THE WARRANT  REPRESENTED BY THIS  CERTIFICATE  AND THE SECURITIES  ISSUABLE UPON
EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE TRANSFERRED
EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR (B) UPON RECEIPT BY THE ISSUER OF AN OPINION
OF COUNSEL,  WHICH OPINION OF COUNSEL SHALL BE  REASONABLY  SATISFACTORY  TO THE
ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM  REGISTRATION  UNDER THE
ACT AND SUCH STATE SECURITIES LAWS.


                                WARRANT AGREEMENT

                               FOR COMMON STOCK OF

                            U.S. WIRELESS DATA, INC.


Warrant No. _____


     THIS CERTIFIES that, for value received, ______________________________, or
its permitted assigns registered on the books of the Company (collectively,  the
"Holder"),  is entitled to purchase from U.S.  Wireless  Data,  Inc., a Colorado
corporation  (the  "Company"),  at any time,  and from time to time,  during the
exercise  period  referred  to in  Section  1  hereof,  __________  shares  (the
"Shares") of fully paid and nonassessable  shares of common stock of the Company
(the "Common  Stock").  The purchase price for each Share (the "Share Price") is
one cent ($0.01) per Share.  Securities  issuable  upon exercise of this Warrant
and the price payable  therefor are subject to  adjustment  from time to time as
hereinafter  set forth.  As used herein,  the term  "Warrant"  shall include any
warrant or warrants  hereafter  issued in  consequence  of the  exercise of this
Warrant in part or transfer of this Warrant in whole or in part.

1. Exercise;  Payment for Ownership Interest.  Upon the terms and subject to the
conditions  set forth herein,  this Warrant may be exercised in whole or in part
by the  Holder  hereof at any time,  or from time to time,  on or after the date
hereof  and  prior  to 5 p.m.  San  Francisco  time  on  December  30,  2006  by
presentation  and  surrender  of this  Warrant to the  principal  offices of the
Company,  together with the Purchase Form annexed  hereto,  duly  executed,  and
accompanied  by payment to the  Company  of an amount  equal to the Share  Price
multiplied  by the  number of  Shares as to which  this  Warrant  is then  being
exercised;  provided,  however,  the Holder may not exercise this Warrant to the
extent such exercise  would exceed the number of shares of Common Stock reserved
for issuance under this Warrant it being agreed that on the date of this Warrant
no shares of Common Stock have been duly  reserved for  issuance.  If the Holder
has exercised  all or any portion of this Warrant  within six months of the date
of this  Warrant the Holder may not during such period sell,  assign,  transfer,

                                      -1-

<PAGE>



pledge or  encumber  any such  shares to the  extent any such  shares  exceeds a
number (the "Excess  Shares")  equal to the product of (1)  __________ and (2) a
fraction the numerator of which is the sum of all loans made by ________________
________________ to the Company pursuant to the Commitment Letter dated December
30, 1999 and the  denominator of which is  $1,000,000.  In the event that within
six months of the date of this Warrant,  the Company shall have requested  funds
under the Commitment Letter and ________ shall not have honored any such request
for financing that it is required to honor by the terms of the Commitment Letter
and the promissory note relating to such borrowing  request,  then in respect of
such  failure to honor such  request  the Holder  shall  forfeit to the  Company
(either in shares of Excess Shares,  warrants to purchase shares of Common Stock
that have not yet been  exercised  but that if  purchased  by the  Holder  would
constitute  Excess Shares,  or a combination of both, in each case at the option
of the Holder)  that number of shares of Common Stock as is equal to the product
of (1)  __________  and (2) a fraction the  numerator of which is the sum of (x)
the amount of funds represented by the borrowing request that ________ failed to
honor but was  required  to do so and (y) the amount of  borrowing  at that time
that  the  Company  may  still  request  under  the  Commitment  Letter  and the
denominator  of which is $1,000,000.  If the Holder  forfeits any Excess Shares,
then within five (5) business  days of the date of  forfeiture  the Company will
pay to the  Holder  the  exercise  price  paid to the  Company  by the Holder to
purchase  such  Excess  Shares.  Any  transfer  of Shares  obtained by Holder in
exercise of this Warrant is subject to the requirement  that such securities are
registered  under the  Securities  Act of 1933,  as amended (the "1933 Act") and
applicable  state  securities  laws or are exempt from  registration  under such
laws.  The Holder of this  Warrant  shall be deemed to be a  shareholder  of the
Shares as to which this Warrant is exercised in  accordance  herewith  effective
immediately  after the close of business  on the date on which the Holder  shall
have  delivered  to the Company  this  Warrant in proper form for  exercise  and
payment  by  certified  or  official  bank  check or wire  transfer  of the cash
purchase  price for the number of Shares as to which the exercise is being made,
or by delivery to the Company of securities of the Company  having a value equal
to the cash purchase  price for such number of Shares  determined as of the date
of delivery. If this Warrant shall be exercised in part only, the Company shall,
upon  surrender  of this  Warrant  for  cancellation,  execute and deliver a new
Warrant  evidencing  the rights of the Holder thereof to purchase the balance of
the Shares purchasable hereunder as to which the Warrant has not been exercised.
If this Warrant is exercised in part,  such exercise shall be for a whole number
of Shares. Upon any exercise and surrender of this Warrant, the Company (a) will
issue and deliver to the Holder a certificate or certificates in the name of the
Holder  for the  largest  whole  number of Shares to which the  Holder  shall be
entitled and, if this Warrant is exercised in whole,  in lieu of any  fractional
Share to which the Holder  otherwise might be entitled,  cash in an amount equal
to the fair value of such  fractional  share  (determined in such reasonable and
equitable  manner as the Board of Directors  of the Company  shall in good faith
determine), and (b) will deliver to the Holder such other securities, properties
and cash which the Holder may be entitled to receive upon such exercise,  or the
proportionate part thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.

                                      -2-


<PAGE>



2. Adjustments.  Securities issuable upon exercise of this Warrant and the Share
Price shall be subject to adjustment from time to time as follows:

     2.1  Reorganization,  Reclassification,   Consolidation,  Merger  or  Sale;
Distributions.

          (a) If any capital  reorganization or reclassification of the Company,
or any  consolidation or merger of the Company with another person, or the sale,
transfer or lease of all or  substantially  all of its assets to another  person
shall be effected in such a way that  holders of shares of Common Stock shall be
entitled to receive  stock,  securities or assets with respect to or in exchange
for their shares,  then provision shall be made, in accordance with this Section
2.1,  whereby the Holder hereof shall  thereafter have the right to purchase and
receive,  upon the basis and upon the terms  and  conditions  specified  in this
Warrant  Agreement  and in addition to or in exchange  for, as  applicable,  the
Shares  subject  to  this  Warrant  immediately   theretofore   purchasable  and
receivable upon the exercise of the rights represented  hereby,  such securities
or assets as would have been  issued or payable  with  respect to or in exchange
for the aggregate Shares immediately theretofore purchasable and receivable upon
the  exercise  of the rights  represented  hereby if exercise of the Warrant had
occurred   immediately   prior   to   such   reorganization,   reclassification,
consolidation,   merger  or  sale.   The  Company   will  not  effect  any  such
consolidation,  merger, sale, transfer or lease unless prior to the consummation
thereof the  successor  entity (if other than the Company)  resulting  from such
consolidation  or merger or the entity  purchasing  or leasing such assets shall
assume by written  instrument  (i) the obligation to deliver to such Holder such
securities  or assets as, in  accordance  with the  foregoing  provisions,  such
Holder  may be  entitled  to  purchase,  and (ii) all other  obligations  of the
Company  under  this  Warrant.  The  provisions  of this  Section  2.1(a)  shall
similarly  apply  to  successive  consolidations,   mergers,  exchanges,  sales,
transfers or leases.

          (b) If,  at any  time or from  time  to time  after  the  date of this
Warrant,  the Company shall  distribute to the holders of shares of Common Stock
(i)  securities,  (ii)  property,  other than cash, or (iii) cash,  without fair
payment therefor,  then, and in each such case, the Holder, upon the exercise of
this Warrant,  shall be entitled to receive such  securities,  property and cash
which the Holder would hold on the date of such exercise if, on the date of this
Warrant,  the Holder had been the holder of record of the shares of Common Stock
subscribed  for upon such exercise and,  during the period from the date of this
Warrant to and including the date of such exercise,  had retained such shares of
Common  Stock and the  securities,  property and cash  receivable  by the Holder
during such period,  subject,  however, to the Holder agreeing to any conditions
to such  distribution  as were required of all other Holders of shares of Common

                                      -3-


<PAGE>



Stock in connection with such distribution.  If the securities to be distributed
by  the  Company  involve  rights,  warrants,  options  or  any  other  form  of
convertible  securities  and the right to  exercise or convert  such  securities
would expire in accordance with its terms prior to the exercise of this Warrant,
then  the  terms  of  such  securities  shall  provide  that  such  exercise  or
convertibility  right shall  remain in effect  until  thirty (30) days after the
date the  Holder  of this  Warrant  receives  such  securities  pursuant  to the
exercise hereof.

          (c) In addition to those  adjustments set forth in Sections 2.1(a) and
(b), but without  duplication of the adjustments to be made under such Sections,
if the Company:

               (i)  pays a dividend or makes a distribution  on its Common Stock
                    in shares of its Common Stock;

               (ii) subdivides  its  outstanding  shares of Common  Stock into a
                    greater number of shares;

               (iii)combines  its  outstanding  shares  of Common  Stock  into a
                    smaller number of shares;

               (iv) makes a distribution on of its Common Stock in shares of its
                    capital stock other than Common Stock; and/or

               (v)  issues, by  reclassification of its Common Stock, any shares
                    of its capital stock;

then the number and kind of Shares  purchasable  upon  exercise of this  Warrant
shall be adjusted so that the Holder upon  exercise  hereof shall be entitled to
receive the kind and number of Shares or other  securities  of the Company (such
other  securities  thereafter  enjoying the rights of Shares under this Warrant)
that the  Holder  would have owned or have been  entitled  to receive  after the
happening of any of the events  described  above had this Warrant been exercised
immediately prior to the happening of such event or any record date with respect
thereto.  An  adjustment  made  pursuant to this  Section  2.1(c)  shall  become
effective  immediately  after  the  record  date in the  case of a  dividend  or
distribution and shall become effective  immediately after the effective date in
the case of a  subdivision,  combination  or  issuance.  If,  as a result  of an
adjustment  made  pursuant to this  Section  2.1(c),  the Holder of this Warrant
thereafter  surrendered  for exercise shall become entitled to receive shares of
two or more  classes  of capital  stock or shares of Common  Stock and any other
class  of  capital  stock  of  the  Company,   the  Board  of  Directors  (whose
determination  shall be conclusive and shall be described in a written notice to
all holders of this Warrant promptly after such adjustment)  shall determine the

                                      -4-


<PAGE>



allocation  of the adjusted  Share Price between or among shares of such classes
of  capital  stock or shares of Common  Stock and such  other  class of  capital
stock.

          The adjustment to the number of Shares  purchasable  upon the exercise
of this Warrant  described  in this  Section  2.1(c) shall be made each time any
event listed in paragraphs (i) through (v) of this Section 2.1(c) occurs.

          (d)  Simultaneously  with all adjustments to the number and/or kind of
securities,  property and cash to be issued in  connection  with the exercise of
this Warrant, the Share Price will also be appropriately adjusted so that at all
times the Holder and all subsequent holders of this Warrant (whether in whole or
in part) would not pay more than the aggregate  purchase  price to exercise this
Warrant in full  immediately  after such  adjustment  as the Holder and all such
subsequent holders had to pay immediately prior to such adjustment.

     2.2  Other  Action  Affecting  Shares.  If the  Company  takes  any  action
affecting  its  shares of Common  Stock  after the date  hereof,  that  would be
covered  by  Section  2.1 but for the  manner in which  such  action is taken or
structured, other than an action described in any of Section 2.1, which would in
any way diminish the value of this Warrant hereunder, then this Warrant shall be
adjusted as to the Shares  purchasable  hereunder  and the Share  Price  payable
hereunder in such manner as the Board of Directors of the Company  shall in good
faith determine to be equitable under the circumstances.

     2.3 Notice of  Adjustments.  Upon each  adjustment or  readjustment  of the
Share Price or in the nature of the securities or other property receivable upon
the exercise of this Warrant,  the Company at its expense will promptly  compute
such adjustment or readjustment in accordance with the terms of this Warrant and
prepare a certificate  setting forth such adjustment or readjustment and showing
in detail the facts upon which such  adjustment or  readjustment  is based.  The
Company will forthwith  mail, by first class mail,  postage  prepaid,  a copy of
each such certificate  addressed to the Holder of this Warrant at the address of
such Holder as shown on the books of the Company.

     2.4 Other Notices. If at any time:

          (a) the  Company  shall  (i) offer  for  subscription  pro rata to the
holders of shares of the Common  Stock any  additional  equity in the Company or
other rights;  (ii) pay a dividend in  additional  shares of the Common Stock or
distribute  securities or other  property to the holders of shares of the Common
Stock (including,  without limitation,  evidences of indebtedness and equity and
debt  securities);  or (iii) issue  securities  convertible  into,  or rights or
Warrants to purchase, securities of the Company;

                                      -5-



<PAGE>



          (b) there shall be any capital  reorganization or  reclassification or
consolidation  or merger of the Company with, or sale,  transfer or lease of all
or substantially all of its assets to, another entity; or

          (c) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;

then,  in any one or more of said cases,  the Company shall give, by first class
mail, postage prepaid, addressed to the Holder of this Warrant at the address of
such  Holder as shown on the books of the  Company,  (a) at least 15 days' prior
written  notice of the date on which the books of the  Company  shall close or a
record shall be taken for such subscription  rights,  dividend,  distribution or
issuance,  and (b) in the  case of any  such  reorganization,  reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, at least 15
days'  prior  written  notice of the date when the same  shall  take place if no
stockholder  vote is required and at least 15 days' prior written  notice of the
record date for stockholders  entitled to vote upon such matter if a stockholder
vote is required.  Such notice in accordance with the foregoing clause (a) shall
also specify, in the case of any such subscription rights, the date on which the
holders of shares of Common  Stock shall be entitled  to exercise  their  rights
with respect  thereto,  and such notice in accordance with the foregoing  clause
(b) shall also  specify the date on which the holders of shares of Common  Stock
shall be entitled to exchange  their  shares of Common Stock for  securities  or
other  property   deliverable   upon  such   reorganization,   reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the case
may be.

3. No Voting Rights. Except as otherwise provided herein, this Warrant shall not
be deemed to  confer  upon the  Holder  any  right to vote or to  consent  to or
receive  notice as a  stockholder  of the  Company,  as such,  in respect of any
matters whatsoever,  or any other rights or liabilities as a stockholder,  prior
to the exercise hereof.

4.       Warrants Transferable.

          This Warrant and all rights hereunder are transferable, in whole or in
part,  at the  principal  offices  of the  Company by the  Holder  hereof,  upon
surrender of this Warrant properly endorsed; provided, however, that without the
prior written consent of the Company,  this Warrant and all rights hereunder may
be  transferred  only  (i) to an  affiliate  of the  initial  Holder  hereof  or
successor in interest to any such person;  or (ii) pursuant to the  registration
of this Warrant or the Shares under the 1933 Act or  subsequent to one year from
the date  hereof  an  exemption  under  Rule 144 or other  exemption  from  such
registration.

5.  Warrants  Exchangeable;  Loss,  Theft,  Destruction,  Etc.  This  Warrant is
exchangeable,  upon  surrender  hereof by the  Holder  hereof  at the  principal
offices of the  Company,  for new  Warrants  of like tenor  representing  in the
aggregate  the right to  subscribe  for and  purchase  the  Shares  which may be

                                      -6-



<PAGE>


subscribed for and purchased  hereunder,  each such new Warrant to represent the
right to  subscribe  for and  purchase  such  Shares  (not to exceed the maximum
aggregate  Shares which may be purchased  hereunder)  as shall be  designated by
such  Holder  hereof at the time of such  surrender.  Upon  receipt of  evidence
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this  Warrant  and,  in the case of any such loss,  theft or  destruction,  upon
delivery of a bond or indemnity  satisfactory to the Company, or, in the case of
any such mutilation, upon surrender or cancellation of this Warrant, the Company
will issue to the Holder  hereof a new  Warrant of like  tenor,  in lieu of this
Warrant,  representing  the right to subscribe for and purchase the Shares which
may be subscribed for and purchased hereunder.

6.  Legends;   Investment   Representations.   Any  certificate  evidencing  the
securities  issued  upon  exercise  of  this  Warrant  shall  bear a  legend  in
substantially the following form:

          THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  SUCH
     SECURITIES  MAY NOT BE  TRANSFERRED  EXCEPT (A)  PURSUANT  TO AN  EFFECTIVE
     REGISTRATION  STATEMENT UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES
     LAWS OR (B) UPON  RECEIPT BY THE ISSUER OF AN  OPINION  OF  COUNSEL,  WHICH
     OPINION OF COUNSEL SHALL BE REASONABLY  SATISFACTORY TO THE ISSUER,  TO THE
     EFFECT THAT SUCH  TRANSFER IS EXEMPT  FROM  REGISTRATION  UNDER THE ACT AND
     SUCH STATE SECURITIES LAWS.

7.       Registration.

     7.1  Definitions.  The  following  additional  definitions  shall apply for
purposes of this Section 7:

          (a) The term "Abbreviated Registration Statement" means a registration
statement  on Form S-3 or any  similar  or  successor  form in  which  financial
statements and other detailed  information  about the issuer are incorporated by
reference from the issuer's periodic reports filed under Securities Exchange Act
of 1934, as amended (the "1934 Act").

          (b) The term "1933 Act" means the  Securities Act of 1933, as amended,
or any successor legislation thereto.

          (c) The terms "register,"  "registered," and "registration" refer to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document  in  compliance  with the 1933  Act,  and the  declaration  or
ordering of effectiveness of such registration statement or document.

                                      -7-



<PAGE>



          (d) The term "Registrable Securities" means (1) the Shares issuable or
issued upon  exercise of this  Warrant,  and (2) any  securities  of the Company
issued as (or issuable upon the conversion or exercise of any Warrant,  right or
other security which is issued as) a dividend or other distribution with respect
to, or in exchange  for or in  replacement  of, such  Shares,  excluding  in all
cases, however, any Registrable  Securities sold by a person in a transaction in
which his rights under this  Section 7 are not assigned and any such  securities
as to which  restrictive  legends  restricting  transfer  under the 1933 Act are
lifted pursuant to Rule 144(k) under the 1933 Act (or any successor rule) or any
other  exemption  from  registration  under the 1933 Act in which the subsequent
disposition of such securities by the Holder does not require registration under
the 1933 Act.

     7.2 Right to Include  Registrable  Stock.  After six months  after the date
hereof, if the Company proposes to register any of its securities under the 1933
Act for its own account for sale for cash (other than a registration on Form S-4
or Form S-8, or any successor or similar forms) (the  "Offering"),  it will each
such time promptly give written notice to the Holder.  Upon the written  request
of the Holder made  within 15 days after the  receipt of any such notice  (which
request shall specify the Registrable  Securities  intended to be disposed of by
such Holder and the intended method of distribution  thereof),  the Company will
use its reasonable  efforts to effect the registration under the 1933 Act of all
Registrable  Securities  which the Company has been requested to register by the
Holder in accordance with the intended methods of distribution specified in such
request;  provided that (i) if, at any time after giving  written  notice of its
intention  to register any  securities  and prior to the  effective  date of the
registration  statement filed in connection with such registration,  the Company
determines for any reason not to register such  securities,  the Company may, at
its  election,  give  written  notice of such  determination  to the Holder and,
thereupon,  will be  relieved of its  obligation  to  register  any  Registrable
Securities in connection with such registration, (ii) in case of a determination
by the Company to delay  registration  of its  securities,  the Company  will be
permitted  to delay the  registration  of  Registrable  Securities  for the same
period as the delay in registering such other  securities,  and (iii) the amount
of  Registrable  Securities  of the Holder  which will be  registered  shall not
exceed a pro rata portion of all shares of Common  Stock owned by persons  other
than the Company then being  registered  in  accordance  with Section 7.4 unless
mutually agreed upon by the Holder and the Company; provided,  however, that the
provisions of this Section 7.2 will not be deemed to limit or otherwise restrict
the rights of Holder under Section 7.3 hereof.

     7.3 Demand  Registration.  At any time commencing after six months from the
date hereof, unless Commonwealth  Associates,  L.P. has been unwilling or unable
to  assist  the  Company  in  successfully  completing  a private  placement  as
contemplated in Schedule 1 of that certain  engagement letter dated December 23,
1999 between  Commonwealth  and the Company,  the Holder shall have the right on
three occasions to demand on each such occasion the registration of up to 50% of
all Registrable  Securities  originally held by the Holder,  provided that if at

                                      -8-



<PAGE>


the time of such request the aggregate value of all Registrable  Securities held
by the Holder (based on the low end of the expected  range of the offering price
of such securities) is equal to or less than $10,000,000,  the Holder may demand
the  registration of all of the Registrable  Securities then held by the Holder.
If the Holder makes such request,  the Company shall, in accordance with Section
7.5, register for sale such Registrable  Securities under the 1933 Act, provided
that the Company shall be able to delay the filing (but not the  preparation) of
any such  registration  statement  for a period of not more than sixty days from
the date it would  otherwise be required to be filed (but in any event not later
than  the next  filing  of the  Company's  Form 10-  KSB).  Notwithstanding  the
limitations  on the  Holder's  right to  demand  registration  pursuant  to this
Section  7.3,  if the  registration  statement  that  is  required  to be  filed
hereunder is withdrawn  for any reason  (which shall not in any way diminish the
obligations of the Company under Section 7.5) before, at or after effectiveness,
if the  Company  shall  fail to keep  such  registration  statement  current  as
required by Section 7.5 or if the Company shall fail to register all Registrable
Securities requested to be registered,  then in addition to any remaining demand
registration  right held by the Holder  under this Section 7.3, the Holder shall
have one additional demand  registration  right so long as the conditions herein
above set forth are satisfied.

     7.4 Priority.  If the managing underwriter for a registration  involving an
underwritten  offering advises the Company in writing that, in its opinion,  the
number of securities of the Company (including Registrable Securities) requested
to be included in such registration by the holders thereof exceeds the number of
securities  of the Company (the "Sale  Number")  which can be sold in an orderly
manner in such  offering  within a price range  acceptable  to the Company,  the
Company will,  subject to the  registration  rights  agreements  relating to the
Series B Preferred  Stock,  and the warrants  issued in conjunction  with the 6%
convertible debentures and the 6% convertible debentures, include (i) first, all
securities  of the  Company  that the Company  proposes to register  for its own
account  and (ii)  second,  to the extent that the number of  securities  of the
Company to be included by the Company is less than the Sale Number,  a number of
the  Registrable  Securities  equal to the number derived by multiplying (a) the
difference between the Sale Number and the securities proposed to be sold by the
Company,  and (b) a fraction the numerator of which is the number of Registrable
Securities  originally  requested  to  be  registered  by  the  Holder  and  the
denominator of which shall be the aggregate  number of all securities  requested
to be  registered  by  all  holders  of the  Company's  securities  (other  than
securities being registered by the Company  itself).  By way of example,  if the
Holder  requests  registration of 500 shares and only one other holder of shares
of Common Stock requests  registration and seeks to register 1000 shares and the
Company  seeks to register  3000  shares and the Sale  Number is 4200,  then the
Holder will be entitled to register 400 shares of Common Stock. The restrictions
set forth in this  Section 7.4 will no longer be  applicable  to the extent that

                                      -9-


<PAGE>


the  Company  grants  registration  rights  to any  other  holder  that are more
favorable to such holder than the registration  rights granted  hereunder and in
such event the Holder shall automatically  receive rights no less favorable than
those granted to such other holder.

     7.5 Obligations of the Company.  Whenever  required under this Agreement to
effect the  registration  of any  Registrable  Securities,  the Company will, as
expeditiously as reasonably possible:

          (a) In the case of a registration statement under Section 7.3, prepare
and file with the SEC such  registration  statement  with respect to such of the
Registrable  Securities  as  are  set  forth  in  the  request  as  promptly  as
practicable  following  the date such  obligation  arises  (but in any event not
later than 90 days  following  such date),  use its  reasonable  best efforts to
cause such  registration  statement to become  effective and use its  reasonable
best efforts to keep such  registration  statement  effective for up to one year
(nine months in the case of a registration  statement that is not an Abbreviated
Registration  Statement) but not after such securities  cease being  Registrable
Securities.

          (b) Prepare and file with the SEC such  amendments and  supplements to
such  registration  statement and the  prospectus  used in connection  with such
registration  statement as may be necessary to comply with the provisions of the
1933 Act with respect to the disposition of all Registrable  Securities  covered
by such registration statement.

          (c)  Furnish to the  Holder  such  numbers of copies of a  prospectus,
including a preliminary  prospectus,  in conformity with the requirements of the
1933 Act,  and such other  documents  as it may  reasonably  request in order to
facilitate the disposition of Registrable Securities owned by such Holder.

          (d) Use its best  efforts  to  register  and  qualify  the  securities
covered by such  registration  statement under such other securities or blue sky
laws of such  jurisdictions  as shall be  reasonably  requested  by the  Holder,
provided  that the  Company  shall not be  required  to qualify to do  business,
subject itself to taxation or to file a general consent to service of process in
any such states or jurisdictions.

          (e) Notify the Holder, at any time when a prospectus  relating thereto
is required to be delivered under the 1933 Act, of the happening of any event as
a result of which the prospectus  included in such  registration  statement,  as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing.


                                      -10-


<PAGE>


          (f) Cause the  securities of the Holder to be listed or designated for
trading  on such  securities  exchange  or  automated  quotation  system  as any
securities  of the same class of the Company are then listed or quoted or, if no
such listing or quotation then exists, as reasonably determined by the Company.

          (g) Make documents,  files, books,  records,  officers,  directors and
employees  of the Company  available  to the Holder and  provided  the  Holder's
underwriters,  if any,  shall have agreed to be bound by the  provisions of this
Section 7.5(g), to such underwriters,  and make such other accommodations as are
reasonably  necessary for the Holder and the Holder's  underwriters,  if any, to
perform a due diligence review of the Company; provided,  however, that all such
information  ("Confidential  Information")  will  be kept  confidential  and not
utilized by Holder except as  contemplated  herein and except as required by law
or court order. The term "Confidential Information" does not include information
which (i) is already in possession of such other party (other than that which is
subject to another confidentiality  agreement), (ii) becomes generally available
to the public,  or (iii) becomes  available on a  non-confidential  basis from a
source other than the Company.

          (h) Provide such opinions, certifications,  indemnifications, and take
such other actions, including, without limitation, entering into such agreements
(including underwriting agreements), as are reasonably required and appropriate,
to permit the Holder to make a public  offering  of the  Registrable  Securities
requested to be registered.

     7.6 Furnish Information. The Company's obligation to cause any registration
statement to become effective in connection with distribution of any Registrable
Securities  pursuant to this  Agreement  is  contingent  upon the  Holder,  with
reasonable  promptness,  furnishing  to the Company such  information  regarding
itself,  the  Registrable  Securities  held by it,  and the  intended  method of
disposition of such securities, as is required to effect the registration of the
Registrable Securities.

     7.7 Indemnification. In the event of any registration under this Agreement:

          (a) To the extent  permitted by law, the Company  will  indemnify  and
hold harmless the Holder and its officers,  directors and affiliates  (and their
officers and  directors),  any  underwriter (as defined in the 1933 Act) for the
Holder and each person (and its  officers and  directors),  if any, who controls
the Holder or  underwriter  within the  meaning of the 1933 Act or the 1934 Act,
against any losses, claims,  damages, or liabilities (joint or several) to which
they may become  subject under the 1933 Act, or the 1934 Act or other federal or
state law, insofar as such losses,  claims,  damages, or liabilities (or actions
in  respect  thereof)  arise  out  of or are  based  upon  any of the  following
statements, omissions or violations (collectively a "Violation"): (i) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the omission or

                                      -11-


<PAGE>


alleged omission to state therein a material fact required to be stated therein,
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances under which they were made, not misleading, or (iii) any violation
or alleged  violation  by the Company of the 1933 Act,  the 1934 Act,  any state
securities law or any rule or regulation  promulgated under the 1933 Act, or the
1934 Act or any state  securities  law,  and the Company will pay to the Holder,
underwriter  or  controlling  person,  as incurred,  any legal or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss, claim, damage,  liability,  or action;  provided,  however,  that the
indemnity  agreement contained in this subsection (a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected  without the consent of the Company  (which consent shall
not be unreasonably  withheld),  nor will the Company be liable in any such case
for any such loss,  claim,  damage,  liability,  or action to the extent that it
arises out of or is based upon (1) a Violation which occurs solely as the result
of the written  information  furnished expressly for use in connection with such
registration  by the  Holder,  underwriter  or  controlling  person  or (2) with
respect to the Underwriter and controlling person of such Underwriter (and their
respective officers and directors), a Violation which results from the fact that
there was not sent or given to a person who bought Registrable Securities, at or
prior to the written  confirmation of the sale, a copy of the final  prospectus,
as then amended or supplemented,  if the Company had previously furnished copies
of such prospectus  hereunder and such prospectus  corrected the misstatement or
omission forming the basis of the Violation.

          (b) To the extent permitted by law, the Holder will indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the registration statement, each person, if any, who controls the Company within
the meaning of the 1933 Act, any underwriter  and any controlling  person of any
such  underwriter  or other  holder,  against any losses,  claims,  damages,  or
liabilities  (joint or several) to which any of the foregoing persons may become
subject,  under the 1933 Act,  or the 1934 Act or other  federal  or state  law,
insofar as such losses,  claims,  damages,  or liabilities (or action in respect
thereto)  arise  out of or are  based  upon any  Violation,  in each case to the
extent (and only to the extent) that such Violation occurs solely as a result of
the written information  furnished by the Holder expressly for use in connection
with such  registration;  and such Holder will pay,  as  incurred,  any legal or
other  expenses  reasonably  incurred by any person  intended to be  indemnified
pursuant to this subsection (b), in connection with  investigating  or defending
any such loss, claim, damage, liability, or action; provided,  however, that the
Holder's  liability  pursuant  to this  Section  7.7(b)  shall be limited to the
amount  of the  net  proceeds  received  by the  Holder  from  the  sale  of the
Registrable  Securities  sold by it, and  further  provided  that the  indemnity
agreement  contained  in this  subsection  (b) does not apply to amounts paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement  is effected  without the consent of the Holder,  which consent shall
not be unreasonably withheld.


                                      -12-


<PAGE>


          (c) Promptly after receipt by an indemnified  party under this Section
7.7 of notice of the  commencement  of any action  (including  any  governmental
action),  such  indemnified  party will, if a claim in respect  thereof is to be
made  against any  indemnifying  party under this  Section  7.7,  deliver to the
indemnifying  party a written notice of the  commencement of such action and the
indemnifying party will have the right to participate in, and, to the extent the
indemnifying  party so  desires,  jointly  with  any  other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the  parties;  provided,  however,  that an  indemnified  party
(together with all other  indemnified  parties which may be represented  without
conflict by one  counsel)  will have the right to retain one  separate  counsel,
with  the  fees  and  expenses  to  be  paid  by  the  indemnifying   party,  if
representation  of  the  indemnified  party  by  the  counsel  retained  by  the
indemnifying  party would be inappropriate due to actual or potential  differing
interests  between the indemnified party and any other party represented by such
counsel in the same proceeding.  If the indemnifying  party shall fail to defend
the action,  or conducts a defense which is not reasonably  adequate in light of
the  circumstances,  the indemnified party may conduct its own defense and shall
be  entitled  to  reimbursement  for the costs of such  defense.  The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability  to the  indemnified  party under this Section 7, except to the extent
that the  indemnifying  party is  materially  prejudiced  by such  failure.  The
omission so to deliver written notice to the indemnifying party does not relieve
it of any liability  that it may have to any  indemnified  party  otherwise than
under this Section 7. No indemnifying party under this Agreement will enter into
any  settlement or consent to any entry of judgment which does not include as an
unconditional  term  thereof  the giving by the  claimant  or  plaintiff  to the
indemnified  party of a release  from all  liability in respect of such claim or
litigation.

          (d) If the indemnification provided for in this Section 7 is held by a
court of competent  jurisdiction to be unavailable to an indemnified party or is
insufficient  to  indemnify  an  indemnified  party  with  respect  to any loss,
liability,  claim, damage, or expense referred to therein, then the indemnifying
party,  in  lieu  of  or in  addition  to,  as  appropriate,  indemnifying  such
indemnified  party  hereunder,  will contribute to the amount paid or payable by
such indemnified party as a result of such loss,  liability,  claim,  damage, or
expense in such  proportion as is  appropriate  to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in  connection  with the  statements  or omissions  that  resulted in such loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party will be  determined  by  reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such

                                      -13-


<PAGE>


statement  or  omission.  The  obligation  of the Holder to make a  contribution
pursuant to this Section 7.7(d) shall be limited to the net proceeds received by
the Holder  from the sale of the  Registrable  Securities  sold by it,  less any
amounts paid pursuant to Section 7.7(b).

          (e) The obligations of the Company and the Holder under this Section 7
will survive the  completion  of any  offering of  Registrable  Securities  in a
registration statement under this Agreement, and otherwise.

     7.8 Expenses of Registration.  All expenses incurred in connection with any
registration,  qualification  or  compliance  pursuant  to  Section  7  of  this
Agreement,   including,   without  limitation,  all  registration,   filing  and
qualification fees, printing expenses, fees and disbursements of counsel for the
Company and  expenses of any special  audits  incidental  to or required by such
registration,  qualification or compliance will be borne by the Company,  except
that  the  Company  will  not  be  required  to  pay  underwriters'   discounts,
commissions,  or stock transfer taxes relating to the Registrable  Securities or
the fees and disbursements of counsel to the Holder,  other than as set forth in
this Section 7.

     7.9  Amendments.  Any term of this  Section 7 may be amended  only with the
written  consent of the Company and the holders of a majority of the Registrable
Securities  then  outstanding.  Any amendment  effected in accordance  with this
paragraph will be binding upon each holder of any  Registrable  Securities  then
outstanding,  each future  holder of all such  Registrable  Securities,  and the
Company.

8.  Miscellaneous.  The Company shall pay all expenses and other charges payable
in connection  with the  preparation,  issuance and delivery of this Warrant and
all  substitute  Warrants  other than as set forth in this Section 8. The Holder
shall  pay  all  taxes  (other  than  any  issuance  taxes,  including,  without
limitation,  documentary  stamp  taxes,  transfer  taxes and other  governmental
charges,  which shall be paid by the Company) in  connection  with such issuance
and delivery of the Warrants and the Shares.

          The  Company  shall  maintain,  at the office or agency of the Company
maintained  by the  Company,  books for the  registration  and  transfer  of the
Warrant.

9.  Reservation  of Shares.  The Company  will use its best efforts to amend its
Articles of Incorporation  to increase the number of authorized  Common Stock so
that the  Company  will be able to reserve  all shares  that may be  exercisable
under this Warrant. As soon as any shares of Common Stock become available to be
reserved for issuance under this Warrant (the Company agreeing to use all shares
of Common Stock that are no longer subject to the Series B Preferred Stock or 6%
Convertible Debentures upon any repurchase, termination, cancellation, amendment
or  modification  thereof)  and in any event  upon  approval  and filing of such
amendment to its Articles of Incorporation, the Company will immediately reserve

                                      -14-


<PAGE>



and keep  available,  free from preemptive  rights,  out of the aggregate of its
authorized  but unissued  Common Stock or its authorized and issued Common Stock
held in its  treasury,  solely for the  purpose of  enabling  it to satisfy  any
obligation to issue Shares upon exercise of this Warrant,  the maximum number of
shares of Common Stock which may then be  deliverable  upon the exercise of this
Warrant  and notify the  Holder in writing of such  reservation.  Except for the
issuance of 450,000  shares to John  Liviakis,  the Company will not reserve for
issuance  or issue any shares of Common  Stock to any person  (other  than under
outstanding  options,  warrants or convertible  securities for which shares have
already been reserved) until such time that it has reserved all shares of Common
Stock that may be exercised under this Warrant.

          The Company or, if appointed,  the transfer agent for the Common Stock
(the "Transfer Agent") and every subsequent transfer agent for any shares of the
Company's  capital  stock  issuable  upon the  exercise  of any of the rights of
purchase  aforesaid will be irrevocably  authorized and directed at all times to
reserve such number of authorized  shares as shall be required for such purpose.
The Company will keep a copy of this Warrant on file with the Transfer Agent and
with every  subsequent  transfer  agent for any shares of the Company's  capital
stock  issuable upon the exercise of the rights of purchase  represented by this
Warrant.  The Company will furnish such Transfer  Agent a copy of all notices of
adjustments and certificates  related thereto transmitted to the Holder pursuant
to Section 2.5 hereof.

          The  Company  covenants  that all  Shares  which  may be  issued  upon
exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of
preemptive rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof.

10. Obtaining Stock Exchange Listings. The Company will, from time to time, take
all actions  which may be necessary so that the Shares,  immediately  upon their
issuance  upon the  exercise of this  Warrant,  will be listed on the  principal
securities exchanges and markets within the United States of America, if any, on
which other shares of Common Stock are then listed; provided, however, that this
provision will not be construed to require registration of such Shares except as
otherwise  provided  in this  Agreement  and no listing  will be required to the
extent such listing  would violate  applicable  laws,  regulations  and exchange
regulations.

11.  Adjustment of Number of Shares Issuable and Exercise  Price.  The number of
Shares  issuable  upon the  exercise  of this  Warrant  and the Share  Price are
subject  to  adjustment  from time to time  upon the  occurrence  of the  events
enumerated  in Section 2. For  purposes of this  Warrant,  "Common  Stock" means
shares now or hereafter  authorized  of any class of common stock of the Company
and any  other  stock of the  Company,  however  designated,  that has the right
(subject  to any prior  rights of any  class or  series of  preferred  stock) to
participate in any distribution of the assets or earnings of the Company without
limit as to per share amount.


                                      -15-


<PAGE>



12.     Claw-Back Provisions.

     In the event that _______________________________ is unable or unwilling to
proceed,  or is not  proceeding  in  good  faith,  with  the  private  placement
contemplated  in the letter of intent dated December 23, 1999 (the "Term Sheet")
substantially  on the  terms  set forth  therein  for a minimum  amount of gross
proceeds of $15 million  other than as a result of (i) a material  breach by the
Company of its representations,  warranties, or covenants made to _______ in the
Commitment Letter dated December 30, 1999 and otherwise  complying with the Term
Sheet,  (ii) the failure of the Company to otherwise  proceed in good faith with
such  financing,  including  without  limitation  promptly  preparing  a private
placement  memorandum,  having its officers and directors meet with  prospective
investors,  making  its  facilities  and books  and  records  available  for due
diligence,  and  agreeing to issue  securities  having terms as set forth in the
Term Sheet,  (iii) a bankruptcy  proceeding is initiated by or commenced against
the  Company,  (iv) Dean  Leavitt  is no longer an officer  or  director  of the
Company,  (v) the Company does not increase its authorized  preferred and common
stock  within four months of the date hereof as  contemplated  hereby and by the
Term Sheet or (vi) the Company being unable to enter into  agreements to redeem,
convert,  modify, amend or retire within 60 days of the date hereof its Series B
Preferred  Stock  and 6%  Convertible  Debentures  upon  terms  satisfactory  to
______________________________, in its sole discretion,  (a "Forfeiture Event"),
then the Holder shall pay a break-up fee to the Company of $4,545,454, which may
be paid at the option of the Holder by  forfeiture of the right to purchase half
the maximum number of shares of Common Stock that the Holder may acquire and has
already  acquired  upon  exercise of all of its rights  under this  Warrant (the
Holder having the Option of forfeiting any combination of shares of Common Stock
already  purchased  upon  exercise  of a portion  of this  Warrant  or rights to
acquire shares of Common Stock under this Warrant),  provided that subsequent to
a  Forfeiture  Event the  maximum  amount of shares of Common  Stock that may be
purchased upon exercise of this Warrant together with all shares of Common Stock
already   purchased   under  this  Warrant   shall  not  exceed   6,818,182  (as
proportionately adjusted to reflect any changes to the Shares under Section 2 of
this Warrant).

13.  Descriptive  Headings and Governing  Law. The  descriptive  headings of the
several  paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant.  This Warrant shall be construed and enforced
in  accordance  with the laws of the  State of New York,  and the  rights of the
parties shall be governed by, the law of such State.

14.  Subsequent  Holders.  If this Warrant is subsequently held by more than one
Holder,  then each holder shall be responsible for their  proportionate share of
the  obligations  of the Holder  hereunder  and the terms of this Warrant  shall
apply proportionately to each such holder.



                                      -16-


<PAGE>



     IN WITNESS WHEREOF, this Warrant Agreement has been executed as of the 30th
day of December, 1999.

                                   U.S. WIRELESS DATA, INC.


                                   By:
                                       ---------------------------------------
                                   Its:
                                       ---------------------------------------



                                   [_____________________________]


                                   By:
                                       ---------------------------------------
                                   Its:
                                       ---------------------------------------









                                      -17-


<PAGE>


                                  PURCHASE FORM

                                                          Dated:          ,
                                                                ----------  ----

     The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing  Shares and hereby makes payment of $ in payment of the
exercise price thereof.





                              -------------------------------------------------


























                                      -18-