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


                       CDPD VALUE ADDED RESELLER AGREEMENT

     This CDPD Value Added Reseller  Agreement (this  "Agreement"),  dated as of
April 30, 1997, is made between AT&T Wireless Data, Inc., a Delaware corporation
doing  business as AT&T  Wireless  Services,  for cellular  digital  packet data
("CDPD")  communications service (defined below) provided by AT&T Wireless Data,
Inc., d/b/a AT&T Wireless Services and its Affiliates,  collectively,  ("AT&T"),
and U.S.  Wireless  Data,  Inc., a corporation  organized  under the laws of the
State of Colorado, for itself ("Customer").

                                    RECITALS

         A. Customer would like to receive Service from AT&T, in connection with
Customer's provision of certain value-added  communications  services to its End
Users.

         B.  AT&T  wishes  to  provide   Service  to  Customer  based  upon  the
value-added  communications  services  provided by Customer to its End Users, in
accordance with the terms and conditions of this Agreement.

                                   AGREEMENTS

         In  consideration  of the mutual promises  contained in this Agreement,
the Parties hereby agree as follows:

Section 1.        Definitions

          1.1 Affiliate means, with respect to any entity, any other entity that
     directly  Controls,  is Controlled  by or is under common  Control with the
     first entity.

          1.2  Application  means the  combination of the Service and Customer's
     value-added  communications  services provided to its End Users. The Appli-
     cation is more specifically described in Exhibit A hereto.

          1.3 Control (and all conjugations  thereof) means, with respect to any
     entity,  the  direct or  indirect  possession  of the  power to direct  the
     management and policies of such entity.

          1.4 End User means the  individuals  or entities  obtaining  access to
     Service from Customer.

          1.5 Number  means,  for each End User,  the AT&T  network  and service
     identifier numbers and various other network, equipment and service numbers
     assigned to Customer for that End User to obtain access to Service.

          1.6  Service  means  the CDPD  communication  service  and  associated
     support services provided to Customer by AT&T.

          1.7 Service Area means those portions of AT&T's CDPD  operating  areas
     as  identified  by AT&T from time to time (the  "Service  Area") and as set
     forth in Exhibit B hereto, as amended from time to time.
<PAGE>
Section 2.      The Service

     2.1 Provision

          2.1.1 Service is available to each of Customer's users or units within
     AT&T's Service Area as long as Customer's CDPD  transmitting  and receiving
     equipment (the  "Equipment") is turned on, programmed with AT&T network and
     service identifier numbers (collectively, the "Numbers").

          2.1.2 Service  provided  pursuant to this  Agreement  will be provided
     only upon the request of Customer's authorized representatives,  and not by
     End Users, and only in connection with the Application.

          2.1.3  Customer  is not  authorized  under this  Agreement  to use the
     Service  independent of the  Application  or in conjunction  with any other
     Application  unless such Application is described and attached in Exhibit A
     hereto.

     2.2 Support  Services.  AT&T will provide to Customer,  and not directly to
End Users, network monitoring, technical assistance and trouble-shooting support
of the Service through AT&T's technical assistance center (the "ATAC"), The ATAC
will  be  staffed  and  available  to  Customer's   authorized   representatives
twenty-four  (24)  hours  per day,  seven  (7) days  per week to  perform  these
functions and to address Customer's  inquiries.  Customer will provide AT&T with
access to contacts and dispatch  information to facilitate  appropriate response
to Service interruptions.

     2.3 Numbers.  Customer  shall be issued an initial amount of Numbers as set
forth in the  Service  Plan  attached  as Exhibit C hereto.  Customer  may order
additional Numbers by completing a Service Request Form. Additional Numbers will
be issued to Customer provided Customer is not in default hereof, and subject to
any  requirements  for a security  deposit.  AT&T may  change any of  Customer's
Numbers from time to time, by giving Customer written notice thereof.  AT&T will
use its best  efforts to minimize  such  changes.  Customer  will inform its End
Users of the  provisions  of this Section and agrees that neither it nor its End
Users will  acquire any  proprietary  right in any specific  Number  provided by
AT&T.

     2.4 Use.

          2.4.1 Customer will use' the Service only for lawful business purposes
     and only in  connection  with the  Application,  and may resell the Service
     only in connection with the Application and as provided by this Agreement.

          2.4.2 AT&T authorizes Customer to provide any or all of the Service to
     End Users in connection with End Users' use of the Application,

          2.4.3 AT&T is obligated only to Customer,  with which it is in privity
     of contract,  and not to End Users,  with whom AT&T is not in privity,  End
     Users are not to be deemed third-party beneficiaries of this Agreement.

          2.4.4  Customer  is solely  responsible  for all  risks  and  expenses
     incurred  with its actions or omissions in the  provision of the Service or
     the provision of the Application to End Users, including but not limited to
     payment to AT&T for all  charges  for  Service  used by Customer or its End
     Users or third Parties using a Number  assigned to Customer.  In connection
     with such activities, Customer will act in all respects for its own account
     and will be responsible for such things as credit  verification,  deposits,
     billing,  collection,  bad debts and any unauthorized use of the Service by
     End Users or any third Party using a Number assigned to Customer.
<PAGE>
          2.4.5  Customer will disclose to End Users the provisions set forth in
     Exhibit D.

          2.4.6 Customer is responsible  for all End User support  regarding all
     aspects of End Users' use of the  Service  (whether  arising in  connection
     with  hardware,  software or Service),  including but not limited to issues
     relating to modems,  protocol  stacks,  software  configuration  and setup,
     usability issues,  Service activation,  Service coverage,  billing, and any
     and all other  aspects  of  technical  services  and  customer  care.  This
     includes,  but is not limited to,  Customer taking the End Users' calls and
     using  reasonable   commercial  efforts  to  remedy  any  Customer  or  End
     User-identified problem without AT&T's participation.  Customer will report
     a problem to AT&T only upon reasonable verification that the problem is due
     to reasons  other than misuse,  malfunction  or the failure of the Customer
     Equipment  to meet  the  technical  standards  for  compatibility  with the
     Service, or failure of the End User to understand how to use the Service.

          2.4.7 The Service will not be used to transmit any communication where
     the message,  or its  transmission or distribution  would involve any local
     court order or  regulation or would likely be offensive to the recipient or
     recipients thereof.

     2.5 Continuing  Right.  AT&T will have the  continuing  right to market and
sell,  the service and any other  communications  services to any third Parties,
including  but not  limited  to  current,  future  and  potential  End  Users of
Customer.

     2.6 Procedures.  Customer will comply with AT&T's  procedures for obtaining
Numbers and for activating  Service with respect to any End User.  AT&T may from
time to time modify these  procedures by giving Customer  written notice of such
modification.

     2.7 Service Area. The Service is available only within the Service Area and
is subject to (a) transmission limitations caused by atmospheric,  topographical
or other conditions affecting transmission, (b) equipment modifications, repairs
and other similar  activities  necessary for the proper or improved operation of
the Service,  and (c) equipment failures beyond AT&T's reasonable Control.  AT&T
will not be  responsible  for any  interruption  or inability to use the Service
that results from  equipment or systems used in  connection  with the Service or
the  Application.  AT&T may amend  Exhibit B to add or delete any portion of the
Service Area from time to time by giving written notice to Customer.

     2.8 Interruptions and Field Trials. The Service may be temporarily refused,
limited,  interrupted  or curtailed due to  governmental  regulations or orders,
system capacity  limitations or equipment  maintenance,  repair,  modifications,
upgrades or  relocation.  AT&T will attempt to notify  Customer of scheduled and
unscheduled  network  outages that are expected to last more than four (4) hours
and that may affect the Service.  Customer will cooperate, at AT&T's expense, in
conducting  any  field  tests  and  trials  that  AT&T or any  Service  provider
reasonably  determines are necessary or desirable to ensure the  performance and
reliability of the Service.
<PAGE>
  Section 3.      Interconnection

           Customer  will be required to obtain and pay for any  interconnection
  services required to connect Customer to AT&T's CDPD network to be used by End
  Users.  In the event that  individual  connectivity  to End Users is required,
  Customer will follow AT&T policies and procedures for such connections.

  Section 4.      Customer Equipment

           Customer  will  be  responsible  for  the  acquisition,  programming,
  installation,  maintenance  and repair of all equipment  (other than equipment
  comprising  portions of AT&T's CDPD network)  necessary to enable Customer and
  its End Users to receive the Service  ("Customer  Equipment").  Customer  will
  ensure that all Customer Equipment is technically and operationally compatible
  with the Service and meets all  applicable  federal and state laws,  rules and
  regulations.

  Section 5.           Rates

          5.1  Customer  will pay AT&T for Service  provided to Customer and its
     End Users in  accordance  with the  Service  Plan.  Unless the Service Plan
     provides  otherwise,  AT&T shall not  increase  the rates  contained in the
     Service Plan within six months from the effective  date of this  Agreement,
     Thereafter,  however,  AT&T may increase the rates contained in the Service
     Plan from time to time on thirty  days  (30)  written  notice to  Customer;
     provided,  however, if such increase is unacceptable to Customer,  Customer
     may terminate this Agreement by providing AT&T with written notice at least
     fifteen  (15) days in  advance of such  termination.  Notwithstanding  the
     foregoing, if AT&T rescinds its notice of rate increase within such fifteen
     days, this Agreement will not terminate,  but will remain in full force and
     effect. AT&T may decrease the rates contained in the Service Plan from time
     to time upon written notice to Customer,  effective,  on the date specified
     on such notice. To the extent AT&T arranges for Customer to receive Service
     from  non-AT&T  Service  providers.  Customer  will pay AT&T for Service at
     Company's regular retail rate for such Service.

          5.2  Customer  may obtain any rate that is  available  to a  similarly
     situated reseller of Company.  Customer may at any time notify Company that
     it chooses to Obtain  Service under a different  Rate Sheet,  provided that
     Company may, upon receipt of notice of Customer's  election,  either revise
     Exhibit C to reflect such  election or terminate  this  Agreement and offer
     Customer a new agreement.

Section 6.       Invoices, Payments, Taxes and Security Deposits

          6.1 Invoices. AT&T will provide Customer written invoices on a monthly
     basis.

          6.2 Payment.  Customer  will pay each invoice  within thirty (30) days
     following its receipt thereof Any payment not received by the due date will
     accrue interest at the rate of one and one-half percent (1.5%) per month or
     the maximum  lawful  rate.  Additional  fees will be assessed for any check
     returned for insufficient funds,

          6.3.  Disputed  Charges.  If the amount of any  invoice  is  disputed,
     Customer will pay the entire amount of the invoice by the due date and will
     include with such payment a detailed statement  sufficient to allow AT&T to
     ascertain the disputed  amount and the reasons for the dispute.  Any amount
     not  disputed  within  ninety  (90)  days of an  invoice  due  date may not
     thereafter  be disputed.  Customer and AT&T will use good faith  efforts to
     resolve any dispute within sixty (60) days of receipt of such statement.

          6.4 Taxes.  Customer will pay all applicable federal,  state and local
     sales, use, public utilities, gross receipts or other taxes or fees imposed
     on AT&T as a result of this Agreement  (other than taxes imposed on the net
     income of AT&T).  Customer will provide certificates of resale required for
     the states in which it will  resell  service,  as  indicated  on Exhibit C.
     Customer  will  reimburse  AT&T for any such  taxes or fees paid by AT&T on
     Customer's behalf.

          6.5. Security Deposits. AT&T may from time to time require Customer to
     provide it with a cash  deposit,  irrevocable  letter of  credit,  or other
     security  acceptable  to AT&T based upon AT&T's  assessment  of  Customer's
     creditworthiness.

Section 7.     Term and Termination

          7.1 Term.  The  initial ten of this  Agreement  will begin on the date
     hereof and,  unless earlier  terminated in accordance  with this Section 7,
     will continue for a three (3) year term. This Agreement will  automatically
     renew for successive  one-year  renewal terms unless either Party, at least
     ninety (90) days prior to the end of the  then-current  term,  notifies the
     other Party in writing of its intent to terminate this Agreement.

          7.2 Termination

               7.2.1 If either Party breaches a material term of this Agreement,
          and such  Party  fails to cure the  breach  within  thirty  (30)  days
          following its receipt of written notice from the  non-breaching  Party
          (or  ten  days  in  the  event  of  non-payment  of  any  amounts  due
          hereunder),  then the  non-breaching  Party,  in addition to any other
          remedies it may have at law or in equity, may terminate this Agreement
          upon written notice to the breaching Party.

               7.2.2 This Agreement will automatically terminate in the event of
          either Party's dissolution,  insolvency, assignment for the benefit of
          creditors or filing for relief under the  provisions of the bankruptcy
          laws or similar creditor protection laws.

               7.2.3 AT&T may terminate this Agreement  immediately  and without
          penalty upon written notice to Customer if the Federal  Communications
          Commission or any other  regulatory  agency or court  promulgates  any
          rule,   regulation,   judgment   or  order  that  (a)   prohibits   or
          substantially  impedes (in effect or Application) AT&T from fulfilling
          its  obligations  hereunder,  (b) prohibits or  substantially  impedes
          non-AT&T Service  providers from providing  Service,  or (c) adversely
          affects AT&T's  ability to conduct  business upon terms and conditions
          acceptable to it. AT&T will notify Customer promptly  following AT&T's
          determination that an event permitting  termination under this Section
          has occurred.

               7.2.4 If Customer shall at any time fail to meet the Service Plan
          requirements set forth in Exhibit C, Company may provide Customer with
          ninety (90) days written  notice  either 1) that Customer is no longer
          eligible to receive Service under this  Agreement,  or 2) that Company
          will modify the Service  Plan in  accordance  with  Customer's  actual
          usage.  If Customer is unable,  during the sixty (60) day period after
          Company's notice is sent, to satisfy the eligibility criteria, Company
          and Customer will  renegotiate the Service Plan  Requirements.  If the
          parties fail to reach a mutually  acceptable  agreement  regarding the
          Service Plan within the following thirty (30) day period,  Company may
          either,  immediately or upon notice to Customer, 1) modify the Service
          Plan, or 2) terminate this Agreement  without further  notice,  in its
          sole discretion.

          7.3 Survival.  Sections 8, 9, 10, 11, 12, 16 and 17 (together with all
     other  provisions of this  Agreement  that may reasonably be interpreted or
     construed as surviving  termination)  will survive the  termination of this
     Agreement.

          7.4 Payment upon  Termination.  Upon termination of this Agreement for
     any  reason,  all  amounts  owing to AT&T  hereunder  will  become  due and
     payable.


  Section 8. Force Majeure

           Neither  Party will be liable for any loss,  damage,  cost,  delay or
  failure  to perform  resulting  from  causes  beyond  its  reasonable  Control
  including,  but not  limited  to, acts of God,  fires,  floods,  earthquakes,
  strikes, insurrections, riots, lightening or storms, or delays of suppliers or
  subcontractors for the same causes.

  Section 9.        Indemnification

          9.1 MUTUAL INDEMNITY.  EACH PARTY WILL DEFEND,  INDEMNIFY AND HOLD THE
     OTHER,  THE  OTHER'S  SUBSIDIARIES  AND  AFFILIATES  (AND THEIR  RESPECTIVE
     OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) AND ANY
     UNDERLYING  CARRIER  ENABLING THE PROVISION OF SERVICE HARMLESS AGAINST ANY
     DAMAGES,  LOSSES AND EXPENSES (INCLUDING  REASONABLE  ATTORNEYS' AND EXPERT
     WITNESS' FEES AND DISBURSEMENTS, WHETHER AT TRIAL OR ON ANY APPEAL) ARISING
     OUT OF OR RELATING TO ANY CLAIMS, ACTIONS OR OTHER PROCEEDINGS THAT (A) ARE
     BROUGHT  BY OR ON  BEHALF  OF ANY  THIRD  PARTY,  AND (B)  RESULT  FROM THE
     INDEMNIFYING  PARTY'S  BREACH,  FAILURE TO PERFORM OR OTHER  MISCONDUCT  IN
     CONNECTION  WITH ITS  DUTIES,  OR THE  EXERCISE  OF ITS  RIGHTS  UNDER THIS
     AGREEMENT.

          9.2 ADDITIONAL INDEMNITY. CUSTOMER FURTHER AGREES TO DEFEND, INDEMNIFY
     AND HOLD AT&T, ITS  SUBSIDIARIES AND AFFILIATES,  THEIR RESPECTIVE  OWNERS,
     DIRECTORS,   OFFICERS,  EMPLOYEES,   REPRESENTATIVES  AND  AGENTS  AND  ANY
     UNDERLYING CARRIER ENABLING THE PROVISION OF SERVICE (COLLECTIVELY, AS USED
     IN THIS  SUBPARAGRAPH,  "AT&T")  HARMLESS  AGAINST ANY DAMAGES,  LOSSES AND
     EXPENSES  (INCLUDING  REASONABLE  ATTORNEYS'  AND EXPERT  WITNESS' FEES AND
     DISBURSEMENTS,  WHETHER  AT  TRIAL  OR ON  ANY  APPEAL)  ARISING  OUT OF OR
     RELATING TO ANY CLAIMS, ACTIONS OR OTHER PROCEEDINGS THAT ARE BROUGHT BY OR
     ON BEHALF OF END USERS;  PROVIDED THAT  CUSTOMER'S  OBLIGATIONS  TO DEFEND,
     INDEMNIFY  AND HOLD AT&T  HARMLESS  WILL NOT APPLY TO THE EXTENT THE CLAIM,
     ACTION OR  PROCEEDING  RESULTS  FROM  AT&T's  GROSS  NEGLIGENCE  OR WILLFUL
     MISCONDUCT.

  Section 10.  No Warranties

          AT&T  SUPPLIES A SERVICE,  AND NOT  GOODS.  AT&T MAKES NO  WARRANTIES,
     EXPRESS OR IMPLIED,  WITH RESPECT TO THE SERVICE OR TIE-IN  PERFORMANCE  OF
     ANY OBLIGATIONS  HEREUNDER  INCLUDING,  WITHOUT  LIMITATION,  WARRANTIES OF
     MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE.  ALL SUCH WARRANTIES
     ARE  EXPRESSLY  EXCLUDED.  AT&T IS NOT  THE  MANUFACTURER  OF ANY  CUSTOMER
     EQUIPMENT  AND  MAKES NO  WARRANTIES,  EXPRESS  OR  IMPLIED,  WITH  RESPECT
     THERETO.  AT&T PROVIDES  ACCESS TO  INFORMATION  PROVIDED BY OTHER SOURCES,
     HOWEVER AT&T ACCEPTS NO LIABILITY FOR AND MAKES NO  WARRANTIES,  EXPRESS OR
     IMPLIED, WITH RESPECT TO THE CONTENT THEREOF.
<PAGE>
Section 11.  Limitation of Liability

          11.1 NO  CONSEQUENTIAL  DAMAGES.  NEITHER  PARTY WILL BE LIABLE TO THE
     OTHER (OR ITS END USERS,  CUSTOMERS OR ANY THIRD  PARTY) FOR ANY  INDIRECT,
     INCIDENTAL OR CONSEQUENTIAL  DAMAGES ARISING OUT OF SUCH PARTY'S FAILURE TO
     PERFORM  UNDER THIS  AGREEMENT.  NOTHING IN THIS  SECTION 11.1 WILL LIMIT A
     PARTY'S OBLIGATION TO FULLY INDEMNIFY THE OTHER UNDER SECTION 9 FOR ACTIONS
     BROUGHT  BY  THE  INDEMNIFYING  PARTY'S  CUSTOMERS,  END  USERS  OR BY  ANY
     THIRD-PARTY,  EVEN IF SUCH ACTIONS INCLUDE CLAIMS FOR INDIRECT,  INCIDENTAL
     OR CONSEQUENTIAL DAMAGES.

          11.2  LIMITATION OF ACTIONS.  EXCEPT FOR ACTIONS ARISING IN CONNECTION
     WITH SECTION 9,  NEITHER  PARTY MAY BRING AN A LEGAL ACTION WITH RESPECT TO
     THIS AGREEMENT MORE THAN  TWENTY-FOUR (24) MONTHS AFTER THE CAUSE OF ACTION
     ACCRUES.

          11.3 LIABILITY CAP.  EXCEPT FOR  LIABILITIES  ARISING UNDER SECTION 9,
     THE  AGGREGATE  LIABILITY OF AT&T TO CUSTOMER  FOR CLAIMS  RELATING TO THIS
     AGREEMENT,  WHETHER FOR BREACH OR IN TORT,  WILL NOT EXCEED THE AMOUNT PAID
     BY CUSTOMER TO AT&T IN THE TWO MONTH PERIOD  PROCEEDING  THE DATE THE CLAIM
     AROSE.

          11.4 PARTY.  FOR THE PURPOSES OF THIS  SECTION I 1, "PARTY"  MEANS THE
     PARTY,  ITS  SUBSIDIARIES  AND  AFFILIATES  AND  THEIR  RESPECTIVE   OWNERS
     DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS AND
     SUPPLIERS.

          11.5 SECURITY.  ALTHOUGH THE SERVICE USES AN ENCRYPTED TECHNOLOGY, AND
     THE  LAW  GENERALLY   PROHIBITS  THIRD  PARTIES  FROM  MONITORING  CELLULAR
     TRANSMISSIONS,  AT&T CANNOT  GUARANTY THE  SECURITY OF DATA  TRANSMISSIONS.
     AT&T SHALL NOT BE LIABLE FOR ANY LACK OF  SECURITY  RELATING  IN ANY WAY TO
     USE OF THE SERVICE OR CUSTOMER'S OR ITS END USERS DATA TRANSMISSIONS.

Section 12.  Confidentiality

          12.1   Confidential   Information.   As  used   in   this   Agreement,
     "Confidential Information" means any information of either AT&T or Customer
     that is not generally known to the public, whether of a technical, business
     or other nature (including,  but not necessarily limited to, trade secrets,
     know-how and information  relating to the technology,  customers,  business
     plans,  promotional and marketing  activities,  finances and other business
     affairs of such Party).  AT&T's Confidential  Information  includes,  among
     other things, the rates, terms and conditions  relating to AT&T's provision
     of Service to Customer.
<PAGE>
          12.2  Use  and  Disclosure.  In the  performance  of or  otherwise  in
     connection  with this  Agreement,  any Party (the  "Receiving  Party")  may
     receive   certain   Confidential   Information  of  the  other  Party  (the
     "Disclosing  Party").  The Receiving Party, except as expressly provided in
     this Agreement,  will not disclose such Confidential  Information to anyone
     without the Disclosing  Party's prior written consent.  The Receiving Party
     will not use, or permit  others to use,  Confidential  Information  for any
     purpose  other than the purpose for which it was  disclosed.  The Receiving
     Party will take all reasonable measures to avoid disclosure,  dissemination
     or unauthorized use of Confidential  information,  including, at a minimum,
     those  measures it takes to protect its own  confidential  information of a
     similar nature.

          12.3 Exceptions. The provisions of Section 12.2 will not 'apply to any
     information  that (a) is or becomes  publicly  available  without breach of
     this Agreement, (b) can be shown by documentation to have been known to the
     Receiving Party at the time of its receipt from the Disclosing  Party,  (c)
     is  rightfully  received from a third Party who did not acquire or disclose
     such  information  by a wrongful  or  tortuous  act, or (d) can be shown by
     documentation to have been  independently  developed by the Receiving Party
     without reference to any Confidential Information.

          12.4  Disclosure to  Governmental  Entities.  If the  Receiving  Party
     becomes  legally  obligated  to disclose  Confidential  Information  to any
     governmental  entity with  jurisdiction  over it, the Receiving  Party will
     give the Disclosing  Party prompt  written  notice  sufficient to allow the
     Disclosing  Party to seek a protective order or other  appropriate  remedy.
     The Receiving  Party will disclose only such  information as is required by
     the governmental  entity and will use its reasonable best efforts to obtain
     confidential  treatment  for  any  Confidential   Information  that  is  so
     disclosed.

          12.5 Ownership;  Return. All Confidential  Information will remain the
     exclusive  property of the Disclosing  Party,  and the Receiving Party will
     have  no  rights,  by  license  or  otherwise,   to  use  the  Confidential
     Information  except as  expressly  provided  herein.  The  Receiving  Party
     promptly   will  return  or  destroy  all   tangible   material   embodying
     Confidential  Information (in any form and including,  without  limitation,
     all summaries,  copies and excerpts of Confidential  Information)  upon the
     earlier of (a) the completion or  termination  of the dealings  between the
     Disclosing Party and the Receiving  Party,  and (b) the Disclosing  Party's
     written request,

Section 13.      Notices

         All notices and other communications relating to this Agreement Will be
made in writing and will be deemed to have been duly  delivered,  effective upon
receipt, if sent to the address set forth below each Party's signature.

Section 14.     Assignment

         Except as provided  in this  Section  14,  neither  Party may assign or
transfer this  Agreement,  or its rights or obligations  hereunder,  without the
prior  written  consent  of the  other  Party.  Either  Party  may  assign  this
Agreement, without the other's consent, to (a) any Affiliate of the assignor, or
(b) any person or entity that acquires the assignor or substantially  all of the
assignor's  business  through  any  merger,  consolidation  or  stock  or  asset
purchase;  provided  that the  assignee  agrees  in  writing  to be bound by the
provisions of this Agreement. In addition, AT&T may assign certain of its rights
and obligations under this Agreement without Customer's consent.


Section 15.     No Agency

         AT&T and Customer are independent  contracting Parties.  This Agreement
does not create any partnership,  joint venture or agency  relationship  between
the Parties.
<PAGE>
Section 16.     Marks

         Customer  recognizes  the right,  title and interest of AT&T,  the CDPD
Systems and their respective Affiliates in and to all service marks,  trademarks
and  trade  names  used by any of them  in  connection  with  the  Service  (the
"Marks").  Customer  will not gain any  rights  to the  Marks by  virtue of this
Agreement and will not use any Marks without Company's prior written consent.

Section 17.     General

          17.1 State  law/venue.  This Agreement will be governed by the laws of
     the State of Washington,  without reference to its choice of law rules. Any
     proceeding to enforce any rights or obligations  hereunder shall be brought
     in King County, Washington.

          17.2  Attorneys'  fees.  In the event an action is commenced by either
     Party to enforce the terms of this Agreement,  the substantially prevailing
     Party  in such  action  shall  be  entitled  to its  reasonable  costs  and
     attorneys'  and expert  witness'  fees  incurred  therein and on any appeal
     thereof.

          17.3 Entire  agreement.  This  Agreement,  together  with its attached
     Exhibits,  sets forth the entire agreement  between the Parties  concerning
     the subject matter hereof Any amendment or  modification  to this Agreement
     will be  effective  only if made in  writing  and  signed by both  Parties.
     Provided,  however, this Agreement shall be deemed automatically amended to
     the extent inconsistent with any federal,  state or local law,  regulation,
     court order or tariff required to be filed by AT&T.

          17.4 Waiver.  The waiver of any provision or default of this Agreement
     will not  constitute  a waiver of any other  provision  or default.  If any
     provision of this  Agreement is deemed to be  unenforceable,  the remaining
     provisions will remain in full force and effect.

          17.5 Compliance with laws. AT&T and Customer shall at all times comply
     in all material respects with all laws, rules and regulations applicable to
     the performance of this Agreement.

The Parties have executed this Agreement on the date first above written.


U.S. Wireless Data, Inc.                     AT&T Wireless Data, Inc.
By: /s/ Rod Stambaugh                        By: /s/  C--------  S------------
    ---------------------                        -------------------------------
Title: President & CEO                       Title: Director of Distribution
----------------------                       -------------------------------


Address:  1123 Western Avenue                Address:  10230 N.E. Points Dr.
          Mill Valley, CA  94941                       Kirkland, WA  98033

Attn:  Rod Stambaugh                         Attn:     
       ---------------                            --------------------------
                                               (With a copy to general counsel)
<PAGE>
                                    EXHIBIT A
                                   Application

                     
<PAGE>
                                    EXHIBIT B
                                  Service Area
Customer is authorized to provide the Service in the following MSAs.

Arizona                  Phoenix*, Tucson*

California               Fresno, Sacramento, San Diego*, San Francisco*, 
                         San Jose*, Bakersfield

Colorado:                Denver

Connecticut:             Bridgeport*, Hartford*, New Haven*, New London/Norwich*

Delaware                 Wilmington*, Dover*

Florida                  Orlando, Tampa/St.  Petersburg, West Palm Beach, 
                         Boca Raton, Miami, Ft.Lauderdale, 
                         Lakeland/Winter Havcn*

Illinois*                Chicago*

                         (Gary*, Indianapolis*

Kentucky:                Louisville*

Maryland                 Baltimore*, Frederick*

Massachusetts:           Boston*, Worcester*

Michigan                 Detroit*

Minnesota                Minneapolis/St.  Paul

Missouri                 St-Louis*

Nevada                   Las Vegas, Reno

New Hampshire!           Manchester*

New Jersey*              Atlantic City*, Trenton*.  Long Branch*. New Brunswick*
                         Ocean City*, Vineland

New Mexico               Albuquerque*, Las Cruces*

New York                 New York

North Carolina:          Charlotte*, Raleigh*

Ohio:                    Cincinnati*.  Columbus*.  Dayton*, Clcveland*.  Akron*,
                         Canton*

Oklahoma                 Oklahoma City, Tulsa
<PAGE>
Oregon,                  Portland

Pennsylvania,            Pittsburgh, Allentown*, Philadelphia*

South Carolina:          Columbia*, Greenville*,

Tennessee,               Memphis*, Nashville*

Texas                    Austin, Dallas/Ft.  Worth, San Antonio, El Paso*,
                         Houston*, Galveston*

Utah                     Salt Lake City

Virginia                 Newport News*, Richmond*, Norfolk*

Washington              Seattle/Everett, Tacoma

Washington D.C.*


* These markets are available for Service through an intercarrier arrangement.

<PAGE>
                                    EXHIBIT C


                                  Service Plan

Certificates of Resale provided for the following states: Georgia and California
---------------------------------------------------------
     
Interconnection:  Customer will utilize NOVA's  back-end  connection to the AT&T
Network in accordance with the letter from Danielle  Stuckey,  NOVA  Information
Systems, Inc. dated 4/22/97.

Access Fees: $ ## per month per activated  Number.  $ ## per month per assigned,
but not activated, Number. On an optional basis, Reseller may request a block of
network  addresses prior to activation.  AT&T will hold such addresses in a pool
until Reseller requests  activation.  During any month in which such held Number
is  activated,  only  the $ ##  Access  Fee plus any  applicable  usage  will be
charged.

Assignment  Fee:  A one time fee of $ ## will be charged  for every new  Number.
This  reflects  AT&T's costs of providing  personnel,  systems,  and  completing
paperwork necessary to reserve Numbers to Reseller and to activate them.

Usage Charges*:   $  ##  per kilobyte*

*Any applicable  discount for usage for any given month shall be credited on the
following month's bill.

*Usage Volume Discount:

As Customer's average kilobyte usage per user increases,  the price per kilobyte
will be reduced  according to the following  schedule.  The first month of usage
for a newly activated user is not included in the calculation***:

         Average Monthly Kilobyte Usage Per Number   Price per Kilobyte***

                  201 - 500 Kilobytes                     $  ##
                  501 - 1 mg                              $  ##
                  1.1 mg - 2 mg                           $  ##
                  2.1 mg - 3 mg                           $  ##
                  3.1 mg - 4 mg                           $  ##
                  4.1 mg and up                           $  ##

***Note that usage in non-AT&T  markets is not subject to the discount  schedule
and will be charged at the rate of $ ## per kilobyte, without exception.

Cancellation Fee: ## cancellation fee will be assessed upon deactivation or
deassignment of Numbers.

##  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.

<PAGE>
  Billing Guidelines for Calls.

         1.  General.  AT&T will bill  Customer  on a monthly  basis for Service
furnished  under this Agreement,  including  regular monthly Service charges and
usage charges for all data  transmissions  processed  through the Number.  Usage
charges include charges on a per kilobyte basis for transmissions  that are sent
or received by Equipment  programmed with a Number  assigned to Customer.  Usage
charges may also include charges for additional  services  offered by AT&T which
Customer may subscribe to at rates determined by AT&T from time to time.

         2. Access Charges.  Access charges are billed monthly in arrears. Usage
charges  are  billed  monthly in  arrears.  If AT&T  agrees to  provide  Service
features to Customer,  Company reserves the right to charge a reasonable fee for
adding or deleting Service features.

         3. Measurement. The measurement of a transmission is in kilobytes.

         4. Loss of Registration. Registration may be "lost"(i.e., involuntarily
disconnected)  for a  variety  of  reasons,  including  atmospheric  conditions,
topography,  weak batteries,  system  overcapacity,  movement  outside a service
area,  and gaps in coverage  within a service  area.  Loss of  registration  may
result in retransmissions and additional usage charges.

Minimum Number Requirements:

     1. Customer shall maintain,  within one year of the date of this Agreement,
a minimum of 1000 active Numbers,

     2. Customer  shall  maintain,  within  eighteen  months of the date of this
Agreement, a minimum of 3000 active Numbers.

     3  Customer  shall  maintain,  within  three  years  of the  date  of  this
Agreement, a minimum number of 4,500 active Numbers.

Failure to Meet Minimum  Number  Requirements.  In the event  Customer  fails to
achieve  the minimum  Number  requirements  set forth in this  Exhibit C for any
given month, Customer shall pay to AT&T in addition to all other amounts due the
difference  between  Customer's  actual Numbers and the required minimum Numbers
times the minimum  monthly  usage set forth in Exhibit C for each month in which
Customer fails to achieve such minimum. Continued failure to meet Minimum Number
Requirements shall give rise to AT&T's right to terminate under section 7.2.4

Promotional  Tools.  AT&T will provide  Customer  with up to two Numbers,  at no
charge, with unlimited usage in AT&T markets,  and up to 10 Numbers at a rate of
$30 per month,  with  unlimited  usage in AT&T  markets.  Usage  outside of AT&T
markets  and all  taxes  on usage  relating  to such  Numbers  will  remain  the
responsibility of Customer.

<PAGE>
                                    EXHIBIT D

                              End User Disclosures

1. END USER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT.

2. [END USER]  UNDERSTANDS  THAT  [CUSTOMER] IS AN AUTHORIZED RE-SELLER OF AT&T
WIRELESS PACKET DATA SERVICE.

3. [END USER]  UNDERSTANDS  AND AGREES THAT IT HAS NO  CONTRACTUAL  RELATIONSHIP
WHATSOEVER WITH AT&T WIRELESS  SERVICES AND THAT [END USER] IS NOT A THIRD PARTY
BENEFICIARY OF ANY AGREEMENT BETWEEN [CUSTOMER] AND AT&T WIRELESS SERVICES.

4. []END USER]  UNDERSTANDS AND AGREES THAT AT&T WIRELESS  SERVICES WILL HAVE NO
LEGAL,  EQUITABLE OR OTHER  LIABILITY  OF ANY KIND TO (END USER].  IN ANY EVENT,
AT&T  WIRELESS  SERVICES'  TOTAL  LIABILITY  ARISING  IN  CONNECTION  WITH  THIS
AGREEMENT  (REGARDLESS  OF THE  FORM OF THE  ACTION)  FOR ANY  CAUSE  WHATSOEVER
(INCLUDING  BUT NOT LIMITED TO ANY  FAILURE OR  DISRUPTION  OF THE CDPD  SERVICE
PROVIDED  HEREUNDER)  IS LIMITED TO PAYMENT OF DAMAGES IN AN AMOUNT EQUAL TO THE
PROPORTIONATE  FIXED MONTHLY CHARGE PAYABLE FOR SERVICES  PROVIDED TO [END USER]
UNDER THIS AGREEMENT FOR THE PERIOD OF SERVICE DURING WHICH SUCH DAMAGES OCCUR.

5. UNLESS CAUSED BY THE NEGLIGENCE OF [CUSTOMER] OR AT&T WIRELESS SERVICES, [END
USER]  WILL  INDEMNIFY  AND HOLD  AT&T  WIRELESS  SERVICES  (AND ITS  AFFILIATED
COMPANIES AND ANY OF THEIR OFFICERS,  EMPLOYEES AND AGENTS) HARMLESS AGAINST ALL
CLAIMS (INCLUDING,  WITHOUT LIMITATION,  CLAIMS FOR LIBEL, SLANDER, COPYRIGHT OR
PATENT  INFRINGEMENT  OR ANY  PERSONAL  INJURY OR  DEATH)  ARISING  DIRECTLY  OR
INDIRECTLY  FROM (END  USER'S))  USE,  FAILURE TO USE, OR  INABILITY  TO USE THE
NUMBERS  ASSIGNED TO IT OR THE CDPD  SERVICE.  THIS  INDEMNITY  WILL SURVIVE THE
TERMINATION OF THIS AGREEMENT.

6. ALTHOUGH CDPD SERVICE USES AN ENCRYPTED  TECHNOLOGY,  AND THE LAWS  GENERALLY
PROHIBIT THIRD PARTIES FROM  MONITORING  CELLULAR  TRANSMISSIONS,  AT&T WIRELESS
SERVICES  CANNOT  GUARANTY  THE  SECURITY OF DATA  TRANSMISSIONS.  NEITHER  AT&T
WIRELESS  SERVICES NOR ANY  UNDERLYING  CARRIER  SHALL BE LIABLE FOR ANY LACK OF
SECURITY  RELATING  IN  ANY  WAY TO USE OF THE  SERVICE  OR  (END  USER'S)  DATA
TRANSMISSIONS.

7. [END USER] WILL NOT USE THE SERVICE TO TRANSMIT ANY  COMMUNICATION  WHERE THE
MESSAGE,  OMITS  TRANSMISSION OR DISTRIBUTION WOULD VIOLATE ANY LAW, COURT ORDER
OR  REGULATION,  OR WOULD  LIKELY BE OFFENSIVE  TO THE  RECIPIENT OR  RECIPIENTS
THEREOF.

8. [END USER] USES THE INFORMATION ACCESSED BY THE CDPD SERVICE AT ITS OWN RISK.