THIS  NOTE AND THE  UNDERLYING  SECURITIES  HAS  BEEN  ACQUIRED  FOR  INVESTMENT
PURPOSES  ONLY AND MAY NOT BE  TRANSFERRED  UNTIL (i) A  REGISTRATION  STATEMENT
UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT")  SHALL HAVE BECOME
EFFECTIVE  WITH RESPECT  THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF
COUNSEL  REASONABLY  SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION
UNDER THE ACT IS NOT REQUIRED IN CONNECTION  WITH SUCH PROPOSED  TRANSFER NOR IS
IN VIOLATION  OF ANY  APPLICABLE  STATE  SECURITIES  LAWS.  THIS LEGEND SHALL BE
ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.

                             US WIRELESS DATA, INC.

                        8% Senior Secured Promissory Note
                           $_______ December 30, 1999

$_______                                                       December 30, 1999

     FOR VALUE RECEIVED,  US Wireless Data,  Inc., a Colorado State  corporation
(the  "Company")  with its  principal  executive  office at 2200 Powell  Street,
Emeryville, CA 94603 promises to pay to the order of  __________________________
(the    "Payee")   or    registered    assigns   the    principal    amount   of
_____________________________ ($_______) Dollars (the "Principal Amount") on the
Maturity  Date.  The  Maturity  Date shall mean the  earliest of (i) the date on
which a Change in Control occurs;  (ii) the date on which any Placement  occurs;
or (iii)  December  30,  2000.  "Change in  Control"  shall mean (a) a merger or
combination  of the  Company,  (b) the sale of all or  substantially  all of the
assets  of the  Company,  or (c) the  purchase  by a single  entity  or group as
defined  in  Section  13 of the  Securities  Act of 1933 of more than 50% of the
voting stock of the Company in a single transaction or a series of transactions.
A "Placement" shall mean the closing of either debt or equity financing in which
the  Company  receives  at least  five  million  dollars  ($5,000,000)  in gross
proceeds in any transaction or series of transactions  after the date hereof but
excluding amounts received pursuant to the Commitment Letter (as defined below).
The Principal Amount, accrued interest and any other amounts due under this note
("Note") are payable in such coin or currency of the United States of America as
at the time of  payment  shall be legal  tender  for the  payment  of public and
private debts,  except that in the event Commonwealth elects not to proceed with
the Private  Placement (as defined  below),  then the Company may elect to repay
this Note in Common Stock at the Conversion Price.  "Conversion  Price" means an
amount  equal to the average  closing bid price of the shares of Common Stock on
the  National  Association  of  Securities  Dealers,  Inc.  Bulletin  Board (the
"Bulletin  Board"),  for the ten  (10)  trading  days  prior  to the date of any
conversion.  Interest  on  this  Note  shall  accrue  on  the  Principal  Amount
outstanding  from time to time at a rate per annum  computed in accordance  with
Section 4 hereof.

                                       -1-


<PAGE>




     Each  payment by the Company  pursuant  to this Note shall be made  without
set-off or counterclaim and in immediately available funds.

     The Company (i) waives presentment,  demand,  protest or notice of any kind
in  connection  with  this  Note and (ii)  agrees,  in the  event of an Event of
Default (as defined  below),  to pay to the holder of this Note, on demand,  all
costs and expenses (including reasonable legal fees) incurred in connection with
the enforcement and collection of this Note.

     This Note is secured by a General Security  Agreement dated the date hereof
(the "Security Agreement") of the Company in favor of the Payee covering certain
collateral (the "Collateral"),  all as more particularly  described and provided
therein,  and is entitled to the benefits thereof.  The Security Agreement,  the
Uniform  Commercial  Code financing  statements in connection  with the Security
Agreement,  and the  Assignment  of  Patents  and any  and all  other  documents
executed  and  delivered  by the  Company to the Payee  under which the Payee is
granted  liens on assets of the  Company  are  collectively  referred  to as the
"Security Documents."

     This Note is being issued  pursuant to a letter dated  December 30, 1999 by
and between the Company  and the Payee (the  "Commitment  Letter"),  pursuant to
which,  as  provided  in the  Commitment  Letter  the  Holder has agreed to make
available  to the Company up to  $1,000,000  of bridge  financing  (the  "Bridge
Financing").  Capitalized  terms  used but not  defined  herein  shall  have the
meaning ascribed to such terms in the Commitment Letter.

     4.  Conversion  Into Private  Placement  Units.  During the period that the
Principal  Amount  of  this  Note is  outstanding,  if in the  proposed  private
placement  (the  "Private   Placement")  of  the  Company's  securities  through
Commonwealth Associates L.P. ("Commonwealth"),  as contemplated by the Letter of
Intent dated December 23, 1999 by and between the Company and Commonwealth  (the
"Term  Sheet"),  the Company  completes a closing of a minimum of  $2,500,000 of
gross proceeds through  Commonwealth of units (the "Private  Placement  Units"),
the  holders  of this Note and of all other  notes  issued by the  Company  (the
"Other  Notes"),  in the Bridge  Financing as  contemplated  by the Term Sheet),
shall,  at their sole option,  be entitled to convert all or any portion of this
Note or the other Notes into the Private  Placement Units on the identical terms
and  conditions  as  investors  in the Private  Placement  purchase  the Private
Placement Units. In the event of such election,  all amounts due under this Note
and the Other Notes sold in the Bridge  Financing so converted  into the Private
Placement  Units  shall be  counted  as part of the  proceeds  raised in Private
Placement.

     5. The Bridge Warrants.  In consideration for the $195,000 loan represented
by this Note and the  Commitment to lend up to another  $805,000 as set forth in
the Commitment Letter, the Company shall issue to the Payee  simultaneously with
the  Payee's  execution  of this  Note a seven  (7)  year  warrant  to  purchase
13,636,363  shares of Common Stock,  at an exercise price of $.01 per share upon
the  terms  and  subject  to the  limitations  contained  therein  (the  "Bridge
Warrant")  and  shall  execute  and  deliver  to  payee  that  certain  Economic
Participation  Agreement  dated December 30, 1999 (the  "Economic  Participation
Agreement").

                                       -2-


<PAGE>




     6. Prepayment. This Note may be prepaid without penalty in whole or in part
at any time.

     7. Computation of Interest.

          A. Base Interest Rate.  Subject to  subsections  4B and 4C below,  the
outstanding  Principal  Amount  shall  bear  interest  at the rate of eight (8%)
percent per annum.

          B.  Penalty  Interest.  In the  event  the Note is not  repaid  on the
Maturity Date, the rate of interest  applicable to the unpaid  Principal  Amount
shall be adjusted to thirteen  (13%)  percent per annum from the date of default
until repayment;  provided,  that in no event shall the interest rate exceed the
Maximum Rate provided in Section 4C below.

          C. Maximum Rate. In the event that it is determined  that New York law
is not applicable to the  indebtedness  evidenced by this Note or that under New
York law ("Applicable  Usury Laws"),  the interest,  charges and fees payable by
the Company in connection  herewith or in connection  with any other document or
instrument  executed and  delivered in connection  herewith  cause the effective
interest rate  applicable to the  indebtedness  evidenced by this Note to exceed
the maximum rate allowed by law (the "Maximum  Rate"),  then such interest shall
be recalculated  for the period in question and any excess over the Maximum Rate
paid with respect to such period shall be credited, without further agreement or
notice, to the Principal Amount outstanding  hereunder to reduce said balance by
such  amount  with  the  same  force  and  effect  as  though  the  Company  had
specifically  designated  such extra sums to be so applied to principal  and the
Payee had agreed to accept such extra  payment(s) as a premium-free  prepayment.
All such deemed prepayments shall be applied to the principal balance payable at
maturity.

     8. Covenants of Company.

          A. Affirmative  Covenants.  The Company  covenants and agrees that, so
long as this Note shall be  outstanding,  it will  perform the  obligations  set
forth in this Section 5A:

               (i) Taxes and Levies. The Company will promptly pay and discharge
all taxes,  assessments,  and  governmental  charges or levies  imposed upon the
Company or upon its income and profits, or upon any of its property,  before the
same shall become  delinquent,  as well as all claims for labor,  materials  and
supplies which, if unpaid, might become a lien or charge upon such properties or
any part thereof;  provided, however , that the Company shall not be required to
pay and discharge any such tax, assessment, charge, levy or claim so long as the
validity thereof shall be contested in good faith by appropriate proceedings and
the Company shall set aside on its books  adequate  reserves in accordance  with
generally accepted accounting  principles ("GAAP") with respect to any such tax,
assessment, charge, levy or claim so contested;

                                       -3-


<PAGE>



               (ii) Maintenance of Existence. The Company will do or cause to be
done all things  reasonably  necessary  to  preserve  and keep in full force and
effect its corporate  existence,  rights and franchises and comply with all laws
applicable  to the Company,  except where the failure to comply would not have a
material adverse effect on the Company;

               (iii)  Maintenance  of  Property.  The Company  will at all times
maintain,  preserve, protect and keep its property used or useful in the conduct
of its business in good repair,  working order and  condition,  and from time to
time  make  all  needful  and  proper  repairs,   renewals,   replacements   and
improvements  thereto  as shall be  reasonably  required  in the  conduct of its
business;

               (iv) Insurance. The Company will, to the extent necessary for the
operation  of  its  business,  keep  adequately  insured  by  financially  sound
reputable  insurers,  all  property  of a character  usually  insured by similar
corporations  and carry such other  insurance  as is usually  carried by similar
corporations;

               (v) Books and  Records.  The Company  will at all times keep true
and correct books,  records and accounts  reflecting all of its business affairs
and  transactions  in accordance with GAAP. Such books and records shall be open
at reasonable times and upon reasonable notice to the inspection of the Payee or
its agents; and

               (vi)  Notice of Certain  Events.  The  Company  will give  prompt
written notice (with a description in reasonable detail) to the Payee of:

                    (a) the  occurrence  of any  Event of  Default  or any event
which, with the giving of notice or the lapse of time, would constitute an Event
of Default; and

                    (b) the delivery of any notice effecting the acceleration of
any   indebtedness   which  singly  or  together  with  any  other   accelerated
indebtedness exceeds $100,000.

          B. Negative Covenants.  The Company covenants and agrees that, so long
as this Note shall be outstanding,  it will perform the obligations set forth in
this Section 5B:

               (i) Liquidation,  Dissolution.  The Company will not liquidate or
dissolve,  consolidate  with, or merge into or with,  any other  corporation  or
other entity,  except that any  wholly-owned  subsidiary  may merge with another
wholly-owned  subsidiary  or with the  Company  (so long as the  Company  is the
surviving corporation and no Event of Default shall occur as a result thereof);

               (ii) Sales of Assets. The Company will not sell, transfer,  lease
or otherwise dispose of, or grant options, warrants or other rights with respect
to,  all or a  substantial  part of its  properties  or assets to any  person or
entity,  provided that this clause (ii) shall not restrict any disposition  made
in the ordinary course of business and consisting of:


                                       -4-


<PAGE>



                    (a) capital  goods which are  obsolete or have no  remaining
useful life;

                    (b) finished goods inventories; and

                    (c) remaining credit card processing portfolios.

               (iii) Redemptions.  The Company will not redeem or repurchase any
outstanding  equity  and/or  debt  securities  of the  Company,  except  for (a)
repurchases  of  unvested  or  restricted  shares of  Common  Stock at cost from
employees,  consultants  or  members  of the  Board  of  Directors  pursuant  to
repurchase  options of the Company (1)  currently  outstanding  or (2) hereafter
entered into pursuant to a stock option plan or  restricted  stock plan approved
by the  Company's  Board of  Directors  or (b)  rescission  offers  necessary or
appropriate to address violations of applicable securities laws;

               (iv)  Indebtedness.  Other  than (i) the  Other  Notes,  and (ii)
indebtedness  of the Company  existing on the date of this Note as  disclosed in
the Company's  Report on Form 10- QSB for the quarter ended  September 30, 1999,
the  Company  will  hereafter  not  create,  incur,  assume  or suffer to exist,
contingently or otherwise,  any  indebtedness  except that the Company may incur
indebtedness that is expressly  subordinate in all respects to this Note and the
Other Notes or additional  unsecured  trade debt incurred in the ordinary course
of  business  in an amount  not to  exceed  $400,000  per  month for the  period
commencing  on October 1, 1999 and ending on March 31, 2000 and in an  unlimited
amount thereafter;

               (v)  Negative  Pledge.  Other than (i) with  respect to the Other
Notes, and (ii) Liens existing on the date of this Note and expressly  described
in the Security Agreement,  the Company will not hereafter create, incur, assume
or suffer to exist any mortgage,  pledge,  hypothecation,  assignment,  security
interest,  encumbrance, lien (statutory or other), preference, priority or other
security agreement or preferential  arrangement of any kind or nature whatsoever
(including  any  conditional  sale or other title  retention  agreement  and any
financing lease) (each, a "Lien") upon any of its property,  revenues or assets,
whether now owned or hereafter acquired, except:

                    (a) Liens granted to secure indebtedness incurred to finance
the acquisition  (whether by purchase or capitalized  lease) of tangible assets,
but only on the assets acquired with the proceeds of such indebtedness;

                    (b)  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 GAAP shall have been set aside on its
books;

                    (c) 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  in  accordance  with GAAP  shall  have been set aside on its
books;

                                       -5-


<PAGE>




                    (d) 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; and

                    (e) judgment  Liens in existence less than 30 days after the
entry  thereof or with respect to which  execution  has been stayed in an amount
not to exceed $100,000 singly or in the aggregate.

               (vi) Investments.  The Company will not purchase,  own, invest in
or otherwise acquire,  directly or indirectly,  any stock or other securities or
make or permit to exist any  investment or capital  contribution  or acquire any
interest  whatsoever  in any other person or entity or permit to exist any loans
or advances for such purposes  except for  investments in direct  obligations of
the United States of America or any agency  thereof,  obligations  guaranteed by
the United States of America,  certificates  of deposit or other  obligations of
any bank or trust company  organized  under the laws of the United States or any
state  thereof  and having  capital and  surplus of at least  $500,000,000;  and
deposit  accounts  maintained  by the  Company  at Union Bank of  California  or
another  bank having  equivalent  capital  and  surplus to such bank;  provided,
however,  that nothing  contained in this clause (vi) shall preclude the Company
from making acquisitions,  organizing subsidiaries, entering into joint ventures
or other business arrangements for the purpose of expanding its business.

               (vii)  Transactions  with Affiliates.  The Company will not enter
into any transaction,  including,  without limitation, the purchase, sale, lease
or exchange of property, real or personal, the purchase or sale of any security,
the borrowing or lending of any money, or the rendering of any service, with any
person or entity affiliated with the Company (including officers,  directors and
shareholders  owning  five (5%)  percent  or more of the  Company's  outstanding
capital stock),  except in the ordinary course of and pursuant to the reasonable
requirements  of its  business  and upon  fair  and  reasonable  terms  not less
favorable than would be obtained in a comparable  arms-length  transaction  with
any other  person or entity  not  affiliated  with the  Company  and,  where the
transaction is valued at in excess of $100,000 with the prior written consent of
the Payee.  Nothing  herein shall  prevent the Company  from issuing  options to
Affiliates,  issuing  Liviakis up to 450,000 shares of Common Stock or renewing,
after March 15, 1999, the existing Consulting  Agreement with Liviakis Financial
Communications, Inc. provided that a majority of disinterested directors approve
each such transaction.

               (viii)  Dividends.  The Company  will not declare or pay any cash
dividends or distributions on its outstanding capital stock.

               (ix) Issuance of Securities. Prior to March 31, 2000, the Company
will not,  without the prior written consent of the Payee,  issue any securities
of the Company  other than (i) as provided or disclosed in the Term Sheet,  (ii)
pursuant to the exercise or conversion of securities  outstanding as of the date
hereof,  (iii) up to 15,000,000 of shares  underlying  options granted after the
date  hereof and (iv) up to 450,000  shares of Common  Stock to be issued to Mr.
Liviakis.

                                       -6-


<PAGE>




     9. Events of Default.

          A. The term "Event of Default"  shall mean any of the events set forth
in this Section 6A:

               (i) Non-Payment of Obligations.  The Company shall default in the
payment of the  principal or accrued  interest of this Note as and when the same
shall become due and payable, whether by acceleration or otherwise.

               (ii) Non-Performance of Affirmative Covenants.  The Company shall
either  materially  default in the due observance or performance of any covenant
set forth in Section 5A, which  default shall  continue  uncured for thirty (30)
days.

               (iii)  Non-Performance of Negative  Covenants.  The Company shall
default  in the due  observance  or  performance  of any  covenant  set forth in
Section 5B.

               (iv) Bankruptcy. The Company shall:

                    (a) apply for,  consent to, or acquiesce in, the appointment
of a trustee,  receiver,  sequestrator or other custodian for the Company or any
of its property, or make a general assignment for the benefit of creditors;

                    (b) in the absence of such application, consent or acquiesce
in,  permit  or  suffer  to  exist  the  appointment  of  a  trustee,  receiver,
sequestrator or other custodian for the Company or for any part of its property;

                    (c)  permit  or  suffer  to exist  the  commencement  of any
bankruptcy,  reorganization,  debt arrangement or other case or proceeding under
any bankruptcy or insolvency law, or any dissolution,  winding up or liquidation
proceeding,  in respect of the Company,  and, if such case or  proceeding is not
commenced  by the  Company  or  converted  to a  voluntary  case,  such  case or
proceeding shall be consented to or acquiesced in by the Company or shall result
in the entry of an order for relief; or

                    (d) take any  corporate or other action  authorizing,  or in
furtherance of, any of the foregoing.

               (v) Cross-Default.  The Company shall default in the payment when
due of any amount  payable  under any other  obligation of the Company for money
borrowed  other than the Company's  outstanding 6% debentures due July 21, 2000,

                                       -7-


<PAGE>




and  the  debt  to RBB  Bank in the  principal  amount  of  $225,000  and  other
indebtedness not to exceed One Hundred Thousand Dollars ($100,000).

               (vi)   Cross-Acceleration.   Any   senior   debt  or  any   other
indebtedness  of the Company in an  aggregate  principal  amount  exceeding  One
Hundred Thousand Dollars ($100,000) shall be duly declared to be or shall become
due and payable  prior to the stated  maturity  thereof other than the Company's
outstanding  6%  debentures  due July 21, 2000,  and the debt to RBB Bank in the
principal amount of $225,000.

               (vii) Other  Breaches,  Defaults.  The Company  shall  materially
default  and/or be in material  breach of any term and/or  provision in the Term
Sheet,  Commitment  Letter,  the Bridge Warrant,  the Other Notes,  the Security
Documents  or any other  document  relating to the Bridge  Financing  and/or the
Private Placement,  or any representation and/or warranty made by the Company to
the Payee  (including  in this Note,  the Bridge  Warrant or the Other Notes) or
Commonwealth  or any investor of  Commonwealth  who purchases  securities of the
Company shall be false and/or misleading.

     10.  Representations of the Company. The Company represents and warrants to
the Payee that:

          A.  Corporate  Organization:  Etc. The Company is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Colorado and has full corporate  power and authority to carry on its business as
it is now being  conducted and to own the  properties and assets it now owns; is
duly  qualified  or licensed to do  business  as a foreign  corporation  in good
standing in the  jurisdictions  in which such  qualification  is  required.  The
copies of the articles of incorporation  and by-laws and all amendments  thereto
of the Company heretofore delivered to the Payee are complete and correct copies
of such instruments as presently in effect.

          B.  Capitalization  of the Company.  As of the date of this Note,  the
authorized  capital stock of the Company consists of 40,000,000 shares of Common
Stock, of which approximately 22,800,000 shares are issued and outstanding,  and
5,000,000  shares  of  preferred  stock  $1.00 par  value  per  share,  of which
1,954,705  shares are  issued and  outstanding  and are  designated  Series B 6%
Convertible  Preferred  Stock.  As of the date hereof,  approximately  2,375,000
shares of Common Stock were  issuable upon the exercise of  outstanding  options
and  approximately  6,772,000  shares of Common  Stock  were  issuable  upon the
exercise of outstanding  warrants.  All issued and outstanding shares of capital
stock of the Company are validly issued,  fully paid and non-assessable.  Except
as  contemplated  in  the  Commitment  Letter,  there  are  no  outstanding  (a)
securities convertible into or exchangeable for the Company's capital stock; (b)
options,  warrants or other rights to purchase or subscribe to capital  stock of
the Company or securities  convertible into or exchangeable for capital stock of
the  Company;  or (c)  contracts,  commitments,  agreements,  understandings  or
arrangements  of any kind  relating to the issuance of any capital  stock of the
Company,  any such  convertible or exchangeable  securities or any such options,
warrants  or  rights;  except  for the  impact of anti  dilution  provisions  in
previously  issued  warrants  which will be  activated  by the  issuance  of the
Warrant defined herein.

                                       -8-


<PAGE>




          C. Subsidiaries. The Company does not own, directly or indirectly, any
capital stock or other equity  securities of any corporation,  limited liability
company,  partnership or any other entity or have any direct or indirect  equity
or ownership interest in any business.

          D. Authorization; No Violation.

               (a) The Company has full corporate power and authority  necessary
to enter into this Note, the Commitment Letter, the Bridge Warrant, the Economic
Participation   Agreement  and  the  Security   Documents   (collectively,   the
"Documents"),  and to carry out the transactions  contemplated by the Documents.
The Board of  Directors  of the  Company  has  taken  such  necessary  action to
authorize the execution  and delivery of the Documents and the  consummation  of
the transactions contemplated thereby. The Documents have been duly executed and
delivered  by the Company and are legal,  valid and binding  obligations  of the
Company enforceable against it in accordance with its terms except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect  relating to creditors'  rights
and (ii) the remedy of specific  performance  and  injunctive and other forms of
equitable  relief may be subject to equitable  defenses and to the discretion of
the court before which any proceeding therefore may be brought.

               (b) Neither the  execution  and delivery of any of the  Documents
nor the consummation of the transactions  contemplated  thereby will violate any
provision of the articles or  certificate of  incorporation  or by-laws or other
organizational  documents of the Company,  be in conflict  with, or constitute a
default  (or an event  which,  with  notice  or  lapse  of time or  both,  would
constitute a default) under or result in the  termination  of, or accelerate the
performance  required by, or cause the  acceleration of the maturity of any debt
or  obligation  pursuant  to, or result in the  creation  or  imposition  of any
security interest,  lien or other encumbrance upon any property or assets of the
Company, any agreement or commitment to which the Company is a party or by which
the Company is bound or to which the  property  of the  Company is  subject,  or
violate any statute or law or any judgment, decree, order, regulation or rule of
any court or governmental  authority applicable to the Company,  except that the
Company does not currently have sufficient authorized shares for the exercise of
the  Bridge  Warrant  and  the  issuance  of  such  warrant   triggers   certain
antidilution provisions disclosed elsewhere herein.

          E. Financial  Statements.  The Company has heretofore delivered to the
Payee (i) a  balance  sheet of the  Company  as at June 30, in each of the years
1998 and 1999;  and statements of operations,  changes in  shareholders'  equity
(deficit)  and cash  flows for each of the years then  ended,  all  audited  and
certified;  and (ii) an unaudited  balance  sheet of the Company as at September
30, 1999 (the "Balance Sheet"),  and unaudited  statements of operations for the
three (3) month  period then ended.  Such balance  sheets and the notes  thereto
fairly present the assets, liabilities and financial condition of the Company as
at the respective  dates thereof,  and such available  statements of operations,
changes in  shareholders'  equity (deficit) and cash flows and the notes thereto
fairly  present the results of operations for the periods  therein  referred to;
all in accordance with generally  accepted  accounting  principles  consistently

                                       -9-


<PAGE>




applied  throughout  the  periods  involved  except,  in the  case of  unaudited
statements, for normally recurring year-end adjustments,  which adjustments will
not be material either individually or in the aggregate.

          F. No Undisclosed Liabilities,  Etc. The Company has no liabilities or
obligations  of any nature  (absolute,  accrued,  contingent or  otherwise)  not
otherwise  disclosed herein which are not fully reflected or reserved against in
the Balance  Sheet,  which,  in accordance  with generally  accepted  accounting
principles,  should have been shown or reflected in the Balance Sheet except for
accounts  payable  incurred in the  ordinary  course of  business.  The reserves
reflected in the Balance Sheet are adequate, appropriate and reasonable.

          G. Title to Properties: Encumbrances.

               (a) The Company has good, valid and marketable title to or in the
case of assets or  Intellectual  Property held pursuant to a lease or a license,
valid and  subsisting  leasehold  interests,  or licenses in, all properties and
assets  which it uses or purports to own,  use or exploit  (real,  personal  and
mixed,  tangible  and  intangible),   including,  without  limitation,  all  the
properties  and assets  reflected in the Balance Sheet (except for inventory and
obsolete  equipment  sold since the date of the  Balance  Sheet in the  ordinary
course  of  business  and  consistent  with  past  practice),  all  intellectual
property,  and all the properties and assets  purchased by the Company since the
date of the Balance Sheet, except in each case for (i) liens for taxes which are
not yet due and  payable  or which  are  being  contested  in good  faith,  (ii)
statutory, common law, builder, mechanic, warehouseman, materialman, contractor,
workmen,  repairmen,  carrier or other liens which do not interfere with the use
by the Company of the assets  relating to the  business  of the  Company,  (iii)
other restrictions on the use of property which do not materially interfere with
the conduct of the  ordinary  course of  business  of the Company or  materially
impair the use or value of property,  or (iv) those liens referred to in Section
5(B)(v)(ii)  (collectively,  "Permitted Liens").  All such properties and assets
are free and clear of all title defects or objections,  liens, claims,  charges,
pledges, options, security interests or other encumbrances of any kind or nature
whatsoever  including,  without  limitation leases,  chattel mortgages,  deed of
trusts, conditional sales contracts,  collateral security arrangements and other
title or interest retention arrangements  (collectively,  "Liens"), and are not,
in the  case of real  property  subject  to any  rights  of way,  encroachments,
building use restrictions, exceptions, variances, reservations or limitations of
any nature  whatsoever  or other  right of third  parties,  whether  voluntarily
incurred or arising by  operation  of law,  including  without  limitation,  any
agreement to give any of the foregoing in the future and any contingent  sale or
other title retention agreement except in each case (i) with respect to all such
properties and assets,  liens as securing  specified  liabilities or obligations
shown on the  Balance  Sheet  and  (ii) for  Permitted  Liens.  As used  herein,
Intellectual  Property  means all  registered or  unregistered,  now existing or
hereafter  acquired  or  created  (a)  patents,   letters  patent,   inventions,
copyrights,   trademarks,   trade  names,  styles,  logos,  source  or  business
identifiers, trade secrets and customer lists; (b) applications,  rights, claims
and  interests  under  licensing  or other  contracts  pertaining  to any of the
foregoing;   (c)  all   registrations,   recordings,   applications,   reissues,
extensions,  substitutions,  upgrades and renewals of any of the foregoing;  (d)
all books, records, files and documents related to any of the foregoing; (e) all
goodwill  ascribed or related to any of the foregoing;  and (f) all products and
proceeds of any of the foregoing.

                                      -10-


<PAGE>




          H.  Material  Contracts.  The Company is not and has not  received any
notice,  or has any  knowledge  that it or any  other  party is, in or may be in
default in any  respect  under any  material  contract  or that any other  party
intends to terminate, breach or not renew any material contract; and to the best
knowledge of the Company,  there has not occurred any event that, with the lapse
of time or the giving of notice or both,  would  constitute a default  under any
material  contracts,  except with respect to overdue payables and defaults under
agreements evidencing the Company's 6% convertible debentures due July 21, 2000,
the  indebtedness to RBB Bank in the amount of $225,000 and the Company's Series
B Preferred Stock.

          I.  Litigation.  Except as disclosed in the  Company's  most  recently
filed Form 10- KSB and Form 10-QSB, there is no action, order, writ, injunction,
judgment or decree, or any claim, suit, litigation, labor dispute, arbitrational
action,  inquiry,  proceeding  or  investigation  by  or  before  any  court  or
governmental or other regulatory or administrative agency or commission pending,
threatened  against or involving the Company,  or which  questions or challenges
the  validity of any of the  Documents or any of the  transactions  contemplated
thereby or in the Commitment  Letter.  Except as disclosed in the Company's most
recently  filed Form 10-KSB and Form  10-QSB,  the Company is not subject to any
judgment,  order or decree entered in any lawsuit or proceeding which would have
a  material  adverse  effect on its  business  practices  or on its  ability  to
continue to conduct its business as currently conducted.

     11. Miscellaneous.

          A. Parties in Interest. All covenants,  agreements and undertakings in
this Note  binding  upon the  Company  or the Payee  shall bind and inure to the
benefit of its  successors  and permitted  assigns of the Company and the Payee,
respectively, whether so express or not.

          B.  Governing  Law.  This Note shall be governed by and  construed  in
accordance  with  the  laws of the  State  of New  York  without  regard  to the
conflicts of laws principles  thereof.  The parties hereto hereby agree that any
suit or proceeding arising directly and/or indirectly  pursuant to or under this
instrument or the consummation of the transactions contemplated hereby, shall be
brought solely in a federal or state court located in the City, County and State
of  New  York.  By  its  execution  hereof,  the  parties  hereby  covenant  and
irrevocably  submit to the in  personam  jurisdiction  of the  federal and state
courts  located in the City,  County  and State of New York and agrees  that any
process in any such  action  may be served  upon any of them  personally,  or by
certified  mail or  registered  mail upon them or their  agent,  return  receipt
requested, with the same full force and effect as if personally served upon them
in New York City. The parties hereto waive any claim that any such  jurisdiction
is not a  convenient  forum for any such suit or  proceeding  and any defense or
lack of in personam  jurisdiction with respect thereto. In the event of any such
action or proceeding,  the party prevailing therein shall be entitled to payment
from the other party hereto of its reasonable  counsel fees and disbursements in
an amount judicially determined.

          C. Waiver of Ju1y Trial.  THE PAYEE AND THE COMPANY HEREBY  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR ARISING OUT OF,  UNDER,  OR IN


                                      -11-


<PAGE>




CONNECTION  WITH THIS NOTE OR ANY OTHER  DOCUMENT  OR  INSTRUMENT  EXECUTED  AND
DELIVERED IN  CONNECTION  HEREWITH OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,
STATEMENTS  (WHETHER  VERBAL OR WRITTEN) OR ACTIONS OF THE PAYEE OR THE COMPANY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING THIS NOTE.

          D. Expenses and Fees.  All fees,  costs and expenses of every kind and
nature,  including but not limited to the  reasonable  attorneys  fees and legal
expenses incurred by Payee in connection with the collection, administration, or
enforcement  of its rights under this Note (and the Other Notes) or in defending
or  prosecuting  any  actions or  proceedings  arising  out of or related to any
amounts due to Payee,  this Note, the Other Notes or the Commitment Letter shall
be borne  and paid by the  Company  upon  written  demand by the Payee and until
paid,  shall be added to the amounts due  hereunder  and bear interest at a rate
per annum equal to 18%.

          E.  Entire  Agreement.  This  Note,  the  Other  Notes,  the  Security
Documents, the Commitment Letter, the Bridge Warrant, the Economic Participation
Agreement, the Term Sheet and the other Documents set forth the entire agreement
of  the  parties  with  respect  to  the  subject  matter  hereof  and  thereof,
superceding and replacing any agreement or  understanding  that may have existed
between the parties prior to the date hereof in respect to such subject matter.

     12. Conversions.  Notwithstanding  anything to the contrary provided herein
or elsewhere, the Payee shall have the right, at its sole option, to convert all
or any part of this  Note  into a pro rata  participation  in any debt or equity
financing  of the  Company  occurring  after  the date  hereof  in excess of one
million dollars ($1,000,000), provided such conversion shall be on the identical
terms and conditions as the other parties to the financing.

     13.  Board of  Directors.  As long as this Note and any Other Note  remains
outstanding,  the Board of  Directors of the Company  shall  consist of four (4)
directors,  of which one (1) director  shall be appointed  by  ____________.  In
addition, ____________ shall be entitled to have one (1) observer present at all
board  meetings and that  observer  shall  receive all  information  provided to
directors, provided the observer signs a confidentiality agreement. The observer
either shall be an  employee,  partner or  shareholder  of _______ or one of its
affiliates or otherwise shall be reasonably acceptable to the Company.

     14. Use of Proceeds.  The Company will use the $195,000 loan represented by
this Note for working capital purposes.




                                      -12-

<PAGE>





IN  WITNESS  WHEREOF,  this Note has been  executed  and  delivered  on the date
specified above by the duly authorized representative of the Company.

                                        US WIRELESS DATA, INC.



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



                                      -13-