EXHIBIT 10.27

OMRON SYSTEMS, INC.
55 E. Commerce Drive
Schaumburg, IL 60178
Phone 847-843-0515
Fax 847-843-7686                                              [Revised]


August 27, 1998

Mr. Raymond Mueller
U.S. Wireless Data, Inc.
2200 Powell St., Suite 450
Emeryville, CA 94608-1809

Dear Mr. Mueller:

Per our phone  conversation  yesterday,  here's a recap of the  counter-proposal
that we  discussed  and  agreed to in  restructuring  the  payment  terms of the
Installment Note of March 27, 1995 for the principal amount of $472,800.00.

First, we agree to reduce the per unit price of the EXP's to $100.00.

Second,  we would like to retain 200 units for our own use, thereby leaving 1200
units to be shipped to you and consequently  reducing your principal  balance to
$120,000.00.

Your initial  payment of $15,000 would be due August 28, 1998 via wire transfer.
We request that all subsequent payments be also made by wire transfer.

We agree to a 155 unit  drawdown per month,  starting in September 1, 1998.  The
payment would be $15,500.00 plus freight.  This 155 unit monthly  drawdown would
continue until you receive your additional funding of $2 million,  at which time
you would  increase your  drawdown of EXP's to 240 units.  You expect to receive
this funding by the end of October, 1998. Starting in November,  1998, the units
shipped  each month would be increased to 240,  with the monthly  payment  being
increased to $24,000 plus  freight.  We will advise you what the freight  charge
will be. The payments and inventory  drawdown  will start  September 1, 1998 and
continue through  February 1, 1999.  Payments would be due the first day of each
month. The EXP's will be shipped after receipt of the payments.

The  $47,000  interest  payment  would be due  November  1,  1998  based on your
expectation  of  receiving  the $2 million  funding.  Your payment on November 1
would be $71,000.00 plus freight ($24,000 + $47,000 + freight).

I have attached a revised payment schedule to reflect the above.
<PAGE>
Our banking information is as follows:
Bank of Tokyo-Mitsubishi, Ltd.
Chicago, IL 60606
Account #0508661848
Routing #071002341

Please  review the above and confirm  your  acceptance  by signing the bottom of
this letter.

The original  copy of this letter will be sent via Epress Mail.  Please sign it,
retain a copy for yourself,  and send the original back to me. I'm also faxing a
copy to you. Please sign it and fax it back to me.

Thanks for your cooperation in resolving this issue with us.

Sincerely,

/s/ John T. Sosnowy
-------------------
John T. Sosnowy
Credit Manager

cc:      Jun Utsumi, President
         Yoshio Hirooka, Secretary/Treasurer
         Mike Cavanaugh, Senior Vice-President

AGREED as of the date thereof:

US WIRELESS DATA, INC.


By:  /s/ Raymond J. Mueller
     ----------------------
Name:   Raymond J. Mueller
Title:  V.P. Operations

<PAGE>
<TABLE>
<CAPTION>
                                                 Payment Schedule

Payment          Withdrawal        Initial          Monthly         Interest         Payment
 Date               Units         Payment           Payment         Payment           Total 
<S>                  <C>          <C>               <C>             <C>              <C>  
08/28/98                  0       15,000.00                                          15,000.00
09/01/98                155                         15,500.00                        15,500.00       + Freight
10/01/98                155                         15,500.00                        15,500.00       + Freight
11/01/98                240                         24,000.00       47,000.00        71,000.00       + Freight
12/01/98                240                         24,000.00                        24,000.00       + Freight
01/01/99                240                         24,000.00                        24,000.00       + Freight
02/01/99                170                         2,000.00                         2,000.00        + Freight

TOTAL                 1,200       15,000.00         105,000.00      47,000.00        167,000.00      + Freight
</TABLE>

All of payment should be made by wire transfer on the payment date.








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