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                                                                   EXHIBIT 10.16

                                                                    CONFIDENTIAL

                                                           |__| Collins' Copy
                                                           |__| Company's Copy

                               FIFTH AMENDMENT TO
                              EMPLOYMENT AGREEMENT

To WILLIAM L. COLLINS, III:

By signing below, you agree to an amendment (the "Amendment") to your Employment
Agreement with Metrocall, Inc. (the "Company") dated as of May 15, 1996 (the
"Employment Agreement") as previously amended. The Fifth Amendment is effective
as of April 1, 2001.

         New language in the Employment Agreement is shown as amended:

         Section 8(d)(v), as amended, reads:

                           "(v) the termination of employment of either Steven
                           D. Jacoby or Vincent D. Kelly (I) by the Company
                           without "Cause," or (II) by Jacoby or Kelly for "Good
                           Reason" as that term is defined and applied in their
                           respective employment agreements."

         The Employment Agreement, except as amended and modified above, remains
in effect.

                                       METROCALL, INC.



Date:                        By:      /s/ FRANCIS A. MARTIN, III
    --------------              ------------------------------------------------
                                       Francis A. Martin, III
                                       Chairman of the Compensation Committee


Date:                        By:       /s/ William L. Collins, III
    --------------              ------------------------------------------------
                                       William L. Collins, III