# EMPLOYMENT
AGREEMENT

THIS
is made this 10th day of October  2001  between  U.S.  Wireless  Data,  Inc.,  a
Delaware   corporation   (the   Company),    and   Heidi   R.   Goff
(Executive),  an individual  who  presently  resides at 122 Sherwood
Hill Road Brewster, NY 10509.

WHEREAS,
the parties  hereto wish to enter into an  employment  agreement to document the
employment of the Executive in the Position  described below, 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 October 10, 2001, which term shall be subject to automatic renewal
for successive one-year terms unless either party notifies the other party of
its or her 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
Executives 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 Executives employment hereunder shall be referred to
herein as the Employment Period.

2.
EMPLOYMENT.

a.  Position. The Company
hereby  employs the  Executive  for the  Employment  Period as its President 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 President and Chief
Operating 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 Executives
position as President and Chief Operating 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 her full business time,
skill and efforts to the business of the Company and use her best efforts in
performing services for the Company. The Executive shall work out of the
Companys 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 Company9s Board of Directors or Chief
Executive Officer. Executive will not be required to relocate her residence
outside of the New York City Metropolitan area.

3.
COMPENSATION AND BENEFITS.

a. Salary. During the
Employment Period, the Company shall pay to the Executive, as compensation for
the performance of her duties and obligations under this Agreement, a base
salary at the rate of $225,000 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 2002. Each party agrees that there has been
no promise or inducement to Executive that her base salary will be
increased.

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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 $112,500 for the Executive for the first full year of employment and an
annual target bonus for successive years of $112,500. 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 October 10, 2001.

c. Such bonuses, if and to the
extent payable, will be paid after the expiration of each anniversary year by
the end of the first calendar quarter of the following anniversary year.

d.Equity
Participation. The Companys Board of Directors has approved for the
Executive to be granted options to purchase one hundred seventy-five thousand
(175,000) shares of common stock of the Company at an exercise price equal to
the closing price of the Companys stock on the Executives first day
of employment, subject to the provisions of the Companys 2000 Stock
Option Plan. The aforementioned options will vest at the rate in
accordance with the 2000 Stock Option Plan. Upon the occurrence of a Change in
Control, as such term is defined in Section 4.b. (3) below, all outstanding
options granted by the Company to the Executive during the Employment Period,
shall become vested and exercisable, subject to the other terms of the
option(s).

e. 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.

f. 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 her duties under this Agreement, in accordance with the
Companys policies as in effect from time to time.

g. Indemnification. The
Company shall indemnify Executive for losses suffered by Executive arising out
of third party lawsuits relating directly to her employment by the Company to
the extent such indemnification is permitted by the applicable law of the state
in which the Company is incorporated or organized and consistent with and in
accordance with the Companys 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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4.
TERMINATION OF EMPLOYMENT.

a. Termination for Cause.
The Company may at any time terminate the Executives employment hereunder
for cause. For purposes of this Agreement and subject to the Executives
opportunity to cure to the extent provided in Section 4.c. hereof, the Company
shall have cause to terminate the Executive's 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 her material duties hereunder or any
other material breach by Executive of this Agreement;

(4)
The failure by the Executive to follow, in a material manner, 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.

b. Termination for Good
Reason. The Executive shall have the right at any time to terminate her
employment with the Company for any reason upon thirty (30) days prior
written notice. For purposes of this Agreement and subject to the Companys
opportunity to cure as provided in Section 4.c. hereof, the Executive shall have
good reason to terminate her employment hereunder at any time during
her employment if such termination shall be the result of:

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

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

(3)
A Change in Control of the Company. However, the Executives
election to terminate this agreement due to a Change in Control shall not be
deemed for good reason if such election to terminate takes place
either prior to the 181st day following the Change in Control or
after the 365th day following the Change in Control.

For
purposes hereof, a Change in Control of the Company shall occur or
be deemed to have occurred only if any of the following events
occurs:

| | (i)
any person, as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act)
(other than the Company, any trustee or other fiduciary holding securities under
an employee benefit plan of the Company, or any corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportion as the ownership of stock of the Company), is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing more than 50%
of the combined voting power of the Companys then outstanding securities;
or
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| | (ii)
individuals who, as of June 1, 2000 (the Effective Date), constitute
the Board of Directors of the Company (as of the Effective Date, the
Incumbent Board) cease for any reason to constitute at least a
majority of the Board of Directors of the Company provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Companys stockholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board (other
than an election or nomination of an individual whose initial assumption of the
office is in connection with an actual or threatened election contest relating
to the election of the directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent
Board; or
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| | (iii)
the stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than (A) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 60% of the
combined voting power of the voting securities of the company or such surviving
entity outstanding immediately after such merger or consolidation or (B) a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no person (as hereinabove defined)
acquires more than 50% of the combined voting power of the Companys then
outstanding securities; or
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| | (iv)
the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or dispositions by the Company of all or
substantially all of the Companys assets.
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c. Notice and Opportunity to
Cure. It shall be a condition precedent to the
Companys right to terminate the Executives employment for
cause and the Executives right to terminate her 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 her 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 Executives 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 Executives
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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(1)
Severance Pay.Executive shall receive severance payments for a 180-day
period after the termination date or until the Executive obtains new fulltime
employment (the Severance Period), whichever is sooner, 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. In the event the
Executive is terminated without cause and secures full-time employment at a
salary that is less than that which she was scheduled to be paid for the current
year of employment at the Company, the Executive will be paid any such shortfall
by the Company for the remainder of the Severance Period on a prorated basis.
The Executive must notify USWD that she has secured full-time employment within
ten (10) days following the beginning of new employment, or the severance will
be terminated. The Chief Executive Officer must be provided verification of the
salary of the new full-time employment evidenced by an executed contract or
other documents that provide sufficient details to support the amount of the new
salary. This provision will not apply in the event the Executive terminates this
agreement. Additionally, any unvested options awarded to the Executive in the
Companys stock option plan will fully vest immediately on the date of
termination. In the event the Executive terminates this agreement for good
reason due to a Change in Control as explained in paragraph 4b of this
agreement, the Executive will receive the severance pay as outlined above, plus
an amount equal to the Executives last annual bonus divided by the number
of pay periods in the calendar year, paid in regular payroll increments during
the Severance Period. Any accrued but unpaid bonus will be paid.

(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 Executives 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, will grant to Executive or her
estate a pro rated bonus of up to the amount provided in connection with a
termination without cause. Any accrued but unpaid bonus will be
paid.

6. CONFIDENTIALITY. The Executive agrees that she 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.

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7.
INVENTIONS. The Executive is hereby retained in a capacity such that the
Executives 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
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 she 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 her 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
her 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 her 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 Companys 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 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.

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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.
            
        750 Lexington Avenue
            
        New York, New York 10022
            
        Attention:  Chief Executive Officer

b.       If to the Executive, to:
            
        Heidi R. Goff
            
        122 Sherwood Hill Road
            
        Brewster, NY 10509

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.

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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.

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 her rights or delegate or in any way transfer her 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s offices are located in 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, except for the
last sentence of Section 3.c., shall not be governed by this Agreement but shall
be evidenced by a separate agreement between the parties) 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.

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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 she 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 her failure to retain counsel in connection with
this transaction.

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 the date first
referenced above.

U.S.
WIRELESS DATA, INC.
        
                
                
                
                
                
                
                
By: _____________________________
        
                
                
                
                
                
                
                
Name:  Dean Leavitt
        
                
                
                
                
                
                
                
Title:    Chairman and CEO
        
                
                
                
                
                
                
                
________________________________
        
                
                
                
                
                
                
                
Heidi R. Goff

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