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.
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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 ("NM. 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

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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 WARRANTY

    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.


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    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

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<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.  'Me  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 (I 5) 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  ten-n  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.
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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.
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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
By Bell Atlantic NYNEX Mobile, Inc.,

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                                    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,  Barks 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.

lb)  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


(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.)

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

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

MDIS           EID's            NEI's            Activation/Deactivation Date

   2              2.               2.
   3              3.               3.
   4              4.               4.
   5              5.               5.

Authorized Signer:
                                    Print Name and Title
Signature:

<PAGE>
                                    EXHIBIT C

                     AirBridgee Packet Service Request Form
Please fax requests to Charlene Berg or Dave Ribeiro at 973-898-6041
   Contract           Number                                          Date
   Customer           Number                                          Quantity


MDIS           EID's                NEI's        Activation/Deactivation Date

  2            2.                   2.
  3            3.                   3.
  4            4.                   4.
  5            5.                   5.

MDIS           EID's                NEI's       Activation/Deactivation Date

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

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

  2               2.                   2.
  3               3.                   3.
  4               4.                   4.
  5               5.                   5.

Authorized Signer:
                                    Print Name and Title
Signature: