GTE LEASING CORPORATION
                             PROMISSORY NOTE NO. 002

                                1123 Western Ave
                                ----------------
                            (Street Address of Maker)

                           Mill Valley Marin     CA    94941
                              (Town) (County) (State) (zip)

FOR VALUE RECEIVED, U.S. Wireless Data, Inc. (hereafter called "Maker") promises
to pay to the order of GTE Leasing Corporation (hereafter called "Payee") at the
address set forth below or at such other place as Payee or the holder hereof may
designate,  the sum of Eighty Thousand and no/100 Dollars ($80,000.00) which sum
comprises  both  principal  and interest at the rate of 11.81% per annum,  in 36
consecutive monthly  installments of $2,650.00 each. The first installment shall
be due and payable on 15th day of the month following receipt of the certificate
of  acceptance  with the  balance of  installments  payable on even date of each
succeeding month thereafter until this note is fully paid.

If any  installment  is not paid within 10 days after due date,  Maker agrees to
pay a late charge at the annual  rate of 18% on, and in addition  to, the amount
of said installment, but not exceeding the maximum lawful charges.

If Maker fails to make payment of any amount due hereunder  within 10 days after
same becomes due and payable,  then Maker agrees that the entire unpaid  balance
of this note  shall  become due and  payable at the option of the holder  hereof
together  with interest  thereon at an annual rate of 18% from such  accelerated
maturity until paid, but not exceeding the lawful maximum, if any.

The  undersigned  and all  endorsers  or any others  who may at any time  become
liable for the payment  hereof hereby consent to any and all extensions of time,
renewals, waivers, modifications, substitutions or releases of security that may
be granted or consented to by the Payee or holder  hereof with regard to time of
payment of this note or any other  provision  hereof.  The  undersigned  and all
endorsers hereby severally waive  presentment,  demand for payment,  protest and
notice of protest,  notice of dishonor and all other notices in connection  with
this note and agree to pay,  if  permitted  by law,  all  expenses  incurred  in
collection, including reasonable attorneys' fees, if placed with an attorney for
collection,  and hereby waive all benefits of valuation  and  appraisement.  The
undersigned and all endorsers authorize,  irrevocably, any attorney of any court
of record to appear for the  undersigned  and all  endorsers in said court,  and
confess  judgment  without  process in favor of the holder of this note for such
amount as may appear to be unpaid  thereon.  The  undersigned  and all endorsers
also expressly  waive all benefit under the exemption laws of the state in which
such judgment is sought and waive all errors in any such proceedings and consent
to immediate  execution upon such judgment,  hereby ratifying and confirming all
that said attorney may do by virtue hereof.

The undersigned  authorizes  Payee to receive monthly  installments on this note
and  all  other  outstanding  notes  directly  from  Nova  Information  Systems,
Inc.("Nova  ), as  identified  on a Member  Service  Provider  Sales and Service
Credit Card  Processing  Agreement  between Nova and Maker signed on February 7,
1997,  via ACH to a Bank  Account  designated  by GTE  Leasing on the 15 of each
month. Furthermore,  under any circumstances should the Agreement be terminated,
Maker,  without  being  relieved  of any  obligations  under  this  note and any
supplemental   documents,   authorizes   Nova  to  continue  to  remit   monthly
installments  to the Payee and  authorizes  Payee the right to  receive  monthly
installments  until such time that all  obligations  are  satisfied  and paid in
full.

IN WITNESS  WHEREOF,  I have hereunto set my hand and seal the 6th day of August
1997.

                                        U.S. Wireless Data, Inc.
                                        ------------------------
                                        (Type or print name of Maker)

                                        By: Rod Stambaugh
                                        -----------------
                                        (Signature of Authorized Representative

                                        Its:President and CEO
                                        ---------------------
                                        (Title)
<PAGE>
                             GTE LEASING CORPORATION

                               SECURITY AGREEMENT



Undersigned, U.S. Wireless Data.  Inc.
             -------------------------------------------
               (Print Name of Customer)
             1123 Western Avenue, Mill Valley. CA  94941
             -------------------------------------------
                        (Address, City, State)

herein  called  "Customer",  hereby agrees with GTE Leasing  Corporation  herein
called GTELC, of 19845 U.S. Hwy. 31 N., Westfield, IN 46024-as follows:

    1.   Concurrently   herewith,   GTELC  lent  Customer  and  Customer  hereby
         acknowledges   receipt  of  $  Eighty   Thousand  and  no/100   Dollars
         ($80,000.00)  evidenced  by  Promissory  Note  of even  date  herewith,
         executes by Customer  payable to the order of GTELC,  with  interest as
         provided therein (principal and accrued interest are herein referred to
         as "Indebtedness").

    2.   As security  for the payment by  Customer of the  Indebtedness  and all
         other indebtedness now or hereafter owing by Customer to GTELC, and the
         performance  by Customer of the  covenants,  warranties  and agreements
         contained herein,  and any other agreements between GTELC and Customer,
         Customer hereby grants, sells, assigns,  conveys,  warrants,  mortgages
         and  confirms  to GTELC and gives and agrees  that GTELC does and shall
         have a security  interest under the Uniform  Commercial Code, in all of
         the following described personal property (herein called "Collateral"):

                            DESCRIPTION OF COLLATERAL

200 ea. Tranz Enabler - Wireless CDPD Transmission Devices per attached Schedule
--------------------------------------------------------------------------------

         The right to receive  proceeds  from the  contract by and between  Nova
         Information Systems and Maker dated February 7,1997

      3.   Customer  warrants that it is or will be the owner of Collateral free
           and  clear of any  liens or  encumbrances,  except  for the  security
           interest  provided  for herein;  and will keep and  maintain the same
           free and  clear of all  encumbrances,  charges  and  liens  except as
           herein provided.

      4.   Collateral  will not be moved  from the state  where it is  currently
           located,  nor will it be sold or otherwise  disposed of without prior
           written consent of GTELC.

      5.  Customer  will keep and maintain  Collateral  in good order and repair
          and working condition at all times.

      6.  At  Customer's  own  cost  and  expense,  it will  have  and  maintain
          insurance at all times against hazards,  with companies in amounts and
          in form acceptable to GTELC with insurance  policies  endorsed to make
          the same payable  first to GTELC,  as its interest may appear.  In the
          event of any loss  thereunder,  the carriers  owned therein hereby are
          directed by Customer to make such payment for loss to GTELC and not to
          Customer and GTELC jointly.  If any insurance losses be paid by check,
          draft or other instrument payable to Customer and GTELC jointly, GTELC
          may endorse the name of Customer  thereon and do such other  things as
          it may deem  desirable  in order to reduce the same to cash.  All loss
          recoveries  received by GTELC upon any such  insurance  may be applied
          and credited by GTELC at its discretion, to the indebtedness or to any
          other amounts owing from Customer to GTELC.

7.        If  Customer  fails  to  keep   Collateral   free  and  clear  of  all
          encumbrances,  liens and charges, except as herein provided, or to pay
          tax or public  charges  thereon,  or to keep the same in good order or
          repair,  or fully  insured  as herein  required,  then  GTELC,  at its
          discretion,  may discharge such encumbrances,  liens or other charges,
          or pay such taxes or other  public  charges,  or procure and  maintain
          such insurance or make such repairs as may deem advisable. All sums of
          money  thus  expended,  and all  other  monies  paid by  GTELC  at its
          discretion,  to  protect  its  interest  in the  Collateral  shall  be
          repayable by Customer to GTELC on demand, and if not so repaid,  shall
          be added to the  Indebtedness,  bear interest,  and be secured in like
          manner as the Indebtedness.

8.      Customer   confirms  that  the  security  interest  of  GTELC  in  other
        equipment,  chattels and personal  property of Customer  under any other
        agreements  between  GTELC and Customer is also  security of  Customer's
        obligations hereunder.

9.      None of the terms or  conditions  herein or any  agreements or contracts
        between  Customer  and GTELC are in  violation  of any  provision of the
        Certificate  of  Incorporation  or by-laws of Customer or any agreements
        Customer may have with any third party;  and the  execution and delivery
        hereof,  and of other  agreements or writings with or to GTELC have been
        duly authorized by appropriate  corporate  action.  Customer will at all
        times comply with all acts,  laws, rules and regulations of any federal,
        state or public authorities to which Customer is subject.

10.       Upon  Customer's  default in the payment of any  principal or interest
          under  the  Note,  when  due,  or  default  or  branch  of  any of the
          provisions hereof, or in the payment performance of any obligations of
          Customer to GTELC,  or it Customer  becomes  insolvent,  ceases  doing
          balances as a going concern, or commits an act of bankruptcy,  or if a
          petition  under the  Bankruptcy  Code or any amendment  thereof or any
          state  insolvency law be filled by Customer or against Customer and be
          not dismissed within thirty (30) days, or an attachment or tax lien be
          filed against to the  satisfaction  of GTELC,  then as the election of
          GTELC, the entire unpaid indebtedness shall immediately become due and
          payable  without  notice,  and if not paid,  GTELC at any time then or
          thereafter,  in its  discretion,  may lawfully enter any of Customer's
          premises  or other  premises  on which the  Collateral  is located and
          lawfully  remove  the  Collateral  to such  place  as  GTELC  may deem
          advisable,  or  require  Customer  to make any or all such  Collateral
          available at such place as GTELC may direct,  and,  upon five (5) days
          written notice to Customer, sell the Collateral,  or any part thereof,
          at public  auction,  in one or more sales, at such price or prices and
          upon such terms  either for cash,  credit or future  delivery as GTELC
          may elect,  and at any such public sale or sales GTELC may bid for and
          become the purchaser of any or all such  Collateral,  and/or upon five
          (5) days  written  notice to  Customer of the date and details of such
          sale or sales,  sell the  Collateral or any part  thereof,  at private
          sale or sales,  at any time or place,  in one or more  sales,  at such
          price for  prices,  and upon such  terms,  either for cash,  credit or
          future  delivery,  as GTELC may elect,  and/or  foreclose its security
          interest in the  Collateral  in any way permitted by law. The proceeds
          of such  sales may be  applied  by GTELC,  at its  discretion,  to the
          payment  of  Customer's  obligations  to  GTELC,  including  interest,
          attorneys'  reasonable  fees  and all  reasonable  cost  and  expenses
          incurred by GTELC in  connection  therewith.  In  connection  with the
          notices given of such sales,  it is agreed that in all instances  five
          (5) days written  notice is reasonable  notice.  GTELC may enforce its
          security  interest  hereunder either  alternately or concurrently with
          its rights  under other  agreements  between it and Customer and shall
          have  the  full  right  to  realize  upon  all  available  collateral,
          collecting  on  the  same  or  instituting  procedures  in  connection
          therewith,  until  GTELC has  received  payment in full of all amounts
          owing to it  under  any of its  agreements  with  Customer,  including
          principal,  interest,  costs and expenses. Any surplus remaining after
          payment in full of all Indebtedness of Customer to GTELC shall be paid
          by GTELC to  Customer  along with the  reassignment  of any  remaining
          Collateral.

11.       Any delay on the part of GTELC in exercising  any power,  privilege or
          right hereunder or under any instrument  executed by Customer to GTELC
          in connection  herewith  shall not operate as a waiver  thereof and no
          single or partial  exercise  of any power,  privilege  or right  shall
          preclude  other or further  exercise  thereof,  or the exercise of any
          other power, privilege or right. The waiver by GTELC of any default by
          Customer shall not constitute a waiver of any subsequent defaults, but
          shall be  restricted  to the  default so  waived.  If any part of this
          Agreement shall be contrary to any law which GTELC might seek to apply
          or enforce or should  otherwise be defective,  the other provisions of
          this Agreement  shall not be affected  thereby,  but shall continue in
          full  force and  effect.  All  rights,  remedies  and  powers of GTELC
          hereunder are  irrevocable  and  cumulative,  and not  alternative  or
          exclusive, and shall be in addition to all rights, remedies and powers
          given  hereunder  or in or by any  other  instruments  or any laws now
          existing or hereafter enacted.

      12.    Customer shall pay all out-of-pocket  expenses and all costs of any
             nature  whatsoever  incurred by GTELC in connection with the making
             of this loan,  including,  but not  limited to, all filing fees and
             recording costs, stamp taxes and attorneys' fees actually incurred.

      13.    Customer   including   any  guarantor   hereunder,   hereby  waives
             presentment, demand, protest, notice of protest, and non-payment or
             dishonor,  notice of the sale of any  collateral  security  and all
             benefits of valuation,  appraisement, and all exemption laws now in
             force  or  hereafter  passed,   including  stay  of  execution  and
             condemnation.

      14.    This Agreement shall apply and inure to the benefit of and bind the
             successors  and  assigns  of  Customer  and  GTELC,  and the  terms
             "Customer"  and  "GTELC"  include  and  mean,   respectively,   the
             successors and assigns of Customer and GTELC.

IN WITNESS  WHEREOF,  Customer has caused this  Agreement to be duly executed on
the day and year first above written.