CONFIDENTIAL  TREATMENT  REQUESTED  BY U.S.  WIRELESS  DATA,  INC.  FOR  CERTAIN
PORTIONS OF EXHIBIT B CONTAINED IN THIS AGREEMENT



                       AIRBRIDGE PACKET SERVICE AGREEMENT
                                     BETWEEN
                           BELL ATLANTIC NYNEX MOBILE
                                       AND
                             U.S. WIRELESS DATA INC.


                                                     Contract No. ###-##-####


                       AIRBRIDGE PACKET SERVICE AGREEMENT

    This Service  Agreement is entered  into by and between U.S.  Wireless  Data
Inc., a Colorado corporation, with a principal place of business located at 4851
Independence Street,  #189, Wheat Ridge,  Colorado 80033 ("Customer") and Cellco
Partnership,  a Delaware general  partnership,  by its managing general partner,
Bell Atlantic NYNEX Mobile,  Inc.  (hereinafter known as "BANM") with offices at
180 Washington Valley Road, Bedminster, New Jersey 07921 (the "Agreement").
    WHEREAS,   BANM  is  either   licensed   and   authorized   by  the  Federal
Communications   Commission  ("FCC")  to  provide  cellular   telecommunications
service,  or  manages on behalf of the FCC  licensee  pursuant  to a  management
agreement, in the Area (defined below); and
    WHEREAS,  the  Customer  wishes to  establish a mobile  data  communications
system through a public packet  switched  network in order to utilize the system
for data  communication by Customer and/or its Authorized Users (defined below);
and
     WHEREAS,  BANM has the capability to provide  Cellular  Digital Packet Data
("CDPD") Service, known as AirBridges Packet Service; and
     WHEREAS,  Customer  wishes to obtain such  AirBridge & Packet  Service from
BANM in the Area; and
     WHEREAS,  BANM  wishes  to make  available  AirBridges  Packet  Service  to
Customer on the terms and conditions set forth below.
     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained  herein  and  intending  to be legally  bound,  the  parties  agree as
follows:

                                      TERMS

1.        DEFINITIONS,
          ------------
As used herein the following terms shall have the following respective meaning:

Area.  The markets  listed in Exhibit A within which BANM either is licensed and
authorized by the FCC to provide commercial mobile service, or manages on behalf
of the FCC  licensee  pursuant  to a  management  agreement,  and in which  BANM
currently provides or may provide AirBridge Packet Service.

Authorized  User.  Individuals  or companies  authorized  by Customer to use the
System established by Customer.

Cellular Digital Packet Data Service ("CDPD")  Cellular radio service  utilizing
packet switching technology to transmit data over radio frequency channels.  The
raw  data  rate of CDPD is 19.2  Kilobits  per  second.  It is a  connectionless
multi-protocol  network  service  providing peer network  wireless  extension to
existing data networks.

Customer, Customer is U.S. Wireless Data Inc.

Equipment  Identifier  (EID).  An electronic  serial number "burned" into a CDPD
radio modem at the time of manufacture.

Fixed End System (FES). A host computer(s) operated by or on behalf of Customer.
<PAGE>
Kilobyte. A kilobyte is 1000 octets of data, measures at the IP packet layer. IP
header and data octets are included in the kilobyte count.

Mobile Data Base  Station  ("MDBS"),  The unit  located at BANM cell sites which
serves as the data link relay point. The MDIS communicates with each MES through
the MDBS.

Mobile Service Area.  Market areas or combinations of Market areas which Company
establishes to provide Commercial Mobile service.

Mobile Data Intermediate Systems ("MDIS"). The component of the AirBridge Packet
Service  network which performs  routing and which contains the network  control
functions,  including  the mobility  manager,  registration  and  authentication
functions.

Mobile End System ("MES"), A data terminal, CDPD radio modem, and antenna.

Network Entity  Identifier ("NEI).  A network address assigned to the MES. Each
MES has an NEI and a unique corresponding EID for authentication purposes.

Packet. The continuous sequence of binary digits of information, which is routed
through the AirBridge  Packet Service network as an integral unit.  Packet sizes
can be flexible within a range of "O" user bytes to a maximum of "2048" bytes.

Service. The Airbridge Packet Service provided pursuant to this Agreement,

2.   PROVISION OF SERVICE.
     ---------------------
     BANM hereby  undertakes to provide the Service to Customer in order for the
     Customer and/or its Authorized  Users to transmit and receive data over the
     Service network in the Area, pursuant to the terms and conditions specified
     in this Agreement.  Customer shall purchase CDPD service  exclusively  from
     BANM or its  affiliates  which provide such Service in the Area.  BANM will
     issue  NEIs  to  Customer.  All  such  NEI  assignments  shall  be  made in
     accordance with the CDPD Network Information Center policies in effect from
     time to time.

3.   PRICING.
     --------
The rate for the  Service  provided  by BANM is set forth in  Exhibit  B. In the
event Customer has selected and is purchasing  equipment through BANM, the terms
of payment and price of such equipment are set forth in Exhibit B.

4.      INSTALLATION.
        -------------
At  Customer's  request,  BANM will  provide  and/or  arrange  for  installation
services of MES equipment in Area. The rate for such installation  services will
be  negotiated  on a case by case  basis  and  will be  included  in a  separate
attachment to this Agreement.

5.   COMMITMENT OF CUSTOMER.
     -----------------------
       
Customer shall,  unless otherwise agreed upon in writing and in advance,  at its
sole expense:

     (i) purchase and maintain any equipment that Customer and/or its Authorized
     Users may require to communicate with the Service network; and

     (ii)   establish  and  maintain   facilities  or  services  for  connecting
     Customer's  and/or its Authorized Users' networks or host processors to the
     Service  network  (such as private  line  connections  and/or  frame  relay
     service); and

     (iii)  maintain at its sole  expense and option,  all MES's and ensure that
     each is technically and  operationally  compatible with the Service network
     and is in compliance with  applicable  state and federal laws,  rules,  and
     regulations; and

     (iv)  procure any other items or services,  including,  but not limited to,
     any applications  software or professional services that may be required by
     Customer and/or its Authorized  Users in connection with the Service and/or
     this Agreement; and

     (v) submit a completed copy of the form entitled, "AirBridge Packet Service
     Request Form", attached hereto as Exhibit C, for modification,  addition or
     deletion of NEIs/ElDs during the term of this Agreement; and

                                        2
<PAGE>
     pay and hereby  guarantees  the payment of all  invoices  presented by BANM
     under the terms of this Agreement.

6.      AVAILABILITY OF THE SERVICE,
        ----------------------------
The  Service is  available  for  Customer  and/or its  Authorized  Users who are
equipped for the Service when they are within the range of cell sites  providing
the Service.

     6.1  The  Service  is  subject  to  transmission   limitations   caused  by
     atmospheric and like conditions. The Service may be temporarily interrupted
     or  curtailed  due  to   government   regulations,   suspected   fraudulent
     activities,  equipment modifications,  upgrades,  relocations,  repairs and
     similar  activities  necessary  or  appropriate  for the proper or improved
     operation of the Service.

     6.2 The  Service,  although  encrypted,  is  capable  of being  intercepted
     without  knowledge of or  permission  from Customer by  unauthorized  third
     parties possessing certain types of devices or equipment.

7.      TARIFF FILINGS.
        ---------------
This Agreement and  performance  hereunder are subject to any required State and
Federal regulatory filings. Where required,  BANM shall commence the process for
submission of any such filings upon execution of this Agreement.

8.      BILLING.
        --------
  
BANM will provide Customer with a monthly invoice for the Service provided under
this Agreement. 

     8.1 The invoice will identify  charges in accordance  with Exhibit B. Terms
     of payment shall be net thirty (30) days from the date of the invoice.

     8.2 Undisputed  payments received more than thirty (30) days after the date
     of the  invoice  will  incur a late  payment  charge  in the  amount of the
     greater of one and one-half  percent  (11/2%) of the unpaid  balance or the
     applicable  limit (if any) set by law for each  month or  fraction  thereof
     that such balance shall remain unpaid.

     8.3 Customer will reimburse BANM for court costs, attorney's fees, costs of
     investigation  or collection and similar  expenses  incurred by BANM in the
     enforcement of any right or privilege hereunder. 

     8.4 BANM may verify and/or  reverify  Customer's  credit rating at any time
     and BANM may require  Customer at any time to make a suitable  deposit that
     BANM shall hold as guarantee of the payment of charges. Upon termination of
     Service,  BANM may apply Customer's deposit against Customer's bill for all
     charges.

9.      LIMITATION OF LIABILITY,
        ------------------------

     9.1 IN NO EVENT SHALL BANM BE LIABLE TO CUSTOMER,  ITS AUTHORIZED USERS, OR
     EMPLOYEES  AND/OR  AGENTS OF EITHER OF THEM,  OR ANY THIRD  PARTY,  FOR ANY
     INDIRECT,  INCIDENTAL,  SPECIAL,  CONSEQUENTIAL,  PUNITIVE DAMAGES, OR LOST
     PROFITS  OR ANY CLAIM OR DEMAND OF ANY NATURE OR KIND,  INCLUDING,  BUT NOT
     LIMITED TO, USE OR INABILITY TO USE/ACCESS THE SERVICE,  INCLUDING, BUT NOT
     LIMITED  TO,  RELIANCE BY CUSTOMER  AND/OR AN  AUTHORIZED  USER ON ANY DATA
     OBTAINED THROUGH USE OF THE SERVICE, ANY INTERRUPTION, DEFECT, ERROR, VIRUS
     OR DELAY IN OPERATION OR TRANSMISSION,  ANY FAILURE TO TRANSMIT OR ANY LOSS
     OF  DATA,  ARISING  OUT OF OR IN  CONNECTION  WITH  THIS  AGREEMENT  OR THE
     PERFORMANCE OR BREACH THEREOF.

10.       DISCLAIMER OR WARRANTIES

     10.1 DUE TO THE  POSSIBILITY  OF ERRORS  INCIDENT  IN THE USE OF CDPD,  THE
     SERVICE  FURNISHED  BY  BANM  IS  SUBJECT  TO  THE  TERMS,  CONDITIONS  AND
     LIMITATIONS  SPECIFIED  HEREIN.  BANM MAKES NO WARRANTY,  EITHER EXPRESS OR
     IMPLIED,  CONCERNING THE SERVICE, INCLUDING WITHOUT LIMITATION,  WARRANTIES
     OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE.


<PAGE>
     10.2  CUSTOMER  ACKNOWLEDGES  IT HAS SELECTED  CUSTOMER'S  SOFTWARE  AND/OR
     EQUIPMENT  (INCLUDING  EQUIPMENT THAT MAY BE PURCHASED BY CUSTOMER  THROUGH
     BANM). BANM HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER,
     DIRECTLY  OR  INDIRECTLY,  EXPRESS  OR  IMPLIED,  AS  TO  THE  SUITABILITY,
     DURABILITY,   FITNESS  FOR  PARTICULAR  PURPOSE  OR  USE,  MERCHANTABILITY,
     CONDITION OR QUALITY OF THE CUSTOMER  SELECTED  EQUIPMENT  AND/OR SOFTWARE.
     BANM SHALL NOT BE LIABLE TO  CUSTOMER  AND/OR ANY  AUTHORIZED  USER FOR ANY
     LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY
     BY THE  CUSTOMER  SELECTED  EQUIPMENT  AND/OR  SOFTWARE,  OR BY THE  USE OR
     MANUFACTURE THEREOF, OR BY ANY REPAIR,  SERVICE OR ADJUSTMENT THERETO OR BY
     ANY  INTERRUPTION  OF  SERVICE OR LOSS OF USE  THEREOF,  OR FOR ANY LOSS OF
     BUSINESS  OR  DAMAGE   WHATSOEVER  AND  HOWSOEVER  CAUSED.  TO  THE  EXTENT
     PERMITTED,  BANM  AGREES  TO  ASSIGN  TO  CUSTOMER  ANY  OF  THE  EQUIPMENT
     MANUFACTURER'S  WARRANTIES  RECEIVED BY BANM WITH  RESPECT TO THE  CUSTOMER
     SELECTED EQUIPMENT.

  11. CREDIT FOR OUTAGES
      -------------------

No credit or adjustment will be made for interruptions of the Service unless the
interruption  continues for a period of twenty-four (24) hours or more, measured
from the time the interruption is reported to BANM by Customer.  In the event of
an interruption  of the Service that continues for a period of twenty-four  (24)
hours or more,  credit  allowance  will be made,  at Customer's  request,  for a
pro-rata amount not to exceed the minimum charge per NEI for that month for each
NEI rendered inoperative by the interruption. The credit shall be available only
where the interruption is in no part due to the acts or omissions of Customer or
an Authorized User whether negligent or otherwise or by interruptions  caused by
failure of equipment or service not provided by BANM. The foregoing credit shall
be the sole and  exclusive  remedy to Customer  and/or  Authorized  User for any
interruption  of the  Service.  In order  to be  eligible  for any such  credit,
Customer must request the credit within sixty (60) days of the  commencement  of
the interruption.

12.     USE OF THE SERVICE,
        -------------------

     12.1 The  Service  furnished  hereunder  is for use only by Customer or its
     Authorized   Users.  

     12.2 Customer will be liable for all usage and  administrative  charges and
     any other losses,  damages,  charges or expenses arising from or out of the
     fraudulent  use of Service,  including  unauthorized  use resulting from or
     attributable  to Customer  and/or its  Authorized  Users.  The parties will
     actively   cooperate  in  order  to  minimize  the   fraudulent   or  other
     unauthorized use and subsequent abuse of the Service provided by BANM.

13.     USE OF MARKS,
        -------------
   
     13.1  Customer  shall not,  directly or  indirectly,  hold itself out as or
     otherwise create the impression that it is sponsored,  authorized, endorsed
     by,  affiliated  with,  or  an  agent  of  BANM  or an  affiliate  thereof.
     Additionally, Customer shall not use the name "Bell Atlantic NYNEX Mobile",
     "Bell  Atlantic",  "NYNEX" or any mark used by BANM, Bell Atlantic or NYNEX
     or any of their affiliates,  or any colorable  imitation thereof,  in or as
     part  of any  company  name or  trade  name or in any  other  confusing  or
     misleading  manner,  without  the prior  written  consent of BANM.  Nothing
     contained in this Agreement is intended to convey a license to use any such
     trademarks, service marks or trade names.

14.  INDEMNIFICATION.
     ---------------

     (a)  Customer  shall  defend,  indemnify,  and save  harmless  BANM and its
     successors and assigns and its employees and agents and their heirs,  legal
     representatives  and assigns from any and all claims or demands whatsoever,
     including the costs, expenses and reasonable attorney's fees

                                        4
<PAGE>
     incurred on account thereof,  that may be made by any person,  specifically
     including,  but not limited to, employees of the Customer,  including,  but
     not limited to,  claims for bodily injury  (including  death to persons) or
     damage to property  (including theft) occasioned by or alleged to have been
     occasioned  by the acts or omissions of Customer,  its employees or persons
     furnished by the Customer whether negligent or otherwise.

     (b)  Customer  shall  defend  BANM at  BANM's  request,  against  any  such
     liability,  claim or demand.  The  foregoing  indemnification  shall  apply
     whether Customer or BANM defends such suit or claims. BANM agrees to notify
     Customer  promptly of any written  claim or demands  against BANM for which
     Customer is responsible hereunder.

15.      TERM OF AGREEMENT,
         ------------------
   
     15.1 This  Agreement  shall be  effective  when  executed by an  authorized
     representative of BANM ("Effective Date"). The term of this Agreement shall
     be  three  (3)  years  from  the  Effective   Date.  This  Agreement  shall
     automatically  renew for  additional one (1) year terms unless either party
     provides at least sixty (60) days written  notice  prior to the  expiration
     thereof of its intention not to renew this Agreement.

16.  TERMINATION OF THE SERVICE.
     ---------------------------

     16.1 Upon  nonpayment  of any sum due BANM, or upon a violation by Customer
     of any of the provisions of this Agreement,  BANM may give Customer written
     notice of such nonpayment  and/or  violation.  If Customer fails to rectify
     the nonpayment or the violation within thirty (30) days of being given such
     written notice, then BANM may immediately, without incurring any liability,
     temporarily  discontinue  or  interrupt  the  furnishing  of the Service to
     Customer.

     16.2  Should  Customer  or its  Authorized  User's  MES's be used  with the
     Service  provided by BANM in  violation  of any of the  provisions  of this
     Agreement,  BANM may, immediately upon written notice to Customer,  without
     incurring any liability, take such action as it may reasonably determine is
     necessary or appropriate for the provision of the Service to its customers.
     Customer  shall  effect  the  discontinuance  of any use of MES  that is in
     violation of this Agreement immediately upon notice to it of the violation,
     and shall  confirm in writing to BANM  within five (5)  business  days that
     such use has been  discontinued.  BANM may, in sole  discretion,  choose to
     restore  service to the MES in question when Customer has complied with the
     provisions of this Section 17.2.

17.  TERMINATION OF AGREEMENT.
     -------------------------

     17.1 Upon Default by Customer under this  Agreement,  of which Customer has
     been given written  notice,  and which Customer has not cured within thirty
     (30) days of such written notice BANM may, without incurring any liability,
     immediately terminate this Agreement.

     17.2 For purposes of this Section 19, "Default" shall be defined as:

          17.2.1  Failure by Customer  to pay any charge  when due (i.e.  within
          thirty (30) days of date of invoice) or to perform or observe any term
          or condition of this Agreement;  or 

          17.2.2  Institution  by the Customer of any  proceeding in bankruptcy,
          reorganization,  or insolvency;  institution  against  Customer of any
          proceeding  in  bankruptcy,  reorganization,  or  insolvency  that  is
          acquiesced to or not dismissed within ninety (90) days; appointment of
          a receiver for any substantial part of Customer assets;  the making of
          an assignment  for the benefit of creditors or an admission in writing
          of Customer of its inability to pay its debts as they mature.


18.  PROPRIETARY AND CONFIDENTIAL INFORMATION.
     -----------------------------------------
In connection with BANM's  provision of the Service,  certain  confidential  and
proprietary,  technical,  financial or business  information may be disclosed by
BANM.  The  term  "Information,"  as  used  in  this  Agreement,   includes  all
specifications,  drawings, sketches, models, samples, reports, plans, forecasts,
current or historical data,  computer  programs or  documentation  and all other
technical,   financial  or  business  data.   "Proprietary  and/or  Confidential
Information"  is defined as  Information  which is in the possession of BANM, is
not generally available to the public, and which BANM desires to protect against
unrestricted  disclosure or competitive use. All Information  which is disclosed
by BANM to Customer and which is to be protected hereunder as Proprietary and/or
Confidential Information of BANM shall:

  a.      if in writing or other  tangible  form,  be  conspicuously  labeled as
          proprietary, confidential or the like at the time of delivery; and

  b.       if oral, be identified as Proprietary and/or Confidential Information
           prior to disclosure and be reduced to a writing  labeled as indicated
           in (a) above within fifteen (15) business days after its disclosure.

  BANM shall  have the right to correct  any  inadvertent  failure to  designate
  Information as Proprietary and/or Confidential  Information as set forth above
  by written  notification as soon as practical (but in no event later than five
  (5)  business  days)  after such error is  determined.  After  receiving  said
  notification,  Customer shall from that time forward treat such Information as
  Proprietary and/or Confidential Information.

  c.       With respect to Proprietary and/or Confidential  Information provided
           under  this  Agreement,  Customer  shall  during  the  tenrm  of this
           Agreement  and for two (2) years after  termination  or expiration of
           this Agreement:

          (1) hold the Proprietary and/or Confidential Information in strictest
           confidence;  and 
          (2) restrict  disclosure  and/or use to solely those
           employees of Customer  with a need to know and not disclose it to any
           other parties;  and 
          (3) advise those  employees of their  obligations  with respect to the
          Proprietary  and/or  Confidential  Information and use the Proprietary
          and/or Confidential Information only for the purposes hereunder except
          as may otherwise be mutually agreed upon in writing.

  d.     Any Information  disclosed by BANM to Customer which BANM holds subject
         to an obligation  of  confidence to a third party,  shall be subject to
         the  same  level  of  protection  as  Proprietary  and/or  Confidential
         Information   of  BANM'S,   provided  BANM  advises   Customer  of  the
         confidential nature of such third party Information.

  e.      Customer shall have no obligation to preserve the  proprietary  nature
          of any Information which:

     (1) is made public by BANM; or
           
     (2)  was  previously  known  to  Customer  free of any  obligation  to keep
     confidential and is so documented; or

     (3) is received by a third party without  restriction and without breach of
     this Agreement; or

     (4) is independently developed by Customer and is so documented; or

     (5) which  Customer is required to disclose  pursuant to a valid order of a
     court or other  governmental  body or any political  subdivision  thereof-,
     provided, however, that Customer shall first have given notice to BANM.

  f.     All  Information  shall be deemed the  property of BANM.  Upon  request
         Customer  shall  return all  Information  in  tangible  form to BANM or
         destroy all such Information.

  g.     Upon  discovery of any disclosure by Customer,  its agents,  employees,
         consultants or  contractors,  of any  Proprietary  and/or  Confidential
         Information,  Customer shall notify BANM and, at its own expense,  take
         all steps  necessary to prevent any further  disclosure of  Proprietary
         and/or Confidential Information in violation of this Agreement.

  h.     Nothing  contained in this Agreement  shall be construed as granting or
         conferring  any  rights by  license  or  otherwise  in any  Information
         disclosed to Customer.
                                        6
<PAGE>
19.     MISCELLANEOUS,

     19.1 Entire Agreement:  Amendment. This Agreement and the attached Exhibits
     constitute  the entire  agreement  between the parties  with respect to the
     provision of the Service and  associated  services and  supersede all prior
     agreements,  proposals,  and  understandings,  whether written or oral. Any
     modification  or  waiver  of any  provision  of this  Agreement  must be in
     writing and signed by authorized representatives of the parties.

     19.2 Severability.  If any provision, or portion thereof, of this Agreement
     is invalid or unenforceable  under applicable statute or rule of law, it is
     only to that extent to be deemed omitted, and such  unenforceability  shall
     not affect any other provision of this Agreement,  but this Agreement shall
     then be construed as if such  unenforceable  provision  or  provisions  had
     never been contained herein.

     19.3 Independent Contractor.  No party nor its employees or agents shall be
     deemed to be employees or agents of the other  party,  it being  understood
     that each party is an  independent  contractor  for all purposes and at all
     times,  and each party  shall be wholly  responsible  for  withholding  and
     payment of all federal,  state,  and local income and other  payroll  taxes
     with respect to its employees, including contribution from them as required
     by law.

     19.4 Waiver.  The failure by Customer or BANM at any time to enforce any of
     the provisions of this Agreement or any right with respect thereto, will in
     no way be construed to be a waiver of such  provisions  or rights or in any
     way to affect the  validity of this  Agreement.  The exercise by a party of
     any  rights  under  the terms or  provisions  of this  Agreement  shall not
     preclude or prejudice  the  exercising  thereafter of the same or any other
     right.

     19.5  Governing  Law.  Subject  to any  tariffs  on file  with any state or
     federal regulatory body, this Agreement shall be governed by the law of the
     State of New Jersey  regardless  of any  conflicts  of laws or rules  which
     would require the application of the laws of another jurisdiction.

     19.6 Notices. Any notice to be given hereunder by either party to the other
     shall be in writing and shall be valid and  sufficient if dispatched by: a)
     registered  or certified  mail,  postage  prepaid in any post office in the
     United States; b) hand delivery; or c) overnight courier prepaid.

     Notices to BANM shall be addressed to: 

                           Bell Atlantic NYNEX Mobile
                           180 WashingtonValley Road
                          Bedminster, New Jersey 07921
                        Attention: GM Product Management

                   with a copy to Legal Dept. - same address

     Notices to Customer shall be addressed to:

                            U.S. Wireless Data Inc.
                         4851 Independence Street, #189
                           Wheat Ridge, Colorado 80033
                                   Attention:

     If either party  changes its address  during the term  hereof,  it shall so
     advise the other party in writing and any notice thereafter  required to be
     given shall be sent by certified mail to such new address.

     19.7 Captions.  The captions in this Agreement are for convenience only and
     shall not be construed to define or limit any of the terms herein.

     19.8 Publicity and  Advertising.  Without the prior written  consent of the
     other  party,  no party  hereto  will  disclose to any person the terms and
     conditions  of this  Agreement,  except as may be  required by law and then
     only in compliance with Section 18.3(e).  Customer shall submit to BANM all
     advertising,  sales promotion,  press releases and other publicity  matters
     relating  to the Service  furnished  by BANM under this  Agreement  wherein
     BANM's name or marks is mentioned or language from which the  connection of
     said names or marks  therewith may be inferred or implied.  Customer  shall
     not publish or use such advertising,  sales promotion,  press releases,  or
     publicity matters without BANM's prior written approval. 7
<PAGE>
     19.9 Assignment.  Any assignment of this Agreement, in whole or in part, or
     any other interest  hereunder without BANM's prior written consent shall be
     void. It is further agreed that BANM, upon written notice to Customer,  may
     assign this  Agreement,  in whole or in part, or any of its rights,  duties
     and  obligations  under this  Agreement  to its  parent,  an  affiliate  or
     affiliates of BANM, or to a partnership or  partnerships in which BANM, its
     parent or an affiliate has an BANM interest.  This Agreement  shall benefit
     and be binding upon the parties hereto and their respective  successors and
     permitted assigns.

     19.10  Authorized  Signatures.  BANM and Customer each  represent  that the
     individual signing this Agreement on its behalf has the power and authority
     to enter into this  Agreement and that this  Agreement  constitutes a valid
     and binding obligation of each party.

     19.11  Compliance  with Laws Both parties shall comply with all  applicable
     local,  state,  and  federal  regulations,  laws,  ordinances,  rules,  and
     decisions.

     19.12  Acts of God.  In no event  shall  BANM  have any  liability  for any
     failure to comply with this  Agreement,  if such  failure  results from the
     occurrence  of any  contingency  beyond  the  reasonable  control  of BANM,
     including  without  limitation,  the cellular provider serving a particular
     area,  strike  or  other  labor  disturbance,  riot,  theft,  flood,  fire,
     lightning,  storm, any act of God, power failure,  war, national emergency,
     interference by any government or governmental agency, embargo, seizure, or
     enactment of any law, statute, ordinance, rule or regulation.

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

CELLCO PARTNERSHIP                                U.S. Wireless Data, Inc.
By Bell Atlantic NYNEX Mobile, Inc.,

By:  /s/ Cynthia J. White                         By: /s/ Rod Stambaugh
     --------------------                            ---------------------
Name:    Cynthia J. White                         Name:   Rod Stambaugh
-----    ----------------                         -----   -------------
Title:   Executive Vice President & COO           Title:  President & CEO
------   ------------------------------           ------  ---------------
Date:    8/14/97                                  Date:   8/12/97
-----    -------                                  -----   -------

                                        8
<PAGE>

                                    EXHIBIT A

This Exhibit A sets forth the Area(s),  as that term is used in this  Agreement,
in which BANM is  authorized to provide CRS as described in this  Agreement.  In
this Exhibit  there is  described  the  individual  counties of the MSA's and/or
RSA's in which BANM is authorized to conduct its CRS operations

    1 .        (a)      COUNTIES OF THE MSA(S) IN WHICH BANM IS LICENSED:

Bronx NY, Kings NY, New York NY, Queens NY, Richmond NY, Putnam NY, Rockland NY,
Westchester  NY, Bergen NJ, Nassau NY, Suffolk NY, Essex NJ, Morris NJ, Somerset
NJ, Union NJ,  Hudson NJ and Passaic NJ of the New York MSA;  Bucks PA,  Chester
PA, Delaware PA,  Montgomery PA,  Philadelphia PA,  Burlington NJ, Camden NJ and
Gloucester NJ of the  Philadelphia  MSA;  Essex MA,  Middlesex MA,  Plymouth MA,
Suffolk MA and  Rockingham NH of the Boston MSA;  District of Columbia,  Charles
MD, Montgomery MD, Prince Georges MD, Alexandria City VA, Fairfax City VA, Falls
Church City VA, Manassas City VA,  Manassas Park City VA,  Arlington VA, Fairfax
VA,  Loudoun VA and Prince  William VA of the  Washington DC MSA;  Allegheny PA,
Beaver PA,  Washington PA and  Westmoreland PA of the Pittsburgh MSA;  Baltimore
City MD, Anne Arundel MD,  Baltimore MD, Carroll MD, Harford MD and Howard MD of
the Baltimore MSA; Hartford CT, Middlesex CT and Tolland CT of the Hartford MSA;
New Haven CT of the New Haven MSA;  Madison NY,  Worcester  MA of the  Worcester
MSA;  Lackawanna  PA, Carbon PA, Lehigh PA,  Northampton PA and Warren NJ of the
Allentown  MSA;  Charles City VA,  Chesterfield  VA,  Goochiand VA,  Hanover VA,
Henrico  VA,  Gaston  NC,  Meklenburg  NC and  Union  NC of the  Charlotte  MSA;
Middlesex  NJ of the New  Brunswick  MSA;  Hampden  MA and  Hampshire  MA of the
Springfield MSA;  Greenville SC, Pickens SC and Spartanburg SC of the Greenville
MSA; New Castle DE, Salem NJ and Cecil MD of the Wilmington MSA;  Monmouth NJ of
the Long  Branch  MSA;  Bristol  MA of the New  Bedford  MSA;  Lexington  SC and
Richland SC of the Columbia MSA;  Gloucester VA, Hampden City VA, James City VA,
Poquoson  City VA,  Berks PA of the Reading  MSA;  Mercer NJ of the Trenton MSA;
Hillsborough  NH of the  Manchester  MSA;  Atlantic  NJ and  Cape  May NJ of the
Atlantic  City MSA;  Orange NY of the  Orange  County  MSA;  Dutchess  NY of the
Poughkeepsie  MSA; New London CT of the New London MSA;  Alexander  NC, Burke NC
and Catawba NC of the Hickory MSA;  Berkshire MA of the Pittsfield MSA; Anderson
SC of the  Anderson  MSA;  Cumberland  NJ of the  Vineland  MSA;  Warren  NY and
Washington  NY of the Glen  Falls  MSA;  Chittenden  VT and Grand Isle VT of the
Burlington MSA.

(b)  COUNTIES  OF  THE  RSA(S)  IN  WHICH  BANM  IS  LICENSED: 
Hunterdon in NJ 1-HUNTERDON;  Ocean in NJ 2-OCEAN;  Sussex in NJ 3-SUSSEX;  Kent
and  Sussex in DE 1-KENT;  Kent,  Queen  Annes,  Talbot,  Caroline,  Dorchester,
Wicomico, Somerset, Calvert, St. Marys, and Worcester in MD 2-KENT; Frederick in
MD 3-FREDERICK;  Lee, Wise, Dickenson,  Buchanan,  Russell and Norton City in VA
1-LEE; Frederick,  Clark, Shenandoah,  Page, Rappahannock,  Fauquier, Warren and
Winchester City in VA 10-FREDERICK (Bl); Mason,  Jackson,  Roane, and Calhoun in
WV 1-MASON;  Wetzel, Tyler, Doddridge,  Ritchie,  Gilmer, Lewis, Pleasants in WV
2-WETZEL; McKean, Camerom, and Elk in PA 2-MCKEAN; Butler, Clarion, Lawrence and
Armstrong in PA 6-LAWRENCE  (B2);  Indiana,  Jefferson  and  Clearfield in PA 7-
JEFFERSON; Greene and Fayette in PA 9-GREENE; Huntingdon, Juniata and Mifflin in
PA 11-  HUNTINGDON;  Windham in CT 2-WINDHAM;  Newport in RL-NEWPORT;  Cherokee,
Clay, Graham, Macon, Swain, Haywood,  Jackson and Transylvania in NC 1-CHEROKEE;
Anson, Montgomery,  Richmond,  Scotland in NC 5-ANSON;  Cabarrus, Stanly, Rowan,
Iredell, and Davie in NC 15-CABARRUS;  Laurens, Greenwood, McCormick, Edgefield,
Saluda, Newberry and Abbeville in SC 2-LAURENS;  Calhoun, Orangeburg,  Barnwell,
Bamberg  and  Allendale  in SC 7-  CALHOUN;  Oconee  in SC  1-OCONEE;  Cherokee,
Chester,  Union  and  Fairfield  in SC  3-CHEROKEE;  Lancaster  and  York  in SC
9-LANCASTER;  Barnstable,  Dukes and  Nantucket  in MA 2-  BARNSTABLE;  Carroll,
Belknap and  Merrimack in NH  2-CARROLL;  Franklin,  Orleans,  Essex,  Lamoille,
Washington,  Caledonia and Orange in VT 1-FRANKLIN;  Addison,  Rutland, Windsor,
Bennigton and Windham in VT 2-ADDISON;  Dawson, Lumpkin, White, Habersham, Hall,
Banks, Franklin, Stephens, Rabun, Barrow in GA 2-DAWSON.

                                        9
<PAGE>
                                    EXHIBIT B

                                 PRICE SCHEDULE


$ *   per month per NEI

$ *   per kilobyte

$ *   activation fee per NEI



* CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY U.S. WIRELESS DATA, INC. FOR THIS
PORTION OF THIS DOCUMENT PURSUANT TO COMMISSION RULE 24b-2. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 10
<PAGE>
                                    EXHIBIT C
                     AirBridge's Packet Service Request Form

Please fax requests to Jeffrey Pazkiewicz or Patrick Aanstoots at 908-658-4889

Contract Number                                   Date
Customer Number                                    Quantity

MDIS            EID's            NEI's            Activation/Deactivation Date
   1.             1.               1.             1.
   2.             2.               2.             2.
   3.             3.               3.             3.
   4.             4.               4.             4.
   5.             5.               5.             5.

 MDIS           EID's             NEI's            Activation/Deactivation Date
   1.             1.               1.             1.
   2.             2.               2.             2.
   3.             3.               3.             3.
   4.             4.               4.             4.
   5.             5.               5.             5.

MDIS           EID's            NEI's            Activation/Deactivation Date
   1.             1.               1.             1.
   2.             2.               2.             2.
   3.             3.               3.             3.
   4.             4.               4.             4.
   5.             5.               5.             5.

MDIS           EID's            NEI's            Activation/Deactivation Date
   1.             1.               1.             1.
   2.             2.               2.             2.
   3.             3.               3.             3.
   4.             4.               4.             4.
   5.             5.               5.             5.

Authorized Signer:
                                    Print Name and Title
Signature: