GENERAL SECURITY AGREEMENT

     SECURITY  AGREEMENT,  dated as of  December  30,  1999  (the  "Agreement"),
between US Wireless  Data,  Inc.,  a Colorado  corporation  with offices at 2200
Powell Street, Emeryville,  California 94603 (the "Debtor"), and ComVest Capital
Management LLC, a Delaware limited  liability  company with offices at 830 Third
Avenue, New York, New York 10022 (the "Secured Party");

                              W I T N E S S E T H:

     WHEREAS,  the  Debtor  and the  Secured  Party are  parties to an 8% senior
secured  promissory note issued by the Debtor in the aggregate  principal amount
of $195,000  (herein,  as at any time amended,  extended,  restated,  renewed or
modified, the "Note"); and

     WHEREAS, it is a condition to the willingness of the Secured Party to enter
into the Note and make the loan  evidenced  thereby  that the Debtor  enter into
this Agreement and grant to the Secured Party the security interest provided for
herein;

     NOW, THEREFORE, FOR VALUE RECEIVED, IT IS AGREED:

     Section 1. Terms.  Unless otherwise defined herein,  capitalized terms used
in this Agreement shall have the meaning specified therefor in the Note. As used
herein the following  terms shall have the meanings  specified and shall include
in the singular number the plural and in the plural number the singular:

     "Assigned  Agreement Interest" shall mean the profits,  proceeds,  or other
rights to payment of the Debtor under or from the performance,  assignment, sale
or disposition of all contracts and agreements of the Debtor.

     "Collateral"  means all of the  Debtor's  right,  title and interest in and
under or arising out of each and all of the following:

     All  personal   property  and  fixtures  of  the  Debtor  of  any  type  or
description, wherever located and now existing or hereafter arising or acquired,
including but not limited to the following:

     (i) all of the Debtor's goods including, without limitation:

          (a) all inventory,  including without  limitation,  equipment held for
lease, whether raw materials,  in process or finished, all material or equipment
usable in processing  the same and all documents of title covering any inventory
(all of the foregoing,  "Inventory"),  including without limitation that located
at the locations listed on Schedule I annexed hereto;

          (b) all equipment (the  "Equipment")  employed in connection  with the
Debtor's business,  together with all present and future additions,  attachments
and accessions thereto and all substitutions  therefor and replacements thereof,



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including without  limitation that located at the locations listed on Schedule 1
annexed hereto;

     (ii) all of the Debtor's present and future accounts,  accounts receivable,
general intangibles, contracts and contract rights (herein sometimes referred to
as  "Receivables"),  including but not limited to the Debtor's rights to payment
and the Assigned Agreement Interest, together with

          (a) all  claims,  rights,  powers or  privileges  and  remedies of the
Debtor relating thereto or arising in connection  therewith  including,  without
limitation,  all rights of the Debtor to make  determinations,  to exercise  any
election  (including,  but not limited to, election of remedies) or option or to
give or receive any notice,  consent,  waiver or  approval,  together  with full
power and authority to demand, receive,  enforce,  collect or receipt for any of
the  foregoing  or any property  which is the subject of the Assigned  Agreement
Interest,  to enforce or execute any checks,  or other instruments or orders, to
file any  claims  and to take any action  which (in the  opinion of the  Secured
Party) may be necessary or advisable in connection with any of the foregoing,

          (b) all liens,  security,  guaranties,  endorsements,  warranties  and
indemnities  and all  insurance  and claims for  insurance  relating  thereto or
arising in connection therewith,

          (c)  all  rights  to  property  forming  the  subject  matter  of  the
Receivables  including,  without  limitation,  rights to stoppage in transit and
rights to, returned or repossessed property,

          (d) all writings  relating thereto or arising in connection  therewith
including,  without  limitation,  all  notes,  contracts,  security  agreements,
guaranties,  chattel paper and other evidence of indebtedness  or security,  all
powers-of-attorney,  all books, records,  ledger cards and invoices,  all credit
information,  reports or memoranda and all evidence of filings or  registrations
relating thereto,

          (e) all  catalogs,  computer  and  automatic  machinery  software  and
programs,  and the like pertaining,  to operations by the Debtor in, on or about
any of its plants or warehouses,  all sales data and other information  relating
to sales or service of products now or hereafter manufactured on or about any of
its plants,  and all accounting  information  pertaining to operations in, on or
about  any of its  plants,  and  all  media  in  which  or on  which  any of the
information  or  knowledge  or data is stored  or  contained,  and all  computer
programs used for the  compilation or printout of such  information,  knowledge,
records or data, and

          (f) all  accounts,  contract  rights,  general  intangibles  and other
property  rights of any nature  whatsoever  arising out of or in connection with
the foregoing,  including  without  limitation,  payments due and to become due,
whether  as  part  of  the  Assigned   Agreement   Interest  or  as  repayments,
reimbursements, contractual obligations, indemnities, damages or otherwise;

     (iii) all of the Debtor's right,  title, and market in and to any shares of
capital stock of any subsidiary corporation  (collectively,  the "Subsidiaries")
and the  certificates  representing  any such shares,  together  with all goods,

                                       -2-

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Inventory,  Equipment,  Receivables,  and all  other  personal  property  of the
Subsidiaries;

     (iv) all patents, trademarks, trade secrets, copyrights, rights to hardware
or  software,  and any other  intellectual  property  rights of any  description
whatsoever, whether owned or licensed by the Debtor;

     (v) all other  personal  property  of the Debtor of any nature  whatsoever,
including,  without limitation,  all accounts, bank accounts,  deposits,  credit
balances,  contract rights,  inventory,  general intangibles,  goods, equipment,
instruments, chattel paper, machinery, furniture, furnishings,  fixtures, tools,
supplies,  appliances,  plans  and  drawings,  together  with all  customer  and
supplier  lists and records of the business,  and all property from time to time
described in any  financing  statement  (UCC-1)  signed by the Debtor naming the
Secured Party as secured party; and

     (vi) all items of collateral  hereafter  acquired,  credited or arising and
all additions, accessions,  replacements,  substitutions or improvements and all
products and proceeds including,  without limitation,  proceeds of insurance, of
any and all of the Collateral described in clauses (i) through (iv) above.

     "Instrument"  shall have the meaning  specified in Article 3 of the Uniform
Commercial  Code,  as in  effect  from time to time in the State of New York and
shall also include any other writing  which  evidences a right to the payment of
money and is not itself a security  agreement or lease and is of a type which is
in the ordinary  course of business  transferred  by delivery with any necessary
endorsement or assignment.

     "Lien" means any  mortgage,  pledge,  hypothecation,  assignment,  security
interest,  deposit arrangement,  encumbrance  (including any easement,  right of
way, zoning  restriction and the like), lien (statutory or other) or preference,
priority or other security agreement or preferential  arrangement of any kind or
nature  whatsoever  (including  any  conditional  sale or other title  retention
agreement,  any financing lease involving substantially the same economic effect
as any of the  foregoing  and the filing of any  financing  statement  under the
Uniform Commercial Code or comparable law of any jurisdiction).

     "Permitted Liens" means:

     (a) Liens for taxes,  assessments or other  governmental  charges or levies
not at the time  delinquent  or  thereafter  payable  without  penalty  or being
contested  in good  faith by  appropriate  proceedings  and for  which  adequate
reserves in accordance with generally accepted accounting  principles shall have
been set aside on its books;

     (b) Liens of carriers,  warehousemen,  mechanics, materialman and landlords
incurred  in the  ordinary  course of  business  for sums not  overdue  or being
contested  in good  faith by  appropriate  proceedings  and for  which  adequate
reserves shall have been set aside on its books;

                                       -3-

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     (c) Liens (other than Liens  arising under the Employee  Retirement  Income
Security Act of 1974, as amended, or Section 412(n) of the Internal Revenue Code
of 1986, as amended)  incurred in the ordinary  course of business in connection
with   workers'   compensation,   unemployment   insurance  or  other  forms  of
governmental  insurance  or  benefits,  or to  secure  performance  of  tenders,
statutory  obligations,  leases and  contracts  (other than for borrowed  money)
entered  into in the  ordinary  course of business or to secure  obligations  on
surety or appeal bonds;

     (d) judgment  Liens in existence  less than 30 days after the entry thereof
or with  respect  to which  execution  has been  stayed  or which do not  exceed
$100,000 in the aggregate;

     (e) ground leases in respect of real property on which  facilities owned or
leased by the Debtor or any of its subsidiaries are located;

     (f) easements, rights-of-way, restrictions, minor defects or irregularities
in title and other  similar  charges  or  encumbrances  not  interfering  in any
material respect with the business of the Debtor and its subsidiaries taken as a
whole;

     (g) any interest or title of a lessor secured by a lessor's  interest under
any lease of real property on which  facilities owned or leased by the Debtor or
any of its Subsidiaries are located;

     (h) leases or subleases  granted to others not  interfering in any material
respect with the business of the Debtor and its Subsidiaries taken as a whole;

     (i) a Lien on any asset securing indebtedness  (including capitalized lease
obligations) incurred or assumed for the purpose of financing the purchase price
(including  capitalized  lease  payments  in the nature  thereof) of such asset,
provided that such Lien attaches only to the asset acquired with the proceeds of
such  indebtedness  and  attaches  concurrently  with or  within  ten (10)  days
following the acquisition thereof; and

     (j) a Lien  existing  on the  date  hereof  but only to the  extent  and as
expressly disclosed in the schedule of Permitted Liens annexed to the Note.

     "Person"  means  any  natural  person,   corporation,   firm,  association,
partnership,  joint venture,  limited liability  company,  joint-stock  company,
trust,   unincorporated   organization,   government,   governmental  agency  or
subdivision, or any other entity, whether acting in an individual,  fiduciary or
other capacity.

     "Receivables"  has the  meaning  specified  therefor  in clause (ii) of the
definition of Collateral.

     "Secured  Obligations"  means all  obligations  of the Debtor,  whether for
fees,  expenses or  otherwise,  now  existing or  hereafter  arising  under this
Agreement and the Note.

     Section 2. Security Interests.  As security for the payment and performance
of all  Secured  Obligations  the  Debtor  does  hereby  grant and assign to the
Secured Party a continuing  security interest in all of the Collateral,  whether
now existing or hereafter arising or acquired and wherever  located,  subject to
the priority, if any, of Permitted Liens.

                                       -4-

<PAGE>



     Section 3. General  Representations.  Warranties and Covenants.  The Debtor
represents,  warrants  and  covenants,  which  representations,  warranties  and
covenants shall survive execution and delivery of this Agreement, as follows:

     (a) This Agreement is made with full recourse to the Debtor and pursuant to
and upon all the warranties,  representations,  covenants, and agreements on the
part of the Debtor contained  herein,  in the Note and otherwise made in writing
in connection herewith or therewith.

     (b) Except for the  security  interest of the Secured  Party  therein,  the
Debtor is, and as to Collateral acquired from time to time after the date hereof
the Debtor will be, the owner of all the Collateral free from any lien, security
interest,  encumbrance  or other right,  title or interest of any Person  (other
than  Permitted  Liens) and the Debtor shall defend the  Collateral  against all
claims and demands of all Persons at any time  claiming the same or any interest
therein adverse to the Secured Party (other than Permitted Liens).

     (c) There is no financing  statement (or similar statement or instrument of
registration  under the law of any  jurisdiction)  or any  assignment of patent,
trademark or copyright now on file or  registered in any public office  covering
any  interest  of any kind in the  Collateral,  or  intended  to cover  any such
interest,  which has not been  terminated or released by the secured party named
therein  and so long  as the  Note  remains  outstanding  or any of the  Secured
Obligations of the Debtor remain  unpaid,  the Debtor will not execute and there
will not be on file in any public  office any  financing  statement  (or similar
statement or instrument of registration  under the law of any  jurisdiction)  or
statements relating to the Collateral,  except (i) financing statements filed or
to be filed in respect of and  covering  the  security  interest  of the Secured
Party  hereby  granted and  provided for and (ii) as specified in Schedule 2 and
(iii) with respect to Permitted Liens.

     (d) The chief executive office and chief place of business of the Debtor is
located at the address of the Debtor  listed on the signature  page hereof,  and
the Debtor will not move its chief executive  office and chief place of business
except to such new location as the Debtor may establish in  accordance  with the
last  sentence of this Section  3(d).  The  originals of all Assigned  Agreement
Interest and all documents (as well as all  duplicates  thereof)  evidencing all
Receivables  and all other contract rights or accounts and other property of the
Debtor and the only original books of account and records of the Debtor relating
thereto are, and will continue to be, kept at such chief executive  office.  The
Debtor shall establish no such new location until (i) it shall have given to the
Secured Party not less than 30 days' prior written notice of its intention to do
so, clearly describing such new location and providing such other information in
connection  therewith as the Secured Party may reasonably request, and (ii) with
respect to such new location,  it shall have taken such action,  satisfactory to
the Secured Party (including, without limitation, all action required by Section
7 hereof),  to  maintain  the  security  interest  of the  Secured  Party in the
Receivables  intended  to be granted at all times  fully  perfected  and in full
force and effect.

                                       -5-

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     (e)  The  Debtor  has  no  Collateral  located  outside  of the  states  of
California and Colorado.

     (f) The name of the Debtor is as set forth on the signature page hereto and
the Debtor shall not change such name, conduct its business in any other name or
take title to the Collateral in any other name while this  Agreement  remains in
effect.  The Debtor has never had any name, or conducted business under any name
in any jurisdiction, other than its name set forth on the signature page hereto,
during the past six years other than as set forth in Schedule 2 annexed hereto.

     (g) At the Debtor's own expense,  the Debtor will: (i) without limiting the
provisions  of the Note,  keep the  Collateral  fully  insured at all times with
financially sound and responsible  insurance  carriers against loss or damage by
fire and other risks, casualties and contingencies and in such manner and to the
same extent that like  properties  are  customarily so insured by other entities
engaged in the same or similar  businesses  similarly situated and keep adequate
insurance  at all times  against  liability  on account of damage to persons and
properties and under all applicable workers'  compensation laws, by insurers and
in amounts  approved by the Secured Party, for the benefit of the Debtor and the
Secured  Party,  (ii) upon request by the Secured  Party,  promptly  deliver the
insurance policies or certificates  thereof to the Secured Party, and (iii) keep
the  Collateral in good  condition at all times (normal wear and tear  excepted)
and maintain  same in  accordance  with all  manufacturer's  specifications  and
requirements.  Upon any  failure  of the Debtor to comply  with its  obligations
pursuant to this Section 3(g), the Secured Party may at its option,  and without
affecting  any of its other rights or remedies  provided  herein or as a secured
party under the Uniform  Commercial  Code,  procure the insurance  protection it
deems  necessary  and/or  cause  repairs  or  modifications  to be  made  to the
Collateral  and the cost of either or both of which shall be a lien  against the
Collateral added to the amount of the indebtedness secured hereby and payable on
demand with interest at a rate per annum equal to 18%.

     (h) The Debtor hereby  assigns to the Secured Party all of Debtor's  right,
title and interest in and to any and all moneys which may become due and payable
with respect to the Collateral under any policy insuring the Collateral  (except
proceeds relating to tangible personal property which are applied to restoration
or replacement),  including return of unearned premium, and shall cause any such
insurance  company to make payment directly to the Secured Party for application
to amounts  outstanding  under the Note in accordance with the terms of the Note
and, to the extent not  provided  therein,  in such order as the  Secured  Party
shall determine.

     (i) The Debtor will not use the  Collateral  in violation of any statute or
ordinance or  applicable  insurance  policy and will  promptly pay all taxes and
assessments levied against the Collateral.

     (j) The Debtor will not sell,  transfer,  change the registration,  if any,
dispose  of,  attempt  to  dispose  of,  substantially  modify  or  abandon  the
Collateral  or any part  thereof  other than sales of  Inventory in the ordinary
course of business and the disposition of obsolete or worn-out  Equipment in the
ordinary course of business.

                                       -6-

<PAGE>



     (k) The  Debtor  will not assert  against  the  Secured  Party any claim or
defense  which the Debtor may have against any seller of the  Collateral  or any
part thereof or against any other Person with respect to the  Collateral  or any
part thereof.

     (l) The Debtor will  indemnify and hold the Secured Party harmless from and
against any loss, liability,  damage, costs and expenses whatsoever arising from
the Debtor's use,  operation,  ownership or possession of the  Collateral or any
part thereof.

     (m) The Debtor will maintain the  confidentiality of all customer lists and
not sell or otherwise dispose of such lists except that the Debtor shall deliver
copies  thereof to the Secured Party upon its request,  which may be made at any
time and from time to time after an Event of Default.

     (n) The Debtor will not enter into any agreement that is inconsistent  with
the Debtor's obligations under this Agreement, without the prior written consent
of the Secured Party.

     Section 4. Special Provisions  Concerning the Assigned Agreement  Interest.
The Debtor represents, warrants and agrees as follows:

     (a) The  Assigned  Agreement  Interest  constitutes  the  legal,  valid and
binding  obligations of the Debtor and, to the best of its knowledge,  the other
parties thereto, enforceable in accordance with their respective terms.

     (b) The Debtor will  faithfully  abide by,  perform and discharge  each and
every material obligation,  covenant and agreement to be performed by the Debtor
under the Assigned Agreement Interest.

     (c) The Debtor will not act or fail to act in a manner likely  (directly or
indirectly)  to entitle any party thereto to claim that the Debtor is in default
under the terms thereof.

     (d) The Debtor will not terminate or permit the termination of any Assigned
Agreement  Interest,  except in  accordance  with its  terms,  other than in the
ordinary  course of business or as it deems necessary or desirable in the normal
course of its business.

     (e) Without the prior written consent of the Secured Party, the Debtor will
not,  other  than in the  ordinary  course of  business,  waive or in any manner
release or discharge  any party to any Assigned  Agreement  Interest from any of
the material obligations,  covenants,  conditions and agreements to be performed
by it under such Assigned Agreement Interest including,  without limitation, the
obligation  to make all  payments  in the  manner  and at the  time  and  places
specified.

     (f) If the Secured  Party so requests  after the  occurrence of an Event of
Default  and,  if  prior  to  the  Maturity  Date,   acceleration  of  the  Note
("Acceleration"),  the Debtor  will hold any  payments  received by it which are
assigned and set over to the Secured  Party by this  Agreement for and on behalf
of the Secured Party and turn them promptly over to the Secured Party  forthwith
in the  same  form in which  they  are  received  (together  with any  necessary
endorsement) for application to amounts outstanding under the Note in accordance
with the terms of the Note and,  to the extent  not  provided  therein,  in such
order as the Secured Party shall determine.

                                       -7-

<PAGE>




     (g) The Debtor will appear in and defend every action or proceeding arising
under,  growing out of or in any manner  connected  with the Assigned  Agreement
Interest  or the  obligations,  duties  or  liabilities  of the  Debtor  and any
assignee thereunder.

     (h) Should the Debtor  fail to make any  payment or to do any act as herein
provided after 15 day's notice by the Secured Party,  the Secured Party may (but
without obligation on the Secured Party's part to do so and without notice to or
demand on the Debtor  and  without  releasing  the  Debtor  from any  obligation
hereunder)  make or do the same in such manner and to such extent as the Secured
Party may deem  necessary to protect the  security  interests  provided  hereby,
including specifically, without limiting the general powers, the right to appear
in and  defend  any  action or  proceeding  purporting  to affect  the  security
interests provided hereby and the Debtor, and the Secured Party may also perform
and discharge  each and every  obligation,  covenant and agreement of the Debtor
contained in any Assigned Agreement Interest and, in exercising any such powers,
pay necessary  costs and expenses,  employ  counsel and incur and pay reasonable
attorneys' fees.

     (i) Upon the  request of the  Secured  Party,  the Debtor  will send to the
Secured  Party copies of all notices,  documents  and other papers  furnished or
received by it with respect to any of the Assigned Agreement Interest.

     Section 5. Special Provisions Concerning Receivables.

     (a) As of the time when each Receivable  arises, the Debtor shall be deemed
to have warranted as to each such Receivable that such Receivable and all papers
and documents relating thereto are genuine and in all respects what they purport
to be, and that all papers and documents relating thereto:

          (i) will be  signed  by the  account  debtor  named  therein  (or such
account  debtor's duly authorized  agent) or otherwise be binding on the account
debtor;

          (ii) will represent the genuine,  legal,  valid and binding obligation
of the account debtor  evidencing  indebtedness  unpaid and owed by such account
debtor  arising  out of the  performance  of labor or  services  or the sale and
delivery of merchandise or both;

          (iii) to the extent  evidenced by writings,  will be the only original
writings  evidencing and embodying  such  obligation of the account debtor named
therein; and

          (iv)  will be in  compliance  and will  conform  with  all  applicable
federal,  state and local laws (including  applicable usury laws) and applicable
laws of any relevant foreign jurisdiction.


                                       -8-

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     (b) The Debtor will keep and  maintain at the Debtor's own cost and expense
satisfactory and complete records of the Receivables, including, but not limited
to,  records  of  all  payments  received,  all  credits  granted  thereon,  all
merchandise returned and all other dealings therewith,  and the Debtor will make
the same available to the Secured  Party,  at the Debtor's own cost and expense,
at any and all  reasonable  times upon demand of the Secured  Party.  The Debtor
shall, at the Debtor's own cost and expense, deliver the Receivables (including,
without limitation, all documents evidencing the Receivables) and such books and
records to the Secured  Party or to its  representatives  upon its demand at any
time after the  occurrence  of an Event of Default and, if prior to the Maturity
Date,  Acceleration.  If the Secured  Party shall so request,  the Debtor  shall
legend,  in form and manner  satisfactory to the Secured Party,  the Receivables
and other books, records and documents of the Debtor evidencing or pertaining to
the Receivables  with an appropriate  reference to the fact that the Receivables
have  been  assigned  to the  Secured  Party  and that the  Secured  Party has a
security interest therein.

     (c) Except in the ordinary  course of business prior to an Event of Default
and, if prior to the Maturity Date, Acceleration, the Debtor will not rescind or
cancel any  indebtedness  evidenced by any Receivable or modify any term thereof
or make any  adjustment  with respect  thereto,  or extend or renew the same, or
compromise  or settle any  dispute,  claim,  suit or legal  proceeding  relating
thereto,  or sell any Receivable or interest therein,  without the prior written
consent of the  Secured  Party,  except that the Debtor may grant  discounts  in
connection with the prepayment of any Receivable in an amount which is customary
in the line of business in which the Debtor is engaged and  consistent  with the
Debtor's past practices.

     (d)  The  Debtor  will  duly  fulfill  all  obligations  on its  part to be
fulfilled  under or in connection  with the  Receivables  and will do nothing to
impair the rights of the Secured Party in the Receivables.

     (e) The Debtor shall  endeavor to collect or cause to be collected from the
account debtor named in each  Receivable,  as and when due  (including,  without
limitation,  Receivables which are delinquent,  such Receivables to be collected
in accordance with generally accepted lawful collection  procedures) any and all
amounts owing under or on account of such Receivable, and credit forthwith (on a
daily  basis) upon  receipt  thereof all such amounts as are so collected to the
outstanding  balance  of such  Receivable.  The  costs and  expenses  (including
attorneys'  fees) of collection,  whether  incurred by the Debtor or the Secured
Party, shall be borne by the Debtor.

     (f) Upon request of the Secured Party, at any time when an Event of Default
and, if prior to the Maturity Date,  Acceleration  shall exist, the Debtor shall
promptly  notify (in  manner,  form and  substance  satisfactory  to the Secured
Party) all Persons who are at any time obligated  under any Receivable  that the
Secured  Party  possesses a security  interest in such  Receivable  and that all
payments in respect  thereof are to be made to such account as the Secured Party
directs.

     Section 6.  Special  Provisions  Concerning  Equipment.  The Debtor will do
nothing to impair the rights of the Secured Party in the  Equipment.  The Debtor
shall  cause  the  Equipment  to at all times  constitute  and  remain  personal
property.  The  Debtor  will  at all  times  keep  all  Equipment  insured  with
financially  responsible  insurance  companies in favor of the Secured Party, at
the  expense of the  Debtor,  against  such  perils  and in such  amounts as are
customary  for  Persons in the same  general  line of business as the Debtor and
operating in similar geographic  locations and markets. If the Debtor shall fail
to insure the Equipment to the Secured  Party's  satisfaction,  or if the Debtor


                                       -9-

<PAGE>



shall fail so to endorse and deposit all policies or  certificates  with respect
thereto,  the  Secured  Party  shall  have  the  right  (but  shall  be under no
obligation)  to procure such  insurance  and the Debtor  agrees to reimburse the
Secured Party for all costs and expenses of procuring such  insurance,  together
with  interest at a rate per annum equal to 18%. The Secured Party may apply any
proceeds  of such  insurance  when  received by it pursuant to the terms of this
Section 6 or  Section  3(h)  hereof  toward the  payment  of any of the  Secured
Obligations,  whether or not the same shall then be due. The Debtor  retains all
liability and  responsibility in connection with the Equipment and the liability
of the Debtor to pay the  Secured  Obligations  shall in no way be  affected  or
diminished  by reason of the fact that such  Equipment  may be lost,  destroyed,
stolen, damaged or for any reason whatsoever unavailable to the Debtor.

     Section 7. Financing Statements; Documentation; Stamp Taxes.

     (a)  The  Debtor  will,  at  its  own  expense,  make,  execute,   endorse,
acknowledge,  file and/or  deliver to the  Secured  Party from time to time such
lists, descriptions and designations of Inventory,  warehouse receipts, bills of
lading,  documents  of  title,  vouchers,  invoices,   schedules,   confirmatory
assignments, conveyances, financing statements, transfer endorsements, powers of
attorney,  certificates,  reports and other  assurances or instruments  and take
such  further  steps  relating to the  Collateral  and other  property or rights
covered by the security  interest hereby granted,  which the Secured Party deems
appropriate or advisable to perfect,  preserve or protect its security  interest
in  the  Collateral.  The  Debtor  hereby  constitutes  the  Secured  Party  its
attorney-in-fact  to  execute  and file in the name and on behalf of the  Debtor
such additional financing statements as the Secured Party may request, such acts
of such attorney being hereby ratified and confirmed;  such power, being coupled
with an interest, is irrevocable until the Secured Obligations are paid in full.
Further,  to the extent  permitted by applicable law, the Debtor  authorizes the
Secured Party to file any such financing statements without the signature of the
Debtor.  The Debtor will pay all applicable  filing fees and related expenses in
connection with any such financing statements.

     (b) The Debtor agrees to procure,  pay for,  affix to any and all documents
and cancel  any  documentary  tax stamps  required  by and in  accordance  with,
applicable law and the Debtor will indemnify and hold the Secured Party harmless
against any  liability  (including  interest and  penalties)  in respect of such
documentary stamp taxes.

     Section 8. Special Provisions  Concerning Remedies and Sale. In addition to
any rights and remedies now or hereafter granted under applicable law and not by
way of  limitation of any such rights and  remedies,  upon the  occurrence of an
Event of Default and, if prior to the Maturity Date,  Acceleration,  the Secured
Party  shall have all of the rights and  remedies  of a secured  party under the
Uniform Commercial Code as enacted in any applicable jurisdiction in addition to
the rights and remedies  provided herein, in the Note and in any other agreement
executed in connection  with the Note whereby the Debtor has granted any Lien to
the Secured Party. Without in any way limiting the foregoing, upon the giving of
notice to the Debtor of Secured  Party's  intent to pursue any one or all of the
following or any other remedies:

                                      -10-

<PAGE>




     (a)  Upon  the  occurrence  of an Event  of  Default  and,  if prior to the
Maturity Date, Acceleration,  the Secured Party shall have all of the rights and
remedies of a secured party under the Uniform  Commercial Code as enacted in any
applicable  jurisdiction in addition to the rights and remedies provided herein,
in the Note and any other  document  whereby  the Debtor has granted any Lien to
the Secured  Party.  The Secured  Party  shall have the right,  without  further
notice to, or assent by, the Debtor, in the name of the Debtor or in the name of
the Secured Party or otherwise:

          (i)  to  ask  for,  demand,  collect,   receive,   compound  and  give
acquittance for the Receivables or any part thereof;

          (ii) to extend the time of payment of,  compromise or settle for cash,
credit or otherwise, and upon any terms and conditions, any of the Receivables;

          (iii) to endorse the name of the Debtor on any checks, drafts or other
orders or  instruments  for the  payment of moneys  payable to the Debtor  which
shall be issued in respect of any Receivable;

          (iv) to  file  any  claims,  commence,  maintain  or  discontinue  any
actions,  suits or other  proceedings  deemed by the Secured Party  necessary or
advisable for the purpose of collecting or enforcing payment of any Receivable;

          (v) to make  test  verifications  of the  Receivables  or any  portion
thereof,

          (vi) to  notify  any or all  account  debtors  under any or all of the
Receivables  to make  payment  thereof  directly  to the  Secured  Party for the
account of the Secured Party and to require the Debtor to forthwith give similar
notice to the account debtors;

          (vii) to require the Debtor  forthwith  to account for and transmit to
the Secured Party in the same form as received all proceeds (other than physical
property) of  collection  of  Receivables  received by the Debtor and,  until so
transmitted,  to hold the same in trust for the Secured  Party and not commingle
such proceeds with any other funds of the Debtor;

          (viii) to take  possession  of any or all of the  Collateral  and, for
that purpose, to enter, with the aid and assistance of any Person or Persons and
with or without legal process,  any premises where the  Collateral,  or any part
thereof,  are,  or may  be,  placed  or  assembled,  and to  remove  any of such
Collateral;

          (ix) to execute any instrument  and do all other things  necessary and
proper to protect and  preserve and realize  upon the  Collateral  and the other
rights contemplated hereby;

          (x) upon notice to such effect,  to require the Debtor to deliver,  at
the Debtor's  expense,  any or all  Collateral  to the Secured  Party at a place
designated by the Secured Party; and


                                      -11-

<PAGE>



          (xi) without  obligation to resort to other security,  at any time and
from  time to time,  to sell,  re-sell,  assign  and  deliver  all or any of the
Collateral,  in one or more  parcels  at the same or  different  times,  and all
right,  title and  interest,  claim and demand  therein and right of  redemption
thereof,  at  public  or  private  sale,  for cash,  upon  credit or for  future
delivery, and at such price or prices and on such terms as the Secured Party may
determine,  with the  amounts  realized  from any such sale to be applied to the
Secured Obligations in the manner determined by the Secured Party.

     The Debtor hereby agrees that all of the foregoing may be effected  without
demand,  advertisement or notice (except as otherwise  provided herein or as may
be required by law),  all of which  (except as  otherwise  provided)  are hereby
expressly waived, to the extent permitted by law. The Secured Party shall not be
obligated to do any of the acts  hereinabove  authorized,  but in the event that
the Secured  Party  elects to do any such act,  the  Secured  Party shall not be
responsible to the Debtor except for its gross negligence or willful misconduct.

     (b) The Secured Party may take legal  proceedings  for the appointment of a
receiver or receivers  (to which the Secured Party shall be entitled as a matter
of right) to take possession of the Collateral pending the sale thereof pursuant
either to the powers of sale granted by this  Agreement or to a judgment,  order
or decree made in any judicial  proceeding for the  foreclosure or involving the
enforcement  of this  Agreement.  If,  after the  exercise of any or all of such
rights and remedies,  any of the Secured  Obligations  shall remain unpaid,  the
Debtor shall remain liable for any deficiency. After the indefeasible payment in
full of the Secured Obligations, any proceeds of the Collateral received or held
by the Secured Party shall be turned over to the Debtor and the Collateral shall
be reassigned to the Debtor by the Secured Party without recourse to the Secured
Party and without any representations, warranties or agreements of any kind.

     (c) Upon any sale of any of the Collateral, whether made under the power of
sale hereby given or under judgment,  order or decree in any judicial proceeding
for the foreclosure or involving the enforcement of this Agreement:

          (i) the Secured Party may, to the extent permitted by law, bid for and
purchase the property being sold, and upon compliance with the terms of sale may
hold,  retain and possess and dispose of such property in its own absolute right
without further accountability,  and may, in paying the purchase money therefor,
deliver  any Note or claims  for  interest  thereon  and any  other  instruments
evidencing  the Secured  Obligations  or agree to the  satisfaction  of all or a
portion  of the  Secured  Obligations  in lieu of cash in  payment of the amount
which shall be payable thereon,  and the Note and such instruments,  in case the
amounts so payable  thereon shall be less than the amount due thereon,  shall be
returned to the Secured Party after being appropriately  stamped to show partial
payment;

          (ii) the  Secured  Party  may make and  deliver  to the  purchaser  or
purchasers a good and sufficient deed, bill of sale and instrument of assignment
and transfer of the property sold;

          (iii) the Secured Party is hereby  irrevocably  appointed the true and
lawful  attorney-in-fact  of the  Debtor  in its  name  and  stead,  to make all
necessary deeds, bills of sale and instruments of assignment and transfer of the
property thus sold and for such other  purposes as are necessary or desirable to
effectuate the provisions  (including,  without  limitation,  this Section 8) of

                                      -12-

<PAGE>



this  Agreement,  and for that purpose it may execute and deliver all  necessary
deeds,  bills  of sale and  instruments  of  assignment  and  transfer,  and may
substitute one or more Persons with like power,  the Debtor hereby ratifying and
confirming all that its said attorney, or such substitute or substitutes,  shall
lawfully do by virtue hereof; but if so requested by the Secured Party or by any
purchaser,  the Debtor  shall  ratify and  confirm  any such sale or transfer by
executing and delivering to the Secured Party or to such purchaser all property,
deeds, bills of sale, instruments or assignment and transfer and releases as may
be designated in any such request;

          (iv) all right, title, interest,  claim and demand whatsoever,  either
at law or in equity or  otherwise,  of the Debtor of, in and to the  property so
sold shall be  divested;  such sale shall be a perpetual  bar both at law and in
equity against the Debtor,  its successors and assigns,  and against any and all
Persons  claiming or who may claim the property  sold or any part thereof  from,
through or under the Debtor, its successors or assigns;

          (v) the receipt of the Secured Party or of the officer  thereof making
such sale shall be a sufficient discharge to the purchaser or purchasers at such
sale for his or their purchase money, and such purchaser or purchasers,  and his
or their  assigns or  personal  representatives,  shall not,  after  paying such
purchase  money and  receiving  such  receipt  of the  Secured  Party or of such
officer therefor, be obliged to see to the application of such purchase money or
be in any  way  answerable  for  any  loss,  misapplication  or  non-application
thereof;  and (vi) to the extent that it may  lawfully do so, and subject to any
legal  requirement  that the  Secured  Party  act in a  commercially  reasonable
manner, the Debtor agrees that it will not at any time insist upon, or plead, or
in any  manner  whatsoever  claim or take  the  benefit  or  advantage  of,  any
appraisement,  valuation,  stay,  extension  or  redemption  laws,  or  any  law
permitting  it to direct the order in which the  Collateral  or any part thereof
shall be sold, now or at any time hereafter in force,  which may delay,  prevent
or otherwise  affect the performance or enforcement of this Agreement,  the Note
or any other  agreement  executed in connection with the Note whereby the Debtor
has granted  any Lien to the  Secured  Party,  and the Debtor  hereby  expressly
waives all benefit or advantage of any such laws and covenants  that it will not
hinder,  delay or impede the  execution of any power granted or delegated to the
Secured  Party in this  Agreement,  but will suffer and permit the  execution of
every such power as though no such laws were in force.  In the event of any sale
of  Collateral  pursuant to this Section,  the Secured Party shall,  at least 10
days before such sale,  give the Debtor  written,  telecopied or telex notice of
its intention to sell.

     Section 9.  Application of Moneys.

     (a) Except as otherwise  provided  herein or in the Note,  all moneys which
the Secured Party shall receive, in accordance with the provisions hereof, shall
be applied  (to the extent  thereof)  in the  following  manner:  First,  to the
payment of all costs and expenses  reasonably  incurred in  connection  with the
administration and enforcement of, or the preservation of any rights under, this
Agreement or any of the  reasonable  expenses and  disbursements  of the Secured
Party (including,  without limitation, the fees and disbursements of its counsel
and agents);  Second, to the payment of all Secured  Obligations  arising out of
the Note in accordance with the terms of the Note and, if not therein  provided,
in such order as the Secured Party may determine;  and Third,  to the payment of
all other Secured Obligations in such order as the Secured Party may determine.

                                      -13-

<PAGE>




     (b) If after  applying any amounts  which the Secured Party has received in
respect of the Collateral  any of the Secured  Obligations  remain  unpaid,  the
Debtor shall continue to be liable for any deficiency, together with interest.

     Section 10. Fees and Expenses, etc. Any and all fees, costs and expenses of
whatever kind or nature,  including but not limited to the reasonable attorneys'
fees and legal  expenses  incurred by the Secured Party in  connection  with the
collection,  administration  or enforcement of its rights under this  Agreement,
the filing or  recording of any  documents  (including  all taxes in  connection
therewith)  in public  offices,  the payment or discharge of any taxes,  counsel
fees,  maintenance  fees,  fees and other costs relating to the  encumbrances or
otherwise protecting, maintaining, preserving the Collateral, or in defending or
prosecuting  any  actions  or  proceedings  arising  out  of or  related  to the
Collateral,  shall be borne  and paid by the  Debtor  on  written  demand by the
Secured  Party and until so paid shall be added to the  principal  amount of the
Secured Obligations and shall bear interest at a rate per annum equal to 18%. In
addition, the Debtor will pay, and indemnify and hold the Secured Party harmless
from  and  against,  any  and  all  liabilities,  obligations,  losses,  damages
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature  whatsoever  with respect to the Collateral,  including  (without
limitation)  claims of patent or trademark  infringement and any claim of unfair
competition or anti-trust violation.

     Section 11. Miscellaneous.

     (a) All notices,  communications  and  distributions  hereunder shall be in
writing  (including  telecopied  communication)  and mailed by  certified  mail,
telecopied,  personally  delivered  or  delivered  by  Federal  Express or other
reputable  overnight  courier  service,  if to the Debtor addressed to it at its
address  set forth  opposite  its  signature  below,  if to the  Secured  Party,
addressed to it at its address set forth opposite its signature  below, or as to
either  party at such other  address as shall be  designated  by such party in a
written  notice to such other party  complying as to delivery  with the terms of
this Section.  All such notices and other  communications shall be effective (i)
if mailed by certified  mail,  three days after the date of deposit thereof with
the U.S.  Postal  Service,  properly  addressed  with postage  prepaid,  (ii) if
telecopied,  upon receipt by the addressee,  (iii) if personally delivered, upon
such  delivery  and (iv) if  delivered  by  overnight  courier  service,  on the
business day  following  delivery  thereof to such  courier  service in time for
next-business-day delivery.

     (b) No delay  on the part of the  Secured  Party in  exercising  any of its
rights, remedies,  powers and privileges hereunder or partial or single exercise
thereof,  shall constitute a waiver thereof. None of the terms and conditions of
this  Agreement  may be  changed,  waived,  modified  or  varied  in any  manner
whatsoever unless in writing duly signed by the Debtor and the Secured Party. No
notice to or demand on the  Debtor in any case shall  entitle  the Debtor to any
other  or  further  notice  or  demand  in  similar  or other  circumstances  or
constitute  a waiver of any of the rights of the  Secured  Party to any other or
further action in any circumstances without notice or demand.

                                      -14-

<PAGE>



     (c) The obligations of the Debtor  hereunder shall remain in full force and
effect  without  regard to, and shall not be  impaired  by, (i) any  bankruptcy,
insolvency, reorganization,  arrangement, readjustment, composition, liquidation
or the like of the Debtor; (ii) any exercise or non-exercise,  or any waiver of,
any right,  remedy,  power or  privilege  under or in respect of the Note,  this
Agreement or any other  agreement  executed in connection  with the Note whereby
the Debtor has  granted  any Lien to the  Secured  Party or any other  agreement
executed in connection with any of the foregoing, the Secured Obligations or any
security  for any of the  Secured  Obligations;  or (iii)  any  amendment  to or
modification  of any of the  foregoing;  whether  or not the  Debtor  shall have
notice or  knowledge  of any of the  foregoing.  The rights and  remedies of the
Secured Party herein  provided are cumulative and not exclusive of any rights or
remedies which the Secured Party would otherwise have.

     (d) This Agreement  shall be binding upon the Debtor and its successors and
assigns and shall inure to the benefit of the Secured  Party and its  successors
and  assigns,  except  that the  Debtor  may not  transfer  or assign any of its
obligations,  rights or interest  hereunder without the prior written consent of
the Secured Party and any such purported assignment by the Debtor shall be void.
All  agreements,  representations  and warranties  made herein shall survive the
execution and delivery of this Agreement.

     (e) The descriptive  headings of the several sections of this Agreement are
inserted  for  convenience  only and shall not in any way affect the  meaning or
construction of any provision of this Agreement.

     (f) Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     (g) All  rights,  remedies  and powers  provided by this  Agreement  may be
exercised  only to the extent  that the  exercise  thereof  does not violate any
applicable  provision  of law,  and the  provisions  hereof are  intended  to be
subject to all  applicable  mandatory  provisions of law that may be controlling
and to be  limited  to the extent  necessary  so that they will not render  this
Agreement  invalid,  unenforceable  in  whole or in part or not  entitled  to be
recorded, registered or filed under the provisions of any applicable law.

     (h) This Agreement and the rights and obligations of the parties  hereunder
shall be construed in  accordance  with and be governed by the laws of the State
of New York except to the extent that matters of title, or creation,  perfection
and priority of the security  interests  created hereby, or procedural issues of
foreclosure  are  required  to be governed by the laws of the state in which the
Collateral,   or  part  thereof,  is  located.   EACH  PARTY  HERETO  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION BASED ON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION  WITH,  THIS AGREEMENT,  THE NOTE OR ANY
FINANCING  DOCUMENT,  OR ANY COURSE OF CONDUCT,  COURSE OF  DEALING,  STATEMENTS

                                      -15-

<PAGE>


(WHETHER  ORAL OR  WRITTEN) OR ACTIONS OF ANY SUCH PARTY.  THIS  PROVISION  IS A
MATERIAL INDUCEMENT FOR THE SECURED PARTY'S ENTERING INTO THIS AGREEMENT.

     (i) It is expressly  agreed,  anything herein,  in the Note or in any other
agreement or  instrument  executed in  connection  with the Note to the contrary
notwithstanding,  that the Debtor  shall  remain  liable to  perform  all of the
obligations,  if any,  assumed  by it with  respect  to the  Collateral  and the
Secured Party shall not have any obligations or liabilities  with respect to any
Collateral by reason of or arising out of this Agreement,  nor shall the Secured
Party be  required or  obligated  in any manner to perform or fulfill any of the
obligations  of the  Debtor  under  or  pursuant  to any  or in  respect  of any
Collateral.

     (j) This Agreement may be executed in any number of counterparts and by the
different  parties  hereto  on  separate  counterparts,  each of  which  when so
executed and delivered shall be an original, but all of which counterparts taken
together shall be deemed to constitute one and the same instrument.















                                      -16-

<PAGE>




     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and  delivered by their duly  authorized  officers as of the date first
above written.


                                   US WIRELESS DATA, INC., as Debtor


                                   By:
                                      ----------------------------------------
                                   Name:
                                        --------------------------------------
                                   Title:
                                         -------------------------------------


                                   COMVEST CAPITAL MANAGEMENT
                                   LLC, as Secured Party


                                   By:
                                      ----------------------------------------
                                   Name:
                                        --------------------------------------
                                   Title:
                                         -------------------------------------













                                      -17-

<PAGE>



                                                                      Schedule 1

             LOCATION OF CERTAIN INVENTORY AND EQUIPMENT COLLATERAL


          Current place(s) of business of the Debtor:


          Intellectual Property Registrations




<PAGE>





                                                                      Schedule 2


                          EXISTING FINANCING STATEMENTS


                              Number of   Description    Amount of
   Date of     Indebtedness   Financing    Financing      Location
Secured Party   Statement     Statement      Filed       Collateral  Of Secured
-------------  -------------  ----------- -----------    ----------  ----------






              OTHER NAMES UNDER WHICH DEBTOR HAS CONDUCTED BUSINESS