchases a significant amount of its subscriber
paging equipment from one supplier. Although there are other manufacturers of
similar subscriber paging equipment, the inability of this supplier to provide
equipment required by the Company could result in a decrease of pager placements
and decline in sales, which could adversely affect operating results.

Intangible Assets

Intangible assets, net of accumulated amortization, consist of the
following (dollars in thousands).

<TABLE>
<CAPTION>
DECEMBER 31, AMORTIZATION
-------------------- JUNE 30, PERIOD IN
1994 1995 1996 YEARS
-------- -------- ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
State certificates and FCC licenses............ $ 66,679 $ 65,095 $ 64,308 5-40
Goodwill....................................... 44,794 43,754 107,843 25-40
Customer lists................................. 17,034 13,886 12,315 2-6
Debt financing costs........................... 2,989 4,937 4,913 5-12
Other.......................................... 466 1,413 2,869 5-7
-------- -------- -----------
$131,962 $129,085 $ 192,248
======== ======== =========
</TABLE>

During 1995, the Company wrote off certain fully amortized intangible
assets with an original cost of approximately $8.8 million.

Long-Lived Assets

Long-lived assets and identifiable intangibles to be held and used are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount should be addressed. Impairment is measured by
comparing the carrying value to the estimated undiscounted future cash flows
expected to result from use of the assets and their eventual disposition. The
Company determined that as of December 31, 1994 and 1995, and June 30, 1996
there had been no permanent impairment in the carrying value of long-lived
assets.

The Company's estimates of anticipated gross revenues, the remaining
estimated useful lives of tangible and intangible assets, or both could be
reduced significantly in the near term due to changes in technology, regulation
or competitive pressures in any of the Company's individual markets. As a
result, the carrying amount of long-lived assets and intangibles including
goodwill could be reduced materially in the near term.

Income Taxes

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes."

Effective January 1, 1987, with the consent of its stockholders, the
Company elected to be an S corporation under the Internal Revenue Code (the
"IRC") and became a cash basis taxpayer. In 1993, upon completion of an initial
public offering of common stock (the "Offering", see Note 8), the Company no
longer qualified as an S corporation and became subject to corporate income
taxes. Accordingly, the

F-10
<PAGE> 108

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

2. SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

accompanying consolidated statement of operations for the year ended December
31, 1993, includes a pro forma adjustment for income tax benefit, which would
have been recorded had the Company been subject to Federal and state corporate
income taxes based on the tax laws in effect during the period (see Note 10).

Net Loss Per Common Share

Net loss per common share for the years ended December 31, 1994 and 1995
and the six months ended June 30, 1995 and 1996, is based upon the
weighted-average number of common equivalent shares outstanding during the
period. The effect of outstanding options on net loss per share for the years
ended December 31, 1994 and 1995 and the six months ended June 30, 1995 and 1996
is not included because such options would be antidilutive.

Pro forma net loss per common share has been computed by dividing pro forma
net loss, after adjustment for applicable interest expense, by the pro forma
weighted-average number of common shares outstanding. The pro forma
weighted-average shares outstanding has been adjusted for the number of shares
related to the forgiveness of notes receivable on shares granted to certain
officers of the Company effected upon the completion of the Offering, plus the
estimated number of shares that the Company would need to issue to pay
distributions of Subchapter S earnings to the pre-Offering stockholders (see
Note 8), and to repay a portion of borrowings under the Company's then existing
credit agreement (see Note 6).

Pursuant to the requirements of the Securities and Exchange Commission,
common stock issued by the Company during the 12 months immediately preceding
the Offering has been included in the calculation of the shares used in
computing pro forma net loss per common share as if such shares had been
outstanding the entire period for periods prior to the Offering.

Reclassifications

Certain amounts in the prior years' consolidated financial statements have
been reclassified to conform with the current year's presentation.

3. MANAGEMENT REORGANIZATION

In January 1996, the Company completed a management reorganization. Under
the reorganization, the Company's Chairman of the Board was replaced and the
Company's Chief Executive Officer resigned. Severance and other separation costs
for the former Chairman and former Chief Executive Officer have been accrued and
recorded as a management reorganization charge in the accompanying consolidated
financial statements as of and for the year ended December 31, 1995.
Additionally, certain non-sales employees were terminated and related severance
costs have been included in the management reorganization charge. Severance
costs include approximately $285,000 of compensation expense recognized upon
amending option agreements with certain former employees and the Company's
former Chief Executive Officer to increase vesting and exercise periods.

4. ACQUISITIONS

FirstPAGE USA, Inc.

On August 31, 1994, the Company acquired 100% of the outstanding common
stock of FirstPAGE by means of a merger of FPGE Acquisition Corp., Inc.,
formerly a wholly-owned subsidiary of Metrocall formed to effect the FirstPAGE
merger, with and into FirstPAGE, leaving FirstPAGE a wholly-owned subsidiary of

F-11
<PAGE> 109

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

4. ACQUISITIONS -- (CONTINUED)

the Company. The acquisition was financed through the issuance of 2,869,190
shares of the Company's common stock and options to purchase 47,387 shares of
the Company's common stock and an assumption of substantially all liabilities of
FirstPAGE. The acquisition was accounted for as a purchase. The purchase price
was allocated as follows (in thousands):

<TABLE>
<S> <C>
Plant and equipment............................................ $ 18,258
Accounts receivable and other assets........................... 4,795
Customer lists................................................. 11,779
FCC licenses and state certificates............................ 54,836
Goodwill....................................................... 34,142
Liabilities assumed............................................ (64,813)
Direct acquisition costs....................................... (2,607)
Deferred income tax liability.................................. (11,200)
--------
$ 45,190
========
</TABLE>

MetroPaging Inc. (formerly AllCity Paging, Inc.)

On November 29, 1994, the Company acquired 100% of the outstanding common
stock of MetroPaging by means of a merger of ACPI Acquisition Corporation,
formerly a wholly-owned subsidiary of Metrocall formed to effect the MetroPaging
merger, with and into MetroPaging, leaving MetroPaging a wholly-owned subsidiary
of the Company. The acquisition was financed through the issuance of 630,645
shares of the Company's common stock and an assumption of substantially all
liabilities of MetroPaging. The acquisition was accounted for as a purchase. The
purchase price was allocated as follows (in thousands):

<TABLE>
<S> <C>
Plant and equipment............................................ $ 4,614
Accounts receivable and other assets........................... 1,646
Customer lists................................................. 6,006
FCC licenses and state certificates............................ 11,863
Goodwill....................................................... 10,242
Liabilities assumed............................................ (20,173)
Direct acquisition costs....................................... (1,193)
Deferred income tax liability.................................. (1,500)
--------
$ 11,505
========
</TABLE>

In May 1995, the total number of shares of Metrocall common stock issued to
MetroPaging stockholders was adjusted, reducing the total purchase price by
approximately $105,000. This adjustment reduced goodwill recorded as a result of
the acquisition.

The unaudited pro forma information presented below reflects the
acquisitions of FirstPAGE and MetroPaging as if each had occurred on January 1,
1993. The results are not necessarily indicative of future

F-12
<PAGE> 110

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

4. ACQUISITIONS -- (CONTINUED)

operating results or of what would have occurred had the acquisitions actually
been consummated at that date (in thousands, except per share data).

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
---------------------
1993 1994
-------- --------
<S> <C> <C>
Total Revenues............................................... $ 80,471 $ 98,368
Net loss before extraordinary item........................... (10,873) (13,192)
Net loss..................................................... (11,137) (14,501)
Net loss per common share before extraordinary item.......... (1.08) (1.24)
Net loss per common share.................................... (1.10) (1.36)
</TABLE>

5. OTHER CURRENT LIABILITIES

The amounts included in other current liabilities are as follows (in
thousands).

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- JUNE 30,
1994 1995 1996
------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Accrued severance, payroll and payroll taxes......... $1,623 $2,763 $ 2,247
Accrued interest payable............................. 898 3,893 3,938
Accrued insurance claims............................. 292 300 375
Accrued state and local taxes........................ 181 220 227
Other................................................ 951 490 214
------ ------ -----------
$3,928 $7,666 $ 7,001
====== ====== =========
</TABLE>

F-13
<PAGE> 111

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

6. LONG-TERM LIABILITIES

Long-Term Debt

Long-term debt consists of the following (in thousands).

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- JUNE 30,
1994 1995 1996
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Senior Subordinated Notes, bearing interest at
10 3/8%, Notes due in 2007......................... $ -- $150,000 $ 150,000
Credit agreement, interest at a floating rate,
defined below, with principal payments beginning
December 1997...................................... 100,320 -- --
Industrial development revenue note, interest at 70%
of prime rate plus 1/2% (6.5% and 6.5%,
respectively), principal of $6 plus interest,
payable monthly to December 2008, secured by the
Company's headquarters building.................... 1,098 1,026 990
Promissory note payable to bank, interest payable
monthly at prime rate plus 1.5% (10.0% and 10.0%
respectively), $216 principal payable annually to
November 1995, secured by land..................... 216 -- --
-------- -------- -----------
101,634 151,026 150,990
Less -- Current portion.............................. 288 72 72
-------- -------- -----------
Long-term portion.................................... $101,346 $150,954 $ 150,918
======== ======== =========
</TABLE>

Senior Subordinated Notes

On October 2, 1995, the Company completed a public offering of $150.0
million Senior Subordinated Notes (the "Notes"), due 2007, bearing interest at
10.375% per annum, payable semi-annually on April 1 and October 1, commencing
April 1, 1996. The Notes are general unsecured obligations subordinated in right
to the Company's existing long-term debt and other senior obligations, as
defined. After underwriting discounts, commissions and other professional fees,
net proceeds from the Notes were approximately $145.0 million. Proceeds were
used to repay approximately $113.3 million outstanding under the Company's then
existing credit facility.

The Company incurred total loan origination fees and other direct financing
costs of approximately $5.0 million which will be recognized as interest expense
over the term of the Notes. Debt financing costs are included in intangible
assets in the accompanying consolidated balance sheet as of December 31, 1995.

The Notes contain various covenants that, among other restrictions, limit
the ability of the Company to incur other indebtedness, pay dividends, engage in
certain transactions with affiliates, sell assets and engage in mergers and
consolidations except under certain circumstances.

F-14
<PAGE> 112

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

6. LONG-TERM LIABILITIES -- (CONTINUED)

The Notes may be redeemed at the Company's option after October 1, 2000.
The following redemption prices are applicable to any optional redemption of the
Notes by the Company during the 12-month period beginning on October 1 of the
years indicated below:

<TABLE>
<CAPTION>
YEARS PERCENTAGE
----------------------------------------------------------------- ----------
<S> <C>
2000............................................................. 105.188%
2001............................................................. 103.458%
2002............................................................. 101.729%
2003 and thereafter.............................................. 100.000%
</TABLE>

In the event of a change in control of the Company, as defined, each holder
of the Notes will have the right, at such holder's option, to require the
Company to purchase that holder's Notes at a purchase price equal to 101% of the
principal amount thereof, plus any accrued and unpaid interest to the date of
purchase.

Capital Lease Obligations

In April 1994, the Company entered into a lease agreement (the "Lease
Agreement") for additional office space. The Lease Agreement required initial
minimum annual rents of $450,000. The Lease Agreement continues for an initial
period of 10 years and may be renewed for two additional five-year periods. In
connection with the Lease Agreement, the Company entered into an Option and
Purchase Agreement (the "Purchase Agreement"), which gives the Company an option
to acquire a 51% interest in the property housing the newly acquired office
space, discussed above. The Company may exercise the option from January 2,
1995, through December 31, 1997. At the time the option is exercised, the
Company, along with the owners of the remaining 49% interest in the property,
will contribute the property to a limited partnership for which the Company will
serve as general partner and receive a 51% equity interest. When, if ever, the
Company exercises the purchase option to the Purchase Agreement, the purchase
price will be approximately $2.9 million.

Aggregate maturities of long-term debt and capital lease obligation as of
December 31, 1995, are as follows (in thousands).

<TABLE>
<CAPTION>
LONG-TERM CAPITAL LEASE
DEBT OBLIGATION
--------- -------------
<S> <C> <C>
1996.................................................. $ 72 $ 180
1997.................................................. 72 213
1998.................................................. 72 250
1999.................................................. 72 291
2000.................................................. 72 336
Thereafter............................................ 150,666 1,759
--------- -------------
$151,026 $ 3,029
======== ==========
</TABLE>

On July 1, 1996, the Company entered into a lease agreement for certain
computer equipment. The lease agreement requires quarterly rental payments of
approximately $115,000 for a period of three years. This lease agreement will be
accounted for as a capital lease for financial reporting purposes.

F-15
<PAGE> 113

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

6. LONG-TERM LIABILITIES -- (CONTINUED)

Existing Credit Facility

On August 31, 1994, the Company entered into a secured credit agreement
(the "Agreement", as amended) with a group of lenders (the "Lenders") for $175.0
million consisting of a seven-year $100.0 million reducing revolver and a
seven-year $75.0 million revolving credit and term loan (collectively, the
"Facility"). Borrowings under the Facility were used to refinance existing
indebtedness (under its former credit agreement, discussed below) and finance
the acquisitions of FirstPAGE and MetroPaging (see Notes 4 and 11), as well as
capital expenditures and general corporate requirements. Amounts outstanding
under the Facility are secured by substantially all assets of the Company and
are subject to required quarterly principal repayments beginning December 31,
1997, and continuing through September 30, 2001.

Upon completion of the Notes Offering, discussed above, the Company repaid
all amounts outstanding under the Facility and terminated the interest rate swap
agreements. Accordingly, upon repayment, the Company recorded an extraordinary
charge to write-off existing unamortized debt financing costs and breakage fees
associated with the termination of two interest rate swap agreements of $4.4
million.

The Agreement contains various covenants that, among other restrictions,
require the Company to maintain certain financial ratios, as defined, including
total leverage ratio, annualized operating cash flow to pro forma debt service,
total sources of cash to total uses of cash and operating cash flow to interest
expense. The covenants limit additional indebtedness and future mergers and
acquisitions without the approval of the Lenders and restrict the payment of
cash dividends and other stockholder distributions by the Company during the
term of the Agreement. The Agreement also prohibits a change in ownership
control of the Company, as defined, during the term of the Agreement.

Under the Agreement, the Company may designate all or any portion of the
borrowings outstanding as either a floating rate advance or a Eurodollar rate
advance. The portion designated as a floating rate advance bears interest at the
lending agent's base rate plus a predefined margin ranging from 0.0% to 1.375%.
The portion designated as a Eurodollar rate advance bears interest at the London
Interbank Offered Rate ("LIBOR") plus a predefined margin ranging from 0.875% to
2.375%. The predefined margins are based upon the level of indebtedness
outstanding relative to annualized cash flow, as defined by the Agreement.

Commitment fees of 0.250% to 0.375% per annum are charged on the average
unused balance based on the leverage ratio, as defined in the Agreement, and are
charged to interest expense as incurred.

On October 3, 1996, the balance outstanding and payable on the facility was
$67.0 million. The weighted-average balances outstanding under all credit
facilities outstanding for the years ended December 31, 1993, 1994 and 1995, and
the six months ended June 30, 1995 and 1996 were approximately $21,037,000,
$35,818,000, $108,222,000, $105,281,000 and $0 respectively. The highest
outstanding borrowings under these facilities for the years ended December 31,
1993, 1994 and 1995, and the six months ended June 30, 1995 and 1996 were
approximately $30,200,000, $100,320,000, $113,320,000, $113,320,000 and $0
respectively. For the years ended December 31, 1993, 1994 and 1995, and the six
months ended June 30, 1995 and 1996 interest expense relating to these
facilities was approximately $1,220,000, $3,458,000, $7,630,000, $5,172,000 and
$0 respectively, at weighted-average interest rates of 5.3%, 9.7%, 7.0%, 9.8%
and 0% respectively. The effective interest rates as of December 31, 1994 and
1995 and the six months ended June 30, 1995 and 1996 were 8.8%, 8.5%, 9.4% and
0.0% respectively.

F-16
<PAGE> 114

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

6. LONG-TERM LIABILITIES -- (CONTINUED)

Former Credit Facility

In November 1993, the Company entered into a revolving credit agreement
("Credit Facility") with a group of banks. The Credit Facility provided for an
$85.0 million secured seven-year revolving credit facility. Borrowings under the
Credit Facility were used to refinance balances outstanding under the Bridge
Loan discussed below. On August 31, 1994, the balances outstanding under the
Credit Facility ($12.5 million) were refinanced with the Facility discussed
above.

The Company incurred loan origination fees and direct financing costs in
connection with the revolving credit agreement. In connection with the repayment
of indebtedness outstanding under its then existing credit facility, the Company
recognized an extraordinary charge to write-off existing unamortized debt
financing costs, net of income tax benefit of $36,000, of approximately $1.3
million in 1994.

Bridge Loan

In July 1993, the Company entered into a credit facility with certain of
its lenders which provided for a $15.0 million unsecured line of credit
originally due in January 1995. In November 1993, balances outstanding under
this arrangement were refinanced with proceeds from the Credit Facility
discussed above.

Prior Credit Facility

During 1992, the Company entered into a revolving credit agreement with a
consortium of banks which allowed the Company to borrow funds, up to a maximum
of $35.0 million. Upon completion of the Offering (see Note 8), the Company
refinanced the balance outstanding under this credit facility and recognized an
extraordinary charge to expense existing unamortized debt financing costs of
$439,000 in 1993. Balances outstanding under this facility were repaid with
proceeds from the Offering and the Bridge Loan discussed above.

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Company's financial instruments are as
follows (in thousands).

<TABLE>
<CAPTION>
DECEMBER 31, 1995 JUNE 30, 1996
-------------------- --------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Senior Subordinated Notes................... $150,000 $159,773 $150,000 $139,125
Industrial development revenue note......... 1,026 1,093 990 918
</TABLE>

The carrying amounts reported in the Company's consolidated balance sheet
for cash and cash equivalents, accounts receivable, accounts payable and accrued
liabilities approximate fair values due to the short maturity of those
instruments. The fair value of the Senior Subordinated Notes is based on market
quotes as of the dates indicated. The fair value of the industrial development
revenue note is based on the Company's incremental borrowing rate.

F-17
<PAGE> 115

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

8. STOCKHOLDERS' EQUITY

Common Stock

On September 27, 1995, the Company completed a secondary public offering of
4.0 million shares of the Company's common stock (the "Secondary Offering"), at
$28.25 per share. After underwriting discounts, commissions and other
professional fees, net proceeds from the Secondary Offering were approximately
$107.0 million.

Because the Company holds licenses from the FCC, no more than 20 percent of
the Company's common stock may, in the aggregate, be owned directly or
indirectly, or voted by a foreign government, a foreign corporation, or resident
of a foreign country. The Company's amended and restated certificate of
incorporation permits the redemption of the Company's common stock from
stockholders, where necessary, to protect the Company's regulatory licenses.
Such stock may be redeemed at fair market value or if the stock was purchased
within one year of such redemption, at the lesser of fair market value or such
holder's purchase price.

Initial Public Offering and Distributions to Stockholders

In August 1993, the Company completed an initial public offering of
3,105,000 shares of its common stock at a price of $13.00 per share. After
underwriting discounts, commissions and other professional fees, net proceeds
from the Offering were approximately $36.6 million. In connection with the
Offering, the Company terminated its S corporation election and made
distributions to the pre-Offering stockholders of its undistributed Subchapter S
earnings in the amount of approximately $11.5 million in July 1993.

In connection with the Offering, discussed above, the Company amended and
restated its certificate of incorporation to change the par value of its common
stock from $1.00 to $0.01 per share and increased the number of authorized
shares of common stock from 50,000 to 20,000,000 shares. In addition, the
Company effected a 400-for-one common stock split. All share and per share
amounts for all prior periods presented have been retroactively adjusted to give
effect to this split.

Stock Rights Granted

During 1989 and 1992, the Company issued a total of 412,000 shares of
common stock to certain officers for nonrecourse notes. The notes were
originally due in 2009 and 2012 and provided for interest at 7.08% and 7.93%,
respectively. Since the notes were secured only by the common stock, the stock
and related notes were accounted for similar to stock options for financial
reporting purposes (except that common stock and notes receivable were included
in stockholders' equity). Upon completion of the Offering, the stockholders'
notes receivable totaling $4,831,000 were forgiven, which resulted in the
recognition of compensation expense in the Company's consolidated statement of
operations for the year ended December 31, 1993.

Stock Option Plans

In 1993, the Company adopted a Stock Option Plan (the "Plan"). Under the
Plan, as amended, options to purchase up to an aggregate of 975,000 shares of
common stock were reserved for grants to key employees of the Company. The Plan
limits the maximum number of shares which may be granted to any person eligible
under the Plan to 325,000. All options have been issued with exercise prices
equal to the fair market value at date of grant. All options granted under the
Plan become fully vested and exercisable on the second anniversary of the date
of grant. Through June 30, 1996, and pursuant to the Plan, the Company has
issued options, net of cancellations, to purchase 963,000 shares at prices
ranging from $13.00 to $20.25 per common share, the fair market values at the
grant dates, excluding options to purchase 27,958 shares of Metrocall

F-18
<PAGE> 116

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

8. STOCKHOLDERS' EQUITY -- (CONTINUED)

common stock with an exercise price of $1.035 per share issued in the
acquisition of FirstPAGE USA, Inc., in August 1994. Options to purchase an
additional 160,000 shares of Metrocall common stock were granted under a stock
option plan Metrocall 1996 Stock Option Plan, which was ratified by the
Company's stockholders on May 1, 1996.

In 1993, the Company also adopted a Directors Stock Option Plan (the
"Directors Plan"). Under the Directors Plan, options to purchase up to an
aggregate of 25,000 shares of common stock are available for grants to directors
of the Company who are neither officers nor employees of the Company ("Eligible
Director"). Through June 30, 1996, and pursuant to the Directors Plan, options
have been issued to purchase 11,000 shares of the Company's common stock at per
share prices ranging from $13.00 to $22.125, the fair market values at the grant
dates. Options issued under the Directors Plan vest fully on the six-month
anniversary of the date of grant. Each Eligible Director will also be granted an
option to purchase 1,000 shares of common stock on the first and second
anniversaries of the grant date of the initial option if the director continues
to be an Eligible Director on each of such anniversary dates. During the six
months ended June , 1996, the Board of Directors authorized the issuance of an
option to purchase 1,000 shares of Metrocall common stock exercisable at $20.00
per share under the Directors Plan. Also, during the six months ended June 30,
1996, options to purchase an additional 20,000 shares of Metrocall common stock
were granted under the Metrocall 1996 Stock Option Plan to two nonemployee
directors.

In connection with the merger of Metrocall and FirstPAGE, Metrocall
exchanged options to purchase 47,387 shares of Metrocall common stock with
former FirstPAGE option holders. These options are fully vested and exercisable
and have an exercise price of $1.035 per common share. Of the total options
exchanged, 27,958 were unexercised at June 30, 1996.

Pursuant to the option plans discussed above, the Board of Directors has
approved the issuance of the following common stock options.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
-------------------------------------------------- JUNE 30,
1993 1994 1995 1996
--------------- --------------- ---------------- ----------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Outstanding, beginning of
period...................... -- 316,500 529,387 798,958
Granted..................... 316,500 170,500 303,500 523,500
Canceled.................... -- (5,000) (12,500) (72,500)
Issued in FirstPAGE
acquisition (see Note
3)....................... -- 47,387 -- --
Exercised................... -- -- (21,429) --
--------------- --------------- ---------------- ----------------
Outstanding, end of period.... 316,500 529,387 798,958 1,249,958
=============== =============== ================ ================
Options exercisable........... -- 50,387 339,958 508,458
=============== =============== ================ ================
Option price range -- Options
outstanding................. $13.00 - $19.50 $1.035 - $19.50 $1.035 - $22.125 $1.035 - $22.125
Option price range -- Options
exercisable................. -- $1.035 - $18.25 $1.035 - $19.50 $1.035 - $22.125
</TABLE>

On September 18, 1996 the Compensation Committee of the Board of Directors
agreed to change the exercise price for substantially all outstanding common
stock options for current employees and officers. The new exercise price will be
$7.94 per share, the fair market value on the date of the change.

F-19
<PAGE> 117

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

9. COMMITMENTS AND CONTINGENCIES

Legal and Regulatory Matters

The Company has received communications from a seller in connection with an
acquisition that occurred in 1994 asserting damages resulting from alleged
misrepresentations in connection with the acquisition. The seller, who received
shares of common stock as acquisition consideration, is seeking to receive
additional shares of common stock and a seat on the Company's board of directors
among other requests. Management plans to vigorously defend any legal actions
that might arise from such assertions.

The Company is subject to legal and regulatory matters in the normal course
of business. In the opinion of management, the outcome of such assertions will
not have a material effect on the financial position or the results of the
operations of the Company.

Leases

The Company has various leasing arrangements (as lessee) for office space
and communications equipment sites. Rental expense related to operating leases
was approximately $1,920,000, $2,627,000, $4,818,000, $2,514,000 and $3,354,977
for the years ended December 31, 1993, 1994 and 1995, and the six months ended
June 30, 1995 and 1996, respectively.

Minimum rental payments as of December 31, 1995, required under operating
leases that have initial or remaining noncancelable lease terms in excess of one
year are as follows (in thousands).

<TABLE>
<S> <C>
1996...................................... $ 4,964
1997...................................... 3,428
1998...................................... 2,317
1999...................................... 1,554
2000...................................... 1,045
Thereafter................................ 1,201
-------
$14,509
=======
</TABLE>

Rent expense for lease agreements between the Company and related parties
for office space, tower sites and transmission systems, excluding consolidated
entities, was approximately $128,000, $215,000, $359,000, $114,000 and $143,000
for the years ended December 31, 1993, 1994 and 1995, and the six months ended
June 30, 1995 and 1996, respectively.

Profit Sharing Plan and Retirement Benefits

In 1995, the Company adopted the Metrocall, Inc. Savings and Retirement
Plan (the "Plan") a combination employee savings plan and discretionary profit
sharing plan which covers substantially all full-time employees. The Plan
qualifies under section 401(k) of the IRC. Under the Plan, participating
employees may elect to voluntarily contribute on a pre-tax basis between 1% and
15% of their salary up to the annual maximum established by the IRC. The Company
has agreed to match 25% of the employee's contribution, up to 3% of each
participant's gross salary. Contributions made by the Company vest 20% per year
beginning on the second anniversary of the participant's employment. Profit
sharing contributions are discretionary. The Company's expense for contributions
under this Plan and the Company's previous profit sharing plan, recorded in the
accompanying consolidated statements of operations were $150,000, $200,000,
$93,000, $250,000 and $52,331 for the years ended December 31, 1993, 1994 and
1995, and the six months ended June 30, 1995 and 1996, respectively.

F-20
<PAGE> 118

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

10. INCOME TAXES

As of December 31, 1995, the Company had net operating loss and investment
tax credit carryforwards of approximately $67,801,000 and $1,135,000,
respectively, which expire in the years 1999 through 2010. The benefits of these
carryforwards may be limited in the future due to significant changes in the
ownership of the Company. Net operating loss carryforwards may be used to offset
up to 90 percent of the Company's alternative minimum taxable income. The
provision for alternative minimum tax will be allowed as a credit carryover
against regular tax in the future in the event regular tax exceeds alternative
minimum tax expense.

Under the provisions of SFAS No. 109, the tax effect of the net operating
loss and investment tax credit carryforwards, together with net temporary
differences, represents a net deferred tax asset for which management has
reserved 100% due to the uncertainty of future taxable income. These
carryforwards will be benefited for financial reporting purposes when utilized
to offset future taxable income.

The components of net deferred tax assets (liabilities) were as follows as
of December 31, 1994 and 1995 (in thousands).

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1994 1995
-------- --------
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts.............................. $ 120 $ 386
Management reorganization.................................... -- 590
New pagers on hand........................................... 302 633
Other........................................................ 562 572
Net operating loss carryforwards............................. 6,434 27,055
-------- --------
Total deferred tax assets............................ 7,418 29,236
-------- --------
Deferred tax liabilities:
Basis differences attributable to purchase accounting........ (12,500) (11,814)
Depreciation and amortization expense........................ (1,974) (5,288)
Other........................................................ (39) (388)
-------- --------
Total deferred tax liabilities....................... (14,513) (17,490)
-------- --------
Net deferred tax asset (liability)............................. (7,095) 11,746
Less: Valuation allowance...................................... (5,405) (23,560)
-------- --------
$(12,500) $(11,814)
======== ========
</TABLE>

F-21
<PAGE> 119

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

10. INCOME TAXES -- (CONTINUED)

The income tax benefit for the years ended December 31, 1994 and 1995, is
primarily the result of the amortization of the basis differences attributable
to purchase accounting and is comprised of the following (in thousands).

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-----------------
1994 1995
---- ----
<S> <C> <C>
Income tax (provision) benefit
Current --
Federal...................................... $(35) $(36)
State........................................ (13) (55)
Deferred........................................ 200 686
---- ----
$152 $595
==== ====
</TABLE>

The benefit for income taxes for the years ended December 31, 1994 and
1995, results in effective rates which differ from the Federal statutory rate as
follows.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------------
1994 1995
----- -----
<S> <C> <C>
Statutory Federal income tax rate................ 35.0% 35.0%
Effect of graduated rates........................ (1.0) (1.0)
State income taxes, net of Federal tax benefit... 2.8 2.8
Net operating losses for which no tax benefit is
currently available............................ (12.5) (30.6)
Permanent differences............................ (12.1) (2.6)
----- -----
12.2% 3.6%
===== =====
</TABLE>

Following the completion of the Offering, the Company became subject to
Federal and state income taxes. The unaudited pro forma information below has
been determined based upon the provisions of SFAS No. 109. This information
reflects the income tax benefit that the Company would have incurred if it had
been subject to Federal and state income taxes for the year ended December 31,
1993 (in thousands).

<TABLE>
<S> <C>
Income tax benefit
Current --
Federal................................................. $528
State................................................... 158
Deferred................................................... (13)
----
$673
====
</TABLE>

11. CASH FLOW INFORMATION

Supplemental Disclosure of Cash Flow Information

The Company made cash payments for interest of $1,471,000, $2,576,000,
$9,538,000, $5,522,000 and $7,956,000 for the years ended December 31, 1993,
1994 and 1995 and the six months ended June 30, 1995

F-22
<PAGE> 120

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

11. CASH FLOW INFORMATION -- (CONTINUED)

and 1996, respectively. The Company made cash payments for income taxes of
$116,000, $48,000, $55,000, $31,000 and $236,000 for the years ended December
31, 1993, 1994 and 1995, and the six months ended June 30, 1995 and 1996
respectively.

Supplemental Disclosure of Noncash Investing and Financing Activities

On August 31, 1994 and November 29, 1994, the Company completed its
acquisitions of FirstPAGE and MetroPaging, respectively, through the issuance of
2,869,190 and 636,483 shares of common stock, respectively, and an assumption of
substantially all indebtedness of FirstPAGE and MetroPaging. Common stock issued
in connection with the acquisitions was valued at approximately $56.8 million
and liabilities assumed totaled approximately $84.7 million before consideration
of deferred income tax liabilities. In May 1995, the total number of shares of
Metrocall common stock issued to MetroPaging's stockholders was adjusted to
630,645 reducing the total purchase price by approximately $105,000. The
weighted average common shares outstanding for the year ended December 31, 1995
reflects this adjustment.

Because the acquisitions were structured as tax free reorganizations, the
Company recorded total deferred income tax liabilities of approximately $12.7
million as additions to goodwill in the allocation of the total purchase prices.

A capital lease obligation of $3,185,000 was incurred when the Company
entered into a lease for new office space (see Note 6).

12. INTERIM FINANCIAL DATA

The following table of quarterly financial data has been prepared from the
financial records of the Company, without audit, and reflects all adjustments
which are, in the opinion of management, necessary for a fair presentation of
the results of operations for the interim periods presented.

<TABLE>
<CAPTION>
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
------------------ ------------------ ------------------ -------------------
1994 1995 1994 1995 1994 1995 1994 1995
------- ------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues.................... $10,165 $25,796 $11,018 $27,640 $14,331 $27,978 $22,341 $ 29,445
Income (loss) from
operations................ $ 906 $ 766 $ 848 $ 612 $ 1,280 $ (721) $ (711) $ (6,440)
Net income (loss) before
extraordinary item........ $ 590 $(1,690) $ 568 $(2,038) $ 525 $(3,370) $(2,773) $ (8,612)
Net income (loss)........... $ 590 $(1,690) $ 568 $(2,038) $ (784) $(3,370) $(2,773) $(13,004)
Net income (loss) per common
share before extraordinary
item...................... $ 0.08 $ (0.16) $ 0.08 $ (0.19) $ 0.06 $ (0.31) $ (0.27) $ (0.59)
Net income (loss) per common
share..................... $ 0.08 $ (0.16) $ 0.08 $ (0.19) $ (0.10) $ (0.31) $ (0.27) $ (0.89)
</TABLE>

The loss from operations in the quarter ended December 31, 1995, includes a
charge of $2,050,000 for management reorganization charge described in Note 3.
Net loss for the three months ended September 30, 1994 and December 31, 1995,
includes extraordinary charges, net of applicable tax benefit, for the write-off
of deferred financing costs discussed in Note 6, of $1,309,000 ($0.16 per share)
and $4,392,000 ($0.30 per share), respectively.

13. SUBSEQUENT EVENTS (UNAUDITED)

The Company continuously pursues opportunities to acquire businesses and
investments in wireless companies. Reflected below is a summary of recent and
pending acquisitions and related matters. Consummation of the pending
acquisitions is subject to a number of conditions including, but not limited to,
receipt of all

F-23
<PAGE> 121

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

13. SUBSEQUENT EVENTS (UNAUDITED) -- (CONTINUED)

necessary regulatory approvals. There can be no assurance that the pending
acquisitions will be consummated. Consummation of these recent and pending
acquisitions may subject the Company to additional risks and uncertainties
including challenges of business integration, substantial indebtedness and needs
for future capital. See "Risk Factors" in the proxy/prospectus for further
discussion.

Parkway Paging, Inc.

On July 16, 1996, the Company completed the acquisition of Parkway Paging,
Inc. ("Parkway") of Plano, Texas. Metrocall paid $25 million in cash and assumed
approximately $3.2 million in long-term obligations at closing to complete the
acquisition. The Company also incurred direct acquisition costs of $600,000. The
transaction will be accounted for as a purchase for financial reporting
purposes.

Satellite Paging and Message Network

On August 30, 1996, Metrocall, Inc. (the "Company") completed a transaction
pursuant to which the Company acquired substantially all of the assets of
Satellite Paging ("Satellite") and Message Network for total consideration of
approximately $28.0 million, consisting of $17.0 million in cash, and the
issuance of approximately $11.0 million of the Company's common stock. The
Company has filed a registration statement with respect to the shares to be
issued. The number of shares of the Company's common stock to be issued will be
based upon the average of the mid-points of closing bid and ask prices for the
Company's stock for the five trading day period ceasing on the second business
day prior to effectiveness of the registration statement. Assuming the average
closing price for determining the number of shares to be issued approximates the
Company's stock price at the time of closing, the number of shares of common
stock issuable would be approximately 1.6 million. The transaction will be
accounted for as a purchase for financial reporting purposes.

Page America Group, Inc.

On April 22, 1996, the Company signed a definitive acquisition agreement
(the "Page America Agreement") with Page America Group, Inc. of Hackensack, New
Jersey ("Page America"). Under the terms of the Page America Agreement, the
Company will acquire substantially all of the assets of Page America for up to
approximately $78.5 million, of which $55 million will be paid in cash and up to
23.5 million will be paid in the form of the Company's common stock. The maximum
number of shares of common stock to be exchanged will be approximately 1.3
million. Pursuant to the terms of the New Credit Facility, Metrocall is required
to complete the A+ Network Merger and raise $25 million in new equity financing
before completing the acquisition of Page America.

A+ Network, Inc.

On May 16, 1996, the Company entered into a definitive merger agreement
(the "A+ Agreement") with A+ Network, Inc. of Pensacola, Florida ("A+ Network").
Under the terms of the A+ Agreement, A+ Network will be merged into the Company
in exchange for cash, the assumption of debt and issuance of Metrocall common
stock and variable common rights. Total consideration in the A+ Network merger
is expected to be $91.8 million cash paid pursuant to the tender offer discussed
below, assumption of $125 million of A+ Network indebtedness and the exchange of
approximately 9.0 million shares of Metrocall common stock and an equal number
of variable common rights. The A+ Agreement provided for the commencement of a
tender offer (the "Offer") by the Company for 2,140,526 shares of A+ Network
common stock. The Offer commenced on May 22, 1996 and expired on June 24, 1996.
Shareholders of A+ Network tendered approximately 5,362,482 shares of A+ Network
common stock pursuant to the Offer

F-24
<PAGE> 122

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

13. SUBSEQUENT EVENTS (UNAUDITED) -- (CONTINUED)

and the Company purchased 2,140,526 of such shares at $21.10 per share, pursuant
to the Offer. In addition, the Company purchased 2,210,217 shares at $21.10 per
share of A+ Network common stock from certain principal shareholders of A+
Network on June 25, 1996 pursuant to the A+ Agreement.

The Company has recorded an equity investment in A+ Network based on the
value of A+ Network's net assets as of June 30, 1996. The shares of A+ Network
common stock acquired pursuant to the Offer were not paid for until July 1,
1996, and, accordingly, the Company has recorded a corresponding liability for
this obligation. In addition, the Company has recorded a charge of approximately
$153,000 representing the Company's share of A+ Network's losses for the period
the Company owned the shares.

Pursuant to the terms of the A+ Agreement, the merger is required to be
consummated by November 16, 1996. In the event that the merger is not
consummated or otherwise amended, the Company may be required to sell its 40%
investment in A+ Network. As of June 30, 1996, the Company's investment in A+
Network together with related goodwill is reflected on the Company's balance
sheet at approximately $92 million, which resulted from a cash purchase price of
$21.10 per share for approximately 4.4 million shares of A+ Network. The closing
market price of A+ Network Common Stock on October 4, 1996 was $7.50 per share
or a decrease based upon market value of approximately $59 million. Therefore,
if the Company were required to sell this investment at current market prices,
the Company would likely realize a substantial loss upon disposition, which has
not been reflected in the financial statements.

Source One Wireless, Inc.

In April 1996, the Company entered into an agreement to purchase certain of
the assets of Source One Wireless, Inc. ("Source One") and placed $1 million
cash in escrow. On June 26, 1996, the Company advised Source One that Source One
had failed to meet certain conditions to completion of the transaction and
terminated the agreement. On September 20, 1996, Source One filed an action in
the Circuit Court of Cook County, Illinois claiming that the Company had
breached the agreement and seeking specific performance of the purchase
agreement or unspecified damages in excess of $80 million. The Company believes
it has meritorious defenses to this action and intends to vigorously defend the
claims in this action.

Other Acquisitions

The Company incurred costs in negotiations to potentially acquire other
wireless telecommunications companies. The Company has ceased further
negotiations with these companies and, accordingly, recorded a charge to write
off deferred acquisition costs of approximately $0.4 million in the accompanying
statement of operations for the three months ended June 30, 1996.

New Credit Facility

On September 20, 1996, the Company entered into an agreement with The
Toronto-Dominion Bank and The First National Bank of Boston to amend and restate
the loan agreement governing the Company's existing credit facility. Subject to
certain conditions set forth in the new agreement, the Company may borrow up to
$350,000,000 under two loan facilities. The first facility ("Facility A") is a
$225,000,000 reducing revolving credit facility and the second ("Facility B") is
a $125,000,000 reducing credit facility (together Facility A and Facility B are
referred to as the "New Credit Facility"). Up to $100,000,000 under Facility A
was available for borrowing; the remaining $125,000,000 commitment under
Facility A and all of the Facility B commitment will become available only after
completion of the A+ Network Merger (the "Merger Condition") and the infusion of
$25,000,000 of equity (net of reasonable transaction costs) into Metrocall (the
"Equity

F-25
<PAGE> 123

METROCALL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

13. SUBSEQUENT EVENTS (UNAUDITED) -- (CONTINUED)

Condition"). Amounts borrowed under Facility B may only be used to refinance the
11 7/8% Senior Subordinated Notes due 2005 of A+ Network. If the Merger
Condition and Equity Condition have not been completed on or prior to December
16, 1996, the remaining $125 million commitment under Facility A and the
commitment under Facility B will terminate automatically. The New Credit
Facility has a term of eight years and is secured by substantially all the
assets of the Company. Required quarterly principal repayments begin on March
31, 2000 and continue through December 31, 2004.

The New Credit Facility contains various covenants that, among other
restrictions, require the Company to maintain certain financial ratios,
including total debt to annualized operating cash flow (not to exceed 6.6 to 1.0
through September 30, 1996 and declining thereafter), senior debt to annualized
operating cash flow, annualized operating cash flow to pro forma debt service,
total sources of cash to total uses of cash and operating cash flow to interest
expense (in each case, as such terms are defined in the agreement relating to
the New Credit Facility). As a result, as of October 1, 1996, the Company was
not entitled to draw any of the $33 million remaining available under Facility
A. The New Credit Facility also requires the Company to raise at least $50
million in new equity if its ratio of cash flow to interest expense is less than
2.0 to 1 for the quarter ended June 30, 1997. The covenants also limit
additional indebtedness and future mergers and acquisitions (other than the
merger with A+ Network and the acquisition of Page America) without the approval
of the lenders, and restrict the payment of cash dividends and other stockholder
distributions by Metrocall during the term of the New Credit Facility. The New
Credit Facility also prohibits certain changes in ownership control of
Metrocall, as defined, during the term of the New Credit Facility.

Under the New Credit Facility, the Company may designate all or any portion
of the borrowings outstanding as either a floating base rate advance or a
Eurodollar rate advance with an applicable margin that ranges from 0.0% to
1.750% for base rate advances and 0.75% to 2.750% for Eurodollar rate advances.
The predefined margins will be based upon the level of indebtedness outstanding
relative to annualized cash flow, as defined in the agreement relating to the
New Credit Facility. As of October 1, 1996, the interest rate on base rate
advances was 10.0% and the interest rate on Eurodollar rate advances was 8.2%.
Commitment fees of 0.25% to 0.375% per year (depending on the level of
Metrocall's indebtedness outstanding to annualized cash flow) will be charged on
the average unused balance and will be charged to interest expense as incurred.
Under the New Credit Facility, Metrocall must obtain and maintain interest rate
protection on at least 50% of Metrocall's outstanding debt; all fixed rate debt,
including the 10 3/8% Senior Subordinated Notes due 2007, will count against the
requirement.

F-26
<PAGE> 124

INDEPENDENT AUDITORS' REPORT

Stockholders
A+ Network, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of A+ Network,
Inc. (formerly A+ Communications Inc.) and subsidiaries as of December 31, 1994
and 1995, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of A+ Network,
Inc. and subsidiaries as of December 31, 1994 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Nashville, Tennessee
February 28, 1996

F-27
<PAGE> 125

A+ NETWORK, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------- JUNE 30,
1994 1995 1996
----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents (Notes 1, 2 and 13)...... $ 254,880 $ 12,500,438 $ 4,031,831
Short term investments (Notes 1, 3, 8 and 13)...... -- 43,151,125 22,301,664
Accounts receivable -- trade (net of allowance for
doubtful accounts of $278,531, $518,267 and
$1,066,329) (Notes 1, 2 and 13)................. 6,168,108 10,721,052 8,439,173
Inventory (Notes 1 and 2).......................... 2,486,729 4,164,077 6,387,416
Prepaid expenses (Note 2).......................... 827,882 732,275 1,216,222
Other current assets (Note 2)...................... 549,447 663,536 2,500,464
----------- ------------ ------------
Total current assets....................... 10,287,046 71,932,503 44,876,770
EQUIPMENT AND FIXTURES -- Net (Notes 1, 2, 4
and 6)............................................. 33,359,489 48,325,727 63,526,965
EXCESS OF COST OVER FAIR VALUE OF NET ASSETS
ACQUIRED -- Net (Notes 1, 2, 5 and 6).............. -- 49,608,772 57,117,724
INTANGIBLE AND OTHER ASSETS -- Net (Notes 1, 2, 5 and
6)................................................. 10,964,610 41,145,669 42,844,881
----------- ------------ ------------
TOTAL................................................ $54,611,145 $211,012,671 $208,366,340
========== =========== ===========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
CURRENT LIABILITIES:
Accounts payable (Note 13)......................... $ 2,934,020 $ 4,927,517 $ 1,646,503
Accrued payroll related costs...................... 782,901 1,911,730 2,338,524
Accrued liabilities (Notes 1 and 14)............... 729,617 4,011,615 4,874,902
Deferred revenue and customer deposits (Note 7).... 2,781,817 5,778,147 7,224,077
Current maturities of long-term debt (Notes 8 and
13)............................................. 835,293 -- --
----------- ------------ ------------
Total current liabilities.................. 8,063,648 16,629,009 16,084,006
LONG-TERM DEBT (Notes 8 and 13)...................... 14,322,383 124,101,373 124,775,949
DEFERRED TAXES (Note 9).............................. -- 818,243 818,243
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS' EQUITY: (Notes 1, 11 and 12)
Preferred stock -- $.01 par value; 1,000,000 shares
authorized in 1994 and 1,500,000 shares
authorized in 1995 and at June 30, 1996,
respectively; issued and outstanding, none...... -- -- --
Common stock -- $.01 par value; 15,000,000 shares
authorized in 1994 and 30,000,000 shares
authorized in 1995 and at June 30, 1996,
respectively; 5,971,816, 10,263,255 and
10,888,516 shares issued and outstanding in
1994, 1995 and at June 30, 1996, respectively... 59,718 102,633 108,885
Additional paid-in capital......................... 38,936,524 90,584,065 98,873,087
Accumulated deficit................................ (6,771,128) (21,222,652) (32,293,830)
----------- ------------ ------------
Total stockholders' equity................. 32,225,114 69,464,046 66,688,142
----------- ------------ ------------
TOTAL................................................ $54,611,145 $211,012,671 $208,366,340
========== =========== ===========
</TABLE>

See notes to consolidated financial statements.

F-28
<PAGE> 126

A+ NETWORK, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------------------ ---------------------------
1993 1994 1995 1995 1996
----------- ----------- ------------ ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES: (Note 1)
Mobile communication services....... $24,090,104 $34,507,051 $ 41,948,002 $18,502,705 $ 37,382,992
Equipment sales..................... 2,379,631 3,392,075 4,024,345 1,550,140 3,006,045
Telemessaging services.............. 10,064,980 11,226,952 11,359,426 5,584,132 5,785,872
----------- ----------- ------------ ----------- ------------
Total revenues.............. 36,534,715 49,126,078 57,331,773 25,636,977 46,174,909
Cost of equipment sales............. (4,563,438) (9,065,548) (7,878,474) (3,866,886) (4,158,575)
----------- ----------- ------------ ----------- ------------
31,971,277 40,060,530 49,453,299 21,770,091 42,016,334
COSTS AND EXPENSES:
Operating expenses -- exclusive of
depreciation and amortization.... 8,484,520 8,298,498 11,584,092 4,997,497 9,272,889
Depreciation and amortization
(Notes 1, 2, 4, 5 and 6)......... 4,318,298 7,475,503 14,834,510 6,310,311 13,235,904
Selling............................. 7,063,740 11,071,843 10,936,670 5,420,745 7,672,984
General and administrative.......... 12,568,046 16,742,814 21,565,970 9,902,468 15,929,434
Restructuring charges (Note 14)..... -- -- 669,406 -- 395,815
----------- ----------- ------------ ----------- ------------
32,434,604 43,588,658 59,590,648 26,631,021 46,507,026
----------- ----------- ------------ ----------- ------------
OPERATING LOSS........................ (463,327) (3,528,128) (10,137,349) (4,860,930) (4,490,692)
INTEREST EXPENSE...................... (914,770) (623,291) (4,334,229) (811,071) (7,561,419)
INTEREST INCOME....................... 98,388 76,464 626,762 -- 980,933
----------- ----------- ------------ ----------- ------------
(816,382) (546,827) (3,707,467) (811,071) (6,580,486)
----------- ----------- ------------ ----------- ------------
LOSS BEFORE EXTRAORDINARY ITEM........ (1,279,709) (4,074,955) (13,844,816) (5,672,001) (11,071,178)
EXTRAORDINARY ITEM (Note 8)........... (236,241) -- (606,708) -- --
----------- ----------- ------------ ----------- ------------
NET LOSS.............................. $(1,515,950) $(4,074,955) $(14,451,524) $(5,672,001) $(11,071,178)
========== ========== =========== ========== ===========
LOSS PER SHARE: (Note 1)
Loss before extraordinary item...... $ (0.35) $ (0.68) $ (2.03) $ (0.95) $ (1.07)
Extraordinary item.................. (0.07) -- (0.09) -- --
----------- ----------- ------------ ----------- ------------
Net loss per share.......... $ (0.42) $ (0.68) $ (2.12) $ (0.95) $ (1.07)
========== ========== =========== ========== ===========
AVERAGE NUMBER OF SHARES OUTSTANDING
(in thousands)
(Notes 1 and 11).................... 3,648 5,966 6,822 5,992 10,348
========== ========== =========== ========== ===========
</TABLE>

See notes to consolidated financial statements.

F-29
<PAGE> 127

A+ NETWORK, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
---------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
---------- -------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1993................. 2,424,200 $ 24,242 $ 3,215,938 $ (1,180,223) $ 2,059,957
Sale of common stock................... 3,540,103 35,401 35,472,497 -- 35,507,898
Net loss............................... -- -- -- (1,515,950) (1,515,950)
---------- -------- ----------- ------------ ------------
BALANCE, December 31, 1993............... 5,964,303 59,643 38,688,435 (2,696,173) 36,051,905
Exercise of stock options.............. 7,513 75 62,639 -- 62,714
Stock options compensation............. -- -- 185,450 -- 185,450
Net loss............................... -- -- -- (4,074,955) (4,074,955)
---------- -------- ----------- ------------ ------------
BALANCE, December 31, 1994............... 5,971,816 59,718 38,936,524 (6,771,128) 32,225,114
Exercise of stock options.............. 91,445 915 888,441 -- 889,356
Issuance of common stock............... 4,199,994 42,000 50,759,100 -- 50,801,100
Net loss............................... -- -- -- (14,451,524) (14,451,524)
---------- -------- ----------- ------------ ------------
BALANCE, December 31, 1995............... 10,263,255 102,633 90,584,065 (21,222,652) 69,464,046
Exercise of stock options
(unaudited)......................... 56,574 565 702,735 -- 703,300
Issuance of common stock (unaudited)... 568,687 5,687 7,586,287 -- 7,591,974
Net loss (unaudited)................... -- -- -- (11,071,178) (11,071,178)
---------- -------- ----------- ------------ ------------
BALANCE, June 30, 1996 (unaudited)....... 10,888,516 $108,885 $98,873,087 $(32,293,830) $ 66,688,142
========= ======== ========== =========== ===========
</TABLE>

See notes to consolidated financial statements.

F-30
<PAGE> 128

A+ NETWORK, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
-------------------------------------------- ----------------------------
1993 1994 1995 1995 1996
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss......................................... $ (1,515,950) $ (4,074,955) $(14,451,524) $ (5,672,001) $(11,071,178)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation and amortization.................. 4,318,298 7,475,503 14,834,510 6,310,311 13,235,904
Provision for losses on accounts receivable.... 437,478 628,953 2,308,165 681,093 1,840,253
Write-off of loan origination fees............. 311,241 -- 606,708 -- --
Interest accrued on short-term investments..... -- -- (538,020) -- --
Stock options compensation..................... -- 185,450 -- -- --
Amortization of debt discount.................. -- -- -- -- 24,878
Loss on sale of equipment...................... -- -- -- -- 15,800
Changes in assets and liabilities, net of
acquisition of business:
Increase in accounts receivable................ (1,155,565) (2,748,757) (2,556,224) (725,494) 1,285,981
(Increase) decrease in inventory............... (209,569) (1,618,266) 416,737 775,991 (1,991,259)
(Increase) decrease in prepaid expenses........ (596,995) (72,913) 194,200 93,339 (450,096)
Decrease (increase) in other current assets.... 268,839 (477,357) 438,991 (3,647) (2,034,286)
Decrease (increase) in other assets............ 248,094 -- 53,138 -- (2,453,519)
(Decrease) increase in accounts payable........ (640,679) 974,708 (2,448,732) 1,624,351 (3,706,700)
Increase in accrued payroll related costs...... 252,969 152,622 1,128,829 124,449 429,799
Increase (decrease) in accrued liabilities..... 81,605 (1,155) 1,684,732 367,740 820,835
Increase in deferred revenue and customer
deposits..................................... 135,383 618,856 890,352 261,116 941,216
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in) operating
activities.............................. 1,935,149 1,042,689 2,561,862 3,837,248 (3,112,372)
INVESTING ACTIVITIES:
Acquisition of business.......................... -- -- (19,064,152) -- (4,614,500)
Net (increase) decrease in short-term
investments.................................... -- -- (55,571,616) (1,017,446) 20,849,461
Proceeds from sale of available-for-sale
investments.................................... -- -- 12,958,511 -- --
Purchase of South Central Bell paging assets..... (9,923,753) -- (1,232,062) (1,232,061) --
Purchase of equipment............................ (7,302,116) (19,097,901) (12,396,229) (6,066,341) (22,856,896)
Proceeds from sale of equipment.................. -- -- -- -- 565,734
Investments in consortium and other.............. -- (974,007) (6,744,600) -- --
Payment for intangible assets.................... (827,311) (1,411,033) (513,381) (634,859) --
------------ ------------ ------------ ------------ ------------
Net cash used in investing activities..... (18,053,180) (21,482,941) (82,563,529) (8,950,707) (6,056,201)
FINANCING ACTIVITIES:
Proceeds of long-term debt....................... 3,295,664 13,329,000 133,092,500 16,301,000 --
Repayment of long-term debt...................... (13,862,152) (892,484) (36,348,623) (11,685,874) (3,333)
Proceeds from sale of common stock............... 35,507,898 62,714 889,356 888,568 703,299
Payment of loan costs............................ (214,996) (619,584) (5,386,008) -- --
------------ ------------ ------------ ------------ ------------
Net cash provided by financing
activities.............................. 24,726,414 11,879,646 92,247,225 5,503,694 699,966
------------ ------------ ------------ ------------ ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS... 8,608,383 (8,560,606) 12,245,558 390,235 (8,468,607)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR....... 207,103 8,815,486 254,880 254,880 12,500,438
------------ ------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS, END OF YEAR............. $ 8,815,486 $ 254,880 $ 12,500,438 $ 645,115 $ 4,031,831
============= ============= ============= ============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for interest........... $ 828,000 $ 490,000 $ 1,639,000 $ 789,959 $ 7,712,813
============= ============= ============= ============= =============
Cash paid during the year for income taxes....... $ -- $ -- $ -- $ -- $ --
============= ============= ============= ============= =============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Common stock issued in connection with
acquisition of business........................ $ -- $ -- $ 50,801,100 $ -- $ 7,591,974
============= ============= ============= ============= =============
Debt obtained in connection with acquisition of
business....................................... $ -- $ -- $ -- $ -- $ 653,031
============= ============= ============= ============= =============
Accounts payable converted to long-term debt..... $ 885,000 $ -- $ -- $ -- $ --
============= ============= ============= ============= =============
</TABLE>

See notes to consolidated financial statements.

F-31
<PAGE> 129

A+ NETWORK, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

THE CONSOLIDATED FINANCIAL STATEMENTS include the accounts of A+ Network,
Inc. (formerly A+ Communications Inc.) and its wholly-owned subsidiaries (the
"Company"). All significant intercompany transactions and balances have been
eliminated in consolidation.

THE COMPANY is engaged in two principal business segments, Mobile Network
Services and Telemessaging Services. The Company's Mobile Network Services
business segment provides paging, voice mail and other mobile communication
services and equipment and represents several cellular service providers for the
sale and distribution of cellular phones and services. In providing paging and
cellular services, paging and cellular equipment is frequently provided as part
of the total service/product package sold to the customer. The Company's
Telemessaging Services business segment provides a variety of message management
services over the telephone to a diverse client base. The Company's diversified
customer base provides for a lack of concentration of credit risk.

CASH AND CASH EQUIVALENTS consist of highly liquid investments which are
unrestricted as to withdrawal or use and with original maturities of less than
three months when purchased.

SHORT-TERM INSTRUMENTS are accounted for in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain
Investments in Debt and Equity Securities, which requires investments to be
classified in three categories: held-to-maturity securities, trading securities,
or available-for-sale securities (See Note 3).

EQUIPMENT AND FIXTURES are recorded at cost. Depreciation is provided for
financial statement purposes principally on the straight-line method over the
estimated useful lives of the related assets.

INVENTORY, which consists of pagers and cellular mobile radios, purchased
for resale, is stated at lower of cost or market. Cost for cellular mobile
radios is determined on a first-in, first-out basis and pager cost is determined
by the average cost method.

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED is being amortized
over 15 years utilizing the straight-line method. The amount reported is net of
accumulated amortization of $628,823 at December 31, 1995.

INTANGIBLE ASSETS are being amortized, generally utilizing the
straight-line method, over the period of the related asset as set forth in Note
5. The deferred preoperating costs consist of costs directly attributable to
entering a new geographic market and are expensed over twelve months beginning
when operations commence in that market. Loan costs are amortized to interest
expense utilizing the effective interest method over the life of the related
debt.

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS. The Financial
Accounting Standards Board has issued SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
which will be effective for fiscal years beginning after December 15, 1995. SFAS
No. 121 requires that long-lived assets and certain identifiable intangibles to
be held and used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. The Company periodically assesses the recoverability of
intangibles and other long-lived assets utilizing the undiscounted cash flows
estimated to be received over the life of the related assets. Based on such
analyses, management believes that the application of SFAS No. 121 will not
materially affect the carrying value of such assets at December 31, 1995.

ACCOUNTING FOR STOCK-BASED COMPENSATION. In October 1995, the Financial
Accounting Standards Board issued SFAS No. 123, Accounting for Stock-Based
Compensation, which will be effective for the Company beginning January 1, 1996.
SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees and encourages (but does not require) compensation
cost to be measured based on the fair value of the equity instrument awarded.
Companies are permitted, however, to continue to apply

F-32
<PAGE> 130

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

APB Opinion No. 25, which recognizes compensation cost based on the intrinsic
value of the equity instrument awarded. The Company will continue to apply APB
Opinion No. 25 to its stock-based compensation awards to employees and will
disclose the required pro forma effect of compensation cost under SFAS No. 123
on net income and earnings per share.

REVENUE is recognized as services are provided or as the product is
delivered to the customers. Billings to customers for services in advance of
providing such services are deferred and recognized as revenue when earned.

LOSS PER SHARE has been computed utilizing the weighted average number of
shares of common stock outstanding for the period. Stock options have been
excluded from the computation of net loss per share as their inclusion would
have had an antidilutive effect.

INCOME TAXES are accounted for in accordance with SFAS No. 109 for all
years presented.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

CERTAIN RECLASSIFICATIONS have been made to the 1993, 1994 and 1995
components to conform with presentation utilized in the six months ended June
30, 1995 and 1996.

UNAUDITED INTERIM INFORMATION. The unaudited interim consolidated
financial statements include all adjustments, consisting only of normal
recurring adjustments, which management considers necessary for a fair
presentation of the financial position and results of operations. The results of
operations for the six months ended June 30, 1996 are not necessarily indicative
of the results that may be expected for a full year.

2. ACQUISITIONS

On October 24, 1995, the Company acquired Network Paging Corporation and
its wholly-owned subsidiaries ("Network") for approximately $12,000,000 in cash,
4,199,994 shares of restricted unregistered common stock valued at $50,801,100
and incurred related expenses of approximately $3,100,000. Liabilities assumed
in the merger included an additional $500,000 of merger expenses incurred by
Network. Concurrent with the merger of the two companies, the Company changed
its name to A+ Network, Inc., issued $125,000,000 of 11 7/8% Senior Subordinated
Notes due 2005 (see Note 8), redeemed existing preferred stock of Network of
$4,680,000 and retired existing indebtedness of Network and the Company of
approximately $12,200,000 and $23,000,000, respectively. The acquisition was
accounted for using the purchase method; accordingly, the purchase price has
been allocated to the assets purchased and the liabilities assumed of the
acquired entities based upon their estimated fair value at the date of
acquisition. The excess of purchase price over the estimated fair value of the
net assets acquired ("goodwill" of $50,237,595) is being amortized on a
straight-line basis over 15 years. Network's results of operations have been
included in the Consolidated Statements of Operations from the date of
acquisition.

F-33
<PAGE> 131

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. ACQUISITIONS -- (CONTINUED)

The purchase price was allocated as follows:

<TABLE>
<S> <C>
Current assets................................................ $ 7,802,095
Equipment and fixtures........................................ 14,327,677
Customer accounts and other intangibles....................... 19,404,000
Goodwill...................................................... 50,237,595
Liabilities assumed........................................... (21,154,663)
------------
$ 70,616,704
===========
</TABLE>

The following table presents a summary of the unaudited pro forma
consolidated results of operations as if the Network acquisition had occurred on
January 1, 1994, with pro forma adjustments to give effect to the amortization
of goodwill, the issuance of the 11 7/8% Senior Subordinated Notes due 2005 (the
"Notes") and certain other adjustments, together with related income tax
effects. These pro forma results have been prepared for comparative purposes
only and do not purport to be indicative of the results of operations which
actually would have occurred had the acquisition and the issuance of the Notes
been made at the beginning of 1994 or of results which may occur in the future.

<TABLE>
<CAPTION>
1994 1995
------------ ------------
<S> <C> <C>
Total revenues................................... $ 77,651,000 $ 86,043,000
Loss before income taxes......................... (26,394,000) (28,172,000)
Net loss......................................... (26,394,000) (28,779,000)
Loss per share................................... $ (2.60) $ (2.81)
</TABLE>

During 1994 and 1995, the Company acquired various telemessaging services
for $1,290,000 and $172,000, respectively. These acquisitions have been
accounted for as purchases and are included in the accompanying financial
statements from the dates of acquisition. The purchase price was assigned to the
fair value of the assets acquired, as follows:

<TABLE>
<CAPTION>
1994 1995
---------- --------
<S> <C> <C>
Covenants not to compete.............................. $ 641,000 $ 20,000
Customer accounts..................................... 649,000 152,000
---------- --------
$1,290,000 $172,000
========= ========
</TABLE>

Pro forma consolidated results of operations for 1994 and 1995 giving
effect to these acquisitions as if they had taken place on January 1, 1994 would
not be significantly different than those reported.

3. SHORT-TERM INVESTMENTS

Short-term investments include U.S. Government securities and commercial
paper. The Company has classified its investment securities into
held-to-maturity and available-for-sale categories under SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities. The U.S.
Government securities (consisting of issues of the U.S. Treasury and other
Government agencies) with a carrying value of $14,686,419 are pledged as
security for payment of the first two scheduled interest payments due on the
Notes (See Note 8) and are classified as held-to-maturity. The balance of the
investment securities consisting of commercial paper are classified as
available-for-sale. Securities classified as held-to-maturity are reported at
amortized cost and available-for-sale securities are reported at fair value
which at December 31, 1995 approximates amortized cost.

F-34
<PAGE> 132

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. SHORT-TERM INVESTMENTS -- (CONTINUED)

Investment securities at December 31, 1995 were as follows:

<TABLE>
<CAPTION>
HELD-TO-MATURITY AVAILABLE-FOR-SALE
----------------- -------------------
<S> <C> <C>
U.S. Treasury and other Government agencies... $14,686,419 $ --
Commercial paper.............................. -- 28,464,706
----------- -----------
$14,686,419 $28,464,706
=========== ===========
</TABLE>

The Company's proceeds and gross realized gains from the sale of
available-for-sale securities were $12,958,511 and $93,061 in 1995. Investment
securities at December 31, 1995 mature at various times throughout 1996.

4. EQUIPMENT AND FIXTURES

Equipment and fixtures at December 31 consist of the following:

<TABLE>
<CAPTION>
LIVES
(YEARS) 1994 1995
-------- ------------ ------------
<S> <C> <C> <C>
Pagers and telemessaging equipment............... 4-5 $ 34,233,592 $ 50,562,502
Paging network equipment......................... 2-10 12,112,176 23,808,080
Furniture, fixtures and other equipment.......... 3-5 8,519,297 14,751,056
------------ ------------
54,865,065 89,121,638
Less accumulated depreciation and amortization... (21,505,576) (40,795,911)
------------ ------------
$ 33,359,489 $ 48,325,727
============ ============
</TABLE>

During the fourth quarter of 1994, the Company, in response to
announcements of new technology and other plans, revised the estimated remaining
useful lives of its pagers to more closely reflect expected remaining lives.
Estimated depreciable lives of pagers were reduced from seven to four years.
Additionally, during the fourth quarter of 1994, as the Company firmed up its
plans to upgrade the paging network equipment acquired from South Central Bell
(See Note 5), it changed the depreciable lives of such equipment from ten years
to approximately two years. The effect of these changes in estimated depreciable
lives resulted in an increase in the Company's depreciation expense and net loss
of $942,476 or $.16 per common share for 1994.

F-35
<PAGE> 133

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. INTANGIBLE AND OTHER ASSETS

Intangible and other assets at December 31 consist of the following:

<TABLE>
<CAPTION>
AMORTIZATION
1994 1995 PERIOD
----------- ----------- ----------------------
<S> <C> <C> <C>
Licenses and operating authorities..... $ 8,351,540 $ 9,706,017 Principally 40 years
Covenants not to compete............... 1,231,599 1,051,144 3 years
Customer accounts...................... 849,043 19,882,637 1 to 9 years
Loan costs............................. 659,131 5,095,550 3 to 10 years
Other.................................. 180,168 518,716 3 years
----------- -----------
11,271,481 36,254,064
Less accumulated amortization.......... (1,280,879) (2,804,838)
----------- -----------
9,990,602 33,449,226
Investments............................ 974,008 7,696,443
----------- -----------
$10,964,610 $41,145,669
========== ==========
</TABLE>

The Company has entered into an agreement to purchase all of the common
stock of Page East, Inc., a paging company in North Carolina. Included in
investments in 1995 is $5,000,000, representing an escrow deposit as required by
the purchase agreement. Final closing of the purchase is subject to certain
conditions including the transfer of FCC licenses.

Additionally, the Company has invested $2.5 million in a consortium formed
to purchase licenses for regional narrow band paging frequencies.

6. PURCHASE OF TRANSMISSION EQUIPMENT AND LICENSES

In 1995, the Company purchased the South Central Bell paging assets in the
state of Louisiana for approximately $1,232,000. In 1993, the Company purchased
the South Central Bell paging networks in Mississippi and the tangible assets
employed in the South Central Bell paging networks in Tennessee and Alabama, at
an aggregate cost of approximately $9,924,000, of which $2,716,000 related to
Tennessee was placed in escrow. South Central Bell agreed to transfer its
operating authorities in Tennessee and Alabama to the Company upon obtaining the
required state approvals. During 1994, the required regulatory approvals were
obtained. As a result, the Company received operating authority for Tennessee
and Alabama and the $2,716,000 escrow balance was released. Allocation of the
purchase price for the transactions was recorded as follows:

<TABLE>
<S> <C>
Paging network equipment....................................... $ 1,930,000
Licenses and operating authorities............................. 9,226,000
-----------
$11,156,000
==========
</TABLE>

7. DEFERRED REVENUES

Customers are generally billed by the Company a month in advance of
providing the service. Deferred revenue related to such billings totaled
$1,753,000 and $4,674,000 at December 31, 1994 and 1995, respectively.

F-36
<PAGE> 134

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. LONG-TERM DEBT

Long-term debt at December 31 consists of the following:

<TABLE>
<CAPTION>
1994 1995
----------- ------------
<S> <C> <C>
11 7/8% Senior Subordinated Notes due 2005, net of
unamortized discount of $898,627........................ $ -- $124,101,373
Bank loans................................................ 13,329,000 --
Notes payable to vendor................................... 1,828,676 --
----------- ------------
15,157,676 124,101,373
Less current maturities.............................. (835,293) --
----------- ------------
$14,322,383 $124,101,373
========== ===========
</TABLE>

On October 24, 1995, the Company issued $125 million of 11 7/8% Senior
Subordinated Notes due 2005, priced at 99.274% to yield approximately 11.8%.
Interest on the Notes is payable semi-annually in May and November. The Notes
required the Company to purchase a portfolio of securities, initially consisting
of U.S. government securities ("Pledged Securities") which are pledged as
security for payment of the first two scheduled interest payments due on the
Notes. Amounts so pledged at December 31, 1995 were $14,686,419. The Notes are
subordinated in right of payment to all of the Company's existing and future
Senior Debt as defined in the Indenture governing the Notes. Such Indenture also
contains certain covenants, including, but not limited to, covenants with
limitations and restrictions on the following: (i) the incurrence of additional
indebtedness; (ii) restricted payments; (iii) asset dispositions; (iv) liens;
(v) sale and leaseback transactions; (vi) prohibition of dividends; (vii)
prohibition of dividend and other payment restrictions affecting certain
subsidiaries; (viii) consolidation, merger or sale of assets; (ix) investments;
(x) incurrence of indebtedness ranking senior to the Notes and junior to any
Senior Debt; and (xi) transactions with related parties. Additionally, the Notes
are redeemable at the option of the Company, in whole or in part, at any time on
or after November 1, 2000 at redemption prices set forth in the Indenture. The
Company used the net proceeds to retire all other outstanding debt, to finance
the acquisition of Network and to purchase the Pledged Securities. The balance
is available for general corporate purposes, including possible future
acquisitions.

Also in connection with the acquisition of Network, the Company entered
into an agreement with the First National Bank of Chicago to provide a $25
million credit facility (the "Credit Facility"). The Credit Facility agreed upon
is to be a secured two-year term loan, principal payable in quarterly
installments commencing December 31, 1997 and bearing an interest rate which is
computed at a base rate plus a margin fluctuating with the Company's ratio of
total debt to net operating cash flow. Borrowings under the Credit Facility
would be secured by a lien on all assets of the Company, including the stock of
its subsidiaries, to the extent permissible under the rules of the Federal
Communications Commission. The loan documents contain certain affirmative and
negative covenants, and include the maintenance of specified ratios, by the
Company, of net operating cash flows to interest expense on total debt, ratios
of total debt to equity and others. Additionally, the availability of borrowings
under the Credit Facility are limited by certain of these ratios. Until the
Company has achieved a substantial improvement in its results of operations or
completed a significant acquisition of one or more other paging providers on
favorable terms, management does not anticipate being able to borrow under the
Credit Facility. There were no amounts outstanding or available under the Credit
Facility at December 31, 1995.

The Company incurred extraordinary charges in 1993 and 1995 of $236,000 and
$606,708, respectively, or $.07 and $.09 per share, respectively, to write off
loan origination fees associated with debt retired from the proceeds of the
issuance of the Notes and its initial public offering, respectively.

Long-term debt outstanding at December 31, 1995 matures in 2005.

F-37
<PAGE> 135

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. INCOME TAXES

The provision for income taxes varies from the amount computed by applying
the federal statutory rate of 34% for the reasons summarized below:

<TABLE>
<CAPTION>
1993 1994 1995
--------- ----------- -----------
<S> <C> <C> <C>
Tax based on statutory rate..................... $(515,000) $(1,385,000) $(4,914,000)
State income taxes, net of federal income tax
benefit.................................... (37,000) (161,000) (538,000)
Amortization of goodwill...................... -- -- 214,000
Valuation allowance........................... 563,000 1,688,000 5,358,000
Other......................................... (11,000) (142,000) (120,000)
--------- ----------- -----------
$ -- $ -- $ --
========= ========== ==========
</TABLE>

Deferred tax balances at December 31, 1994 and 1995 are attributable to the
following temporary differences:

<TABLE>
<CAPTION>
1994 1995
--------------------------- ---------------------------
ASSETS LIABILITIES ASSETS LIABILITIES
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Net operating loss carryforwards........... $ 5,296,000 $ -- $ 9,338,000 $ --
Purchase accounting........................ -- -- -- 7,012,000
Alternative minimum and investment tax
credit carryforwards..................... 155,000 -- 96,000 --
Stock compensation......................... -- -- 2,280,000 --
Accelerated tax depreciation and
amortization............................. -- 2,876,000 -- 3,007,000
Other...................................... -- 149,000 619,000 --
Valuation allowance........................ (2,426,000) -- (3,132,000) --
----------- ------------ ----------- ------------
$ 3,025,000 $ 3,025,000 $ 9,201,000 $ 10,019,000
========== ========= ========== ==========
</TABLE>

At December 31, 1995, the Company has approximately $25,000,000 of net
operating loss carryforwards for federal tax purposes and $96,000 of alternative
minimum and investment tax credit carryforwards available to offset future
federal income taxes. The majority of these amounts expire in the years 2008
through 2010.

10. COMMITMENTS AND CONTINGENCIES

On August 2, 1995, the Company was named as one of several defendants in
Contact Communications, Inc. and ProNet Inc. vs. Page East, Inc., C.T, Spruill,
Network USA Paging Corp. and A+ Communications, Inc., which is pending in the
U.S. District Court for the Eastern District of Texas. Motions have been filed
by all defendants to transfer the action to the U.S. District Court for the
Eastern District of North Carolina. The suit alleges that the Company tortiously
interfered (by entering into a letter of intent to acquire Page East, Inc.) with
an alleged contract between the plaintiffs and Page East, Inc. and the sole
shareholder of Page East, Inc., which would have provided for the acquisition of
Page East, Inc. by the plaintiffs. The plaintiffs seek unspecified damages. The
Company intends to vigorously defend against this suit. The Company believes
that it has meritorious defenses and that the ultimate outcome of such action
will not have a material adverse effect on the financial condition of the
Company.

Additionally, there are other various legal actions, proceedings and claims
pending or which may be instituted against the Company. Litigation is subject to
many uncertainties and it is reasonably possible that some of such legal
actions, proceedings or claims could be decided unfavorably to the Company.
Although the ultimate liability with respect to these matters cannot be
ascertained, management of the Company believes that any resulting liability
will not materially affect the Company's financial position at December 31,
1995.

F-38
<PAGE> 136

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)

The Company has entered into lease agreements principally for office and
transmitting sites with lease terms ranging from one month to eight years and
expiring on various dates through 2001. In most cases, the Company expects that
in the normal course of business, leases will be renewed or replaced by other
leases. Total rent expense was $1,308,000, $2,666,000, and $3,446,000 in 1993,
1994, and 1995. The leases generally provide for payment of taxes and other
related expenses.

The Company leases office and warehouse space from a company owned by an
officer and director of the Company. The annual rental commitment under these
leases is approximately $393,000. Rental expense under these leases was
approximately $51,000 in 1995. The Company believes the terms of these leases
are at least as favorable as those that could be obtained from a non-affiliated
party.

Aggregate rental commitments under noncancelable operating leases as of
December 31, 1995 are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
-----------
<S> <C>
1996......................................................... $ 3,509,957
1997......................................................... 3,096,460
1998......................................................... 2,674,877
1999......................................................... 1,740,018
2000......................................................... 1,365,116
Thereafter................................................... 721,700
-----------
$13,108,128
===========
</TABLE>

11. STOCKHOLDERS' EQUITY

On August 24, 1993, the Company and certain stockholders of the Company
sold an aggregate of 3,700,000 shares of common stock (3,200,000 shares from the
Company) in a public offering at a price of $11 per share. On September 22,
1993, pursuant to the underwriters exercise of their over-allotment options, an
additional 555,000 shares were sold to the public, of which 340,103 shares were
offered by the Company. Net proceeds to the Company from the sales amounted to
approximately $35.5 million. Approximately $9.9 million of the net proceeds were
used to acquire the South Central Bell paging assets in Alabama, Tennessee and
Mississippi.

In February 1995, the Company adopted a Shareholder's Rights Plan ("Plan")
that calls for a distribution of one preferred stock purchase right for each
outstanding share of common stock of the Company and the Board of Directors of
the Company declared a dividend distribution of such rights payable as of March
10, 1995 to shareholders of record as of that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth ( 1/100) of a
share of preferred stock of the Company, designated as Series A Junior
Participating Preferred Stock ("Junior Preferred"), at an exercise price of $75
per one-hundredth of a share under certain circumstances as described below.
Each share of the Junior Preferred, if issued, would bear a dividend rate of 100
times the aggregate amount per share of any dividend declared on the common
stock and an aggregate amount per share equal to the amount per share of any
dividend declared on any other class or series of junior stock. Each share of
Junior Preferred would entitle the holder to 100 votes on all matters submitted
to a vote of the stockholders of the Company. Such shares provide for a
liquidation preference of the greater of $100 per share or an aggregate amount
per share equal to 100 times the aggregate amount to be distributed per share to
holders of common stock and are not subject to redemption. In connection with
the Plan, the Board of Directors reserved 500,000 shares of preferred stock
designated as Junior Preferred. At December 31, 1995, no preferred stock was
outstanding.

F-39
<PAGE> 137

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. STOCKHOLDERS' EQUITY -- (CONTINUED)

The Rights become exercisable only in the event that a person or group
acquires 15 percent or more of the Company's common stock or announces a tender
offer or exchange offer which would result in the ownership by such person or
group of 15 percent or more of the Company's common stock without prior approval
of the Company's Board of Directors. The Plan also provides that if the Company
is acquired in a merger or business combination after a person or group has
acquired 15 percent of the Company's common stock, the holder of a right would
be entitled to purchase, at the exercise price, shares of the acquiring company
or surviving company having a market value twice the exercise price. The Company
may also exchange each Right for a share of its common stock at any time after a
person or group acquires 15 percent or more of the Company's common stock. The
Board of Directors may redeem the Rights for $.01 per right until a person or
group acquires 15 percent or more of the Company's common stock. The Plan
expires in ten years.

12. STOCK OPTIONS

Under the Company's Employee Stock Incentive Plans the Compensation
Committee of the Board of Directors has authority to grant stock options and
stock appreciation rights. The stock options may be incentive or non-qualified
stock options, however all of the stock options granted to date are
non-qualified stock options. Non-qualified stock options are granted at not less
than 80% of the fair market value as of the date of grant under the Company's
1987 Stock Incentive Plan and not less than 50% of the fair market value as of
the date of grant under the Company's 1992 Stock Incentive Plan. Awards are
exercisable subject to terms and conditions as determined by the Compensation
Committee with no term to exceed ten years after the date of grant.

The Company's 1993 Non-Qualified Stock Option Plan for non-employee
directors provides for the granting of up to 34,500 shares of stock to
non-employee directors of the Company. This plan provides for the grant of
options to purchase 1,035 shares to each such director following the
effectiveness of a public offering and each year thereafter, as long as shares
remain available under the Plan. The options granted shall be at market price on
date of grant, exercisable one year from date of grant and expire ten years from
date of grant. Under the Plan, options for 5,175, 6,210 and 4,140 shares were
granted at $16.25, $11.25 and $14.38 per share during 1993, 1994 and 1995,
respectively.

The Company also has available an approved Employee Stock Purchase Plan
which provides for stock sales of up to 69,000 shares. As of December 31, 1995,
no shares had been issued under this plan.

F-40
<PAGE> 138

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. STOCK OPTIONS -- (CONTINUED)

Stock option activity for the 1987 and 1992 Employee Stock Incentive Plans
occurring during 1993, 1994 and 1995 was as follows:

<TABLE>
<CAPTION>
OPTION PRICE
OPTIONS SARS PER SHARE
-------- ------- -----------------
<S> <C> <C> <C>
Balance, December 31, 1992...................... 21,474 10,726
Granted....................................... 240,708 55,352 $10.23 to $17.50
-------- -------
Balance, December 31, 1993...................... 262,182 66,078
Granted....................................... 361,394 -- $4.35 to $14.75
Exercised..................................... (7,513) (3,756) $6.52 to $10.23
Canceled...................................... (146,563) (62,322) $4.35 to $10.23
-------- -------
Balance, December 31, 1994...................... 469,500 --
Granted....................................... 191,008 -- $13.50
Exercised..................................... (91,445) -- $4.35 to $13.25
Canceled...................................... (160,528) -- $10.23 to $14.75
-------- -------
Balance, December 31, 1995...................... 408,535 --
======== =======
</TABLE>

In February 1994, the Company's Board of Directors canceled 120,000 options
at $17.50 per share that had been granted to certain of the Company's employees
and granted them 120,000 options at $13.25 per share. The cancellation occurred
because the incentive purpose of the options had been significantly reduced by a
large negative spread between the then current market price and the exercise
price. The $13.25 option price assigned to the reissued options was the market
value of the Company's stock on the grant date of the options, and no
compensation expense has been recorded as a result of the transaction.

The options granted in 1994 include 54,044 options issued on October 6,
1994 as replacements for SARs canceled on that date. These options were issued
with the same vesting schedules and exercise prices as the SARs that they
replaced.

Outstanding stock options at December 31, 1995 have exercise prices ranging
from $10.23 to $14.75 per share. Of the options outstanding at December 31,
1995, approximately 133,200 were available for exercise.

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

Effective December 31, 1995, the Company adopted SFAS No. 107, Disclosures
About Fair Value of Financial Instruments, which requires certain disclosures
concerning the estimated fair value of financial instruments. The estimated fair
value amounts have been determined based on the Company's assessment of
available market information and appropriate valuation methodologies. The
estimates presented are not necessarily indicative of amounts the Company could
realize in a current market exchange.

<TABLE>
<CAPTION>
DECEMBER 31, 1995
----------------------------
CARRYING ESTIMATED
AMOUNT FAIR VALUE
------------ ------------
<S> <C> <C>
Short-term investments:
Held-to-maturity....................................... $ 14,686,419 $ 14,720,247
Available-for-sale..................................... 28,464,706 28,469,454
Long-term debt........................................... 124,111,945 126,875,000
</TABLE>

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments.

F-41
<PAGE> 139

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. FAIR VALUE OF FINANCIAL INSTRUMENTS -- (CONTINUED)

Cash and cash equivalents, accounts receivable, and accounts payable: The
carrying value approximates the fair value due to the short maturity of these
instruments.

Short-term investments: The estimated fair value of short-term investments
is based upon quoted market prices for those or similar investments.

Long-term debt: The fair value of the Company's long-term debt is estimated
based on quoted market prices.

The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 1995. Although management
is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes
of these financial statements since that date, and current estimates of fair
value may differ significantly from the amounts presented herein.

14. RESTRUCTURING CHARGES

In the fourth quarter of 1995, the Company recorded restructuring charges
of $669,406. Included in the charges are the costs of employee separations and
expected costs of facility consolidations, asset retirements and related costs.
Approximately $650,000 of these charges are included in accrued liabilities at
December 31, 1995.

15. BUSINESS SEGMENT INFORMATION

A description of the Company's business segments is included in Note 1 to
the consolidated financial statements. Information with respect to such segments
is as follows:

<TABLE>
<CAPTION>
OPERATING DEPRECIATION
PROFIT TOTAL CAPITAL AND
REVENUES (LOSS) ASSETS EXPENDITURES AMORTIZATION
----------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
December 31, 1993
Mobile communications....... $26,838,380 $ 1,235,000 $ 30,506,768 $ 6,620,370 $ 2,878,642
Telemessaging............... 10,064,980 819,725 4,234,660 536,133 1,254,114
Corporate................... -- (2,518,052) 9,514,961 145,613 185,542
----------- ------------ ------------ ------------- -------------
$36,903,360 $ (463,327) $ 44,256,389 $ 7,302,116 $ 4,318,298
========== =========== =========== ========== ==========
December 31, 1994
Mobile communications....... $38,659,496 $ (245,960) $ 46,759,094 $ 17,633,555 $ 5,670,029
Telemessaging............... 11,226,952 438,759 5,380,536 987,884 1,484,954
Corporate................... -- (3,720,927) 2,471,515 476,462 320,520
----------- ------------ ------------ ------------- -------------
$49,886,448 $ (3,528,128) $ 54,611,145 $ 19,097,901 $ 7,475,503
========== =========== =========== ========== ==========
December 31, 1995
Mobile communications....... $47,082,514 $ (4,511,166) $142,637,533 $ 11,992,677 $ 12,554,867
Telemessaging............... 11,359,426 (377,206) 3,901,498 245,077 1,739,535
Corporate................... -- (5,248,977) 64,473,640 158,475 540,108
----------- ------------ ------------ ------------- -------------
$58,441,940 $(10,137,349) $211,012,671 $ 12,396,229 $ 14,834,510
========== =========== =========== ========== ==========
</TABLE>

F-42
<PAGE> 140

A+ NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16. SUBSEQUENT EVENT, NOTE TO JUNE 30, 1996 FINANCIAL STATEMENTS

On May 16, 1996, the Company entered into an agreement and plan of merger
with Metrocall, Inc. whereby, subject to the process and approvals contemplated
in the agreement, the Company will merge with Metrocall, Inc.

F-43
<PAGE> 141

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
Network Paging Corporation

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of shareholders' equity (deficit)
and of cash flows present fairly, in all material respects, the financial
position of Network Paging Corporation and its subsidiary at December 31, 1994
and 1993, and the results of their operations and their cash flows for the two
years ended December 31, 1994, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

As discussed in Note 8, on August 2, 1995, the Company was named as one of
several defendants in a lawsuit. The plaintiffs seek unspecified damages. Legal
counsel is unable to form an opinion as to the ultimate outcome of this
litigation. The Company believes it has meritorious defenses, although no
assurance can be given to that effect. The ultimate outcome of this litigation
cannot be presently determined. Accordingly, no provision for any liability that
may result upon the outcome of this litigation has been made in these financial
statements.

PRICE WATERHOUSE LLP

Tampa, Florida
February 3, 1995, except as to the first
paragraph of Note 8 for which the date
is August 31, 1995

F-44
<PAGE> 142

NETWORK PAGING CORPORATION

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1993 1994
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.......................................... $ 486,585 $ 563,312
Trade receivables, net of allowance for doubtful accounts of
$300,000 and $560,000, respectively............................. 2,148,665 3,733,179
Inventories........................................................ 155,462 1,483,035
Prepaid expenses................................................... 196,133 248,480
Other receivables.................................................. 113,685 147,223
----------- -----------
Total current assets....................................... 3,100,530 6,175,229
Property and equipment, net.......................................... 9,385,084 11,484,443
Note receivable from related party................................... 586,798 --
Other assets, net.................................................... 35,765 780,731
----------- -----------
Total assets............................................... $13,108,177 $18,440,403
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable, current portion..................................... $ 3,147,339 $ 900,000
Accounts payable................................................... 1,292,698 1,771,233
Advanced billings.................................................. 892,712 1,463,357
Accrued expenses................................................... 437,609 609,052
Income taxes payable............................................... -- 53,000
----------- -----------
Total current liabilities.................................. 5,770,358 4,796,642
Notes payable, less current portion.................................. 6,079,871 9,973,420
Notes payable to shareholder......................................... 712,933 --
Deferred taxes....................................................... -- 898,000
----------- -----------
Total liabilities.......................................... 12,563,162 15,668,062
----------- -----------
Commitments and contingencies (Note 8)
Mandatorily redeemable preferred stock, Series A, $.01 par value,
3,000,000 shares authorized, issued and outstanding................ -- 3,000,000
Note receivable -- shareholder....................................... -- (3,000,000)
Mandatorily redeemable preferred stock, Series B, $.01 par value,
4,000,000 shares authorized, issued and outstanding................ -- 4,119,949
Mandatorily redeemable convertible preferred stock, Series C, $.01
par value, 678,000 shares authorized, 677,849 shares issued and
outstanding........................................................ -- 2,059,975
----------- -----------
-- 6,179,924
----------- -----------
Shareholders' equity (deficit):
Common stock, no par value; 1,000 and 0 shares authorized, issued
and outstanding, respectively................................... 286,976 --
Common stock, $.01 par value; 0 and 13,000,000 shares authorized,
respectively; 0 and 2,040,000 shares issued and outstanding,
respectively.................................................... -- 20,400
Additional paid-in capital......................................... -- 522,962
Accumulated equity (deficit)....................................... 258,039 (3,950,945)
----------- -----------
Total shareholders' equity (deficit)....................... 545,015 (3,407,583)
----------- -----------
Total liabilities and shareholders' equity................. $13,108,177 $18,440,403
=========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-45
<PAGE> 143

NETWORK PAGING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1993 1994
----------- -----------
<S> <C> <C>
Revenues:
Pager lease and access fees................................... $13,821,722 $20,623,189
Product sales................................................. 4,070,377 7,829,759
Other income.................................................. 94,110 72,676
---------- -----------
Total revenues............................................. 17,986,209 28,525,624
Cost of products sold........................................... 3,666,084 6,801,285
---------- -----------
14,320,125 21,724,339
Expenses:
Operating..................................................... 2,959,085 4,456,541
Selling and marketing......................................... 4,767,661 6,778,711
General and administrative.................................... 3,459,189 5,442,634
Reorganization bonuses (Note 10).............................. -- 634,809
Depreciation and amortization................................. 1,914,578 2,949,417
---------- -----------
Operating income................................................ 1,219,612 1,462,227
Interest income................................................. 7,847 204,331
Interest expense................................................ 942,614 1,244,716
---------- -----------
Income before taxes............................................. 284,845 421,842
Provision for income taxes -- 1994.............................. -- 151,000
Provision for income taxes resulting from conversion to C
Corporation status (Note 7)................................... -- 800,000
---------- -----------
Net income (loss)............................................... 284,845 (529,158)
Pro forma provision for income taxes (unaudited)................ 108,000 --
Preferred stock dividend requirement............................ -- (423,440)
---------- -----------
Pro forma net income (loss) applicable to common shareholders
(unaudited)................................................... $ 176,845 $ (952,598)
========== ===========
Pro forma income (loss) per share (unaudited):
Primary....................................................... $ .09 $ (.47)
========== ===========
Fully diluted................................................. $ .09 $ (.47)
========== ===========
Weighted shares outstanding (Note 1):
Primary....................................................... 2,040,000 2,040,000
========== ===========
Fully diluted................................................. 2,040,000 2,040,000
========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-46
<PAGE> 144

NETWORK PAGING CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
$.01
NO PAR PAR ADDITIONAL ACCUMULATED
COMMON COMMON PAID-IN EQUITY
STOCK STOCK CAPITAL (DEFICIT)
--------- ------- ---------- -----------
<S> <C> <C> <C> <C>
Balance at December 31, 1992............... $ 286,976 -- -- $ (26,806)
Net income................................. -- -- -- 284,845
--------- ------- -------- -----------
Balance at December 31, 1993............... 286,976 -- -- 258,039
Net income (loss) prior to conversion to C
Corp. (January 1, 1994 through March 31,
1994).................................... -- -- $ (1,653) --
Constructive distribution of S Corporation
retained earnings........................ -- -- 258,039 (258,039)
Common stock retired....................... (286,976) -- -- --
--------- ------- -------- -----------
Balance at April 1, 1994................... -- -- 256,386 --
Common stock issued........................ -- $20,400 266,576 --
Issuance of Series A redeemable preferred
stock.................................... -- -- -- (3,000,000)
Dividends on preferred stock............... -- -- -- (423,440)
Net loss subsequent to conversion to C
Corporation (April 1, 1994 through
December 31, 1994)....................... -- -- -- (527,505)
--------- ------- -------- -----------
Balance at December 31, 1994............... $ -- $20,400 $ 522,962 $(3,950,945)
========= ======= ======== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-47
<PAGE> 145

NETWORK PAGING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1993 1994
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)...................................................... $ 284,845 $ (529,158)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation......................................................... 1,909,778 2,879,321
(Gain) loss on sale of property and equipment........................ 18,501 38,878
Provision for bad debts.............................................. 735,067 960,091
(Increase) decrease in operating assets
Trade receivables.................................................. (1,622,229) (2,544,604)
Inventories........................................................ 77,896 (1,327,573)
Prepaid expenses................................................... (69,375) (52,347)
Other receivables.................................................. (41,881) (33,538)
Other assets, net.................................................. 83,696 (469,966)
Increase in operating liabilities
Accounts payable................................................... 818,220 478,535
Advanced billings.................................................. 329,447 570,645
Accrued expenses................................................... 43,895 171,443
Income taxes payable............................................... -- 53,000
Deferred taxes..................................................... -- 898,000
----------- -----------
Net cash provided by operating activities....................... 2,567,860 1,092,727
----------- -----------
Cash flows from investing activities:
Capital expenditures................................................... (5,383,584) (5,763,738)
Proceeds from sale of property and
equipment............................................................ 456,561 746,178
Deposit on pending acquisition......................................... -- (275,000)
----------- -----------
Net cash used in investing activities........................... (4,927,023) (5,292,560)
----------- -----------
Cash flows from financing activities:
Decrease in notes receivable........................................... -- 893,384
Increase in notes receivable........................................... (586,798) (3,306,586)
Proceeds from notes payable............................................ 7,211,976 19,944,636
Proceeds from notes payable to shareholder............................. 1,468,054 70,000
Reductions in notes payable............................................ (3,737,462) (18,298,425)
Reductions in notes payable to shareholder............................. (1,649,440) (782,933)
Proceeds from preferred stock Series B, net of issuance costs of
$61,969.............................................................. -- 3,938,031
Proceeds from preferred stock Series C, net of issuance costs of
$30,984.............................................................. -- 1,969,016
Dividends on preferred stock........................................... -- (150,563)
----------- -----------
Net cash provided by financing activities....................... 2,706,330 4,276,560
----------- -----------
Net increase in cash and cash equivalents................................ 347,167 76,727
Cash and cash equivalents at beginning of year........................... 139,418 486,585
----------- -----------
Cash and cash equivalents at end of year................................. $ 486,585 $ 563,312
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest................................. $ 952,393 $ 1,149,617
=========== ===========
Cash paid during the year for taxes.................................... $ -- $ --
=========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-48
<PAGE> 146

NETWORK PAGING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company Background

Florida Network USA, Inc. ("Network USA"), a wholly owned subsidiary of
Network Paging Corporation ("Network"), was established in 1989, as a private
carrier paging company. Network has the ability to provide regional, corridor,
statewide or nationwide services to more than 6,000 American cities by linking
its paging system with those of independent paging companies ("Affiliates").
Network also provides its Affiliates with other services including pagers,
equipment, marketing, and training assistance.

Reorganization

In April 1994, Network USA signed an agreement with an investment group to
obtain a cash infusion of $6 million in exchange for $6 million of 10%
promissory notes which were exchangeable, in certain circumstances, for an
aggregate of 4 million shares of Series B redeemable preferred stock and 677,849
shares of Series C redeemable convertible preferred stock, as described below.

In connection with this cash infusion, Network USA amended and restated its
articles of incorporation, effective April 1, 1994, to authorize the issuance of
13 million shares of common stock (par value of $.01 per share) and 7.678
million shares of preferred stock (par value of $.01 per share) which resulted
in the change of its S Corporation status to C Corporation status. The preferred
stock consists of 3 million shares of Series A redeemable preferred stock,
bearing a cumulative annual dividend of 7.25%, redeemable at $1 per share; 4
million shares of Series B redeemable preferred stock, bearing a cumulative
annual dividend of 10%, redeemable at $1 per share; and 678,000 shares of Series
C redeemable convertible preferred stock, convertible at the option of the
holder into a minimum of 15%, increasing to 21% (dependent on the date of
conversion and the occurrence of specified events), of Network USA's then
outstanding common stock (see further description of shares issued, redemption
and conversion options at Note 11). Concurrent with the change in corporate
structure, Network USA effected a recapitalization by issuing 2.04 million
shares of common stock and 3 million shares of Series A redeemable preferred
stock in exchange for all previously outstanding common stock. As a result of
this change in Network USA's corporate status, the retained earnings and the
current year net loss, through the effective date of the change, was
reclassified to additional paid-in capital. The retained earnings balance at
December 31, 1994 represents earnings and dividends under the current corporate
status only.

Concurrent with the receipt of the funds referred to above, Network USA
loaned the common stock shareholder $3 million in the form of a note receivable
bearing a 7% interest rate, interest due monthly and the total balance due in
April 2001.

In July 1994, Network USA's sole shareholder and the investment group
formed a holding company, Network Paging Corporation, and merged Network USA
into a wholly-owned subsidiary of Network Paging Corporation. Concurrent with
this restructuring, the $6 million promissory notes were exchanged for the
Series B redeemable preferred stock and C redeemable convertible preferred stock
referred to above.

Trade Receivables -- Allowance for Doubtful Accounts

Trade receivables are reflected net of an allowance for doubtful accounts.
The allowance for doubtful accounts is established through a provision for bad
debts. Receivables are charged against the allowance for doubtful accounts when
management believes that collection is unlikely.

Concentrations of credit risk with respect to trade accounts receivable are
generally diversified due to the large number of customers comprising Network's
customer base and their dispersion among various industries and geographic
areas.

F-49
<PAGE> 147

NETWORK PAGING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Inventories

Inventories are stated at lower of cost or market, with cost determined by
specific identification. Inventories consist of new and used pagers held for
resale.

Property and Equipment

Property and equipment are carried at cost, net of accumulated
depreciation. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets. The cost of leasehold improvements is
amortized using the straight-line method over the term of the lease. When assets
are retired or otherwise disposed of, the cost and related accumulated
depreciation and amortization are removed from the accounts and any resulting
gain or loss is reflected in income for the period. The cost of maintenance and
repairs is charged to expense as incurred; significant renewals and betterments
are capitalized.

Other Assets

Other assets consists primarily of deferred financing costs and money on
deposit. Money on deposit relates primarily to the pending acquisition of Call
Comm, Inc. and Telecommunications Associates, Inc. (see further discussion at
Note 8). Deferred financing costs will be amortized on a straightline basis over
their anticipated useful lives, which range from three to four years.

Revenue Recognition

Revenues from leased pagers and paging services principally are billed in
advance of services being provided. Such advance billings for these services are
deferred and recognized as revenue when earned. Affiliate access fees are
recognized on the accrual basis as the related services are performed. Revenues
from the sale of pagers are recognized on the accrual basis when title passes
from Network to the customer.

Income Taxes

As described above, Network changed its tax status to C Corporation status
in April 1994. Prior to April 1994, Network had elected to be taxed as an S
Corporation under the provisions of Section 1362 of the Internal Revenue Code.
Under those provisions, the shareholder included Network's income or loss in his
individual income tax return. A provision for income taxes has been recognized
for the difference in the reported tax basis and book basis of assets and
liabilities as a result of the change in Network's tax status and for the eight
month period ended December 31, 1994, and is reflected in these consolidated
financial statements.

Fair Value of Financial Instruments

The carrying amount for cash, short-term investments, accounts receivable,
accounts payable, accrued expenses and notes payable are a reasonable estimate
of their fair value.

Cash Flows

For the purpose of the statements of cash flows, cash equivalents include
highly liquid investments with original maturities of three months or less.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current
year presentation.

F-50
<PAGE> 148

NETWORK PAGING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Earnings Per Share

Earnings per share is computed by dividing net income (loss) by the
weighted average number of common and common share equivalents outstanding.

2. OTHER RECEIVABLES

Other receivables consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1993 1994
-------- --------
<S> <C> <C>
Loans to employees............................................. $ 61,951 $ 61,185
Loans to officers.............................................. 28,362 125
Receivables from related parties............................... -- 67,611
Other.......................................................... 23,372 18,302
-------- --------
$113,685 $147,223
======== ========
</TABLE>

3. PROPERTY AND EQUIPMENT

Major classifications of property and equipment and related assets' lives
are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
USEFUL LIFE (YEARS) 1993 1994
------------------- ----------- -----------
<S> <C> <C>
Pagers held for lease................... 4 $ 6,532,560 $ 6,825,579
Transmittal equipment................... 7 4,202,379 5,836,327
Furniture, fixtures and equipment....... 5-7 1,517,746 3,494,150
Vehicles................................ 5 142,144 273,232
Equipment on loan to Affiliates......... 5 86,916 156,162
Leasehold improvements.................. 7 25,586 27,334
----------- -----------
12,507,331 16,612,784
Less accumulated depreciation and amortization............... 3,710,060 5,995,152
----------- -----------
8,797,271 10,617,632
Construction in progress..................................... 383,173
Satellite dishes and transmitters not yet placed in
service.................................................... 587,813 483,638
----------- -----------
$ 9,385,084 $11,484,443
=========== ===========
</TABLE>

In 1993, pagers and transmittal equipment with a cost of $8,990,974 were
pledged as collateral for loans. At December 31, 1994, all assets, 100% of the
stock of Network USA, and 100% of the stock of all of its future subsidiaries
are pledged as collateral on the reducing revolving credit facility. On December
31, 1993 and 1994, total accumulated depreciation related to pagers held for
lease amounted to $2,037,021 and $3,219,725, respectively.

F-51
<PAGE> 149

NETWORK PAGING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. OTHER ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1993 1994
------- --------
<S> <C> <C>
Financing costs, net of amortization of $57,062................. -- $418,292
Money on deposit................................................ $35,765 313,312
Other........................................................... -- 49,127
------- --------
$35,765 $780,731
======= ========
</TABLE>

5. ACCRUED EXPENSES

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1993 1994
-------- --------
<S> <C> <C>
Sales and use tax.............................................. $126,401 $246,328
Accrued bonuses and commissions................................ 127,497 132,101
Accrued interest............................................... 71,572 154,175
Other.......................................................... 112,139 76,448
-------- --------
$437,609 $609,052
======== ========
</TABLE>

6. NOTES PAYABLE

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1993 1994
---------- -----------
<S> <C> <C>
Borrowings under $12 million reducing revolving credit
facility................................................. -- $10,873,420
Notes payable to a commercial finance company due at
various dates through November 1998 and interest rates
from 10% to 12%, monthly installments vary in relation to
debt outstanding, secured by pagers or transmittal
equipment................................................ $8,216,995 --
Notes payable to commercial finance company, interest at
10% to 12.5%, monthly installments of $21,075 plus
interest through January 1999, secured by transmitters... 773,980 --
Other notes payable to banks, secured by fixed assets...... 124,689 --
Capital lease obligation with finance company, monthly
installments of $5,744, interest ranging from 5.32% to
11.75%, secured by pagers................................ 111,546 --
---------- ----------
9,227,210 10,873,420
Less notes payables, current portion....................... 3,147,339 900,000
---------- ----------
$6,079,871 $ 9,973,420
========== ==========
</TABLE>

Following are maturities of long-term debt for each of the next five years:

F-52
<PAGE> 150

NETWORK PAGING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In July 1994, Network entered into a $12 million reducing revolving credit
facility with a commercial bank. The level of available funds under this credit
facility will be reduced on a quarterly basis, commencing June 30, 1995. The
interest rate is tied to the bank's prime plus a specified percentage ranging
from .5% to 2% with such percentage being based on Network's leverage ratio (the
bank's prime rate and Network's interest rate were 8.5% and 10%, respectively,
at December 31, 1994). The final principal payment on this credit facility is
due June 30, 1999.

The credit facility also requires payment of a commitment fee on the
available funds balance at the rate of .5% per annum payable on a quarterly
basis. Borrowings are secured by all assets and 100% of the stock of Network
USA. Network incurred loan origination fees and direct financing costs
aggregating $316,165, which have been capitalized and are to be recognized as
interest expense over the life of the loan.

The credit facility agreement requires maintenance of certain specified
financial and operating covenants which prohibit incurrence of additional debt,
without approval by the bank, and restrict payment of cash dividends on common
stock during the term of the credit facility.

As of December 31, 1994, Network was eligible to borrow all of the
$1,126,580 remaining on the credit facility. Principal repayments based on the
amount outstanding at December 31, 1994, are $900,000 in 1995, $2.4 million in
1996, $3 million in 1997, $3.6 million in 1998, and $973,420 in 1999.

In September 1994, Network entered into an interest rate agreement which
provides a ceiling on interest costs with respect to $6 million of Network's $12
million credit facility in the event the bank's prime rate exceeds 9.75%.
Starting in June 1995, the dollar amount on which the interest rate agreement is
applicable decreases from $6 million to $3.225 million incrementally, on a
quarterly basis, through September 1997 when the agreement terminates. The
$109,000 cost of this agreement has been capitalized and included in other
assets and is being amortized over the three year life of the agreement.

7. INCOME TAXES

In connection with the reorganization in April 1994 (see Note 1), Network
changed from S Corporation status to C Corporation status for income tax
purposes. A provision for income taxes has been recognized for the difference in
the reported tax basis and book basis of assets and liabilities as a result of
the change from S Corporation status to C Corporation status for the eight month
period of operations ended December 31, 1994, as follows:

<TABLE>
<S> <C>
Current:
Federal......................................................... $ 47,000
State........................................................... 6,000
Deferred.......................................................... 898,000
---------
$ 951,000
========
</TABLE>

The provision for income taxes at December 31, 1994, shown above, varied
from the statutory federal income tax rates for those periods as follows:

<TABLE>
<S> <C>
Federal income tax rate...................................................... 34.0%
State income taxes, net of federal tax benefit............................... 1.0
Non-deductible items......................................................... 1.8
Deferred taxes recognized on change from S Corporation to C Corporation
status..................................................................... 187.8
-----
Effective tax rate........................................................... 224.6%
=====
</TABLE>

F-53
<PAGE> 151

NETWORK PAGING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred taxes shown on the balance sheet are comprised of the following:

<TABLE>
<CAPTION>
APRIL 1, DECEMBER 31,
1994 1994
-------- ------------
<S> <C> <C>
Deferred tax assets -- current:
Allowance for bad debts.................................. $ 67,504 $ 166,000
Other.................................................... 12,456 12,000
-------- -----------
Total............................................ $ 79,960 $ 178,000
======== ==========
Deferred tax liability -- non-current:
Depreciation............................................. $854,544 $1,076,000
-------- -----------
Total............................................ $854,544 $1,076,000
======== ==========
</TABLE>

The pro forma provision for income taxes for December 31, 1993 was
determined based on the statutory federal income tax rates for those periods.

8. COMMITMENTS AND CONTINGENCIES

Litigation

On August 2, 1995, Network was named as one of several defendants in a suit
filed in the District Court of Collin County, Texas, by Contact Communications,
Inc. and ProNet Inc., which alleges that Network and other named defendants
tortiously interfered with an alleged contract between the plaintiffs, Page East
and the sole shareholder of Page East which would have provided for the
acquisition of Page East by the plaintiffs. The plaintiffs seek unspecified
damages. Network believes they have meritorious defenses and will vigorously
defend against this suit.

Capital Lease Obligations

At December 31, 1993, Network was the lessee of pagers and other equipment
under capital leases expiring at various dates from 1994 to 1998. Capital lease
obligations of $14,064 were incurred during 1993. In July 1994, upon entering
into the $12 million reducing revolving credit facility, these leases were paid
off in full. The cost of these pagers and equipment amounted to $169,149, and
related depreciation expense amounted to $40,670 and $42,287 at December 31,
1993 and 1994, respectively.

The assets and liabilities under capital leases are recorded at the lower
of the present value of the minimum lease payments or the fair value of the
assets. The assets are depreciated over the lower of their related lease terms
or their estimated productive lives. Depreciation of assets under capital leases
is included in depreciation expense.

Interest rates on capitalized leases during 1993 varied from 5.32% to
11.75% and were imputed based on the lower of Network's incremental borrowing
rate at the inception of each lease or the lessor's implicit rate of return.

Operating Lease Obligations

Network leases a building and a warehouse which are owned by a related
party (see Note 9) under operating leases, which expire in 1998, with monthly
payments of $25,320. These leases require payment of insurance and maintenance
costs in addition to rental payments.

Network also leases various transmittal sites and equipment under operating
leases which are cancelable upon 30 or 90 days notice. These leases require
payment of taxes, insurance and maintenance costs in addition to rental
payments.

F-54
<PAGE> 152

NETWORK PAGING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Total rental expense under all operating leases was $858,560 and $1,740,149
in 1993 and 1994, respectively.

The operating leases for the building and warehouse space are not
considered month to month leases. Future lease obligations under these leases as
of December 31, 1994 are $303,840 in 1995; $303,840 in 1996; $303,840 in 1997;
and $282,840 in 1998.

Pending Acquisition

On December 1, 1994, Network began operating Call Comm, Inc., a paging
company, and Telecommunications Associates, Inc., a licensing company, under a
management agreement. Under the terms of the agreement, Network is performing
all operations aspects of these entities and has recorded related revenues and
costs of sales for the month of December.

Pending FCC approval, Network plans to acquire certain licenses and fixed
assets of Call Comm, Inc., and Telecommunications Associates, Inc. The total
purchase price will be $875,000, consisting of $200,000 cash and issuance of
promissory notes in the aggregate amount of $600,000, bearing interest at the
rate of 7.75% per annum. At December 31, 1994, Network has recorded money on
deposit in the amount of $275,000 which represents cash paid to the owners of
Call Comm, Inc., and Telecommunications Associates, Inc., as earnest money for
this pending acquisition. The excess of cost over fair value of tangible assets
included in this acquisition will be allocated to licenses and a covenant not to
compete and will be amortized on a straight-line basis over the respective
assets' anticipated useful lives, which range from three to four years.

9. RELATED PARTIES

Shareholder

Network has one common stock shareholder who advanced working capital funds
to Network. The amount due to the shareholder for such advances was $712,933 at
December 31, 1993. These advances were repaid by Network in full in 1994. In
April 1994, Network issued 3 million shares of Series A redeemable preferred
stock to the common stock shareholder, bearing a cumulative annual dividend of
7.25%, redeemable at $1 per share. Simultaneously, Network advanced the
shareholder $3 million in the form of a 7% note receivable, interest due
monthly, with the principal due in full in April 2001.

In December 1993, Network sold the building which houses its corporate
operations to Network Paging Corporation of Tennessee ("NPC") which is 100%
owned by the sole shareholder of Network USA. The sale transaction was recorded
at the net book value as originally recorded on Network's financial statements
which approximated fair market value at the time of the transaction. Upon sale
of the building, NPC assumed the underlying debt and issued Network a 9% note
receivable which had a balance of $586,798 at December 31, 1993. As of December
31, 1993, Network was the guarantor for NPC on a line of credit secured by the
building which houses Network's headquarters. The outstanding balance on the
line of credit was approximately $1.6 million as of December 31, 1993.
Subsequent to 1993, NPC converted the line of credit into a note agreement which
released Network as guarantor. Network currently leases its corporate offices
from NPC at a rate which approximates fair market value (see Note 8).

In connection with the reorganization discussed in Note 1, the shareholder
granted Network an option to acquire his 50% interest in Alabama Network USA,
Inc., a corporation formed by the shareholder and a third party to own and
operate transmission facilities in Birmingham and Tuscaloosa, Alabama. The
option provides that Network can acquire the shareholder's interest at the cost
of approximately $75,000 until 2001.

F-55
<PAGE> 153

NETWORK PAGING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Employee and Officer Loans

Other receivables on Network's balance sheet include employee and officer
loans of $90,313 and $61,310 at December 31, 1993 and 1994, respectively.

Affiliates

Network has equipment with an original cost of $156,162 on loan to certain
paging Affiliates throughout the country. Depreciation is being recorded in
accordance with Network's standard policy.

Major Supplier

Network purchases the majority of its pagers from Motorola.

10. EMPLOYEE BENEFITS AND COMPENSATION

Employee Benefit Plan

During 1992, Network began sponsoring a defined contribution pension plan
that covers all employees. The plan allows employees to make voluntary
contributions. Network's contribution is based on a percentage of those
voluntary contributions. The amount of pension expense was $28,632 and $50,445
in 1993 and 1994, respectively.

Reorganization Bonuses

As a result of the successful reorganization and recapitalization of
Network in April 1994, the Board of Directors elected to grant discretionary
bonuses to key management personnel in the amount of $634,809, which were
distributed during 1994.

11. SHAREHOLDERS' EQUITY

Common Stock

In connection with the reorganization (Note 1), Network performed a
recapitalization by issuing 2.04 million shares of common stock and 3 million
shares of Series A redeemable preferred stock (as described below), in exchange
for all of the previously outstanding common stock. Under the terms of the
reorganization, Network may not declare and pay, or set aside funds for the
payment of, any dividends related to any common stock or any preferred stock
junior to the preferred stock discussed below.

Preferred Stock

Series A redeemable preferred stock provides an annual dividend of 7.25% of
the original purchase price payable quarterly and has liquidating preference
over common stock. As a result of the recapitalization referred to above, the
Series A redeemable preferred stock is recorded at its redemption value of $3
million and has been reflected as a reduction to retained earnings.

Series B redeemable preferred stock and Series C redeemable convertible
preferred stock, recorded at their fair market values of $4 million and $2
million less associated issuance costs of $61,969 and $30,984, respectively,
provide an annual dividend of 10% of the original purchase price and have
liquidating preference, at a rate of $1 and $2.95 per share for Series B
redeemable preferred stock and Series C redeemable convertible preferred stock,
respectively, over Series A redeemable preferred stock and common stock. The
issuance costs related to the Series B redeemable preferred stock and Series C
redeemable convertible preferred stock are being accreted over the period until
mandatory redemption. Series C redeemable convertible preferred stock carries
voting rights equivalent to the anticipated number of common shares, on an if
converted basis, and if still outstanding, becomes mandatorily convertible to
common stock on April 30,

F-56
<PAGE> 154

NETWORK PAGING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2001. Upon any conversion of the Series C redeemable convertible preferred
stock, all accumulated and unpaid dividends shall be forgiven. Network has the
option of redeeming all, but not less than all, of the outstanding preferred
stock at its liquidation price upon the closing of a public offering (which
meets certain parameters) of Network's common stock. Upon certain conditions,
the holders of any class of preferred stock may request redemption of its stock,
commencing no sooner than April 1998.

Dividends on the Series A redeemable preferred stock in the amount of
$150,563 were distributed in December 1994; dividends on the Series B redeemable
preferred stock and Series C redeemable convertible preferred stock in the
amount of $181,918 and $90,959, respectively, have been accrued and included in
the redemption value of such series of preferred stock at December 31, 1994.

Stock Option Plan

In December 1993, Network established a Stock Option Plan which provides
for the granting of non-qualified and incentive stock options, as defined by the
Internal Revenue Code, to key employees of Network at prices which represent
fair market value at dates of grant. Under the Plan, options may be granted to
employees to purchase a maximum of 510,000 shares of common stock, as available.
Options granted under the Plan expire in ten years from the date of grant and
become exercisable at such dates and prices as are determined by Network's Board
of Directors. In December 1993, 435,000 shares with an option price of $3.73 per
share were granted and are outstanding at December 31, 1994. These options
become exercisable in four annual increments beginning in July 1995. No
compensation expense has been recorded in connection with the options
outstanding under this Plan.

12. SUBSEQUENT EVENTS (UNAUDITED)

On July 26, 1995, Network entered into a letter of intent with respect to
the proposed acquisition of Page East, Inc. ("Page East"), a Network Affiliate
headquartered in Windsor, North Carolina. Page East has entered into a
definitive agreement to acquire the assets of Coastal Carolina Communications,
Inc. ("Coastal"). At June 30, 1995, Page East and Coastal combined had
approximately 18,500 paging and voicemail subscriber units in service.

Under the terms of the letter of intent among Network, Page East and the
stockholders of Page East, the parties agree that Network is to acquire all of
the outstanding stock of Page East for a purchase price of $10.9 million,
subject to upward adjustment based upon a multiple of combined cash flows of
Page East and Coastal for the year ending December 31, 1995. The obligations of
Network under the letter of intent are subject to satisfactory due diligence
review and the absence of material adverse changes in the operations or
condition of Page East. The obligations of all parties are subject to the
negotiation of definitive agreements and to required regulatory approvals.

The letter of intent provides that in the event Network fails to execute
definite agreements prior to October 26, 1995 for any reason other than material
adverse findings during its due diligence review, it must pay the stockholders
of Page East liquidated damages of $1.0 million, as specified in the letter of
intent. The letter of intent also provides that if the stockholders of Page East
(i) fail to execute definitive agreements prior to October 26, 1995, or
otherwise fail to consummate the transaction over the objection of Network and
(ii) agree, prior to January 26, 1997, to sell the stock or assets of Page East
to any third party, Network will be entitled to liquidated damages of $1.0
million, as specified in the letter of intent.

F-57
<PAGE> 155

NETWORK PAGING CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
PERIODS ENDED OCTOBER 31, 1994 AND OCTOBER 24, 1995

<TABLE>
<CAPTION>
PERIOD ENDED PERIOD ENDED
OCTOBER 31, OCTOBER 24,
1994 1995
------------ ------------
<S> <C> <C>
Revenues:
Mobile communication services................................. $ 16,643,329 $ 24,389,961
Equipment sales............................................... 6,029,098 4,321,145
------------ ------------
Total revenues............................................. 22,672,427 28,711,106
Cost of equipment sales......................................... 4,961,072 4,066,026
------------ ------------
17,711,355 24,645,080
Costs and expenses:
Operating expenses -- exclusive of depreciation and
amortization............................................... 3,803,257 5,533,275
Depreciation and amortization................................. 2,372,283 3,025,420
Selling....................................................... 4,898,896 7,401,218
General and administrative.................................... 5,253,112 12,022,929
Reorganization bonuses........................................ 634,809 --
------------ ------------
16,962,357 27,982,842
------------ ------------
Operating income (loss)......................................... 748,998 (3,337,762)
Interest expense................................................ (1,051,772) (935,918)
Interest income................................................. 168,038 175,623
------------ ------------
(883,734) (760,295)
------------ ------------
Loss before income taxes........................................ (134,736) (4,098,057)
Income tax benefit (expense).................................... 51,334 (706,500)
Provision for income taxes resulting from conversion to C
Corporation status............................................ (800,000) --
------------ ------------
Net loss........................................................ $ (883,402) $ (4,804,557)
============ ============
Loss per common share:
Primary....................................................... $ (0.43) $ (2.16)
============ ============
Fully diluted................................................. $ (0.43) $ (2.16)
============ ============
Weighted shares outstanding:
Primary....................................................... 2,040,000 2,229,159
============ ============
Fully diluted................................................. 2,040,000 2,229,159
============ ============
</TABLE>

See notes to unaudited consolidated financial statements.

F-58
<PAGE> 156

NETWORK PAGING CORPORATION

UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
PERIOD ENDED OCTOBER 31, 1994

<TABLE>
<CAPTION>
NO PAR $.01 PAR ADDITIONAL ACCUMULATED
COMMON COMMON PAID-IN EQUITY
STOCK STOCK CAPITAL (DEFICIT) TOTAL
-------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993............ $286,976 $ -- $ -- $ 258,039 $ 545,015
Net loss prior to conversion to C
Corp. (January 1, 1994 through March
31, 1994)........................... -- -- (1,653) -- (1,653)
Constructive distribution of S
Corporation retained earnings....... -- -- 258,039 (258,039) --
Common stock retired.................. (286,976) -- -- -- (286,976)
-------- -------- ---------- ----------- -----------
-- -- 256,386 -- 256,386
Common stock issued................... -- 20,400 266,576 -- 286,976
Issuance of Series A redeemable
preferred stock..................... -- -- -- (3,000,000) (3,000,000)
Net loss subsequent to conversion to C
Corporation (April 1, 1994 through
October 31, 1994)................... -- -- -- (883,402) (883,402)
-------- -------- ---------- ----------- -----------
Balance, October 31, 1994............. $ -- $ 20,400 $ 522,962 $(3,883,402) $(3,340,040)
======== ======== ========= =========== ===========
</TABLE>

UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
PERIOD ENDED OCTOBER 24, 1995

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------- TREASURY PAID-IN ACCUMULATED
SHARES AMOUNT STOCK CAPITAL DEFICIT TOTAL
--------- ------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1995...... 2,040,000 $20,400 $ -- $ 522,962 $(3,950,945) $(3,407,583)
Issuance of common stock...... 417,500 4,175 -- -- -- 4,175
Repurchase of common stock.... -- -- (145,950) -- -- (145,950)
Stock compensation............ -- -- -- 4,017,395 -- 4,017,395
Net loss...................... -- -- -- -- (4,804,557) (4,804,557)
--------- ------- -------- ---------- ----------- -----------
Balance, October 24, 1995..... 2,457,500 $24,575 $(145,950) $4,540,357 $(8,755,502) $(4,336,520)
========= ======= ======== ========== =========== ===========
</TABLE>

See notes to unaudited consolidated financial statements.

F-59
<PAGE> 157

NETWORK PAGING CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
PERIODS ENDED OCTOBER 31, 1994 AND OCTOBER 24, 1995

<TABLE>
<CAPTION>
PERIOD ENDED PERIOD ENDED
OCTOBER 31, OCTOBER 24,
1994 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)................................................ $ (134,736) $ (4,804,557)
Depreciation and amortization.................................... 2,337,106 3,025,420
Provision for lost and damaged pagers............................ -- 135,571
Provision for bad debts.......................................... 710,091 1,311,903
Gain on sale of asset............................................ 32,398 --
Stock compensation............................................... -- 4,017,395
(Increase) decrease in operating assets:
Trade receivables............................................. (1,762,627) (1,638,220)
Inventories................................................... (2,191,268) (725,321)
Other receivables............................................. (111,669) (405,857)
Prepaid expenses.............................................. (83,443) 149,886
Other assets.................................................. (749,190) (1,029,135)
Increase (decrease) in operating liabilities:
Accounts payable.............................................. 1,584,223 2,670,996
Advance billings.............................................. 516,651 642,621
Accrued liabilities........................................... 204,594 1,289,587
Provision for income taxes.................................... -- 591,212
Deferred taxes................................................ -- (898,000)
------------ ------------
Net cash provided by operating activities................ 352,130 4,333,501
------------ ------------
Cash flows from investing activities:
Capital expenditures............................................. (4,885,213) (7,072,351)
Proceeds from sale of fixed assets............................... 621,815 1,292,093
------------ ------------
Net cash used in investing activities.................... (4,263,398) (5,780,258)
------------ ------------
Cash flows from financing activities:
Issuance of note receivable...................................... (3,306,586) --
Decrease in notes receivable..................................... 893,384 --
Proceeds from notes payable...................................... 18,661,488 1,397,388
Payments on notes payable........................................ (18,296,355) (150,000)
Proceeds from notes payable to shareholder....................... 70,000 --
Payments on notes payable to shareholder......................... (782,933) --
Issuance of common stock......................................... 286,976 4,175
Repurchase of common stock....................................... -- (145,950)
Proceeds from preferred stock Series B, net of issuance cost..... 3,938,031 352,755
Proceeds from preferred stock Series C, net of issuance cost..... 1,969,016 176,529
------------ ------------
Net cash provided by financing activities................ 3,433,021 1,634,897
------------ ------------
Net (decrease) increase in cash.................................... (478,247) 188,140
Cash at January 1, 1994 and January 1, 1995, respectively.......... 486,585 563,312
------------ ------------
Cash at October 31, 1994 and October 24, 1995, respectively........ $ 8,338 $ 751,452
============ ============
</TABLE>

See notes to unaudited consolidated financial statements.

F-60
<PAGE> 158

NETWORK PAGING CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 24, 1995

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Network
Paging Corporation (the "Company" or "Network") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments consisting of normal recurring accruals
considered necessary for a fair presentation have been included. Operating
results for the period ended October 24, 1995 are not necessarily indicative of
the results that may be expected for the year ended December 31, 1995.

These unaudited consolidated financial statements, footnote disclosures and
other information should be read in conjunction with the consolidated financial
statements and the notes thereto in the Company's annual financial statements.

F-61
<PAGE> 159

HUTTON, PATTERSON & COMPANY

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Parkway Paging, Inc.
Plano, Texas

We have audited the balance sheets of Parkway Paging, Inc. as of December
31, 1995 and 1994, and the related statements of income and retained (deficit)
earnings and cash flows for the years ended December 31, 1995, 1994 and 1993.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Parkway Paging, Inc. as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for the years ended December 31, 1995, 1994 and 1993, in conformity with
generally accepted accounting principles.

Hutton, Patterson & Company

February 13, 1996
(except for Note M, as to
which the date is September 30, 1996)
Dallas, Texas

F-62
<PAGE> 160

PARKWAY PAGING, INC.

BALANCE SHEETS
DECEMBER 31, 1995 AND 1994 AND JUNE 20, 1996

<TABLE>
<CAPTION>
UNAUDITED
(NOTE M)
DECEMBER 31, ----------
----------------------- JUNE 20,
1995 1994 1996
---------- ---------- ----------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash (Note A).................................................................... $ 7,103 $ 516,984 $ 267,001
Accounts receivable (Note A)..................................................... 628,473 511,094 927,800
Inventory (Note A)............................................................... 403,879 704,530 659,771
Notes receivable, current (Notes B & J).......................................... 9,920 22,032 10,323
Other receivables................................................................ 35,885 14,125 43,268
Prepaid taxes (Note I)........................................................... 56,477 122,818 56,477
Deferred income tax asset (Note I)............................................... 105,722 66,605 105,722
Prepaid expenses................................................................. 631 31,821 23,353
---------- ---------- ----------
TOTAL CURRENT ASSETS...................................................... 1,248,090 1,990,009 2,093,715
---------- ---------- ----------
PAGERS HELD FOR LEASE OR SALE (net of accumulated depreciation of $292,203,
$440,511 and $342,284 at December 31, 1995, 1994 and June 20, 1996, respectively)
(Notes A, F & G)................................................................. 257,349 180,956 215,902
---------- ---------- ----------
PROPERTY AND EQUIPMENT (net of accumulated depreciation) (Notes A, C, F & G)....... 3,078,019 2,515,488 2,685,683
OTHER ASSETS
Long-term notes receivable (Notes B & J)......................................... 57,613 67,023 51,838
Deferred income tax asset (Note I)............................................... 17,102 13,078 17,102
Other (Note D)................................................................... 18,748 36,284 9,481
---------- ---------- ----------
TOTAL OTHER ASSETS........................................................ 93,463 116,385 78,421
---------- ---------- ----------
$4,676,921 $4,802,838 $5,073,721
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable................................................................. $ 77,573 $ 313,811 $ 458
Deferred revenue (Note A)........................................................ 706,473 761,335 1,193,345
Accrued and other liabilities (Note E)........................................... 92,738 107,804 53,690
Current maturities of notes payable (Note G)..................................... 256,351 183,199 596,873
Current maturities of obligations under capital leases (Note F).................. 2,149,708 1,544,712 1,770,162
---------- ---------- ----------
TOTAL CURRENT LIABILITIES................................................. 3,282,843 2,910,861 3,614,528
---------- ---------- ----------
LONG-TERM DEBT
Notes payable (Note G)........................................................... 419,943 236,109 489,209
Obligations under capital leases (Note F)........................................ 813,288 1,407,689 379,504
---------- ---------- ----------
TOTAL LONG-TERM DEBT...................................................... 1,233,231 1,643,798 868,713
---------- ---------- ----------
TOTAL LIABILITIES......................................................... 4,516,074 4,554,659 4,483,241
---------- ---------- ----------
COMMITMENTS AND CONTINGENCIES (Notes H, K and L)................................... -- -- --
STOCKHOLDERS' EQUITY (Note L)
Common stock (10,000,000 shares authorized, 24,398 shares issued and outstanding,
$1.00 par)..................................................................... 24,398 24,398 24,398
Additional paid-in capital....................................................... 364,602 364,602 364,602
Retained (deficit) earnings...................................................... (228,153) (140,821) 201,480
---------- ---------- ----------
TOTAL STOCKHOLDERS' EQUITY................................................ 160,847 248,179 590,480
---------- ---------- ----------
$4,676,921 $4,802,838 $5,073,721
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-63
<PAGE> 161

PARKWAY PAGING, INC.

STATEMENTS OF INCOME AND RETAINED (DEFICIT) EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
AND THE QUARTERS ENDED JUNE 20, 1996 AND 1995

<TABLE>
<CAPTION>
UNAUDITED
(NOTE M)
DECEMBER 31, --------------------------
------------------------------------------- JUNE 20, JUNE 20,
1995 1994 1993 1996 1995
----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
REVENUES
Service, rent and maintenance revenues....... $ 7,403,225 $ 5,218,774 $ 4,216,416 $4,393,713 $ 3,251,030
Product sales................................ 2,344,026 1,909,991 1,433,461 846,956 1,211,279
----------- ----------- ----------- ---------- -----------
9,747,251 7,128,765 5,649,877 5,240,669 4,462,308
Cost of products sold (Note A)............... (2,261,776) (1,892,906) (1,265,761) (740,548) (1,182,415)
----------- ----------- ----------- ---------- -----------
7,485,475 5,235,859 4,384,116 4,500,121 3,279,893
----------- ----------- ----------- ---------- -----------
OPERATING EXPENSES
Service, rent and maintenance................ 2,329,764 1,674,627 1,068,198 1,874,789 1,293,265
Selling...................................... 1,113,808 712,554 412,138 520,505 443,168
General and administrative................... 2,541,642 1,710,251 1,422,447 889,012 732,079
Depreciation and amortization................ 1,153,896 929,069 899,433 613,547 444,219
----------- ----------- ----------- ---------- -----------
7,139,110 5,026,501 3,802,216 3,897,853 2,912,731
----------- ----------- ----------- ---------- -----------
INCOME FROM OPERATIONS......................... 346,365 209,358 581,900 602,267 367,162
----------- ----------- ----------- ---------- -----------
OTHER
(Loss) gain on disposal (Note A)............. (71,683) (65,748) -- 20,026 --
Interest expense (net of interest income of
$9,278, $15,591, $9,923, $2,827 and $6,621
at December 31, 1995, 1994 and 1993 and
June 30, 1996 and 1995, respectively....... (405,155) (359,299) (332,166) (192,661) (178,441)
----------- ----------- ----------- ---------- -----------
(476,838) (425,047) (332,166) (172,635) (178,441)
----------- ----------- ----------- ---------- -----------
NET (LOSS) INCOME BEFORE BENEFIT (PROVISION)
FOR FEDERAL INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE..... (130,473) (215,689) 249,734 429,632 188,721
BENEFIT (PROVISION) FOR FEDERAL INCOME TAXES
(Note I)..................................... 43,141 69,297 (78,025) -- --
----------- ----------- ----------- ---------- -----------
NET (LOSS) INCOME BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE............... (87,332) (146,392) 171,709 429,632 188,721
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE (Note I)........................... -- -- 51,996 -- --
----------- ----------- ----------- ---------- -----------
NET (LOSS) INCOME.............................. (87,332) (146,392) 223,705 429,632 188,721
RETAINED (DEFICIT) EARNINGS, beginning......... (140,821) 5,571 (218,134) (228,153) (140,821)
----------- ----------- ----------- ---------- -----------
RETAINED (DEFICIT) EARNINGS, ending............ $ (228,153) $ (140,821) $ 5,571 $ 201,480 $ 47,901
=========== =========== =========== ========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-64
<PAGE> 162

PARKWAY PAGING, INC.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
AND THE QUARTERS ENDED JUNE 20, 1996 AND 1995

<TABLE>
<CAPTION>
UNAUDITED
(NOTE M)
DECEMBER 31, ---------------------------
------------------------------------------- JUNE 20, JUNE 20,
1995 1994 1993 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income......................... $ (87,332) $ (146,392) $ 223,705 $ 429,632 $ 188,721
Adjustments to reconcile net (loss) income
to net cash provided by operating
activities
Depreciation and amortization........... 1,153,896 929,069 899,433 613,547 444,219
Deferred federal income tax credit...... (43,141) (69,297) (10,385) -- --
Loss (gain) disposal.................... 71,683 65,748 -- (20,026) --
Changes in assets and liabilities
(Increase) decrease in accounts
receivable.......................... (117,379) 21,090 (457,525) (318,657) (196,931)
Decrease (increase) in inventory...... 300,651 (496,661) (170,169) (305,961) 311,379
Increase in other receivables......... (21,760) (10,036) (4,089) 11,948 13,625
Decrease (increase) in prepaid
taxes............................... 66,341 (43,600) (79,218) -- --
Decrease (increase) in prepaid
expenses............................ 31,190 (31,821) -- (22,329) 31,821
(Increase) decrease in pagers held for
lease or sale (Note A).............. (145,073) 51,454 13,729 (8,634) 191,188
(Increase) decrease in deposits....... (1,001) (1,600) 5,102 (4,280) (401)
(Decrease) increase in accounts
payable............................. (236,238) 236,733 41,597 (77,115) (73,034)
(Decrease) increase in deferred
revenue............................. (54,862) 340,250 367,480 486,872 186,487
(Decrease) increase in accrued and
other liabilities................... (15,066) 14,745 39,036 (13,117) (76,580)
----------- ----------- ----------- ---------- ----------
Net cash flows provided by operating
activities.............................. 901,909 859,682 868,696 771,880 1,020,494
----------- ----------- ----------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Receipts on notes receivable.............. 21,522 25,875 15,425 5,371 11,496
Purchases of property and equipment....... (1,325,894) (782,849) (272,445) (134,812) (1,074,131)
Proceeds on sale of fixed assets.......... 20,000 -- -- 21,000 --
----------- ----------- ----------- ---------- ----------
Net cash flows used in investing
activities.............................. (1,284,372) (756,974) (257,020) (108,441) (1,062,635)
----------- ----------- ----------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Additional obligations under capital
leases for inventory.................... 1,693,215 2,071,434 1,315,616 1,134,292 411,502
Payments on obligations under capital
leases.................................. (2,077,619) (1,637,112) (1,466,779) (1,390,170) (577,855)
Proceeds from bank loans.................. 511,475 -- -- -- 216,000
Payments on notes payable................. (254,489) (281,302) (270,186) (147,663) (123,363)
----------- ----------- ----------- ---------- ----------
Net cash flows (used in) provided by
financing activities.................... (127,418) 153,020 (421,349) (403,541) (73,716)
----------- ----------- ----------- ---------- ----------
NET (DECREASE) INCREASE IN CASH............. (509,881) 255,728 190,327 259,898 (115,857)
CASH, beginning............................. 516,984 261,256 70,929 7,103 516,984
----------- ----------- ----------- ---------- ----------
CASH, ending................................ $ 7,103 $ 516,984 $ 261,256 $ 267,001 $ 401,127
=========== =========== =========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH PAID FOR:
Interest................................ $ 417,258 $ 378,351 $ 334,307 $ 195,488 $ 185,062
----------- ----------- ----------- ---------- ----------
Income taxes............................ $ -- $ 43,600 $ 115,632 $ -- $ --
=========== =========== =========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Acquisitions of pagers held for lease or
sale and property and equipment
through capital leases (Note F)....... $ 395,000 $ 237,498 $ 767,574 $1,134,292 $ 583,332
=========== =========== =========== ========== ==========
Acquisitions of property and equipment
through notes payable (Notes G & J)... $ -- $ -- $ 53,300 $ -- $ --
=========== =========== =========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-65
<PAGE> 163

PARKWAY PAGING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE A -- THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Organization

Parkway Paging, Inc. (the Company) was formed on May 7, 1991, and
incorporated in the state of Texas. Operations began on October 1, 1991. The
Company was formed for the purpose of providing air time, leasing, wholesale and
retail sales of pagers and pager repairs and service in the Dallas-Fort Worth
Metroplex. During the year ended December 31, 1993, the Company expanded its
services to include long distance and additional voice messaging services. The
Company also purchased a tandem telephone switch which enabled the addition of
the long distance service and will allow the Company to expand into the cellular
telephone market and Local Exchange Carrier (LEC) billing.

As discussed below, the Company acquired operations through an acquisition
and merger of related companies. Parkway Communications, Inc. was formed in 1983
and has served the cellular, specialized mobile radio (SMR) and paging markets
since its inception. In 1989, Parkway Communications, Inc. leased its assets to
Parkway Paging I, Ltd. Prior to the merger, as described below, Parkway
Communications, Inc. sold its cellular and SMR business to concentrate on the
paging industry.

The Company purchased the assets of Parkway Paging I, Ltd. (a partnership)
through the issuance of 19,200 shares of common stock and the assumption of
liabilities on October 1, 1991. The assets purchased were recorded at their
estimated fair value at October 1, 1991, under the purchase method of accounting
in accordance with generally accepted accounting principals. The value of the
liabilities assumed and stock issued exceeded the estimated fair value of the
assets by $71,665. This excess was recorded as goodwill.

On October 1, 1991, the Company also affected a merger with Parkway
Communications, Inc. and Business Paging, Inc. through the exchange of stock.
The stockholders of Parkway Communications, Inc. and Business Paging, Inc.
received 4,800 shares of stock in the Company in exchange for their stock in
these two corporations. The assets, liabilities and equity of Parkway
Communications, Inc. and Business Paging, Inc. were recorded at the book value
as stated in the financial statements of these two corporations at September 30,
1991, under the pooling of interests method as prescribed under generally
accepted accounting principals.

Estimates

Property and Equipment

Property and equipment are stated at cost. Expenditures for maintenance are
charged to expense as incurred. Upon retirement of equipment, the cost and the
related accumulated depreciation are removed from

F-66
<PAGE> 164

PARKWAY PAGING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE A -- THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

the accounts. Depreciation and amortization are computed using straight-line and
accelerated methods based on the following estimated useful lives:

<TABLE>
<S> <C>
Broadcast equipment.................................... 3 to 15 years
Pagers held for lease or sale.......................... 3 years
Alpha dispatch equipment............................... 5 years
Pager repair equipment................................. 7 years
Office equipment....................................... 3 to 10 years
Leaseholds............................................. 7 to 39 years
Automobiles............................................ 5 years
</TABLE>

Reserve for Doubtful Accounts

The Company's policy is to expense accounts receivable of doubtful
collectibility after 75 days. Therefore, no reserve is provided.

Inventory

Inventory consists of pagers specifically purchased for resale and pager
parts utilized for repair of damaged pagers. Inventory is stated at the lower of
cost or market; cost being determined principally by use of the average-cost
method.

Pagers Held for Lease or Sale

The Company purchases specific brands of pagers which are primarily leased
to customers. These pagers are capitalized and depreciated in accordance with
the Company's depreciation policies as described above. Although the majority of
these pagers are leased, some are sold. Upon the sale of pagers, the cost of
pagers and the related accumulated depreciation are removed from the accounts
and the net book value is charged to costs of products sold. The proceeds on the
sales of such pagers is included in product sales. The cost of pagers sold is
removed from pagers held for lease or sale on a last-in-first-out basis. During
the year ended December 31, 1994, the Company recorded the disposal of obsolete,
missing and fully depreciated pagers. The loss on disposal totalled $65,748.
During the year ended December 31, 1995, additional disposals were recorded
resulting in a loss of $73,979.

Intangible Assets

Intangible assets consist of organization costs and goodwill. A portion of
the goodwill is attributable to the purchase of Parkway Paging I, Ltd. as
discussed previously. The remainder resulted from Parkway Communications, Inc.
transactions and was transferred to the Company during the merger. All
intangible assets are amortized over five years on a straight-line basis.

Deferred Revenue

Certain customers of the Company pay for services in advance. These advance
payments are deferred and recognized as revenue when earned. During the year
ended December 31, 1993, the Company purchased a new billing system which allows
the Company to bill on the 20th of each month for the subsequent month's
services. The Company records these advance billings as deferred revenue when
billed and recognizes them as revenue in the month for which the services are to
be provided. Advance payments for service are not refundable.

F-67
<PAGE> 165

PARKWAY PAGING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE A -- THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

Cash

The Company maintains operating cash accounts with a financial institution
in excess of federally insured limits. The amount that would be at risk in the
event the institution is unable to continue business was $270,451 at December
31, 1995.

NOTE B -- NOTES RECEIVABLE

Notes receivable consist of the following at December 31:

<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
Procom, Inc., receivable in monthly installments of
$1,365, including interest at 13%, final payment due
9/17/95................................................ $ -- $12,872
Abner, Inc., receivable in monthly installments of
$1,244, including interest at 8%, final payment due
7/11/01
(Note J)............................................... 67,533 76,183
------- -------
67,533 89,055
Current portion.......................................... 9,920 22,032
------- -------
$57,613 $67,023
======= =======
</TABLE>

These notes receivable were acquired as a result of the business
combinations described in NOTE A. Both arose in the ordinary course of business.

NOTE C -- PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Broadcast equipment......................................... $5,379,692 $4,069,529
Alpha dispatch equipment.................................... 41,398 73,502
Pager repair equipment...................................... 89,681 73,080
Office equipment............................................ 505,520 414,772
Leaseholds.................................................. 243,201 140,859
Automobiles................................................. 13,615 2,042
---------- ----------
6,273,107 4,773,784
Less accumulated depreciation and amortization............ 3,195,088 2,258,296
---------- ----------
$3,078,019 $2,515,488
========== ==========
</TABLE>

F-68
<PAGE> 166

PARKWAY PAGING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE D -- OTHER ASSETS

Other assets consist of the following at December 31:

<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
Goodwill......................................................... $88,765 $88,765
Less accumulated amortization.................................... 75,447 57,697
------- -------
13,318 31,068
------- -------
Organization costs............................................... 3,927 3,927
Less accumulated amortization.................................... 3,207 2,421
------- -------
720 1,506
------- -------
Deposits......................................................... 4,710 3,710
------- -------
$18,748 $36,284
======= =======
</TABLE>

NOTE E -- ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities consist of the following at December 31:

<TABLE>
<CAPTION>
1995 1994
------- --------
<S> <C> <C>
Sales tax payable............................................... $34,193 $ 57,222
Interest payable................................................ 15,321 18,146
Payroll taxes payable........................................... 3,659 8,602
Accrued payroll................................................. 36,091 21,624
Customer deposits held.......................................... 586 850
Excise/use tax payable.......................................... 2,888 1,360
------- --------
$92,738 $107,804
======= ========
</TABLE>

NOTE F -- OBLIGATIONS UNDER CAPITAL LEASES

The Company is obligated under various capital leases which were incurred
in the acquisition of pagers and other property and equipment. The following is
a schedule, by years, of future minimum lease payments under capital leases with
the present value of the net minimum lease payments:

<TABLE>
<S> <C>
1996............................................................. $2,346,744
1997............................................................. 639,409
1998............................................................. 183,297
1999............................................................. 66,296
2000............................................................. 49,790
----------
Net minimum lease payments....................................... 3,285,536
Less amount representing interest................................ 322,540
----------
Present value of net minimum lease payments...................... 2,962,966
Less current portion............................................. 2,149,708
----------
$ 813,288
==========
</TABLE>

F-69
<PAGE> 167

PARKWAY PAGING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE F -- OBLIGATIONS UNDER CAPITAL LEASES -- (CONTINUED)

The Company held the following assets under capital leases at December 31:

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Pagers...................................................... $ 375,953 $ 256,751
Broadcast equipment......................................... 1,274,329 1,085,592
Pager repair equipment...................................... 14,608 14,608
---------- ----------
1,664,890 1,356,951
Less accumulated depreciation............................... 1,016,323 697,431
---------- ----------
$ 648,567 $ 659,520
========== ==========
</TABLE>

In addition, the Company assumed capital leases related to pagers and
broadcast equipment acquired in the business combinations described in Note A.
Consequently, specific assets acquired subject to capital leases were not
identified. The net book value of pagers and broadcast equipment acquired in the
business combinations was $170,767 and $268,611 at December 31, 1995 and 1994,
respectively. All assets acquired under capital leases are presented in the
accompanying balance sheet as property and equipment and pagers held for lease
or sale.

NOTE G -- NOTES PAYABLE

Notes payable consist of the following at December 31:

<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Note payable due in monthly installments of $2,917 through
6/6/97, with a final payment of $2,938 due on 7/6/97, plus
interest at 8.75%, secured by equipment and stockholder's
certificates of deposit and stock............................ $55,417 $87,500
Note payable due in monthly installments of $937 through
6/6/95, with a final payment of $879 due on 7/6/95, plus
interest at 8.75%, secured by equipment and stockholder's
certificates of deposit and stock............................ -- 5,560
Note payable due in monthly installments of $6,667 through
6/6/95, with a final payment of $6,715 due on 7/6/95, plus
interest at 8.75%, secured by equipment and stockholder's
certificates of deposit and stock............................ -- 40,000
Note payable due in monthly installments of $4,924 through
1/15/00, with a final payment of $4,968 due 2/15/00, plus
interest at 10.5%, secured by equipment and stockholder's
certificate of deposit and stock............................. 246,229 --
Note payable due in monthly installments of $3,600 through
3/15/00, with a final payment of $3,632 due 4/15/00, plus
interest at 10.5%, secured by equipment and stockholder's
certificate of deposit and stock............................. 187,200 --
Note payable due in monthly installments of $3,333 through
6/17/97, plus interest at 7.25%, secured by stockholder's
certificates
of deposit................................................... 60,134 100,134
Note payable, Shareholder, due in monthly installments of
$2,084, including interest at 12%, maturing 6/26/97 (NOTE J),
unsecured.................................................... 38,973 53,786
</TABLE>

F-70
<PAGE> 168

PARKWAY PAGING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE G -- NOTES PAYABLE -- (CONTINUED)

<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Note payable, Shareholder, due in monthly installments of
$1,335, including interest at 12%, maturing 9/17/95 (Note J),
unsecured.................................................... $ -- $11,433
Note payable, Shareholder, due in monthly installments of
$2,224, including interest at 12%, maturing 11/21/97 (Note
J),
unsecured.................................................... 45,014 65,418
Note payable, Shareholder, due in monthly installments of
$1,112, including interest at 12%, maturing 12/27/97 (Note
J),
unsecured.................................................... 26,074 33,486
Note payable, Shareholders, due in five annual installments
beginning 1/1/94, including interest at 10% (Note J),
unsecured.................................................... 17,253 21,991
--------- ---------
676,294 419,308
Less current maturities........................................ 256,351 183,199
--------- ---------
$419,943 $236,109
======== ========
</TABLE>

Maturities of notes payable over the next five years are as follows:

The Company established a line of credit during the year ended December 31,
1995, providing for maximum borrowings of $300,000. Interest is due at the
bank's stated prime plus 1%. The line of credit is guaranteed by certain
shareholders who are officers of the Company. At December 31, 1995, there were
no draws on the line of credit.

NOTE H -- COMMITMENTS AND CONTINGENCIES

The Company leases office space and equipment under noncancellable
operating leases. At December 31, 1995, the Company was obligated under these
leases as follows:

<TABLE>
<S> <C>
1996.............................................. $315,664
1997.............................................. 223,435
1998.............................................. 166,249
1999.............................................. 85,485
2000.............................................. 32,573
Thereafter........................................ --
--------
$823,406
========
</TABLE>

Rental expense under operating leases was $543,433, $358,312 and $279,427
for the years ended December 31, 1995, 1994 and 1993, respectively.

The Company purchases pagers from three major suppliers. A significant
portion are purchased from NEC (Note J). However, due to competition and
technological advances, management believes that the

F-71
<PAGE> 169

PARKWAY PAGING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE H -- COMMITMENTS AND CONTINGENCIES -- (CONTINUED)

failure of any of these suppliers to perform on future purchase agreements would
have no materially adverse effect on the Company.

NOTE I -- FEDERAL INCOME TAXES

Effective January 1, 1993, the Company adopted Financial Accounting
Standard No. 109. The cumulative effect of the adoption was the recognition of a
deferred tax asset in the amount of $51,996 which resulted from net operating
losses available to offset taxable income. The related deferred tax credit is
included in net income for the year ended December 31, 1993. The utilization of
these net operating losses resulted in a reduction of the deferred tax asset
during 1993. The temporary differences giving rise to the deferred tax asset
consist of net operating losses and limitations on the deductibility of goodwill
for tax purposes. For book purposes, goodwill is amortized over five years, for
tax purposes, goodwill is amortized over fifteen years.

The Company acquired $235,394 of net operating losses available to offset
future tax liabilities in the merger with Business Paging, Inc. (Note A). A
portion of these losses was utilized in 1991 and 1992. During the year ended
December 31, 1993, the Company used the remaining $118,531 of net operating
losses acquired.

The deferred tax asset consists of the following at December 31:

<TABLE>
<CAPTION>
1995 1994
-------- -------
<S> <C> <C>
Current-net operating loss.............................. $105,722 $66,605
Noncurrent-goodwill amortization........................ 17,102 13,078
-------- -------
$122,824 $79,683
======== =======
</TABLE>

No valuation allowance has been provided because based upon the weight of
available evidence it is more likely than not that the deferred tax asset will
be realized.

The benefit (provision) for federal income taxes at December 31, consists
of the following:

<TABLE>
<CAPTION>
1995 1994 1993
------- ------- --------
<S> <C> <C> <C>
Taxes currently payable...................... $ -- $ -- $(82,642)
Deferred
Cumulative effect of adoption of SFAS
109..................................... -- -- (51,996)
Goodwill amortization...................... 4,024 2,692 10,385
Net operating loss......................... 39,117 66,605 46,228
------- ------- --------
$43,141 $69,297 $(78,025)
======= ======= ========
</TABLE>

The Company made estimated tax payments of $43,600 during the year ended
December 31, 1994, and had alternative minimum tax credits from December 31,
1992 and 1993, of $26,779 and $29,698, respectively. In addition, overpayments
of $22,851 for the year ended December 31, 1993, were applied to 1994 taxes. Due
to a net operating loss of $197,193 for federal income tax purposes, there were
no federal income taxes due at December 31, 1994. This resulted in an
overpayment of $122,818. Of this balance, $56,477 represented alternative
minimum tax credits which may be applied against regular tax in future years
when regular tax exceeds alternative minimum tax. These credits may be carried
forward indefinitely. These credits remain available at December 31, 1995. The
Company has net operating losses available to offset future taxable income of
$310,949 which begin to expire in 2009. Due to the significant change in
ownership subsequent to year end (NOTE L), the availability of these net
operating losses is severely limited by the Internal Revenue Code. The extent of
the limitation has not been determined.

F-72
<PAGE> 170

PARKWAY PAGING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE J -- RELATED PARTY TRANSACTIONS

The Company has notes payable to Ray Windle and Windle & Windle,
shareholders, as described in Note G. At December 31, 1994, the Company owed Ray
Windle and Windle & Windle $119,204 and $44,919, respectively. At December 31,
1995, the balances were $83,987 and $26,074, respectively. The Company also has
a note payable to a group of shareholders as described in Note G. The balance at
December 31, 1995 and 1994, was $17,253 and $21,991, respectively. All loans
from shareholders relate to the acquisition of property and equipment and the
business acquisitions described in Note A.

George Bush, president of the Company, owned a building which was leased to
the Company. Rent of $56,292 was paid to George Bush during 1993. During the
year ended December 31, 1994, Mr. Bush sold the building to another entity, 1200
Commerce, which is owned by various shareholders of the Company. Rent of $23,455
was paid to George Bush during 1994. For the years ended December 31, 1995 and
1994, rent of $83,890 and $36,764 was paid to 1200 Commerce.

Shareholders of the Company own 100% of Abner, Inc. The Company paid Abner,
Inc. $74,280 in rental for radio towers during 1995. Rental of $68,280 was paid
to Abner, Inc. for each of the years ended December 31, 1994 and 1993. In
addition, the Company held a note receivable from Abner, Inc. in the amount of
$67,533 and $76,183 at December 31, 1995 and 1994, respectively, as discussed in
Note B.

Several shareholders of the Company are officers of NEC. During the years
ended December 31, 1995, 1994 and 1993, the Company purchased pagers and parts
from NEC totalling approximately $1,852,748, $1,906,000 and $987,000,
respectively. In addition, the Company owed NEC $2,039,690 and $1,786,676 for
obligations under capital leases at December 31, 1995 and 1994, respectively.

The Company also sells pagers to an agent who is a director of the Company.
During the year ended December 31, 1995 and 1994, total sales to this agent were
$630,809 and $345,335, respectively. Sales in prior years were insignificant.

NOTE K -- RETIREMENT PLAN

Effective September 1, 1995, the Company adopted a 401(k) Pension and
Profit Sharing Plan (the Plan) covering substantially all of its employees.
Under the provisions of the Plan, employees may contribute up to 10% of their
gross wages. The Company may make discretionary contributions to the Plan, but
has elected not to do so for the year ended December 31, 1995.

NOTE L -- SUBSEQUENT EVENT

Subsequent to December 31, 1995, the Company entered into an agreement of
merger with Metrocall, Inc. and PPI Acquisition Corp. The agreement provides
that as of the date of closing, all issued and outstanding shares of the Company
common stock shall be converted in the aggregate into the right to receive cash
and shares of Metrocall, Inc. common stock. The purchase price includes payment
of a liability equivalent to 5% of the net proceeds of the merger, as calculated
by the Board of Directors of the Company, to certain officers of the Company.

NOTE M -- UNAUDITED FINANCIAL STATEMENTS

The balance sheets of Parkway Paging, Inc. as of June 20, 1996 and 1995,
and the related statements of income and retained earnings and cash flow for the
quarters then ended have been prepared by the Company without audit.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the quarters ended June 20, 1996 and 1995, are
not necessarily indicative of the results that may be expected for the full
year.

F-73
<PAGE> 171

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
O.R. Estman, Inc. and Dana Paging, Inc.:

We have audited the accompanying combined balance sheet of O.R. Estman,
Inc. and Dana Paging, Inc. (the "Companies") as of December 31, 1995, and the
related combined statement of operations and accumulated deficit and cash flows
for the year then ended. These financial statements are the responsibility of
the Companies' management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Companies as of December
31, 1995, and the results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

ROSELAND, NEW JERSEY
APRIL 24, 1996

F-74
<PAGE> 172

O.R. ESTMAN, INC. AND DANA PAGING, INC.

COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND JUNE 30, 1996

<TABLE>
<CAPTION>
DECEMBER 31, 1995 JUNE 30, 1996
----------------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Note 2)........................ $ 848,985 $ 690,362
Restricted cash (Note 2).................................. 300,000 300,000
Accounts receivable, less allowance for doubtful accounts
of $97,511 and $32,812 as of December 31, 1995 and June
30, 1996, respectively................................. 470,069 472,460
Receivables, other........................................ 82,803 74,848
Inventories (Note 2)...................................... 429,276 423,128
Prepaid expenses and other current assets................. 30,337 31,076
------------- -------------
Total current assets.............................. 2,161,470 1,991,874
------------- -------------
FURNITURE AND EQUIPMENT, at cost (Note 2):
Paging equipment.......................................... 1,987,280 1,822,003
Transmission equipment.................................... 2,897,302 2,994,827
Furniture and office equipment............................ 1,095,823 1,118,357
------------- -------------
5,980,405 5,935,187
Less -- Accumulated depreciation.......................... (4,190,490) (4,235,797)
------------- -------------
Furniture and equipment, net...................... 1,789,915 1,699,390
------------- -------------
OTHER ASSETS (Note 3)....................................... 93,681 121,667
------------- -------------
Total assets...................................... $ 4,045,066 $ 3,812,931
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current maturities of long-term debt (Note 4)............. $ 307,774 $ 136,267
Deferred revenue (Note 2)................................. 1,006,601 889,248
Accounts payable and accrued expenses..................... 740,549 488,521
Taxes payable............................................. 48,426 --
Other liabilities (Note 6)................................ 625,184 533,577
------------- -------------
Total current liabilities......................... 2,728,534 2,047,613
------------- -------------
LONG-TERM DEBT (Note 4)..................................... 11,272,235 11,272,235
------------- -------------
Total liabilities................................. 14,000,769 13,319,848
------------- -------------
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' DEFICIT (Note 4):
Common stock, no par value; 4,000 shares authorized; 1,222
shares issued and outstanding as of December 31, 1995
and June 30, 1996, respectively........................ 9,215,475 9,215,475
Additional paid-in capital................................ 23,240 23,240
Accumulated deficit....................................... (19,194,418) (18,745,632)
------------- -------------
Total stockholders' deficit....................... (9,955,703) (9,506,917)
------------- -------------
Total liabilities and stockholders' deficit....... $ 4,045,066 $ 3,812,931
============= =============
</TABLE>

The accompanying notes to combined financial statements are an integral part of
these statements.

F-75
<PAGE> 173

O.R. ESTMAN, INC. AND DANA PAGING, INC.

COMBINED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE
SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996

<TABLE>
<CAPTION>
JUNE 30,
DECEMBER 31, -----------------------------
1995 1996 1995
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
REVENUES:
Services, rent and maintenance revenue......... $ 10,722,832 $ 5,029,532 $ 5,331,723
Product sales.................................. 1,369,475 588,559 667,604
------------ ------------ ------------
Total revenues......................... 12,092,307 5,618,091 5,999,327
------------ ------------ ------------
OPERATING EXPENSES:
Services, rent and maintenance................. 3,917,891 1,826,324 1,919,383
Cost of products sold.......................... 1,556,650 622,011 914,095
Selling, general and administrative expenses... 4,280,770 1,790,243 2,260,463
Depreciation and amortization (Note 2)......... 1,064,254 339,079 754,971
------------ ------------ ------------
Total expenses......................... 10,819,565 4,577,657 5,848,912
------------ ------------ ------------
Income from operations................. 1,272,742 1,040,434 150,415
OTHER INCOME (EXPENSE):
Interest income................................ 35,290 17,982 42,568
Interest expense (Note 4)...................... (737,605) (524,613) (201,385)
Other expense.................................. (38,013) (72,746) --
------------ ------------ ------------
Income before reorganization and
extraordinary item................... 532,414 461,057 (8,402)
REORGANIZATION ITEMS (Note 1) -- Professional
fees........................................... 403,745 12,273 379,310
------------ ------------ ------------
Income (loss) before extraordinary
item................................. 128,669 448,784 (387,712)
EXTRAORDINARY ITEM (Note 4) -- Forgiveness of
debt........................................... 5,927,778 -- 5,927,778
------------ ------------ ------------
Net income (loss)...................... 6,056,447 448,784 5,540,066
ACCUMULATED DEFICIT, beginning of period......... (25,250,865) (19,194,418) (25,250,865)
------------ ------------ ------------
ACCUMULATED DEFICIT, end of period............... $(19,194,418) $(18,745,634) $(19,710,799)
============ ============ ============
</TABLE>

The accompanying notes to combined financial statements are an integral part of
these statements.

F-76
<PAGE> 174

O.R. ESTMAN, INC. AND DANA PAGING, INC.

COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE
SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1996

<TABLE>
<CAPTION>
JUNE 30,
DECEMBER 31, --------------------------
1995 1996 1995
------------ ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................................. $ 6,056,447 $ 448,784 $ 5,540,066
Adjustments to reconcile net income (loss) to net
cash provided by operating activities --
Depreciation and amortization................... 1,064,254 339,079 754,971
Forgiveness of debt............................. (5,576,071) -- (5,927,778)
Changes in assets and liabilities
(Increase) decrease in accounts receivables,
net........................................ 441,816 (2,391) 276,296
(Increase) decrease in inventories............ 126,852 6,148 145,394
Increase in prepaid expenses and other current
assets..................................... (17,067) (739) (6,503)
(Increase) decrease in receivables, other..... 3,152 7,955 (1,866)
(Increase) decrease in other assets........... 81,493 (27,986) 30,108
Increase (decrease) in deferred revenue....... (368,889) (117,353) 226,507
Increase (decrease) in accounts payable and
accrued expenses........................... (799,116) (252,028) (378,152)
Decrease in taxes payable..................... (466,786) (48,426) (129,892)
Decrease in due to stockholders............... (117,773) 0 (117,773)
Decrease in other liabilities................. (354,278) (91,607) (79,061)
------------ ---------- -----------
Net cash provided by operating
activities............................... 74,034 261,436 332,317
CASH FLOWS FROM INVESTING ACTIVITIES -- Purchases of
property, plant and equipment, net................. (807,465) (248,552) (637,921)
CASH FLOWS FROM FINANCING ACTIVITIES --
Net (repayments) borrowings of long-term debt...... (741,167) (171,507) (668,509)
------------ ---------- -----------
Net increase (decrease) in cash............ (1,474,598) (158,623) (974,113)
CASH AND CASH EQUIVALENTS, beginning of
period............................................. 2,623,583 1,148,985 2,623,583
------------ ---------- -----------
CASH AND CASH EQUIVALENTS, end of period............. $ 1,148,985 $ 990,362 $ 1,649,470
============ ========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for
Interest........................................ $ 648,305 $ 94,565 $ 4,857
Taxes........................................... 10,403 373,797 169,557
============ ========== ===========
</TABLE>

The accompanying notes to combined financial statements are an integral part of
these statements.

F-77
<PAGE> 175

O.R. ESTMAN, INC. AND DANA PAGING, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

(1) DESCRIPTION OF BUSINESS

The combined financial statements include accounts of O. R. Estman, Inc.
("Estman"), a New Jersey corporation and Dana Paging, Inc. ("Dana"), a Florida
corporation (jointly, the "Companies") which are under common control. The
Companies are principally engaged in the business of selling pagers and
providing wireless paging and messaging services. The Companies serve various
regions of New Jersey, New York, Connecticut and Florida. The Companies do
business as Satellite Paging, Message Network, Area Paging, Connect-A-Beep and
Comm Center.

On December 30, 1993, the Companies filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code with the United States
Bankruptcy Court for the District of New Jersey (the "Bankruptcy Court"). The
cases were administratively consolidated by the Bankruptcy Court.

On April 24, 1995, a Plan of Reorganization (the "Plan") was confirmed by
the Bankruptcy Court and unanimously approved by all classes. In accordance with
bankruptcy law, the Plan became effective on May 24, 1995, 30 days after its
confirmation (the "effective date"). The Plan provided for a 60-day extension
from the effective date of the Plan to accept or reject the executory contracts
for Estman's Fairfield, New Jersey facility and Dana's Inverness, Florida sales
office. These executory contracts were rejected.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use Of Estimates In The Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Principles Of Combined Statements

All significant balances between Estman and Dana have been eliminated in
the combination.

Cash And Cash Equivalents

For purposes of cash flows, the Companies consider investments with a
maturity less than three months to be cash equivalents.

Restricted Cash

At December 31, 1995 certificates of deposit in the amount of $300,000 were
assigned to a bank as security for a letter of credit issued on behalf of Dana.
The assignment expires in July 1996.

Inventories

Inventories are stated at the lower of cost (specific identification
method) or market, and consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1996
------------ -----------
(UNAUDITED)
<S> <C> <C>
Pagers.............................................. $368,720 $ 369,231
Parts and accessories............................... 60,556 53,897
-------- --------
$429,276 $ 423,128
======== =========
</TABLE>

F-78
<PAGE> 176

O.R. ESTMAN, INC. AND DANA PAGING, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Furniture And Equipment

Property, plant and equipment are stated at cost less accumulated
depreciation and amortization. Depreciation and amortization are computed using
the straight-line method based on the following estimated useful lives:

<TABLE>
<S> <C>
Pagers........................................................... 3 years
Furniture and fixtures........................................... 5-7 years
</TABLE>

Income Taxes

Dana has elected to be taxed under the provisions of Subchapter S of the
Internal Revenue Code. Under those provisions Dana is not subject to Federal
corporate taxes, the stockholders are taxed on their proportionate share of
Dana's taxable income. Estman has elected to be taxed as a C Corporation for
Federal income tax purposes.

Revenue Recognition

The Companies recognize revenue under service, rental and maintenance
agreements with customers as the related services are performed. Advance
billings for services are deferred and recognized as revenue when earned. The
Companies lease certain pagers under a quarterly, semiannual and yearly basis.
Sales of pagers are recognized upon delivery.

(3) OTHER ASSETS

Other assets include intangibles, net of accumulated amortization, and are
composed of the following:

DECEMBER 31, JUNE 30,
1995 1996
------------ -----------
(UNAUDITED)
<S> <C> <C>
Security deposits and other assets.................. $ 50,568 $ 59,542
Customer lists...................................... 43,113 62,125
------- -------
$ 93,681 $ 121,667
======== =========
</TABLE>

The cost of acquired customer lists was being amortized over five years on
a straight-line basis.

(4) LONG-TERM DEBT AND LIABILITIES

Long-term debt consists of the following as of December 31, 1995:

<TABLE>
<S> <C>
Motorola notes payable (a)...................................... $11,000,000
Promissory note payable (b)..................................... 205,675
Prepetition priority tax claims payable (c)..................... 360,809
Other........................................................... 13,525
-----------
11,580,009
Less -- Current maturities...................................... 307,774
-----------
$11,272,235
===========
</TABLE>

(a) In connection with the Plan, on December 9, 1994, the Companies
executed a debt restructuring plan and agreement, as amended (the "Motorola
Restructuring Document"), with Motorola, Inc. ("Motorola") the largest secured
creditor of the Companies. Such debt totaled approximately $26,800,000. The
Motorola Restructuring Document provided that on the effective date, among other
things, (a) Dana paid the sum of $181,818 and issued a note for $2,000,000 to
Motorola (b) Estman paid the sum of $818,182, issued a

F-79
<PAGE> 177

O.R. ESTMAN, INC. AND DANA PAGING, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

note for $9,000,000, and issued 20% of its common stock of Estman to Motorola in
exchange for $9,200,000 of indebtedness subject to compromise (c) Motorola
forgave approximately $5,576,000 of Dana's prepetition debt. In addition, the
Motorola notes are secured by a first priority lien on substantially all of the
assets of the Companies, are guaranteed by the Companies' stockholders, and are
secured by 100% of the common stock of Dana and the 80% of the common stock of
Estman not owned by Motorola after the Plan's effective date. The Motorola notes
require interest payments on a monthly basis at 9.09%. The principal is due
30 months from the effective date of the Plan.

Pursuant to the Motorola Restructuring Document, the Companies'
stockholders entered into a Stockholder Agreement (the "Agreement") with
Motorola. The Agreement includes, among other things, terms for Companies'
stockholders to purchase Motorola's 20% interest in Estman, as defined.

(b) The promissory note payable bears interest at 9% and is payable in
monthly payments of principal and interest of $18,337 maturing in December 1996.

(c) The prepetition priority tax claims are payable to the State of Florida
Department of Revenue. Monthly payments of $6,327 bearing interest at 10% will
be made through 2002.

Aggregate principal payments subsequent to December 31, 1995 are as
follows:

<TABLE>
<S> <C>
1996............................................................ $ 307,774
1997............................................................ 11,051,201
1998............................................................ 56,570
1999............................................................ 62,495
2000............................................................ 69,038
Thereafter...................................................... 32,931
</TABLE>

<TABLE>
<CAPTION>
BEFORE AFTER
REORGANIZATION REORGANIZATION
------------------ -----------------
DANA ESTMAN DANA ESTMAN
------ ------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Paid at consummation................... $ 0 $ 0 $ 182 $ 818
Motorola note.......................... 7,758 19,028 2,000 9,000
Common stock........................... 3 3 3 9,213
Debt forgiveness....................... 0 0 5,576 0
</TABLE>

On January 1, 1995, an officer of the Companies exercised all of his stock
options, pursuant to each Companies qualified stock option plan, at an exercise
price of $0 which resulted in the issuance of an additional 22 shares of common
stock of Estman and Dana.

Each Companies common stock capitalization before and after the
reorganization is shown below:

<TABLE>
<CAPTION>
BEFORE AFTER
REORGANIZATION REORGANIZATION
--------------- ---------------
DANA ESTMAN DANA ESTMAN
---- ------ ---- ------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Bertram Wachtel............................. 100 100 100 360
Edward Davalos.............................. 100 100 100 360
Kevan Bloomgren............................. 0 0 22 80
Motorola, Inc............................... 0 0 0 200
--- --- --- -----
200 200 222 1,000
=== === === =====
</TABLE>

Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" (SOP 90-7), requires certain
disclosures for companies emerging from Chapter 11. Accordingly, under

F-80
<PAGE> 178

O.R. ESTMAN, INC. AND DANA PAGING, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

SOP 90-7, the Companies have stated their liabilities at the value of the
amounts to be paid and have reflected the forgiveness of debt as an
extraordinary item.

(5) INCOME TAXES

The Companies have approximately $15,700,000 of net operating loss
carryforwards at December 31, 1995 which expire at various times through 2010.

The Companies adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS 109). In accordance with SFAS 109, the
Companies have a deferred tax asset of $5,300,000 and a corresponding valuation
allowance because of the uncertainty of the realization of this asset.

(6) COMMITMENTS AND CONTINGENCIES

On March 12, 1991, Estman and Tel-Air Communications, Inc. ("Tel-Air")
entered into a contract ("Tel-Air Agreement") which provided for the sale of
substantially all of Tel-Air's assets to Estman. In November 1991, Estman filed
suit against Tel-Air seeking specific performance under the Tel-Air Agreement or
recovery of damages resulting from Tel-Air's breach.

On September 23, 1992, Estman was awarded a partial summary judgment
against Tel-Air in the amount of $574,488. On February 21, 1996, the Court also
granted Estman specific performance under the Tel-Air Agreement. On March 28,
1996, the Court further ordered Tel-Air to fully disclose to Estman all
information with respect to its operations and financial position so that Estman
might complete its due diligence associated with the transaction. Management
believes Tel-Air and its owners violated the terms of an injunction issued on
January 30, 1992 which proscribes, among other things, that Tel-Air not sell its
assets outside of the ordinary course of business, refinance its debt, or place
any additional liens on its assets. Estman is taking action to have the Court
unwind the violative transactions, and determine the final adjusted purchase
price. At December 31, 1995, Estman had a reserve of approximately $342,000 for
estimated remaining legal fees associated with the case. This amount is included
in other liabilities in accompanying combined balance sheets. Estman's
management believes that the remaining expenses to be incurred in connection
with the Tel-Air suit will not exceed this established reserve.

Estman and various employees were defendants in a suit filed by a former
employee alleging a claim of harassment and gender discrimination. The plaintiff
was noticed as a creditor in the Chapter 11 proceedings and did not file a proof
of claim by the bar date, accordingly, Estman was dismissed as a party to the
suit. Although not legally bound to pay for employees council, Estman has and
continues to pay council on behalf of the employee defendants. Accordingly,
Estman has reserved approximately $238,500 for potential legal fees to protect
the interest of its employees. This amount is reflected in other liabilities in
the accompanying combined balance sheet at December 31, 1995.

The Companies have operating leases for offices and officers' cars which
expire on various dates through 2000. In most cases, the Companies expect that
in the normal course of business leases will be renewed or replaced by other
leases.

Minimum annual rental commitments (exclusive of taxes, maintenance, etc.)
under all noncancellable operating leases at December 31, 1995 are as follows --

F-81
<PAGE> 179

O.R. ESTMAN, INC. AND DANA PAGING, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Total rent expense charged to operations for the year ended December 31,
1995 and the six-month periods ended June 30, 1995 and 1996 (unaudited) was
$322,225, $158,616 and $137,410, respectively.

(7) SUBSEQUENT EVENT

On February 28, 1996, the shareholders of the Companies entered into an
agreement to sell essentially all of the Companies' operating assets to
Metrocall, Inc. The sale is conditioned upon assignment of the Companies'
Federal Communications Commission ("FCC") licenses to Metrocall. As of April 24,
1996, all of the Companies' private carrier licenses had been assigned to
Metrocall and the assignment of the Companies' common carrier licenses are
pending before the FCC. Terms of the agreement specify a $28,000,000 cash
purchase price, subject to certain adjustments.

F-82
<PAGE> 180

REPORT OF INDEPENDENT AUDITORS

Boards of Directors
Metrocall, Inc.
Page America Group, Inc.

We have audited the accompanying Statements of Net Assets of Page America
Group, Inc. (New York and Chicago Operations) as of December 31, 1995 and
December 31, 1994, and the related statements of operations and net assets and
cash flows for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Page America Group, Inc.
(New York and Chicago Operations) at December 31, 1995 and December 31, 1994,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared on a going concern
basis. Page America Group, Inc. (the "Parent") has incurred substantial losses
in recent years which has significantly weakened its financial condition. At
December 31, 1995 the Parent's current liabilities exceeded its current assets
by $52 million. This working capital deficiency includes borrowings of $48
million, of which $33 million relates to a credit facility with certain banks
which is secured by substantially all of the assets of the New York and Chicago
operations. The Parent intends to satisfy its obligations with proceeds it
expects to receive from the planned sale of the New York and Chicago Operations
pursuant to the Purchase Agreement described in Note B. If this transaction is
not completed as planned, there would be substantial doubt about the ability of
the Parent and the New York and Chicago Operations to continue as going
concerns. This matter, and management's plans with respect thereto, is more
fully discussed in Note A. The accompanying financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result if the transaction described in Note B is not completed as planned.

ERNST & YOUNG LLP

Hackensack, New Jersey
June 17, 1996

F-83
<PAGE> 181

PAGE AMERICA GROUP, INC. (NEW YORK AND CHICAGO OPERATIONS)

STATEMENTS OF NET ASSETS
($ IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS

DECEMBER 31,
JUNE 30, -------------------
1996 1995 1994
----------- ------- -------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Accounts receivable, net of allowance for doubtful
accounts of $223, $277, and $282....................... $ 858 $ 1,017 $ 1,345
Prepaid expenses and other current assets................. 540 442 460
------- ------- -------
Total current assets.............................. 1,398 1,459 1,805
EQUIPMENT, less accumulated depreciation and amortization... 6,872 6,662 7,385
OTHER ASSETS:
Certificates of authority, net of accumulated amortization
of $3,518, $3,216, and $2,616.......................... 20,670 20,968 21,391
Customer lists, net of accumulated amortization of $8,280,
$7,992, and $7,150..................................... 3,489 3,776 4,618
Other intangibles, net of accumulated amortization of
$3,328, $3,184, and $2,882............................. 8,801 8,945 9,725
Deposits and other non-current assets..................... 310 400 832
------- ------- -------
33,270 34,089 36,566
------- ------- -------
$41,540 $42,210 $45,756
======= ======= =======
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES:
Accounts payable.......................................... $ 2,090 $ 1,982 $ 3,948
Accrued expenses and other liabilities.................... 1,625 1,413 890
Customer deposits......................................... 276 299 359
Deferred revenue.......................................... 1,579 1,242 1,066
------- ------- -------
Total current liabilities......................... 5,570 4,936 6,263
NET ASSETS.................................................. 35,970 37,274 39,493
------- ------- -------
$41,540 $42,210 $45,756
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-84
<PAGE> 182

PAGE AMERICA GROUP, INC. (NEW YORK AND CHICAGO OPERATIONS)

STATEMENTS OF OPERATIONS AND NET ASSETS
($ IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
------------------- -------------------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Service revenues......................... $10,499 $11,510 $22,387 $24,919 $26,586
Sales revenues........................... 1,037 1,223 2,330 3,453 3,648
------- ------- ------- ------- -------
Total revenues................. 11,536 12,733 24,717 28,372 30,234
OPERATING EXPENSES:
Cost of service........................ 1,059 979 2,031 1,963 1,837
Cost of sales.......................... 712 668 1,481 2,189 2,412
Selling................................ 2,188 2,439 5,017 5,104 4,879
General and administrative............. 3,276 3,493 7,342 7,891 8,686
Technical.............................. 1,795 1,773 3,507 3,325 3,340
Depreciation of equipment and
amortization of deferred warranty
costs............................... 1,913 2,066 4,458 5,131 6,868
Amortization and write-off of
intangibles and other assets........ 734 980 2,289 2,748 2,987
------- ------- ------- ------- -------
11,677 12,398 26,125 28,351 31,009
------- ------- ------- ------- -------
Operating (loss) profit................ (141) 335 (1,408) 21 (775)
OTHER INCOME (EXPENSES):
Gain (loss) on disposal of assets...... 18 -- 63 369 (53)
Other.................................. 103 (154) (200) (301) (683)
------- ------- ------- ------- -------
121 (154) (137) 68 (736)
------- ------- ------- ------- -------
NET (LOSS) INCOME........................ $ (20) $ 181 $(1,545) $ 89 $(1,511)
NET DISTRIBUTIONS (TO) FROM PARENT....... (1,284) (1,289) (674) (4,679) (4,066)
NET ASSETS AT BEGINNING OF PERIOD........ 37,274 39,493 39,493 44,083 49,660
------- ------- ------- ------- -------
NET ASSETS AT END OF PERIOD.............. $35,970 $38,385 $37,274 $39,493 $44,083
======= ======= ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-85
<PAGE> 183

PAGE AMERICA GROUP, INC. (NEW YORK AND CHICAGO OPERATIONS)

STATEMENTS OF CASH FLOWS
($ IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
------------------- -------------------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income...................... $ (20) $ 181 $(1,545) $ 89 $(1,511)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization....... 2,647 3,046 6,747 7,879 9,855
Provision for losses on accounts
receivable........................ 371 140 548 1,373 1,130
Provision for lost pagers........... 90 76 249 263 688
Net book value of pagers sold....... 644 648 1,416 2,162 2,352
Loss (gain) on disposal of assets... (18) -- (63) (369) 53
Other............................... 12 26 -- -- --
Changes in assets and liabilities:
Decrease (increase) in accounts
receivable..................... 101 134 (353) (749) (810)
Decrease (increase) in prepaid
expenses and other current
assets......................... (11) (438) 18 (214) 453
(Decrease) increase in accounts
payable........................ (237) (405) (1,966) 577 (2,445)
Increase (decrease) in accrued
expenses....................... (146) 278 523 (312) 376
------- ------- ------- ------- -------
Total adjustments.............. 3,453 3,505 7,119 10,610 11,652
------- ------- ------- ------- -------
Net cash provided by operating
activities................... 3,433 3,686 5,574 10,699 10,141
------- ------- ------- ------- -------
INVESTING ACTIVITIES:
Capital expenditures................... (2,145) (2,306) (5,044) (5,828) (5,759)
Licensing costs........................ (4) (111) (177) (594) (362)
Net proceeds from disposal of
equipment........................... -- 20 321 402 46
------- ------- ------- ------- -------
Net cash used in investing
activities................... (2,149) (2,397) (4,900) (6,020) (6,075)
------- ------- ------- ------- -------
FINANCING ACTIVITY -- Net distributions
(to) from parent....................... $(1,284) $(1,289) $ (674) $(4,679) $(4,066)
======= ======= ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-86
<PAGE> 184

PAGE AMERICA GROUP, INC. (NEW YORK AND CHICAGO OPERATIONS)

NOTES TO FINANCIAL STATEMENTS
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION -- The accompanying
financial statements include those accounts related to radio paging operations
in the New York and Chicago metropolitan areas (the "Companies") of Page America
Group, Inc. (the "Parent"). These entities are the subject of an Asset Purchase
Agreement dated April 22, 1996 under which the Parent and its subsidiaries have
agreed to sell substantially all of the Companies' assets and businesses to
Metrocall, Inc. Accordingly, accounts related to the Parent's financing and
capital structure and the operations of other businesses (primarily paging
operations in other geographic areas that were sold on or prior to July 28,
1995) have been excluded from these financial statements.

The Companies market and provide over-the-air messaging information,
products and services as radio common carriers ("RCC") under licenses from the
Federal Communications Commission. The Companies' diversified customer base
provides for a lack of concentration of credit risk.

USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

EQUIPMENT -- Equipment is stated at cost less accumulated depreciation and
amortization and includes pagers held for sale or lease. Depreciation is
computed by the declining balance method for pager equipment and the
straight-line method for all other equipment in amounts sufficient to allocate
the cost of depreciable assets to operations over their estimated useful lives.
Leasehold improvements are amortized over the shorter of the life of the
respective lease or service life of the improvement. Cost of sales and service
does not include depreciation expense, which is presented separately in the
accompanying statements of operations.

CERTIFICATES OF AUTHORITY -- The costs of certificates of authority related
to the conduct of RCC operations are amortized on a straight-line basis
principally over periods of 40 years.

CUSTOMER LISTS -- Customer lists generally consist of a portion of the cost
of business acquisitions assigned to the value of customer accounts and are
amortized on a straight-line basis over the estimated lives of those customers
which range up to fourteen years.

OTHER INTANGIBLES -- Other intangibles include the excess of the purchase
price over the fair market value of the net assets acquired and are amortized on
a straight-line basis principally over 40 year periods. Management routinely
evaluates the carrying value of all intangibles for impairment.

FINANCIAL CONDITION OF PARENT -- The accompanying financial statements have
been prepared on a going concern basis. The Parent has incurred substantial
losses in recent years which has significantly weakened its financial condition.
At December 31, 1995 the Parent's current liabilities exceeded its current
assets by $52 million. This working capital deficiency includes outstanding
borrowings of $33 million related to a credit facility with certain banks which
is secured by substantially all of the assets of the Companies and $15 million
related to subordinated notes. In 1995, as a result of non-compliance by the
Parent with certain covenants of the credit facility, the terms were modified to
accelerate the final maturity to December 29, 1995 and the subordinated notes
were modified to provide for a final maturity of six months thereafter. The
credit facility was not repaid at maturity causing the credit facility and the
subordinated notes to then be in default. On April 26, 1996, the terms of the
credit facility were modified to provide for an extended maturity date of the
earlier of November 30, 1996 or completion of the sale of substantially all of
the Parent's business and assets to Metrocall, Inc., pursuant to the agreement
described further in Note B. The Parent has subsequently been in default under
the modified credit facility with respect to the delivery of certain financial
statements in 1996.

F-87
<PAGE> 185

PAGE AMERICA GROUP, INC. (NEW YORK AND CHICAGO OPERATIONS)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

The Parent intends to satisfy its obligations with proceeds it expects to
receive from the planned transaction with Metrocall, Inc. If this transaction is
not completed as planned, there would be substantial doubt about the ability of
the Parent and the Companies to continue as going concerns. The accompanying
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result if the transaction with
Metrocall, Inc. is not completed as planned.

INTERIM FINANCIAL STATEMENTS -- The accompanying unaudited interim
financial statements as of June 30, 1996 and for each of the six month periods
ended June 30, 1996 and 1995 include all adjustments which, in the opinion of
management, are necessary for a fair presentation of the Companies' financial
position and results of operations and cash flows for the periods presented. All
such adjustments are of a normal recurring nature. The results of the Companies'
operations for the six months ended June 30, 1996 and 1995 are not necessarily
indicative of the results of operations for a full fiscal year.

NOTE B -- ASSET PURCHASE AGREEMENT WITH METROCALL

On April 22, 1996 the Parent and certain of its subsidiaries entered into
an agreement to sell substantially all of their remaining business and assets to
Metrocall, Inc. The transaction has been approved by the Boards of Directors of
the Parent and Metrocall. The assets to be sold consist of the Parent's radio
paging operations in the New York and Chicago metropolitan areas.

The agreement provides for a sales price, subject to adjustment as
discussed below, of $78.5 million, $55 million of which is payable in cash and
the balance is payable in shares of Metrocall common stock. Cash proceeds
totaling $4 million will be placed in escrow for up to 18 months. The number of
shares of Metrocall common stock to be received by the Parent will be based on
the average price of Metrocall common stock during the 20 trading days ending on
the trading day five trading days preceding the closing. The purchase price is
subject to downward adjustment if the actual operating results of the New York
and Chicago operations during the three-month period prior to closing are below
certain specified levels.

Completion of the transaction is subject to approval by the Parent's
stockholders at a special meeting to be held, approval by the Federal
Communications Commission, compliance with the Hart-Scott Rodino Antitrust
Improvements Act and satisfaction of other customary conditions.

F-88
<PAGE> 186

PAGE AMERICA GROUP, INC. (NEW YORK AND CHICAGO OPERATIONS)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

NOTE C -- BALANCE SHEET CLASSIFICATIONS ($ IN THOUSANDS)

Equipment consists of the following:

DECEMBER 31,
JUNE 30, ---------------------
1996 1995 1994
----------- -------- --------
(UNAUDITED)
<S> <C> <C> <C>
Pagers............................................ $ 8,144 $ 8,164 $ 10,378
Radio common carrier equipment.................... 13,144 12,914 12,571
Office equipment.................................. 3,951 3,946 3,810
Leasehold improvements............................ 614 614 509
Building and land................................. 64 64 64
--------- -------- --------
25,917 25,702 27,332
--------- -------- --------
Less accumulated depreciation and amortization.... (19,045) (19,040) (19,947)
--------- -------- --------
$ 6,872 $ 6,662 $ 7,385
========= ======== ========
</TABLE>

Accrued expenses and other liabilities comprise the following:

DECEMBER 31,
JUNE 30, ---------------
1996 1995 1994
----------- ------ ----
(UNAUDITED)
<S> <C> <C> <C>
Salaries............................................... $ 97 $ 228 $ 67
Bonuses................................................ 25 115 49
Professional services.................................. 64 95 0
Commissions............................................ 31 23 15
Taxes.................................................. 934 873 614
Other.................................................. 474 79 145
------- ------ ----
$ 1,625 $1,413 $890
======= ====== ====
</TABLE>

NOTE D -- NET ASSETS

A reconciliation of Page America Group, Inc. consolidated equity to net
assets included in the accompanying financial statements is as follows:

DECEMBER 31,
JUNE 30, ---------------------
1996 1995 1994
----------- -------- --------
(UNAUDITED)
<S> <C> <C> <C>
Page America Group, Inc. consolidated equity (deficit):
Series One Convertible Preferred Stock, 10% cumulative,
$.01 par value, authorized 310,000 shares; issued and
outstanding 286,361, 286,361 and 288,881 shares;
liquidation value -- $105, $105, and $100 per
share................................................ $ 30,068 $ 30,068 $ 28,888
---------- -------- --------
Common stock -- $.10 par value,
authorized -- 100,000,000 shares; issued and
outstanding 8,052,305, 8,052,305 and 7,101,868
shares............................................... 1,604 805 710
Paid-in capital......................................... 53,501 52,850 49,830
Accumulated deficit..................................... (100,145) (94,945) (78,989)
---------- -------- --------
Total Page America Group, Inc. Consolidated Equity
(Deficit)............................................... (14,972) (11,222) 439
Less: Assets and (Liabilities) which are not part of the
New York and Chicago Operations:
Cash and cash equivalents............................... 630 751 1,082
Net assets of radio paging operations in other
geographic areas..................................... -- 18,212
Debt.................................................... (50,347) (48,735) (57,991)
Other assets and liabilities -- net..................... (1,225) (512) (357)
---------- -------- --------
Net Assets of New York and Chicago Operations............. $ 35,970 $ 37,274 $ 39,493
========== ======== ========
</TABLE>

F-89
<PAGE> 187

PAGE AMERICA GROUP, INC. (NEW YORK AND CHICAGO OPERATIONS)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

NOTE E -- INCOME TAXES

The Companies join in the filing of a consolidated federal income tax
return with the Parent. No tax sharing agreement exists with the Parent and,
accordingly, the Companies have provided for taxes based upon a separate return
basis. Due to significant tax losses generated by the Companies during the years
ended December 31, 1993, 1994, and 1995, no income taxes have been provided.

As required, the Companies are accounting for income taxes in accordance
with SFAS No. 109, "Accounting for Income Taxes", which prescribes an asset and
liability method of accounting for income taxes. Under SFAS No. 109, deferred
tax assets are to be recognized unless it is more likely than not that some
portion or all of the deferred tax assets will not be realized.

Net deferred tax assets of $611,000, $925,000 and $1,250,000 at December
31, 1995, 1994, and 1993, respectively, consisting primarily of non-currently
deductible amortization, depreciation, bad debt reserves and commission expense
have been offset in full by a valuation allowance. The Companies' valuation
allowance decreased by approximately $314,000 and $325,000 as of December 31,
1995 and 1994, respectively and increased by approximately $448,000 as of
December 31, 1993. The changes in net deferred tax assets and the corresponding
valuation allowance were due principally to increases and decreases in
amortization and depreciation of intangibles.

NOTE F -- CONTINGENCIES

The Parent and its subsidiaries are involved in various lawsuits and
proceedings arising in the normal course of business. In the opinion of
management, the ultimate outcome of these lawsuits and proceedings will not have
a material effect on the financial position, results of operations or cash flows
of the Companies.

NOTE G -- TRANSACTIONS WITH PARENT

Page America Group, Inc. provides the Companies with marketing,
administrative and employee benefits services. Amounts charged for such services
(approximately $870,000 and $1,166,000 for the six month periods ended June 30,
1996 and 1995, respectively (unaudited), and $2,588,000, $2,123,000, and
$2,435,000 for the years ended December 31, 1995, 1994, and 1993, respectively)
are included in selling, general and administrative expenses and are allocated
based upon the total pager units in service. It is not practicable to determine
the amount of the above expenses that would have been incurred had the Companies
operated as unaffiliated entities. However, in the opinion of management, the
above allocation method is reasonable.

The Parent sponsors a 401(K) plan covering substantially all employees,
including those of the Companies. Employees who have completed ninety days of
service are eligible to participate. Under the provisions of the plan, employees
may contribute 1% to 4% of compensation on an after-tax basis and also defer
additional amounts of compensation in 1% increments on a pre-tax basis, subject
to limits established by the Internal Revenue Code. The Parent matches 100% of
each participant's after-tax contributions and 25% of each participant's pre-tax
contributions. The Companies' total cost of the plan amounted to $24,000 and
$37,000 for the six month periods ended June 30, 1996 and 1995, respectively
(unaudited), and $59,000, $112,000, and $141,000 for the years ended December
31, 1995, 1994, and 1993, respectively, relating to these matching
contributions.

The assets of the Companies serve as security under the Parent's lending
agreements. No amount for interest charged under these agreements has been
allocated to the Companies' operations. Interest expense on a consolidated basis
for the Parent was $3,225,000 and $3,253,000 for the six month periods ended
June 30, 1996 and 1995 respectively (unaudited), and $6,263,000, $5,102,000, and
$4,032,000 for the years ended December 31, 1995, 1994 and 1993, respectively.

F-90
<PAGE> 188

PAGE AMERICA GROUP, INC. (NEW YORK AND CHICAGO OPERATIONS)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1996 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

NOTE G -- TRANSACTIONS WITH PARENT -- (CONTINUED)

Substantially all cash transactions are executed on a consolidated basis by
the Parent. Accordingly, the Companies do not maintain separate cash balances
attributable to their operations.

NOTE H -- RENTALS

Rental expense was approximately $1,337,000 and $1,290,000, for the six
month periods ended June 30, 1996 and 1995, respectively (unaudited), and
approximately $2,546,000, $2,439,000, and $2,351,000 for the years ended
December 31, 1995, 1994, and 1993, respectively.

Future minimum annual payments (in thousands) under non-cancelable
operating leases for office space and transmitter sites, as of December 31,
1995, are as follows:

<TABLE>
<S> <C>
1996................................................................ $1,145
1997................................................................ 823
1998................................................................ 664
1999................................................................ 546
2000................................................................ 432
Thereafter.......................................................... 1,576
------
$5,186
======
</TABLE>

Certain leases are subject to increases in taxes, operating and other
expenses.

F-91
<PAGE> 189

EXHIBIT A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

AGREEMENT AND PLAN OF MERGER

BETWEEN

METROCALL, INC.

AND

A+ NETWORK, INC.

MAY 16, 1996

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

- --------------------------------------------------------------------------------
<PAGE> 190

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE I
THE OFFER AND MERGER
SECTION 1.1 The Offer................................................................ 1
SECTION 1.2 AN Actions............................................................... 3
SECTION 1.3 The Merger............................................................... 4
SECTION 1.4 Effective Time........................................................... 4
SECTION 1.5 Certificate of Incorporation and By-Laws................................. 4
SECTION 1.6 Directors and Officers of Surviving Corporation.......................... 4
ARTICLE II
CONVERSION OF SHARES; EXCHANGE PROCEDURES
SECTION 2.1 Conversion of Shares..................................................... 5
SECTION 2.2 Certain Definitions...................................................... 5
SECTION 2.3 Exchange of Certificates................................................. 5
SECTION 2.4 AN Option Plans.......................................................... 6
SECTION 2.5 AN Subordinated Notes.................................................... 7
SECTION 2.6 Cash Election Merger..................................................... 7
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF AN
SECTION 3.1 Organization............................................................. 9
SECTION 3.2 Capitalization........................................................... 9
SECTION 3.3 Authorization; Validity of Agreement; AN Action.......................... 10
SECTION 3.4 Consents and Approvals; No Violations; Licenses.......................... 11
SECTION 3.5 SEC Reports and Financial Statements..................................... 12
SECTION 3.6 No Undisclosed Liabilities............................................... 12
SECTION 3.7 Absence of Certain Changes............................................... 12
SECTION 3.8 Employee Benefit Plans; ERISA; Labor..................................... 12
SECTION 3.9 Litigation............................................................... 14
SECTION 3.10 No Default; Compliance with Applicable Laws.............................. 14
SECTION 3.11 Taxes.................................................................... 14
SECTION 3.12 Environmental Matters.................................................... 15
SECTION 3.13 Insurance................................................................ 15
SECTION 3.14 Offer Documents; Proxy Statement; Registration Statement; Other
Information............................................................ 15
SECTION 3.15 Transactions with Affiliates............................................. 16
SECTION 3.16 Brokers.................................................................. 16
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF MC
SECTION 4.1 Organization............................................................. 16
SECTION 4.2 Capitalization........................................................... 16
SECTION 4.3 Authorization; Validity of Agreement; MC Action.......................... 17
SECTION 4.4 Consents and Approvals; No Violations; Licenses.......................... 18
SECTION 4.5 SEC Reports and Financial Statements..................................... 18
SECTION 4.6 No Undisclosed Liabilities............................................... 19
SECTION 4.7 Absence of Certain Changes............................................... 19
</TABLE>

i
<PAGE> 191

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 4.8 Employee Benefit Plans; ERISA; Labor..................................... 19
SECTION 4.9 Litigation............................................................... 20
SECTION 4.10 No Default; Compliance with Applicable Laws.............................. 21
SECTION 4.11 Taxes.................................................................... 21
SECTION 4.12 Environmental Matters.................................................... 21
SECTION 4.13 Insurance................................................................ 22
SECTION 4.14 Offer Documents; Proxy Statement; Registration Statement; Other
Information............................................................ 21
SECTION 4.15 Transactions with Affiliates............................................. 22
SECTION 4.16 Financing................................................................ 22
SECTION 4.17 Share Ownership.......................................................... 22
SECTION 4.18 Brokers.................................................................. 22
ARTICLE V
COVENANTS
SECTION 5.1 Interim Operations of AN and MC.......................................... 22
SECTION 5.2 Stockholder Approval; Meetings; Etc...................................... 25
SECTION 5.3 Proxy Statement, Registration Statement, Etc............................. 26
SECTION 5.4 Compliance with the Securities Act....................................... 26
SECTION 5.5 Nasdaq Listing........................................................... 27
SECTION 5.6 Approvals and Consents; Cooperation...................................... 27
SECTION 5.7 Access to Information.................................................... 28
SECTION 5.8 Employee Benefits and Relocation Matters................................. 28
SECTION 5.9 No Solicitation by AN.................................................... 28
SECTION 5.10 No Solicitation by MC.................................................... 29
SECTION 5.11 Brokers or Finders....................................................... 30
SECTION 5.12 Publicity................................................................ 30
SECTION 5.13 Notification of Certain Matters.......................................... 30
SECTION 5.14 Directors' and Officers' Insurance and Indemnification................... 30
SECTION 5.15 Expenses................................................................. 31
SECTION 5.16 Repurchase Option........................................................ 31
SECTION 5.17 Fair Price Statute....................................................... 33
SECTION 5.18 Further Assurances....................................................... 33
ARTICLE VI
CONDITIONS
SECTION 6.1 Conditions to Each Party's Obligation To Effect the Merger............... 34
SECTION 6.2 Conditions to Obligations of AN to Effect the Merger..................... 34
SECTION 6.3 Conditions to Obligations of MC to Effect the Merger..................... 35
ARTICLE VII
TERMINATION
SECTION 7.1 Termination.............................................................. 35
SECTION 7.2 Termination Fee.......................................................... 37
SECTION 7.3 Effect of Termination.................................................... 37
</TABLE>

ii
<PAGE> 192

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 Amendment and Modification............................................... 37
SECTION 8.2 Nonsurvival of Representations and Warranties............................ 37
SECTION 8.3 Notices.................................................................. 37
SECTION 8.4 Headings................................................................. 38
SECTION 8.5 Interpretation........................................................... 38
SECTION 8.6 Counterparts............................................................. 38
SECTION 8.7 Entire Agreement; Third Party Beneficiaries.............................. 38
SECTION 8.8 Governing Law............................................................ 39
SECTION 8.9 Assignment............................................................... 39
SECTION 8.10 Further Assurances....................................................... 39
</TABLE>

<TABLE>
<S> <C> <C>
ANNEXES
Annex A -- Conditions to the Offer
Annex B -- Directors of the Surviving Corporation
Annex C -- Terms of VCRs
Annex D -- Employment and Employee Benefits
SCHEDULES
AN:
Schedule 3.1 -- Subsidiaries of AN
Schedule 3.2 -- AN Capitalization; AN Pending Transactions
Schedule 3.4(a) -- AN Consents and Approvals
Schedule 3.4(c) -- AN FCC Authorizations
Schedule 3.6 -- Undisclosed Liabilities
Schedule 3.7 -- Certain Changes
Schedule 3.8 -- Employee Benefit Plans
Schedule 3.9 -- Litigation
Schedule 3.11 -- Taxes
Schedule 3.15 -- Transactions with Affiliates
Schedule 5.1(a) -- Permitted Activities by AN
MC:
Schedule 4.1 -- Subsidiaries of MC
Schedule 4.2 -- MC Capitalization; Commitments Regarding MC Securities
Schedule 4.4 -- MC Consents and Approvals
Schedule 4.6 -- Undisclosed Liabilities
Schedule 4.7 -- Certain Changes
Schedule 4.8 -- Employee Benefit Plans
Schedule 4.9 -- Litigation
Schedule 4.11 -- Taxes
Schedule 4.15 -- Transactions with Affiliates
Schedule 5.1(b) -- Permitted Activities by MC
</TABLE>

iii
<PAGE> 193

INDEX OF DEFINED TERMS

<TABLE>
<S> <C>
A+ Network............................................................................. 11
Affiliates............................................................................. 26
AN..................................................................................... 1
AN Benefit Plans....................................................................... 12
AN Certificates........................................................................ 5
AN Comfort Letter...................................................................... 26
AN Employee Agreements................................................................. 12
AN ERISA Affiliate..................................................................... 12
AN Fairness Opinion.................................................................... 4
AN Financial Advisor................................................................... 4
AN Financial Statements................................................................ 12
AN Material Agreements................................................................. 11
AN Option.............................................................................. 6
AN Option Plans........................................................................ 7
AN Pending Transactions................................................................ 9
AN SEC Documents....................................................................... 12
AN State Certificates.................................................................. 11
AN Termination Fee Event............................................................... 32
Average MC Share Price................................................................. 5
CERCLA................................................................................. 15
Claim.................................................................................. 31
Closing................................................................................ 4
Closing Date........................................................................... 4
Code................................................................................... 1
Combination Act........................................................................ 1
Communications Act..................................................................... 11
Confidentiality Agreement.............................................................. 28
Conversion Ratio....................................................................... 5
D&O Insurance.......................................................................... 31
DGCL................................................................................... 1
Effective Time......................................................................... 4
Election contest....................................................................... 32
Environmental Law...................................................................... 15
ERISA.................................................................................. 12
Exchange Act........................................................................... 2
Exchange Agent......................................................................... 5
FCC.................................................................................... 11
Final Regulatory Order................................................................. 32
Fully diluted basis.................................................................... 10
GAAP................................................................................... 12
Governmental Entity.................................................................... 11
HSR Act................................................................................ 11
Indemnified Party...................................................................... 30
Interest Payment Event................................................................. 32
IRS.................................................................................... 12
Junior Preferred....................................................................... 9
Material Adverse Effect................................................................ 9
Materials of Environmental Concern..................................................... 15
MC..................................................................................... 1
MC Benefit Plans....................................................................... 19
MC Employee Agreements................................................................. 19
MC ERISA Affiliate..................................................................... 19
</TABLE>

iv
<PAGE> 194

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
MC Fairness Opinion.................................................................... 3
MC Financial Advisor................................................................... 3
MC Financial Statements................................................................ 19
MC Licenses............................................................................ 18
MC Material Agreements................................................................. 18
MC Options............................................................................. 17
MC Pending Transactions................................................................ 17
MC SEC Documents....................................................................... 18
MC Shares.............................................................................. 3
MC Voting Agreement.................................................................... 1
Meeting................................................................................ 25
Merger................................................................................. 1
Merger Agreement....................................................................... A-1
Merger Consideration................................................................... 5
Merger Documents....................................................................... 4
Minimum Condition...................................................................... 2
Notes.................................................................................. 7
Offer.................................................................................. 1
Offer Documents........................................................................ 2
Offer Price............................................................................ 2
Offer to Purchase...................................................................... 2
Parent Pending Transactions............................................................ 17
Participant............................................................................ 32
Proposal............................................................................... 25
Proxy Statement........................................................................ 15
Registration Statement................................................................. 15
Regulatory Filings..................................................................... 27
Repurchase Event....................................................................... 31
Repurchase Period...................................................................... 32
Repurchase Shares...................................................................... 32
Rights................................................................................. 1
Rights Plan............................................................................ 1
SAS 49................................................................................. 26
Schedule 14D-1......................................................................... 2
Schedule 14D-9......................................................................... 3
SEC.................................................................................... 2
Securities Act......................................................................... 11
Shareholders' Agreement................................................................ 1
Shares................................................................................. 1
Solicitation........................................................................... 32
State Authority........................................................................ 11
Subsidiary............................................................................. 9
Surviving Corporation.................................................................. 4
Tax Return............................................................................. 15
Taxes.................................................................................. 15
TBCA................................................................................... 1
TIPA................................................................................... 1
VCRs................................................................................... 5
Voting Debt............................................................................ 10
Voting Stock........................................................................... 32
</TABLE>

v
<PAGE> 195

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of May 16, 1996, between METROCALL,
INC., a Delaware corporation ("MC"), and A+ NETWORK, Inc., a Tennessee
corporation ("AN").

WHEREAS, the Boards of Directors of MC and AN have approved, and deemed it
advisable and in the best interests of their respective stockholders to
consummate, a combination of their respective businesses upon the terms and
subject to the conditions set forth herein;

WHEREAS, it is intended that the business combination be accomplished by MC
commencing a cash tender offer (the "Offer") for certain issued and outstanding
shares of common stock of AN, $.01 par value (the "Shares"), together with the
related share purchase rights (the "Rights") issued pursuant to the Rights
Agreement dated February 16, 1995 by and between AN and First Union National
Bank of North Carolina, as Rights Agent (the "Rights Plan"), to be followed by a
merger of AN with and into MC (the "Merger");

WHEREAS, to satisfy a condition to MC entering into this Agreement and
incurring the obligations set forth herein, concurrently with the execution and
delivery of this Agreement, certain shareholders of AN have entered into a
Shareholders' Option and Sale Agreement (the "Shareholders' Agreement") with MC
pursuant to which such shareholders have agreed, on the terms and subject to the
conditions thereof, to sell certain of their Shares to MC, to vote certain of
their Shares and to grant MC an option to purchase certain of such Shares;

WHEREAS, to satisfy a condition of AN's entering into this Agreement and
incurring the obligations set forth herein, concurrently with the execution and
delivery of this Agreement, certain stockholders of MC have entered into a
voting agreement (the "MC Voting Agreement") granting AN a proxy with respect to
the voting of their MC Shares (as defined below);

WHEREAS, the Board of Directors of AN has (i) adopted this Agreement
pursuant to Section 48-21-104(a) of the Tennessee Business Corporation Act (the
"TBCA"), resolved to submit this Agreement for approval by the holders of the
Shares pursuant to Section 48-21-104(b) of the TBCA, and resolved to recommend
acceptance of the Offer by the holders of the Shares, (ii) duly approved the
business combination contemplated by this Agreement, the Shareholders' Agreement
and the MC Voting Agreement in accordance with the provisions of Section
48-103-205 of the Tennessee Business Combination Act (the "Combination Act"),
(iii) caused the transactions contemplated hereby not to be a "take over offer"
as defined in Section 48-103-102(10)(B)(v) of the Tennessee Investor Protection
Act ("TIPA"), and (iv) determined that MC will not be deemed an "Acquiring
Person" for the purposes of the Rights Plan.

WHEREAS, the Board of Directors of MC has (i) adopted this Agreement,
resolved to submit this Agreement for approval by the stockholders of MC
pursuant to Section 252 of the Delaware General Corporation Law ("DGCL"), and
resolved to recommend that all stockholders of MC approve and adopt this
Agreement and the Merger, and (ii) duly approved the business combination
contemplated by this Agreement, the Shareholders' Agreement and the MC Voting
Agreement so as to render inapplicable thereto the provisions of Section 203 of
the DGCL; and

WHEREAS, for United States federal income tax purposes, it is intended that
the Merger provided for herein shall qualify as a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder (the "Code"), and this Agreement is intended
to be and is adopted as a plan of reorganization within the meaning of Section
368 of the Code;

NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:

ARTICLE I

THE OFFER AND MERGER

SECTION 1.1 The Offer. (a) As promptly as practicable (but in no event
later than five business days after the public announcement of the execution of
this Agreement), MC shall commence (within the meaning

1
<PAGE> 196

of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the
Exchange Act)), an offer (the Offer) to purchase for cash 2,140,526 Shares,
together with the Rights, at a price of $21.10 per Share, net to the seller in
cash (such price, or such higher price per Share as may be paid in the Offer,
being referred to herein as the "Offer Price" (provided that MC shall not be
required to increase the Offer Price)), subject to there being validly tendered
in accordance with the terms of the Offer and not withdrawn prior to the
expiration of the Offer 2,140,526 Shares and related Rights (the "Minimum
Condition") and to the other conditions set forth in Annex A hereto. Except as
otherwise provided herein, MC shall, on the terms and subject to the prior
satisfaction or waiver of the conditions of the Offer, accept for payment and
pay for Shares tendered as soon as such actions are permitted under applicable
law. The Offer shall be made by means of an offer to purchase (the "Offer to
Purchase") containing the terms set forth in this Agreement, the Minimum
Condition and the other conditions set forth in Annex A hereto. MC shall not
amend or waive the Minimum Condition and shall not decrease the Offer Price or
decrease the Minimum Condition or amend any other material condition of the
Offer in any manner adverse to the holders of the Shares without the prior
written consent of AN (such consent to be authorized by the Board of Directors
of AN or a duly authorized committee thereof). Notwithstanding the foregoing,
(i) if on the expiration date of the Offer (A) there exists an AN Acquisition
Proposal (as defined in Section 5.9(a)) involving a tender offer, MC may extend
the Offer to a date that is two business days after the date the position of AN
with respect to the tender offer is first published or sent pursuant to Rule
14e-2 under the Exchange Act, or (B) there exists an AN Acquisition Proposal
other than a tender offer, MC may extend the Offer to a date that is two
business days after the first date on which AN's failure to reject such AN
Acquisition Proposal would permit MC to terminate this Agreement pursuant to
Section 7.1(d)(v) hereof, (ii) in circumstances other than those covered by the
preceding clause (i), MC may extend the Offer for such period of time, not to
exceed 20 business days in the aggregate, as is reasonably expected to be
necessary in order to satisfy the Minimum Condition or the other conditions set
forth in Annex A hereto, and (iii) the Offer Price may be increased in good
faith and the Offer may be extended to the extent required by law in connection
with such increase, in each case without the consent of AN. It is agreed the
conditions set forth in Annex A hereto are for the benefit of MC and may be
asserted by MC regardless of the circumstances giving rise to any such condition
(including any action or inaction by MC not inconsistent with the terms hereof)
or, except with respect to the Minimum Condition set forth above, may be waived
(but not amended) by MC, in whole or in part at any time and from time to time,
in its sole discretion.

(b) As soon as practicable on the date the Offer is commenced, MC shall
file with the United States Securities and Exchange Commission (the "SEC") a
Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together
with all amendments and supplements thereto and including the exhibits thereto,
the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer
to Purchase and a form of letter of transmittal and summary advertisement
(collectively, together with any amendments and supplements thereto, the "Offer
Documents"). The Offer Documents will contain (or shall be amended in a timely
manner to contain) all information which is required to be included therein in
accordance with the Exchange Act and the rules and regulations thereunder and
any other applicable law, and shall conform in all material respects with the
requirements of the Exchange Act and any other applicable law; provided,
however, that no agreement or representation is hereby made or shall be made by
MC with respect to information supplied or approved by AN in writing expressly
for inclusion in the Offer Documents. MC agrees to take all steps necessary to
cause the Offer Documents to be filed with the SEC and to be disseminated to
holders of Shares, in each case as and to the extent required by applicable
federal securities laws. Each of MC, on the one hand, and AN, on the other hand,
agrees to promptly correct any information provided by it for use in the Offer
Documents if and to the extent that it shall have become false and misleading in
any material respect, and MC further agrees to take all steps necessary to cause
the Offer Documents as so corrected to be filed with the SEC and to be
disseminated to holders of Shares, in each case as and to the extent required by
applicable federal securities laws. AN and its counsel shall be given the
opportunity to review the Schedule 14D-1 and any amendments thereto before any
of them are filed with the SEC. In addition, MC agrees to provide to AN and its
counsel, in written form and promptly after receipt, any comments or other
communications that MC or its counsel may receive from time to time from the SEC
or its staff with respect to the Offer Documents.

2
<PAGE> 197

(c) MC hereby approves of and consents to the Offer and represents and
warrants that the Board of Directors of MC, at a meeting duly called and held,
has, with the affirmative vote of at least a majority of the members of the
Board of Directors of MC, (i) determined that this Agreement, the MC Voting
Agreement, and the transactions contemplated hereby (which shall include the
Offer, the Merger, and the Shareholders' Agreement) are fair to and in the best
interests of the holders of shares of MC's common stock, $.01 par value (the "MC
Shares"), (ii) adopted this Agreement and resolved to submit this Agreement for
approval by the stockholders of MC pursuant to Section 252 of the DGCL, and
(iii) approved this Agreement and the transactions contemplated hereby, such
determination and approval constituting approval hereof for purposes of Section
203 of the DGCL.

(d) MC has received the written opinion of Wheat, First Securities, Inc.
(the "MC Financial Advisor"), dated on or before the date of this Agreement, to
the effect that, as of such date, the consideration to be paid (i) to the
holders of Shares pursuant to the Offer, and (ii) to the holders of Shares
pursuant to the Merger, taken together, is fair to the holders of MC Shares from
a financial point of view (the "MC Fairness Opinion"). MC has delivered to AN a
copy of the MC Fairness Opinion, together with MC Financial Advisor's written
consent to the inclusion of or reference to the MC Fairness Opinion (in a form
and substance satisfactory to MC Financial Advisor) in the Offer Documents, the
Schedule 14D-9 and the Registration Statement (as defined below).

SECTION 1.2 AN Actions. (a) AN hereby approves of and consents to the
Offer and represents and warrants that the Board of Directors of AN, at a
meeting duly called and held, has, with the affirmative vote of at least a
majority of the members of the Board of Directors of AN, (i) determined that
this Agreement and the transactions contemplated hereby (which shall include the
Offer, the Merger and the Shareholders' Agreement) are fair to and in the best
interests of the holders of Shares, (ii) approved this Agreement and the
transactions contemplated hereby, such determination and approval constituting
approval thereof for purposes of Section 48-103-205 of the Combination Act and
such that MC is not an "Acquiring Person" under the Rights Plan, (iii) adopted
this Agreement pursuant to Section 48-21-104(a) of the TBCA and resolved to
submit the Agreement for approval by the holders of the Shares pursuant to
Section 28-21-104(b), and (iv) resolved to recommend that the shareholders of AN
who desire to receive cash for their Shares (or a portion thereof) accept the
Offer and tender their Shares thereunder to MC and that all shareholders of AN
approve and adopt this Agreement and the Merger, which recommendation shall
comply with Section 48-103-102(10)(B) of TIPA; provided, that such
recommendations may be withdrawn, modified or amended upon a determination of
the Board of Directors made in accordance with Section 5.9(f).

(b) Concurrently with the commencement of the Offer, AN shall file with the
SEC a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with
all amendments and supplements thereto and including the exhibits thereto, the
"Schedule 14D-9") which shall, subject to a determination of the Board of
Directors made in accordance with Section 5.9(f), contain the recommendation
referred to in clause (iii) of Section 1.2(a) hereof. The Schedule 14D-9 will
contain (or be amended in a timely manner to contain) all information which is
required to be included therein in accordance with the Exchange Act and the
rules and regulations thereunder and any other applicable law, and shall conform
in all material respects with the requirements of the Exchange Act and any other
applicable law; provided, however, that no agreement or representation is hereby
made or shall be made by AN with respect to information supplied or approved by
MC in writing expressly for inclusion in the Schedule 14D-9. AN further agrees
to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC
and to be disseminated to holders of Shares, in each case as and to the extent
required by applicable federal securities laws. Each of AN, on the one hand, and
MC, on the other hand, agrees to promptly correct any information such party has
previously provided for use in the Schedule 14D-9, if and to the extent that
such information shall have become false and misleading in any material respect,
and AN further agrees to take all steps necessary to cause the Schedule 14D-9
(as so corrected) to be filed with the SEC and to be disseminated to holders of
Shares, in each case as and to the extent required by applicable federal
securities laws. MC and its counsel shall be given the opportunity to review the
Schedule 14D-9 and any amendments thereto before any of them are filed with the
SEC. In addition, AN agrees to provide MC and its counsel, promptly after
receipt and in written form, with any

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comments or other communications that AN or its counsel may receive from time to
time from the SEC or its staff with respect to the Schedule 14D-9.

(c) In connection with the Offer, AN will promptly furnish or cause to be
furnished to MC mailing labels containing the names and addresses of the record
holders of the Shares as of a recent date and of those persons becoming record
holders subsequent to such date and, to the extent known, a list of the
beneficial owners of the Shares as of a recent date, together with copies of all
security positions listings and all other information in AN's possession or
control regarding the beneficial owners of the Shares, and shall furnish MC with
such information and assistance as MC or its agents may reasonably request in
communicating the Offer to the shareholders of AN. From and after the date of
this Agreement, all such information concerning AN's record and, to the extent
known, beneficial holders shall be made available to MC. Except for such steps
as are necessary to disseminate the Offer Documents or consummate the Merger, MC
shall hold in confidence the information contained in any of such labels and
lists and the additional information referred to in the preceding sentence, will
use such information only in connection with the Offer and the Merger, and, if
this Agreement is terminated, will deliver or cause to be delivered to AN all
copies of such information then in its possession or the possession of its
agents or representatives.

(d) AN has received the written opinion of Prudential Securities
Incorporated (the "AN Financial Advisor"), dated on or before the date of this
Agreement, to the effect that, as of such date, the consideration to be received
by holders of Shares (other than MC and its affiliates) pursuant to the Offer
and Merger, taken together, is fair to such holders from a financial point of
view (the "AN Fairness Opinion"). AN has delivered to MC a copy of the AN
Fairness Opinion, together with AN Financial Advisor's written consent to the
inclusion of or reference to the AN Fairness Opinion (in a form and substance
satisfactory to AN Financial Advisor) in the Offer Documents, the Schedule 14D-9
and the Registration Statement.

SECTION 1.3 The Merger. Upon the terms and subject to the conditions set
forth in Article VI hereof, and in accordance with the DGCL and the TBCA, AN
shall be merged with and into MC. The closing (the "Closing") of the Merger
shall take place as promptly as practicable but in no event later than the date
that is two business days after satisfaction or waiver of the conditions set
forth in Article VI (other than those relating to documents to be delivered at
the Closing). The Closing will be held at such time and at such place as the
parties hereto may agree. The date on which the Closing occurs is hereinafter
referred to as the "Closing Date." Following the Merger, the separate corporate
existence of AN will cease, and MC shall continue as the surviving corporation
(the "Surviving Corporation") and shall succeed to and assume all of the rights
and obligations of AN.

SECTION 1.4 Effective Time. Upon the Closing, the parties hereto shall
cause the Merger to be consummated by filing with the Secretary of State of the
State of Delaware and the Secretary of State of the State of Tennessee articles
of merger, certificates of merger or other appropriate documents (in any such
case, the "Merger Documents") in such form as is required by, and executed in
accordance with, this Agreement and the relevant provisions of the TBCA and the
DGCL (the date and time of the later of such filings being referred to herein as
the "Effective Time"). The Merger shall have the effects set forth in Section
48-21-108 of the TBCA and the Section 252 of DGCL.

SECTION 1.5 Certificate of Incorporation and By-Laws. The Certificate of
Incorporation and By-Laws of MC, as in effect immediately prior to the Effective
Time, shall be the Certificate of Incorporation and By-Laws of the Surviving
Corporation.

SECTION 1.6 Directors and Officers of Surviving Corporation. (a) The
directors of MC immediately prior to the Effective Time shall be the directors
of the Surviving Corporation at the Effective Time.

(b) The officers of MC shall be the officers of the Surviving Corporation
and shall hold their office from the Effective Time until they resign or their
earlier death or removal.

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ARTICLE II

CONVERSION OF SHARES; EXCHANGE PROCEDURES

SECTION 2.1 Conversion of Shares. (a) Each Share, together with the
related Rights, issued and outstanding immediately prior to the Effective Time
(other than Shares held by MC or any Subsidiary (as defined in Section 3.1) of
MC) shall, by virtue of the Merger and without any action on the part of the
holder thereof, be converted into the right to receive (i) such number of duly
authorized, validly issued, fully paid and nonassessable MC Shares equal to the
Conversion Ratio (as defined in Section 2.2), and (ii) a number of rights to
receive amounts to be determined in accordance with, and which rights are
evidenced by, Variable Common Rights having the terms described in Annex C
hereto ("VCRs") in an amount equal to the number of MC Shares to be received
pursuant to clause (i); plus (iii) cash, if any, for fractional MC Shares and
VCRs pursuant to Section 2.3(f) hereof (collectively, the "Merger
Consideration").

(b) Each Share (i) held in the treasury of AN or any Subsidiary of AN and
(ii) held by MC or any Subsidiary of MC immediately prior to the Effective Time
shall, by virtue of the Merger and without any action on the part of the holder
thereof, be cancelled and retired and cease to exist and no Merger Consideration
shall be issued in respect thereof.

SECTION 2.2 Certain Definitions.

"Average MC Share Price" shall mean the average of the last reported
bid price per MC Share on the Nasdaq National Market for the 50 consecutive
trading days ending on the trading day that is five trading days prior to
the Closing Date, provided that the Average MC Share Price shall not exceed
$21.88 or be less than $17.90.

"Conversion Ratio" shall mean the number determined by dividing $21.10
by the Average MC Share Price and rounding the result to the nearest
1/100,000 of a share. In the event that, between the date of this Agreement
and the Effective Time, the number of issued and outstanding Shares or MC
Shares shall have been changed into a different number of shares or a
different class of shares as a result of a stock split, reverse stock
split, stock dividend, spinoff, extraordinary dividend, recapitalization,
reclassification or other similar transaction with a record date within
such period, the Conversion Ratio shall be appropriately adjusted. The
Conversion Ratio shall also be adjusted by multiplying such Ratio at the
Effective Time by a fraction, (a) the numerator of which is the sum of (i)
Scheduled Shares (as defined below) plus (ii) any Shares with respect to
which MC consents to the issuance pursuant to Section 5.1(a) ("Total
Permitted Shares"), and (b) the denominator of which is the sum of (i) all
Shares issued and outstanding at the Effective Time plus (ii) all Shares
that would be issuable by AN pursuant to or in connection with pending
acquisition or AN Options, provided, that no adjustment shall be made if
the resulting fraction is equal to 1.00 or more.

SECTION 2.3 Exchange of Certificates. (a) Prior to the Effective Time, AN
and MC shall appoint First Union National Bank of North Carolina (or any other
commercial bank or trust company, which shall be reasonably acceptable to AN and
MC) to act as exchange agent (the "Exchange Agent") to effect the exchange of
certificates representing the Shares as set forth in Section 2.1 hereof
(collectively, the "AN Certificates") for the Merger Consideration. The
Surviving Corporation shall make available, or shall cause to be made available,
to the Exchange Agent for the benefit of the holders of Shares for exchange in
accordance with this Article II, certificates representing MC Shares and VCRs
issuable pursuant to Section 2.1 and funds in amounts necessary to make any cash
payments pursuant to Section 2.3(f).

(b) Promptly after the Effective Time, the Surviving Corporation shall
cause the Exchange Agent to mail to each person who was, at the Effective Time,
a holder of record of a AN Certificate (i) a letter of transmittal which shall
specify that delivery shall be effected, and risk of loss and title to an AN
Certificate shall pass, upon (and only upon) proper delivery to, and receipt of
such AN Certificate by, the Exchange Agent, and which shall be in such form and
have such other provisions as the Surviving Corporation may reasonably specify,
and (ii) instructions for use in effecting the surrender of such AN Certificate
in exchange for a certificate representing MC Shares such holder is entitled to
pursuant to this Article II. Upon surrender of an AN Certificate, together with
such letter of transmittal duly completed and validly executed in

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accordance with the instructions thereto, and such other documents as may be
required pursuant to such instructions, the holder of such AN Certificate shall
be entitled to receive in exchange therefor, after the Effective Time, (i) a
certificate representing that number of MC Shares to which such holder of Shares
shall have become entitled pursuant to the provisions of this Article II, (ii) a
certificate representing that number of VCRs to which such holder of Shares
shall have become entitled pursuant to the provisions of this Article II, and
(iii) if applicable, a check representing the amount of cash to which such
holder of Shares shall have become entitled pursuant to the provisions of
Section 2.3(f), and the AN Certificate so surrendered shall forthwith be
canceled. All payments in respect of Shares which are made in accordance with
the terms hereof shall be deemed to have been made in full satisfaction of all
rights pertaining to such Shares.

(c) No dividends or other distributions declared with respect to Shares and
payable to the holders of record thereof after the Effective Time shall be paid
to the holder of any unsurrendered AN Certificate until the holder thereof shall
surrender such AN Certificate in accordance with Section 2.3(b) hereof. Subject
to the effect, if any, of applicable law, after the subsequent surrender and
exchange of an AN Certificate, the record holder thereof shall be entitled to
receive any such dividends or other distributions, without any interest thereon,
which theretofore have become payable with respect to MC Shares, into which the
Shares represented by such AN Certificate have been converted.

(d) If any portion of the Merger Consideration (whether a certificate
representing MC Shares, a certificate representing VCRs or a check representing
cash payment pursuant to Section 2.3(f)) is to be issued or paid in a name other
than that in which the AN Certificate surrendered in exchange therefor is
registered, it shall be a condition to the issuance thereof that the AN
Certificate so surrendered shall be properly endorsed (or accompanied by an
appropriate instrument of transfer) and otherwise in proper form for transfer,
and that the person requesting such exchange shall pay to the Exchange Agent in
advance any transfer or other taxes required by reason of the issuance of a
certificate representing MC Shares, a certificate representing VCRs or a check
representing the cash payment pursuant to Section 2.3(f) in any name other than
that of the registered holder of the AN Certificate surrendered, or required for
any other reason, or shall establish to the satisfaction of the Exchange Agent
that such tax has been paid or is not payable.

(e) On and after the Effective Time: the stock transfer books of AN shall
be closed and there shall be no further registration of transfers of the Shares
which were outstanding immediately prior to the Effective Time; the AN
Certificates representing Shares (and the Rights) shall cease to have any rights
with respect to such Shares (or Rights) except as otherwise provided for herein
or by applicable law; and the MC Shares and VCRs into which Shares have been
converted pursuant to Section 2.1 hereof shall be deemed outstanding (subject to
Section 2.3(c)) notwithstanding the failure of the holders thereof to surrender
and exchange AN Certificates as specified herein.

(f) No certificates or scrip representing fractional MC Shares or VCRs
shall be issued upon the surrender for exchange of AN Certificates, no dividend,
distribution or other payment with respect to MC Shares or VCRs shall be payable
on or with respect to any fractional MC Share or VCR and such fractional MC
Share shall not entitle the owner thereof to vote or to any other rights of a
shareholder or creditor of AN. In lieu of any such fractional MC Share or
fractional VCR, the Surviving Corporation shall pay to each shareholder of AN
who otherwise would be entitled to receive a fractional MC Share and a
fractional VCR an amount in cash determined by (i) dividing $21.10 by the
Conversion Ratio and (ii) multiplying the result by the fractional MC Share
interest to which such holder would otherwise be entitled.

(g) At any time following six (6) months after the Effective Time, the
Surviving Corporation may terminate its agreement with the Exchange Agent, and
thereafter holders of AN Certificates shall be entitled to look to the Surviving
Corporation (subject to abandoned property, escheat or other similar laws) only
as general creditors thereof with respect to the consideration payable upon due
surrender of their AN Certificates pursuant to the provisions of this Article
II. Notwithstanding the foregoing, neither the Surviving Corporation nor the
Exchange Agent shall be liable to any holder of a AN Certificate for
consideration delivered to a public official pursuant to applicable abandoned
property, escheat or similar laws.

SECTION 2.4 AN Option Plans. (a) Each outstanding option to purchase
Shares (each, a "AN Option") granted pursuant to AN's 1987 Employee Stock
Incentive Plan, 1992 Employee Stock Incentive

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Plan, 1992 Non-Qualified Stock Option Plan or the Employee Stock Purchase Plan
(collectively, the "AN Option Plans"), or to Dan Hiller which are described in
Schedule 3.2, and which have not vested prior to the Effective Time, shall
become fully exercisable and vested as of the Effective Time.

(b) Effective as of the Effective Time, at the option of the holder
thereof, either (i) each AN Option then outstanding and not exercised shall be
converted automatically into an option to purchase such number of MC Shares and
VCRs equal to the number of Shares subject to such AN Option immediately prior
to the Effective Time multiplied by the Conversion Ratio, with the exercise
price adjusted accordingly, but otherwise on the same terms and conditions as
were applicable under the applicable AN Option Plan and the underlying stock
option agreement or (ii) up to a maximum of 40% of the Shares subject to AN
Options held by each holder, such percentage to be determined by such holder,
shall be cancelled and the holder thereof shall be entitled to receive, with
respect to each such Share subject to such AN Option, the Offer Price on the
Closing Date net to the holder in cash, less the aggregate unpaid exercise price
relating to the exercise of such AN Options, and the remaining AN Options held
by such holder shall be converted as described in clause (i) of this sentence.

(c) Notwithstanding the foregoing provisions, in the case of any option to
which Code Section 421 applies, the option price, the number of shares subject
to such option, and the terms and conditions of exercise of such option shall be
determined in order to comply with Code Section 424(a). As soon as practicable
after the Effective Time, the Surviving Corporation shall deliver to the holders
of AN Options appropriate notices setting forth such holders' rights pursuant to
AN Option Plans and each underlying stock option agreement.

SECTION 2.5 AN Subordinated Notes. After the Effective Time, MC will
comply with applicable terms of the Indenture for AN's 11 7/8% Senior
Subordinated Notes due 2005 (the "Notes") including, if required, offering to
repurchase the Notes or causing them to be assumed by the Surviving Corporation.
In the event MC elects to exercise the Scenario I Option (as defined in the
Shareholders Agreement), MC shall provide an irrevocable letter of credit (from
a bank and containing terms reasonably acceptable to AN) permitting AN to draw
sufficient funds for AN to honor the "Change in Control" provisions under the
11 7/8% Senior Subordinated Notes due 2005, dated as of October 25, 1995 (the
"Indenture") and to permit the Holders (as defined in the Indenture) to sell
such Holder's Notes to AN, in whole or in part, at a purchase price in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the date of repurchase; provided that MC may substitute for the
letter of credit a firm financing commitment satisfactory to AN, in its sole
discretion, permitting MC to borrow sufficient funds for AN to honor the
obligations set forth above. In such event, MC shall provide AN all funds
required to satisfy the "Change in Control" obligations under the Indenture
prior to the last date AN is permitted to make payments to the Holders of the
Notes to be purchased thereunder. If MC provides such funds to AN, upon the
purchase of Notes pursuant to the Change in Control obligations, AN will issue
to MC negotiable promissory notes in the respective principal amounts of the
funds provided by MC, each of which shall bear interest and otherwise have terms
and provisions identical as nearly as possible to the Notes so purchased,
including the terms and provisions of the Indenture under which such Notes were
issued.

SECTION 2.6 Cash Election Merger. In the event of, and subject to, the
purchase by MC of Shares pursuant to the Mandatory Option in accordance with
Section 3.3.3 of the Shareholders' Agreement, then, notwithstanding any other
provision of this Agreement to the contrary, each Share, together with the
related Rights, issued and outstanding immediately prior to the Effective Time,
other than Shares held by MC or any Subsidiary of MC (the "Non-MC Shares"),
shall, by virtue of the Merger and without any action on the part of any holder
thereof, be converted into the right to receive cash, on the one hand, and MC
Shares and VCRs (collectively, the "Alternative Merger Consideration"), on the
other, in accordance with the following terms and procedures:

(a) Each person who, at the Effective Time, is a record holder of
Non-MC Shares shall have the right to submit an Election Form (as defined
below) specifying the number of Shares that such person desires to have
converted into the right to receive cash equal to $21.10 (a "Cash
Election") or the number of MC Shares and VCRs equal, in each case, to the
Conversion Ratio (the "Stock Election").

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(b) As soon as reasonably practicable after the Effective Time, the
Exchange Agent shall mail to each holder of record of the Shares
immediately prior to the Effective Time (A) a letter of transmittal (which
shall specify that delivery shall be effected, and risk of loss and title
to the AN Certificates shall pass, only upon delivery of such AN
Certificates to the Exchange Agent and shall be in such form and have such
other provisions as MC shall specify), (B) instructions for use in
effecting the surrender of the AN Certificates in exchange for the
Alternative Merger Consideration, and (C) an election form (the "Election
Form") providing for such holders to make the Cash Election and/or the
Stock Election.

(c) Any Cash Election or Stock Election shall have been validly made
only if the Exchange Agent shall have received by 5:00 p.m. New York, New
York time on a date (the "Election Deadline") to be mutually agreed upon by
MC and AN prior to the Effective Time, an Election Form properly completed
and executed (with the signature or signatures thereof guaranteed to the
extent required by the Election Form) by such holder accompanied by such
holder's AN Certificates, or by an appropriate guarantee of delivery of
such AN Certificates. Any holder of Shares who has made an election by
submitting an Election Form to the Exchange Agent may at any time prior to
the Election Deadline change such holder's election by submitting a revised
Election Form, properly completed and signed, that is received by the
Exchange Act prior to the Election Deadline. In the event that any holder
of Shares shall not have submitted an Election Form or if the Election Form
is not in proper form, such holder will be deemed to have elected to have
made a Cash Election for 40% of such holder's Shares, and a Stock Election
for 60% of such holder's Shares. Promptly following the Election Deadline,
the Exchange Agent shall examine the Election Forms and determine the
aggregate number of Shares that have made, or are deemed to have made, the
Cash Election (the "Requested Cash Amount") and the aggregate number of
Shares that have made the Stock Election (the "Requested Stock Amount").

(d) In the event that the Requested Cash Amount exceeds 40% of the
aggregate Non-MC Shares ("Cash Cap"): (i) each holder who submitted or is
deemed to have submitted a Cash Election shall have the right to receive
(i) $21.10 per Share for that number of Shares, or fractions thereof, equal
to the number specified or deemed to be specified in the Cash Election,
multiplied times a fraction, the numerator of which is the Cash Cap and the
denominator of which is the Requested Cash Amount; and (ii) with respect to
all other Shares, including Shares not converted into cash pursuant to
clause (i) and Shares as to which the holder has submitted or is deemed to
have submitted a Stock Election, the holder shall have the right to receive
for each such share (A) a number of MC Shares equal to the Conversion
Ratio, (B) a number of VCRs equal to the number of MC Shares to be received
pursuant to clause (A), plus (C) cash, if any, for fractional MC Shares and
VCRs pursuant to Section 2.3(f).

(e) In the event that the Requested Stock Amount exceeds 60% of the
aggregate Non-MC Shares ("Stock Cap"): (i) each holder who submitted or is
deemed to have submitted a Stock Election shall have the right to receive
for each Share subject to a Stock Election (A) that number of MC Shares
equal in each case, to the Conversion Ratio, multiplied by a fraction, the
numerator of which is the Stock Cap and the denominator of which is the
Requested Stock Amount, (B) a number of VCRs equal to the number of MC
Shares to be received pursuant to clause (A), plus (C) cash for fractional
shares calculated pursuant to Section 2.3(f); and (ii) with respect to all
other Shares, including Shares not converted into MC Shares and VCRs
pursuant to clause (i) and Shares as to which the holder has submitted or
is deemed to have submitted a Cash Election, or fractions thereof, the
holder shall have the right to receive $21.10 in cash per Share.

(f) Promptly after the Effective Time, (i) MC shall deposit (or cause
to be deposited) with the Exchange Agent, for the benefit of the holders of
the Shares, for exchange in accordance with this Section 2.6, cash in the
amount sufficient to pay the aggregate cash portion of the Alternative
Merger Consideration, and (ii) MC shall deposit (or cause to be deposited)
with the Exchange Agent, for the benefit of the holders of the Shares,
certificates representing the MC Shares and VCRs for exchange in accordance
with this Section 2.6.

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(g) Except as expressly provided herein, the conversion of Shares and
exchange for Alternative Merger Consideration, including without limitation
the treatment of unexercised AN Options, shall be governed by the
provisions of this Article II.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF AN

AN represents and warrants to MC as follows:

SECTION 3.1 Organization. (a) Except as set forth on Schedule 3.1, each
of AN and its Subsidiaries is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation and has
all requisite corporate power and authority and all necessary governmental
approvals to own, lease and operate its properties and to carry on its business
as now being conducted, except where the failure to be so organized, existing
and in good standing or to have such power, authority, and governmental
approvals would not have a Material Adverse Effect on AN and its Subsidiaries
taken as a whole. As used in this Agreement, the word "Subsidiary" means, with
respect to any party, any corporation or other organization, whether
incorporated or unincorporated, of which at least a majority of the securities
or other interests having by their terms ordinary voting power to elect a
majority of the Board of Directors or others performing similar functions with
respect to such corporation or other organization is directly or indirectly
owned or controlled by such party or by any one or more of its Subsidiaries, or
by such party and one or more of its Subsidiaries. As used in this Agreement,
any reference to "Material Adverse Effect" on or with respect to any entity (or
group of entities taken as a whole) means any event, change or effect that is
materially adverse to the consolidated financial condition, businesses, results
of operations or cash flows of such entity (or, if used with respect thereto, of
such group of entities taken as a whole). AN and each of its Subsidiaries is
duly qualified or licensed to do business and in good standing in each
jurisdiction in which the property owned, leased or operated by it or the nature
of the business conducted by it makes such qualification or licensing necessary,
except where the failure to be so duly qualified or licensed and in good
standing would not, individually or in the aggregate, have a Material Adverse
Effect on AN and its Subsidiaries, taken as a whole, or prevent AN from
consummating any of the transactions contemplated hereby.

(b) AN has heretofore made available to MC a complete and correct copy of
the Charter and By-Laws or other organizational documents of AN and the
organizational documents of each of its Subsidiaries, as currently in effect.
Each such document is in full force and effect and no other organizational
documents are applicable to or binding upon AN or any Subsidiary.

SECTION 3.2 Capitalization. (a) The authorized capital stock of AN
consists of 30,000,000 shares of common stock and 1,500,000 shares of preferred
stock, par value $.01 per share, of which 500,000 shares have been reserved and
designated as Series A Junior Participating Preferred Stock ("Junior
Preferred"). Schedule 3.2 sets forth (i) the number of issued and outstanding
Shares as of the date hereof; (ii) the number of Shares that would be issuable
by AN upon the exercise of all unexpired AN Options granted pursuant to AN
Option Plans, including the name of each holder of AN Options, the number of AN
Options held by such holder, and the date of grant, date of vesting, and
exercise price for all such AN Options of AN; (iii) all Shares that would be
issuable by AN pursuant to or in connection with each of the acquisition
agreements or transactions identified in Schedule 3.2 (the "AN Pending
Transactions"); and (iv) all other Shares issuable to any person pursuant to any
existing options, warrants, calls, preemptive (or similar) rights, subscriptions
or other rights, agreements, arrangements or commitments of any character,
except pursuant to the Rights (collectively, the "Scheduled Shares"). As of the
date hereof, no shares of preferred stock, including any Junior Preferred, are
issued and outstanding or held in the treasury of AN, and no Shares are held in
the treasury of AN. AN has taken all necessary corporate and other action to
authorize and reserve and to permit it to issue shares of AN's capital stock
which may be issued pursuant to AN Options. The Shares subject to the
Shareholders' Agreement, together with the Shares acquired by MC in the Offer
(assuming the Minimum Condition is not waived or reduced) do, and at all times
prior to the earlier of exercise or expiration of the

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options granted pursuant to the Shareholders' Agreement will, represent at least
a majority of the Shares on a fully diluted basis. For purposes of this
Agreement, "fully diluted basis" shall mean, at any time, the number of Shares
that would be outstanding assuming the exercise of all outstanding options and
other rights to acquire Shares (other than pursuant to the Rights) or other
securities convertible into Shares (including any Shares to be issued pursuant
to any AN Pending Transaction), and the conversion of all securities convertible
into Shares. All the outstanding shares of AN's capital stock are, and all
shares which may be issued pursuant to the exercise of AN Options, when issued
in accordance with the respective terms thereof will be, duly authorized,
validly issued, fully paid and non-assessable and free of any preemptive (or
similar) rights. There are no bonds, debentures, notes or other indebtedness
having general voting rights (or convertible into securities having such rights)
("Voting Debt") of AN or any of its Subsidiaries issued and outstanding. Except
as set forth in Schedule 3.2 and for the Rights, as of the date hereof, (i)
there are no shares of capital stock of AN authorized, issued or outstanding,
(ii) there are no existing options, warrants, calls, preemptive (or similar)
rights, subscriptions or other rights, agreements, arrangements or commitments
of any character, relating to the issued or unissued capital stock of AN or any
of its Subsidiaries, obligating AN or any of its Subsidiaries to issue, transfer
or sell or cause to be issued, transferred or sold any shares of capital stock
or Voting Debt of, or other equity interest in, AN or any of its Subsidiaries or
securities convertible into or exchangeable for such shares or equity interest
or obligations of AN or any of its Subsidiaries, and (iii) other than as
contemplated herein, there are no outstanding contractual obligations of AN or
any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares,
or capital stock of AN or any Subsidiary or affiliate of AN.

(b) All of the outstanding shares of capital stock of each of AN's
Subsidiaries are beneficially owned by AN, directly or indirectly, free and
clear of all security interests, liens, claims, pledges, agreements, limitations
on voting rights, charges or other encumbrances of any nature whatsoever, other
than liens in favor of First National Bank of Chicago.

(c) There are no voting trusts or other agreements or understandings to
which AN or any of its Subsidiaries is a party with respect to the voting of the
capital stock of AN or any of its Subsidiaries. Other than as contemplated
herein, none of AN or its Subsidiaries is required to redeem, repurchase or
otherwise acquire shares of capital stock of AN, or any of its Subsidiaries,
respectively, as a result of the transactions contemplated by this Agreement.

SECTION 3.3 Authorization; Validity of Agreement; AN Action. (a) AN has
full corporate power and authority to execute and deliver this Agreement and the
MC Voting Agreement and to consummate the transactions contemplated hereby and
thereby. The execution, delivery and performance by AN of this Agreement and the
MC Voting Agreement, and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by the Board of Directors of AN and
no other corporate action on the part of AN is necessary to authorize the
execution and delivery by AN of this Agreement and the MC Voting Agreement and
the consummation by it of the transactions contemplated hereby and thereby
(other than, with respect to the Merger, the approval of this Agreement by the
affirmative vote of the holders of a majority of the outstanding Shares). This
Agreement and the MC Voting Agreement have been duly executed and delivered by
AN and (assuming due and valid authorization, execution and delivery hereof by
the other parties hereto and thereto) are valid and binding obligations of AN
enforceable against AN in accordance with their terms, except that (i) such
enforcement may be subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws, now or hereafter in effect, affecting
creditors' rights generally, and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

(b) The Board of Directors of AN also has approved the transactions
contemplated by this Agreement, the MC Voting Agreement and the Shareholders'
Agreement so as to render inapplicable thereto the provisions of Section
48-103-206 of the Combination Act and to cause such transactions to fail to meet
the definition of "takeover offer" as defined in Section 46-103-102(10)(B)(v) of
TIPA, and so that MC and the stockholder parties to the MC Voting Agreement will
not be deemed an "Acquiring Person" for purposes of the Rights.

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SECTION 3.4 Consents and Approvals; No Violations; Licenses. (a) Neither
the execution, delivery or performance of this Agreement or the MC Voting
Agreement by AN nor the consummation by AN of the transactions contemplated
hereby or thereby nor compliance by AN with any of the provisions hereof or
thereof will (i) conflict with or result in any breach of any provision of the
Charter or By-Laws or other organizational documents of AN or of any of its
Subsidiaries, (ii) require on the part of AN any filing with, or permit,
authorization, consent or approval of, any court, arbitral tribunal,
administrative agency or commission or other governmental or other regulatory
authority or agency (a "Governmental Entity") except for (A) filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the Exchange Act, the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), the Federal Communication
Commission ("FCC"), the Communications Act of 1934, as amended (the
"Communications Act"), state public utility or public service laws, the
Securities Act of 1933, as amended (the "Securities Act"), the DGCL, the TBCA,
state or foreign laws relating to takeovers, state securities or blue sky laws,
and the laws of other states in which AN is qualified to do or is doing
business, or (B) where the failure to obtain such permits, authorizations,
consents or approvals or to make such filings, individually or in the aggregate,
would not have a Material Adverse Effect on AN and its Subsidiaries, taken as a
whole, or prevent AN from consummating the transactions contemplated hereby,
(iii) except as disclosed on Schedule 3.4(a), result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or obligation
to which AN or any of its Subsidiaries is a party or by which any of them or any
of their properties or assets may be bound and which has been included as an
exhibit to AN's Annual Report on Form 10-K for the fiscal year ended December
31, 1995 (the "AN Material Agreements") or (iv) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to AN, any of its
Subsidiaries or any of their properties or assets, excluding from the foregoing
clauses (iii) and (iv) such violations, breaches or defaults which would not,
individually or in the aggregate, have a Material Adverse Effect on AN and its
Subsidiaries, taken as a whole, or prevent AN from consummating the transactions
contemplated hereby.

(b) AN or one of its Subsidiaries holds all licenses, permits,
certificates, franchises, ordinances, registrations, or other rights,
applications and authorizations filed with, granted or issued by, or entered by
any Governmental Entity, including without limitation, the FCC, or any state or
local regulatory authorities or any state or local public service commission or
public utility commission asserting jurisdiction over the radio facilities used
in AN's business (each, a "State Authority"), that are required for the conduct
of their businesses as now being conducted, except for those the absence of
which would not individually or in the aggregate have a Material Adverse Effect
on AN and its Subsidiaries taken as a whole (collectively, "AN Licenses") and,
provided, that no representation is made with respect to such matters on behalf
of any third-parties who are part of the "A+ Network". The AN Licenses are
valid, in full force and effect, and the terms of said AN Licenses are not
subject to any restrictions or conditions that materially limit or would
materially limit the operations of the business of AN or any of its Subsidiaries
as presently conducted, other than restrictions or conditions generally
applicable to licenses of that type. The AN Licenses granted, issued or entered
by the FCC are subject to the Communications Act. There are no proceedings
pending or, to the best knowledge of AN, complaints or petitions by others, or
threatened proceedings, before the FCC or any other Governmental Entity relating
to the business or operations of AN or any of its Subsidiaries or The AN
Licenses, and there are no facts or conditions that reasonably could be expected
to constitute grounds for the FCC to revoke, terminate, suspend, deny, annul, or
impose conditions on any renewal of any AN Licenses, that would, individually or
in the aggregate, have a Material Adverse Effect on AN and its Subsidiaries,
taken as a whole, or prevent AN from consummating the transactions contemplated
hereby or to impose any fines, forfeitures or other penalties on AN or its
Subsidiaries that would, individually or in the aggregate, have a Material
Adverse Effect on AN and its Subsidiaries, taken as a whole.

(c) Schedule 3.4(c) contains a true and complete list of each FCC permit
and FCC license issued in the name of AN, or any of its Subsidiaries as of May
9, 1996. Schedule 3.4(c) also contains a true and complete list of all licenses,
certificates, consents, permits, approvals and authorizations pending before or
issued by any State Authority (the "AN State Certificates").

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SECTION 3.5 SEC Reports and Financial Statements. AN and its Subsidiaries
have filed with the SEC all forms, reports, schedules, statements, and other
documents required to be filed by them with the SEC (as such documents have been
amended since the time of their filing, collectively, the "AN SEC Documents"),
and have filed all exhibits required to be filed with AN SEC Documents. As of
their respective dates or, if amended, as of the date of the last such
amendment, AN SEC Documents, including, without limitation, any financial
statements or schedules included therein, complied in all material respects with
the applicable requirements of the Securities Act and the Exchange Act, and did
not contain any untrue statement of a material fact or omit 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. None of AN's Subsidiaries is required to file any forms, reports or
other documents with the SEC pursuant to Section 12 or 15 of the Exchange Act.
The financial statements of AN included in AN's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 (including the related notes thereto)
and for the quarter ended March 31, 1996, copies of which have been provided to
MC (together, the "AN Financial Statements"), have been prepared from, and are
in accordance with, the books and records of AN and its consolidated
Subsidiaries, comply in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with United States generally
accepted accounting principles ("GAAP") applied on a consistent basis throughout
the periods involved (except as may be indicated in the notes thereto and
subject, in the case of unaudited interim financial statements, to normal
year-end adjustments), and fairly present the consolidated financial position
and the consolidated results of operations and cash flows of AN and its
consolidated Subsidiaries as at the dates thereof or for the periods presented
therein.

SECTION 3.6 No Undisclosed Liabilities. Except (i) as disclosed in AN SEC
Documents, (ii) as set forth in Schedule 3.6, (iii) AN Pending Transactions, and
(iv) for liabilities incurred in the ordinary course of business and consistent
with past practice, and liabilities incurred in connection with the consummation
of the transactions contemplated hereby (none of which, individually or in the
aggregate, is reasonably likely to have a Material Adverse Effect on AN and its
Subsidiaries, taken as a whole), since December 31, 1995, neither AN nor any of
its Subsidiaries has incurred any liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) which would be required by
GAAP to be reflected on a consolidated balance sheet of AN and its Subsidiaries
(including the notes thereto), and, which individually or in the aggregate, is
reasonably likely to have a Material Adverse Effect on AN and its Subsidiaries,
taken as a whole.

SECTION 3.7 Absence of Certain Changes. Except as contemplated by this
Agreement, for AN Pending Transactions, or as disclosed in the AN SEC Documents
or in Schedule 3.7 hereto, since December 31, 1995, (i) AN and its Subsidiaries
have conducted their respective businesses only in the ordinary course of
business and consistent with past practice, (ii) there has not been any change
in the business, properties, assets, liabilities, financial condition, cash
flows, operations, licenses, franchises or results of operations of AN or its
Subsidiaries which has had a Material Adverse Effect on AN and its Subsidiaries,
taken as a whole, and (iii) there has not been any action taken by AN or its
Subsidiaries of a type described in clauses (ii) through (xvii) of Section
5.1(a).

SECTION 3.8 Employee Benefit Plans; ERISA; Labor. (a) Schedule 3.8 hereto
sets forth (i) a list of all employee benefit plans (including but not limited
to plans described in section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA")), maintained by AN, any of its Subsidiaries or
any trade or business, whether or not incorporated (an "AN ERISA Affiliate"),
which together with AN would be deemed a "single employer" within the meaning of
section 4001(b)(1) of ERISA ("AN Benefit Plans") and (ii) all employment,
retention, and severance agreements with employees of AN and its Subsidiaries
("AN Employee Agreements"). True and complete copies of all current AN Benefit
Plans and Employee Agreements have been provided to MC by AN.

(b) With respect to each AN Benefit Plan: (i) if intended to qualify under
section 401(a) or 401(k) of the Code, such plan has received a determination
letter from the Internal Revenue Service ("IRS") stating that it so qualifies
and that its trust is exempt from taxation under section 501(a) of the Code, no
such determination letter has been revoked and no such revocation has been
threatened, nothing has occurred that could reasonably be expected to cause the
relevant AN Benefit Plan to lose such qualification or exemption;

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(ii) such plan has been administered in all material respects in accordance with
its terms and applicable law, including state and federal securities laws; (iii)
no breaches of fiduciary duty by AN, or, to AN's knowledge, by any other person,
have occurred that might reasonably be expected to give rise to material
liability on the part of AN or any AN ERISA Affiliate; (iv) no disputes are
pending, or, to the knowledge of AN, threatened that might reasonably be
expected to give rise to material liability on the part of AN or any AN ERISA
Affiliate; (v) no prohibited transaction (within the meaning of Section 406 of
ERISA) has occurred that might reasonably be expected to give rise to material
liability on the part of AN or any AN ERISA Affiliate; (vi) all contributions
required to be made to such plan as of the date hereof (taking into account any
extensions for the making of such contributions) have been made in full; (vii)
to AN's knowledge, no AN Benefit Plans are presently under audit or examination
(nor has notice been received of a potential audit or examination) by the IRS,
Department of Labor, or any other governmental agency or entity, and no matters
are pending with respect to any AN Benefit Plan under the IRS's Voluntary
Compliance Resolution program, its Closing Agreement Program, or other similar
programs; and (viii) all monies withheld from employee paychecks with respect to
Benefit Plans have been transferred to the appropriate plan in accordance with
the terms of such plan.

(c) No AN Benefit Plan is a "multiemployer pension plan," as defined in
section 3(37) of ERISA, nor is any AN Benefit Plan a plan described in section
4063(a) of ERISA. No AN Benefit Plan is or has been subject to Title IV of
ERISA.

(d) No liability under Title IV of ERISA has been incurred by AN or any AN
ERISA Affiliate (whether direct, indirect, actual, or contingent, and including,
without limitation, withdrawal liability to a multiemployer plan), and no
condition exists that presents a material risk to AN or any AN ERISA Affiliate
of incurring a material liability under such Title. No AN Benefit Plan has
incurred an accumulated funding deficiency, as defined in section 302 of ERISA
or section 312 of the Code, whether or not waived.

(e) With respect to each AN Benefit Plan that is a "welfare plan" (as
defined in section 3(1) of ERISA), no such plan provides medical or death
benefits with respect to current or former employees of AN or any of its
Subsidiaries beyond their termination of employment (other than to the extent
required by applicable law). All group health plans of AN and AN ERISA
Affiliates have been operated in material compliance with the requirements of
Section 4980B (and its predecessor) and 5000 of the Code, and AN and AN ERISA
Affiliates have provided to individuals entitled thereto all required notices
and coverage pursuant to Section 4980B, except to the extent that failure to
provide such notice or coverage is not reasonably likely to result, individually
or in the aggregate, in a Material Adverse Effect on AN and its Subsidiaries,
taken as a whole.

(f) No AN Benefit Plan, plan documentation or agreement, summary plan
description or other written communication distributed generally to employees of
AN or its Subsidiaries by its terms prohibits the amendment or termination of
any such AN Benefit Plan.

(g) As of the date hereof, except for AN Employee Agreements and AN Option
Plans, AN and its Subsidiaries are not parties to any (i) agreement with any
director, executive officer or other key employee of AN or its Subsidiaries (A)
the benefits of which are contingent, or the terms of which are materially
altered, upon the occurrence of a transaction involving AN or its Subsidiaries
of the nature of any of the transactions contemplated by this Agreement, (B)
providing any term of employment or compensation guarantee or (C) providing
severance benefits or other benefits after the termination of employment of such
director, executive officer or key employee; (ii) agreement, plan or arrangement
under which any person may receive payments from AN or its Subsidiaries that may
be subject to the tax imposed by Section 4999 of the Code or included in the
determination of such person's "parachute payment" under Section 280G of the
Code; and (iii) agreement or plan binding AN or its Subsidiaries, including
without limitation any stock option plan, stock appreciation right plan,
restricted stock plan, stock purchase plan, severance benefit plan or employee
benefit plan, any of the benefits of which will be increased, or the vesting of
the benefits of which will be accelerated, by the occurrence of any of the
transactions contemplated by this Agreement or the value of any of the benefits
of which will be calculated on the basis of any of the transactions contemplated
by this Agreement.

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(h) As of the date hereof, no collective bargaining agreement is binding
and in force against AN or its Subsidiaries or is currently under negotiation,
and no current employees of AN or its Subsidiaries are represented by any labor
union. As of the date hereof, to AN's knowledge, no labor representation effort
exists with respect to AN or its Subsidiaries.

SECTION 3.9 Litigation. Schedule 3.9 hereto sets forth each suit, action
or proceeding pending (as to which AN has received notice), or, to the knowledge
of AN, threatened against AN, any of its Subsidiaries, or any of their
properties or assets on the date hereof. Except as set forth on Schedule 3.9,
none of the foregoing, individually or in the aggregate, is reasonably likely to
have a Material Adverse Effect on AN and its Subsidiaries, taken as a whole, if
resolved adversely to AN or its Subsidiaries. As of the date hereof, neither AN
nor any of its Subsidiaries, nor any of their respective properties, is subject
to any order, writ, judgment, injunction, decree, determination or award having,
or which would have, a Material Adverse Effect on AN and its Subsidiaries, taken
as a whole, or which would prevent AN from consummating the transactions
contemplated hereby.

SECTION 3.10 No Default; Compliance with Applicable Laws. Neither AN nor
any of its Subsidiaries is in default or violation in any material respect of
any term, condition or provision of (i) its respective Charter or By-laws or
other organizational documents, (ii) any AN Material Agreement or (iii) any
federal, state, local or foreign statute, law, ordinance, rule, regulation,
judgment, decree, order, concession, grant, franchise, permit or license or
other governmental authorization or approval applicable to AN or any of its
Subsidiaries or by which they or their respective assets may be bound (other
than matters addressed in Sections 3.4, 3.8, 3.9, 3.11, and 3.12), excluding
from the foregoing clauses (ii) and (iii), defaults or violations which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on AN and its Subsidiaries, taken as a whole, or prevent AN from
consummating the transactions contemplated hereby.

SECTION 3.11 Taxes. Except as set forth on Schedule 3.11:

(a) AN and its Subsidiaries have (i) duly and timely filed (or there
has been filed on their behalf) with the appropriate governmental
authorities all Tax Returns (as hereinafter defined) required to be filed
by them on or prior to the date hereof, other than those Tax Returns for
which extensions for filing have been obtained in a timely manner, and such
Tax Returns are true, correct and complete in all material respects, and
(ii) duly paid in full all Taxes (as hereinafter defined) shown to be due
on such Tax Returns or have provided adequate reserves in their financial
statements for any Taxes that have not been paid. There are no liens on any
of the assets of AN or any of its Subsidiaries that arose in connection
with any delinquency in paying any tax.

(b) As of the date hereof, there are no ongoing federal, state, local
or foreign audits or examinations of any Tax Return of AN or its
Subsidiaries.

(c) As of the date hereof, there are no outstanding requests,
agreements, consents or waivers to extend the statutory period of
limitations applicable to the assessment of any Taxes or deficiencies
against AN or any of its Subsidiaries (excluding extensions for filings
that have been timely obtained), and no power of attorney granted by either
AN or any of its Subsidiaries with respect to any Taxes is currently in
force.

(d) Neither AN nor any of its Subsidiaries is a party to any agreement
providing for the allocation or sharing of Taxes.

(e) "Taxes" shall mean any and all taxes, charges, fees, levies or
other assessments, including, without limitation, income, gross receipts,
excise, real or personal property, sales, withholding, social security,
occupation, use, service, service use, license, net worth, payroll,
franchise, transfer and recording taxes, fees and charges, imposed by the
Internal Revenue Service or any taxing authority (whether domestic or
foreign including, without limitation, any state, county, local or foreign
government or any subdivision or taxing agency thereof (including a United
States possession)), whether computed on a separate, consolidated, unitary,
combined or any other basis; and such term shall include any interest
whether paid or received, fines, penalties or additional amounts
attributable to, or imposed upon, or with respect to, any such taxes,
charges, fees, levies or other assessments. "Tax Return" shall mean any
report,

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return, document, declaration or other information or filing required to be
supplied to any taxing authority or jurisdiction (foreign or domestic) with
respect to Taxes.

SECTION 3.12 Environmental Matters. (a) AN and its Subsidiaries have
complied in all respects with all applicable Environmental Laws (as defined
below), except to the extent that any failure to comply is not reasonably likely
to have, individually or in the aggregate, a Material Adverse Effect on AN and
its Subsidiaries, taken as a whole. There is no pending or, to the knowledge of
AN, threatened, civil or criminal litigation, written notice or violation,
formal administrative proceeding or investigation, inquiry or information
request by any Governmental Entity relating to any Environmental Law involving
AN or any of its Subsidiaries or any of their properties. For purposes of this
Agreement, "Environmental Law" means any foreign, federal, state or local law,
statute, rule or regulation or the common law relating to the environment or
occupational health and safety, including without limitation any statute,
regulation or order pertaining to (i) treatment, storage, disposal, generation
or transportation of industrial, toxic or hazardous substances or solid or
hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil
contamination; (iv) the release or threatened release into the environment of
industrial, toxic or hazardous substances, or solid or hazardous waste,
including without limitation emissions, discharges, injections, spills, escapes
or dumping of pollutants, contaminants or chemicals; (v) the protection of
wildlife, marine sanctuaries and wetlands, including without limitation all
endangered and threatened species; (vi) storage tanks, vessels and containers;
(vii) underground and other storage tanks or vessels, abandoned, disposed or
discarded barrels, containers and other closed receptacles; (viii) health and
safety of employees and other persons; and (ix) manufacture, processing, use,
distribution, treatment, storage, disposal, transportation or handling of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or oil or petroleum products or solid or hazardous waste. As used above, the
terms "release" and "environment" shall have the meaning set forth in the
federal Comprehensive Environmental Response, Compensation and Liability Act of
1980 ("CERCLA").

(b) With the exception of releases that are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on AN and its
Subsidiaries, taken as a whole, there have been no releases of any Materials of
Environmental Concern (as defined below) into the environment by AN or any of
its Subsidiaries, or, to the knowledge of AN, by any other party at any parcel
of real property or any facility formerly or currently owned, operated or
controlled by AN or any of its Subsidiaries. For purposes of this Agreement,
"Materials of Environmental Concern" means any chemicals, pollutants or
contaminants, hazardous substances (as such term is defined under CERCLA), solid
wastes and hazardous wastes (as such terms are defined under the federal
Resource Conservation and Recovery Act), toxic materials, oil or petroleum and
petroleum products, or any other material subject to regulation under any
Environmental Law.

SECTION 3.13 Insurance. AN and the Subsidiaries maintain adequate
insurance with respect to the their respective businesses and are in compliance
with all material requirements and provisions thereof.

SECTION 3.14 Offer Documents; Proxy Statement; Registration Statement;
Other Information. The information with respect to AN, its officers and
directors and its Subsidiaries (i) to be contained in the Schedule 14D-9, (ii)
supplied in writing by AN for inclusion in the Offer Documents, (iii) to be
contained in the definitive joint Proxy Statement to be furnished to the
respective shareholders of AN and the stockholders of MC pursuant to Section 5.2
and which will form a part of MC's Registration Statement on Form S-4 (the
"Registration Statement") to be filed with the SEC and will constitute a
prospectus of MC with respect to the MC Shares to be issued in the Merger (the
"Proxy Statement"), and (iv) to be contained in the Registration Statement will
not, on the respective dates on which (A) the Schedule 14D-9, the Offer
Documents or any amendment or supplement thereto are filed with the SEC (in the
case of each respective document), (B) the Proxy Statement is first mailed to
shareholders of AN and MC or on the date of the stockholders' meetings referred
to in Section 5.2 (in the case of the Proxy Statement), (C) the Registration
Statement becomes effective (in the case of the Registration Statement), and (D)
in the case of the Proxy Statement and the Registration Statement, as such Proxy
Statement or Registration Statement is then amended or supplemented, at the
Effective Time, contain any untrue statement of a material fact or omit 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, or necessary to correct any statement made by AN in any
earlier filing with the SEC or any amendment thereto or any earlier
communication made by AN

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(including the Proxy Statement) to shareholders of AN with respect to the
Merger. When the Proxy Statement or any amendment or supplement thereto shall be
mailed, and at the time of each meeting and at the Effective Time, the Proxy
Statement will comply as to form with all applicable laws including the
provisions of the Securities Act and the Exchange Act and the rules and
regulations promulgated thereunder. If at any time prior to the Effective Time
any event with respect to AN, its officers and directors and its Subsidiaries
should occur which is or should be described in an amendment of, or a supplement
to, the Proxy Statement or the Registration Statement, AN shall promptly so
inform MC and such event shall be so described in an amendment or supplement to
the Proxy Statement and such information in such amendment or supplement will
not contain any untrue statement of a material fact or omit to state any
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, or necessary to correct any statement made by AN in any earlier
filing with the SEC of such Proxy Statement, or any amendment or supplement
thereto, or any earlier communication to shareholders of AN with respect to the
Merger.

SECTION 3.15 Transactions with Affiliates. Except as set forth in the AN
SEC Documents or on Schedule 3.15, since December 31, 1995, neither AN nor any
of its Subsidiaries has entered into any transaction with any current director
or officer of AN or any Subsidiary or any transaction which would be subject to
proxy statement disclosure under the Exchange Act pursuant to the requirements
of Item 404 of Regulation S-K.

SECTION 3.16 Brokers. Other than the AN Financial Advisor, no broker,
finder or investment banker is entitled to any brokerage, finder's or other fee
or commission from AN in connection with the transactions contemplated by this
Agreement. AN has informed MC of the compensation to be paid by AN to the AN
Financial Advisor.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MC

MC represents and warrants to AN as follows:

SECTION 4.1 Organization. (a) Each of MC and its Subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and has all requisite corporate power
and authority and all necessary governmental approvals to own, lease and operate
its properties and to carry on its business as now being conducted, except where
the failure to be so organized, existing and in good standing or to have such
power, authority, and governmental approvals would not have a Material Adverse
Effect on MC and its Subsidiaries taken as a whole. MC and each of its
Subsidiaries is duly qualified or licensed to do business and in good standing
in each jurisdiction in which the property owned, leased or operated by it or
the nature of the business conducted by it makes such qualification or licensing
necessary, except where the failure to be so duly qualified or licensed and in
good standing would not, individually or in the aggregate, have a Material
Adverse Effect on MC and its Subsidiaries, taken as a whole, or prevent MC from
consummating any of the transactions contemplated hereby.

(b) MC has heretofore made available to AN a complete and correct copy of
the Certificate of Incorporation and By-Laws or other organizational documents
of MC and the organizational documents of each of its Subsidiaries, as currently
in effect. Each such document is in full force and effect and no other
organizational documents are applicable to or binding upon MC or any Subsidiary.

(d) At the time of issuance (i) the MC Shares and VCRs issued pursuant to
the Merger or the Shareholders' Agreement will be duly authorized and validly
issued, and the MC Shares will be fully paid and nonassessable and not subject
to preemptive (or similar) rights; and (ii) the VCRs will represent unsecured
obligations of MC ranking pari passu with all general obligations of MC.

SECTION 4.2 Capitalization. (a) The authorized capital stock of MC
consists of 26,000,000 shares of common stock and 1,000,000 shares of preferred
stock, par value $.01 per share. Schedule 4.2 sets forth the

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(i) the number of issued and outstanding MC Shares as of the date hereof; (ii)
the number of MC Shares that would be issuable by MC upon the exercise of all
unexpired options to purchase MC Shares ("MC Options"), and date of vesting
thereof, (iii) all MC Shares that would be issuable by MC pursuant to or in
connection with each of the acquisition agreements or transactions identified in
Schedule 4.2 (the "MC Pending Transactions"); and (iv) all other MC Shares
issuable to any person pursuant to any existing options, warrants, calls,
preemptive (or similar) rights, subscriptions or other rights, agreements,
arrangements or commitments of any character. As of the date hereof, no shares
of preferred stock are issued and outstanding or held in the treasury of MC, and
no MC Shares are held in the treasury of MC. MC has taken all necessary
corporate and other action to authorize and reserve and to permit it to issue MC
Shares which may be issued pursuant to MC Options or the transactions
contemplated hereby. There is no Voting Debt of MC or any of its Subsidiaries
issued and outstanding. Except as set forth in Schedule 4.2, as of the date
hereof, (i) there are no shares of capital stock of MC authorized, issued or
outstanding, (ii) there are no existing options, warrants, calls, preemptive (or
similar) rights, subscriptions or other rights, agreements, arrangements or
commitments of any character, relating to the issued or unissued capital stock
of MC or any of its Subsidiaries, obligating MC or any of its Subsidiaries to
issue, transfer or sell or cause to be issued, transferred or sold any shares of
capital stock or Voting Debt of, or other equity interest in, MC or any of its
Subsidiaries or securities convertible into or exchangeable for such shares or
equity interest or obligations of MC or any of its Subsidiaries, and (iii) there
are no outstanding contractual obligations of MC or any of its Subsidiaries to
repurchase, redeem or otherwise acquire any MC Shares, or capital stock of MC or
any Subsidiary or affiliate of MC.

(b) All of the outstanding shares of capital stock of each of MC's
Subsidiaries are beneficially owned by MC, directly or indirectly, free and
clear of all security interests, liens, claims, pledges, agreements, limitations
on voting rights, charges or other encumbrances of any nature whatsoever, other
than liens in favor of Toronto Dominion Bank or First National Bank of Boston.

(c) Except for (i) the Voting Agreement dated August 31, 1994, as amended,
which has been terminated effective at the Effective Time, and (ii) the Brock
Voting Agreement dated May 15, 1996, there are no voting trusts or other
agreements or understandings to which MC or any of its Subsidiaries is a party
with respect to the voting of the capital stock of MC or any of its
Subsidiaries. None of MC or its Subsidiaries is required to redeem, repurchase
or otherwise acquire shares of capital stock of MC, or any of its Subsidiaries,
respectively, as a result of the transactions contemplated by this Agreement.

SECTION 4.3 Authorization; Validity of Agreement; MC Action. (a) MC has
full corporate power and authority to execute and deliver this Agreement and the
Shareholders' Agreement and to consummate the transactions contemplated hereby
and thereby. The execution, delivery and performance by MC of this Agreement and
the Shareholders' Agreement, and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by the Board of
Directors of MC and no other corporate action on the part of MC is necessary to
authorize the execution and delivery by MC of this Agreement and the
Shareholders' Agreement and the consummation by it of the transactions
contemplated hereby and thereby (other than, with respect to the Merger, the
adoption of this Agreement by the affirmative vote of the holders of a majority
of the outstanding MC Shares). This Agreement and the Shareholders' Agreement
have been duly executed and delivered by MC and (assuming due and valid
authorization, execution and delivery hereof by the other parties hereto and
thereto) are valid and binding obligations of MC enforceable against MC in
accordance with their terms, except that (i) such enforcement may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws, now or hereafter in effect, affecting creditors' rights generally, and
(ii) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.

(b) The Board of Directors of MC also has approved the transactions
contemplated by this Agreement, the Shareholders' Agreement and the MC Voting
Agreement so as to render inapplicable thereto the provisions of Section 203 of
the DGCL.

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SECTION 4.4 Consents and Approvals; No Violations; Licenses. (a) Neither
the execution, delivery or performance of this Agreement or the Shareholders'
Agreement by MC nor the consummation by MC of the transactions contemplated
hereby or thereby nor compliance by MC with any of the provisions hereof or
thereof will (i) conflict with or result in any breach of any provision of the
Certificate of Incorporation or By-Laws or other organizational documents of MC
or of any of its Subsidiaries, (ii) require on the part of MC any filing with,
or permit, authorization, consent or approval of, any Governmental Entity except
for (A) filings, permits, authorizations, consents and approvals as may be
required under, and other applicable requirements of, the Exchange Act, the HSR
Act, the FCC, the Communications Act, state public utility or public service
laws, the Securities Act, the DGCL, the TBCA, state or foreign laws relating to
takeovers, state securities or blue sky laws, and the laws of other states in
which MC is qualified to do or is doing business, or (B) where the failure to
obtain such permits, authorizations, consents or approvals or to make such
filings, individually or in the aggregate, would not have a Material Adverse
Effect on MC and its Subsidiaries, taken as a whole, or prevent MC from
consummating the transactions contemplated hereby, (iii) except as disclosed on
Schedule 4.4, result in a violation or breach of, or constitute (with or without
due notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, lease, license, contract,
agreement or other instrument or obligation to which MC or any of its
Subsidiaries is a party or by which any of them or any of their properties or
assets may be bound and which has been included as an exhibit to MC's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 (the "MC
Material Agreements") or (iv) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to MC, any of its Subsidiaries or any of
their properties or assets, excluding from the foregoing clauses (iii) and (iv)
such violations, breaches or defaults which would not, individually or in the
aggregate, have a Material Adverse Effect on MC and its Subsidiaries, taken as a
whole, or prevent MC from consummating the transactions contemplated hereby.

(b) MC or one of its Subsidiaries holds all licenses, permits,
certificates, franchises, ordinances, registrations, or other rights,
applications and authorizations filed with, granted or issued by, or entered by
any Governmental Entity, including without limitation, the FCC, or any State
Authority, that are required for the conduct of their businesses as now being
conducted, except for those the absence of which would not individually or in
the aggregate have a Material Adverse Effect on MC and its Subsidiaries, taken
as a whole (collectively, "MC Licenses"). The MC Licenses are valid, in full
force and effect, and the terms of said MC Licenses are not subject to any
restrictions or conditions that materially limit or would materially limit the
operations of the business of MC or any of its Subsidiaries as presently
conducted, other than restrictions or conditions generally applicable to
licenses of that type. The MC Licenses granted, issued or entered by the FCC are
subject to the Communications Act. There are no proceedings pending or, to the
best knowledge of MC, complaints or petitions by others, or threatened
proceedings, before the FCC or any other Governmental Entity relating to the
business or operations of MC or any of its Subsidiaries or the MC Licenses, and
there are no facts or conditions that reasonably could be expected to constitute
grounds for the FCC to revoke, terminate, suspend, deny, annul, or impose
conditions on any renewal of any MC Licenses, that would, individually or in the
aggregate, have a Material Adverse Effect on MC and its Subsidiaries, taken as a
whole, or prevent MC from consummating the transactions contemplated hereby or
to impose any fines, forfeitures or other penalties on MC or its Subsidiaries
that would, individually or in the aggregate, have a Material Adverse Effect on
MC and its Subsidiaries, taken as a whole.

SECTION 4.5 SEC Reports and Financial Statements. MC and its Subsidiaries
have filed with the SEC all forms, reports, schedules, statements, and other
documents required to be filed by them with the SEC (as such documents have been
amended since the time of their filing, collectively, the "MC SEC Documents"),
and have filed all exhibits required to be filed with MC SEC Documents. As of
their respective dates or, if amended, as of the date of the last such
amendment, MC SEC Documents, including, without limitation, any financial
statements or schedules included therein, complied in all material respects with
the applicable requirements of the Securities Act and the Exchange Act, and did
not contain any untrue statement of a material fact or omit 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. None of MC's Subsidiaries is required to file any forms, reports or
other documents with the SEC pursuant to Section 12 or 15 of the Exchange Act.
The financial statements of MC included in MC's Annual Report on Form 10-K for

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the fiscal year ended December 31, 1995 (including the related notes thereto)
and for the quarter ended March 31, 1996, copies of which have been furnished to
AN (together, the "MC Financial Statements"), have been prepared from, and are
in accordance with, the books and records of MC and its consolidated
Subsidiaries, comply in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with GAAP applied on a
consistent basis throughout the periods involved (except as may be indicated in
the notes thereto and subject, in the case of unaudited interim financial
statements, to normal year-end adjustments), and fairly present the consolidated
financial position and the consolidated results of operations and cash flows of
MC and its consolidated Subsidiaries as at the dates thereof or for the periods
presented therein.

SECTION 4.6 No Undisclosed Liabilities. Except (i) as disclosed in MC SEC
Documents, (ii) set forth in Schedule 4.6, (iii) MC Pending Transactions, and
(iv) for liabilities incurred in the ordinary course of business and consistent
with past practice, and liabilities incurred in connection with the consummation
of the transactions contemplated hereby (none of which, individually or in the
aggregate, is reasonably likely to have a Material Adverse Effect on MC and its
Subsidiaries, taken as a whole), since December 31, 1995, neither MC nor any of
its Subsidiaries has incurred any liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) which would be required by
GAAP to be reflected on a consolidated balance sheet of MC and its Subsidiaries
(including the notes thereto), and which individually or in which the aggregate,
is reasonably likely to have a Material Adverse Effect on MC and its
Subsidiaries, taken as a whole.

SECTION 4.7 Absence of Certain Changes. Except as contemplated by this
Agreement, for MC Pending Transactions, or as disclosed in MC SEC Documents or
in Schedule 4.7 hereto, since December 31, 1995, (i) MC and its Subsidiaries
have conducted their respective businesses only in the ordinary course of
business and consistent with past practice, (ii) there has not been any change
in the business, properties, assets, liabilities, financial condition, cash
flows, operations, licenses, franchises or results of operations of MC or its
Subsidiaries which has had a Material Adverse Effect on MC and its Subsidiaries,
taken as a whole, and (iii) there has not been any action taken by MC or its
Subsidiaries of a type described in clauses (i) through (ix) of Section 5.1(b).

SECTION 4.8 Employee Benefit Plans; ERISA; Labor. (a) Schedule 4.8 hereto
sets forth (i) a list of all employee benefit plans (including but not limited
to plans described in section 3(3) of ERISA), maintained by MC, any of its
Subsidiaries or any trade or business, whether or not incorporated (a "MC ERISA
Affiliate"), which together with MC would be deemed a "single employer" within
the meaning of section 4001(b)(1) of ERISA ("MC Benefit Plans") and (ii) all
employment, retention, and severance agreements with employees of MC and its
Subsidiaries ("MC Employee Agreements"). True and complete copies of all current
MC Benefit Plans and MC Employee Agreements have been made available to AN.

(b) With respect to each MC Benefit Plan: (i) if intended to qualify under
section 401(a) or 401(k) of the Code, such plan has received a determination
letter from the IRS stating that it so qualifies and that its trust is exempt
from taxation under section 501(a) of the Code, no such determination letter has
been revoked and no such revocation has been threatened, nothing has occurred
that could reasonably be expected to cause the relevant MC Benefit Plan to lose
such qualification or exemption; (ii) such plan has been administered in all
material respects in accordance with its terms and applicable law, including
state and federal securities laws; (iii) no breaches of fiduciary duty by MC,
or, to MC's knowledge, by any other person have occurred that might reasonably
be expected to give rise to material liability on the part of MC or any MC ERISA
Affiliate; (iv) no disputes are pending, or, to the knowledge of MC, threatened
that might reasonably be expected to give rise to material liability on the part
of MC or any MC ERISA Affiliate; (v) no prohibited transaction (within the
meaning of Section 406 of ERISA) has occurred that might reasonably be expected
to give rise to material liability on the part of MC or any MC ERISA Affiliate;
(vi) all contributions required to be made to such plan as of the date hereof
(taking into account any extensions for the making of such contributions) have
been made in full; (vii) to MC's knowledge, no MC Benefit Plans are presently
under audit or examination (nor has notice been received of a potential audit or
examination) by the IRS, Department of Labor, or any other governmental agency
or entity, and no matters are pending with respect to any Benefit Plan under the
IRS's Voluntary Compliance Resolution program, its Closing Agreement Program,

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or other similar programs; and (viii) all monies withheld with respect to MC
Benefit Plans have been transferred to the appropriate plan in accordance with
the terms of such plan.

(c) No MC Benefit Plan is a "multiemployer pension plan," as defined in
section 3(37) of ERISA, nor is any MC Benefit Plan a plan described in section
4063(a) of ERISA. No MC Benefit Plan is or has been subject to Title IV of
ERISA.

(d) No liability under Title IV of ERISA has been incurred by MC or any MC
ERISA Affiliate (whether direct, indirect, actual, or contingent, and including,
without limitation, withdrawal liability to a multiemployer plan), and no
condition exists that presents a material risk to MC or any MC ERISA Affiliate
of incurring a material liability under such Title. No MC Benefit Plan has
incurred an accumulated funding deficiency, as defined in section 302 of ERISA
or section 312 of the Code, whether or not waived.

(e) With respect to each MC Benefit Plan that is a "welfare plan" (as
defined in section 3(1) of ERISA), no such plan provides medical or death
benefits with respect to current or former employees of MC or any of its
Subsidiaries beyond their termination of employment (other than to the extent
required by applicable law). All group health plans of MC and MC ERISA
Affiliates have been operated in material compliance with the requirements of
Section 4980B (and its predecessor) and 5000 of the Code, and MC and MC ERISA
Affiliates have provided, or will have provided prior to the Effective Date, to
individuals entitled thereto all required notices and coverage pursuant to
Section 4980B, except to the extent that failure to provide such notice or
coverage is not reasonably likely to result, individually or in the aggregate,
in a Material Adverse Effect on MC and its Subsidiaries, taken as a whole.

(f) No MC Benefit Plan, plan documentation or agreement, summary plan
description or other written communication distributed generally to employees of
MC or its Subsidiaries by its terms prohibits the amendment or termination of
any such Benefit Plan.

(g) As of the date hereof, except for MC Employee Agreements or as
described in MC SEC Documents, MC and its Subsidiaries are not parties to any
(i) agreement with any director, executive officer or other key employee of MC
or its Subsidiaries (A) the benefits of which are contingent, or the terms of
which are materially altered, upon the occurrence of a transaction involving MC
or its Subsidiaries of the nature of any of the transactions contemplated by
this Agreement, (B) providing any term of employment or compensation guarantee
or (C) providing severance benefits or other benefits after the termination of
employment of such director, executive officer or key employee; (ii) agreement,
plan or arrangement under which any person may receive payments from MC or its
Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code
or included in the determination of such person's "parachute payment" under
Section 280G of the Code; and (iii) agreement or plan binding MC or its
Subsidiaries, including without limitation any stock option plan, stock
appreciation right plan, restricted stock plan, stock purchase plan, severance
benefit plan or employee benefit plan, any of the benefits of which will be
increased, or the vesting of the benefits of which will be accelerated, by the
occurrence of any of the transactions contemplated by this Agreement or the
value of any of the benefits of which will be calculated on the basis of any of
the transactions contemplated by this Agreement.

(h) As of the date hereof, no collective bargaining agreement is binding
and in force against MC or its Subsidiaries or is currently under negotiation,
and no current employees of MC or its Subsidiaries are represented by any labor
union. As of the date hereof, to MC's knowledge, no labor representation effort
exists with respect to MC or its Subsidiaries.

SECTION 4.9 Litigation. Schedule 4.9 hereto sets forth each suit, action
or proceeding pending (as to which MC has received notice), or, to the knowledge
of MC, threatened against MC, any of its Subsidiaries, or their properties or
assets on the date hereof. Except as set forth on Schedule 4.9 hereto, none of
the foregoing, individually or in the aggregate, is reasonably likely to have a
Material Adverse Effect on MC and its Subsidiaries, taken as a whole, if
resolved adversely to MC or its Subsidiaries. As of the date hereof, neither MC
nor any of its Subsidiaries, nor any of their respective properties, is subject
to any order, writ, judgment, injunction, decree, determination or award having,
or which would have, a Material Adverse Effect on MC

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and its Subsidiaries, taken as a whole, or which would prevent MC from
consummating the transactions contemplated hereby.

SECTION 4.10 No Default; Compliance with Applicable Laws. Neither MC nor
any of its Subsidiaries is in default or violation in any material respect of
any term, condition or provision of (i) its respective Certificate of
Incorporation or By-laws or other organizational documents, (ii) any MC Material
Agreement or (iii) any federal, state, local or foreign statute, law, ordinance,
rule, regulation, judgment, decree, order, concession, grant, franchise, permit
or license or other governmental authorization or approval applicable to MC or
any of its Subsidiaries or by which they or their respective assets may be bound
(other than matters addressed in Sections 4.4, 4.8, 4.9, 4.10, 4.11, and 4.12),
excluding from the foregoing clauses (ii) and (iii), defaults or violations
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on MC and its Subsidiaries, taken as a whole, or prevent
MC from consummating the transactions contemplated hereby.

SECTION 4.11 Taxes. Except as set forth on Schedule 4.11:

(a) MC and its Subsidiaries have (i) duly and timely filed (or there
has been filed on their behalf) with the appropriate governmental
authorities all Tax Returns (as hereinafter defined) required to be filed
by them on or prior to the date hereof, other than those Tax Returns for
which extensions for filing have been obtained in a timely manner, and such
Tax Returns are true, correct and complete in all material respects, and
(ii) duly paid in full all Taxes (as hereinafter defined) shown to be due
on such Tax Returns or have provided adequate reserves in their financial
statements for any Taxes that have not been paid. There are no liens on any
of the assets of MC or any of its Subsidiaries that arose in connection
with any delinquency in paying any Tax.

(b) As of the date hereof, there are no ongoing federal, state, local
or foreign audits or examinations of any Tax Return of MC or its
Subsidiaries.

(c) As of the date hereof, there are no outstanding requests,
agreements, consents or waivers to extend the statutory period of
limitations applicable to the assessment of any Taxes or deficiencies
against MC or any of its Subsidiaries (excluding extensions for filings
that have been timely obtained), and no power of attorney granted by either
MC or any of its Subsidiaries with respect to any Taxes is currently in
force.

(d) Neither MC nor any of its Subsidiaries is a party to any agreement
providing for the allocation or sharing of Taxes.

SECTION 4.12 Environmental Matters. (a) MC and its Subsidiaries have
complied in all material respects with all applicable Environmental Laws, except
to the extent that any failure to comply is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on MC and its
Subsidiaries, taken as a whole. There is no pending or, to the knowledge of MC,
threatened, civil or criminal litigation, written notice or violation, formal
administrative proceeding or investigation, inquiry or information request by
any Governmental Entity relating to any Environmental Law involving MC or any of
its Subsidiaries or any of their properties.

(b) With the exception of releases that are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on MC and its
Subsidiaries, taken as a whole, there have been no releases of any Materials of
Environmental Concern into the environment by MC or any of its Subsidiaries, or,
to the knowledge of MC, by any other party at any parcel of real property or any
facility formerly or currently owned, operated or controlled by MC or any of its
Subsidiaries.

SECTION 4.13 Insurance. MC and the Subsidiaries maintain adequate
insurance with respect to the their respective businesses and are in compliance
with all material requirements and provisions thereof.

SECTION 4.14 Offer Documents; Proxy Statement; Registration Statement;
Other Information. The information with respect to MC, its officers and
directors and its Subsidiaries (i) to be contained in the Offer Documents, (ii)
to be contained in the Proxy Statement; and (iii) to be contained in the
Registration Statement will not, on the respective dates on which (A) the Offer
Documents or any amendment or

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supplement thereto are filed with the SEC (in the case of each respective
document), (B) the Proxy Statement is first mailed to shareholders of AN and the
stockholders of MC or on the date of the stockholders' meetings referred to in
Section 5.2 (in the case of the Proxy Statement), (C) the Registration Statement
becomes effective (in the case thereof), and (D) in the case of the Proxy
Statement and the Registration Statement, as such Proxy Statement or
Registration Statement is then amended or supplemented, at the Effective Time,
contain any untrue statement of a material fact or omit 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, or necessary to correct any statement made by MC in any earlier
filing with the SEC of such Registration Statement or any amendment thereto
(including the Proxy Statement). When the Registration Statement or any
post-effective amendment thereto shall become effective and when the Proxy
Statement or any amendment or supplement thereto shall be mailed, and at the
time of each meeting and at the Effective Time, the Proxy Statement will comply
as to form with all applicable laws including the provisions of the Securities
Act and the Exchange Act and the rules and regulations promulgated thereunder.
If at any time prior to the Effective Time any event with respect to MC, its
officers and directors and its Subsidiaries should occur which is or should be
described in an amendment of, or a supplement to, the Proxy Statement or the
Registration Statement, MC shall promptly so inform AN and such event shall be
so described in an amendment or supplement to the Registration Statements and
such information in such amendment or supplement will not contain any untrue
statement of a material fact or omit to state any 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, or necessary to
correct any statement made by MC in any earlier filing with the SEC of such
Registration Statement, or any amendment or supplement thereto, or any earlier
communication to stockholders of MC with respect to the Merger.

SECTION 4.15 Transactions with Affiliates. Except as set forth in MC SEC
Documents or on Schedule 4.15, since December 31, 1995, neither MC nor any of
its Subsidiaries has entered into any transaction with any current director or
officer of MC or any Subsidiary or any transaction which would be subject to
proxy statement disclosure under the Exchange Act pursuant to the requirements
of Item 404 of Regulation S-K.

SECTION 4.16 Financing. MC has sufficient funds available (through
existing credit arrangements or otherwise) to purchase Shares pursuant to the
Offer and to pay all fees and expenses related to the transactions contemplated
by this Agreement.

SECTION 4.17 Share Ownership. As of the date hereof, neither MC nor any
of its affiliates beneficially owns any Shares.

SECTION 4.18 Brokers. Other than the MC Financial Advisor and Daniels &
Associates, L.P., no broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission from MC in connection with the
transactions contemplated by this Agreement. MC has informed AN of the
compensation to be paid by MC to the MC Financial Advisor and Daniels &
Associates, L.P.

ARTICLE V

COVENANTS

SECTION 5.1 Interim Operations of AN and MC. (a) AN covenants and agrees
that, except (w) as contemplated by this Agreement, (x) as set forth in Schedule
5.1(a) or Annex D, (y) as agreed in writing by MC, or (z) as contemplated by the
AN Pending Transactions, after the date hereof and prior the Effective Time:

(i) the business of AN and its Subsidiaries shall be conducted only
in, and AN and its Subsidiaries shall not take any action except in, the
ordinary and usual course of business and consistent with past practice,
and AN and its Subsidiaries shall use all reasonable efforts, consistent
with past practice, to maintain and preserve their business organizations,
assets, employees and advantageous business relations;

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(ii) AN will not, directly or indirectly, (A) sell, transfer or pledge
or agree to sell, transfer or pledge any Shares, preferred stock or capital
stock of any of its Subsidiaries beneficially owned by it, either directly
or indirectly; or (B) split, combine or reclassify the outstanding Shares
or any outstanding capital stock of any of the Subsidiaries of AN;

(iii) neither AN nor any of its Subsidiaries shall: (A) amend its
Charter or by-laws; (B) issue, grant, sell, pledge, dispose of or encumber
any shares of, or securities convertible into or exchangeable for, or
options, warrants, calls, commitments or rights of any kind to acquire, any
shares of capital stock of any class of AN or its Subsidiaries or any other
ownership interests (including but not limited to stock appreciation rights
or phantom stock), other than Shares reserved for issuance on the date
hereof pursuant to the exercise of AN Options outstanding on the date
hereof and options automatically granted pursuant to the 1992 Non-Qualified
Stock Option Plan; (C) with the exception of the existing liens in favor of
First National Bank of Chicago, transfer, lease, license, sell, mortgage,
pledge, dispose of, or encumber any material assets other than in the
ordinary and usual course of business and consistent with past practice;
(D) incur any indebtedness other than borrowings under existing agreements
or modify the terms of any indebtedness; (E) incur any material liability,
other than borrowings permitted by clause (D) above of money under existing
agreements or incurrence of other liabilities in the ordinary and usual
course of business and consistent with past practice; or (F) redeem,
purchase or otherwise acquire directly or indirectly any of its capital
stock;

(iv) AN will not declare, set aside or pay any dividend or other
distribution payable in cash, stock or property with respect to its capital
stock;

(v) neither AN nor any of its Subsidiaries shall modify, amend or
terminate any AN Material Agreements or waive, release or assign any
material rights or claims, except in the ordinary course of business and
consistent with past practice;

(vi) each of AN and its Subsidiaries shall maintain in full force and
effect such types and amounts of insurance issued by insurers of recognized
responsibility insuring it with respect to its respective business and
properties, in such amount and against such losses and risks as is usually
carried by persons engaged in the same or similar businesses;

(vii) neither AN nor any of its Subsidiaries shall; (A) except for or
on behalf of Subsidiaries, assume, guarantee, endorse or otherwise become
liable or responsible (whether directly, contingently or otherwise) for the
obligations of any other person; (B) make any loans, advances or capital
contributions to, or investments in, any other person (other than to
Subsidiaries of AN pursuant to AN's written obligations on the date
hereof), other than in the ordinary course of business and consistent with
past practice; or (C) enter into any commitment or transactions with
respect to any of the foregoing (including, but not limited to, any
borrowing, capital expenditure or purchase, sale or lease of assets);

(viii) neither AN nor any of its Subsidiaries shall change any of the
accounting methods used by it unless required by GAAP;

(ix) except as permitted by Section 5.1(a)(xi), neither AN nor any of
its Subsidiaries will adopt a plan of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or
other reorganization of AN or any of its Subsidiaries (other than the
Merger);

(x) neither AN nor any of its Subsidiaries will take, or agree to take
any action that would result in any of the conditions set forth herein or
in Annex A not being satisfied, unless the Board of Directors of AN makes a
determination in accordance with Section 5.9(f) below;

(xi) neither AN nor any of its Subsidiaries will acquire (by merger,
consolidation, or acquisition of stock or assets or otherwise) any
corporation, partnership or other business organization or division of any
such entity; provided, however, that AN may engage in such a transaction if
(i) AN notifies MC prior to entering into any such transaction, (ii) the
purchase price for each such transaction is payable only in cash and such
price does not exceed $5,000,000, and (iii) the purchase price for each
such transaction does not exceed eight times annualized EBITDA for the most
recent calendar quarter ended.

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(xii) neither AN nor any of its Subsidiaries will increase the
compensation or fringe benefits of any of its directors, officers or
employees, except for increases in compensation of employees of AN or its
Subsidiaries who are not executive officers or directors of AN in the
ordinary course of business and consistent with past practice, or grant any
severance or termination pay not currently required to be paid under
existing severance plans to, or enter into any employment, consulting or
severance agreement with, any present or former director, officer or other
employee of AN or any of its Subsidiaries, or establish, adopt, enter into
or amend or terminate any collective bargaining, bonus, profit sharing,
thrift, compensation, stock option, restricted stock, pension, retirement,
deferred compensation, termination, severance or other plan, agreement,
trust, fund, policy or arrangement for the benefit of any directors,
officers or employees, other than employment of non-executive officers in
the ordinary course of business and consistent with past practice;

(xiii) neither AN nor any of its Subsidiaries will make any material
tax election or settle or compromise any material federal, state, local or
foreign tax liability except for settlements that would not be material to
AN or do not otherwise materially impair the business of AN;

(xiv) neither AN nor any of its Subsidiaries will settle or compromise
any pending or threatened suit, action or claim, which settlement or
compromise is material or which relates to the transactions contemplated
hereby;

(xv) neither AN nor any of its Subsidiaries will pay, discharge or
satisfy any material claims, liabilities or obligations (absolute, accrued,
asserted or unasserted, contingent or otherwise), other than the payment,
discharge or satisfaction in the ordinary course of business and consistent
with past practice of liabilities (A) reflected or reserved against in the
financial statements of AN, (B) incurred in the ordinary course of business
and consistent with the past practice or (C) incurred in a manner not
otherwise prohibited under this Section 5.1(a);

(xvi) AN shall not effect a registration under the Securities Act with
respect to Shares held by any person and entity, other than the
registration on a Registration Statement on Form S-8 of Shares to be issued
pursuant to AN Options and the registration of Shares pursuant to
registration rights agreements in effect on the date hereof or pursuant to
the Shareholders' Agreement;

(xvii) neither AN nor any of its Subsidiaries will modify or amend any
AN Pending Transaction in any manner that would increase the consideration
payable pursuant to such transaction; and

(xviii) neither AN nor any of its Subsidiaries will authorize or enter
into an agreement to do any of the foregoing.

(b) MC covenants and agrees that except (w) as contemplated by this
Agreement or the Shareholders' Agreement, (x) as set forth in Schedule 5.1(b),
(y) as agreed in writing by AN, or (z) as contemplated by any MC Pending
Transactions, after the date hereof and prior to the Effective Time:

(i) MC will not (A) amend its Certificate of Incorporation or By-Laws;
or (B) redeem, purchase or otherwise acquire directly or indirectly any of
its capital stock, provided, that the Board of Directors of MC may adopt a
resolution to amend MC's Certificate of Incorporation to increase the
number of authorized MC Shares by 7,500,000, and if the Board of Directors
of MC declares that such amendment is advisable, the Board may submit such
resolution for a vote of the stockholders at the Meeting, and if such
amendment is approved at the Meeting, MC may so amend its Certificate of
Incorporation;

(ii) MC will not declare, set aside or pay any dividend or other
distribution payable in cash, stock or property with respect to its capital
stock;

(iii) MC will not, directly or indirectly, split, combine or
reclassify the outstanding MC Shares;

(iv) with the exception of the existing liens in favor of Toronto
Dominion Bank and the First National Bank of Boston, neither MC nor any of
its Subsidiaries will issue, sell, pledge, dispose of or encumber any
shares of, or securities convertible into or exchangeable for, or options,
warrants, calls, commitments or rights of any kind to acquire, any shares
of capital stock of any class of MC or its

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Subsidiaries, other than (A) issuances of MC Shares reserved for issuance
on the date hereof upon exercise of MC Options outstanding on the date
hereof, (B) issuances by MC of MC Shares or other securities for the fair
market value of such MC Shares or other securities at the time of such
issuance, provided, that the issuance of MC Shares pursuant to an
acquisition agreement with a third party on terms negotiated on an arms'
length basis or the issuance of other securities convertible into MC Shares
to an unaffiliated third party on terms negotiated on an arms' length basis
shall be deemed for purposes hereof the issuance of MC Shares at the fair
market value of such MC Shares, and (C) the granting (and issuance of MC
Shares upon exercise) of options pursuant to MC's director and employee
stock option plans as in effect on the date hereof, with exercise prices
equal to the fair market value of MC Shares on the date of grant.

(v) MC will not adopt a plan of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or
other reorganization of MC or any of its Subsidiaries;

(vi) neither MC nor any of its Subsidiaries will take, or agree to
take, any action that would result in any of the conditions set forth
herein or in Annex A not being satisfied;

(vii) neither MC nor any of its Subsidiaries will consummate any
acquisitions (by merger, consolidation, or acquisition of stock or assets
or otherwise), other than MC Pending Transactions; provided, that MC may
make acquisitions to the extent that they (A) comply with the requirements
of Section 5.1(b)(iv)(B), (B) do not involve businesses that would be
considered "significant subsidiaries" within the meaning of Rule 1-02(v) of
Regulation S-X, and (C) do not result in the issuance of more than
3,000,000 MC Shares in the aggregate;

(viii) neither MC nor any of its Subsidiaries shall engage in any
business other than that conducted in the telecommunications industry; and

(ix) neither MC nor any of its Subsidiaries will authorize or enter
into an agreement to do any of the foregoing.

SECTION 5.2 Stockholder Approval; Meetings; Etc. (a) Subject to the
fiduciary duties of AN's Board of Directors and MC's Board of Directors under
applicable law, as the case may be, each of AN and MC will take all action
necessary in accordance with applicable law, the rules of Nasdaq, this Agreement
and AN's or MC's, as the case may be, Charter and By-Laws to convene a meeting
of its stockholders (each, a "Meeting") as promptly as practicable after
consummation of the Offer to consider and vote upon a proposal to adopt this
Agreement (the "Proposal"). Subject to a determination of the respective Board
of Directors of AN and MC made in accordance with Section 5.9(f), each of AN and
MC will (i) recommend that their respective stockholders vote in favor of the
Proposal and (ii) use their respective best efforts to cause to be solicited
proxies from stockholders of AN or MC, as the case may be, to be voted at their
Meetings in favor of the Proposal and to take all other actions necessary or
advisable to secure the vote or consent of stockholders required to effect the
Merger. MC agrees to vote all Shares purchased in the Offer or pursuant to the
Shareholders' Agreement in favor of the Proposal. In addition, AN shall present
a resolution to be approved by the affirmative vote of the outstanding Shares as
required by Section 48-103-503(a) of the Tennessee Greenmail Act in order to
exempt the transactions contemplated by Section 5.16 from the provisions
thereof.

(b) MC shall use its best efforts to cause, immediately prior to the
Effective Time, Ray M. Russenberger and Elliott H. Singer to be appointed to the
Board of Directors of the Surviving Corporation, to serve in the classes set
forth on Annex B.

(c) MC agrees to use its reasonable best efforts to take the actions
described in Section 3.3.2 and 3.3.3 of the Shareholders' Agreement.

SECTION 5.3 Proxy Statement, Registration Statement, Etc. (a) AN and MC
shall promptly after consummation of the Offer prepare and file with the SEC
under the Exchange Act, and shall use their best efforts to have cleared by the
SEC and shall thereafter promptly mail to their stockholders, the Proxy
Statement for the Meetings, which shall also constitute the prospectus included
in the Registration Statement to be filed by MC pursuant to Section 5.3(b)
hereof. The Proxy Statement shall be mailed to stockholders of

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each of AN and MC, as the case may be, at least 20 business days in advance of
the date of its Meeting. MC shall furnish AN, and AN shall furnish MC, with all
information and shall take such other action as AN or MC, as the case may be,
may reasonably request in connection with the Proxy Statement. Subject to a
determination of the respective Board of Directors of AN and MC made in
accordance with Section 5.9(f), the Proxy Statement shall contain the
recommendation of each Board of Directors that stockholders of AN and MC, as the
case may be, approve and adopt the Proposal.

(b) MC shall promptly after consummation of the Offer prepare and file with
the SEC under the Securities Act the Registration Statement with respect to MC
Shares and the VCRs to be issued in the Merger and shall use its best efforts to
have the Registration Statement declared effective by the SEC as promptly as
practicable. MC shall also take any action required to be taken under state blue
sky or other securities laws in connection with the issuance of MC Shares and
the VCRs in the Merger, including qualification under the Trust Indenture Act
with respect to the VCRs. AN shall furnish MC with all information and shall
take such other action as MC may reasonably request in connection with any such
action.

(c) AN and MC shall notify one another of the receipt of the comments of
the SEC and of any requests by the SEC for amendments or supplements to the
Proxy Statement or the Registration Statement or for additional information, and
shall promptly supply one another with copies of all correspondence between any
of them (or their representatives) and the SEC (or its staff) with respect
thereto. If, at any time prior to either Meeting, any event should occur
relating to or affecting AN, MC, or their respective officers or directors,
which event should be described in an amendment or supplement to the Proxy
Statement or the Registration Statement, the parties shall promptly inform one
another and shall cooperate in promptly preparing, filing and clearing with the
SEC and, if required by applicable securities laws, mailing to AN's or MC's
stockholders, as the case may be, such amendment or supplement.

(d) Notwithstanding anything to the contrary in this Agreement, AN shall
have no obligation to mail the Proxy Statement to its shareholders unless and
until AN shall have received a "comfort letter" from Deloitte and Touche LLP,
the independent auditors of MC, in the form, scope and content contemplated by
Statement of Auditing Standards No. 49 issued by the American Institute of
Certified Public Accountants, Inc. ("SAS 49"), relating to financial statements
and other financial data with respect to MC and its consolidated Subsidiaries
included or incorporated by reference in the Proxy Statement and such other
matters as may be reasonably required by AN, and based upon procedures carried
out to a specified date not earlier than five days prior to the date thereof.

(e) Notwithstanding anything to the contrary contained in this Agreement,
MC shall not mail the Proxy Statement to its stockholders unless and until the
Registration Statement has been declared effective under the Securities Act, and
MC shall have no obligations to mail the Proxy Statement to its stockholders
unless and until MC shall have received a "comfort letter" from Arthur Andersen
LLP, the independent auditors of AN, in the form, scope, and content
contemplated by SAS 49, relating to the financial statements and other financial
data with respect to AN and its consolidated Subsidiaries included or
incorporated by reference in the Proxy Statement and such other matters as may
be reasonably required by MC, and based upon procedures carried out to a
specified date not earlier than five days prior to the date thereof.

SECTION 5.4 Compliance with the Securities Act. (a) Prior to the
Effective Time, AN shall cause to be delivered to MC a list identifying all
persons who are, at the time of the Meeting, considered by AN to be "affiliates"
of AN for purposes of Rule 145 under the Securities Act (the "Affiliates").

(b) AN shall use reasonable efforts to cause each person who is identified
as an affiliate of AN to deliver to MC on or prior to the Effective Time a
written agreement, in such form as may be agreed to by the parties, that such
person will not offer to sell, sell or otherwise dispose of any of MC Shares
issued to such person in connection with the Merger, except pursuant to an
effective registration statement or in compliance with Rule 145 or pursuant to
an exemption from the registration requirements of the Securities Act. The
Surviving Corporation shall be entitled to place appropriate legends on the
certificates evidencing MC Shares to be received by such affiliates pursuant to
the terms of this Agreement, and to issue appropriate stop transfer instructions
to the transfer agent for MC Shares, to the effect that MC Shares received or to
be received by

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such affiliate pursuant to the terms of this Agreement may only be sold,
transferred or otherwise conveyed, and the holder thereof may only reduce his
interest in or risks relating to such shares pursuant to an effective
registration statement under the Securities Act or in accordance with the
provisions of paragraph (d) of Rule 145 or pursuant to an exemption provided
from registration under the Securities Act. The foregoing restrictions on the
transferability of MC Shares shall apply to all purported sales, transfers and
other conveyances of the shares received or to be received by such affiliate
pursuant to the Merger and to all purported reductions in the interest in or
risks relating to such MC Shares.

SECTION 5.5 Nasdaq Listing. MC shall use all reasonable efforts to cause
MC Shares to be admitted for quotation on the Nasdaq National Market System.

SECTION 5.6 Approvals and Consents; Cooperation. (a) Subject to the terms
and conditions herein provided, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable to consummate and
make effective as promptly as practicable the transactions contemplated by the
Offer and this Agreement, and to cooperate with each of the other parties hereto
in connection with the foregoing, including using all reasonable efforts: (i) to
obtain all necessary waivers, consents and approvals from other parties to loan
agreements, leases and other contracts; (ii) to obtain all necessary consents,
approvals and authorizations as are required to be obtained under any federal,
state or foreign laws or regulations; (iii) to lift or rescind any injunction or
restraining order or other order adversely affecting the ability of the parties
to consummate the transactions contemplated hereby; (iv) to effect all necessary
registrations and filings, including, but not limited to, filings under the HSR
Act and Communications Act and submissions of information requested by
Governmental Entities; and (v) to fulfill all conditions to this Agreement. Each
of AN and MC further covenants and agrees that, prior to the exercise by MC of
its right to terminate the Offer under paragraphs (c) or (d) of Annex A hereto,
each of AN and MC shall use its respective best efforts (which shall not be
construed to require the payment of any money to a third party (other than legal
counsel) or the divestiture of any business or assets) to prevent, with respect
to a threatened or pending preliminary or permanent injunction or the other
order, decree or ruling or statute, rule, regulation or executive order
specified in such paragraphs, the entry, enactment or promulgation thereof, as
the case may be. For purposes of the foregoing, the obligation of MC to use
"best efforts" or "reasonable efforts" to obtain waivers, consents and approvals
to loan agreements, leases and other contracts shall not include any obligation
to agree to a modification of the terms of such documents, except as expressly
contemplated hereby or to make any monetary payment in consideration of such
waiver, consent or approval.

(b) AN and MC shall take all reasonable actions necessary to file as soon
as practicable notifications under the HSR Act and to respond as promptly as
practicable to any inquiries received from the Federal Trade Commission and the
Antitrust Division of the Department of Justice for additional information or
documentation and to respond as promptly as practicable to all inquiries and
requests received from any State Attorney General or other Governmental Entity
in connection with antitrust matters.

(c) Within fifteen business days of the date of this Agreement, or as soon
thereafter as practicable, MC and AN shall prepare and make all filings (the
"Regulatory Filings") required to be made with the FCC pursuant to the
Communications Act and with any State Authority as are required to permit the
consummation of the Merger and shall thereafter promptly make any additional or
supplemental submissions required or requested by the FCC and any such State
Authority. With respect to the Regulatory Filings, counsel to AN shall be
responsible for preparing, with the advice and consent of counsel to MC, the
transferor's portion of the submissions with respect to the AN Licenses, and
counsel to MC shall be responsible for preparing, with the advice and consent of
counsel to AN, the transferee's portion of such submissions. Counsel to AN shall
also be responsible for preparing, with the advice and consent of counsel to MC,
any pro forma transfer applications with respect to the AN Licenses that are
required to permit the Merger. All filing fees associated with the preparation
and filing of Regulatory Filings pursuant to this Section 5.6(c) shall be shared
equally by MC and AN. Each party shall bear its own counsel fees in connection
with the Regulatory Filings.

(d) Notwithstanding any provision of this Agreement or the Shareholders'
Agreement to the contrary, MC shall not assume, either directly or indirectly,
de jure or de facto control of AN without the prior consent of the FCC and any
State Authority of competent jurisdiction. Nothing contained herein shall,
without the

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prior consent of the FCC and any State Authority of competent jurisdiction, give
MC any control or responsibility for (i) AN's facilities, including without
limitation control of use of the facilities; (ii) daily operations; (iii) policy
decisions, including preparing and filing applications with the FCC; (iv)
employment, supervision and dismissal of personnel; or (v) payment of financing
obligations, including expenses arising out of operations. Without the prior
consent of the FCC and any State Authority of competent jurisdiction, MC shall
not receive any monies and profits derived from the operation of the AN
facilities.

SECTION 5.7 Access to Information. Upon reasonable notice, each of AN and
MC shall (and shall cause each of its Subsidiaries to) afford to the officers,
employees, accountants, counsel, financing sources and other representatives of
MC or AN, as the case may be, access, during normal business hours during the
period prior to the Effective Time, to all its officers, employees, properties,
facilities, books, contracts, commitments and records and, during such period,
each of AN and MC shall (and shall cause each of its Subsidiaries to) furnish
promptly to MC or AN, as the case may be (a) a copy of each report, schedule,
registration statement and other document filed or received by it during such
period pursuant to the requirements of federal securities laws and (b) all other
information concerning its business, properties and personnel as MC or AN, as
the case may be, may reasonably request. Each of MC and AN will hold any such
information which is nonpublic in confidence in accordance with the provisions
of the Confidentiality Agreement between AN and MC, dated on or about November
22, 1995 (the "Confidentiality Agreement"). No investigation pursuant to this
Section 5.7 shall affect any representations or warranties of the parties herein
or the conditions to the obligations of the parties hereto. Without limiting the
foregoing, prior to the earlier of the Effective Time or the termination of the
Agreement, each party shall have the right to have no more than two (2)
representatives, who shall be directors or members of senior management of such
party, attend regular or special meetings of the Board of Directors of the other
party; provided, that such representatives may not attend any portion of any
meeting concerning this Agreement or the transactions contemplated hereby. Each
party will give reasonable notice to the other of such meetings, and the party's
representatives may be present by telephone.

SECTION 5.8 Employee Benefits and Relocation Matters. (a) MC agrees to
use its reasonable best efforts to maintain a southeast/southwest regional
operations center in Pensacola, Florida for a period not less than three years
from the Effective Time, provided that such operations center may be closed in
the event of a consolidation or merger of MC or a sale of substantially all of
the assets of MC or of a majority of MC's common stock outstanding after the
Effective Time.

(b) The parties' agreement with respect to certain employment matters is
set forth in Annex D hereto.

SECTION 5.9 No Solicitation by AN. (a) AN, its affiliates and their
respective officers, directors, employees, representatives and agents shall
immediately cease all existing discussions or negotiations, if any, with any
parties (other than MC) conducted heretofore with respect to any AN Acquisition
Proposal. For purposes of this Agreement, "AN Acquisition Proposal" shall mean
any proposal relating to (i) a possible acquisition of AN, whether by way of
merger, purchase of all or substantially all of the assets of AN, or any similar
transaction, or (ii) a tender offer for more than 5% of the Shares (excluding
any AN Pending Transaction or any other transactions permitted by Section
5.1(a)).

(b) AN may, directly or indirectly, furnish information and access, in each
case only in response to a request for such information or access, to any person
made after the date hereof which was not encouraged, solicited or initiated by
AN or any of its affiliates or any of their respective officers, directors,
employees, representatives, financial advisors or agents after the date hereof,
pursuant to appropriate confidentiality agreements, and may participate in
discussions and negotiate with such party concerning any AN Acquisition
Proposal, but only if (i) such party has submitted a written proposal to the
Board of Directors of AN relating to any such transaction involving economic
consideration per Share that the Board of Directors of AN reasonably believes is
economically superior to the consideration to be paid hereunder and which does
not include or contemplate any condition relating to the obtaining of funds for
such AN Acquisition Proposal and (ii) the Board of Directors of AN has made a
determination in accordance with Section 5.9(f). AN shall notify MC immediately
if any written or oral AN Acquisition Proposal is made and shall keep MC
promptly

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advised of all written or oral AN Acquisition Proposals, provide a copy of any
written AN Acquisition Proposal and provide in writing the terms of all oral AN
Acquisition Proposals.

(c) Except as set forth in this Section 5.9, neither AN or any of its
affiliates, nor any of their respective officers, directors, employees,
representatives, financial advisors or agents, shall, directly or indirectly,
encourage or solicit submission of any inquiries, proposals or offers by;
participate in or initiate any discussions or negotiations with; disclose any
information about AN or its Subsidiaries to, or otherwise assist, facilitate or
encourage, or enter into any agreement or understanding with any corporation,
partnership, person or other entity or group (other than MC, any affiliate or
associate of MC or any designees of MC) in connection with any AN Acquisition
Proposal; provided that the Board of Directors of AN shall not recommend that
the shareholders of AN tender their Shares in connection with any tender offer
unless the Board of Directors of AN makes a determination in accordance with
Section 5.9(f).

(d) AN agrees not to release any third party from, or waive any provisions
of, any confidentiality or standstill agreement to which AN is a party, unless
the Board of Directors of AN makes a determination in accordance with Section
5.9(f). AN will use all reasonable efforts to have all copies of all nonpublic
information it or AN Financial Advisor has distributed to other potential
purchasers returned to it as soon as possible after the date hereof.

(e) Nothing contained in this Section 5.9 shall prohibit AN or its Board of
Directors from taking and disclosing to AN's shareholders a position with
respect to a tender or exchange offer by a third party pursuant to Rules 14d-9
and 14e-2 promulgated under the Exchange Act or from making such disclosure to
AN's shareholders or otherwise if the Board of Directors makes a determination
in accordance with Section 5.9(f).

(f) For purposes of this Agreement, any determination of directors made in
accordance with this Section 5.9(f) shall mean that directors constituting a
majority of all directors then in office of AN shall reasonably determine in
good faith, after consultation with and based upon the advice of independent
legal counsel, that the taking of action or the failure to take action (or to
withdraw or modify a recommendation) would constitute a breach of such
directors' fiduciary duties to stockholders of AN under applicable law.

SECTION 5.10 No Solicitation by MC. (a) MC, its affiliates and their
respective officers, directors, employees, representatives and agents shall
immediately cease all existing discussions or negotiations, if any, with any
parties (other than AN) conducted heretofore with respect to any MC Acquisition
Proposal. For purposes of this Agreement, "MC Acquisition Proposal" shall mean
any proposal relating to (i) a possible acquisition of MC, whether by way of
merger, purchase of all or substantially all of the assets of MC, or any similar
transaction, or (ii) a tender offer for more than 5% of the MC Shares (excluding
any MC Pending Transactions or any other transactions permitted by Section
5.1(b)).

(b) MC may, directly or indirectly, furnish information and access, in each
case only in response to a request for such information or access, to any person
made after the date hereof which was not encouraged, solicited or initiated by
MC or any of its affiliates or any of their respective officers, directors,
employees, representatives, financial advisors or agents after the date hereof,
pursuant to appropriate confidentiality agreements, and may participate in
discussions and negotiate with such party concerning any MC Acquisition
Proposal, but only if the Board of Directors of MC has made a determination in
accordance with Section 5.10(f). MC shall notify AN immediately if any written
or oral MC Acquisition Proposal is made and shall keep AN promptly advised of
all written or oral MC Acquisition Proposals, provide a copy of any written MC
Acquisition Proposal and provide in writing the terms of all oral MC Acquisition
Proposals.

(c) Except as set forth in this Section 5.10, neither MC or any of its
affiliates, nor any of their respective officers, directors, employees,
representatives, financial advisors or agents, shall, directly or indirectly,
encourage or solicit submission of any inquiries proposals, or offers by;
participate in or initiate any discussions or negotiations with, or disclose any
information about MC or any Subsidiaries to, or otherwise assist, facilitate, or
encourage, or enter into any agreement or understanding with, any corporation,
partnership, person or other entity or group (other than AN, any affiliate or
associate of AN or any designees of AN) in connection with any MC Acquisition
Proposal; provided that the Board of Directors of MC shall not

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recommend that the stockholders of MC tender their MC Shares in connection with
any tender offer unless the Board of Directors of MC makes a determination in
accordance with Section 5.10(f).

(d) MC agrees not to release any third party from, or waive any provisions
of, any confidentiality or standstill agreement to which MC is a party, unless
the Board of Directors of MC makes a determination in accordance with Section
5.10(f). MC will use all reasonable efforts to have all copies of all nonpublic
information it or MC Financial Advisor has distributed to other potential
companies returned to it as soon as possible after the date hereof.

(e) Nothing contained in this Section 5.10 shall prohibit MC or its Board
of Directors from taking and disclosing to MC's stockholders a position with
respect to a tender or exchange offer by a third party pursuant to Rules 14d-9
and 14e-2 promulgated under the Exchange Act or from making such disclosure to
MC's stockholders or otherwise if the Board of Directors makes a determination
in accordance with Section 5.10(f).

(f) For purposes of this Agreement, any determination of directors made in
accordance with this Section 5.10(f) shall mean that directors constituting a
majority of all directors then in office shall reasonably determine in good
faith, after consultation with and based upon the advice of independent legal
counsel, that the taking of action or the failure to take action (or to withdraw
or modify a recommendation) would constitute a breach of such directors'
fiduciary duties to stockholders of MC under applicable law.

SECTION 5.11 Brokers or Finders. Each of MC and AN represents, as to
itself, its Subsidiaries and its affiliates, that no agent, broker, investment
banker, financial advisor or other firm or person is or will be entitled to any
brokers' or finder's fee or any other commission or similar fee in connection
with any of the transactions contemplated by this Agreement except the AN
Financial Advisor, whose fees and expenses will be paid by AN in accordance with
its agreement with such firm, and the MC Financial Advisor and Daniels &
Associates L.P., whose fees and expenses will be paid by MC in accordance with
MC's agreement with such firms. Each of MC and AN agrees to indemnify and hold
the other harmless from and against any and all claims, liabilities or
obligations with respect to any other fees, commissions or expenses asserted by
any person on the basis of any act or statement alleged to have been made by
such party or its affiliates.

SECTION 5.12 Publicity. The initial press release with respect to the
execution of this Agreement shall be a joint press release acceptable to MC and
AN. Thereafter, so long as this Agreement is in effect, neither AN, MC nor any
of their respective affiliates shall issue or cause the publication of any press
release or other announcement with respect to the Merger, this Agreement or the
other transactions contemplated hereby without the prior consultation of the
other party, except as may be required by law or by the rules of Nasdaq.

SECTION 5.13 Notification of Certain Matters. AN shall give prompt notice
to MC and MC shall give prompt notice to AN of (i) the occurrence or
non-occurrence of any event the occurrence or non-occurrence of which would
cause any representation or warranty contained in this Agreement to be untrue or
inaccurate at or prior to the Effective Time and (ii) any failure of AN or MC,
as the case may be, to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it hereunder, provided, however,
that the delivery of any notice pursuant to this Section 5.13 (a) is not
required until an executive officer of AN or MC, as the case may be, has actual
knowledge of the circumstance requiring such notice and (b) shall not limit or
otherwise affect the remedies available hereunder to the party receiving such
notice.

SECTION 5.14 Directors' and Officers' Insurance and Indemnification.

(a) From and after the Effective Time, MC shall, or shall cause the
Surviving Corporation, to the fullest extent permitted under applicable
law, AN's Charter, By-Laws or indemnification agreements in effect on the
date hereof, including provisions relating to advancement of expenses
incurred in the defense of any action or suit, to indemnify, defend and
hold harmless all persons who are now, or have been at any time prior to
the date hereof, or who become prior to the Effective Time, an officer,
director, employee or agent of AN or any of its Subsidiaries, or who are or
were serving at the request of AN or any of its Subsidiaries as a director,
officer, employee or agent of another corporation, partnership, trust,
limited liability company or other business enterprise (each, an
"Indemnified Party"), against all losses, claims, damages, liabilities,
costs and expenses (including attorney's fees and expenses) judgments,
fines, losses, and amounts paid in settlement in connection with any actual
or threatened action, suit, claim,

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proceeding or investigation (each a "Claim") to the extent that any such
Claim is based on, or arises out of, (i) the fact that such person is or
was a director, officer, employee or agent of AN or any of its
Subsidiaries; or (ii) this Agreement, or any of the transactions
contemplated hereby or thereby, in each case to the extent that any such
Claim pertains to any matter or fact arising, existing, or occurring prior
to or at the Effective Time, regardless of whether such Claim is asserted
or claimed prior to, at or after the Effective Time. Without limiting the
foregoing, in the event that any Claim is brought against an Indemnified
Party (whether arising before or after the Effective Time), the Indemnified
Party may retain counsel satisfactory to them, and MC (or prior to the
Effective Time, AN) shall advance the fees and expenses of such counsel for
the Indemnified Party in accordance with Section 12(a) of Article 12 of the
Charter of AN in effect on the date hereof.

(b) MC and AN agree that the Surviving Corporation's Certificate of
Incorporation shall contain provisions no less favorable with respect to
rights to indemnification and limitations on liability provided in AN's
Charter and By-Laws as in effect as of the date hereof, for a period of six
(6) years from the Effective Time to the extent such rights are consistent
with the DGCL; provided, that, in the event any claim or claims are
asserted or made within such six (6) year period, all rights to
indemnification in respect of any such claim or claims shall continue until
disposition of any and all such claims; provided further, that any
determination required to be made with respect to whether an Indemnified
Party's conduct complies with the standards set forth under applicable law,
MC's Certificate of Incorporation or By-Laws or such agreements, as the
case may be, shall be made by independent legal counsel selected by MC and
reasonably acceptable to the Indemnified Party and; provided further, that
nothing in this Section 5.14 shall impair any rights or obligations of any
present or former directors or officers of AN.

(c) In the event the Surviving Corporation or any of its successors or
assigns (i) consolidates with or merges into any other person and shall not
be the continuing or surviving corporation or entity of such consolidation
or merger, or (ii) transfers or conveys all or substantially all of its
properties and assets to any person, then, and in each such case, to the
extent necessary to effectuate the purposes of this Section 5.14, proper
provision shall be made so that the successors and assigns of the Surviving
Corporation shall succeed to the obligations set forth in this Section 5.14
and none of the actions described in clauses (i) or (ii) shall be taken
until such provision is made.

(d) MC or the Surviving Corporation shall use all reasonable efforts
to maintain AN's existing officers' and directors' liability insurance
policy ("D&O Insurance") for a period of not less than six (6) years after
the Effective Date; provided, (i) that MC may substitute therefor policies
of substantially similar coverage and amounts containing terms no less
advantageous to such former directors or officers; and (ii) if the existing
D&O Insurance expires or is canceled during such period, MC or the
Surviving Corporation will use reasonable efforts to obtain substantially
similar D&O Insurance to the extent available.

SECTION 5.15 Expenses. Except as otherwise provided in the penultimate
sentence of Section 5.6(c) and in Section 7.2, whether or not the Merger is
consummated, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such expense, except that the filing fee for the Proxy Statement or Registration
Statement, and all expenses incurred in connection with the printing and mailing
of the Proxy Statement and prospectus included in the Registration Statement
shall be borne one-half by AN and one-half by MC. The payment of costs and
expenses by MC or AN shall not reduce any consideration paid in the Merger.
Notwithstanding the foregoing, the costs and expenses incurred in connection
with the Shareholders' Agreement will be paid in accordance with the terms of
such Agreements.

SECTION 5.16 Repurchase Option. (a) For the purposes of this Section
5.16:

A "Repurchase Event" shall occur automatically if (i) either (A) the
Offer has been consummated or (B) a Scenario II Trigger Event (as defined
in the Shareholders' Agreement) shall have occurred, (ii) AN is not in
material breach of any of its obligations under this Agreement entitling MC
to terminate this Agreement, (iii) there has been no AN Termination Fee
Event (as hereinafter defined) and (iv) this Agreement has been terminated
in accordance with its terms.

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"Interest Payment Event" shall mean, in the case of a Repurchase
Event, the occurrence of any of the following (i) a Final Regulatory Order
(as hereinafter defined) by the FCC or any State Authority has been entered
prohibiting the transfer of the AN Licenses to MC; (ii) the entry of a
non-appealable final order by a court of competent jurisdiction prohibiting
the consummation of the Merger, or (iii) November 16, 1996 (provided that,
if at November 16, 1996 the sole reason the Merger shall not have occurred
is the failure to obtain a Final Regulatory Order permitting the
consummation of the Merger from the FCC, such date shall be February 16,
1997).

"AN Termination Fee Event" shall mean the termination of this
Agreement in accordance with its terms solely pursuant to Sections
7.1(d)(iv) or (v).

"Regulatory Order" shall mean an action taken or order issued by the
FCC with respect to the AN Licenses as to which (i) no request for stay by
the FCC of the action or order is pending, no such stay is in effect, and,
if any deadline for filing any such request is designated by statute or
regulation, it has passed; and (ii) with respect to an action taken or
order issued by the FCC granting consent to the Merger, such consent shall
be without material adverse conditions, other than conditions that have
been agreed to by AN and MC or that are routine conditions with respect to
transfers of this nature. A "Final Regulatory Order" shall mean a
Regulatory Order as to which (i) no petition for rehearing or
reconsideration of the action or order is pending before the FCC and the
time for filing any such petition has passed; and (ii) the FCC does not
have the action or order under reconsideration on its own motion and the
time for such reconsideration has passed.

"Repurchase Period" shall mean the period commencing upon the
occurrence of the Repurchase Event and ending on the earlier of (i) the
first anniversary of a Repurchase Event and (ii) the sale or distribution
of all Repurchase Shares.

"Repurchase Shares" means all Shares purchased by MC and/or its
affiliates pursuant to the Offer, the Shareholders' Agreement or otherwise.

"Voting Stock" means the Shares or any other shares of the capital
stock of AN having the ordinary power to vote in the election of directors.

(b) In the event of a Repurchase Event and during the Repurchase Period,
(i) MC shall not (A) acquire any additional Shares or other Voting Stock other
than pursuant to any stock dividend, stock split or similar event, (B) solicit
proxies with respect to Voting Stock of AN or be a "participant" in an "election
contest" or "solicitation" (as such terms are used in Regulation 14A under the
Exchange Act) with respect to Voting Stock of AN, (C) deposit any Voting Stock
of AN or the Repurchase Shares into a voting trust, (D) propose or advise any
other entity to propose any MC Acquisition Proposal, or (E) act in concert with
any person for the purpose of holding any Voting Stock of AN; and (ii) the
Repurchase Shares may only be voted pro rata with the Shares voted by all other
shareholders of AN (excluding MC and its affiliates) with respect to all
matters. Notwithstanding the foregoing, (x) MC may sell, transfer or otherwise
dispose of any Shares 90 days after the termination of this Agreement if this
Agreement is terminated solely pursuant to Section 7.1(d)(v), (y) MC may tender
or exchange Repurchase Shares into any tender offer or AN Acquisition Proposal
with respect to which the Board of Directors of AN has recommended to AN's
shareholders that they accept such tender offer or AN Acquisition Proposal and
tender or exchange their Shares pursuant to such tender offer or AN Acquisition
Proposal (provided that to the extent the Repurchase Shares are not purchased or
exchanged pursuant to such tender offer or AN Acquisition Proposal under this
clause (y), such Repurchase Shares shall remain subject to the provisions of
this Section 5.16), and (z) MC may pledge the Repurchase Shares pursuant to a
bona fide pledge to secure indebtedness of MC or any of its Subsidiaries,
provided, that such Repurchase Shares will remain subject to the provisions of
this Section 5.16.

(c) In the event of an Interest Payment Event, AN shall have the right
during the period ending 90 days after the Repurchase Event either to (i)
repurchase all the Repurchase Shares or (ii) designate a third party to purchase
the Repurchase Shares, which third party shall repurchase such Repurchase
Shares, in each case at a price per Share equal to (x) with respect to the
Repurchase Shares purchased pursuant to the Offer, the Offer Price plus an
interest factor of 10.125% per annum commencing on the date of the consummation
of the

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Offer and ending on the date of such purchase of the Repurchase Shares and (y)
with respect to the Repurchase Shares purchased pursuant to the Shareholders'
Agreement, cash equal to the price paid therefor (such price with respect to
consideration consisting of MC Shares to be equal to the Average MC Share Price
used in determining the consideration paid therefor) plus an interest factor of
10.125% per annum commencing on the date any such cash was paid and ending on
the date of such purchase; provided, that in the event of such an election, the
repurchase shall not occur any earlier than six months and one day after the
Shares were acquired by MC.

(d) In the event of any Repurchase Event which is not an Interest Payment
Event, AN shall have the right during the period ending 90 days after the
Repurchase Event either to (i) repurchase all the Repurchase Shares or (ii)
designate a third party to purchase the Repurchase Shares, which third party
shall repurchase such Repurchase Shares, in each case at a price per Share equal
to (x) with respect to the Repurchase Shares purchased pursuant to the Offer,
the Offer Price and (y) with respect to the Repurchase Shares purchased pursuant
to the Shareholders' Agreement, the price paid therefor (such price with respect
to consideration consisting of MC Shares to be equal to the Average MC Share
Price used in determining the consideration paid therefor).

(e) (i) If a Repurchase Event occurs and AN has not elected to purchase any
Repurchase Shares pursuant to paragraph (c) or (d), as applicable, or (ii) upon
request by MC given within 90 days after this Agreement has been terminated due
to an AN Termination Fee Event or solely pursuant to Section 7.1(d)(iii), then
AN and MC shall cooperate in good faith to sell all of the Repurchase Shares in
an orderly and reasonably widespread distribution, subject to the following:

(a) In the event of an underwritten public offering, AN shall be
entitled to select the lead underwriter, which shall be reasonably
acceptable to MC, and MC shall be entitled to select one or more
co-managing underwriters, which shall be reasonably acceptable to AN.

(b) All sales shall be made at market prices or, in the case of an
underwritten public offering, the price at which such underwriter
reasonably determines. MC shall bear all expenses incurred in connection
with such sales, including underwriter's discounts, commissions and
expenses, except for AN's legal fees, accounting fees and other expenses,
which shall be borne in all cases by AN.

(f) Notwithstanding the provisions of Section 7.3 hereof, the provisions of
this Section 5.16 shall survive any termination of this Agreement.

SECTION 5.17 Fair Price Statute. If any "fair price" or "control share
acquisition" or "anti-takeover" statute, or other similar statute or regulations
or any state "blue sky" statute shall become applicable to the transactions
contemplated hereby or by the Shareholders' Agreement, AN and the members of the
Board of Directors of AN shall grant such approvals and take such actions as are
necessary so that the transactions contemplated hereby and thereby may be
consummated as promptly as practicable on the terms contemplated hereby and
thereby, and otherwise act to minimize the effects of such statute or regulation
on the transactions contemplated hereby or thereby.

SECTION 5.18 Further Assurances. Each party hereto shall take all such
actions and execute all such documents and instruments that are reasonably
requested by the other party to carry out the intent of the parties under this
Agreement, and in particular, AN shall take all such actions necessary to obtain
the release, or assignment to MC's lenders, of all liens in favor of First
National Bank of Chicago prior to the Effective Time, including executing and
delivering for filing appropriate UCC-3 statements and other necessary documents
for release or assignment of such liens.

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ARTICLE VI

CONDITIONS

SECTION 6.1 Conditions to Each Party's Obligation To Effect the
Merger. The respective obligation of each party to effect the Merger shall be
subject to the satisfaction on or prior to the Closing Date of each of the
following conditions:

(a) Purchase of Shares in Offer. MC shall have purchased Shares
pursuant to the Offer or pursuant to the Shareholders' Agreement;

(b) Stockholder/Shareholder Approval. This Agreement shall have been
approved and adopted by the requisite vote of the holders of capital stock
of MC and AN in accordance with the DGCL and TBCA and the respective
Certificates of Incorporation/Charters and By-Laws of MC and AN;

(c) Statutes; Consents. No statute, rule, order, decree or regulation
shall have been enacted or promulgated by any Government Entity preventing
the Merger or the consummation of the transactions contemplated hereby, and
all orders and approvals from Governmental Entities required for the
consummation of the Merger and the transactions contemplated hereby shall
have been obtained and shall be in effect at the Effective Time;

(d) Injunctions. There shall be no order or injunction of a foreign
or United States federal or state court or other governmental authority of
competent jurisdiction in effect precluding, restraining, enjoining or
prohibiting consummation of the Merger;

(e) Regulatory Approval. A Regulatory Order permitting the Merger to
be consummated shall have been received from the FCC (or at the election of
MC, approval shall have been received from the FCC), and Regulatory Orders
permitting the Merger to be consummated shall have been received from any
requisite State Authorities;

(f) HSR Act. The expiration or early termination of any waiting
period under the HSR Act shall have occurred;

(g) Registration Statement. The Registration Statement for MC Shares
and VCRs, and the Trust Indenture Act qualification for VCRs, shall have
been declared effective and no stop order with respect thereto shall be in
effect at the Effective Time; and

(h) Nasdaq Listing. The MC Shares to be issued in the Merger shall
have been admitted for quotation on the Nasdaq National Market System.

SECTION 6.2 Conditions to Obligations of AN to Effect the Merger. The
obligation of AN to effect the Merger shall be subject to the satisfaction on or
prior to the Closing Date of the following additional conditions:

(a) MC shall have performed and complied in all material respects with
all obligations and agreements required to be performed and complied with
by it under this Agreement at or prior to the Effective Time;

(b) The representations and warranties of MC contained in this
Agreement shall have been true and correct in all material respects at the
time when made, and (except for representations made as of a certain date)
shall be deemed made again on the Closing Date and shall be true in all
material respects as of such date, except for changes specifically
permitted by this Agreement;

(c) Except for the transactions contemplated by this Agreement, and
except for matters which affect generally the economy or the industry in
which MC and its Subsidiaries are engaged, as of the Closing Date, there
shall not have occurred any change in the business, properties, assets,
liabilities, financial conditions, cash flows, operations, licenses,
franchises or results of operations of MC or its Subsidiaries which has a
Material Adverse Effect on MC and its Subsidiaries, taken as a whole;

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(d) AN shall have received a certificate from MC, signed on behalf of
MC by the Chief Executive Officer or Chief Financial Officer of MC, dated
the Closing Date, to the effect that the conditions set forth in paragraph
(a), (b) and (c) above have been satisfied; and

(e) AN shall have received the opinion of Wilmer, Cutler & Pickering,
dated the Closing Date and in a form reasonably acceptable to AN, to the
effect that MC Shares and VCRs to be issued in the Merger have been duly
authorized, and when issued in accordance with this Agreement will be
validly issued, and with respect to MC Shares, fully paid and nonassessable
and no holder of any MC Shares outstanding as of such date has any
preemptive or other rights to subscribe for MC Shares pursuant to the DGCL,
the Certificate of Incorporation or pursuant to agreements of MC set forth
on a schedule to such opinion, which MC will have certified to such counsel
as representing all agreements which contain preemptive right or rights to
subscribe for MC Shares.

SECTION 6.3 Conditions to Obligations of MC to Effect the Merger. The
obligation of MC to effect the Merger shall be subject to the satisfaction on or
prior to the Closing Date of the following additional conditions:

(a) AN shall have performed or complied in all material respects with
all obligations and agreements required to be performed or complied with by
it under this Agreement at or prior to the Effective Time;

(b) The representations and warranties of AN contained in this
Agreement shall have been true and correct in all material respects at the
time when made, and (except for representations made as of a certain date)
shall be deemed made again on the Closing Date and shall be true in all
material respects as of such date, except for changes specifically
permitted by this Agreement;

(c) Except for the transactions contemplated by this Agreement and the
Shareholders' Agreement, and except for matters which affect generally the
economy or the industry in which AN and its Subsidiaries are engaged, as of
the Closing Date, there shall not have occurred any change in business,
properties, assets, liabilities, financial condition, cash flows,
operations, licenses, franchises or results of operations of AN or its
Subsidiaries which has a material adverse effect on AN and its Subsidiaries
taken as a whole;

(d) MC shall have received a certificate from AN, signed on behalf of
AN by the Chief Executive Officer or Chief Financial Officer of AN, dated
the Closing Date, to the effect that the conditions set forth in paragraph
(a), (b) and (c) above have been satisfied.

ARTICLE VII

TERMINATION

SECTION 7.1 Termination. Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and the Merger contemplated
herein may be abandoned at any time prior to the Effective Time, whether before
or after stockholder approval thereof:

(a) By the mutual written consent of MC and AN.

(b) By either AN or MC:

(i) If any Governmental Entity shall have issued an order, decree
or ruling or taken any other action (which order, decree or other action
the parties hereto shall use their reasonably efforts to lift), in each
case permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement and such order, decree,
ruling or other action shall have become final and non-appealable; or

(ii) If the Merger shall not have occurred by November 15, 1996,
provided, that if at November 16, 1996, the sole reason the Merger shall
not have occurred is the failure to obtain a Final Regulatory Order
permitting the consummation of the Merger from the FCC, MC may extend

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the date in this clause (ii) to February 16, 1997, provided, further,
that the foregoing date may be extended for an additional 60 days at
MC's option following an event described in Section 3.3.2 or 3.3.3 of
the Shareholders' Agreement if necessary to allow time for the Meeting,
provided, further, that notwithstanding the foregoing, the right to
terminate this Agreement under this Section 7.1(b)(ii) shall not be
available to any party whose failure to fulfill any obligation under
this Agreement has been the cause of or resulted in the failure of the
Merger to occur on or before November 16, 1996 (or February 16, 1997, as
the case may be).

(i) if MC shall have terminated the Offer, or the Offer shall have
expired, without MC purchasing any Shares pursuant thereto; provided
that AN may not terminate this Agreement pursuant to this Section
7.1(c)(i) if AN is in material breach of any of its covenants or
agreements in this Agreement;

(ii) if, due to an occurrence that, if occurring after the
commencement of the Offer, would result in a failure to satisfy any of
the conditions set forth in Annex A hereto, MC or any of its affiliates
shall have failed to commence the Offer on or prior to five business
days following the date of the initial public announcement of the Offer;
provided, that AN may not terminate this Agreement pursuant to this
Section 7.1(c)(ii) if AN is in material breach of any of its covenants
or agreements in this Agreement;

(iii) if MC shall have failed to perform and comply in all material
respects with all material obligations and agreements required to be
performed and complied with by it under this Agreement or the
Shareholders' Agreement, which failure to perform shall not have been
cured prior to the expiration of thirty (30) days following notice of
such failure;

(iv) if the Proposal shall not have been approved and adopted by
the requisite vote of the holders of capital stock of MC in accordance
with the DGCL and the Certificate of Incorporation and By-Laws of MC at
a Meeting held for that purpose (including any adjournment thereof); or

(v) if the Board of Directors of MC shall have (A) withdrawn or
modified or changed in any manner adverse to AN its approval or
recommendation of this Agreement, the Offer or the Merger or (B) shall
have failed to recommend against a MC Acquisition Proposal involving a
tender offer or failed to reject any other MC Acquisition Proposal
within ten business days of receipt by the Board of Directors of MC of
such proposal or shall have executed an agreement in principle (or
similar agreement) or definitive agreement relating to a MC Acquisition
Proposal or similar business combination with a person or entity other
than AN (or the Board of Directors of MC resolves to do any of the
foregoing).

(d) By MC:

(i) if MC shall have terminated the Offer, or the Offer shall have
expired without MC purchasing any Shares thereunder, provided, that MC
may not terminate this Agreement pursuant to this Section 7.1(d)(i) if
it has failed to purchase Shares in the Offer in violation of the
material terms hereof or thereof;

(ii) if, due to an occurrence that if occurring after the
commencement of the Offer would result in a failure to satisfy any of
the conditions set forth in Annex A hereto, MC or any of its affiliates
shall have failed to commence the Offer on or prior to five business
days following the date of the initial public announcement of the Offer,
provided that MC may not terminate this Agreement pursuant to this
Section 7.1(d)(ii) if MC is in material breach of any of its covenants
or agreements in this Agreement or the Shareholders' Agreement;

(iii) if AN or any of its Subsidiaries shall have failed to perform
and comply in all material respects with all material obligations and
agreements required to be performed and complied with by them under this
Agreement which failure to perform shall not have been cured prior to
the expiration of thirty (30) days following notice of each failure;

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(iv) if the Proposal shall not have been adopted by the requisite
vote of the holders of capital stock of AN in accordance with the TBCA
and the Charter and By-Laws of AN at a Meeting held for that purpose
(including any adjournment thereof); provided, that all Shares then
owned by MC are voted in favor of the Proposal; or

(v) if the Board of Directors of AN shall have (A) withdrawn or
modified or changed, in any manner adverse to MC, its approval or
recommendation of this Agreement, the Offer or the Merger or (B) shall
have failed to recommend against an AN Acquisition Proposal involving a
tender offer or failed to reject any other AN Acquisition Proposal
within ten business days of receipt by the Board of Directors of AN of
such proposal or shall have executed an agreement in principle (or
similar agreement) or definitive agreement relating to an AN Acquisition
Proposal or similar business combination with a person or entity other
than MC (or the Board of Directors of AN resolves to do any of the
foregoing) and MC shall not have exercised its right to purchase Shares
under the Shareholders' Agreement.

SECTION 7.2 Termination Fee. (a) If this Agreement is terminated pursuant
to Section 7.1(c)(iv) or (c)(v), then MC will immediately pay to AN a
termination fee equal to $10,000,000 in cash.

(b) If this Agreement is terminated pursuant to Section 7.1(d)(iv) or
(d)(v), then AN will immediately pay to MC a termination fee equal to
$10,000,000 in cash.

(c) The agreement contained in Section 7.2 is an integral part of the
transactions contemplated by this Agreement and constitutes liquidated damages
in the event of a termination under the Sections specified herein and not a
penalty.

SECTION 7.3 Effect of Termination. In the event of the termination of
this Agreement as provided in Section 7.1, written notice thereof shall
forthwith be given to the other party or parties specifying the provision hereof
pursuant to which such termination is made, and this Agreement (except for the
provisions of Sections 5.15, 5.16 and 7.2, which shall survive such termination)
shall forthwith become null and void and, subject to the provisions of Section
7.2, there shall be no liability on the part of MC or AN except for fraud or for
material breach of this Agreement.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1 Amendment and Modification. Subject to applicable law, this
Agreement may be amended, modified and supplemented in any and all respects,
whether before or after any vote of the shareholders of AN contemplated hereby,
by written agreement of the parties hereto, at any time prior to the Closing
Date with respect to any of the terms contained herein; provided, however, that
after the approval of this Agreement by the shareholders of AN, no such
amendment, modification or supplement shall reduce or change the Conversion
Ratio.

SECTION 8.2 Nonsurvival of Representations and Warranties. None of the
representations and warranties in this Agreement or in any schedule, instrument
or other document delivered pursuant to this Agreement shall survive the
Effective Time.

SECTION 8.3 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(which is confirmed) or sent by an overnight courier service,

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such as Federal Express, to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):

(a) If to MC to:

Metrocall, Inc.
6910 Richmond Highway
Alexandria, Virginia 22306
Attention: Vincent D. Kelly
Telecopy No.: (703) 768-9625

with a copy (which shall not constitute notice) to:

Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
Attention: George P. Stamas and Thomas W. White
Telecopy No.: (202) 663-6363

and

(b) if to AN, to:

A+ Network, Inc.
40 South Palafox Street
Pensacola, Florida 32501
Attention: Chuck Emling
Telecopy No.: (904) 432-9208

with a copy (which shall not constitute notice) to:

Waller Lansden Dortch & Davis
511 Union Street
Suite 2100
Nashville, TN 37219
Attention: Ralph W. Davis
Telecopy No: (615) 244-6804

SECTION 8.4 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

SECTION 8.5 Interpretation. When a reference is made in this Agreement to
a Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. Whenever the words "include," "includes" or "including" are
used in this Agreement they shall be deemed to be followed by the words "without
limitation." As used in this Agreement, the term "affiliate(s)" shall have the
meaning set forth in Rule 12b-2 of the Exchange Act.

SECTION 8.6 Counterparts. This Agreement may be executed in two or more
counterparts, all of which have been considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.

SECTION 8.7 Entire Agreement; Third Party Beneficiaries. This Agreement,
the Shareholders' Agreement, the MC Voting Agreement and the Confidentiality
Agreement (including the documents and the instruments referred herein and
therein): (a) constitute the entire agreement and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof, and (b) are not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder, except that Article II
and Section 5.14 shall confer on the third parties contemplated thereby the
benefits thereof.

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SECTION 8.8 Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of Delaware without giving effect to
the principles of conflicts of law thereof.

SECTION 8.9 Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties; provided, that MC may assign its rights hereunder
to a direct or indirect wholly-owned subsidiary, so long as MC remains liable
for its obligations hereunder. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.

SECTION 8.10 Further Assurances. The parties agree to execute such
further instruments and documents as shall reasonably be necessary to carry out
the transactions contemplated by this Agreement, including, without limitation,
to file any notices, or to obtain any consents appropriate to carry out the
transactions contemplated by this Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, MC and AN have caused this Agreement to be signed 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: Vice President and
Chief Financial Officer

A+ NETWORK, INC.

By: /s/ CHARLES A. EMLING III
------------------------------------
Name: Charles A. Emling III
Title: President and Chief Executive
Officer

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ANNEX A
TO EXHIBIT A

CONDITIONS TO THE OFFER

The capitalized terms used in this Annex A have the meaning set forth in
the attached Agreement, except that the term "Merger Agreement" shall be deemed
to refer to the attached Agreement.

Notwithstanding any other provisions of the Offer, and in addition to (and
not in limitation of) MC's rights to extend and amend the Offer at any time in
its sole discretion (subject to the provisions of the Merger Agreement), MC
shall not be required to accept for payment or, subject to any applicable rules
and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act
(relating to the Offer), pay for, and may delay the acceptance for payment of
or, subject to the restriction referred above, the payment for, any tendered
Shares, and may amend the Offer consistent with the terms of the Merger
Agreement or terminate the Offer if (i) any applicable waiting period under the
HSR Act has not expired or terminated prior to the expiration of the Offer, (ii)
the Minimum Condition has not been satisfied, or (iii) at any time on or after
May 16, 1996 and before the time of acceptance of Shares for payment pursuant to
the Offer, any of the following events shall occur:

(a) the affirmative vote of the holders of more than a majority of the
outstanding Shares is required to consummate the Merger or MC is not
entitled to vote its Shares, including any Shares acquired pursuant to the
Shareholders' Agreement for the Merger;

(b) any change shall have occurred in the business, properties,
assets, liabilities, capitalization, stockholder's equity, financial
condition, cash flows, operations, licenses, franchises or results of
operations of AN or its Subsidiaries which has a Material Adverse Effect on
AN and its Subsidiaries taken as a whole, except for matters which affect
generally the economy or industry in which AN and its Subsidiaries are
engaged;

(c) (I) there shall have been instituted or pending any, or there is
threatened any, action, proceeding, application or counterclaim by any
government or governmental authority or agency, or by AN or an affiliate of
AN, which (i) challenges or seeks to challenge the acquisition by MC (or
any affiliate of MC) of the Shares, restrain or prohibit the making or
consummation of the Offer or the Merger, prohibits the performance by MC of
the Offer, the Merger, the Shareholders' Agreement or any agreements
contemplated thereby, or seeks to obtain any material damages directly or
indirectly relating to the transactions contemplated by the Offer, the
Merger, or Shareholders' Agreement, (ii) seeks to make the purchase of, or
payment for, some or all of the Shares pursuant to the Offer or the Merger
or Shareholders' Agreement illegal or results in a material delay in the
ability of MC to accept for payment or pay for some or all of the Shares,
(iii) seeks to prohibit or limit the ownership or operation by MC (or any
affiliate of MC) of all or any material portion of the business or assets
of AN and its Subsidiaries or of MC and its affiliates or to compel MC (or
any affiliate of MC) to dispose of or to hold separately all or any
material portion of the business or assets of MC or any of its affiliates
or of AN or any of its Subsidiaries or seeks to impose any material
limitation on the ability of MC, or any other affiliate of MC, to conduct
AN's or any of its Subsidiary's business or own such assets, (iv) seeks to
impose or confirm material limitations on the ability of MC (or any
affiliate of MC) to acquire or hold or to exercise full rights of ownership
of the Shares, including but not limited to, the right to vote the Shares
purchased by them on all matters properly presented to the stockholders of
AN, or (v) seeks to require divestiture by MC of any of its Subsidiaries or
affiliates of all or any of the Shares, or (II) there shall have been
instituted any action, proceeding, application or counterclaim by any
person (other than a Governmental Entity or AN, or an affiliate of AN),
before any court or governmental regulatory or administrative agency,
authority or tribunal, with respect to the matters set forth in subsections
(i)-(v) above, which has resulted in the issuance of a temporary
restraining order ("TRO"), preliminary injunction or permanent injunction
enjoining the Merger, this Agreement or the transactions contemplated
hereby if such TRO, preliminary injunction or permanent injunction has not
been removed or rescinded within 20 business days after the original
expiration date of the Offer;

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(d) there shall be any action taken, or any statute, rule, regulation
shall be enacted, promulgated, entered, enforced or deemed applicable to,
or any order shall be entered or enforced with respect to, the Offer, the
Merger or the Shareholders' Agreement by any government, governmental
authority or court, domestic, foreign or supranational, other than the
routine application to the Offer, the Merger or other subsequent business
combination of waiting periods under the HSR Act or approval of license
transfers under the Communications Act or by state regulatory agencies that
is reasonably likely to, directly or indirectly, result in any of the
consequences referred to in clauses (i) through (v) of subsection (c)(I)
above;

(e) the representations and warranties of AN set forth in the Merger
Agreement shall not have been true and correct in all material respects on
the date of the Merger Agreement or shall not be true and correct as of the
date of consummation of the Offer as though made on or as of such date or
AN shall have breached or failed to perform or comply with any obligation,
agreement or covenant required by the Merger Agreement to be performed or
complied with by it except, in such cases, (i) for changes specifically
permitted by the Merger Agreement and (ii) those representations and
warranties that address matters only as of a particular date which are true
and correct as of such date;

(f) the Merger Agreement shall have been terminated in accordance with
its terms;

(g) (i) it shall have been publicly disclosed that any person, entity
or "group" (as defined in Section 13(d)(3) of the Exchange Act), other than
MC, shall have acquired beneficial ownership (determined pursuant to Rule
13d-3 promulgated under the Exchange Act) of more than 25% of any class or
series of capital stock of AN (including the Shares) through the
acquisition of stock, formation of a group or otherwise, other than any
person or group existing on the date hereof which beneficially owns more
than 25% of any class or series of capital stock of AN, or (ii) AN shall
have entered into or announced its intention to enter into a definitive
agreement or agreement in principle with any person with respect to an AN
Acquisition Proposal or similar business combination.

(h) AN's Board of Directors shall have withdrawn, or modified or
changed in any manner adverse to MC (including by amendment of the Schedule
14D-9) its recommendation of the Offer, the Merger Agreement, or the
Merger, or recommended an AN Acquisition Proposal, or shall have resolved
to do any of the foregoing; or

(i) any party to the Shareholders' Agreement other than MC shall have
breached or failed to perform, in each case in any material respect, any of
its agreements under such agreement or any of the representations and
warranties of any such party set forth in such agreement shall not be true
in any material respect, in each case, when made or at any time prior to
the consummation of the Offer as if made at and as of such time, or the
Shareholders' Agreement shall have been invalidated or terminated with
respect to any Shares subject thereto;

which in the reasonable judgment of MC, in any such case, and regardless of the
circumstances giving rise to such conditions, makes it inadvisable to proceed
with the Offer and/or with such acceptance for payment or payments.

The foregoing conditions are for the sole benefit of MC and may be asserted
by MC regardless of any circumstances giving rise to any condition and may be
waived by MC, in whole or in part at any time and from time to time in the sole
discretion of MC. The failure by MC (or any affiliate of MC) at any time to
exercise any of the foregoing rights will not be deemed a waiver of any right
and each right will be deemed an ongoing right which may be asserted at any time
and from time to time.

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ANNEX B
TO EXHIBIT A

DIRECTORS OF THE SURVIVING CORPORATION

The following sets forth the membership, by class, of the Board of
Directors of the Surviving Corporation.

<TABLE>
<S> <C> <C>
Class of 1997 Class of 1998 Class of 1999
S. Brock E. Singer H. Brock
W. Collins R. Aprahamian R. Johnston
F. Martin To be determined R. Russenberger
</TABLE>

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<PAGE> 238

ANNEX C
TO EXHIBIT A

PRINCIPAL TERMS OF INDEXED VARIABLE COMMON RIGHTS ("VCRS")

Amended by the Amendment to Agreement and Plan of Merger. See "AMENDMENT TO

EXHIBIT A" below.

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<PAGE> 239

ANNEX D

TO EXHIBIT A

EMPLOYMENT AND EMPLOYEE BENEFITS COVENANTS

The capitalized terms used in this Annex D have the meaning set forth in
the attached Agreement, except that the term "Merger Agreement" shall be deemed
to refer to the attached Agreement.

(a) Charles A. Emling, III ("Emling"), AN's executive officers,
managers, salespeople, and staff will continue to participate in the AN
Benefit Plans and AN Employee Agreements as in effect on the date of the
Merger Agreement until the Effective Time.

(b) AN will use its best efforts to cause Ray D. Russenberger and
Elliot H. Singer to enter into non-compete agreements with MC that will
take effect at the Effective Time.

(c) MC will review compensation arrangements and bonus plans in its
normal budgeting cycle, with the expectation of transitioning current AN
employees to the MC compensation arrangements and bonus plans as of the
later of the Effective Time and January 1, 1997.

(d) Emling will cooperate with the officers of MC and Tom Matthews in
identifying employees whose services will not be required by the Surviving
Corporation. Employees who are terminated after the date hereof and before
the Effective Time will be provided with severance, less any applicable
withholding and social security taxes, equal to the lesser of (i) one (1)
month's salary (at the level in effect on the date hereof) for each full
year employed by AN to a maximum of six months' pay and (ii) the severance
payable under the AN Benefit Plans as of the date hereof.

(e) AN shall provide all notices, if any, required by the Worker
Adjustment and Retraining Notification Act with respect to actions taken
before the Effective Time.

(f) Certain existing one-year employment contract will be revised in
accordance with the employment contract entered into with Emling as of the
date hereof (to take effect at the Effective Time). MC currently
contemplates that these arrangements will cover Poole, Schultz, Goldstein,
and Smith.

(g) AN will review the performance of Goldstein and Schultz at their
customary anniversary date (summer 96) for both salary increases and
bonuses based on 1996 performance.

(h) MC agrees to employ all or substantially all of AN employees who
are legally on payroll on the Effective Date and to enroll them in the MC
Benefit Plans in accordance with the terms of such plans. The employees so
hired will be at-will employees of MC.

(i) MC is under no obligation to provide or continue any MC Benefit
Plan or arrangement or any other plan or arrangement before or after the
Effective Time and may amend or terminate any such plan or arrangement in
whole or in part, and may modify any provision thereof, including any
provision dealing with eligibility, levels or types of benefits,
deductibles, or co-payment obligations, or any other right, feature, or
characteristic.

(j) AN agrees that it will take appropriate steps to ensure that the
AN 401(k) plan meets any ERISA requirements applicable with respect to
participating in the Tender Offer and the Merger. In particular, AN will
take the appropriate steps to ensure that the trustee(s) of the AN 401(k)
Plan meet their obligations with respect to the Shares held in that plan.

The parties hereto agree that no employee or former employee of AN (or its
predecessors) or beneficiary or dependent thereof, whether hired before or after
the date hereof, shall have any third-party beneficiary rights under this Annex
D.

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<PAGE> 240

AMENDMENT TO

EXHIBIT A

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT TO AGREEMENT AND PLAN OF MERGER is made this 8th day of
October, 1996 by and between METROCALL, INC., a Delaware corporation ("MC") and
A+ NETWORK, INC., a Tennessee corporation ("AN").

WHEREAS, MC and AN entered into a certain AGREEMENT AND PLAN OF MERGER
dated as of May 16, 1996 (the "Merger Agreement"); and

WHEREAS, MC and AN have agreed to amend Section 1.2 of the Merger Agreement
to allow MC to request that certain persons be elected to the Board of Directors
of AN; and

WHEREAS, MC and AN have agreed to amend certain terms of the Variable
Common Rights issued as part of the Merger Consideration;

NOW, THEREFORE, in consideration of the foregoing and the respective
agreements set forth herein and in the Merger Agreement, the parties hereto
agree as follows:

1. Definitions. Unless otherwise defined herein or unless the context
otherwise requires, capitalized terms used in this Amendment shall have the
meanings ascribed to them in the Merger Agreement.

2. Amendment of Merger Agreement.

(a) Section 1.2 of the Merger Agreement is hereby amended by adding
the following subsection (e):

If requested by MC, AN shall, after receipt of a Final Regulatory
Order from the FCC permitting the Merger to be consummated, and before
acquisition of a majority of the shares of AN Common Stock or
consummation of the Merger, request that its Board of Directors, at a
meeting duly called and held, approve by a vote of at least 66 2/3% of
the members of the AN Board of Directors who were directors on October
24, 1995 (or whose nomination for election was approved by a vote of at
least 66 2/3% of the directors then still in office who were either
directors at such date or whose election or nomination for election was
previously so approved) the election of the persons identified in Annex
B as directors of AN effective immediately prior to the closing of the
Merger and that it amend AN's Bylaws as necessary to permit the
foregoing changes in its Board of Directors. AN will supply MC with a
certificate of vote attesting to the foregoing. AN agrees to use its
best efforts to cause the election of such persons to the Board of
Directors of AN and the bylaw amendment as set forth in the preceding
sentence; provided that neither AN nor any of its directors shall be
obligated to effect a change in AN's Board of Directors and it shall not
be a condition of the Merger that any change be effected.

(b) Section 4.1(d) of the Merger Agreement is hereby amended by
deleting ", (i)" in the first line thereof and by inserting a "." prior to
the semicolon and deleting the remainder to the subsection.

3. Effect of Amendment. All of the terms and provisions of the Merger
Agreement, other than as amended hereby, are hereby confirmed and remain in full
force and effect as of the date of this Amendment.

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4. Miscellaneous.

(a) Subject to applicable law, this Amendment may be amended, modified
and supplemented in any and all respects, whether before or after any vote
of the shareholders of AN contemplated by the Merger Agreement, by written
agreement of the parties hereto, at any time prior to the Closing Date with
respect to any of the terms contained herein.

(b) This Amendment may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties need
not sign the same counterpart.

(c) This Agreement shall be governed and construed in accordance with
the law of the State of Delaware without giving effect to principles of
conflicts of law thereof.

IN WITNESS WHEREOF, MC and AN have caused this Amendment to be signed 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: Vice President

A+ NETWORK, INC.

By: /s/ ELLIOTT H. SINGER

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

Name: Elliott H. Singer
Title: Chairman

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<PAGE> 242

ANNEX C

PRINCIPAL TERMS OF INDEXED VARIABLE COMMON RIGHTS ("VCRS")

ISSUER..................... Metrocall, Inc. ("MC")

PAYMENT AT MATURITY........ Following the maturity of a VCR, the holder of such
VCR (the "VCR Holder") shall have the right to
receive the amount, if any, by which the Target
Price exceeds the greater of the Current Market
Value and the Minimum Price (each as defined
below). The VCRs shall mature on the Maturity Date
unless otherwise extended to the Extended Maturity
Date (as defined below).

FORM OF PAYMENT............ MC, at its option, may pay any amount due under the
terms of the VCRs to the VCR Holders in cash or MC
Common Stock valued based on the Current Market
Value as defined below; except that if an Event of
Default has occurred and is continuing, MC must pay
the Default Amount in cash or shares of Metrocall
Preferred Stock having a liquidation preference
over Metrocall Common Stock in an amount equal to
the Default Amount.

TARGET PRICE............... "Target Price" means (i) at the Maturity Date,
$21.10 reduced but not increased by the "Index
Factor", as hereinafter defined, and (ii) at the
Extended Maturity Date, $25.10 reduced but not
increased by the Index Factor. In each case, such
Target Prices shall be adjusted upon the occurrence
of any event described in the Section entitled
"Antidilution" set forth below.

CURRENT MARKET VALUE....... "Current Market Value" means with respect to the
Maturity Date and the Extended Maturity Date, the
median of the averages of the closing bid prices on
the Nasdaq NMS (or such other exchange on which
such shares are then listed) of shares of MC's
Common Stock, par value $.01 per share (the "Common
Stock"), during each 20 consecutive trading day
period that both begins and ends in the Valuation
Period. "Valuation Period" means the 60 trading day
period immediately preceding (and including) the
Maturity Date or the Extended Maturity Date, as the
case may be.

MINIMUM PRICE.............. "Minimum Price" means (i) at the Maturity Date,
$16.10, and (ii) at the Extended Maturity Date,
$18.10. In each case, subject to adjustment upon
the occurrence of any event described in the
Section entitled "Antidilution" set forth below.

INDEX FACTOR............... An Index Factor shall be calculated based upon the
ratio of the relevant ending period stock prices
for the Comparable Paging Company Index (the Index
Factor numerator) and the initial Comparable Paging
Company Index (the Index Factor denominator). The
Comparable Paging Company Index shall consist of
the stocks of ARCH COMMUNICATIONS GROUP, INC.,
MOBILMEDIA COMMUNICATIONS, INC., AND PRONET, INC.,
or each's successors. The initial Comparable Paging
Company Index shall be equal to the median of the
simple arithmetic average of closing bid prices of
the index group for the 20 trading days preceding
May 14, 1996 (i.e., $24.604). The ending period
Comparable Company Paging Index shall be the median
of the simple arithmetic average of closing bid
prices of the index group as measured in the
identical fashion as MC's closing bid prices during
the relevant Valuation Periods preceding the
Maturity

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Date, Extended Maturity Date, or Disposition Date,
as the case may be. In each case, such adjustments
shall be made, as appropriate, for each company's
stock prices that is included in the Comparable
Paging Company Index, upon the occurrence of any
event similar to that described in the
"Antidilution" section below.

EARLY TERMINATION.......... If the closing bid prices of the Common Stock
exceeds (i) $21.10 for any 50 calendar day period
prior to the Maturity Date, or (ii) $25.10 for any
50 calendar day period between the Maturity Date
and the Extended Maturity Date, then the VCRs shall
immediately expire and be of no further force and
effect.

MATURITY DATE; EXTENSION
THEREOF.................. "Maturity Date" means the first anniversary of the
effective time (the "Effective Time") of the merger
between MC and A+ Network, Inc. ("AN") (the
"Merger"); provided, however, that MC, at its
option, may extend the Maturity Date to the second
anniversary of the Effective Time (the "Extended
Maturity Date"). MC shall exercise either such
option to extend by publishing notice of such
exercise in the Wall Street Journal (Eastern
Edition), or if the Wall Street Journal is not then
published, such other newspaper with general
circulation in the City of New York, New York no
later than one business day preceding the Maturity
Date, as the case may be.

NO INTEREST................ Other than in the case of interest on the Default
Amount (as defined below), no interest shall accrue
on any amounts payable to the VCR Holders pursuant
to the terms of VCRs.

DISPOSITION PAYMENT........ Following the consummation of a Disposition (as
defined below), MC shall pay to each VCR Holder for
each VCR held by such VCR Holder an amount, if any,
by which the Discounted Target Price (as defined
below) exceeds the greater of (a) the fair market
value (as determined by an independent nationally
recognized investment banking firm) of the
consideration, if any, received by holders of
Common Stock for each share of Common Stock held by
such holder as a result of such Disposition and (b)
the Minimum Price.

DISPOSITION EVENT.......... "Disposition" means (a) a merger, consolidation or
other business combination involving MC as a result
of which no shares of Common Stock shall remain
outstanding, (b) a sale, transfer or other
disposition, in one or a series of transactions, of
all or substantially all of the assets of MC or (c)
a reclassification of Common Stock as any other
capital stock of MC or any other person.

ACCELERATION UPON EVENT OF
DEFAULT.................. If an Event of Default (as defined below) occurs
and is continuing, either the bank or trust company
acting as the trustee (the "Trustee") or VCR
Holders holding at least 25% of the outstanding
VCRs, by notice to MC (and to the Trustee if given
by VCR Holders), may declare the VCRs to be due and
payable, and upon any such declaration, the Default
Amount shall become due and payable and,
thereafter, shall bear interest at an interest rate
of 12% per annum until payment is made to the
Trustee. "Default Amount" means the amount, if any,
by which the Discounted Target Price exceeds the
Minimum Price.

DISCOUNTED TARGET PRICE.... "Discounted Target Price" means (a) if a
Disposition or an Event of Default shall occur
prior to the Maturity Date, $21.10 reduced but not

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increased by the relevant Index Factor, discounted
to the Disposition Payment Date (as defined below)
or the Default Payment Date (as defined below), as
the case may be, at a per annum rate of 8%; or (b)
if a Disposition or an Event of Default shall occur
after the Maturity Date but prior to the Extended
Maturity Date, $25.10 reduced but not increased by
the relevant Index Factor discounted to the date of
the Disposition Payment Date or Default Payment
Date, as the case may be, at a per annum rate of
8%. In each case, the Discounted Target Price and
the Minimum Price shall be adjusted upon the
occurrence of any event described in the Section
entitled "Antidilution" set forth below.
"Disposition Payment Date", with respect to a
Disposition, means the date established by MC for
payment of the amount due on the VCRs in respect of
such Disposition, which in no event shall be more
than 38 days after the date on which such
Disposition was consummated. "Default Payment Date"
means the date on which the VCRs become due and
payable upon the declaration thereof following an
Event of Default.

EVENTS OF DEFAULT.......... "Event of Default", with respect to the VCRs, means
any of the following which shall have occurred and
be continuing; (a) default in the payment of all or
any part of the amounts payable in respect of any
of the VCRs as and when the same shall become due
and payable following the Maturity Date or the
Extended Maturity Date, the Disposition Payment
Date or otherwise; (b) material default in the
performance, or material breach, of any material
covenant or warranty of MC,and continuance of such
material default or breach for a period of 98 days
after written notice has been given to MC by the
Trustee or to MC and the Trustee by VCR Holders
holding at least 25% of the outstanding VCRs; or
(c) certain events of bankruptcy, insolvency,
reorganization or other similar events in respect
of MC.

ANTIDILUTION............... If MC shall in any manner subdivide (by stock
split, stock dividend or otherwise) or combine (by
reverse stock split or otherwise) the number of
outstanding shares of Common Stock, MC shall
correspondingly subdivide or combine the VCRs and
shall appropriately adjust the Target Price, the
Minimum Price and the Discounted Target Price.

TRADING.................... None of MC or any of its affiliates shall trade in
shares of Common Stock during the period commencing
18 trading days before the Valuation Period and
ending on the last day of the Valuation Period,
except with respect to employee benefit plans and
other incentive compensation arrangements.

VCR AGREEMENT.............. The VCRs will be issued pursuant to a VCR Agreement
between MC and the Trustee. MC shall use its
reasonable best efforts to cause the VCR Agreement
to be qualified under the Trust Indenture Act of
1939, as amended.

REGISTRATION............... The VCRs will be issued in registered form.

DIVIDENDS.................. If any dividends are paid on the MC Common Stock
prior to the Maturity Date or the Extended Maturity
Date, as applicable, the holders of the VCRs shall
have no right to receive any such dividends.

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EXHIBIT B

WHEAT FIRST BUTCHER SINGER LOGO

May 14, 1996

CONFIDENTIAL

The Board of Directors
Metrocall, Inc.
6677 Richmond Highway
Alexandria, Virginia 22306

Members of the Board:

It is our understanding that Metrocall, Inc. ("Metrocall") and A+ Network,
Inc. ("A+ Network") have entered into an Agreement and Plan of Merger (the
"Agreement") which provides for the acquisition pursuant to a tender offer (the
"Offer") by Metrocall of up to 2,140,526 shares of common stock, par value $.01
per share, of A+ Network (the "A+ Network Common Stock"), at a price of $21.10
per share, in cash, subject to there being tendered in the Offer, and not
withdrawn, 2,140,526 shares of A+ Network Common Stock. Simultaneously with the
closing of the Offer, Metrocall will purchase for cash from the principal
shareholders of A+ Network the number of shares of A+ Network Common Stock
provided for in the A+ Shareholders' Option and Sale Agreement (the
"Shareholders Agreement"), to be followed by a merger of A+ Network with and
into Metrocall (the "Merger"). In the Merger, each shares of A+ Network Common
Stock issued and outstanding at the Effective Time will be converted into the
right to receive (a) the number of shares of common stock, par value $.01 per
share, of Metrocall (the "Metrocall Common Stock") determined by dividing $21.10
by the average of the last reported closing price per Metrocall share for the 50
consecutive trading days ending on the trading day that is five trading days
prior to the transaction closing date (the "Average Share Price"), provided that
the Average Share Price shall not exceed $21.88 or be less than $17.90, and
rounding the result to the nearest 1/100,000 of a share; plus (b) Indexed
Variable Common Rights issued by Metrocall ("VCRs") in an amount equal to the
number of shares to be received pursuant to clause (a) which, as more fully
described in the Agreement, entitles the holder to consideration in certain
circumstances in the form of cash or shares of Metrocall Common Stock, the form
of which consideration may be determined by Metrocall (the Metrocall Common
Stock and VCRs to be issued in the Merger being collectively referred to as the
"Merger Consideration"). The terms set forth in the preceding two sentences are
referred to in this letter as the "Financial Terms of the Acquisition."

Wheat, First Securities, Inc. ("Wheat"), as part of its investment banking
business, is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and
unlisted securities, private placements and valuations for estate, corporate and
other purposes. In the ordinary course of our business as a our business as a
broker-dealer, we may, from time to time, have a long or short position in, and
buy or sell, debt or equity securities of Metrocall or A+ Network for our own
account or for the accounts of our customers. Wheat has acted as financial
advisor to the Board of Directors of Metrocall in connection with this
transaction and will receive a fee for such services. Wheat will also receive a
fee from Metrocall for rendering this opinion.

WHEAT FIRST BUTCHER SINGER TRADEMARK

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In arriving at the Opinion, we, among other things:

(1) reviewed the financial and other information contained in A+
Network's Annual Reports to Shareholders and Annual Reports on Form 10-K
for the fiscal years ended December 31, 1995, December 31, 1994, and
December 31, 1993, and certain interim reports to Shareholders and
Quarterly Reports on Form 10-Q;

(2) reviewed the financial and other information contained in
Metrocall's Annual Reports to Shareholders and Annual Reports on Form 10-K
for the fiscal years ended December 31, 1995, December 31, 1994 and
December 31, 1993, and certain interim reports to Shareholders and
Quarterly Reports on Form 10-Q;

(3) reviewed the audited consolidated balance sheet of Metrocall as of
December 31, 1995, and the audited consolidated statement of earnings,
stockholders' equity, and cash flows for the fiscal year then ended,
together with the notes thereto;

(4) conducted discussions with members of senior management of A+
Network and Metrocall concerning their respective business and prospects;

(5) took into account certain long-term strategic benefits expected to
occur from the Acquisition, both operational and financial, that were
described to us by Metrocall and A+ Network senior management;

(6) reviewed certain publicly available information with respect to
historical market prices and trading activity for A+ Network Common Stock
and Metrocall Common Stock and for certain publicly traded companies which
we deemed relevant;

(7) compared the results of operations of A+ Network and Metrocall
with those of certain publicly traded companies which we deemed relevant;

(8) compared the proposed Financial Terms of the Acquisition with the
financial terms of certain other mergers and acquisitions which we deemed
to be relevant;

(9) performed a discounted cash flow analysis of A+ Network based upon
estimates of projected financial performance prepared by A+ Network and
Metrocall;

(10) evaluated the pro forma financial impact of consummation of the
Agreement on Metrocall;

(11) reviewed other financial information concerning the business and
operations of A+ Network and Metrocall, including certain internal
financial analyses and forecasts for A+ Network and Metrocall prepared by
the senior management of each entity, as well as certain pro forma
financial projections for the combined company prepared by the senior
management of Metrocall;

(12) reviewed the Agreement (including the Annexes thereto) and the
Shareholders Agreement; and

(13) reviewed such other financial studies and analyses and performed
such other investigations and took into account such other matters as we
deemed necessary.

In rendering our opinion, we have assumed and relied upon the accuracy and
completeness of all information supplied or otherwise made available to us by
Metrocall and A+ Network, and we have not assumed any responsibility for
independent verification of such information or any independent valuation or
appraisal of any of the assets of Metrocall or A+ Network. We have relied upon
the management of Metrocall and A+ Network as to the reasonableness and
achievability of their financial and operational forecasts and projections, and
the assumptions and bases therefor, provided to us, and we have assumed that
such forecasts and projections reflect the best currently available estimates
and judgements of such management and that such forecasts and projections will
be realized in the amounts and in the time periods currently estimated by such
management. This opinion does not address the Financial Terms of the Acquisition
in the Offer and in the Merger independent of each other. We express no opinion
as to what the value of the Merger Consideration actually will be when issued to
A+ Network shareholders pursuant to the Merger or the price at

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which the Metrocall Common Stock or the VCRs will trade subsequent to the
Merger. Our opinion is necessarily based upon market, economic and other
conditions as they exist and can be evaluated on the date hereof and the
information made available to us through the date hereof. Our opinion, in any
event, is directed only to the fairness, from a financial point of view, of the
Financial Terms of the Acquisition and does not constitute a recommendation to
any shareholder as to how such shareholder should vote with respect to the
Merger. Our opinion does not address the relative merits of the Merger as
compared to any alternative business strategies that might exist for Metrocall,
nor does it address the effect of any other business combination in which
Metrocall might engage.

Our advisory services and the opinion expressed herein are provided solely
for the use of Metrocall's Board of Directors in evaluation the Merger and are
not on behalf of, and are not intended to confer rights or rememdies upon A+
Network, any stockholder or Metrocall or A+ Network or any person other than
Metrocall's Board of Directors. It is understood that this opinion letter is for
the information on the Board of Directors of Metrocall and, without our prior
written consent, is not to be quoted or referred to, in whole or in part, in
connection with the offering or sale of securities, nor shall this letter be
used for any other purpose, but may be referred to in, and filed as an exhibit
to, the Tender Offer Statement on Schedule 14D-1 and any amendments thereto to
be filed by Metrocall with the Securities and Exchange Commission in connection
with the Merger and the respective proxy statement of A+ Network and the proxy
statement/prospectus of Metrocall relating to the Merger and any Registration
Statement of which any such proxy statement or proxy statement/prospectus forms
a part.

On the basis of, and subject to the foregoing, we are of the opinion that
as of the date hereof the Financial Terms of the Acquisition are fair, from a
financial point of view, to Metrocall and to its shareholders.

Very truly yours,

WHEAT, FIRST SECURITIES, INC.

By: /s/ WAYNE L. HUNTER
- --------------------------------------
Managing Director

B-3
<PAGE> 248

EXHIBIT C

Prudential Securities Logo

May 15, 1996

The Board of Directors
A+ Network, Inc.
2416 Hillsboro Road
Nashville, TN 37212

Attention: Elliott H. Singer
Chairman of the Board

Dear Sirs:

We understand that A+ Network, Inc. ("A+ Network"), a Tennessee
corporation, and Metrocall, Inc. ("Metrocall"), a Delaware corporation, propose
to enter into an Agreement and Plan of Merger (the "Agreement"). Pursuant to the
Agreement, Metrocall shall offer to purchase up to approximately 2.1 million
shares of the issued and outstanding voting common stock, par value $0.01 per
share, of A+ Network (the "Shares"), together with the related Rights (as
defined in the Agreement), at a price of $21.10 per Share (or such higher price
as is paid pursuant to the tender offer, the "Cash Consideration") net to the
seller in cash (the "Tender Offer"). In addition, subject to the consummation of
the Tender Offer, Metrocall shall purchase approximately 2.2 million Shares,
together with the related Rights, at the Cash Consideration, from certain A+
Network insiders, such purchases to close promptly following the closing of the
Tender Offer. Also pursuant to the Agreement: (i) following the consummation of
the Tender Offer and the satisfaction of certain conditions, A+ Network shall be
merged with and into Metrocall (the "Merger"); and (ii) each Share outstanding
immediately prior to the effective time of the Merger (other than Shares held by
Metrocall or any subsidiary thereof), together with the related Rights, shall be
converted into the right to receive (a) approximately 1.179 newly issued shares
of common stock, par value $0.01 per share, of Metrocall (the "Purchaser
Shares") if the Average Purchaser Share Price (as defined in the Agreement) is
$17.90 or less, (b) approximately 0.964 Purchaser Shares if the Average
Purchaser Share Price is $21.88 or greater, or (c) Purchaser Shares equal to the
quotient of $21.10 divided by the Average Purchaser Share Price, if the Average
Purchaser Share Price is greater than $17.90 but less than $21.88. Further
pursuant to the Agreement, for each Purchaser Share issued pursuant to the
Agreement, one variable common right ("VCR") shall also be issued, having the
terms set forth in the Agreement. The Cash Consideration, the Purchaser Shares
and the VCRs are collectively referred to herein as the "Consideration"; such
Consideration may be paid at different times and in a different manner if the
Tender Offer is terminated under certain circumstances.

Prudential Securities Incorporated ("Prudential Securities") has been
requested by the Board of Directors of A+ Network to provide its opinion as to
whether the Consideration to be received by the holders of the Shares is fair
from a financial point of view.

In conducting our analysis and arriving at the opinion set forth below, we
have reviewed such materials and considered such financial and other factors as
we deemed appropriate under the circumstances, including among others, the
following: (i) a draft dated May 15, 1996 of the Agreement; (ii) certain
historical financial, operating and other data that were publicly available or
that were furnished to us regarding A+ Network and Metrocall; (iii) certain
information, including financial analyses and projections, relating to the
business, cash flows, assets and prospects of A+ Network provided by the
management of A+ Network; (iv) certain information, including financial analyses
and projections, relating to the business, cash flows, assets and prospects of
Metrocall based on information provided by the management of Metrocall and
developed by us in conjunction with the management of A+ Network; (v) the pro
forma combined financial impact of the consummation of the Merger on A+ Network
and Metrocall; (vi) the trading history of the common stock of each of A+
Network and Metrocall; (vii) publicly available financial, operating and stock
market data for

LOGO

C-1
<PAGE> 249

PRUDENTIAL SECURITIES LOGO

companies engaged in businesses that we deemed comparable to A+ Network and
Metrocall or otherwise relevant to our inquiry; (viii) the financial terms of
certain other recent transactions; and (ix) such other factors as we deemed
appropriate. We have met with senior officers of A+ Network and Metrocall to
discuss their judgments with respect to the prospects for their respective
businesses generally, as well as their estimates of future financial
performance, and such other matters as we believed relevant to our inquiry.

In connection with our review and analysis and in arriving at our opinion,
we have assumed and relied upon the accuracy and completeness of all of the
financial and other information provided to us or publicly available and have
not attempted independently to verify any such information. We have neither made
nor obtained any independent appraisals of the properties, facilities or other
assets of A+ Network or Metrocall. With respect to the operating and financial
projections which were provided by the managements of A+ Network and Metrocall,
and those developed by us in conjunction with the management of A+ Network, we
have assumed that they represent each respective management's best currently
available estimate as to the future operating and financial performance of A+
Network and Metrocall, respectively. In addition, we have assumed that all the
transactions contemplated by the Agreement will be consummated on the basis of
the terms and provisions of the draft dated May 15, 1996 of the Agreement. Our
opinion is necessarily based on economic, financial and market conditions as
they exist and can be evaluated on the date hereof.

Prudential Securities has provided financial advisory and financing
services to A+ Network in the past, for which we have received fees. As you are
aware, we have been retained by A+ Network to act as its financial advisor in
connection with the Merger and will receive fees for such services. The majority
of such fees are contingent upon consummation of the transactions contemplated
by the Agreement. In addition, Prudential Securities provides equity research on
A+ Network and Metrocall. Further, in the ordinary course of business, we may
trade the securities of A+ Network and of Metrocall for our own account and for
the accounts of customers, and, accordingly, at any time we may hold a long or
short position in such securities, and certain accounts of our customers hold
such securities.

Based upon and subject to the foregoing, we are of the opinion that, as of
the date hereof, the Consideration to be received pursuant to the Agreement is
fair, from a financial point of view, to the holders of the Shares of A+
Network.

This letter and the opinion stated herein is for the use of the Board of
Directors of A+ Network, and except as set forth in our engagement letter with
A+ Network, dated April 1, 1996, may not be reproduced, summarized, excerpted
from or otherwise publicly referred to or disclosed in any manner, without our
prior written consent.

Our advisory services and the opinion expressed herein are provided for the
use of the Board of Directors of A+ Network in its evaluation of the Tender
Offer and the Merger, and our opinion is not intended to be, and does not,
constitute a recommendation to any stockholder of A+ Network as to how such
stockholder should vote at the stockholders' meeting held in connection with the
Merger.

Very truly yours,

/s/ Prudential Securities Incorporated

PRUDENTIAL SECURITIES INCORPORATED

C-2
<PAGE> 250

EXHIBIT D

PROPOSED AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
(CHARTER AMENDMENT)

The proposed amendment to Section 4.1 of the Company's Amended and Restated
Certificate of Incorporation that would be effective if the Charter Amendment is
approved by the stockholders are in bold type and the proposed deletions are in
brackets and italicized type.

4. CAPITAL STOCK.

4.1 AUTHORIZED SHARES.

The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is 34,500,000 [27,000,000] shares, of which
1,000,000 shares shall be Preferred Stock, having a par value of $0.01 per share
(the "Preferred Stock"), and 33,500,000 [26,000,000] shall be classified as
shares of Common Stock, par value $0.01 per share ("Common Stock"). The Board of
Directors is expressly authorized to provide for the classification and
reclassification of any unissued shares of Preferred Stock or Common Stock and
the issuance thereof in one or more classes or series without the approval of
the stockholders of the Corporation.

D-1
<PAGE> 251

EXHIBIT E

FIRST AMENDMENT TO THE
1996 METROCALL STOCK OPTION PLAN

Section 3 of the Plan is amended by replacing the first paragraph of that
section with the following paragraph:

The stock that may be issued pursuant to Options shall be shares of
common stock of the Corporation (the "Stock"), which shares may be
treasury shares or authorized but unissued shares. The number of
shares of Stock that may be issued under the Plan shall not exceed in
the aggregate 2,000,000 shares of Stock, which number of shares is
subject to adjustment as provided in Section 12. If any Option
expires, terminates or is terminated for any reason prior to exercise
in full, the shares of Stock that were subject to the unexercised
portion of such Option shall be available immediately for future
grants of Options under the Plan.

E-1
<PAGE> 252

PROXY
A+ NETWORK, INC.
SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 6, 1996

The undersigned hereby appoints Charles A. Emling III or Randy K. Schultz,
or either of them, with power of substitution, as proxies to vote all stock of
A+ Network, Inc. (the "Company") owned by the undersigned at the Special Meeting
of Stockholders to be held at the First American Center Auditorium, Fifth Floor,
300 Union Street, Nashville, Tennessee at 2:00 p.m. on November 6, 1996, and any
adjournment thereof, on the following matter as indicated below.

To approve an Agreement and Plan of Merger, dated as of May 16, 1996, as
amended, which provides for a merger of A+ Network, Inc. with and into
Metrocall, Inc., with Metrocall, Inc. being the surviving corporation.

/ / FOR / / AGAINST / / ABSTAIN

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE PROPOSITION STATED ABOVE.

Please sign exactly as your name appears on this Proxy Card. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.

Dated: , 1996

------------------------------
Signature of Stockholder

------------------------------
Signature if held jointly

Please mark, sign, date and
return the Proxy Card promptly
using the enclosed envelope.
<PAGE> 253

METROCALL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder hereby constitutes and appoints the Proxy
Committee comprised of Vincent D. Kelly and Steven D. Jacoby the true and lawful
agent and proxy with full power of substitution, to represent the undersigned at
the Special Meeting of Stockholders of Metrocall, Inc. to be held at the
Ritz-Carlton, Pentagon City, 1250 South Hayes Street, Arlington, Virginia on
November 6, 1996, at 9:00 a.m., local time, and at any adjournments thereof, on
all matters coming before said meeting.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. THE PROXY COMMITTEE
CANNOT VOTE YOUR SHARE(S) UNLESS YOU SIGN AND RETURN THIS CARD.

The undersigned shareholder may revoke this proxy at any time before it is
voted by delivering to the Assistant Secretary of Metrocall either a written
revocation of the proxy or a duly executed proxy bearing a later date, or by
appearing at the Special Meeting and voting in person.

SEE REVERSE
SIDE
- -------- ----------------------------
PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
- --------
X ------------------------------------------------------------------------
6615

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS.

1. Approval and adoption of the Agreement and Plan of Merger, as amended.

FOR / / AGAINST / / ABSTAIN / /

2. Approval and adoption of an amendment to Amended and Restated Certificate
of Incorporation increasing the number of authorized shares of Common
Stock from 26,000,000 to 33,500,000.

FOR / / AGAINST / / ABSTAIN / /

3. Approval and adoption of an amendment to the Metrocall 1996 Stock Option
Plan increasing the number of shares that may be issued thereunder by
1,000,000.

FOR / / AGAINST / / ABSTAIN / /

4. Approval of the issuance of up to $35 million aggregate liquidation value
of Series A Convertible Preferred Stock of Metrocall on substantially the
terms described in the Joint Proxy Statement/Prospectus.

FOR / / AGAINST / / ABSTAIN / /

5. In its discretion, the Proxy Committee is authorized to vote such other
business as may properly come before the meeting or any adjournment
thereof.

NOTE: Please sign exactly as name appears hereon. Only one signature is
required in the case of jointly owned stock. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such.

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

I PLAN TO ATTEND THE MEETING / / --------------------------------------
SIGNATURE(S) DATE

METROCALL, INC.

Special Meeting of Stockholders
November 6, 1996

Ritz-Carlton, Pentagon City
1250 South Hayes Street
Arlington, Virginia
<PAGE> 254

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporate Law ("DGCL") empowers a
Delaware corporation to indemnify any person who was or is, or is threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify such persons against expenses
(including attorneys' fees) in actions brought by or in the right of the
corporation to procure a judgment in its favor under the same conditions, except
that no indemnification is permitted in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the Court of Chancery or
other such court shall deem proper. To the extent such person has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

Section 145 also provides that a corporation may maintain insurance against
liabilities for which indemnification is not expressly provided by the statute.

Section 6 of the Metrocall Amended and Restated Certificate of
Incorporation provides for indemnification of the directors, officers, employees
and agents of Metrocall to the full extent currently permitted by the DGCL.

In addition, the Metrocall Amended and Restated Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, limits directors'
liability to Metrocall and its stockholders by eliminating liability in damages
for breach of fiduciary duty. Section 5.5 of the Metrocall Amended and Restated
Certificate of Incorporation provides that neither Metrocall nor its
stockholders may recover damages from Metrocall directors for breach of their
fiduciary duties in the performance of their duties as directors of Metrocall.
As limited by Section 102(b), this provision cannot, however, have the effect of
indemnifying any director of Metrocall in the case of liability (i) for a breach
of the director's duty of loyalty, (ii) for acts of omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the DGCL or (iv) for any transactions for which the
director derived an improper personal benefit.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of May 16, 1996, between Metrocall,
Inc. and A+ Network, Inc.(a)
</TABLE>

II-1
<PAGE> 255

<TABLE>
<S> <C> <C>
2.2 Amendment to Agreement and Plan of Merger between Metrocall, Inc. and A+
Network, Inc.
2.3 Shareholders' Option and Sale Agreement dated as of May 16, 1996 between
Metrocall, Inc. and certain shareholders of A+ Network, Inc. listed
therein.(a)
2.4 Metrocall Stockholders Voting Agreement dated as of May 16, 1996 between A+
Network, Inc. and certain stockholders of Metrocall, Inc. listed therein.(a)
2.5 Agreement dated May 16, 1996 among Metrocall, Inc. and Ray D. Russenberger
and Elliott H. Singer regarding voting for director.(a)
3.1 Amended and Restated Certificate of Incorporation of Metrocall, Inc.*
3.2 Certificate of Amendment of Certificate of Incorporation of Metrocall, Inc.*
3.3 Fourth Amended and Restated Bylaws of Metrocall, Inc.*
4.1 Specimen Certificate representing the Metrocall, Inc. Common Stock.(c)
4.2 Form of Variable Common Rights Agreement between Metrocall, Inc. and the
Variable Common Rights Agent, including Form of Certificate representing
Variable Common Rights of Metrocall, Inc.
5 Opinion of Wilmer, Cutler and Pickering as to the legality of the securities
being registered.
10.1 Employment Agreement between Metrocall and Vincent D. Kelly.*
10.2 Employment Agreement between Metrocall and William L. Collins, III.*
10.3 Employment Agreement between Metrocall and Steven D. Jacoby.*
10.4 Agreement and Plan of Merger entered into effective the 26th day of April
between A+ Network, Inc. ("ACOM"), a Louisiana corporation to be formed as a
wholly-owned subsidiary of ACOM, Radio and Communications Consultants, Inc.,
Advanced Cellular Telephone, Inc., Leroy Faith, Sr. and Eddie Ray Faith,
DeWayne Faith and Leroy Faith Jr.*
10.5 Asset Purchase Agreement by and among Page America Group, Inc., Page America
of New York, Inc., Page America of Illinois, Inc., Page America
Communications of Indiana, Inc., Page America of Pennsylvania, Inc., and
Metrocall, Inc. dated as of April 22, 1996.(d)
10.6 Non-disclosure/No Conflict Agreement dated May 16, 1996 between Metrocall,
Inc. and Ray D. Russenberger.(a)
10.7 Non-disclosure/No Conflict Agreement dated May 16, 1996 between Metrocall,
Inc. and Elliott H. Singer.(a)
10.8 Employment Agreement dated May 16, 1996 between Metrocall, Inc. and Charles
A. Emling III.(a)
10.9 Change of Control Agreement between Metrocall and Vincent D. Kelly.*
10.10 Change of Control Agreement between Metrocall and William L. Collins, III.*
10.11 Change of Control Agreement between Metrocall and Steven D. Jacoby.*
10.12 Amended and Restated Loan Agreement among Metrocall, Inc., the
Toronto-Dominion Bank and the First National Bank of Boston with the
Toronto-Dominion Bank as "Documentation Agent," the First National Bank of
Boston as "Syndication Agent," the Toronto-Dominion Bank and the First
National Bank of Boston as "Managing Agents," and Toronto-Dominion (Texas),
Inc. as "Administrative Agent."(e)
13.1 Metrocall's Annual Report on Form 10-K for the year ended December 31,
1995.*
13.2 Metrocall's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.*
23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP, as independent public accountants for
Metrocall, Inc.*
23.3 Consent of Arthur Andersen LLP, as independent public accountants for O.R.
Estman, Inc. and Dana Paging, Inc. dba Satellite Paging.*
23.4 Consent of Hutton, Patterson & Company, as independent public accountants
for Parkway Paging, Inc.*
23.5 Consent of Deloitte & Touche LLP, as independent public accountants for A+
Network, Inc.
</TABLE>

II-2
<PAGE> 256

<TABLE>
<S> <C> <C>
23.6 Consent of Price Waterhouse LLP, as independent public accountants for
Network Paging Corporation.
23.7 Consent of Ernst & Young LLP, as independent auditors for Page America
Group, Inc.
23.8 Consent of Ray D. Russenberger to be named as a director in the Joint Proxy
Statement/ Prospectus.*
23.9 Consent of Elliott H. Singer to be named as a director in the Joint Proxy
Statement/ Prospectus.*
24 Power of Attorney (included in signature pages of this Registration
Statement)*
25 Statement of Eligibility of Trustee on Form T-1.*
</TABLE>

- ---------------
* Exhibit previously filed.

(a) Incorporated by reference to Metrocall, Inc.'s Tender Offer Statement on
Schedule 14D-1, filed with the Commission on May 22, 1996.

(b) Incorporated by reference to Metrocall's Registration Statement on Form
S-1, as amended (File No. 33-96042) filed with the Commission on September
27, 1995.

(c) Incorporated by reference to Metrocall's Registration Statement on Form
S-1, as amended (File No. 33-63886), filed with the Commission on July 12,
1993.

(d) Incorporated by reference to Metrocall's Statement on Schedule 13D, filed
with the Commission on May 2, 1996.

(e) Incorporated by reference to Metrocall's Registration Statement on Form
S-3, filed with the Commission on October 1, 1996.

ITEM 22. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

(d) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,

II-3
<PAGE> 257

individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-4
<PAGE> 258

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ALEXANDRIA,
COMMONWEALTH OF VIRGINIA, ON OCTOBER 8, 1996.

METROCALL, INC.

By: /s/ VINCENT D. KELLY

------------------------------------
Name: Vincent D. Kelly
Title: Vice President and CFO

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------ ------------------------------------ -----------------
<C> <C> <S>
* President, Chief Executive Officer October 8, 1996
- ------------------------------------ and
WILLIAM L. COLLINS, III Director (Principal Executive
Officer)
/s/ VINCENT D. Vice President, Chief Financial October 8, 1996
KELLY Officer
- ------------------------------------ and Director (Principal Financial
VINCENT D. KELLY and Accounting Officer)
* Chairman of the Board October 8, 1996
- ------------------------------------
RICHARD M. JOHNSTON
* Director October 8, 1996
- ------------------------------------
RONALD V. APRAHAMIAN
* Director October 8, 1996
- ------------------------------------
HARRY L. BROCK, JR.
* Director October 8, 1996
- ------------------------------------
SUZANNE S. BROCK
* Director October 8, 1996
- ------------------------------------
FRANCIS A. MARTIN, III
* Chief Operating Officer and Director October 8, 1996
- ------------------------------------
STEVEN D. JACOBY
*By: /s/ VINCENT D. October 8, 1996
KELLY
- ------------------------------------
VINCENT D. KELLY
ATTORNEY-IN-FACT
</TABLE>

II-5
<PAGE> 259

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
------ ---------------------------------------------------------------------
<C> <S> <C>
2.1 Agreement and Plan of Merger dated as of May 16, 1996, between
Metrocall, Inc. and A+ Network, Inc.(a)
2.2 Amendment to Agreement and Plan of Merger between Metrocall, Inc. and
A+ Network, Inc.
2.3 Shareholders' Option and Sale Agreement dated as of May 16, 1996
between Metrocall, Inc. and certain shareholders of A+ Network, Inc.
listed therein.(a)
2.4 Metrocall Stockholders Voting Agreement dated as of May 16, 1996
between A+ Network, Inc. and certain stockholders of Metrocall, Inc.
listed therein.(a)
2.5 Agreement dated May 16, 1996 among Metrocall, Inc. and Ray D.
Russenberger and Elliott H. Singer regarding voting for director.(a)
3.1 Amended and Restated Certificate of Incorporation of Metrocall, Inc.*
3.2 Certificate of Amendment of Certificate of Incorporation of
Metrocall, Inc.*
3.3 Fourth Amended and Restated Bylaws of Metrocall, Inc.*
4.1 Specimen Certificate representing the Metrocall, Inc. Common
Stock.(c)
4.2 Form of Variable Common Rights Agreement between Metrocall, Inc. and
the Variable Common Rights Agent, including Form of Certificate
representing Variable Common Rights of Metrocall, Inc.
5 Opinion of Wilmer, Cutler and Pickering as to the legality of the
securities being registered.
10.1 Employment Agreement between Metrocall and Vincent D. Kelly.*
10.2 Employment Agreement between Metrocall and William L. Collins, III.*
10.3 Employment Agreement between Metrocall and Steven D. Jacoby.*
10.4 Agreement and Plan of Merger entered into effective the 26th day of
April between A+ Network, Inc. ("ACOM"), a Louisiana corporation to
be formed as a wholly-owned subsidiary of ACOM, Radio and
Communications Consultants, Inc., Advanced Cellular Telephone, Inc.,
Leroy Faith, Sr. and Eddie Ray Faith, DeWayne Faith and Leroy Faith
Jr.*
10.5 Asset Purchase Agreement by and among Page America Group, Inc., Page
America of New York, Inc., Page America of Illinois, Inc., Page
America Communications of Indiana, Inc., Page America of
Pennsylvania, Inc., and Metrocall, Inc. dated as of April 22,
1996.(d)
10.6 Non-disclosure/No Conflict Agreement dated May 16, 1996 between
Metrocall, Inc. and Ray D. Russenberger.(a)
10.7 Non-disclosure/No Conflict Agreement dated May 16, 1996 between
Metrocall, Inc. and Elliott H. Singer.(a)
10.8 Employment Agreement dated May 16, 1996 between Metrocall, Inc. and
Charles A. Emling III.(a)
10.9 Change of Control Agreement between Metrocall and Vincent D. Kelly.*
10.10 Change of Control Agreement between Metrocall and William L. Collins,
III.*
10.11 Change of Control Agreement between Metrocall and Steven D. Jacoby.*
10.12 Amended and Restated Loan Agreement among Metrocall, Inc., the
Toronto-Dominion Bank and the First National Bank of Boston with the
Toronto-Dominion Bank as "Documentation Agent," the First National
Bank of Boston as "Syndication Agent," the Toronto-Dominion Bank and
the First National Bank of Boston as "Managing Agents," and
Toronto-Dominion (Texas), Inc. as "Administrative Agent."(e)
</TABLE>

<PAGE> 260

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
------ ---------------------------------------------------------------------
<C> <S> <C>
13.1 Metrocall's Annual Report on Form 10-K for the year ended December
31, 1995.*
13.2 Metrocall's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.*
23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP, as independent public accountants for
Metrocall, Inc.*
23.3 Consent of Arthur Andersen LLP, as independent public accountants for
O.R. Estman, Inc. and Dana Paging, Inc. dba Satellite Paging.*
23.4 Consent of Hutton, Patterson & Company, as independent public
accountants for Parkway Paging, Inc.*
23.5 Consent of Deloitte & Touche LLP, as independent public accountants
for A+ Network, Inc.
23.6 Consent of Price Waterhouse LLP, as independent public accountants
for Network Paging Corporation.
23.7 Consent of Ernst & Young LLP, as independent auditors for Page
America Group, Inc.
23.8 Consent of Ray D. Russenberger to be named as a director in the Joint
Proxy Statement/Prospectus.*
23.9 Consent of Elliott H. Singer to be named as a director in the Joint
Proxy Statement/Prospectus.*
24 Power of Attorney (included in signature pages of this Registration
Statement)*
25 Statement of Eligibility of Trustee on Form T-1.*
</TABLE>

- ---------------
* Exhibit previously filed.

(a) Incorporated by reference to Metrocall, Inc.'s Tender Offer Statement on
Schedule 14D-1, filed with the Commission on May 22, 1996.

(b) Incorporated by reference to Metrocall's Registration Statement on Form
S-1, as amended (File No. 33-96042) filed with the Commission on September
27, 1995.

(c) Incorporated by reference to Metrocall's Registration Statement on Form
S-1, as amended (File No. 33-63886), filed with the Commission on July 12,
1993.

(d) Incorporated by reference to Metrocall's Statement on Schedule 13D, filed
with the Commission on May 2, 1996.

(e) Incorporated by reference to Metrocall's Registration Statement on Form
S-3, filed with the Commission on October 1, 1996.

<PAGE> 1

EXHIBIT 2.2

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT TO AGREEMENT AND PLAN OF MERGER is made this day of
October, 1996 by and between METROCALL, INC., a Delaware corporation ("MC") and
A+ NETWORK, INC., a Tennessee corporation ("AN").

WHEREAS, MC and AN entered into a certain AGREEMENT AND PLAN OF MERGER
dated as of May 16, 1996 (the "Merger Agreement"); and

WHEREAS, MC and AN have agreed to amend Section 1.2 of the Merger Agreement
to allow MC to request that certain persons be elected to the Board of Directors
of AN; and

WHEREAS, MC and AN have agreed to amend certain terms of the Variable
Common Rights issued as part of the Merger Consideration;

NOW, THEREFORE, in consideration of the foregoing and the respective
agreements set forth herein and in the Merger Agreement, the parties hereto
agree as follows:

1. Definitions. Unless otherwise defined herein or unless the context
otherwise requires, capitalized terms used in this Amendment shall have the
meanings ascribed to them in the Merger Agreement.

2. Amendment of Merger Agreement.

(a) Section 1.2 of the Merger Agreement is hereby amended by adding
the following subsection (e):

(b) Section 4.1(d) of the Merger Agreement is hereby amended by
deleting ", (i)" in the first line thereof and by inserting a "." prior to
the semicolon and deleting the remainder to the subsection.

4. Miscellaneous.

(c) This Agreement shall be governed and construed in accordance with
the law of the State of Delaware without giving effect to principles of
conflicts of law thereof.

IN WITNESS WHEREOF, MC and AN have caused this Amendment to be signed 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: Vice President

A+ NETWORK, INC.

By: /s/ ELLIOTT H. SINGER

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

Name: Elliott H. Singer
Title: Chairman

<PAGE> 3

ANNEX C

PRINCIPAL TERMS OF INDEXED VARIABLE COMMON RIGHTS ("VCRS")

ISSUER..................... Metrocall, Inc. ("MC")

C-1
<PAGE> 4

DISCOUNTED TARGET PRICE.... "Discounted Target Price" means (a) if a
Disposition or an Event of Default shall occur
prior to the Maturity Date, $21.10 reduced but not

C-2
<PAGE> 5

REGISTRATION............... The VCRs will be issued in registered form.

C-3

<PAGE> 1
EXHIBIT 4.2

VARIABLE COMMON RIGHTS AGREEMENT

BY AND BETWEEN

METROCALL, INC.

AND

FIRST UNION NATIONAL BANK OF VIRGINIA, RIGHTS AGENT

Dated as of _______, 1996
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE ONE

<S> <C>
TERMS OF THE VCRs
Section 1.01 Title; Maturity Date and Extended Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02 Payment at Maturity Date and Extended Maturity Date. . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.03 Payments Prior to Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.04 Form of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.05 Termination of VCRs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE TWO

VCR CERTIFICATES
Section 2.01 Form of VCR Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.02 Number of VCR Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.03 Registrable Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.04 Execution, Authentication, Delivery and Dating. . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.05 Temporary VCR Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.06 Registration, Registration of Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.07 Mutilated, Destroyed, Lost and Stolen VCR Certificates. . . . . . . . . . . . . . . . . . . . . . 10
Section 2.08 Presentation of VCR Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.09 Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.10 Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.11 VCR Certificate Holder Not Deemed a Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE THREE

THE RIGHTS AGENT
Section 3.01 Certain Duties and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.02 Certain Rights of Rights Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.03 Not Responsible for Recitals or Issuance of VCRs. . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.04 May Hold VCRs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.05 Compensation, Reimbursement and Indemnification of the Rights Agent. . . . . . . . . . . . . . . 15
Section 3.06 Corporate Rights Agent Required; Eligibility; Disqualification. . . . . . . . . . . . . . . . . . 15
Section 3.07 Change of Rights Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.08 Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.09 Merger, Conversion, Consolidation or Succession to Business. . . . . . . . . . . . . . . . . . . 17
</TABLE>

i
<PAGE> 3

<TABLE>
<CAPTION>
ARTICLE FOUR

<S> <C>
HOLDERS' LISTS AND REPORTS BY RIGHTS AGENT AND COMPANY
Section 4.01 Company to Furnish Rights Agent Names and Addresses of Holders. . . . . . . . . . . . . . . . 17
Section 4.02 Preservation of Information; Communications to Holders. . . . . . . . . . . . . . . . . . . . . 18
Section 4.03 Reports by Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.04 Reports by Rights Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE FIVE

AMENDMENTS
Section 5.01 Amendments Without Consent of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 5.02 Amendments with Consent of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 5.03 Execution of Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.04 Effect of Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.05 Reference in VCRs to Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.06 Conformity with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE SIX

COVENANTS
Section 6.01 Payment, If Any, to Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.02 Trading Moratorium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE SEVEN

REMEDIES OF THE RIGHTS AGENT AND THE HOLDERS ON EVENT OF
DEFAULT
Section 7.01 Collection of Indebtedness by Trustee; Trustee May Prove Debt. . . . . . . . . . . . . . . . . 23
Section 7.02 Application of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 7.03 Suit for Enforcement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.04 Restoration of Rights on Abandonment of Proceedings. . . . . . . . . . . . . . . . . . . . . . 25
Section 7.05 Limitations on Suits by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.06 Unconditional Right Of Holders to Institute Certain Suits . . . . . . . . . . . . . . . . . . . 26
Section 7.08 Control by Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.09 Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.10 Rights Agent to Give Notice of Default, but May Withhold in Certain Circumstances. . . . . . . 28
Section 7.11 Right of Court to Require Filing of Undertaking to Pay Costs. . . . . . . . . . . . . . . . . . 28
</TABLE>

ii
<PAGE> 4
<TABLE>
<CAPTION>
ARTICLE EIGHT

<S> <C>
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 8.01 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.02 Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.03 Compliance Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.04 Form of Documents Delivered to Rights Agent. . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.05 Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.06 Notices, Etc., to Rights Agent and Company. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.07 Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.08 Effect of Headings and Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.09 Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.10 Benefits of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.11 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.12 Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.12 Separability Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.13 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>

EXHIBIT A - Form of VCR Certificate

EXHIBIT B - Notice of Extension of Maturity

iii
<PAGE> 5
AGREEMENT, dated as of ________ __, 1996, between Metrocall, Inc., a
Delaware corporation (hereinafter called the "Company"), and First Union
National Bank of Virginia, a national banking association (hereinafter called
the "Rights Agent").

W I T N E S S E T H:

WHEREAS, the Company has duly authorized the creation of an issue of
indexed Variable Common Rights (hereinafter called the "VCRs"), having the
rights hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Agreement;

WHEREAS, pursuant to the Agreement and Plan of Merger dated as of May
16, 1996 between the Company and A+ Network, Inc., as amended (the "Merger
Agreement"), the Company has agreed to issue and deliver to shareholders of A+
Network, Inc., among other securities, one (1) VCR for each share of common
stock, par value $.01 per share, of the Company ("Common Stock") issued by the
Company pursuant to the Merger Agreement and to pay cash to such shareholders
in lieu of issuing fractional VCRs as provided in the Merger Agreement; and

WHEREAS, all things necessary have been done by the Company to make
the VCRs, when executed by the Company and authenticated and delivered
hereunder, the valid obligations of the Company and to make this Agreement a
valid agreement of the Company, in accordance with their and its terms.

NOW, THEREFORE, for and in consideration of the promises and the
consummation of the transactions referred to above, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the VCRs,
as follows:

ARTICLE ONE

TERMS OF THE VCRs

Section 1.01 Title; Maturity Date and Extended Maturity Date.

(a) The VCRs shall be known and designated as the "Variable Common
Rights" of the Company.

(b) Subject to extension as set forth in Section 1.1(b), the
Maturity Date of the VCRs shall be___________ __, 199_ , the first anniversary
of the Effective Time of the merger pursuant to the Merger Agreement.

(c) The Company may at its option extend the Maturity Date to
____________ __, 199_ , the second anniversary of the Effective Time (the
"Extended Maturity Date"), by (i) delivering to the Rights Agent no later than
one Business Day preceding the Maturity Date a notice of extension of maturity
in substantially the form set forth as Exhibit B to this Agreement, and (ii)
publishing notice of such extension in The Wall Street Journal (Eastern
Edition), or if
<PAGE> 6
the Wall Street Journal is not then published, another newspaper with general
circulation in the City of New York, New York, no later than one Business Day
preceding the Maturity Date, provided, however, that no immaterial defect in
any such notice shall affect the validity of the extension of the Maturity Date
to the Extended Maturity Date, and that any such notice when delivered or
published in the aforesaid manner shall be conclusively deemed to have been
received by each Holder whether or not actually received by such Holder.

Section 1.02 Payment at Maturity Date and Extended Maturity Date.

(a) Certain Definitions. In addition to the definitions in
Section 7.01, the following terms shall have the meanings set forth below.

(i) "Target Price" means (A) at the Maturity Date,
$21.10 multiplied by the lesser of 1.0 and the Index Factor as of the Maturity
Date and (B) at the Extended Maturity Date, $25.10 multiplied by the lesser of
1.0 and the Index Factor as of the Extended Maturity Date. In each case, upon
each occurrence of an event specified in Section 1.02(c), such amounts, as they
may have been previously adjusted, shall be adjusted pursuant to Section
1.02(c).

(ii) "Current Market Value" per share means, with respect
to any date, (A) the median of the (B) average of the Adjusted Closing Bid
Prices of shares of the Common Stock for each Trading Day during (C) each 20
consecutive Trading Day period that both begins and ends in the Valuation
Period.

(iii) "Minimum Price" means (A) at or before the Maturity
Date, $16.10 and (B) at or before the Extended Maturity Date, $18.10. In each
case, upon each occurrence of an event specified in Section 1.02(c), such
amounts, as they may have been previously adjusted, shall be adjusted pursuant
to Section 1.02(c).

(iv) "Adjusted Closing Bid Price" with respect to the
shares of any company shall mean the closing bid price per share of such
company's shares on the Nasdaq National Market System (or, if the shares are
traded on a securities exchange, on such exchange), adjusted to take account of
any subdivision (by stock split, stock dividend or otherwise) or combination
(by reverse split or otherwise) occurring after May 14, 1996. If any company
(other than the Company) with respect to the shares of which a closing bid
price must be determined merges with or into another company, then the Adjusted
Closing Bid Price shall equal (A) to the extent shares were converted into
shares of another company that are publicly traded, the closing bid price per
share of the shares into which such company's shares were converted in the
merger (adjusted in the case of any share split, share dividend or reverse
split occurring after the merger) times the conversion ratio at which the
shares were converted and (B) to the extent the shares were converted into
consideration other than shares of another company that are publicly traded,
the amount of cash and/or the fair market value (as determined by an
independent nationally recognized investment banking firm) of any other
consideration into which the shares were converted. If the shares of any
company are not traded on the Nasdaq National Market or on a securities
exchange, then the "Adjusted Closing Bid Price" shall be equal to the last
reported bid price on such day, as reported by The Wall Street Journal or a
reputable quotation

2
<PAGE> 7
source designated by the Company. If the "Adjusted Closing Bid Price" cannot
be so determined because no bid prices are reported for the relevant date, then
the "Adjusted Closing Bid Price" shall be equal to the last reported bid price,
as reported by The Wall Street Journal or a reputable quotation service
designated by the Company, on the most recent day (not more than 10 days prior
to the date in question) for which prices have been so reported; provided that
if there are no bid prices reported during the 10 days prior to the date in
question, the "Adjusted Closing Bid Price" shall be the fair market value as
determined by an independent nationally recognized investment banking firm.

(v) "Valuation Period" with respect to any date means the
60 Trading Day period immediately preceding (and including) such date.

(vi) "Index Factor", as of any date, shall be equal to
the Ending Period Comparable Paging Company Index as of such date divided by
$24.604.

(vii) "Daily Index Value" shall mean, on any Trading Day,
the average of the Adjusted Closing Bid Prices on such day of shares of common
stock of Arch Communications Group, Inc., MobilMedia Communications, Inc. and
ProNet, Inc., or any successors as determined pursuant to Section 1.02(a)(iv).

(viii) "Ending Period Comparable Paging Company Index"
means, with respect to any date, (A) the median of (B) the average of the Daily
Index Value for each Trading Day during (C) each 20 consecutive Trading Day
period that both begins and ends in the Valuation Period.

(b) Subject to Section 1.05, each VCR shall entitle the Holder to
receive cash or securities of the Company, as determined pursuant to Section
1.04, in the amount, if any, by which the Target Price on the Maturity Date or,
if the Company has elected to extend the Maturity Date pursuant to Section
1.01(c), on the Extended Maturity Date, exceeds the greater of (i) the Current
Market Value as of such date and (ii) the Minimum Price (the "VCR Payment").
Within 5 Business Days of the Maturity Date or the Extended Maturity Date, as
the case may be, the Company will deposit with the Rights Agent cash or
securities of the Company, as determined pursuant to Section 1.04, in an amount
equal to the number of VCRs then outstanding multiplied by the VCR Payment.
Following such deposit, the Rights Agent will disburse to each Holder of a VCR
Certificate, the VCR Payment times the number of VCRs represented by such VCR
Certificate.

(c) If the Company (i) subdivides (by stock split, stock dividend
or otherwise) its outstanding shares of Common Stock into a greater number of
shares or (ii) combines (by reverse stock split, reclassification or otherwise)
its outstanding shares of Common Stock into a smaller number of shares, each
VCR shall automatically and without further action by the Company or any Holder
be similarly subdivided or combined and the Target Price, the Minimum Price and
the Discounted Target Price (as defined below) shall be adjusted by dividing
each of them by the number of shares of Common Stock which a holder of one
share of Common Stock

3
<PAGE> 8
immediately prior to the effective date of a subdivision or combination would
have immediately after the occurrence of any such event. Nothing contained in
this Agreement shall be deemed to preclude any Holder from receiving a
fractional VCR as the result of an adjustment made pursuant to this Section
1.02(c). Whenever an adjustment is made as provided in this Section 1.02 (c),
the Company shall (i) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(ii) promptly file with the Rights Agent a copy of such certificate and (iii)
mail a brief summary thereof to each Holder. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment therein
contained absent manifest error. Each outstanding VCR Certificate shall
thenceforth be deemed to represent that number of adjusted VCRs necessary to
reflect such subdivision or combination, and be deemed to reflect the adjusted
Target Price, the Minimum Price and the Discounted Target Price.

(d) Notwithstanding any provisions of this Agreement or the VCR
Certificates to the contrary, other than in the case of interest on the Default
Amount, no interest shall accrue on any amounts payable on the VCRs to any
Holder.

Section 1.03 Payments Prior to Maturity.

(a) Certain Definitions.

(i) "Event of Default" means any of the following which
shall have occurred and be continuing:

(A) default in the payment of all or any part of
the amounts payable in respect of any of the VCRs as and when the same shall
become due and payable following the Maturity Date or the Extended Maturity
Date, as the case may be, the Disposition Payment Date or otherwise;

(B) material default in the performance, or
material breach, of any material covenant or warranty of the Company in this
Agreement, and continuance of such material default or breach for a period of
98 days after written notice has been given to the Company by the Rights Agent
or to the Company and the Rights Agent by Holders holding at least 25% of the
outstanding VCRs; or

4
<PAGE> 9
of a court having jurisdiction in the premises for the appointment of a
receiver, liquidator, sequestrator, trustee, custodian or other officer having
similar powers over the Company, or over all of a substantial part of its
property, shall have been entered, or there shall have occurred the involuntary
appointment of an interim receiver, trustee or other custodian of the Company
for all or a substantial part of its property, and any such event described in
this clause (y) shall continue for 60 days without being dismissed or
discharged, or (z) the Company shall fail generally to pay its debts as the
same come due, shall make any assignment for the benefit of its creditors,
shall liquidate, dissolve, or otherwise seek to wind up its affairs, or shall
take any action in furtherance of the foregoing.

(ii) "Disposition" means (A) a merger, consolidation or
other business combination involving the Company as a result of which no shares
of Common Stock shall remain outstanding, (B) a sale, transfer or other
disposition, in one or a series of transactions, of all or substantially all of
the assets of the Company or (C) a reclassification of Common Stock as any
other capital stock of the Company or any other person.

(iii) "Default Amount" means the amount, if any, by which
the Discounted Target Price exceeds the Minimum Price.

(iv) "Discounted Target Price" means (A) if a Disposition
or an Event of Default shall occur prior to the Maturity Date, $21.10
multiplied by the lesser of 1.0 and the relevant Index Factor as of the
Disposition Payment Date or the Default Payment Date, as the case may be, and
discounted from the Maturity Date to the Disposition Payment Date or the
Default Payment Date, as the case may be, at a per annum rate of 8%; or (B) if
a Disposition or an Event of Default shall occur after the Maturity Date but
prior to the Extended Maturity Date, $25.10 multiplied by the lesser of 1.0 and
the Index Factor as of the Disposition Payment Date or the Default Payment
Date, as the case may be, and discounted from the Extended Maturity Date to
the Disposition Payment Date or the Default Payment Date, as the case may be,
at a per annum rate of 8%. In each case, upon each occurrence of an event
specified in Section 1.02(c), such amounts, as they may have been previously
adjusted, shall be adjusted pursuant to Section 1.02(c).

(v) "Disposition Payment Date", with respect to a
Disposition, means the date established by the Company for payment of the
amount due on the VCRs in respect of such Disposition, which in no event shall
be more than 38 days after the date on which such Disposition was consummated.

(vi) "Default Payment Date" means the date on which the
VCRs become due and payable upon the declaration thereof pursuant to Section
1.03(b) following an Event of Default.

(b) The Company will, as soon as practicable, give notice to the
Rights Agent and each Holder of the occurrence of a Disposition and the
Disposition Payment Date. Subject to Section 1.05, each VCR shall entitle the
holder to receive cash or securities of the Company, as

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determined pursuant to Section 1.04, in an amount, if any, by which the
Discounted Target Price on the Disposition Payment Date exceeds the greater of
(i) the fair market value as of the date of the Disposition (if other than
cash, as determined by an independent nationally recognized investment banking
firm) of the consideration, if any, received by holders of Common Stock for
each share of such Common Stock held by such holder as a result of such
Disposition and assuming that such holder did not exercise any right of
appraisal granted under law with respect to such Disposition, and (ii) the
Minimum Price (the "Disposition VCR Payment"). On the Disposition Payment
Date, the Company will deposit with the Rights Agent cash or securities of the
Company, as determined pursuant to Section 1.04, in an amount equal to the
number of VCRs then outstanding multiplied by the Disposition VCR Payment.
Following such deposit, the Rights Agent will disburse to each Holder of a VCR
Certificate the Disposition VCR Payment times the number of VCRs represented by
such VCR Certificate.

(c) If an Event of Default occurs and is continuing, either the
Rights Agent or the Holders holding at least 25% of the Outstanding VCRs, by
notice to the Company (and to the Rights Agent if given by the Holders), may
declare the VCRs to be due and payable, and upon any such declaration, the
Default Amount shall become immediately due and payable and, thereafter, shall
bear interest at an interest rate of 12% per annum (the "Default Interest
Rate") until payment is made to the Rights Agent for distribution to the VCR
Holders.

Section 1.04 Form of Payment.

(a) The Company, at its option, may pay the VCR Payment Amount,
Disposition Payment Amount or Default Amount in (i) cash or (ii) that number of
shares of Common Stock equal to the VCR Payment Amount, Disposition Payment
Amount or Default Amount divided by the Current Market Value of the Common
Stock as of the Maturity Date, the Extended Maturity Date, the Disposition
Payment Date or the Default Payment Date, as the case may be; provided,
however, that if an Event of Default has occurred and is continuing at the time
of such payment, the Default Payment Amount may be paid only in cash or shares
of Company preferred stock ("Preferred Stock") having the terms set forth in
Exhibit C to this Agreement, with each Holder receiving a number of Fractional
Shares (as defined below) equal to the number of shares of Common Stock such
Holder would have received if the Company had paid in shares of Common Stock.
If the number of shares of Common Stock that is authorized by the Company's
certificate of incorporation but not outstanding or reserved for issuance for
purposes other than payment of amounts due in payment of the VCRs is not
sufficient to permit the payment in shares of Common Stock, the Company may, in
lieu of paying in shares of Common Stock, pay amounts due in payment of the
VCRs in shares of Preferred Stock having the terms set forth in Exhibit C to
this Agreement, with each Holder receiving a number of Fractional Shares equal
to the number of shares of Common Stock such Holder would have received if the
Company had paid in shares of Common Stock. "Fractional Share" shall mean such
fraction of a whole share of Preferred Stock as determined by the Board of
Directors of the Company. Any shares of Common Stock or Preferred Stock to be
issued hereunder shall be issued pursuant to an effective registration
statement under the Securities Act or under an exemption therefrom.

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(b) Fractional Shares of Common Stock.

(i) If payment is made in Common Stock pursuant to
Section 1.04(a), the Company shall not issue fractions of shares of Common
Stock upon payment under the VCRs or distribute certificates which evidence
fractional shares of Common Stock; provided that the foregoing shall not
preclude any Holder from aggregating VCR Certificates and receiving a whole
number of shares of Common Stock, in which case the foregoing shall apply only
to any fraction of a share resulting from such aggregation. In lieu of any
such fractional shares of Common Stock, the Holder shall receive cash equal to
the same fraction of the Current Market Value as of the Maturity Date or the
Extended Maturity Date, as the case may be, of one share of Common Stock. Upon
request by the Rights Agent, the Company will deposit sufficient cash to make
payment in respect of fraction VCRs as provided herein.

(ii) The holder of a VCR by the acceptance of the VCR
expressly waives his right to receive any fractional shares of Common Stock
upon exercise of a VCR except as permitted by this Section 1.04.

Section 1.05 Termination of VCRs.

Notwithstanding anything to the contrary set forth herein, the VCRs
shall terminate and become null and void, and the Holders thereof shall have no
further rights with respect thereto, if the closing bid price of the Common
Stock exceeds (a) $21.10 on each Trading Day in any period of 50 consecutive
calendar days prior to the Maturity Date, or (b) $25.10 on each Trading Day in
any period of 50 consecutive calendar days between the Maturity Date and the
Extended Maturity Date. Upon such termination, the Company shall give the
Rights Agent notice of such termination. The failure to give such notice or
any defect therein shall not affect the validity of such termination.

ARTICLE TWO

VCR CERTIFICATES

Section 2.01 Form of VCR Certificates.

(a) The VCR Certificates and the Rights Agent's certificate of
authentication shall be in substantially the forms set forth in Exhibit A
hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed therein as may be required to comply with the rules of any
securities exchange or as may be required by law or any rule or regulation
pursuant thereto, all as may be determined by officers executing such VCR
Certificates, as evidenced by their execution of the VCR Certificates. Any
portion of the text of any VCR Certificate may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the VCR
Certificate.

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(b) The definitive VCR Certificates shall be printed, lithographed
or engraved on steel engraved borders or produced by any combination of these
methods or may be produced in any other manner permitted by the rules of any
securities exchange on which the VCRs may be listed, all as determined by the
officers executing such VCR Certificates, as evidenced by their execution of
such VCR Certificates.

Section 2.02 Number of VCR Certificates.

The aggregate number of VCR Certificates which may be authenticated
and delivered under this Agreement is limited to _____________ [number of
shares/VCRs to be issued in Merger] except for VCR Certificates authenticated
and delivered upon registration of transfer, or in exchange for, or in lieu of,
other VCR Certificates pursuant to Section 2.05, 2.06, 2.07 or 5.05; provided,
that, the foregoing limitation shall not affect the adjustments called for in
Section 1.02.

Section 2.03 Registrable Form.

The VCR Certificates shall be issuable only in registered form.

Section 2.04 Execution, Authentication, Delivery and Dating.

(a) The VCR Certificates shall be executed an behalf of the
Company by its Chairman of the Board of Directors or its president or any vice
president or its treasurer, under its corporate seal which may, but need not,
be attested. The signature of any of these officers on the VCR Certificates
may be manual or facsimile.

(b) VCR Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such VCR
Certificates or did not hold such offices at the date of such VCR Certificates.

(c) At any time and from time to time after the execution and
delivery of this Agreement, the Company may deliver VCR Certificates executed
by the Company to the Rights Agent for authentication, together with a Company
Order for the authentication and delivery of such VCR Certificates; and the
Rights Agent in accordance with such Company Order shall authenticate and
deliver such VCR Certificates as provided in this Agreement and not otherwise.

(d) Each VCR Certificate shall be dated the date of its
authentication.

(e) No VCR Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose unless there appears on
such VCR Certificate a certificate of

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authentication substantially in the form provided for herein duly executed by
the Rights Agent by manual signature of an authorized officer, and such
certificate upon any VCR Certificate shall be conclusive evidence, and the only
evidence, that such VCR Certificate has been duly authenticated and delivered
hereunder and that the Holder is entitled to the benefits of this Agreement.

Section 2.05 Temporary VCR Certificates.

(a) Pending the preparation of definitive VCR Certificates, the
Company may execute, and upon Company Order the Rights Agent shall authenticate
and deliver, temporary VCR Certificates which are printed, lithographed,
typewritten, mimeographed or otherwise produced, substantially of the tenor of
the definitive VCR Certificates in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such VCR Certificates may determine with the concurrence of
the Rights Agent. Temporary VCR Certificates may contain such reference to any
provisions of this Agreement as may be appropriate. Every temporary VCR
Certificate shall be executed by the Company and be authenticated by the Rights
Agent upon the same conditions and in substantially the same manner, and with
like effect, as the definitive VCR Certificates.

(b) If temporary VCR Certificates are issued, the Company will
cause definitive VCR Certificates to be prepared without unreasonable delay.
After the preparation of definitive VCR Certificates, the temporary VCR
Certificates shall be exchangeable for definitive VCR Certificates upon
surrender of the temporary VCR Certificates at the office of the Rights Agent,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary VCR Certificates the Company shall execute and the Rights Agent
shall authenticate and deliver in exchange therefor a like amount of definitive
VCR Certificates. Until so exchanged, the temporary VCR Certificates shall in
all respects be entitled to the same benefits under this Agreement as
definitive VCR Certificates.

Section 2.06 Registration, Registration of Transfer and Exchange.

(a) The Company shall cause to be kept at the office of the Rights
Agent a register (being herein sometimes referred to as the "Security
Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of VCRs and for
transfers of VCRs. The Rights Agent is hereby initially appointed "Security
Registrar" for the purpose of registering VCRs and transfers of VCRs as herein
provided.

(b) Upon surrender for registration of transfer of any VCR
Certificate at the office of the Rights Agent, the Company shall execute, and
the Rights Agent shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new VCR Certificates representing the
same aggregate number of VCRs represented by the VCR Certificate so surrendered
that are to be transferred and the Company shall execute and the Rights Agent
shall authenticate and deliver, in the name of the transferor, one or more new
VCR Certificates represented by such VCR Certificate that are not to be
transferred.

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(c) At the option of the Holder, VCR Certificates may be exchanged
for other VCR Certificates that represent in the aggregate the same number of
VCRs as the VCR Certificates surrendered at the office of the Rights Agent.
Whenever any VCR Certificates are so surrendered for exchange, the Company
shall execute, and the Rights Agent shall authenticate and deliver, the VCR
Certificates which the Holder making the exchange is entitled to receive.

(d) All VCR Certificates issued upon any registration of transfer
or exchange of VCR Certificates shall be the valid obligations of the Company,
evidencing the same right and entitled to the same benefits under this
Agreement as the VCR Certificates surrendered upon such registration of
transfer or exchange.

(e) Every VCR Certificate presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company
or the Security Registrar) be duly endorsed, or be accompanied by a written
intent of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

(f) No service charge shall be made for any registration of
transfer or exchange of VCRs, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of VCRs, other than
exchanges pursuant to Section 2.05 or not involving any transfer.

Section 2.07 Mutilated, Destroyed, Lost and Stolen VCR
Certificates.

(a) If (i) any mutilated VCR Certificate is surrendered to the
Rights Agent or (ii) the Company and the Rights Agent receive evidence to their
satisfaction of the destruction, loss or theft of any VCR Certificate, and
there is delivered to the Company and the Rights Agent such security or
indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Company or the Rights Agent that such VCR
Certificate has been acquired by a bona fide purchaser, the Company shall
execute and upon its written request the Rights Agent shall authenticate and
deliver, in exchange for any such mutilated VCR Certificate or in lieu of any
such destroyed, lost or stolen VCR Certificate, a new VCR Certificate of like
tenor and amount of VCRs, bearing a number not contemporaneously outstanding.

(b) In case any such mutilated, destroyed, lost or stolen VCR
Certificate has become or is to become due and payable within 15 days, the
Company in its discretion may, instead of issuing a new VCR Certificate,
deliver payment, if any, for such VCR on or prior to the Maturity Date or the
Extended Maturity Date, as the case may be.

(c) Upon the issuance of any new VCR Certificates under this
Section 2.07, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Rights Agent)
connected therewith.

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(d) Every new VCR Certificate issued pursuant to this Section 2.07
in lieu of any destroyed, lost or stolen VCR Certificate shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen VCR Certificate shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Agreement equally and
proportionately with any and all other VCR Certificates duly issued hereunder.

(e) The provisions of this Section 2.07 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen VCR
Certificates.

Section 2.08 Presentation of VCR Certificate.

Payment of any amounts on the VCRs shall be made only upon
presentation of the VCR Certificate by the Holder thereof at the office of the
Rights Agent maintained for that purpose in New York, New York.

Section 2.09 Persons Deemed Owners.

Prior to the time of due presentment for registration of transfer,
the Company, the Rights Agent and any agent of the Company or the Rights Agent
may treat the Person in whose name any VCR is registered as the owner of such
VCR for the purpose of receiving payment on such VCR and for all other purposes
whatsoever, whether or not such VCR be overdue, and neither the Company, the
Rights Agent nor any agent of the Company or the Rights Agent shall be affected
by notice to the contrary.

Section 2.10 Cancellation.

All VCRs surrendered for payment, registration, transfer or exchange
shall, if surrendered to any Person other than the Rights Agent, be delivered
to the Rights Agent and shall be promptly canceled by it. The Company may at
any time deliver to the Rights Agent for cancellation any VCRs previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all VCRs so delivered shall be promptly canceled by
the Rights Agent. No VCRs shall be authenticated in lieu of or in exchange for
any VCRs canceled as provided in this Section 2.10, except as expressly
permitted by this Agreement. All canceled VCRs held by the Rights Agent shall
be disposed of as directed by a Company Order.

Section 2.11 VCR Certificate Holder Not Deemed a Stockholder.

No Holder, as such, of any VCR Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the shares of
capital stock which may at any time be issuable on the exercise of the VCRs
represented thereby, nor shall anything contained herein or in any VCR
Certificate be construed to confer upon the holder of any VCR Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote
for the election of

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<PAGE> 16
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders, or to receive dividends or
subscription rights, or otherwise, unless and until shares of Common Stock have
been issued in payment of the VCRs in accordance with the provisions hereof.

ARTICLE THREE

THE RIGHTS AGENT

Section 3.01 Certain Duties and Responsibilities.

(a) With respect to the Holders of VCRs issued hereunder, the
Rights Agent, prior to an Event of Default with respect to the VCRs and after
curing or waiving of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are specifically set forth in
this Agreement, and no implied covenants or obligations shall be read into this
Agreement against the Rights Agent. In case an Event of Default with respect
to the VCRs has occurred (which has not been cured or waived), the Rights Agent
shall exercise such of the rights and powers vested in it by this Agreement,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs.

(b) In the absence of bad faith on its part, prior to the
occurrence of an Event of Default and after the curing or waiving of all such
Events of Default which may have occurred, the Rights Agent may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Rights Agent
and conforming to the requirements of this Agreement; but in the case of any
such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Rights Agent, the Rights Agent shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Agreement.

(d) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
person reasonably believed by the Rights Agent to be the Chairman of the Board,
the Chief Executive Officer, the President or any Vice President or the
Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be liable for any
action taken, suffered or omitted to be taken by it in good faith in accordance
with instructions of any such officer. Any application by the Rights Agent for
written instructions from the Company may, at the option of the Rights Agent
set forth in writing any action proposed to be taken or omitted by the Rights
Agent under this Agreement and the date on or after which such action shall be
taken or such omission shall be effective. The

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Rights Agent shall not be liable for any action taken by, or omission of, the
Rights Agent in accordance with a proposal included in any such application on
or after the date specified in such application (which date shall not be less
than five Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to an earlier date) unless, prior to taking any such action (or the
effective date in the case of an omission), the Rights Agent shall have
received written instructions in response to such application specifying the
action to be taken or omitted.

Section 3.02 Certain Rights of Rights Agent.

Subject to the provisions of Trust Indenture Act Sections 315(a)
through 315(d) and Section 3.01 hereof:

(a) The Rights Agent may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties.

(b) Any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution.

(c) Whenever in the administration of this Agreement the Rights
Agent shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Rights Agent (unless
other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, rely upon an Officer's Certificate.

(d) The Rights Agent may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.

(e) The Rights Agent shall be under no obligation to exercise any
of the rights or powers vested in it by this Agreement at the request or
direction of any of the Holders pursuant to this Agreement, unless such Holders
shall have offered to the Rights Agent reasonable security or indemnity against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

(f) The Rights Agent shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request consent order, approval,
appraisal, bond, debenture, note, coupon, security, or other paper or document
unless requested in writing to do so by the Holders of not less than a majority
in aggregate number of the VCRs then outstanding; provided that, if the payment
within a

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reasonable time to the Rights Agent of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Rights Agent not reasonably assured to the Rights Agent by the
security afforded to it by the terms of this Agreement, the Rights Agent may
require reasonable indemnity against such expenses or liabilities as a
condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Company or, if paid by the Rights Agent or any predecessor
Rights Agent, shall be repaid by the Company upon demand.

(g) The Rights Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Rights Agent shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.

(h) The permissive rights of the Rights Agent to do things
enumerated in this Agreement shall not be construed as a duty.

(i) The Rights Agent shall not be required to give any note or
surety in respect of the execution of the said trusts and powers.

(j) Except for an event of which the Rights Agent has "actual
knowledge," which event, with the giving of notice or the passage of time or
both, would constitute an Event of Default, the Rights Agent shall not be
deemed to have notice of any Event of Default unless specifically notified in
writing of such event by the Company or the Holders of not less than 25% in
aggregate number of VCRs Outstanding; as used herein, the term "actual
knowledge" means the actual fact or statement of knowing, without any duty to
make any investigation without regard thereto.

(k) No provision of this Rights Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

Section 3.03 Not Responsible for Recitals or Issuance of VCRs.

The recitals contained herein and in the VCRs, except the Rights
Agent's certificates of authentication, shall be taken as the statements of the
Company, and the Rights Agent assumes no responsibility for their correctness.
The Rights Agent makes no representations as to the validity or sufficiency of
this Agreement or of the VCRs. The Rights Agent shall not be accountable for
the use or application by the Company of VCRs.

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Section 3.04 May Hold VCRs.

The Rights Agent, any Paying Agent, Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of VCRs, and, subject to Section 3.07, may otherwise deal with
the Company with the same rights it would have if it were not Rights Agent,
Paying Agent, Security Registrar or such other agent.

Section 3.05 Compensation, Reimbursement and Indemnification of
the Rights Agent.

The Company agrees:

(a) to pay to the Rights Agent from time to time reasonable
compensation for all services tendered by it hereunder;

(b) except as otherwise expressly provided herein, to reimburse
the Rights Agent upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Rights Agent in accordance with any
provision of this Agreement (including the reasonable compensation and the
events and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its gross negligence, willful
misconduct or bad faith; and

(c) to indemnify the Rights Agent for, and to hold it harmless
against, any loss, liability or expense incurred without gross negligence,
willful misconduct or bad faith on its part, arising out of or in connection
with the acceptance or administration of this agency, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder,
including the enforcement of this Section 3.05.

Section 3.06 Corporate Rights Agent Required; Eligibility;
Disqualification.

(a) The Company shall insure that there shall at all times be a
Rights Agent hereunder which shall be a corporation organized and doing
business under the laws of the United States of America or of any state or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. Neither the Company nor
any Person directly or indirectly controlling, controlled by or under common
control with the Company shall serve as Rights Agent.

(b) The Rights Agent shall be subject to the provisions of Section
310(b) of the Trust Indenture Act during the period of time provided for
therein. Nothing herein shall prevent the

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<PAGE> 20
Trustee from filing with the Commission the application referred to in the
penultimate paragraph of Section 310(b) of the Trust Indenture Act.

(c) If at any time the Rights Agent shall cease to be eligible in
accordance with the provisions of this Section 4.06, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 3.07 Change of Rights Agent.

The Rights Agent or any successor Rights Agent may resign and be
discharged from its duties under this Agreement upon 30 days notice in writing
mailed to the Company and to each transfer agent of the Common Stock by
registered or certified mail, and to the holders of the VCR Certificates by
first-class mail. The Company may remove this Rights Agent or any successor
Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Common Stock by registered or certified mail and to the holders of the VCR
Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to this Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of a VCR
Certificate (who shall, with such notice, submit his VCR Certificate for
inspection by the Company), then the registered holder of any VCR Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or
by such a court, shall be (a) a corporation organized and doing business under
the laws of the United States or of any state of the United States or the
District of Columbia, in good standing, which is authorized under such law to
exercise stock transfer or corporate trust powers and is subject to supervision
or examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$50,000,000 or (b) an Affiliate of a corporation described in clause (a) of
this sentence. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed, but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by such predecessor Rights Agent hereunder,
and execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and mail a
notice thereof in writing to the registered holders of the VCR Certificates.
Failure to give any notice provided for in this Section 4.07, or any defect
therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent,
as the case may be.

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Section 3.08 Acceptance of Appointment by Successor.

(a) Every successor Rights Agent appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Rights Agent an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Rights Agent shall become effective and such successor Rights
Agent, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Rights Agent; but, on
request of the Company or the successor Rights Agent, such retiring Rights
Agent shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Rights Agent all the rights, powers and trusts
of the retiring Rights Agent, and shall duly assign, transfer and deliver to
such successor Rights Agent all property and money held by such retiring Rights
Agent hereunder. Upon request of any such successor Rights Agent, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Rights Agent all such rights, powers and
trusts.

(b) No successor Rights Agent shall accept its appointment unless
at the time of such acceptance such successor Rights Agent shall be qualified
and eligible under this Article.

Section 3.09 Merger, Conversion, Consolidation or Succession to
Business.

Any corporation into which the Rights Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Rights Agent shall be
a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Rights Agent shall be the successor of the
Rights Agent hereunder, provided such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any VCRs
shall have been authenticated, but not delivered, by the Rights Agent then in
office, any successor by merger, conversion or consolidation to such
authenticating Rights Agent may adopt such authentication and deliver the VCRs
so authenticated with the same effect as if such successor Rights Agent had
itself authenticated such VCRs, and such certificate shall have the full force
which it is anywhere in the VCRs or in this Agreement provided that the
certificate of the Rights Agent shall have; provided that the right to adopt
the certificate of authentication of any predecessor Rights Agent shall apply
only to its successor or successors by merger, conversion or consolidation.

ARTICLE FOUR

HOLDERS' LISTS AND REPORTS BY RIGHTS AGENT AND COMPANY

Section 4.01 Company to Furnish Rights Agent Names and Addresses
of Holders.

The Company will furnish or cause to be furnished to the Rights Agent
(a) semiannually, beginning January 1, 1997, a list, in such form as the Rights
Agent may reasonably require, of the names and addresses of the Holders as of
the date thereof and (b) at such times as the Rights

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Agent may request in writing, within 30 days after receipt by the Company of
any such request, a list, in such form as the Rights Agent may reasonably
require, of the names and the addresses of the Holders as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
if and so long as the Rights Agent shall be the Security Registrar, no such
list need be furnished.

Section 4.02 Preservation of Information; Communications to
Holders.

(a) If the list is provided pursuant to Section 4.01, the Rights
Agent shall preserve, in as current a form as is reasonable practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Rights Agent as provided in Section 4.01 and the names and addresses of
Holders received by the Rights Agent in its capacity as Security Registrar.
The Rights Agent may destroy any list furnished to it as provided in Section
4.01 upon receipt of a new list so furnished.

(b) If three or more Holders (hereinafter referred to as
"applicants") apply in writing to the Rights Agent, and furnish to the Rights
Agent reasonable proof that each such applicant has owned a VCR for a period of
at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the VCRs and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Rights Agent shall, within five
Business Days after the receipt of such application at its election, either (i)
afford such applicants access to the information preserved at the time by the
Rights Agent in accordance with Section 4.02(a), or (ii) inform such applicants
as to the approximate number of Holders whose names and addresses appear in the
information preserved at the time by the Rights Agent in accordance with
Section 4.02(a), and as to the approximate cost of mailing to such Holders the
forms of proxy or other communication, if any, specified in such application.

If the Rights Agent shall elect not to afford such applicants access
to such information, the Rights Agent shall, upon the written request of such
applicants, mail to each Holders whose name and address appear in the
information preserved at the time by the Rights Agent in accordance with
Section 4.02(a), a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Rights Agent of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Rights Agent shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Rights Agent, such mailing
would be contrary to the best interests of the Holders or would be in violation
of applicable law. Such written statement shall specify the basis of such
opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Rights Agent

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shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender
otherwise the Rights Agent shall be relieved of any obligation or duty to such
applicants respecting their application.

(c) Every Holder of VCRs, by receiving and holding the same,
agrees with the Company and the Rights Agent that neither the Company nor the
Rights Agent shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Subsection (b), regardless of the source from which such information was
derived, and that the Rights Agent shall not be held accountable by reason of
mailing any material pursuant to a request made under Subsection (b).

Section 4.03 Reports by Company.

The Company shall:

(a) file with the Rights Agent, within 15 days after the Company
is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Rights Agent and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations; and

(b) file with the Rights Agent and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Agreement as may be required
from time to time by such rules and regulations.

(c) The Rights Agent shall transmit by mail to all Holders, as
their names and addresses appear in the security Register, within 30 days after
the filing thereof with the Rights Agent such summaries of any information,
documents and reports required to be filed by the Company pursuant to
Subsections (a) and (b) of this Section 4.03 as may be required by rules and
regulations prescribed from time to time by the Commission.

Section 4.04 Reports by Rights Agent.

Within 60 days after [the Closing Date] of each year commencing with
[one year from the Closing Date], the Rights Agent shall transmit by mail to
the Holder, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, and to the Company, a brief report dated as of such [the
Closing Date] which satisfies the requirements of Section 313(a) of the Trust

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Indenture Act. The Rights Agent shall also transmit such reports to Holders as
are required by Section 313(b) of the Trust Indenture Act. A copy of each
report at the time of its mailing to Holders shall be filed with the Commission
and each stock exchange on which the VCRs are listed, if any, or the Nasdaq
interdealer quotation system, if applicable. The Company shall notify the
Rights Agent when the VCRs are listed on any stock exchange or traded on the
Nasdaq interdealer quotation system.

ARTICLE FIVE

AMENDMENTS

Section 5.01 Amendments Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Rights Agent, at any time and from time to time, may
enter into one or more amendments hereto, in form satisfactory to the Rights
Agent, for any of the following purposes:

(a) to evidence the succession of another Person to the Company,
and the assumption by any such successor of the covenants of the Company herein
and in the VCRs; or

(b) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as its Board of Directors and the Rights
Agent shall consider to be for the protection of the Holders of VCRs, and to
make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restriction, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Agreement as herein set forth; provided that in respect of any
such additional covenant, restriction, condition or provision such amendment
may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such an Event of Default or may limit
the right of the Holders of a majority in aggregate number of the VCRs to waive
such an Event of Default; or

(c) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Agreement;

provided that in each case, such provisions shall not adversely affect the
interests of the Holders.

Section 5.02 Amendments with Consent of Holders.

(a) With the consent of the Holders of not less than a majority of
the outstanding VCRs, by Act of said Holders delivered to the Company and the
Rights Agent, the Company, when authorized by a Board Resolution, and the
Rights Agent may enter into one or more amendments hereto for the purpose of
adding any provisions to or changing in any manner or

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<PAGE> 25
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders under this Agreement; provided, however, that
no such amendment shall, without the consent of the Holder of each outstanding
VCR affected thereby:

(i) modify the definition of Maturity Date, Extended
Maturity Date, Current Market Value, Valuation Period, Target Price, Minimum
Price or Discounted Target Price or modify Section 1.02(c) or otherwise extend
the maturity of the VCRs or reduce the amounts payable in respect of the VCRs;

(ii) reduce the amount of the outstanding VCRs, the
consent of whose Holders is required for any such amendment; or

(iii) modify any of the provisions of this Section 5.02
except to increase any such percentage or to provide that certain other
provisions of this Agreement cannot be modified or waived without the consent
of the Holder of each VCR affected thereby.

(b) It shall not be necessary for any Act of Holders under this
Section 5.02 to approve the particular form of any proposed amendment but it
shall be sufficient if such Act shall approve the substance thereof.

(c) Promptly after the execution by the Company and the Rights
Agent of any amendment pursuant to the provisions of this Section 5.02, the
Company shall mail a notice thereof by first class mail to the Holders of VCRs
at their addresses as they shall appear on the Security Register, setting forth
in general terms the substance of such amendment. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such amendment.

Section 5.03 Execution of Amendment.

In executing any amendment permitted by this Article, the Rights
Agent shall be entitled to receive, and (subject to Section 3.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement. The
Rights Agent, may, but shall not be obligated to, enter into any such amendment
which affects the Rights Agent's own rights, duties or immunities under this
Agreement or otherwise.

Section 5.04 Effect of Amendments.

Upon the execution of any amendment under this Article, this
Agreement shall be modified in accordance therewith, and such amendment shall
form a part of this Agreement for all purposes; and every Holder of VCRs
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

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Section 5.05 Reference in VCRs to Amendments.

VCR Certificates authenticated and delivered after the execution of
any amendment pursuant to this Article may, and shall if required by the Rights
Agent, bear a notation in form approved by the Rights Agent as to any matter
provided for in such amendment. If the Company shall so determine, new VCR
Certificates so modified as to conform, in the opinion of the Rights Agent and
the Board of Directors, to any such amendment may be prepared and executed by
the Company and authenticated and delivered by the Rights Agent in exchange for
outstanding VCR Certificates.

Section 5.06 Conformity with Trust Indenture Act.

Every amendment executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.

ARTICLE SIX

COVENANTS

Section 6.01 Payment, If Any, to Holders.

The Company will duly and punctually make the required payment, if
any, in the manner provided for in Article One on the VCRs in accordance with
the terms of the VCRs and this Agreement.

Section 6.02 Trading Moratorium.

At any time that the VCRs remain outstanding, neither the Company nor
any Affiliate of the Company shall purchase or sell or offer to purchase or
sell any shares of Common Stock during any period that (a) begins 18 Trading
Days before commencement of the Valuation Period ending on the Maturity Date
(unless the Company has theretofore elected to extend the Maturity Date to the
Extended Maturity Date) and ends on the Maturity Date, (b) begins 18 Trading
Days before the Valuation Period ending on the Extended Maturity Date and ends
on the Extended Maturity Date or (c) begins on the later of 18 trading days
before any other Valuation Date and the date that the Company knows that a
Valuation Date will occur and ends on such Valuation Date; provided, however,
that nothing in this Section 6.02 shall prevent the Company or any Affiliate of
the Company from purchasing or selling shares of Common Stock pursuant to the
terms of any employee benefit or other incentive compensation arrangement.

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ARTICLE SEVEN

REMEDIES OF THE RIGHTS AGENT AND THE HOLDERS ON EVENT OF DEFAULT

Section 7.01 Collection of Indebtedness by Trustee; Trustee May
Prove Debt.

(a) The Company covenants that in case of default in payments
required by Article One hereof, then in addition to its liability for such
payments, the Company shall pay the Rights Agent such further amount as shall
be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Rights Agent and such predecessor Rights Agent,
their respective agents, attorneys and counsel, and any expenses and
liabilities incurred and all advances made, by the Rights Agent and each
predecessor Rights Agent except as a result of its gross negligence, willful
misconduct or bad faith.

(b) In case the Company shall fail forthwith to pay amounts owed
to the Holders or the Rights Agent upon demand, the Rights Agent, in its own
name and on behalf of the Holders, shall be entitled and empowered to institute
any action or proceedings at law or in equity for the collection of the sums so
due and unpaid, and may prosecute any such action or proceedings to judgment or
final decree, and may enforce any such judgment or final decree against the
Company or other obligor upon such VCRs and collect in manner provided by law
out of the property of the Company or other obligor upon such VCRs, wherever
situated, the moneys adjudged or decreed to be payable.

(c) In case there shall be pending proceedings relative to the
Company or any other obligor upon the VCRs under Title 11 of the United States
Code or any other applicable Federal or State bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or rights agent in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Company or its property or such other
obligor, or in case of any other judicial proceedings relative to the Company
or other obligor upon the VCRs, or to the creditors or property of the Company
or such other obligor, the Rights Agent, irrespective of whether the principal
of any VCRs shall then be due and payable as therein expressed or otherwise and
irrespective of whether the Rights Agent shall have made any demand pursuant to
the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

(i) to file and prove a claim or claims for the whole
amount owing and unpaid in respect of the VCRs, and to file such other
papers or documents as may be necessary or advisable in order to have
the claims of the Rights Agent (including any claim for reasonable
compensation to the Rights Agent and each predecessor Rights Agent,
and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all
advances made by the Rights Agent and such predecessor Rights Agent,
except as a result of gross negligence or bad faith) and of the
Holders allowed in any judicial proceedings relative to the Company or
other obligor upon the VCRs, or to the property of the Company or such
other obligor;

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(ii) unless prohibited by applicable law and regulations,
to vote on behalf of the Holders in any election of a rights agent or
a standby rights agent in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing
similar functions in comparable proceedings; and

(iii) to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute all
amounts receivable with respect to the claims of the Holders and of
the Rights Agent on their behalf and any rights agents, receiver, or
liquidator, custodian or other similar official is hereby authorized
by each of the Holders to make payments to the Rights Agent, and, in
the event that the Rights Agent shall consent to the making of
payments directly to the Holders, to pay to the Rights Agent such
amounts as shall be sufficient to cover reasonable compensation to the
Rights Agent, each predecessor Rights Agent and their respective
agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Rights Agents and each
predecessor Rights Agent except as a result of gross negligence or bad
faith and all other amounts due to the Rights Agent or any predecessor
Rights Agent pursuant to Section 3.05.

(d) Nothing herein contained shall be deemed to authorize the
Rights Agent to authorize or consent to or vote for or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the VCRs or the rights of any Holder thereof, or to
authorize the Rights Agent to vote in respect of the claim of any Holder in any
such proceeding except, as aforesaid, to vote for the election of a Rights
Agent in bankruptcy or similar person.

(e) All rights of action and of asserting claims under this
Agreement, or under any of the VCRs, may be enforced by the Rights Agent
without the possession of any of the VCRs or the production thereof on any
trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Rights Agent shall be brought in its own name as Rights Agent
of an express trust, and any recovery of judgment subject to the payment of
predecessor Rights Agent and their respective agents and attorneys of such
amounts due pursuant to Section 3.05 and 7.01 hereof, shall be for the ratable
benefit of the Holders.

(f) In any proceedings brought by the Rights Agent (and also any
proceedings involving the interpretation of any provisions of this Agreement to
which the Rights Agent shall be a party) the Rights Agent shall be held to
represent all the Holders, and it shall not be necessary to make any Holders of
such VCRs parties to any such proceedings.

Section 7.02 Application of Proceeds.

Any cash or other payment collected by the Rights Agent pursuant to
this Article in respect to any VCRs shall be applied in the following order at
the date or dates fixed by the Rights Agent upon presentation of the several
VCRs in respect of which cash or other payment

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have been collected and stamping (or otherwise noting) thereon the payment in
exchange for the presented VCRs if only partially paid or upon surrender
thereof if fully paid.

FIRST: To the payment of costs and expenses in respect of
which monies have been collected, including reasonable compensation
to the Rights Agent and each predecessor Rights Agent and their
respective agents and attorneys and of all expenses and liabilities
incurred, and all advances made, by the Rights Agent and each
predecessor Rights Agent except as a result of gross negligence,
willful misconduct or bad faith, and all other amounts due to the
Rights Agent or any predecessor Rights Agent pursuant to Sections
3.05 or 7.01;

SECOND: To the payment of the whole amount then owing and unpaid
upon all the VCRs, with interest at the Default Interest Rate on all
such amounts, and in case such moneys shall be insufficient to pay in
full the whole amount so due and unpaid upon the VCRs, then to the
payment of such amounts without preference or priority of any VCR
over any other VCR, to each Holder pro rata; and

THIRD: To the payment of the remainder, if any, to the Company or
any other person lawfully entitled thereto.

Section 7.03 Suit for Enforcement.

In case an Event of Default exists, the Rights Agent may in its
discretion proceed to protect and enforce the rights vested in it by this
Agreement by such appropriate judicial proceedings as the Rights Agent shall
deem most effective to protect and enforce any of such rights, either at law or
in equity or in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Agreement or in aid of the
exercise of any such right granted in this Agreement or to enforce any other
legal or equitable right vested in the Rights Agent by the Agreement or by law.

Section 7.04 Restoration of Rights on Abandonment of Proceedings.

In case the Rights Agent shall have proceeded to enforce any right
under this Agreement and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Rights
Agent, then and in every such case the Company and the Rights Agent shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company, the Rights Agent and the Holders
shall continue as though no such proceedings had been taken.

Section 7.05 Limitations on Suits by Holders

No Holder of any VCR shall have any right by virtue or by availing
itself of any provision of this Agreement to institute any action or proceeding
at law or in equity or in bankruptcy or otherwise upon or under or with respect
to this Agreement (except for payments as described in Section 7.06), or for
the appointment of a Rights Agent, receiver, liquidator,

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<PAGE> 30
custodian or other similar official or for any other remedy hereunder, unless
such Holder previously shall have given to the Rights Agent written notice of
default and of the continuance thereof as hereinbefore provided, and unless
also the Holders of not less than 25% of the VCRs then Outstanding shall have
made written request upon the Rights Agent to institute such action or
proceedings in its own name as Rights Agent hereunder and shall have offered to
the Rights Agent such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby and the Rights Agent
for 60 days after its receipt of notice, request and offer of indemnity shall
have failed to institute any such action or proceeding and no direction
inconsistent with such written request shall have been given to the Rights
Agent pursuant to Section 7.08. No one or more Holders of VCRs shall have any
right in any manner whatever by virtue or by availing itself or themselves of
any provision of this Agreement to effect, disturb or prejudice the rights of
any other such Holder of VCRs, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of VCRs. For the protection and enforcement of
the provisions of this section, each and every Holder and the Rights Agent
shall be entitled to each relief as can be given either at law or in equity.

Section 7.06 Unconditional Right Of Holders to Institute Certain
Suits.

Notwithstanding any other provision in this Agreement and any
provision of any VCR, the right of any Holder of any VCR to receive payment of
the amounts payable in respect of such VCR on or after the respective due dates
expressed in such VCR or to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

Section 7.07 Powers and Remedies Cumulative, Delay or Omission
For Waiver of Default.

(a) Except as provided in Section 7.05, no right or remedy herein
conferred upon or reserved to the Rights Agent or to the Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.

(b) No delay or omission of the Rights Agent or of any Holder to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or any acquiescence
therein, and, subject to Section 7.05, every power and remedy given by this
Agreement or by law to the Rights Agent or to the Holders may be exercised from
time to time, and as often as shall be deemed expedient, by the Rights Agent or
by the Holders.

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Section 7.08 Control by Holders.

(a) The Holders of a majority of the VCRs at the time Outstanding
shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Rights Agent, or exercising any
trust or power conferred on the Rights Agent with respect to the VCRs by this
Agreement; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Agreement, and provided further
that (subject to the provisions of Section 3.01) the Rights Agent shall have
the right to decline to follow any such direction if the Rights Agent, being
advised by counsel, shall determine that the action or proceeding so directed
may not lawfully be taken as if the Rights Agent in good faith by its board of
directors, the executive committee, or a trust committee of directors or
Responsible Officers of the Rights Agent shall determine that the action or
proceedings so directed would involve the Rights Agent in personal liability or
if the Rights Agent in good faith shall so determine that the actions or
forbearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the VCRs not joining in the giving
of said direction, it being understood that (subject to Section 3.01) the
Rights Agent shall have no duty to ascertain whether or not such actions or
forbearance are unduly prejudicial to such Holders.

(b) Nothing in this Agreement shall impair the right of the Rights
Agent in its discretion to take any action deemed proper by the Rights Agent
and which is not inconsistent with such direction or directions by Holders.

Section 7.09 Waiver of Past Defaults.

(a) Prior to the declaration of the acceleration of the maturity
of the VCRs as provided in Section 1.03(b), in the case of a default or an
Event of Default specified in clause (B) of Section 1.03(a)(i), the Holders of
a majority of all the VCRs then Outstanding may waive any such default or Event
of Default, and its consequences, except a default in respect of a covenant or
provisions hereof which cannot be modified or amended without the consent of
the Holder of each VCR affected. In the case of any such waiver, the Company,
the Rights Agent and the Holders of the VCRs shall be restored to their former
positions and rights hereunder, respectively, but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

(b) Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Agreement; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

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Section 7.10 Rights Agent to Give Notice of Default, but May
Withhold in Certain Circumstances.

The Rights Agent shall transmit to the Holders, as the names and
addresses of such Holders appear on the security register, notice by mail of
all defaults which have occurred, such notice to be transmitted within 90 days
after the occurrence thereof unless such defaults shall have been cured before
the giving of such notice (the term "default" or "defaults" for the purposes of
this Section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become an Event of Default);
provided that, except in the case of default in the payment of the amounts
payable in respect of any of the VCRs, the Rights Agent shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Rights Agents and/or Responsible
Officers of the Rights Agent in good faith determine that the withholding of
such notice is in the interests of the Holders.

Section 7.11 Right of Court to Require Filing of Undertaking to
Pay Costs.

All parties to this Agreement agree, and each holder of any VCR by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Agreement or in any suit against the Rights Agent for any action
taken, suffered or omitted by it as Rights Agent, the filing by any party
suffered or omitted by it as Rights Agent, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, in such suit, having due regard
to the merits and good faith or the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Rights Agent, to any suit instituted by any Holder or group
of Holders holding in the aggregate more than 10% of the VCRs Outstanding or to
any suit instructed by any Holder for the enforcement of the payment of any VCR
on or after the due date expressed in such VCR.

ARTICLE EIGHT

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 8.01 Definitions.

(a) For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, the following
terms shall have the meanings given them below.

"Act," when used with respect to any Holder, has the meaning
specified in Section 8.04.

"Adjusted Closing Bid Price" shall have the meaning set forth in
Section 1.02(a).

"Affiliate" means a Person that, directly or indirectly, through one
or more intermediaries, Controls the first mentioned Person.

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"Agreement" means this instrument as originally executed and as it
may from time to time be supplemented or amended pursuant to the applicable
provisions hereof.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Rights Agent.

"Business Day" means any day (other than a Saturday or a Sunday) on
which banking institutions in The City of New York, New York or in the state of
the principal office of the Rights Agent are not authorized or obligated by law
or executive order to close and, if the VCRs are listed on a national
securities exchange or an interdealer quotation service, such exchange is open
for trading or quotations are available, as the case may be.

"Common Stock" means the Common Stock, par value $.01 per share, of
the Company.

"Commission" means the Securities and Exchange Commission as from
time to time constituted, created under the Exchange Act or if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

"Company" means the Person named as the "Company" in the first
paragraph of this Agreement until a successor Person shall have become such
pursuant to the applicable provisions of this Agreement, and thereafter
"Company" shall mean such successor Person. To the extent necessary to comply
with the requirements of the provisions of Trust Indenture Act Sections 310
through 317 as they are applicable to the Company, the term "Company" shall
include any other obligor with respect to the VCRs for the purpose of complying
with such provisions.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by the Chairman of the Board of Directors,
president, any vice president, the controller, the treasurer, the secretary or
any assistant secretary, and delivered to the Rights Agent.

"Control" (including the terms "controlled," "controlled by" and
"under common control with") means the possession, directly or indirectly or as
trustee or executor, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ownership of stock or
as trustee or executor, by contract or otherwise.

"Current Market Value" shall have the meaning set forth in Section
1.02(a)(ii).

"Default Amount" shall have the meaning set forth in Section
1.03(a)(iii).

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<PAGE> 34
"Default Payment Date" shall have the meaning set forth in Section
1.03(a)(vi).

"Discounted Target Price" shall have the meaning set forth in Section
1.03(a)(iv).

"Disposition" shall have the meaning set forth in Section
1.03(a)(ii).

"Disposition Payment Date" shall have the meaning set forth in
Section 1.03(a)(v).

"Effective Time" shall mean the Effective Time of the merger pursuant
to the Merger Agreement.

"Ending Period Comparable Paging Company Index" shall have the
meaning set forth in Section 1.02(a)(vii).

"Event of Default" shall have the meaning set forth in Section
1.03(a)(i).

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

"Extended Maturity Date" shall have the meaning set froth in Section
1.01(b).

"Holder" means a Person in whose name a VCR is registered in the
Security Register.

"Index Factor" shall have the meaning set forth in Section
1.02(a)(vi).

"Maturity Date" shall have the meaning set forth in Section 1.01(a).

"Minimum Price" shall have the meaning set forth in Section
1.02(a)(iii).

"Nasdaq National Market System" means the National Association of
Securities Dealers Automated Quotation System National Market System.

"Officer's Certificate" means a certificate signed by the Chairman of
the Board of Directors, the president, any vice president, the controller, the
treasurer, the secretary or any assistant secretary of the Company in his or
her capacity as such an officer, and delivered to the Rights Agent.

"Opinion of Counsel" means a written opinion of counsel who shall be
reasonably acceptable to the Rights Agent.

"Outstanding," when used with respect to VCRs means, as of the date
of determination, all VCRs theretofore authenticated and delivered under this
Agreement, except:

(i) VCRs theretofore canceled by the Rights Agent or delivered to
the Rights Agent for cancellation;

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<PAGE> 35
(ii) From and after the earlier of the Default Payment Date, the
Disposition Payment Date, the Maturity Date or, in the event the
Company shall extend the Maturity Date, the Extended Maturity Date,
VCRs or portions thereof, for whose exercise payment in the necessary
amount has been theretofore deposited with the Rights Agent or any
Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such VCRs; and

(iii) VCRs in exchange for or in lieu of which other VCRs have been
authenticated and delivery pursuant to this Agreement other than any
such VCRs in respect of which there shall have been presented to the
Rights Agent proof satisfactory to it that such VCRs are held by a
bona fide purchaser in whose hands the VCRs are valid obligations of
the Company;

provided, however, that in determining whether the Holders of the requisite
outstanding VCRs have given any request, demand, direction, consent or waiver
hereunder, VCRs owned by the Company or any other obligor upon the VCRs or any
affiliate of the Company or such other obligor shall be disregarded and deemed
not to be outstanding except that in determining whether the Rights Agent shall
be protected in relying upon any such request, demand, direction, consent or
waiver, only VCRs which the Rights Agent knows to be so owned shall be so
disregarded.

"Paying Agent" means any Person authorized by the Company to make
payments previously deposited with such Person determined pursuant to Article
One, if any, on any VCRs on behalf of the Company.

"Person" means any individual, corporation, partnership, joint
venture, association, joint- stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.

"Responsible Officer," when used with respect to the Rights Agent,
means any officer assigned to the corporate trust office and also means, with
respect to any particular corporate trust matter, any other officer of the
Rights Agent to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

"Rights Agent" means the Person named as the "Rights Agent" in the
first paragraph of this Agreement, until a successor Rights Agent shall have
become such pursuant to the applicable provisions of this Agreement and
thereafter "Rights Agent," shall mean such successor Rights Agent.

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 2.06(a).

"Target Price" shall have the meaning set forth in Section
1.02(a)(i).

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<PAGE> 36
"Trading Day" means (i) a day on which the Common Stock is traded on
the principal stock exchange on which the Common Stock has been listed, or (ii)
if the Common Stock is not listed on any stock exchange, a day on which the
Common Stock is traded in the over-the-counter market, as reported by the
Nasdaq National Market System, or (c) if the Common Stock is not traded on the
Nasdaq National Market System, a day on which the Common Stock is traded in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding to its functions
of reporting prices).

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this Agreement was executed.

"Valuation Period" shall have the meaning set forth in Section
1.02(a)(v).

"vice president," when used with respect to the Company or the Rights
Agent, means any vice president, whether or not designated by a number or a
word or words added before or after the title of "vice president."

(b) The terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the singular.

(c) All accounting terms used herein and not expressly defined
shall have the meanings assigned to such terms in accordance with generally
accepted accounting principles, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted in the
United States at the time of any computation.

(d) The words "herein", "hereof" and "hereunder" and other words
of similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.

Section 8.02 Trust Indenture Act.

(a) The provisions of Section 310 to and including 317 of the
Trust Indenture Act, to the extent not set forth herein, are incorporated by
reference in and made a part of this Agreement. The following Trust Indenture
Act terms used in this Agreement have the following meanings:

"indenture security" means the VCRs;
"indenture security holder" means the Holder;
"indenture to be qualified" means this Agreement;
"indenture trustee" or "institutional trustee" means the Rights
Agent;
"obligor" on the indenture securities means the Company.

(b) If any provision of this Agreement limits, qualifies, or
conflicts with another provision which is required or deemed to be included in
this Agreement by the Trust Indenture Act, the provision so required or deemed
shall control.

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<PAGE> 37
Section 8.03 Compliance Certificates.

(a) Upon any application or request by the Company to the Rights
Agent to take any action under any provision of this Agreement, the Company
shall furnish to the Rights Agent (i) an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Agreement (including any
covenants, compliance with which constitutes a condition precedent) relating to
the proposed action have been complied with, and (ii) an Opinion of Counsel
stating that such conditions precedent, if any, have been complied with, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Agreement
relating to such particular application, no additional Officer's Certificate or
Opinion of Counsel need be furnished.

(b) Every certificate with respect to compliance with a condition
or covenant provided for in this Agreement shall include:

(i) a statement that each individual signing such
certificate has read such covenant or condition and the definitions herein
relating thereto;

(ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statements contained in such
certificate or opinion are based;

(iii) a statement that, in the opinion of each such
individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

(iv) a statement as to whether, in the opinion of each
such individual, such condition or covenant has been complied with.

(c) The Company shall deliver to the Rights Agent within 120 days
after the end of each fiscal year of the Company a certificate of the Chief
Executive Officer or Chief Financial Officer of the Company stating that all
conditions and covenants provided for in this Agreement have been complied
with.

Section 8.04 Form of Documents Delivered to Rights Agent.

(a) In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may codify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

33
<PAGE> 38
(b) Any Opinion of Counsel may be based upon an Officer's
Certificate unless such counsel knows, or in the exercise of reasonable care
should know, that the Officer's Certificate or representations with respect to
the matters upon which his opinion is based are erroneous.

(c) Any certificate or statement of an officer of the Company may
be based upon a certificate or representation by an officer or officers of the
Company, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or representations with respect to such
matters are erroneous.

(d) Any certificate or statement of an officer of the Company may
be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such officer knows that the certificate or
opinion or representations with respect to the accounting matters upon which
his certificate or statement may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous. Any
certificate or opinion of any independent firm of public accountants filed with
the Rights Agent shall contain a statement that such firm is independent.

(e) Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Agreement, they may, but need not, be consolidated
and form one instrument.

Section 8.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Rights Agent and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and (subject to Section 3.01) conclusive in favor of the Rights
Agent and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Rights
Agent deems sufficient.

(d) At any time prior to (but not after) the evidencing to the
Rights Agent as provided in this Section 8.05, of the taking of any action by
the Holders of the VCRs specified in this Agreement in connection with such
action, any Holder of a VCR the serial number of which is

34
<PAGE> 39
shown by the evidence to be included among the serial number of the VCRs the
Holders of which have consented to such action may, by filing written notice at
the Corporate Trust Office and upon proof of holding as provided in this
Section 8.05, revoke such action so far as concerns such VCR. Any request,
demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any VCR shall bind every future Holder of the same VCR or the
Holder of every VCR issued upon the registration of transfer thereof or in
exchange thereof or in lieu thereof, in respect of anything done, suffered or
omitted to be done by the Rights Agent, any Paying Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such VCR.

Section 8.06 Notices, Etc., to Rights Agent and Company.

Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Agreement to be made upon, given or furnished to, or filed with:

(a) the Rights Agent by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed, in
writing, to or with the Rights Agent at First Union National Bank of Virginia,
Attention: Corporate Trust Department, 901 East Cary Street, 2nd Floor,
Richmond, Virginia 23219, facsimile 804-788-9661; or

(b) the Company by the Rights Agent or by any Holder shall be
sufficient for every purpose hereunder if in writing and mailed, first-class
postage, prepaid, to the Company addressed to it at 6677 Richmond Highway,
Alexandria, Virginia 22306, Attention: Corporate Secretary, facsimile
703-768-3958, or at any other address previously furnished in writing to the
Rights Agent by the Company.

Section 8.07 Notice to Holders; Waiver.

Where this Agreement provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Agreement provides for
notice in any manner such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Rights Agent but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any
event as required by any provision of this

35
<PAGE> 40
Agreement then any method of giving such notice as shall be satisfactory to the
Rights Agent shall be deemed to be a sufficient giving of such notice.

Section 8.08 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 8.09 Successors and Assigns.

All covenants and agreements in this Agreement by the Company shall
bind its successors and assigns, whether so expressed or not.

Section 8.10 Benefits of Agreement.

Nothing in this Agreement or in the VCRs, express or implied, shall
give to any Person (other than the parties hereto and their successors
hereunder, any Paying Agent and the Holders) any benefit or any legal or
equitable right, remedy or claim under this Agreement or under any covenant or
provision herein contained, all such covenants and provisions being for the
sole benefit of the parties hereto and their successors and of the Holders.

Section 8.11 Governing Law.

This Agreement and the VCRs shall be governed by and construed in
accordance with the laws of the State of Delaware except that the rights and
obligations of this Rights Agent shall be governed by and construed in
accordance with the laws of the [Commonwealth of Virginia].

Section 8.12 Legal Holidays.

In the event that any date for payment provided for in this Agreement
shall not be a Business Day, then (notwithstanding any provision of this
Agreement or the VCRs to the contrary) payment on the VCRs need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such date for payment.

Section 8.12 Separability Clause.

In case any provision in this Agreement or in the VCRs shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

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<PAGE> 41
Section 8.13 Counterparts.

This Agreement may be signed in any number of counterparts with the
same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed an original of
this Agreement.

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<PAGE> 42
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

METROCALL, INC.

By:
-----------------------------------
Name:
Title:

ATTEST:

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

FIRST UNION NATIONAL BANK OF VIRGINIA

By:
-----------------------------------
Name:
Title:

38
<PAGE> 43
EXHIBIT A - Form of VCR Certificate

FORM OF FACE OF VCR CERTIFICATE

METROCALL, INC.

No.____________ Certificate for __________ Indexed
Variable Common Rights

This certifies that ____________________________________________or
registered assigns (the "Holder"), is the registered holder of the number of
Variable Common Rights ("VCRs") set forth above. Each VCR entitles the Holder,
subject to the provisions contained herein and in the VCR Agreement referred to
below, to payment in an amount determined pursuant to the provisions set forth
on the reverse hereof and as more fully described in the VCR Agreement. The
Company, at its option, may pay the VCR Payment Amount, Disposition Payment
Amount or the Default Amount in (i) cash or (ii) that number of shares of
Common Stock equal to the VCR Payment Amount, the Disposition Payment Amount or
the Default Amount divided by the Current Market Value of the Common Stock as
of the Maturity Date, the Extended Maturity Date, the Disposition Payment Date
or the Default Payment Date, as the case may be; provided, however, that if an
Event of Default has occurred and is continuing at the time of such payment,
the Default Payment Amount may be paid only in cash or shares of Company
preferred stock ("Preferred Stock") as provided in Section 1.04(a) of the VCR
Agreement. If the number of shares of Common Stock that is authorized by the
Company's certificate of incorporation but not outstanding or reserved for
issuance for purposes other than payment of the VCRs is not sufficient to
permit the payment in shares of Common Stock, the Company may, in lieu of
paying in shares of Common Stock, pay amounts due in payment of the VCRs in
shares of Preferred Stock as set forth in Section 1.04 of the VCR Agreement.
Such payment shall be made by the Company to the Rights Agent for distribution
to the Holders within 5 Business Days after the Maturity Date, the Extended
Maturity Date, if the Maturity Date shall be extended by the Company in its
sole discretion, or the Default Payment Date or the Disposition Payment Date
upon the occurrence of an Event of Default or a Disposition, as the case may
be, each as defined in the VCR Agreement.

Any payments made pursuant to this VCR Certificate shall be made
only upon presentation of this VCR Certificate by the Holder hereof, at the
office of the Rights Agent maintained for such purpose in New York, New York.

Notwithstanding anything to the contrary set forth herein or in the
VCR Agreement, the VCRs represented by this VCR Certificate shall terminate if
the closing bid price of the Common Stock exceeds (i) $21.10 on each Trading
Day in any period of 50 consecutive calendar days prior to the Maturity Date,
or (ii) $25.10 on each Trading Day in any period of 50 consecutive calendar
days between the Maturity Date and the Extended Maturity Date.

Reference is hereby made to the further provisions of this VCR
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been duly
executed by the Rights Agent referred to on the reverse hereof by manual
signature, this VCR Certificate shall not be entitled to any benefit under the
VCR Agreement, or to valid or obligatory for any purpose.

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<PAGE> 44
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated: , 1996.
-----------------

METROCALL, INC.

By:
-----------------------------------
ATTEST:
[SEAL]

- ----------------------------
Authorized Signature

RIGHTS AGENT'S CERTIFICATE OF AUTHENTICATION

This is one of the VCR Certificates referred to in the
within-mentioned VCR Agreement.

FIRST UNION NATIONAL BANK OF VIRGINIA,
Rights Agent

By:
-----------------------------------
Authorized Officer

FORM OF REVERSE OF VCR CERTIFICATE

This VCR Certificate is issued under and in accordance with the
indexed Variable Common Rights Agreement dated as of ___________ __, 1996 (the
"VCR Agreement"), between the Company and First Union National Bank of Virginia
(the "Rights Agent", which term includes any successor Rights Agent under the
VCR Agreement), and is subject to the terms and provisions contained in the VCR
Agreement, to all of which terms and provisions the Holder of this VCR
Certificate consents by acceptance hereof. The VCR Agreement is hereby
incorporated herein by reference and made a part hereof. Reference is hereby
made to the VCR Agreement for a full statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder

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<PAGE> 45
of the Company, the Rights Agent and the holders of the VCRs. Copies of the
VCR Agreement can be obtained by contacting the Rights Agent

Each VCR entitles the Holder, subject to the provisions contained
herein and in the VCR Agreement, to payment in an amount determined pursuant to
the provisions set forth below and as more fully described in the VCR
Agreement. The Company, at its option, may pay the VCR Payment Amount,
Disposition Payment Amount or the Default Amount in (i) cash or (ii) that number
of shares of Common Stock equal to the VCR Payment Amount, Disposition Payment
Amount or the Default Amount divided by the Current Market Value of the Common
Stock as of the Maturity Date, the Extended Maturity Date or the Disposition
Payment Date, as the case may be; provided, however, that if an Event of
Default has occurred and is continuing at the time of such payment, the
Default Payment Amount may be paid only in cash or shares of Company preferred
stock ("Preferred Stock") as provided in Section 1.04(a) of the VCR Agreement.
If the number of shares of Common Stock that is authorized by the Company's
certificate of incorporation but not outstanding or reserved for issuance for
purposes other than payment of the VCRs is not sufficient to permit the payment
in shares of Common Stock, the Company may, in lieu of paying in shares of
Common Stock, pay amounts due in payment of the VCRs in shares of Preferred
Stock as set forth in Section 1.04 of the VCR Agreement.

The Company may at its option extend the Maturity Date to the second
anniversary of the Effective Time (the "Extended Maturity Date") by (i)
delivering to the Rights Agent no later than one Business Day preceding the
Maturity Date a notice of extension of maturity in substantially the form set
forth as Exhibit B to the VCR Agreement, and (ii) publishing notice of such
extension in the Wall Street Journal (Eastern Edition), or if the Wall Street
Journal is not then published, such other newspaper with general circulation in
the City of New York, New York no later than one Business Day preceding the
Maturity Date, provided, however, that no defect in any such notice shall
affect the validity of the extension of the Maturity Date to the Extended
Maturity Date, and that any such notice when delivered or published in the
aforesaid manner shall be conclusively deemed to have been received by each
Holder whether or not actually received by such Holder.

If an Event of Default occurs and is continuing, either the Rights
Agent or the Holders holding at least 25% of the Outstanding VCRs, by notice to
the Company (and to the Rights Agent if given by the Holders), may declare the
VCRs to be due and payable, and upon any such declaration, the Default Amount
shall become immediately due and payable and, thereafter, shall bear interest
at an interest rate of 12% per annum (the "Default Interest Rate") until
payment is made to the Rights Agent for distribution to the VCR Holders.

The Company will, as soon as practicable, give notice to the Rights
Agent and each Holder of the occurrence of a Disposition and the Disposition
Payment Date. Subject to Section 1.05 of the VCR Agreement, each VCR shall
entitle the holder to receive cash or securities of the Company, as determined
pursuant to Section 1.04 of the VCR Agreement, in an amount, if any, by which
the Discounted Target Price on the Disposition Payment Date exceeds the greater
of (i) the fair market value as of the date of the Disposition (as determined
by an independent nationally recognized investment banking firm) of the
consideration, if any, received by holders of Common Stock for each share of
such Common Stock held by such holder as a result of such disposition and
assuming that such holder did not exercise any right of appraisal granted under
law with respect to such Disposition, and (ii) the Minimum Price (the
"Disposition VCR Payment"). On the Disposition Payment Date, the Company will
deposit with the Rights Agent cash or securities of the Company, as determined
pursuant to Section 1.04, in an amount equal to the number of VCRs then
outstanding multiplied by the Disposition VCR Payment. Following such deposit,
the Rights Agent will

3
<PAGE> 46
disburse to each Holder of a VCR Certificate the Disposition VCR Payment times
the number of VCRs represented by such VCR Certificate.

Notwithstanding anything to the contrary set forth herein or in the
VCR Agreement, the VCRs shall terminate if the closing bid price of the Common
Stock exceeds (a) $21.10 on each Trading Day in any period of 50 consecutive
calendar days prior to the Maturity Date, or (b) $25.10 on each Trading Day in
any period of 50 consecutive calendar days between the Maturity Date and the
Extended Maturity Date.

Notwithstanding any provision of the VCR Agreement or of this VCR
Certificate to the contrary, other than in the case of interest on the Default
Amount, no interest shall accrue on any amounts payable on the VCRs to the
Holder.

No fractional shares of Common Stock will be issued upon the exercise
of any VCR or VCRs evidenced hereby but in lieu thereof a cash payment will be
made, as provided in the VCR Agreement.

"Current Market Value" per share means, with respect to any date, the
median of the averages of the Adjusted Closing Bid Prices on the Nasdaq
National Market System (or, if the Common Stock is listed on a securities
exchange, on such exchange) of shares of the Common Stock during each 20
consecutive Trading Day period that both begins and ends in the Valuation
Period.

"Default Amount" means the amount, if any, by which the Discounted
Target Price exceeds the Minimum Price.

"Default Payment Date" means the date on which the VCRs become due
and payable upon the declaration thereof pursuant to Section 1.03(b) following
an Event of Default.

"Discounted Target Price" means (A) if a Disposition or an Event of
Default shall occur prior to the Maturity Date, $21.10 multiplied by the lesser
of 1.0 and the relevant Index Factor as of the Disposition Payment Date or the
Default Payment Date, as the case may be, and discounted from the Maturity
Date to the Disposition Payment Date or the Default Payment Date, as the case
may be, at a per annum rate of 8%; or (B) if a Disposition or an Event of
Default shall occur after the Maturity Date but prior to the Extended Maturity
Date, $25.10 multiplied by the lesser of 1.0 and the Index Factor as of the
Disposition Payment Date or the Default Payment Date, as the case may be, and
discounted from the Extended Maturity Date to the Disposition Payment Date or
the Default Payment Date, as the case may be, at a per annum rate of 8%. In
each case, upon each occurrence of an event specified in Section 1.02(c), such
amounts, as they may have been previously adjusted, shall be adjusted pursuant
to Section 1.02(c).

"Disposition" means (A) a merger, consolidation or other business
combination involving the Company as a result of which no shares of Common
Stock shall remain outstanding, (B) a sale, transfer or other disposition, in
one or a series of transactions, of all or substantially all of the assets

4
<PAGE> 47
of the Company or (C) a reclassification of Common Stock as any other capital
stock of the Company or any other person.

"Disposition Payment Date", with respect to a Disposition, means the
date established by the Company for payment of the amount due on the VCRs in
respect of such Disposition, which in no event shall be more than 38 days after
the date on which such Disposition was consummated.

"Event of Default" means any of the following which shall have
occurred and be continuing:

(A) default in the payment of all or any part of the amounts
payable in respect of any of the VCRs as and when the same shall become due and
payable following the Maturity Date or the Extended Maturity Date, as the case
may be, the Disposition Payment Date or otherwise;

(B) material default in the performance, or material breach,
of any material covenant or warranty of the Company in this VCR Agreement, and
continuance of such material default or breach for a period of 98 days after
written notice has been given to the Company by the Rights Agent or to the
Company and the Rights Agent by Holders holding at least 25% of the outstanding
VCRs; or

(C) (x) the Company shall have filed a petition, answer or
consent seeking relief under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable bankruptcy,
insolvency or similar law, or the Company shall have consented to the
institution of proceedings thereunder or to the filing of any such petition or
to the appointment or taking of possession of a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Company or of any substantial part of its properties or shall take any action
in furtherance of the foregoing, or (y) an involuntary case shall be commenced
against the Company under Title 11 of the United States Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect; or
a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over the Company, or over all of a
substantial part of its property, shall have been entered, or there shall have
occurred the involuntary appointment of an interim receiver, trustee or other
custodian of the Company for all or a substantial part of its property, and any
such event described in this clause (y) shall continue for 60 days without
being dismissed or discharged, or (z) the Company shall fail generally to pay
its debts as the same come due, shall make any assignment for the benefit of
its creditors, shall liquidate, dissolve, or otherwise seek to wind up its
affairs, or shall take any action in furtherance of the foregoing.

"Minimum Price" means (i) at or before the Maturity Date, $16.10, and
(ii) at or before the Extended Maturity Date, $18.10. In each case, subject
to adjustment as specified in the VCR Agreement.

"Nasdaq National Market System" means the National Association of
Securities Dealers Automated Quotation System National Market System.

5
<PAGE> 48
The "Target Price" means (a) at the Maturity Date, $21.10 multiplied
by the lesser of one and the Index Factor as of the Maturity Date and (b) at
the Extended Maturity Date, $25.10 multiplied by the lesser of one and the
Index Factor as of the Extended Maturity Date. In each case, upon each
occurrence of an event specified in Section 1.02(c) of the VCR Agreement, such
amounts, as they may have been previously adjusted, shall be adjusted pursuant
to Section 1.02(c) of the VCR Agreement.

"Trading Day" means (a) a day on which the Common Stock is traded on
the principal stock exchange on which the Common Stock has been listed, or (b)
if the Common Stock is not listed on any stock exchange, a day on which the
Common Stock is traded in the over-the-counter market, as reported by the
Nasdaq National Market System, or (c) if the Common Stock is not traded on the
Nasdaq National Market System a day on which the Common Stock is traded in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding to its functions
of reporting prices).

"Valuation Period" with respect to any date means the 60 Trading Day
period immediately preceding (and including) such date.

The VCR Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of VCRs under the VCR
Agreement at any time by the Company and the Rights Agent with the consent of
the holders of a majority of the VCRs at the time outstanding,

No holder of this VCR Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of capital
stock which may at any time be issuable on the exercise hereof, nor shall
anything contained in the VCR Agreement or herein be construed to confer upon
the holder hereof, as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or, to receive notice of meetings or other actions affecting
stockholders (except as provided in the VCR Agreement), or to receive dividends
or subscription rights, or otherwise, unless and until shares of Common Stock
have been issued in payment of the VCRs in accordance with the VCR Agreement.

No reference herein to the VCR Agreement and no provision of this VCR
Certificate or of the VCR Agreement shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay any amounts determined
pursuant to the terms hereof and of the VCR Agreement at the times, place, and
amount, and in the cash or securities of the Company, herein prescribed.

As provided in the VCR Agreement and subject to certain limitations
therein set forth, the transfer of the VCRs represented by this VCR Certificate
is registerable on the Security Register of the Company, upon surrender of this
VCR Certificate for registration of transfer at the office of the Rights Agent
maintained for such purpose in New York, New York, duly

6
<PAGE> 49
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new VCR Certificates, for the same amount of VCRs, will be issued to the
designated transferee or transferees.

As provided in the VCR Agreement and subject to certain limitations
therein set forth, this VCR Certificate is exchangeable for one or more VCR
Certificates representing the same number of VCRs as represented by this VCR
Certificate as requested by the Holder surrendering the same.

No service charge will be made for any registration of transfer or
exchange of VCRs, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

Prior to the time of due presentment of this VCR Certificate for
registration of transfer, the Company, the Rights Agent and any agent of the
Company or the Rights Agent, may treat the Person in whose name this VCR
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Rights Agent nor any agent shall be affected by notice to the
contrary.

All capitalized terms used in this VCR Certificate without definition
shall have the meanings assigned to them in the VCR Agreement.

7
<PAGE> 50
FORM OF ASSIGNMENT

(To the be executed if the registered holder
desires to transfer the VCR Certificate.)

FOR VALUE RECEIVED_____________________________________________________________
hereby sells, assigns and transfers unto_______________________________________
_______________________________________________________________________________
(Please print name and address of transferee)

this VCR Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ________________________________
Attorney, to transfer the within VCR Certificate on the books of the
within-named Company, with full power of substitution.

Dated: , 19
---------------- --

---------------------------------------
Signature

Signature Guaranteed:

8
<PAGE> 51
EXHIBIT B - Notice of Extension of Maturity

METROCALL, INC.

VARIABLE COMMON RIGHTS

[Date]

NOTICE OF EXTENSION OF MATURITY

DATE TO _________________________________________

NOTICE IS HEREBY GIVEN THAT, pursuant to Section 1.01(b) of the
Variable Common Rights Agreement dated as of _____________ __, 1996 (the "VCR
Agreement"), between Metrocall, Inc. (the "Company") and _________________ (the
"Rights Agent"), the Company has extended the Maturity Date on the Variable
Common Rights to ___________ (the "Extended Maturity Date"). All terms used in
this Notice which are defined in the VCR Agreement shall have the meanings
assigned to them in the VCR Agreement.

9
<PAGE> 52
Exhibit C - Terms of Fractional Shares of Preferred Stock

Each Fractional Share of Preferred Stock shall have the following rights:

Par value: $.01 per Fractional Share

Liquidation Distribution Each Fractional Share shall share pro rata with
upon Dissolution: all other Fractional Shares and shares of
Common Stock in all liquidating distributions
upon dissolution following distributions to all
other classes or series of Preferred Stock
issued by the Company, whether such other
shares are issued and outstanding at the time
of the issuance of Fractional Shares of
Preferred Stock or issued thereafter; provided,
however, that if an Event of Default has
occurred and is continuing at the time of
issuance, each Fractional Share shall have a
preference over shares of Common Stock in an
amount equal to the Default Amount.

Dividends: Each Fractional Share shall be entitled to
receive any dividend declared by the Board of
Directors with respect to a share of Common
Stock. No other dividends will be paid with
respect to the Fractional Shares of Preferred
Stock.

Voting: Each Fractional Share shall have one vote on
all matters on which shares of Common Stock
have a vote and shares of Common Stock and
Preferred Stock will vote together as a single
class. Fractional Shares of Preferred Stock
will have no other voting rights except as
required by law.

Conversion: The Company may at any time convert each
Fractional Share of Preferred Stock into one
share of Commmon Stock by notice of such
conversion to the record holders of the
Fractional Shares of Preferred Stock and the
actual issuance of such shares; provided,
however, that if an Event of Default has
occurred and is continuing at the time of
issuance or conversion, the Company may
not convert a Fractional Share without the
consent of the holder of the Fractional Share.
If the Company issues Fractional Shares of
Preferred Stock, the Company shall use its
reasonable best efforts to cause the
authorization of sufficient shares of Common
Stock to permit conversion of the Fractional
Shares of Preferred Stock into Common Stock.
The holder of a Fractional Share may at any
time convert each Fractional Share of Preferred
Stock into one share of Common Stock by
presentation of the certificate representing
such Fractional Share to the Company; provided
that the Company shall only be required to
effect such conversion at such time as there are
sufficient shares of Common Stock authorized to
effect such conversion.

Adjustments: The terms of the Preferred Stock shall be
adjusted whenever there is a split or
combination of shares of Common Stock, so
that each Fractional Share of Preferred Stock
will have the same rights in relation to a
share of Common Stock as at the time of
issuance of the Fractional Share of Preferred
Stock.

<PAGE> 1
EXHIBIT 5

Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037

October 8, 1996

Metrocall, Inc.
6677 Richmond Highway
Alexandria, Virginia 22306

Re: Metrocall, Inc. Registration Statement on Form S-4

Dear Ladies and Gentlemen:

We have acted as counsel to Metrocall, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement (the
"Registration Statement") on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended.
The Registration Statement relates to the registration of the shares of Common
Stock of the Company, par value $0.01 per share (the "Metrocall Common Stock"),
and other securities to be issued in the proposed merger (the "Merger") of A+
Network, Inc., a Tennessee corporation ("A+ Network"), with and into the
Company. The Merger is to be effected pursuant to an Agreement and Plan of
Reorganization, dated as of May 16, 1996 as amended pursuant to an amendment
dated October 8, 1996 (the "Merger Agreement"), between the Company and A+
Network.

Pursuant to the Merger Agreement, each share of Common Stock
of A+ Network, par value $.01 per share (the "A+ Common Stock"), other
than shares of A+ Common Stock that are owned by the Company or any subsidiary
of the Company (which shares of A+ Common Stock will be cancelled and retired),
shall be converted, without any action on the part of the holder thereof, into
the right to receive: (i) that number of shares of Metrocall Common Stock equal
to the Conversion Ratio (as defined in the Merger Agreement), (ii) the same
number of Variable Common Rights ("VCRs"), plus (iii) cash in respect of
fractional shares of Metrocall Common Stock and VCRs, if any.

For the purposes of this opinion, we have examined copies of
the following documents:

1. The Registration Statement;

2. The Merger Agreement;

3. The Amended and Restated Certificate of Incorporation
of the Company;

4. The Bylaws of the Company;
<PAGE> 2
Metrocall, Inc.
October 8, 1996
Page 2

5. The Resolutions of the Board of Directors of the
Company dated May 14, 1996 and October 3, 1996.

In our examination of the aforesaid documents, we have assumed
the legal capacity of all natural persons, the genuineness of all signatures,
the completeness and authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified, telecopied, photostatic or reproduced copies.

We are members of the Bar of the District of Columbia and do
not hold ourselves out as being experts in the law of any state. This opinion
is limited to the laws of the United States and the General Corporation Law of
Delaware. Although we do not hold ourselves out as being experts in the laws
of Delaware, we have made an investigation of such laws to the extent necessary
to render our opinion. Our opinion is rendered only with respect to the laws
and the rules, regulations and orders thereunder that are currently in effect.

Based upon, subject to, and limited by the foregoing, we are
of the opinion that:

1. Upon the conclusion of the proceedings and actions
which we understand are intended to be completed and taken prior to the Merger,
the shares of Metrocall Common Stock to be issued in the Merger pursuant to
the Merger Agreement will be lawfully and duly authorized and such shares of
Metrocall Common Stock, when issued and delivered in accordance with the terms
of the Merger Agreement, will be validly issued, fully paid and nonassessable.

2. The Company has the legal authority to issue the VCRs
and the VCRs, when issued and delivered pursuant to the terms of the Merger
Agreement, will, assuming due authorization prior to such issuance, be validly
issued, fully paid, nonassessable and binding obligations of the Company.

3. The Company has the legal authority to issue the
shares of Metrocall Common Stock and Metrocall Preferred Stock (as defined in
the Registration Statement) that may be issued as payment for the VCRs and such
shares, when issued and delivered in payment of the VCRs will, assuming due
authorization prior to such issuance, be validly issued, fully paid and
nonassessable.

We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion. This opinion has been
prepared solely for your use in connection with the filing of the Registration
Statement on October 8, 1996, and should not be quoted in whole or in part or
otherwise be referred to, nor otherwise be filed with or furnished to any
governmental agency or other person or entity, without our express prior written
consent.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name therein under the
caption "Legal Matters."
<PAGE> 3
Metrocall, Inc.
October 8, 1996
Page 3

Sincerely,

WILMER, CUTLER & PICKERING

By: /s/ Thomas W. White
--------------------------
Thomas W. White, a partner

<PAGE> 1

EXHIBIT 23.5

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 2 to Registration Statement No.
333-6919 of Metrocall, Inc. on Form S-4 of our report dated February 28, 1996,
appearing in the Prospectus, which is part of this Registration Statement, and
to the incorporation by reference of our reports dated February 28, 1996,
included in the Annual Report on Form 10-K of A+ Network, Inc. for the year
ended December 31, 1995.

/s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee
October 3, 1996

<PAGE> 1
EXHIBIT 23.6

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in Amendment No. 2 of the Registration Statement
on Form S-4/A (No. 333-6919) of Metrocall, Inc., of our report dated
February 3, 1995, except as to the first paragraph of Note 8 for which the
date is August 31, 1995, relating to the financial statements of Network
Paging Corporation, appearing in such Registration Statement.

/s/ PRICE WATERHOUSE LLP

PRICE WATERHOUSE LLP

Tampa, Florida
October 3, 1996

<PAGE> 1
EXHIBIT 23.7

CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our report dated June 17, 1996 with respect to the
financial statements of Page America Group, Inc. (New York and Chicago
Operations) included in Amendment No. 2 to the Registration Statement
(Form S-4/A No. 333-6919) of Metrocall, Inc. and the related Joint Proxy
Statement/Prospectus for the registration of 9,042,260 shares of its common
stock.

/s/ ERNST & YOUNG LLP

ERNST & YOUNG LLP

Hackensack, New Jersey
October 3, 1996