<PAGE>
 
                                                                   EXHIBIT 10.12

                                     ARDIS
                            BULK RESELLER AGREEMENT
                            -----------------------

                                                    Agreement No.:
                                                                  ----------

     AGREEMENT dated as of              , 1998, between Skysite Communications 
                           -------------
Corporation, a Delaware corporation, ("SKYSITE") with offices at 11500 Sherman 
Way, North Hollywood, CA 91605 and ARDIS Company, a New York general partnership
("ARDIS"), with offices at 300 Knightsbridge Parkway, Suite 500, Lincolnshire, 
Illinois 60069.

     WHEREAS, ARDIS is engaged in providing shared data radio-based 
communications network services as authorized by the Federal Communications 
Commission; and

     WHEREAS, SKYSITE currently provides certain software and other value added 
services in the transportation, oil & gas, exploration and media marketplace, 
and

     WHEREAS, SKYSITE desires to market ARDIS' services in conjunction with the 
services which it provides to the transportation, oil & gas, exploration and 
media marketplace; and

     WHEREAS, ARDIS and SKYSITE desire a non-exclusive relationship to pursue 
opportunities within the transportation, oil & gas, exploration and media 
marketplace; and

     WHEREAS, ARDIS desires to provide, and SKYSITE desires to remarket ARDIS' 
services subject to the terms and conditions hereof.

SKYSITE AND ARDIS AGREE AS FOLLOWS:

1.   DEFINITIONS - For purposes of this Agreement:
     -----------

     (a)  "Market" shall mean all commercial non-users of ARDIS Services. Such
          applications include without limitation transportation, oil & gas,
          exploration and media.

     (b)  "FCC" shall mean the Federal Communications Commission.

     (c)  "Initial Term" shall mean the period commencing on the date hereof and
          ending thirty-six (36) months thereafter.

     (d)  "Prices" shall mean ARDIS prices, as set forth in Attachment A of 
          Exhibit I attached hereto.

     (e)  "Services" shall mean ARDIS' shared data radio-based communications
          network services as presently constituted and as may be improved and
          enhanced from time to time hereafter and as further defined in
          Paragraph 2 of Exhibit I.

     (f)  "Territory" shall mean the United States and any other countries or
          jurisdictions where the Services are provided by ARDIS in accordance
          with applicable legal and regulatory requirements.

2.   SCOPE OF AGREEMENT
     ------------------

     ARDIS hereby agrees to establish a non-exclusive marketing relationship 
     with SKYSITE as follows:

     (a)  ARDIS hereby licenses SKYSITE to be a non-exclusive remarketer of
          ARDIS Services within the Market and within the Territory, in
          accordance with the ARDIS Airtime User Agreement, Exhibit I, attached
          hereto.

                                                                          Page 1
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     (b)  SKYSITE shall remarket the Services to SKYSITE's clients primarily in 
          the transportation, oil & gas, exploration and media marketplace.

     (c)  SKYSITE shall develop and implement a non-exclusive marketing plan to
          facilitate the remarketing of the Services by SKYSITE. Such marketing
          plan may include, without limitation:

          (i)    joint development of product literature describing the Services
                 and their capabilities;

          (ii)   joint attendance at trade shows, conferences and related events
                 within the marketplace;

          (iii)  joint presentations to prospective clients of the Services;

          (iv)   joint press releases, advertising and participation at the 
                 ARDIS booth at certain trade shows;

          (v)    joint marketing projections for the Services;

          (vi)   joint development activities with terminal hardware vendors;

          (vii)  previews of ARDIS' future technology and business plan.

     (d)  Each party may use the other's name and trademarks within the Market
          and Territory in sales literature, press releases and other
          promotional media subject to prior approval.

     (e)  SKYSITE and ARDIS agree not to publish or use advertising, sales
          promotions or any publicity matters, including the mention of the
          existence of this Agreement, without prior written consent, which
          consent will not be unreasonably withheld.

3.   SKYSITE'S MARKETING AND DEVELOPMENT OBLIGATIONS
     -----------------------------------------------

     (a)  SKYSITE shall be responsible for insuring that all users to whom it
          remarkets ARDIS' Services are licensed by the FCC prior to use of
          ARDIS' Services. ARDIS shall, however, provide administrative and
          consultative support to SKYSITE to facilitate the licensing process.

     (b)  During the term of this Agreement, SKYSITE will use its best efforts
          to meet the following performance milestones within the timeframes
          indicated below:

<TABLE> 
<CAPTION> 
     ======================================================================
                 TIME                    1998        1999        2000
     ----------------------------------------------------------------------
     <S>                                <C>         <C>         <C> 
     Number of SKYSITE Subscriber       1,000       3,000       5,000
     Units Using ARDIS Services by
     Year End
     ======================================================================
</TABLE> 

4.   PRICING
     -------

     (a)  SKYSITE will pay ARDIS the Prices set forth in Attachment A of Exhibit
          I, attached hereto.

     (b)  The Prices in Attachment A of Exhibit I shall not be increased by
          ARDIS during the twelve (12) month period commencing on the date of
          this Agreement. Thereafter, the Prices may be increased only upon
          ninety (90) days' prior written notice to SKYSITE, provided that the
          Prices may be increased not more often than once during any
          consecutive twelve (12) month period and by not more than the
          percentage increase in the U.S. Department of Labor, Bureau of Labor
          Statistics, Consumer Price Index for all Urban Consumers, U.S. City
          Average, All Items, 1967 = 100 for the 12-month period immediately
          preceding such price increase notification. SKYSITE may discontinue
          the services noted for increase within the ninety (90) day notice
          period. Otherwise, the new price shall become effective on the date
          specified.

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    (c)  The Prices, terms, warranties and benefits granted by ARDIS to SKYSITE
         hereunder are and shall remain comparable to the Prices, terms,
         warranties and benefits offered, or to be offered, by ARDIS to any
         other bulk reseller of the Services for sale to commercial customers
         with similar roles and responsibilities. If ARDIS makes any such more
         favorable Prices, terms, warranties or benefits available to any other
         such party, ARDIS shall promptly notify SKYSITE to such effect, and
         such more favorable Prices, terms, warranties and/or benefits shall be
         made available to SKYSITE as of the date first made available to any
         other party.

    (d)  The Prices in Exhibit I shall not be increased by ARDIS during the
         twelve (12) month period commencing on the date of this Agreement.
         Thereafter, the Prices may be increased only upon ninety (90) days'
         prior written notice to SKYSITE, provided that the Prices may be
         increased not more often than once during any consecutive twelve (12)
         month period and by not more than the percentage increase in the U.S.
         Department of Labor, Bureau of Labor Statistics, Consumer Price Index
         for all Urban Consumers, U.S. City Average, All Items, 1967 = 100 for
         the 12-month period immediately preceding such price increase
         notification. SKYSITE may discontinue the services noted for increase
         within the ninety (90) day notice period. Otherwise, the new price
         shall become effective on the date specified.

5.  BILLING AND PAYMENTS
    --------------------

    (a)  SKYSITE will be responsible for billing to SKYSITE's end user customers
         for all products and services.

    (b)  ARDIS will provide SKYSITE with the information to bill SKYSITE's end
         user customers via a monthly invoice to SKYSITE within ten (10) days'
         after the end of the monthly billing period.

    (c)  Payment to ARDIS will be due within thirty (30) days of invoice to 
         SKYSITE

6.  ORDERING
    --------

    SKYSITE shall order the Services by executing and delivering to ARDIS an
    order form in the format set forth on Attachment B of Exhibit I, the ARDIS
    Airtime User Agreement. ARDIS shall process all such orders no later than
    three (3) days' after receipt of order.

7.  TERM / TERMINATION
    ------------------

    (a)  Except as otherwise provided herein, this Agreement shall be in effect
         for the Initial Term. This Agreement shall automatically continue after
         the Initial Term until terminated by either SKYSITE or ARDIS upon
         twelve (12) months' written notice.

    (b)  Either party may terminate this Agreement upon six (6) months' written
         notice for failure of the other party to meet the applicable
         performance levels set forth in Paragraph 3(b). Should this contract be
         terminated pursuant to this Paragraph, ARDIS shall continue to provide
         ARDIS communication services to SKYSITE's then current users of the
         Services, provided (i) such users sign the then current standard ARDIS
         Airtime User Agreement, or (ii) an appropriate new remarketing
         agreement is signed between ARDIS and SKYSITE within thirty (30) days.

    (c)  Notwithstanding anything to the contrary contained herein, either
         SKYSITE or ARDIS may terminate this Agreement (i) upon any material
         breach by the other of its obligations under this Agreement, or (ii) if
         the other shall dissolve or commit an act of bankruptcy or become
         insolvent, by sending such party written notice of termination which
         shall state the nature of the breach. Such notice shall be effective
         thirty (30) days following the date hereof, unless such breach shall
         have been remedied during such thirty (30) day period. Notwithstanding
         the foregoing, this Agreement shall terminate immediately if the
         authorization held by ARDIS is revoked by the FCC.

                                                                          Page 3
<PAGE>
 
 8.  DEFAULT AND REMEDIES
     --------------------

     If SKYSITE fails to make any payment of any sum due after thirty (30) days,
     ARDIS may add a service charge at the maximum rate permitted by applicable
     law. Such additional charge shall be due and payable upon receipt of
     invoice.

     If SKYSITE fails to make any payment of any sum due or fails to perform as
     required by any other provision hereunder, and continues in such failure
     for fifteen (15) days' after written notice has been sent by ARDIS to
     SKYSITE, SKYSITE shall be deemed in default under this Agreement.

     In the event of default, ARDIS has the right to immediately terminate this
     Agreement, retain all payments made hereunder, and deny SKYSITE and its
     customers any service provided under this Agreement by or through the ARDIS
     Network or Systems. Each and all of the rights and remedies of ARDIS
     hereunder are cumulative to and not in lieu of each and every other such
     right and remedy.

     There will be a $50.00 reactivation fee for customers who wish to re-
     establish service once ARDIS has suspended or terminated service.

     Failure or delay on the part of ARDIS or SKYSITE to exercise any right,
     remedy, power or privilege hereunder shall not operate as a waiver thereof.
     A waiver, to be effective, must be in writing and signed by the party
     making the waiver. A written waiver of a default shall not operate as a
     waiver of any other default or of the same type default on a future
     occasion.

 9.  FORCE MAJEURE
     -------------

     ARDIS and its subcontractors do not assume and shall have no liability
     under this Agreement for failure to provide, or delay in providing services
     due directly or indirectly to causes beyond the control of ARDIS or its
     subcontractors including, but not restricted to, acts of God, or
     governmental entities, or of the public enemy, or of SKYSITE, strikes, or
     unusually severe weather conditions.

10.  TRAINING AND TECHNICAL SUPPORT
     ------------------------------

     (a) ARDIS shall make available to SKYSITE, at no charge, reasonable initial
         training on the use of ARDIS Services.

     (b) ARDIS shall continue to provide SKYSITE, at no charge, with technical
         assistance performed by competent ARDIS employees in connection with
         ongoing use of the Services by SKYSITE and its customers. Such
         assistance shall include, without limitation, telephone consultation,
         updates relating to changes and enhancements to the Services and
         diagnostic services.

11.  THIRD PARTY LIABILITY
     ---------------------

     SKYSITE agrees to inform its clients and others to whom it remarkets ARDIS'
     services, of the applicable terms and conditions of this Agreement, as
     expressed in Exhibit III hereof, and warrants that it will not remarket the
     Services to anyone without obtaining a signed Agreement which contains the
     essence of ARDIS' disclaimer of all third party liability.

12.  CONFIDENTIAL INFORMATION
     ------------------------

     (a) SKYSITE and ARDIS agree that they will not disclose each other's
         confidential information and trade secrets relative to data, software,
         documentation, client names and addresses, and all other proprietary
         information to persons other than employees of each other required to
         have such disclosure for the furtherance of the purposes of this
         Agreement. Both SKYSITE and ARDIS shall take all steps reasonably
         calculated to protect such information from unauthorized disclosure.
         This obligation shall survive the termination of this Agreement.
         
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<PAGE>
 
     (b)  Nothing in this Agreement shall cause either party to have any rights
          or licenses in any inventions, patents, trade secrets, trademarks
          and/or copyrights of the other relating to the subject matter of this
          Agreement.

13.  INDEPENDENT RELATIONSHIP
     ------------------------

     SKYSITE and ARDIS specifically disclaim any partnership relationship, and
     this Agreement shall in no way be construed to make SKYSITE and ARDIS
     partners or joint venturers. For the purposes of this Agreement, SKYSITE
     and ARDIS shall be deemed to be independent contractors. Furthermore, in
     the event SKYSITE elects to sell ARDIS services to the U.S. Government,
     U.S. State or Local or any foreign Government, or to a prime contractor
     selling to a Government customer, SKYSITE does so at their own option and
     risk and agrees not to obligate ARDIS as a subcontractor or otherwise to
     such customers. SKYSITE remains solely and exclusively responsible for
     compliance with all statutes, regulations, and clauses governing sales to
     the U.S. Government, State or Local or any foreign Government, or to a
     prime contractor selling to a Government customer. ARDIS makes no
     representations, certifications, or warranties whatsoever with respect to
     the ability of its goods, or services, or prices to satisfy any such
     statutes, regulations, or clauses.

14.  EXCLUSIVE REMEDY
     ----------------

     In the event of any failure or delay attributable to the fault of ARDIS or
     its subcontractors, or for breach of the warranty, SKYSITE's sole remedy
     shall be limited to a refund of SKYSITE's charges for the affected services
     during the time of such failure or delay. SKYSITE agrees, however, that no
     refund shall be made for a single failure or delay which does not exceed
     one hundred dollars ($100.00).

15.  LIMITATION OF LIABILITY
     -----------------------

     (a)  Neither party shall be liable for special, incidental, indirect or
          consequential damages under this Agreement, even if such party has
          been advised of the possibility of such damages.

     (b)  Except for SKYSITE's obligation to pay amounts owing under this
          Agreement, SKYSITE's and ARDIS' total liability for any other claim
          arising out of or in any way connected with this Agreement and the
          sole remedy regardless of the form of action (whether in contract,
          tort or otherwise) shall be actual damages not to exceed $50,000.

16.  INTEGRATION
     -----------

     This Agreement is the entire agreement between the parties with respect to
     the subject matter hereof, and no alteration, modification or
     interpretation hereof shall be binding unless in writing signed by both
     parties.

17.  NOTICES
     -------

     All notices, demands, offers, elections, requests or other communications
     required or permitted by this Agreement shall be in writing and shall be
     sent by prepaid registered or certified mail, return receipt requested, and
     addressed to the parties at the addresses set forth below or to such other
     address as shall, from time to time, be supplied by any party to the other
     party by like notice, and shall be deemed given on the date mailed. All
     such notices shall be addressed to persons listed below:

     If to ARDIS:                      If to SKYSITE:
        Sr. Vice President                    Attn:     Contract Manager
        Distribution & Operations                  --------------------------
        ARDIS Company                         Title:  
        300 Knightsbridge Parkway-Suite 500         -------------------------
        Lincolnshire, Illinois 60069          Skysite Communications Corporation
                                              11500 Sherman Way
                                              North Hollywood, CA 91605

<PAGE>
 
          Copy:
                Matthew J. Whitehead, II
                Secretary and General Counsel
                ARDIS Company
                300 Knightsbridge Parkway-Suite 500
                Lincolnshire, Illinois 60069

18.  NO ASSIGNMENTS
     --------------

     This Agreement shall be binding on the successors and permitted assigns of 
     the parties hereto. Neither party shall assign this Agreement without the 
     other's prior written consent.

19.  SEVERABILITY
     ------------

     If any provision of this Agreement or the application thereof to any party
     or circumstance shall be determined by any court of competent jurisdiction
     to be invalid and unenforceable to any extent, the remainder of this
     Agreement or the application of such provision to such person or
     circumstance, other than those as to which it is so determined invalid or
     unenforceable, shall not be affected thereby, and each provision hereof
     shall be valid and shall be enforced to the fullest extent permitted by
     law.

20.  APPLICABLE LAW
     --------------

     This Agreement shall be construed and enforced in accordance with the laws 
     of the state of Illinois.

21.  COUNTERPARTS
     ------------

     This Agreement may be executed in several counterparts, each of which shall
     constitute the same instrument.

22.  HEADINGS
     --------

     The headings in this Agreement are solely for convenience of reference and 
     shall not affect its interpretation.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed 
     as of the day and year first written.

    ARDIS COMPANY                            Skysite Communications Corporation

By:                                      By: /s/ Charlie Maynard
    -------------------------------          -------------------------------
        (AUTHORIZED SIGNATURE)                    (AUTHORIZED SIGNATURE)

                                             Charlie Maynard
    -------------------------------          -------------------------------
         (TYPE OR PRINT NAME)                      (TYPE OR PRINT NAME)

                                             CEO
    -------------------------------          -------------------------------
               (TITLE)                                   (TITLE)

                                             23 Feb 1998
    -------------------------------          -------------------------------
               (DATE)                                    (DATE)

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