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



                               CDPD NATIONAL DATA
                              SERVICE AND EQUIPMENT
                                    AGREEMENT

                                  PREPARED FOR



                             U.S. WIRELESS DATA INC.

<PAGE>
                             NATIONAL CORPORATE CDPD
                         SERVICE AND EQUIPMENT AGREEMENT


                                TABLE OF CONTENTS


  I.      Agreement

  II.     Exhibit A - GTEMC Markets

  III.    Exhibit B - Service and Pricing

  IV.     Exhibit C - Joint Marketing Operating Terms



<PAGE>
                             U.S. WIRELESS DATA INC.
National Corporate Account CDPD Service and Equipment Agreement


This CDPD Service and  Equipment  Agreement  (this  "Agreement")  is between GTE
Mobile  Communications  Service  Corporation  on its behalf and on behalf of GTE
Mobilnet  Incorporated and Contel Cellular Inc. and their respective  affiliates
and  partnership  interests  (collectively  referred  to as  "GTEMC")  and  U.S.
Wireless Data Inc.  ("Customer")  for the provision of Cellular  Digital  Packet
Data Services  ("CDPD  Services") in the those markets (the "Markets") set forth
on Exhibit A hereto,  as modified from time to time by GTEMC.  The parties agree
as follows:


1.       Term. The term of this Agreement  shall be for an initial period of two
         (2) years,  which shall commence as set forth in paragraph 13. Upon the
         expiration of the initial period,  this Agreement  shall  automatically
         and  perpetually  renew for  additional  periods of two (2) years each,
         unless  canceled by either party upon written notice given to the other
         party at least ninety (90) days prior to the  expiration of the initial
         term and any renewal term then in effect.

2.       Service  Pricing.  Pricing for CDPD Services will be in accordance with
         the Pricing Plan which is attached  hereto and  incorporated  herein as
         Exhibit B. The parties agree that GTEMC will be the exclusive  provider
         of CDPD  Services in all GTEMC  markets  listed in Exhibit A.  Customer
         optionally  may purchase  GTEMC's CDPD services in markets not owned by
         GTEMC  using the same  pricing  shown in Exhibit B. It is  specifically
         acknowledged  and agreed by the parties  that GTEMC cannot and will not
         attempt to set,  influence or determine the service rates or pricing of
         other carriers.

3.       Minimum  Requirement.  In consideration  for the CDPD Services provided
         herein, Customer is required to meet the revenue commitments as defined
         in Exhibit B.

4.       Specification  of Service.  GTEMC or an affiliate  company will provide
         and procure for Customer CDPD Services for Customers application in the
         Markets.  The areas  effectively  served may be subject to transmission
         limitations  caused by  atmospheric  and other  natural  or  artificial
         conditions,  including the type and  condition of Customers  equipment.
         GTEMC assumes no  responsibility to Customer or its CDPD Services users
         for marginal  transmissions arising from or related to interruptions or
         limitations  caused by any natural,  atmospheric or artificial  causes.
         The names  assigned to GTEMC's CDPD  Services,  "Coverage"  and "Local,
         State, Regional and National" are representative terms that do not

<PAGE>
         imply or denote that actual CDPD Services  coverage is coterminous with
         these respective geographical areas. In any geographical area there may
         be sections in which CDPD Services coverage does not exist.

5.       NEls.  In connection  with its  provision of CDPD  Services  hereunder,
         GTEMC shall provide Customer with an NEI for each user device. Customer
         shall acquire no  proprietary  interest in any such NEI  designated for
         its use,  and  GTEMC  reserves  the  right to  change  such  NEls or to
         re-assign such NEls to other customers.

6.       Equipment.  GTEMC may,  but shall not be obligated  to, make  available
         CDPD  equipment  (the  "Equipment")  for purchase by Customer.  In such
         event,  GTEMC will provide to Customer the terms and conditions for the
         purchase of such Equipment.

7.       Data  Services  Reporting  and  Billing.  For CDPD  Services  charges,
         payment terms are as follows:

Payment for CDPD Services is due within thirty (30) days of the date of invoice.
Overdue  balances shall accrue a late payment fee equal to the lesser of one and
one-half  percent  (1.5%)  per month on any  amount  not paid  when due,  or the
highest  amount  allowable by applicable  state law or tariff.  The fee shall be
paid every month on all outstanding overdue balances,  and shall be prorated for
each day  that  the  payment  is  overdue.  Such  late  payment  fee will not be
compounded monthly. If timely payment is not received in full, GTEMC may, at its
sole option and without limiting any other remedy available under law or in this
Agreement,  disconnect  CDPD  Services,  subject  to a  reconnection  charge for
service  restoration.  Customer must meet GTEMC's established credit criteria in
order to receive CDPD Services hereunder.

8.       Taxes. Prices are exclusive of all federal,  state,  municipal or other
         government, excise, sales, use, occupational, or like taxes. The amount
         of any present or future tax applicable to the sale of the Equipment or
         CDPD Services  shall be paid by the Customer or, in lieu  thereof,  the
         Customer   shall  furnish  GTEMC  with  a   tax-exemption   certificate
         acceptable to the appropriate tax authorities.

9.        Limitation of  Liability.  GTEMC shall not be liable to Customer or to
          CDPD Services users for  interruptions  caused by failure of equipment
          or CDPD Services,  failure of communications,  power outages, or other
          interruptions not within the complete control of GTEMC. There shall be
          no  credits,  reductions,  or  setoff  against  the  charges  for CDPD
          Services for downtime or  interruption  of CDPD  Services  unless such
          CDPD Services interruption exceeds twenty-four (24) hours in duration.
          GTEMC shall  provide  Customer  with a credit  equal to one  thirtieth
          (1/30) of the  recurring  monthly  charge for CDPD  Services  for each
          twenty-four  (24) hour period from the time of notice of  interruption
          until  CDPD  Services  restoration,   provided  that  Customer  timely
          notifies GTEMC of the CDPD Services interruptions.

                                       2
<PAGE>
         The  liability  of GTEMC for any cause  whatsoever,  including  but not
         limited to any failure or disruption of CDPD  Services  provided  under
         this Agreement,  regardless of the form of action,  whether in contract
         or tort or  otherwise,  shall be  limited  to an amount  equivalent  to
         charges  payable by Customer  under this  contract 'for the services or
         products furnished hereunder during the period such claim arose.

        Notwithstanding  any  provision  contained  herein,  GTEMC  shall not be
        liable to Customer,  or to its users of CDPD Services,  for any special,
        incidental,  consequential or punitive  damages of any kind,  including,
        but not limited to, loss of business  opportunity,  loss of profits,  or
        loss of use of the Equipment.

10.     General Provisions.

        A. Service Disclaimer.  Except as expressly set forth herein, GTEMC make
        no warranties or representations,  either express or implied, concerning
        the CDPD Services and GTEMC  expressly  disclaims  warranties of fitness
        for a particular use or purpose, the warranty of merchantability and any
        other warranty implied by law.

        B.  Force  Majeure.  Neither  party  shall be liable  for any  delays or
        failure to perform  resulting  directly or indirectly  from acts of God,
        any governmental authority, accidents and disruptions,  including fires,
        explosions,  war,  insurrection,  riots, labor disputes and strikes.  In
        addition to such causes,  neither party shall in any event be liable for
        delay or failure to perform  resulting  directly or indirectly  from any
        cause which is beyond that party's reasonable control.

        C.  Regulations.  This  Agreement  shall at all times be  subject to the
        decisions,   orders,  statutes  and  rules  of  the  federal  and  state
        regulatory  authorities  having  jurisdiction  over  the  CDPD  Services
        provided under this Agreement.

        D.   Events of Default.

                  1. It shall be a  Customer  default  under this  Agreement  if
                  Customer is sixty (60) days overdue on any undisputed payments
                  under Exhibit B.

                  2. Any one of the following  events shall constitute a default
                  by either party under this Agreement:

                    a. Either party becomes insolvent or makes an assignment for
                    the benefit of creditors;

                    b. A receiver, trustee, conservator, or liquidator of all or
                    a  substantial  part of either  party's  assets is appointed
                    with or without said party's application or consent;

                    c. A  petition  is filed by or  against  (without  dismissal
                    within 60 days)  either party under the  Bankruptcy  Code or
                    any amendment

                                                         3
<PAGE>
                    thereto or under any other  insolvency law or laws providing
                    for the relief of debtors; or

                    d. Either party  assigns or attempts to assign this contract
                    to a third party, except as set forth in Section 1OF.

          E. Remedies and Termination. Either party may terminate this Agreement
          in the event of the other party's  material  default,  as set forth in
          Section 10, which remains  unresolved  for a period of sixty (60) days
          following  written  notice  by the  non-defaulting  party.  GTEMC  may
          terminate this Agreement, without liability to Customer, in any of the
          areas set forth on Exhibit A, wherein  GTEMC or an  affiliate  company
          sells,  ceases to own, manage or operate the network  therein.  Should
          GTEMC  terminate this  Agreement,  the Customer shall be entitled to a
          refund of any  payment  made in  advance of the  actual  provision  of
          services.

          F. Non-assignment.  Neither party may assign this Agreement, except to
          an  affiliate  company or upon  GTEMC's sale of any market as provided
          hereinafter,  without  the other's  prior  written  consent,  and such
          consent shall not be unreasonably  withheld.  However, in the event of
          the sale of any market or the  cessation of  ownership,  management or
          control by GTEMC,  GTEMC may seek the  assignment of this Agreement to
          its successor without the requirement of Customers  consent.  However,
          nothing  contained  herein  shall be  construed  as an  obligation  or
          requirement  by GTEMC to obtain any such  assignment or as a condition
          of sale of any market or customer base.

          G.  Non-waiver.  Failure of either party to this  Agreement to enforce
          any right  shall not  constitute  a waiver of such  right or any other
          right,  whether  of a  similar  or  dissimilar  nature,  and shall not
          prohibit the exercise of the same right at a future date.

          H.  Severability.  In the event that any  provision of this  Agreement
          shall be found to be void or unenforceable,  such finding shall not be
          construed to render any other provision of this Agreement  either void
          or  unenforceable,  and all  other  provisions  which are  invalid  or
          unenforceable shall not substantially affect the rights or obligations
          granted to or undertaken by either party.

          I.  Headings.  The headings of the  provisions  of this  Agreement are
          inserted for convenience only and shall not constitute a part hereof.

          J. Law Governing. This Agreement is entered into under the laws of the
          State of Georgia and shall be construed thereunder.

11. Notice.  Any notice to be given hereunder by either party to the other shall
be in writing and shall be deemed given when sent by postage  prepaid  certified
or registered United States mail.

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<PAGE>
         Notices to GTEMC shall be addressed to:

                  GTE Mobile Communications Service Corporation
                  Data Products Department
                  245 Perimeter Center Parkway 2NLA
                  Atlanta, Georgia 30346
                  Attn.:     William Warford (770-391-8467)
                  Attn.:     Ed Huelsman (972) 527-3268

                  cc:    Business Development/Contracts Counsel (same address)


         Notices to Customer shall be addressed to:

                  Rod Stambaugh
                  U.S. Wireless Data Inc.
                  1123 Western Avenue
                  Mill Valley, CA 94941
                  Phone: (415) 389-1755

        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 given to such new address.

12.     Entire Agreement.  This Agreement,  including all Exhibits,  constitutes
        the entire and only  agreement  between the  parties  with regard to the
        subject matter  hereof,  and any  representation,  promise or condition,
        whether  oral  or  in  writing,   including  prior  or   contemporaneous
        representations  of sales  representatives  or other personnel of GTEMC,
        which is not fully set forth herein or expressly  incorporated herein by
        reference  shall not be binding  upon either  party.  Any addition to or
        waiver, alteration or modification of the foregoing conditions shall not
        be valid or binding upon either party unless made in writing, and signed
        on behalf of both parties by an authorized representative.


13.     Term.  The term of this  Agreement is from August 1, 1997 to 
        August 1, 1999.

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<PAGE>
The  parties  hereto  have  executed  this  Agreement  through  duly  authorized
representatives  and wishing to be legally  bound hereto are so bound as of this
first day of August, 1997.


U.S. WIRELESS DATA INC.       GTE MOBILE COMMUNICATIONS SERVICE CORPORATION

By:  Rod Stambaugh            By:  Byron W. Smith
     ----------------              -------------------
     (Signature)                   (Signature)

Name:Rod Stambaugh                 Name: ________________________
Title: President                   Title:________________________


Reviewed by legal

8/18/97        DSV 
-------        ---
Date          Initial 



                                        6
<PAGE>
                                    Exhibit A
                                   GTEMC MARKETS
                                   GTE Markets

       City                                        State

       Akron                                       OH
       Austin                                      TX
       Bakersfield                                 CA
       Brandenton                                  FL
       Canton                                      OH
       Cleveland                                   OH
       Frankfort                                   KY
       Fresno                                      CA
       Honolulu                                    HI
       Houston                                     TX
       Galveston                                   TX
       Greensboro                                  NC
       Greenville                                  VA
       Indianapolis                                IN
       Lakeland-Winter Haven                       FL
       Lorain-Elyria                               OH
       Louisville                                  KY
       Memphis                                     TN
       Nashville                                   TN
       Newport News                                VA
       Norfolk                                     VA
       Petersburg-Colonial Heights                 VA
       Raleigh-Durham                              NC
       Richmond                                    VA
       San Diego                                   CA
       San Francisco-Oakland                       CA
       San Jose                                    CA
       Tampa                                       FL
       Visalia-Tulare                              CA


                                        7
<PAGE>

                                  GTE Mobilnet







                                        8

<PAGE>

                                    Exhibit A
                                   (continued)


                                 Non-GTE Markets

         AMERITECH
          Chicago                                     IL
          Cincinnati                                  OH
          Dayton                                      OH
          Aurora-Elgin                                IL
          Joliet                                      IL
          Gary                                        IN
          Detroit-Ann Arbor                           MI
          Flint                                       MI
          St. Louis                                   MO



                                        9
                                           
<PAGE>


                                    Exhibit A
                                   (continued)


                                 Non-GTE Markets

 BELL ATLANTIC/NYNEX
         Allentown                                   PA
         Atlantic City                               NJ
         Baltimore                                   MD
         Boston                                      MA
         Bridgeport/Stamford                         CT
         Norwalk/Danbury                             CT
         Charlotte                                   NC
         Frederick                                   MD
         Hartford                                    CT
         Hunterdon                                   NJ
         Long Branch-Asbury Park                     NJ
         Manchester-Nashua                           NH
         New Brunswick                               NJ
         New Haven                                   CT
         New London/Norwich                          CT
         NYC                                         NY
         Petersburg-Colonial Heights                 PA
         Philadelphia                                PA
         Pittsburgh                                  PA
         Trenton                                     NJ
         Washington                                  DC
         Wilmington                                  DE
         Worchester-Fitchburg                        MA
<PAGE>

                                  GTE Mobilnet








                                       11

<PAGE>
                                    Exhibit A

                                   (continued)


                                 Non-GTE Markets

   AT&T WIRELESS
           Dallas                                             TX
           Denver                                             co
           Jacksonville                                       FL
           Las Vegas                                          NV
           Miami-Ft Lauderdale                                FL
           Minneapolis-St. Paul                               MN
           Modesto                                            CA
           Oklahoma City                                      OK
           Orlando                                            FL
           Portland                                           OR
           Reno                                               NV
           Sacramento                                         CA
           Salt Lake                                          UT
           San Antonio                                        TX
           Seattle-Everett                                    WA
           Stockton                                           CA
           Tulsa                                              OK
           West Palm Beach                                    FL

   SOUTHWESTCO
           Albuquerque                                        NM
           Cococino                                           AZ
           El Paso                                            TX
           Las Cruces                                         NM
           Phoenix                                            AZ
           Tucson                                             AZ






<PAGE>

                                  GTE Mobilnet











                                       13



<PAGE>
                                    Exhibit B
                               PRICE PLANS & TERMS
                                                           

1.   Primary Service Rate Plan:
-----------------------------

     Activation        Monthly           Included         Price Above
        Fee            Minimum            Kbytes        Included Kybtes

         *                *                  *                *

2.   Minimum Cumulative Revenue Commitments To GTF-MC:
---------------------------------------------------------

                      Year 1                                   Year 2

             Ql     Q2      Q3     Q4                  Q1      Q2     Q3    Q4
           $20K   $140K   $380K  $700K               $1.1M  $1.5M  $2.0M  $2.75M

3.   Penalty Terms & Fees:
--------------------------


At the end of each quarter,  should  Customer not generate the minimum  schedule
revenue  shown above,  GTEMC will invoice the  Customer the  difference  between
actual  revenue  generated and the minimum  schedule  revenue.  Customer will be
required to submit payment to GTEMC within 30 days of receipt of invoice.


* 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.


                                       14
<PAGE>
                                  GTE Mobilnet

  







                                       15
<PAGE>
                                
                                    Exhibit B
                                   (continued)

4. Alternate Service Rate Plan Selection:


At any time during this agreement term, Customer will be allowed the option once
to change to the  service  rate plan  listed  below  along  with the  associated
committed revenue schedule.

     Activation        Monthly           Included         Price Above
        Fee            Minimum            Kbytes        Included Kybtes

         *                *                  *                *

                Year 1                                      Year 2

       01      Q2     Q3      Q4                    Ql       Q2     Q3      Q4
     $15K     $75K  $200K   $400K                  $500K   $700K  $800K   $1 M

If Customer  exercises this option,  GTEMC will re-compute all revenue generated
from the beginning of the agreement according to this rate plan. Also GTEMC will
invoice  the  customer  for any  penalty  fees  associated  with  this  schedule
according to penalty fee calculations  defined in 3 above.  Customer will not be
allowed additional changes to rate plans once this option is exercised.


* 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. 

                                      16
<PAGE>
                                    EXHIBIT C

                         JOINT MARKETING OPERATING TERMS

The parties to the Agreement agree to jointly market the US Wireless Data (USWD)
Solution (as defined below) pursuant to the following terms and conditions:

1)      USWD SOLUTION.  The "USWD Solution" includes:

         a)     A USWD Tranz Enabler product; and

         b)     A GTE CDPD NEI address; and

         c) A USWD provided credit/debit card transaction payment service with a
         competitive  rate to that paid by a fixed location  retail merchant who
         currently uses a VeriFone T330 or T380.

2)      GTE RESPONSIBILITIES

          a) The  GTE  sales  representatives  will  utilize  appropriate  sales
          channels to solicit retail  merchants that meet the criteria set forth
          in Section l.c) above to convert their  existing dial line credit card
          merchant  service to a wireless  credit card merchant  service offered
          from USWD.

          b) Should the retail merchant wish to convert its present service, the
          GTE sales representative will provide the merchant with an application
          to filled out. The GTE sales  representative will submit the completed
          application,   along  with  the  merchant   application  fee  and  any
          additional activation fees, to USWD.

          c) The GTE "Wireless Merchant Program" encompasses a variety of retail
          merchant  solutions,  one of which is the USWD Solution  offering.  As
          other retail merchant solutions become available in the industry,  GTE
          will incorporate them into the "Wireless  Merchant  Program"  provided
          they do not violate terms of this agreement with USWD.

          d) GTE will make  available the USWD retail  merchant  solution in the
          "Wireless    Merchant   Program"   to   all   GTE   commercial   sales
          representatives  in GTE CDPD markets using dedicated CDPD channels for
          service.

          e) In each selected GTE CDPD market, GTE will purchase, lease, or rent
          fully operational demonstration units through USWD for the GTE sales

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<PAGE>
          representatives who are participating in this program.  The local CDPD
          market  will   provide   the  IP   addresses   for  their   respective
          demonstration units.

          f) GTE will  provide  GTE sales  trainers to attend and learn the USWD
          program for future training of GTE sales representatives

          g) The  responsibilities  of the GTE sales  representative will be the
          following:

               i) Make good faith efforts to attend scheduled  training sessions
               conducted by USWD;

               ii) Solicit the USWD specified type of retail business merchant;

               iii)  Collect the  merchant  application  fee and any  additional
               activation  fees for each retail  merchant who submits a merchant
               application  for the USWD  wireless  service.  Should  there be a
               negotiated  fees with the retail merchant other than the standard
               rate, it must first be approved by GTE and USWD.

               iv)  Deliver  completed  application  to the USWD  representative
               along with the merchant application fee.

          Optionally, participate with the USWD representative in the deployment
          of all approved retail merchants in this program

          h) GTE will fund promotional programs that may include but not limited
          to the following elements for marketing this solution in the "Wireless
          Merchant Program":

               i) Development of joint collateral material (data slicks, 4 color
               brochures, etc.) using both GTE and USWD logos;

               ii) Direct mail campaign and local  advertising to generate leads
               for GTE sales representatives;

               iii) Sales incentives/contests for GTE sales representatives;

               iv) Press  releases on this solution for the  "Wireless  Merchant
               Program";

                                       19
<PAGE>
               v)  Printing of all USWD  developed  sales  materials  to the GTE
               sales representatives.

3)      USWD RESPONSIBILITIES

          a) USWD will process the application for the merchant  service and, if
          approved  according to Visa & Mastercard  regulations,  will implement
          the  wireless   merchant  service  using  GTE  CDPD  services  as  the
          communications transport of the USWD merchant service.

          b) USWD will order GTE CDPD NEls for all merchants  under this program
          offering.  The minimum revenue  generated for each merchant will be as
          defined in Exhibit B of the contract.

          c) For each GTE CDPD market identified to participate in the "Wireless
          Merchant Program", USWD will provide the following:

               i) Development and  distribution  of all sales training  material
               for each GTE sales  representative  who will be soliciting retail
               merchants;

               ii) A minimum of one USWD sales  representative  residing  in the
               GTE selected market to coordinate all USWD  responsibilities  for
               this program; and

               iii) Delivery of a fully operational demonstration unit that will
               be  purchased,  leased,  or rented  by the GTE sales  office at a
               discounted rate.

          d) The USWD sales  representative will perform the following functions
          in the selected GTE market:

               i) Full training of each GTE sales representative, which includes
               classroom training and joint sales calls;

               ii)  Provide  each  GTE  sales  representative  with  all  retail
               merchant   application   paperwork,   procedures  and  checklists
               necessary for the GTE sale representative to execute a successful
               solicitation;

               iv) Process all merchant applications  according to USWD internal
               procedures;

               v) Negotiate any  non-standard  price  quotations with the retail
               merchant; and

                                       20
<PAGE>
               vi)  Timely  provision  and deploy  the  terminal  device for the
               merchant upon approval of the application.

          e) USWD will order all CDPD NEls for approved  retail  merchants  from
          GTE. The process for this procedure will be jointly  developed by USWD
          & GTE.

          f) USWD will pay GTE $45 each for the first 2 NEI  activated  for each
          approved   retail   merchant  that  is  solicited  by  the  GTE  sales
          representative  in this program.  For any additional  activation's for
          the same retail merchant, USWD will pay GTE $30 for each NEI. GTE will
          invoice USWD on a monthly basis for such fees; in all other  respects,
          billing  shall be carried  out as set forth in the  Agreement.  Should
          there be a negotiated  application  fee that is less than the standard
          USWD  application  fee, USWD and GTE must both approve the decrease if
          it means that GTE will receive less than the stated activation fees.

          g) USWD will provide GTE with weekly sales reports indicating approved
          retail  merchants  as  well  as   identification  of  each  GTE  sales
          representative who solicited that approved merchant.

          h)  USWD  will be  responsible  for all  retail  merchant  operational
          training, either directly or indirectly.

          i) USWD will be responsible,  either  directly or indirectly,  for all
          first level help desk (24x7)  support of the retail  merchant for this
          program.

          j) USWD agrees to deploy a fully  configured  merchant system within a
          period of 10 business  days  following  the  approval of the  merchant
          application  by the credit card  processor  used by USWD  provided the
          quantity of hardware is less that 25 units. for any quantity above 25,
          USWD agrees to schedule  deployment in a timely manner with the retail
          merchant.

          k) USWD agrees to submit the  completed  merchant  application  to the
          credit card processing  company within 2 days of the submission of the
          application from the GTE sales representative.

4) EXCLUSIVITY. USWD agrees to use GTE CDPD services exclusively in all GTE CDPD
markets for the duration of this agreement  except for those customers  referred
to USWD by an alternative CDPD service provider.

GTE agrees to distribute the USWD retail merchant solution exclusively as one of
the  offerings  in  the  "Wireless  Merchant  Program"  for  the  term  of  this
agreement."  Other offerings in the "Wireless  Merchant Program" will not be the

                                       21
<PAGE>
same as the USWD  offering as defined in section 1 of the USWD  solution  above.
This  exclusivity is limited to GTE's  distribution  of USWD's  hardware only as
described in section 1A above. It does not preclude GE from entering into other
3rd party services agreements.

5) EVENTS OF DEFAULT.  It shall be an event of default for either  party to fail
to comply with such party's responsibilities as set forth hereinabove.

6) REMEDIES OF DEFAULT.  The party in default will be required to submit to the
other party a mutually agreed plan within 10 days to resolve the default. If no
plan is presented or agreed upon,  the other party may terminate  this agreement
without liability.

                                       22