<PAGE>

                                                                    EXHIBIT 10.7
 
                             DISTRIBUTOR AGREEMENT

                                    BETWEEN

                       WESTINGHOUSE ELECTRIC CORPORATION
                        COMMUNICATIONS SYSTEMS DIVISION
                              POST OFFICE BOX 746
                           BALTIMORE, MARYLAND 21203

                                      AND

                      SKYSITE COMMUNICATIONS CORPORATION
                    --------------------------------------
                             POST OFFICE BOX 7549
                    --------------------------------------
                        BURBANK, CALIFORNIA 91510-7549
                    --------------------------------------
                    
                    --------------------------------------
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE> 
<S>                <C>                                                  <C> 
RECITALS                                                                PAGE 1

ARTICLE 1          APPOINTMENT                                          PAGE 1

ARTICLE 2          DISTRIBUTOR OBLIGATIONS                              PAGE 1

ARTICLE 3          RELATIONSHIP OF THE PARTIES                          PAGE 2

ARTICLE 4          TERMS AND CONDITIONS                                 PAGE 2

ARTICLE 5          TERMINATION                                          PAGE 4

ARTICLE 6          TERMINATION FOR DEFAULT                              PAGE 4

ARTICLE 7          LIMITATION OF LIABILITY                              PAGE 5

ARTICLE 8          FORCE MEJEURE                                        PAGE 5

ARTICLE 9          TRADEMARKS AND TRADENAMES                            PAGE 5

ARTICLE 10         DISTRIBUTOR'S FINANCIAL CONDITION                    PAGE 6

ARTICLE 11         INDEMNITY AND INSURANCE                              PAGE 6

ARTICLE 12         CONFIDENTIALITY                                      PAGE 6

ARTICLE 13         INTELLECTUAL PROPERTY RIGHTS                         PAGE 6

ARTICLE 14         TRAINING                                             PAGE 6

ARTICLE 15         GENERAL                                              PAGE 7



EXHIBIT A          EQUIPMENT LIST                                       PAGE 9

EXHIBIT B          TERRITORY                                            PAGE 10

EXHIBIT C          TRAINING                                             PAGE 11

EXHIBIT D          RETURN PRODUCT AUTHORIZATION POLICY                  PAGE 12

EXHIBIT E          LIMITED WARRANTY                                     PAGE 13
</TABLE> 
                                2/28/95 Rev-1A
<PAGE>
 
                             DISTRIBUTOR AGREEMENT

     This AGREEMENT is made by and between Westinghouse Electric Corporation, a
corporation organized and existing under the laws of Pennsylvania, by and
through its Communications Systems Division, having offices at Baltimore,
Maryland (hereinafter referred to as "Westinghouse") and Skysite Communications
Corporation, corporation organized and existing under the laws of Delaware
having offices at 11500 Sherman Way North Hollywood, CA 91605 (hereinafter
referred to as "Distributor").

                                  WITNESSETH

     WHEREAS, Westinghouse is the manufacturer of the Series 1000 Mobile
Satellite Telephone System the components of which are identified on the
Westinghouse Series 1000 Mobile Satellite Telephone System Equipment List in
Exhibit A hereto and hereinafter called "the Products";

     WHEREAS, Westinghouse desires to appoint the Distributor as its distributor
of the products in the Territory specified in Exhibit B (hereinafter called "the
Territory:); and

     WHEREAS, Distributor is desirous of accepting such appointment;

     NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:

1.   Appointment.
     -----------

     (a)  Subject to the terms and conditions hereof, Westinghouse hereby
          appoints Distributor and Distributor accepts appointment, on a non-
          exclusive basis, as an authorized distributor of the Series 1000
          Mobile Telephone System for the Territory described in Exhibit B,
          subject to the terms and conditions set forth in this Agreement,
          including the exhibits hereto.

     (b)  Subject to availability and pursuant to the terms herein, Westinghouse
          will sell the Products to Distributor for resale to Distributor's
          customers;

     (c)  Westinghouse reserves the unrestricted right to appoint other
          distributors and to itself sell Products within the Territory
          described in Exhibit B.

2.   Distributor Obligations. The Distributor shall:
     -----------------------

     (a)  maintain to the reasonable satisfaction of Westinghouse, an adequate
          service organization to ensure adequate sales representation,
          competent technical assistance, prompt handling of inquiries, orders
          and shipments, careful attention to customers' complaints of all
          Products covered by the Agreement;

     (b)  take part fully and actively in advertising or promotional campaigns
          and programs prepared or conducted by Westinghouse and any "Mobile
          Terminal/Telephone" trade show held in the Territory specified in
          Exhibit B.

     (c)  maintain inventory of the Products (including spare parts) necessary
          to satisfy all sales requirements at levels approved by Westinghouse;

     (d)  provide at its own cost and to the reasonable satisfaction of
          Westinghouse, adequate sales and warehousing facilities for Products;

     (e)  advertise Products and distribute the literature, pamphlets, catalogs,
          and other merchandising aids made available to Distributor by
          Westinghouse in such manner as to keep the "Mobile Telephone" trade
          within the Territory informed of the kind, quality and capability of
          all Products;

                                       1
<PAGE>
 
     (f)  submit to Westinghouse for timely written approval prior to the
          release or publication of any signs, proofs or printed matter
          containing a trade name, trademark, service mark or slogan of
          Westinghouse;

     (g)  maintain an acceptable credit standing with Westinghouse;

     (h)  pay each invoice promptly according to its terms.

     (i)  Comply with Westinghouse's Product Return policies and procedures as
          in effect from time to time, Westinghouse's current Return Product
          Authorization Policy being attached hereto as Exhibit D.

     (j)  Obtain written approval with respect to the form and substance of all
          sales contracts under which Distributor resells all products it
          purchases hereunder.

     (k)  Conduct business in a manner that will reflect favorably at all times
          on Distributor, Westinghouse and the Products.

     (l)  Comply with all applicable federal, state, provincial and local laws,
          ordinances and regulations, including but not limited to those with
          respect to its promotion and sale of Products.

3.   Relationship of the Parties.
     ---------------------------

     (a)  The Distributor is in no way the legal representative or agent of
          Westinghouse and has no authority to assume or create any obligation
          on behalf of Westinghouse with respect to such Products or otherwise.
          Nothing contained in this Agreement shall be deemed to create the
          relationship of principal and agent, employe and employer, joint
          venturers, or partners between Westinghouse and the Distributor.

     (b)  It is understood and agreed that the Distributor shall sell the
          Products listed in Exhibit A, and upon such warranties and other terms
          and conditions contained herein and that the Distributor shall not
          make, or attempt to make, any guarantee, warranty, representation,
          promise or other commitment on behalf of Westinghouse with respect to
          any Product purchased by the Distributor under this Agreement and
          thereafter sold by it.

     (c)  This Agreement does not constitute a franchise or establish a 
          franchise relationship, nor does it grant a trademark or any other
          express or implied license and Distributor has paid no franchise or
          other fee for this appointment.

     (d)  Distributor shall be solely responsible for all investments made and
          expenses incurred in connection with the establishment and operation
          of its business and Westinghouse shall have no obligation to
          Distributor in connection with any such investments or expenses.

     (e)  If Distributor breaches any of the obligations contained in this
          paragraph 3, Distributor shall indemnify and hold harmless
          Westinghouse from any and all liability of Westinghouse arising from
          said breach.

     (f)  Distributor represents and warrants that it has the legal authority to
          enter into this Agreement and has all appropriate licences, etc. to do
          business in compliance with all laws and regulations.

4.   Terms and Conditions.
     --------------------

     (a)  Orders. Products shall be delivered under this Agreement in accordance
               with Distributor's written Orders, which must -

               (1)  identify the type and quantity of Products to be purchased;
                    and

               (2)  be received by Westinghouse at least ten (10) days prior to
                    the requested delivery date.














   








<PAGE>
 
       Distributor may place orders by facsimile, but such orders must be
       acknowledged by Westinghouse within five (5) business days. It is the
       Distributor's responsibility to notify Westinghouse of any orders for
       which acknowledgment is not received within the aforementioned five (5)
       business day period. Products shall be purchased solely upon the terms
       and conditions contained in this Agreement. Any different terms and
       conditions in Distributor's purchase order forms or other writings shall
       not be binding on the parties.

(b) Prices. Prices to Distributor for purchased Products shall be as shown in
    -------
    the Westinghouse Series 1000 Mobile Satellite Telephone System Price List
    (to be provided) in effect at the time of shipment to Distributor. All sales
    by Westinghouse shall be pursuant to the terms contained herein and no other
    terms shall apply unless specifically agreed upon by Westinghouse in
    writing.

(c) Taxes. Prices do not include any federal, state, provincial, or local
    ------
    property, license privilege, sales, use, excise, gross receipts, value
    added, import duties or other large taxes which may now or hereafter be
    applicable to, measured by, or imposed upon, or with respect to the Products
    covered by this Agreement, the property, its sale, its value or its use or
    any service performed in connection therewith. Such taxes are for the
    account of Distributor and the Distributor agrees to pay or reimburse any
    such taxes which Westinghouse or its contractors or suppliers are required
    to pay.

(d) Shipment. Delivery will be F.O.B. Westinghouse's shipping point. All
    ---------
    shipments hereunder will reference Distributor's Order number on the packing
    slip. Unless otherwise instructed by Distributor Westinghouse will select
    the carrier and ship the Products to Distributor. Alternatively, Distributor
    may arrange for its representative to receive the Products at a designated
    facility. Title and risk of loss for Products purchased under this Agreement
    shall pass to Distributor upon delivery to the carrier at the Westinghouse
    shipping point.

(e) Delivery Dates. Delivery dates as set forth in any purchase order or
    ---------------
    confirmation thereof are only estimates. Westinghouse shall not be liable to
    Distributor, and Distributor shall not be relieved of its obligation to
    accept any shipment, by virtue of any delay in or failure of delivery.

(f) Delivery Location. Westinghouse will ship to Distributor at its locations 
    ------------------
    identified in exhibit F hereto, which must be in the United States.

(g) Allocation of Available Inventory. Westinghouse may allocate available
    ----------------------------------
    inventory of Products among its customers, but in such a manner as
    Westinghouse, may, in its sole discretion, deem appropriate.

(h) Acceptance of Purchase Orders. All purchase orders for Products are subject
    ------------------------------
    to acceptance by Westinghouse, and Westinghouse shall have the right at any
    time, in its sole discretion, to reject or to decline to fill any purchase
    order, either in whole or in part.

(i) Payment. Payment shall be in accordance with the terms of Westinghouse
    --------
    invoice and payment shall be made in U.S. dollars by wire transfer, check or
    other instrument acceptable to Westinghouse. Any invoiced amount which is
    not paid when due will bear interest at the rate of eighteen percent (18%)
    per annum, to the extent permitted by applicable law. All exchange, interest
    banking, collection, or other charges shall be at the sole expense of
    Distributor.

(j) Warrant. Westinghouse provides end users a written limited warranty
    --------
    specifically applicable to the Series 1000 Mobile Telephone System, the
    current version of which is attached hereto as Exhibit E. Westinghouse may,
    at its sole option, change the duration and terms of such warrant at any
    time or times. Such warranty shall establish exclusively the extent of
    Westinghouse's responsibility for any failure of or defect in the Products.

                                       3
<PAGE>
 
          WESTINGHOUSE MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCTS OF ANY
          KIND WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY PROVIDED
          IN WESTINGHOUSE'S WRITTEN LIMITED WARRANTY AS IN EFFECT FROM TIME TO
          TIME. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
          PARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND EXCLUDED. WESTINGHOUSE
          SHALL NOT BE LIABLE TO DISTRIBUTOR OR ANY THIRD PARTIES FOR ANY
          SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

     (k)  To the extent Westinghouse is deemed to have any liability hereunder,
          no such liability shall ever be in excess of the value of the goods
          sold hereunder, or one million US dollars, whichever is less.

     (l)  Liability Insurance. Westinghouse confirms that product liability
          --------------------
          insurance written by an insurance company licensed to do business in
          the United States and Canada in the amount of not less than $1,000,000
          combined single limit is maintained with respect to the Products.
          Except to the extent of such product liability coverage, Distributor
          shall have no claim or right against Westinghouse with respect to any
          suits or claims against Distributor by any third persons resulting
          from the occurrence of an event within the scope of coverage of such
          insurance (without reference to the dollar amount of coverage), and
          Westinghouse shall bear no responsibility or liability to Distributor
          with respect to any such suits or claims by any third parties or any
          liabilities, losses, expenses or damages incurred or suffered by
          Distributor as a result thereof.

5.   Termination. This Agreement shall continue in effect unless and until
     ------------
     terminated by Westinghouse or the Distributor for any reason or no reason
     upon thirty (30) days prior written notice. Such written notice of
     termination shall be delivered or sent by registered mail to the other 
     party at the address set forth in Paragraph 15 below.
 
     (a)  all orders in effect on the date of termination pursuant to this
          paragraph shall be canceled. Westinghouse will however accept orders
          from Distributor on C.O.D. terms for additional Products which
          Distributor is contractually obligated to furnish to its customers and
          does not have in its inventory, if Distributor notifies Westinghouse
          of any and all such obligations in writing within five (5) days of
          receipt of the termination notice. All such orders shall be priced in
          accordance with the pricing in effect at the time such orders are
          received by Westinghouse;

     (b)  WESTINGHOUSE SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER BECAUSE OF
          SUCH TERMINATION OR EXPIRATION, EVEN THOUGH THEREAFTER WESTINGHOUSE
          OR ANOTHER DISTRIBUTOR MAY COMPLETE ANY TRANSACTION INITIATED BY
          DISTRIBUTOR;

     (c)  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DAMAGES IN ANY FORM,
          BY REASON OF A TERMINATION PURSUANT TO THIS PARAGRAPH OF THIS
          AGREEMENT;

     (d)  Distributor shall discontinue immediately all advertising of or
          reference to Products upon termination or expiration of this Agreement
          and, at the request of Westinghouse, shall deliver to Westinghouse
          (F.O.B. point of destination, freight prepaid) all promotional,
          training or other product documentation or material in the
          Distributor's possession at the time of such termination;

     (e)  within fifteen (15) days of termination of this Agreement, the
          Distributor shall promptly remit to Westinghouse any and all moneys
          then due Westinghouse hereunder and shall promptly remit any further
          moneys which may become due Westinghouse after the date of such
          termination.

6.   Termination for Default. This Agreement may be terminated for default by -
     ------------------------

     (a)  Westinghouse if Distributor fails to make any payment when due in 
          accordance with the terms of this Agreement;

                                       4
<PAGE>
 
     (b)  either party in the event of a material breach of this Agreement by
          the other party if such breach is not cured within ten (10) days after
          written notice; or

     (c)  Westinghouse, in the case Distributor shall become insolvent, or file
          a voluntary petition in bankruptcy, or shall enter upon voluntary
          liquidation, or a petition in bankruptcy shall be filed against the
          Distributor or in the event of the appointment of a receiver for the
          business of Distributor, or an assignment by Distributor for the
          benefit of creditors.

     In the event Westinghouse terminates this Agreement for default,
     Distributor shall immediately discharge the accounting payment and other
     obligations set forth in Paragraph 5(e) above, cease using the Westinghouse
     name, remove all signage and return it as well as all promotional and
     training information to Westinghouse (F.O.B. point of destination, freight
     prepaid).

7.   Limitation of Liability.  The remedies of Distributor set forth in this
     -----------------------
     Agreement are exclusive and not withstanding any other provision in this
     Agreement or any statutory provisions, the liability of Westinghouse with
     respect to any claims of Distributor arising from the Products sold under
     this Agreement or anything done in connection herewith such as the
     performance thereof, or from the manufacture, sale, delivery, or resale or
     use of any Product covered by or furnished under this Agreement, whether in
     contract, in tort (including Westinghouse's negligence or strict liability)
     or otherwise, shall not exceed the actual amount paid by Distributor to
     Westinghouse for such Product. Westinghouse, its contractors and suppliers
     of any tier, shall not be liable beyond such amount in contract, in tort
     (including Westinghouse's negligence or strict liability) or otherwise for
     special or consequential damages, including, but not limited to, damage or
     loss of other property, loss of profits or revenue, loss of use of
     equipment, cost of capital, cost of purchased or temporary equipment
     (including additional expenses incurred in using existing facilities),
     claims of customers of Distributor or for any special, indirect, third
     party, incidental or consequential damages whatsoever.

8.   Force Majeure.  Westinghouse shall not be liable for failure to perform or
     -------------
     for delay in performance due to fire, flood, strike or other labor
     difficulty, act of God, act of any governmental authority or of the
     Distributor, riot, embargo, fuel or energy shortage, car shortage, faulty
     castings or forgings, wrecks or delay in transportation, inability to
     obtain necessary labor, materials or manufacturing facilities from usual
     sources or due to any other cause beyond its reasonable control. In the
     event of delay in performance due to any such cause, the date of delivery
     or time for completion will be extended by a period of time reasonably
     necessary to overcome the effect of such delay.

9.   Trademarks and Tradenames.
     -------------------------

     (a)  Distributor may not use the name "Westinghouse", or any name of the
          equipment identified in Exhibit A or any abbreviation or modification
          thereof except for the limited purpose of identifying itself as an
          authorized distributor of the Equipment. Distributor shall not grant
          this privilege to any third parties or affiliated companies.
          Distributor may not use the name "Westinghouse" or any other trademark
          or tradename of Westinghouse in any promotional, advertising and other
          materials or as a part of its firm or corporate title in signs or
          letterheads, without prior written approval of Westinghouse.

     (b)  Effective upon the date of termination of this Agreement, Distributor
          shall immediately discontinue the use of said trademarks and
          tradenames in any manner except for use in catalogs or other printed
          material which reference the names and/or trademarks of more than one
          company. Such material may be used until the next reissue of such
          catalogs or printed material but in no event after six (6) months
          following termination. During such period, Distributor shall inform
          its customers that it no longer handles the Products.

                                       5
<PAGE>
 
10.  Distributor's Financial Condition.  Distributor shall maintain and employ,
     ---------------------------------
     in connection with its business under this Agreement, such working capital
     and net worth as may be required by Westinghouse's reasonable opinion to
     enable Distributor to carry out and perform all of Distributor's
     obligations under this Agreement. Distributor shall make available to
     Westinghouse such financial reports and data as Westinghouse may from time
     to time request to determine Distributor's financial condition.
     Westinghouse reserves the right at all time, either generally or with
     respect to any specific purchase order, to change or limit the amount or
     duration of credit allowed to Distributor. Westinghouse may, at its option,
     require that all shipments to Distributor be made of a C.O.D. basis or
     other arrangement protecting Westinghouse's interest. Distributor shall
     execute and deliver such security agreements, financing statements and
     other agreements, instruments, UCC forms and other documents as
     Westinghouse shall request to protect Westinghouse's interest in the
     Products and all proceeds thereof.

11.  Indemnity and Insurance.
     -----------------------

     (a)  Distributor shall indemnify and hold harmless Westinghouse from all
          liabilities, losses, costs, damages, judgment and expenses including
          attorney's fees and costs, arising out of or related to any breach of
          this Agreement by Distributor or other activities of Distributor,
          including its officers, employees and agents.

     (b)  During the term of this Agreement, Distributor shall maintain in full
          force and effect fire and extended coverage insurance covering all its
          inventory of Products and parts and accessories therefor in an amount
          not less than the purchase price thereof. Such policy shall name
          Westinghouse as an additional insured and shall provide that it will
          not be cancelled or modified without at least thirty (30) days prior
          written notice to Westinghouse. Upon execution of this Agreement,
          Distributor shall furnish Westinghouse with certificates of insurance
          evidencing the existence of such coverage.

12.  Confidentiality.  Distributor shall not use or disclose to others any
     ---------------
     confidential or proprietary information of Westinghouse acquired in
     connection with this Agreement unless authorized in writing by
     Westinghouse.

13.  Intellectual Property Rights.  Westinghouse shall (a) at its own expense,
     ----------------------------
     defend or at its option settle, any claim, suit or proceeding brought
     against Distributor for infringement of any United States patent or
     copyright in connection with any Products supplied by Westinghouse to
     Distributor under this Agreement; and (b) pay any final judgment entered
     against Distributor on such issue in any such claim, suit or proceeding
     defended by Westinghouse; subject to the conditions that Distributor should
     provide Westinghouse notice of any such claim, suit or proceeding promptly
     after Distributor shall receive notice or obtain knowledge thereof, and, at
     Distributor's expense, provide full information and assistance as requested
     by Westinghouse in such defense. Westinghouse may, in the event of any such
     claim, suit or proceeding, modify or replace the affected Products to
     eliminate the alleged infringement or give Distributor a refund of the
     price of the affected Products in lieu of any other obligations or
     responsibilities hereunder. Notwithstanding the foregoing, Westinghouse
     shall have no liability for any costs or expenses incurred without
     Westinghouse's prior written authorization, and in no event shall
     Westinghouse's total liability to Distributor under this provision exceed
     the aggregate sum paid by Distributor to Westinghouse for the affected
     Products. The foregoing states the entire responsibility of Westinghouse
     with respect to any alleged intellectual property right infringement or
     violation in connection with the Products, and Westinghouse shall in no
     event be liable for loss of use or for incidental, indirect or
     consequential damages, whether in contract or in tort, by virtue of any
     such infringement or violation. No sale under this Agreement shall convey
     any license by implication, estoppel or otherwise under any proprietary or
     patent rights of Westinghouse except for the right to resell Products in
     accordance with this Agreement.

14.  Training.  An operator's manual shall be included with each purchase of a
     --------
     complete Westinghouse Mobile Satellite Telephone System. Distributor hereby
     agrees that it shall provide the necessary training to its customers. On a
     quarterly basis, as deemed necessary, Westinghouse will provide training in
     a centralized area of the territory listed in Exhibit B. In addition,
     Westinghouse shall provide limited training in support of the operator's
     manual as specified in Exhibit C.

                                       6
<PAGE>
 
15.  General.
     --------

     (a)  This Agreement shall inure to the benefit of and be binding upon
          Distributor and its successors and assigns, but shall not be
          assignable by Distributor without the prior written consent of
          Westinghouse. Any purported assignment or delegation of performance
          without the prior written consent of Westinghouse shall be null, void
          and of no effect.

     (b)  Distributor shall give Westinghouse notice of any proposed transaction
          affecting the ownership of ten percent (10%) or more of Distributor's
          capital stock, if Distributor shall be a corporation, the interest or
          any portion thereof of any partner, if Distributor shall be a
          partnership, or the ownership of all or any part of the business, if
          Distributor shall be an individual proprietorship.

     (c)  Except as hereinafter provided, all questions or controversies arising
          out of or in any manner relating to this Agreement shall be submitted
          to arbitration in Baltimore, Maryland according to the rules of the
          American Arbitration Association, and the award or decision made by
          the arbitrator or arbitrators therein shall be binding upon the
          parties. A judgment consistent therewith may be entered in any court
          of competent jurisdiction. Nothing herein contained shall be construed
          as in any way affecting Westinghouse's right to institute and 
          prosecute a lawsuit in any court of competent jurisdiction to effect
          the collection of any monies due to Westinghouse from Distributor or
          to protect trademark rights or copyrights. The arbitrability of any
          issue shall be determined in accordance with the Federal Arbitration
          Act.

     (d)  If applicable, any exporting of Products from the United States or re-
          exporting of Products from Canada is by Distributor and not
          Westinghouse. Distributor shall be responsible, at its own risk and
          expense, for any export license or permit and any other approval or
          documentation which may be required for or in connection with the
          export and/or re-export of any Products.

     (e)  This Agreement supersedes any and all prior agreements between the
          parties and constitutes the complete, final and exclusive
          understanding of the parties with respect to the subject matter. All
          prior negotiations, representations or promises, whether oral or
          written, of either party shall be deemed to have been merged herein.

     (f)  No amendment, change or attempted waiver of this Agreement shall be of
          any effect unless set forth in writing and duly signed on behalf of
          the party against whom it is thought to be enforced. Failure of
          Westinghouse to enforce at any time any of the provisions of this
          Agreement or any right it may have with respect thereto or to exercise
          any option herein provided shall in no way be considered to be a
          waiver of such provisions or rights or in any way affect the validity
          of this Agreement. The exercise by Westinghouse of any of its rights
          hereunder or any of its options hereunder under the terms or covenants
          herein shall not preclude or prejudice Westinghouse from thereafter
          exercising the same or any other right it may have under this
          Agreement irrespective of any previous action or proceeding taken by
          Westinghouse hereunder.

     (g)  If any part of this Agreement shall be invalidated for any reason,
          such part shall be deleted and the remainder shall be unaffected and
          shall continue in full force and effect.

     (h)  Any failure on the part of either party to enforce at any time for any
          period of time any provision of this Agreement shall not be deemed or
          construed to be a waiver of such provision or of the right of that
          party thereafter to enforce any provision or any other provision of
          this Agreement.

                                       7
<PAGE>
 
(i)  All written notices hereunder shall be sent by registered mail or confirmed
     facsimile, postage pre-paid to the parties hereto at the following
     addresses. (Either party may change its address by written notice).

Westinghouse:        Westinghouse Electric Corporation
                     Communications Division
                     Post Office Box 746
                     Baltimore, Maryland 21203
                     Attention: Director of Sales & Marketing, Mail Stop 8419

Distributor:         Skysite Communications Corporation
                     -----------------------------------------------
                     Post Office Box 7549
                     -----------------------------------------------
                     Burbank, CA 91510-7549
                     -----------------------------------------------

                     -----------------------------------------------
                     Attention:  Mr. Tom D. Soumas, Jr.
                                ------------------------------------

(j)  The titles of the various articles of this Agreement are for convenience 
     only and shall not be deemed to restrict or limit the meanings of anything
     stated in such Articles.

(k)  If not otherwise terminated this Agreement shall expire on December 31st of
     the current year, unless renewed, in writing, at the sole discretion of
     Westinghouse.

(l)  This Agreement shall be governed by and construed according to the laws of 
     the State of Maryland.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
this 21st day of February, 1996.


Skysite Communications Corporation             WESTINGHOUSE ELECTRIC CORPORATION
                                               Communications Systems Division


By:   /s/ Tom D.Soumas, Jr.                    By:  /s/ [SIGNATURE ILLEGIBLE]
   -------------------------------                ------------------------------
          Tom D.Soumas, Jr.                                General Manager

                                       8