EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT is made this 11th day of February  2000 between
U.S. Wireless Data, Inc., a Colorado corporation (the "Company"), and Charles I.
Leone, an individual who presently  resides at 11 Leon Court,  Rockville Centre,
New York 11570 (the "Executive").

     WHEREAS,  the parties hereto wish to enter into an employment  agreement to
document the  employment of the Executive as Chief  Financial  Officer and Chief
Operating Officer of the Company, and to set forth certain additional agreements
between the Executive and the Company.

     NOW,  THEREFORE,  in consideration of the mutual covenants,  agreements and
representations contained herein, the parties hereto agree as follows:

     1. TERM.  The Company will employ the  Executive,  and the  Executive  will
serve  the  Company,  under the  terms of this  Agreement  for a term of two (2)
years,  commencing on the date hereof,  which term shall be subject to automatic
renewal for  successive  one-year  terms unless either party  notifies the other
party of its or his intent not to renew this Agreement (which non-renewal may be
for any or no reason by either party) at least ninety (90) days prior to the end
of the  applicable  term or renewal term.  Notwithstanding  the  foregoing,  the
Executives  employment  hereunder  may be earlier  terminated,  as  provided  in
Section 4 hereof. The term of this Agreement,  as in effect from time to time in
accordance  with the  foregoing,  shall be referred  to herein as the Term.  The
period of time between the  commencement  and the  termination of the Executives
employment hereunder shall be referred to herein as the Employment Period.

     2. EMPLOYMENT.

          a. EnhancedEnhancedPosition.  The Company hereby employs the Executive
for the Employment  Period as its Chief  Financial  Officer and Chief  Operating
Officer on the terms and conditions set forth in this Agreement.

          b.  Authority and Duties.  The Executive  shall perform all duties and
functions and discharge all responsibilities as are customarily performed by the
Chief Financial Officer of a publicly-held company and, in addition, all duties,
functions and  responsibilities  specified by the Chief Executive Officer of the
Company to the extent such  specifications  are  consistent  with the Executives
position as Chief Financial Officer.  The Executive shall report directly and be
responsible to the Chief Executive Officer of the Company. During the Employment
Period,  the Executive shall devote his full business time, skill and efforts to
the business of the Company and use his best efforts in performing  services for
the Company. The Executive shall work out of the Companys offices located in the
New York City  metropolitan  area;  provided,  however,  the Executive  shall be
required to travel in performing  services  under this  Agreement and to provide
services  to the  Company  from time to time at other  locations  to the  extent
required  by the  Companys  Board  of  Directors  or  Chief  Executive  Officer.
Executive will not be required to relocate his residence outside of the New York
City Metropolitan area.




<PAGE>

     3.   COMPENSATION AND BENEFITS.

          a. Salary.  During the Employment Period, the Company shall pay to the
Executive,  as  compensation  for the  performance of his duties and obligations
under this Agreement,  a base salary at the rate of $175,000 per annum,  payable
in arrears in  accordance  with the normal  payroll  practices of the Company in
effect from time to time. The present  normal  payroll  practices of the Company
provide for base salary payments not less frequently than twice each month. Such
base salary  shall be subject to annual  review  after each year worked with the
first such review to take place during the first  calendar  quarter of 2001 with
respect to services  performed from the date of this Agreement  through February
10,  2001.  Each party  agrees that there has been no promise or  inducement  to
Executive that his base salary will be increased.

          b. Annual Bonus.  During the Employment  Period,  the Executive  shall
have the  opportunity  to earn an annual bonus.  The Company,  through its Chief
Executive  Officer,  acting on behalf of the Company,  and the Executive,  shall
endeavor  to  mutually  establish  from time to time  certain  corporate  and/or
individual  performance  goals for Executive,  it being understood and agreed by
both parties to this  Agreement that the Company and its officers shall not have
any  liability to the  Executive  for or in respect of a bonus or the failure to
pay a bonus  if the  parties  fail to agree on said  goals.  Without  in any way
limiting  the  discretion  of the Chief  Executive  Officer  of the  Company  to
determine  whether to pay or not pay bonuses and to determine  the amount of any
such  bonuses,  the Company has set a target bonus of $75,000 for  Executive for
each full year (February 11 of any year through  February 10 of the  immediately
succeeding  year) worked for the  Company.  Such  bonuses,  if and to the extent
payable,  will be paid after the  expiration of each calendar year by the end of
the first  calendar  quarter of the next year with the first such bonus  payable
after February 11, 2001.

          c. Equity  Participation.  The Companys Board of Directors has granted
the Executive an option to purchase shares of common stock of the Company, which
options  will be  subject  to option  agreements  between  the  Company  and the
Executive to be entered into and, if applicable,  the Companys  qualified  stock
option plan.

          d. Other Benefits.  During the Employment  Period, the Executive shall
be entitled to  participate in all of the employee  benefit plans,  programs and
arrangements  of the Company in effect  during the  Employment  Period which are
generally  available to senior  executives  of the Company,  subject to and on a
basis consistent with the terms,  conditions and overall  administration of such
plans,  programs and  arrangements,  as amended from time to time.  In addition,
during the Employment Period, the Executive shall be entitled to fringe benefits
and  perquisites  comparable  to those  generally  available to all other senior
executives of the Company, as amended from time to time.

          e. Business Expenses.  During the Employment Period, the Company shall
reimburse the Executive for all documented reasonable business expenses incurred
by the  Executive  in the  performance  of his duties under this  Agreement,  in
accordance with the Companys policies as in effect from time to time.

          f.  Indemnification.  During the Employment  Period, the Company shall
indemnify  Executive for losses suffered by Executive arising out of third party
lawsuits  relating  directly to his employment by the Company to the extent such
indemnification is permitted by applicable  Colorado law and consistent with and
in accordance  with the Companys  articles or certificate of  incorporation  and
by-laws; provided,  however, Executive shall promptly notify Company of any such
lawsuit and cooperate with Company in connection therewith.


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<PAGE>

     4.   TERMINATION OF EMPLOYMENT.

          a.  Termination  for Cause.  The Company may at any time terminate the
Executives  employment  hereunder for cause.  For purposes of this Agreement and
subject to the Executives  opportunity to cure to the extent provided in Section
4.c. hereof, the Company shall have cause to terminate the Executives employment
hereunder if such termination shall be the result of:


               (1)  Fraud  in  connection  with  the   Executive's   performance
          hereunder;

               (2)  Dishonesty in connection  with the  Executive's  performance
          hereunder  except to the extent the Executive  proves such  dishonesty
          was both unintentional and covered only a matter which was de minimis;

               (3) The failure by the Executive to perform his duties  hereunder
          or any other breach by Executive of this Agreement;

               (4) The failure by the Executive to follow the lawful  directions
          of or  policies  established  by the Board of  Directors  or the Chief
          Executive  Officer  of the  Company  unless  the tasks are of the type
          which could not  reasonably be required of Executive  pursuant to this
          Agreement;

               (5) The conviction  for, or plea of nolo  contendere to, a charge
          of commission of a felony or crime involving moral turpitude;

               (6)  The  Executive's  performance  of any  services  under  this
          Agreement  while  under  the  influence  of  drugs,   alcohol  or  any
          controlled  substance  except,  with respect to controlled  substances
          only,  to the  extent  Executive  proves  (a)  taking  any  controlled
          substance  was  prescribed  by a  medical  doctor  to treat a  medical
          problem,  (b) such  controlled  substance  was used only in accordance
          with  said  doctor's  instructions,  and (c)  taking  such  controlled
          substance  does  not and  did not  adversely  affect  Executive's  job
          performance during more than a de minimis period of time; or

               (7) The  Executive  acting  in a manner  which  damages  or could
          reasonably  be expected to damage the  business or  reputation  of the
          Company.

          The parties agree that each of the foregoing breaches, events, crimes,
behaviors,  acts, inactions or occurrences  constitutes  independent grounds for
"cause" and the failure of any breach, event, crime, behavior,  act, inaction or
occurrence to constitute  "cause" under any paragraph of this Section 4.a. shall
not  prevent  that  same  breach,  event,  crime,  behavior,  act,  inaction  or
occurrence from constituting "cause" under a different paragraph of this Section
4.a.


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<PAGE>



          b. Termination for Good Reason.  The Executive shall have the right at
any time to terminate  his  employment  with the Company and for any reason upon
twenty  (20) days prior  written  notice.  For  purposes of this  Agreement  and
subject to the Companys  opportunity to cure as provided in Section 4.c. hereof,
the Executive shall have good reason to terminate his employment  hereunder only
if such termination shall be the result of:

          (1)  A  breach  by  the  Company  of  the  compensation  and  benefits
     provisions set forth in Section 3 hereof; or

          (2) A material  breach by the  Company of any other  material  term of
     this Agreement.

          c. Notice and  Opportunity to Cure. It shall be a condition  precedent
to the Companys right to terminate the  Executives  employment for cause and the
Executives  right to terminate his employment for good reason that (1) the party
seeking the  termination  shall first have given the other party written  notice
stating with reasonable  specificity the reason for the termination (breach) and
(2) if such breach is susceptible  of cure or remedy,  a period of ten (10) days
from and  after  the  giving of such  notice  shall  have  elapsed  without  the
breaching  party having  effectively  cured or remedied  such breach during such
10-day  period,  unless such breach cannot be cured or remedied  within ten (10)
days,  in which  case the period  for  remedy or cure  shall be  extended  for a
reasonable  time  (not to exceed  an  additional  ten (10)  days)  provided  the
breaching  party has made and continues to make a diligent effort to effect such
remedy  or cure.  Notwithstanding  anything  contained  in this  Agreement,  the
parties  agree that any breach,  event,  crime,  behavior,  action,  inaction or
occurrence  constituting cause (or which would constitute cause after the giving
of notice)  under  Section  4.a.(1),  (2),  (5),  (6) or (7) shall not under any
circumstances  be  susceptible  or capable of cure or remedy  under this Section
4.c.

          d.  Termination  Upon Death or  Permanent  and Total  Disability.  The
Employment  Period shall  automatically  without further action be terminated by
the death of the  Executive.  The  Employment  Period may be  terminated  by the
Company at any time if the Executive  shall be rendered  incapable of performing
his  duties  to the  Company  at the  same  level  by  reason  of any  medically
determined  physical or mental impairment that (i) can reasonably be expected to
result in death or (ii) can  reasonably  be expected to last or has lasted for a
period  of three (3) or more  consecutive  months or for a period of four (4) or
more  months  during any twelve  (12)  month  period  from the first date of the
Executives  impairment  or absence or  projected  absence due to the  disability
(Disability).  If the Employment  Period is terminated by reason of a Disability
of the Executive, the Company shall give thirty (30) days advance written notice
to that effect to the Executive.

     5.   CONSEQUENCES OF TERMINATION.

          a.  Termination  Without  Cause or for Good  Reason.  In the  event of
termination of the Executives  employment hereunder by the Company without cause
(other than upon death or  Disability  or  non-renewal)  or by the Executive for
good  reason  (each as defined  in  Section 4 hereof),  subject to Section 8 the
Executive shall be entitled to only the following pay and benefits:

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<PAGE>


          (1) Severance Pay.  Executive shall receive  severance  payments for a
     150-day  period  after the  termination  date (the  "Severance  Period") in
     regular  payroll  increment  payments with each such payment to be equal to
     the base  salary  payments  which  would  have  been  received  under  this
     Agreement  on  each  such  date if  Executive's  employment  had  not  been
     terminated. Executive shall also receive, at the time bonuses are otherwise
     payable under this  Agreement,  for services  performed  during the year of
     termination,  a prorated  portion of the targeted  annual bonus of $75,000,
     with the prorated bonus being equal to (a) $75,000 multiplied by the number
     of days worked during the year the Executive was terminated, divided by (b)
     the actual number of days in the year.  The parties agree that for purposes
     of this  Section  5.a.(1),  any year shall  commence  on February 11 of the
     applicable year and terminate on February 10 of the immediately  succeeding
     year; and

          (2) Benefits  Continuation.  Continuation  for the Severance Period of
     coverage  under the  group  medical  care,  disability  and life  insurance
     benefit plans or  arrangements in which the Executive is  participating  at
     the time of termination;  provided,  however, that the Company's obligation
     to provide such  coverages  shall be terminated  if the  Executive  obtains
     comparable substitute coverage from another employer at any time during the
     Severance Period. The Executive shall be entitled, at the expiration of the
     Severance  Period,  to elect continued  medical coverage in accordance with
     Section  4980B of the  Internal  Revenue  Code of 1986,  as amended (or any
     successor provision thereto).

          b. Other  Terminations.  In the event of termination of the Executives
employment hereunder for any reason other than (a) without cause or (b) for good
reason  (i.e.,  termination  for death,  Disability,  with cause or without good
reason), or if Executive makes the election provided for in Section 8, or if the
Term is not renewed,  the  Executive  shall be paid base salary only through the
date of termination or  non-renewal,  and Executive shall not be entitled to any
severance,  bonus or other pay, or any benefits  continuation rights, except for
benefits continuation rights as may otherwise be provided (e.g., Cobra benefits)
under the applicable benefit plans relating to the Executive; provided, however,
that upon  termination  for death or  Disability,  the  Company  in its sole and
absolute  discretion,  may  consider  granting to  Executive or his estate a pro
rated  bonus of up to the  amount  provided  in  connection  with a  termination
without cause (but Company shall have no obligation to grant any such bonus).

     6.  CONFIDENTIALITY.  The  Executive  agrees  that he shall not at any time
during the Term hereof or at any time thereafter for any reason, in any fashion,
form or manner, either directly or indirectly,  divulge, disclose or communicate
to any  person,  firm,  corporation  or other  business  entity,  in any  manner
whatsoever,  any  confidential  information  or  trade  secrets  concerning  the
business of the  Company,  including,  without  limiting the  generality  of the
foregoing,  the  techniques,  methods or systems of its operation or management,
any  information  regarding  its  financial  matters,  or any other  information
concerning  the business of the Company,  its manner of operation,  its plans or
other data. The provisions of this Section 6 shall not apply to (i)  information
that is public  knowledge  other than as a result of disclosure by the Executive
in breach of this Section 6; or (ii) information  disclosed by Executive under a
requirement  of  law  or  as  directed  by  applicable  legal  authority  having
jurisdiction over the Executive.

     7. INVENTIONS. The Executive is hereby retained in a capacity such that the
Executives  responsibilities  include  the making of  technical  and  managerial
contributions  of value to the Company.  The Executive hereby assigns to Company
all right,  title and  interest in such  contributions  and  inventions  made or
conceived by the Executive  alone or jointly with others  during the  Employment
Period  which  relate to the  business of the  Company.  This  assignment  shall
include,  without  limitation,  (a) the  right  to  file  and  prosecute  patent
applications  on  such  inventions  in any  and all  countries,  (b) the  patent
applications  filed and  patents  issuing  thereon,  and (c) the right to obtain
copyright,  trademark or trade name  protection  for any such work product.  The
Executive  shall  promptly  and  fully  disclose  all  such   contributions  and




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<PAGE>


inventions to the Company and assist the Company in obtaining and protecting the
rights therein (including patents thereon), in any and all countries;  provided,
however, that said contributions and inventions will be the property of Company,
whether or not patented or  registered  for  copyright,  trademark or trade name
protection, as the case may be.

     8.  NON-COMPETITION.  The  Executive  agrees  that he shall not  during the
Employment Period and, if applicable, the Severance Period, without the approval
of the Board of Directors of the Company,  directly or  indirectly,  alone or as
partner,  joint  venturer,  officer,  director,  employee,   consultant,  agent,
independent contractor, stockholder or otherwise (other than as provided below),
engage in any "Competitive  Business" within the United States.  For purposes of
the foregoing,  the term "Competitive Business" shall mean any business involved
in development, marketing, sale or support of products or services (a) which can
reasonably be expected to cause customers not to use the Company's or any of its
subsidiaries' or affiliates' products or services or (b) which are similar to or
competitive with products or services provided or supplied by the Company or any
of its subsidiaries or affiliates.  Notwithstanding the foregoing, the Executive
shall not be prohibited during the non-competition  period applicable above from
acting as a passive  investor  by owning not more than one  percent  (1%) of the
issued  and  outstanding  capital  stock  of  any  publicly-held   company.  The
Executive,  at his option, may elect to eliminate the above restrictions in this
Section 8 only during the Severance Period but any such election shall,  without
further  action,  be deemed  an  automatic  and  irrevocable  relinquishment  by
Executive and termination of all of his rights to pay and benefits under Section
5.a. During the Employment Period and the Severance  Period, if applicable,  and
for a period of one (1) year  after the later of  expiration  of the  Employment
Period and the  Severance  Period,  the Executive  shall not,  without the prior
written  consent  of the  Board  of  Directors  of  the  Company,  directly,  or
indirectly,  alone or as partner, joint venturer,  officer, director,  employee,
consultant, agent, independent contractor, stockholder or otherwise, (a) solicit
or induce any employee,  independent  contractor or consultant of the Company or
any current or future subsidiary or affiliate thereof to terminate or reduce his
or her  employment  or  engagement  with the  Company  or any  current or future
subsidiary  or affiliate  thereof or (b) solicit the business of or any business
from any current or future customer or supplier to the Company or any current or
future  subsidiary or affiliate  thereof or induce any such customer or supplier
not to do business with or reduce its business  transactions with the Company or
any subsidiary or affiliate thereof.

     9. BREACH OF RESTRICTIVE COVENANTS; SEVERABILITY. The parties hereto intend
all provisions of this Agreement to be enforced to the fullest extent  permitted
by law. The parties agree that Sections 6, 7 and 8 are  reasonable and necessary
to protect the Companys  interests and properties and that a breach or violation
of Sections 6, 7 or 8 hereof will result in immediate and irreparable injury and
harm to the innocent party,  who shall have, in addition to any and all remedies
of law and other consequences under this Agreement,  the right to an injunction,
specific  performance or other equitable  relief to prevent the violation of the
covenant or agreement  hereunder.  The parties agree that each of such covenants
and  agreements  is separate,  distinct and severable not only from the other of
such covenants and  agreements but also from the other and remaining  provisions
of this Agreement;  that the  unenforceability of any such covenant or agreement
shall not affect the validity or  enforceability  of any other such covenants or
agreements  or any other  provision or provisions  of this  Agreement.  Should a


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<PAGE>


court of competent  jurisdiction  determine  that the scope of any  provision of
this  Agreement is too broad to be enforced as written,  the parties intend that
the court should reform the provision to such narrower scope as it determines to
be  enforceable.  If,  however,  any  provision of this  Agreement is held to be
illegal or  unenforceable or by its severance,  invalid or  unenforceable  under
present  or  future  law,  such  provision  shall be fully  severable  from this
Agreement,  this  Agreement  shall be construed and enforced as if such illegal,
invalid or  unenforceable  provision  were never a part hereof and the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be  affected  by the  illegal,  invalid  or  unenforceable  provision  or by its
severance.

     10. NOTICE.  For the purposes of this Agreement,  notices,  demands and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be deemed to have been duly given  within one  business day of dispatch if
sent by hand delivery or reputable overnight courier, addressed as follows:

         a.       If to the Company, to:

                  U.S. Wireless Data, Inc.
                  805 Third Avenue
                  New York, New York  10022
                  Attention:  Chief Executive Officer

         b.       If to the Executive, to:

                  Charles I. Leone
                  11 Leon Court
                  Rockville Centre, NY 11570

or to such other  respective  addresses as the parties hereto shall designate to
the other by like notice,  provided  that notice of a change of address shall be
effective only upon receipt thereof.

     11. JURISDICTION; VENUE; LEGAL FEES; ETC.

a. Executive hereby  irrevocably  consents to the exclusive  jurisdiction of any
State or federal court located  within the SOUTHERN  DISTRICT of New York OR NEW
YORK COUNTY in  connection  with any dispute or legal  proceeding  arising under
this  Agreement.  Executive  hereby waives any objection that it may have to the
conduct of any action or proceeding in any such court based on improper venue or
forum non conveniens,  waives  personal  service of any and all process upon it,
and consents that all service of process may be made by mail or courier  service
directed to it at the address  designated for it set forth in this Agreement and
that service so made shall be deemed to be completed  upon the earlier of actual
receipt  or ten (10) days after the same  shall  have been  posted.  Each of the
parties hereby waives,  to the fullest extent  permitted by applicable  law, any
right it may have to a trial by jury in respect of any  litigation  directly  or
indirectly  arising out of, under or in connection with this Agreement.  Each of
the parties certifies that no representative,  agent or attorney of either party
has represented,  expressly or otherwise, that the other would not, in the event
of litigation, seek to enforce the foregoing waivers.

b. The prevailing party in any proceeding  brought under this Agreement shall be
reimbursed  by the  other  party for all  costs,  fees and  expenses,  including
without  limitation,  attorneys fees and expenses,  incurred by such  prevailing
party in preparation for, in the investigation of, and/or otherwise  directly or
indirectly in connection with any such proceeding.


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<PAGE>

     12. WAIVER OF BREACH.  Any waiver of any breach of the Agreement  shall not
be construed to be a continuing  waiver or consent to any  subsequent  breach on
the part either of the Executive or of the Company.

     13.  NON-ASSIGNMENT;  SUCCESSORS.  Executive  may not  assign or in any way
transfer his rights or delegate or in any way transfer his duties or obligations
under  this  Agreement.  This  Agreement  shall  inure  to  the  benefit  of the
successors  and  assigns of the Company  and this  Agreement  shall inure to the
benefit of and be binding upon the heirs, representatives, estate and successors
of the Executive.

     14.  WITHHOLDING OF TAXES. All payments  required to be made by the Company
to the Executive  under this  Agreement  shall be subject to the  withholding of
such  amounts,  if any,  relating to tax, and other  payroll  deductions  as the
Company may reasonably  determine it should withhold  pursuant to any applicable
law or regulation or as agreed to by Executive and Company.

     15.   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

     16.  GOVERNING  LAW.  Except as set forth in Section 3.f.,  this  Agreement
shall be construed,  interpreted and enforced in accordance with the laws of the
State of New York,  without  giving  effect to the  conflict  of law  principles
thereof.  The parties have selected a New York choice of law for this  Agreement
because the Company is relocating its offices to New York.

     17. ENTIRE  AGREEMENT.  This Agreement  constitutes the entire agreement by
the Company and the Executive  with respect to the subject matter hereof (except
with respect to the stock options referred to in Section 3.c. which shall not be
governed by this  Agreement)  and  supersedes  any and all prior  agreements  or
understandings between the Executive and the Company with respect to the subject
matter  hereof,  whether  written  or oral.  This  Agreement  may be  amended or
modified only by a written instrument executed by the Executive and the Company.

     18. CAPTIONS.  Paragraph  captions contained in this Agreement are inserted
only as a matter of convenience and for reference and in no way define, limit or
extend or describe the scope of this  Agreement  or the intent of any  provision
hereof.

     19. LEGAL  COUNSEL.  Each party hereto has retained  counsel in  connection
with the drafting and  negotiation  of this Agreement . Each party hereby waives
any right,  claim or defense he may have that any provision of this Agreement or
that any provision thereof is unenforceable,  illegal, invalid or unconscionable
arising out of or relating to his failure to retain  counsel in connection  with
this transaction.



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<PAGE>


     20.  AGREEMENT NOT TO BE CONSTRUED  AGAINST  DRAFTSPERSON.  This  Agreement
shall be  construed  without  giving  effect or regard to any  principle  that a
contract should be construed against its draftsperson.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of February
11, 2000.


                                          U.S. WIRELESS DATA, INC.



                                          By:
                                             ----------------------------------
                                              Name:  Dean Leavitt
                                              Title:    President





                                          --------------------------------
                                          Charles I. Leone











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