SC 13D/A

 
 
 
SCHEDULE 13D 
 
Amendment No. 2 
Pittencrieff Communications, Inc. 
Common Stock  
Cusip # 724514104 
 
 
Cusip # 724514104 
Item 1:	Reporting Person - FMR Corp. - (Tax ID:  04-2507163) 
Item 4:	PF 
Item 6:	Commonwealth of Massachusetts 
Item 7:	11,595,860 
Item 8:	None 
Item 9:	6,873,378 
Item 10:	None 
Item 11:	11,595,860 
Item 13:	44.32% 
Item 14:	HC 
 
 
PREAMBLE 
 
	The filing of this Schedule 13D is not, and should not be  
deemed to be, an admission that such Schedule 13D is required to  
be filed.  See the discussion under Item 2. 
 
Item 1.	Security and Issuer. 
 
	This statement relates to shares of the Common Stock, $0.01  
par value (the "Shares") of Pittencrieff Communications, Inc., a  
Delaware corporation (the "Company").  The principal executive  
offices of the Company are located at 1 Village Drive, Suite 500,  
Abilene, TX 79606. 
 
Item 2.	Identity and Background. 
 
	This statement is being filed by FMR Corp., a Massachusetts  
corporation ("FMR").  FMR is a holding company.  One of FMR's  
principal assets is the capital stock of a wholly-owned  
subsidiary, Fidelity Management & Research Company ("Fidelity"),  
which is also a Massachusetts corporation.  Fidelity is an  
investment advisor which is registered under Section 203 of the  
Investment Advisors Act of 1940 and which provides investment  
advisory services to more than 30 investment companies which are  
registered under Section 8 of the Investment Company Act of 1940  
and serves as investment advisor to certain other funds which are  
generally offered to limited groups of investors.  The principal  
offices of FMR and Fidelity are located at 82 Devonshire Street,  
Boston, Massachusetts 02109. 
 
	Members of the Edward C. Johnson 3d family are the  
predominant owners of Class B shares of common stock of FMR  
representing approximately 49% of the voting power of FMR.  Mr.  
Johnson 3d owns approximately 12% and Abigail Johnson owns  
approximately 24.5% of the aggregate outstanding voting stock of  
FMR. Mr. Johnson 3d is Chairman of FMR.  The Johnson family group  
and all other Class B shareholders have entered into a  
shareholders' voting agreement under which all Class B shares  
will be voted in accordance with the majority vote of Class B  
shares.  Accordingly, through their ownership of voting common  
stock and the execution of the shareholders' voting agreement,  
members of the Johnson family may be deemed, under the Investment  
Company Act of 1940, to form a controlling group with respect to  
FMR. The business address and principal occupation of Mr. Johnson  
3d is set forth in Schedule A hereto. 
 
	Advanced MobileComm, Inc. ("AMI") directly and indirectly  
through its subsidiaries invests in telecommunication and  
technology businesses.  AMI is a direct subsidiary of Fidelity.   
The principal offices of AMI are located at 82 Devonshire Street,  
Boston, Massachusetts 02109. 
 
	The Shares to which this statement relates are beneficially  
owned by AMI.  
 
	The name, residence or business address, principal  
occupation or employment and citizenship of each of the executive  
officers and directors of FMR are set forth in Schedule A hereto. 
 
	Within the past five years, none of the persons named in  
this Item 2 or listed on Schedule A has been convicted in any  
criminal proceeding (excluding traffic violations or similar  
misdemeanors) or has been a party to any civil proceeding and as  
a result thereof was or is subject to any judgment, decree or  
final order enjoining future violations of, or prohibiting or  
mandating activities subject to federal or state securities laws  
or finding any violations with respect to such laws. 
 
Item 3.	Source and Amount of Funds or Other Consideration. 
 
	AMI received 6,873,378 Shares pursuant to a Contribution  
Agreement dated as of September 5, 1995, as amended (the  
"Contribution Agreement") which provided, among other things, for  
the contribution to the Company by AMI of (i) all of the stock of  
certain Subsidiaries of AMI which are engaged in the Specialized  
Mobile Radio ("SMR") business and (ii) certain of AMI's directly  
owned SMR assets.  In addition to the 6,873,378 Shares  
beneficially acquired by AMI, AMI has voting rights pursuant to a  
Voting Agreement and Proxy (the "Voting Agreement") over an  
additional 4,722,481 Shares which were acquired by third parties.   
The third parties, identified on the signature page and Schedule  
I of the Voting Agreement incorporated by reference herein  
(collectively with AMI referred to herein and in the documents  
attached as Exhibits hereto as the "Sellers"), acquired their  
respective Shares pursuant to the Contribution Agreement in  
exchange for the contribution to the Company by said third party  
Sellers of (i) all of the stock of various corporations engaged  
in the SMR business and/or (ii) SMR assets. 
 
	On May 17, 1996, AMI  gifted 500,000 Shares through a  
privately negotiated charitable contribution.  For the purpose of  
this transaction, the Shares were valued at $6.84 per Share.  The  
value of this transaction was approximately $3,422,000. 
 
	Pursuant to an agreement dated as of March 18, 1996 relating  
to certain loan arrangements between FMR and the Issuer, the  
issuer agreed to issue to FMR a warrant for the purchase of  
250,000 shares of Common Stock at $4.50 per share and to issue a  
second warrant within 180 days thereafter for the purchase of an  
additional 250,000 shares of Common Stock at 105% of the exercise  
price of the first warrant (i.e. $4.725 per share). 
 
Item 4.	Purpose of Transaction. 
 
	AMI's purpose in acquiring the Shares (see Item 5 below) was  
to acquire an equity interest in the Company. 
 
	AMI intends to review continuously its equity position in  
the Company.  Depending upon future evaluations of the business  
prospects of the Company and upon other developments, including,  
but not limited to, general economic and business conditions and  
money market and stock market conditions, AMI may determine to  
increase or decrease the equity interest in the Company by  
acquiring additional Shares or, subject to certain contractual  
and other restrictions, by disposing of all or a portion of the  
Shares. 
 
	AMI has no present plan or proposal which relates to or  
would result in (i) an extraordinary corporate transaction, such  
as a merger, reorganization, liquidation, or sale of transfer of  
a material amount of assets involving the Company or any of its  
subsidiaries, (ii) any change in the Company's present board of  
Directors or management, (iii) any material changes in the  
Company's present capitalization or dividend policy or any other  
material change in the Company's business or corporate structure,  
(iv) any change in the Company's charter or by-laws, or (v) the  
Company's common stock becoming eligible for termination or its  
registration pursuant to Section 12(g)(4) of the 1934 Act. 
 
Item 5.	Interest in Securities of Issuer. 
 
	(a)	FMR beneficially owns indirectly through Fidelity and  
AMI, 6,873,378 Shares, or approximately 26.27% of the outstanding  
Shares of the Company and AMI has the right pursuant to the  
Voting Agreement to vote an additional 4,722,481 shares or  
approximately 18.05% of the Shares of Company for beneficial  
ownership by FMR, Fidelity and AMI of 11,595,860 Shares or  
approximately 44.32% of the Company.  Neither FMR, Fidelity, nor  
any of its affiliates nor, to the best knowledge of FMR, any of  
the persons name in Schedule A hereto, beneficially owns any  
other Shares. 
 
	(b)	FMR, through its control of Fidelity and AMI, has sole  
power to vote and to dispose of the 6,873,378 Shares owned by the  
AMI and the right to vote an additional 4,722,481 Shares pursuant  
to the Voting Agreement.   
 
	(c)	Except as set forth in Schedule B, neither FMR, or any  
of its affiliates, nor, to the best knowledge of FMR, any of the  
persons named in Schedule A hereto, has effected any transaction  
in Shares during the past sixty (60) days. 
 
Item 6.	Contract, Arrangements, Understandings or Relationships  
With Respect to Securities of the Issuer. 
 
	Neither FMR nor any of its affiliates nor, to the best  
knowledge of FMR, any of the persons named in Schedule A hereto,  
has any joint venture, finder's fee, or other contract or  
arrangement with any person with respect to any securities of the  
Company. 
 
	Pursuant to Section 11, Page 58 of the Contribution  
Agreement, the Sellers have certain preemptive rights with  
respect to future proposed offerings by the Company of its common  
stock. 
 
	In connection with the Contribution Agreement, the Sellers  
have entered into (i) a so-called "Internal" Contribution  
Agreement setting forth the allocation among the Sellers of the  
Company's shares received by the Sellers in the transactions  
contemplated by the Contribution Agreement (ii) an Escrow  
Agreement pursuant to which 25% of the shares acquired by the  
Sellers are held in escrow as security for each Seller's  
obligation to indemnify each of the other Sellers for breaches of  
representations and warranties made jointly and severally by the  
Sellers in the Contribution Agreement and (iii) the Voting  
Agreement pursuant to which AMI has the right to vote 4,722,481  
of the Shares acquired by the other Sellers. 
 
Item 7.	Material to be Filed as Exhibits. 
 
	Contribution Agreement 
	Escrow Agreement 
	Voting Agreement and Proxy 
	Internal Contribution Agreement 
 
	This statement speaks as of its date, and no inference  
should be drawn that no change has occurred in the facts set  
forth herein after the date hereof. 
 
Signature 
 
	After reasonable inquiry and to the best of my knowledge and  
belief, I certify that the information set forth in this  
statement is true, complete and correct. 
 
						FMR Corp. 
 
 
DATE:	April 11, 1997	By:	/s/Arthur  
Loring			 
	Arthur S. Loring 
	Vice President, Legal & Assistant  
Clerk 
 
 
						Advanced MobileComm, Inc. 
 
 
DATE:	April 11 , 1997	By:	/s/ Donald 
Heaton 
	Donald Heaton 
	Vice President 
 
 
SCHEDULE A 
 
	The name and present principal occupation or employment of  
each executive officer and director of FMR Corp. are set forth  
below.  The business address of each person is 82 Devonshire  
Street, Boston, Massachusetts 02109, and the address of the  
corporation or organization in which such employment is conducted  
is the same as his business address.  All of the persons listed  
below are U.S. citizens. 
 
POSITION WITH 
									PRINCIPAL 
NAME	FMR CORP.	OCCUPATION 
 
Edward C. Johnson 3d	President, 
	Chairman of the 
Director, CEO	Board and CEO, FMR 
Chairman & 
Mng. Director 
 
J. Gary Burkhead	Director	President-Fidelity 
 
Caleb Loring, Jr.	Director,	Director, FMR 
	Mng. Director 
 
James C. Curvey	Director, 	Sr. V.P., FMR 
	Sr. V.P. 
 
William L. Byrnes	Vice Chairman	Vice Chairman, FIL 
Director & Mng. 
Director 
 
Abigail P. Johnson	Director	Portfolio Mgr- 	 
				Fidelity  
Management & Research 
		Company 
 
Robert C. Pozen	Sr. V.P. & Gen'l	Sr. V.P. & Gen'l 
	Counsel	Counsel, FMR 
 
David C. Weinstein	Sr. Vice President	Sr. Vice President 
Administration	Administration 
 
Gerald M. Lieberman	Sr. Vice Pres. - 	Sr. Vice Pres. - 
Chief Financial	Chief Financial  
Officer	Officer 
 
Mark A. Peterson	Exec. Vice President	Exec. Vice President 
 
John J. Remondi	Sr. Vice President	Sr. Vice President	 
 

EX-10

 
 
 
	CONTRIBUTION AGREEMENT 
 
 
This Contribution Agreement (this "Agreement") is made and  
entered into as of this _______ day of January, 1996 by and among  
Advanced MobileComm, Inc., a Massachusetts corporation ("AMI"),  
Royce Witte, Nels Kjorvestad, Mary Kjorvestad, David Bell, Alan  
Bell, John Holley, David Weisman, for himself and as trustee for  
the Revocable Trust for W.A. Weisman and the Revocable Trust for  
Stanley C. Marinoff, Alan S. Tilles, Richard Meyer, Jean Meyer  
and Royce Witte, individually and as authorized agent for Trunked  
Mobile Radio Systems (the "Optionee Sellers," and collectively  
with AMI, the "Sellers"). 
 
WHEREAS, certain of the Optionee Sellers (or affiliates  
thereof) entered into option agreements (the "Option Agreements")  
dated as of November 4, 1993 granting to Advanced MobileComm  
Southwest Limited Partnership, a Delaware limited partnership  
("AMI-SW"), options to acquire, and granting the Optionee Sellers  
the right to require AMI-SW to acquire, certain specialized  
mobile radio ("SMR") systems and related assets described in the  
Option Agreements (the "Option Assets") from the Optionee Sellers  
(and certain affiliates) in exchange for partnership interests in  
AMI-SW; and 
 
WHEREAS, the Sellers entered into a contribution agreement  
(the "Contribution Agreement") dated as of September 5, 1995, as  
amended, with Pittencrieff Communications, Inc., a Texas  
corporation ("PCI") and Pittencrieff Communications, Inc., a  
Delaware corporation ("New PCI"), pursuant to which substantially  
all of the assets of AMI-SW and the Option Assets (or the stock  
of corporations which own the Option Assets) as well as certain  
900 MHz SMR systems operated by it in San Diego (the "San Diego  
Systems") will be contributed to New PCI in exchange for shares  
of common stock of New PCI (the "New PCI Shares"); and 
 
WHEREAS, in view of the pending transaction with PCI and New  
PCI, the Sellers have elected not to consummate the transactions  
contemplated by the Option Agreements; and 
 
WHEREAS, the Contribution Agreement requires the Sellers to  
make joint and several representations and covenants to PCI and  
New PCI with respect to the Option Assets and numerous other  
matters and to jointly and severally indemnify New PCI for breach  
thereof; and 
 
WHEREAS, each Seller desires to ensure that if he or it is  
required to make a payment to New PCI under the indemnity  
provisions of the Contribution Agreement with respect to SMR  
Pittencrieff Losses for which he or it would not be responsible  
if the representations and covenants had been made by the Sellers  
severally and not jointly, such Seller shall promptly be  
reimbursed such amount by the party that is responsible for the  
Pittencrieff Losses; and 
 
WHEREAS, the Contribution Agreement contains certain SMR  
channel delivery requirements which are calculated on a  
collective basis; and 
 
WHEREAS, the Sellers intend that the New PCI Shares to be  
received by them from New PCI shall be allocated, with certain  
agreed upon exceptions, among the Sellers based upon the same  
percentages as the percentages in which they would have shared  
ownership of AMI-SW upon consummation of all of the transactions  
contemplated in the Option Agreements (the "Ownership  
Percentages"); and 
 
WHEREAS, the Sellers desire to provide for adjustments in  
the Ownership Percentages in the event that a Seller fails to  
deliver all of the SMR channels described in the Option Agreement  
to which such Seller is a party; and 
 
WHEREAS, the Sellers have agreed to place a portion of the  
New PCI Shares in escrow to secure their obligations hereunder; 
 
NOW, THEREFORE, in consideration of the premises and the  
mutual covenants set forth herein and other good and valuable  
consideration, the receipt and sufficiency of which are hereby  
acknowledged, the Sellers hereby agree as follows: 
 
 
	SECTION 1 
	OBLIGATIONS UNDER CONTRIBUTION AGREEMENT 
 
1.1	Terms used herein without definition shall have the  
meanings assigned thereto in the Contribution Agreement. 
 
1.2	Nature of Obligations under the Contribution Agreement.   
It is acknowledged by each Seller that the Contribution Agreement  
requires the Sellers to jointly and severally indemnify New PCI  
from and against Pittencrieff Losses (as defined in the  
Contribution Agreement) arising from claims described therein. 
 
1.3	Liability to Pay Claims.  The Sellers hereby agree as  
follows: 
 
(i)	Each Seller shall be responsible for making any  
indemnity payment required to be made by the Sellers to New  
PCI under the Contribution Agreement on account of  
Pittencrieff Losses that are attributable to the Option  
Assets contributed to New PCI by such Seller. 
 
(ii)	If any Seller makes an indemnity payment to New  
PCI that is attributable to Pittencrief Losses for which  
such Seller would not have been responsible if the  
representations, warranties and covenants had been made by  
the Sellers to New PCI severally and not jointly, then the  
Seller against whom New PCI would have an indemnity claim if  
representations, warranties and covenants had been made by  
the Sellers to New PCI severally and not jointly shall  
promptly upon the demand of the overpaying Seller pay to  
such overpaying Seller the amount of such payment.  Such  
amount shall be paid in immediately available funds in  
accordance with the written instructions of the overpaying  
Seller. 
 
	SECTION 2 
	ESCROW PROVISIONS 
 
Simultaneously with the closing contemplated under the  
Contribution Agreement, each of the Sellers will execute and  
deliver the Escrow Agreement attached hereto as Exhibit A. 
 
 
	SECTION 3 
	ADJUSTMENT OF OWNERSHIP PERCENTAGES 
 
Each Optionee Seller acknowledges, by execution of this  
Agreement that he or it is obligated to contribute to New PCI  
pursuant to the Contribution Agreement all of the Option Assets  
that are the subject of the Option Agreement to which he or it is  
a party (or all of the shares of capital stock of any corporation  
that owns such Option Assets).  The Sellers acknowledge that  
except as provided below, the New PCI Shares to be received by  
them from New PCI shall be allocated among the Sellers based upon  
the Ownership Percentages; and in the event that any Seller does  
not contribute to New PCI all of the Option Assets required to be  
contributed by him or it under the applicable Option Agreement,  
unless an Optionee Seller agrees otherwise with AMI in writing,  
the Ownership Percentages of the Sellers (and, consequently, the  
New PCI Shares to be received by the Sellers) shall be adjusted  
in the same manner as is provided for the adjustment of the  
option consideration in Section 2.6 of each Option Agreement, it  
being understood that the provisions pertaining to substitution  
of channels in Section 3.5 of each Option Agreement shall apply  
for the purpose of this calculation.  The Sellers acknowledge  
that AMI has made and may continue until the Closing to make  
loans (the "AMI Loans") to AMI-SW to finance certain acquisitions  
and to pay expenses of AMI-SW.  The Sellers agree that the AMI  
Loans, which are presently $3,100,000 of principal in the  
aggregate, to AMI-SW shall be repaid in full at the Closing from  
the Transaction Consideration, based upon the trading price of  
the common stock of PCI on the five business days prior to the  
third day before the Closing before any allocation of the  
Transaction Consideration to the Sellers.  No adjustments shall  
be made with respect to the Transaction Consideration to be paid  
to AMI with respect to the transfer to New PCI of the San Diego  
Systems or the assets of AMI-SW. 
 
 
	SECTION 4 
	MISCELLANEOUS 
 
4.1	Termination.  This Agreement may not be terminated or  
rescinded without the written consent of all parties hereto until  
the date of the expiration of the indemnity provisions in the  
Contribution Agreement.  In any event, such a termination or  
rescission shall not affect any liability of a party hereto in  
respect of a claim for payment or reimbursement made prior to the  
date of such termination or rescission. 
 
4.2	Amendment, Modification and Severability.  This  
Agreement may not be amended, modified or waived except by a  
written agreement signed by the party against whom enforcement of  
such amendment, modification or waiver is sought.  A waiver of  
any term or condition of this Agreement shall not be deemed to be  
a further or continuing waiver of any such term or condition.  If  
any provision of this Agreement shall be invalid, inoperative or  
unenforceable, this Agreement shall be reformed and construed as  
if such invalid, inoperative or unenforceable provision had never  
been contained herein and such provision were reformed so that it  
would be valid, operative and enforceable to the maximum extent  
permitted. 
 
 	4.3	Notices.  All notices, requests or other communications  
required or permitted hereunder shall be given in writing and  
delivered by hand or by recognized overnight courier and shall be  
deemed to have been delivered on the date of receipt, to the  
following addresses:  (a) if to the Optionee Sellers, to the  
respective addresses set forth on Exhibit B hereto; and (b) If to  
AMI, to:  Advanced MobileComm, Inc., 82 Devonshire Street, Mail  
Zone R25D, Boston, Massachusetts 02109,  Attention:  George K.  
Hertz, President, with a copy (which shall not constitute notice)  
to:  Sullivan & Worcester, One Post Office Square, Boston,  
Massachusetts  02109, Attention:  Karen L. Linsley, Esq. or to  
such other address as any party may have designated for itself by  
written notice to the other in the manner herein prescribed. 
 
4.4	Binding Effect; Assignment; Governing Law, Etc.  This  
Agreement shall be binding upon and inure to the benefit of the  
parties hereto and their respective successors and permitted  
assigns, but this Agreement shall not be assigned by either of  
the parties hereto without the prior written consent of the other  
parties, except that AMI may assign this Agreement in connection  
with its liquidation and dissolution; any assignment made absent  
such consent shall be void ab initio.  This Agreement and the  
legal relations between the parties hereto shall be governed by  
and construed in accordance with the laws of The State of Texas  
without giving effect to principles of conflicts of laws.  This  
Agreement may be executed in two or more counterparts, each of  
which shall be deemed an original, but all of which together  
shall constitute one and the same instrument.  This Agreement  
embodies the entire agreement and understanding of the parties  
hereto with respect to the subject matter contained herein.  This  
Agreement supersedes all prior agreements and understandings  
between the parties with respect to such subject matter. 
 
 
IN WITNESS WHEREOF, the undersigned have caused this  
Agreement to be executed and delivered, effective as of the day  
and year first above written. 
 
ADVANCED MOBILECOMM, INC. 
 
By:___________________________ 
_____ 
   Name: 
   Title: 
 
______________________________ 
__ 
Royce Witte, for himself and  
as authorized agent for  
Trunked Mobile Radio Systems 
 
______________________________ 
_____ 
Nels Kjorvestad 
 
______________________________ 
_____ 
Mary Kjorvestad 
 
______________________________ 
_____ 
David Bell 
 
______________________________ 
_____ 
Alan Bell 
 
______________________________ 
_____ 
John Holley 
 
By:___________________________ 
_____ 
David E. Weisman, for  
himself and 
as trustee for the  
Revocable Trust for 
W.A. Weisman and the  
Revocable 
Trust for Stanley C.  
Marinoff 
 
______________________________ 
_____ 
Alan S. Tilles 
 
______________________________ 
_____ 
Richard Meyer 
 
______________________________ 
_____ 
Jean Meyer 

EX-10

 
	ESCROW AGREEMENT 
 
 
ESCROW AGREEMENT (this "Agreement") made as of this ___ day  
of __________, 1996 by and among Advanced MobileComm, Inc., a  
Massachusetts corporation ("AMI"), each of the persons listed on  
Exhibit A hereto (collectively with AMI, the "Sellers"), and  
State Street Bank and Trust Company (the "Escrow Agent"); 
 
WHEREAS, the Sellers have entered into a contribution  
agreement with Pittencrieff Communications, Inc., a Texas  
corporation ("PCI"), and Pittencrieff Communications, Inc., a  
Delaware corporation ("New PCI"), dated as of September 5, 1995,  
as amended from time to time (the "Pittencrieff Contribution  
Agreement"), providing for the sale by the Sellers of the special  
mobile radio ("SMR") assets described in the Pittencrieff  
Contribution Agreement (or the sale of the stock of corporations  
that own such assets); and 
 
WHEREAS, the Pittencrieff Contribution Agreement contains  
certain representations and warranties made jointly and severally  
by the Sellers and certain rights on the part of New PCI to be  
indemnified by the Sellers with respect to the liabilities and  
claims arising thereunder; and 
 
WHEREAS, the Sellers have also entered into a contribution  
agreement on the date hereof (the "Sellers' Contribution  
Agreement") relating, among other things, to the allocation of  
responsibility, as among the Sellers, for payment of claims for  
indemnification made by New PCI under the Pittencrieff  
Contribution Agreement; and 
 
WHEREAS, the Sellers' Contribution Agreement provides that  
the Sellers shall place into escrow with the Escrow Agent  
2,559,966 shares of common stock (the "Common Stock") of New PCI  
(the "Escrow Fund"), to be used as security for and to satisfy  
the obligations of the Sellers under Section 1 of the Sellers'  
Contribution Agreement during the period from the date hereof  
until eighteen months from the date hereof; and 
 
WHEREAS, the parties to this Agreement have agreed upon and  
wish to set forth the terms and conditions relating to the Escrow  
Fund to be held by the Escrow Agent. 
 
NOW THEREFORE, for good and valuable consideration, the  
receipt and sufficiency of which are hereby acknowledged, the  
parties, intending to be legally bound, do hereby agree as  
follows: 
 
 1.  Definitions.  Undefined terms used herein, if defined  
in the Pittencrieff Contribution Agreement, shall have the  
respective meanings herein as set forth therein. 
 
 2.  Escrow Agent.  The Sellers hereby designate and appoint  
the Escrow Agent to serve in accordance with the terms,  
conditions and provisions of this Agreement, and the Escrow Agent  
hereby agrees to act as such, upon the terms, conditions and  
provisions provided in this Agreement. 
 
3.  Deposit of Escrow Fund.  Concurrently with the Closing,  
the Sellers shall deliver, or direct New PCI to deliver, the  
Common Stock to the Escrow Agent to be held subject to the terms,  
conditions and provisions of this Agreement.  The Escrow Agent  
agrees to hold the Escrow Fund as security for the obligations of  
the Sellers to each other pursuant to Section 1 of the Sellers'  
Contribution Agreement, and the Escrow Fund shall not be  
disbursed except as herein provided. 
 
 4.  Distributions with Respect to Escrow Fund.  Any  
dividends or other distributions received by the Escrow Agent on  
account of the Escrow Fund shall be distributed to the Sellers in  
proportion to the amounts of Common Stock delivered by the  
Sellers to the Escrow Agent, as set forth in Schedule 1 hereto. 
 
 5.  Claims Against Escrow Fund. 
 
(a)  From time to time during the term of this Agreement, a  
Seller (the "Requesting Seller") may request in writing (the  
"Reimbursement Notice") that the Escrow Agent deliver all or part  
of the Escrow Fund to the Requesting Seller in order to reimburse  
it for any amount that is due to the Requesting Seller under  
Section 1 of the Sellers' Contribution Agreement on account of a  
payment made to New PCI by the Requesting Seller on account of  
Pittencrieff Losses under the Pittencrieff Contribution  
Agreement.  The Reimbursement Notice shall (i) specify the amount  
of the Pittencrieff Losses, and (ii) the Seller or Sellers who  
contributed the SMR Assets to New PCI that are the subject of the  
Pittencrieff Losses.  The Escrow Agent shall have no  
responsibility for determining or ascertaining the completeness  
or accuracy of any Pittencrief Losses.  The Escrow Agent shall,  
within five business days of receipt of a Reimbursement Notice,  
provide a copy of such Reimbursement Notice to all Sellers, and  
fifteen business days after the Sellers are deemed pursuant to  
paragraph 13 to have received such Reimbursement Notice from the  
Escrow Agent, disburse to Requesting Seller from the Escrow  
Account shares of Common Stock (valued as provided in paragraph  
5(c) hereof), equal to the amount of the reimbursement requested  
by the Requesting Seller in such Reimbursement Notice, unless  
prior to the date of disbursement the Escrow Agent receives  
written notice from Sellers representing a majority in interest  
of the Escrow Fund, as reflected in Exhibit A (but excluding for  
this purpose the portion of the Escrow Fund held by the  
Requesting Seller) disputing (the "Dispute Notice") the  
Requesting Seller's right to the amount of the reimbursement  
requested in such Reimbursement Notice (the "Disputed Amount");  
provided, however, that if a Dispute Notice states that a portion  
of the amount of reimbursement requested in the Reimbursement  
Notice is not in dispute, the undisputed amount shall be  
disbursed to the Requesting Seller from the Escrow Fund. 
 
 (b)  If any Seller issues a Dispute Notice pursuant to  
paragraph 5(a), then the Escrow Agent shall continue to hold all  
amounts remaining in escrow until receipt of written instructions  
jointly executed by all Sellers, or receipt of an order of any  
court directing the disbursement of the Disputed Amount (or the  
portion thereof that is ordered to be disbursed) or a final  
judgment entered by a court of competent jurisdiction (after all  
appeals have been finally determined or the time for appeal has  
expired without an appeal having been made), and shall disburse  
the Disputed Amount (or the portion thereof that is instructed or  
ordered to be disbursed) in accordance with such joint  
instructions or court judgment or order.  The Sellers agree to  
use good faith efforts to promptly resolve any Disputed Amount. 
 
 (c)  For all purposes under this Agreement, the Common  
Stock shall be valued at fair market value thereof which shall  
mean the average of the closing bid and asked prices of the  
Common Stock quoted in the over-the-counter market summary or the  
closing price quoted or the principal exchange on which the  
Common Stock is listed, whichever is applicable, as published in  
the Eastern Edition of The Wall Street Journal for the ten  
trading days prior to the date of determination of fair market  
value. 
 
 6.  Common Stock. 
 
 (a)  The Sellers shall have, at any time prior to  
disbursement of the Common Stock, the full and unqualified right  
and power to exercise any voting, consent and other rights and to  
cause the Escrow Agent to sell all or part of the Common Stock  
held as part of the Escrow Fund, and the Escrow Agent not shall  
have any duty, right or privilege to exercise any such rights.   
The Escrow Agent shall exercise all such rights of any Seller  
with respect to any Common Stock as directed by written  
instructions by such Seller in form satisfactory to the Escrow  
Agent.  The Escrow Agent shall execute and deliver to any Seller  
upon request all such proxies, forms for election or other  
instruments as may be required with respect to the Common Stock  
held as part of the Escrow Fund in order to give effect to the  
foregoing.  All property received by the Escrow Agent pursuant to  
a sale of the Common Stock held as part of the Escrow Fund shall  
become a part of the Escrow Fund. 
 
 (b)  The parties hereby authorize the Escrow Agent to apply  
to the transfer agent for the Common Stock for any division of  
certificates evidencing Common Stock held as part of the Escrow  
Fund which may be required in connection with the distribution of  
Common Stock held as part of the Escrow Account. 
 
 7.  Accounts.  The Escrow Agent shall maintain separate  
book accounts with respect to each of the Sellers, which book  
accounts shall initially be credited with the amounts of Common  
Stock deposited with the Escrow Agent at the Closing, as set  
forth on Schedule 1.  [Prior to making any disbursement from the  
Escrow Fund, the Escrow Agent shall prepare, and distribute to  
each of the Sellers, statement of the then-current balances in  
each of the separate book accounts.]  All other income, interest,  
increments and gains of all kinds from the Escrow Fund (or losses  
related thereto) shall be allocated among the book accounts pro  
rata based upon the total Common Stock balances of each such  
account, and weighted (if and to the extent appropriate) to  
reflect sales of any shares of the Common Stock during the period  
with respect to which the allocation is being calculated.  The  
Sellers shall be jointly and severally liable for the fees and  
expenses of the Escrow Agent pursuant to paragraph 11 hereof.  As  
among themselves, the Sellers shall be responsible only for their  
pro rata portion of the Escrow Agent's fees and expenses.  In the  
case of amounts of reimbursement in respect of any Pittencrieff  
Losses by Seller under Section 1 of the Sellers' Contribution  
Agreement, amounts paid or disbursed to any Seller under  
paragraph 5 hereof shall be limited to the amount of, and shall  
be allocated solely to, such Sellers' book account.  Upon  
termination of this Agreement, or release of any portion of the  
Escrow Fund, each of the Sellers shall receive from the Escrow  
Fund an amount equal to its then-current balance in its book  
account; and if less than the full amount in the Escrow Fund is  
then being distributed, the amount to be distributed shall be  
allocated among the book accounts of the Sellers, pro rata in  
proportion to the number of shares of common stock of New PCI  
held by each Seller at the Closing with appropriate adjustments  
to reflect allocations to individual Sellers pursuant to the  
preceding sentence. 
 
 8.  Termination.  This Agreement shall terminate with  
respect to 1,535,980 shares of Common Stock on the first  
anniversary of the date hereof.  This Agreement shall terminate  
with respect to the balance of the shares of Common Stock held  
hereunder on the later of (i) eighteen months from the date  
hereof and receipt by the Escrow Agent of written notice from the  
Sellers' of such termination, and (ii) the date any remaining  
Reimbursement Notice or Dispute Notice has been resolved as  
provided herein, the receipt by the Escrow Agent of written  
notice thereof from the Sellers.  On Termination, the Escrow  
Agent will disburse from the Escrow Fund to each Seller the  
balance of such Seller's book account maintained pursuant to  
paragraph 7 immediately prior to such disbursement, with Common  
Stock in such Seller's book account to be valued for the purpose  
of determining such amount as provided in paragraph 5(c). 
 
9.  Duties of Escrow Agent; Indemnification. 
 
 (a)  The Escrow Agent shall have no duties or  
responsibilities except those expressly set forth herein.  The  
Escrow Agent shall have no responsibility for the validity of any  
agreements referred to in this Agreement, or for the performance  
of any such agreements by any party thereto or for interpretation  
of any of the provisions of any of such agreements.  The  
liability of the Escrow Agent hereunder shall be limited solely  
to bad faith, willful misconduct or gross negligence on its part.   
The Escrow Agent shall be protected in acting upon any  
certificate, notice or other instrument whatsoever received by  
the Escrow Agent under this Agreement, not only as to its due  
execution and the validity and effectiveness of its provisions,  
but also as to the truth and accuracy of any information therein  
contained, which the Escrow Agent in good faith believes to be  
genuine and to have been signed or presented by a proper person  
or persons.  The Escrow Agent shall not be obligated to take any  
legal or other action hereunder which might in its judgment  
involve expense or liability unless it shall have been furnished  
with indemnity acceptable to it. 
 
 (b)  In the event that the Escrow Agent shall be uncertain  
as to its duties or rights hereunder or shall receive  
instructions from any of the undersigned with respect to any  
property held by it in escrow pursuant to this Agreement which,  
in the opinion of the Escrow Agent, are in conflict with any of  
the provisions of this Agreement, the Escrow Agent shall be  
entitled to refrain from taking any action until it shall be  
directed otherwise in writing by the Sellers or by an order of a  
court of competent jurisdiction.  The Escrow Agent may consult  
counsel satisfactory to it, including house counsel, and the  
advice or opinion of such 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  
accordance with the advice or opinion of such counsel.  The  
Escrow Agent shall be deemed to have no notice of, or duties with  
respect to, any agreement or agreements with respect to any  
property held by it in escrow pursuant to this Agreement other  
than this Agreement or except as otherwise provided herein.  This  
Agreement sets forth the entire agreement between the parties  
hereto and the Escrow Agent.  Notwithstanding any provision to  
the contrary contained in any other agreement (excluding any  
amendment to this Agreement) among any of the parties hereto, the  
Escrow Agent shall have no interest in the property held by it in  
escrow pursuant to this Agreement except as provided in this  
Agreement.  In the event that any of the terms and provisions of  
any other agreement (excluding any amendment to this Agreement)  
between any of the parties hereto conflict or are inconsistent  
with any of the terms and provisions of this Agreement, the terms  
and provisions of this Agreement shall govern and control in all  
respects. 
 (c)  Neither the Escrow Agent nor any of its directors,  
officers or employees shall be liable to anyone for any action  
taken or omitted to be taken by it or any of its directors,  
officers or employees hereunder except in the case of gross  
negligence, bad faith or willful misconduct.  Each of the  
Sellers, jointly and severally, covenant and agree to indemnify  
the Escrow Agent and hold it harmless without limitation from and  
against any loss, liability or expense of any nature incurred by  
the Escrow Agent arising out of or in connection with this  
Agreement or with the administration of its duties hereunder,  
including, but not limited to, legal fees and expenses and other  
costs and expenses of defending or preparing to defend against  
any claim of liability in the premises, unless such loss,  
liability or expense shall be caused by the Escrow Agent's gross  
negligence, bad faith or willful misconduct.  In no event shall  
the Escrow Agent be liable for indirect, punitive, special or  
consequential damages. 
 
10.  Resignation.  The Escrow Agent shall have the right, in  
its discretion, to resign as agent at any time, by giving at  
thirty (30) days' prior written notice of such resignation to the  
Sellers.  In such event the Sellers will promptly select another  
bank with capital, surplus and undivided profits of not less than  
One Hundred Million Dollars ($100,000,000), which will be  
appointed as successor Escrow Agent, and will enter into an  
agreement with such other bank in substantially the form of this  
Agreement.  Resignation by the Escrow Agent shall relieve the  
Escrow Agent of any responsibility or duty thereafter arising  
hereunder but shall not relieve the Escrow Agent of  
responsibility to account for the Escrow Fund.  If a substitute  
for the Escrow Agent hereunder shall not have been selected, as  
aforesaid, the Escrow Agent shall be entitled to petition any  
court for the appointment of a substitute for it hereunder or, in  
the alternative, it may (i) transfer and deliver the funds  
deposited in the Escrow Account and all other assets held  
hereunder to or upon the order of such court or (ii) keep safely  
the Escrow Fund and all other assets held hereunder until it  
receives notice from the Sellers of a substitute appointment.   
The Escrow Agent shall be discharged from all further duties  
hereunder upon acceptance by the substitute of its duties  
hereunder or upon transfer and delivery of the Escrow Fund to or  
upon the order of any court.  The provisions of Section 9(c)  
hereof shall survive the resignation or removal of the Escrow  
Agent or the termination of this Agreement. 
 
11.  Fees.  The Sellers agree to pay or reimburse the Escrow  
Agent for any legal fees and expenses incurred in connection with  
the preparation of this Agreement and to pay the Escrow Agent's  
reasonable compensation for its normal services hereunder in  
accordance with the fee schedule, attached as Exhibit B, which  
may be subject to change on an annual basis.  The Escrow Agent  
shall be entitled to reimbursement on demand for all expenses  
incurred in connection with the administration of the escrow  
created hereby which are in excess of its compensation for normal  
services hereunder, including, without limitation, payment of any  
legal fees and expenses incurred by the Escrow Agent in  
connection with the resolution of any claim by any party  
hereunder. 
 
12.  Payments.  At any time the Escrow Agent is required to  
distribute or pay any amounts held by or received by it under any  
of the provisions of this Agreement to any Seller, such  
distribution and payment shall be effected by issuance of  
certificates for the appropriate number of shares of Common Stock  
to such Seller at the address of such Seller set forth in  
Schedule 1 hereto. 
 
13.  Notices.  All notices, requests or other communications  
required or permitted hereunder shall be given in writing and  
shall have been deemed to have been duly given if delivered in  
hand on the date of receipt (or refusal), and if given by mail or  
Federal Express or similar nationally recognized expedited  
overnight commercial courier, when deposited in the United States  
mail or delivered to Federal Express or similar nationally  
recognized expedited overnight commercial courier, addressed to  
the recipient of the notice, post-paid and registered or  
certified mail (if mailed), or with all freight charges paid (if  
by Federal Express or other courier) to the following addresses:   
 
if to the Escrow Agent, to: 
 
State Street Bank and Trust Company  
Two International Place  
Boston, MA  02110 
Attention:  Gary R. Dougherty 
 
and 
 
if to the Sellers, to the respective addresses set forth on  
Schedule 1. 
 
or to such other address as any party may have designated for  
itself by written notice to the other in the manner herein  
prescribed except that notices of changes of address shall be  
effective only upon receipt. 
 
14.  Consent to Jurisdiction and Service.  The Sellers  
hereby absolutely and irrevocably consent and submit to the  
jurisdiction of the courts of the Commonwealth of Massachusetts  
and of any federal court located in said Commonwealth in  
connection with any actions or proceedings brought against the  
Sellers by the Escrow Agent arising out of or relating to this  
Agreement.  In any such action or proceeding, the Sellers hereby  
absolutely and irrevocably waive personal service of any summons,  
complaint, declaration or other process and hereby absolutely and  
irrevocably agree that service thereof may be made by certified  
or registered first class mail directed to the Sellers, as the  
case may be, at their respective addresses in accordance with  
Section 13 hereof. 
 
15.  Force Majeure.  Neither the Sellers nor Escrow Agent  
shall be responsible for delays or failures in performance  
resulting from acts beyond its control.  Such acts shall include  
but not be limited to acts of God, strikes, lockouts, riots, acts  
of war, epidemics, governmental regulations superimposed after  
the fact, fire, communication line failures, computer viruses,  
power failures, earthquakes or other disasters. 
 
16.  Reproduction of Documents.  This Agreement and all  
documents relating thereto, including, without limitation, (a)  
consents, waivers and modifications which may hereafter be  
executed, and (b) certificates and other information previously  
or hereafter furnished, may be reproduced by any photographic,  
photostatic, microfilm, optical disk, micro-card, miniature  
photographic or other similar process.  The parties hereto agree  
that any such reproduction shall be admissible in evidence as the  
original itself in any judicial or administrative proceeding,  
whether or not the original is in existence and whether or not  
such reproduction was made by a party in the regular course of  
business, and that any enlargement, facsimile or further  
reproduction shall likewise be admissible in evidence. 
 
17.  Binding Effect; Assignment.  This Agreement shall be  
binding upon, and inure to the benefit of and be enforceable by,  
the parties hereto and their respective legal representatives,  
successors and assigns, provided, however, that this Agreement  
shall not be assigned by any party hereto without the prior  
written consent of all of the other parties hereto, except that  
AMI may assign this Agreement in connection with its liquidation  
and dissolution; any assignment made absent such consent shall be  
void ab initio. 
 
18.  Counterparts.  This Agreement may be executed in two or  
more counterparts, each of which shall be deemed an original but  
all of which taken together shall constitute one and the same  
instrument. 
 
19.  Amendment and Modification; Waivers.  This Agreement  
may not be amended or modified except by a written agreement  
signed by the party against whom enforcement of such amendment or  
modification is sought.  Any waiver of any term or condition of  
this Agreement, or any breach of any covenant, representation or   
warranty contained herein, in any one instance shall not operate  
as or be deemed to be or construed as a further or continuing  
waiver of any other breach of such term, condition, covenant,  
representation or warranty or any other term, condition,  
covenant, representation or warranty, nor shall any failure at  
any time or times to enforce or require performance of any  
provision hereof operate as a waiver or affect in any manner such  
parties' right at any later time to enforce or require  
performance of such provision or any other provisions hereof. 
 
20.  Governing Law.  This Escrow Agreement shall be governed  
by and construed in accordance with the laws of The Commonwealth  
of Massachusetts, without giving effect to principles of  
conflicts of laws. 
 
IN WITNESS WHEREOF, the parties hereto have executed this  
Escrow Agreement as of the day and year first above written. 
 
ADVANCED MOBILECOMM, INC. 
 
By:______________________________ 
George K. Hertz, President 
 
STATE STREET BANK AND TRUST COMPANY 
 
By:________________________________ 
Name: 
Title: 
 
________________________________ 
Royce Witte, for himself and 
as authorized agent for 
Trunked Mobile Radio Systems 
 
___________________________________ 
Nels Kjorvestad 
 
___________________________________ 
Mary Kjorvestad 
 
___________________________________ 
David Bell 
 
___________________________________ 
Alan Bell 
 
___________________________________ 
John Holley 
 
By:________________________________ 
David E. Weisman, for himself  
and 
as trustee for the Revocable  
Trust for 
W.A. Weisman and the Revocable 
Trust for Stanley C. Marinoff 
 
___________________________________ 
Alan S. Tilles 
 
___________________________________ 
Richard Meyer 
 
__________________________________ 
Jean Meyer 
 
	Exhibit A 
 
 
	LIST OF SELLERS 
 
	Original 
	Number of 
ADVANCED MOBILECOMM, INC.	Shares Escrowed 
 
 
Royce Witte, for himself and 
as authorized agent for 
Trunked Mobile Radio Systems 
 
 
Nels Kjorvestad 
 
 
Mary Kjorvestad 
 
 
David Bell 
 
 
Alan Bell 
 
 
John Holley 
 
 
David E. Weisman, for himself and 
as trustee for the Revocable Trust for 
W.A. Weisman and the Revocable 
Trust for Stanley C. Marinoff 
 
 
Alan S. Tilles 
 
 
Richard Meyer 
 
 
Jean Meyer 
 
	Exhibit B 
 
 
	FEE SCHEDULE 
 
 
Annual Escrow Fee 
 
$3,500.00 
 
Investment Transaction Fee (if applicable) 
 
A per transaction charge to cover the purchase and sale  
of investments held in account under administration.   
(Fee only applies for non-State Street Bank  
investments.) 
 
Extraordinary Administrative Expenses 
 
Fees for services not specifically set forth in this  
schedule will be determined by appraisal.  Such  
services may include, but are not limited to,  
additional responsibilities and services incurred in  
case of default. 
 
Out-of-Pocket Expenses 
 
Out-of-pocket expenses such as counsel fees and  
expenses, telephone, postage, insurance, shipping  
charges, outside investment charges and supplies will  
be charged at cost. 
 

EX-10

 
	VOTING AGREEMENT AND PROXY 
 
 
VOTING AGREEMENT AND PROXY (the "Agreement") made this  
_______ day of January, 1996, by and among Advanced MobileComm,  
Inc., a Massachusetts corporation ("AMI"), and each of the  
persons who is acquiring capital stock of Pittencrieff  
Communications, Inc., a Delaware corporation (the "Company"), on  
the date hereof and is listed on Schedule I hereto (such persons  
being hereinafter referred to collectively as the "Stockholders"  
and each singly as a "Stockholder"). 
 
WHEREAS, the Stockholders have acquired on the date hereof  
an aggregate of 11,909,842 shares of the Common Stock, $.01 par  
value (the "Common Stock") of the Company; 
 
WHEREAS, in order to induce AMI to consummate the sale of  
stock and assets to the Company on the date hereof and to induce  
an affiliate of AMI to make certain financial commitments to the  
Company, the Stockholders are willing to grant a proxy to vote  
their shares of Common Stock for a period of time to designees of  
AMI; 
 
NOW, THEREFORE, in consideration of the mutual covenants  
herein contained and other good and valuable consideration, the  
receipt and sufficiency of which are hereby acknowledged, the  
Company and the Stockholders agree as follows: 
 
1.  Grant of Proxy.  Except as expressly provided to the  
contrary in Section 2, each of the Stockholders does hereby agree  
that he or she shall vote the shares of Common Stock held by him  
or her in the manner designated by AMI and to effectuate the  
foregoing, each of the Stockholders does hereby constitute and  
appoint each of James P. Hynes, George K. Hertz and Donald S.  
Heaton, and each of them acting singly, with full power of  
substitution, the attorneys and proxies of each Stockholder to  
vote in such manner as each such attorney and proxy (or his  
substitute) shall in his sole discretion deem proper with respect  
to all of the shares of Common Stock which the Stockholder is  
entitled to vote at any meeting (whether annual or special and  
whether or not an adjourned meeting) of stockholders of the  
Company which may be held during the period commencing on the  
date hereof and ending on the second anniversary of the date  
hereof.  This proxy is coupled with an interest and shall be  
irrevocable. 
 
2.  Release of Proxy.  The Proxy granted in Section 1 shall  
terminate with respect to ten percent of the shares of Common  
Stock held by each Stockholder twelve months after the date  
hereof, and the Proxy granted in Section 1 shall terminate with  
respect to twenty-five percent of the shares of Common Stock held  
by each Stockholder eighteen months after the date of this  
Agreement. 
 
3.  Proxy Cards.  Each Stockholder agrees that promptly upon  
receipt of each notice of a meeting of stockholders of the  
Company, the Stockholder will deliver to AMI the proxy card  
included with the notice. 
 
4.  Termination.  This Agreement, and the respective rights  
and obligations of the parties hereto, shall terminate upon the  
earlier to occur of the following:  (i) the second anniversary of  
the date hereof; or (ii) the sale of the Company, whether by  
merger, sale or transfer of more than eighty percent (80%) of its  
capital stock, or sale of substantially all of its assets. 
 
5.  Notices.  All notices and other communications hereunder  
shall be in writing and shall be deemed to have been given when  
delivered or mailed by first class, registered or certified mail  
(airmail if to or from outside the United States), return receipt  
requested, postage prepaid, if to each Stockholder at his  
respective address set forth on Schedule I hereto or on the   
instrument of Accession pursuant to which he became a party to  
this Agreement, and if to the investors, at their respective  
addresses set forth on Schedule I hereto or to such other address  
as the addressee shall have furnished to the other parties hereto  
in the manner prescribed by this Section 5. 
 
6.  Specific Performance.  The rights of the parties under  
this Agreement are unique and, accordingly, the parties shall, in  
addition to such other remedies as may be available to any of  
them at law or in equity, have the right to enforce their rights  
hereunder by actions for specific performance to the extent  
permitted by law. 
 
7.  Entire Agreement.  This Agreement constitutes the entire  
agreement among the parties with respect to the subject matter  
hereof and supersedes all prior agreements and understandings  
between them or any of them as to such subject matter. 
 
8.  Waivers and Further Agreements.  Any waiver by any party  
of a breach of any provision of this Agreement shall not operate  
or be construed as a waiver of any subsequent breach of that  
provision or of any other provision hereof.  Each of the parties  
hereto agrees to execute all such further instruments and  
documents and to take all such further action as any other party  
may reasonably require in order to effectuate the terms and  
purposes of this Agreement. 
 
9.  Amendments.  Except as otherwise expressly provided  
herein, this Agreement may not be amended except by an instrument  
in writing executed by AMI and the Stockholders holding at least  
two-thirds of all shares of Common Stock then subject to this  
Agreement.  No amendment to this Agreement shall become effective  
until a copy thereof has been delivered to the Company. 
 
10.  Assignment; Successors and Assigns.  This Agreement may  
not be assigned by any party except that AMI may transfer its  
rights hereunder in connection with its liquidation and  
dissolution.  This Agreement shall be binding upon and shall  
inure to the benefit of the parties hereto and their respective  
heirs, executors, legal representatives, successors and permitted  
transferees, except as may be expressly provided otherwise  
herein. 
 
11.  Severability.  In case any one or more of the  
provisions contained in this Agreement shall for any reason be  
held to be invalid, illegal or unenforceable in any respect, such  
invalidity, illegality or unenforceability shall not affect any  
other provision of this Agreement and such invalid, illegal and  
unenforceable provision shall be reformed and construed so that  
it will be valid legal and enforceable to the maximum extent  
permitted by law. 
 
12.  Counterparts.  This Agreement may be executed in two or  
more counterparts, each of which shall be deemed an original, but  
all of which together shall constitute one and the same  
instrument. 
 
13.  Section Headings.  The headings contained in this  
Agreement are for reference purposes only and shall not in any  
way affect the meaning or interpretation of this Agreement. 
14.  Governing Law.  This Agreement shall be construed and  
enforced in accordance with and governed by the Delaware General  
Corporation Law, including, without limitation, Sections 212 and  
218 thereof as to matters within the scope thereof and with  
respect to all other matters by the laws of the Commonwealth of  
Massachusetts. 
 
ADVANCED MOBILECOMM, INC. 
 
By:___________________________ 
Name: 
Title: 
 
STOCKHOLDERS: 
 
______________________________, as stockholder of Confidential  
Communications 
John A. Holley			    Corporation 
 
______________________________, individually, as authorized agent  
of Trucked Mobile 
Royce Witte				    Radio Systems and as  
stockholder of D&E 
    Communications, Inc. and Gulf States  
Towers, Inc. 
 
______________________________, as stockholder of Viking  
Amusement Corp. 
Nels Kjorvestad 
 
______________________________, as stockholder of Viking  
Amusement Corp. 
Mary Kjorvestad 
 
______________________________, as stockholder of A&D Mobile  
Systems, Inc. 
James Alan Bell			    and Bayou Communications, Inc. 
 
______________________________, as stockholder of A&D Mobile  
Systems, Inc. 
John David Bell			    and Bayou Communications, Inc. 
 
______________________________, as stockholder of FFC  
Communications, Inc. 
David E. Weisman, 
Individually and as Trustee 
 
______________________________, as stockholder of FFC  
Communications, Inc. 
Alan S. Tilles 
 
______________________________, as stockholder of FFC  
Communications, Inc. 
Richard P. Meyer 
 
______________________________, as stockholder of FFC  
Communications, Inc. 
Jean Meyer 
 

EX-10

 
 
 
 
	CONTRIBUTION AGREEMENT 
 
	AMONG 
 
	PITTENCRIEFF COMMUNICATIONS, INC., 
 
	A TEXAS CORPORATION, 
 
	PITTENCRIEFF COMMUNICATIONS, INC., 
 
	A DELAWARE CORPORATION, 
 
	and 
 
	EACH OF THE CORPORATIONS, 
	SELLING STOCKHOLDERS AND PARTNERSHIPS 
	LISTED ON EXHIBIT A1 HERETO, 
	EACH OF THE SYSTEM SELLERS 
	LISTED ON EXHIBIT A2 HERETO 
	AND THE NOTE SELLER 
	LISTED ON EXHIBIT A3 HERETO 
 
 
 
 
	COMPOSITE COPY 
 
 
	Dated as of September 5, 1995, 
	and as amended 
	as of October 16, 1995 
 
 
	COMPOSITE 
 
 
	CONTRIBUTION AGREEMENT 
 
 
This CONTRIBUTION AGREEMENT made as of September 5, 1995  
and, as amended as of October 16, 1995 (the "Agreement") among  
Pittencrieff Communications, Inc., a Texas corporation  
("Pittencrieff"), Pittencrieff Communications, Inc., a Delaware  
corporation ("New PCI"), and each of the corporations (the  
"Corporations"), stockholders (the "Selling Stockholders"),  
partnerships (the "Partnerships") listed on Exhibit Al hereto,  
the individuals and entities (the "System Sellers") listed as  
System Sellers on Exhibit A2 hereto, and the individual (the  
"Note Seller") listed as a Note Seller on Exhibit A3 hereto.  The  
Selling Stockholders, System Sellers and Note Seller are  
sometimes hereinafter collectively referred to as the "Sellers,"  
and each singly as a "Seller."  Each of Pittencrieff, New PCI,  
the Sellers, the Corporations and the Partnerships are sometimes  
referred to collectively as the "Parties." 
 
	WITNESSETH: 
 
WHEREAS, certain of the Selling Stockholders have caused New  
PCI to be organized as a Delaware corporation to participate with  
the Sellers and Pittencrieff in the Transaction (as hereinafter  
defined); and 
 
WHEREAS, pursuant to an Agreement and Plan of Merger between  
Pittencrieff and New PCI, a copy of which is attached as Exhibit  
A, Pittencrieff will merge into New PCI, which will be the  
surviving corporation in the merger (the "Merger"), and the  
shareholders of Pittencrieff will exchange their shares of  
Pittencrieff common stock for shares of common stock of New PCI;  
and 
 
WHEREAS, contemporaneously with the Merger, each Selling  
Stockholder has agreed to contribute to New PCI all of its shares  
of capital stock (the "Subject Stock") in the Corporation(s) set  
forth beside its name on Exhibit Al hereto in exchange for such  
Selling Stockholder's share of the Transaction Consideration (as  
defined in Section 1.1) to be paid by New PCI to the Sellers; and 
 
WHEREAS, each System Seller has agreed to contribute to New  
PCI assets pertaining to certain 800 MHz specialized mobile radio  
("SMR") systems and certain related assets operated by it in  
Texas (the "800 MHz Systems"), and, in the case of Advanced  
MobileComm, Inc. ("AMI"), the 900 MHz SMR systems and related  
assets operated by it in San Diego, California (the "San Diego  
Systems," collectively with the 800 MHz Systems, the "Purchased  
Systems" and collectively with the SMR systems and related assets  
owned by the Corporations and Partnerships, the "Systems"), in  
exchange for such System Seller's share of the Transaction  
Consideration to be paid by New PCI to the Sellers; and 
 
WHEREAS, the Note Seller has agreed to transfer the  
promissory note in the aggregate principal amount of  
$1,377,562.03 issued by Bayou Communications, Inc. to the Note  
Seller (the "Bayou Note") to New PCI in exchange for the Note  
Seller's share of the Transaction Consideration to be paid by New  
PCI to Sellers; and 
 
WHEREAS, the transactions contemplated by this Agreement  
(the "Transaction") are intended to be tax-free to Pittencrieff,  
New PCI and the Sellers; 
 
NOW, THEREFORE, in consideration of the premises and the  
respective covenants and representations and warranties herein  
contained, the Parties agree as follows: 
 
1.  The Transaction. 
 
1.1.  Determination of Transaction Consideration.  In  
consideration of the assignment, transfer, conveyance and  
delivery to New PCI of the Subject Stock by each of the Selling  
Stockholders, the Purchased Systems by each of the System Sellers  
and the Bayou Note by the Note Seller and of the other agreements  
of the Sellers herein contained, New PCI agrees to deliver to the  
Sellers an aggregate of 11,909,842 shares of common stock of New  
PCI ("New PCI Common Stock"), $.01 par value per share (the  
"Transaction Consideration").  The allocation of the Transaction  
Consideration among the Sellers shall be as set forth in Schedule  
1.1.  By delivery of written notice to Pittencrieff, Sellers may  
make changes in the allocation of the Transaction Consideration  
as set forth in Schedule 1.1 up until three business days prior  
to the Closing (as hereinafter defined).  
 
1.2.  Adjustments to Transaction Consideration. 
 
(a)	The Transaction Consideration will be increased by  
1,000,000 shares of New PCI Common Stock in the event that  
the average of the last closing "bid" price for the common  
stock, $.01 par value per share of Pittencrieff  
("Pittencrieff Common Stock") as reported by the Nasdaq  
National Market System for the ten business days immediately  
preceding the third business day prior to the Closing is  
equal to or less than $4 per share. 
 
(b)	The Transaction Consideration shall be increased  
on account of (i) any issuances prior to Closing of  
Pittencrieff Common Stock or securities convertible into  
Pittencrieff Common Stock by Pittencrieff in connection with  
acquisitions of channels listed on the Pittencrieff FCC  
Schedule (as hereinafter defined), (ii) any issuances prior  
to Closing of Pittencrieff Common Stock or securities  
convertible to Pittencrieff Common Stock at less than $6 per  
share by Pittencrieff between the date hereof and Closing,  
and (iii) any issuance by Pittencrieff prior to Closing of  
stock options for Pittencrieff Common Stock exercisable for  
the purchase of greater than the 910,000 shares of  
Pittencrieff Common Stock; the Transaction Consideration  
shall be increased on account of any of the foregoing events  
to such number of shares of New PCI Common Stock  as will  
entitle the Sellers to obtain the same ownership percentage  
of New PCI as the issuance of 11,909,842 shares of  
Pittencrieff Common Stock, together with shares payable  
pursuant to Section 1.2(a), if any, would have represented  
as of May 3, 1995 based on the then outstanding Pittencrieff  
Common Stock. 
 
(c)	Pittencrieff and the Sellers agree that in the  
event prior to Closing of any recapitalization of  
Pittencrieff in the nature of a stock split, combination,  
stock dividend or similar change in Pittencrieff's  
capitalization, including any exchange of shares of  
Pittencrieff Common Stock for New PCI Common Stock in the  
Merger on other than a one share for one share exchange  
basis, then appropriate adjustments shall be made to the  
Transaction Consideration to place each of Pittencrieff and  
the Sellers in the same relative equity position as if the  
Closing had occurred immediately prior to the occurrence of  
the event giving rise to the adjustment. 
 
1.3.  Closing. 
 
(a)	The closing of the Transaction (the "Closing")  
shall take place on a day, time and location reasonably  
determined by Pittencrieff after consultation with AMI, and  
such date, time and location shall be confirmed in writing  
by such parties and the other Sellers not less than fifteen  
business days prior to the Closing. 
 
(b)	At the Closing New PCI will deliver to each Seller  
one or more stock certificates representing the number of  
shares of New PCI Common Stock as is equal to its portion of  
the Transaction Consideration, such stock certificates to be  
in the denominations and registered in the names of the  
Sellers as set forth on Exhibits Al, A2 and A3 hereto, each  
Selling Stockholder shall deliver to New PCI duly assigned  
stock certificates and stock powers representing the Subject  
Stock held by it, as listed on Exhibit Al hereto, each  
System Seller shall assign, transfer, sell, convey and  
deliver to New PCI, free and clear of all liens or other  
encumbrances, all of its right, title and interest in and to  
the Purchased Systems owned by it, as indicated in Section  
2.1 and the Note Seller shall assign, transfer, sell, convey  
and deliver to New PCI free and clear of all liens or other  
encumbrances, all of his right, title and interest in and to  
the Bayou Note. 
 
2.  Purchase and Sale of Assets; Assumption of Liabilities. 
 
2.1.  Sale of Assets.  Except for the "Excluded Assets," as  
defined in Section 2.2 each System Seller severally and not  
jointly agrees to sell and transfer to New PCI, and New PCI  
agrees to purchase from such System Seller, subject to and upon  
the terms and conditions of this Agreement, free and clear of any  
lien or other encumbrance, from such System Seller at the Closing  
all of such System Seller's right, title and interest in and to  
the assets, properties and rights used by such System Seller in  
operating the Purchased Systems, as follows: 
 
(a)	the FCC licenses set forth on the System Seller  
FCC Schedule (as hereinafter defined); 
 
(b)	radio transmission, reception, control and other  
equipment relating to the Purchased Systems and any  
agreement to purchase any of the foregoing, all as set forth  
on Schedule 2.1(b); 
 
(c)	all rights of each System Seller in and to all  
agreements of each System Seller (whether in the name of  
such System Seller or an affiliate) for the lease of sites  
for communications towers or transmitters or for the lease  
of such towers or transmitters that are set forth on  
Schedule 2.1(c) (the "Site Rental Agreements"); 
 
(d)	all rights, contracts and agreements with persons,  
firms, partnerships, trust, associations, corporations or  
other entities pursuant to which any System Seller provides  
services utilizing the Purchased Systems, as described on  
Schedule 2.1(d); 
 
 		(e)	all books, files, records, customer lists,  
customer records, supplier lists, mailing lists, equipment  
repair, maintenance or service records, FCC records and all  
other information relating to the operation of the Purchased  
Systems, except to the extent that such System Seller is  
required by law to retain the same, in which event such  
System Seller shall deliver copies thereof to New PCI; 
 
(f)	all regulatory filings, applications, grants and  
waivers, including without limitation, any wide area digital  
grants or applications relating to the Purchased Systems, as  
set forth on Schedule 2.1(f); 
 
(g)	all accounts receivable and notes receivable due  
from customers on the Purchased Systems, excluding those  
accounts receivable and notes receivable which relate to the  
sales and service businesses of the System Sellers; 
 
(h)	all real estate owned or leasehold interests in  
real property of such System Seller used in connection with  
the operation of the Purchased Systems and set forth on  
Schedule 2.1(h); 
 
(i)	all billing systems, computer licenses and other  
documentation and assets relating thereto used in connection  
with the operation of the Purchased Systems and described on  
Schedule 2.1(i); 
 
(j)	all leasehold interests in equipment or other  
tangible personalty used in connection with the operation of  
the Purchased Systems as set forth on Schedule 2.1(j); and 
 
(k)	all agreements pursuant to which any System Seller  
manages any private mobile communications system or  
transmitting site on behalf of any person and any option  
agreements relating to the foregoing, as described in  
Schedule 2.1(k).   
 
2.2.  Excluded Assets.  The Excluded Assets shall consist of  
the following: 
(a)	cash and cash equivalents; 
 
(b)	claims (and benefits to the extent they arise  
therefrom) and litigation against third parties to the  
extent such claims and litigation relate to liabilities  
retained by such System Seller; 
 
(c)	retrospective insurance adjustments and federal or  
state income tax refunds with respect to all periods prior  
to Closing; and 
 
(d)	any assets of such System Seller related to the  
sales and service business of such System Seller, including  
inventory and accounts receivable, as set forth in Schedule  
2.2(d). 
 
2.3.  Assumption of Certain Liabilities. 
 
  (a)	On the terms and subject to the conditions  
set forth herein, from and after the Closing, New PCI will  
assume and satisfy or perform when due the following debts,  
liabilities, obligations and commitments of the System  
Sellers relating to the operation of the Purchased Systems  
(the "Assumed Liabilities"): 
 
(i)	all obligations to provide service to customers  
subsequent to the Closing (a list of such  
customers will be delivered to Pittencrieff five  
business days prior to Closing); 
 
(ii)	liabilities and obligations of the System Sellers  
arising in the ordinary course relating to the  
operation of the Purchased Systems; and 
 
(iii)	obligations under the option and management  
agreements identified on Schedule 2.1(k). 
 
Pittencrieff shall not assume, and shall not have any  
liability for, any debts, liabilities or obligations of any  
System Seller relating to the Purchased Systems not specifically  
assumed by Pittencrieff pursuant to this Section 2.3. 
 
(b)	At the Closing, New PCI shall assume the  
indebtedness in the aggregate amount of $1,466,000 owing  
from John Holley to Advanced MobileComm Southwest Limited  
Partnership. 
 
3.  Representations and Warranties Regarding the Corporations,  
Partnerships and the Selling Stockholders.  Each of the Selling  
Stockholders, Corporations and Partnerships severally and not  
jointly represent and warrant to Pittencrieff and New PCI as  
follows: 
 
3.1.  Entity Status.  Each Corporation is a corporation duly  
organized, validly existing and in good standing under the laws  
of its state of incorporation and has the corporate power and  
authority to carry on its business as and where now conducted,  
and to own or lease and to operate its properties and assets  
where such properties and assets are now owned, leased or  
operated by it and where such business is now conducted by it.   
Each Partnership is duly organized, validly existing and in good  
standing under the laws of its state of organization and has the  
partnership power and authority to carry on its business as and  
where now conducted, and to own or lease and to operate its  
properties and assets where such properties and assets are now  
owned, leased or operated by it and where such business is now  
conducted by it.  Each Corporation and each Partnership is  
qualified to do business and is in good standing in each    
jurisdiction in which the nature of its business or the property  
owned or leased by it make such qualification necessary, except  
where the failure to so qualify would not have a material adverse  
effect on its business, operations or financial condition.  Each  
Corporation has delivered to Pittencrieff complete and correct  
copies of its charter and by-laws, each as amended and in effect  
on the date hereof.  Each Partnership has delivered to  
Pittencrieff complete and correct copies of its certificate of  
limited partnership and partnership agreement, each as amended  
and in effect on the date hereof. 
 
3.2.  Subsidiaries; Affiliates.  Except for Partnership  
Interests as indicated on Exhibit Al, no Corporation owns, (as  
hereinafter defined) directly or indirectly, and no Partnership  
owns, directly or indirectly, any capital stock, any partnership  
or equity or other ownership interest in, or any other security  
issued by, any other corporation or other entity.  
 
3.3.  Capitalization of Corporations.  The authorized  
capital stock of each Corporation consists of the number of  
shares of common stock and other classes of stock set forth  
opposite such Corporation's name on Schedule 3.3.  Schedule 3.3  
also lists the total number of shares of capital stock of such  
Corporation which are issued and outstanding on the date hereof.   
All of the shares of stock of each Corporation that are issued  
and outstanding are duly authorized and are validly issued, fully  
paid and non-assessable, and have been issued in compliance with  
federal and state securities laws, and all of the outstanding  
shares of stock of the Corporations are owned beneficially and of  
record by the Selling Stockholders in the amounts specified on  
Exhibit Al hereto, free and clear of all liens, claims and  
encumbrances, except as set forth on Schedule 3.3.  No shares of  
any Corporation's capital stock are held in its treasury.  Except  
as set forth on Schedule 3.3:  (i) there are no agreements  
restricting the transfer of, or affecting the rights of any  
holder of, any shares of any Corporation's capital stock, (ii)  
there are no preemptive rights on the part of any holder of any  
class of securities of any Corporation, and (iii) there are no  
options, warrants, conversion or other rights, agreements or  
commitments obligating any Corporation to issue or sell any  
shares of its capital stock of any class or any securities  
convertible into or exchangeable for any such shares, and no  
authorization therefor has been given. 
 
3.4.  Capitalization of Partnerships.  The total limited and  
general partnership interests of each Partnership and capital  
contributions are as set forth opposite such Partnership's name  
on Schedule 3.4 (collectively, the "Partnership Interests").   
Schedule 3.4 also lists the name of each partner in such  
Partnership, the percentage equity interest of such partner and  
identifies whether such partner is a general or limited partner  
in such Partnership.  All of the Partnership Interests are owned  
of record by the one or more of the Corporations or Partnerships  
in the amounts specified on Exhibit Al hereto, free and clear of  
all liens, claims and encumbrances.  Except as set forth on  
Schedule 3.4:  (i) there are no agreements restricting the  
transfer of, or affecting the rights of any holder of, any  
Partnership Interests, (ii) there are no preemptive rights on the  
part of any holder of any class of Partnership Interests, and  
(iii) there are no options, warrants, conversion or other rights  
or agreements obligating any Partnership to issue or sell any  
Partnership Interests or any securities convertible into or  
exchangeable for any Partnership Interests. 
 
3.5.  Authority for Agreement; No Violation. 
 
(a)	The Corporations have all power and authority  
necessary to execute and deliver this Agreement and to  
perform each of their obligations hereunder, and the board  
of directors of each Corporation has approved this Agreement  
and the Transaction.   
 
(b)	The Selling Stockholders have the right and power  
and all authority necessary to execute and deliver this  
Agreement and to perform fully their obligations hereunder. 
 
(c)	The Partnerships have all power and authority  
necessary to execute and deliver this Agreement and to  
perform each of their obligations hereunder, and the  
partners of each Partnership have, to the extent legally  
required, approved this Agreement and the Transaction.  
 
(d)	This Agreement has been duly executed and  
delivered by each Corporation and its Selling Stockholders  
and by each Partnership and its partners, and constitutes  
the valid and binding obligation of such Corporation, and  
its Selling Stockholders and of such Partnership and its  
partners, as the case may be, and is enforceable in  
accordance with its terms, except as enforceability thereof  
may be limited by applicable bankruptcy, reorganization,  
insolvency or other laws affecting creditors rights  
generally or by general principles of equity, regardless of  
whether such enforceability is considered in equity or at  
law or by public policies applicable to securities laws. 
 
(e)	Except as set forth on Schedule 3.5, the execution  
and delivery of this Agreement and the consummation of the  
Transaction will not conflict with or result in any  
violation of or default under (i) any provision of the  
charter or by-laws of any Corporation, (ii) the certificate  
of limited partnership or partnership agreement of any  
Partnership, (iii) any statute, regulation, order or decree  
of any federal, state, governmental body or regulatory  
authority or any license or permit applicable to any  
Corporation, Partnership or the Selling Stockholders, or  
(iv) any mortgage, indenture, lease, agreement, instrument  
or other obligation to which any Corporation, Partnership or  
the Selling Stockholders is a party.  No consent, approval,  
order or authorization of, or registration, declaration or  
filing with, any third party or governmental authority,  
except for FCC approvals and other approvals listed on  
Schedule 3.5, is required in connection with the execution  
and delivery of this Agreement or the consummation of the  
Transaction. 
 
3.6.  Financial Statements.  Attached hereto as Schedule 3.6  
are copies of the following financial statements, which  
statements are true and complete in all material respects and  
have been prepared in accordance with generally accepted  
accounting principles, consistently applied ("GAAP"), except to  
the extent stated in the notes thereto, throughout the periods  
indicated, and which statements fairly present the financial  
condition of the Corporations and Partnerships and each of their  
businesses, as of the respective dates thereof, and the results  
of their respective operations for the indicated periods (such  
financial statements being herein referred to as the "Financial  
Statements"): 
 
(a)	Financial Statements for each Corporation and each  
Partnership as at June 30, 1995 and for the three months  
then ended, consisting of a balance sheet and statements of  
earnings and retained income for the period then ended; and 
 
(b)	Financial Statements for each Corporation and each  
Partnership for the fiscal year ended December 31, 1994  
consisting of a balance sheet, statements of income and  
retained earnings and changes in financial position for the  
year then ended. 
 
Except to the extent reflected or reserved against in the  
balance sheet as of June 30, 1995 and included in the Financial  
Statements at such date or as set forth in Schedule 3.6, there  
are no material outstanding liabilities or obligations of the  
Corporation or the Partnerships of any nature. 
 
3.7.  Absence of Changes.  Since June 30, 1995, except as  
set forth on Schedule 3.7, the business of each Corporation and  
Partnership has been carried on in the ordinary course in  
substantially the same manner as prior to that date, and such  
Corporation or Partnership, as the case may be, has not: 
 
(a)	undergone any material adverse change in its  
condition (financial or otherwise), properties, assets,  
liabilities, business, operations or prospects; 
 
(b)	declared, set aside, made or paid any dividend or  
other distribution in respect of its capital stock or  
partnership interests or purchased or redeemed, directly or  
indirectly, any shares of its capital stock or partnership  
interests, other than cash dividends; 
 
(c)	issued or sold any shares of its capital stock of  
any class or partnership interests or any options, warrants,  
conversion or other rights to purchase any such shares or  
partnership interests or any securities convertible into or  
exchangeable for such shares or partnership interests; 
 
(d)	incurred any indebtedness for borrowed money or  
issued or sold any debt securities; 
 
(e)	mortgaged, pledged or subjected to any lien,  
lease, security interest or other charge or encumbrance any  
of its properties or assets, tangible or intangible; 
 
(f)	acquired or disposed of any assets or properties  
in any transaction with any officer, director, shareholder  
or employee of the Corporation or Partnership, or any  
relative by blood or marriage or any Affiliate or Associate  
as such terms are defined in Rule 405 promulgated under the  
Securities Act of 1933, as amended (the "Securities Act") of  
any of them, or acquired or disposed of any assets or  
properties, or entered into any commitment to do so; 
 
(g)	forgiven or cancelled any debts or claims, or  
waived any rights, except in the ordinary course of  
business; 
 
(h)	entered into any material transaction, other than  
in the ordinary course of business; 
 
(i)	suffered any material defects or unresolved  
technical problems or difficulties with the operation of any  
of the Systems operated by it; 
 
(j)	granted to any officer or salaried employee any  
increase in compensation in any form (including any increase  
in value of any benefits) in excess of the amount in effect  
as of June 30, 1995, or any severance or termination pay, or  
entered into any employment agreement with any officer or  
salaried employee; 
 
(k)	adopted or amended any bonus, profit sharing,  
compensation, stock option, pension, retirement, deferred  
compensation or other plan, agreement, trust, fund or  
arrangement for the benefit of employees; 
 
(l)	suffered any damage, destruction or loss (whether  
or not covered by insurance) that in any case, or in the  
aggregate, materially and adversely affects the condition  
(financial or otherwise), properties, assets, business or  
operations of the Corporation or Partnership; 
 
(m)	incurred any liability or obligation (whether  
absolute, accrued, contingent or otherwise) material, in any  
case, or in the aggregate, to the Partnership or  
Corporation;  
 
(n)	incurred or committed to incur any capital or  
other expenditures in excess of $100,000; 
 
(o)	hired any employee having an annual compensation  
in excess of $50,000; 
(p)	terminated or reassigned any officer having annual  
compensation in excess of $50,000 or, other than officers  
who are retiring in the ordinary course, has become aware of  
the intention of any officer to terminate his employment; 
 
(q)	discharged any material liability except in the  
usual and ordinary course of business; or 
 
(r)	paid or agreed to pay any bonus or fee to any  
employee in connection with the Transaction.  
 
3.8.  Taxes.  Except as set forth on Schedule 3.8, each  
Corporation and each Partnership makes the following  
representations: 
 
(a)	Each Corporation and each Partnership has filed  
all federal, state and local Tax Returns that are required  
to have been filed by it and has paid or reserved for, in  
accordance with GAAP on the Financial Statements through the  
date hereof, all Taxes that have become due pursuant  
thereto.  Except as set forth on Schedule 3.8(a), such  
Corporation or partner has not received any notice of  
deficiency or assessment of additional Taxes and is not a  
party to any action or proceeding by any Taxing Authority  
for assessment or collection of Taxes. 
 
(b)	Nexus.  All foreign, state and local jurisdictions  
where each Corporation and each Partnership has filed Tax  
Returns are set forth in Schedule 3.8(b).  No claim has ever  
been made by any Taxing Authority in any jurisdiction not  
set forth on Schedule 3.8(b) that a Corporation or  
Partnership is or may be subject to taxation by such  
jurisdiction. 
 
(c)	No Accounting Method Changes.  No Corporation or  
Partnership will be required, as a result of a change in  
method of accounting for Taxes for any pre-Closing Tax  
period, to include any adjustment under Section 481(c) of  
the Code in taxable income for any post-Closing period. 
 
(d)	No Section 341 Election.  No Corporation has, with  
regard to any assets held, acquired, or to be acquired by  
it, filed a consent to the application of Section 341(f)(2)  
of the Code to such property or assets. 
 
(e)	Parachute Payments.  No Corporation is a party to  
any agreement, contract or other arrangement that would  
result, separately or in the aggregate, in a Corporation  
being required to pay any "excess parachute payments" within  
the meaning of Section 280G of the Code. 
 
(f)	Definitions.  For purposes of this Agreement,  
"Tax" (and, with correlative meaning, "Taxes") means (i) any  
net income, alternative or add-on minimum tax, gross income,  
gross receipts, estimated, sales, use, ad valorem, personal  
property, franchise, profits, license, withholding, payroll,  
employment, social security, unemployment, disability,  
excise, severance, stamp, occupation, capital stock,  
transfer, registration, value added, premium, property or  
windfall profit tax, custom, import, license, duty or other  
tax, governmental fee or other like assessment or charge,  
together with any interest or any penalty, addition to tax  
or additional amount imposed by any governmental authority  
(a "Taxing Authority") responsible for the imposition of any  
such tax (federal, state and local, foreign or domestic) and  
(ii) liability for the payment of any amounts of the type  
described in (i) as a result of being a member of an  
affiliated, consolidated, combined or unitary group for any  
period during the pre-Closing period. 
 
For purposes of this Agreement, "Tax Return" means  
any return, declaration, report, claim for refund, or  
information return or statement relating to Taxes, including  
any schedule or attachment thereto, and including any  
amendment thereof. 
 
3.9.  Properties.  Except as set forth on Schedule 3.9 or  
for Site Rental Agreements listed in Schedule 3.13, the  
Corporations and Partnerships do not own or lease and have no  
interest in any real property.  Except as set forth on Schedule  
3.9 or in the Financial Statements, each Corporation and each  
Partnership has good and marketable title to all real and  
tangible personal property reflected in the June 30, 1995 balance  
sheet included in the Financial Statements, (except to the extent  
disposed of since such date in the ordinary course of business),  
and valid leasehold interests in all real properties leased by  
any of them, in each case free and clear of all mortgages, liens,  
encumbrances, easements or security interests except (a) liens  
for current taxes not due and payable, (b) liens, encumbrances,  
easements and security interests that do not materially detract  
from the value or interfere with the use by the Corporations or  
Partnerships of the properties affected thereby, (c) liens  
existing on June 30, 1995 and security interests reflected on the  
June 30, 1995 balance sheet included in the Financial Statements,  
and (d) purchase money security interests not exceeding $75,000  
in the aggregate incurred in the ordinary course of business  
after June 30, 1995. 
 
3.10.  Material Contracts.  Schedule 3.10 contains a list of  
all material agreements, contracts and commitments, written or  
oral, to which each Corporation or Partnership is a party or by  
which any of the assets or properties of such Corporation or  
Partnership is bound as of the date hereof, including the  
following: 
 
(a)	acquisition, merger, option or purchase agreements  
for the purchase of any assets, including any licenses for  
SMR channels or frequencies or stock of any business or  
entity; 
 
(b)	agreements for the management of any FCC licenses  
or frequencies; 
 
(c)	notes, loans, credit agreements, mortgages,  
indentures, security agreements and other agreements and  
instruments relating to the borrowing of money by or  
extension of credit to any Partnership or Corporation; 
(d)	employment and consulting agreements that  
individually involve annual compensation in excess of  
$50,000; 
 
(e)	bonus, profit sharing, compensation, stock option,  
pension, retirement, deferred compensation or other plans,  
agreements, trusts, funds or arrangements for the benefit of  
employees (whether or not legally binding); 
 
(f)	licenses of patent, trademark and other  
intellectual property rights; 
 
(g)	bonding agreements; and 
 
(h)	agreements or commitments for capital expenditures  
in excess of $100,000 for any single project. 
 
The Selling Stockholders have delivered to Pittencrieff  
complete and correct copies of all written agreements, contracts  
and commitments, together with all amendments thereto, and  
accurate descriptions of all oral agreements listed in Schedule  
3.10.  Such agreements, contracts and commitments are in full  
force and effect and, except as set forth in Schedule 3.10, all  
parties to such agreements, contracts and commitments have in all  
material respects performed all obligations required to be  
performed by them as of the date hereof and are not in default  
thereunder.  No agreement, contract or commitment to which any  
Corporation or Partnership is a party or by which it or its  
property is bound would have a material adverse effect on the  
business or operations of any Corporation or Partnership.   
 
3.11.  Assets of Corporations and Partnerships.  After  
giving effect to the acquisitions set forth on Schedule 3.11,  
taken together, the Corporations and Partnerships own or have  
adequate right to use pursuant to a management agreement, lease  
or otherwise all FCC and other licenses, properties and other  
assets necessary for the operation and ownership of the SMR  
systems operated by them or to be operated by them. 
 
3.12.  Employee Benefit Matters. 
 
(a)	Set forth in Schedule 3.12 is a true, complete and  
correct list of all "employee benefit plans" as defined in  
Section 3(3) of the Employee Retirement Income Security Act  
of 1974, as amended ("ERISA"), and all other employee  
profit-sharing, incentive, deferred compensation, welfare,  
pension, retirement, severance, group insurance and other  
employee benefit plans, arrangements, agreements and  
practices which relate to employee benefits which are  
currently maintained or contributed to by the Corporations  
and the Partnerships, or to which the Corporations and the  
Partnerships currently are obligated to contribute, relating  
to present or former employees, directors, officers,  
stockholders or consultants of the Corporations and the  
Partnerships (collectively, the "Seller Employee Plans").   
Except as set forth in Schedule 3.12, to the knowledge of  
the Selling Stockholders, there are no material liabilities,  
including fines and penalties, with respect to any plans,  
arrangements or practices of the type described in the  
preceding sentence previously maintained or contributed to  
by the Corporations and the Partnerships, or to which the  
Corporations or the Partnerships previously had an  
obligation to contribute. 
 
(b)	The Corporations and the Partnerships previously  
have delivered to Pittencrieff complete and correct copies  
of each of the Seller Employee Plans, including all  
amendments thereto, and any other documents or other  
instruments relating thereto reasonably requested by  
Pittencrieff. 
 
(c)	All the Seller Employee Plans are being, and have  
been, maintained, operated and administered in all material  
respects in accordance with their respective terms and in  
compliance with all applicable laws. 
 
(d)	Except as set forth in Schedule 3.12(d), the  
Corporations and the Partnerships have not within the past  
six years had an obligation to contribute to a "defined  
benefit plan" as defined in Section 3(35) of ERISA, a  
pension plan subject to the minimum funding standards of  
Section 302 of ERISA or Section 412 of the Internal Revenue  
Code of 1986, as amended (the "Code"), or a "multiemployer  
plan" as defined in Section 3(37) of ERISA or Section 414(f)  
of the Code or a "multiple employer plan" within the meaning  
of Section 210(a) of ERISA or Section 413(c) of the Code.   
None of the Seller Employee Plans are funded through a  
"welfare benefit fund" as defined in Section 419(e) of the  
Code.  Except as set forth in Schedule 3.12(d), no other  
trade or business is, or, at any time within the past six  
years, has been treated, together with the Corporations and  
the Partnerships, as a single employer under Section 414 of  
the Code or Section 4001 of ERISA.  The consummation of the  
Transaction will not constitute a "reportable event" under  
Section 4043 of ERISA or result in a "withdrawal" from a  
multiemployer plan under Section 4203 or 4205 of ERISA. 
 
(e)	Each Seller Employee Plan intended to be qualified  
under Section 401(a) of the Code has been determined by the  
Internal Revenue Service ("IRS") to be so qualified, or if  
not so qualified each such plan may still be amended within  
the remedial amendment period to cure any qualification  
defect to the extent permitted by applicable law, and each  
trust created thereunder which is intended to be exempt from  
federal income tax under the provisions of Section 501(a) of  
the Code has been determined by the IRS to be so exempt and  
no fact or event has occurred since the date of such  
determination by the IRS to adversely effect the qualified  
status of any Seller Employee Plan or the exempt status of  
any such trust. 
 
(f)	There have been no prohibited transactions or  
breaches of any of the duties imposed on "fiduciaries"  
(within the meaning of Section 3(21) of ERISA) by ERISA with  
respect to the Seller Employee Plans that could result in  
the Corporations or the Partnerships becoming liable  
directly or indirectly (by indemnification or otherwise) for  
any material excise tax, penalty or other liability under  
ERISA or the Code. 
 
(g)	Except as set forth in Schedule 3.12(g), there are  
no actions or claims pending or, to the knowledge of the  
Selling Stockholders, threatened, with respect to any Seller  
Employee Plan (other than routine claims for benefits), and  
there are no investigations or audits of any Seller Employee  
Plan by any governmental authority currently pending and  
there have been no such investigations or audits that have  
been concluded that resulted in any liability of the  
Corporations and the Partnerships that has not been fully  
discharged. 
 
(h)	All (i) insurance premiums required to be paid  
with respect to, (ii) benefits, expenses, and other amounts  
due and payable under, and (iii) contributions, transfers or  
payments required to be made to, any Seller Employee Plan  
have been made on or before their due date.  With respect to  
any insurance policy providing funding for benefits under  
any Seller Employee Plan, (x) there is no material liability  
of the Corporations or the Partnerships in the nature of a  
retroactive or retrospective rate adjustment, loss sharing  
arrangement, or other actual or contingent liability, nor  
would there be any such liability if such insurance policy  
was terminated on the date hereof, and (y) to the knowledge  
of the Selling Stockholders, no insurance company issuing  
any such policy is in receivership, conservatorship,  
liquidation or similar proceeding and no such proceedings  
with respect to any insurer are imminent. 
 
(i)	Schedule 3.12(i) contains a separate  
identification of each Seller Employee Plan that provides  
benefits, including, without limitation, death or medical  
benefits, beyond termination of employment or retirement  
other than (i) coverage mandated by law, (ii) death or  
retirement benefits under any qualified Seller Employee  
Plan, deferred compensation benefits fully reflected on the  
balance sheets at June 30, 1995 included in the Financial  
Statements or (iv) benefits, the full cost of which is borne  
by the employee (or the employee's beneficiary) (the "Post- 
Employment Benefits"); such balance sheets accurately  
reflect the liabilities relating to the Post-Employment  
Benefits. 
 
(j)	Except as set forth in Schedule 3.12(j), the  
execution, delivery and performance of this Agreement will  
not, solely in and of itself and without regard to any  
subsequent events, (i) constitute an event under any Seller  
Employee Plan that will result in any payment (whether of  
severance pay or otherwise) becoming due from the  
Corporations or the Partnerships to any present or former  
officer, employee, director, stockholder or consultant (or  
dependents), or (ii) accelerate the time of payment or  
vesting, or increase the amount, of compensation due to any  
present or former officer, employee, director, stockholder  
or consultant of the Corporations or the Partnerships. 
 
(k)	Except as set forth in Schedule 3.12(k), the  
Corporations and the Partnerships have not agreed or  
committed to make any amendments to any Seller Employee  
Plans not already embodied in the documents comprising the  
Seller Employee Plans, other than any amendments required by  
law. 
 
(l)	The Corporations and Partnerships have complied in  
all material respects with the provisions of COBRA with  
respect to any "group health plan" as defined in Section  
5000 (b)(i) of the Code maintained by any of them. 
 
3.13.  Site Rental Agreements.  Schedule 3.13 sets forth a  
list of all Site Rental Agreements relating to the Systems  
operated by the Corporations and Partnerships; such Site Rental  
Agreements constitute all of the leases necessary for the  
Corporations and Partnerships to operate the Systems as now  
operated by them or as proposed to be operated. 
 
3.14.  Insurance. Each Corporation and each Partnership  
maintains insurance covering such risks and in such amounts as  
set forth in Schedule 3.14. 
 
3.15.  Litigation.  Except as disclosed on Schedule 3.15,  
there are no judicial or administrative actions, claims, suits,  
proceedings or investigations pending or, to the knowledge of the  
Selling Stockholders, threatened, that might result in any  
material adverse change in the condition (financial or  
otherwise), properties, assets, business or operations of the  
Corporations or Partnerships that arise out of or in connection  
with the operation of the Systems operated by them or that  
question the validity of this Agreement or of any action to be  
taken pursuant to or in connection with the provisions of this  
Agreement.  There are no judgments, orders, decrees, citations,  
fines or penalties heretofore assessed against any of the  
Corporations or Partnerships relating to the Systems operated by  
them or any of the assets or properties of the Corporations or  
Partnerships related to or used in connection with the Systems  
operated by them. 
 
3.16.  FCC Regulatory Matters. 
 
(a)	Definitions.  For purposes of this Section 3.16, the  
following terms shall have the indicated meanings: 
 
"FCC License" shall mean any paging, mobile telephone,  
microwave, commercial mobile radio, private carrier, SMR or other  
license, permit, consent, certificate of compliance, franchise,  
approval or authorization granted or issued by the FCC,  
including, without limitation, any of the foregoing authorizing  
the acquisition, construction or operation of an SMR System,  
radio paging system or other radio communications system. 
 
"Seller Management Agreement" shall mean any management  
or other agreement (other than a loading, reseller or agent's  
agreement) pursuant to which any Corporation or Partnership  
agrees to manage or to perform other services (other than  
loading) with respect to SMR Licenses held by another person in  
exchange for either the right to receive a portion of the  
revenues derived from such SMR Licenses or the right to purchase  
such SMR Licenses, or any loading agreement pursuant to which any  
Corporation or Partnership is loading SMR Licenses held by  
another person in exchange for either the right to receive a  
portion of the revenues derived from such SMR Licenses in excess  
of 25% of the aggregate revenues derived from such SMR Licenses  
or the right to purchase such SMR Licenses. 
 
"SMR License" shall mean an FCC License authorizing the  
construction, ownership and operation of an SMR system in the 800  
or 900 MHz band issued pursuant to 47 CFR Part 90 of the Rules  
and Regulations of the FCC or any successor section. 
 
"SMR System" shall mean an SMR system licensed under 47  
CFR Part 90 of the Rules and Regulations of the FCC. 
 
"SMR Units" shall mean the number of mobile and control  
stations (within the meaning of 47 CFR Part 90 of the Rules and  
Regulations of the FCC) subscribing to SMR Systems licensed to or  
managed by any Corporation or Partnership, excluding, however,  
any such units which are subject to a Third-Party Management  
Agreement if the respective third party has a right to purchase  
the SMR Licenses which are subject to such Third-Party Management  
Agreement. 
 
"Third-Party Management Agreement" shall mean any  
management or other agreement (other than a loading agreement)  
pursuant to which a person (other than the Corporations and  
Partnerships) are managing SMR Licenses held by any Corporation  
or Partnership or any loading agreement pursuant to which a  
person (other than the Corporations and Partnerships) are loading  
SMR Licenses held by any Corporation or Partnership in exchange  
for the right to receive a portion of the revenues derived from  
such SMR Licenses in excess of 25% of the aggregate revenues  
derived from such SMR Licenses or the right to purchase such SMR  
Licenses. 
 
(b)	License Information.  Schedule 3.16 (the "Seller FCC  
Schedule") sets forth, as of the date hereof, a correct and  
complete list of the following information for each SMR License  
and other FCC License issued to or operated by the Corporations  
and the Partnerships: 
 
(i)	for all FCC Licenses (including all SMR Licenses),  
the name of the licensee, the name of the seller(s), the call  
sign, the transmitter location (by site coordinates and city),  
the type of service (e.g., paging, SMR, etc.), the frequency or  
frequencies authorized, the license renewal date and operating  
entity; 
 
(ii)	in the case of SMR Licenses, the number of  
channels (including conventional channels) authorized, the number  
of channels constructed, whether the SMR License is for a  
conventional or trunked SMR System and whether the SMR License is  
managed by the Corporations and the Partnerships pursuant to a  
Seller Management Agreement or by any other persons pursuant to a  
Third-Party Management Agreement; 
 
(iii)	each holder of any such FCC License that is  
neither wholly owned by the Corporations or Partnerships nor  
owned entirely by unaffiliated persons and managed by the  
Corporations or Partnerships; and 
 
(iv)	for all FCC Licenses (including SMR Licenses),  
whether such FCC Licenses are subject to rights of first refusal,  
options and other such rights or obligations in existence as of  
the date hereof, including, without limitation, entitlements to  
acquire additional ownership interests, which may affect the  
ownership interests of the Corporations or Partnerships. 
 
(c)	Condition of Systems.  All of the properties, equipment  
and Systems of the Corporations and Partnerships are, and to the  
knowledge of the Selling Stockholders all thereof to be acquired  
or added in connection with any contemplated System expansion or  
construction prior to the Closing will be, in good repair,  
working order and condition and are and except as set forth in  
the Seller FCC Schedule will be in material compliance with all  
standards or rules imposed by any governmental agency or  
authority (including, without limitation, the FCC and (if  
applicable), any public utilities commission or other state or  
local governments or instrumentalities) or as imposed under any  
agreements with customers. 
 
(d)	Fees; License Compliance. The Corporations and  
Partnerships have paid all franchise, license or other fees and  
charges which have become due in respect of their businesses and  
have made appropriate provision as is required by GAAP for any  
such fees and charges which have accrued.  Except as set forth in  
the Seller FCC Schedule, the Corporations or Partnerships have  
duly secured, as of the date hereof, all necessary permits,  
licenses, consents and authorizations from, and has filed all  
required registrations, applications, reports and other documents  
with, the FCC, and, if applicable, any public utilities  
commission and other entity exercising jurisdiction over the SMR  
businesses, radio paging businesses and other radio  
communications businesses of the Corporations and Partnerships or  
the construction or delivery of Systems therefor, as such  
businesses are currently conducted.  Except as set forth on the  
Seller FCC Schedule, the Corporations and Partnerships hold the  
FCC Licenses specified on the Seller FCC Schedule and, except as  
set forth on such Schedule, all such FCC Licenses are valid and  
in full force and effect without conditions except for such  
conditions as are stated in the FCC License or as are generally  
applicable to holders of FCC Licenses.  Except as set forth in  
the Seller FCC Schedule, to the knowledge of the Selling  
Stockholders, no event has occurred and is continuing which could  
(i) result in the revocation, termination or adverse modification  
of any FCC License listed on such Schedule or (ii) adversely  
affect any rights of the Corporation or Partnerships thereunder;  
except as set forth on such Schedule, the Corporations and  
Partnerships have no reason to believe and have no knowledge that  
the SMR Licenses specified on such Schedule will not be renewed  
in the ordinary course; and the Corporations and Partnerships  
have sufficient time, materials, equipment, contract rights and  
other required resources to complete, in a timely fashion and in  
full, construction of all their respective SMR Systems, radio  
paging and other radio communications systems listed on the  
Seller FCC Schedule in compliance with all applicable technical  
standards and construction requirements and deadlines.  Except as  
set forth in the Seller FCC Schedule, the current ownership and  
operation by the Corporations and Partnerships of the SMR  
Systems, radio paging and other radio communications systems  
comply with the Communications Act of 1934, as amended, and all  
applicable rules, regulations and policies of the FCC.  
 
(e)	Management Agreements.  Set forth in the Seller FCC  
Schedule is a complete and correct list of all Seller Management  
Agreements and Third-Party Management Agreements to which any  
Corporation or Partnership is a party that correctly identifies  
the manager under each such Agreement and the holder of the SMR  
Licenses which are the subject of each such Agreement, the  
transmitter locations (by address), and number of channels  
covered by such SMR Licenses, the term of such Agreements, any  
options or calls (and the respective option or call prices) in  
favor of any party to such Agreements to purchase or sell any  
interest in such SMR Licenses and the respective fees or revenues  
payable or receivable under any such Agreements.  To the  
knowledge of the Selling Stockholders, the terms of all such  
Seller Management Agreements and Third-Party Management  
Agreements and the operation of each SMR System pursuant thereto  
comply with the Communications Act of 1934, as amended, and all  
applicable rules, regulations and policies of the FCC.  Other  
than those channels identified as subject to Third-Party  
Management Agreements on the Seller FCC Schedule and except as  
set forth on the Seller FCC Schedule, none of the channels  
licensed to any Corporation or Partnership will be subject to a  
Third Party Management Agreement as of the Closing. 
 
(f)	Wide Area Applications.  The Selling Stockholders have  
delivered to Pittencrieff a true and correct copy of each Request  
for Rule Waiver or Extended Implementation and related Wide Area  
Specialized Mobile Radio application, as filed with the FCC, and  
all supplemental or related materials filed in connection  
therewith by or on behalf of any Corporation or Partnership, all  
materials submitted to the FCC or to the Corporations or  
Partnerships in connection therewith by any third party, and any  
written communications issued by the FCC or any FCC staff member  
in response to, or otherwise in connection with, any of the  
foregoing. 
 
3.17.  Brokers, Finders, etc.  Except as set forth on  
Schedule 3.17, all negotiations relating to this Agreement and  
the Transaction have been carried on without the intervention of  
any person acting on behalf of the Corporations, the Partnerships  
or the Selling Stockholders in such manner as to give rise to any  
valid claim against any of them for any brokerage or finder's  
commission, fee or similar compensation for bringing the Parties  
together or bringing about the Transaction. 
 
3.18.  Compensation.  Each of the Corporations and each of  
the Partnerships has delivered to Pittencrieff a true and  
complete list of all of its employees which list states the rate  
of compensation, the positions held by the employees listed and  
the duration of their employment. 
 
3.19.  Environmental and Other Matters.  Each Corporation  
and each Partnership and the business of each Corporation and  
each Partnership are not in violation of, or delinquent in  
respect to, any material decree, order or arbitration award of  
law, statute or regulation of or agreement with, or any material  
license or permit from, any federal, state or local governmental  
authority including, without limitation, laws, statutes and  
regulations relating to occupational health and safety, equal  
employment opportunities, fair employment practices, and sex,  
race, religious and age discrimination or the environment  
(including, without limitation, federal, state and local laws,  
statutes, rules and regulations and the common law relating to  
environmental matters and contamination of any type whatsoever,  
including, without limitation: (i) treatment, storage, disposal,  
generation and transportation of industrial, toxic or hazardous  
substances or solid or hazardous waste; (ii) air, water and noise  
pollution; (iii) groundwater 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; (vi)  
the protection of natural resources; (vii) storage tanks, vessels  
and related equipment; (viii) abandoned or discarded barrels,  
containers and other closed receptacles; (ix) health and safety  
of employees and other persons; and (x) otherwise relating to the  
manufacture, processing, use, distribution, treatment, storage,  
disposal, transportation, or handling of pollutants,  
contaminants, chemicals or industrial, toxic or hazardous  
substances or solid or hazardous waste (the "Environmental  
Laws")).  All notices and complaints that any Corporation or  
Partnership has received in the last three years of any violation  
of a type referred to in any portion of this Section 3.19 are set  
forth in Schedule 3.19.  No Corporation, Partnership or any  
Selling Stockholder has received notice of any violation of a  
type referred to in any portion of this Section 3.19 that has not  
been corrected.  Copies of each Corporation's and Partnership's  
last inspection reports from each applicable authority with  
respect to any law described in any portion of this Section 3.19  
and relating to the properties, assets, personnel or business  
activities of the business of the Corporation and Partnership are  
attached to Schedule 3.19.  Schedule 3.19 sets forth a complete  
list of all above-ground and underground storage tanks, vessels,  
and related equipment and containers that are subject to federal,  
state or local laws, statutes, rules or regulations, and sets  
forth their present contents, what the contents have been in the  
past, and what program of remediation, if any, is contemplated  
with respect thereto. 
 
3.20.  Disclosure.  This Agreement, including exhibits and  
schedules hereto, does not contain any untrue statement of a  
material fact or omit to state a material fact necessary in order  
to make the statements contained herein in the context in which  
they were made not misleading. 
 
4.  Representations and Warranties Regarding the System Sellers.   
Each System Seller jointly represents and warrants to  
Pittencrieff and New PCI as follows, except that representations  
and warranties relating to the San Diego Systems shall be made  
solely by AMI: 
 
4.1.  Entity Status.  Each System Seller has the necessary  
power and authority to carry on its business as and where now  
conducted, and to own or lease and to operate its properties and  
assets where such properties and assets are now owned, leased or  
operated by it and where such business is now conducted by it.   
To the extent applicable, each System Seller is in good standing  
in its state of incorporation and is qualified to do business and  
is in good standing in each jurisdiction in which the nature of  
its business or the property owned or leased by such System  
Seller make such qualification necessary, except where the  
failure to so qualify would not have a material adverse effect on  
its business, operations or financial condition.  To the extent  
applicable, each Such System Seller has delivered to Pittencrieff  
complete and correct copies of its charter and by-laws, each as  
amended and in effect on the date hereof. 
 
 .	4.2.  Authority for Agreement; No Violation. 
 
(a)	Each System Seller has necessary power and  
authority to execute and deliver this Agreement and to  
perform each of its obligations hereunder.  This Agreement  
and the transactions contemplated hereby have been approved  
by the Board of Directors of AMI and the partners of Trunked  
Mobile Radio Systems. 
 
(b)	This Agreement has been duly executed and  
delivered by each System Seller and constitutes the valid  
and binding obligation of such System Seller, and is  
enforceable in accordance with its terms, except as  
enforceability thereof may be limited by applicable  
bankruptcy, reorganization, insolvency or other laws  
affecting creditors, rights generally or by general  
principles of equity, regardless of whether such  
enforceability is considered in equity or at law or by  
public policies applicable to securities laws. 
 
(c)	Except as set forth on Schedule 4.2, the execution  
and delivery of this Agreement and the consummation of the  
Transaction will not conflict with or result in any  
violation of or default under (i) any provision of the  
charter or by-laws of any System Seller, (ii) any statute,  
regulation, order or decree of any federal, state,  
governmental body or regulatory authority or any license or  
permit applicable to any System Seller, or (iii) any  
mortgage, indenture, lease, agreement, instrument or other  
obligation to which any System Seller is a party.  Such  
execution, delivery and consummation will not accelerate the  
maturity of or otherwise modify the terms of any  
indebtedness related to the operation of the Purchased  
Systems or result in the creation of any lien on the  
Purchased Systems.  No consent, approval, order or  
authorization of, or registration, declaration or filing  
with, any third party or governmental authority, except for  
FCC approvals and other approvals listed on Schedule 4.2, is  
required in connection with the execution and delivery of  
this Agreement by each System Seller or the consummation of  
the Transaction.  
 
4.3.  Financial Statements.  Attached hereto as Schedule 4.3  
are copies of the following financial statements, which  
statements are true and complete in all material respects and  
have been prepared in accordance with GAAP, except to the extent  
stated in the notes thereto throughout the periods indicated, and  
which statements fairly present the financial condition of the  
System Sellers and each of the Purchased Systems, as of the  
respective dates thereof, and the results of their respective  
operations for the indicated periods (such financial statements  
being herein referred to as the "System Seller Financial  
Statements"); 
 
(a)	System Seller Financial Statements as at June 30,  
1995 and for the three months then ended, consisting of a  
balance sheet and statements of income and retained earnings  
for the period then ended; and  
 
(b)	System Seller Financial Statements for the fiscal  
year ended December 31, 1994, consisting of a balance sheet,  
statements of income and retained earnings and changes in  
financial position for the year then ended. 
 
Except as and to the extent reflected or reserved against in  
the balance sheet as of June 30, 1995 and included in the System  
Seller Financial Statements at such date, or as set forth on  
Schedule 4.3, there are no material outstanding liabilities or  
obligations of any nature of any System Seller that relate to the  
Purchased Systems. 
 
4.4.  Absence of Changes.  Since June 30, 1995, except as  
set forth on Schedule 4.4, the business of each System Seller as  
it relates to the Purchased Systems has been carried on in the  
ordinary course in substantially the same manner as prior to that  
date, and such System Seller has not, with respect to the  
Purchased Systems: 
 
(a)	undergone any material adverse change in its  
condition (financial or otherwise), properties, assets,  
liabilities, business, operations or prospects; 
 
(b)	declared, set aside, made or paid any dividend or  
other distribution in respect of its capital stock or  
purchased or redeemed, directly or indirectly, any shares of  
its capital stock; 
 
(c)	issued or sold any shares of its capital stock of  
any class or any options, warrants, conversion or other  
rights to purchase any such shares or any securities  
convertible into or exchangeable for such shares; 
 
(d)	incurred any indebtedness for borrowed money or  
issued or sold any debt securities; 
 
(e)	mortgaged, pledged or subjected to any lien,  
lease, security interest or other charge or encumbrance any  
of its properties or assets, tangible or intangible; 
 
(f)	acquired or disposed of any assets or properties  
in any transaction with any officer, director, shareholder  
or employee of the System Sellers, or any relative by blood  
or marriage or any Affiliate or Associate as such terms are  
defined in Rule 405 promulgated under the Securities Act of  
any of them, or acquired or disposed of any assets or  
properties, or entered into any commitment to do so;  
 
(g)	forgiven or cancelled any debts or claims, or  
waived any rights, except in the ordinary course of  
business; 
 
(h)	entered into any material transaction, other than  
in the ordinary course of business; 
 
(i)	suffered any material defects or unresolved  
technical problems or difficulties with the operation of any  
of the Purchased Systems; 
 
(j)	granted to any officer or salaried employee any  
increase in compensation in any form (including any increase  
in value of any benefits) in excess of the amount thereof in  
effect as of June 30, 1995, or any severance or termination  
pay, or entered into any employment agreement with any  
officer or salaried employee; 
 
(k)	adopted or amended any bonus, profit sharing,  
compensation, stock option, pension, retirement, deferred  
compensation or other plan, agreement, trust, fund or  
arrangement for the benefit of employees; 
 
(l)	suffered any damage, destruction or loss (whether  
or not covered by insurance) that in any case, or in the  
aggregate, materially and adversely affects the condition  
(financial or otherwise), properties, assets, business or  
operations of any System Seller; 
 
(m)	incurred any liability or obligation (whether  
absolute, accrued, contingent or otherwise) material, in any  
case, or in the aggregate, to any System Seller;  
 
(n)	incurred or committed to incur any capital or  
other expenditures in excess of $100,000; 
 
(o)	hired any employee having an annual compensation  
in excess of $50,000; 
 
(p)	terminated or reassigned any officer having annual  
compensation in excess of $50,000 or, other than officers  
who are retiring in the ordinary course, has become aware of  
the intention of any officer to terminate his or her  
employment; 
 
(q)	discharged any material liability except in the  
usual and ordinary course of business; or 
 
(r)	paid or agreed to pay any bonus or fee to any  
employee in connection with the Transaction. 
 
4.5.  Taxes.  Except as set forth on Schedule 4.5, each  
System Seller makes the following representation: 
 
(a)	Each System Seller has filed all federal, state  
and local Tax Returns that are required to have been filed  
by it and has paid or reserved for, in accordance with GAAP  
on the System Seller Financial Statements through the date  
hereof, all Taxes that have become due pursuant thereto.   
Except as set forth on Schedule 4.5(a), such System Seller  
has not received any notice of deficiency or assessment of  
additional Taxes and  is not a party to any action or  
proceeding by any Taxing Authority for assessment or  
collection of Taxes. 
 
(b)	Nexus.  All foreign, state and local jurisdictions  
where each System Seller has filed Tax Returns are set forth  
in Schedule 4.5(b).  No claim has ever been made by any  
Taxing Authority in any jurisdiction not set forth on  
Schedule 4.5(b) that a System Seller is or may be subject to  
taxation by such jurisdiction. 
 
4.6.  Properties.  Except as set forth on Schedule 4.6 or  
for Site Rental Agreements listed in Schedule 4.10, the System  
Sellers do not own or lease and have no interest in any real  
property that relates to the Purchased Systems.  Except as set  
forth in Schedule 4.6 or in the System Seller Financial  
Statements, each System Seller has good and marketable title to  
all real and tangible personal property reflected in the June 30,  
1995 balance sheet included in the System Seller Financial  
Statements (except to the extent disposed of since such date in  
the ordinary course of business), and valid leasehold interests  
in all real properties leased by it, in each case free and clear  
of all mortgages, liens, encumbrances, easements or security  
interests except (a) liens for current taxes not due and payable,  
(b) liens, encumbrances, easements and security interests that do  
not materially detract from the value or interfere with the use  
by the System Sellers of the properties affected thereby, (c)  
liens existing on June 30, 1995 and security interests reflected  
on the June 30, 1995 balance sheet included in the System Seller  
Financial Statements, and (d) purchase money security interests  
not exceeding $75,000 in the aggregate incurred in the ordinary  
course of business after June 30, 1995. 
 
4.7.  Material Contracts.  Schedule 4.7 contains a list of  
all material agreements, contracts and commitments, written or  
oral, to which each System Seller is a party or by which any of  
the assets or properties of each System Seller is bound as of the  
date hereof, as they relate to the Purchased Systems, including  
the following: 
 
(a)	acquisition, merger, option or purchase agreements  
for the purchase of any assets, including any FCC or other  
licenses for SMR channels or frequencies or stock of any  
business or entity; 
 
(b)	agreements for the management of any FCC licenses  
or frequencies; 
 
(c)	notes, loans, credit agreements, mortgages,  
indentures, security agreements and other agreements and  
instruments relating to the borrowing of money by or  
extension of credit to any System Seller; 
 
(d)	employment and consulting agreements that  
individually involve annual compensation in excess of  
$50,000; 
 
(e)	bonus, profit sharing, compensation, stock option,  
pension, retirement, deferred compensation or other plans,  
agreements, trusts, funds or arrangements for the benefit of  
employees; 
(f)	licenses of patent, trademark and other  
intellectual property rights; 
 
(g)	bonding agreements; and 
 
(h)	agreements or commitments for capital expenditures  
in excess of $100,000 for any single project. 
 
The System Sellers have delivered to Pittencrieff complete  
and correct copies of all written agreements, contracts and  
commitments, together with all amendments thereto, and accurate  
descriptions of all oral agreements listed in Schedule 4.7.  Such  
agreements, contracts and commitments are in full force and  
effect and, except as disclosed in Schedule 4.7, all parties to  
such agreements, contracts and commitments have in all material  
respects performed all obligations required to be performed by  
them as of the date hereof and are not in default thereunder.  No  
agreement, contract or commitment to which any System Seller is a  
party or by which it or its property is bound would have a  
material adverse effect on the business or operations of any  
System Seller. 
 
4.8.  Assets of System Sellers.  After giving effect to the  
acquisitions set forth on Schedule 4.8, taken together, the  
System Sellers own or have adequate right to use pursuant to a  
management agreement, lease or otherwise all FCC and other  
licenses, properties and other assets necessary for the operation  
and ownership of the Purchased Systems.  
 
4.9.  Employee Benefit Matters. 
 
(a)	Set forth in Schedule 4.9 is a true, complete and  
correct list of all "employee benefit plans" as defined in  
Section 3(3) of ERISA and all other employee profit-sharing,  
incentive, deferred compensation, welfare, pension,  
retirement, severance, group insurance and other employee  
benefit plans, arrangements, agreements and practices which  
relate to employee benefits which are currently maintained  
or contributed to by the System Sellers, or to which the  
System Sellers currently are obligated to contribute,  
relating to present or former employees, directors,  
officers, stockholders or consultants of the System Sellers  
(collectively, the "System Seller Employee Plans").  Except  
as set forth on Schedule 4.9, to the knowledge of the System  
Sellers, there are no material liabilities, including fines  
or penalties, with respect to any plans, arrangements or  
practices of the type described in the preceding sentence  
previously maintained or contributed to by the System  
Sellers, or to which the System Sellers previously had an  
obligation to contribute. 
 
(b)	The System Sellers previously have delivered to  
Pittencrieff true, complete and correct copies of each of  
the System Seller Employee Plans, including all amendments  
thereto, and any other documents or other instruments  
relating thereto reasonably requested by Pittencrieff. 
 
(c)	All the System Seller Employee Plans are being,  
and have been, maintained, operated and administered in all  
material respects in accordance with their respective terms  
and in compliance with all applicable laws. 
 
(d)	Except as set forth in Schedule 4.9(d), the System  
Sellers have not within the past six years had an obligation  
to contribute to a "defined benefit plan" as defined in  
Section 3(35) of ERISA, a pension plan subject to the  
minimum funding standards of Section 302 of ERISA or Section  
412 of the Code, or a "multiemployer plan" as defined in  
Section 3(37) of ERISA or Section 414(f) of the Code or a  
"multiple employer plan" within the meaning of Section  
210(a) of ERISA or Section 413(c) of the Code.  None of the  
System Seller Employee Plans are funded through a "welfare  
benefit fund" as defined in Section 419(e) of the Code.   
Except as set forth in Schedule 4.9(d), no other trade or  
business is, or, at any time within the past six years, has  
been treated, together with the System Sellers, as a single  
employer under Section 414 of the Code or Section 4001 of  
ERISA.  The consummation of the Transaction will not  
constitute a "reportable event" under Section 4043 of ERISA  
or result in a "withdrawal" from a multiemployer plan under  
Section 4203 or 4205 of ERISA. 
 
(e)	Each System Seller Employee Plan intended to be  
qualified under Section 401(a) of the Code has been  
determined by the IRS to be so qualified, or if not so  
qualified each such plan may still be amended within the  
remedial amendment period to cure any qualification defect  
to the extent permitted by applicable law, and each trust  
created thereunder which is intended to be exempt from  
federal income tax under the provisions of Section 501(a) of  
the Code has been determined by the IRS to be so exempt and  
no fact or event has occurred since the date of such  
determination by the IRS to adversely effect the qualified  
status of any System Seller Employee Plan or the exempt  
status of any such trust. 
 
(f)	There have been no prohibited transactions or  
breaches of any of the duties imposed on "fiduciaries"  
(within the meaning of Section 3(21) of ERISA) by ERISA with  
respect to the System Seller Employee Plans that could  
result in the System Sellers becoming liable directly or  
indirectly (by indemnification or otherwise) for any  
material excise tax, penalty or other liability under ERISA  
or the Code. 
 
(g)	Except as set forth in Schedule 4.9(g), there are  
no actions or claims pending or, to the knowledge of the  
System Sellers, threatened, with respect to any System  
Seller Employee Plan (other than routine claims for  
benefits), and there are no investigations or audits of any  
System Seller Employee Plan by any governmental authority  
currently pending and there have been no such investigations  
or audits that have been concluded that resulted in any  
liability of the System Sellers that has not been fully  
discharged. 
 
(h)	All (i) insurance premiums required to be paid  
with respect to, (ii) benefits, expenses, and other amounts  
due and payable under, and (iii) contributions, transfers or  
payments required to be made to, any System Seller Employee  
Plan have been made on or before their due date.  With  
respect to any insurance policy providing funding for  
benefits under any System Seller Employee Plan, (x) there is  
no material liability of the System Sellers in the nature of  
a retroactive or retrospective rate adjustment, loss sharing  
arrangement, or other actual or contingent liability, nor  
would there be any such liability if such insurance policy  
was terminated on the date hereof, and (y) to the knowledge  
of the System Sellers, no insurance company issuing any such  
policy is in receivership, conservatorship, liquidation or  
similar proceeding and no such proceedings with respect to  
any insurer are imminent. 
 
(i)	Schedule 4.9(i) contains a separate identification  
of each System Seller Employee Plan that provides benefits,  
including, without limitation, death or medical benefits,  
beyond termination of employment or retirement other than  
(i) coverage mandated by law, (ii) death or retirement  
benefits under any qualified System Seller Employee Plan,  
(iii) deferred compensation benefits fully reflected on the  
balance sheets at June 30, 1995 included in the System  
Sellers Financial Statements or (iv) benefits, the full cost  
of which are borne by the employee (or the employee's  
beneficiary) (the "Post-Employment Benefits"); such balance  
sheets accurately reflect the liabilities relating to the  
Post-Employment Benefits. 
 
(j)	Except as set forth in Schedule 4.9(j), the  
execution, delivery and performance of this Agreement will  
not, solely in and of itself and without regard to any  
subsequent events, (i) constitute an event under any System  
Seller Employee Plan that will result in any payment  
(whether of severance pay or otherwise) becoming due from  
the System Sellers to any present or former officer,  
employee, director, stockholder or consultant (or  
dependents), or (ii) accelerate the time of payment or  
vesting, or increase the amount, of compensation due to any  
present or former officer, employee, director, stockholder  
or consultant of the System Sellers. 
 
(k)	Except as set forth in Schedule 4.9(k), the System  
Sellers have not agreed or committed to make any amendments  
to any System Seller Employee Plans not already embodied in  
the documents comprising the System Seller Employee Plan,  
other than any amendments required by law. 
 
(l)	The System Sellers have complied in all material  
respects with the provisions of COBRA with respect to any  
"group health plan" as described in Section 5000(b)(i) of  
the Code maintained by any of them. 
 
4.10.  Site Rental Agreements.  Schedule 4.10 hereto sets  
forth a list of all Site Rental Agreements relating to the  
Purchased Systems; such Site Rental Agreements constitute all of  
the leases necessary for the System Sellers to operate the  
Purchased Systems. 
 
4.11.  Insurance. Each Corporation and each Partnership  
maintains insurance relating to the Purchased Systems covering  
such risks and in such amounts as set forth in Schedule 4.11. 
4.12.  Litigation.  Except as disclosed on Schedule 4.12,  
there are no judicial or administrative actions, claims, suits,  
proceedings or investigations pending or, to the knowledge of the  
System Sellers, threatened, that might result in any material  
adverse change in the condition (financial or otherwise),  
properties, assets, business or operations of the System Sellers  
that arise out of or in connection with the operation of the  
Purchased Systems or that question the validity of this Agreement  
or of any action to be taken pursuant to or in connection with  
the provisions of this Agreement.  There are no judgments,  
orders, decrees, citations, fines or penalties heretofore  
assessed against any of the System Sellers relating to the  
Purchased Systems or any of the assets or properties of the  
System Sellers related to or used in connection with the  
Purchased Systems. 
 
4.13.  FCC Regulatory Matters. 
 
(a)	Definitions.  For purposes of this Section 4.13, the  
following terms shall have the indicated meanings: 
 
"FCC License" shall mean any paging, mobile telephone,  
microwave, commercial mobile radio, private carrier, SMR or other  
license, permit, consent, certificate of compliance, franchise,  
approval or authorization granted or issued by the FCC,  
including, without limitation, any of the foregoing authorizing  
the acquisition, construction or operation of an SMR System,  
radio paging system or other radio communications system. 
 
"System Seller Management Agreement" shall mean any  
management or other agreement (other than a loading, reseller or  
agent's agreement) pursuant to which any System Seller agrees to  
manage or to perform other services (other than loading) with  
respect to SMR Licenses held by another person in exchange for  
either the right to receive a portion of the revenues derived  
from such SMR Licenses or the right to purchase such SMR  
Licenses, or any loading agreement pursuant to which any System  
Seller is loading SMR Licenses held by another person in exchange  
for either the right to receive a portion of the revenues derived  
from such SMR Licenses in excess of 25% of the aggregate revenues  
derived from such SMR Licenses or the right to purchase such SMR  
Licenses. 
 
"SMR License" shall mean an FCC License authorizing the  
construction, ownership and operation of an SMR system in the 800  
or 900 MHz band issued pursuant to 47 CFR Part 90 of the Rules  
and Regulations of the FCC. 
 
"SMR System" shall mean an SMR system licensed under 47  
CFR Part 90 of the Rules and Regulations of the FCC or any  
successor section. 
 
"SMR Units" shall mean the number of mobile and control  
stations (within the meaning of 47 CFR Part 90 of the Rules and  
Regulations of the FCC) subscribing to SMR Systems licensed to or  
managed by the System Sellers, excluding, however, any such units  
which are subject to a Third-Party Management Agreement if the  
respective third party has a right to purchase the SMR Licenses  
which are subject to such Third-Party Management Agreement. 
 
"Third-Party Management Agreement" shall mean any  
management or other agreement (other than a loading agreement)  
pursuant to which a person (other than the System Sellers), is  
managing SMR Licenses held by the System Sellers or any loading  
agreement pursuant to which a person (other than the System  
Sellers), is loading SMR Licenses held by the System Seller in  
exchange for the right to receive a portion of the revenues  
derived from such SMR Licenses in excess of 25% of the aggregate  
revenues derived from such SMR Licenses or the right to purchase  
such SMR Licenses. 
 
(b)	License Information. Schedule 4.13(b) (the "System  
Seller FCC Schedule") sets forth, as of the date hereof, a  
correct and complete list of the following information for each  
SMR License and other FCC License issued to or operated by the  
System Seller: 
 
(i)	for all FCC Licenses (including all SMR Licenses),  
the name of the licensee, the name of the seller(s), the call  
sign, the transmitter location (by site coordinates and city),  
the type of service (e.g., paging, SMR, etc.), the frequency or  
frequencies authorized, the license renewal date and operating  
entity; 
 
(ii)	in the case of SMR Licenses, the number of  
channels (including conventional channels) authorized, the number  
of channels constructed whether the SMR License is for a  
conventional or trunked SMR System and whether the SMR License is  
managed by the System Sellers pursuant to the System Seller  
Management Agreement or by any other persons pursuant to a Third- 
Party Management Agreement; 
 
(iii)	each holder of any such FCC License that is  
neither wholly owned by the System Sellers nor owned entirely by  
unaffiliated persons and managed by the System Sellers; and 
 
(iv)	for all FCC Licenses (including SMR Licenses),  
whether such FCC Licenses are subject to rights of first refusal,  
options and other such rights or obligations in existence as of  
the date hereof, including, without limitation, entitlements to  
acquire additional ownership interests, which may affect the  
ownership interests of the System Sellers. 
 
(c)	Condition of Systems.  All of the properties, equipment  
and systems of the System Sellers are, and to the knowledge of  
the System Sellers, all thereof to be acquired or added in  
connection with any contemplated System expansion or construction  
prior to the Closing will be, in good repair, working order and  
condition and are and except as set forth in the System Seller  
FCC Schedule will be in material compliance with all standards or  
rules imposed by any governmental agency or authority (including,  
without limitation, the FCC and (if applicable), any public  
utilities commission or other state or local governments or  
instrumentalities) or as imposed under any agreements with  
customers. 
 
(d)	Fees; License Compliance. Each System Seller has paid  
all franchise, license or other fees and charges which have  
become due in respect of its business and has made appropriate  
provision as is required by GAAP for any such fees and charges  
which have accrued.  Except as set forth in the System Seller FCC  
Schedule, each System Seller has duly secured, as of the date  
hereof, all necessary permits, licenses, consents and  
authorizations from, and has filed all required registrations,  
applications, reports and other documents with, the FCC, and, if  
applicable, any public utilities commission and other entity  
exercising jurisdiction over the SMR businesses, radio paging  
businesses and other radio communications businesses of the  
System Sellers or the construction or delivery of Systems  
therefor, as such businesses are currently conducted.  Except as  
set forth on the System Seller FCC Schedule, each System Seller  
holds the FCC Licenses specified on the System Seller FCC  
Schedule and, except as set forth on such Schedule, all such FCC  
Licenses are valid and in full force and effect without  
conditions except for such conditions as are stated in the FCC  
License or as are generally applicable to holders of FCC  
Licenses.  Except as set forth in the System Seller FCC Schedule,  
to the knowledge the System Sellers, no event has occurred and is  
continuing which could (i) result in the revocation, termination  
or adverse modification of any FCC License listed on such  
Schedule or (ii) adversely affect any rights of the Assets  
Sellers thereunder; except as set forth on such Schedule, the  
Assets Sellers have no reason to believe and have no knowledge  
that the SMR Licenses specified on such Schedule will not be  
renewed in the ordinary course; and each System Seller has  
sufficient time, materials, equipment, contract rights and other  
required resources to complete, in a timely fashion and in full,  
construction of all its respective SMR Systems, radio paging and  
other radio communications systems listed on the System Seller  
FCC Schedule in compliance with all applicable technical  
standards and construction requirements and deadlines.  Except as  
set forth in the System Seller FCC Schedule, the current  
ownership and operation by the System Sellers of the SMR Systems,  
radio paging and other radio communications systems comply with  
the Communications Act of 1934, as amended, and all applicable  
rules, regulations and policies of the FCC.  
 
(e)	Management Agreements.  Set forth in the System Seller  
FCC Schedule is a complete and correct list of all System Sellers  
Management Agreements and Third-Party Management Agreements to  
which any System Seller is a party that correctly identifies the  
manager under each such Agreement and the holder of the SMR  
Licenses which are the subject of such Agreements, the  
transmitter locations (by address), and number of channels  
covered by such SMR Licenses, the term of such Agreements, any  
options or calls (and the respective option or call prices) in  
favor of any party to such Agreements to purchase or sell any  
interest in such SMR Licenses and the respective fees or revenues  
payable or receivable under any such Agreements.  To the  
knowledge of the System Sellers, the terms of all such System  
Seller Management Agreements and Third-Party Management  
Agreements and the operation of each SMR System pursuant thereto  
comply with the Communications Act of 1934, as amended, and all  
applicable rules, regulations and policies of the FCC.  Other  
than those channels identified as subject to Third-Party  
Management Agreements on the System Seller FCC Schedule, none of  
the channels licensed to the System Sellers will be subject to a  
Third Party Management Agreement as of the Closing. 
 
(f)	Wide Area Applications.  The System Sellers have  
delivered to Pittencrieff a true and correct copy of each Request  
for Rule Waiver or Extended Implementation and related Wide Area  
Specialized Mobile Radio application, as filed with the FCC, and  
all supplemental or related materials filed in connection  
therewith by or on behalf of the System Sellers, all materials  
submitted to the FCC or to the System Sellers in connection  
therewith by any third party, and any written communications  
issued by the FCC or any FCC staff member in response to, or  
otherwise in connection with, any of the foregoing. 
 
4.14.  Brokers, Finders, etc.  Except as set forth on  
Schedule 4.14, All negotiations relating to this Agreement and  
the Transaction have been carried on without the intervention of  
any person acting on behalf of the System Sellers in such manner  
as to give rise to any valid claim against any of them for any  
brokerage or finder's commission, fee or similar compensation for  
bringing the Parties together or bringing about the Transaction. 
 
4.15.  Compensation.  Each of the System Sellers has  
delivered to Pittencrieff a true and complete list of all of its  
employees which list states the rate of compensation, the  
positions held by the employees listed and the duration of their  
employment. 
 
4.16.  Environmental and Other Matters.  Each System Seller  
and the business operations of each System Seller are not in  
violation of, or delinquent in respect to, any material decree,  
order or arbitration award of law, statute, or regulation of or  
agreement with, or any material license or permit from, any  
federal, state or local governmental authority including, without  
limitation, laws, statutes and regulations relating to  
occupational health and safety, equal employment opportunities,  
fair employment practices, and sex, race, religious and age  
discrimination or Environmental Laws.  All notices and complaints  
that any System Seller has received in the last three (3) years  
of any violation of a type referred to in any portion of this  
Section 4.16 are set forth in Schedule 4.16.  No System Seller  
has received notice of any violation of a type referred to in any  
portion of this Section 4.16 that has not been corrected.  Copies  
of each System Seller's last inspection reports from each  
applicable authority with respect to any law described in any  
portion of this Section 4.16 and relating to the properties,  
assets, personnel or business activities of the business of each  
System Seller are attached to Schedule 4.16.  Schedule 4.16 sets  
forth a complete list of all above-ground and underground storage  
tanks, vessels, and related equipment and containers that are  
subject to federal, state or local laws, statutes, rules or  
regulations, and sets forth their present contents, what the  
contents have been at any time in the past, and what program of  
remediation, if any, is contemplated with respect thereto. 
 
4.17.  Disclosure.  This Agreement, including exhibits and  
schedules hereto, does not contain any untrue statement of a  
material fact or omit to state a material fact necessary in order  
to make the statements contained herein in the context in which  
they were made not misleading. 
 
4A.  Representations and Warranties of the Note Seller.  The Note  
Seller represents and warrants to Pittencrieff and New PCI as  
follows: 
 
4A.1.  Authority for Agreement; No Violation. 
 
(a)	The Note Seller has the necessary power and  
authority to execute and deliver this Agreement and to  
perform his obligations hereunder.   
 
(b)	This Agreement has been duly executed and  
delivered by the Note Seller and constitutes the valid and  
binding obligation of the Note Seller, and is enforceable in  
accordance with its terms, except as enforceability thereof  
may be limited by applicable bankruptcy, reorganization,  
insolvency or other laws affecting creditors, rights  
generally or by general principles of equity, regardless of  
whether such enforceability is considered in equity or at  
law or by public policies applicable to securities laws. 
 
(c)	The execution and delivery of this Agreement and  
the consummation of the Transaction will not conflict with  
or result in any violation of or default under (i) any  
statute, regulation, order or decree of any federal, state,  
governmental body or regulatory authority or any license or  
permit applicable to the Note Seller, or (ii) any mortgage,  
indenture, lease, agreement, instrument or other obligation  
to which the Note Seller is a party.  Such execution,  
delivery and consummation will not accelerate the maturity  
of or otherwise modify the terms of any indebtedness of the  
Note Seller or result in the creation of any lien on the  
Bayou Note.  No consent, approval, order or authorization  
of, or registration, declaration or filing with, any third  
party or governmental authority is required in connection  
with the execution and delivery of this Agreement by the  
Note Seller or the consummation of the Transaction by him. 
 
4A.2.  Title.  The Bayou Note is owned by the Note Seller  
free and clear of all pledges, liens and other encumbrances. 
 
5.  Representations and Warranties Regarding Pittencrieff and the  
Pittencrieff Subsidiaries.  Pittencrieff represents and warrants  
to the Sellers as follows: 
 
5.1.  Entity Status.  Pittencrieff is a corporation duly  
organized, validly existing and in good standing under the laws  
of its state of incorporation and has the corporate power and  
authority to carry on its business as and where now conducted,  
and to own or lease and to operate its properties and assets  
where such properties and assets are now owned, leased or  
operated by it and where such business is now conducted by it.   
Pittencrieff is qualified to do business and is in good standing  
in each jurisdiction in which the nature of its business or the  
property owned or leased by it makes such qualification  
necessary, except where the failure to so qualify would not have  
a material adverse effect on its business, operations or  
financial condition.  Pittencrieff has delivered to AMI complete  
and correct copies of its charter and by-laws, as amended and in  
effect on the date hereof. 
 
5.2.  Pittencrieff Subsidiaries and Affiliates.  All of  
Pittencrieff's subsidiaries (individually, a "Pittencrieff  
Subsidiary" and collectively, the "Pittencrieff Subsidiaries")  
are listed in Schedule 5.2, and, except as set forth in Schedule  
5.2, Pittencrieff is the record and beneficial owner of all of  
the outstanding capital stock of each of the Pittencrieff  
Subsidiaries, and holds such capital stock free and clear of all  
options, mortgages, liens, charges, encumbrances, pledges or  
security interests of any kind.  There are no agreements  
restricting the transfer of, or affecting the rights of  
Pittencrieff in the capital stock of, the Pittencrieff  
Subsidiaries.  Except as set forth on Schedule 5.2, Pittencrieff  
does not own, directly or indirectly, any shares of capital stock  
or other equity interest in any corporation, partnership,  
association or other entity or business enterprise.  Each of the  
Pittencrieff Subsidiaries is a corporation duly organized,  
validly existing and in good standing under the laws of its state  
or country of incorporation, has the corporate power and  
authority to carry on its business as now conducted and to own or  
lease and operate its properties where such business is now  
conducted and such properties are now owned, leased or operated,  
and is qualified to do business and is in good standing in each  
jurisdiction in which the nature of its business or the property  
owned or leased by it make such qualification necessary, except  
where the failure to be so qualified would not have a material  
adverse effect on the business, properties or assets of  
Pittencrieff and the Pittencrieff Subsidiaries, taken as a whole. 
 
5.3.  Capitalization.  The authorized capital stock of  
Pittencrieff consists of the number of shares of Pittencrieff  
Common Stock and other classes of stock set forth on Schedule  
5.3.  Schedule 5.3 also lists the total number of shares of  
capital stock of Pittencrieff which are issued and outstanding on  
the date hereof.  All of the shares of stock of Pittencrieff that  
are issued and outstanding are duly authorized and are validly  
issued, fully paid and non-assessable and have been issued in  
compliance with federal and state securities laws.  Except as set  
forth on Schedule 5.3, no shares of Pittencrieff's capital stock  
are held in its treasury.  Except as set forth on Schedule 5.3:   
(i) there are no agreements restricting the transfer of, or  
affecting the rights of any holder of, any shares of  
Pittencrieff's capital stock, (ii) there are no preemptive rights  
on the part of any holder of any class of securities of  
Pittencrieff, and (iii) there are no options, warrants,  
conversion or other rights, agreements or commitments obligating  
Pittencrieff to issue or sell any shares of its capital stock of  
any class or any securities convertible into or exchangeable for  
any such shares, and no authorization therefor has been given. 
 
5.4.  Authority for Agreement; No Violation. 
 
(a)	Pittencrieff has all necessary power and authority  
to execute and deliver this Agreement and to perform its  
obligations hereunder, and the board of directors of  
Pittencrieff has approved this Agreement and the  
Transaction. 
 
(b)	This Agreement has been duly executed and  
delivered by Pittencrieff and constitutes the valid and  
binding obligation of Pittencrieff and is enforceable in  
accordance with its terms, except as enforceability thereof  
may be limited by applicable bankruptcy, reorganization,  
insolvency or other laws affecting creditors rights  
generally or by general principles of equity, regardless of  
whether such enforceability is considered in equity or at  
law or by public policies applicable to securities laws. 
 
(c)	Except as set forth on Schedule 5.4, the execution  
and delivery of this Agreement and the consummation of the  
Transaction will not conflict with or result in any  
violation of or default under (i) any provision of the  
charter or by-laws of Pittencrieff, (ii) any statute,  
regulation, order or decree of any federal, state,  
governmental body or regulatory authority or any license or  
permit applicable to Pittencrieff, or (iii) any mortgage,  
indenture, note, lease, agreement, instrument or other  
obligation to which Pittencrieff is a party.  No consent,  
approval, order or authorization of, or registration,  
declaration or filing with, any third party or governmental  
authority, except for FCC approvals and other approvals  
listed on Schedule 5.4, is required in connection with the  
execution and delivery of this Agreement or the consummation  
of the Transaction and the Merger. 
 
5.5.  Absence of Changes.  Since June 30, 1995, except as  
set forth on Schedule 5.5, the business of each of Pittencrieff  
and the Pittencrieff Subsidiaries has been carried on in the  
ordinary course in substantially the same manner as prior to that  
date, and neither of Pittencrieff nor any Pittencrieff  
Subsidiary, as the case may be, has: 
 
(a)	undergone any material adverse change in its  
condition (financial or otherwise), properties, assets,  
liabilities, business, operations or prospects; 
 
(b)	declared, set aside, made or paid any dividend or  
other distribution in respect of its capital stock or  
purchased or redeemed, directly or indirectly, any shares of  
its capital stock; 
 
(c)	issued or sold any shares of its capital stock of  
any class or any options, warrants, conversion or other  
rights to purchase any such shares or any securities  
convertible into or exchangeable for such shares; 
 
(d)	incurred any indebtedness for borrowed money or  
issued or sold any debt securities; 
 
(e)	mortgaged, pledged or subjected to any lien,  
lease, security interest or other charge or encumbrance any  
of its properties or assets, tangible or intangible; 
 
(f)	acquired or disposed or any assets or properties  
in any transaction with any officer, director, shareholder  
or employee of Pittencrieff or any Pittencrieff Subsidiary,  
or any relative by blood or marriage or any Affiliate or  
Associate as such terms are defined in Rule 405 promulgated  
under the Securities Act of any of them, or acquired or  
disposed of any assets or properties, or entered into any  
commitment to do so;  
 
(g)	forgiven or cancelled any debts or claims, or  
waived any rights, except in the ordinary course of  
business; 
 
(h)	entered into any material transaction, other than  
in the ordinary course of business; 
 
(i)	suffered any material defects or unresolved  
technical problems or difficulties with the operation of any  
of the SMR systems operated by any of them; 
 
(j)	granted to any officer or salaried employee any  
increase in compensation in any form (including any increase  
in value of any benefits) in excess of the amount thereof in  
effect as of June 30, 1995, or any severance or termination  
pay, or entered into any employment agreement with any  
officer or salaried employee; 
 
(k)	adopted or amended any bonus, profit sharing,  
compensation, stock option, pension, retirement, deferred  
compensation or other plan, agreement, trust, fund or  
arrangement for the benefit of employees; 
 
(l)	suffered any damage, destruction or loss (whether  
or not covered by insurance) that in any case, or in the  
aggregate, materially and adversely affects the condition  
(financial or otherwise), properties, assets, business or  
operations of Pittencrieff or the Pittencrieff Subsidiaries; 
 
(m)	incurred any liability or obligation (whether  
absolute, accrued, contingent or otherwise) material, in any  
case, or in the aggregate, to Pittencrieff or any  
Pittencrieff Subsidiary; 
 
(n)	incurred or committed to incur any capital or  
other expenditures in excess of $100,000; 
 
(o)	hired any employee having an annual compensation  
in excess of $50,000; 
 
(p)	terminated or reassigned any officer having annual  
compensation in excess of $50,000 or, other than officers  
who are retiring in the ordinary course, has become aware of  
the intention of any officer to terminate his employment; 
 
(q)	discharged any material liability except in the  
usual and ordinary course of business; or 
 
(r)	paid or agreed to pay any bonus or fee to any  
employee in connection with the Transaction.  
 
5.6.  Taxes.  Except as set forth on Schedule 5.6, each of  
Pittencrieff and the Pittencrieff Subsidiaries makes the  
following representations: 
 
(a)	Each of Pittencrieff and the Pittencrieff  
Subsidiaries has filed all federal, state and local Tax  
Returns that are required to have been filed by it and has  
paid or reserved for, in accordance with GAAP on the  
Pittencrieff Financial Statements (as hereinafter defined)  
through the date hereof, all Taxes that have become due  
pursuant thereto.  Except as set forth on Schedule 5.6(a),  
neither Pittencrieff nor any Pittencrieff Subsidiary has  
received any notice of deficiency or assessment of  
additional Taxes or is a party to any action or proceeding  
by any Taxing Authority for assessment or collection of  
Taxes. 
 
(b)	Nexus.  All foreign, state and local jurisdictions  
where Pittencrieff and each Pittencrieff Subsidiary has  
filed Tax Returns are set forth in Schedule 5.6(b).  No  
claim has ever been made by any Taxing Authority in any  
jurisdiction not set forth on Schedule 5.6(b) that  
Pittencrieff or a Pittencrieff Subsidiary is or may be  
subject to taxation by such jurisdiction. 
 
(c)	No Accounting Method Changes.  Neither  
Pittencrieff nor any Pittencrieff Subsidiary will be  
required, as a result of a change in a method of accounting  
for Taxes for any pre-Closing Tax period, to include any  
adjustment under Section 481(c) of the Code in taxable  
income for any post-Closing period. 
 
(d)	No Section 341 Election.  Neither Pittencrieff nor  
any Pittencrieff Subsidiary has, with regard to any assets  
held, acquired, or to be acquired by it, filed a consent to  
the application of Section 341(f)(2) of the Code to such  
property or assets. 
 
(e)	Parachute Payments.  Neither Pittencrieff nor any  
Pittencrieff Subsidiary is a party to any agreement,  
contract or other arrangement that would result, separately  
or in the aggregate, in Pittencrieff or any Pittencrieff  
Subsidiary being required to pay any "excess parachute  
payments" within the meaning of Section 280G of the Code. 
 
5.7.  Properties.  Except as set forth on Schedule 5.7,  
neither Pittencrieff nor any Pittencrieff Subsidiary owns or  
leases or has any interest in any real property.  Except as set  
forth in Schedule 5.7 or in the Pittencrieff Financial  
Statements, each of Pittencrieff and the Pittencrieff  
Subsidiaries has good and marketable title to all real and  
tangible personal property reflected in the June 30, 1995 balance  
sheet included in the Pittencrieff Financial Statements, (except  
to the extent disposed of since such date in the ordinary course  
of business), and valid leasehold interests in all real  
properties leased by any of them, in each case free and clear of  
all mortgages, liens, encumbrances, easements or security  
interests except (a) liens for current taxes not due and payable,  
(b) liens, encumbrances, easements and security interests that do  
not materially detract from the value or interfere with the use  
by each of Pittencrieff and the Pittencrieff Subsidiaries of the  
properties affected thereby, (c) liens existing on June 30, 1995  
and security interests reflected on the June 30, 1995 balance  
sheet included in the Pittencrieff Financial Statements, and (d)  
purchase money security interests not exceeding $75,000 in the  
aggregate incurred in the ordinary course of business after June  
30, 1995. 
 
5.8.  Material Contracts.  Schedule 5.8 contains a list of  
all material agreements, contracts and commitments, written or  
oral, to which Pittencrieff or any Pittencrieff Subsidiary is a  
party or by which any of the assets or properties of Pittencrieff  
or any Pittencrieff Subsidiary is bound as of the date hereof,  
including the following: 
 
(a)	acquisition, merger, option or purchase agreements  
for the purchase of any assets, including any licenses for  
SMR channels or frequencies or stock of any business or  
entity; 
 
(b)	agreements for the management of any FCC licenses  
or frequencies; 
 
(c)	notes, loans, credit agreements, mortgages,  
indentures, security agreements and other agreements and  
instruments relating to the borrowing of money by or  
extension of credit to Pittencrieff or any Pittencrieff  
Subsidiary; 
 
(d)	employment and consulting agreements that  
individually involve annual compensation in excess of  
$50,000; 
 
(e)	bonus, profit sharing, compensation, stock option,  
pension, retirement, deferred compensation or other plans,  
agreements, trusts, funds or arrangements for the benefit of  
employees; 
 
(f)	licenses of patent, trademark and other  
intellectual property rights; 
 
(g)	bonding agreements; and 
 
(h)	agreements or commitments for capital expenditures  
in excess of $100,000 for any single project. 
 
Pittencrieff has delivered to AMI complete and correct  
copies of all written agreements, contracts and commitments,  
together with all amendments thereto, and accurate descriptions  
of all oral agreements, listed on Schedule 5.8.  Such agreements,  
contracts and commitments are in full force and effect and,  
except as disclosed on Schedule 5.8, all parties to such  
agreements, contracts and commitments have in all material  
respects performed all obligations required to be performed by  
them as of the date hereof and are not in default thereunder.  No  
agreement, contract or commitment to which Pittencrieff or any  
Pittencrieff Subsidiary is a party or by which it or its property  
is bound would have a material adverse effect on the business or  
operations of Pittencrieff and the Pittencrieff Subsidiaries. 
 
5.9.  Assets of Pittencrieff and Pittencrieff Subsidiaries.   
After giving effect to the acquisitions set forth on Schedule  
5.9, taken together, Pittencrieff and the Pittencrieff  
Subsidiaries own or have adequate right to use pursuant to a  
management agreement, lease or otherwise all FCC and other  
licenses, properties and other assets necessary for the operation  
and ownership of the SMR systems operated by them, or to be  
operated by them. 
 
5.10.  Employee Benefit Matters. 
 
(a)	Set forth in Schedule 5.10 is a true, complete and  
correct list of all "employee benefit plans" as defined in  
Section 3(3) of ERISA and all other employee profit-sharing,  
incentive, deferred compensation, welfare, pension,  
retirement, severance, group insurance and other employee  
benefit plans, arrangements, agreements and practices which  
relate to employee benefits which are currently maintained  
or contributed to by Pittencrieff or the Pittencrieff  
Subsidiaries, or to which Pittencrieff or the Pittencrieff  
Subsidiaries currently are obligated to contribute, relating  
to present or former employees, directors, officers,  
stockholders or consultants of Pittencrieff or the  
Pittencrieff Subsidiaries (collectively, the "Pittencrieff  
Employee Plans").  Except as set forth on Schedule 5.10, to  
the knowledge of Pittencrieff, there are no material  
liabilities, including fines or penalties, with respect to  
any plans, arrangements or practices of the type described  
in the preceding sentence previously maintained or  
contributed to by Pittencrieff or the Pittencrieff  
Subsidiaries, or to which Pittencrieff or the Pittencrieff  
Subsidiaries previously had an obligation to contribute. 
 
(b)	Pittencrieff previously has delivered to AMI  
complete and correct copies of each of the Pittencrieff  
Employee Plans, including all amendments thereto, and any  
other documents or other instruments relating thereto  
reasonably requested by AMI. 
 
(c)	All the Pittencrieff Employee Plans are being, and  
have been, maintained, operated and administered in all  
material respects in accordance with their respective terms  
and in compliance with all applicable laws. 
 
(d)	Except as provided on Schedule 5.10(d), neither  
Pittencrieff nor the Pittencrieff Subsidiaries have, within  
the past six years, had an obligation to contribute to a  
"defined benefit plan" as defined in Section 3(35) of ERISA,  
a pension plan subject to the minimum funding standards of  
Section 302 of ERISA or Section 412 of the Code, or a  
"multiemployer plan" as defined in Section 3(37) of ERISA or  
Section 414(f) of the Code or a "multiple employer plan"  
within the meaning of Section 210(a) of ERISA or Section  
413(c) of the Code.  None of the Pittencrieff Employee Plans  
are funded through a "welfare benefit fund" as defined in  
Section 419(e) of the Code.  Except as set forth on Schedule  
5.10(d), no other trade or business is, or, at any time  
within the past six years, has been treated, together with  
Pittencrieff and the Pittencrieff Subsidiaries, as a single  
employer under Section 414 of the Code or Section 4001 of  
ERISA.  The consummation of the Transaction will not  
constitute a "reportable event" under Section 4043 of ERISA  
or result in a "withdrawal" from a multiemployer plan under  
Section 4203 or 4205 of ERISA. 
 
(e)	Each Pittencrieff Employee Plan intended to be  
qualified under Section 401(a) of the Code has been  
determined by the IRS to be so qualified, or if not so  
qualified each such plan may still be amended within the  
remedial amendment period to cure any qualification defect  
to the extent permitted by applicable law, and each trust  
created thereunder which is intended to be exempt from  
federal income tax under the provisions of Section 501(a) of  
the Code has been determined by the IRS to be so exempt and  
no fact or event has occurred since the date of such  
determination by the IRS to adversely effect the qualified  
status of any Pittencrieff Employee Plan or the exempt  
status of any such trust. 
 
(f)	There have been no prohibited transactions or  
breaches of any of the duties imposed on "fiduciaries"  
(within the meaning of Section 3(21) of ERISA) by ERISA with  
respect to the Pittencrieff Employee Plans that could result  
in Pittencrieff or any Pittencrieff Subsidiary becoming  
liable directly or indirectly (by indemnification or  
otherwise) for any material excise tax, penalty or other  
liability under ERISA or the Code. 
 
(g)	Except as set forth on Schedule 5.10(g), there are  
no actions or claims pending or, to the knowledge of  
Pittencrieff, threatened, with respect to any Pittencrieff  
Employee Plan (other than routine claims for benefits), and  
there are no investigations or audits of any Pittencrieff  
Employee Plan by any governmental authority currently  
pending and there have been no such investigations or audits  
that have been concluded that resulted in any liability of  
Pittencrieff or any Pittencrieff Subsidiary that has not  
been fully discharged. 
 
(h)	All (i) insurance premiums required to be paid  
with respect to, (ii) benefits, expenses, and other amounts  
due and payable under, and (iii) contributions, transfers or  
payments required to be made to, any Pittencrieff Employee  
Plan have been made on or before their due date.  With  
respect to any insurance policy providing funding for  
benefits under any Pittencrieff Employee Plan, (x) there is  
no material liability of Pittencrieff or any Pittencrieff  
Subsidiary in the nature of a retroactive or retrospective  
rate adjustment, loss sharing arrangement, or other actual  
or contingent liability, nor would there be any such  
liability if such insurance policy was terminated on the  
date hereof, and (y) to the knowledge of Pittencrieff, no  
insurance company issuing any such policy is in  
receivership, conservatorship, liquidation or similar  
proceeding and no such proceedings with respect to any  
insurer are imminent. 
 
(i)	Schedule 5.10(i) contains a separate  
identification of each Pittencrieff Employee Plan that  
provides benefits, including, without limitation, death or  
medical benefits, beyond termination of employment or  
retirement other than (i) coverage mandated by law, (ii)  
death or retirement benefits under any qualified  
Pittencrieff Employee Plan, (iii) deferred compensation  
benefits fully reflected on the balance sheet included in  
the Pittencrieff Financial Statements at June 30, 1995 or  
(iv) benefits, the full cost of which are borne by the  
employee (or the employee's beneficiary) (the "Post- 
Employment Benefits"); such balance sheet accurately  
reflects the liabilities relating to the Post-Employment  
Benefits. 
 
(j)	Except as set forth on Schedule 5.10(j), the  
execution, delivery and performance of this Agreement will  
not, solely in and of itself and without regard to any  
subsequent events, (i) constitute an event under any  
Pittencrieff Employee Plan that will result in any payment  
(whether of severance pay or otherwise) becoming due from  
Pittencrieff or the Pittencrieff Subsidiaries to any present  
or former officer, employee, director, stockholder or  
consultant (or dependents of any thereof), or (ii)  
accelerate the time of payment or vesting, or increase the  
amount, of compensation due to any present or former  
officer, employee, director, stockholder or consultant of  
Pittencrieff or any Pittencrieff Subsidiary. 
 
(k)	Except as set forth on Schedule 5.10(k), neither  
Pittencrieff nor any Pittencrieff Subsidiary has agreed or  
committed to make any amendments to any of the Pittencrieff  
Employee Plans not already embodied in the documents  
comprising the Pittencrieff Employee Plans, other than any  
amendments required by law. 
 
(l)	Pittencrieff and each Pittencrieff Subsidiary has  
complied in all material respects with the provisions of  
COBRA with respect to any "group health plan" as defined in  
Section 5000(b)(i) of the Code maintained by any of them. 
 
5.11.  Site Rental Agreements.  Schedule 5.11 hereto sets  
forth a list of all Site Rental Agreements relating to the SMR  
systems operated by Pittencrieff and the Pittencrieff  
Subsidiaries; such Site Rental Agreements constitute all of the  
leases necessary for Pittencrieff and the Pittencrieff  
Subsidiaries to operate the SMR systems as now operated by them  
or as proposed to be operated. 
 
5.12.  Insurance.  Pittencrieff and each Pittencrieff  
Subsidiary maintain insurance covering such risks and in such  
amounts as set forth in Schedule 5.12. 
 
5.13.  Litigation.  Except as disclosed on Schedule 5.13,  
there are no judicial or administrative actions, claims, suits,  
proceedings or investigations pending or, to the knowledge of  
Pittencrieff, threatened, that might result in any material  
adverse change in the condition (financial or otherwise),  
properties, assets, business or operations of Pittencrieff or the  
Pittencrieff Subsidiaries that arise out of or in connection with  
the conduct or operation of the SMR systems operated by them or  
that question the validity of this Agreement or of any action to  
be taken pursuant to or in connection with the provisions of this  
Agreement.  There are no judgments, orders, decrees, citations,  
fines or penalties heretofore assessed against Pittencrieff or  
any Pittencrieff Subsidiary relating to any SMR systems operated  
by them or any of their assets or properties related to or used  
in connection with the SMR systems operated by them. 
 
5.14.  FCC Regulatory Matters. 
 
(a)	Definitions:  For purposes of this Section 5.14, the  
following terms shall have the indicated meanings: 
 
"FCC License" shall mean any paging, mobile telephone,  
microwave, commercial mobile radio, private carrier, SMR or other  
license, permit, consent, certificate of compliance, franchise,  
approval or authorization granted or issued by the FCC,  
including, without limitation, any of the foregoing authorizing  
the acquisition, construction or operation of an SMR System,  
radio paging system or other radio communications system. 
 
"Pittencrieff Management Agreement" shall mean any  
management or other agreement (other than a loading, reseller or  
agent's agreement) pursuant to which Pittencrieff or any  
Pittencrieff Subsidiary agrees to manage or to perform other  
services (other than loading) with respect to SMR Licenses held  
by another person in exchange for either the right to receive a  
portion of the revenues derived from such SMR Licenses or the  
right to purchase such SMR Licenses, or any loading agreement  
pursuant to which Pittencrieff or any Pittencrieff Subsidiary is  
loading SMR Licenses held by another person in exchange for  
either the right to receive a portion of the revenues derived  
from such SMR Licenses in excess of 25% of the aggregate revenues  
derived from such SMR Licenses or the right to purchase such SMR  
Licenses. 
 
"SMR License" shall mean an FCC License authorizing the  
construction, ownership and operation of an SMR system in the 800  
or 900 MHz band issued pursuant to 47 CFR Part 90 of the Rules  
and Regulations of the FCC. 
 
"SMR System" shall mean an SMR system licensed under 47  
CFR Part 90 of the Rules and Regulations of the FCC or any  
successor section. 
 
"SMR Units" shall mean the number of mobile and control  
stations (within the meaning of 47 CFR Part 90 of the Rules and  
Regulations of the FCC) subscribing to SMR Systems licensed to or  
managed by Pittencrieff or any Pittencrieff Subsidiary,  
excluding, however, any such units which are subject to a Third- 
Party Management Agreement if the respective third party has a  
right to purchase the SMR Licenses which are subject to such  
Third-Party Management Agreement. 
 
"Third-Party Management Agreement" shall mean any  
management or other agreement (other than a loading agreement)  
pursuant to which a person (other than Pittencrieff or any  
Pittencrieff Subsidiary) is managing SMR Licenses held by  
Pittencrieff or any Pittencrieff Subsidiary, or any loading  
agreement pursuant to which a person (other than Pittencrieff or  
any Pittencrieff Subsidiary) is loading SMR Licenses held by  
Pittencrieff or any Pittencrieff Subsidiary in exchange for the  
right to receive a portion of the revenues derived from such SMR  
Licenses in excess of 25% of the aggregate revenues derived from  
such SMR Licenses or the right to purchase such SMR Licenses. 
 
(b)	License Information.  Schedule 5.14 (the "Pittencrieff  
FCC Schedule") sets forth, as of the date hereof, a correct and  
complete list of the following information for each SMR License  
and other FCC License issued to or operated by Pittencrieff or  
any Pittencrieff Subsidiary: 
 
(i)	for all FCC Licenses (including all SMR Licenses),  
the name of the licensee, the name of the seller(s), the call  
sign, the transmitter location (by site coordinates and city),  
the type of service (e.g., paging, SMR, etc.), the frequency or  
frequencies authorized, the 
license renewal date and operating entity; 
 
(ii)	in the case of SMR Licenses, the number of  
channels (including conventional channels) authorized, the number  
of channels, whether the SMR License is for a conventional or  
trunked SMR System and whether the SMR License is managed by  
Pittencrieff or any Pittencrieff Subsidiary pursuant to a  
Pittencrieff Management Agreement or by any other persons  
pursuant to a Third-Party Management Agreement; 
 
(iii)	each holder of any such FCC License that is  
neither wholly owned by Pittencrieff or a Pittencrieff Subsidiary  
nor owned entirely by unaffiliated persons and managed by  
Pittencrieff or a Pittencrieff Subsidiary; and 
 
(iv)	for all FCC Licenses (including SMR Licenses),  
whether such FCC Licenses are subject to rights of first refusal,  
options and other such rights or obligations in existence as of  
the date hereof, including, without limitation, entitlements to  
acquire additional ownership interests, which may affect the  
ownership interests of Pittencrieff or any Pittencrieff  
Subsidiary.  
 
(c)	Condition of Systems.  All of the properties, equipment  
and systems of Pittencrieff and the Pittencrieff Subsidiaries  
are, and to the knowledge of Pittencrieff, all thereof to be  
acquired or added in connection with any contemplated System  
expansion or construction prior to the Closing will be, in good  
repair, working order and condition and are and except as set  
forth in the Pittencrieff FCC Schedule will be in material  
compliance with all standards or rules imposed by any  
governmental agency or authority (including, without limitation,  
the FCC and (if applicable), any public utilities commission or  
other state or local governments or instrumentalities) or as  
imposed under any agreements with customers. 
 
(d)	Fees; License Compliance.  Pittencrieff and the  
Pittencrieff Subsidiaries have paid all franchise, license or  
other fees and charges which have become due in respect of its  
business and have made appropriate provision as is required by  
GAAP for any such fees and charges which have accrued.  Except as  
set forth in the Pittencrieff FCC Schedule, Pittencrieff and the  
Pittencrieff Subsidiaries have duly secured, as of the date  
hereof, all necessary permits, licenses, consents and  
authorizations from, and has filed all required registrations,  
applications, reports and other documents with, the FCC, and, if  
applicable, any public utilities commission and other entity  
exercising jurisdiction over the SMR businesses, radio paging  
businesses and other radio communications businesses of  
Pittencrieff and the Pittencrieff Subsidiaries or the  
construction or delivery of Systems therefor, as such businesses  
are currently conducted.  Except as set forth on the Pittencrieff  
FCC Schedule, Pittencrieff and the Pittencrieff Subsidiaries hold  
the FCC Licenses specified on the Pittencrieff FCC Schedule and,  
except as set forth on such Schedule or disclosed in writing by  
Pittencrieff to AMI prior to the date hereof, all such FCC  
Licenses are valid and in full force and effect without  
conditions except for such conditions as are stated on the FCC  
License or as are generally applicable to holders of FCC  
Licenses, and all channels represented by SMR Licenses are fully  
constructed.  Except as set forth on the Pittencrieff FCC  
Schedule, to the knowledge of Pittencrieff, no event has occurred  
and is continuing which could (i) result in the revocation,  
termination or adverse modification of any FCC License listed on  
such Schedule or (ii) adversely affect any rights of Pittencrieff  
or any Pittencrieff Subsidiary thereunder; except as set forth on  
such Schedule, Pittencrieff and the Pittencrieff Subsidiaries  
have no reason to believe and have no knowledge that the SMR  
Licenses specified on such Schedule will not be renewed in the  
ordinary course; and Pittencrieff and the Pittencrieff  
Subsidiaries have sufficient time, materials, equipment, contract  
rights and other required resources to complete, in a timely  
fashion and in full, construction of all its respective SMR  
Systems, radio paging and other radio communications systems  
listed on the FCC Schedule in compliance with all applicable  
technical standards and construction requirements and deadlines,  
except as disclosed in writing by Pittencrieff to AMI prior to  
the date hereof.  Except as set forth in the Pittencrieff  
FCC Schedule, the current ownership and operation by Pittencrieff  
and the Pittencrieff Subsidiaries of such SMR Systems, radio  
paging and other radio communications systems comply with the  
Communications Act of 1934, as amended, and all applicable rules,  
regulations and policies of the FCC.  
 
(e)	Management Agreements.  Set forth in the Pittencrieff  
FCC Schedule is a complete and correct list of all Pittencrieff  
Management Agreements and Third-Party Management Agreements to  
which Pittencrieff or any Pittencrieff Subsidiary is a party that  
correctly identifies the manager under each such Agreement and  
the holder of the SMR Licenses which are the subject of such  
Agreements, the transmitter locations (by address), and number of  
channels covered by such SMR Licenses, the term of such  
Agreements, any options or calls (and the respective option or  
call prices) in favor of any party to such Agreements to purchase  
or sell any interest in such SMR Licenses and the respective fees  
or revenues payable or receivable under any such Agreements.  To  
the knowledge of Pittencrieff, the terms of all such Pittencrieff  
Management Agreements and Third-Party Management Agreements and  
the operation of each SMR System pursuant thereto comply with the  
Communications Act of 1934, as amended, and all applicable rules,  
regulations and policies of the FCC.  Other than those channels  
identified as subject to Third-Party Management Agreements on the  
Pittencrieff FCC Schedule and except as set forth on the  
Pittencrieff FCC Schedule, none of the channels licensed to  
Pittencrieff or any Pittencrieff Subsidiary will be subject to a  
Third Party Management Agreement as of the Closing. 
 
(f)	Wide Area Frequency Application. Pittencrieff has  
delivered to AMI a true and correct copy of each Request for Rule  
Waiver or Extended Implementation and related Wide Area  
Specialized Mobile Radio application, as filed with the FCC, and  
all supplemental or related materials filed in connection  
therewith by or on behalf of Pittencrieff or a Pittencrieff  
Subsidiary, all materials submitted to the FCC or to Pittencrieff  
in connection therewith by any third party, and any written  
communications issued by the FCC or any FCC staff member in  
response to, or otherwise in connection with, any of the  
foregoing. 
 
5.15.  Brokers, Finders, etc.  Except as set forth on  
Schedule 5.15, all negotiations relating to this Agreement and  
the Transaction have been carried on without the intervention of  
any person acting on behalf of Pittencrieff in such manner as to  
give rise to any valid claim against Pittencrieff for any  
brokerage or finder's commission, fee or similar compensation for  
bringing the Parties together or bringing about the Transaction. 
 
5.16.  Compensation.  Pittencrieff has delivered to AMI a  
true and complete list of all of its employees and those of the  
Pittencrieff Subsidiaries which list states the rate of  
compensation, the positions held by the employees listed and the  
duration of their employment. 
 
5.17.  Environmental and Other Matters.  Pittencrieff and  
each Pittencrieff Subsidiary and the business operations of each  
of them are not in violation of, or delinquent in respect to, any  
material decree, order or arbitration award of law, statute, or  
regulation of or agreement with, or any material license or  
permit from, any federal, state or local governmental authority  
including, without limitation, laws, statutes and regulations  
relating to occupational health and safety, equal employment  
opportunities, fair employment practices, and sex, race,  
religious and age discrimination or Environmental Laws.  All  
notices and complaints that Pittencrieff or any Pittencrieff  
Subsidiary has received in the last three (3) years of any  
violation of a type referred to in any portion of this Section  
5.17 are set forth in Schedule 5.17.  Neither Pittencrieff nor  
any Pittencrieff Subsidiary has received notice of any violation  
of a type referred to in any portion of this Section 5.17 that  
has not been corrected.  Copies of Pittencrieff's and each  
Pittencrieff Subsidiary's last inspection reports from each  
applicable authority with respect to any law described in any  
portion of this Section 5.17 and relating to the properties,  
assets, personnel or business activities of the business of  
Pittencrieff and each Pittencrieff Subsidiary are attached to  
Schedule 5.17.  Schedule 5.17 sets forth a complete list of all  
above-ground and underground storage tanks, vessels, and related  
equipment and containers that are subject to federal, state or  
local laws, statutes, rules or regulations, and sets forth their  
present contents, what the contents have been at any time in the  
past, and what program of remediation, if any, is contemplated  
with respect thereto. 
 
5.18.  SEC Reports.  Pittencrieff has filed with the  
Securities and Exchange Commission ("SEC") all proxy statements,  
reports and other documents required to be filed by it under the  
Securities and Exchange Act of 1934, as amended (the "Exchange  
Act") (including any interim reports required to be filed), and  
Pittencrieff has furnished to AMI copies of its Annual Report on  
Form 10-K for the fiscal year ended December 31, 1994, its  
quarterly report on Form 10-Q for the quarter ended June 30,  
1995, and all final proxy statements and reports filed by  
Pittencrieff under the Exchange Act since June 30, 1993, each as  
filed (collectively, the "SEC Reports").  Each SEC Report was in  
compliance in all material respects with the requirements of its  
respective form, and none of the SEC Reports contained any untrue  
statement of a material fact or omitted to state a material fact  
required to be stated therein or necessary to make the statements  
therein, in the light of the circumstances under which they were  
made, not misleading.  The audited consolidated financial  
statements and unaudited consolidated interim financial  
statements included in the SEC Reports (the "Pittencrieff  
Financial Statements") are true and correct and fairly present  
the financial position of Pittencrieff and the Pittencrieff  
Subsidiaries as of the dates thereof and the consolidated results  
of operations, cash flows and changes in financial position or  
other information included therein for the periods or as of the  
dates thereof in each case in accordance with GAAP, and in each  
case in accordance with past practice during the periods involved  
(except as otherwise stated therein and except for normal  
recurring adjustments for interim periods, and that the unaudited  
Financial Statements do not have complete footnotes).  Except and  
to the extent reflected or reserved against in the Pittencrieff  
Financial Statements, neither Pittencrieff nor any Pittencrieff  
Subsidiary has any liabilities or obligations of any nature,  
whether absolute, accrued, contingent or otherwise, and whether  
due or to become due, for the periods covered thereby.   
Pittencrieff does not know or have reasonable grounds to know of  
any basis for the assertion against Pittencrieff or any  
Pittencrieff Subsidiary of any claim or liability of any nature  
or in any amount not fully reflected or reserved against in the  
Pittencrieff Financial Statements for the periods provided,  
whether or not previously disclosed to AMI.  
 
5.19.  Disclosure.  This Agreement, including exhibits and  
schedules hereto, does not contain any untrue statement of a  
material fact or omit to state a material fact necessary in order  
to make the statements contained herein in the context in which  
they were made not misleading. 
 
5A.  Representations and Warranties Regarding New PCI.  New PCI  
represents and warrants to the Sellers as follows: 
 
5A.1.  Entity Status.  New PCI is a corporation duly  
organized validly existing and in good standing under the laws of  
its state of incorporation and has the corporate power and  
authority to carry on its business as and where now conducted,  
and to own or lease and to operate its properties and assets  
where such properties and assets are now owned, leased or  
operated by it and where such business is now conducted by it.   
New PCI is qualified to do business and is in good standing in  
each jurisdiction in which the nature of its business or the  
property owned or leased by it makes such qualification  
necessary, except where the failure to so qualify would not have  
a material adverse effect on its business, operations or  
financial condition.  New PCI has delivered to AMI complete and  
correct copies of its charter and by-laws, as amended and in  
effect on the date hereof. 
 
5A.2.  Capitalization.  The authorized capital stock of New  
PCI consists of the number of shares of New PCI Common Stock set  
forth in Schedule 5A.2.  Schedule 5A.2 also lists the total  
number of shares of capital stock of New PCI which are issued and  
outstanding on the date hereof.  All of the shares of New PCI  
that are issued and outstanding are duly authorized and are  
validly issued, fully paid and nonassessable and have been issued  
in compliance with federal and state securities laws.  Except as  
set forth in Schedule 5A.2, there are (i) no shares of New PCI's  
capital stock held in its treasury, (ii) no agreements  
restricting the transfer of, or affecting the rights of any  
holder of, any shares of New PCI's capital stock, (iii) except  
those granted to the Sellers hereunder no preemptive rights on  
the part of any holder of any class of securities of New PCI, and  
(iv) no options, warrants, conversion or other rights, agreements  
or commitments obligating New PCI to issue or sell any shares of  
its capital stock of any class or any securities convertible into  
or exchangeable for any such shares, and no authorization  
therefor has been given.  The Transaction Consideration and the  
New PCI Common Stock to be issued in the Merger will be duly  
authorized, fully paid and nonassessable and issued in compliance  
with federal and state securities laws. 
 
5A.3.  Authority for Agreement; No Violation. 
 
(a)	New PCI has all necessary power and authority to  
execute and deliver this Agreement and to perform its obligations  
hereunder and the board of directors of New PCI has approved this  
Agreement and the Transaction. 
 
(b)	This Agreement has been duly executed and delivered by  
New PCI and constitutes the valid and binding obligation of New  
PCI and is enforceable in accordance with its terms, except as  
enforceability thereof may be limited by applicable bankruptcy,  
reorganization, insolvency or other laws affecting creditors  
rights generally or by general principles of equity, regardless  
of whether such enforceability is considered in equity or at law. 
 
(c)	Except as set forth on Schedule 5A.3, the execution and  
delivery of this Agreement and the consummation of the  
Transaction will not conflict with or result in any violations of  
or default under (i) any provision of the charter or by-laws of  
New PCI, (ii) any statute, regulations, order or decree of any  
federal, state, governmental body or regulatory authority or any  
license or permit applicable to New PCI, or (iii) any mortgage,  
indenture, note, lease, agreement, instrument or other obligation  
to which New PCI is a party.  No consent, approval, order or  
authorization of, or registration, declaration or filing with,  
any third party or governmental authority, except for FCC  
approvals and other approvals listed on Schedule 5A.3, is  
required in connection with the execution and delivery of this  
Agreement or the consummation of the Transaction and the Merger. 
 
6.  FCC Approval. 
 
(a)	New PCI, Pittencrieff, the Selling Stockholders,  
the System Sellers, the Partnerships and the Corporations  
will use their best efforts to join in and submit as  
promptly as possible after the date hereof one or more  
applications (the "Applications") to the FCC requesting the  
FCC's written consent to the change in control or the  
transfer, as the case may be, of the FCC licenses to New PCI  
and, if required, to the change of control relating to the  
Merger. 
 
(b)	Except as otherwise provided herein, each Party  
shall bear its own expenses in connection with the  
preparation and prosecution of the Applications.  The  
Selling Stockholders, System Sellers, Partnerships and  
Corporations shall bear the cost of publishing any required  
local public notices in connection with the Applications.   
Pittencrieff, on the one hand, and the Selling Stockholders  
and the System Sellers, on the other, shall equally share in  
any application, consent or other fees charged by the FCC in  
connection with the Applications.   
 
7.  Covenant of Sellers. 
 
7.1.  Preparation for Closing.  The Selling Stockholders and  
the System Sellers agree to use their best efforts to bring about  
the fulfillment of the conditions precedent to Closing contained  
in this Agreement (both those relating to them and to  
Pittencrieff). 
 
7.2.  Conduct of Business.  From the date hereof to the  
Closing, except as expressly provided for or contemplated by this  
Agreement, or as otherwise consented to by Pittencrieff in  
writing, each of the Selling Stockholders and the System Sellers  
will cause each Corporation and Partnership to: 
 
(a)	conduct its business in the ordinary course in  
substantially the same manner as heretofore conducted and,  
to the extent consistent with prudent management of its  
business, use reasonable efforts to preserve intact its  
present business organization, keep available the services  
of its present officers and employees, and preserve its FCC  
licenses and its relationships with customers, suppliers and  
others having business dealings with them; 
 
(b)	except as otherwise provided in Section 8.13,  
maintain all of the structures, equipment and other tangible  
personal property used in its business in good repair, order  
and condition in all material respects except for depletion,  
depreciation, ordinary wear and tear and damage by  
unavoidable casualty; 
 
(c)	keep in full force and effect insurance comparable  
in amount and scope of coverage to insurance now carried in  
respect of the Systems operated by it;  
 
(d)	perform in all material respects all of its  
obligations under agreements, contracts and instruments  
relating to or affecting the Systems operated by it; 
 
(e)	maintain the books of account and records of the  
Systems operated by it in the usual, regular and ordinary  
manner; 
 
(f)	comply in all material respects with all statutes,  
laws, ordinances, rules and regulations applicable to the  
Systems operated by it; 
 
(g)	Except as provided in Section 7.4, not merge or  
consolidate with, or agree to merge or consolidate with, or  
purchase substantially all of the assets of, or otherwise  
acquire any business or any corporation, partnership,  
association or other business organization or division  
thereof; and 
 
(h)	not take, or permit to be taken, any action which  
is represented and warranted in Sections 3.7 and 4.4 not to  
have been taken since June 30, 1995, except as provided in  
Sections 7.4. and 8.14. 
 
7.3.  Delivery of Channels.  Each System Seller will use its  
best efforts to deliver at Closing, and each Selling Stockholder  
will use its best efforts to cause the Partnerships and  
Corporations to deliver at Closing, all granted and pending  
channels that are identified on the Seller FCC Schedule and the  
System Seller FCC Schedule. 
 
7.4.  Acquisition of Licenses.  Each System Seller shall  
exercise, and/or use its best efforts to complete, as the case  
may be, and each of the Selling Stockholders shall cause each  
Corporation and Partnership to so exercise, and/or complete, all  
options or transactions to which it (or a Corporation or  
Partnership) is a party to acquire the FCC licenses and related  
assets included on the Seller FCC Schedule and the System Seller  
FCC Schedule, including the payment of any purchase price  
therefor. 
 
7.5.  SEC Registration.  The Sellers shall furnish to  
Pittencrieff such information about the Sellers, the Corporations  
and Partnerships, as applicable, as may be necessary to enable  
Pittencrieff to prepare and file with the SEC the Registration  
Statement described in Section 8.3 for New PCI. 
 
7.6.  Antitrust Filing.  AMI shall promptly file all  
documents and other information required to be filed pursuant to  
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the  
"HSR Act") and the rules and regulations promulgated thereunder. 
 
7.7.  Access and Information.  The Selling Stockholders and  
System Sellers shall provide to Pittencrieff and each of its  
officers, employees, accountants, counsel and other authorized  
representatives reasonable access throughout the period prior to  
the Closing to the Sellers, the Partnerships' and the  
Corporations'  properties, books and records, and shall each use  
their respective best efforts to furnish to Pittencrieff such  
additional financial and operating data and other information as  
any may from time to time reasonably be requested by  
Pittencrieff.  Without limiting the generality of the foregoing,  
the Selling Stockholders and System Sellers shall provide  
Pittencrieff's accountants with sufficient access and information  
to permit any audit of the Sellers prior to Closing. 
 
7.8.  Lock-Up Provisions.  Except as set forth in Schedule  
7.8,  the Sellers agree that they shall not, without the prior  
written consent of New PCI, sell, transfer, grant an option with  
respect to or otherwise dispose of (i) any of the Transaction  
Consideration during the twelve-month period after the Closing;  
(ii) more than an aggregate of ten percent of the Transaction  
Consideration during the period between twelve and eighteen  
months after the Closing; and (iii) more than an aggregate of  
twenty-five percent of the Transaction Consideration during the  
period between eighteen and twenty-four months after the Closing.   
Notwithstanding the foregoing, the provisions of this Section 7.8  
shall not prohibit AMI from transferring all or any portion of  
the Transaction Consideration received by it to FMR Corp. or to  
any direct or indirect subsidiary of FMR Corp. 
7.9.  Non-Competition.  The Selling Stockholders and System  
Sellers agree for themselves and their respective affiliates that  
for a period of two years after the Closing, the Selling  
Stockholders and System Sellers (and their respective affiliates)  
shall not engage in, or have a direct ownership interest in a  
third party that engages in, or become employed by, or serve as  
an officer or director of, any entity that is engaged in, the  
ownership, operation or management of 800 MHz or 900 MHz SMR  
systems (a "Competitive Business") in the State of Texas in the  
counties in which SMR systems listed in the Seller FCC Schedule,  
the System Seller FCC Schedule and the Pittencrieff FCC Schedule  
are located; provided, however, that (a) such restriction shall  
not prohibit any affiliate of AMI from making investments in a  
Competitive Business in the ordinary course in connection with  
its mutual fund, brokerage and investment management businesses;  
and (b) any Selling Stockholder or System Seller may become  
employed by or act as a consultant or agent for Pittencrieff; and  
(c) the foregoing shall not apply to the sales and servicing of  
equipment necessary to utilize SMR systems except in Dallas,  
Harris, Orange, Montgomery, Tarrant and Collin counties; and (d)  
AMI may acquire and hold the equity securities of NEXTEL  
Communications, Inc., including its predecessor in interest,  
OneComm Corporation, and Dial Page, Inc. that were owned by AMI  
on July 14, 1995. 
 
7.10.  Public Announcements.  The Sellers, the Corporations  
and the Partnerships will not, at any time, without the prior  
written consent of Pittencrieff, make any announcement, issue any  
press release or make any statement to any third party (which  
announcement, press release or statement is with respect to any  
of the specific matters discussed or agreed among the parties).  
 
7.11.  No Solicitation by the Sellers, Partnerships and  
Corporations.  The Selling Stockholders and System Sellers  
undertake and agree that between the date hereof and the Closing  
or, if earlier, the  termination of this Agreement, none of them  
nor their respective officers, directors, partners,  
representatives and agents will indirectly or directly solicit,  
encourage or initiate the submission of proposals or offers from,  
or provide any confidential information to, or participate in  
discussions or negotiations or enter into any agreement or  
understanding with, any corporation, partnership, person or other  
entity or group concerning the sale of shares of capital stock or  
any merger, combination, sale of assets, or similar transactions  
with respect to any of them.  AMI will promptly notify  
Pittencrieff if it or any of the other Sellers receive any  
proposals, offers or invitations to discuss any of the foregoing. 
 
7.12.  Further Assurances.  At any time and from time to  
time after the Closing, at the request of New PCI and without  
further consideration, except as stated below, the Sellers,  
Partnerships and the Corporations will execute and deliver such  
other instruments of sale, transfer, conveyance, assignment and  
confirmation and take such action as New PCI may reasonably  
determine is necessary to transfer, convey and assign to New PCI,  
and to confirm New PCI's title to or interest in the Purchased  
Systems, the Subject Stock and the Bayou Note, to put New PCI in  
actual possession and operating control of the Partnerships, the  
Corporations, the Systems and the FCC licenses, management  
agreements and options relating to such FCC licenses and to  
assist New PCI in exercising all rights with respect thereto. 
 
8.  Covenants of Pittencrieff. 
 
8.1.  Preparation for Closing.  Pittencrieff agrees to use  
its best efforts to bring about the fulfillment of the conditions  
precedent to Closing contained in this Agreement (both those  
relating to it and to the Sellers). 
 
8.2.  Conduct of Business.  From the date hereof to the  
Closing, except as expressly provided for or contemplated by this  
Agreement, or as otherwise consented to by AMI in writing,  
Pittencrieff will, and will cause each Pittencrieff Subsidiary  
to: 
 
(a)	conduct its business in the ordinary course in  
substantially the same manner as heretofore conducted and,  
to the extent consistent with prudent management of its  
business, use reasonable efforts to preserve intact its  
present business organization, keep available the services  
of its present officers and employees, and preserve its FCC  
licenses and its relationships with customers, suppliers and  
others having business dealings with them; 
 
(b)	maintain all of the structures, equipment and  
other tangible personal property used in its business in  
good repair, order and condition in all material respects  
except for depletion, depreciation, ordinary wear and tear  
and damage by unavoidable casualty; 
 
(c)	keep in full force and effect insurance comparable  
in amount and scope of coverage to insurance now carried in  
respect of its business; 
 
(d)	perform in all material respects all of its  
obligations under agreements, contracts and instruments  
relating to or affecting its business; 
 
(e)	maintain the books of account and records of its  
business in the usual, regular and ordinary manner; 
 
(f)	comply in all material respects with all statutes,  
laws, ordinances, rules and regulations applicable to its  
business; 
 
(g)	except as provided in Section 8.8, not merge or  
consolidate with, or agree to merge or consolidate with, or  
purchase substantially all of the assets of, or otherwise  
acquire any business or any corporation, partnership,  
association or other business organization or division  
thereof; and 
 
(h)	not take, or permit to be taken, any action which  
is represented and warranted in Section 5.5 not to have been  
taken since June 30, 1995, except as set forth on Schedule  
5.5 or as provided in Section 8.8; provided, however, that  
without the consent of AMI, Pittencrieff may (i) incur long- 
term (i.e. in excess of one year) indebtedness not to exceed  
$2,000,000 in the aggregate; and (ii) issue shares of  
Pittencrieff Common Stock in connection with (w)  
Pittencrieff's existing stock option plans; (x) the exercise  
of warrants issued to the Toronto Dominion Bank and  
Kansallis-Osake-Pankki as of the date hereof in connection  
with the $10,000,000 bridge financing obtained by  
Pittencrieff in September, 1994 (the "Bridge Warrants"); (y)  
the exercise of warrants issued to Susquehanna Financial  
Group, Inc. as of the date hereof in connection with the  
provision of financial advisory services (the "Susquehanna  
Warrants"); and (z) Pittencrieff's purchase and sale  
agreement dated April 21, 1995 with Susquehanna Financial  
Group, Inc.  
 
8.3.  Registration Statement.  Pittencrieff shall prepare  
and file with the SEC as soon as reasonably practicable after the  
date hereof a Registration Statement comprising a preliminary  
proxy and prospectus with respect to the Transaction and the  
Merger, and shall use its best efforts to have such proxy  
statement and prospectus cleared or declared effective, as the  
case may be, by the SEC, and Pittencrieff shall cause the proxy  
statement and prospectus to be mailed to the shareholders of  
Pittencrieff as soon as practicable thereafter.  The information  
contained in the proxy statement and prospectus with respect to  
Pittencrieff and the Pittencrieff Subsidiaries will not, as of  
the date of the proxy statement and prospectus, 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 in which  
they were made, not misleading.  If required under the federal  
securities laws, Pittencrieff shall prepare supplements or  
amendments to the proxy statement and prospectus which correct  
any misstatement or omission, and shall cause the same to be  
filed with the SEC, cleared or declared effective by the SEC to  
the extent required thereby, and distributed to shareholders of  
Pittencrieff. 
 
8.4.  Nasdaq Listing.  Pittencrieff shall use its best  
efforts to list (subject to notice of issuance) on the National  
Market System of the Nasdaq Stock Market (the "Nasdaq National  
Market") the Transaction Consideration and the New PCI Common  
Stock to be issued in the Merger.   
 
8.5.  Antitrust Filing.  Pittencrieff shall promptly file  
all documents and other information required to be filed pursuant  
to the HSR Act and the rules and regulations promulgated  
thereunder. 
 
8.6.  Delivery of Channels.  Pittencrieff will use its best  
efforts to deliver at Closing,  and will cause each Pittencrieff  
Subsidiary to use its best efforts to deliver at Closing, all  
granted and pending channels that are identified on the  
Pittencrieff FCC Schedule. 
 
8.7.  Acquisition of Licenses.  Pittencrieff shall exercise  
and/or use its best efforts to complete, as the case may be, and  
shall cause each Pittencrieff Subsidiary to so exercise and/or  
complete, all options or transactions to which it is a party to  
acquire FCC licenses and related assets included on the  
Pittencrieff FCC Schedule, including the payment of any purchase  
price therefor. 
8.8.  Access and Information.  Pittencrieff shall provide to  
AMI and each of its officers, employees, accountants, counsel and  
other authorized representatives reasonable access throughout the  
period prior to the Closing to Pittencrieff's and the  
Pittencrieff Subsidiaries, properties, books and records, and  
shall use its best efforts to cause its representatives to  
furnish to AMI such additional financial and operating data and  
other information as it may from time to time reasonably request.   
Without limiting the generality of the foregoing, Pittencrieff  
shall provide to AMI's accountants sufficient access and  
information to permit any audit of Pittencrieff prior to Closing. 
 
8.9.  Public Announcements.  Except as may be required by  
applicable federal or state law, or regulations promulgated  
thereunder, or the rules or regulations of the Nasdaq Stock  
Market or any securities exchange upon which the Pittencrieff  
Common Stock is listed or traded or to which application has been  
made for listing or trading of the New PCI Common Stock,  
Pittencrieff will not, at any time, without the prior written  
consent of AMI, make any announcement, issue any press release or  
make any statement to any third party (which announcement, press  
release or statement is with respect to any of the specific  
matters discussed or agreed to among the parties).  
 
8.10.  No Solicitation by Pittencrieff.  Pittencrieff  
undertakes and agrees that between the date of the execution of  
this Agreement and the Closing or, if earlier, termination of  
this Agreement, neither it nor its officers, directors, partners,  
representatives and agents will indirectly or directly solicit,  
encourage or initiate the submission of proposals or offers from,  
or provide any confidential information to, or participate in  
discussions or negotiations or enter into any agreement or  
understanding with, any corporation, partnership, person or other  
entity or group concerning the sale of shares of capital stock or  
any merger, combination, sale of assets, or similar transactions.   
Pittencrieff will promptly notify AMI if it receives any  
proposals, offers or invitations to discuss any of the foregoing. 
 
8.11.  Securities Laws Acknowledgment.  Each of Pittencrieff  
and New PCI hereby acknowledges that the Sellers shall be  
entitled to all of their respective rights and remedies under the  
federal and state securities laws in connection with their  
acquisition of shares of New PCI Common Stock hereunder. 
 
8.12.  Bulk Transfers Laws.  Pittencrieff and New PCI hereby  
waive compliance with the provisions of any bulk transfer laws  
applicable to the Transaction and each System Seller agrees to  
fully indemnify Pittencrieff and New PCI for any liabilities  
arising from such laws except with respect to liabilities being  
specifically assumed by New PCI pursuant to Section 2.3. 
 
8.13.  Disposition of Certain Assets.  Pittencrieff  
acknowledges and agrees that notwithstanding any other provision  
of this Agreement to the contrary, prior to Closing each Selling  
Stockholder shall have the right to cause the Corporations and  
Partnerships, as applicable, to dispose of the assets described  
in Schedule 8.13, by way of a dividend. 
 
8.14.  Certain Employees.  On or prior to the Closing,  
Pittencrieff agrees to extend offers of employment to the then  
current employees of Advanced MobileComm of Texas, L.P. for  
comparable positions at comparable compensation as that of such  
employees at such time.  
 
8.15.  Registration Statement.  After the Closing, New PCI  
shall promptly file with the SEC any required post-effective  
amendments to the Form S-4 Registration Statement contemplated by  
Sections 9.17 and 10.9, utilizing Form S-3 (or other appropriate  
and available form), to disclose the details of the Transaction,  
and shall maintain such Registration Statement current and  
effective as it relates to the resale of the Transaction  
Consideration.  
 
9.  Conditions Precedent to New PCI's and Pittencrieff's  
Obligations.  The obligations of Pittencrieff and New PCI to  
consummate the Transaction shall be subject to the satisfaction,  
prior to or at the Closing, of each of the following conditions,  
any of which may be waived by Pittencrieff: 
 
9.1.  Representations and Warranties; Certificate.  The  
representations and warranties made by the Sellers, Partnerships  
and the Corporations in this Agreement shall be true and correct  
in all material respects on the Closing except as provided for  
herein.  For purposes of this Section 9.1, materiality shall be  
determined by considering the Sellers, Partnerships and the  
Corporations and each of the representations and warranties made  
by them in the aggregate.  Notwithstanding the foregoing, each of  
the representations and warranties contained in Section 3.16 and  
4.13 shall be read for purpose of this Section 9.1 as if such  
representations and warranties were made only with respect to the  
SMR channels comprising the Sellers' Minimum Channel Obligation  
(as hereinafter defined).  At Closing, the Sellers shall deliver  
a certificate to Pittencrieff and New PCI to such effect, as  
applicable. 
 
9.2.  Consents.  To the extent required, all filings with  
and consents from (a) all federal, state and local governmental  
agencies required to consummate the Transaction and the Merger  
and (b) all parties to the contracts and agreements listed on  
Schedules 3.10, 4.7 and 5.8 shall have been completed or  
obtained. 
 
9.3.  FCC Licenses.  Without limiting the generality of  
Section 9.2, the FCC shall have granted final approval of (i) the  
change of control or the transfer, as the case may be, of FCC  
licenses required to enable the Sellers, Partnerships and  
Corporations to deliver the Sellers' Minimum Channel Obligation  
to New PCI, and (ii) the transfer of control relating to the  
Merger.  
 
9.4.  Transfer of Minimum Channels.  Sellers shall have  
delivered, or caused the Partnerships and Corporations to  
deliver, to New PCI (i) 90% of the granted and qualified channels  
listed on the Seller FCC Schedule and the System Seller FCC  
Schedule and (ii) for each Metropolitan Statistical Area  
("M.S.A.") listed on the Seller FCC Schedule and the System  
Seller FCC Schedule in which the Sellers, Partnerships or  
Corporations have at least 30 granted and qualified channels  
listed on the Seller FCC Schedule and the System Seller FCC  
Schedule, 90% of the number of the granted and qualified channels  
corresponding to such M.S.A. (collectively, the "Sellers' Minimum  
Channel Obligation").  For purposes of this Section 9.4 and for  
purposes of Section 10.4, a granted and qualified channel in  
order to satisfy Sellers' Minimum Channel Obligation and  
Pittencrieff's Minimum Channel Obligation shall be (w) a channel  
listed as Qualified on, if for Sellers, the Seller FCC Schedule  
or System Seller FCC Schedule or, if for Pittencrieff, the  
Pittencrieff FCC Schedule, (x) deliverable at Closing,  
constructed and in operation, or within its initial construction  
period, or unconstructed as part of a granted or pending ESMR  
license or application, (y) in compliance with all applicable FCC  
rules and regulations and (z) except as otherwise specifically  
agreed to by the Parties, not subject to any pending finder's  
preference action against the channel filed by a third party.   
Notwithstanding the foregoing, Sellers shall have the right to  
substitute for any granted and qualified channel listed as  
"Qualified" on the Seller FCC Schedule an "economically  
equivalent granted and qualified channel."  For purposes of this  
section and Section 10.4, the term "economically equivalent  
granted and qualified channel" shall mean channels and FCC  
licenses for such channels (i) which service the same markets as  
the listed Qualified channels for which they are substituted; and  
(ii) for which no delay in the Closing results from the  
substitution. 
 
9.5.  Pittencrieff Stockholder Approval.  The holders of  
shares of Pittencrieff Common Stock entitled to vote thereon  
shall have duly approved this Agreement and the Merger, all in  
accordance with the requirements of Texas law and the Articles of  
Incorporation and bylaws of Pittencrieff.  
 
9.6.  New PCI Stockholder Approval.  The holders of shares  
of New PCI Common Stock entitled to vote thereon shall have duly  
approved this Agreement and the Merger, all in accordance with  
the requirements of Delaware law and the certificate of  
incorporation and by-laws of New PCI. 
 
9.7.  Anti-Trust Matters.  The waiting period (and any  
extension thereof) as prescribed by the regulations promulgated  
under the HSR Act with respect to the Transaction shall have  
expired or shall have been terminated. 
 
9.8.  Resignation of the Corporations Directors and  
Officers.  All of the directors and officers of the Corporations  
shall have submitted their written resignations, effective on the  
date of Closing. 
 
9.9.  Delivery of Stock Certificates and Other Documents.   
The Selling Stockholders shall have delivered to New PCI stock  
certificates and executed stock powers conveying to New PCI all  
of the Subject Stock, free and clear of any pledge, lien or other  
encumbrance, the Assets Sellers shall have executed and delivered  
bills of sale conveying the Purchased Systems to New PCI, free  
and clear of any pledge, mortgage, lien or other encumbrance, and  
the Note Seller shall have delivered to New PCI the Bayou Note,  
free and clear of any pledge, lien or other encumbrance, together  
with an executed instrument of transfer. 
 
9.10.  Performance by the Sellers, the Partnerships and the  
Corporations; Certificate.  The Sellers, the Partnerships and the  
Corporations shall have performed and complied with all  
agreements and conditions required by this Agreement to be  
performed or complied with by them in all material respects prior  
to or at the Closing.  For purposes of this Section 9.10,  
materiality shall be determined by considering the Sellers,  
Partnerships and the Corporations and each of the agreements and  
conditions applicable to any of them in the aggregate.  At  
Closing, Sellers shall deliver a certificate to Pittencrieff and  
New PCI to such effect.  
 
9.11.  Opinions of Counsel for the Sellers, Partnerships and  
Corporations.  Pittencrieff and New PCI shall have received  
favorable opinions addressed to it and dated as of the Closing of  
Sullivan & Worcester (which opinions may rely on opinions of  
local counsel where appropriate), counsel for the Sellers,  
Partnerships and Corporations, substantially in the form of  
Exhibit 9.11(a) hereto and of Meyer, Faller, Weisman & Rosenberg,  
P.C., FCC counsel to the Sellers, substantially in the form of  
Exhibit 9.11(b) hereto. 
 
9.12.  Tax Opinion.  Pittencrieff shall have obtained an  
opinion of Gardere & Wynne, L.L.P., its counsel, as to the tax- 
free nature of the Merger to Pittencrieff and New PCI. 
 
9.13.  No Material Adverse Change; Certificate.  During the  
period from  May 3, 1995 to the date of Closing, there shall not  
have been any material adverse change in the financial condition  
of the Corporations' or Partnerships' Systems, taken as a whole,  
provided, however that neither (x) a change that relates to or  
affects the SMR industry generally nor (y) a diminution in net  
revenues of the Corporations, Partnerships or Purchased Systems  
taken as a whole, shall constitute a material adverse change  
unless it constitutes a decrease in excess of fifty percent in  
the annualized gross recurring revenues of the Corporations,  
Partnerships and the Purchased Systems, taken as a whole (the  
"AMI Gross Revenues"), for a period of three full calendar months  
during the period from the date hereof through Closing from the  
AMI Gross Revenues for the year ended December 31, 1994.  At  
Closing the Sellers shall deliver a certificate to Pittencrieff  
and New PCI to such effect.   
 
9.14.  Absence of Litigation.  No action or proceeding shall  
have been instituted or threatened at Closing before any court or  
governmental body or authority pertaining to the Transaction or  
the Merger, the result of which could prevent or make illegal the  
consummation of the Transaction or the Merger. 
 
9.15.  Pittencrieff Shareholders' Dissenters Rights.  The  
monetary claims of the shareholders of Pittencrieff who exercise  
their dissenters rights with respect to the Merger pursuant to  
Article 5.12 of the Texas Business Corporation Act shall not  
exceed $2,500,000. 
 
9.16.  Tax Certificates.  Sellers and the Corporations shall  
have executed and delivered tax certificates relating to certain  
tax matters substantially in the form of Schedule 9.16. 
 
9.17.  SEC and Related Matters. 
 
(a)	New PCI's Registration Statement on Form S-4 (or  
other appropriate and available form) relating to the resale  
of the Transaction Consideration and the Merger shall have  
become effective under the Securities Act, and no stop order  
suspending such effectiveness shall have been initiated or  
threatened by the SEC. 
 
(b)	The registration statements or other filings  
required under applicable blue sky laws shall have become  
effective, and no stop order shall be threatened or in  
effect with respect thereto. 
 
(c)	The Transaction Consideration shall have been  
listed or approved for listing upon notice of issuance by  
the Nasdaq National Market.  
 
10.  Conditions Precedent to the Obligations of the Sellers,  
Partnerships and the Corporations.  The obligations of the  
Sellers, the Partnerships and the Corporations to consummate the  
Transaction shall be subject to the satisfaction, prior to or at  
the Closing, of each of the following conditions; any of which  
may be waived by the Sellers: 
 
10.1.  Representations and Warranties; Certificate.  The  
representations and warranties made by Pittencrieff in this  
Agreement shall be true and correct in all material respects at  
the Closing, except as provided herein.  Notwithstanding the  
foregoing, each of the representations and warranties contained  
in Section 5.14 shall be read for purpose of this Section 10.1 as  
if such representations and warranties made only with respect to  
the SMR channels comprising Pittencrieff's Minimum Channel  
Obligation (as hereinafter defined). At closing Pittencrieff and  
New PCI shall deliver a certificate to the Sellers to such  
effect.  
 
10.2.  Consents.  To the extent required, all filings with  
and consents from (a) all federal, state and local governmental  
agencies required to consummate the Transaction and the Merger  
and (b) all parties to the contracts and agreements listed in  
Schedules 3.10,  4.7 and 5.8 shall have been obtained at or prior  
to the Closing. 
 
10.3.  FCC Approval.  Without limiting the generality of  
Section 10.2, the FCC shall have granted final approval of (i)  
the change of control of FCC licenses required to enable  
Pittencrieff to deliver Pittencrieff's Minimum Channel Obligation  
in the Merger; and (ii) the change in control or transfer, as the  
case may be, of FCC licenses to enable the Sellers, Corporations  
and the Partnerships to deliver the Sellers' Minimum Channel  
Obligation. 
 
10.4.  Pittencrieff Merger; Transfer of Minimum Channels.   
Pittencrieff shall have merged with and into New PCI in  
accordance with the provisions of the Merger Agreement and, in  
connection therewith, Pittencrieff, immediately prior to the  
Merger, shall own or control (i) 90% of the granted channels  
listed as such on the Pittencrieff FCC Schedule; (ii) 90% of the  
granted and qualified (as defined in Section 9.4) channels listed  
as such on the Pittencrieff FCC Schedule in each M.S.A. specified  
on the Pittencrieff FCC Schedule in which Pittencrieff has at  
least 30 and qualified granted channels listed on the  
Pittencrieff FCC Schedule; and (iii) 90% of all granted and  
qualified channels listed as such on the Pittencrieff FCC  
Schedule in New Mexico Rural Statistical Areas 4 and 6  
(collectively, "Pittencrieff's Minimum Channel Obligation").   
Notwithstanding the foregoing, Pittencrieff shall have the right,  
to substitute for any channel listed as "Qualified" on the  
Pittencrieff FCC Schedule an "economically equivalent granted and  
qualified channel" (as defined in Section 9.4), the acquisition  
price of which does not exceed, without the consent of AMI,  
$200,000. 
 
10.5.  Performance of New PCI and Pittencrieff; Certificate.  
New PCI and Pittencrieff shall have performed and complied with  
all agreements and conditions required by this Agreement to be  
performed or complied with by them in all material respects prior  
to or at the Closing.  At Closing, Pittencrieff and New PCI shall  
deliver to Sellers a certificate to such effect. 
 
10.6.  Absence of Litigation.  No action or proceeding shall  
have been instituted or threatened prior to or at the Closing  
before any court or governmental body or authority pertaining to  
the Transaction or the Merger, the result of which could prevent  
or make illegal the consummation of the Transaction or the  
Merger.  
 
10.7.  Board of Directors Representation; Committees.  The  
initial Board of Directors of New PCI shall be fixed at eight,  
James P. Hynes, George K. Hertz and Donald S. Heaton shall have  
been elected to serve as members of the Board of Directors of New  
PCI, and the other members of the Board of Directors of New PCI  
shall be the persons serving on the Board of Directors of  
Pittencrieff on the date hereof.  George K. Hertz shall have been  
named to serve on the Executive and Compensation Committees of  
New PCI's Board of Directors, and Donald S. Heaton shall have  
been named to serve on the Audit Committee of New PCI's Board of  
Directors.  
 
10.8.  New PCI By-Law Provisions.  The By-Laws of New PCI  
shall include the following provisions: 
 
(a)	"Section 2.  Number, Tenure, and Qualification.  The  
number of directors shall be fixed from time to time exclusively  
pursuant to a resolution adopted by the affirmative vote of two- 
thirds or more of the whole Board of Directors; provided that  
upon the removal or resignation of any director or directors such  
that the number of remaining directors is less than five, a  
majority of the directors then remaining in office, though less  
than a quorum, or a sole remaining director may decrease the  
number of directors constituting the whole Board of Directors.   
The number of directors which shall constitute the whole Board of  
Directors shall not be less than one.  Directors need not be  
stockholders.  The directors shall be elected at the annual  
meeting of the stockholders, except as provided in Sections 4 and  
6 of this Article III, and each director elected shall hold  
office until the annual meeting next after his election and until  
his successor is duly elected and qualified, or until his death  
or retirement or until he resigns or is removed in the manner  
hereinafter provided.  Directors shall be elected by a plurality  
of the votes of the shares present in person or represented by  
proxy and entitled to vote on the election of directors at any  
annual or special meeting of stockholders.  Such election shall  
be by written ballot.  This Section 2 may only be amended by the  
affirmative vote of two-thirds or more of the whole Board of  
Directors or otherwise in accordance with the Certificate of  
Incorporation." 
(b)	"(c)   Notwithstanding anything to the contrary in  
this Section 3 or these By-Laws, AMI shall have the right to  
designate three of the management nominees to be elected to the  
Board of Directors in the following manner.  Three of the initial  
directors shall be so designated by AMI (such designees serving  
on the Board of Directors and any successor designees serving on  
the Board of Directors referred to hereby individually as an `AMI  
Designee' and collectively as the `AMI Designees').  The AMI  
Designees, or the remaining AMI Designees if less than three as a  
result of a vacancy, as a special committee of the Board of  
Directors shall select the nominee or nominees to fill any  
vacancy created by the removal, resignation, or death of an AMI  
Designee or the nominees to serve as the AMI Designees included  
as part of the management nominees for election as directors at  
an annual meeting of stockholders.  If there are no AMI Designees  
then serving on the Board of Directors, AMI shall be entitled to  
notify the nominating committee of AMI's nominees to serve on the  
Board of Directors as AMI Designees.  The nominating committee  
shall adopt any such selections as part of its nominations and  
shall only determine nominations for any remaining existing  
vacancies or positions for election at an annual meeting.   
Notwithstanding the foregoing, AMI's right to designate AMI  
Designees hereunder shall (i) be reduced from three to two at  
such time as AMI holds less than twenty percent of the shares of  
the Corporation's common stock outstanding on the date on which  
AMI first becomes a holder of record of shares of the common  
stock (the "Initial Acquisition Date"), (ii) be reduced from two  
to one at such time as AMI holds less than ten percent of the  
Corporation's common stock outstanding on the Initial Acquisition  
Date, (iii) at any time after the second anniversary of the  
Initial Acquisition Date, be reduced to one if at such time AMI  
holds less than fifteen percent of the then outstanding shares of  
the Corporation's common stock, and (iv) terminate at such time  
as AMI holds less than three percent of the Corporation's common  
stock outstanding on the Initial Acquisition Date.  This Section  
3(c) provision may only be amended by the affirmative vote of  
two-thirds or more of the whole Board of Directors or otherwise  
in accordance with the Certificate of Incorporation." 
 
10.9.  SEC and Related Matters. 
 
(a)	New PCI's Registration Statement on Form S-4 (or  
other appropriate and available form) relating to the resale  
of the Transaction Consideration and the Merger shall have  
become effective under the Securities Act, and no stop order  
suspending such effectiveness shall have been initiated or  
threatened by the SEC. 
 
(b)	The registration statements or other filings  
required under applicable blue sky laws shall have become  
effective, and no stop order shall be threatened or in  
effect with respect thereto. 
 
(c)	The Transaction Consideration shall have been  
listed or approved for listing upon notice of issuance by  
the Nasdaq National Market.  
 
10.10.  Opinion of Counsel for Pittencrieff and New PCI.   
Sellers shall have received favorable opinions addressed to it  
and dated as of the Closing, of Gardere & Wynne, L.L.P. (which  
opinions may rely on, or be substituted with, opinions of local  
counsel where appropriate) counsel for Pittencrieff and New PCI,  
and Gardner, Carlton & Douglas, its FCC counsel, substantially in  
the forms of Schedules 10.10(a) and (b) hereto. 
 
10.11.  Tax-Free Reorganization.  The Sellers shall have  
received, at their option, either (i) a favorable private letter  
ruling from the IRS with respect to the tax-free nature of the  
Transaction on the issues as to which a ruling was requested by  
the Sellers; or (ii) an opinion of Sullivan & Worcester, counsel  
to the Sellers, the Partnerships and the Corporations that the  
Transaction qualifies as a tax-free transaction under the Code  
and the rules and regulations thereunder as it relates to the  
Sellers; this condition may be satisfied by the receipt by the  
Sellers of a private letter ruling addressing certain aspects of  
the tax-free nature of the Transaction and an opinion of Sullivan  
& Worcester addressing other issues relating to the tax-free  
nature of the Transaction. 
 
10.12.  No Material Adverse Change; Certificate.  During the  
period from May 3, 1995 to the Closing, there shall not have been  
any material adverse change in the business or financial  
condition of Pittencrieff or New PCI, provided, however, that a  
change that relates to or affects the SMR industry generally  
shall not constitute a material adverse change.  At Closing,  
Pittencrieff shall deliver to Sellers a certificate to such  
effect. 
 
10.13.  Tax Certificates.  Pittencrieff and New PCI shall  
have executed and delivered certificates relating to certain tax  
matters substantially in the form of Schedule 10.13. 
 
10.14.  Consulting Agreements.  New PCI shall have entered  
into consulting or employment agreements with the persons listed  
on Schedule 10.14, such agreements to provide for aggregate  
payments by New PCI for consulting services to all persons listed  
on Schedule 10.14 of $300,000. 
 
10.15.  Pittencrieff Shareholders' Dissenters Rights.  The  
monetary claims of the shareholders of Pittencrieff who exercise  
their dissenters rights with respect to the Merger pursuant to  
Article 5.12 of the Texas Business Corporation Act shall not  
exceed $2,500,000. 
 
11.  Preemptive Rights.  After the Closing, if New PCI proposes  
to offer additional shares of New PCI Common Stock (or securities  
convertible into New PCI Common Stock (the "Offered Shares")),  
New PCI will first offer all such shares to the Sellers, pro  
rata, and to the extent that any Seller declines to acquire all  
or part his pro-rata share of the Offered Shares, the other  
Sellers shall have the right to acquire, pro rata, the Offered  
Shares which were declined; provided that the provisions of this  
Section 11 shall not apply to (i) issuances of New PCI Common  
Stock to Susquehanna Financial Group, Inc. pursuant to a purchase  
and sale agreement dated April 21, 1995, (ii) New PCI Common  
Stock reserved for issuance under Pittencrieff's stock option  
plans, as approved or amended from time to time by the board of  
directors of New PCI, (iii) the exercise of the Bridge Warrants,  
(iv) the exercise of the Susquehanna Warrants, and (v) the  
issuance of warrants, if any, to any Seller or affiliate of any  
Seller at or about the Closing or pursuant to any agreement  
entered into  with New PCI or any Pittencrieff Subsidiary at or  
about the Closing, or the exercise thereof.  
12.  Survival of Representations, Warranties and Agreements.  All  
representations, warranties and agreements of the Sellers, the  
Partnerships, the Corporations, New PCI and Pittencrieff  
contained herein (including all Schedules hereto) or in any  
document, statement, certificate or other instrument referred to  
herein or delivered at the Closing in connection with the  
Transaction shall survive for eighteen months following the  
Closing; provided, however, the limitation of the period of  
survival to eighteen months shall not apply to the  
representations and warranties contained in Sections 3.8, 3.12,  
3.19, 4.5, 4.9, 4.17, 5.6, 5.10 and 5.17, which representations  
and warranties shall survive until the expiration of any and all  
applicable statutes of limitation periods.  Notwithstanding the  
foregoing, the provisions of Sections 7.12, 8.15, 10.13 and 11  
and shall survive the Closing without limitation and the  
provisions of Sections 7.8 and 7.9 shall survive the Closing for  
a period of two years. 
 
13.  Indemnities. 
 
13.1.  Indemnities of Sellers.  The Note Seller, severally,  
and all of the other Sellers, jointly and severally, agree to  
indemnify and hold harmless Pittencrieff and New PCI and their  
officers, directors, employees and agents against and in respect  
of all Pittencrieff Losses of such indemnified party.  The term  
"Pittencrieff Losses" of an indemnified party shall mean all  
liabilities, judgments, assessments, losses, fines, penalties,  
costs (including reasonable attorney's fees and disbursements),  
damages and expenses arising out of or in respect of (x) a breach  
of any representation, warranty or covenant made by the Sellers,  
the Partnerships or the Corporations in this Agreement and any  
liability for Taxes or for liabilities arising under ERISA, in  
either case that are attributable to the Sellers, the  
Corporations, the Partnerships or any of their affiliates for  
periods prior to the Closing, notwithstanding any disclosure made  
in any Schedule to this Agreement relating thereto; or (y) any  
inaccuracy or misrepresentation in any Schedule to this Agreement  
or in any certificate delivered by the Sellers at Closing; or (z)  
any claim or action asserted by any third party arising out of or  
in connection with any event, act or omission occurring prior to  
the Closing in connection with the Sellers' Partnerships' or  
Corporations' conduct of business prior to the Closing.  If and  
when any Pittencrieff Losses shall have been finally determined  
under this Section 13, Sellers shall, if pursuant to a third  
party action, pay to any third party that part of the  
Pittencrieff Losses due to such third party and, if the  
indemnified party has incurred any portion of the Pittencrieff  
Losses, pay to the indemnified party such portion in  
reimbursement thereof.  In no event shall there by any  
duplication of payment of the Pittencrieff Losses.   
Notwithstanding the foregoing, the indemnification obligations  
hereunder with respect to the San Diego Systems shall be solely  
the obligation of AMI. 
 
13.2.  Certification of Loss of New PCI or Pittencrieff.  If  
New PCI or Pittencrieff is of the opinion that any Pittencrieff  
Loss has occurred or will or may occur, one of them shall  
promptly notify the Sellers of such Pittencrieff Loss, and each  
such notice shall specify the circumstances of such asserted  
Pittencrieff Loss. 
 
13.3.  New PCI Indemnity.    
 
New PCI agrees to indemnify and hold harmless the Sellers  
and their officers, directors, employees and agents against and  
in respect of all Seller Losses of such indemnified party.  The  
term "Seller Losses" shall mean the sum of (i) all liabilities,  
judgments, assessments, losses, fines, penalties, costs  
(including reasonable attorney's fees and disbursements), damages  
and expenses arising out of or in respect of (w) a breach of any  
representation, warranty or covenant made by Pittencrieff or New  
PCI in this Agreement, (x) any inaccuracy or misrepresentation in  
any Schedule to this Agreement or in any certificate delivered by  
Pittencrieff or New PCI at Closing, (y) any claim or action  
asserted by any third party arising out of or in connection with  
any event act or omission occurring prior to the Closing in  
connection with Pittencrieff's or any Pittencrieff Subsidiary's  
conduct of business prior to the Closing, or (z) any liability  
for Taxes arising out of the Liquidation and the Exchange, each  
as defined under the heading "Certain Relationships and Related  
Transactions--Exchange of PCI Common Stock" in the preliminary  
Prospectus/Proxy Statement dated August 28, 1995, prepared by  
Pittencrieff and New PCI in connection with the Transaction; plus  
(ii) such indemnified party's Indemnity Percentage of the  
amounts, liabilities, claims and other amounts determined  
pursuant to clauses (w), (x), (y) and (z) above.   
 
(a)	If and when any Seller Losses shall have been  
finally determined under this Section 13, New PCI shall if  
pursuant to a third party action, pay to any third party that  
part of the Seller Losses due to such third party and, if the  
indemnified party has incurred any portion of the Seller Losses,  
pay to the indemnified party such portion in reimbursement  
thereof.  In no event shall there be any duplication of payment  
of the Seller Losses.  Within five business days after the date  
when payment of the Seller Losses is to be made by New PCI  
hereunder, New PCI shall pay each indemnified person its  
Indemnity Percentage of the Seller Losses. 
 
(b)	An indemnified person's "Indemnity Percentage"  
shall mean a fraction (expressed as a percentage), the numerator  
of which is the number of shares of New PCI Common Stock held by  
such person on the date when payment of Seller Losses is to be  
made hereunder plus (i) the number of shares issuable upon the  
exercise in full of any warrants to purchase New PCI Common  
Stock, if any, and (ii) any equity securities of New PCI issued  
pursuant to Section 11 hereof held by such person on the date of  
payment of the claim under this Section 13 (whether or not  
exercised), in each case as adjusted to reflect any stock splits,  
stock dividends or other recapitalizations and the denominator of  
which is the number of shares of New PCI Common Stock outstanding  
plus the number of shares of New PCI Common Stock issuable upon  
the exercise in full of any such warrants which have not then  
been exercised. 
 
13.4.  Certification of Seller Losses.  If any of the  
Sellers is of the opinion that any Seller Losses has occurred or  
will occur, such Seller shall promptly notify New PCI and  
Pittencrieff of such Seller Losses, and each such notice shall  
specify the circumstances of such asserted Seller Losses. 
 
13.5.  Limitation on Liability of Sellers.  Notwithstanding  
any other provision hereof, (i) the Sellers shall have liability  
under this Section 13 in respect of Pittencrieff Losses only to  
the extent that the aggregate of all Pittencrieff Losses exceeds  
$500,000, and (ii) Sellers shall have no liability under this  
Section 13 in respect of Pittencrieff Losses in excess of  
$12,000,000 in the aggregate. 
 
13.6.  Limitation on Liability of Pittencrieff and New PCI.   
Notwithstanding any other provision hereof, (i) Pittencrieff and  
New PCI shall have liability under this Section 13 in respect of  
Seller Losses only to the extent that the aggregate of all Seller  
Losses exceeds $500,000, and (ii) Pittencrieff and New PCI shall  
have no liability under this Section 13 in respect of Seller  
Losses in excess of $14,000,000 in the aggregate.   
 
13.7.  Third Party Actions.  If any claim is made, suit is  
brought or tax audit or other proceeding instituted against an  
indemnified party that involves or appears reasonably likely to  
involve either Pittencrieff Losses or Seller Losses, as the case  
may be, the indemnified party will, promptly after receipt of  
notice of any such claim, suit or proceeding for which  
indemnification may be sought, notify the indemnifying party of  
the commencement thereof.  The indemnified party (at its expense,  
unless a conflict exists such that the parties cannot be  
represented by the same counsel, in which event the indemnifying  
party shall pay for one counsel for the indemnified party) shall  
have the right and shall be given the opportunity to associate  
with the indemnifying party in the defense of such claim, suit or  
proceeding, provided that counsel for the indemnifying party  
shall act as lead counsel in all matters pertaining to the  
defense or settlement of such claim, suit or proceeding, and the  
indemnifying party shall have control of such claim, suit or  
proceeding, including the right to settle such claim, suit or  
proceeding without the consent of the indemnified party.  An  
indemnified party shall not, except at its own cost, make any  
settlement with respect to any such claim, suit or proceeding  
without the prior consent of the indemnifying party, which  
consent shall not be unreasonably withheld.  If an indemnified  
party determines to settle any such claim, suit or proceeding  
without the prior consent of the indemnifying party, the  
indemnifying party shall have no further indemnification  
obligations under this Section 13 with respect to such claim,  
suit or proceeding.  Notwithstanding anything in this Section  
13.7 to the contrary, if the indemnifying party, by the fifteenth  
day after its receipt of notice of any such claim, suit or  
proceeding (or, if earlier, by the fifth day preceding the day on  
which an answer or other pleading must be served in order to  
prevent judgment by default in favor of the person asserting such  
claim), does not notify the indemnified party that it has  
undertaken to defend against such claim, the party to be  
indemnified will have the right, but not the obligation, to  
undertake the defense, compromise or settlement of such claim on  
behalf of and for the account and risk of the indemnifying party  
and at the indemnifying party's expense, subject to the right of  
the indemnifying party to assume the defense of such claims at  
any time prior to settlement, compromise or final determination  
thereof.  In such event, the indemnified party will notify the  
indemnifying party of any proposed settlement no later than three  
days before such settlement is effected. 
 
14.  Termination.  This Agreement may be terminated by the  
parties as set forth in this Section 14: 
 
(a)	at any time by the mutual written consent of  
Pittencrieff and AMI; 
 
(b)	by Pittencrieff if the conditions set forth in  
Section 9 shall not have been complied with or performed and  
such noncompliance or nonperformance shall not have been  
cured or eliminated by the Sellers, Partnerships and Selling  
Stockholders by February 28, 1996; 
 
(c)	by the Sellers, Partnerships and Corporations, if  
the conditions set forth in Section 10 shall not have been  
complied with or performed and such noncompliance or  
nonperformance shall not have been cured or eliminated by  
New PCI and Pittencrieff by February 28, 1996; or 
 
(d)	by AMI on the one hand, or by Pittencrieff, on the  
other, if there shall have been a breach of any  
representation, warranty, covenant or agreement on the part  
of the others set forth or contemplated by this Agreement,  
which breach shall not have been cured, in the case of a  
representation or warranty, prior to the Closing, or in the  
case of a covenant or agreement, within twenty business days  
following receipt by the breaching party of notice of such  
breach; provided, however, that the terminating party may  
not terminate its obligations under this Agreement if such  
terminating party is in continuing breach of  this Agreement  
in any material respect. 
 
Notwithstanding any termination of this Agreement pursuant  
to this Section 14, the provisions of Sections 7.10, 8.10 and 15  
shall remain in full force and effect. 
 
15.  Expenses.  Except as otherwise agreed to in writing by AMI  
and Pittencrieff, the Sellers shall assume and bear all of their  
respective expenses, costs and fees incurred or assumed by them  
in the preparation and execution of this Agreement and compliance  
herewith, whether or not the Transaction shall be consummated.   
Except as otherwise agreed to in writing by AMI and Pittencrieff,  
New PCI and Pittencrieff shall assume and bear all of their  
respective expenses, costs and fees incurred or assumed by them  
in connection with the preparation and execution of this  
Agreement and compliance herewith, whether or not the Transaction  
shall be consummated.   
 
16.  Appointment of Agent.  Each Seller, Partnership and  
Corporation hereby appoints AMI as its attorney-in-fact to act  
for it in connection with Transaction and all decisions relating  
thereto.  Each Seller, Partnership and Corporation hereby agrees  
that AMI may take any action on its behalf in connection with  
this Agreement, including without limitation waiving any of the  
conditions to Closing set forth in Section 10. 
 
17.  Entire Agreement; Assignability.  This Agreement, together  
with the schedules and exhibits hereto, and the letter agreement  
dated May 3, 1995, as amended, among the Sellers and Pittencrieff  
relating to the payment under certain circumstances of a so- 
called "break-up" fee and the letter agreement dated the date  
hereof relating to the payment of expenses constitutes the entire  
agreement between the parties hereto pertaining to the subject  
matter hereof and supersedes all prior and contemporaneous  
agreements, understandings, negotiations and discussions, whether  
oral or written, of the Parties, and there are no warranties,  
representations or other agreements between the Parties in  
connection with the subject matter hereof except as specifically  
set forth herein.  This Agreement may not be assigned by any of  
the Parties without the prior written consent of all of the other  
Parties; provided, however, that AMI may assign all of its rights  
and obligations under this Agreement to FMR Corp. or to any  
entity that is directly or indirectly owned by FMR Corp. 
 
18.  Amendment.  This Agreement may be amended by the parties  
hereto at any time, but only by an instrument in writing duly  
executed and delivered on behalf of each of New PCI and  
Pittencrieff  and AMI as agent acting pursuant to the authority  
granted to AMI pursuant to Section 16 for the Sellers,  
Partnerships and Corporations.  
 
19.  Headings.  Section headings are not to be considered part of  
this Agreement and are included solely for convenience and are  
not intended to be full or accurate descriptions of the contents  
thereof.  References to Sections are to portions of this  
Agreement unless the context requires otherwise. 
 
20.  Exhibits, etc.  Exhibits and schedules and other documents  
referred to in this Agreement are an integral part of this  
Agreement. 
 
21.  Successors and Assigns.  All of the terms and provisions of  
this Agreement shall be binding upon and shall inure to the  
benefit of the parties hereto and their respective transferees,  
successors and permitted transferees and assigns. 
 
22.  Notices, etc.  All notices, requests, demands and other  
communications hereunder shall be in writing and shall be deemed  
to have been duly given on the date of delivery if delivered or  
mailed, first-class postage prepaid, 
 
(a)	if to any of the Sellers, Partnerships or  
Corporations:  c/o Advanced MobileComm, Inc., 82 Devonshire  
Street, Boston, MA 02109, Attention:  George K. Hertz,  
President and David C. Weinstein, Esq.), with a copy (which  
shall not constitute notice) to Karen L. Linsley, Esquire,  
Sullivan & Worcester, One Post Office Square, Boston, MA  
02109; and 
 
(b)	if to New PCI or  Pittencrieff:  Pittencrieff  
Communications, Inc., Post Office Box 6088, One Village  
Drive, Suite 500, Abilene, Texas 79608, Attention:  Warren  
Harkins, President and C.G. Whitten, Senior Vice President  
and General Counsel, with a copy (which shall not constitute  
notice) to Randall G. Ray, Esquire, Gardere & Wynne, L.L.P.,  
1601 Elm Street, Suite 3000, Dallas, TX 75201. 
 
23.  Accounting Terms.  All accounting terms not otherwise  
defined herein have the meanings assigned to them in accordance  
with GAAP. 
 
24.  Governing Law.  This Agreement and the rights and  
obligations of the parties hereto arising out of this Agreement  
shall be governed by and construed in accordance with the laws of  
the State of Texas without regard to the internal conflict of law  
provisions thereof. 
 
25.  Severability.  The provisions of this Agreement are  
severable, and if any one or more provisions are deemed illegal  
or unenforceable, the remaining provisions shall remain in full  
force and effect. 
 
26.  Counterparts.  This Agreement may be executed in any number  
of counterparts, each of which shall be deemed an original, but  
all of which together shall constitute one and the same  
instrument. 
 
IN WITNESS WHEREOF, the parties hereto have duly executed  
this Agreement as of the day and year first above written. 
 
PITTENCRIEFF COMMUNICATIONS, INC., 
a Texas corporation 
 
By:____________________________________ 
Name: 
Title: 
 
PITTENCRIEFF COMMUNICATIONS, INC., 
a Delaware corporation 
 
By:____________________________________ 
Name: 
Title: 
 
PARTNERSHIPS: 
 
ADVANCED MOBILECOMM OF TEXAS, L.P. 
 
By:	Metroplex Mobile Communications,  
Inc., 
General Partner, 
 
By:_______________________________ 
Name: 
Title: 
 
ADVANCED MOBILECOMM SOUTHWEST 
LIMITED PARTNERSHIP 
 
By:	Advanced MobileComm Southwest Corp. 
(d/b/a Mobile America Corp.),  
General Partner 
 
By:_______________________________ 
Name: 
Title: 
 
CORPORATIONS: 
 
FFC COMMUNICATIONS, INC. 
 
By:_______________________________ 
Name: 
Title: 
 
VIKING AMUSEMENT CORPORATION 
d/b/a Empire Mobile Communications  
 
 
By:_______________________________ 
Name: 
Title: 
 
BAYOU COMMUNICATIONS, INC. 
 
 
By:_______________________________ 
Name: 
Title: 
 
CONFIDENTIAL COMMUNICATIONS 
CORPORATION 
 
 
By:_______________________________ 
Name: 
Title: 
 
A&D MOBILE SYSTEMS, INC. 
 
 
By:_______________________________ 
Name: 
Title: 
 
D&E COMMUNICATIONS, INC. 
 
 
By:_______________________________ 
Name: 
Title: 
 
GULF STATES TOWERS, INC. 
 
 
By:_______________________________ 
Name: 
Title: 
 
 
 
METROPLEX MOBILE COMMUNICATIONS, INC. 
 
 
By:_______________________________ 
Name: 
Title: 
 
ADVANCED MOBILECOMM SOUTHWEST CORP. 
 
 
By:_______________________________ 
Name: 
Title: 
 
SYSTEM SELLERS: 
 
 
____________________________________ 
Royce Witte, for himself and doing  
business 
as Mobitel Communications Services, and 
Range Unlimited and as authorized agent  
for 
Trunked Mobile Radio Systems 
 
 
By:_________________________________ 
Name: 
Title: 
 
ADVANCED MOBILECOMM, INC. 
 
 
By:_________________________________ 
Name: 
Title: 
 
SELLING STOCKHOLDERS: 
 
 
__________________________________ 
Royce Witte 
 
 
__________________________________ 
Nels Kjorvestad 
 
 
__________________________________ 
Mary Kjorvestad 
 
 
__________________________________ 
John David Bell 
 
 
__________________________________ 
James Alan Bell 
 
 
 
 
 
 
 
__________________________________ 
John A. Holley 
 
ADVANCED MOBILECOMM, INC. 
 
 
By:_______________________________ 
Name: 
Title: 
 
 
__________________________________ 
David E. Weisman, Individually 
and as Trustee 
 
 
__________________________________ 
Alan S. Tilles 
 
 
__________________________________ 
Richard Meyer 
 
 
__________________________________ 
Jean Meyer 
 
NOTE SELLER: 
 
 
__________________________________ 
J. R. Bell 
 
	TABLE OF CONTENTS 
 
 
1.  The Transaction	2 
1.1.  Determination of Transaction Consideration	2 
1.2.  Adjustments to Transaction Consideration	2 
1.3.  Closing	3 
 
2.  Purchase and Sale of Assets; Assumption of Liabilities	3 
2.1.  Sale of Assets	3 
2.2.  Excluded Assets	4 
2.3.  Assumption of Certain Liabilities	5 
 
3.  Representations and Warranties Regarding the Corporations,  
Partnerships and the Selling Stockholders	5 
3.1.  Entity Status	5 
3.2.  Subsidiaries; Affiliates	6 
3.3.  Capitalization of Corporations	6 
3.4.  Capitalization of Partnerships	6 
3.5.  Authority for Agreement; No Violation	7 
3.6.  Financial Statements	8 
3.7.  Absence of Changes	8 
3.8.  Taxes	10 
3.9.  Properties	11 
3.10.  Material Contracts	11 
3.11.  Assets of Corporations and Partnerships	12 
3.12.  Employee Benefit Matters	12 
3.13.  Site Rental Agreements	15 
3.14.  Insurance	15 
3.15.  Litigation	15 
3.16.  FCC Regulatory Matters	15 
3.17.  Brokers, Finders, etc	18 
3.18.  Compensation	18 
3.19.  Environmental and Other Matters	18 
3.20.  Disclosure	19 
 
4.  Representations and Warranties Regarding the System Sellers	19 
4.1.  Entity Status	19 
4.2.  Authority for Agreement; No Violation	20 
4.3.  Financial Statements	20 
4.4.  Absence of Changes	21 
4.5.  Taxes	22 
4.6.  Properties	23 
4.7.  Material Contracts	23 
4.8.  Assets of System Sellers	24 
4.9.  Employee Benefit Matters	24 
4.10.  Site Rental Agreements	26 
4.11.  Insurance	26 
4.12.  Litigation	27 
4.13.  FCC Regulatory Matters	27 
4.14.  Brokers, Finders, etc	30 
4.15.  Compensation	30 
4.16.  Environmental and Other Matters	30 
4.17.  Disclosure	30 
 
4A.  Representations and Warranties of the Note Seller	30 
4A.1.  Authority for Agreement; No Violation	31 
4A.2.  Title	31 
 
5.  Representations and Warranties Regarding Pittencrieff and the  
Pittencrieff Subsidiaries	31 
5.1.  Entity Status	31 
5.2.  Pittencrieff Subsidiaries and Affiliates	31 
5.3.  Capitalization	32 
5.4.  Authority for Agreement; No Violation	32 
5.5.  Absence of Changes	33 
5.6.  Taxes	34 
5.8.  Material Contracts	35 
5.9.  Assets of Pittencrieff and Pittencrieff  
Subsidiaries	36 
5.10.  Employee Benefit Matters	37 
5.11.  Site Rental Agreements	39 
5.12.  Insurance	39 
5.13.  Litigation	39 
5.14.  FCC Regulatory Matters	39 
5.15.  Brokers, Finders, etc	43 
5.16.  Compensation	43 
5.17.  Environmental and Other Matters	43 
5.18.  SEC Reports	43 
5.19.  Disclosure	44 
 
5A.  Representations and Warranties Regarding New PCI	44 
5A.1.  Entity Status	44 
5A.2.  Capitalization	44 
5A.3.  Authority for Agreement; No Violation	45 
 
6.  FCC Approval	45 
 
7.  Covenant of Sellers	46 
7.1.  Preparation for Closing	46 
7.2.  Conduct of Business	46 
7.3.  Delivery of Channels	47 
7.4.  Acquisition of Licenses	47 
7.5.  SEC Registration	47 
7.6.  Antitrust Filing	47 
7.7.  Access and Information	47 
7.8.  Lock-Up Provisions	47 
7.9.  Non-Competition	48 
7.10.  Public Announcements	48 
7.11.  No Solicitation by the Sellers, Partnerships  
and Corporations	48 
7.12.  Further Assurances	48 
 
8.  Covenants of Pittencrieff	49 
8.1.  Preparation for Closing	49 
8.2.  Conduct of Business	49 
8.3.  Registration Statement	50 
8.4.  Nasdaq Listing	50 
8.5.  Antitrust Filing	50 
8.6.  Delivery of Channels	50 
8.7.  Acquisition of Licenses	50 
8.8.  Access and Information	51 
8.9.  Public Announcements	51 
8.10.  No Solicitation by Pittencrieff	51 
8.11.  Securities Laws Acknowledgment	51 
8.12.  Bulk Transfers Laws	51 
8.13.  Disposition of Certain Assets	51 
8.14.  Certain Employees	52 
8.15.  Registration Statement	52 
 
9.  Conditions Precedent to New PCI's and Pittencrieff's  
Obligations	52 
9.1.  Representations and Warranties; Certificate	52 
9.2.  Consents	52 
9.3.  FCC Licenses	52 
9.4.  Transfer of Minimum Channels	52 
9.5.  Pittencrieff Stockholder Approval	53 
9.6.  New PCI Stockholder Approval	53 
9.7.  Anti-Trust Matters	53 
9.8.  Resignation of the Corporations Directors and  
Officers	53 
9.9.  Delivery of Stock Certificates and Other  
Documents	53 
9.10.  Performance by the Sellers, the Partnerships  
and the Corporations; Certificate	54 
9.11.  Opinions of Counsel for the Sellers,  
Partnerships and Corporations	54 
9.12.  Tax Opinion	54 
9.13.  No Material Adverse Change; Certificate	54 
9.14.  Absence of Litigation	54 
9.15.  Pittencrieff Shareholders' Dissenters Rights	54 
9.16.  Tax Certificates	54 
9.17.  SEC and Related Matters	55 
 
10.  Conditions Precedent to the Obligations of the Sellers,  
Partnerships and the Corporations	55 
10.1.  Representations and Warranties; Certificate	55 
10.2.  Consents	55 
10.3.  FCC Approval	55 
10.4.  Pittencrieff Merger; Transfer of Minimum  
Channels	55 
10.5.  Performance of New PCI and Pittencrieff;  
Certificate. 	56 
10.6.  Absence of Litigation	56 
10.7.  Board of Directors Representation; Committees	56 
10.8.  New PCI By-Law Provisions	56 
10.9.  SEC and Related Matters	57 
10.10.  Opinion of Counsel for Pittencrieff and New  
PCI	58 
10.11.  Tax-Free Reorganization	58 
10.12.  No Material Adverse Change; Certificate	58 
10.13.  Tax Certificates	58 
10.14.  Consulting Agreements	58 
10.15.  Pittencrieff Shareholders' Dissenters Rights	58 
 
11.  Preemptive Rights	58 
 
12.  Survival of Representations, Warranties	59 
 
13.  Indemnities	59 
13.1.  Indemnities of Sellers	59 
13.2.  Certification of Loss of New PCI or  
Pittencrieff	60 
13.3.  New PCI Indemnity	60 
13.4.  Certification of Seller Losses	61 
13.5.  Limitation on Liability of Sellers	61 
13.6.  Limitation on Liability of Pittencrieff and  
New PCI	61 
13.7.  Third Party Actions	61 
 
14.  Termination	62 
 
15.  Expenses	62 
 
16.  Appointment of Agent	62 
 
17.  Entire Agreement; Assignability	63 
 
18.  Amendment	63 
 
19.  Headings	63 
 
20.  Exhibits, etc	63 
 
21.  Successors and Assigns	63 
 
22.  Notices, etc	63 
 
23.  Accounting Terms	64 
 
24.  Governing Law	64 
 
25.  Severability	64 
 
26.  Counterparts	64