WELLEX

THIS PURCHASE  AGREEMENT is entered into as of this 7th day of  August-1997,  by
and between Wellex CORPORATION, a California corporation,  whose principal place
of business is located at 44141 S. Grimmer Blvd.,  Fremont CA 94538 (hereinafter
referred to as ("Manufacturer")  and, U. S. Wireless Data Inc. a Colorado (state
whether a  corporation,  partnership or  proprietorship),  and if a corporation,
incorporated  under  the laws of the State of  Colorado  having  its  principal.
office  at 4851  Independence  St.  #189,  Wheat  Ridge,  CO 80033  (hereinafter
referred to as "purchaser").


         TERM
         ----

         This Agreement  shall become  effective on the date hereof and the body
         of the Agreement  shall  nominally be in effect for one year;  however,
         Manufacturer,  reserves the right to  automatically  extend the term of
         the  Agreement,  unless  notified  in  writing by  PURCHASER.  Prior to
         anniversary.  dates,  MANUFACTURER  will provide revised volume pricing
         for the next year.


2.       SPECIFICATION COMMENTS

         All items covered  under this  Agreement  shall be in  accordance  with
         Purchaser's specifications AND drawings and approval,.


3.       SHIPPING

         All  shipments  shall  be  made  by  Wellex,-,  F.O.B.   Manufacturer's
manufacturing- facility it-i California.

4.       PAYMENT TERMS

Net 30 days from date of invoice.

5.      COMMODITY List

Items listed in  Attachment A may be added to or deleted  from,  providing  such
additions or deletions meet all of the terms and conditions of this contract-

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6.      REQUIREMENT FOR PURCHASING

All purchase orders issued shall contain the following information:

        a) Purchasers part number,  description and revision level of product to
be shipped.

        b) The delivery or completion schedule.

        c)   The unit price,


7,       PURCHASE ORDERS/FORECASTS

a)    PURCHASER will provide to MANUFACTURER  firm purchase orders for a minimum
      of three (3) months in  advance  of  delivery,  Further,  Purchaser,  will
      provide to MANUFACTURER an additional six (6) month forecast to be updated
      monthly,  MANUFACTURER,  will purchase  materials  per purchase  order and
      forecast  based on  lead-times,  minimum  buys,  and  inventory  class buy
      policy.  PURCHASER  is  responsible  for  material  purchased  in  case of
      schedule reduction or cancellation.

b)    PURCHASER  reserves the right to reschedule  deliveries on orders that are
      due sixty (60) days or more,  from the date such change notice is given to
      MANUFACTURER.  If such  reschedule  represents  a delay in  shipment,  the
      reschedule  cannot be for more  than  sixty  (60)  days from the  original
      delivery date and PURCHASER will be responsible for a one percent (I%) per
      month  carrying  charge on,  material  acquired  pursuant to the  original
      delivery date that MANUFACTURER cannot mitigate,

If such reschedule  represents an acceleration  or increase,  MANUFACTURER  will
make  best  effort  to meet  the  request,  subject  to  material  and  capacity
availability. Any extra or unrecoverable costs incurred to meet the Request will
be the liability of PURCHASER.

C)    'PURCHASER  may cancel any order  scheduled  for delivery more than ninety
      (90) days from the date such cancellation notice is given to Manufacturer.
      Upon  cancellation,  Purchaser is liable to Manufacturer for' all material
      and return charges plus handling charges acquired  pursuant to Paragraph I
      for canceled or non-returnable products.,

Notwithstanding  purchaser's liability,  MANUFACTURER,  will attempt to mitigate
any such liability. Any costs incurred to make such mitigation are the liability
of the  i>YjRcHAsER  and will be reviewed and approved by the PURCHASER prior to
their incurrance.

<PAGE>
8.       WARRANTY

(a)       MANUFACTURER.  Warrants that the PRODUCT sold  hereunder  will be free
          from  defects  in  material  and  workmanship   according  to  IPC-61O
          Workmanship Standards.  Wellex Corporation for a period of ninety (90)
          days  from the date of  shipment  Of  PURCHASER,  provided  that.  (i)
          MANUFACTURER  is notified in writing by PURCHASER  within  thirty (30)
          days after Purchaser's discovery of such failure or (11) the defective
          PRODUCT  is  returned  to  MANUFACTURER  no longer  than ten (10) days
          following  the last day of the  warranty  period.  MANUFACTURER  shall
          include serial numbers and/or date stamps, as designated by PURCHASER,
          on each  PRODUCT to  facilitate  warranty  tracking.  PURCHASER  shall
          forward  defective  product  to  MANUFACTURER   freight  prepaid,  and
          MANUFACTURER  will make best effort to return the repaired or replaced
          product freight  prepaid by  MANUFACTURER to PURCHASER,  no later than
          thirty (30) days from the date  manufacturer  receives  the  defective
          PRODUCT.

(b)     The  foregoing  warranty  shall not be valid if the PRODUCT or component
        parts  have been  subjected  to  abuse,  misuse,  accident,  alteration,
        neglect,  unauthorized  repair or installation.  manufacturer shall make
        the final  determination  as to the  existence  or cause of any  alleged
        defect,
(c)     The foregoing  warranty  provisions  set forth the  Manufacturer's  sole
        liability and the Purchaser's  exclusive  remedies for claims (except as
        to title) based on defects in, or failure of, any PRODUCT sold hereunder
        when  the  claim  is  based in  warranty,  Upon  the  expiration  of the
        applicable warranty for any PRODUCT sold hereunder,  all such liability
        shall terminate,
(d)      The above  warranty  periods  shall not be  extended  by the  repair or
         replacement  of PRODUCT  pursuant to any of the above  warranties.  The
         above warranties shall apply to PURCHASER, its successors,  assigns and
         those who purchase or use said PRODUCT.  purchaser  shall deal directly
         with MANUFACTURER for returns and repairs
<PAGE>
(e)      EXCEPT  AS  HFREIN  ABOVE  PROVIDED,   THE  fOREGOING  WARRANTIES  AR.E
         EXCLUSIVF AND IN LIEU OF ALL OTHER WARRANTIES,  EXPRESS OR IMPLIED,  OR
         STATUTORY, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
         FOR A PARTICULAR. PURPOSE.

  9,     DELIVERY

  a:)    Product  shall be delivered to PURCHASER in  accordance  with  required
         delivery  dates as specified on PURCHASER'S  purchase  orders that have
         been agreed to by MANUFACTURER,

  b)    Upon learning of any potential  delays,  MANUFACTURER  Will  immediately
        notify PURCHASER in writing as to the cause and extent of such delay.

  10.      TERMINATION

  a)    For Cause -- This  Agreement  may be  terminated  by either party at any
        time upon the  occurrence of any one or more of the following  Events of
        Default:

        (1)    failure of the other party:  a) to perform  pursuant to the terms
               and conditions of this Agreement;  and b) to me such  performance
               deficiency  within sixty (60) days after receiving written notice
               thereof given by the aggrieved party;

        (2)    the  entering  into or filing,- by the other party of a petition,
               arrangement  or proceeding  seeking an order for relief under the
               bankruptcy laws of the United States,  a receivership  for any of
               the assets of the other party;  a composition  with or assignment
               for the benefit of its creditors;  a readjustment  of debt or the
               dissolution or liquidation of the other party;

        (3)    or the insolvency of the other p@,

b)      For  Convenience  -  Either  party  may  terminate  this  Agreement  for
        convenience  upon ninety (90) day written notice to the other party.  If
        Manufacturer   doesn't  have  sufficient   material  to  cover  material
        leadtime, Manufacturer's notice to PURCHASER must be at least as far 4.n
        advance as the longest leadtime item.

Upon  termination,  PURCHASER  shall be liable for any  material  acquired  plus
handling  charge  pursuant to purchase orders , minimum buys and long lead items
purchased to forecast.  Any such material shall be shipped promptly to PURCHASER
upon  termination and shall be subject to the  then-current  pricing and payment
terms,  PURCHASER shall also be liable for any unamoritized  investment incurred
by MANUFACTURER at the time of termination, as specified on Attachment, B.

II.      INSPECTION

a)      Source Inspection

Upon request from PURCHASER,  MANUFACTURER  agrees to allow  PURCHASER'S  source
inspector to inspect and review the work being  performed  under this Agreement,
including  materials and supplies  being used.  However,  shipments  will not be
delayed if PURCHASER fails to effect such source  inspection.  Source inspection
does  not  constitute  acceptance.  Final  acceptance  shall  be at  PURCHASER'S
facility.






  II.

  a)    Source Inspection (continued)

        PURCHASER  shall have ten (10) days,  after actual receipt of the goods,
        within  which  to  inspect  prior  to  Purchaser's   acceptance  thereof
        Purchaser's  acceptance  of  each  type  of  Goods  shall  be  based  On
        PURCHASER'S standard test procedures for such Goods, including the Goods
        satisfying the AQL established by PURCHASER,

  b)    Approved Manufacturers

  In  the  course  of  purchasing   component   pans  on  behalf  Of  PURCHASER,
  MANUFACTURER Must follow  Purchaser's  Approved Vendors List for all component
  parts. If MANUFACTURER  offers alternative to Purchaser's AVL, the alternative
  must  be  approved  in  writing  by  PURCHASER  prior  to  any  production  at
  MANUFACTURER'S facility.

        It is recognized  that from time to time  MANUFACTURER  will be asked to
        implement ECOS. The following delineates the proper procedures,

        a)     PURCHASER to notify MANUFACTURER in writing of proposed ECO. This
               notification  should include the  documentation  of the change to
               effectively support MANUFACTURER'S investigation of the impact of
               this proposal.

        b)     Upon notice of a change,  MANUFACTURER'S will make best effort to
               review all costs impacted within one (1) week,,. All cost impacts
               and material  availability  issues will be mutually  reviewed and
               agreed to with PURCHASER prior to implementation.

        c)  Emergency  ECOs  will  be  immediately  implemented  at  PURCHASER'S
request.

        d) PURCHASER'S,  will be liable for costs  associated with emergency ECO
implementation,

13.      CONFIDENTIALITY

Both parties acknowledge that, by reason of their  relationship,  they, may have
access to certain  information  and materials  concerning the other's  business,
plans, and products  (including,  but not limited to,  information and materials
contained in technical  data provided to the other party) which is  confidential
and of  substantial  value to the other party,  which value would be impaired ;f
such information  were disclosed to third parties.  Both parties agree that they
shall not use in any way,  for their own  account  or the  account  of any third
party, nor disclose to any third party, any such confidential  information which
is revealed to it by the other party hereto,





  13.      CONFIDENTIALITY         (continued)

           without written  authorization  from the other party. Each party will
           take every reasonable  precaution to protect the,- confidentiality of
           such  information  consistent  with the efforts  exercised by it with
           respect to its 01,7@-,l  Confidential  information,  Each party shall
           advise  the  other if it  considers  any  particular  information  or
           materials  to  be   confidential,   'This   provision  shall  survive
           termination of this Agreement.


14.1                INDEMNIFICATION

           Each party shall  indemnify  and.  defend the other party against all
           claims,  suits, losses,  expense-s and liabilities for bodily injury,
           personal  injury,  death and property  damage  directly or indirectly
           caused by any Products or through the intentional  acts or negligence
           of a party or of any person for whose actions said parts,  is legally
           liable.  Both parses  shall carry and  maintain  liability  insurance
           coverage  to   satisfactorily   cover  its  obligations   under  this
           Agreement-.nt.


15.      COMPLIANCE WITH APPLICABLE LAWS

           Manufacture  has  been,  and  shall.  continue  to  be,  in  material
           compliance with the provisions of all applicable  federal,  state and
           local  laws,  regulations,  rules and  ordinances  applicable  to the
           transactions governed by this Agreement,


16.      FORCE MAJEURE

In the event that  performance  by either  party of its  obligations  under this
Agreernent  is  prevented  due  to  any  Act  of  God,  fire,  casualty,  flood,
earthquake,   ,war,  strike,  lockout,   epidemic,   destruction  of  production
facilities,  riot, insurrection,  material  unavailability,  or any other- cause
beyond the reasonable control of the party,  invoking this section - and if such
party shall give  prompt  written  notice to the other  party - its  performance
shall be excused,  and the time or the  performance  shall be,  extended for the
period of delay or inability to perform due to such occurrences.


17.      MISCELLANEOUS

          a)   In the event that one or more of the provision, or parts thereof,
               contained  in the  Agreement  shall for any reason be field to be
               invalid,  illegal,  or  unenforceable  by a  court  of  competent
               jurisdiction,  the same shall not invalidate or otherwise  affect
               any other provision in the Agreement,  and the Agreement shall be
               construed as if such invalid,  illegal or unenforceable provision
               had never been contained therein.



<PAGE>
17.      MISCELLANEOUS        (continued)

          b)   Entire  Agreement:  Modification - The Agreement  constitutes the
               entire and exclusive  statement by 'PURCHASER and  ',MANUFACTURER
               of the terms of their agreement,  notwithstanding  any additional
               or  different  terms  that  may be  contained  in any  quotation,
               acknowledgment,  confirmation,  purchase order,  invoice or other
               form of PURCHASER Or MANUFACTURER.  All prior and contemporaneous
               proposals,  negotiations.   representations  and  agreements  are
               merged in the Agreement.  These terms of the Agreement may not be
               altered,  modified,  superseded,  amended  or  rescinded  and  no
               additional  terms shall  become a part of the  Agreement,  except
               pursuant to a writing specifically  referencing the Agreement and
               signed by a representative  of the party against whom enforcement
               is sought.

        c)     Notice - Unless otherwise specified in the Agreement, all notices
               and other  communications  permitted  ------ or  required  by the
               provisions  of those  documents  shall be in writing and shall be
               mailed,  telecopied,  telegraphed,  telexed or  delivered  to the
               other  party at the  address  set forth  below (or at such  other
               address as either  party shall  designate in writing to the other
               party during the term of this  Agreement)  and shall be effective
               and deemed  received-.  1) if mailed,  when  actually  ----------
               received;  ii) if  telecopied,  when actually  received;  iii) if
               telegraphed,   when  actually  received;  iv)  if  telexed,  when
               dispatched;  or v) if personally delivered,  when delivered. Each
               notice to  MANUFACTURER  or PURCHASER  shall be addressed,  until
               notice of change thereof, as follows:

                              i)    If intended for MANUFACTURER, to:

                     Wellex Corporation 44141 S. Grimmer Blvd, Fremont, CA 94538


                              ii) If intended for PURCHASER, to:

                                    U. S. Wireless Data Inc.

                                    4851 Independence St. # 189

                                    Wheat Ridge, Colorado 80033

         d)    - This Agreement  shall not be assignable by either party without
               the prior written consent of the other party.

         e)    Waiver - No failure or delay on the part of either  party  hereto
               in  exercising  any right or remedy  under  the  Agreement  shall
               operate  as a waiver  thereof;  nor shall any  single or  partial
               exercise  of any  such  right  or  remedy,  No  provision  of the
               Agreement  may be waived  except in  writing  signed by the party
               granting such waiver,

<PAGE>
             17,                MISCELLANEOUS                      (continued)

               Governing Law:  Interpretation - 'the Agreement shall be governed
               by and  construed  in  accordance  with the laws of the  State of
               California. Acceptance or acquiescence in a course of performance
               rendered under the Agreement shall not be relevant to determining
               the  Meaning  of the  Agreement,  even  though the  accepting  or
               acquiescing  party had knowledge of the nature of the performance
               and an  opportunity  for  objection,  No course of prior  dealing
               between  the  parties and usage of the trade shall be relevant to
               supplement or explain any terms used in the Agreement.



        g)     Consequential   Damages  -  In  no  event  shall   PURCHASER   or
               MANUFACTURER.   be  liable  for  any  special  ,   incidental  or
               consequential  damages  including  without  limitations  loss  of
               profits, even if advised of the possibility thereof


18.

         1.     Prices and  commitments  for Products sold wider this  Agreement
                are defined in Attachment A.

         2.     Every three (3) months,  PURCHASER and MANUFACTURER  will review
                the actual volume purchased. If actual volume purchased, is >10%
                less of the.  annualized  volume  assumptions  in  Attachment A,
                prices will be increased  to the actual  lower volume  purchased
                and be effective retroactively,

                                       1

        3,     Notwithstanding   Part,  2  of  this  section.   if   significant
               fluctuations occur at any time in the material cost of components
               required under this Agreement,  PURCHASER and  MANUFACTURER  will
               review the impact of such  fluctuations and mutually agree to any
               pricing changes arising  therefrom,  (Significant  fluctuation is
               defined to mean +/- 31% of the quoted Bill of Material cost,)


19.     RETURN MATERIAL- AUTHORIZATION

If  product  is found to be  defective  per  Section 8 or II of this  Agreement,
PURCHASER  will  notify  MANUFACTURER  and  MANUFACTURER  will  provide a Return
Material   Authorization  number  prior  to  PURCHASER  returning  the  Product.
MANUFACTURER  will make best effort to provide an RMA number  within forty eight
(48) hours.