Exhibit 10.12a

FIRST AMENDMENT TO INTELLIGENT INFORMATION INCORPORATED SERVICE
RESELLER AGREEMENT

THIS FIRST AMENDMENT is made this 1st day of JULY, 1998, by and between
Intelligent Information Incorporated ("III"), a Delaware corporation and
Omnipoint Communications Services, LLC, a Delaware limited liability company,
assignee of Omnipoint Communications, Inc. ("Omnipoint"), to the Intelligent
Information Incorporated Service Reseller Agreement by and between III and
Omnipoint Communications, Inc.

WHEREAS III and Omnipoint have mutually agreed to engage in the delivery
of new and/or additional services, promotions and activities relating to
intelligent information based on data from various sources ("Information
Providers") to Omnipoint subscribers owning text displaying wireless devises
either at prearranged times or as data conditions change by prearranged
parameters; and

WHEREAS the parties have agreed to a pricing structure to govern the new
and/or additional information service offerings of III;

NOW, THEREFORE for good and valuable consideration, the receipt and
sufficiency of which is hereby upon, the parties hereby agree as follows:

1. Effective upon the date above, Appendix B of the Agreement is amended to
include, in addition to its current contents, Schedules 6, 7 and Exhibit
1, hereof.

2. The parties hereby agree to take part in the activities described in
Schedule 7 hereof, which are aimed toward the growth and development of
information services. All costs for any given program shall be discussed
and agreed to by the parties prior to implementation of such program.
Neither party shall be obligated for any costs not expressly agreed to by
the party.

3. III shall establish and maintain until modified or terminated by mutual
agreement of the parties, within ninety (90) days of the date of this
Amendment, a cooperative advertising fund described in Exhibit 1 hereof.

4. The terms of this Amendment are hereby deemed confidential according to
the terms of the Non-Disclosure Agreement executed between the parties.

5. In the event of conflict between this Amendment and the Agreement, this
Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto intending to be legally bound have hereby
cause this First Amendment to the Agreement to be duly signed the day and year
first above written.

Omnipoint Communications Services, LLC

By: /s/ Gary D. Cuccio
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Name/Title: Gary D. Cuccio Date 6/29/98
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Intelligent Information Incorporated

By: /s/ Stephen G. Maloney
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Name/Title: STEPHEN MALONEY/PRES. Date 7/5/98
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SCHEDULE 6

1. III will cooperate with Omnipoint in the process of moving existing
Subscribers to the Products described in Schedules 1 and 2, to the new
Services described herein.

2. III will report to Omnipoint monthly by the fifth day of each month the
number of Subscribers on its systems by type of Service. Omnipoint will no
longer be required to prepare this monthly report to III. III will prepare
a detailed reconciliation report, in order that the Subscribers, reported
by Omnipoint and invoiced by III heretofore, can be reconciled. The
parties will cooperate to reconcile the account.

Service Provisions and Cost Schedule

A. III will provide to Omnipoint the ability to offer its
subscribers a choice of one of the following FOX-branded Basic
Services at a cost to Omnipoint of $0.10 per subscriber per month:

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Choice of One Basic Service Content ad Delivery
Plus Reminder Alert
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B. In addition, Omnipoint Subscribers may elect to subscribe to any
number of the III "Single Service Selection" services below at the
following cost to Omnipoint:

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Aggregate Single Cost to Omnipoint per Subscriber
Service Selection per month per Selection
Subscriber Volume
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0 to 9,999 $.60
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10,000 to 19,999 .55
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20,000+ .50
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Single Service Selections Delivery
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FOX News Headlines 2 messages per day, plus breaking news
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FOX Business News 2 messages per day, plus breaking news
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FOX Sports 2 messages per day, plus breaking news
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TV Guide Entertainment 2 messages per day, plus breaking news
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Reminder Alert As required by Subscriber
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Company News 3 publicly traded companies delivered as news occurs
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Stock Quotes 3 publicly traded companies as news occurs
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Horoscopes 1 sign delivered daily
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Health News As occurs
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Lottery Daily, by state
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Golf Report Leaderboard Finals
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Tennis Line TBD
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In-game Sports Scores one team, end of period, quarter, plus final score
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Weather Reports 3-day report, daily, plus breaking weather
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Severe Weather Reports Hurricane, Tornado, Flood warnings and watches
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Marine Forecast Current conditions and forecast by city
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Ski Reports Resort area, daily conditions in season
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C. Omnipoint Subscribers may additionally elect to receive the
following Information Service Packages at the following cost to
Omnipoint:

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Aggregate Information Cost to Omnipoint per subscriber
Service Package per Package per month
Subscriber Volumes
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0 to 4,999 $1.05
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5,000 to 9,999 .99
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10,000+ .95
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Information Service Content and Delivery
Packages* (See Basic and Single Service for descriptions)
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FOX News Package FOX News, Business Report, Sports News, TV Guide
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Pro and College Sports Choice of 4 Teams: in-game scores, pre and
post-game news
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Entertainment Package Horoscope, Soap Operas, TV Guide
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Business Package FOX Business Report, Stocks Quotes, Dow Jones Update
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Health Package Professional/Consumer: TBD
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* Each Information Service Package includes Reminder Alert Service

D. Omnipoint Subscribers may additionally elect to receive the
following Premium Service Packages at a cost to Omnipoint per
subscriber per month as indicated below:

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Premium Information Content
Service Packages
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Financial Reporter o Stock Alerts (5 Publicly Trade Companies), parameters
$4.95 providing up to two Alters per day.
o Company News (5 Publicly Trade Companies)
o Stock Quotes (5 Publicly Trade Companies)
o Reminder Alert Service
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E. Omnipoint Subscribers may elect to receive the following
"On-Demand" Services at a cost to Omnipoint of $0.08 per
transaction:

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On-Demand Services
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A Stock Quote
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A Weather Forecast for one city
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A Sports Score for one team
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F. Nothing in this agreement shall restrict or limit Omnipoint's
ability to determine pricing charged to its subscribers for any of
the Services. Omnipoint is free to market the services under product
names of its own choosing.

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G. III certifies that it will test to ensure the systems and
services provided to Omnipoint under this agreement will continue to
perform correctly through the year 2000 transition. Such testing
shall occur prior to 4th Quarter 1999; III will provide Omnipoint
the opportunity to review the test plan prior to testing, after
which III shall implement and report upon the status of said tests.

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SCHEDULE 7

Marketing and Promotional Activities

1. Upon the execution of this Amendment, III will issue a $0.10 credit each
month to Omnipoint for each Subscriber receiving one or more Basic
Services.

2. The parties will periodically introduce new service offerings, including
promotional services (e.g., World Cup, PGA Tour, US Open, NFL packages).

3. III will attach ("tag") advertising phrases and/or an advertiser's name to
messages generated by the services. III shall notify Omnipoint of the
final text of any proposed advertising phrase and/or advertiser name no
less than three business days prior to execution.

o Omnipoint shall have the right to refuse, in its sole discretion,
the delivery of any advertiser and/or message tag, to all or any
subset, including individual Subscribers, of Omnipoint's Subscriber
base.

o Notwithstanding this provision, Omnipoint agrees that the parties
will strive to deliver a minimum of one (1) advertising `tag' per
day per Subscriber.

o III will credit to Omnipoint 20% of the net revenue derived from
advertising and commerce.

o Omnipoint may insert advertising tags on 1/3 of the messages sent to
all Subscribers. III may not alter Omnipoint's provided tags.
Omnipoint may direct the distribution of messages for such tags.

4. Omnipoint will create quarterly communications to the existing subscriber
base utilizing some or all of the following:

o Direct Mail

o Bill Inserts, Bill Messages

o Customer Newsletter

o Press releases, where appropriate

5. Omnipoint will create new collateral detailing the information services
described in Schedule 6.

6. III will work with Omnipoint to create and deliver advertising messages to
promote information services.

7. Omnipoint will explore the development of an IVR Option within the
Customer Care Automated Response System Menu (i.e., press `X' to order -->
route to Y CC team).

8. Omnipoint will explore commissioning the sales force for the sale of
information services.

9. Omnipoint will explore the option of promoting "Start your day with
Omnipoint's Wireless News Service," or similar information services
campaign.

Implementation Details

1. III will design and implement updated Customer Care Provisioning Screens,
including a conversion feature to allow the Subscriber to move from their
existing product(s) to the new services by selecting the new services and
thereby deleting their old selections, prior to the commercial launch of
the proposed services contained herein.

2. The parties will address III Provisioning Functionality and Billing/TRIS+
integration requirements.

3. The parties will update existing Service Menu Offerings, including
deleting or changing services over time, as appropriate.

4. III will develop end-user Internet solution with billing system interface.

5. III will increase the number of characters per SMS message (i.e., towards
utilizing between 150 and 160 characters per message).

6. Omnipoint will develop Customer Care on-hold message educating listeners
about the availability of information services.

7. Omnipoint will update the information services portion of the current
omnipoint.com web site.

8. III will develop an end-user Internet solution and Omnipoint will assist
with billing system and Internet interface.

9. III will augment the single selection services with additional FOX content
(e.g., Health and Sci-Tech).

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10. Omnipoint will retain the right to request the omission of specific
companies from the FOX Business Report category; III will respond to such
requests by omitting the named companies or message entirely.

11. Omnipoint will increase its communications and SMSC throughput and backup
facilities to accommodate the volume of messages anticipated by the
changes contemplated herein.

Transitional Payment Obligations

1. Upon migration of existing Value and Advanced Subscribers to the new
Services described in Schedule 6, Omnipoint's cost will be as described
in Schedule 6 for such services.

2. Schedules 1 through 5 are not applicable to or for Subscribers receiving
the new services provided in Schedule 6.

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EXHIBIT 1

III Co-operative Advertising Program Guidelines

Co-op Program Eligibility

All North American, Intelligent Information Incorporated (III) business partners
are eligible. To participate in the program, business partners must complete a
Co-op program registration form.

Co-op Program Accruals

For the period July 1, 1998 through December 31, 1998, standard Co-op will
accrue at a rate equal to 3% of the actual amounts invoiced for the period,
calculated on a quarterly basis. Accrued Co-op funds belong to III until
released for reimbursement of claims for eligible and approved activities. For
the purposes of this agreement, the Omnipoint-III Co-op fund will be maintained
separately and used exclusively for Omnipoint Co-op activities.

All information services (content) billings are considered part of the
price. No money is accrued for programming fees, telecommunication connections,
or other expenses or fees.

III reserves the right to change the amount of the accrual and the
eligible products and options at any time with sixty days (60) prior written
notice.

III reserves the right to introduce bonus programs throughout the program
year.

Co-op Program Guidelines

1. The "Powered by III" logo must appear in all advertising to qualify for
Co-op reimbursement.

2. III will provide "Powered by III" logo and usage guidelines which must be
followed to qualify for reimbursement.

3. No competitors' information services products may be featured in the same
ad.

4. Reimbursement percentage for qualified ads is 50% of the net cost of the
business partner's advertising.

5. If ad is not dedicated to III's information services, III will reimburse
the pro-rated III information services portion of the ad only.

6. To receive credit for print media, III requires a "tear-sheet" of the
advertisement and receipt copy of paid media invoice attached to the Co-op
claims submission form.

7. To receive credit for electronic media, III requires copies of commercial,
station affidavit of performance and receipt copy of paid station invoices
attached to the Co-op claims submission form.

8. All claims must be postmarked within 60 days from the date of advertising
or other promotional programs and can be submitted no later than the May
31, 1999 deadline. Claims not received by this date will be denied and any
unused balance will be forfeited.

9. III reserves the right to suspend payment of claims if business partner's
account is not current. If account is not made current prior to filing
deadline, all money accrued will be forfeited. Co-op funds can not be
applied to amount owed.

10. III reserves the right to change this program, including the amount of the
accrual and eligible products and options at any time without prior
notice.

11. Trade/barter ads, agency fees/commissions, discounts and taxes are not
reimbursable.

12. All advertising must be in compliance with local, state and federal laws
and must be in good taste. Each customer is solely responsible for any
such advertising. III expressly disclaims any liability or responsibility
for any advertising or promotion by the customer.

13. All claims and text regarding III information services must be truthful.
Any false or misleading representation will result in a denial of the
co-op claim.

14. Program participants can choose method of reimbursement on the claims
submission form. Options are credit applied to the next invoice after
approval, or check.

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Advertising Will Comply with Intelligent Information Incorporated Co-op Program
Media Usage Guidelines as Outlined in Annex A.

Annex A

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Documentation Advertising
Media Type Expenses Covered Required Requirements
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Print o Media Cost o Co-op Claims o Ad must conform
o Newspapers o Production Submission Form to III Co-op
o Magazines o 1 original ad per program guidelines
publication and "Powered by
showing name, iii" logo usage
date and location of guidelines
publication (tear o Prior approvals are
sheet). not required
o Photocopies are not
acceptable
o Copy of paid
invoice
o Multiple
Appearance Ads
must also include
"Newspaper Ad
Multiple
Appearance
Certification Form"
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Direct Mail/Retail o Net Printing Cost o Co-op Claims o Ad must conform
o Statement Stuffers o Production Submission Form to III Co-op
o Newsletters o Mailing List o 2 original samples program guidelines
o Postcards Purchase/Rental o Copy of paid and "Powered by
invoice iii" logo usage
guidelines
o Prior approvals are
not required
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TV & Radio o Media Cost o Co-op Claims o "Powered by iii"
Submission Form must be mentioned
o Copy of paid at least once.
invoice with details o Prior approvals are
of spot length, air not required
dates, number of
spots aired, cost per
spot, and total cost
o Station affidavit
and notarized copy
of video/audiotape
used
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Internet o Banner Advertising o Co-op Claims o Ad must conform
Submission Form to III Co-op
o Copy of paid program guidelines
invoice and "Powered by
o Copy of iii" logo usage
advertisement guidelines
o Prior approvals are
not required
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