CDPD VALUE ADDED RESELLER AGREEMENT

        This CDPD Value Added Reseller Agreement (this "Agreement"), dated as of
April 30, 1997, is made between AT&T Wireless Data, Inc., a Delaware  coloration
doing  business as AT&T  Wireless  Services,  for cellular  digital  packet data
("CDPD")  communications service (defined below) provided by AT&T Wireless Data,
Inc., d/b/a AT&T Wireless Services and its Affiliates,  collectively,  ("AT&T"),
and U.S.  Wireless  Data,  Inc., a corporation  organized  under the laws of the
State of Colorado, for itself ("Customer").

                                    RECITALS

         A. Customer would like to receive Service from AT&T, in connection with
Customer's provision of certain value-added  communications  services to its End
Users.

         B.  AT&T  wishes  to  provide   Service  to  Customer  based  upon  the
value-added  communications  services  provided by Customer to its End Users, in
accordance with the terms and conditions of this Agreement.

                                   AGREEMENTS

         In  consideration  of the mutual promises  contained in this Agreement,
the Parties hereby agree as follows:

Section 1.        Definitions

1.1 Affiliate means, with respect to any entity,  any other entity that directly
Controls, is Controlled by or is under common Control with the first entity.

1.2 Application means the combination of the Service and Customer's  value-added
communications  services  provided  to its End Users.  The  Application  is more
specifically described in Exhibit A hereto.

         1.3 Control (and all conjugations  thereof) means,  with respect to any
entity, the direct or indirect  possession of the power to direct the management
and policies of such entity.

         1.4 End User means the  individuals  or  entities  obtaining  access to
Service from Customer.

         1.5 Number  means,  for each End User,  the AT&T  network  and  service
identifier  numbers and various other  network,  equipment  and service  numbers
assigned to Customer for that End User to obtain access to Service.

         1.6 Service means the CDPD communication service and associated support
services provided to Customer by AT&T.

           1.7 Service Area means those portions of AT&T's CDPD operating  areas
as identified by AT&T from time to time (the "Service Area") and as set forth in
Exhibit B hereto, as amended from time to time.
<PAGE>
Section 2.      The Service

         2.1      Provision

               2.1.1 Service is available to each of  Customer's  users or units
          within AT&T's Service Area as long as Customer's CDPD transmitting and
          receiving  equipment (the  "Equipment") is turned on,  programmed with
          AT&T  network  and  service  identifier  numbers  (collectively,   the
          "Numbers").

               2.1.2  Service  provided  pursuant  to  this  Agreement  will  be
          provided   only   upon   the   request   of   Customer's    authorized
          representatives, and not by End Users, and only in connection with the
          Application.

               2.1.3 Customer is not authorized  under this Agreement to use the
          Service  independent of the  Application  or in  conjunction  with any
          other Application unless such Application is described and attached in
          Exhibit A hereto.

         2.2 Support Services.  AT&T will provide to Customer,  and not directly
to End Users,  network  monitoring,  technical  assistance and  trouble-shooting
support of the Service through AT&T's technical  assistance center (the "ATAC"),
The ATAC will be staffed and available to Customer's authorized  representatives
twenty-four  (24)  hours  per day,  seven  (7) days  per week to  perform  these
functions and to address Customer's  inquiries.  Customer will provide AT&T with
access to contacts and dispatch  information to facilitate  appropriate response
to Service interruptions.

         2.3 Numbers.  Customer  shall be issued an initial amount of Numbers as
set forth in the Service Plan  attached as Exhibit C hereto.  Customer may order
additional numbers by completing a Service Request Form, Additional Numbers will
be issued to Customer provided  Customer is not in default hereof-,  and subject
to any  requirements for a security  deposit.  AT&T may change any of Customer's
Numbers -from time to time, by giving Customer written notice thereof. AT&T will
use its best  efforts to minimize  such  changes.  Customer  will inform its End
Users of the  provisions  of this Section and agrees that neither it nor its End
Users will  acquire any  proprietary  right in any specific  Number  provided by
AT&T.

                  2.4.1 Customer will use' the Service only for lawful  business
purposes and only in connection with the Application, and may resell the Service
only in connection with the Application and as provided by this Agreement.

                  2.4.2 AT&T  authorizes  Customer  to provide any or all of the
Service to End Users in connection with End Users' use of the Application,

                  2.4.3 AT&T is obligated only to Customer,  with which it is in
privity of  contract.,  and not to End Users,  with whom AT&T is not in privity,
End Users are not to be deemed third-party beneficiaries of this Agreement.

                  2.4.4  Customer  is  solely  responsible  for  all  risks  and
expenses  incurred with its actions or omissions in the provision of the Service
or the provision of the  Application to End Users,  including but not limited to
payment to AT&T for all charges for Service used by Customer or its End Users or
third  Patties  using a Number  assigned to Customer.  In  connection  with such
activities,  Customer  will act in all  respects for its own account and will be
responsible  for  such  things  as  credit  verification,   deposits,   billing,
collection,  bad debts and any  unauthorized  use of the Service by End Users or
any third Patty using a Number assigned to Customer.


<PAGE>
                  2.4.5  Customer will disclose to End Users the  provisions set
forth in Exhibit D.

                  2.4.6  Customer  is  responsible  for  all  End  User  support
regarding  all  aspects  of End Users' use of the  Service  (whether  arising in
connection  with  hardware,  software or Service),  including but not limited to
issues relating to modems,  protocol stacks,  software  configuration and setup,
usability issues, Service activation, Service coverage, billing, and any and all
other aspects of technical services and customer care. This includes, but is not
limited to, Customer taking the End Users' calls and using reasonable commercial
efforts to remedy any Customer or End  User-identified  problem  without  AT&T's
participation,  Customer  will  report a problem  to AT&T  only upon  reasonable
verification  that the problem is due to reasons other than misuse,  malfunction
or the failure of the Customer  Equipment to meet the  technical  standards  for
compatibility with the Service,  or failure of the End User to understand how to
use the Service.

                  2.4.7  The  Service   will  not  be  used  to   transmit   any
communication  where the message,  or its  transmission  or  distribution  would
involve any local court order or  regulation or would likely be offensive to the
recipient or recipients thereof.

         2.5 Continuing Right. AT&T will have the continuing right to market and
sell,  the service and any other  communications  services to any third Parties,
including  but not  limited  to  current,  future  and  potential  End  Users of
Customer.

         2.6  Procedures.  Customer  will  comply  with  AT&T's  procedures  for
obtaining Numbers and for activating  Service with respect to any End User. AT&T
may from time to time modify these  procedures by giving Customer written notice
of such modification.

           2.7 Service  Area.  The Service is available  only within the Service
  Area and is subject to (a)  transmission  limitations  caused by  atmospheric,
  topographical  or  other  conditions  affecting  transmission,  (b)  equipment
  modifications,  repairs and other similar activities  necessary for the proper
  or improved operation of the Service, and (c) equipment failures beyond AT&T's
  reasonable  Control.  AT&T will not be responsible  ,for any  interruption  or
  inability to use the Service  that  results from  equipment or systems used in
  connection  with the Service or the  Application.  AT&T may amend Exhibit B to
  add or delete  any  portion  of the  Service  Area from time to time by giving
  written notice to Customer.

           2.8  Interruptions  and Field Trials.  The Service may be temporarily
  refused, limited,  interrupted or curtailed due to governmental regulations or
  orders,  system  capacity  limitations  or  equipment   maintenance,   repair,
  modifications, upgrades or relocation. AT&T will attempt to notify Customer of
  scheduled and unscheduled  network outages that are expected to last more than
  four (4) hours and that may affect the Service.  Customer will  cooperate,  at
  AT&T's  expense,  in  conducting  any field  tests and trials that AT&T or any
  Service  provider  reasonably  determines are necessary or desirable to ensure
  the performance and reliability of the Service.


<PAGE>
  Section 3.      Interconnection

           Customer  will be required to obtain and pay for any  interconnection
  services required to connect Customer to AT&T's CDPD network to be used by End
  Users.  In the event that  individual  connectivity  to End Users is required,
  Customer will follow AT&T policies and procedures for such connections.

  Section 4.      Customer Equipment

           Customer  will  be  responsible  for  the  acquisition,  programming,
  installation,  maintenance  and repair of all equipment  (other than equipment
  comprising  portions of AT&T's CDPD network)  necessary to enable Customer and
  its End Users to receive the Service  ("Customer  Equipment").  Customer  will
  ensure that all Customer Equipment is technically and operationally compatible
  with the Service and meets all  applicable  federal and state laws,  rules and
  regulations.

  Section 5.           Rates

     5.1  Customer  will pay AT&T for Service  provided to Customer  and its End
Users in  accordance  with the  Service  Plan.  Unless @ Service  Plan  provides
otherwise,  AT&T shall not  increase  the rates  contained  in the Service  Plan
within  six  months  from  the  effective  date of this  Agreement,  Thereafter,
however,  AT&T may increase the rates contained in the Service Plan from time to
time on thirty days (30) written notice to Customer;  provided, however, if such
increase is unacceptable  to Customer,  Customer may terminate this Agreement by
providing  AT&T with  written  notice at least  fifteen (I 5) days in advance of
such termination.  Notwithstanding the foregoing, if AT&T rescinds its notice of
rate increase within such fifteen days,  this Agreement will not terminate,  but
will remain in full force and effect.  AT&T may decrease the rates  contained in
the Service Plan from time to time upon written  notice to Customer,  effective,
on the date  specified on such notice,  To the extent AT&T arranges for Customer
to receive Service from non-AT&T Service  providers.  Customer will pay AT&T for
Service at Company's regular retail rate for such Service,

        5.2  Customer  may  obtain  any rate that is  available  to a  similarly
situated  reseller of Company.  Customer may at any time notify  Company that it
chooses to Obtain  Service under a different  Rate Sheet,  provided that Company
may, upon receipt of notice of Customer's  election,  either revise Exhibit C to
reflect  such  election or terminate  this  Agreement  and offer  Customer a new
agreement.

Section 6.       Invoices, Payments, Taxes and Security Deposits

     6.1 1 Invoices. AT&T will provide Customer written invoices on a monthly

     6.2  Payment.  Customer  will pay each  invoice  within  thirty  (30)  days
following  its receipt  thereof  Any  payment not  received by the due date will
accrue interest at the rate of one and one-half  percent (1.5%) per month or the
maximum lawful rate. Additional fees will be assessed for any check returned for
insufficient funds,

     6.3. Disputed Charges.  If the amount of any invoice is disputed,  Customer
will pay the entire  amount of the invoice by the due date and will include with
such payment a detailed  statement  sufficient  to allow AT&T to  ascertain  the
disputed amount and the reasons for the dispute.  Any amount not disputed within
ninety (90) days of an invoice due date may not thereafter be disputed. Customer
and AT&T will use good faith  efforts to resolve any dispute  within  sixty (60)
days of receipt of such statement.

        6.4 Taxes.  Customer will pay all  applicable  federal,  state and local
sales, use, public  utilities,  gross receipts or other taxes or fees imposed on
AT&T as a result of this  Agreement  (other than taxes imposed on the not income
of AT&T).  Customer will provide  certificates of resale required for the states
in which it will  resell  service,  as  indicated  on Exhibit C.  Customer  will
reimburse AT&T for any such taxes or fees paid by AT&T on Customer's behalf.

        6.5. Security  Deposits.  AT&T may from time to time require Customer to
provide it with a cash deposit,  irrevocable letter of credit, or other security
acceptable to AT&T based upon AT&T's assessment of Customer's creditworthiness.

Section 7.     Term and Termination

     7.1 Term.  The initial ten of this  Agreement will begin on the date hereof
and, unless earlier  terminated in accordance with this Section 7, will continue
for a  three  (3)  year  term.  This  Agreement  will  automatically  renew  for
successive one-year renewal terms unless either Party, at least ninety (90) days
prior to the end of the then-current  term,  notifies the other Party in writing
Of its intent to terminate this Agreement.

     7.2 Termination

          7.2.1 If either Party breaches a material term of this Agreement,  and
     such Party fails to cure the breach within  thirty (30) days  following its
     receipt of written notice from the non-breaching  Party (or ten days in the
     event of non-payment of any amounts due hereunder),  then the non-breaching
     Party,  in addition to any other  remedies it may have at law or in equity,
     may terminate this Agreement upon written notice to the breaching Party.

          7.2.2 This  Agreement  will  automatically  terminate  in the event of
     either  Party's  dissolution,  insolvency,  assignment  for the  benefit of
     creditors or filing for relief under the provisions of the bankruptcy  laws
     or similar creditor protection laws.

          7.2.3  AT&T may  terminate  this  Agreement  immediately  and  without
     penalty  upon  written  notice to Customer  if the  Federal  Communications
     Commission or any other  regulatory  agency or court  promulgates any rule,
     regulation,  judgment or order that (a) prohibits or substantially  impedes
     (in effect or Application) AT&T from fulfilling its obligations  hereunder,
     (b) prohibits or  substantially  impedes  non-AT&T  Service  providers from
     providing  Service,  or (c)  adversely  affects  AT&T's  ability to conduct
     business  upon terms and  conditions  acceptable  to it.  AT&T will  notify
     Customer promptly  following AT&T's  determination that an event permitting
     termination under this Section has occurred.

          7.2.4 If  Customer  shall at any time  fail to meet the  Service  Plan
     requirements  set forth in Exhibit C,  Company  may provide  Customer  with
     ninety  (90)  days  written  notice  either 1) that  Customer  is no longer
     eligible to receive Service under this  Agreement,  or 2) that Company will
     modify the Service Plan in accordance  with  Customer's  actual  usage.  If
     Customer is unable, during the sixty (60) day period after Company's notice
     is sent,  to satisfy the  eligibility  criteria,  Company and Customer will
     renegotiate the Service Plan  Requirements.  If the parties fail to reach a
     mutually  acceptable  agreement  regarding  the  Service  Plan  within  the
     following thirty (30) day period,  Company may either,  immediately or upon
     notice to  Customer,  1) modify the  Service  Plan,  or 2)  terminate  this
     Agreement without further notice, in its sole discretion.

         7.3 Survival.  Sections 8,  9,10,1,1,  12, 16 and 17 (together with all
other  provisions  of this  Agreement  that may  reasonably  be  interpreted  or
construed  as  surviving  termination)  will  survive  the  termination  of this
Agreement.

         7.4 Payment upon  Termination.  Upon  termination of this Agreement for
any reason, all amounts owing to AT&T hereunder will become due and payable.


  Section 8. Force Majeure

           Neither  Party will be liable for any loss,  damage,  cost,  delay or
  failure  to perform  resulting  from  causes  beyond  its  reasonable  Control
  including,  but not  limited  to, acts of God,,  fires,  floods,  earthquakes,
  strikes, insurrections, riots, lightening or storms, or delays of suppliers or
  subcontractors for the same causes.

  Section 9.        Indemnification

     9.1 MUTUAL INDEMNITY. EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD THE OTHER,
THE OTHER'S SUBSIDIARIES AND AFFILIATES (AND THEIR RESPECTIVE OWNERS, DIRECTORS,
OFFICERS,  EMPLOYEES,  REPRESENTATIVES  AND AGENTS) AND ANY  UNDERLYING  CARRIER
ENABLING THE  PROVISION  OF SERVICE  HARMLESS  AGAINST ANY  DAMAGES,  LOSSES AND
EXPENSES  (INCLUDING   REASONABLE   ATTORNEYS'  AND  EXPERT  WITNESS'  FEES  AND
DISBURSEMENTS,  WHETHER AT TRIAL OR ON ANY APPEAL) ARISING OUT OF OR RELATING TO
ANY CLAIMS, ACTIONS OR OTHER PROCEEDINGS THAT (A) ARE BROUGHT BY OR ON BEHALF OF
ANY THIRD PARTY, AND (B) RESULT FROM THE INDEMNIFYING PARTY'S BREACH, FAILURE TO
PERFORM OR OTHER  MISCONDUCT IN CONNECTION  WITH ITS DUTIES,  OR THE EXERCISE OF
ITS RIGHTS UNDER THIS AGREEMENT.

     9.2 ADDITIONAL INDEMNITY.  CUSTOMER FURTHER AGREES TO DEFEND, INDEMNIFY AND
HOLD AT&T, ITS SUBSIDIARIES AND AFFILIATES,  THEIR RESPECTIVE OWNERS, DIRECTORS,
OFFICERS,  EMPLOYEES,  REPRESENTATIVES  AND  AGENTS AND ANY  UNDERLYING  CARRIER
ENABLING THE PROVISION OF SERVICE  (COLLECTIVELY,  AS USED IN THIS SUBPARAGRAPH,
"AT&T") HARMLESS AGAINST ANY DAMAGES,  LOSSES AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' AND EXPERT  WITNESS' FEES AND  DISBURSEMENTS,  WHETHER AT TRIAL OR ON
ANY  APPEAL)  ARISING  OUT  OF OR  RELATING  TO ANY  CLAIMS,  ACTIONS  OR  OTHER
PROCEEDINGS  THAT ARE  BROUGHT  BY OR ON  BEHALF  OF END  USERS;  PROVIDED  THAT
CUSTOMER'S  OBLIGATIONS  TO DEFEND,  INDEMNIFY  AND HOLD AT&T  HARMLESS WILL NOT
APPLY TO THE EXTENT THE CLAIM,  ACTION OR  PROCEEDING  RESULTS FROM AT&T's GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.

  Section 10.  No Warranties

AT&T SUPPLIES A SERVICE,  AND NOT GOODS.  AT&T MAKES NO  WARRANTIES,  EXPRESS OR
IMPLIED,  WITH RESPECT TO THE SERVICE OR TIE-IN  PERFORMANCE OF ANY  OBLIGATIONS
HEREUNDER  INCLUDING,  WITHOUT  LIMITATION,  WARRANTIES  OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR  PURPOSE.  ALL SUCH WARRANTIES ARE EXPRESSLY  EXCLUDED.
AT&T IS NOT THE MANUFACTURER OF ANY CUSTOMER  EQUIPMENT AND MAKES NO WARRANTIES,
EXPRESS OR IMPLIED,  WITH RESPECT  THERETO.  AT&T PROVIDES ACCESS TO INFORMATION
PROVIDED BY OTHER  SOURCES,  HOWEVER AT&T ACCEPTS NO LIABILITY  FOR AND MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT THEREOF.
<PAGE>
Section 11.  Limitation of Liability

     11.1 NO  CONSEQUENTIAL  DAMAGES.  NEITHER PARTY WILL BE LIABLE TO THE OTHER
(OR ITS END USERS, CUSTOMERS OR ANY THIRD PARTY) FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL  DAMAGES ARISING OUT OF SUCH PARTY'S FAILURE TO PERFORM UNDER THIS
AGREEMENT. NOTHING IN THIS SECTION 11.1 WILL LIMIT A PARTY'S OBLIGATION TO FULLY
INDEMNIFY  THE OTHER  UNDER  SECTION 9 FOR ACTIONS  BROUGHT BY THE  INDEMNIFYING
PARTY'S CUSTOMERS, END USERS OR BY ANY THIRD-PARTY, EVEN IF SUCH ACTIONS INCLUDE
CLAIMS FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

     11.2  LIMITATION OF ACTIONS.  EXCEPT FOR ACTIONS ARISING IN CONNECTION WITH
SECTION  9,  NEITHER  PARTY MAY BRING AN A LEGAL  ACTION  WITH  RESPECT  TO THIS
AGREEMENT MORE THAN TWENTY-FOUR (24) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

     11.3 LIABILITY  CAP.  EXCEPT FOR  LIABILITIES  ARISING UNDER SECTION 9, THE
AGGREGATE  LIABILITY OF AT&T TO CUSTOMER FOR CLAIMS  RELATING TO THIS AGREEMENT,
WHETHER  FOR BREACH OR IN TORT,  WILL NOT EXCEED THE AMOUNT  PAID BY CUSTOMER TO
AT&T IN THE TWO MONTH PERIOD PROCEEDING THE DATE THE CLAIM AROSE.

     11.4 PARTY.  FOR THE PURPOSES OF THIS SECTION I 1, "PARTY" MEANS THE PARTY,
ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OWNERS DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS AND SUPPLIERS.

     11.5 SECURITY.  ALTHOUGH THE SERVICE USES AN ENCRYPTED TECHNOLOGY,  AND THE
LAW GENERALLY  PROHIBITS THIRD PARTIES FROM MONITORING  CELLULAR  TRANSMISSIONS,
AT&T  CANNOT  GUARANTY  THE  SECURITY OF DATA  TRANSMISSIONS.  AT&T SHALL NOT BE
LIABLE FOR ANY LACK OF  SECURITY  RELATING  IN ANY WAY TO USE OF THE  SERVICE OR
CUSTOMER'S OR ITS END USERS DATA TRANSMISSIONS.

Section 12.  Confidentiality

     12.1  Confidential  Information.  As used in this Agreement,  "Confidential
Information"  means any  information  of  either  AT&T or  Customer  that is not
generally known to the public, whether of a technical,  business or other nature
(including,  but  not  necessarily  limited  to,  trade  secrets,  know-how  and
information relating to the technology,  customers,  business plans, promotional
and marketing  activities,  finances and other business  affairs of such Party).
AT&T's Confidential  Information includes,  among other things, the rates, terms
and conditions relating to AT&T's provision of Service to Customer.


<PAGE>
     12.2 Use and  Disclosure.  In the performance of or otherwise in connection
with this  Agreement,  any Party (the  "Receiving  Party") may  receive  certain
Confidential  Information  of the other  Party  (the  "Disclosing  Party").  The
Receiving  Party,  except as  expressly  provided  in this  Agreement,  will not
disclose such Confidential  Information to anyone without the Disclosing Party's
prior written  consent.  The  Receiving  Party will not use, or permit others to
use,  Confidential  Information for any purpose other than the purpose for which
it was disclosed. The Receiving Party will take all reasonable measures to avoid
disclosure,  dissemination  or  unauthorized  use of  Confidential  information,
including, at a minimum, those measures it takes to protect its own confidential
information of a similar nature.

     12.3  Exceptions.  The  provisions  of Section  12.2 will not 'apply to any
information  that (a) is or becomes  publicly  available  without breach of this
Agreement, (b) can be shown by documentation to have been known to the Receiving
Party at the time of its receipt from the  Disclosing  Party,  (c) is rightfully
received from a third Party who did not acquire or disclose such  information by
a wrongful or tortuous  act, or (d) can be shown by  documentation  to have been
independently  developed  by  the  Receiving  Party  without  reference  to  any
Confidential Information.

         12.4  Disclosure  to  Governmental  Entities.  If the  Receiving  Party
becomes  legally   obligated  to  disclose   Confidential   Information  to  any
governmental entity with jurisdiction over it, the Receiving Party will give the
Disclosing Party prompt written notice  sufficient to allow the Disclosing Party
to seek a protective order or other appropriate remedy. The Receiving Party will
disclose only such  information  as is required by the  governmental  entity and
will use its reasonable  best efforts to obtain  confidential  treatment for any
Confidential Information that is so disclosed.

         12.5 Ownership;  Return.  All Confidential  Information will remain the
exclusive property of the Disclosing Party, and the Receiving Party will have no
rights, by license or otherwise,  to use the Confidential  Information except as
expressly  provided herein.  The Receiving Party promptly will return or destroy
all  tangible  material  embodying  Confidential  Information  (in any  form and
including,   without   limitation,   all  summaries,   copies  and  excerpts  of
Confidential  Information) upon the earlier of (a) the completion or termination
of the dealings  between the Disclosing  Party and the Receiving  Party, and (b)
the Disclosing Party's written request,


Section 13.      Notices

         All notices and other communications relating to this Agreement Will be
made in writing and will be deemed to have been duly  delivered,  effective upon
receipt, if sent to the address set forth below each Party's signature.

Section 14.     Assignment

         Except as provided  in this  Section  14,  neither  Party may assign or
transfer this  Agreement,  or its rights or obligations  hereunder,  without the
prior  written  consent  of the  other  Party.  Either  Party  may  assign  this
Agreement, without the other's consent, to (a) any Affiliate of the assignor, or
(b) any person or entity that acquires the assignor or substantially  all of the
assignor's  business  through  any  merger,  consolidation  or  stock  or  asset
purchase;  provided  that the  assignee  agrees  in  writing  to be bound by the
provisions of this Agreement. In addition, AT&T may assign certain of its rights
and obligations under this Agreement without Customer's consent.


Section 15.     No Agency

         AT&T and Customer are independent  contracting Parties.  This Agreement
does not create any partnership,  joint venture or agency  relationship  between
the Parties.
<PAGE>
Section 16.     Marks

         Customer  recognizes  the right,  title and interest of AT&T,  the CDPD
Systems and their respective Affiliates in and to all service marks,  trademarks
and  trade  names  used by any of them  in  connection  with  the  Service  (the
"Marks").  Customer  will not gain any  rights  to the  Marks by  virtue of this
Agreement and will not use any Marks without Company's prior written consent.

Section 17.     General

         17.1 State  law/venue.  This  Agreement will be governed by the laws of
the State of  Washington,  without  reference  to its choice of law  rules.  Any
proceeding to enforce any rights or  obligations  hereunder  shall be brought in
King County, Washington.

         17.2  Attorneys'  fees.  In the event an action is  commenced by either
Party to enforce the terms of this Agreement, the substantially prevailing Party
in such action  shall be entitled to its  reasonable  costs and  attorneys'  and
expert witness' fees incurred therein and on any appeal thereof.

17.3 Entire agreement. This Agreement, together with its attached Exhibits, sets
forth the entire  agreement  between the Parties  concerning  the subject matter
hereof Any amendment or modification to this Agreement will be effective only if
made in writing and signed by both Parties.  Provided,  however,  this Agreement
shall be  deemed  automatically  amended  to the  extent  inconsistent  with any
federal,  state or local law,  regulation,  court order or tariff required to be
filed by AT&T.

         17.4 Waiver.  The waiver of any provision or default of this  Agreement
will not constitute a waiver of any other provision or default. If any provision
of this Agreement is deemed to be unenforceable,  the remaining  provisions will
remain in full force and effect.

         17.5  Compliance with laws. AT&T and Customer shall at all times comply
in all material respects with all laws, rules and regulations  applicable to the
performance of this Agreement.

The Parties have executed this Agreement on the date first above written.


U.S. Wireless Data, Inc.                      AT&T Wireless Data, Inc.

<PAGE>
                                    EXHIBIT A
                                   Application


                           CONFIDENTIAL & PROPRIETARY

<PAGE>


                                    EXHIBIT B
                                  Service Area
Customer is authorized to provide the Service in the following MSAS.,

Arizona                  Phoenix*, Tucson*

California               Fresno, Sacramento, San Diego*, San Francisco*, 
                         San Jose*, Bakersfield

Colorado:                Denver

Connecticut:             Bridgeport*, Hartford*, New Haven*, New London/Norwich*

Delaware                 Wilmington', Dover*

Florida                  Orlando, Tampa/St.  Petersburg, West Palm Beach, 
                         Boca Raton Miami, Ft.Lauderdale, Lakeland/Winter Havcn*

Illinois*                Chicago*

                         (Gary*, Indianapolis*

Kentucky:                Louisville*

Maryland                 Baltimore, Frederick

Massachusetts:           Boston*, Worcester*

Michigan                 Detroit*

Minnesota                Minneapolis/St.  Paul

Missouri                 St-Louis'

Nevada                   Las Vegas, Reno

New Hampshire!           Manchester*

New Jersey*              Atlantic City', Trenton*.  Long Branch*. New Brunswick"
                         Ocean City*, Vineland

New Mexico               Albuquerque', Las Cruces'

New York                 New York

North Carolina:          Charlotte*, Raleigh*

Ohio:                    Cincinnati*.  Columbus*.  Dayton*, Clcveland.  Akron', 
                         Canton

Oklahoma                 Oklahoma City, Tulsa
<PAGE>
Oregon,                  Portland

Pennsylvania,            Pittsburgh, Allentown*, Philadelphia*

South Carolina:          Columbia", Greenville,

Tennessee,               Memphis, Nashville

Texas                    Austin, Dallas/Ft.  Worth, San Antonio, El Paso*,
                         Houston*, Galveston*

Utah                     Salt Lake City

Virginia                 Newport News*, Richmond*, Norfolk*

Washington              Seattle/Everett, Tacoma

Washington D.C.*


* These markets are available for Service through an intercarrier arrangement.

<PAGE>
                                    EXHIBIT C

(Confidentially  for this page of this document has been  requested  pursuant to
Commission rule 24b-2.  The omitted  material has been filed separately with the
Commission.)



<PAGE>


  Billing Guidelines for Calls.

         1.  General.  AT&T will bill  Customer  on a monthly  basis for Service
furnished  under this Agreement,  including  regular monthly Service charges and
usage charges for all data  transmissions  processed  through the Number.  Usage
charges include charges on a per kilobyte basis for transmissions  that are sent
or received by Equipment  programmed with a Number  assigned to Customer.  Usage
charges may also include charges for additional  services  offered by AT&T which
Customer may subscribe to at rates determined by AT&T from time to time.

         2. Access Charges.  Access charges are billed monthly in arrears. Usage
charges  are  billed  monthly in  arrears.  If AT&T  agrees to  provide  Service
features to Customer,  Company reserves the right to charge a reasonable fee for
adding or deleting Service features.

         3.     measurement, The measurement of a transmission is in kilobytes.

         4. Loss of Registration- Registration may be "lose'(i.e., involuntarily
disconnected)  for a  variety  of  reasons,  including  atmospheric  conditions,
topography,  weak batteries,  system  overcapacity,  movement  outside a service
area,  and gaps in coverage  within a service  area.  Loss of  registration  may
result in retransmissions and additional usage charges.

Minimum Number Requirements:

     1. Customer shall maintain,  within one year of the date of this Agreement,
a minimum of 1000 active Numbers,

     2. Customer  shall  maintain,  within  eighteen  months of the date of this
Agreement, a minimum of 3000 active Numbers.

     3  Customer  shall  maintain,  within  three  years  of the  date  of  this
Agreement, a minimum number of 4,500 active Numbers.

Failure to Meet  Minimum  Number  Requirement.  In the event  Customer  fails to
achieve  the minimum  Number  requirements  set forth in this  Exhibit C for any
given month, Customer shall pay to AT&T in addition to all other amounts due the
difference  between  Customer's  actual Numbers and the required minimum Numbers
times the minimum  monthly  usage set forth in Exhibit C for each month in which
Customer fails to achieve such minimum. Continued failure to meet Minimum Number
Requirements shall give rise to AT&T's right to terminate under section 7.2.4

Promotional  Tools,  AT&T will provide  Customer  with up to two Numbers,  at no
charge, with unlimited usage in AT&T markets,  and up to 10 Numbers at a rate of
$30 per month,  with  unlimited  usage in AT&T  markets.  Usage  outside of AT&T
markets  and all  taxes  on usage  relating  to such  Numbers  will  remain  the
responsibility of Customer.

<PAGE>
                                    EXHIBIT D

                              End User Disclosures

I END USER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT.

2. [END USER]  UNDERSTANDS  THAT  [CUSTOMER] IS AN AUTHORIZED RE- SELLER OF AT&T
WIRE- LESS PACKET DATA SERVICE.

3. [END USER]  UNDERSTANDS  AND AGREES THAT IT HAS NO  CONTRACTUAL  RELATIONSHIP
WHATSOEVER WITH AT&T WIRELESS  SERVICES AND THAT [END USER] IS NOT A THIRD PARTY
BENEFICIARY OF ANY AGREEMENT BETWEEN [CUSTOMER] AND AT&T WIRELESS SERVICES.

4. []END USER]  UNDERSTANDS AND AGREES THAT AT&T WIRELESS  SERVICES WILL HAVE NO
LEGAL,  EQUITABLE OR OTHER  LIABILITY  OF ANY KIND TO (END USER].  IN ANY EVENT,
AT&T  WIRELESS  SERVICES'  ,TOTAL  LIABILITY  ARISING  IN  CONNECTION  WITH THIS
AGREEMENT WHATSOEVER  (INCLUDING BUT NOT LIMITED TO ANY FAILURE OR DISRUPTION OF
THE CDPD  SERVICE  PROVIDED  HEREUNDER)  IS  LIMITED TO PAYMENT OF DAMAGES IN AN
AMOUNT EQUAL TO THE  PROPORTIONATE  FIXED  MONTHLY  CHARGE  PAYABLE FOR SERVICES
PROVIDED TO [END USER]  UNDER THIS  AGREEMENT  FOR THE PERIOD OF SERVICE  DURING
WHICH SUCH DAMAGES OCCUR.

5. UNLESS CAUSED BY THE  NEGLIGENCE OF [CUSTOMER] OR AT&T WIRE,  LESS  SERVICES,
[END USER] WILL INDEMNIFY AND HOLD AT&T  WIRE-LESS  SERVICES (AND ITS AFFILIATED
COMPANIES AND ANY OF THEIR OFFICERS,  EMPLOYEES AND AGENTS) HARMLESS AGAINST ALL
CLAIMS (INCLUDING,  WITHOUT LIMITATION,  CLAIMS FOR LIBEL, SLANDER, COPYRIGHT OR
PATENT  INFRINGEMENT  OR ANY  PERSONAL  INJURY OR  DEATH)  ARISING  DIRECTLY  OR
INDIRECTLY FROM (END USER) USE,  FAILURE TO USE, OR INABILITY TO USE THE NUMBERS
ASSIGNED TO IT OR THE CDPD SERVICE,, THIS INDEMNITY WILL SURVIVE THE TERMINATION
OF THIS AGREEMENT.

6. ALTHOUGH CDPD SERVICE USES AN ENCRYPTED  TECHNOLOGY,  AND THE LAWS  GENERALLY
PROHIBITING  PARTIES  FROM  MONITORING  CELLULAR  TRANSMISSIONS,  AT&T  WIRELESS
SERVICES (-AN No' I ' GUARANTY THE SECURITY OF DATA TRANSMISSIONS.  NEITHER AT&T
WIRELESS  SERVICES NOR ANY  UNDERLYING  CARRIER  SHALL BE LIABLE FOR ANY LACK OF
SECURITY  RELATING  IN  ANY  WAY  TO USE OF THE  SERVICE  OR  (END  USER'S  DATA
TRANSMISSIONS.

7. [END USER] WILL NOT USE THE SERVICE TO TRANSMIT ANY  COMMUNICATION  WHERE THE
MESSAGE,  OMITS  TRANSMISSION OR DISTRIBUTION WOULD VIOLATE ANY LAW, COURT ORDER
OR  REGULATION,  OR WOULD  LIKELY BE OFFENSIVE  TO THE  RECIPIENT OR  RECIPIENTS
THEREOF.

8. [END USER] USES THE INFORMATION ACCESSED BY THE CDPD SERVICE AT ITS OWN RISK.