THIS  OPTION  AND THE STOCK  ISSUABLE  UPON THE  EXERCISE  HEREOF  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  AND CAN BE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE ACT AND  APPLICABLE  STATE  SECURITIES
LAWS.  THIS OPTION AND SUCH SHARES MAY NOT BE SOLD,  TRANSFERRED  OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT,  UNLESS, IN THE OPINION OF
COUNSEL FOR THE COMPANY OR COUNSEL FOR THE REGISTERED  HOLDER (WHICH SHALL BE IN
FORM AND FROM SUCH COUNSEL AS SHALL BE REASONABLY  SATISFACTORY TO THE COMPANY),
SUCH REGISTRATION IS NOT THEN REQUIRED. NO REGISTRATION RIGHTS HAVE BEEN GRANTED
WITH RESPECT TO THIS OPTION AS OF ITS ORIGINAL DATE OF ISSUANCE.


                            U.S. WIRELESS DATA, INC.

                      NONQUALIFIED STOCK OPTION CERTIFICATE

     U.S. Wireless Data, Inc., a Colorado corporation ("Company"),  for good and
valuable consideration,  including the incentive to the Optionee to remain as an
employee of the Company as a result of ownership  or increased  ownership of the
Company's  no  par  value  common  stock  ("Common  Stock"),   the  receipt  and
sufficiency of which consideration hereby is acknowledged, irrevocably grants to
the Optionee the option ("Option") to purchase the following number of shares of
Common Stock:

             Optionee                               Number of Shares
             --------                              -----------------

         Charles I. Leone                               350,000

The  effective  date of this grant is February 15, 2000 ("Date of Grant") and is
subject to the following terms and conditions:

     1. EXERCISE  PRICE.  The purchase  price  ("Exercise  Price") for shares of
Common  Stock  purchasable  pursuant  to this Option  shall be Two and  434/1000
Dollars  ($2.434) per share,  which shall be paid in full in cash at the time of
exercise;  provided,  however, that the Board of Directors of the Company may in
its sole  discretion  permit  payment  to be made with  shares of the  Company's
Common  Stock owned by Optionee (a  "Cashless  Exercise").  The  Exercise  Price
represents  the fair market price of the  Company's  Common Stock as of the date
this Option is granted.  Optionee shall have no rights with respect to dividends
or have any other rights as a shareholder with respect to shares subject to this
Option until Optionee has given written notice of the exercise of the Option and
has paid in full for such shares.

     2. VESTING AND TIME OF EXERCISE.  This Option will vest 116,666  shares per
yearly  anniversary  date  following  grant  date.  In  the  event  Optionee  is
terminated  from  employment  with the  Company  without  "cause"  or  elects to
terminate his  employment  with the Company for "good reason" (as such terms are
defined in the  Employment  Agreement  between the Company and Optionee  entered
into as of February  11,  2000),  all of the options  represented  hereby  shall
become immediately vested at said termination date. This Option may be exercised
as to all or any portion of the vested  shares  covered by this Option  Grant at
any time,  and shall expire on the earlier of ten years from the grant date,  or
one year after cessation of the Executive's relationship with the Company in any
capacity,  including  service  provided to the Company as an employee,  officer,
director  or  consultant.  The  period of time  during  which the  Option may be
exercised is referred to herein as the "Option Period."

     3.  NUMBER  OF  SHARES  PURCHASABLE  AT ANY ONE TIME.  This  Option  may be
exercised only for at least 100 shares of Common Stock or a multiple  thereof or
for the full number of shares for which the Option is then exercisable.


<PAGE>


     4. DEATH OF OPTIONEE.  If Optionee dies during  Optionee's  employment with
the  Company,  this  Option  shall  be  exercisable  only  as  to  that  portion
exercisable as of the date of death and within one year after Optionee's  death,
or the last day of the Option  Period,  whichever  is earlier,  by the  personal
representative or administrator of Optionee's  estate, or by any trustee,  heir,
legatee or beneficiary to whom Optionee's rights under this Option shall pass by
will or the laws of descent and  distribution  to the extent that  Optionee  was
entitled to exercise this Option at the time of Optionee's death.

     5.  RETIREMENT  OF  OPTIONEE.  If  Optionee's  employment  with the Company
terminates by reason of retirement,  the Option shall be exercisable  within the
one year period  following  Optionee's  retirement as described  above,  but not
later  than the last day of the  Option  Period,  and then only to the extent to
which the Option was  exercisable at the time of such  termination of employment
by retirement.  However,  if Optionee dies within three months after termination
by  retirement,  the  Option,  to the extent it was  exercisable  at the time of
Optionee's death, shall thereafter be exercisable for one year after the date of
Optionee's death, but not later than the last day of the Option Period.

     6.  DISABILITY OF OPTIONEE.  If Optionee  becomes  permanently  and totally
disabled,  and at the time of such  disability  Optionee is entitled to exercise
one or more  installments  under this Option,  Optionee  shall have the right to
exercise this Option  within one year after such  disability  provided  Optionee
exercises  this Option  within the Option  Period and then only to the extent to
which this Option was exercisable at the time of such  disability.  For purposes
of this Section,  an Optionee shall be considered to be totally and  permanently
disabled if a qualified medical  physician  approved by the Company certifies to
the Company that such Optionee is unable to be gainfully employed by the Company
by reason of a diagnosed and  determinable  physical or mental  impairment which
can be expected to result in death or has lasted and can be expected to last for
a continuous period of not less than 12 months.

     7.  NONTRANSFERABILITY  OF OPTION.  This Option may not be  transferred  by
Optionee otherwise than by will or the laws of descent and distribution.  During
Optionee's lifetime, this Option shall be exercisable only by Optionee.

     8. LEAVE OF ABSENCE.  For purposes of this Option,  (i) a leave of absence,
duly authorized in writing by the Company, for military service or sickness,  or
for any other purpose approved by the Company,  if the period of such leave does
not  exceed 90 days,  and (ii) a leave of  absence  in  excess of 90 days,  duly
authorized in writing by the Company,  provided Optionee's right to reemployment
is  guaranteed  either  by  statute  or by  contract,  shall  not  be  deemed  a
termination of employment.

     9. CHANGES IN CAPITAL; CERTAIN  REORGANIZATIONS.  If the outstanding Common
Stock  of the  Company  which is  subject  to this  Option  shall at any time be
changed or exchanged by declaration of a stock dividend,  split-up,  subdivision
or  combination  of shares,  recapitalization,  merger,  consolidation  or other
corporate reorganization in which the Company is the surviving corporation,  the
number of and kind of shares subject to the Option and the Option Price shall be
appropriately and equitably adjusted so as to maintain the proportionate  number
of  shares  without  changing  the  aggregate  option  price.  In the event of a
dissolution or liquidation of the Company, or a merger,  consolidation,  sale of
all or substantially  all of its assets,  or other corporate  reorganization  in
which the Company is not the surviving  corporation,  or in which the Company is
the  surviving  corporation  but holders of Common Stock  receive  securities of
another  corporation,  this Option shall  terminate as of the effective  date of
such event,  provided that immediately prior to such event,  Optionee shall have
the right to  exercise  this  Option as to all shares  underlying  this  Option,
irrespective of the number of Options actually vested at the time.

     10. MANNER OF EXERCISE.

          (a) This Option may be  exercised  in whole or in part at any time and
from time to time within the Option Period,  subject to the terms and conditions
contained  herein,  by the  delivery of written  notice of exercise to the Chief
Financial Officer of the Company, as required by subsection (d) of this Section,


                                       2

<PAGE>


accompanied by (i) full payment, in cash or certified or bank check,  payable to
the Company,  or, (ii) if permitted by the  Company's  Board of Directors in its
sole discretion, shares of the Company's Common Stock having a fair market value
equal to the aggregate  exercise price for the number of shares  purchased which
the  Optionee  has held for at least six months prior to the time of exercise of
the Option.

          (b) For purposes of this section,  "Market Price" means the average of
the closing  prices of sales on the principal  domestic  securities  exchange on
which such  security may at the time be listed,  or, if there have been no sales
on any such exchange on any day, the average of the highest bid and lowest asked
prices  on all such  exchanges  at the end of such  day,  or, if on any day such
security  is not so listed,  the average of the bid and asked  prices  quoted on
Nasdaq  (including  the OTC  Bulletin  Board ) as of the close of trading in New
York City on such day,  in each  such  case  averaged  over a period of five (5)
consecutive days consisting of the business day immediately preceding the day as
of which Market Price is being determined and the four (4) consecutive  business
days  prior  to such  day;  provided  that if such  security  is  listed  on any
principal domestic  securities exchange or quoted on Nasdaq, the terms "business
day" and  "business  days"  means a day or days,  as  applicable,  on which such
exchange  or  Nasdaq  is open  for  trading  or  quotation,  as the case may be,
notwithstanding  whether any quotation is available on any  particular  business
day and,  if not,  then the Market  Price shall be  determined  based upon those
remaining  days  during the  aforesaid  5-day  period for which  quotations  are
available.  If the shares are not so listed or traded on any principal  domestic
securities  exchange  or quoted on Nasdaq,  the Market  Price  shall be the fair
value  thereof,  as  determined  in good faith by the Board of  Directors of the
Company.

          (c)  Certificates  for the  shares  of  Common  Stock  purchased  upon
exercise  of this Option  shall be  delivered  by the  Company to the  Purchaser
within five (5) business days after the Exercise Date.

          (d) The notice of exercise  (i) shall  state the  election to exercise
the Option, (ii) shall state the number of shares in respect to which the Option
is being  exercised,  (iii) shall  state  Optionee's  address,  (iv) shall state
Optionee's social security number,  (v) shall contain such  representations  and
agreements  concerning  Optionee's investment intent with respect to such shares
of Common Stock as shall be  satisfactory  to the  Company's  counsel,  and (vi)
shall be signed by  Optionee.  As a further  condition  to the  exercise of this
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.

          (e) Unless  this  Option has  expired  or all of the  purchase  rights
represented  hereby  have been  exercised,  the  Company  shall,  in addition to
certificates for Common Stock issued upon exercise of this Option,  prepare upon
exercise  of  this  Option,  a  new  Option  representing  the  rights  formerly
represented by this Option that have not expired or been exercised.  The Company
shall,  within five (5) business days after the Exercise Date,  deliver such new
Option to the Optionee.

     11.  AMENDMENT AND  ADMINISTRATION.  The Board of Directors  shall have the
authority to interpret this Option,  and generally to conduct and administer the
exercise of this Option and to make all  determinations  in connection  herewith
which may be necessary or advisable,  and all such actions of the Board shall be
final and conclusive for all purposes and binding upon Optionee.

     12. MISCELLANEOUS. This Option shall inure to the benefit of and be binding
upon each successor of the Company.  All obligations imposed upon and all rights
granted to the Optionee and all rights reserved by the Company under this Option
shall be binding  upon and inure to the benefit of Optionee,  Optionee's  heirs,
personal  representatives,  administrators  and  successors.  Unless the context
requires otherwise, words denoting the singular may be construed as denoting the
plural,  and words of the plural may be  construed  as denoting the singular and
words of one  gender  my be  construed  as  denoting  such  other  gender  as is
appropriate.


                                       3
<PAGE>


     IN WITNESS WHEREOF, this Option has been issued by the Company effective as
of the Date of Grant, which is February 15, 2000.


U.S. WIRELESS DATA, INC.                             Accepted by Optionee:
a Colorado corporation


By /s/ Dean M. Leavitt                              /s/ Charles I. Loene
   -------------------------------------            ----------------------------
      Dean M. Leavitt                               Charles I. Leone
      Chief Executive Officer





























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