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                                                                   EXHIBIT 10.11

                                                                   [LOGO OF CUE]

                            DISTRIBUTION AGREEMENT

This Agreement is made and entered into between CUE Paging Corporation, a 
Delaware corporation, with its principal offices at 5 Corporate Park, Irvine, 
California, 92606 ("CUE"), and Skysite Comm. Corp, with its principal place of 
business at 11500 Sherman Way, North Hollywood, CA 91605 ("Distributor").

Whereas CUE is engaged in the business of providing communication services; and

Whereas Distributors wishes to purchase Airtime and Pagers from CUE to offer 
paging services.

Now therefore, in consideration of the foregoing and the representations and 
warranties contained in this Agreement, the parties agree as follows:

1.   SERVICE AREA. CUE grants to Distributor the non-exclusive right to purchase
     Airtime and pagers from CUE for the purpose of providing paging service in
     the Service Area specified in Schedule "A".

2.   REGIONAL PAGING DEFINITION. Regional paging coverage is defined in Schedule
     "B".

2.1  PAGING DEFINITION. Airtime purchased pursuant to this Agreement may be used
     only for personal messaging services to CUE pagers and may not be used for
     data services. Capacity for data services must be purchased pursuant to the
     CUE Data Distribution Agreement.

3.   SERVICE ESTABLISHMENT. Distributor agrees to pay to CUE a fee of $6.00 each
     time a Distributor activities a pager.

4.   SUPPLY OF PAGERS. CUE agrees to supply Distributor with pagers which
     operate on the CUE Network at prices specified in Schedule "B", F.O.B.
     Irvine, California.

4.1  PAYMENT FOR PAGERS. Pagers shall be shipped against a letter of credit, 
     check , credit card or C.O.D.

5.   PRICES. All prices referred to in this Agreement and the exhibits hereto,
     are stated in terms of United States Dollars, F.O.B. Irvine, California,
     USA.

6.   SUPPLY OF AIRTIME. CUE agrees to supply Distributor with airtime at prices 
     specified in Schedule "B".

7.   PAYMENT FOR AIRTIME. Airtime charges shall be billed monthly in advance
     and payment shall be due thirty (30) days after the bill is rendered.
     Interest will accrue at the rate of one and three-quarters percent (1-3/4%)
     per month (or the maximum permitted by law, whichever is lower) upon any
     unpaid amounts beginning thirty (30) days after invoice date.

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7.1  If Distributor fails to pay for airtime within the above terms, CUE will
     cease activation of any new pagers and swaps.

8.   PRICE INCREASES. The prices CUE charges for equipment, airtime and other
     services provided under this Agreement may be increased on 30 days written
     notice.

9.   VOICE MAIL SERVICES.  Distributor may purchase the Voice Mail Services 
     described in Schedule "C" on the terms and conditions stated therin.

10.  GOVERNMENT REGULATIONS.  Services provided under this Agreement by both
     parties shall be in accordance with all applicable rules and regulations
     of the Federal Communications Commission and any other applicable
     Regulatory Commission.

11.  SERVICE.  Each party shall make reasonable efforts to provide continuous,
     uninterrupted and errorless services to the other hereunder, but in no
     event shall the providing party be liable to the receiving party for
     damages incurred by it or its subscribers on account of any failure to
     provide such services.

12.  NO REPRESENTATION OR WARRANTIES.  Distributors shall not make any
     representation or warranties, either expresses or implied in regard to the
     nationwide and regional services or pagers provided by CUE hereunder. The
     nationwide and regional services and/or pagers shall carry only such
     warranties as shall be provided in writing by CUE. CUE MAKES NO WARRANTIES,
     EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO MERCHANTABILITY OR
     FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE NATIONWIDE AND
     REGIONAL SERVICES OR THE PAGERS PROVIDED HEREUNDER.

13.  INDEPENDENT CONTRACTORS.  The respective parties hereto are independent
     contractors and nothing herein shall be deemed to create a relationship of
     partnership, joint venture, principal and agent or franchisee. This
     Agreement does not entitle either party to make commitments of any kind for
     the account of the other party as agent or otherwise or to assume or create
     any obligations, expressed or implied, on behalf of the other party, or to
     bind the other party in any respect and each party agrees to and will
     indemnify and hold the other party harmless in this regard.

14.  LIMITATION ON LIABILITY.  In no event shall CUE's aggregate liability
     arising under this Agreement or relating to any services or other subject
     matter of this Agreement exceed the amount paid by Distributors to CUE
     under this Agreement regardless of the form of any claim or action
     asserted against CUE. In no event shall CUE be liable for any
     consequential, special, indirect or punitive damages, even if CUE has been
     advised of the possibility thereof.

15.  TERMINATION. If Distributor violates any provisions of this Agreement, or
     fails to perform, any obligations hereunder and if upon being given written
     notice by CUE of such violations, Distributor does not correct any such
     violations, within thirty (30) days, CUE will have the right to cancel
     this Agreement.
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15.1  If CUE violates any provision of this Agreement or fails to perform any
      obligations hereunder and if upon being given written notice by
      Distributor of such violations CUE does not correct any such violation
      within thirty (30) days, then Distributor shall have the right to cancel
      this Agreement.

15.2  Notwithstanding the above, the Agreement shall automatically terminate, at
      the option of CUE, if:

      (a)  The Distributor becomes insolvent or makes an assignment for the
      benefit of creditors, or application for, consent to, or sufferance of the
      appointment of a trustee, receiver or similar officer for a significant
      portion of their respective property or assets, or commencement of any
      proceeding by or against either party seeking reorganization,
      rehabilitation, liquidation or other relief under the bankruptcy,
      insolvency or similar debtor-relief statutes under the laws of the United
      States or any state thereof, as now existing or hereafter amended;

      (b)  Payment due to CUE for pagers or airtime remains unpaid thirty (30) 
      days after such payment is due;

15.3  Upon termination of this Agreement by Distributor, Distributor shall have
      the obligation to make payment to CUE for airtime charges, services
      rendered and equipment furnished by CUE to the Distributor through the
      date of termination.

15.4  Upon the termination of this Agreement by CUE, CUE may terminate its
      services. Should CUE terminate its services, in no event shall CUE be
      liable, either in tort, equity, contract or otherwise, for (i) loss of
      use, revenue or profits; (ii) costs of capital or of substitute use of
      performance; (iii) direct, indirect, incidental, special or consequential
      damages; or (iv) any other loss or claim for any similar types of damages
      to Distributor's subscribers or to any other third parties.

15.5  In the event a petition for relief in bankruptcy is filed by or against
      Distributor, Distributor shall pay CUE all post-petition charges according
      to the terms of this Agreement. If at any time prior to assumption of this
      Agreement by Distributor pursuant to Section 365 or other applicable
      provisions of the Bankruptcy Code, Distributor defaults in making any
      payment when due for post-petition charges, CUE may give notice to
      Distributor to cure such defaults and to provide assurance of due
      performance of Distributor's obligations under the terms of this
      Agreement. Such adequate assurance of due performance shall be the payment
      by Distributor of a deposit with CUE equal to two months' average charges
      under this Agreement based on the charges to Distributor in the preceding
      six (6) months period. Distributor and CUE agree that upon the expiration
      of fifteen (15) days from the receipt of the notice, if Distributor has
      not cured such defaults and provided adequate assurance of performance,
      CUE may suspend and discontinue all administrative activity otherwise
      provided to Distributor under this Agreement until such time as the
      defaults are cured and adequate assurance of performance is furnished by
      Distributor. Distributor further agrees to consent to a Motion for Relief
      from Stay under 11 U.S.C. 362 to permit CUE to exercise its right of
      termination hereunder. Distributor and CUE further agree that if
      Distributor defaults in paying any post-petition charge when due and if
      the default is not cured within fifteen (15) days from the receipt of the

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     notice, CUE's rights under this Agreement will be adequately protected only
     by Distributor's curing such defaults and providing adequate assurance of
     due performance as more fully set forth above. Finally, following
     assumption of the Agreement by Distributor, CUE shall have all rights and
     remedies provided by the Agreement.

16.  NOTICES. All notices and other communications hereunder shall be in writing
     and shall be deemed given if delivered personally or by certified mail,
     return receipt requested, or mailed to the parties at the following
     addresses:

     If to Distributor:     Company:        Skysite Comm. Corp
                                            ------------------------------------
                            Attention:      SUSAN LEWIS
                                            ------------------------------------
                            Address:        11500 Sherman Way, North Hollywood 
                                            ------------------------------------
                                            CA 91605
                                            ------------------------------------
                            Telephone No.   818-759-7483
                                            ------------------------------------
                            Fax No.         818-759-6999
                                            ------------------------------------

                            Fed. Tax ID No. 95-4553968
                                            ------------------------------------

If to CUE:                  CUE Paging Corporation
                            Attention: President
                            5 Corporate Park
                            Irvine, California 92606
                            Fax No. (714) 833-9336


17.  ASSIGNMENT. This Agreement and the rights granted may not be assigned or 
     transferred in whole or in part by Distributor without prior written
     consent of CUE. This Agreement shall be binding upon and adhere to the
     benefit of the parties hereto and their approved successors and assigns.

18.  SEVERABILITY. If any of the provisions contained in this Agreement are 
     deemed invalid, illegal or unenforceable in any respect, the validity,
     legality and enforceability of the remaining provisions contained herein
     shall not in any way be affected or impaired hereby.

19.  MISCELLANEOUS. This Agreement, including all amendments, and schedules:

     (a) constitutes the entire Agreement between the parties pertaining to the
     subject matter hereof and supersedes all prior agreements and
     understandings, both written and oral. Any variation of this Agreement must
     be made in writing and signed by both CUE and Distributor;

     (b) except as expressly stated herein, is not intended to and shall not
     confer upon any other person any rights or remedies hereunder or otherwise
     with respect to the subject matter hereof; and

     (c) shall be governed by the laws of the State of California.

20.  FORCE MAJEURE. CUE shall not be responsible for any delay (whether material
     or not) or failure in performance or other duties hereunder due to any
     occurrence commonly

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    known as force majeure, including, without limitation, acts of God, any
    governmental body (de jure or de facto) or public enemy, riots, embargoes,
    strikes, or other concerted acts of workmen (whether of CUE or others),
    casualties or accidents, deliveries or transportations and shortage of cars,
    trucks, fuel, power, labor, or materials, or any other causes,
    circumstances, or contingencies within or without the United States of
    America, whether of a similar or dissimilar nature to the foregoing, beyond
    CUE's control, wich prevent or hinder the transmission of Services or
    performance by CUE or any of its obligations hereunder.

    CUE shall give Distributor notice in the event of any one or more of the
    foregoing occurrences. Upon such notice, CUE may cancel or delay performance
    hereunder for so long as such performance is delayed by such occurrence or
    occurrences and in such event CUE shall have no liability to Distributor or
    its users.

21. PARTIES' STATUS. Distributor is an independent contractor. Neither party is
    authorized to act as an agent for, or legal representative of, the other
    party nor shall either party have authority to assume or create any
    obligation on behalf of, in the name of, or binding upon, the other party.
    Distributor shall not represent itself as an agent of CUE.

22. NON-EXCLUSIVE ARRANGEMENT. Distributor recognizes and agrees that CUE and
    its Affiliates will be marketing and providing the services to other
    Distributors and/or entities and directly to subscribers in the Services
    Area covered by this Agreement. CUE may, at its sole discretion, add other
    Distributors into such Services Area and directly solicit subscribers in
    such Service Area.

23. NON-CONFLICT. Distributor warrants that no obligation provided for herein is
    in conflict with any other contractual obligation of Distributor with any
    third party.

24. ARBITRATION. If during the term of this Agreement any dispute arises as to
    is interpretation or enforcement, the parties shall try to resolve the
    dispute in a good faith, expeditious and amicable manner. If the parties are
    unsuccessful, however, the parties waive all rights to litigation and agree
    to submit the dispute to binding arbitration under the rules and regulations
    of the American Arbitration Association. The site of the arbitration shall
    be CUE's offices in Irvine, California. Judgement shall be entered upon the
    arbitrator's award by petition to the appropriate court should award not be
    performed by the party against whom the award is rendered.

25. CONTROLLING DOCUMENT. THE TERMS AND CONDITIONS OF THIS AGREEMENT SUPERSEDE
    ANY OTHER AGREEMENT BETWEEN THE PARTIES INCLUDING PRIOR OR CONTEMPORANEOUS
    REPRESENTATIONS OF SALES REPRESENTATIVES OR OTHER CUE PERSONNEL; WHETHER
    ORAL OR WRITTEN, LATER-ISSUED PURCHASE ORDERS, ACCEPTANCES, CORRESPONDENCE
    AND SIMILAR DOCUMENTS. THE ONLY EXCEPTION ARE SUBSEQUENT AGREEMENTS EXECUTED
    ON CUE-STANDARD PRINTED FORMS WITHOUT CHANGE, OR SUBSEQUENT AGREEMENTS WHICH
    ARE AT VARIANCE WITH THIS AGREEMENT WHICH ARE MADE IN WRITING AND SIGNED BY
    A DULY AUTHORIZED OFFICER OF CUE AND A DULY AUTHORIZED OFFICER OF
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     DISTRIBUTOR AND WHICH ARE SPECIFICALLY DESIGNATED AS AN AMENDMENT HEREOF.

26.  EFFECTIVE DATE. The effective date of this Agreement shall be the date of 
     execution by CUE's authorized officer. This Agreement shall be of no effect
     prior to such execution.

27.  TERM OF AGREEMENT. The term of this Agreement shall begin as of the 
     Effective Date and shall be in effect for a period of five (5) years
     thereafter. This Agreement shall renew automatically for succeeding one (1)
     year periods unless either party gives at least ninety (90) days written
     notice prior to the expiration of the term hereof.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers.


                                        Skysite Communications Corp.

CUE PAGING CORPORATION                  "DISTRIBUTOR"


/s/ DAVID E. SCHREIMAN                  /s/ CHARLES C. MAYNARD
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Signature                               Signature


DAVID E. SCHREIMAN                      CHARLES C. MAYNARD
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Printed Name                            Printed Name


CHIEF FINANCIAL OFFICER                 CEO
---------------------------------       -----------------------------------
Title                                   Title


JAN. 26, 1998                           1/22/98
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Date                                    Date


                                        /s/ PHILIP A. KERNAN, JR.
                                        -----------------------------------
                                        Signature


                                        PHILIP A. KERNAN, JR.
                                        -----------------------------------
                                        Printed Name


                                        PRESIDENT
                                        -----------------------------------
                                        Title


                                        1/22/98
                                        -----------------------------------
                                        Date